model agreement document-rev2

8/13/2019 Model Agreement Document-rev2

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Grams: TECHNOLOGYE Mail: [email protected]

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JAWAHARLAL NEHRU TECHNOLOGICAL UNIVERSITY HYDERABAD(Established by Andhra Pradesh Act No.30 of 2008)

u3atpall45 H46era7a6 ' +)) )0+5 8n6!ra ra6es! 9n6ia;

AGREEMENT

For Providing

ARCHITECTURAL & STRUCTURALCONSULTANCY SERVICES

Agreement No. NTUH!E"!#ICS! !$%$'( ")te* ' '$%(

A+AHARLAL NEHRU TECHNOLOGICAL UNIVERSITY

,U,ATPALLY- HY"ERA#A"' %% %/- AN"HRA PRA"ESH 0IN"IA1

P2one No. %3% 4$(/55- $(/553- F)6 No. * %3% 4 (5/3

CONSULTANTS CHIEF ENGINEER


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I N D E X

NO DETAILS Page No.1. INDEX

2.

A) Consulting Seri!es

B) Ter"s o# Re#eren!e

C) Gener$l Con%itions o# Contr$!t



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AGREEMENT

This agreement made on the 19-12-2012 between the

A+AHARLAL NEHRU TECHNOLOGICAL UNIVERSITY

HY"ERA#A" (University)having its Office at Kuat!a""y #yderabad $

%00 0&% re!resented by its 'hief ngineer (here-in after ca""ed the

University) which e!ression* sha"" un"ess re!ugnant to the sub+ect or

contet or the meaning thereof* inc"ude his authori,ed re!resentatives

and ssignees on the first !art*

AN"

M!7 88888888888888888888888888888888888888888- ('onsu"tants)

having their registered office at re!resented by their authori,ed

!artner* (here-in after ca""ed the 'onsu"tant) which e!ression* sha""

un"ess re!ugnant to sub+ect or contet or the meaning thereof* inc"ude



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their !artners and administrators re!resentatives and !ermitted

assignees on the second !art.

CONSULTING SERVICES

'onsu"tant / M!788888888888888888888888888888 0Con79:t)nt71

SNo

S9; ?or@1 E7tim)tedCo7t

Period o>?or@

1

I1 et out be"ow are the terms and conditions under which M!7

888888888888

88888888888888888888888888888888888888888888888888888888888888 *have agreed to carry out for TU# the above mentioned

assignment s!ecified in the attached Terms of 3eference.

1. 4or administrative !ur!oses 'hief ngineer* TU# has

been assigned to administer the assignment and to

!rovide the consu"tant with a"" re"evant information

needs to carry out the assignment. The services wi"" be

re5uired for wors for the wors as referred above and

for a !eriod as mentioned above from the agreement

date.

2. The 'hief ngineer* TU# may find it necessary to

!ost!one or cance" the assignment and 6 or shorten or

etend its duration. #owever* every effort wi"" be made

to give you* as ear"y as !ossib"e* notice of any such

changes. 7n the event of termination* the Con79:t)nt7-

sha"" be !aid for the services rendered for carrying out

the assignment to the date of termination* and the

Con79:t)nt7- wi"" !rovide the 'hief ngineer* TU#with any re!orts or !arts thereof* or any other

information and documentation gathered under this

greement !rior to the date of termination. 7n the rare

circumstances if the wor cannot be grounded for

reasons beyond the contro" of the University. The



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'onsu"tants sha"" be !aid %08 u! to the stage of

services he has com!"eted.

. The service to be !erformed* the estimated time to be

s!ent* and the re!orts to be submitted wi"" be in

accordance with the attached.

:. This agreement its meaning and inter!retation and the

re"ation between the !arties wi"" be governed by the

"aws of Union of 7ndia.

%. This greement wi"" become effective u!on confirmation

of this "etter on beha"f of Con79:t)nt7- and wi""

terminate as and when the wor is com!"eted or such

other date as mutua""y agreed between the 'hief

ngineer* TU# and Con79:t)nt7.

