Key Actions by:

Standard 10: Laying the foundations for effective donor engagement and accountability.

Lay the foundations for successful donor engagement throughout the project.

Review the draft donor agreement in line with CRS policies and local laws, and negotiate any adjustments needed.

  • Why

    Before a donor agreement is approved, CRS staff review agreements for accuracy, feasibility, risk exposure and desirability. From the project management perspective, it is important to thoroughly review the entire draft agreement, including annexes, to ensure mutual understanding of the project scope, parameters, requirements and deliverables, and to confirm that the agreement reflects the project situation on the ground at the time of agreement finalization. During the review, it is critical to identify whether there is a conflict between the agreement terms and conditions (including donor requirements), local laws, and CRS policies. It is also important to identify donor conditions that may present project management challenges, for example, by constraining timely decision-making and adaptation

    Reviewing the draft agreement and negotiating adjustments as possible:

    • Ensures that CRS and the donor have the same realistic and feasible expectations and understanding of the agreement and CRS and the donor’s respective rights and responsibilities.
    • Helps CRS to identify any issues and risks related to donor compliance that CRS will need to manage during the project.
  • When
    • As soon as CRS receives the draft donor agreement
    • Per the Agreements Policy & Procedure, also use this guidance for agreement modifications/amendments

    TIP: For donors new to CRS, CRS should request an example of the donor’s standard agreement template immediately after receiving notification of donor approval, while the donor is finalizing award details. Not all donors will oblige, but for those who do, reviewing the standard template can help to expedite CRS’ review of the draft agreement, and identify potentially problematic requirements.

  • How

    NOTEThis key action applies to situations where the donor drafts the agreement. It does not apply to situations where CRS drafts the agreement. See guidance in the Agreements Policy & ProcedureAs noted in the policy (III, 2), “Agreements pertaining to the receipt of donor funds by CRS are usually drafted or prepared by the entity providing the funding. Agreements pertaining to disbursement of funding by CRS are usually drafted or prepared by CRS or CRS' Local Legal Counsel (LLC).” .

    This key action incorporates the outputs from the review of donor financial requirements described under Standard 8, key action 1 and is conducted in accordance with the Agreements Policy & Procedure, including the Agreement Process Map (APM).

    Review the draft agreement

    1. The agreement owner reviews the agreement following guidance in the Agreements Policy & Procedure, to ensure CRS can comply with the terms of the agreement. In addition to the points outlined in the Owner's Agreement Review ChecklistNote that the Owner’s Agreement Review Checklist includes a question about the frequency and requirements for project programmatic and financial reporting. , when reviewing the draft agreement from a project management perspective, pay special attention to the following (note: these are prompts, not a comprehensive list):
    • Programmatic and financial reporting frequency and requirements (see Standard 8, key action 1 for guidance on reviewing financial reporting requirements).
    • The level and type of donor engagement – for example, for a U.S. government-funded cooperative agreement, in what areas does the agreement specify “substantial involvement” by the donor? Are all areas reasonable and necessary, or should CRS seek to negotiate? For other donors, does the specified level of donor involvement in project decision-making seem reasonable and necessary?
    • The appropriateness/feasibility of any non-report deliverables included in the agreement, and the timing for submission of these deliverables, particularly in the case of projects where there has been a gap between proposal submission and award finalization, or when there were significant revisions to a proposal during the donor review process.
    • Requirements for, or restrictions on, purchase of project materials.
    • Donor prior approval requirements.
    1. The agreement owner notes significant risks related to the above points for discussion with stakeholders and potential inclusion in the Agreement Review Summary (ARS).

    Seek others’ input

    1. The agreement owner consults with the head of operations (HoOps) and finance manager (FM) regarding their analysis of agreement financial requirements (see Standard 8, key action 1 for guidance).
    2. The agreement owner ensures legal review as required in the Agreements Policy & Procedure.
    3. The agreement owner engages next-level management, the region, and headquarters (HQ) experts as required in the Agreement Process Map (APM), and as needed on any other issues.

