Mau HD tu van thiet ke theo FIDIC revised

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 Se

AGREEMENT FOR THE PROVISION OF ARCHITECTURAL CONSULTANCY SERVICES

BETWEEN

……… COMPANY

AND ……… LIMITED

10 Equipment and Facilities 3

11 Client’s Personnel 3

12 Services of Others 3

PERSONNEL 13 Supply of Personnel

4

14 Representatives 4

15 Changes in Personnel 4

LIABILITY 16 Liability between the Parties

5

INSURANCE 16.1 Liability of the Consultant

5

16.2 Liability of the Client 5

16.3 Compensation

17 Duration of Liability 5

18 Limit of Compensation and Indemnity

18.1 Limit of Compensation 5

18.2 Indemnity 6

18.3 Exceptions 6

19 Insurance for Liability and Indemnity 6

20 Insurance of Client’s Property 6

COMMENCEMENT, 21 Agreement Effective

29 Rights and Liabilities of Parties 8

PAYMENT 30 Payment to the Consultant

9

31 Time for Payment

32 Currency of Payment 9

33 Third Party Charges on the Consultant 10

34 Disputed Invoices 10

35 Independent Audit 10

GENERAL 36 Languages and Law

40 Conflict of Interest / Corruption and Fraud 11

41 Notices 11

42 Publication 11

SETTLEMENT 43 Amicable Dispute Resolution

12

OF DISPUTES 43.1 Attempt to Resolve

12

43.2 Referral to Mediator 12

43.3 Appointment of Mediator 12

43.4 Agreement of Programme 12

43.5 Written Agreement to be Binding 12

43.6 Non-binding Opinion 12

43.7 Costs of Mediation 12

43.8 Failure of Mediation 13

44 Arbitration 13

A Scope of Services 17

B Personnel, equipment, facilities and

services of others to be provided by the client 18

C Remuneration and payment 19

This Agreement made the _ day of _

Between the General Director of ………Company (hereinafter called “the Client”)

of the one part

and the Managing Director of ………… Limited _ (hereinafter called “the Consultant”) of the other part

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

namely

 Architect Consultancy Services

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 ServicesAppendix B – Personnel, Equipment, Facilities & Services

of Others to be Provided by the ClientAppendix C – Remuneration and Payment

3 In consideration of the payments to be made by the Client to the Consultant as

herein after 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 here to 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

Mr …………., General Director

Address : ……… Company

………… , District ………

Ho Chi Minh City, Viet Nam

In the presence of:

Signature : Address :

Authorised signature(s) of Consultant

……….the managing director

Address: ……… Limited

………

In the presence of:

Name : Signature : Address :

i

CONDITIONS OF THE CLIENT/CONSULTANT MODEL SERVICES AGREEMENT

GENERAL CONDITIONS DEFINITIONS AND INTERPRETATION

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 andcomprise Normal Services, Additional Services andExceptional Services

(iii) “Works” means the permanent works to be executed

(including the goods and equipment to be supplied tothe Client) for the achievement of the Project

(iv) “Client” means the party named in the Agreement, who

employs the Consultant, and legal successors to theClient 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 legalsuccessors to the Consultant and permitted assignees

(vi) “party” and “parties” means the Client and the

Consultant and “third party” means any other person orentity as the context requires

(vii) “Agreement” means the Conditions

comprising the Conditions of the Client/ConsultantModel Services Agreement (General Conditions andParticular Conditions) together with Appendix A (Scope

of Services), Appendix B (Personnel, Equipment,

Facilities and Services of Others to be provided by theClient), Appendix C (Remuneration and Payment),Letter of Acceptance and Formal Agreement ifcompleted, or otherwise as specified in the ParticularConditions.

