TOR Legal and Administrative Support Services 2026
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Term of Reference
Supporting Staff
Legal and Administrative Support Services
Regional Secretariat
Coral Triangle Initiative on Coral Reefs, Fisheries and Food Security
(to be based in Manado, North Sulawesi, Indonesia)
Background
The Coral Triangle Initiative on Coral Reefs, Fisheries and Food Security (CTI-CFF) is a multilateral partnership among Indonesia, Malaysia, Papua New Guinea, the Philippines, Solomon Islands, and Timor-Leste, working collaboratively to conserve marine biodiversity, promote sustainable fisheries, strengthen climate resilience, and support the sustainable development of coastal communities throughout the Coral Triangle region.
In carrying out its institutional and operational functions, the CTI-CFF Regional Secretariat periodically requires professional legal services in relation to agreements, contractual arrangements, institutional and governance matters, internal policies and procedures, and other legal matters arising from the implementation of its mandate and programmes.
To meet these requirements, the CTI-CFF Regional Secretariat intends to engage a qualified service provider (the Service Provider) to deliver Legal and Administrative Support Services for a period of four (4) months, on the basis of defined deliverables and an agreed all-inclusive professional fee.
The engagement is directed in particular towards supporting the organizational review and restructuring of the Regional Secretariat pursuant to the Chair's Summary and Recommendations of the Nineteenth Senior Officials Meeting, together with the legal, contractual, and administrative requirements arising during the period of engagement.
The Service Provider is engaged as an independent provider of professional services. The engagement does not create an employment relationship with the CTI-CFF Regional Secretariat.
Objective of the Assignment
The objective of the engagement is to provide professional, independent, and timely legal and administrative support to the CTI-CFF Regional Secretariat on legal, contractual, institutional, governance, and administrative matters referred to the Service Provider during the period of engagement.
The Services will contribute to ensuring that agreements, contracts, institutional arrangements, policies, and other relevant documents are appropriately reviewed and prepared in accordance with applicable CTI-CFF rules, policies and procedures, decisions of the CTI-CFF Governing Bodies, and relevant legal considerations.
Terms of Reference (ToR)
This Terms of Reference sets out the objective, scope of services, deliverables, and conditions applicable to the engagement of the Service Provider by the Regional Secretariat of the Coral Triangle Initiative on Coral Reefs, Fisheries and Food Security (CTI-CFF). The Service Provider shall perform the services in accordance with this Terms of Reference and with the applicable rules, regulations, policies, and procedures of the CTI-CFF.
Scope of Work
The scope of services shall comprise, but shall not be limited to, the following:
A. Agreements and Legal Instruments
~ Review and/or preparation of Memoranda of Understanding (MoUs), Memoranda of Agreement (MoAs), agreements, contracts, Letters of Agreement, and other legal or institutional instruments;
~ Review and preparation of amendments, extensions, addenda, and related documentation;
~ Review of legal provisions and proposed revisions submitted by counterparties;
~ Provision of legal comments and recommendations to support the negotiation and finalization of agreements; and
~ Review of other legal instruments referred by the Regional Secretariat.
B. Contractual Matters
~ Review of contracts and contractual arrangements involving consultants, service providers, vendors, implementing partners, and other parties;
~ Review of contractual rights, obligations, liabilities, termination provisions, dispute resolution provisions, and other relevant contractual matters;
~ Provision of legal advice on specific contractual issues referred by the Regional Secretariat;
~ Preparation or review of amendments, notices, correspondence, and other contractual documentation; and
~ Advice on contractual interpretation and implementation where required.
C. Institutional and Governance Matters
~ Review of institutional and governance documents relevant to the functions and operations of the CTI-CFF Regional Secretariat;
~ Provision of legal input in relation to organizational review and restructuring matters;
~ Review of internal policies, procedures, guidelines, and institutional arrangements from a legal and governance perspective;
~ Advice on the interpretation and application of relevant CTI-CFF institutional documents, policies, procedures, and decisions of the Governing Bodies; and
~ Identification of legal and institutional considerations associated with proposed organizational or governance arrangements.
D. Legal Research and Advisory Services
~ Conduct legal research on specific matters referred by the Regional Secretariat;
~ Prepare legal analyses, opinions, observations, briefing notes, or recommendations;
~ Advise on applicable legal and regulatory requirements relevant to specific assignments;
~ Identify potential legal risks and recommend appropriate measures for their management or mitigation; and
~ Provide other legal advice related to the institutional and operational requirements of the Regional Secretariat.
E. Other Legal Services
~ Review documents requiring legal input or clearance;
~ Participate in meetings, consultations, or discussions relating to specific legal matters, where requested;
~ Support discussions and correspondence with counterparties on legal or contractual matters; and
~ Undertake other legal assignments within the scope of the engagement as may be commissioned by the Regional Secretariat.
