Section VII: Contract Terms and Conditions

Preamble

This Section shall specify the internationally recognised standard terms and conditions to be used
for the Contract, which shall take into account the nature of the consultancy services and be
appropriate to the objectives and circumstances of the Project.

The contract conditions shall be drafted with the primary aim of achieving the efficient
performance of the Contract and to provide for fair and balanced risk allocation between the
parties following the key principles:
(i) the duties, rights, obligations, roles and responsibilities of the parties must be generally
as implied in the General Conditions of Contract, and appropriate to the requirements of
the Contract subject to the Procurement Process;
(ii) the Particular Conditions of Contract must be drafted clearly and unambiguously;
(iii) the Particular Conditions must not change the balance of risks allocation provided for in
the General Conditions of Contract;
(iv) all time periods specified in the Contract for the parties to perform their obligations or
exercise their rights must be of reasonable duration; and
(v) the Contract shall provide an adequate dispute resolution mechanism.

The following conditions of contract would be generally acceptable to the Bank though shall be
subject to the Bank’s no objection as part of its review of the project delivery strategy and the
procurement plan:
• FIDIC, Client/Consultant Model Services Agreement, Fourth Edition 2006;
• FIDIC, Client/Consultant Model Services Agreement, Fifth Edition 2017;
• MDB Harmonised Standard Form of Contract for Consultant’s Services, Time Based,
2020;
• MDB Harmonised Standard Form of Contract for Consultant’s Services, Lump-Sum
Payments, 2020; etc.

Wherever required by the Bank, standard forms of contract incorporating internationally accepted
conditions shall be used.

Special attention should be paid to the copyright of the contract terms. Appropriate licences may
need to be obtained and fees paid before using the standard terms and conditions for the
Contract.

The Particular Conditions of Contract, the Contract Forms, the Letter of Tender, the Price
Schedules as well as other appropriate parts of the Procurement Document shall be amended as
necessary, to ensure consistency and coherence of the entire Procurement Document.

Please note that notwithstanding the above considerations, the Bank’s standard terms and
conditions for small assignment consultancy services contracts deviate in their structure from the
regular contracts and represent an integrated contract document, incorporating the agreement
and all terms and conditions without separating them into specific parts.

The Clients are advised to seek a legal counsel for drafting conditions of Contract, which would
reflect specifics of the particular Project and the objective of the Contract.
Section VII: Contract Terms and Conditions
Whilst drafting the contract conditions the Client shall appropriately reflect the specific
requirements of the legal agreements signed with the Bank. Special attention shall be paid to
ensure that the environmental and social performance requirements and action plan, as well as
the provisions concerning prohibited practices and the Bank’s audit rights are transposed to the
Contract. It is the Client’s responsibility to ensure that third parties and non-employee personnel
engaged by the Client either directly or through the Consultant or other intermediaries to perform
the Contract meet these requirements. The respective provisions shall enable the Client’s
monitoring and supervision of the Consultant’s compliance with the aforementioned requirements
and good international practice. They shall also facilitate the Client’s reporting to the Bank to
demonstrate its compliance with its obligations under the legal agreements signed with the Bank.

Section VII: Contract Terms and Conditions