Common use of Government Responsibilities Clause in Contracts

Government Responsibilities. (a) The Government has principal responsibility for overseeing and managing the implementation of the Program. (b) With the prior written consent of MCC, the Government will designate an entity to be established through a formation order issued by the Council of Ministers of Nepal, as the accountable entity to implement the Program and to exercise and perform the Government’s right and obligation to oversee, manage and implement the Program, including without limitation, managing the implementation of Projects and their Activities, allocating resources and managing procurements. Such entity will be referred to herein as “MCA-Nepal,” and will have the authority to act on behalf of the Government with regard to all Program activities. The Government hereby also designates MCA-Nepal to exercise and perform the Government’s rights and responsibilities to oversee, manage, and implement the activities defined in the Amended and Restated Initial Engagement Technical Assistance Grant Agreement, dated July 20, 2016. The designation contemplated by this Section 3.2(b) will not relieve the Government of any obligations or responsibilities hereunder or under any related agreement, for which the Government remains fully responsible. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). (c) The Government will ensure that any Program Assets or services funded in whole or in part (directly or indirectly) by MCC Funding are used solely in furtherance of this Compact and the Program unless MCC agrees otherwise in writing. (d) The Government will take all necessary or appropriate steps to achieve the Project Objectives during the Compact Term (including, without limiting Section 2.6(a), funding all costs that exceed MCC Funding and are required to carry out the terms hereof and achieve such objectives, unless MCC agrees otherwise in writing). (e) The Government will ensure that the Program is implemented and that the Government carries out its obligations hereunder with due care, efficiency and diligence in conformity with sound technical, financial, and management practices, and in conformity with this Compact, the Program Implementation Agreement, each other Supplemental Agreement and the Program Guidelines. (f) The Government grants to MCC a perpetual, irrevocable, royalty-free, worldwide, fully paid, assignable right and license to practice or have practiced on its behalf (including the right to produce, reproduce, publish, repurpose, use, store, modify, or make available) any portion or portions of Intellectual Property as MCC sees fit in any medium, now known or hereafter developed, for any purpose whatsoever.

Government Responsibilities. (a) The Government has principal responsibility for overseeing and managing the implementation of the Program. (b) With The Government hereby designates MCA-Philippines, an entity established through the prior written consent issuance of MCCExecutive Order No. 849 of the Government (as amended, the Government will designate an entity to be established through a formation order issued by the Council of Ministers of Nepal“Establishment Decree”), as the accountable entity to implement the Program and to exercise and perform the Government’s right rights and obligation responsibilities with respect to overseethe oversight, manage management, and implement implementation of the Program, including including, without limitation, managing the implementation of Projects and their Activities, allocating resources resources, and managing procurements. Such entity will be referred to herein as Millennium Challenge Account- Philippines (“MCA-Nepal,” Philippines”), and will have has the authority to act on behalf of bind the Government with regard to all Program activitiesActivities. The Government hereby also designates Establishment Decree will remain in form and substance satisfactory to MCC. For the avoidance of doubt, the designation of MCA-Nepal to exercise and perform the Government’s rights and responsibilities to oversee, manage, and implement the activities defined Philippines as set forth in the Amended and Restated Initial Engagement Technical Assistance Grant Agreement, dated July 20, 2016. The designation contemplated by this Section 3.2(b) will not relieve the Government of any of its obligations or responsibilities hereunder or as set forth hereunder, under any related agreementagreement (including, upon execution thereof, the PIA), or under the Program Guidelines, for which the Government remains fully responsible. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). (c) The Government will ensure that no law or regulation in the Philippines now or hereinafter in effect makes or will make unlawful or otherwise prevent or hinder the performance of any Program Assets of the Government’s obligations under this Compact, the PIA, or any other related agreement or any transaction contemplated hereby or thereby. (d) The Government will ensure that any assets or services funded in whole or in part (directly or indirectly) by MCC Funding are used solely in furtherance of this Compact and the Program unless otherwise agreed by MCC agrees otherwise in writing. (de) The Government will take all necessary or appropriate steps to achieve the Program Objective and the Project Objectives during the Compact Term (including, without limiting Section 2.6(a), funding all costs that exceed MCC Funding and are required to carry out the terms hereof and achieve such objectives, unless MCC agrees otherwise in writing). (e) The Government will ensure that the Program is implemented and that the Government carries out its obligations hereunder with due care, efficiency and diligence in conformity with sound technical, financial, and management practices, and in conformity with this Compact, the Program Implementation Agreement, each other Supplemental Agreement and the Program GuidelinesTerm. (f) The Government grants to MCC a perpetualwill fully comply with the Program Guidelines, irrevocableas applicable, royalty-free, worldwide, fully paid, assignable right and license to practice or have practiced on in its behalf (including implementation of the right to produce, reproduce, publish, repurpose, use, store, modify, or make available) any portion or portions of Intellectual Property as MCC sees fit in any medium, now known or hereafter developed, for any purpose whatsoeverProgram.

