SECONDMENT AGREEMENT TERMS

These Secondment Agreement Terms govern the relationship between Secondee, Receiving Organization and Sending Organization. The Secondment Agreement between Receiving Organization, Sending Organization, and Secondee consists of the following: the Secondment Agreement, Schedule A to that Secondment Agreement, and these Secondment Agreement Terms. Capitalized terms not otherwise defined in these Secondment Agreement Terms shall have the meaning given to them in the Secondment Agreement.

1. Salary and Expenses of Secondee.

Receiving Organization shall not be responsible for Secondee’s salary or payment of any expenses incurred by Secondee unless specified in this Agreement. Secondee and Sending Organization are responsible for payment of all of Secondee’s salary, personal support, and expenses (including, without limitation, Secondee’s housing, visa expenses, transportation, medical costs, taxes, insurance (medical, life, and emergency evacuation), and retirement benefits) in accordance with Sending Organization’s normal policies and procedures. Should Receiving Organization pay any expenses incurred by Secondee not specified in this Agreement, Sending Organization agrees to promptly reimburse Receiving Organization upon request for those expenses.

2. Accountability.

Throughout the duration of the Assignment Period, the Parties agree that Sending Organization continues to exercise authority over any actions or responsibilities carried out by Secondee that fall outside the scope of the Team Assignment. However, when Secondee is carrying out an assignment that is part of the Team Assignment, the Parties agree that Secondee shall follow Receiving Organization’s lines of authority.

3. Child Protection Policy.

Sending Organization certifies to Receiving Organization that Secondee has passed a background screening (i.e., background check, reference check, and interview) that meets the requirement of Receiving Organization’s child protection policy, and that Secondee has received child protection training that meets Receiving Organization’s child protection policy. This screening and training must be completed prior to Secondee beginning the Team Assignment.

4. Receiving Organization Responsibilities.

Receiving Organization agrees to be responsible for the following:

1. To provide advice concerning the necessary documentation and visa for Secondee to enter into any country in which Secondee is carrying out a project for Receiving Organization.
2. To brief Secondee on standard security procedures that apply to Secondee’s Team Assignment, including reviewing any team contingency plan
3. To assist Secondee in the event of any crisis situation arising out of the Team Assignment that affects Secondee or Secondee’s family.
4. To provide Secondee orientation to the area, the work, and the Receiving Organization’s policies, strategies, visions, values, core beliefs, and projects
5. To provide advice to Secondee on suitable living accommodations.
6. To provide Secondee advice on cultural and language acquisition.
7. To provide Secondee with annual goals for the Team Assignment and, upon request, an annual evaluation that will be forwarded to Sending Organization.
8. To provide Secondee with access, at the discretion of Receiving Organization’s supervision, to meetings and other large group gatherings of Receiving Organization personnel that relate to Secondee’s Team Assignment.

5. Secondee Responsibilities.

Secondee agrees to be responsible for the following when fulfilling the Team Assignment:

1. To abide by the rules and laws of any country in which Secondee is serving. This obligation includes paying all taxes owed.
2. To abide by the Receiving Organization’s policies and standard operating procedures, including its child protection policy, and to promote the Receiving Organization’s vision, values, and core beliefs.
3. To provide any ministry reports and strategy reports related to the Team Assignment requested by Receiving Organization supervisors
4. To provide any financial reports required by Receiving Organization to account for any funds provided to Secondee by the Receiving Organization during the Assignment Period.
5. To cover the costs of any debts incurred by Secondee.
6. To be responsible for obtaining the required documentation for all Receiving Organization projects in which Secondee is involved.
7. To cover the cost of repatriation in case of emergency or loss of visa.
8. To agree not to receive financial compensation for work from any entity other than Sending Organization, or an entity approved by the Sending Organization, during the Assignment Period. Secondee should disclose to Receiving Organization any work being done during the Assignment period for an entity other than Sending Organization.
9. To ensure that furlough, vacation, and return visits to Secondee’s home country come at appropriate times and do not adversely impact Secondee’s fulfilment of the Team Assignment or the work of Receiving Organization.
10. To immediately return any Receiving Organization property upon request by Receiving Organization or upon the termination of this Agreement.
11. To not sign contracts on behalf of Receiving Organization or otherwise act as an agent of Receiving Organization that could obligate it to third parties.
12. To carry out all ministry when fulfilling the Team Assignment in a way that is consistent with and not contrary to the Baptist Faith and Message of 2000, and to promote Receiving Organization’s vision, values, and core beliefs.

