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PIDIC
FIDIC is an international federation of national associations of
consulting engineers.

F IDIC was founded in 1913 by three national associations of
consulting engineers within Europe. The objectives of forming the federation were to promote in common the professional interests of the

member associations and to disseminate information of interest to
members of its component national associations.

FIDIC membership countries from all T oday of the globe and the numbers more than 60most of the private parts federation represents
practice consulting engineers in the world.

events in the F IDIC arranges seminars, conferences and otherand professional furtherance of its goals: maintenance of high ethical
standards; exchange of views and information; discussion of problems of mutual concern among member associations and representatives of the international financial institutions; and development of the engineering
profession in developing countries.

proceedings of various conferences F IDIC publications includeconsulting engineers, project owners and seminars, information for and

international development agencies, standard pre-qualification forms, contract documents and client/consultant agreements. They are available
from the secretariat in Switzerland

© Copyright FIDIC 1998
All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means without permission of the publisher.

Published by Fédération Intemationale des lngénieurs-Conseils (FIDIC) P.O. Box 86 CH-l000 Lausanne 12 Switzerland +41216544411 Phone Fax +41216535432 E-mail fidic@pobox.com

WWW http://www.fidic.org

FEDERATION INTERNATIONALE DES INGENIEURS-CONSEILS INTERNATIONAL FEDERATION OF CONSULTING ENGINEERS INTERNATIONALE VEREINIGUNG BERATENDER INGENIEURE FEDERACION INTERNACIONAL DE INGENIEROS CONSULTORES

CLIENT I CONSULTANT MODEL SERVICES AGREEMENT
GENERAL CONDITIONS PARTICULAR CONDITIONS APPENDICES A, B and C

Third Edition 1998 — ISBN 2-88432-014-8

©FIDIC 1998

The clauses of general application have been grouped together in this document and are referred to as General Conditions. where proposals for such services are invited on an international basis. They are equally adaptable for domestic agreements. he version in English is considered by FIDIC as the official and authentic text for the purpose of translation. so that General Conditions and Conditions of Particular Application together comprise the conditions governing the rights and obligations of the parties. Facilities and Services of Others to be Provided by the Client" and "Remuneration and Payment").org. They are intended for incorporation as printed in the documents comprising the Agreement. designs and administration of construction and project management.fidic. Equipment. it while there are numerous I n their preparationbe was recognised that there are some provisions clauses which will generally applicable which must necessarily vary to take account of the circumstances and locality in which the Services are to be performed. www. I which can be found in the Bookshop of FIDIC's website at b ©FIDIC 1998 . T the corresponding numbering of the clauses. B and C ("Scope of Services". he General Conditions are linked with the Particular Conditions by T he Particular Conditions must be specially drafted to suit each individual Agreement and type of Service. comments on clauses in the Model Services Agreement and notes towards the preparation of Appendices A. "Personnel. F IDIC has published the "White Book Guide" which includes t may also be helpful for users to refer to the other FIDIC publications. That part of the text of the Particular Conditions which must be completed is printed on sheets which may be removed for incorporation with additional clauses.FOREWORD T T he terms of the ClientlConsultant Model Services Agreement (The White Book) have been prepared by the Fédération Intenationale des Ingenieur-Conseils (FIDIC) and are recommended for general use for the purposes of pre-investment and feasibility studies.

