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AGREEMENTFOR THE PROVISION OF

ARCHITECTURAL CONSULTANCY SERVICES

BETWEEN

COMPANY

AND

. LIMITED


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3rd Edition 1998 - ISBN 2-88432-015-6

CONTENTS

AGREEMENTi

GENERAL CONDITIONS1

DEFINITIONS AND 1. Definitions1

INTERPRETATION 2. Interpretation2

OBLIGATIONSOF 3. Scope of Services2

THE CONSULTANT 4. Normal,Additional and Exceptional Services2

5. Duty of Care and Exercise of Authority2

6. Clients Property2

OBLIGATIONS 7. Information3

OF THE CLIENT 8. Decisions

3 9. Assistance3

10 Equipment and Facilities3

11 Clients Personnel3

12 Services of Others3

PERSONNEL 13. Supply of Personnel4

14. Representatives4

15. Changes in Personnel4

LIABILITY 16. Liability between the Parties5

INSURANCE 16.1 Liability of the Consultant


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516.2 Liability of the Client

516.3 Compensation

17. Duration of Liability5

18. Limit of Compensation and Indemnity18.1 Limit of Compensation

518.2 Indemnity

618.3 Exceptions

619. Insurance for Liability and Indemnity

620. Insurance of Clients Property

6

COMMENCEMENT, 21. Agreement Effective7COMPLETION, 22. Commencement and Completion

7

ALTERATION AND 23. Variations7

TERMINATION OF 24. Further Proposals7

THE AGREEMENT 25. Delays7

26. Changed Circumstances7

a

27. Abandonment, Suspension or Termination8

27.1 By Notice of the Client

827.2 By Notice of the Consultant

828. Exceptional Services

829. Rights and Liabilities of Parties

8

PAYMENT 30. Payment to the Consultant


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931. Time for Payment

932. Currency of Payment

933. Third Party Charges on the Consultant

1034. Disputed Invoices

1035. Independent Audit

10

GENERAL 36. Languages and Law11

PROVISIONS 37. Changes in Legislation11

38. Assignment and Sub-Contracts11

39. Copyright

11 40. Conflict of Interest / Corruption and Fraud11

41. Notices11

42. Publication11

SETTLEMENT 43. Amicable Dispute Resolution12

OF DISPUTES 43.1 Attempt to Resolve12

43.2 Referral to Mediator

12 43.3 Appointment of Mediator12

43.4 Agreement of Programme12

43.5 Written Agreement to be Binding12

43.6 Non-binding Opinion12

43.7 Costs of Mediation12

43.8 Failure of Mediation13

44. Arbitration13

PARTICULAR CONDITIONS14

A References from Clauses in the General Conditions14


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B Additional Clauses16

APPENDICES

A Scope of Services17

B Personnel, equipment, facilities andservices of others to be provided by the client

18

C Remuneration and payment19


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AGREEMENT

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 arerespectively assigned to them in the Conditions of the Client/Consultant ModelServices Agreement hereinafter referred to.

2. The following documents shall be deemed to form and be read and construed aspart of the Agreement, namely:

a) The Letter of Acceptance;

b) The Conditions of the Client/Consultant Model ServicesAgreement (General Conditions and Particular Conditions);

c) The Appendices, namely:

Appendix A Scope of Services

Appendix B Personnel, Equipment, Facilities & Servicesof Others to be Provided by the Client

Appendix C Remuneration and Payment


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i

3. In consideration of the payments to be made by the Client to the Consultant asherein after mentioned the Consultant hereby agrees with the Client to performthe Services in conformity with the provisions of the Agreement.

4. The Client hereby agrees to pay the Consultant in consideration of theperformance of the Services such amounts as may become payable under theprovisions 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:

Name : Mr. ..

Signature : ______________________________________________________________

Address : ______________________________________________________________

Authorised signature(s) of Consultant

______________________________________________________________________________

.the managing director

Address: ..Limited


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.

..