6. Security Conditions and Guidelines.

Secondee agrees:

1. To be familiar with United States State Department Guidelines concerning travel to and living within any country that Secondee travels to or works in during the Assignment Period.
2. To register with the Embassy’s Consular Section in any country the Secondee is traveling to or working in during the Assignment Period.
3. To refrain from referring to Receiving Organization by name in any publication, in a public forum, or to the media without the explicit written consent of the Receiving Organization supervisor.
4. To be sensitive to communication security concerns while using all phones, internet, websites, Facebook, etc.
5. To ensure that all supporters, family and friends do not send compromising correspondence.
6. To ensure that Secondee’s passport and other documents will not include any information that may compromise Receiving Organization or its personnel.
7. To be committed to facilitating inter-team communication by obtaining, loading and using team-specified or approved secure software and using appropriate password settings, including hard drive encryption.
8. To understand that it is Secondee’s responsibility to notify Secondee’s supervisor at Receiving Organization of Secondee’s location when not sleeping in Secondee’s home, including the method of contact in case of an emergency.
9. To avoid all contact with the media under any circumstances on behalf of Receiving Organization and to refer all media requests to the Receiving Organization’s Media Spokesperson.

Secondee further agrees that in the event of a crisis that arises out of Secondee’s fulfilment of the Team Assignment, Secondee will abide by the security guidelines set in place by Receiving Organization, follow the contingency plan of the team to which Secondee is assigned, and follow the instructions of the Receiving Organization’s Crisis Action Team. In the event of a crisis that arises in other situation where Secondee is not fulfilling the Team Assignment, Secondee shall follow the instructions and security guidelines of Sending Organization.

SECONDEE FURTHER ACKNOWLEDGES AND UNDERSTANDS THAT IF SECONDEE OR A FAMILY MEMBER OF SECONDEE IS KIDNAPPED, RECEIVING ORGANIZATION WILL NOT PAY A RANSOM FEE.

7. Indemnification

1. Receiving Organization shall indemnify, at its expense, and defend Secondee and/or Sending Organization and its affiliates and their respective employees, directors, officers, principals (partners, shareholders or holders of an ownership interest as the case may be), agents and representatives against any claim and pay all costs, damages and attorneys’ fees that a court awards arising out of (i) violations of law by Receiving Organization in connection with this Secondment Agreement; and (ii) negligent act(s) or willful omission(s) by Receiving Organization in connection with this Secondment Agreement; provided that Receiving Organization is given reasonable written notice of the claim, an opportunity to control the defense and settlement of the claims, and reasonable cooperation in the defense or settlement negotiations of such claims.
2. Sending Organization shall indemnify, at its expense, and defend Receiving Organization and its affiliates and their respective employees, directors, officers, principals (partners, shareholders or holders of an ownership interest as the case may be), agents and representatives against any claim and pay all costs, damages and attorneys’ fees that a court awards arising out of (i) violations of law by Secondee or Sending Organization in connection with this Secondment Agreement; and (ii) negligent act(s) or willful omission(s) by Secondee or Sending Organization in connection with this Secondment Agreement; provided that Sending Organization is given reasonable written notice of the claim, an opportunity to control the defense and settlement of the claims, and reasonable cooperation in the defense or settlement negotiations of such claims.
3. The terms of this Paragraph shall survive the termination of this Secondment Agreement.

8. Termination

1. This Secondment Agreement may be terminated at any time by any Party by giving written notice to all Parties; however, any confidentiality obligations and financial obligations owed by any Party to another Party under this Secondment Agreement shall survive the termination of the Secondment Agreement unless agreed to in writing by the Party to whom the obligation is owed.
2. This Secondment Agreement shall automatically terminate upon the termination of Secondee’s employment with Sending Organization.
3. In the event that Receiving Organization terminates the Secondment Agreement, any visa or sponsorship that Receiving Organization has provided to Secondee in order to live or work in a particular country automatically expires, unless agreed to in writing by Receiving Organization.

