~ Federation Internationale des' lnqenieurs-Conseils

FI Die International Federation ot Consulting Engineers

~ Internationale Vereinigung Beratender Ingenieure
~ Federaci6n lnternacional de Ingenieros Consultores

Model
Representative Agre ~-v nt
AGREEMENT ~~
PARTICULAR CONDITIONS
GENERAL CONDITIONS ()
~«---~
NOTES FOR GUIDANCE

~
 ~
FIDIC
'<gtI FIDie is the international federation of national Member 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 their members. Today, FIDIC membership covers some 90 countries ~ro II parts of the
globe and encompassing most of the private practice consulting engine .

IDIC is charged with promoting and implementing the cons~g

F teChno~y-
strategic goals on behalf of Member Associations. Its s t
represent world-wide the majority of firms providing
r industry's
0 jectives are to:
. ellectual services
for the built and natural environment; assist members wit . su relating to business
practice; define and actively promote conformance to code 0 cs: enhance the image
of consulting engineers as leaders and wealth creat s society; promote the commitment
to environmental sustainability; support and prOQau professionals as future leaders.

1DlC arranges seminars, conferenceS~d er ents in the furtherance of its goals:

F maintenance of high ethical and p
information; discussion of problem
'0 standards; exchange of views and
ncern among Member Associations and
representatives of the internatio in cial titutions; and development of the consulting
engineering industry in develo g ntn.

sta utes and policy statements and comply with FIDIC's

rofessional competence, impartial advice and open and

lso publishes business practice documents such as policy statements, position

apers, guides, guidelines, training manuals, and training resource kits in the areas of
gement systems (quality management, risk management, integrity management.
vironment management, sustainability) and business processes (consultant selection,
quality based selection, tendering, procurement, insurance, liability, technology transfer,
capacity bUilding).

IDIC organises an extensive programme of seminars, conferences, capacity building

F workshops, and training courses.

1DlC aims to maintain high ethical and professional standards throughout the consulting
F engineering industry through the exchange of views and information, with diSCUSSIon
of problems of mutual concern among Member Associations and representatives of the
multilateral development banks and other international financial institutions.

IDIC publications and details about training courses and conferences areavailablefrom the
F Secretariat in Geneva, Switzerland. Specific activities are detailed in an annual business
plan and the FIDICwebsite, www.FIDIC.org, qives extensive background information.

Published by
© Copyright FIOIC 2013 International Federation of Consulting Engineers (FIOIC)
World Trade Center II
Allrights reserved. P.O. Box 311
No part of this publication 1215 Geneva 15
may be reproduced Switzerland
or transmitted in any form Phone +4122 799 49 00
or by any means without Fax +4122 799 49 01
permission of the publisher. E-mail fidic@fidic.org
WWW http://www.fidic.org
 AGREEMENT

PARTICULAR CONDITIONS

Model
REPRESENTATIVE AGREEMENT

First Edition, 2013

~
FEDERATlON INTERNATlONAlE DES INGENIEURS-OONSEILS
INTERNATIONAL FEDERATlON OF CONSULTING ENGINEERS
FIDIC
INTERNATIONAlE VEREINIGUNG BERATENDER INGENIEURE
FEDERACION INTERNACIONALDE INGENIEROS CONSULTORES ~
 COPYRIGHT
Copyright © 2012 FIDIC, World Trade Center II, 29 route de Pre-Bois, Geneva Airport, CH-1215
Geneva, Switzerland. All rights reserved,

FIDIC is the only Copyright owner of FIDIC publications, which are protected by the Berne
Convention for the Protection of Literary and Artistic Works, international cony ntions such
as TRIPS and the WIPO copyright treaty and national intellectual property I 0 part of
a FIDIC publication can be reproduced, translated, adapted, stored in a ret s tern or
communicated, in any form or by any means, mechanical, electronic, meJle, copying,
recording or otherwise, without prior permission in writing from FID~C. n n English is
considered by FIDIC as the official and authentic text for the purpo as r ton.

TERMS AND CONDITIONS ~

The widespread dissemination, acceptance and use of FI ublications and their translations
are important means for accomplishing FIDIC's missi d a therefore actively promoted by
FIDIC. The sale of FIDIC publications and their transl ons i an i portant source of revenue for
FIDIC and its Member Associations. It creates r au sf providing a wide range of services
meeting the business needs of member firm te, starting with the initial drafting of
publications, often require considerable n p se.
FIDIGregularly updates and reissues p at' s that Userscan profit from the state-of-the-art.
By supplying publications, FIDIC do no ant ny intellectual property rights. The purchase or
supply of a FIDIC publication, in I tli for for completion by a purchaser or authorised user,
does not confer author's rights u er a circumstances.
Users rely on the contents ublications, especially FIDIC contracts and agreements,
for important business ions. The use of authentic publications is therefore essential
for safeguarding their tere . IDIG discourages modification of its publications, and only in
exceptional c i r c e s it authorise modification, reproduction or incorporation elsewhere.
Permission to ote m, incorporate, reproduce or copy all or part of a FIDIC publication
should be addr ed the FIDIG Secretariat, which will decide upon appropriate terms,
A licen repare a modified or adapted publication will be agreed to under certain conditions.
Specl al modified or adapted publication must be for internal purposes, and not be
~~I.~ or distributed commercially.
the of FIDIC contracts and agreements, FIDIC aims to provide balanced and equitable

~
dlf ns of contract by ensuring the integrity of its publications, A purchaser or authorised
use of a FIDIC contract or agreement is thus granted the right to:

~ -
- make a single copy of the purchased document, for personal and private use;
- incorporate In other documents (or electronic files) either the original printed document (or
electronic file) or pages printed from an electronic file supplied by FIDIC for this purpose;

O
draw up and distribute internally and/or among partners clearly identified Particular

~
Conditions or their equivalent using text provided in the FIDIC publication specifically for this
purpose;
reproduce, complete and distribute internally and/or among partners any forms, in both
printed and electronic formats, provided for completion by the purchaser or user,

DISCLAIMER
While FIDIC aims to ensure that its publications represent the best in business practice, the
Federation accepts or assumes no liability or responsibility for any events or the consequences
thereof that derive from the use of its publications. FIDIC publications are provided «as is»,
without warranty of any kind, either express or implied, including, without limitation, warranties of
merchantability, fitness for a particular purpose and non-infringement FIDIC publications are not
exhaustive and are only intended to provide general guidance. They should not be relied upon in
a specific situation or issue. Expert legal advice should be obtained whenever appropriate, and
particularly before entering into or terminating a contract

© FIDIC 2013
 ACKNOWLEDGEMENTS

This First Edition of the FIDICModel RepresentativeAgreement is based closely on the

Test Edition published in 2004. Updating took into account changes in International
anti-corruption legislation as well as feedback from users. ~

The preparation of the FIDIC Model Representative Agreement was ed out by

task groups under the generai direction of the FIDICExecutive c e t Geoff
French, URS Scott Wilson, UK, and Kaj Moller, SWECO, sw~n, sponsible
committee members.

For the Test Edition, the Federation International~lng . s-Consefs (FIDIC)

extended special thanks to the following member . s Representative Agreement
Task Force: Eigil Steen Pedersen (Chair), COWl De ark; Dr Jorge Diaz Padilla,
Systec, Mexico; Mahendra Raj, Mahendra Raj nsu nt, India; John Ritchie, Acres
International, Canada; Simon warmerdam'fC's, T. e Netherlands; with Secretariat
coordination provided by Dr Peter Boswell, r anager, FIDIC.

This First Edition was drafted by ~ entative Agreement Task Force of the
FIDIC Integrity Management C~ e c aired by Dr Jorge Diaz Padilla, Systec,
Mexico. The Task Group co i : n Ritchie, Canada (Chair); Dr Peter Boswell,
Switzeriand; PhilipJenki~SO UK; igil Steen Pedersen, Denmark; Richard Stump,
USA. Prior to drafting th . dition a legal review of the Test Edition was carried
out by Sam Eastwo~ am s Thomas of Norton Rose LLP, UK; with Secretariat
coordination ProvidO' a Vink, Managing Director, FIDIC.

Drafts of the ~t E itlon were commented on by the following persons: Prof. Mark
Pieth, Basel In itut of Governance, University of Basel, Switzerland; Jermyn Brooks,
Trans~ln national, Berlin, Germany. Comments on drafts of the First Edition
were i rovided by: Exaud Mushi, Tanzania; Neill Stansbury, UK; Christoph
Germany; Zoltan Zahonyi, Hungary. Comments to the final draft version

Sleas 2012 were provided by The World Bank. Acknowledgement of reviewers

X
es t mean that such persons or organisations approve the wording of all ciauses.

~
FIDIC wishes to record its appreciation of the time and effort devoted by all the above
people.
The ultimate decision on the form and content of the publication Model Representative

O Agreement rests with FIDIC.

© FIDIC 2013
 FOREWORD

The terms of the Model Representative Agreement ('The Purple BODk') have been
prepared by the Federation Intenationale des lnqenleur-Consells (FIDIC) and are
intended for Consultants wishing to enter into a contract with a Represen tive for the
provision of Representative Services.