Changed Circumstances 7 7 7 7 7 7 C— .1 Limit of Compensation 18. Agreement Effective Commencement and Completion Variations Further Proposals Delays 26.2 Indemnity 18. 9. COMPLETION. 23. 19. 10 11 12 Equipment and Facilities Client's Personnel Services of Others PERSONNEL 13. 20. 8. 17. Additional and Exceptional Services Duty of Care and Exercise of Authority Client's Property Information Decisions Assistance 2 2 2 2 3 3 3 3 3 3 OBLIGATIONS OF THE CLIENT 7. 24.2 Liability of the Client 16. 4.3 Compensation Duration of Liability Limit of Compensation and Indemnity 18.1 Liability of the Consultant 16. Liability between the Parties 16. 18.3 Exceptions Insurance for Liability and Indemnity Insurance of Client's Property 5 6 6 6 6 COMMENCEMENT. 22.CONTENTS AGREEMENT GENERAL CONDITIONS DEFINITIONS AND INTERPRETATION OBLIGATIONS OF THE CONSULTANT 1. 25. 6. 5. Scope of Services Normal. ALTERATION AND TERMINATION OF THE AGREEMENT 21. 3. Definitions Interpretation 2. 15. Supply of Personnel Representatives Changes in Personnel 4 4 4 5 5 5 LIABILITY AND INSURANCE 16. 14.

42. Abandonment. Amicable Dispute Resolution 43. 40. 37. SETTLEMENT OF DISPUTES 43. 33.2 Referral to Mediator 43. Payment to the Consultant Time for Payment Currency of Payment Third Party Charges on the Consultant Disputed Invoices Independent Audit Languages and Law Changes in Legislation Assignment and Sub-Contracts Copyright Conflict of Interest! Corruption and Fraud Notices Publication 9 9 9 10 10 10 GENERAL PROVISIONS 36.27. 38.1 Attempt to Resolve 43. Suspension or Termination 28. 39. facilities and services of others to be provided by the client Remuneration and payment 21 23 C 25 0\ .7 Costs of Mediation 43.1 By Notice of the Client 27.3 Appointment of Mediator 43. 35.2 By Notice of the Consultant Exceptional Services Rights and Liabilities of Parties 8 8 8 8 8 PAYMENT 30.4 Agreement of Programme 43. 32. 31. equipment.8 Failure of Mediation Arbitration 12 12 12 12 12 12 12 12 13 13 PARTICULAR CONDITIONS A B References from Clauses in the General Conditions Additional Clauses APPENDICES A B Scope of Services Personnel. 41.5 Written Agreement to be Binding 43.6 Non-binding Opinion 43. 27. 29. 34. 44.

The following documents shall be deemed to form and be read and construed as part of the Agreement. Facilities & Services of Others to be Provided by the Client Appendix C — Remuneration and Payment ©FIDIC 1998 .AGREEMENT This Agreement made the _______ day of Between ___________________________ of____________________________________ (hereinafter called "the Client") of the one part and __________________________________________ of_____________________________________________ (hereinafter called "the Consultant") of the other part. 2. namely: Appendix A — Scope of Services Appendix B — Personnel. Equipment. namely: (a) The Letter of Acceptance. NOW THIS AGREEMENT WITNESSETH AS FOLLOWS 1. In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the Conditions of the ClientlConsultant Model Services Agreement hereinafter referred to. Whereas the Client desires that certain Services should be performed by the Consultant. (c) The Appendices. (b) The Conditions of the ClientlConsultant Model Services Agreement (General Conditions and Particular Conditions). namely and has accepted a proposal by the Consultant for the performance of such Services.

The Client hereby agrees to pay the Consultant in consideration of the performance of the Services such amounts as may become payable under the provisions of the Agreement at the times and in the manner prescribed by the Agreement. In Witness whereof the parties hereto have caused this Agreement to be executed the day and year first before written in accordance with their respective laws. In consideration of the payments to be made by the Client to the Consultant as hereinaftermentioned the Consultant hereby agrees with the Client to perform the Services in conformity with the provisions of the Agreement. 4. Authorised signature(s) of Client In the presence of: Name ________________________________________________________ Signature Address ___________________________________________________ Authorised signature(s) of Consultant In the presence of: Name ______________________________________________________________ Signature Address _________________________________________________ ©FIDIC 1998 ii .3.