(viii) “day” means the period between

any one midnight and the next

(ix) “month” means a period of one

month according to the Gregorian calendarcommencing 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 Conditionswhich are payable under the Agreement

interpretation

(ii) The singular includes the plural, the masculine includes

the feminine, and vice-versa where the contextrequires

(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

(iii) Exceptional Services are those which are not Normal oradditional 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 theAgreement

(ii) Where the Services include the exercise of powers orperformance of duties authorised or required by theterms of a contract between the Client and any thirdparty, the Consultant shall:

(a) act in accordance with the contract provided thatthe details of such powers and duties areacceptable to him where they are not described inAppendix A

(b) if authorised to certify, decide or exercisediscretion, do so fairly between the Client andthird party not as an arbitrator but as anindependent professional acts by his skill andjudgment

(c) if so authorised vary the obligations of any thirdparty, subject to obtaining the prior approval ofthe Client to any variation which can have animportant effect on costs or quality or time(except in any emergency when the Consultantshall inform the Client as soon as practicable)

CLIENT'S

PROPERTY

6. Anything supplied by or paid for by the Client for the use of theConsultant shall be the property of the Client and wherepracticable shall be so marked When the Services arecompleted or terminated the Consultant shall furnishinventories to the Client of what has not been consumed in theperformance of the Services and shall deliver it as directed bythe Client Such delivery shall be regarded as an AdditionalService

OBLIGATIONS

OF THE CLIENT

reasonable time give to the Consultant free of cost allinformation in his power to obtain which may pertain to theServices

Consultant the Client shall give his decision in writing so as not

to delay the Services and within a reasonable time

his personnel and dependants, as the case may be, the Clientshall 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 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

In connection with the Services such personnel shall takeinstructions only from the Consultant

SERVICES OF

OTHERS

12. The Client shall at his cost arrange for the provision of servicesfrom others as described in Appendix B, and the Consultantshall co-operate with the suppliers of such services but shallnot be responsible for them or their performance

The personnel to be supplied by the Client in accordance withClause 11 shall be acceptable to the Consultant

If the Client cannot supply Client’s personnel or services of

others for which he is responsible and it is agreed to benecessary for the satisfactory performance of the Services, theConsultant shall arrange for its supply as an AdditionalService.

designate an official or individual to be his representative Ifrequired by the Client, the Consultant shall designate anindividual to liaise with the Client's representative in thecountry of the Project

CHANGES IN

PERSONNEL

15. If it is necessary to replace any person, the party responsiblefor the appointment shall immediately arrange for replacement

by a person of comparable competence

The cost of such replacement shall be borne by the partyresponsible for the appointment except that if the replacement

is requested by the other party (i) such request shall be in writing stating the reasonsfor it and

(ii) The party making the request shall bear the cost ofreplacement unless misconduct or inability to performsatisfactorily 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 theClient arising out of or in connection with the Agreement if abreach 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 hisduty 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 ofreasonably foreseeable loss and damage suffered as aresult of such breach, but not otherwise

(ii) In any event, the amount of such compensation will belimited to the amount specified in Clause 18.1

(iii) If either party is considered to be liable jointly with thirdparties to the other, the proportion of compensationpayable by him shall be limited to that proportion ofliability which is attributable to his breach

DURATION OF

LIABILITY

17. Neither the Client nor the Consultant shall be considered liablefor 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

Each party agrees to waive all claims against the other in sofar as the

aggregate of compensation which might otherwise be payableexceeds the maximum amount payable

If either party makes a claim for compensation against theother party and this is not established the claimant shallentirely reimburse the other for his costs incurred as a result ofthe claim

Indemnity 18.2

So far as the applicable law permits, the Client shall indemnifythe Consultant against the adverse effects of all claimsincluding such claims by third parties which arise out of or inconnection with the Agreement:

(i) except insofar as they are covered by the insurancesarranged under the terms of Clause 19

(ii) made after the expiry of the period of liability referred to inClause 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 ofobligations under the Agreement

(iii) insures against public/third party liability,(iv) increases his insurance against public/third party liabilityover that for which he was insured at the date of theClient’s first invitation to him for a proposal for theServices,

(iv) effects other insurances

If so requested, the Consultant shall make all reasonableefforts to affect 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 atthe expense of the Client

