Fdration Internationale des Ingnieurs-Conseils

International Federation of Consulting Engineers

Internationale Vereinigung Beratender Ingenieure
Federacin Internacional de Ingenieros Consultores

Client & Consultant

Model Services Agreement
AGREEMENT
GENERAL CONDITIONS
PARTICULAR CONDITIONS
APPENDICES A, B AND C

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ISBN 2 88432 046 6

THIRD EDITION 2005

FIDIC

is an international federation of national associations of

consulting engineers.
was founded in 1923 by three national associations of consulting
F IDIC
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 numbers more than 60 countries from all
T oday
parts of the globe and the federation represents most of the private
practice consulting engineers in the world.

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arranges seminars, conferences and other events in the

F IDIC
furtherance of its goals: maintenance of high ethical and professional
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.
publications include proceedings of various conferences and
F IDIC
seminars, information for consulting engineers, project owners 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 means without
permission of the publisher.

Published by
Fdration Internationale des Ingnieurs-Conseils (FIDIC)
P.O. Box 86
CH-1000 Lausanne 12
Switzerland
Phone
+41 21 654 44 11
Fax
+41 21 653 54 32
E-mail
[email protected]
WWW
http://www.fidic.org

FEDERATION INTERNATIONALE DES INGENIEURS-CONSEILS

INTERNATIONAL FEDERATION OF CONSULTING ENGINEERS
INTERNATIONALE VEREINIGUNG BERATENDER INGENIEURE
FEDERACION INTERNACIONAL DE INGENIEROS CONSULTORES

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

Third Edition 1998 ISBN 2-88432-015-6

FOREWORD

he terms of the Client/Consultant Model Services Agreement (The

White Book) have been prepared by the Fdration Intenationale des
Ingnieurs-Conseils (FIDIC) and are recommended for general use for the
purposes of pre-investment and feasibility studies, designs and
administration of construction and project management, where proposals
for such services are invited on an international basis. They are equally
adaptable for domestic agreements.

T
I

he version in English is considered by FIDIC as the official and

authentic text for the purpose of translation.

n their preparation it was recognised that while there are numerous

clauses which will be generally applicable there are some provisions
which must necessarily vary to take account of the circumstances and
locality in which the Services are to be performed. The clauses of general
application have been grouped together in this document and are referred to
as General Conditions. They are intended for incorporation as printed in
the documents comprising the Agreement.
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he General Conditions are linked with the Particular Conditions by the

corresponding numbering of the clauses, so that General Conditions
and Particular Conditions together comprise the conditions governing the
rights and obligations of the parties.

he Particular Conditions must be specially drafted to suit each

individual Agreement and type of Service. 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.

IDIC has published the White Book Guide which includes

comments on clauses in the Model Services Agreement and notes
towards the preparation of Appendices A, B and C (Scope of Services,
Personnel, Equipment, Facilities and Services of Others to be Provided by
the Client and Remuneration and Payment).

t may also be helpful for users to refer to the other FIDIC publications,
which can be found in the Bookshop of FIDIC's website at
www.fidic.org.

CONTENTS

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AGREEMENT

GENERAL CONDITIONS

DEFINITIONS AND
INTERPRETATION

1.
2.

Definitions
Interpretation

1
2

OBLIGATIONS
THE CONSULTANT

3.
4.
5.
6.

Scope of Services
Normal, Additional and Exceptional Services
Duty of Care and Exercise of Authority
Clients Property

2
2
2
2

OBLIGATIONS
OF THE CLIENT

7.
8.
9.
10
11
12

Information
Decisions
Assistance
Equipment and Facilities
Clients Personnel
Services of Others

3
3
3
3
3
3

PERSONNEL

13.
14.
15.

Supply of Personnel
Representatives
Changes in Personnel

4
4
4

LIABILITY
INSURANCE

16.

5
5
5

19.
20.

Liability between the Parties

16.1 Liability of the Consultant
16.2 Liability of the Client
16.3 Compensation
Duration of Liability
Limit of Compensation and Indemnity
18.1 Limit of Compensation
18.2 Indemnity
18.3 Exceptions
Insurance for Liability and Indemnity
Insurance of Clients Property

5
6
6
6
6

21.
22.
23.
24.
25.
26.