The version In English IS considered by FIDIC as the official and ~ for the
purpose of translation ~~-:.J
Followinq the Agreement, the clauses of general applica n ve been grouped
together in this document and are referred to as Gen~~ndl . They are intended
for incorporation as printed in the documents comp;_~\he Agreement.

The General Conditions are linked with dat~ive in the Particular Conditions,
identified by the corresponding numberin of cI ses, and Appendices, so that
General Conditions and Particular Conditio . Ii pendices)toqether comprise the
conditions governing the rights and 0 ti 0 he Parties. Given as Appendices to
the Particular Conditions are a~o It ' I egrity Policy Statement and a reference
to the Consultants Code of Co ct. app priate, the FIDIC model Code of Conduct
(given in Annex 1 to APp~n . 4 an used without mcdification, to serve as the
Consultant's Code of Condu

Notes for Guidance ide with this publication. to provide commentary and
backqround inform~'on
e lnformatlon and guidance of the user. However, the
Notes tor GU:fi'd n form part of the Agreement, and should not be included in
any formal A em t at is based on the Model Representative Agreement.

Specif ntion made of FIDIC'sClient/Consultant Model Services Agreement, 4th

Ed 2 6 t Venture Agreement, 1st Ed 1992, and Sub-Consultancy Agreement,
92 which, together with this Model Representative Agreement, form FIDIC's
ollec of agreements for consultlnq services.

o~X
lt I also recornrnendeo that users refer to other relevant FIDIC publications, which
can be found ',n the Bookshop of FIDIC's website at www.fidic.orq. Documents that
describe the original FIDIC Business Integrity Management System (BIMS) and the
new FIDIC Integrity Management System (FIMS) are especially relevant.

© FIDIC2013
 CONTENTS
FOREWORD

CONTENTS

AGREEMENT .

A :;=::~~~RC~~~s~~~~~~:~r~I'~o~~i;i~~S' ~ a

B Additional Clauses
C Scope of Representative Services (Appendix 1) C-:.
D Basis for Remuneration (Appendix 2) .. \--:..J
E Consultant's Integrity Policy Statement (AP~;lX 3V
F Consultant's Code of Conduct (Appendix 4~ \

APPENDICES r.
1 Scope of Representative Services ~v
2 Basis for Remuneration ~
3 Consultant's Integrity ~Oli t t
4 Consultant's Code of du
Annex 1: MOdel~O
of nduct for Consulting Firms
Annex 2: FIDIC thics

GENER C ITIONS 1
1 DEFI 1
2 INT TION.............. . 1
~E OF REPRESENTATION
O'MITS
3
OF REPRESENTATION . . .. .. .,. .
. 2
2

~6 ;:~:~:~T;~N:.··::::·:::::··:::::::·: ::: :.:~

: .,
O
~ ~~~:~~~~::C::~~: T~E~ ::.::.: : .. : : ::

~
9 TERMINATION.. .. .. .. .. .. .. .. .. .. .. .. 4
10 NOTiCES , . 5
11 REGISTRATION. .. .. .. .. .. .. .. .. .. .5
12 INDEMNITIES.......... ..5
13 GOVERNING LAW AND DISPUTE RESOLUTION 6
14 CONFIDENTIALl1Y . . . . 6
15 ANTI-CORRUPTION .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . .6
16 MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . .. . . . . .. ..7
INDEXOF SUB-CLAUSES. ....... . 10

NOTES FOR GUIDANCE I

© FIDIC 2013
 AGREEMENT
This Agreement dated this. . . . . . .. . _
day of. . _
between ,., ._,., .
~................. . .
(name and address of Consultant)
hereinafter known as the 'Consultant',

and " .
~..................... . .
(name and address of company or Representative)

~:~~~~ incorporated under the Jaws of . .. .,. .",.. . s~

!f the Representative (hereInafter referred to as the' Representative') ~
ISan Individual, or acting as a sale proprietor state accordingly ~~ _
(Individual/Sole propnetor)

hereinafter collectively referred to as 'Parties' and indivlduajy as a Iparty~

p~'l['~nSfrUCtion
WHEREAS, the Consultant provides englneenng, procurement,
associated services; and V management and

~~
WHEREAS, the Consullanf wishes fa esfablish
a relationship with the Representative for the purpose .:.- t-----=---------------
WHEREAS, the Representativeis in the Position~ci~ _

WHEREAS, the Parties wish to record the rm ~~ditions of their relationship;

IFIES THAT, in consideration of the mutual covenants and
i Agreement, namely:

(a) fhe Agreement;

(b) General Conditio
(c) Particular Co 10;
(d) Appendices t icular Conditions, namely:
Appen e of RepresentativeServices),
App n is for Remuneration),
en nsultant's Integrity Policy Statement),
dix 4 {Consultant's Code of Conduct),

~
h arties venant and agree as follows:

The presentative shall be the Consultant's

Q~~~~I~~v~h:~rthe:prolects for a " " In years Of: : : .

~ The term shall be renewable upon mutual agreemenf of the Parties. The tenm shall expire if this Agreemenf is
terminated in accordance with Clause 9.1 of the General Conditions.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorised officers
and their corporate seals to be hereunto affixed.

SIGNED BY THE CONSULTANT: SIGNED BY THE REPRESENTATIVE:

Signature _ Signature
Name Name
Title Title
Date Date
Seal Seal

Agreement
 PARTICULAR CONDITIONS
A References from Clauses in the General Conditions
6.4 Rate of compensation for late payment
10.1 Consultant's contact details
Address

Email
Telephone number
Fax number
Attention Name
Position
10.1 Representative's contact details
Address

Email
Telephone number
Fax number
Attention Name
Position

~'S~iiC,,~~==============
10.1
Agreed methods of electronic trans
13.1 Consultant's home base coun~,
15.2 I confirm that I have read~p 3 (C sultant's Integrity Policy Statement) and Appendix
4 (Consultant's Code of Con pt) a will comply with all aspects of these documents that

Signed 0
are pertinent to the pravi presentative Services under this Agreement.

~;~e G
B AdditiO.a..... rses
In th~~h"';;,artles are to Include any variations, omissions and additions to the General
C f~ Representative Services (Appendix 1)

~
e Appendix 1 (Scope of RepresentativeServices)
TN Parties are to include In Appendix 1 any Variations, orrussrons and additions to Normal
Representative Services and Project-Specific Representative Services (Sections A and B) and to
Include any Additional Representative Services (Section C)

O
~
Basis for Remuneration (Appendix 2)
See Appendix 2 (Basis for Remuneration)
The Parties are to complete Appendix 2 and include any variations, omissions and additions.
E Consultant's Integrity Policy Statement (Appendix 3)
In this section, the Parties are to either indicate inclusion of the Consultant's Integrity Policy Statement
given in Appendix 3 (Consultant's Integrity Policy Statement), including any variations, omissions and
additions, or include the Consultant's own Integrity Policy Statement.
F Consultant's Code of Conduct (Appendix 4).
In this section, the Parties are to either indicate inclusion in this section of the FIDIC model Code of
Conduct given in Annex 1 to Appendix 4 (Consultant's Code of Conduct) or include the Consultant's
own Code of Conduct.

Particular Conditions
a
 Appendices
These Appendices form partof the Agreement.
1 Scope of Representative Services
A Normal Representative Services (pre-award)

The Representativeshall provide the following Represent e S

with seeking project opportunities on behalf of th~Csui t:

A1 Act as an Information source in identifying and a I the Consultant with regard

to business opportunities in the countryee presentative Services are
performed, based on the Representative's eerie e and Information supplied by
the Consultant, where the Representativ~ll e Consultant Services could be
used for the purpose of securing and i nting satisfactory projects between
the Consultant and client organlS~

A2 Inform the Consultant in a~'

Iy ann r of potential opportunities for providing
Consultant Services in the ry ere Representative Services are performed.

A3 Establish and malntal~hal of the Consultant, contact with the appropriate

governmental and . n uthorlties to ensure early and adequate notice of
available opport itie a to keep the Consultant promptly informed of the
RepresentaEi' tivitl s and contacts made on Its behalf.

A4 Collect an fo rd to the Consultant information on sources, costs, methods

an~err matters concerning proposals and cost estimates requiring a
co omponent, including advice on business conditions In the Country where
Re ive Services are performed.

A5 f'::\n circumstances call for the services of one or more firms to act as

X
~conSUltants to the Consultant, Identify and recommend one or more local firms,
and obtain qualifications and other material to submit to the Consultant.

~
A6 Undertake routine administrative functions including, but not limited to, obtaining
tender documents, approvals, licenses, permits and visas, etc., which the
Consultant may request the Representative to obtain to enable the Consultant to

O
~
pursue appropriate opportunities.

A7 Provide liaison activities In bringing to a successful conclusion those negotiations

in which the Consultant agrees to participate. The Representative's support shall
include, for example, identification of key personnel in client organisations, advice
on proposal presentation and assistance during negotiations as requested by the
Consultant.

AS Keep the Consultant informed of general conditions and developments in the

Country where Representative Services are performed, which might affect the
Consultant's interest in undertaking Projects.