©FIDIC 1998 1 . Facilities and Services of Others to be provided by the Client). Additional Services and Exceptional Services. and legal successors to the Consultant and permitted assignees. (iv) "Client" means the party named in the Agreement. Appendix B (Personnel. (viii) "day" means the period between any one midnight and the next. (ix) "month" means a period of one month according to the Gregorian calendar commencing with any day of the month. who is employed as an independent professional firm by the Client to perform the Services. (v) "Consultant" means the party named in the Agreement. (vi) (vii) "Agreement" means the Conditions comprising the Conditions of the Client/Consultant Model Services Agreement (General Conditions and Particular Conditions) together with Appendix A (Scope of Services). who employs the Consultant. Appendix C (Remuneration and Payment). or otherwise as specified in the Particular Conditions. "Services" means the services to be performed by the Consultant in accordance with the Agreement and comprise Normal Services. Equipment. (iii) "Works" means the permanent works to be executed (including the goods and equipment to be supplied to the Client) for the achievement of the Project. Letter of Acceptance and Formal Agreement if completed.CONDITIONS OF THE CLIENT/CONSULTANT MODEL SERVICES AGREEMENT GENERAL CONDITIONS DEFINITIONS AND INTERPRETATION DEFINITIONS 1. "party" and "parties" means the Client and the Consultant and "third party" means any other person or entity as the context requires. (xi) "Agreed Compensation" means additional sums as defined in the Particular Conditions which are payable under the Agreement. and legal successors to the Client and permitted assignees. (x) "Local Currency" (LC) means the currency of the country where the Project is located and "Foreign Currency" (FC) means any other currency. The following words and expressions shall have the meanings assigned to them except where the context otherwise requires: (i) (ii) "Project" means the project named in the Particular Conditions for which the Works are to be provided.

When the Services are completed or terminated the Consultant shall furnish inventories to the Client of what has not been consumed in the performance of the Services and shall deliver it as directed by the Client. ©FIDIC 1998 2 . (iii) Exceptional Services are those which are not Normal or Additional Services but which are necessarily performed by the Consultant in accordance with Clause 28. (b) if authorised to certify. unless otherwise specified in the Particular Conditions. (i) The headings in the Agreement shall not be used in its interpretation. SERVICES NORMAL. (i) The Consultant shall exercise reasonable skill. (iii) If there is conflict between provisions of the Agreement. DUTY OF CARE AND EXERCISE OF AUTHORITY 5. and vice-versa where the context requires. (c) CLIENT'S PROPERTY 6. if so authorised vary the obligations of any third party. do so fairly between the Client and third party not as an arbitrator but as an independent professional acts by his skill and judgement. OBLIGATIONS OF THE CONSULTANT SCOPE OF 3. Anything supplied by or paid for by the Client for the use of the Consultant shall be the property of the Client and where practicable shall be so marked. care and diligence in the performance of his obligations under the Agreement.INTERPRETATION 2. Where the Services include the exercise of powers or performance of duties authorised or required by the terms of a contract between the Client and any third party. (i) Normal Services are those described as such in Appendix A. ADDITIONAL AND EXCEP11ONAL E I 4. the masculine includes the feminine. (ii) Additional Services are those described as such in Appendix A or which by written agreement of the parties are otherwise additional to Normal Services. decide or exercise discretion. Such delivery shall be regarded as an Additional Service. subject to obtaining the prior approval of the Client to any variation which can have an important effect on costs or quality or time (except in any emergency when the Consultant shall inform the Client as soon as practicable). (ii) The singular includes the plural. the Consultant shall: (a) (ii) act in accordance with the contract provided that the details of such powers and duties are acceptable to him where they are not described in Appendix A. The Consultant shall perform Services relating to the Project. the last to be written chronologically shall prevail. The Scope of the Services is stated in Appendix A.

