CONFORMED COPY The World Bank 1818 H Street N.W. (202) 477-1234 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS infoDEV_tagline November 28, 2011 Dr. Le Hoai Quoc President of the Board of Management of Saigon Hi-Tech Park D1 Street, Saigon Hi-Tech Park, District 9 Ho Chi Minh City Vietnam Re: infoDev Grant No. RMAL-EAP/TF099525 Mobile Applications Lab in Vietnam Project Dear Dr. Le Hoai Quoc: In response to the request for financial assistance made on behalf of Saigon Hi-Tech Park (SHTP) (“Recipient�), I am pleased to inform you that the International Bank for Reconstruction and Development (“World Bank�), acting as administrator of grant funds provided by the infoDev Multi- Donor Trust Fund, proposes to extend to the Recipient a grant in an amount not to exceed Three Hundred and Eighty Thousand United States Dollars (U.S.$380,000) (“Grant�) on the terms and conditions set forth or referred to in this letter agreement (“Agreement�), which includes the attached Annex, to assist in the financing of the project described in the Annex (“Project�). This Grant is funded out of the abovementioned trust fund for which the World Bank receives periodic contributions from the donors to the trust fund. Please note that in accordance with Section 3.02 of the Standard Conditions (as defined in the Annex to this Agreement), the World Bank’s payment obligations in connection with this Agreement are limited to the amount of funds made available to it by the donors under the abovementioned trust fund, and the Recipient’s right to withdraw the Grant proceeds is subject to the availability of such funds. Accordingly, in the event that any donor cancels or fails to pay any contributions under the trust fund to the World Bank for any reason, or that as a result of currency exchange variations the amount of funds available in the trust fund is insufficient for the purposes of the Grant, the Recipient shall bear the risk of such funding shortfall and the World Bank shall not have any liability whatsoever to the Recipient or to any third parties in respect of any expenditures or liabilities incurred by the Recipient or any third parties in connection with this Agreement which exceed the amount of funds made available to the World Bank by the donors for the purposes of the Grant. The Recipient represents, by confirming its agreement below, that it is authorized to enter into this Agreement and to carry out the Project in accordance with the terms and conditions set forth or referred to in this Agreement. The Recipient is expected to complete the Project activities within 6 months prior to the Closing Date specified in Section 3.03 of the Annex to this Agreement. Please confirm the Recipient’s agreement to the foregoing by having an authorized official of the Recipient sign and date the enclosed copy of this Agreement, and returning it to the World Bank. Upon receipt by the World Bank of this countersigned copy, this Agreement shall become effective as of the date of the countersignature; provided, however, that the offer of this Agreement shall be deemed withdrawn if the World Bank has not received the countersigned copy of this Agreement within 40 days after the date of signature of this Agreement by the World Bank, unless the World Bank shall have established a later date for such purpose. Vietnam (SHTP) Page 2 of 8 28 November 2011 Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ infoDev Manager AGREED: Saigon Hi-Tech Park (SHTP) By___________________________________ Recipient’s Representative’s signature Name Le Hoai Quoc Title: President of SHTP Date: December 19, 2011 Enclosures: (1) “Standard Conditions for Grants Made by the World Bank Out of Various Funds�, dated July 31, 2010; (2) Disbursement Letter of the same date as this Agreement, together with “World Bank Disbursement Guidelines for Projects�, dated May 1, 2006; (3) “Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants�, dated October 15, 2006 and revised in January 2011; (4) Project Objectives and Activities. (Attachment 1). Vietnam (SHTP) Page 3 of 8 28 November 2011 ANNEX Article I Standard Conditions; Definitions 1.01. Standard Conditions. The Standard Conditions for Grants Made by the World Bank out of Various Funds dated July 31, 2010 (“Standard Conditions�) constitute an integral part of this Agreement. 1.02. Definitions. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the Standard Conditions or in this Agreement. Article II Project Execution 2.01. Project Objectives and Description. The objectives of the Project and the Project activities to be financed out of the proceeds of the Grant are as set forth in Attachment [1] to this Annex. 2.02. Project Execution Generally. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project in accordance with: (a) the provisions of Article II of the Standard Conditions; (b) this Article II; and (c) the “Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants�, dated October 15, 2006 and revised in January 2011. 