DocuSign Envelope ID: 077DE4E6-0CF8-49C4-849D-4B858773A178 MEMORANDUM OF UNDERSTANDING BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, INTERNATIONAL DEVELOPMENT ASSOCIATION AND YALE UNIVERSITY ON BEHALF OF THE CENTER FOR INDUSTRIAL ECOLOGY AT THE YALE SCHOOL OF THE ENVIRONMENT OCTOBER 12, 2021 DocuSign Envelope ID: 077DE4E6-0CF8-49C4-849D-4B858773A178 This Memorandum of Understanding (“Memorandum”) represents a statement of intent by the International Bank for Reconstruction and Development (“IBRD”) and the International Development Association (“IDA”) (together, the “World Bank””) and Yale University on behalf of the Center for Industrial Ecology at the Yale School of the Environment (“YALE”), (together with the World Bank, the “Participants”) to collaborate in the achievement of common objectives as outlined below. 1. Background (a) The World Bank is an international development institution established by its Articles of Agreement. The World Bank’s mission is to reduce poverty, improve living conditions, and promote sustainable and comprehensive development in the developing world. It achieves these objectives by providing loans, concessional financing, technical assistance, and knowledge-sharing services to its member countries and through partnerships with other organizations. The World Bank has an interest in collaborating with public and private entities to improve the effectiveness of development assistance, thereby contributing to the achievement of the Sustainable Development Goals. (b) YALE is a private university engaged in industrial ecology and industrial symbiosis through dedicated faculty. YALE wishes to collaborate with the World Bank as set forth below. 2. Common Objectives (a) Consistent with their respective mandates, the Participants wish to cooperate in carrying out activities conducive to developing new studies on industrial ecology in industrial zones. In so doing, the Participants intend to advance the achievement of the Eco-Industrial Park (“EIP”) framework as international recognized tool for the adoption of new technologies to improve sustainability, decent work and economic growth and contribute mitigating climate change (SDG 5, 6, 7, 8, 9, 10, 12, 13). (b) In particular, the Participants anticipate that their collaboration will focus on a number of specific substantive areas including but not limited to: (i) Industrial symbiosis in industrial clusters; (ii) analysis of economics of industrial clusters implementing the EIP framework; (iii) analysis of new technologies to foster industrial symbiosis opportunities in EIPs. 2 DocuSign Envelope ID: 077DE4E6-0CF8-49C4-849D-4B858773A178 3. Forms of Collaboration To further the achievement of their common objectives, the Participants intend to consider ways to: (a) Share knowledge, ideas, and lessons learned; (b) Plan joint activities in areas of common interest; (c) Pool efforts and expertise; (d) Use and leverage their existing resources and facilities to mutual advantage and benefit; (e) Collaborate on the promotion, preparation and organization of training seminars on the implementation of the EIP framework with a focus on industrial symbiosis and industrial ecology; (f) Collaborate on the development of a global platform on EIPs; (g) Jointly engage in a dialogue with stakeholders and others interested in activities being pursued under this Memorandum; (h) Collaborate on ways to join with other entities engaged in activities similar, supplemental, or related to those being pursued under this Memorandum; (i) Collaborate on the dissemination of the result of commonly designed research studies on EIPs to the public through publications, the internet, seminars, workshops, conferences, and other easily accessible and inexpensive means; and (j) Periodically evaluate the effectiveness of working in collaboration with each other, with reference to their respective organizational mandates and priorities. 4. Implementation (a) The Participants bear their own costs associated with collaboration under the MOU. (b) This Memorandum provides a framework within which the Participants may develop and undertake collaborative activities and is not intended to interfere with the Participants’ independent decision-making with regard to their own respective administration and operations. Each Participant hereby designates and appoints below its representative with overall responsibility for implementing this Memorandum. The Participants may, by written notice to the other Participant, designate additional or different persons as points of contact, but the Participants will have only one person at a time designated as the person with overall responsibility for all activities expected to be carried out pursuant to this Memorandum. For the World Bank: Etienne Raffi Kechichian Senior Private Sector Development Specialist 3 DocuSign Envelope ID: 077DE4E6-0CF8-49C4-849D-4B858773A178 1818 H street, Washington, DC, 20433, USA Phone: +1 (202) 813-7076 Email: ekechichian@worldbank.org For YALE: Dr. Marian