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

written agreement of the parties

FURTHER

PROPOSALS 24. If requested by the Client in writing, the Consultant shall submitproposals for altering the Services The preparation and

submission of such proposals shall be an Additional Service

contractors so as to increase the amount or duration of the Services:

(i) The Consultant shall inform the Client of thecircumstances and probable effects

(ii) The increase shall be regarded as AdditionalServices

(iii) The time for completion of the Services shall beincreased accordingly

CIRCUMSTANCES

26. If circumstances arise for which the Consultant is notresponsible and which make it irresponsible or impossible forhim to perform in whole or in part the Services in accordancewith the Agreement he shall promptly dispatch a notice to theClient

In these circumstances if certain Services have to besuspended, the time for their completion shall be extendeduntil the circumstances no longer apply plus a reasonableperiod 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 bemade necessary by the circumstances

ABANDONMENT

SUSPENSION OR

TERMINATION

27 By Notice of the Client 27.1

(i) The Client may suspend all or part of the Services

or terminate the Agreement by notice of at least 56 days

to the Consultant who shall immediately makearrangements to stop the Services and minimiseexpenditure

(ii) If the Client considers that the Consultant is withoutgood reason not discharging his obligations he caninform the Consultant by notice stating the grounds forthe notice If a satisfactory reply is not received within 21days the Client can by a further notice terminate theAgreement provided that such further notice is givenwithin 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, theConsultant can by a further notice of a least 42 days terminatethe Agreement, or at his discretion without prejudice to theright to terminate can suspend or continue suspension ofperformance of the whole or part of the Services

(i) when 28 days after the due date for payment of aninvoice he has not received payment of that part of itwhich 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 hasexceeded 182 days.

EXCEPTIONAL

SERVICES

28. Upon the occurrence of circumstances described in Clause 26

or abandonment or suspension or resumption of Services orupon termination of the Agreement otherwise than under theprovisions of Clause 27.1(ii) any necessary work or expense

by the Consultant extra to the Normal and Additional Servicesshall be regarded as Exceptional Services

The performance of Exceptional Services shall entitle theConsultant to

extra time necessary for their performance and to payment forperforming

30. (i) The Client shall pay the Consultant for Normal Services in

accordance with the Conditions and with the detailsstated in Appendix C, and shall pay for AdditionalServices at rates and prices which are given in or based

on those in Appendix C so far as they are applicable butotherwise as are agreed in accordance with Clause 23.(ii) Unless otherwise agreed in writing the Client shall paythe Consultant in respect of Exceptional Services

(a) as for Additional Services for extra time spent by theConsultant’s personnel in the performance of theServices

(b) the net cost of all other extra expense incurred bythe Consultant

TIME FOR

PAYMENT

31. (i) Amounts due to the Consultant shall be paid promptly.(ii) If the Consultant does not receive payment within thetime stated in the Particular Conditions he shall be paidAgreed Compensation at the rate defined in theParticular Conditions compounded monthly on the sumoverdue and in its currency reckoned from the due datefor payment of the invoice Such Agreed Compensationshall not affect the rights of the Consultant stated inClause 27.2

CURRENCY OF

PAYMENT

32. (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 theParticular Conditions and paid net without deductions.Unless otherwise specified in Appendix C, the Clientwarrants that the Consultant can transfer abroadpromptly all Local and Foreign Currency amounts inconnection with performance of the Services which arereceived by him in the Client’s country

(ii) If at the date of the Agreement or during the performance

of the Services the conditions in the Client's country aresuch as may contrary to the Agreement either

(a) prevent or delay the transfer abroad of Local orForeign Currency payments received by theConsultant in the Client’s country, or

(b) restrict the availability or use of Foreign Currency inthe Client’s country, or

(c) impose taxes or differential rates of exchange for thetransfer from abroad of Foreign Currency into theClient’s country by the Consultant for LocalCurrency expenditure and subsequent re-transferabroad of Local Currency up to the same amountsuch as to inhibit the Consultant in theperformance of the Services or to result infinancial disadvantage to him,

the Client warrants that such shall be deemed circumstances