MEMORANDUM OF UNDERSTANDING between the International Rescue Committee and the International Bank for Reconstruction and Development and the International Development Association 1. Introduction This Memorandum of Understanding ("MOU") is between the International Rescue Committee ("IRC") and the International Bank for Reconstruction and Development ("IBRD") and the International Development Association ("IDA") (collectively, "the World Bank" or "the Bank"), (each a "Participant", and jointly the "Participants"). WHEREAS, the International Rescue Committee is an international non-governmental organization whose mission is to help people whose lives and livelihoods are shattered by conflict and disaster, including the climate crisis, to survive, recover and gain control over their future. IRC's programs promote health, education, economic wellbeing, and the protection of displaced persons and vulnerable populations. IRC's programs aim to make progress on these outcomes while tackling gender inequalities in and through all of its work. In addition to its program services, IRC also engages in policy and advocacy. WHEREAS, the World Bank is an international development institution established by articles of agreement adopted by its member countries. The 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. It operates using a country-based model to inform the design and delivery of government programs and policies through the provision of financing and sectoral expertise. Where the Bank is unable to work through governments, it leverages context-specific partnerships to maintain service delivery and infrastructure, support the most vulnerable, and build resilience. WHEREAS, The 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, and has adopted the One World Bank Group Partnership Charter (attached as the Annex hereto) which affirms the institution's long-term commitment to partnerships and highlights the principles that underline its work with external partners. THEREFORE, the Participants enter into this MOU to describe their mutual intention to collaborate and cooperate on the common objectives described below. 2. Overall Objectives The World Bank and IRC aim to collaborate and cooperate in areas of mutual interest with respect to fragile and conflict-affected situations, depending on the specific country needs and circumstances, with a special focus on: (a) preserving and strengthening human capital, the capacity of government and local economic and social institutions, and development gains, particularly for the most disadvantaged or vulnerable, (b) improving the effectiveness of the Participants' development assistance in fragile and conflict-affected situations, (c) ensuring inclusion of women and children, and (d) developing crisis preparedness analytics. These and any other objectives to be agreed between the Participants remain subject to the respective internal objectives, functions, policies, and procedures of the Participants. This MOU 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 regards to their own respective administration and operations. 3. Activities and Areas of Collaboration The Participants express the desire to explore the following activities: Strengthening national and local capacity (a) Collaborating and/or complementing each other's efforts to strengthen technical capacity of national and local institutions eligible to receive or benefit from Bank-financed projects in fragile and conflict-affected situations, with a view to improving outcomes for people affected by crisis and extreme poverty, strengthening the social contract, and improving the service delivery capacity of local non-governmental organizations; and (b) Collaborating on supporting, where appropriate, service delivery in areas not controlled by governments, or to populations who are not reached by government-provided services; Improving effectiveness of development assistance (c) Sharing general information to further the understanding of the Participants' operational approaches, including the Bank's country-based model; and (d) Exploring the potential for operational collaboration through context-specific partnerships, particularly in areas not controlled by governments, where appropriate and considering the Participants' capacity and field presence in the particular context. Ensuring inclusion of women and children (e) Collaborating and/or complementing each other's efforts to ensure that women and children are included and reached in Bank-financed projects in fragile, climate change- affected, and conflict-affected settings. This may include: 2 a. Working to enhance displaced or otherwise vulnerable women and children's access to health, education, safety, and economic wellbeing, including working where appropriate with national and local institutions and local non-governmental organizations to strengthen these groups' access to national and local service delivery systems. b. Collaborating where appropriate on care for women and girls who have experienced gender-based violence and enhancing social and economic capacities, standing and recognition. Developing crisis preparedness analytics (f) Sharing existing lessons learned from selected interventions (e.g., water, agriculture, health, education, gender equity and gender-based violence, community engagement and community-driven development, protection of displaced persons and other marginalized or vulnerable groups) in fragile and conflict-affected situations; and (g) Collaborating on sufficiently resourced analytical engagements on preparation for and response to complex emergencies. Each Participant is responsible for its own share of the associated financial and other obligations referred to in this MOU. 4. Intellectual Property The Participants acknowledge that nothing in this MOU is intended to grant a Participant the right to use intellectual property owned or controlled by another Participant. The Participants intend to jointly agree in writing on the ownership and use of any intellectual property deriving from activities under this MOU. The Participants also acknowledge that they may not use the name, mark, or logo of another Participant, or any variation thereof, without the prior written approval of the appropriate Participant. 