Government Responsibilities. (a) The Government has principal responsibility for overseeing and managing the implementation of the Program. (b) With the prior written consent of MCC, the Government will may designate an entity to be established through passage of a formation order issued by ministerial decree or other legal instrument acceptable to MCC and its implementing regulation (together, the Council of Ministers of Nepal“Establishment Decree”), as the accountable entity to implement the Program and to exercise and perform the Government’s right and obligation to oversee, manage and implement the Program, including without limitation, managing the implementation of Projects and their Activities, allocating resources and managing procurements. Such entity will be is referred to herein as “MCA-NepalIndonesia,” and will have the authority to act on behalf of bind the Government with regard to all Program activities. The Government hereby also designates MCA-Nepal to exercise and perform the Government’s rights and responsibilities to oversee, manage, and implement the activities defined in the Amended and Restated Initial Engagement Technical Assistance Grant Agreement, dated July 20, 2016. The designation contemplated by this Section 3.2(b) will shall not relieve the Government of any obligations or responsibilities hereunder or under any related agreement, for which the Government remains fully responsible. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). (c) The Government will shall ensure that any Program Assets or services funded in whole or in part (directly or indirectly) by MCC Funding are used solely in furtherance of this Compact and the Program unless MCC agrees otherwise in writing. (d) The Government will shall take all necessary or appropriate steps to achieve the Project Objectives during the Compact Term (including, without limiting Section 2.6(a), funding all costs that exceed MCC Funding and are required to carry out the terms hereof and achieve such objectives, unless MCC agrees otherwise in writing). (e) The Government will ensure that the Program is implemented and that the Government carries out its obligations hereunder shall fully comply with due care, efficiency and diligence in conformity with sound technical, financial, and management practices, and in conformity with this Compact, the Program Implementation Agreement, each other Supplemental Agreement and the Program Guidelines, as applicable, in its implementation of the Program. (f) The Government grants shall grant to MCC a perpetual, irrevocable, royalty-free, worldwide, fully paid, assignable right and license to practice or have practiced on its behalf (including the right to produce, reproduce, publish, repurpose, use, store, modify, or make available) any portion or portions of Intellectual Property as MCC sees fit in any medium, now known or hereafter developed, for any purpose whatsoever.

Government Responsibilities. (a) The Government has principal responsibility for overseeing and managing the implementation of the Program. (b) With the prior written consent of MCC, the Government will designate an entity to be established through a formation order issued by the Council of Ministers of Nepal, as the accountable entity to implement the Program and to exercise and perform the Government’s right and obligation to oversee, manage and implement the Program, including without limitation, managing the implementation of Projects and their Activities, allocating resources and managing procurements. Such entity will be referred to herein as “MCA-NepalBenin II,” and will have the authority to act on behalf of bind the Government with regard to all Program activities. The Government hereby also designates MCA-Nepal Benin II also to exercise and perform the Government’s rights and responsibilities to oversee, manage, manage and implement the activities defined in the Amended Grant and Restated Initial Engagement Technical Assistance Grant Implementation Agreement, dated July 20as of September 24, 20162013, as amended. The designation contemplated by this Section 3.2(b) will not relieve the Government of any obligations or responsibilities hereunder or under any related agreement, for which the Government remains fully responsible. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). (c) The Government will ensure that any Program Assets or services funded in whole or in part (directly or indirectly) by MCC Funding are used solely in furtherance of this Compact and the Program unless MCC agrees otherwise in writing. (d) The Government will take all necessary or appropriate steps to achieve the Program Objective and the Project Objectives during the Compact Term (including, without limiting Section 2.6(a), funding all costs that exceed MCC Funding and are required to carry out the terms hereof and achieve such objectives, unless MCC agrees otherwise in writing). (e) The Government will ensure that the Program is implemented and that the Government carries out its obligations hereunder with due care, efficiency and diligence in conformity with sound technical, financial, financial and management practices, and in conformity with this Compact, the Program Implementation Agreement, each other Supplemental Agreement and the Program Guidelines. (f) The Government grants to MCC a perpetual, irrevocable, royalty-free, worldwide, fully paid, assignable right and license to practice or have practiced on its behalf (including the right to produce, reproduce, publish, repurpose, use, store, modify, modify or make available) any portion or portions of Intellectual Property as MCC sees fit in any medium, now known or hereafter developed, for any purpose whatsoever.