2.03. Project Deliverables. The Recipient shall: (a) furnish to the World Bank all reports, documents or programs (each, a “Deliverable�) to be developed under the Project, in electronic (electro-magnetic or machine readable format) and printed format; (b) if the Deliverable is a conference or workshop, the Recipient shall furnish to the World Bank an agenda of the event and any reports or papers resulting from the event on a timely basis as agreed with the World Bank; and (c) ensure that infoDev is clearly identified as a sponsor on all Deliverables. 2.04. Project Monitoring, Reporting and Evaluation. The Recipient shall monitor and evaluate the progress of the Project and, upon the World Bank’s request, prepare Project Reports, in accordance with the provisions of Section 2.06 of the Standard Conditions and on the basis of the indicators acceptable to the World Bank. Each Project Report shall cover such period as shall be indicated in the World Bank’s request and shall be furnished to the World Bank not later than one month after the date of such request. 2.05. Financial Management. (a) The Recipient shall ensure that a financial management system is maintained in accordance with the provisions of Section 2.07 of the Standard Conditions. (b) The Recipient shall ensure that interim unaudited financial reports for the Project are prepared and furnished to the World Bank not later than one month after the end of each calendar quarter, covering the quarter, in form and substance satisfactory to the World Bank. (c) The Recipient shall have its Financial Statements audited in accordance with the provisions of Section 2.07 (b) of the Standard Conditions. Such audit of the Financial Statements shall cover the entire period during which withdrawals from the Grant Account were made; provided, however, that in the event that the Closing Date referred to in Section 3.03 of this Agreement is extended, such audit Vietnam (SHTP) Page 4 of 8 28 November 2011 shall, if so requested by the World Bank, separately cover such additional period as shall be indicated in the World Bank’s request. The audited Financial Statements for such period shall be furnished to the World Bank not later than six months after the end of such period. 2.06. Procurement (a) General. All goods, works and services required for the Project and to be financed out of the proceeds of the Grant shall be procured in accordance with the requirements set forth or referred to in: (i) Section I of the “Guidelines: Procurement of Goods, Works and Non-Consulting Services under IBRD Loans and IDA Credits and Grants by World Bank Borrowers� dated January 2011(“Procurement Guidelines�), in the case of goods, works and non-consulting services; and (ii) Sections I and IV of the “Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers� dated January 2011 (“Consultant Guidelines�) in the case of consultants’ services; and (iii) the provisions of this Section, as the same shall be elaborated in the procurement plan prepared and updated from time to time by the Recipient for the Project in accordance with paragraph 1.18 of the Procurement Guidelines and paragraph 1.25 of the Consultant Guidelines (“Procurement Plan�). (b) Definitions. The capitalized terms used in the following paragraphs of this Section to describe particular procurement methods or methods of review by the World Bank of particular contracts, refer to the corresponding method described in the Sections II and III of Procurement Guidelines, or Sections II, III, IV and V of the Consultant Guidelines, as the case may be. (c) Particular Methods of Procurement of Goods, Works and Non-consulting Services. (i) Except as otherwise provided in sub-paragraph (ii) below, goods, works and non- consulting services shall be procured under contracts awarded on the basis of International Competitive Bidding. (ii) the following methods, other than International Competitive Bidding, may be used for procurement of goods, works and non-consulting services for those contracts specified in the Procurement Plan: (A) National Competitive Bidding, (B) Shopping; and (C) Direct Contracting. (d) Particular Methods of Procurement of Consultants’ Services. (i) Except as otherwise provided in sub-paragraph (ii) below, consultants’ services shall be procured under contracts awarded on the basis of Quality- and Cost-based Selection. (ii) The following methods, other than Quality- and Cost-based Selection, may be used for the procurement of consultants’ services for those contracts which are specified in the Procurement Plan: (A) Selection based on Consultants’ Qualifications; (B) Single-source Selection of consulting firms; (C) Selection of Individual Consultants; and (D) Single-source procedures for the Selection of Individual Consultants. (e) Review by the World Bank of Procurement Decisions. The Procurement Plan shall set forth those contracts which shall be subject to the World Bank’s Prior Review. All other contracts shall be subject to Post Review by the World Bank. Vietnam (SHTP) Page 5 of 8 28 November 2011 (f) Procurement Audit. The Recipient shall ensure that the audit conducted pursuant to Section 2.05 (c) of this Agreement shall also include an audit of the procurement of goods and services financed out of the proceeds of the Grant. Article III Withdrawal of Grant Proceeds 3.01. Eligible Expenditures. (a) The Recipient