Agreement Effective
Commencement and Completion
Variations
Further Proposals
Delays
Changed Circumstances

7
7
7
7
7
7

17.
18.

COMMENCEMENT,
COMPLETION,
ALTERATION AND
TERMINATION OF
THE AGREEMENT

FIDIC 1998

27.

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28.
29.

Abandonment, Suspension or Termination

27.1 By Notice of the Client
27.2 By Notice of the Consultant
Exceptional Services
Rights and Liabilities of Parties

PAYMENT

30.
31.
32.
33.
34.
35.

Payment to the Consultant

Time for Payment
Currency of Payment
Third Party Charges on the Consultant
Disputed Invoices
Independent Audit

9
9
9
10
10
10

GENERAL
PROVISIONS

36.
37.
38.
39.
40.
41.
42.

Languages and Law

Changes in Legislation
Assignment and Sub-Contracts
Copyright
Conflict of Interest / Corruption and Fraud
Notices
Publication

11
11
11
11
11
11
11

SETTLEMENT
OF DISPUTES

43.

Amicable Dispute Resolution

43.1 Attempt to Resolve
43.2 Referral to Mediator
43.3 Appointment of Mediator
43.4 Agreement of Programme
43.5 Written Agreement to be Binding
43.6 Non-binding Opinion
43.7 Costs of Mediation
43.8 Failure of Mediation
Arbitration

12
12
12
12
12
12
12
12
13
13

44.

8
8
8
8
8

PARTICULAR CONDITIONS

14

References from Clauses in the General Conditions

14

Additional Clauses

16

APPENDICES

FIDIC 1998

Scope of Services

17

Personnel, equipment, facilities and services of others

to be provided by the client

18

Remuneration and payment

19

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.
Whereas the Client desires that certain Services should be performed by
the Consultant, namely

____________________________________________________________
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____________________________________________________________
and has accepted a proposal by the Consultant for the performance of such
Services.
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
Client/Consultant Model Services Agreement hereinafter referred to.

2.

The following documents shall be deemed to form and be read and

construed as part of the Agreement, namely:
a)

The Letter of Acceptance;

b)

The Conditions of the Client/Consultant Model Services

Agreement (General Conditions and Particular Conditions);

c)

The Appendices, namely:

Appendix A Scope of Services
Appendix B Personnel, Equipment, Facilities & Services
of Others to be Provided by the Client
Appendix C Remuneration and Payment

____________________________________________________________

____________________________________________________________

FIDIC 1998

3.

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.

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.

Authorised signature(s) of Client

________________________________________________________
In the presence of:
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Name ___________________________________________________
Signature ________________________________________________
Address _________________________________________________

Authorised signature(s) of Consultant

________________________________________________________
In the presence of:
Name ___________________________________________________
Signature ________________________________________________

Address _________________________________________________

FIDIC 1998

ii

CONDITIONS OF THE CLIENT/CONSULTANT

MODEL SERVICES AGREEMENT
GENERAL CONDITIONS
DEFINITIONS AND INTERPRETATION
DEFINITIONS

1.

The following words and expressions shall have the meanings assigned to
them except where the context otherwise requires:

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(i)

Project means the project named in the Particular Conditions for

which the Works are to be provided.

(ii)

Services means the services to be performed by the Consultant in

accordance with the Agreement and comprise Normal Services,
Additional Services and Exceptional Services.

(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.

(iv)

Client means the party named in the Agreement, who employs

the Consultant, and legal successors to the Client and permitted
assignees.

(v)

Consultant means the party named in the Agreement, who is

employed as an independent professional firm by the Client to
perform the Services, and legal successors to the Consultant and
permitted assignees.

(vi)

party and parties means the Client and the Consultant and
third party means any other person or entity as the context
requires.

(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), Appendix B (Personnel, Equipment, Facilities
and Services of Others to be provided by the Client), Appendix C
(Remuneration and Payment), Letter of Acceptance and Formal
Agreement if completed, or otherwise as specified in the Particular
Conditions.

(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.

(x)

Local Currency (LC) means the currency of the country where

the Project is located and Foreign Currency (FC) means any
other currency.

(xi)

Agreed Compensation means additional sums as defined in the

Particular Conditions which are payable under the Agreement.
1

INTERPRETATION

2.