Government Responsibilities. (a) The Government has principal responsibility for overseeing and managing the implementation of the Program. (b) With the prior written consent of MCC, the The Government will designate hereby designates an entity to be established as an autonomous entity through a formation order issued by an act of the Council of Ministers of NepalLesotho Parliament, as the accountable entity to implement the Program and to exercise and perform the Government’s right and obligation to oversee, manage and implement the Program, including without limitation, managing the implementation of the Projects and their Activities, allocating resources resources, and managing procurements. Such entity will shall be referred to herein as “MCA-NepalLesotho II,” and will shall have the authority to act on behalf of bind the Government with regard to all Program activities. The Government hereby also designates MCA-Nepal Lesotho II to exercise and perform the Government’s rights right and responsibilities obligation to oversee, manage, and implement the activities defined described in the Amended Grant and Restated Initial Engagement Technical Assistance Grant Implementation Agreement, dated July February 20, 20162019, by and between the Government and MCC (as amended or otherwise modified, the “CDF Agreement”). The designation contemplated by this Section 3.2(b) will does not relieve the Government of any obligations or responsibilities hereunder or under any related agreement, for which the Government remains fully responsible, and any provision of this Compact, the PIA or any Supplemental Agreement obligating MCA-Lesotho II to take any action or refrain from taking any action, as the case may be, means the Government shall cause MCA-Lesotho II to take such action or refrain from taking such action, as the case may be. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). (c) The Government will shall ensure that any Program Assets or services funded in whole or in part (directly or indirectly) by MCC Funding are used solely in furtherance of this Compact and the Program unless MCC agrees otherwise in writing. (d) The Government will shall take all necessary or appropriate steps to achieve each of the Project Objectives during the Compact Term (including, without limiting Section 2.6(a), funding all costs that exceed MCC Funding and are required to carry out the terms hereof and achieve such objectives, unless MCC agrees otherwise in writing). (e) The Government will shall ensure that the Program is implemented implemented, and that the Government carries out its obligations hereunder hereunder, with due care, efficiency efficiency, and diligence in conformity with sound technical, financial, and management practices, and in conformity with this Compact, the Program Implementation Agreement, each other Supplemental Agreement Agreement, each Implementation Letter, and the Program Guidelines. (f) The Subject to Section 3.6(b), the Government retains the ownership rights, including the right to use, all Intellectual Property developed under the Program; and also hereby grants to MCC a perpetual, irrevocable, royalty-free, worldwide, fully paid, assignable worldwide license (including the right and license to assign such license) to practice or have practiced on its behalf (including the right to produce, reproduce, publish, repurpose, use, store, modify, or make available) any portion or portions of Intellectual Property as MCC sees fit in any medium, now known or hereafter developed, for any purpose whatsoeverwhatsoever related to furthering its mission. MCC and the Government may describe any Intellectual Property developed during the Compact Term in an Implementation Letter. For the avoidance of doubt, the Government hereby waives any license fees and agrees that MCC shall have no financial liability to the Government for the license.