II1The 'hief ngineer* TU# wi"" !ay the consu"tancy charges to

Con79:t)nt7-!ayab"e within 0 days on recei!t of invoice asfo""ows/

1. fter a!!rova" of schematic drawings ; submissionof

.T.

2. fter a!!rova" of tructura" ?rawings 1%8> .T.

. fter a!!rova" of woring ?rawings 1%8 >.T.

:. fter a!!rova" of water su!!"y ;

?rainage* "ectrica" ?rawings 1%8 >.T.

%. fter com!"etion of 3'' structure wors 208 >.T.

@. fter com!"etion of wor 208 >.T.

III1 The above fee inc"udes a"" the costs re"ated to carrying outthe services* inc"uding overhead and any other taes im!osed on

Con79:t)nt7 wi"" be res!onsib"e for a!!ro!riate insurance

coverage. 7n this regard* the Con79:t)nt7 sha"" maintain

worers com!ensation* em!"oyment "iabi"ity insurance* for their

staff on the assignment. The rchitects sha"" a"so maintain

com!rehensive genera" "iabi"ity insurance* inc"uding contractua"



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"iabi"ity coverage ade5uate to cover the indemnity of ob"igation

against a"" damage costs ; charges ; e!enses for in+ury to any

!erson or damage to any !ro!erty arising out or* in connection

with the services which resu"ts from the fau"t of the rchitects or

it staff. The Con79:t)nt7 sha"" !rovide the 'hief ngineer* TU#

with certification thereof u!on re5uest.

IV1 The Con79:t)nt7 indemnify and ho"d harm"ess the 'hief

ngineer* TU# against any and a"" c"aims* demands and 6 or

+udgments of any nature brought against the 'hief ngineer*

TU# arising out of the services by Con79:t)nt7- under this

greement. The ob"igation under this !aragra!h sha"" survive the

termination of this agreement.

V1The rchitects agree that any manufacturing or construction

form with which they might be associated it wi"" not be e"igib"e to

!artici!ate in bidding for any goods or wors resu"ting from orassociated with the !ro+ect of which this consu"ting agreement

forms a !art.

VI1 "" fina" !"ans* drawings* s!ecification* designs* re!orts and

other documents or soft ware submitted by the Con79:t)nt7-in

the !erformance of the service sha"" become and remain the

!ro!erty of the 'hief ngineer* TU#. The rchitects may retain

a co!y of such documents but sha"" not use them for !ur!ose

unre"ated to this contract without the !rior written a!!rova" of

the 'hief ngineer* TU# (i.e. a"" origina" tracings sha"" be

furnished to the University after the wor is com!"eted).

VII1 The rchitect undertae to carry out the assignment in

accordance with the highest standard of !rofessiona" and ethica"

com!etence and integrity* having due regard to the nature and

!ur!ose of the assignment and to ensure that the staff assigned

to !erform the services under this agreement* wi"" conduct

themse"ves in a manner consistent herewith.

VIII1 The Con79:t)nt7- sha"" !ay the taes* duties fee* "evies

and other im!ositions "evied under the a!!"icab"e "aw and the

c"ient sha"" !erform such duties in this regard to the deduction of

such ta as may be "awfu""y im!osed.



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I1 The Con79:t)nt7 a"so agree that a"" now"edge and

information not within the !ub"ic domain which may ac5uired

during the carrying out of this agreement* sha"" be* for a""

time and for a"" !ur!ose* regard as strict"y confidentia" and he"d

in confidence* and sha"" not be direct"y or indirect"y disc"osed to

any !erson whatsoever* ece!t with the written !ermission of

the 'hief ngineer* TU#* Kuat!a""y* #yderabad.

A"ace / for Con79:t)nt7.