Chertow Director, Center for Industrial Ecology 195 Prospect Street Phone: (203) 432-6197 Fax: (203) 432-5556 Email: marian.chertow@yale.edu (c) Specific arrangements for individual activities and projects may be set forth in written work plan(s) (“Work Plan”) to be jointly formulated by the Participants. Each Work Plan will specify the: (i) Activities on EIPs and industrial symbiosis to be undertaken; (ii) Budget and sources of funding or in-kind contributions for the activities to be carried out; (iii) Industrial symbiosis expert, economist and other specialists to be involved; (iv) Names of persons and institutions designated to perform the research; (v) Timeline for the activities to be undertaken; (vi) Participants’ agreement on intellectual property rights, publication, and use of the outputs, as appropriate (see Section 5 below); and (vii) Expected follow-up steps, if any. 5. Intellectual Property (a) This Memorandum does not grant the right to use intellectual property owned by either Participant. Each Participant retains ownership of all its intellectual property as of the date of the Memorandum and its intellectual property produced during the term of the Memorandum. If said intellectual property is not available for use under a public license by the Participant owning said intellectual property, the Parties may agree in writing on the terms of use of said intellectual property as part of the Work Plan, subject to the limitations on disclosure of confidential information and any third party rights. 6. Names, Marks, and Logos (a) The Parties acknowledge that the names and marks “International Bank for Reconstruction and Development,” “IBRD,” “International Development Association,” “IDA,” “World Bank,” and all variations thereof including their 4 DocuSign Envelope ID: 077DE4E6-0CF8-49C4-849D-4B858773A178 associated logos (collectively, the “Bank Name”) are the sole and exclusive property of the Bank and that the names and marks “YALE,” and all variations thereof including their associated logos (collectively, the “YALE Name”) are the sole and exclusive properties of the YALE. Neither Party shall acquire any right, title, or interest in the other Party’s Name under this Agreement. (b) Without prejudice to the above, each Party may use the other Party’s Name on publications directly based on the Activity or to otherwise acknowledge the Parties’ collaboration on the Activity and/or Bank’s funding of the Activity. The use of either Party’s Name by the other Party for anything else shall be subject to the written approval of the other Party, which approval will not be unreasonably withheld. Upon termination of this Agreement, or at the request of a Party at any time, the other Party shall immediately discontinue any and all use of the first Party’s Name other than as permitted by this Agreement and shall destroy stationery, brochures, promotional materials, proposed paid media, and other similar materials bearing any form of the first Party’s Name that then are in its possession or control. (c) The Parties acknowledge that any and all uses by one Party of the other Party’s Name shall inure solely to the benefit of the other Party. The Parties understand and agree that neither Party may use the other Party’s Name in any manner whatsoever that conveys or suggests, directly or indirectly, endorsement or support of the Party or products or services thereof by the other Party. 7. Non-Exclusive Relationship (a) No relationship is established between the Participants, whether under the Memorandum generally or with respect to any specific activities or projects undertaken pursuant thereto, unless explicitly agreed to by the Participants under a separate agreement. Neither Participant is restricted in any way from engaging a third party or third parties to pursue independently of the other Participant the objectives described in this Memorandum except that such engagement with a third party or third parties will not conflict or otherwise unduly interfere with the implementation of this Memorandum or any activities or projects undertaken pursuant thereto. 8. Conflict of Interest (a) The World Bank’s collaboration with YALE on activities under this Memorandum is not intended to confer a, special advantage or preference to YALE in competing with any other entity as regards the procurement of goods, works, or services by the World Bank or third parties, where such procurement results from or has a direct relationship to such activities. (b) YALE acknowledges the receipt of the World Bank’s Procurement Regulations for Borrowers under Investment Project Financing (“Procurement Regulations for 5 DocuSign Envelope ID: 077DE4E6-0CF8-49C4-849D-4B858773A178 Borrowers”) dated November 2020, which set forth, inter alia, the World Bank’s current rules on conflict of interest and unfair competitive advantage in relation to contracts under investment project financing. YALE understands that for purposes of applying the World Bank’s rules on conflict of interest in investment project