Government Responsibilities. (a) The Government has principal responsibility for overseeing and managing the implementation of the Program. (b) With the prior written consent of MCC, the Government will shall designate an entity entity, to be established as an autonomous agency through the issuance of a formation order issued by the Council of Ministers of Nepaldecree, as the accountable entity to implement the Program and to exercise and perform the Government’s right and obligation to oversee, manage and implement the Program, including without limitation, managing the implementation of the Projects and their Activities, allocating resources resources, and managing procurements. Such entity will shall be referred to herein as “MCA-Nepal,Senegal II” and will shall have the authority to act on behalf of bind the Government with regard to all Program activities. Any provision of the Compact obligating MCA-Senegal II to take any action or refrain from taking any action, as the case may be, means that the Government shall cause MCA-Senegal II to take such action or refrain from taking such action, as the case may be. The Government hereby also designates MCA-Nepal Senegal II to exercise and perform the Government’s rights right and responsibilities obligation to oversee, manage, manage and implement the activities defined described in the Amended and Restated Initial Engagement Technical Assistance Grant Compact Development Funding Agreement, dated July 20June 6, 20162017, as amended, between the Government and MCC (the “CDF Agreement”). Prior to MCA-Senegal II’s establishment, the Government hereby designates the Unité de Formulation et de Coordination du Second Programme MCA-Sénégal (“UFC-MCA Sénégal”), established by Decret Nº 1783 dated November 10, 2016 to act on behalf of the Government with respect to the Program and the CDF Agreement, and any reference herein or in the PIA to “MCA-Senegal II” shall be deemed a reference to UFC-MCA Sénégal until such time as MCA-Senegal II is duly established. The designation designations contemplated by this Section 3.2(b) will does not relieve the Government of any obligations or responsibilities hereunder or under any related agreement, for which the Government remains fully responsible. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). (c) The Government will shall ensure that any Program Assets or services funded in whole or in part (directly or indirectly) by MCC Funding are used solely in furtherance of this Compact and the Program unless MCC agrees otherwise in writing. (d) The Government will shall take all necessary or appropriate steps to achieve the Project Objectives during the Compact Term (including, without limiting Section 2.6(a), funding all costs that exceed MCC Funding and are required to carry out the terms hereof and achieve such objectives, unless MCC agrees otherwise in writing). (e) The Government will shall ensure that the Program is implemented with, and that the Government carries out its obligations hereunder with with, due care, efficiency efficiency, and diligence in conformity with sound technical, financial, procurement, and management practices, and in conformity with this Compact, the Program Implementation Agreement, each any other Supplemental Agreement Agreement, any Implementation Letter, and the Program Guidelines. (f) The Government hereby grants to MCC a perpetual, irrevocable, royalty-free, worldwide, fully paid, assignable right and license to practice or have practiced on its behalf (including the right to produce, reproduce, publish, repurpose, use, store, modify, or make available) any portion or portions of Intellectual Property as MCC sees fit in any medium, now known or hereafter developed, for any purpose whatsoever.

Government Responsibilities. (a) The Government has principal responsibility for overseeing and managing the implementation of the Program. (b) With the prior written consent of MCC, the Government will shall designate an entity to be established through a formation order issued by as an autonomous foundation in accordance with the Council Law on Freedom of Ministers of Nepal, Association in Non-Governmental Organizations as the accountable entity to implement the Program and to exercise and perform the Government’s right and obligation to oversee, manage and implement the Program, including without limitation, managing the implementation of the Projects and their Activities, allocating resources and managing procurements. Such entity will shall be referred to herein as “MCA-NepalKosovo,” and will shall have the authority to act on behalf of bind the Government with regard to all Program activities. The Government hereby also designates MCA-Nepal Kosovo to exercise and perform the Government’s rights right and responsibilities obligation to oversee, manage, and implement the activities defined described in the Amended and Restated Initial Engagement Technical Assistance Grant and Implementation Agreement, dated July 20as of October 18, 20162019, by and between the Government and MCC (as amended or otherwise modified, the “CDF Agreement”). Prior to MCA-Kosovo’s establishment, the Government hereby designates the Compact Development Team to act on behalf of the Government with respect to the Program and CDF Agreement, and any reference herein or in the Program Implementation Agreement to “MCA-Kosovo” shall be deemed a reference to the Compact Development Team until such time as MCA-Kosovo is duly established. The designation contemplated by this Section 3.2(b) will does not relieve the Government of any obligations or responsibilities hereunder or under any related agreement, for which the Government remains fully responsible, and any provision of this Compact, the Program Implementation Agreement or any Supplemental Agreement obligating MCA-Kosovo to take any action or refrain from taking any action, as the case may be, means the Government shall cause MCA-Kosovo to take such action or refrain from taking such action, as the case may be. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). (c) The Government will shall ensure that any Program Assets or services funded in whole or in part (directly or indirectly) by MCC Funding are used solely in furtherance of this Compact and the Program unless MCC agrees otherwise in writing. (d) The Government will shall take all necessary or appropriate steps to achieve each of the Project Objectives during the Compact Term (including, without limiting Section 2.6(a), funding all costs that exceed MCC Funding and are required to carry out the terms hereof and achieve such objectives, unless MCC agrees otherwise in writing). (e) The Government will shall ensure that the Program is implemented implemented, and that the Government carries out its obligations hereunder hereunder, with due care, efficiency and diligence in conformity with sound technical, financial, procurement, and management practices, and in conformity with this Compact, the Program Implementation Agreement, each any other Supplemental Agreement Agreement, any Implementation Letter, and the Program Guidelines. (f) The Government hereby grants to MCC a perpetual, irrevocable, royalty-free, worldwide, fully paid, assignable right and license to practice or have practiced on its behalf (including the right to produce, reproduce, publish, repurpose, use, store, modify, or make available) any portion or portions of Intellectual Property as MCC sees fit in any medium, now known or hereafter developed, for any purpose whatsoever.