?ate / (ignature of uthori,ed3e!resentative

on beha"f 'onsu"tant)

(ignature ; ame ofthe

'"ientBs3e!resentative)

ttached / Terms of 3eference.



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TERMS OF REFERENCE

O#ECTIVES*The 'onsu"tants are re5uired to !re!are detai"ed

!"ans* estimates* structura" designs for a"" 'ivi"* "ectrica"* water

su!!"y and sanitary arrangements and site deve"o!ment !"ans in

res!ect of the bui"dings and to !re!are bid documents.

$. TAS,S TO #E CARRIE" OUT* rchitectura" and tructura"

ngineering 'onsu"tancy services to be given by the 'onsu"tants

sha"" be as under.

0)1 PreB)r)tion o> 7@et=2 B:)n7*

0i1 Are!are !re"iminary draft "ine setches with in the area of

"imitations !rescribed ; a"so !re!are notes sufficient to

e!"ain the rchitects genera" understanding of the

re5uirements furnished to them so as to ensure economica"

and functiona" design conce!t.0ii1 ?iscuss the draft setches with the 'hief ngineer and the

University ngineer of TU# and mae such modifications as

suggested.

0;1 Pre:imin)r dr)?ing7 *

0i1 Are!are a detai"ed "ayout !"an showing contours* invert "eve"s

wherever necessary together with the etensions and roads

!ro!osed. The detai"ed !"an sha"" inc"ude a"" necessary data

re"ating to the eisting uti"ity services streets* !avements

ad+oining !ro!erties and boundaries.

0ii1 Are!are !re"iminary designs for the !ro!osed bui"dings. The

!re"iminary rchitectura" designs shou"d indicate to the same

sca"e* the "ayout of furniture !ro!osed to be !"aced in the

rooms6waiting areas.

0iii1 Aartici!ate in the discussions with the University uthorities

for c"earing the !re"iminary designs from their side. The

modifications re5uired may have to be carried out.

0=1 +or@ing dr)?ing7 *

0i1 Ar=2ite=t9r): & Str9=t9r): dr)?ing7 *fter fina"i,ation of

the !re"iminary designs wor in !re!aration of detai"edrchitectura" drawings with !"ans* e"evations* sections detai"s

of +oinery* staircases* rai"ing and standard amenities etc.* and

a"" the re"evant detai"s necessary for eecution of wor has to

be taen u!.

0ii1 E:e=tri=): :)o9t7 *Are!aration of e"ectrica" "ayouts showing

the entire distribution system inc"uding interna" and eterna"



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e"ectrification detai"s* designs of substation and generators

etc.*

0iii1 S)nit)r )nd ?)ter 79BB: :) o9t7 * u!!"y of "ayouts

showing the above !i!e "ines as we"" as detai"ed drawings for

eecution of wor. terna" system for water su!!"y and

drawings arrangements* designs* of eterna" drainage and

sewerage dis!osa" systems and garbage dis!osa" system.0iv1 Me=2)ni=): Servi=e7 * Are!aration of schematic drawings

for cei"ings 5uotations from various "ift agencies and air

conditioning firms.

0v1 Are!aration of schematic !ro!osa"s showing !rovision to meet

re5uirements for fire fighting re"ations and

0vi1 L)nd7=)Bing dr)?ing7 * ?rawings showing areas to be

"andsca!ed* water bodies etc.*

"" the re5uired detai"s shou"d be shown in the site deve"o!ment

!"ans.

0d1 E7tim)te7 )nd Str9=t9r): "e7ign7*0i1 Are!are detai"ed estimates and s!ecification for the bui"dings

inc"uding a"" interna" and eterna" services* such as* water

su!!"y* sanitary* sanitary and e"ectrica". terna" drainage*

sewerage and garbage dis!osa" systems. ?ata or item rates

shou"d be wored out fo""owing the 3 of AC?* 3;< and A#.

0ii1 Are!are detai"ed structura" ana"ysis* designs and structura"

drawings fo""owing re"evant 7 'odes.