(i) The headings in the Agreement shall not be used in its interpretation.
(ii) The singular includes the plural, the masculine includes the feminine,
and vice-versa where the context requires.
(iii) If there is conflict between provisions of the Agreement, the last to be
written chronologically shall prevail, unless otherwise specified in the
Particular Conditions.

OBLIGATIONS
OF THE CONSULTANT
SCOPE OF
SERVICES
NORMAL,
ADDITIONAL AND
EXCEPTIONAL
SERVICES

3.

The Consultant shall perform Services relating to the Project. The Scope of
the Services is stated in Appendix A.

4. (i)

Normal Services are those described as such in Appendix A.

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(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.
(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.

DUTY OF CARE
AND EXERCISE
OF AUTHORITY

5.

(i)

The Consultant shall exercise reasonable skill, care and diligence in

the performance of his obligations under the Agreement.

(ii) 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, the Consultant shall:
(a) 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.
(b) if authorised to certify, decide or exercise discretion, do so fairly
between the Client and third party not as an arbitrator but as an
independent professional acts by his skill and judgement.
(c) if so authorised vary the obligations of any third party, 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).

CLIENT'S
PROPERTY

6.

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. 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.
Such delivery shall be regarded as an Additional Service.
2

OBLIGATIONS
OF THE CLIENT
INFORMATION

7.

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.

DECISIONS

8.

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.

ASSISTANCE

9.

In the country of the Project and in respect of the Consultant, his personnel
and dependants, as the case may be, the Client shall do all in his power to
assist in:
(i) the provision of documents necessary for entry, residence work and
exit;
(ii) providing unobstructed access wherever it is required for the Services;

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(iii) import, export and customs clearance of personal effects and of goods
required for the Services;
(iv) their repatriation in emergencies;
(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;
(vi) providing access to other organisations for collection of information
which is to be obtained by the Consultant.
EQUIPMENT
AND FACILITIES

10.

The Client shall make available, free of cost, to the Consultant for the
purpose of the Services the equipment and facilities described in Appendix B.

CLIENT'S
PERSONNEL

11.

In consultation with the Consultant, 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. In connection with the
Services such personnel shall take instructions only from the Consultant.

SERVICES OF
OTHERS

12.

The Client shall at his cost arrange for the provision of services from others
as described in Appendix B, and the Consultant shall co-operate with the
suppliers of such services but shall not be responsible for them or their
performance.

PERSONNEL
SUPPLY OF
PERSONNEL

13.

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, and their qualifications shall be acceptable to the Client.
The personnel to be supplied by the Client in accordance with Clause 11
shall be acceptable to the Consultant.
If the Client cannot supply Clients 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 Consultant shall arrange for its supply as
an Additional Service.

REPRESENTATIVES

14.

For the administration of the Agreement each party shall designate an

official or individual to be his representative.
If required by the Client, the Consultant shall designate an individual to
liase with the Client's representative in the country of the Project.

CHANGES IN
PERSONNEL

15.

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If it is necessary to replace any person, the party responsible for the

appointment shall immediately arrange for replacement by a person of
comparable competence.
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.

LIABILITY
AND INSURANCE
LIABILITY
BETWEEN THE
PARTIES

16.

Liability of the Consultant 16.1

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.
Liability of the Client 16.2
The Client shall be liable to the Consultant if a breach of his duty to the
Consultant is established against the Client.
Compensation 16.3
If it is considered that either party is liable to the other, 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, but
not otherwise.

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(ii) In any event, the amount of such compensation will be limited to the
amount specified in Clause 18.1.
(iii) If either party is considered to be liable jointly with third parties to the
other, the proportion of compensation payable by him shall be limited
to that proportion of liability which is attributable to his breach.
DURATION OF
LIABILITY

17.

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, or such earlier date as may be prescribed by law.

LIMIT OF
COMPENSATION
AND INDEMNITY

18.

Limit of Compensation 18.1

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. This limit is without prejudice to any Agreed
Compensation specified under Clause 31(ii) or otherwise imposed by the
Agreement.
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.
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.

Indemnity 18.2
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.
(ii) made after the expiry of the period of liability referred to in Clause 17.
Exceptions 18.3
Clauses 18.1 and 18.2 do not apply to claims arising:
(i) from deliberate default or reckless misconduct, or
(ii) otherwise than in connection with the performance of obligations
under the Agreement.
INSURANCE
FOR LIABILITY
AND INDEMNITY

19.