CLIENT'S PERSONNEL 11. The Client shall at his cost arrange for the provision of services from others described in Appendix B. as ©FIDIC 1998 3 .OBLIGATIONS OF THE CLIENT INFORMATION 7. (vi) providing access to other organisations for collection of information which is to be obtained by the Consultant. The Client shall make available. In connection with the Services such personnel shall take instructions only from the Consultant. residence. his personnel and dependants. The Client shall so as not to delay the Services and within a reasonable time give to the Consultant free of cost all information in his power to obtain which may pertain to the Services. EQUIPMENT AND FACILITIES 10. SERVICES OF OTHERS 12. (iii) import. the Client shall at his own cost arrange for the selection and provision of personnel in his employment to the Consultant in accordance with Appendix B. ASSISTANCE 9. In the country of the Project and in respect of the Consultant. to the Consultant for the purpose of the Services the equipment and facilities described in Appendix B. as the case may be. DECISIONS 8. the Client shall do all in his power to assist in: (i) the provision of documents necessary for entry. (ii) providing unobstructed access wherever it is required for the Services. On all matters properly referred to him in writing by the Consultant the Client shall give his decision in writing so as not to delay the Services and within a reasonable time. and the Consultant shall co-operate with the suppliers of such services but shall not be responsible for them or their performance. (iv) their repatriation in emergencies. free of cost. In consultation with the Consultant. (v) the provision of the authorities necessary to permit the import of foreign currency by the Consultant for the Services and by his personnel for their personal use and to permit the export of money earned in the performance of the Services. export and customs clearance of personal effects and of goods required for the Services. work and exit.

If required by the Client. CHANGES IN PERSONNEL 15.PERSONNEL SUPPLY OF PERSONNEL 13. the Consultant shall designate an individual to liaise with the Client's representative in the country of the Project. REPRESENTATIVES 14. For the administration of the Agreement each party shall designate the official or individual to be his representative. the party responsible for the appointment shall immediately arrange for replacement by a person of comparable competence. the Consultant shall arrange for its supply as an Additional Service. If the Client cannot supply Client's personnel or services of others for which he is responsible and it is agreed to be necessary for the satisfactory performance of the Services. The personnel to be supplied by the Client in accordance with Clause 11 shall be acceptable to the Consultant. If it is necessary to replace any person. The cost of such replacement shall be borne by the party responsible for the appointment except that if the replacement is requested by the other party (i) such request shall be in writing stating the reasons for it and (ii) the party making the request shall bear the cost of replacement unless misconduct or inability to perform satisfactorily is established as the reason. The personnel who are sent by the Consultant to work in the country of the Project shall have been physically examined and found fit for their assignments. ©FIIMC 1998 4 . and their qualifications shall be acceptable to the Client.

Liability of the Consultant 16. (iii) If either party is considered to be liable jointly with third parties to the other. DURATION OF LIABILITY 17. or such earlier date as may be prescribed by law. This limit is without prejudice to any Agreed Compensation specified under Clause 31 (ii) or otherwise imposed by the Agreement.LIABILITY AND INSURANCE LIABILITY BETWEEN THE PARTIES 16. the proportion of compensation payable by him shall be limited to that proportion of liability which is attributable to his breach.1. (ii) In any event. If either party makes a claim for compensation against the other party and this is not established the claimant shall entirely reimburse the other for his costs incurred as a result of the claim. Liability of the Client 16. ©FIDIC 1998 5 . but not otherwise.1 The Consultant shall only be liable to pay compensation to the Client arising out of or in connection with the Agreement if a breach of Clause 5(i) is established against him. LIMIT OF COMPENSATION AND INDEMNITY 18.3 If it is considered that either party is liable to the other. Neither the Client nor the Consultant shall be considered liable for any loss or damage resulting from any occurrence unless a claim is formally made on him before the expiry of the relevant period stated in the Particular Conditions. Each party agrees to waive all claims against the other in so far as the aggregate of compensation which might otherwise be payable exceeds the maximum amount payable. Compensation 16. Limit of Compensation 18. compensation shall be payable only on the following terms: (i) Such compensation shall be limited to the amount of reasonably foreseeable loss and damage suffered as a result of such breach.2 The Client shall be liable to the Consultant if a breach of his duty to the Consultant is established against the Client.1 The maximum amount of compensation payable by either party to the other in respect of liability under Clause 16 is limited to the amount stated in the Particular Conditions. the amount of such compensation will be limited to the amount specified in Clause 18.