0e1 #i; "o=9ment7*

0i1 Are!are bid documents after obtaining standard form of bid

documents from the University. Ten sets of bid documents

sha"" be !re!ared and su!!"ied as a !art of the contract.

0>1 Site In7Be=tion*

'onsu"tants sha"" ins!ect the wors !eriodica""y to a!!raise

themse"ves of !ro!er inter!retation of designs* drawings and their

im!"ementation. ?uring construction the 'onsu"tants sha"" visit the

sites !eriodica""y at different stages of construction and at"east once in

a month during finishing stage. The consu"tant shou"d mae si free

visits to the sites. The actua" trave" e!enditure for the additiona" visits

as !er the re5uest wi"" be reimbursed.

(. S=2ed9:e >or =omB:etion o> t)7@7*

0i1etch A"ans / 1% days from the date of award ofconsu"tancy.



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0ii1Are"iminary ?esigns / 1% days from the date of obtainingc"earance for the setch !"ans.0iii1Coring drawings (fina" drawings) / 21 days from the date ofa!!rova" of

drawings by theUniversity.0iv1stimates and tructura" / 21 days from the date of designs to the

woring drawings.0v1


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5. The University has the o!tion to do by itse"f or to su!!"ement to

any other agency any of the above items of there is de"ay on

the !art of consu"tant in furnishing them* du"y deducting the

!ayment for that item of wor. 4or any de"ays in com!"etion

the tass stated in c"ause- above* by the 'onsu"tants the

University reserves the tight to im!ose a !ena"ty for each day of de"ay*as fo""ows 3s. %006- !er day.

D. FEES*

The University agrees to !ay to the consu"tantBs fee at 1.:08 >

service ta on the origina" estimate cost* which inc"udes cost of

civi" wors* water su!!"y and sanitary* e"ectrica" wors or 'D

which ever is "ower. rchitects fee for the rchitectura" and

ngineering !rofessiona" services to be rendered by the

rchitects in re"ation to the said wor as sti!u"ated '"ause-*

here-in-after ca""ed the E4F. The fee inc"udes site visits to

various cam!uses sites.

D. $ The University agrees to !ay to the consu"tantBs fee at 1.2%8>

service ta on the origina" estimate cost* which inc"udes cost of

civi" wors* water su!!"y and sanitary* e"ectrica" wors or 'D

which ever is "ess for simi"ar wors in the same cam!us and

simi"ar wors in the other cam!us.

/. Term7 o> P)ment.

1. fter a!!rova" of schematic drawings ; submissionof

.T.

2. fter a!!rova" of tructura" ?rawings 1%8> .T.

. fter a!!rova" of woring ?rawings 1%8 >.T.

:. fter a!!rova" of water su!!"y ;

?rainage* "ectrica" ?rawings 1%8 >.T.

%. fter com!"etion of 3'' structure wors 208 >.T.

@. fter com!"etion of wor 208 >.T.



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. users meeting wi"" be convened com!rising the fo""owing!ersonne"* so that any changes and6or deviations can beincor!orated in the !"anning stage itse"f.

0)1 'hief ngineer

0;1 University ngineer0=1 Aro+ect ngineer6?y. ecutive ngineer

%. Revie? reBort7*

review committee consisting of fo""owing Officers of theUniversity wi"" review a"" re!orts of the rchitects (7nce!tion* !rogress*intermediate and draft fina") and suggest any modifications6changesconsidered necessary with in 1% days of the recei!t.