Government Responsibilities. (a) The Government has principal responsibility for overseeing and managing the implementation of the Program. (b) With the prior written consent of MCC, the Government will shall designate an entity entity, to be established as an autonomous agency through the issuance of a formation order issued by the Council of Ministers of Nepalpresidential decree, as the accountable entity to implement the Program and to exercise and perform the Government’s right rights and obligation obligations to oversee, manage and implement the Program, including without limitation, managing the implementation of the Projects and their Activities, allocating resources resources, and managing procurements. Such entity will shall be referred to herein as “MCA-Nepal,Burkina Faso II” and will shall have the authority to act on behalf of bind the Government with regard to all Program activities. Any provision of the Compact obligating MCA-Burkina Faso II to take any action or refrain from taking any action, as the case may be, means that the Government shall cause MCA-Burkina Faso II to take such action or refrain from taking such action, as the case may be. The Government hereby also designates MCA-Nepal Burkina Faso II to exercise and perform the Government’s rights right and responsibilities obligation to oversee, manage, manage and implement the activities defined described in the Amended and Restated Initial Engagement Technical Assistance Grant Compact Development Funding Agreement, dated July April 20, 20162018, as amended, between the Government and MCC (the “CDF Agreement”). Prior to MCA-Burkina Faso II’s establishment, the Government hereby designates the Unité de Coordination de la Formulation du Second Compact du Burkina Faso (“UCF-Burkina Faso”), established by Decree Nº 2017-210 dated April 19, 2017, to act on behalf of the Government with respect to the Program and the CDF Agreement, and any reference herein or in the PIA to “MCA-Burkina Faso II” shall be deemed a reference to UCF-Burkina Faso until such time as MCA-Burkina Faso II is duly established. The designation designations contemplated by this Section 3.2(b) will does not relieve the Government of any obligations or responsibilities hereunder or under any related agreement, for which the Government remains fully responsible. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). (c) The Government will shall ensure that any Program Assets or services funded in whole or in part (directly or indirectly) by MCC Funding are used solely in furtherance of this Compact and the Program unless MCC agrees otherwise in writing. (d) The Government will shall take all necessary or and/or appropriate steps to achieve the Project Objectives during the Compact Term (including, without limiting Section 2.6(a), funding all costs that exceed MCC Funding and are required to carry out the terms hereof and achieve such objectives, unless MCC agrees otherwise in writing). (e) The Government will shall ensure that the Program is implemented with, and that the Government carries out its obligations hereunder with with, due care, efficiency efficiency, and diligence in conformity with sound technical, financial, procurement, and management practices, and in conformity with this Compact, the Program Implementation Agreement, each any other Supplemental Agreement Agreement, any Implementation Letter, and the Program Guidelines. (f) The Government hereby grants to MCC a perpetual, irrevocable, royalty-free, worldwide, fully paid, assignable right and license to practice or have practiced on its behalf (including the right to produce, reproduce, publish, repurpose, use, store, modify, or make available) any portion or portions of Intellectual Property as MCC sees fit in any medium, now known or hereafter developed, for any purpose whatsoever.