©FIDIC 1998 6 . effects other insurances. (ii) Exceptions 18.Indemnity 18. The Client can request in writing that the Consultant (i) (ii) . increases his insurance against public/third party liability over that for which he was insured at the date of the Client's first invitation to him for a proposal for the Services.1. against liabilities arising out of the use of such property. . The cost of such insurance shall be at the expense of the Client.2 So far as the applicable law permits. the Client shall indemnify the Consultant against the adverse effects of all claims including such claims by third parties which arise out of or in connection with the Agreement: (i) except insofar as they are covered by the insurances arranged under the terms of Clause 19.3 Clauses 18. the Consultant shall make all reasonable efforts to effect such insurance or increase in insurance with an insurer and on terms acceptable to the Client. Unless otherwise requested by the Client in writing the Consultant shall make all reasonable efforts to insure on terms acceptable to the Client: (i) (ii) against loss or damage to the property of the Client supplied or paid for under Clause 6. insures against public/third party liability. INSURANCE FOR LIABILITY AND INDEMNITY 19. The cost of such insurance or increase in insurance shall be at the expense of the Client.1 over that for which he was insured at the date of the Client's first invitation to him for a proposal for the Services. insures against his liability under Clause 16. increases his insurance against liability under Clause 16. .1 and 18. or (ii) otherwise than in connection with the performance of obligations under the Agreement. made after the expiry of the period of liability referred to in Clause 17. (iii) (iv) (v) If so requested.2 do not apply to claims arising: (i) from deliberate default or reckless misconduct. INSURANCE OF CLIENT'S PROPERTY 20.

The Agreement is effective from the date of receipt by the Consultant of Client's Letter of Acceptance of the Consultant's proposal or of the latest signature necessary to complete the Formal Agreement. COMPLETION VARIATIONS 23. The Services shall be commenced and completed at the times or within the periods stated in the Particular Conditions subject to extensions in accordance with the Agreement. ©FIDIC 1998 7 . the whichever is the later. If circumstances arise for which the Consultant is not responsible and which make it irresponsible or impossible for him to perform in whole or in part the Services in accordance with the Agreement he shall promptly dispatch a notice to the Client.COMMENCEMENT. the time for their completion shall be extended until the circumstances no longer apply plus a reasonable period not exceeding 42 days for resumption of them. The increase shall be regarded as Additional Services. COMMENCEMENT AND 22. ALTERATION AND TERMINATION OF THE AGREEMENT AGREEMENT EFFECTIVE 21. if any. 24. (ii) (iii) The time for completion of the Services shall be increased CHANGED CIRCUMSTANCES 26. If the speed of performing certain Services has to be reduced. accordingly. the Consultant shall submit proposals for altering the Services. FURTHER PROPOSALS DELAYS If requested by the Client in writing. COMPLETION. The Agreement can be varied on application by either party by written agreement of the parties. The preparation and submission of such proposals shall be an Additional Service. the time for their completion shall be extended as may be made necessary by the circumstances. If the services are impeded or delayed by the Client or his contractors so as to increase the amount or duration of the Services: (i) 25. The Consultant shall inform the Client of the circumstances and probable effects. In these circumstances if certain Services have to be suspended.