F. Administrative and Institutional Support
~ Preparation and review of institutional correspondence, notes, minutes, and supporting documentation required in connection with the matters referred to the Service Provider;
~ Preparation of administrative and institutional documentation supporting the organizational review and restructuring process, including consolidated records of the relevant decisions of the Governing Bodies and their institutional implications;
~ Development and maintenance of registers and trackers for agreements, contracts, institutional obligations, and follow-up actions, including validity and expiry dates;
~ Preparation of briefing notes, background papers, and summaries required for meetings of the Governing Bodies and for the consideration of Management; and
~ Provision of administrative support directly related to the delivery of the services under this Terms of Reference.
Assignment Mechanism
The services shall be delivered through assignments issued by the CTI-CFF Regional Secretariat within the scope of services and the period of engagement set out in this Terms of Reference.
For each assignment, the Regional Secretariat will define, as appropriate:
~ the legal matter or issue to be addressed;
~ the scope of services;
~ the expected deliverable(s);
~ the required completion timeframe; and
~ the applicable professional fee or agreed basis for remuneration.
The Service Provider shall commence work upon confirmation of the specific assignment by the Regional Secretariat.
The total value of the services shall not exceed the contract ceiling established in the agreement. Assignments issued under this Terms of Reference shall be consistent with the deliverables and the payment schedule set out below, and shall not give rise to any entitlement beyond the agreed professional fee.
The Service Provider shall work under the overall coordination of the Deputy Executive Director for Corporate Services and shall submit, at the end of each month, a brief progress report setting out the assignments undertaken, the deliverables submitted, and any matter requiring the attention of the Regional Secretariat.
Deliverables and Schedule
The Service Provider shall submit the following deliverables to the Deputy Executive Director for Corporate Services. Each deliverable shall be subject to review and written acceptance by the Regional Secretariat prior to payment.
Within the first month, an inception note setting out the proposed working arrangements, the register of agreements, contracts, and institutional instruments requiring review, and the prioritisation of matters for the period of engagement.
Within the second month, the legal and institutional review of the documents prioritised in the inception note, comprising written observations and recommended revisions, together with the first tranche of drafting and administrative outputs requested by the Regional Secretariat.
Within the third month, legal input on organizational review and restructuring matters, comprising written analysis of the legal and institutional implications of the proposed arrangements, together with the second tranche of drafting and administrative outputs.
Within the fourth month, a final report consolidating the legal opinions, drafts, reviews, and administrative outputs produced during the engagement, together with the completed registers and trackers and a handover note identifying outstanding matters.
Duty Station, Level of Effort, and Working Arrangements
The Service Provider shall be based at the CTI-CFF Regional Secretariat in Manado, North Sulawesi, Indonesia. Attendance at meetings, whether in person or by electronic means, shall be arranged as required for the delivery of the services.
The indicative level of effort for the engagement is 80 working days over the period of four (4) months. The Service Provider shall maintain a record of the days worked against each assignment and shall submit that record together with the monthly progress report.
The Service Provider shall use its own equipment unless otherwise agreed.
Period of Engagement
The engagement shall be for a period of four (4) months from the effective date of the agreement, unless otherwise agreed by the parties in writing.
During the period of engagement, the Regional Secretariat may issue assignments within the scope of services set out in this Terms of Reference.
The engagement does not constitute a staff appointment within the CTI-CFF Regional Secretariat and does not create any entitlement to employment, benefits, or continuation of the engagement beyond the agreed period.
Professional Fees and Payment
The professional fee shall be an all-inclusive lump sum agreed in the contract, determined on the basis of the scope of services, the deliverables, the anticipated level of effort, and the period of engagement.
The professional fee shall be paid in four (4) instalments, each payable upon the review and written acceptance of the corresponding monthly deliverable by the Deputy Executive Director for Corporate Services.
Payment shall be made upon satisfactory completion and acceptance of the agreed deliverable(s) for the respective assignment, in accordance with the applicable CTI-CFF financial policies and procedures.
Confidentiality and Professional Conduct
The Service Provider shall maintain strict confidentiality with respect to all information, documents, correspondence, and other materials obtained or prepared in connection with assignments undertaken for the CTI-CFF Regional Secretariat.
Such information shall not be disclosed or used for purposes unrelated to the engagement without prior written authorization from the CTI-CFF Regional Secretariat, except where disclosure is required by applicable law.
The Service Provider shall exercise professional independence, integrity, discretion, and due care in the performance of all assignments.
Conflict of Interest
The Service Provider shall disclose any actual, potential, or perceived conflict of interest that may arise in connection with an assignment.
Where a conflict of interest exists or may reasonably be perceived to exist, the Service Provider shall immediately inform the CTI-CFF Regional Secretariat and shall not proceed with the relevant assignment without further guidance from the Secretariat.