may withdraw the proceeds of the Grant in accordance with the provisions of (a) Article III of the Standard Conditions, (b) this Section, and (c) such additional instructions as the World Bank may specify by notice to the Recipient (including the “World Bank Disbursement Guidelines for Projects� dated May 2006, as revised from time to time by the World Bank and as made applicable to this Agreement pursuant to such instructions), to finance [100%] (inclusive of Taxes) of Eligible Expenditures consisting of goods, works, non-consulting services, consultants’ services including audits, Workshops and Training, and Operating Costs. (b) For the purposes of paragraph (a) of this Section: (i) the term “Workshops and Training� means the costs associated with workshops and training carried out under the Project including travel and subsistence costs for workshop and training participants, costs associated with securing the services of workshop speakers and trainers, rental of workshop and training facilities, preparation and reproduction of workshop and training materials, and other costs directly related to workshop and training course preparation and implementation; and (ii) the term “Operating Costs� means the operating costs incurred on account of the implementation of the Project including maintenance of vehicles, fuel, equipment, office supplies, rental charges, utilities, consumables, bank charges, advertising expenses, insurance, travel, per diems, and accommodation, but excluding salaries of civil servants. 3.02. Withdrawal Conditions. Notwithstanding the provisions of Section 3.01 of this Agreement, no withdrawal shall be made for payments made prior to the date of countersignature of this Agreement by the Recipient. 3.03. Withdrawal Period. The Closing Date referred to in Section 3.06 (c) of the Standard Conditions is June 30, 2013. Article IV Intellectual Property Rights/Licenses 4.01. Intellectual Property Rights/Licenses (a) The World Bank shall, except as provided below, own all right, title and interest, including all intellectual property rights, in and to any Deliverable created under this Agreement. The World Bank hereby grants to the Recipient a perpetual, royalty-free, non-exclusive, worldwide license to use, modify, copy, exploit, distribute (including sublicensing), create derivative works of, make, have made, sell, offer for sale and import such intellectual property contained in any such Deliverable. To the extent that any Deliverable contains any intellectual property previously developed by the Recipient or by third parties, and to the extent that the Recipient creates any derivative works as referred to above, the Recipient hereby grants to the World Bank a license over such previously developed intellectual property and over any derivative works on the same terms as specified above. Any such previously developed intellectual property shall be so identified. Vietnam (SHTP) Page 6 of 8 28 November 2011 (b) The Recipient hereby represents and warrants to the World Bank, and the World Bank enters into this Agreement in the express reliance upon such representation and warranty, that: (i) the Recipient either owns or holds valid and continuing licenses to any intellectual property used in connection with the performance of the Project or any Deliverables provided hereunder, and that, as a result of such use, the Recipient will not be in violation of any such licenses; and (ii) the Recipient has the right to grant the licenses in sub-article 4.01 (a), above. (c) The Recipient hereby expressly protects, indemnifies and holds harmless the World Bank, its affiliates and each of their officers, directors, employees, contractors and agents (collectively the “Indemnified Parties�) from and against any liabilities, claims, suits, damages and expenses (including but not limited to reasonable attorneys’ fees) arising from any third party claims alleging that any Deliverables or other materials provided by the Recipient hereunder, or the use of such Deliverables or materials in connection with the Project or by the Indemnified Parties during or after the termination or expiration of this Grant, infringe or misappropriate any trade name, trademark, trade secret, patent, copyright or any other intellectual propriety right of a third party, provided that such infringement does not result from negligent use. Article V Recipient’s Representative; Addresses 5.01. Recipient’s Representative. The Recipient’s Representative referred to in Section 7.02 of the Standard Conditions is its official who has countersigned this Agreement on behalf of the Recipient. 5.02. Recipient’s Address. The Recipient’s Address referred to in Section 7.01 of the Standard Conditions is its address indicated in the cover letter of this Agreement. 