OFIDIC 1998 8 .1 (ii) any necessary work or expense by the Consultant extra to the Normal and Additional Services shall be regarded as Exceptional Services. or (ii) EXCEPTIONAL SERVICES when Services have been suspended under either Clause 26 or Clause 27.ABANDONMENT SUSPENSION OR TERMINATION 27. the provisions of Clause 18 shall remain in force.1 The Client may suspend all or part of the Services or terminate the (i) Agreement by notice of at least 56 days to the Consultant who shall immediately make arrangements to stop the Services and minimise expenditure. or at his discretion without prejudice to the right to terminate can suspend or continue suspension of performance of the whole or part of the Services (i) when 28 days after the due date for payment of an invoice he has not received payment of that part of it which has not by that time been contested in writing. By Notice of the Consultant 27. (ii) If the Client considers that the Consultant is without good reason not discharging his obligations he can inform the Consultant by notice stating the grounds for the notice. 28. By Notice of the Client 27. If a satisfactory reply is not received within 21 days the Client can by a further notice terminate the Agreement provided that such further notice is given within 35 days of the Client's former notice. RIGHTS AND LIABILITIES OF PARTIES 29.2 After giving at least 14 days' notice to the Client. The performance of Exceptional Services shall entitle the Consultant to extra time necessary for their performance and to payment for performing them. Termination of the Agreement shall not prejudice or affect the accrued rights or claims and liabilities of the parties. the Consultant can by a further notice of a least 42 days terminate the Agreement. After termination of the Agreement.1 and the period of suspension has exceeded 182 days. Upon the occurrence of circumstances described in Clause 26 or abandonment or suspension or resumption of Services or upon termination of the Agreement otherwise than under the provisions of Clause 27.

(i) The Client shall pay the Consultant for Normal Services in accordance with the Conditions and with the details stated in Appendix C. the Client warrants that the Consultant can transfer abroad promptly all Local and Foreign Currency amounts in connection with performance of the Services which are received by him in the Client's country. Where payment is to be made in other currencies it shall be computed at rates of exchange as defined in the Particular Conditions and paid net without deductions.PAYMENT PAYMENT TO THE CONSULTANT 30. (ii) If the Consultant does not receive payment within the time stated in the Particular Conditions he shall be paid Agreed Compensation at the rate defined in the Particular Conditions compounded monthly on the sum overdue and in its currency reckoned from the due date for payment of the invoice. TIME FOR PAYMENT 31. and shall pay for Additional Services at rates and prices which are given in or based on those in Appendix C so far as they are applicable but otherwise as are agreed in accordance with Clause 23. CURRENCY OF PAYMENT 32. Unless otherwise specified in Appendix C. (ii) Unless otherwise agreed in writing the Client shall pay the Consultant in respect of Exceptional Services (a) as for Additional Services for extra time spent by the Consultant's personnel in the performance of the Services (b) the net cost of all other extra expense incurred by the Consultant. (i) The currency applicable to the Agreement is that stated in the Particular Conditions. (ii) If at the date of the Agreement or during the performance of the Services the conditions in the Client's country are such as may contrary to the Agreement either (a) prevent or delay the transfer abroad of Local or Foreign Currency payments received by the Consultant in the Client's country. Such Agreed Compensation shall not affect the rights of the Consultant stated in Clause 27. or OFIDIC 1998 9 . (i) Amounts due to the Consultant shall be paid promptly.2. or (b) restrict the availability or use of Foreign Currency in the Client's country.

Except where specified in the Particular Conditions or Appendix C CHARGES ON THE CONSULTANT (i) the Client shall whenever possible arrange that exemption is granted to the Consultant and those of his personnel who are not normally resident in the country of the Project from any payments required by the Government or authorised third parties in that country which arise from this Agreement in respect of: (a) their remuneration (b) their imported goods other than food and drink (c) goods imported for the Services (d) documents. If any item or part of an item in an invoice submitted by the Consultant is contested by the Client. Except where the Agreement provides for lump sum payments. The Consultant shall maintain up-to-date records which clearly identify relevant time and expense. the Client can at notice of not less than 7 days require that a reputable firm of accountants nominated by him audit any amount claimed by the Consultant by attending during normal working hours at the office where the records are maintained. (ii) whenever the Client is unsuccessful in arranging such exemption he shall reimburse the Consultant for such payments properly made. the Client warrants that such shall be deemed circumstances justifying the application of Clause 26 if alternative financial arrangements are not made to the satisfaction of the Consultant. (iii) provided that the goods when no longer required for the purpose of the Services and not the property of the Client (a) shall not be disposed of in the country of the Project without the Client's approval (b) shall not be exported without payment to the Client of any refund or rebate recoverable and received from he Government or authorised third parties.(c) impose taxes or differential rates of exchange for the transfer from abroad of Foreign Currency into the Client's country by the Consultant for Local Currency expenditure and subsequent retransfer abroad of Local Currency up to the same amount such as to inhibit the Consultant in the performance of the Services or to result in financial disadvantage to him. INDEPENDENT AUDIT 35. the Client shall give prompt notice with reasons and shall not delay payment on the remainder of the invoice. ©FIDIC 1998 10 . DISPUTED INVOICES 34. Sub-clause (ii) of Clause 31 shall apply to all contested amounts which are finally determined to have been payable to the Consultant. not later than twelve months after the completion or termination of the Services. THIRD PARTY 33.