A9 The Representative shall also register the Consultant with such appropriate
authorities In the Country where Representative Services are performed as may
from time to time be required in accordance with the Consultant's instructions.

Model Representative Agreement

b
 A10 Submit monthly activity reports to the Consultant. Such reports will contain overall
market movement, general activities of potential clients, the potential roles of the
Consultant, the probability of Projects going ahead, and the probability of the
Consultant winning such Projects, key decision makers, project status, the Client's
accessibility, etc. The Consultant may, at its discretion, require that such reports
include a complete list of all persons with whom the Representative has met or
made contact on behalf of the Consultant.

A11 (List any variations, omissions and additions)

B Project-Specific Representative Services (post award)

The Representative also agrees to provide the following Representa~~rvices to

the Consultant in connection with Projects following contract Si~'Y
81 Undertake routine administrative functions including, but no i I ed assistance
in obtaining documents, approvals, licenses, permits d VI S, c.. which the
Consultant may requireto enable it to execute its r?SSR
nsi 'ties nder the Projects.

82 Provide other periodic support to the personnel e Consuitant in the Country

where Representative Services are perfor§ uested, including but not
limited to, obtaining reservationsin hotels, loc tran 0 arrangements and logistics
support related to staff travel within the ~n w re Representative Services are
performed and on arrival and departur e Country where Representative
Services are performed. ~
83 Provide assistance with 10C~ e t and related activities as well as with
customs ciearance of Proje uip nt and personai effects of employees.

84 Provide liaison with CI~Sate to the Projects and report to the Consultant in
respect of such lfl·ai Project, to ensure that the Consultant is kept aware

85 Assist UP06
of the client's co ern

Consultant
rding the Consultant's work on each Project.

h all matters related to submission and payment of the

invoi es and reconciliation statements.

86 lnj~eC ultant in a timely manner of potential opportunities for providing

fu e ices in connection with each Project.

87 ~ be requested by the Consultant, provide any necessary liaison with the

~
em ssy representing the Country where Representative Services are performed
is located In the home country of the Consultant.

~
8 Keep the Consultant Informed of general conditions and deveiopments, including
political and security developments In the Country where Representative Services

~o
are performed.

(List any variations, omissions and additions)

:9
Additional Representative Services

(To be listed if necessary)

Particular Conditions
c
 2 Remuneration
A Basis for Remuneration

A1 The Representative shall be entitled to payment for

Representative Services based on an agreed daily
rate of .
for a specific Project and for authorised person-days
up to a maximum agreed percentage of the fees
earned and received by the Consultant of . . . . ..

provided that: . . . . . . . . . . . . . . . . . . . . . . . . . .. - - - . - - . - - - - - § ' - - o - - -

the contract for the Project is signed after this Agreement is signed and f this
Agreement is terminated, subject to Sub-Clause 6.5 of the GeneralSi nd
the Representative provides Representative Services pertinent t J t a the
Consultant in accordance with the Representative Services s elf . pendix 1.
Fees for engineering-type projects are deemed to be net fees re ive by the Consultant
from contracts, less that component related to direct ex~es a certain predefined
expenses.

A2 The percentage of fees, less expenses, received bYC

Gilns tant per Section A1 above
which shall be payable to the Representative ~II~II be in accordance with the
following payment scale:

Consultant's fees for engineering projec~ % payable

- Up to USD 1 million ~ _
- Over USD 1 million up to USD . n: . .. _
- Over USD 5 million up to U~D rru n: .
- Over USD 10 million:. . . . . . .

A3 In addition, the Represe~tive a be reimbursed for specific major out of pocket expenses
provided that theYB ov in advance by the Consultant and supported by receipts
and other relevant ocu en ation.

A4 In recogniti f th ed for the Representative

to incur e es in advance of the award of any
contr a ect, the Representative shall be
entit d to nthly payment of . . .
tal aunt of such monthly payments shall

~
i e

m erth~
ed from the Representative's invoices

d~~i~~ '~hi~hth~ R~~;~s~~i~ti;e b~~~';'~s--------------

a
entitled to remuneration under Sections A1 and A2
above, or as otherwise agreed between the Parties.

~
The Representative shall submit signed invoices to the Consultant for all amounts owing
under the Agreement and based on a statement prepared by the Consultant in accordance
with Sub-Clause 6.3 of the General Conditions. Such invoices shall clearly state the banking
particulars applicable to the payment, and shall identify and document ownership of the
account.

A6 Payment due under the Agreement shall only be made to the Representative'sbank account
in the Representative's country of residence, in the Currency of the country of residence,
unless specific agreements to pay outside the country are obtained from relevantauthorities
and such agreements are documented to the satisfaction of the Consultant. Ali banking
fees in the Consultant's home country or elsewhere associated with such transfers shall be
at the expense of the Representative.

A7 (List any variations, omissions and additions)

ModelRepresentative Agreement
d
 3 Consultant's Integrity Policy Statement

The firm is committed to business integrity through the implementation of an assessed

integrity management system, based on industry standards involving all levels of
management and every staff member, so as to:

actively develop and maintain processes to protect high ethical standards and codes
of conduct;
activeiy fight corruption by associating with organisations which share simiiar
highstandards;
prohibit bribery, extortion, fraud, collusion or any other undue business a~' y in the
firm's services or in any other activity;
support and promote Quality Based Selection, competitive tende~g pr res
and legislation that penalises corrupt practices in general, a~d e
opportunities for corruption in the procurement of services' pa ,
ensure that clients are recommended the most appro~rite a 0 ctive

the demands of the Project. r.

procurement process or delivery system for a specifi oject, consistent with

(List any variations, omissions and additions) ~ V

4 Consultant's Code of Conduct a...l" ~
FIOIC has published a Model COde~,n~t:; Consulting Firms, which is reproduced in
Annex 1. it may be used inste~~~ nsultant's Code of Conduct, if appropriate. Also,
the FIOiC Code of Ethics is in"~A nex 2 of this document, as a reference.

(J0
0«-.
~«
~o

Particular Conditions e
 Annex 1. Model Code of Conduct for Consulting Firms

A Social Responsibility
The firm accepts continuing responsibility for its consulting services before its clients and
society.
The firm shall permanently contribute to the benefit of its clients and society, through
sustained personnel training and technology development aimed at improving productivity.
The firm will include sustainability as a permanent goal in every project.

B Quality of service ~
The firm shall only undertake project assignments in Its areasof expertise w
capabilities to deliver efficient and effective service to ITS clients.
The firm is committed to providing high quality services to clients~
Fi:i WI
r. h s the

focus on
quality management as a working methodology and on perman t i ent as a
means to improve the quality of service.
The firm is committed to the continuing improvement of . nowledge base, abilities and
tools in its area of expertise. The firm will focus on technolo management as a working
methodology, and shall extend to its clients the benF0~lts ofessional achievements.

C Objectivity of the firm ~v

The firm will act with loyaltyto its clients a wi aln the confidentiality of any
Informationfrom the client that IS obtai h rocess of performing Its services. The
firm and its staff will respect allla~ y agreements with Its clients.
The firm shall avoid any conflict In est, nd will Inform a client beforehand of any
potential conflict of Interestthat uld erge dunng the execution of consulting services
The firm will only offer its se sr contracting terms that do not interfere with its
independence, integriR ctivity.
The firm will notCJ~muneration that could encourage the firm to offer a biased
opinion.

is
D Corpora Inte .
The fir wi nly solicit consulting work and participate in private or public competitive
er e highest standards of corporate ethics and competitive practices, and
to egrity in its transactions.

~
fir III act at all times in the interests of clients, and will carry out services with
rofessional integrity, without jeopardising the interests of society.

~
Jhe promotional activity of the firm and its services will uphold the dignity and reputation
of the industry. Brochures and other formal documents describing resources, experience,
work, and reputation will reflect the firm's actual circumstances in a truthful manner.

O
~
The firm will require its staff to act with integrity and to report potential violations of integrity
to the appropriate individuals within the firm.

E Competition
The firm favours Quality Based Selection for the contracting of its services.
If solicited to review the work performed by another consultant, the firm will act in
accordance with its integrity and objectivity policies.
The firm will not sponsor compensation or contribution arrangements designed to influence
or secure consulting work; nor will it seek commissions from supbllors of equipment or
services recommended to the client as part of the firm's consulting services.
The firm will not seek or accept commissions from suppliers of equipment or services
recommended to the client as part of the firm's consulting services.
The firm shall not take part in activitiesthat could damage the reputation or the business of
others.

Modal Representative Agreement

f
 Annex 2. FIDIC Code of Ethics

The International Federation of Consulting Engineers recognises that the work of the
consulting engineering industry is critical to the achievement of sustainable development of
society and the environment.
To be fully effective not only must engineers constantly improve their knowledge and skills,
but also society must respect the integrity and trust the jUdgement of members of the
profession and remunerate them fairly.
All member associations of FIOIC subscribe to and believe that the following principles
are fundamental to the behaviour of their members if society is to have that~e ssary
confidence in its advisors,

A Responsibility to society and the consulting industry c.:.