The Client can request in writing that the Consultant

(i) insures against his liability under Clause 16.1,

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(ii) increases his insurance against liability under Clause 16.1 over that for
which he was insured at the date of the Clients first invitation to him
for a proposal for the Services,
(iii) insures against public/third party liability,
(iv) increases his insurance against public/third party liability over that for
which he was insured at the date of the Clients first invitation to him
for a proposal for the Services,
(v) effects other insurances.
If so requested, 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.
The cost of such insurance or increase in insurance shall be at the expense
of the Client.
INSURANCE
OF CLIENT'S
PROPERTY

20.

Unless otherwise requested by the Client in writing the Consultant shall

make all reasonable efforts to insure on terms acceptable to the Client:
(i) against loss or damage to the property of the Client supplied or paid
for under Clause 6.
(ii) against liabilities arising out of the use of such property.
The cost of such insurance shall be at the expense of the Client.

COMMENCEMENT,
COMPLETION, ALTERATION AND
TERMINATION OF
THE AGREEMENT

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AGREEMENT
EFFECTIVE

21.

The Agreement is effective from the date of receipt by the Consultant of

the Client's Letter of Acceptance of the Consultant's proposal or of the
latest signature necessary to complete the Formal Agreement, if any,
whichever is the later.

COMMENCEMENT
AND
COMPLETION

22.

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.

VARIATIONS

23.

The Agreement can be varied on application by either party by written

agreement of the parties.

FURTHER
PROPOSALS

24.

If requested by the Client in writing, the Consultant shall submit proposals

for altering the Services. The preparation and submission of such proposals
shall be an Additional Service.

DELAYS

25.

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)
(ii)
(iii)

CHANGED
CIRCUMSTANCES

26.

The Consultant shall inform the Client of the circumstances and

probable effects.
The increase shall be regarded as Additional Services.
The time for completion of the Services shall be increased
accordingly.

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.
In these circumstances if certain Services have to be suspended, 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.
If the speed of performing certain Services has to be reduced, the time for
their completion shall be extended as may be made necessary by the
circumstances.

ABANDONMENT
SUSPENSION OR
TERMINATION

27.

By Notice of the Client 27.1

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.
(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. 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.

By Notice of the Consultant 27.2

After giving at least 14 days notice to the Client, the Consultant can by a
further notice of at least 42 days terminate the Agreement, 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
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EXCEPTIONAL
SERVICES

28.

(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, or

(ii)

when Services have been suspended under either Clause 26 or

Clause 27.1 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 27.1(ii)
any necessary work or expense by the Consultant extra to the Normal and
Additional Services shall be regarded as Exceptional Services.
The performance of Exceptional Services shall entitle the Consultant to
extra time necessary for their performance and to payment for performing
them.

RIGHTS AND
LIABILITIES
OF PARTIES

29.

Termination of the Agreement shall not prejudice or affect the accrued

rights or claims and liabilities of the parties.
After termination of the Agreement, the provisions of Clause 18 shall
remain in force.

PAYMENT
PAYMENT
TO THE
CONSULTANT

30.

(i)

The Client shall pay the Consultant for Normal Services in

accordance with the Conditions and with the details stated in
Appendix C, 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.

(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
Consultants personnel in the performance of the Services.
(b) the net cost of all other extra expense incurred by the
Consultant.

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TIME FOR
PAYMENT

31.

CURRENCY OF
PAYMENT

32.

(i)

Amounts due to the Consultant shall be paid promptly.

(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. Such Agreed Compensation shall not
affect the rights of the Consultant stated in Clause 27.2.

(i)

The currency applicable to the Agreement is that stated in the

Particular Conditions.
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. Unless otherwise
specified 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 Clients country.

(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 Clients
country, or
(b) restrict the availability or use of Foreign Currency in the
Clients country, or

(c) impose taxes or differential rates of exchange for the transfer

from abroad of Foreign Currency into the Clients country by
the Consultant for Local Currency expenditure and subsequent
re-transfer 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,
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.
THIRD PARTY
CHARGES
ON THE
CONSULTANT

33.

