TABLE OF CONTENTS

Page No.

1. FORM OF CONTRACT 1

II. GENERAL CONDITIONS OF CONTRACT 3

1. GENERAL PROVISIONS 3

1.1 Definitions 3
1.2 Law Governing the Contract 4
1.3 Language 4
1.4 Notices 4
1.5 Location 4
1.6 Authorized Representatives 4
1.7 Taxes 4
1.8 Leader of Joint Venture 5
1.9 Relation between the Parties 5
1.10 Headings 5

2. COMMENCEMENT, COMPLETION, MODIFICATION,

AND TERMINATION OF CONTRACT 5

2.1 Effectiveness of Contract 5

2.2 Termination of Contract for Failure to Become Effective 5
2.3 Commencement of Services 5
2.4 Expiration of Contract 5
2.5 Modification 6
2.6 Extension of Time for Completion 6
2.7 Force Majeure 6
2.7.1 Definition 6
2.7.2 No Breach of Contract 6
2.7.3 Extension of Time 7
2.7.4 Payments 7
2.8 Suspension of Payments by the Client 7
2.9 Termination 7
2.9.1 By the Client 7
2.9.2 By the Consultants 8
2.9.3 Cessation of Services 8
2.9.4 Payment upon Termination 9
2.9.5 Disputes about Events of Termination 9

3. OBLIGATIONS OF THE CONSULTANTS 9

3.1 General 9
3.1.1 Standard of Performance 9
3.1.2 Law Governing Services 9
3.2 Consultants Not to Benefit from Commissions, Discounts, etc. 10
3.3 Confidentiality 10
3.4 Liability of the Consultants 10
3.5 Other Insurances to be Taken out by the Consultants 11
3.6 Consultants' Actions Requiring Client's Prior Approval 11
3.7 Reporting Obligations 11
3.8 Documents Prepared by the Consultants to be the Property of the Client 11
3.9 Equipment and Materials Furnished by the Client 11
3.10 Accounting, Inspection and Auditing 12
4. CONSULTANTS' PERSONNEL AND SUBCONSULTANTS 12

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4.1 General 12
4.2 Description of Personnel 12
4.3 Approval of Personnel 12
4.4 Working Hours, Leave, Overtime, etc. 12
4.5 Removal and/or Replacement of Personnel 13
5. OBLIGATIONS OF THE CLIENT 13
5.1 Assistance, Coordination and Approvals 13
5.1.1 Assistance 13
5.1.2 Co-ordination 14
5.1.3 Approvals 14
5.2 Access to Land 14
5.3 Change in the Applicable Law 14
5.4 Services and Facilities 15
5.5 Payments 15
5.6 Counterpart Personnel 15
6. PAYMENTS TO THE CONSULTANTS 15
6.1 Cost Estimates, Ceiling Amount 15
6.2 Remuneration and Reimbursable Direct Costs (Non-salary Costs) 16
6.3 Currency of Payment 16
6.4 Mode of Billing and Payment 17
6.5 Delayed Payments 18
6.6 Additional Services 18
6.7 Consultants' Entitlement to Suspend Services 19
7. FAIRNESS AND GOOD FAITH 19
7.1 Good Faith 19
7.2 Operation of the Contract 19
8. SETTLEMENT OF DISPUTES 19
8.1 Amicable Settlement 19
8.2 Dispute Settlement 19
9. INTEGRITY PACT 20
III. SPECIAL CONDITIONS OF CONTRACT 21

IV. APPENDICES 27
Appendix A- Description of the Services 27
Appendix B- Reporting Requirements 30
Appendix C- Key Personnel and Subconsultants 31
Appendix D- Breakdown of Contract Prices in Foreign Currency 33
Appendix E- Breakdown of Contract Prices in Local Currency 34
Appendix F- Services and Facilities to be Provided by the Client 35
and Counterpart Personnel to be Made Available to the
Consultants by the Client.
Appendix G- Integrity Pact 36

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