In the presence of:

Name : ______________________________________________________________

Signature : ______________________________________________________________

Address : ______________________________________________________________

i

CONDITIONS OF THE CLIENT/CONSULTANTMODEL SERVICES AGREEMENT

GENERAL CONDITIONS

DEFINITIONS AND INTERPRETATION

DEFINITIONS 1. The following words and expressions shall have the meaningsassigned tothem except where the context otherwise requires:

(i) Project means the project named in the ParticularConditions for which the Works are to be provided.

(ii) Services means the services to be performed by theConsultant 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, whoemploys 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 firmby the Client to perform the Services, and legal

successors to the Consultant and permitted assignees.

(vi) party and parties means the Client and theConsultant and third party means any other person orentity as the context requires.

(vii) Agreement means the Conditionscomprising the Conditions of the Client/ConsultantModel Services Agreement (General Conditions and


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Particular Conditions) together with Appendix A (Scopeof 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 betweenany one midnight and the next.

(ix) month means a period of onemonth according to the Gregorian calendarcommencing with any day of the month.

(x) Local Currency (LC) means thecurrency of the country where the Project is located andForeign Currency (FC) means any other currency.

(xi) Agreed Compensation means

additional sums as defined in the Particular Conditionswhich are payable under the Agreement.

INTERPRETATION 2. (i) The headings in the Agreement shall not be used in itsinterpretation.

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

OBLIGATIONSOF THE CONSULTANT

SCOPE OFSERVICES

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

NORMAL,ADDITIONAL AND

EXCEPTIONAL

SERVICES

4. (i) Normal Services are those described as such inAppendix A.

(ii) Additional Services are those described as such inAppendix A or which by written agreement of the partiesare otherwise additional to Normal Services.

(iii) Exceptional Services are those which are not Normal oradditional Services but which are necessarily performedby the Consultant in accordance with Clause 28.

DUTY OF CAREAND EXERCISE

5. (i) The Consultant shall exercise reasonable skill, care anddiligence in the performance of his obligations under the


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OF AUTHORITY Agreement.

(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 describedin Appendix 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 and

judgment.

(c) if so authorised vary the obligations of any thirdparty, subject to obtaining the prior approval of

the 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'SPROPERTY

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.

OBLIGATIONSOF THE CLIENT

INFORMATION 7. The Client shall so as not to delay the Services and within areasonable time give to the Consultant free of cost allinformation in his power to obtain which may pertain to theServices.

DECISIONS 8. On all matters properly referred to him in writing by theConsultant the Client shall give his decision in writing so as notto 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 Clientshall do all in his power to assist in:

(i) the provision of documents necessary for entry,


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residence work and exit;

(ii) providing unobstructed access wherever it isrequired for the Services;

(iii) import, export and customs clearance of personaleffects and of goods required for the Services;

(iv) their repatriation in emergencies;

(v) the provision of the authorities necessary to permitthe import of foreign currency by the Consultant for theServices and by his personnel for their personal use andto permit the export of money earned in the performanceof the Services;

(vi) providing access to other organisations forcollection of information which is to be obtained by theConsultant.

EQUIPMENTAND FACILITIES

10. The Client shall make available, free of cost, to the Consultantfor the purpose of the Services the equipment and facilitiesdescribed in Appendix B.

CLIENT'SPERSONNEL

11. In consultation with the Consultant, the Client shall at his owncost arrange for the selection and provision of personnel in hisemployment to the Consultant in accordance with Appendix B.In connection with the Services such personnel shall takeinstructions only from the Consultant.

SERVICES OFOTHERS

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.

PERSONNEL

SUPPLY OFPERSONNEL

13. The personnel who are sent by the Consultant to work in thecountry of the Project shall have been physically examined andfound fit for their assignments, and their qualifications shall beacceptable to the Client.

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


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If the Client cannot supply Clients personnel or services ofothers 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.