Government Responsibilities. (a) The Government has principal responsibility for overseeing and managing the implementation of the Program. (b) With the prior written consent of MCCThe Government hereby designates MCA-Senegal, the Government will designate an entity to be established through passage of a formation order issued by decree substantially in the Council form and substantially on the terms of Ministers the form of Nepaldecree set forth in Schedule 2 to Annex I, as the accountable entity to implement the Program and to exercise and perform the Government’s right rights and obligation responsibilities with respect to overseethe oversight, manage management, and implement implementation of the Program, including including, without limitation, managing the implementation of Projects and their Activities, allocating resources resources, and managing procurements. Such entity will be referred to herein as “MCA-NepalSenegal,” and will have the authority to act on behalf of bind the Government with regard to all Program activities. The Prior to MCA- Senegal’s establishment, the Government hereby also designates the Mission de Formulation et du Gestion du MCA Senegal (“MFG-MCA”), established by Decret Nº 2008-53 dated January 29, 2008, to act on behalf of the Government with respect to the Compact and the Program. For the avoidance of doubt, the designation of MCA-Nepal Senegal (and MFG-MCA prior to exercise and perform the GovernmentMCA-Senegal’s rights and responsibilities to oversee, manage, and implement the activities defined establishment) as set forth in the Amended and Restated Initial Engagement Technical Assistance Grant Agreement, dated July 20, 2016. The designation contemplated by this Section 3.2(b) will not relieve the Government of any of its obligations or responsibilities hereunder or as set forth hereunder, under any related agreementagreement (including, upon execution thereof, the PIA), or in the Program Guidelines, for which the Government remains fully responsible. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). (c) The Government will ensure that no law or regulation in Senegal now or hereinafter in effect makes or will make unlawful or otherwise prevent or hinder the performance of any Program Assets of the Government’s obligations under this Compact, the PIA, or any other related agreement or any transaction contemplated hereby or thereby. (d) The Government will ensure that any assets or services funded in whole or in part (directly or indirectly) by MCC Funding are will be used solely in furtherance of this Compact and the Program unless otherwise agreed by MCC agrees otherwise in writing. (de) The Government will take all necessary or appropriate steps to achieve the Program Objective and Project Objectives during the Compact Term (including, without limiting Section 2.6(a), funding all costs that exceed MCC Funding and are required to carry out the terms hereof and achieve such objectives, unless MCC agrees otherwise in writing). (e) The Government will ensure that the Program is implemented and that the Government carries out its obligations hereunder with due care, efficiency and diligence in conformity with sound technical, financial, and management practices, and in conformity with this Compact, the Program Implementation Agreement, each other Supplemental Agreement and the Program GuidelinesTerm. (f) The Government grants to MCC a perpetualwill fully comply with the Program Guidelines, irrevocableas applicable, royalty-free, worldwide, fully paid, assignable right and license to practice or have practiced on in its behalf (including implementation of the right to produce, reproduce, publish, repurpose, use, store, modify, or make available) any portion or portions of Intellectual Property as MCC sees fit in any medium, now known or hereafter developed, for any purpose whatsoeverProgram.

Government Responsibilities. (a) The Government has principal responsibility for overseeing and managing the implementation of the Program. (b) With the prior written consent of In consultation with MCC, the Government will may designate an entity to be established as an autonomous entity through issuance of a formation order issued by the Council of Ministers of Nepaldecree-law, as the accountable entity to implement the Program and to exercise and perform the Government’s right and obligation to oversee, manage and implement the Program, including without limitation, managing the implementation of the Projects and their Activities, allocating resources and managing procurements. Such entity will shall be referred to herein as “MCA-NepalTimor-Leste,” and will shall have the authority to act on behalf of bind the Government with regard to all Program activities. The Government hereby also designates MCA-Nepal Timor-Leste to exercise and perform the Government’s rights right and responsibilities obligation to oversee, manage, manage and implement the activities defined described in the Amended and Restated Initial Engagement Technical Assistance Grant Compact Development Funding Agreement, dated July 20May 3, 20162019, by and between the Government and MCC (as amended or otherwise modified, the “CDF Agreement”). Prior to the recruitment of the Executive Director of MCA-Timor-Leste, the Government hereby designates the existing Compact Development Team of Timor-Leste to implement the Program and to exercise and perform the Government’s right and obligation to oversee, manage and implement the Program, including without limitation, managing the implementation of the Projects and their Activities, allocating resources and managing procurements. The designation contemplated by this Section 3.2(b) will shall not relieve the Government of any obligations or responsibilities hereunder or under any related agreement, for which the Government remains fully responsibleresponsible and any provision of this Compact, the PIA or any Supplemental Agreement obligating MCA-Timor-Leste to take any action or refrain from taking any action, as the case may be, means the Government shall cause MCA-Timor-Leste to take such action or refrain from taking such action, as the case may be. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). (c) The Government will shall ensure that any Program Assets or services funded in whole or in part (directly or indirectly) by MCC Funding are used solely in furtherance of this Compact and the Program unless MCC agrees otherwise in writing. (d) The Government will shall take all necessary or appropriate steps to achieve each of the Project Objectives during the Compact Term (including, without limiting Section 2.6(a), funding all costs that exceed MCC Funding and are required to carry out the terms hereof and achieve such objectives, unless MCC agrees otherwise in writing). (e) The Government will shall ensure that the Program is implemented implemented, and that the Government carries out its obligations hereunder hereunder, with due care, efficiency efficiency, and diligence in conformity with sound technical, financial, procurement, and management practices, and in conformity with this Compact, the Program Implementation Agreement, each any other Supplemental Agreement Agreement, any Implementation Letter, and the Program Guidelines. (f) The Government hereby grants to MCC a perpetual, irrevocable, royalty-free, worldwide, fully paid, assignable right and license to practice or have practiced on its behalf (including the right to produce, reproduce, publish, repurpose, use, store, modify, or make available) any portion or portions of Intellectual Property as MCC sees fit in any medium, now known or hereafter developed, for any purpose whatsoever.