5.03. World Bank’s Address. The World Bank’s Address referred to in Section 7.01 of the Standard Conditions is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable: Telex: Facsimile: INTBAFRAD 248423 (MCI) or 1-202-477-6391 Washington, D.C. 64145 (MCI) Vietnam (SHTP) Page 7 of 8 28 November 2011 Attachment [1] PROJECT OBJECTIVES AND ACTIVITIES The project (“Project�) aims to establish the mLab, which will serve as a regional hub for building and promoting core competencies in development of innovative mobile applications/ solutions in the East Asia Region by providing infrastructure and resources to: • Stimulate creation of innovative new mobile applications and services • Bring those products and services to market • Develop qualified workforce • Share expertise and knowledge base The mLab will focus on the promotion of new mobile applications and services development; formation of new and viable startups; creation of new and value-added jobs; supply of qualified graduates. It will design effective approaches to developing business, soft skills and technical competencies among interested parties, as well as supporting education institutions to embrace new knowledge to meet the current and future market demand. The services and functions of the mLab will evolve over time, but it is expected that they will include some or all of the following: 1. Training and accreditation for mobile applications developers. 2. Testing and certification of applications across different mobile platforms. 3. Competition for ideas and business models. 4. Business mentoring for entrepreneurs. 5. Replication and scaling successful applications. 6. Repository of knowledge in ICT4D. 7. Contribution towards consumer behavior research. 8. Access to finance and access to markets. 9. Networking/collaboration opportunities with experts and peers For more details about Project Objectives and Activities please see www.infodev.org/csb. PROJECT SCORECARD Intermediary project deliverables are as follows: Expected Outcomes during the first 12 months of operation (intermediary project milestones): • A governance model defined and implemented, including creating a functional steering committee representing consortium members and other important stakeholders; • Appointment of an mLab Manager. A written “no-objection� notice must be obtained from the World Bank before the Recipient proceeds with the appointment. • A feasible business model and business plan finished and complemented by a sustainability and revenue plan to ensure longer-term future of the mLab; • Revenue generation activities successfully initiated (e.g. bring on at least one other financial sponsor); Vietnam (SHTP) Page 8 of 8 28 November 2011 • Development of an mLab scorecard. In consultation with, and with advice from the steering committee and the World Bank, the Recipient will develop a scorecard to measure the performance of the mLab implementation process, and an M&E scorecard to measure the performance and effectiveness of the mLab post implementation. • mLab space opened; • A virtual space established (website created, providing a repository of articles, resources, a database of application developers and other helpful tools); • Mobile application testing environment set up; • Short training courses developed and at least 50 students trained in mobile app development; • Vocational training program developed and at least 20 students enrolled to the program. • Academic training program designed and implementation started (e.g. recruitment of lecturers). • At least one major competition aimed at applications developers implemented, and results posted - a regional mLab event linked to the competition organized with the aim to accelerating the implementation of the best participants; • First incubatees selected and placed within the mLab to benefit from the incubation program services (Objective is 10 startups in the first batch); • Collaboration with other regional mLabs and with other similar organizations within the East Asia region. In order to monitor the implementation of the Project and to evaluate the outcomes, the indicators should be reported in a timely manner with a full summary at the completion of the Project. One measure of success of the Lab is that it should aim to generate between 8-10 mobile applications by 2013. RECIPIENT’S CONTRIBUTION The recipient represents that it is the owner of, and will make available to the mLab furnished office space to house mLab clients in existing 450 square meter SHBI office space located at Saigon Hi-Tech Park in Ho Chi Minh City, (the “Property�) for a period of at least 2 years starting from the effective Date of this Agreement. The recipient has agreed that the mLab may use and occupy the Property without paying office rental fees during the first two years of implementation of the project. The Recipient may use the grant to cover reasonable fees relating to the use of electricity and internet, but the recipient will be responsible for payment of all other charges on the facilities such as water or any other rates and taxes payable with respect to the facilities at SHBI. The recipient will make an in-kind contribution of time and effort of two full time staff towards the development, management and implementation of the mLab worth an equivalent of $16,800 over two years. The Recipient further represents that it intends to generate additional income from the services offered to incubatees and other mLab clients that will enable the mLab to cover the total amount of operating costs incurred by the services provided.