The consulting engineer shall: ~:-J
- Accept the responsibility of the consulting industry to society.

- Seek solutions that are compatible with the principles ~stain evelopment.

B Competence

The consulting engineer shall:

r
~v
.
- At all times uphold the dignity, standing and reputatio~ ot~ consulting industry.

Maintain knowledge and skills at levels si t ith development in technology,

legislation and management, and a s I, care and diligence in the services
rendered to the client.

Perform services only Whe~mp

c Integrity

The consulting engjneQ'

- Act at all timeG' egiti ate interest of the client and provide all services with integrity
and faithfulne .

D lmpartial]

-g engineer shall:
......11""'. .
ialin the provrsion of professional advice, judgement or decision,

~-
for the client of any potential conflict of interest that might anse In the performance of
es to the cirent.
.ill Not accept remuneration which prejudices Independent Judgement.

~ \ Fairness to others

O The consulting engineer shall:

~
Promote the concept of "Quality-Based Selection" (QBS).
Neither carelessly nor intentionally do anything to injure the reputation or business of
others.
Neither directly nor indirectly attempt to take the place of another consultinq engineer,
already appointed for a specific work.
Not take over the work of another consulting engineer before notitying the consulting
engineer in question, and without being advised in writing by the client of the termination
of the prior appointment for that work.
In the event of being asked to review the work of another, behave in accordance with
appropriate conduct and courtesy.

Particular Conditions
9
 F Corruption
The consulting engineer shall:
Neither offer noraccept remuneration of any kind which in perception or in effect either
a) seeks to influence the process of selection or compensation of consulting engineers
and/or their clients or b) seeks to affect the consulting engineer's impartial judgement.
Co-operate fully with any legitimately constituted investigative body which makes inquiry
into the administration of anycontract for services or construction.

Model Representative Agreement

h
 GENERAL CONDITIONS

De~itions
The following words and expressions shall have the meanings assigned to them ex~e
where the
context otherwise requires:

1.1 'Agreement' means the Conditions comprising the Agreement, General ~'t of the

(C~UI
Representative Agreement, the Particular Conditions, together with A e x (Scope of
Representative Services), Appendix 2 (Remuneration), Appendix 3 tegrity Policy
Statement) and Appendix 4 (Consultant's Code of Conduct) Of&the Pa ul Conditions, or as
otherwise specified in the Particular Conditions.

1.2 'Consultant' means the Party named in the Agreement, w.ese loyed as an independent
professional firm by a client to perform the Consultant S ice and legal successors to the
Consultant and permitted assignees. ~

1.3 'Country' means the territory where the Represena...

'Tces are performed.

1.4 'Currency' means the currency of the countMr~n~ of the Representative.

1.5 'day' means a calendar day; 'month'~e
~ ~riOd of one month according to the Gregorian
calendar commencing with any day of th; 'year' means 12 months.

1.6 'Party' means either the consult~ epresentative.

1.7 'Project' means any proiect~~SUltant wishes to pursue, and has been identified as such
to the Representative and fo hi Consultant Services may be provided in establishing or carrying
out projects or in P~furt projects.

1.8 'Representati~' s th Party named in the Agreement, who is engaged as an individual or a

company by eC s ant to perform the Representative Services.

'Repres~e
de~
1.9 ices' means the services to be performed by the Representative in accordance
't he ,,~ement and as specified in Appendix 1 to the Particular Conditions.

1.10 ultant Services' means the Services to be provided by the Consultant in connection with a

2.1
~nt2retation The singular includes the plural, the masculine includes the feminine, and vice versa where the
context requires.

2.2 If there is conflict between provisions of the Agreement, the last to be written chronologically shall
prevail, unless otherwise specified in the Particular Conditions.

General Conditions © HOle 2013

1
3.1
se3 of Representation
The Representative shall perform all reasonable Representative Services as the Consultant may
request from time to time as described in Appendix 1 of the Particular Conditions,

3.2 The Representative shall obtain the Consutant's written approval before hiring any subcontractor,
employee, etc. for the specific purpose of performing Representative Services for the Consultant.

4.1
its own name, in the sale of any services, materials, equipment, apparatus oth related items with
respect to a Project. ~

4.2 The Representative shall neither represent nor perform any s lees numerated in the Particular
Conditions for any person, firm Dr corporation that is, directly ~~~ec ,in any way in competition
tor a Project. V
4.3 The limitations stated in Sub-Clauses 4.1 and
the Consultant has approved this in writing.
4'2~'~fiC
~fV-
cases be omitted, provided that

4.4 The Representative shall not, under any Circ~nc whatsoever, unless duly authorised in writing
by an officer of the Consultant: be conS~'der
to the Consultant's agent; have any right or authority
to create any obliqation of any kind Dn ultant's behalf; attempt to enter into contracts,
agreements Dr commitments in t h O n behalf of the Consultant; Dr bind the Consultant in
any respect whatsoever,

4.5 WithDut limiting the general~Df ause 4.4, under no circumstance shall the Representative
alter in any manner whatso er a offers, proposals, bids Dr tenders submitted by the Consultant
to clients without the suit prior written approval, and then only to the extent authorised.

5.1 tative warrants that:

0 no fficer, director or major shareholder of the Representative is a government employee

~
or a direct relative of a senior government employee and has no official status or that if any
such relationship exists, it has been clearly established by way of a written communication
acknowledged by the Consultant, prior to the signature of this Agreement;

(b) it has disclosed all relevant information relating to the Representative's legal status and ownership,
including the names of all principals and beneficial owners of the Representative;

(c) it will comply with local laws and regulations;

(d) it has disclosed in writing all past instances and will disclose any future instances of criminal
convictions of the Representative or any of its principals in any jurisdiction, or tax delinquency or
significant litigation against the Representative;

© FIDre 2013 Model Representative Agreement

2
 (e) it shall maintain accurate books and records related to all transactions under this Agreement
for a period of at least five years from the date of the last payment by the Consultant to the
Representative relating to a specific Project;

(I) it shall accept and participate in briefings and training by the Consultant related to anticorruption
initiatives;

(g) it has instituted and maintained policies and procedures designed to ensure, and which are
reasonably expected to continue to ensure, compliance with applicable anti-corruption laws.

5.2 The Representative warrants that it has not and shall not enter into any contract or arrangement,
either directly or indirectly, with any person, firm or corporation that would create a poten . I conflict of
interest, without the Consultant's prior written approval. Furthermore, the Representa e all obtain
the prior written approval of the Consultant before engaging the specific and s~. .. se ices of
any person, firm or corporation to carry out the Representative Services conte la in. Such
approvals shall not be unreasonably withheld.

6.1
this Agreement, the Representative shall bear its ow~ xpenses related to the performance
of Representative Services under this Agreement.

6.2 Provided the Representatlva shall ",~~l its obliqations encompasseo by Appendix .
of the Particular Conditions, the Represent t';;~11 be entitled to remuneration for Representative
Services provided as specified in Appe· f the Particular Conditions.

6.3 Remuneration shall become pay Ie t t Representative only upon the Consultant's receipt of
payments from the respectiv ts. yments to the Representative shall be made within fifteen
(15) days of receiving paym ts fr e client or from the date of receipt of the signed invoices for
Representative Services, as eci d in Appendix 2 of the Particular Conditions, whichever is later.

6.4 If the Representaf~S not receive payment within the time stated in Sub-Clause 6.3 the
Representative I p agreed compensation at the rate defined in the Particular Conditions
compounded aily e sum overdue reckoned from the due date for payment of the invoice. Such
agreed c~ sati shall not affect the rights of the Representative stated in Clause 9.1.

th Co tant enters into a contract for a Project within thirty (30) days after the expiry of the term

5
6.5
o is Age ent, and if the signing of the contract wouid have, during the term of this Agreement,

a
s d in the Representative earning remuneration, then such contract shall be deemed to have
n ·gned during the term of this Agreement such that the Representative shall be entitled to

~
re uneration on such contract; provided that this Sub-Clause 6.5 shall not apply if the expiry of
term of this Agreement occurred pursuant to Sub-Clause 9.1 or if the expiry was a result of
Representative's default pursuant to Sub-Clause 9.2.

co7ultant's Rights
7.1 The Consultant reserves the right to reject any order or terminate any negotiations at any time prior
to signing of contracts for any reason whatsoever without incurring any responsibility or liability to the
Representative.

7.2 The Consultant reserves the right to audit or inspect the books and records of the Representative
through engagement of an accounting firm, accredited in the Country in which Representative

General Conditions © FIOrC 2013 3

 Services are performed, in relation to the payments made under this Agreement, if activities or events
give rise to the suspicion of corrupt or illicit activities in connection with the services performed under
this Agreement. During the audit, the auditor shall have access to the employees and officers of the
Representative, in order to interview them and ask written questions.

7.3 If an audit or inspection is requested, the scope of such audit or inspection shall be restricted
to confirmation that payments made under this Agreement do not appear to have been used for
corrupt or illicit purposes, including bribery, extortion, fraud, deception, collusion, cartels, abuse
of power, embezzlement, trading in influence, money laundering, or any other criminal activity. No
further details shall be provided to the accounting firm.