0)1 'hief ngineer

0;1 University ngineer0=1 Aro+ect ngineer6?y. ecutive ngineer



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GENERAL CON"ITIONS OF CONTRACT

. "e>inition7*

Un"ess the contet otherwise re5uires* the fo""owing terms whenever

used in this contract have the fo""owing meanings/

a) E!!"icab"e Gaw/ means the "aws and any other instruments having the

force of "aw in the HovernmentBs country (or in such other country asmay be s!ecified)* as they may be issued and in force from time to timeI

b) E


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o) Eub-'onsu"tantF means any entity to which the 'onsu"tants sub

contract any !art of the ervices in accordance with the !rovisions of

H''I and

!) EThird AartyF means any !erson or entity other than the Hovernment*

the '"ient* the 'onsu"tants or a ub-consu"tant

5) The consu"tants sha"" invariab"y fo""ow a"" bui"dings and design codesinc"uding


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.5.$ otice wi"" be deemed to be effective as s!ecified in the '.

.5.( !arty may change its address for notice hereunder by giving the

other Aarty notice of such change !ursuant to the !rovisions "isted in the

' with res!ect to '"ause [email protected]. of Henera" 'onditions of 'ontract.

.D Lo=)tion

The services sha"" be !erformed at such "ocations as are s!ecified inco!e of CorB hereto and* where the "ocation of a !articu"ar tas is not

so s!ecified* at such "ocations* as the '"ient may a!!rove.

./ A9t2orit o> Mem;er in C2)rge

7n case the 'onsu"tants consist of a +oint venture of more than one

entity* the Jembers hereby authori,e the entity s!ecified in the ' to

act on their beha"f in eercising a"" the 'onsu"tants rights and ob"igations

towards the '"ient under this 'ontract* inc"uding without "imitation the

receiving of instructions and !ayments from the '"ient.. A9t2oried ReBre7ent)tive7

ny action re5uired or !ermitted to be taen* and any document

re5uired or !ermitted to be eecuted* under this 'ontract by the '"ient

or the 'onsu"tants may be taen or eecuted by the officia"s s!ecified in

the '.

.% T)6e7 )nd "9tie7

?uring the currency of the contract deduction of income ta at 2.008

sha"" be made from the gross va"ue of each bi"" of the contract* thecontract va"ue of which is in ecess of 3s.10*0006- for deduction of ta at

rates "ower than 2.008 !rocedure sti!u"ated under section 19:-'(:) of

7ncome Ta ct* 19@1 sha"" be fo""owed. ervice Ta at 12.@8 sha"" be

recovered from the Hross va"ue of each bi"" of the contract other

a!!"icab"e taes sha"" be recovered.

Un"ess otherwise s!ecified in the !ecia" 'onditions* the 'onsu"tants sha""

!ay such taes* duties* fees and other im!ositions as may be "evied

under the !!"icab"e Gaw. The consu"tant fee is inc"usive of a"" a!!"icab"eservice* cess and taes as !rescribed by the Hovernment of 7ndia.

$ COMMENCEMENT- COMPLETION- MO"IFICATION & TERMINATION

OF CONTRACT*

$. E>>e=tivene77 o> Contr)=t



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This 'ontract sha"" come into force and effect on the date (the Effective

?ateF) of the '"ientBs notice to the 'onsu"tants instructing the

'onsu"tants to being carrying out the ervices. This notice sha"" confirm

that the effectiveness conditions* if any "isted in the ' have been met.

$.$ Termin)tion o> Contr)=t >or F)i:9re to #e=ome E>>e=tive

7f this 'ontract has not become effective within such time !eriod afterthe date of the 'ontract signed by the Aarties as sha"" be s!ecified in the

!ecia" 'ondition* by not "ess than four (:) wees written notice to the

other Aarty* dec"are this 'ontract to be nu"" and void* and in the event of

such a dec"aration by either Aarty* neither Aarty sha"" have any c"aim

against the other Aarty with res!ect hereto.

$.( Commen=ement o> Servi=e7

The 'onsu"tants sha"" abide by the time !eriod after the ffective ?ate

as s!ecified in the s!ecia" conditions fai"ing which the consu"tants stands"iab"e for !ena" action such as recommendation for cance""ation of the

"icense of 'ounci" of rchitects6Junici!a" uthorities.