Ownership of Work Products
All reports, legal analyses, opinions, drafts, reviews, recommendations, and other materials specifically prepared for the CTI-CFF Regional Secretariat under an assignment shall become the property of the CTI-CFF Regional Secretariat upon completion and payment for the relevant services, subject to the terms of the applicable agreement.
Such materials shall not be published, distributed, or otherwise used for purposes unrelated to the engagement without prior written authorization from the CTI-CFF Regional Secretariat.
Ethical Standards and Anti-Fraud
The Service Provider shall observe the highest standards of integrity in the performance of the services and shall not engage in, or tolerate, any corrupt, fraudulent, collusive, coercive, or obstructive practice, and shall neither offer nor accept any inducement in connection with the engagement.
The Service Provider shall promptly report to the Regional Secretariat any circumstance that may give rise to a suspicion of such practice in connection with the services.
Status, Responsibility, and Liability
The Service Provider shall be responsible for the professional quality and technical accuracy of the services and shall correct, at its own cost, any deficiency in a deliverable identified by the Regional Secretariat during the period of engagement.
The Service Provider shall not be considered a member of the personnel of the CTI-CFF Regional Secretariat and shall not be entitled to any salary, benefit, allowance, insurance coverage, or other entitlement applicable to staff. The Service Provider shall be responsible for its own insurance arrangements.
Amendment, Suspension, and Termination
Any variation to the scope of services, the deliverables, the schedule, or the professional fee shall be agreed in writing between the parties before the affected work is undertaken.
The Regional Secretariat may suspend or terminate the engagement by written notice where the Service Provider fails to perform in accordance with this Terms of Reference, where a conflict of interest cannot be resolved, or where funding for the engagement ceases to be available. Either party may terminate the engagement by giving fourteen (14) days written notice.
Upon termination, the Service Provider shall be entitled to payment for the deliverables accepted, and for any work in progress accepted by the Regional Secretariat, up to the effective date of termination, and shall promptly hand over all work products, documents, and materials belonging to the Regional Secretariat.
Applicable Rules and Settlement of Disputes
The engagement shall be governed by this Terms of Reference, the contract concluded between the parties, and the applicable rules, regulations, policies, and procedures of the CTI-CFF, including its Financial Regulations and procurement procedures.
Any dispute arising out of or in connection with the engagement shall be settled amicably through consultation between the parties. Where a dispute cannot be resolved amicably within thirty (30) days of notification, it shall be settled in accordance with the dispute resolution provisions of the contract.
Nothing in this Terms of Reference or in the resulting contract shall be construed as a waiver, express or implied, of any privilege or immunity enjoyed by the CTI-CFF Regional Secretariat.
Qualifications and Experience
The Service Provider shall hold at least a bachelor's degree in law and shall demonstrate not less than five (5) years of relevant professional experience in legal services, contract review, or institutional and corporate legal matters. Relevant experience with an international organization, an international development cooperation programme, or a comparable environment involving multiple stakeholders and international partners is required. Additional qualifications or professional training in international law, contract law, corporate law, or public law will be considered an advantage.
The Service Provider shall demonstrate a sound understanding of legal principles, contractual documentation, and institutional arrangements, together with strong legal research, analytical, and drafting skills, close attention to detail in the review of complex documentation, and the ability to communicate legal and contractual matters clearly and concisely. Full professional proficiency in written and spoken English is mandatory.
Evaluation of Proposals
Proposals will be evaluated on the basis of the qualifications and relevant experience of the proposed personnel, the quality and responsiveness of the technical proposal, including the proposed approach and work plan, and the financial proposal. The Regional Secretariat reserves the right to seek clarification, to interview shortlisted proponents, and to accept or reject any proposal in accordance with the applicable financial rules and procurement procedures of the CTI-CFF.
Conditions of Participation
1. Participation is open only to nationals of, or entities established in, the CT6 Member Countries, namely Indonesia, Malaysia, Papua New Guinea, the Philippines, Solomon Islands, and Timor-Leste.
2. The engagement is a contract for the provision of professional services and does not establish an employment relationship between the Service Provider and the CTI-CFF Regional Secretariat.
Submission of Proposals
Interested proponents shall submit a technical proposal and a separate financial proposal, together with the curriculum vitae of the proposed personnel and evidence of relevant experience, to regional.secretariat@cticff.org, using the subject line <Legal and Administrative Support Services> <Name of Proponent>, by 10 October 2026
Subject to the eligibility requirement specified under Conditions of Participation No. 1, this procurement shall be conducted through open competition, without discrimination on the basis of race, colour, gender, mother tongue, religion or belief, or ethnic or social origin. Only shortlisted proponents will be contacted.