fidic white paper in EnglishFIDICCLIENTCONSULTANT MODEL SERVICES AGREEMENT White Book Third Edition 1998CONTENTSAGREEMENTGENERAL CONDITIONSDEFINITIONS AND INTERPRETATIONDefinitionsInterpretationScope

(hereinafter referred to as the "Client") and ____________________________________ (hereinafter referred to as the "Consultant").

WHEREAS the Client desires to obtain certain services from the Consultant and the Consultant desires to provide such services to the Client;

NOW, THEREFORE, the parties hereto agree as follows:

GENERAL CONDITIONS

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

"Agreement" means this agreement and includes any schedules and attachments hereto;

"Client's Property" means any property owned or controlled by the Client;

"Duty of Care" means the duty of the Consultant to exercise reasonable skill, care and diligence in the performance of the Services;

"Exceptional Services" means any services not included in the Scope of Services which the Consultant may be requested to provide by the Client;

"Normal Services" means the services described in the Scope of Services;

"Scope of Services" means the services to be provided by the Consultant as set out in the Particular Conditions;

"Services" means the services to be provided by the Consultant under this Agreement, including Normal, Additional and Exceptional Services;

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

(a) words importing the singular shall include the plural and vice versa;

(b) reference to any gender shall include the other gender;

(c) reference to any statute or statutory provision shall include any amendment or re-enactment thereof, any statutory instrument or order made thereunder and any provision of any statute or statutory instrument or order which supplements, modifies or replaces the same;

(d) reference to any clause, paragraph, schedule or attachment shall be construed as a reference to a clause, paragraph, schedule or attachment of this Agreement;

(e) the headings in this Agreement are for convenience only and shall not affect its interpretation;

(f) any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.3 Scope of Services

The Consultant shall provide the Services described in the Scope of Services in accordance with the terms and conditions of this Agreement.

1.4 Normal, Additional and Exceptional Services

The Consultant shall, subject to the terms of this Agreement, provide the Normal Services described in the Scope of Services. The Consultant may be requested to provide Additional Services or Exceptional Services, subject to agreement between the parties as to the scope, nature, timing and cost of such services.

1.5 Duty of Care and Exercise of Authority

The Consultant shall at all times exercise its authority and perform its duties with due care, skill and diligence.

1.6 Client's Property

The Consultant shall take all reasonable steps to protect and preserve the Client's Property and shall ensure that any person engaged by the Consultant in connection with the Services shall also take such steps.

1.7 Information

The Client shall provide the Consultant with all information and data necessary for the performance of the Services.

1.8 Decisions

All decisions relating to the Services shall be made by the Client, unless otherwise agreed.

1.9 Assistance

The Client shall provide the Consultant with all necessary assistance in the performance of the Services.

1.10 Equipment and Facilities

The Client shall provide the Consultant with all necessary equipment and facilities required for the performance of the Services.

1.11 Client's Personnel

The Consultant shall not be responsible for the actions or omissions of the Client's personnel.

1.12 Services of Others

The Consultant may engage the services of others to provide any part of the Services, subject to the prior written approval of the Client.

PERSONNEL

2.1 Supply of Personnel

The Consultant shall provide the Client with personnel to perform the Services.

2.2 Representatives

The Consultant shall appoint a representative to act as its liaison with the Client.

2.3 Changes in Personnel

The Consultant may change the personnel assigned to the Services, subject to the prior written approval of the Client.

LIABILITY AND INSURANCE

3.1 Liability between the Parties

Each party shall be liable to the other for any breach of this Agreement by it.

3.2 Liability of the Consultant

The Consultant shall be liable to the Client for any loss or damage suffered by the Client as a result of any breach of this Agreement by the Consultant or any negligence or wilful act or omission on the part of the Consultant or its personnel.

3.3 Liability of the Client

The Client shall be liable to the Consultant for any loss or damage suffered by the Consultant as a result of any breach of this Agreement by the Client or any negligence or wilful act or omission on the part of the Client or its personnel.

3.4 Compensation

Each party shall compensate the other for any loss or damage suffered by it as a result of any breach of this Agreement by it.

3.5 Duration of Liability

The liability of each party shall continue during the term of this Agreement and for a period of three (3) years thereafter.

3.6 Limit of Compensation and Indemnity

The liability of each party shall be limited to the amount of the fees paid or payable under this Agreement.

3.7 Exceptions

The limitations of liability set out in this clause shall not apply to any liability arising from death or personal injury caused by negligence or any other liability which cannot be excluded or limited by law.

