ATLAS ACCESS AGREEMENT - POPP



ATLAS ACCESS AGREEMENT

Between

The United Nations Development Programme

And

[Insert name of partner]

This Atlas Access Agreement is concluded between the United Nations Development Programme (UNDP), represented by its Resident Representative in ________, and [insert name of partner], having its offices at _________.

Whereas, UNDP uses a comprehensive integrated enterprise resource planning system for its corporate administration and development projects, which includes confidential financial, human resources and procurement information (hereinafter “Atlas”);

Whereas, UNDP concluded an agreement with [_______] concerning the [execution or implementation] of UNDP project activities on ________, related to Project “[insert title/reference”] (“Project Agreement”); and

Whereas, to facilitate [partner’s] activities in accordance with the Project Agreement, UNDP agrees to provide [partner] access to Atlas, on the terms set out herein.

Now, Therefore, the Parties hereto agree as follows:

1. UNDP grants [partner] limited access to Atlas solely for the purpose of creating transactions and viewing the status of such transactions, in connection with the Project for which the [partner] is executing/implementing, and in accordance with the Project Agreement and this Atlas Access Agreement. .... staff is NOT permitted to access any other module, including but not limited to such as Accounts Receivable. Budget, General Ledger Human Resources. They should not prepare or enter any transactions relating to these modules or any others, nor should they create or access any reporting functionality.

2. Access is provided on an individual basis only to the following authorized representative of [partner] signing this Agreement (Authorized Official). The [partner] shall not permit access to Atlas by any other person or entity other than the Authorized Official.

3. Following signature of this Agreement, UNDP shall provide [partner] the user name and password to be used to access Atlas as a “General User”. The [partner] shall not share the user name and password with any other person or entity and shall take the necessary measures to ensure that this user name and password is kept confidential.

4. Following signature of this Agreement, the [partner] shall reimburse UNDP [USD$XXX] per month, for the additional costs to UNDP in providing access as described in this Agreement, related to the hosting and infrastructure costs of UNDP’s Atlas system.

5. The approval authority for all accounts payable vouchers, and any other Atlas based transactions, remains with the appropriate UNDP officials. Electronic initiation and creation of transactions replaces the paper requests without transferring the responsibility to UNDP.

6. The [partner] recognizes that Atlas runs on copyrighted software licensed to UNDP by PeopleSoft (Software). The [partner] shall not take any action in connection with the Software in violation of UNDP’s license agreement with PeopleSoft or other than as expressly authorized in this Atlas Access Agreement. In particular, the [partner] shall not:

a. Access or use the Source Code, or any portion of Atlas or the Software not expressly authorized by UNDP;

b. Invoke any Software, except through application program interfaces expressly permitted by UNDP;

c. Cause or permit decompilation or reverse assembly of all or any portion of the Software;

d. Disclose or publish performance benchmark results for Software (as delivered or subsequently modified);

e. Delete, fail to reproduce or modify any copyright, trademark or other proprietary rights notices which appear on or in the Software or Documentation; or

f. Directly or indirectly, sublicense, re-license, distribute, disclose, use, rent or lease the Software or any portion thereof, for third party use, training, facilities management, time-sharing, use as an application service provider, or for the purpose of operating a service bureau.

7. The [partner] recognizes that Atlas contains internal and confidential financial, human resources and procurement information. The [partner] shall not communicate at any time to any other person, Government or authority external to UNDP, any information known to it by reason of its association with UNDP, including through access to Atlas, which has not been made public except with the authorization of UNDP; nor shall the [partner] at any time use such information to private advantage. These obligations do not lapse upon termination of this Atlas Access Agreement.

8. The [partner] shall be fully and solely responsible for any claims or liability or loss of or damage to UNDP property in connection with the [partner’s] use of this Agreement, including regarding confidentiality of user name, passwords or information contained in Atlas, as well as for any damage to Atlas or information contained therein.

9. The [partner] shall indemnify, hold and save harmless, and defend, at its own expense, UNDP, its officials, agents, servants and employees from and against all suits, claims, demands, and liability of any nature or kind, including their costs and expenses, arising out of acts or omissions of the [partner], or the [partner’s] employees, officers, agents or sub-contractors, in connection with this Atlas Access Agreement. This provision shall extend, inter alias, to claims and liability in the nature of workmen's compensation, products liability and liability arising out of the use of patented inventions or devices, copyrighted material or other intellectual property by the [partner], its employees, officers, agents, servants or sub-contractors. The obligations under this Article do not lapse upon termination of this Atlas Access Agreement.

10. This Atlas Access Agreement may be terminated forthwith upon written notice of UNDP with or without cause, or in the event that the Authorized Official is separated or terminated from the [partner]. The Authorized Official and/or [partner] shall immediately notify UNDP in writing in the event the Authorized Official is to cease employment with the [Partner]. Upon termination or expiration, the [partner] shall immediately discontinue use of Atlas, return or destroy all UNDP data and information, and destroy the user name and password. The [partner] shall notify UNDP within two (2) days of expiration or termination of this Atlas Access Agreement that the user name and password have been destroyed and all UNDP data and information returned or destroyed.

11. This Atlas Access Agreement shall enter into force upon signature by both Parties and shall remain in force unless terminated by either party for the duration of the Project Agreement.

12. Any dispute between the Parties arising out of this Atlas Access Agreement shall be handled in accordance with the dispute settlement clause in the Project Agreement.

13. Nothing in this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNDP.

IN WITNESS WHEREOF, the duly authorized representatives of the Parties affix their signatures below:

For UNDP: For [partner]:

________________ _________________

Name Name

________________ _________________

Title Title

________________ _________________

Date Date

Authorized Official for Partner:

________________

Name

________________

Title

________________

Date

................
................

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