GENERAL PROVISIONS LANGUAGES AND LAW 36. Notwithstanding any penalties that may be enforced against the Consultant under the law of the country of the project. COPYRIGHT 39. CHANGES IN LEGISLATION 37. In the Particular Conditions there is stated the language or languages of the Agreement. Unless otherwise specified in the Particular Conditions. Notices under the Agreement shall be in writing and will take effect from receipt at the addresses stated in the Particular Conditions. PUBLICATION 42. or of other jurisdictions. the Consultant. receiving or soliciting anything of value with a view to influencing the behaviour or action of anyone. Delivery can be by hand or facsimile message against a written confirmation of receipt or by registered letter or by telex subsequently confirmed by letter. if it is shown that the Consultant is guilty of: (i) (ii) offering. giving.1(u) and the Consultant shall be deemed to have breached Clause 5(i). If after the date of the Agreement the cost or duration of the Services is altered as a result of changes in or additions to the regulations in any country in which the Services are to be performed except that of the Consultant's principal place of business stated in the Particular Conditions the agreed remuneration and time for completion shall be adjusted accordingly. Publication shall be subject to approval of the Client if it is within two years of completion or termination of the Services. (ii) (iii) Neither the Client nor the Consultant shall assign obligations under the Agreement without the written consent of the other party. CONFLICT OF INTEREST I CORRUPTION AND FRAUD 40. The Consultant retains copyright of all documents prepared by him. The Consultant shall not without the written consent of the Client initiate or terminate any sub-contract for performance of all or part of the Services. ©FID!C 1998 11 . can publish material relating to the Works and Services. the ruling language and the law to which the Agreement is subject. (i) The Consultant shall not without the written consent of the Client assign the benefits from the Agreement other than money. or misrepresentation of facts in order to influence a selection process or the execution of a contract to the detriment of the Client. whether a public official or otherwise. the Client will be entitled to terminate the Agreement in accordance with Clause 27. ASSIGNMENT AND SUBCONTRACTS 38. directly or indirectly in the selection process or in the conduct of the Agreement. and need not obtain the Consultant's permission to copy for such use. including the use of collusive practices intended to stifle or reduce the benefits of free and open competition. either alone or jointly with others. The Client shall be entitled to use them or copy them only for the Works and the purpose for which they are intended. NOTICES 41.