3.8 Insurance for Liability and Indemnity

The Consultant shall maintain insurance cover in respect of its liability and indemnity obligations under this Agreement and shall provide evidence of such cover to the Client on request.

3.9 Insurance of Client's Property

The Client shall maintain insurance cover in respect of its property and shall provide evidence of such cover to the Consultant on request.

COMMENCEMENT, COMPLETION, ALTERATION AND TERMINATION OF THE AGREEMENT

4.1 Agreement Effective

This Agreement shall become effective on the date of execution by both parties.

4.2 Commencement and Completion

The Services shall commence on the date specified in the Particular Conditions and shall continue until completion of the Services.

4.3 Variation

Any variation to this Agreement shall be agreed in writing by both parties.

4.4 Further Proposals

Either party may propose changes to the Scope of Services or any other aspect of the Services. Such proposals shall be considered by the parties and may be implemented by agreement between them.

4.5 Delays

If the Consultant is delayed in the performance of the Services by any act or omission of the Client, the Consultant shall be entitled to an extension of time for the performance of the Services.

4.6 Changed Circumstances

If any circumstances arise which materially affect the performance of the Services, the parties shall promptly consult with each other and take such action as may be necessary to revise the Scope of Services or to terminate this Agreement.

4.7 Abandonment, Suspension or Termination

Either party may abandon, suspend or terminate this Agreement in accordance with the provisions of the General Conditions.

4.8 Exceptional Services

The provisions of this clause shall not apply to Exceptional Services.

4.9 Rights and Liabilities of Parties

The rights and liabilities of the parties upon abandonment, suspension or termination of this Agreement shall be as set out in the General Conditions.

PAYMENT

5.1 Payment to the Consultant

The Client shall pay the Consultant the fees specified in the Particular Conditions.

5.2 Time for Payment

The Client shall pay the fees to the Consultant within thirty (30) days of receipt of an invoice.

5.3 Currency of Payment

All payments shall be made in the currency specified in the Particular Conditions.

5.4 Third Party Charges on the Consultant

The Client shall not impose any charges on the Consultant in connection with the payment of fees.

5.5 Disputed Invoices

If the Client disputes any invoice submitted by the Consultant, the Client shall promptly notify the Consultant in writing and shall pay the undisputed portion of the invoice.

5.6 Independent Audit

The Consultant shall permit the Client to audit its accounts and records in respect of the Services.

5.7 Languages and Law

All payments shall be made in accordance with the laws of the country of the Client.

5.8 Changes in Legislation

If any change in legislation or regulation affects the performance of the Services, the parties shall promptly consult with each other and take such action as may be necessary to revise the fees or terminate this Agreement.

5.9 Assignment and Sub-Contracts

The Consultant shall not assign or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the Client.

5.10 Copyright

The copyright in all reports, drawings, specifications and other documents produced by the Consultant in connection with the Services shall be owned by the Client.

5.11 Conflict of Interest/Corruption and Fraud

The Consultant shall comply with the provisions of the General Conditions relating to conflict of interest, corruption and fraud.

NOTICES

6.1 Publication

This Agreement may be published by either party, subject to the prior written consent of the other party.

6.2 Amicable Dispute Resolution

Any dispute or difference arising out of or in connection with this Agreement shall be resolved in accordance with the provisions of the General Conditions.

PARTICULAR CONDITIONS

References from Clauses in the General Conditions

The following clauses in the General Conditions shall be read and construed as if they formed part of these Particular Conditions:

(a) Clause 1 (Definitions and Interpretation);

(b) Clause 2 (Personnel);

(d) Clause 4 (Commencement, Completion, Alteration and Termination of the Agreement);

(e) Clause 5 (Payment);

Additional Clauses

The following additional clauses shall apply to this Agreement:

Scope of Services

The Scope of Services shall be as set out in Schedule A to this Agreement.

Personnel, Equipment, Facilities and Services of Others to be Provided by the Client

The Client shall provide the Consultant with all necessary personnel, equipment, facilities and services of others required for the performance of the Services.

Remuneration and Payment

The fees payable to the Consultant for the Services shall be as set out in Schedule B to this Agreement. The fees shall be payable in accordance with the provisions of the General Conditions

fidic white paper in EnglishFIDICCLIENTCONSULTANT MODEL SERVICES AGREEMENT White Book Third Edition 1998CONTENTSAGREEMENTGENERAL CONDITIONSDEFINITIONS AND INTERPRETATIONDefinitionsInterpretationScope