5. Publicity and Confidentiality This MOU may be publicly disclosed by the Participants. Such disclosure will be made subject to the Participants' respective disclosure or access to information policies. Any information shared between the Participants under this MOU that is designated as "CONFIDENTIAL" may require a separate binding agreement to be entered into between the Participants 6. Conflict of Interest In line with the Bank's country-based model, a member country Recipient of Bank financing is responsible for deciding whether and how to allocate funding from Bank-financed projects while complying with all applicable Bank policies; where the Bank is unable to work through a member 3 country government, the Bank can directly engage a third party, also in accordance with all applicable Bank policies. The collaboration of the Participants under this MOU is not intended to confer a special advantage or preferential status to IRC with respect to Bank operations or financing, including in competing with any other entities as regards the procurement of goods, works or services by the Bank or third parties, where such procurement results from or has a direct relationship to such activities IRC acknowledges the receipt of the Bank's Procurement Regulations for Borrowers under Investment Project Financing (as in effect on the date hereof), which sets forth the Bank's rules on conflict of interest and unfair competitive advantage in relation to contracts under investment project financing. 7. Disclaimers (a) Nothing in this MOU is intended to be construed as creating a joint venture, an agency relationship, or a legal partnership between the Participants. (b) Nothing in this MOU is intended to constitute an agreement or commitment by any Participant to enter into or provide support for any specific activity or project. (c) Nothing in this MOU is intended to constitute commitment with regards to the financing of any specific activity or project. (d) Each Participant is responsible for its respective costs and expenses that may be incurred in connection with the activities described in this MOU. (e) Nothing in this MOU restricts a Participant from entering similar arrangements with third parties covering the same or similar subject matter areas or activities. (f) Nothing herein is intended to prevent the Participants from entering into separate and legally binding agreements related to the areas of collaboration described in this MOU, or otherwise, provided, however, that any such separate and legally binding agreements are discussed and executed separately from this MOU and be subject to the specific terms and conditions set forth therein. 8. Privileges and Immunities Nothing in this MOU is intended to be a waiver of the privileges and immunities of any of the Participants or their officers and employees, as applicable, which privileges and immunities are hereby specifically reserved. 9. Disagreements The Participants acknowledge their intent to resolve any disagreements arising out of this MOU amicably. 4 10. Term and Termination The Participants intend to cooperate as set out in this MOU for an initial period of [three (3) years] after which the Participants intend to review the MOU and determine whether to renew it. Any renewal will be done by an exchange in writing. The Participants endeavor, if they wish to no longer collaborate as set out in this MOU, to end their collaboration under this MOU by: (1) mutual written declaration of the Participants; or (2) a unilateral statement in writing by any Participant (30) calendar days in advance of the intended end of their engagement to the other Participant. 12. Notices, Communications, and Amendments The Participants intend to make notices, communication, and amendments related to this MOU are made in writing (wet ink or electronic mail). 13. Official Representatives and Addresses Unless notified otherwise, each Participant designates below its representative with overall responsibility for all activities and communication in connection with this MOU. For the Bank: Seynabou Sakho Director of Strategy and Operations Office of the Managing Director of Operations 1818 H Street, NW Washington, DC 20433 E-mail: ysakho@worldbank.org For the IRC: David Miliband President and CEO Office of the President 122 East 42 nd Street, New York, NY 10168 E-mail: David.Miliband@rescue.org Signed in New York on November 14, 2024, in English. 5 14. Miscellaneous This MOU is only intended to set out a summary of the understandings between the Participants. Nothing expressed or implied herein (whether by operation of law or otherwise) is intended to legally commit or oblige any Participant to perform or observe any of the provisions herein, and this MOU is not intended to create any binding and enforceable obligations nor any rights to the Participants. For the International Rescue Committee ~ ~ Signature David Miliband, President and CEO November 14, 2024 For the International Bank of Reconstruction and Development and the International Development Association lo Seynabou Sakho, Director of Strategy and Operations on behalf of Anna Bjerde, Managing Director of Operations November 14, 2024 6 ANNEX 1 One World Bank G ou Partnership Charter As One World Bank Group, we seek to be a valued partner in the country, regional and global spaces. We are a global multilateral organization which draws on the strength of all our shareholders and partners. We work in a fit-for-purpose manner within our governance structure, based on our founding documents and consistent with our policy framework. - - - - Principles of Partnership We respect the role of countries and their governments in leading national development strategies and programs. We believe that no one country or institution alone can address today's 2 formidable development challenges. A diverse range of partnerships, collaborating across boundaries and borders, is essential. We respect the diverse roles of other development institutions, for 3 example, UN, bilateral agencies, civil society, foundations and non- governmental organizations, and aim as a matter of course to leverage the comparative advantages of our partners for the greatest impact. We work to harmonize and align to the extent possible with other 4 Multilateral Development Banks to the benefit of our client countries. We value the role of the private sector as integral partners for sustainable development. We welcome and embrace learning from stakeholders and working together to find development solutions that achieve greater efficiency, 6 innovation, replicability and scale. We take on the Bank's responsibility as an institution that produces data and knowledge to be shared in order to generate greater understanding of development challenges and achieve greater impact. We are committed to making the most out of important country, regional, 7 and global fora, whether convened by the World Bank Group or other partners. We will put decency, respect, and transparency at the center of our efforts 8 to build partnerships. By upholding these core values, we will foster trust, collaboration, and innovation.