Appointment of Mediator 43. within 14 days of the appointment of the Mediator.SETTLEMENT OF DISPUTES AMICABLE DISPUTE RESOLUTION 43. If the parties accept the mediator's recommendations. then that matter or those matters shall immediately be referred to a neutral mediator ["the Mediator"]. Referral to Mediator 43. or such a period as the parties may subsequently agree. within 14 days or any such period as the parties may subsequently agree. or if the chosen Mediator is unable or unwilling to act.3 If the parties are unable to agree on the choice of a Mediator. shall be binding on the parties.2 If the designated representatives of the parties are unable to reach agreement on any matter referred to them. either party may invite the Mediator to provide to both parties a non-binding opinion in writing. or any such period as the parties may subsequently agree. unless they conclude with a written legally binding agreement. whose decision shall be binding on the parties. if the Mediator finds that the Mediation has been initiated or conducted frivolously or vexatiously. then either party may immediately apply to the President of FIDIC.5 All negotiations shall be conducted in confidence and are not to be referred to in any concurrent or subsequent proceedings. or another mutually agreed nominating organisation. Written Agreement to be Binding 43. to appoint a Mediator. then he shall have the power to order the party so initiating or conducting the mediation to pay the reasonable costs of the other party for preparing for and attending the mediation.1 The parties shall seek to resolve in good faith any dispute or difference arising between them in respect of any matter connected with this Agreement. If these costs cannot be agreed. without the prior written consent of both parties.6 Costs of Mediation 43. If the parties cannot resolve any such dispute or difference within 14 days.4 The parties shall. or otherwise reach agreement on the resolution of the dispute. Non-binding Opinion 43.7 The parties will bear their own costs of preparing and submitting evidence to the Mediator. such agreement shall be recorded in writing and. If no agreement is reached. ©FIDIC 1998 12 . then it shall be submitted to their respective designated representatives under the Agreement. Agreement of Programme 43. to agree a programme for the exchange of any relevant information and the structure to be adopted for the negotiations. once signed by the designated representatives. Such opinion shall not be used in evidence in any concurrent or subsequent proceedings. jointly meet with him. Attempt to Resolve 43. they will be assessed by the Mediator.

He will not be available to appear as a witness in the arbitration.8 If the parties fail to reach agreement within 28 days of the Mediator being appointed. The arbitration will be conducted in accordance with the rules stipulated in the Particular Conditions in force at the effective date of the agreement on the basis that the parties agree to waive their rights to any form of appeal. then both parties shall be entitled to submit the dispute to arbitration under the terms of Clause 44 of this Agreement.Failure of Mediation 43. If the mediation fails. or to provide any additional evidence obtained during the mediation. All other matters in dispute will be referred to an Arbitrator. ©FIDIC 1998 13 . insofar as such waiver can validly be made. The Mediator's role will cease on the appointment of the Arbitrator. ARBITRATION 44. or such other period as the parties may agree. the Mediator will record those facts that the parties have agreed. with the agreement of the parties. who will be allowed access to the recorded and agreed facts only.

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Currency of Agreement Currencies of payments percent per day Rate of exchange to currency of Agreement 36.1 Limit of Compensation Commencement_______________________________ Completion 22. Definitions (i) The Project is __________________________________ 17. References from Clauses in the General Conditions 1. Duration of Liability Reckoned from _______________________________ 18. Language(s) of the Agreement Ruling language Law to which Agreement is subject ©FIDIC 1998 15 . 31.PARTICULAR CONDITIONS A. (ii) Time for Payment Local Currency Foreign Currency days days Agreed Compensation for overdue payment 32.

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41. ___________________________ 44.37. Principal place of business __________________________ Notices Client's address __________________________________ E-mail ______________________________ Facsimile telephone No. Rules for Arbitration ____________________________ OFIDIC 1998 17 . ___________________________ Consultant's address _____________________________ E-mail ________________________________ Facsimile telephone No.

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See the White Book Guide for additional details on how to complete this Appendix. OFIDIC 1998 21 .APPENDIX A SCOPE OF SERVICES The Scope of the Consultant's Services as finally negotiated and agreed should be clearly expressed in Appendix A.

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EQUIPMENT. © FIDIC 1998 23 .APPENDIX B In Appendix B. facilities and services to be provided by the Client. list as completely and in as much detail as possible the personnel. FACILITIES AND SERVICES OF OTHERS TO BE PROVIDED BY THE CLIENT the White Book Guide for additional details on how to complete this Appendix. equipment. See PERSONNEL.

com http://www.FIDUC International Federation of Consulting Engineers (FIDIC) P0 Box 86 1000 Lausanne 12 Switzerland Telephone: Fax: E-mail: WWW: ++ 41 21 654 44 11 ++ 41 21 653 54 32 fidic@pobox.fidic.org .