REPRESENTATIVES 14. For the administration of the Agreement each party shalldesignate 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 INPERSONNEL

15. If it is necessary to replace any person, the party responsiblefor the appointment shall immediately arrange for replacementby a person of comparable competence.

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


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Indemnity 18.2So 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 in

Clause 17.

Exceptions 18.3Clauses 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.

INSURANCEFOR LIABILITY

AND INDEMNITY

19. The Client can request in writing that the Consultant

(i) insures against his liability under Clause 16.1,

(ii) increases his insurance against liability under Clause16.1 over that for which he was insured at the date of theClients first invitation to him for a proposal for theServices,

(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 theClients 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 withan insurer and on terms acceptable to the Client.

The cost of such insurance or increase in insurance shall be atthe expense of the Client.


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INSURANCEOF CLIENT'S

PROPERTY

20. Unless otherwise requested by the Client in writing theConsultant shall make all reasonable efforts to insure on termsacceptable to the Client:

(i) against loss or damage to the property of the Client

supplied or paid for under Clause 6.

(ii) against l iabilities arising out of the use of suchproperty.

The cost of such insurance shall be at the expense of theClient.

COMMENCEMENT,COMPLETION, ALTERATION ANDTERMINATION OFTHE AGREEMENT

AGREEMENTEFFECTIVE

21. The Agreement is effective from the date of receipt by theConsultant of the Client's Letter of Acceptance of theConsultant's proposal or of the latest signature necessary tocomplete the Formal Agreement, if any, whichever is the later.

COMMENCEMENTAND

COMPLETION

22. The Services shall be commenced and completed at the timesor within the periods stated in the Particular Conditions subjectto extensions in accordance with the Agreement.

VARIATIONS 23. The Agreement can be varied on application by either party bywritten agreement of the parties

FURTHERPROPOSALS

24. If requested by the Client in writing, the Consultant shall submitproposals for altering the Services. The preparation andsubmission of such proposals shall be an Additional Service.

DELAYS 25. If the services are impeded or delayed by the Client or hiscontractors 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 be


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increased accordingly.

CHANGEDCIRCUMSTANCES

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 accordance

with 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.

ABANDONMENTSUSPENSION 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 daysto 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 the

Agreement 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 it


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which has not by that time been contested in writing, or

(ii) when Services have been suspended under either Clause26 or Clause 27.1 and the period of suspension hasexceeded 182 days.

EXCEPTIONALSERVICES 28. Upon the occurrence of circumstances described in Clause 26or 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 expenseby the Consultant extra to the Normal and Additional Servicesshall be regarded as Exceptional Services.

The performance of Exceptional Services shall entitle theConsultant toextra time necessary for their performance and to payment forperformingthem.

RIGHTS ANDLIABILITIESOF PARTIES

29. Termination of the Agreement shall not prejudice or affect theaccrued rights or claims and liabilities of the parties.

After termination of the Agreement, the provisions of Clause 18shall remain in force.

PAYMENT

PAYMENTTO THE

CONSULTANT

30. (i) The Client shall pay the Consultant for Normal Services inaccordance with the Conditions and with the detailsstated in Appendix C, and shall pay for AdditionalServices at rates and prices which are given in or basedon 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 theConsultants personnel in the performance of theServices.


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

TIME FORPAYMENT

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 OFPAYMENT

32. (i) The currency applicable to the Agreement is that stated inthe Particular Conditions.

Where payment is to be made in other currencies it shallbe 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 Clients country.

(ii) If at the date of the Agreement or during the performanceof 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 Clients country, or

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

(c) impose taxes or differential rates of exchange for thetransfer from abroad of Foreign Currency into theClients 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 in


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financial disadvantage to him,

the Client warrants that such shall be deemed circumstancesjustifying the application of Clause 26 if alternative financialarrangements are not made to the satisfaction of theConsultant.