    CRS has an ethical obligation first and foremost to safeguard program participants, and to collect and process only that personally identifiable information (PII) which is essential to achieve project objectives. Review donor requirements for open data and confirm/clarify requirements with the donor before accepting the conditions and signing the agreement and especially before collecting personal data. Be sure the donor requirements are in compliance with local and regional protection laws and regulations for all jurisdictions where the PII will be collected and/or processed. If there is a conflict, consult with local legal counsel and CRS' office of General Counsel (ogc@crs.org). You may also contact Global Risk & Compliance (grc@crs.org) and Data Protection (privacy@crs.org) with any questions or for opinions on data sharing, keeping in mind that legal counsel takes precedence.

    Negotiate as necessary and finalize the agreement

    1. As needed, the agreement owner compiles a list of issues for possible negotiation with the donor and related talking points, as agreed with subject-matter experts during the consultation and review process in step 5. Issues for negotiation may include:
    • Budget line-item flexibility
    • Prior approval requirements
    • Requests for waivers
    • Proposed design and/or budget changes since the writing of the proposal (e.g., if the donor did not provide an opportunity for CRS to revise the proposal prior to drafting the agreement)
    1. If the agreement owner identifies issues for negotiation, he/she seeks support from IDEA donor engagement staff and other subject-matter experts to determine if/how to negotiate with the donor on these issues.
    • Consult with relevant staff from country programs who have previously managed awards with the same donor, for their experience with attempting to negotiate with the donor and/or their experience managing any complex or seemingly problematic agreement terms.
    1. If negotiation is needed, the CR or appropriate HQ senior staff sends a written request, along with justifications, for changes, or requests a phone call or face-to-face meeting with the donor to discuss the proposed changes.
    • For any negotiation discussions held in person or via phone, document the main points and outcomes of the discussion, issue by issue, for CRS and donor reference.
    • If negotiation takes place via written communication, that will act as the record of documentation.
    • If donors do not accept a requested revision, summarize CRS’ understanding of the donor’s reasons for not making the revision. Share this summary with the donor in writing.  
    1. The agreement owner works with the donor to incorporate agreed adjustments to create the final agreement document, then obtains required approval per the Agreement Process Map (APM), and ensures an authorized CRS signatory signs the final agreement. (see the Sub-delegation of Signing Authority for information on staff authorized to sign agreements on behalf of the agency).
    2. Following agreement finalization and full signature, the agreement owner uploads final documents to Gateway. 

    Use the final agreement to orient project staff and develop timelines to meet donor requirements

    1. The agreement owner populates the Award Management Deliverables Calendar with the final life-of-project deliverables to the donor (e.g., technical and financial reports, updated design documents, monitoring and evaluation plans, etc.).
    • Use the Award Management Deliverables Calendar to review project commitments and donor compliance requirements with CRS and partner leadership and project staff (see Standard 10, key action 2). This includes reviewing requirements during the project start-up workshop.
    • Make sure any donor prior approval terms flow down into sub-recipient agreements, and highlight prior approval requirements during project start-up discussions and orientation for individual project staff and partner teams.
  • Partnership
  • When CRS is a sub-recipient
  • Emergency projects
    • CRS typically develops project interventions and budgets for emergencies in a very short timeframe, and in many cases, the field reality may change significantly by the time the donor approves the proposal. Even if a donor approves a proposal quickly, the fluid nature of emergency response means that CRS adjusts emergency interventions and budgets over the course of an emergency as the situation evolves. Large emergency donors are aware of this and often build 100 percent line-item flexibility and other provisions into their agreements. If this is not the case, the country program, with support from senior managers or IDEA donor engagement staff, should negotiate the most flexible terms that the donor will allow.
    • Even in emergencies, there can be significant delays between proposal submission and approval. The agreement owner must be certain that the project plan, as articulated in the proposal incorporated into the agreement, is feasible in the current operating environment, particularly if the donor agreement allows only limited flexibility. If it is not feasible, work with the donor to revise the plan and finalize the agreement accordingly.
    • CRS often receives funds from multiple donors for an overall emergency response. This can create challenges for narrative and financial reporting. Explain to donors (as needed) the complexity of multi-donor reporting for an overall emergency response. If possible, negotiate synchronized reporting deadlines among donors. At a minimum, aim to negotiate a longer timeframe for report preparation, to allow time to analyse and distribute expenditures across different donor budgets.