9. Confidentiality.

The obligations set forth in this Section shall survive this Secondment Agreement indefinitely. Secondee and Sending Organization acknowledge that during the duration of this Agreement, Secondee and/or Sending Organization may learn or receive confidential information from or about Receiving Organization. Secondee and Sending Organization agree that all such information relating to the Receiving Organization’s affairs shall be kept confidential by Secondee and Sending Organization. In the event of a breach of confidentiality, Receiving Organization shall have the authority to take disciplinary action, up to and including termination pursuant to this paragraph, and require the Sending Organization and/or Secondee to remedy any such breach of confidentiality.

10. Governing Law and Dispute Resolution.

This Secondment Agreement: (a) shall be governed by, construed and enforced according to the laws of the Commonwealth of Virginia, without giving effect to Virginia’s conflict of laws provisions; (b) may not be amended except by writing executed by all Parties; and (c) regarding the subject matter it contains, represents the entire agreement among the Parties and supersedes any oral or written agreement, understanding, representation, discussion or other documentation to the contrary. The exclusive mechanism for resolution of any disputes concerning any aspect of its execution, implementation, interpretation or termination shall be a Biblical process that involves good faith negotiations, and if necessary, Christian conciliation (which may include mediation or arbitration or both) under the rules of the Institute for Christian Conciliation (see http://www.iccpeace.com/guidelines) conducted in Virginia. Each Party irrevocably waives any right to seek relief of any kind, legal or equitable, in the courts or administrative agencies of any government body, anywhere in the world, except that a Party may seek enforcement of an arbitration decision rendered by the Christian conciliator through the courts of Virginia or any other state where the Parties are doing business or have assets. The terms of this Section shall survive the termination of this Secondment Agreement.

11. Secondee’s Acceptance of Risks.

Secondee acknowledges that Receiving Organizatoin has advised Secondee of the risks involved in this assignment. In addition, Secondee has had the opportunity to undertake independent investigation of the risks in the region in which Secondee will be serving, including an opportunity to review any information provided by the US State Department and the Center for Disease Control. Secondee has had the opportunity to consult his or her own personal legal counsel prior to agreeing to this Secondment Agreement. Being fully aware of the risks he or she is undertaking, Secondee hereby waives on behalf of the Seondee, the Secondee’s family, and Secondee’s estate, to the full extent permitted by law, any claims against Receiving Organization or its personnel arising out of Secondee’s service under this Secondment Agrreement. Secondee elects to voluntarily assume all risks that are inherent to this assignment. The terms of this section shall survive the termination of this Secondment Agreement.

12. Warranties and Disclaimers.

Receiving Organization provides all services that are available to Secondee and Sending Organization under this Secondment Agreement “as is” and without any warranty of any kind, express or implied. Receiving Organization expressly disclaims all other warranties, including without limitation, implied warranties of merchantability, and fitness for a particular purpose, accuracy, reliability, or results. Secondee and Sending Organization also understand and acknowledge that Receiving Organization’s ability to provide any particular service to Secondee is subject to local availability.

13. Other Provisions.

This Secondment Agreement is not intended to create an agency relationship between the Parties for any purpose.

The Parties understand and agree that that the provisions of this Secondment Agreement are severable, and, should any provision be found unenforceable, the other provisions shall remain fully valid and enforceable.

This Secondment Agreement may be executed in counterparts, and all executed counterparts together shall constitute one agreement. Signatures may be delivered by facsimile or electronic transmission, and each party to this Agreement may rely upon a facsimile or electronically-delivered signature as if it were an original.

For purposes of this Secondment Agreement, whenever the context requires:

1. The singular number shall include the plural, and vice versa;
2. The masculine gender shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders, the neuter gender shall include the masculine and feminine genders; and
3. The words include and including, and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words without limitation.