THIRD PARTYCHARGES

ON THECONSULTANT

33. Except where specified in the Particular Conditions orAppendix C

(i) the Client shall whenever possible arrange that exemptionis granted to the Consultant and those of his personnelwho are not normally resident in the country of theProject from any payments required by the Governmentor authorised third parties in that country which arisefrom this Agreement in respect of:

(a) their remuneration

(b) their imported goods other than food and drink

(c) goods imported for the Services

(d) documents.

(iii) whenever the Client is unsuccessful in arranging suchexemption he shall reimburse the Consultant for suchpayments properly made.

(iii) provided that the goods when no longer required for thepurpose of the Services and not the property of theClient

(a) shall not be disposed of in the country of the Projectwithout the Clients approval

(b) shall not be exported without payment to the Clientof any refund or rebate recoverable and receivedfrom the Government or authorised third parties.

DISPUTEDINVOICES

34. If any item or part of an item in an invoice submitted by theConsultant is contested by the Client, the Client shall giveprompt notice with reasons and shall not delay payment on theremainder of the invoice. Sub-clause (ii) of Clause 31 shallapply to all contested amounts which are finally determined to

have been payable to the Consultant.

INDEPENDENTAUDIT

35. The Consultant shall maintain up-to-date records which clearlyidentify relevant time and expense.

Except where the Agreement provides for lump sum payments,not later than twelve months after the completion ortermination of the Services, the Client can at notice of not less


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than 7 days require that a reputable firm of accountantsnominated by him audit any amount claimed by the Consultantby attending during normal working hours at the office wherethe records are maintained.

GENERALPROVISIONS

LANGUAGESAND LAW

36. In the Particular Conditions there is stated the language orlanguages of the Agreement, the ruling language and the lawto which the Agreement is subject.

CHANGES INLEGISLATION

37. If after the date of the Agreement the cost or duration of theServices is altered as a result of changes in or additions to theregulations in any country in which the Services are to beperformed except that of the Consultants principal place ofbusiness stated in the Particular Conditions the agreedremuneration and time for completion shall be adjustedaccordingly.

ASSIGNMENTAND SUB-

CONTRACTS

38. (i) The Consultant shall not without the written consent of theClient assign the benefits from the Agreement other thanmoney.

(ii) Neither the Client nor the Consultant shall assignobligations under the Agreement without the writtenconsent of the other partty.

(iii) The Consultant shall not without the written consent of theClient initiate or terminate any sub-contract forperformance of all or part of the Services.

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

CONFLICT OFINTEREST/

CORRUPTION ANDFRAUD

40. Notwithstanding any penalties that may be enforced againstthe Consultant under the law of the country of the project, or ofother jurisdictions, the Client will be entitled to terminate the

Agreement in accordance with Clause 27.1(ii) and theConsultant shall be deemed to have breached Clause 5(i), if itis shown that the Consultant is guilty of:

(i) offering, giving, receiving or soliciting anything of value with a view to influencing the behavior or action ofanyone, whether a public official or otherwise, directly orindirectly in the selection process or in the conduct of the

Agreement; or

(ii) misrepresentation of facts in order to influence a selectionprocess or the execution of a contract to the detriment ofthe Client, including the use of collusive practicesintended to stifle or reduce the benefits of free and open


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competition.

NOTICES 41. Notices under the Agreement shall be in writing and will takeeffect from receipt at the addresses stated in the ParticularConditions. Delivery can be by hand or facsimile messageagainst 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, theConsultant, either alone or jointly with others, can publishmaterial relating to the Works and Services. Publication shallbe subject to approval of the Client if it is within two years ofcompletion or termination of the Services.

SETTLEMENTOF DISPUTES

AMICABLEDISPUTE

RESOLUTION

43. Attempt to Resolve 43.1The parties shall seek to resolve in good faith any dispute ordifference arising between them in respect of any matterconnected with this Agreement. If the parties cannot resolveany such dispute or difference within 14 days, or such a periodas the parties may subsequently agree, then it shall besubmitted to their respective designated representatives underthe Agreement.

