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精选资料FIDIC,CLIENT/CONSULTANT MODEL SERVICES AGREEMENT(“White Book”)Third Edition, 1998CONTENTSAGREEMENTGENERAL CONDITIONSDEFINITIONS AND INTERPRETATION1.Definitions2.InterpretationOBLIGATIONS OF THE CONSULTANT3.Scope of Services4.Normal, Additional and Exceptional Services5.Duty of Care and Exercise of Authority6.Clients PropertyOBLIGATIONS OF THE CLIENT7.Information8.Decisions9.Assistance10.Equipment and Facilities11.Clients Personnel12.Services of OthersPERSONNEL13.Supply of Personnel14.Representatives15.Changes in PersonnelLIABILITY AND INSURANCE16.Liability between the Parties16.1Liability of the Consultant16.2Liability of the Client16.3Compensation17.Duration of Liability18.Limit of Compensation and Indemnity18.1Limit of Compensation18.2Indemnity18.3Exceptions19.Insurance for Liability and Indemnity20.Insurance of Clients PropertyCOMMENCEMENT, COMPLETION, ALTERATION AND TERMINATION OF THE AGREEMENT21.Agreement Effective22.Commencement and Completion23.Variation24.Further Proposals25.Delays26.Changed Circumstances27.Abandonment, Suspension or Termination27.1By Notice of the Client27.2By Notice of the Consultant28.Exceptional Services29.Rights and Liabilities of PartiesPAYMENT30.Payment to the Consultant31.Time for Payment32.Currency of Payment33.Third Party Charges on the Consultant34.Disputed Invoices35.Independent AuditGENERAL PROVISIONS36.Languages and Law37.Changes in Legislation38.Assignment and Sub-Contracts39.Copyright40.Conflict of Interest/Corruption and Fraud41.Notices42.PublicationSETTLEMENT OF DISPUTES43.Amicable Dispute Resolution43.1Attempt to Resolve43.2Referral to Mediator43.3Appointment of Mediator43.4Agreement of Program43.5Written Agreement to be Binding43.6Non-binding Opinion43.7Costs of Mediation43.8Failure of Mediation44.ArbitrationPARTICULAR CONDITIONSA.References from Clauses in the General ConditionsB.Additional ClausesAPPENDICESA.Scope of ServicesB.Personnel, Equipment, Facilities and Services of Others to be Provided by the ClientC.Remuneration and PaymentAGREEMENTThis Agreement made the _ day of _, _ between _of _(hereinafter called the Client) of the one partand _of _ (hereinafter called the Consultant) of the other part.WHEREAS the Client desires that certain Services should be performed by the Consultant, namely _and has accepted a proposal by the Consultant for the performance of such Services.NOW THIS AGREEMENT WITNESSETH AS FOLLOWS1.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 this 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 ServicesAppendix B -Personnel, Equipment, Facilities and Services of Others to be Provided by the ClientAppendix C -Remuneration and Payment3.In consideration of the payments to be made by the Client to the Consultant as hereinafter mentioned 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.Authorized signature(s) of Client_In the presence of:Name: _Signature: _Address: _Authorized signature(s) of Consultant_In the presence of:Name: _Signature: _Address: _CONDITIONS OF THE CLIENT/CONSULTANTMODEL SERVICES AGREEMENTGENERAL CONDITIONSDEFINITIONS AND INTERPRETATION1.DEFINITIONSThe following words and expressions shall have the meanings assigned to them except where the context otherwise requires:(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.2.INTERPRETATION(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 CONSULTANT3.SCOPE OF SERVICESThe Consultant shall perform Services relating to the Project. The Scope of the Services is stated in Appendix A.4. NORMAL, ADDITIONAL AND EXCEPTIONAL SERVICES(i)Normal Services are those described as such in Articles A.2 and A.3 of Appendix A.(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 28.5.DUTY OF CARE AND EXERCISE OF AUTHORITY(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 authorized 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 authorized 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 judgment.(c)if so authorized 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).6.CLIENTS PROPERTYAnything 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.OBLIGATIONS OF THE CLIENT7.INFORMATIONThe 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.8.DECISIONSOn 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.9.ASSISTANCEIn the country of the Project and in respect of the Consultant, his personnel and dependents, 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;(iii)import, export and custom 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 organizations for collection of information which is to be obtained by the Consultant.10.EQUIPMENT AND FACILITIESThe Client shall make available, free of cost, to the Consultant for the purpose of the Services the equipment and facilities described in Appendix B.11.CLIENTS PERSONNELIn consultation with the Consultant, the Client shall at his 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.12.SERVICES OF OTHERSThe 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.PERSONNEL13.SUPPLY OF PERSONNELThe 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.14.REPRESENTATIVESFor the administration of the Agreement, each party shall designate the official or individual to be his representative. If required by the Client, the Consultant shall designate an individual to liaise with the Clients representative in the country of the Project.15.CHANGES IN PERSONNELIf 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 reason 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 INSURANCE16.LIABILITY BETWEEN THE PARTIES16.1Liability of the Consultant.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 Article 5.1 is established against him.16.2Liability of the Client.The Client shall be liable to the Consultant if a breach of his duty to the Consultant is established against the Client.16.3Compensation.If it is established 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 breaches, but not otherwise.(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.17.DURATION OF LIABILITYNeither 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.18.LIMIT OF COMPENSATION AND INDEMNITY18.1Limit of Compensation.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 insofar 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.18.2Indemnity.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 insurance arranged under the terms of Clause 19.(ii)made after the expiry of the period of liability referred to in Clause 17.18.3Exceptions.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 obligation under the Agreement.19.INSURANCE FOR LIABILITY AND INDEMNITYThe Client can request in writing that the Consultant(i)insures against his liability under Clause 16.1,(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 of 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.20.INSURANCE OF CLIENTS PROPERTYUnless 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. ALTERATIONAND TERMINATION OF THE AGREEMENT21.AGREEMENT EFFECTIVEThe Agreement is effective as of the date of receipt by the Consultant of the Clients Letter of Acceptance of the Consultants proposal or of the latest signature necessary to complete the Formal Agreement, if any, whichever is the later.22.COMMENCEMENT AND COMPLETIONThe 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.23.VARIATIONSThe Agreement can be varied on application by either party by written agreement of the parties.24.FURTHER PROPOSALSIf 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.25.DELAYSIf the Services are impeded or delayed by the Client or his contractors so as to increase the amount or duration of the Services:(i)The Consultant shall inform the Client of the circumstances and probable effects.(ii)The increase shall be regarded as Additional Services.(iii)The time for completion of the Services shall be increased accordingly.26.CHANGED CIRCUMSTANCESIf circumstances arise for which the Consultant is not responsible and which make it irresponsible 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.27.ABANDONMENT, SUSPENSION OR TERMINATION27.1By Notice of the Client(i)The Client may suspend all or part of the Services or terminate the Agreement by notice of at least fifty-six (56) days to the Consultant who shall immediately make arrangements to stop the Services and minimize expenditure.(ii)If the Client considers that the Consultant is without good reason n
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