TERMS OF REFERENCE

LAW
FIRM TO PROVIDE LEGAL ADVISE ACCELERATION INDONESIA

Background:

Save the Children
International has operated in Indonesia since 1976, and Yayasan Sayangi
Tunas Cilik (YSTC), as the local partner of Save the Children International, was
founded and legally registered in May 2014 to deliver programs for the
improvement in children’s lives. Both Yayasan and Save the Children
International work together to share expertise, coordinate activities and pool
resources, which enables us to extend our reach and impact for children.  As a national partner, YSTC has been set on
the pathway by the Save the Children International to become a member in the
global movement within the next few years as it becomes more independent,
self-sustaining and able to advocate for the rights of children in Indonesia.

Save the children and
Yayasan has started the “Member
Acceleration” Process in Indonesia. As a national organisation,
YSTC is ideally positioned to better serve the needs of Indonesia’s 86 million
children by raising funds locally, recruiting national staff and providing a
stronger local network for programming and advocacy of child rights.  SCI programs, implemented by YSTC, help
Indonesian children and their families by improving child protection, health
and nutrition, education, livelihoods, emergency preparedness and response, and
child rights governance. SCI receives funding for these vital programs from
institutional donors, multi-lateral organisations, corporations, and
foundations.

During the “Member Acceleration process”
Yayasan need to get professional opinion on the legal matters listed below to
comply with the local regulations, make the process smooth. In addition to
that, our Human Resources Department
is currently in the process of reviewing all aspects in Human Resources, most
importantly Human Resources Legal and Compliances and the existing Company
Regulation, as well as the Human Resources operations which currently used in
the organization.

Terms of Reference:

Governance:

To become a strong member of SC movement, Yayasan needs
to strengthening the governance and board members role through adding more diversified
and competitive board members.  Yayasan
team is currently working on Board chartered, roles and responsibilities,
expectation from the board members and board different committee. To achieve
these Yasyasan need expert advice from the firm.

1. Advise Yayasan about Board Composition
   (National and International), maximum and minimum board member numbers, board structure
   and process of recruitment and succession according to the Indonesian Law to
   bring the required balance and diversity to the Board
2. Advise senior management on legal risks, liability
   and reporting requirement to authorities in light of Indonesian Non Profit
   (Yayasan) organisation

Transfer of Assets and Awards:

SCI has number of asset which is being used by Yayasan
for implementing program activities through Right to Use MOU. However under
change process, all the title of asset need to be transferred to Yayasan.
Current awards agreements are between SCI and SC member those also needs to be revised
and should be directly signed between member and Yayasan through member to
member agreement. To avoid any risk Yayasan team is looking for the legal advise
from the expert to transfer the awards contract and asset  to Yayasan.

1. Advise and ensure timely, complete and
   accurate adherence to all statutory obligations expected to be met locally by
   the Yayasan to change the title of all assets under Yayasan
2. Advise
   is the process, time frame to transfer asset, awards, Policy and procedures
   from SCI Indonesia to Yayasa. Advise should be also included about the
   documentation, tax liability and notification requirement. (Transfer means change of title and then Yayasan will have
   the full right to use or sell the transferred assets.
3. Advise
   Yayasan if there is any legal restriction that limit Yayasan to take SCI
   activities, asset, and system and how those can be addressed. Also need a detail
   of approval process from different authorities and tax implications.

Transfer of Expat Contract to Yayasan:

All national staff contract are with Yayasan.
There are three Expat staff working with SCI. 
Under change process these three staff contract should be transferred to
Yayasan.

1. Recommendation
   how Yayasan can hire SCI current expat. Need to explore different approaches
   with merits and demerits of each
2.  Can work
   permits for international employees need to be renewed in the event that
   employee contracts will be transferred from the SCI to Yayasan and what would
   be timeframe and process.
3. Need advise
   if there is any limit of work permit for Yayasan

Tax:

There is no
liability for SCI for its grant income as all activities are non for profit. However
Yayasan is looking for the advise can same privilege Yayasan can have and the
what is the process.

1)   
Advise Yayasan if there
is any taxes associated with the transfer of funds, asset, employees
(International and national) and can Yaysan get the Tax/duties exemptions
during emergency responses if any as International NGOs had these concessions?

IT,
Accounting and awards systems:

Currently
Yayasan is using SCI email domain, accounting and grant management system. In
future Yayasan may use SCI HRIS as well. Yaysan is looking for an expert advise
can Yayasan use the same system after the transition for the business as usual.

1)   
Advise on the
regulation which limit Yayasan to have financial system server in the country
and also about email domain. Can Yayasan use Save the Children email server in
IK after getting deregister of SCI and what are the process and documenttion of
the securing official approval?

Licensing
Model: In a member acceleration
process Yayasan would like to use all the SCI logo, branding and, media and
communication material for that Yaysan need following advise.

1. Advise and support  to Yayasan in evaluating licensees model and structuring licensing agreement and conditions
   constitute grounds for early termination of the licensing agreement and what will
   be minimum or maximum contract period?
2. Also advise to secure all the respective permission form the authorities
3. If there is any limitation how can Yayasan can addressed those to secure
   licensing model.

Deregistration process: After completing the Member
Acceleration Process, SCI needs to be deregistered from Indonesia.

1)   
We need an expert and detail advise about the deregistration process, time
frame and challenges if any

Human Resources

1.  To review and modify the existing Employment
   Agreement template for Indefinite and Definite, and to include provisions for
   violations to our regulation (child safeguarding, code of conduct, ant-fraud, Ant-Bribe,
   Anti-money laundering policies etc), will be dealt as per Yayasan policy as
   well as other detailed aspects which will need to be included.
2. To review and modify the existing Employment
   Agreement template, specifically for Fundraisers, and to include provision to
   allow Yayasan to terminate in case of unsatisfactory performance commits fraud
   (without any obligation to pay for the rest of the period) as well as other
   detailed aspects which will need to be included.
3. To develop strategy on bridging employment
   between the gap of project periods

Deliverables

• Template of Indefinite
  Employment Agreement
• Template of Definite
  Employment Agreement
• Template of Definite
  Employment Agreement for Fundraiser
• Strategy on bridging
  employment between gap of the project periods (Need more explanation or back
  ground information.)

The fee should include any
services (advices, present in court, etc) required if there is any dispute
related to the above deliverables.

 4)    To provide the fee for any dispute settlement
(to present in court if any employee or Yayasan register the case against each
other) outside the above deliverables.

Submission of Proposal

Law firm must submit proposal to us by Thursday, February
23th 2017, before 4 pm Jakarta time. To email address: [email protected].
Write the subject: LAW FIRM-<your company name>

The proposal must consist of:

1.    
Time
frame Legal advice service effective from 01 March 2017 up to 31 Dec 2017

2.    
Should
submit fee and Payment term.

3.    
 Eager to know towards this proposal timeline.

4.    
Submit
professional company profiles and working experiences

5.    
 Timeline for HR matters is needed to complete.