Referral to Mediator 43.2If the designated representatives of the parties are unable toreach agreement on any matter referred to them, within 14days or any such period as the parties may subsequentlyagree, then that matter or those matters shall immediately be

referred to a neutral mediator ["the Mediator"].

Appointment of Mediator 43.3If the parties are unable to agree on the choice of a Mediator,or if the chosen Mediator is unable or unwilling to act, theneither party may immediately apply to the President of FIDIC,or another mutually agreed nominating organisation, to appointa Mediator.

Agreement of Programme 43.4The parties shall, within 14 days of the appointment of theMediator, or any such period as the parties may subsequentlyagree, jointly meet with him, to agree a programme for the

exchange of any relevant information and the structure to beadopted for the negotiations.

Written Agreement to be Binding 43.5All negotiations shall be conducted in confidence and are notto 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, orotherwise reach agreement on the resolution of the dispute,such agreement shall be recorded in writing and, once signed


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by the designated representatives, shall be binding on theparties.

Non-binding Opinion 43.6If no agreement is reached, either party may invite theMediator to provide to both parties a non-binding opinion inwriting. Such opinion shall not be used in evidence in anyconcurrent or subsequent proceedings, without the priorwritten consent of both parties.

Costs of Mediation 43.7The parties will bear their own costs of preparing andsubmitting evidence to the Mediator; if the Mediator finds thatthe Mediation has been initiated or conducted frivolously orvexatiously, then he shall have the power to order the party soinitiating or conducting the mediation to pay the reasonablecosts of the other party for preparing for and attending themediation. If these costs cannot be agreed, they will beassessed by the Mediator, whose decision shall be binding onthe parties.

Failure of Mediation 43.8

If the parties fail to reach agreement within 28 days of theMediator being appointed, or such other period as the partiesmay agree, then both parties shall be entitled to submit the

dispute to arbitration under the terms of Clause 44 of thisAgreement.

ARBITRATION 44. If the mediation fails, with the agreement of the parties, theMediator 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 factsonly. The Mediator's role will cease on the appointment of the

Arbitrator. He will not be available to appear as a witness in thearbitration, or to provide any additional evidence obtainedduring the mediation.

The arbitration will be conducted in accordance with the rulesstipulated in the Particular Conditions in force at the effectivedate of the agreement on the basis that the parties agree towaive their rights to any form of appeal, insofar as such waivercan validly be made.


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PARTICULAR CONDITIONS

A. References from Clauses in the General Conditions

1. Definitions

(i) The Project is . Building- .-storey building (ecxcluded technicalareas) with . basements. The Project is located at .Ho Chi MinhCity, adjacent to ..

6. Clients Property : Not applicable

9. Assistance : Not applicable

10. Equipment and Facilities : Not applicable

13. Supply of Personel : Not applicable


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17. Duration of Liability : 24 months

Reckoned from : the date of completion or termination of the

Services

18.1 Limit of Compensation : USD1,000,000.00

18.2 Indemnity : Not applicable

19. Insurance for liability and indemnity:

The cost of such insurance or increase in insurance shall be at the expense of theConsultant.

20. Insurance of Clients Property : Not applicable

22. Commencement : date of contract signed

Completion : date of practical completion

27.1 By Notice of the Client :

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

noctice of at least 56 days to the Consultant wwho shall make arrangements to stop the

Services and minimise expediture immediately upon receiving such notice of the Client.

31. (ii) Time for Payment : For any claim for service fee under this Agreement,

the Consultatnt shall issue a service invoice, stating the accomplished work and relevant fee

claimable. Within 7 days from receipt of the Consultants service invoice, the Client shall verify the

claimed amount. Based on the confirmation of the Client on the service fee claimed per such

service invoice, the Consultant shall issue official VAT invoice to the Client as per the confirmed

amount. Payment will be made within 15 days from receipt of valid VAT invoice from the

Consultant.