Government Responsibilities. (a) The Government has principal responsibility for overseeing and managing the implementation of the Program. (b) With the prior written consent of MCC, the Government will shall designate an entity to be established through as a formation order issued by registered trust in accordance with the Council of Ministers of Nepal, Trustees Incorporation Act as the accountable entity to implement the Program and to exercise and perform the Government’s right and obligation to oversee, manage manage, and implement the Program, including without limitation, managing the implementation of the Projects and their Activities, allocating resources resources, and managing procurements. Such entity will shall be referred to herein as “MCA-NepalMalawi II,” and will shall have the authority to act on behalf of bind the Government with regard to all Program activities. The Government hereby also designates MCA-Nepal Malawi II to exercise and perform the Government’s rights right and responsibilities obligation to oversee, manage, and implement the activities defined described in the Amended and Restated Initial Engagement Technical Assistance Compact Development Funding Grant Agreement, dated July 20May 22, 20162020, between MCC and the Government (as amended or otherwise modified, the “CDF Agreement”). Prior to MCA-Malawi II’s establishment, the Government hereby designates the Malawi Millennium Development Trust (“MMD”) to act on behalf of the Government with respect to the Program and CDF Agreement, and any reference herein or in the Program Implementation Agreement to “MCA- Malawi II” shall be deemed a reference to MMD until such time as MCA-Malawi II is duly established. The designation contemplated by this Section 3.2(b) will does not relieve the Government of any obligations or responsibilities hereunder or under any related agreement, for which the Government remains fully responsible, and any provision of this Compact, the Program Implementation Agreement or any Supplemental Agreement obligating MCA-Malawi II to take any action or refrain from taking any action, as the case may be, means the Government shall cause MCA-Malawi II to take such action or refrain from taking such action, as the case may be. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). (c) The Government will shall ensure that any Program Assets or services funded in whole or in part (directly or indirectly) by MCC Funding are used solely in furtherance of this Compact and the Program unless MCC agrees otherwise in writing. (d) The Government will shall take all necessary or appropriate steps to achieve each of the Project Objectives during the Compact Term (including, without limiting Section 2.6(a), funding all costs that exceed MCC Funding and are required to carry out the terms hereof and achieve such objectives, unless MCC agrees otherwise in writing). (e) The Government will shall ensure that the Program is implemented implemented, and that the Government carries out its obligations hereunder hereunder, with due care, efficiency efficiency, and diligence in conformity with sound technical, financial, procurement, and management practices, and in conformity with this Compact, the Program Implementation Agreement, each any other Supplemental Agreement Agreement, any Implementation Letter, and the Program Guidelines. (f) The Government shall retain ownership of any Intellectual Property developed, in whole or in part, with MCC Funding. The Government hereby grants to MCC a perpetual, irrevocable, royalty-free, worldwide, fully paid, assignable paid license (including the right and license to assign such license) to practice or have practiced on its behalf (including the right to produce, reproduce, publish, repurpose, use, store, modify, or make available) any portion or portions of Intellectual Property as MCC sees fit in any medium, now known or hereafter developed, for any purpose whatsoever.