7.4 If irregularities are observed they shall be communicated to the Representative by th

firm and the Consultant shall only be advised that irregularities have been observ a that the
Representative has been notified of the details. The Representative must diSclOS~ 0 Itant's
satisfaction that the irregularity has been clarified with the accounting firm. II h sentative
does not or is not able to satisfy the Consultant's concerns, this Agreemen a be erminated in
accordance with Sub-Clause 9.2.

CaCY, Exchange and Taxes

8.1 s all payments by the Consultant to the
'\tl~_lflncy of the Representative's country of

8.2

9.1 Te~:":~~."",,~ ""'CO to tho other Party 00","'" the 0"" Party's
default O~I to rform its obligations, and if such default or failure is not remedied within ten (10)
days of e i tice, this Agreement shall terminate forthwith and automatically without further
noti .

a
9.2 ot 'thstanding the provisions in Sub-Clause 9.1, this Agreement shall terminate forthwith and
o tically without any notice whatever by the mere occurrence of anyone or more of the following

~
e nts, unless the Consultant shall waive termination upon notification by the Representative of such
currences:

(a) the Representative files a petition in bankruptcy or is adjudicated and declared bankrupt or
insolvent; a receiver, trustee or custodian is appointed for the Representative's assets for the
winding up or liquidation of any of the Representative's business operations; the Representative
seeks to make a compromise, arrangement or assignment with or for the benefit of its creditors
or is discharged from its liabilities;

(b) the Representative seeks to assign or purports to have assigned this Agreement;

(c) any legal arrangement is made to change the structure of the Representative's business; the
controlling interest in the Representative is altered or a change is made in its management; or the
legal capacity or status of the Representative is altered;

© FIDIC 2013 Model Representative Agreement

4
 (d) the Representative fails to secure or renew any license or permit required by law for the
Representative's business operations or if that license or permit is revoked or suspended;

(e) the Representative or any of its employees or agents carrying out its duties in accordance
with this Agreement becomes, for whatever reason, persona non grata in the Country where
Representative Services are performed;

(fj the Representative or any of its employees, subcontractors or agents carrying out its duties
becomes unable to carry out the responsibilities under this Agreement or becomes unable to
carry on business in the Country where Representative Services are performed for any reason
whatsoever, for a period exceeding ten (10) days;

(g) the Representative is in default of its obligations under Clause 4, Sub-Clause 7(." ~-Clause
7.4, Clauses 14 or 15, or Appendix 4 of the Particular Conditions of this Agr~~

9.3 Notwithstanding the provisions in Sub-Clause 9.1, this Agreement shall t e rthwith and
automaticallywithout any notice whatever by the mere occurrence of any e or f the following
events, unless the Representativeshall waive termination upon notifica ion th onsultant of such
occurrences:

(a) the Consultant files a petition in bankruptcy or is adjUdicated ared bankrupt or insolvent;
a receiver, trustee or custodian is appointed for the Con ultan assets for the winding up or
liquidation of any of the Consultant's business oP~'o. Consultant seeks to make a
compromise, arrangement or assignment with or for e efit of its creditors or is discharged
from its liabilities; a...~

(b) the Consultant seeks to assign or purpo~ ~ ,;;!;gned this Agreement;

(c) the Consultant fails to secure or renew ~ I~se or permit required by law for the Consultant's
business operations or if that Iicens it is revoked or suspended.

10.1

General Conditions © FIDIC 2013

5
12.1 The Consultant shall not accept responsibility nor indemnify the Representative for any claims,
liability, or damages resulting from any acts or omissions of the Representative in the provision of
RepresentativeServices under this Agreement.

12.2 The Representativeshall not accept responsibility nor indemnify the Consultant for any claims, liability
or damages resulting from any acts or omissions of the Consultant in the provision of Consultant
Services in connection with the Projects.

12.3 The Representative shall indemnify the Consultant for all losses and damages
Consultant as a result of any breach of the Representative's obligations under Su -C

Go1r3 law and Dispute Resolution ~ V

13.1 This Agreement shall be governed by the laws of the home bCcOllJ.ntry of the Consultant stated in
the Particular Conditions. ~v
13.2 If any dispute arises out of or in connection with thl re en, the Parties shall, within 14 days of
a written request from one Party to the other~m'n faith effort to resolve the dispute. If the
dispute is not resolved at that meeting, the P es all a empt to settle it by mediation, and failing
that, by arbitration.

13.3 Any arbitration arising out of or in con ith this Agreement shall be settled under the Rules
of Arbitration of the International 0 ommerce by one or more arbitrators appointed in
accordance with the said Rules. shall be agreed upon between the Parties.

14.1 The R e i r ative hall, during and after the term of this Agreement, keep in strict confidence
and co d prietary, all information disclosed by the Consultant of a commercial nature
and ech . al nature, including business and financial information, agreements and arrangements
been t parties (patents, know-how, designs, copyrights, licenses or sub-licenses, trademarks
rade secrets) except such technical information which is in or becomes part of the public
m ,or which the Representative already had in its possession.

15.1 In the performance of obligations under this Agreement,

(a) the Representative and agents and employees shall comply with all applicable laws, rules,
regulations and orders of any applicable jurisdiction,

(b) the Representative hereby represents, warrants and covenants that it will not participate,
directly or indirectly, in bribery, extortion, fraud, deception, collusion, cartels, abuse of power,
embezzlement, trading in influence, money laundering, or any other criminal activity including the
use of insider information, the possession of illegally obtained information, the establishment of

© FIDIC2013 Model Representative Agreement

6
 off-the-books accounts, the making of off-the books or inadequately identified transactions, the
recording of non-existent expenditures, the entry of liabilities with incorrect identification of their
object, as well as the use of false documents.

The Representative further warrants that, in connection with any business opportunities which are
the subject of this Agreement, he will not offer, payor promise to pay either directly or indirectly,
anything of value to a 'public official' (as defined below) or to a third party.

A public official is:

(a) any official or employee of any government agency or government-owned or controlled

enterprise;(b) any person performing a public function;

(b) any person performing a public function;

(c) any official or employee of a public International organisation;

(d) any candidate for political office; or

(e) any political party or an official of a political party ,(

Furthermore, the Representative shall notify the consultant im ed:atoel~

writing Withfull particulars,
in the event that the Representative receives a requestt: ill" t payment or advantage, or is
requested to take any action that would violate an applic r treaty.

Notw·,thstanding any other provision of this~gr e t Representative shall indemnify, defend

and hold harmless the Consultant from an g st a claim, loss, damage, penalty, liability,
expense, attorney's fees and costs Of~h v nat e arising out of, or related to, or connected
with the Representative's failure to com ly . h t provisions of this Sub-Clause 15.1, to the fullest
extent permitted by law.

15.2 ln coniunction witn the

engagement, shall either:
"",oQ Sub-Clause ts.t, the Hepresentatlve at the C~",,",',
(a) demonstrate t~sfaction
of the Consultant, that it adheres to a documented Code of
Conduct ;Q~~a~ compliance programme; or

(b) confir it pe ic agreement to the principles of the Consultant's Integrity Policy Statement
(Ap· he Particular Conditions) and the Consultant's Code of Conduct (Appendix 4

~
h e articular Conditions) by confirming annually in writing throughout the duration of this
greem t acceptance of the Particular Conditions.

r"":!/f..,e onsullant has chosen (a), the Consultant may at any time require the Representative to

~\'::l''''~" .,.

Mi=1e18 ous
16.1 No waiver, alteration or modification of any of the provisions hereof shall be binding on either Party
unless the same be in writing and signed by the Parties hereto or confirmed by both Parties by
telefacsimile, mail or courier, or transmitted using any olthe agreed systems of electronic transmission
stated in the Particular Conditions.

16.2 This Agreement supersedes and cancels any and all previous understandings, agreements and
commitments as may have been reached by the Parties. This Agreement is the entire agreement
between the Parties and there are no collateral, oral or written terms of any kind.

General Conditions © FIDIC 2013

7
16.3 This Agreement shall not be deemed to be effective or binding upon the Consultant until signed on
its behalf by an officer or authorised representative of the Consultant.

16.4 This Agreement is made with the Consultant and is not applicable in any manner to any of its
affiiiated or associated companies.

16.5 The Representative hereby waives any right it had or has under any prior agreement, be it contractual
or at law.

16.6 The Representative undertakes to bind, for its own benefit and for the benefit of the Consultant,
all of its employees and agents that may participate in the Representative's efforts pursuant to this
Agreement, such that all such persons shall have the same obligations to the Consu nt that the
Representative has to the Consultant under this Agreement.