Agreed Compensation for overdue payment 1.00% per month

32. Currency of Agreement : United States Dollars

Currencies of payments : Vietnam Dong

(i) Unless otherwise specified in Appendix C, the Client warrants that the Consultantcan transfer abroad promptly all Local and Foreign Currency amounts inconnection with performance of the Services which are received by him in theClients country, provided always that such transfer is compliant with the


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regulations on tax and foreign exchange control applicable at the time of suchtransfer.

(ii) The payment in Vietnam Dong shall be based upon the exchange rate on the datethe Consultant issues the invoices

33. Third Party charges on the Consultant: Not applicable

34. Disputed invoices:

If any invoice or part of 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 theremainder of the invoice. The contested invoice or part of invoice shall only be settledwithin 15 days after both parties have agreed on the final amount to be paid and theClient has received valid VAT invoice from the Consultant for such final amount. Nocompensation or overdue interest shall be payable to the Consultant with respect to thedisputed invoice or part of invoice.

36. Language(s) of the Agreement : English and Vietnamese

Ruling language : Vietnam

Law to which Agreement is governed : Vietnam

37. Principal place of business : Not applicable

38. Assignment and Sub-contracts

(i) The Consultant shall not, without the prior written consent of the Client, assignany right or obligations under the Agreement to any third party.

(ii) The Consultant shall not, without the prior written consent of the Client, initiate or

terminate any sub-contract for performance of all or part of the Services.

(iii) If necessary, the Client shall, at its own discretion, assign wholly or partially itsrights and obligations under the Agreement to a third party with a notice to theConsultant.

No provision herein will be interpreted as preventing the Consultant from delegatingworks to its managers and staff for fulfilling the Consultants obligations herein set forth.

39. Copyright:

The Consultant retains copyright of all documents prepared by him. The Client shall be

entitled to use them without obtaining the Consultants permission.

41. Notices, in writing

Clients address:

General Director

Company


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.

Ho Chi Minh City, Viet Nam

Consultants address: Mr... Managing Director

..

.

.________________________________

42. Publication:

Unless it is expressly agreed in written by the Client, the Consultant does not have theright to publish any material related to the Services under this Agreement. This provisionis enforceable against the Consultant during term of the Agreement and after thetermination thereof.

43. Amicable Dispute Resolution: Not applicable

44. Arbitration:

Should any conflict or dispute arise out of or in connection with the execution of thisAgreement, the parties agree that they will first negotiate to settle the such conflict ordispute in goodwill. If the parties fail to reach an agreement on settlement within 30(thirty) days from the date of the declaration of default by the violated Party, such disputeshall be referred to the Vietnam International Arbitration Centre (VIAC) in Hanoi,Vietnam and shall be settled under the VIAC Rules of Arbitration by three arbitratorsdesignated in accordance with such Rules. The arbitration shall take place in Ho ChiMinh City. The language of arbitration, both verbal and written, shall be bilingual English

and Vietnames. The arbitral decision and/or award shall be final and binding upon therelated Parties.


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B. Additional Clauses:


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PROFESSIONALINDEMNITY INSURANCE

The Consultants shall submit to the Client the proof of professionalindemnity insurance for the consulting work, i.e. certified copy ofinsurance policy, within 10 (ten) days from the date of signing thisContract. Uncertified copy of the insurance policy may be acceptableprovided that the original is shown.

PROGRESS MEETING During the design stage, weekly progress meetings will be held in HoChi Minh City between the Consultant and the Client to monitor theimplementation progress.

CHECK & ACCEPTANCE-HAND OVER OF THE

DESIGN WORK

The Client will hold staged check and acceptance exercises of thedesign work according to the Decision no 17/2000/QD-BXD dated02/8/2000 of the Ministry of Construction.

The Client is responsible for, within 5 days from the full receipt ofdesign drawings, to organise the check and acceptance and handover of design documents. The Consultant is required to prepare allnecessary documents and conditions for the check and acceptanceof the design work.

The certificate of check and acceptance of the design work will be

prepared in accordance with the current regulations of the State.

