White paper English version FIDIC owner consulting engineer standard service agreement conditionsFIDICCLIENTCONSULTANT MODEL SERVICES AGREEMENTWhite BookThird Edition 1998CONTENTSAGREEMENTGENERAL COND

uage and Law37. Notices38. Confidentiality39. Intellectual Property40. Force Majeure41. Assignment42. Sub-Consultants43. Entire Agreement44. Governing Language45. Dispute Resolution46. Governing Law and Jurisdiction47. AmendmentsAPPENDIX1. Services2. Personnel3. Programme4. Payments and Currency5. Insurance6. Intellectual Property7. Dispute Adjudication Board8. Governing Law and Jurisdiction

AGREEMENT

This agreement outlines the terms and conditions of the services to be provided by the consultant to the client. It is understood that the consultant will provide services in accordance with the scope of services outlined in Appendix 1, subject to the terms and conditions set forth in this agreement.

GENERAL CONDITIONS

DEFINITIONS AND INTERPRETATION

1. Definitions: The terms used in this agreement shall have the meanings set forth in the definitions section.

2. Interpretation: In the event of any conflict or ambiguity in the terms of this agreement, the interpretation shall be determined in accordance with the principles of interpretation set forth in this section.

OBLIGATIONS OF THE CONSULTANT

3. Scope of Services: The consultant shall provide the services outlined in Appendix 1 with reasonable care and skill.

4. Normal, Additional and Exceptional Services: The consultant shall provide normal, additional and exceptional services as required by the client.

5. Duty of Care and Exercise of Authority: The consultant shall exercise reasonable care and skill in the provision of services and shall act with the authority granted by the client.

6. Client's Property: The consultant shall ensure that the client's property is protected from damage or loss.

OBLIGATIONS OF THE CLIENT

7. Information: The client shall provide all necessary information to the consultant to enable the provision of services.

8. Decisions: The client shall make all necessary decisions in a timely manner to enable the provision of services.

9. Assistance: The client shall provide all necessary assistance to the consultant to enable the provision of services.

10. Equipment and Facilities: The client shall provide all necessary equipment and facilities to enable the provision of services.

11. Client's Personnel: The client shall ensure that its personnel cooperate with the consultant in the provision of services.

12. Services of Others: The client shall ensure that any services provided by others do not interfere with the provision of services by the consultant.

PERSONNEL

13. Supply of Personnel: The consultant shall supply personnel with the necessary skills and experience to provide services.

14. Representatives: The consultant shall appoint representatives to liaise with the client.

15. Changes in Personnel: The consultant shall inform the client of any changes in personnel providing services.

LIABILITY AND INSURANCE

16. Liability between the Parties: The parties shall be liable to each other in accordance with the terms set forth in this section.

16.1 Liability of the Consultant: The consultant shall be liable for any loss or damage arising from the provision of services.

16.2 Liability of the Client: The client shall be liable for any loss or damage arising from its breach of this agreement.

16.3 Compensation: The parties shall compensate each other for any loss or damage arising from their breach of this agreement.

17. Duration of Liability: The liability of the parties shall continue after the termination of this agreement.

18. Limit of Compensation and Indemnity: The liability of the parties shall be limited in accordance with the terms set forth in this section.

18.1 Limit of Compensation: The total compensation payable by the consultant shall not exceed the amount specified in Appendix 4.

18.2 Indemnity: The client shall indemnify the consultant for any loss or damage arising from the provision of services.

18.3 Exceptions: The limitations set forth in this section shall not apply in the event of fraud or wilful misconduct.

19. Insurance for Liability and Indemnity: The parties shall maintain insurance to cover their liability and indemnity obligations.

20. Insurance of Client's Property: The client shall maintain insurance to cover its property.

COMMENCEMENT, COMPLETION, ALTERATION AND TERMINATION OF THE AGREEMENT

21. Agreement Effective: This agreement shall become effective upon execution by the parties.

22. Commencement and Completion: The provision of services shall commence and be completed in accordance with the schedule set forth in Appendix 3.

23. Variation: The parties may vary the scope of services by mutual agreement.

24. Further Proposals: The parties may submit further proposals for additional services.

25. Delays: The consultant shall not be liable for any delays caused by the client.

26. Changed Circumstances: The parties may terminate this agreement in the event of changed circumstances.

27. Abandonment, Suspension or Termination: This agreement may be abandoned, suspended or terminated in accordance with the terms set forth in this section.

27.1 By Notice of the Client: The client may terminate this agreement by giving notice to the consultant.

27.2 By Notice of the Consultant: The consultant may terminate this agreement by giving notice to the client.

28. Exceptional Services: The parties may agree to provide exceptional services in accordance with the terms set forth in Appendix 8.

29. Rights and Liabilities of Parties: The rights and liabilities of the parties shall continue after the termination of this agreement.

PAYMENT

30. Payment to the Consultant: The client shall pay the consultant in accordance with the terms set forth in Appendix 4.

31. Time for Payment: Payment shall be made within the time specified in Appendix 4.

32. Currency of Payment: Payment shall be made in the currency specified in Appendix 4.

33. Third Party Charges on the Consultant: The client shall be responsible for any third party charges incurred by the consultant in the provision of services.

34. Disputed Invoices: In the event of a dispute over an invoice, the parties shall resolve the dispute in accordance with the dispute resolution procedures set forth in this agreement.

35. Independent Audit: The consultant shall provide an independent audit of its invoices upon request by the client.

GENERAL PROVISIONS

36. Language and Law: This agreement shall be governed by the language and law specified in Appendix 8.

37. Notices: Notices shall be given in accordance with the terms set forth in Appendix 8.

38. Confidentiality: The parties shall maintain the confidentiality of this agreement and all information exchanged between them.

39. Intellectual Property: The consultant shall retain ownership of all intellectual property created in the provision of services.

40. Force Majeure: The parties shall not be liable for any delay or failure to perform their obligations under this agreement due to force majeure.

41. Assignment: Neither party shall assign this agreement without the prior written consent of the other party.

42. Sub-Consultants: The consultant may engage sub-consultants with the prior written consent of the client.

43. Entire Agreement: This agreement represents the entire understanding of the parties and supersedes all prior negotiations and agreements.

44. Governing Language: The governing language of this agreement shall be the language specified in Appendix 8.

45. Dispute Resolution: The parties shall attempt to resolve any disputes arising from this agreement by negotiation.

46. Governing Law and Jurisdiction: This agreement shall be governed by the law and jurisdiction specified in Appendix 8.

47. Amendments: Any amendments to this agreement shall be in writing and signed by both parties