© FIDIG 2013 Model Representative Agreement

8
 INDEX OF SUB-CLAUSES
Clause/Sub-Clause Page
Agent 4.4 2
Agents 9.2 4

/~ B
Agreement
16.6
1.6 Y 1

~~
Anti-corruption 6
Arbitration 6
Attorney. fees 6
Assigned 5
Audit 3

Bankruptcy 4
5
7

Claims ~ 12 5
Code of conduct ~ 15.2 7
Companies. associated 16.4 B
~ 7

0
Compliance 15.2
Confidentiality 14 6
Conflict of interest 5.2 3
Consultant 1.1 1
Consultant's. ~ : 7 3
Convention. ~ 15.1 6

t
C¥;Definiti::s
':
1~
6
3
4

5
1
~ , Dispute resolution 13 6
~ \. Duties B,2 4

~o
Employees 9.2 4
16.6 8
Exchange B 4
Expenses 6.1 3

Governing law 13 6

Indemnities 12 5
Interpretation 2 1
Irregularities 7,3 3

Laws. home country 13 6

Laws. local 5,1 2

© FIDIC 2013 Model Representative Agreement

10
 Liability 12.2 5
License 9.2 4

Mediation 13.2 6

Notices 10 5
Notification 9.3 5

Obligation 2
Official, public 6

Payment 3
Payments 3
Payments, illict 6
Performance 5
Permit 4
Project 1

Records 2
Registration 5
Regulations 2
Remuneration 3
Representation, limits of 2
Representation, scope of 2
Representative 1

11 1
16.3 8
4.1 2

8.2 4
7.1 3
9 4
9.2 4

16.1 7
16.5 8

Warrants 5 2

General Conditions © FIDIC 2013

11
 Notes for Guidance
These Notes do not form a part of the Model Representative Agreement. They should be referenced
by those using the Model Representative Agreement to develop Particular Conditions and to help them
understand the reasons for the wording of various clauses of the General Conditions.

Introduction Consulting engineering firms often seek affiliation with a foreign firm based in a country
in which opportunities exist on the basis of an agent, representative, sub-consultant, or
joint venture relationship. This is because, in the direct exporting of professionalservices,
an indigenous services firm should fully understand the local marketplace and client
requirements, including relevant regulations and restrictions, and possess knowledge
of the main interested parties, potential clients, competitors, etc. The indi enous firm
should also have, or have access to, market research, exposure and co c that can
be used to advantage by the consulting engineering firm, designated as t
in these guidance notes. c..:. 0 ultant'

A Representative that is selected and engaged to use t~~'s marketing

materials to present the Consultant to potential clients, t de lop usiness, to assist
in obtaining and executing contracts, and to underta r mo project activities in
foreign countries should not be confused with an A n The general practice among
consulting firms is to use the term 'Representati6d t refrain from using the term
'Agent', which can imply more than is intended For i tance, an Agent normaliy has
authority, perhaps even a power of attorn~ commitments on behalf of the
Consultant. Thus, a Consultant's agreement I Representative should make it clear
whether and to what extent the Repre~'V as egal authority to make commitments
on behalf of the Consultant.

Consultants that operate inter

to protect their cammer' i
~:
t'r~
a e generallyfamiliar with the measures needed
when engaging a Representative. However,
many are unfamiliar wit international best practices related to bribery and
corruption that are r o ' by the courts. Following the passage in 1997 of the
OECD Convention Co bating Bribery of Foreign Public Officials in International
Business TransSn, ies to the Convention have made bribing of foreign public
officials in inter tion business a criminai offence according to the so-called 'functional
eqUiva~e ' ap , in which a standard is set that does not require an offense to be
define ecific terms under domestic law.

ro e of rigorous and systematic monitoring of countries' impiementation of

An Bribery Convention has been established to promote its implementation. In
:.ifh.lfl e 38 States Parties to the Convention agreed to put in place new measures to
reinforce efforts to prevent, detect and investigate foreign bribery under the Convention.

The OECD Convention specifically sets forth the basic, model elements of a foreign
corrupt practices statute, similar to those found in the 1977 US Foreign Corrupt
Practices Act (FCPAl. which each signatory country agrees to enact into law soon after
its ratification of the Convention. Experience in courts in the United States with the FCPA
thus provides the best available guidance to firms that are now operating under their
country's legislation passed in response to the OECD Convention.

Furthermore, legislation such as the 2010 UK Bribery Act has set standards that are
even more stringent than the FCPA. For instance, the UK Bribery Act prohibits facilitation
payments, creates an offence of failing to prevent bribery by an associated person, and
prohibits bribery in the private sector.

The 2004 United Nations Convention against Corruption (UNCAC)sets forth mandatory
provisions which all countries have to implement, such as the criminalisation of active
and passive bribery of public officials, embezzlement, money laundering, and obstruction
of justice. The UNCAC and the OECD Anti-Bribery Convention are mutually supporting

Notes tor Guidance © FIOIG 2013

 and complementary. Other intemationai agencies and some individual countries are
introducing new anti-corruption legislation and enforcement measures. Users of this
document should ensure that they are aware of all currently applicable anti-corruption
legislation and enforcement measures, and obtain legal advice regarding any additional
features that should be incorporated into their Representative Agreement.

It is to be noted that some International Financial Institutions require representatives

engaged by a consultant to be named in proposals, or it to be declared that none exist.
Failure to comply may ultimately lead to blacklisting.

Contracting principles An Agreement for a definite period of time (renewable by mutual

executed between the Consultant and the Representative fOIlOWi$
agree~'s usually
es that
should not eliminate any requirements related to contracting pr e , t out, for
instance, in the Consultant's risk management manual and in i s co . I policies and
procedures. The Agreement defines the Country where both epr entative Services'
and 'Consultant Services' are performed, terms o~s ,m of compensation,
reasons and procedures for terminating the Agree and other details. Under the
Agreement, a Representative will generally be ab~ha Ie complementary services
that do not conflict, and assume risk and respon bility

Carefully scrutinising potential representativ~r gly recommended. The updated

2011 GECD Guidelines for Multinatio t is s, which are rnultllaterally endorsed
by those governments that commit t th r otion, detail anti-bribery due-diligence
measures aligned with intematio~o ntio s. It is recommended that risk-based due
diligence be performed on po i epr entatives for the entire engagement process,
to ensure that the Representa e h proper anti-corruption policies and procedures
in place and that they are, impiemented. The Consultant should keep in mind
that future circumste require it to demonstrate that it performed adequate due

to engage a Rer:
diligence before eng ing t
tiv
epresentative, and to show that it is prepared to refuse
ith a reputation for corruption.

it will also be I~nt for the Consultant to verify that the potential Representative
is fully p Ie of performing its expected services on behalf of the Consultant, as
non-p Representatives can be costly to terminate and repiace. Unless
s therwise, the ability to terminate an Agreement will be subject to locai Country
I s, ic are often different from those in the Consultant's horne country. These may

~
. rmination options or provide for substantial payments of compensation. Failure
o follow local termination iaws may result in complete denial of future import privileges
~ by a host country.

~O FIDIC Model Representative Agreement contracting principles

A Recommended Anti-Corruption Principles
(notethat these principles havebeen incorporated into the Model Representative
Agreement)
A1 Confirmation that the Representative (and/or officers, directors, shareholders,
key employees) is not a government official, has no official status and is not a
family relation of a senior government official, and that a change in status with
respect to the Representative wili be grounds for termination of the Agreement.
A2 Covenant that the Representative has disclosed ali relevant information relating
to the Representative's legal status and ownership, including the names of ali
principals and beneficial owners of the Representative.
A3 Covenant that the Representative will comply with local laws.

© noic 2013
II ModelRepresentative Agreement
 A4 Covenant that the Representative will comply with applicable substantive
provisions of the Consultant's national laws.
A5 Covenant, renewed each year, that the Representative will comply with the
relevant portions of the Consultant's Code of Conduct.
A6 Warrant that the Representative has not and will not either directly or indirectly
give, pay, offer, receive or authorise any improper payments to public officials
in connection with a Project. The term 'public official' is defined in Sub-Clause
15.1 of the General Conditions.

=
A7 Covenant that the Representative will notify the Consultant if a government
official requests payment from the Representative or indirectly ~ia
third party.
A8 Provisions regulating the Representative's interaction with p ic fficials in
connection with the Project.
A9 Covenant that the Representative will obtain the Cons a ' t approval
before hiring any subcontractor, employee, etc for the ., purposes of
performing Representative Services for the Consult
Contract provision that any direct reimburs~nt for

fl
A10 enses Is limited to
reasonable and legitimate documented p ses (guidelines should be
included),
A11 Covenant that the Representative ill lntai accurate and complete books
and records for a period of at least e om the date of the last payment
by the Consultant to the Repr t' lating to a specific Project.
A12 Ensurethat payments are licit purposes, depending on the specific
circumstances of the em t, a contract provision that the Consultant will
maintain the rlgh~to dit ins ect the books of the Representative, through
an accredited fir in ca of events or circumstances that would give rise
to suspicion of co .
A13 Provision t~ sultant has the right to terminate the Agreement upon
unilatsr J~ concern that there has been a violation of its terms.
A14 Provi n d crlbing the scope of the Representative's activities, where
c pe 'n should be commensurate with activities and scope of work.
A15 P istons requiring the Representative to submit regular written reports
oc enting work performed and persons met, as well as invoicesfor services

O dared. .

~
Covenant that the Representative will not exceed its prescribed authority.