SUPERVISION-IN-CHIEFDURING THE

CONSTRUCTION PERIOD

The consultant is not responsible for supervision-in-chief. Where thisservice is provided by the consultant, it would be an addition to thecontracted service which would subject to additional service fee. TheFees for additional services during the Construction Stage shall bediscussed and agreed post-tender stage.

The contracted services shall be limited to answering queries on thearchitectural construction documentation.

DIFFERENCESBETWEEN GENERAL

CONDITIONS ANDPARTICULARCONDITIONS

If there is any difference or discrepancy between the GeneralConditions and the Particular Conditions, the Particular Conditionsshall prevail.

LANGUAGE OFAGREEMENT

This agreement is made in 06 copies in English and 06 copies inVietnamese with the same tenor and effect.In the event there is any discrepancy or conflict between theVietnamese version and English version of this agreement, theVietnamese version of this agreement shall prevail.


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APPENDIX A

SCOPE OF SERVICES

A. SCOPE OF SERVICES

.will provide full Architectural Design Services through and . for theConcept Design, Design Development and Documentation Stages.

Consultancy services will thus be provided as follows :

1. Stage A Inception

1.1. Discuss the Client's requirements, including time scale and any financial limits, assessthese and give general advice on how to proceed.

1.2. The Client shall provide the project description, the brief and general requirements forthe project.

1.3. The Client shall provide detailed information about the site, including detailed surveyindicating existing buildings on the site, boundary fences and other enclosures, andany known casements, encroachments, underground services, rights of way, rights ofsupport and other relevant matters.

1.4. The Client shall provide and update statutory planning guidelines for the site andlocation, including set backs, height, site coverage, plot ratio, etc

1.5. The Consultant shall make a site visit and carry out an initial site appraisal.

1.6. The Consultant shall prepare outline schematic massing, form, general configuration,and site circulation diagrams, based on the Clients requirement in generalaccordance with the Clients planning approval as already received and The

Consultants conceptual approach.

1.7. Received Clients comments on outline proposal and amend brief accordingly.

2. Stage B Concept Design

2.1. The Consultant shall prepare concept design from the outline proposals taking intoaccount any amendment requested by the Client. Architectural Concept DesignDrawings will be prepared at appropriate scale and in sufficient detail to enable theClient to agree the spatial arrangements and appearance.

2.2. The Consultant shall provide outline information if requested to the Cost Managementconsultant to enable him to review/quantify the cost of the project.

2.3. The Consultant shall provide architectural design layouts in sufficient detail to facilitatea preliminary structural design.

2.4. Co-ordinate the architectural documentation as described, and also forward completeddocuments, duly signed by authorized professionals for any further checkingsubmissions as required.


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2.5. Make such changes or modification to the drawings, as may be necessary, arisingfrom consultations with the Client, or Clients Project Manager or Quantity Surveyor toassist in achieving approvals.

2.6. Submit drawings and documents for obtaining the formal approval of the Client beforeproceeding with the detailed design.

2.7. Prepare all necessary prints of drawings to the Client for submission to PlanningDepartment and other relevant Authorities for approval.

2.8. Assist the Client in respect of receiving approval from the relevant Authorities.

3. Stage C Design Development

3.1. The Consultant shall develop the Schematic Concept already presented, incorporatingClients feedback and comments as received

3.2. Obtain the Client's approval of type of construction, materials and standard ofworkmanship. Generally, Develop the Architectural Design and coordinate the

Structure, Building Services and the work of other specialists consultants into thedeveloped design. Advise on the need for any specialist contractors, sub-contractorsand suppliers.

3.3. Prepare drawings to illustrate the developed design. Drawings will include plans ofeach level, sections and elevations of all faade areas. The drawings shallindicate the configuration of the building at an appropriate scale, noting in outlinethe proposed materials and finishes to be utilized. The drawings will incorporatestructural elements and building engineering areas in true scale as per the developeddesign for structure and building services by others.

3.4. Provide sufficient information to the Quantity Surveyor to enable him to make any costchecks as required by the Client.