Except where specified in the Particular Conditions or Appendix C

(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

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(c) goods imported for the Services

(d) documents.
(ii)

(iii)

whenever the Client is unsuccessful in arranging such exemption he

shall reimburse the Consultant for such payments properly made.
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
Clients approval
(b) shall not be exported without payment to the Client of any
refund or rebate recoverable and received from the Government
or authorised third parties.

DISPUTED
INVOICES

34.

If any item or part of an item in an invoice submitted by the Consultant is

contested by the Client, the Client shall give prompt notice with reasons
and shall not delay payment on the remainder of the invoice. Sub-clause
(ii) of Clause 31 shall apply to all contested amounts which are finally
determined to have been payable to the Consultant.

INDEPENDENT
AUDIT

35.

The Consultant shall maintain up-to-date records which clearly identify

relevant time and expense.
Except where the Agreement provides for lump sum payments, not later
than twelve months after the completion or termination of the Services, 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.

10

GENERAL
PROVISIONS
LANGUAGES
AND LAW

36.

In the Particular Conditions there is stated the language or languages of the

Agreement, the ruling language and the law to which the Agreement is
subject.

CHANGES IN
LEGISLATION

37.

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
Consultants principal place of business stated in the Particular Conditions
the agreed remuneration and time for completion shall be adjusted
accordingly.

ASSIGNMENT
AND SUBCONTRACTS

38.

(i)
(ii)
(iii)

The Consultant shall not without the written consent of the Client
assign the benefits from the Agreement other than money.
Neither the Client nor the Consultant shall assign obligations under
the Agreement without the written consent of the other party.

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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.

COPYRIGHT

39. The Consultant retains copyright of all documents prepared by him. The
Client shall be entitled to use them or copy them only for the Works and
the purpose for which they are intended, and need not obtain the
Consultants permission to copy for such use.

CONFLICT OF
INTEREST /
CORRUPTION AND
FRAUD

40. Notwithstanding any penalties that may be enforced against the Consultant
under the law of the country of the project, or of other jurisdictions, the
Client will be entitled to terminate the Agreement in accordance with
Clause 27.1(ii) and the Consultant shall be deemed to have breached Clause
5(i), if it is shown that the Consultant is guilty of:
(i)

(ii)

offering, giving, receiving or soliciting anything of value with a

view to influencing the behaviour or action of anyone, whether a
public official or otherwise, directly or indirectly in the selection
process or in the conduct of the Agreement; or
misrepresentation of facts in order to influence a selection process or
the execution of a contract to the detriment of the Client, including
the use of collusive practices intended to stifle or reduce the benefits
of free and open competition.

NOTICES

41. Notices under the Agreement shall be in writing and will take effect from
receipt at the addresses stated in the Particular Conditions. 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.

PUBLICATION

42. Unless otherwise specified in the Particular Conditions, the Consultant,

either alone or jointly with others, can publish material relating to the
Works and Services. Publication shall be subject to approval of the Client if
it is within two years of completion or termination of the Services.

11

SETTLEMENT
OF DISPUTES
AMICABLE
DISPUTE
RESOLUTION

43.

Attempt to Resolve 43.1

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 the parties cannot resolve any such dispute or difference
within 14 days, or such a period as the parties may subsequently agree,
then it shall be submitted to their respective designated representatives
under the Agreement.
Referral to Mediator 43.2
If the designated representatives of the parties are unable to reach
agreement on any matter referred to them, within 14 days or any such
period as the parties may subsequently agree, then that matter or those
matters shall immediately be referred to a neutral mediator ["the
Mediator"].
Appointment of Mediator 43.3
If the parties are unable to agree on the choice of a Mediator, or if the
chosen Mediator is unable or unwilling to act, then either party may
immediately apply to the President of FIDIC, or another mutually agreed
nominating organisation, to appoint a Mediator.