~
A17 Covenant that the Representative will accept and participate in briefing and
training related to anti-corruption Initiatives.
A18 Covenant that the Representative has instituted and maintained policies

O and procedures designed to ensure, and which are reasonably expected to

~
continue to ensure, compliance with applicable anti-corruption laws,
A19 Covenant that all payments by the Consultant to the Representative shall be
in the Currency of the Representative's country of residence, unless agreed
otherwise,
8 Recommended commercial provisions
81 To ensure a conscientious effort from the Representative, the Agreement
should include a requirement that It will apply the utmost skill and ability to the
Representative Services provided in return for the remuneration named in the
Agreement.
82 Termination provisions in the Agreement allowing the Consultant to end
the Agreement safely and cleanly if the Representative does not fulfil the
Consultant's expectations,
83 Provisions to safeguard the Consultant's interests In cases where the

Notesfor Guidance © FIDIC2013

III
 Representative proves less than satisfactory.
84 It is noted that termination provisions and other measure to safeguard the
Consultant may be limited by the laws ofthe Country in which the Representative
Services are provided.
85 Provisions to ensure that the Consultant meets national laws that govern
Representative Agreements.
86 Defrnition of the laws that apply to the Agreement.
87 Provisions that the Representative will not have business arrangements with
competing firms, unless explicitly agreed by the Consultant.
Provisions that the Representative will not reveal any confrde~'

Fi
88 information
in a way that would prove injurious, detrimental, or anti-co ve to the
Consultant.
89 Provisionsthat require all inquiries pertaining to a pro~'ec ive rom outside
the Country in which Representative Services wil e ed are to be
referred to the Consultant for action. ~ ~ _

General Conditions
4 Limits of Representation
4.1, 4.2 Projects are limited to those which th
~(; '\
ultant wishes to pursue, as opposed
to those with a large scope s s ojects in which the Consultant may have
a general interest. The . may therefore work for other parties
on projects which are 0 i rest to the Consultant, are not being pursued
by the Consultant, a lor e 0 tside the scope of the Consultant's projects.
Specifically, the r nta e is not necessariiy contravening Sub-Clauses
4.1 (soliciting) an . mpetition) in undertaking work for other clients on
other projecQ
4.4 To ke~ ec sary 'arms length' distance between the Representative
and t Co nt, the Representative should ideally be a company with a
well-d 'ned egal status, and should not hold a status that would allow him
er t perceived to be an employee or agent of the Consultant. If the

.... resentative is an individual or sole proprietor, this must be specified in the

c; ~-

~
.r\
~ The Representative warrants that it Will maintain accurate books and records.

~
It may also be appropriate for the Consultant to require that the Representative
keep a separate set of accounts pertaining to receipts and disbursements
made in accordance With the Agreement. This should be discussed With the
Representative and Implemented if practical.

O
~
5.2 The Consultant's approval In writing is required if the Representative enters into
an arrangement with another party that generates a potential conflict of interest.
This is because the Consultant may find it acceptable for the Representative
to enter into the arrangement under certain circumstances (e.g., when the
Consultant has pulled out of a Project). Such eventualities are addressed by
requiring the Consultant's and Representative's mutual agreement to be stated
in writing.
Furthermore, the phrase "the Representative shall obtain the prior written
approval of the Consultant before engaging the specific and significant
services of any person, frrm or corporation to carry out the Representative
Services contemplated herein" is not unnecessarily restrictive, because the
written approval only refers to "specific and signifrcant" services. For these
it is reasonable to obtain the Consultant's approval. There wiil of course be
servicesthat are less crucial (e.g., identifying technical personnel; administrative

© FIDlC2013 Model Representative Agreement

IV
 functions). In these cases, the Representative may not necessarily need to
obtain the Consultant's prior permission in writing.
Where the Consultant is required to give approval, it should only do so if it is
satisfied that the Representative has carried out appropriate due diligence on
the subcontractor regarding the subcontractor's anti-corruption policies and
procedures and its connections with, for example, government agencies. The
levelof due diligence will vary according to the risk posed. Even subcontractors
providing less critical services may pose a high risk to the Consultant by paying
small bribes to, for exampie, pubiic officials. Therefore, the Consultant must
satisfy itself that the Representative has adequate anti-corruption procedures
in place with respect to its subcontractors. This will mitigate the isk that the
Consultant is criminally liable for bribes paid by the subcontrac

6 Remuneration
6.2 Giving precise guidance as to what constitutes
remuneration is extremely difficuit. It is also unwise to recrt,m,mGi~
for the Representative'sfees, expressed as a perce ge the contract value
for an engineering project (see Particular C~'tions, endix 2), because
the fact that the fee is below this limit does necessarily imply that a bribe
has not been paid. This said, an excessi hi percentage may serve as a
'red flag'. It is important that the Cons ant b p pared to demonstrate that
the Representative's remuneration is r son Ie compensation for services
actually provided. This jUstificatio~ de consideration of the risks
incurred by the Representativ' u Projects on behalf of the Consultant
without any certainty of win g.
Appendix 2 of the Pa lar
.......-_'
nditlons assumes that the Representative will
be compensated on e is the days worked up to an agreed maximum
amount (based a a cen e ofthe fees earned by the Consultant). This is
because it is pre pay a Representative on the basis of work actually
performed, orised expenses. Payment under such an arrangement
would be de i r sponse to invoices, based on an agreed hourly rate or
ratese n . n the type of work, as specified in the Particular Conditions.
This yme method improves the Consultant's ability to demonstrate a clear

~
. kag een the remuneration paid and the work actually performed by
Representative.
e eptional circumstances, the Parties may eiect to use a compensation

O mula that is strictly based on a percentage of the fees actually invoiced

by the Consultant and paid by the client. In such circumstances, it will be

~
X necessary to modify the wording of Appendix 2 of the Particular Conditions.
If this type of compensation method is chosen, it will be important for the
Representative to maintain records of work performed for the Consuitant, so
that a clear linkage between work performed and compensation paid can be
established.

O
~
6.3 Sub-Clause 6.3 focuses on remuneration to the Representative linked to
payments from a client to the Consultant (that is, after a contract is executed)
and once an invoice is paid by the client. Some would argue that Sub-Clause
6.3 should recognise payments to the Representative in the case of services
not directly related to the procurement of specific Projects, in order to make
the Agreement more commercially attractive to the Representative (especially
for individuals as opposed to firms). In particular, the Agreement should allow
a minimum retainer to be paid, regardless of the schedule of payments from
the client, together with an additional amount once an invoice is settled.
This would also encourage the Representative to assist the Consultant with
securing timeiy payment of its invoices.
Special cases may justify advance payments and the like. However, generally
speaking, when paying the Representativeaccording to a 'percentage' formula,
it is advisable to use the basic arrangement whereby a Representative's fee

NotesforGuidance © FIDIC2013
v
 is only paid when the Consultant Is paid by a client. Of course, this does not
exclude the Representativefrom receiving payments for out of pocket outlays,
travel expenses, etc., as and when they are incurred. For instance, in the
Particular Conditions, the Consultant may agree to pay a retainer fee to the
Representative to cover basic, out-of-pocket expenses together with another
component of payment related to procurement of a Project (see Particular
Conditions, Appendix 2, Schedule A4).

7 Consultant's Rights
7.1 In general, Sub-Clause 7.1, which allows the Consultant to terminate the
Agreement unilaterally, may seem to put too much power in the hands of the
Consultant. Moreover, it may be difficult to motivate a Represe tive under
such terms, and courts of law may judge Sub-Ciause 7.1 to u alanced.
However, experience has shown that a clear and unambii at ent of
the Consultant's rights is necessary in order to avoid d p . ey can
present sound arguments, potential Representativetsm abl to negotiate
more favourabie terms, which can be introduced int he ar Conditions.
If a Representative is compensated striCeiiY n t sis of an agreed
percentage of fees actually invoiced by the ultant and paid by the client,
this means that the Representative will b m sated for its effort and time
spent before contract award only if th Con Ita t procures a contract with
the Representative's help. It can b ar d t t this is an unfair, unbalanced
situation because the Representa is eavy losses if a Project is not
procured or the Consultant ch s t a n order or terminate negotiations
without obtaining the Rep e ti 's agreement. In particular, it can be
argued that the Consult s y be able to exercise the right of rejection
or termination without suit the Representative if the Representative is
properly compensate for time and effort spent.

(i.e., pay oS
The percentage

This comp satio

indePS
I described above is a 'no cure - no pay' system
it is proven that defined results have been delivered).
odel can be appropriate for an agreement between two
. s (an agreement between an employer and an employee
would se different compensation method). If the Agreement between the
epre e and the Consultant does not lead to a fruitful coliaboration,
s to be terminated. Until then, both parties run a risk. One should note
~~lIiIheless, that under these circumstances, it is important to maintain an
en dialogue about the strategies to be used to pursue Projects and submit

O p oposals.