3.5. Assist the Clients Project Managers or Quantity Surveyors where appropriate on theneed for ancillary amenities, equipment, facilities and services for the Project.

3.6. Make any necessary alterations to the specification and/or drawings completed inaccordance with the instructions of the Client, if so requested by the Client.

4. Stage D Construction Documentation

4.1. Prepare working drawing package, control drawings and material specificationsin accordance with normal industry and professional standards in HoChiMinh City, all

sufficient for construction tender negotiation.

4.2. Issue architectural specifications as applicable and appropriate to theconstruction industry of Vietnam.

4.3. Review shop drawings of Curtain Wall or other specialist architectural contractorsas applicable to the working drawing package.


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4.4. Assist in the coordination of engineering design by other consultants into thearchitectural documents. The Consultants shall not make any major deviation,alteration, additions to or omission from the approved design without the priorknowledge and written consent of the Client. All instructions on variation must havethe prior written approval of the Client before issuance.

4.5. With respect to the scope of documentation necessary for the construction of theProject, the following should be noted:

a. The Consultant will provide interior design consultancy for the Main Lobby andgeneral Lift Lobby and other public areas. The Consultant services do not coverinterior design for tenant spaces including the Insurance Company and the BankEntrance Lobbies , or offices

b. Site and Preliminary Landscape Planning layouts are included in the scope ofthe work including hard landscape design, ,However, selection of plants andimplementation supervision are excluded.

c. The Consultant is not responsible for the preparation of written sub or maincontract conditions of tender.

4.6. The Consultants shall furnish soft copies of all drawings free of charge to the Client:

4.7. Review and response to Contractor design clarification enquiries relating to drawings,specifications.

4.8. Review and approval of Contractor Material Approval submissions including asassessment of both specified and alternative materials, samples and specification.

5. Stage E- Tender Documents and Award:

5.1. Prepare the working drawings and specifications as would be necessary for purpose

of inviting tenders. The working drawings and specifications shall be sufficient toshow the scope and purpose of the works to enable tenderers to tender for andconstruct the works. The working drawings and specifications shall comply with allregulations and requirements of Government Departments and/or Statutory Bodies.

5.2. Respond to the tenderers and clarify queries regarding the drawings prepared by theArchitect issuing reasonable clarification to the tenderers if and as required by theClient.

6. Stage F- Construction Stage:

6.1 The Consultant shall answer queries on the Architectural ConstructionDocumentation, as required by the Project Manager.

6.2 The Consultant shall perform Authorship Supervision with site-visits and feedbacks onmonthly basic.

B. EXCLUSION OF SERVICES

1. Project Management

2. Tender Review


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3. Detail drawing relating to other sub-contractor, such as Curtain Wall, etc.,

4. Construction Supervision

5. Cost Management

6. Interior Design (refer to Item A.4.5.a )

7. Other Consultants services: Structural, Mechanical, and Electrical Engineering, SiteDrainage, Fire protection, Soft Landscape Design.


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.APPENDIX B

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

PERSONNEL

Not Applicable

EQUIPMENT

Not Applicable

FACILITIES

Not Applicable


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APPENDIX C

REMUNERATION AND PAYMENT

1. Fee Payment Schedule

The consultancy fee for the services as described shall be a Lump Sum DesignFee Basic. This Lump Sum shall be US Dollars, Two Hundred Thousand Only(US$200,000.00). These fee will be payable through the consultancy stages in theproportions listed in Item 2.

2. Payment of fees will be in accordance with the following schedule :

Stage A InceptionUS$25,000.00

Stage B Concept DesignUS$40,000.00

Stage C Design Development Payment 1 US$25,000.00

Payment 2 US$25,000.00


Stage D Construction Documentation Payment 1 US$25,000.00

Payment 2US$25,000.00


Stage E Tender Procedure and AwardUS$25,000.00

Stage F Construction StageUS$15,000.00

TotalUS$250,000.00


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