financing, whether such investment project financing is subject to the Procurement Regulations for Borrowers, as may be amended from time to time, or the earlier rules as set forth in the World Bank Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits & Grants by World Bank Borrowers, or the World Bank’s Guidelines: Procurement of Goods, Works, and Non-Consulting Services under IBRD Loans and IDA Credits & Grants by World Bank Borrowers (each dated Jan. 2011 and revised July 2014), [Name of Other Participant]will be deemed to be a consultant in relation to the activities undertaken pursuant to this MoU. WMO is committed, with respect to any prospective work related to or arising from the activities under this MoU, to adhering to the limitations imposed in relation to conflict of interest as set forth in the applicable World Bank procurement rules. 9. Disclosure and Publicity (a) The Bank may disclose to the public this Memorandum and information with respect to activities and projects contemplated herein in accordance with the Bank’s Policy on Access to Information. YALE may make such disclosure in its internal reporting but will not make any reference to the collaboration in any manner in its advertising of its products or services or in the solicitation of any contracts or other business, whether or not to be financed by the World Bank or an affiliate thereof, except as otherwise authorized by the Bank . (b) Notwithstanding paragraph (a) above, the Participants will not publicly disclose information that either Participant has provided pursuant to this Memorandum and explicitly identified in writing as confidential, except after having obtained the other Participant’s written consent. (c) Seminars, workshops, and conferences organized by the Participants pursuant this Memorandum will be open to the general public, unless otherwise arranged by both Participants. 10. Disputes (a) In case of a dispute or difference arising out of, or in connection with, this Memorandum, the Participants will attempt to reach an amicable resolution in good faith. 11. Limits to this Memorandum 6 DocuSign Envelope ID: 077DE4E6-0CF8-49C4-849D-4B858773A178 (a) This Memorandum is not intended to create any binding obligations. (b) For the avoidance of doubt, this Memorandum does not constitute: (i) an agreement or commitment by either Participant to enter into or provide support for any specific activity or project; (ii) as the creation of a joint venture, an agency relationship, or a legal partnership between the Participants; (iii)waiver of the privileges and immunities of either Participant or its officers and employees, which privileges and immunities are hereby specifically reserved. 12. Term (a) This Memorandum comes into effect upon the date of signature of the last Participant. It has an initial term of 2 years (“Initial term”). (b) To the maximum extent practicable, each activity or project undertaken pursuant to this Memorandum should be fully implemented or at least initiated within the Initial Term. (c) At the end of the Initial Term and the succeeding term, if any, of this Memorandum, a joint assessment by both Participants will be carried out to review the results and lessons learned from their collaborative activities. The views of stakeholders on the nature and progress of activities or projects may be obtained by the Participants as may be deemed necessary. The Participants will discuss and share any conclusions reached which may have a bearing on the Participants’ collaboration under this Memorandum. On the basis of such assessment, the Participants may keep in force, modify, or terminate the Memorandum as provided for below. 13. Modification and Termination (a) This Memorandum may be modified or terminated in writing at any time by the Participants. Further, the Memorandum may be terminated by either Participant at its sole discretion with sixty (60) days’ prior notice in writing to the other Participant. 14. Miscellaneous (a) This Memorandum supersedes any previous intentions or understandings communicated between the Participants in respect of collaborative activities and projects contemplated herein. 7 DocuSign Envelope ID: 077DE4E6-0CF8-49C4-849D-4B858773A178 (b) The person signing this Memorandum on behalf of each Participant hereby represents and warrants to the other Participant that he or she has the requisite legal power and authority to execute this Memorandum on behalf of the Participant. 8 DocuSign Envelope ID: 077DE4E6-0CF8-49C4-849D-4B858773A178 In witness whereof, the Participants have caused this Memorandum to be executed as of the day and date written below. INTERNATIONAL BANK FOR RECONSTRUCTION YALE UNIVERSITY AND DEVELOPMENT, and INTERNATIONAL DEVELOPMENT ASSOCIATION Name: __________________________ Name: ________________________ Vice President, EFI Title: ___________________________ Director, Center for Industrial Title: _________________________ Ecology 12-Oct-2021 13-Oct-2021 Date: ___________________________ Date: _________________________ 9