~
X Notwithstanding the above points, if the Consultant backs out without good
reason, some compensation for the Representative may be in order, unless
payment for the Representative's pre-award services has been agreed to be
on the basis of an agreed daily rate times the number of days actually worked.
If subsequent negotiations are genuinely unsuccessful owing, for example,

O to unreasonable fee expectations or a significant change in the scope of

~
Consultant Services, then little or even no additional compensation may be
appropriate.
7.2 Sub-Clause 7.2 requires the Representative to aliow independentiy conducted
audits of its financial records, since this level of transparency is expected for
most contracts that are funded by International Financial Institutions (IFI's). if
the Representative has several activities and does not work exclusively for
the Consultant, Sub-Clause 7.2 may be difficult to implement because it
may require the Representative to maintain separate accounts of its dealings
with the Consultant (an arrangement that IFI's prefer). It is assumed here that
accounts need not involve highly complex processes: simple ledgers are often
adequate and within the reach of most firms in countries that do not require
audits.

© FIDIC 2013 Model Representative Agreement

VI
 7.4 Sub-Clause 7.4 refers to the outcome of an independent audit and should be
self-explanatory.

8 Currency, Exchange and Taxes

8.1 Sub-Clause 8.1 specifies that all payments by the Consultant to the
Representative under the Agreement shall only be made in the Currency of
the Representative's country of residence, unless specific agreements to
pay outside the Country are obtained from reievant authorities, and such
agreements are documented to the satisfaction of the Consultant. Payment
in another currency can be agreed upon in writing by the Parties, if such an
arrangement is legal in the country of residence of the Representative.
Although remuneration is specified according to the SChedUle~p.pendiX 2
of the Particular Conditions on the basis of the value of the s contract,
Representatives may have legitimate reasons for wanting5 I ffshore
(e.g., business operations outside the Country, ~ur a ,Iity, etc.).
Furthermore, some of the Representative's services m n related to a
specific Project, for which payment may have to be de the Consultant in
the currency of the Consultant's own country~
Payments can only be made to bank acco outside the Representative's
country of residence if the RepresentrJhas ecific agreements with all
relevant authorities.
The above currency provisions are~ the Agreement to mitigate the
risk that the Consultant COUI~ violations of currency laws or to tax
evasion.
8.2 Taxes are the respons~ty eac Party, and a Party cannot transfer this
responsibility to the r . ence, the Representative must be responsible
as stated in Sub- iau 8.2 r any tax liabilities arising from payments received

statutory
should
a:e
from the Consult

be::Oh
example, taxes or levies which are imposed by a
the Representative following signature of an agreement
Representative and not separateiy by the Consultant.

9 Ter~ati n
Altho thi clause may appear to be biased in favour of the Consultant, it

.~
Id ti oted that Sub-Clause 9.1 gives the Representative the right to
. ate upon giving ten days notice.

1/""\. ispute Resolution

V
X
Any agreement requires some basis for resolving disputes. Clause 13
introduces dispute resolution by mediation before proceeding to arbitration.

~
The clause states that disputes shall be finally settled under the Rules of
Arbitration of the International Chamber of Commerce (revised rules came into
effect on 1 January 2012, with revised cost scales effective as of 1 May 201 0)

O
by one or more arbitrators appointed in accordance with the Ruies, where the

~
venue for arbitration is decided by both Parties. This wording is balanced and
reaiistic, and should be useful in most cases.

14 Confidentiality
14.1 Sub-Clause 14.1 refers to the Representative's obligation to keep in strict
confidence all confidential and proprietary information provided by the
Consultant. It should also be noted that paying others to reveal confidential
information constitutes bribery and is forbidden under anti-corruption laws.
This is an important topic for the Consultant to raise with the Representative,
as the provision of information that will help the Consultant prepare a winning
proposal is often part of the Representative's scope of services.
The right to information is protected by the main human rights treaties and
conventions and has developed into a norm of customary international law.
To ensure that rights vested in international institutions (e.g., the right to audit
the Representative for an IFI-funded project) cannot be denied by the need

Notes forGuidance © FIDIC2013

VII
 to maintain confidentiality. It can be argued that confidentiality should be
subject to the customary International law relating to freedom of information.
Therefore, provisions in the Particular Conditions that limit the protection of
the Consultant's confidential information will need to be carefully worded and
reviewed by the Consultant's legal counsel.

15 Anti-Corruption
15.1 Clause 15 is the anti-corruption 'heart' of the Representative Agreement,
and should mirror the anti-corruption provisions of the Consultant's Integrity
Management System. References to the Consultant's Integrity Policy
Statement and/or Integrity Management System are to be included in the
Particular Conditions. ~
Sub-Clause 15.1 specifically prohibits payment of 'anything flue' to a
public official in connection with the Representative s e r a half of
the Consultant. This will therefore prohibit 'facilitation " hich are
typically small payments made to an official so that he ill perform a
routine function more quickly. Note that, while some ti- rruption laws such
as the US FCPA do not prohibit facilitation~a ents, rs such as the UK
Bribery Act do prohibit them. Because ofth erging trend of anti-corruption
laws to prohibit facilitation payments, FltJec mends a ban on facilitation
payments in all circumstances.
Sub-Clause 15.1 also requires th~ tative to notify the Consultant
immediately in writing with full parti in the event that the Representative
receives a request from an lie fficial requesting illicit payments. FIDIC
strongly recommends thi . Representative Agreements, since the
courts, multilateral dev m t banks and similar agencies will seek these
details in the event n i ul.
It should also be at t e UK Bribery Act and some other anti-corruption
legislation P~"t rr of private parties, as well as foreign pubiic officials.
Participatin in a s f bribery, fraud, collusion or extortion involving private
partieEj eq lIydamaging to a consulting firm. Therefore, anti-corruption
meas es s 0 address both public sector and private sector bribery.
The lis cific criminal activities to which the Representative warrants and

~
nants it will not participate mirrors the wording of Article 8 of the GECD
. ibery Convention, except for 'unbalanced bidding' which is deemed to
e impossible to assess.

O 2 Sub-Clause 15.2 requires the Representative to confirm adherence to the

~
X Consultant's Code of Conduct at the time of signature of the Agreement, and
annually, using the sign-off form given in the Particular Conditions, Section
A: References from Clauses in the General Conditions (15.2). Since some
Representative Agreements will last for several years, an annual signature
ensures that the Representative signs off on the most recent Code, and is

O
~ .m;""" "'''""'",..,

© FIDIC 2013 Model Representative Agreement

VIII
Agreement Regarding the form given as the 'Agreement':

For the article: "WHEREAS the Consultant wishes to establish a relationship with the
Representativeforthe purpose ... ": the 'purpose', for instance, acquiring and/orexecutlng
Project(s), should be described briefly in the Agreement or, if necessary, in an appendix
to the Agreement. If the purpose is technical in nature, the FIDIC Client-Consultant,
Sub-Consultant or Joint-Venture agreements (see the section 'Further Reading') should
be used, depending on the context.

For the article: "WHEREAS the Representative is in the position to facilitate... .":
a Consultant offering a broad range of services to several types of clie s may not
necessarily wish to designate only one Representative for a country, d for large
countries, may even wish to have regional delineation. To allow for a spe . eli eation
of scope, the facilitation of say the acquisition and/or execution of p e s u needs
to specify a territorial delineation, and possibly a sectoral delG'ne . . Note also
that Clause 9.2 of the General Conditions refers to the Cou try e presentative
Services are performed.

It Is envisaged that the Agreement may be establishe~

a single Project or for several
years. In both cases, there should be a 'sunsetG~~~t specifies the (renewable)
term of the representation and the starting date.

In establishing the Agreement it is necessa~sure compliance with all applicable

laws regarding powers of attorney, wi ~'dSO forth.

The basis for remuneration is a 0 t item. It must be clearly and unambiguously

remuneration for the Cons n se es into fees and expenses, although sometimes
the fees include some ex

Notes forGuidance © FIDIC 2013

IX
 Further reading The following FIDIC agreements for consulting services,
and their accompanying guides, relate directly to the FIDIC
Model RepresentativeAgreement:
Client/Consultant Model Services Agreement ('The
White Book'), 4th Ed 2006, being updated 2013;
The White Book Guide with other Notes on Documents
for Consultancy Agreements, 2001;
Joint VentureAgreement, 1st Ed 1992, being updated
2013;
Sub-Consultancy Agreement, 1st Ed 1992, being
updated 2014; ~
Guide to the Joint Venture and S - sultancy
Agreement, 1st Ed 1994. C-.,
Integrity Management and Proc9d ;-- ~Plementing
Integrity Management are summ .se :
FlolC Integrity Mana~ent S (FIMS) Guidelines
Part 1, 1st Ed 2011: \

International chameCIlfnmmerce Rules of Arbitration:

Rules of ~~ Intematlonal Chamber of
com,~ce, France, effective as of 1 January
201

Qu~a Selection and the selection of consultants

~
co ed in:
01 Consultant Seiection Guidelines, 1st Ed 2003,
eing updated 2013;

O FlolC Procurement Procedure Guide, 1st Ed 2011;

G
Quality Based Selection Guidelines, FIDIC, 2011.

o~ OECD due-diligence guidelines, see:

Typologies on the RoleofIntermediariesin International
Business Transactions, Final Report, October 2009.

~«
~o

© FIOIC 2013 ModelRepresentative Agreement