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Agreement of Programme 43.4

The parties shall, within 14 days of the appointment of the Mediator, or
any such period as the parties may subsequently agree, jointly meet with
him, to agree a programme for the exchange of any relevant information
and the structure to be adopted for the negotiations.
Written Agreement to be Binding 43.5
All negotiations shall be conducted in confidence and are not to be referred
to in any concurrent or subsequent proceedings, unless they conclude with
a written legally binding agreement. If the parties accept the mediator's
recommendations, or otherwise reach agreement on the resolution of the
dispute, such agreement shall be recorded in writing and, once signed by
the designated representatives, shall be binding on the parties.
Non-binding Opinion 43.6
If no agreement is reached, either party may invite the Mediator to provide
to both parties a non-binding opinion in writing. Such opinion shall not be
used in evidence in any concurrent or subsequent proceedings, without the
prior written consent of both parties.
Costs of Mediation 43.7
The parties will bear their own costs of preparing and submitting evidence
to the Mediator; if the Mediator finds that the Mediation has been initiated
or conducted frivolously or vexatiously, 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. If these costs cannot be agreed, they will be assessed by the
Mediator, whose decision shall be binding on the parties.

12

Failure of Mediation 43.8

If the parties fail to reach agreement within 28 days of the Mediator being
appointed, or such other period as the parties may agree, then both parties
shall be entitled to submit the dispute to arbitration under the terms of
Clause 44 of this Agreement.
ARBITRATION

44.

If the mediation fails, with the agreement of the parties, the Mediator will
record those facts that the parties have agreed. All other matters in dispute
will be referred to an Arbitrator, who will be allowed access to the recorded
and agreed facts only. The Mediator's role will cease on the appointment of
the Arbitrator. He will not be available to appear as a witness in the
arbitration, or to provide any additional evidence obtained during the
mediation.
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,
insofar as such waiver can validly be made.

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13

PARTICULAR CONDITIONS

A.

References from Clauses in the General Conditions

1.

Definitions
(i)

The Project is ______________________________

____________________________________________
17.

Duration of Liability ___________________________

Reckoned from _______________________________

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18.1

Limit of Compensation _________________________

22.

Commencement _______________________________
Completion __________________________________

31. (ii) Time for Payment

Local Currency

________________________ days

Foreign Currency _________________________ days

Agreed Compensation
for overdue payment ______________ percent per day
32.

Currency of Agreement _________________________

Currencies of payments
Rate of exchange to
currency of Agreement

36.

Language(s) of the Agreement ___________________

Ruling language _______________________________
Law to which Agreement is subject _______________

14

37.

Principal place of business ______________________

41.

Notices
Clients address _______________________________
____________________________________________
____________________________________________
____________________________________________
E-mail ______________________________________
Facsimile telephone No. ________________________

Consultants address ____________________________

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____________________________________________
____________________________________________
____________________________________________
E-mail ______________________________________
Facsimile telephone No. ________________________

44.

Rules for Arbitration ___________________________

____________________________________________
____________________________________________
____________________________________________
____________________________________________
____________________________________________
____________________________________________

15

B. Additional Clauses

EXCLUSIVE USE DAMS IMPLEMENTATION UNIT, SUDAN UNTIL END JANUARY 2009

16

APPENDICES
APPENDIX A

SCOPE OF SERVICES

The Scope of the Consultant's Services as finally negotiated and agreed

should be clearly expressed in Appendix A.
See the White Book Guide for additional details on how to complete this
Appendix.

EXCLUSIVE USE DAMS IMPLEMENTATION UNIT, SUDAN UNTIL END JANUARY 2009
17

APPENDIX B

PERSONNEL,
EQUIPMENT,
FACILITIES AND
SERVICES OF
OTHERS TO BE
PROVIDED BY THE
CLIENT

In Appendix B, list as completely and in as much detail as possible the

personnel, equipment, facilities and services to be provided by the Client.
See the White Book Guide for additional details on how to complete this
Appendix.

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18

APPENDIX C

REMUNERATION AND
PAYMENT

Appendix C should at least cover:

- terms of payment, the basic system or systems;
- methods of payment;
- price changes;
- taxation; and
- contingencies.
See the White Book Guide for guidance in completing Appendix C

EXCLUSIVE USE DAMS IMPLEMENTATION UNIT, SUDAN UNTIL END JANUARY 2009
19

EXCLUSIVE USE DAMS IMPLEMENTATION UNIT, SUDAN UNTIL END JANUARY 2009

International Federation of Consulting Engineers (FIDIC)

World Trade Center II
PO Box 311
1215 GENEVA 15
Switzerland
Telephone:
+41 22 799 49 00
Fax:
+41 22 799 49 01
E-mail:
[email protected]
WWW:
http://www.fidic.org