Government Responsibilities. (a) The Government has principal responsibility for overseeing and managing the implementation of the Program. (b) With The Government hereby designates Millennium Challenge Account Indonesia II, established as a separate legal entity with legal personality created through the prior written consent issuance of MCCMinister of National Development Planning Regulation Number 5/2022 as promulgated on August 9, the Government will designate an entity to be established through a formation order issued by the Council of Ministers of Nepal2022, as further described in Annex I, as the accountable entity to implement the Program and to exercise and perform the Government’s right and obligation to oversee, manage and implement the Program, including without limitation, managing the implementation of the Projects and their Activities, allocating resources resources, and managing procurements. Such entity will shall be referred to herein as “MCA-NepalIndonesia II,” and will have has the authority to act on behalf of bind the Government with regard to all Program activities. The Government hereby also designates MCA-Nepal Indonesia II to exercise and perform the Government’s rights right and responsibilities obligation to oversee, manage, and implement the activities defined described in the Amended Grant and Restated Initial Engagement Technical Assistance Grant Implementation Agreement, dated July 20as of February 4, 20162021, by and between the Government and MCC (as amended or otherwise modified, the “CDF Agreement”). The designation contemplated by this Section 3.2(b) will not relieve the Government of any obligations or responsibilities hereunder or under any related agreement, for which Parties note the Government remains fully responsibleresponsible for the performance of its obligations and responsibilities under this Compact notwithstanding the designation of this Section 3.2(b), and any provision of this Compact, the PIA or any other Supplemental Agreement obligating MCA-Indonesia II to take any action or refrain from taking any action, as the case may be, means the Government shall cause MCA-Indonesia II to take such action or refrain from taking such action, as the case may be. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). (c) The Government will shall ensure that any Program Assets or services funded in whole or in part (directly or indirectly) by MCC Funding are used solely in furtherance of this Compact and the Program unless MCC agrees approves otherwise in writing. (d) The Government will shall take all necessary or appropriate steps to achieve each of the Project Objectives during the Compact Term (including, without limiting Section 2.6(a), funding all costs that exceed MCC Funding and are required to carry out the terms hereof and achieve such objectives, unless MCC agrees approves otherwise in writing). (e) The Government will shall ensure that the Program is implemented implemented, and that the Government carries out its obligations hereunder hereunder, with due care, efficiency efficiency, and diligence in conformity with sound technical, financial, and management practices, and in conformity with this Compact, the Program Implementation Agreement, each other Supplemental Agreement Agreement, and the Program Guidelines. (f) The Government shall retain ownership of any Intellectual Property developed, in whole or in part, with MCC Funding. The Government hereby grants to MCC the United States a perpetual, irrevocable, royalty-free, worldwide, fully paid, assignable paid license (including the right and license to assign such license) to practice or have practiced on its behalf (including the right to produce, reproduce, publish, repurpose, use, store, modify, or make available) any portion or portions of such Intellectual Property as MCC the United States sees fit in any medium, now known or hereafter developed, for any purpose whatsoever.

Government Responsibilities. ‌ (a) The Government has principal responsibility for overseeing and managing the implementation of the Program. (b) With the prior written consent of MCC, the Government will may designate an entity to be established through the passage of a formation order issued by the Council of Ministers of Nepal, decree (an “Establishment Decree”) as the accountable entity to implement the Program and to exercise and perform the Government’s right Government’s‌ rights and obligation obligations to oversee, manage and implement the Program, including without limitation, managing the implementation of Projects and their Activities, allocating resources and managing procurements. Such entity will be referred to herein as the Millennium Challenge Account-Niger (“MCA-Nepal,” Niger”), and will have the authority to act on behalf of bind the Government with regard to all Program activities. The Government hereby also designates MCA-Nepal to exercise and perform the Government’s rights and responsibilities to oversee, manage, and implement the activities defined in the Amended and Restated Initial Engagement Technical Assistance Grant Agreement, dated July 20, 2016. The designation contemplated by this Section 3.2(b) will not relieve the Government of any obligations or responsibilities set forth hereunder or under any related agreementagreement (including, without limitation, the PIA), for which the Government remains fully responsible. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). (c) The Government will ensure that any Program Assets or services funded in whole or in part (directly or indirectly) by MCC Funding are used solely in furtherance of this Compact and the Program unless MCC agrees otherwise in writing. (d) The Government will take all necessary or appropriate steps to achieve the Program Objective and the Project Objectives during the Compact Term (including, without limiting Section 2.6(a), funding all costs that exceed MCC Funding and are required to carry out the terms hereof and achieve such objectives, unless MCC agrees otherwise in writing). (e) The Government will ensure that the Program is implemented and that the Government carries out its obligations hereunder with due care, efficiency and diligence in conformity with sound technical, financial, financial and management practices, and in conformity with this Compact, the Program Implementation Agreement, each other Supplemental Agreement and the Program Guidelines. (f) The Government grants to MCC a perpetual, irrevocable, royalty-free, worldwide, fully paid, assignable right and license to practice or have practiced on its behalf (including the right to produce, reproduce, publish, repurpose, use, store, modify, modify or make available) any portion or portions of Intellectual Property as MCC sees fit in any medium, now known or hereafter developed, for any purpose whatsoever.whatsoever.‌