$.3 E6Bir)tion o> Contr)=t

Un"ess terminated ear"ier !ursuant to '"ause 2.& of Henera" 'onditions

of 'ontract hereof* this 'ontract sha"" e!ire when services have been

com!"eted and a"" !ayments inc"uding !erformance security have been

made at the end of such time !eriod after the ffective ?ate as sha"" be

s!ecified in the '.$. Entire Agreement

This 'ontract contains a"" covenants* sti!u"ations and !rovisions agreed

by the Aarties. o agent or re!resentative of either Aarty has authority

to mae* and the Aarties sha"" not be bound by or be "iab"e for* any

statement* re!resentation* !romise or agreement not set forth herein.

$.5 Modi>i=)tion

Jodification of the terms and conditions of this 'ontract* inc"uding any

modification of the sco!e of the ervices* may on"y be made by writtenagreement between the Aarties and sha"" not be effective unti" the

consent of the


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$.D For=e M)


18/28


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". ESTIMATE STAGE*

i. To !re!are estimate for the sco!e of wor as !er the drawings

a!!roved given as !er the !re"iminary setch designs* ade5uate to

de!ict the sa"ient features of the !ro+ect and submit the same for

a!!rova" of the em!"oyer. The consu"tant sha"" obtain !rior

a!!rova" for technica" s!ecifications being !ro!osed in theestimate stage.

ii. To !re!are stimates* detai"ed


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The consu"ting architects sha"" not mae any change in

design6drawing* which may have any financia" im!"ication* without

the !rior consent of the em!"oyer.

$.D. P)ment7

Aayments sha"" be made as !er agreed terms ; conditions

communicated by ?irector*


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c"ause 2.& of Henera" 'onditions of 'ontract herein above* within thirty

(0) days of recei!t of such notice of sus!ension or within such further

!eriod as the '"ient may have subse5uent"y a!!roved in writingI

b) if the 'onsu"tants become (or* if the 'onsu"tants consist of more than

one entity* if any of their members becomes) inso"vent or banru!t or

enter into any agreements with their creditors for re"ief of debt or taeadvantage of any "aw for the benefit of debtors or go into "i5uidation or

receivershi! whether com!u"sory or vo"untaryI

c) if the 'onsu"tants fai"s to com!"y with any fina" decision reached as a

resu"t of arbitration !roceedings !ursuant to '"ause & of Henera"

'onditions of 'ontract hereofI

d) if the 'onsu"tants submit to the '"ient a statement which has a materia"

effect on the rights* ob"igations or interests of the '"ient and which the

'onsu"tants now to be fa"seIe) if* as the resu"t of 4orce Ja+eure* the 'onsu"tants are unab"e to !erform

a materia" !ortion of the ervices for a !eriod of not "ess than sity (@0)

daysI or

f) if the c"ient* in its so"e discretion and for any reason whatsoever* decides

to terminates this contract.

g) 7f the 'onsu"tant* in the +udgment of the '"ient has engaged in corru!t or

fraudu"ent !ractices in com!eting for or in eecuting the 'ontract* for

the !ur!ose of this '"ause/E'orru!t !racticeF means the offering* giving* receiving or so"iciting of

anything of va"ue to inf"uence the action of a !ub"ic officia" in the

se"ection !rocess or in contract eecution.

Efraudu"ent !racticeF means a misre!resentation of facts in order to

inf"uence a se"ection !rocess or the eecution of a contract to the

detriment of the


22/28

events s!ecified in !aragra!hs (a) through (d) of this '"ause 2.&.1 of

Henera" 'onditions of 'ontract terminate this 'ontract.

a) if the c"ient fai"s to !ay any money due to the consu"tants !ursuant to

this contract and not sub+ect to dis!ute !ursuant to '"ause & hereof

within forty-five (:%) days after receiving written notice from the

consu"tants that such !ayment is overdueIb) if the c"ient is in materia" breach of its ob"igation !ursuant to this

contract and has not remedied the same within forty five (:%) days (or

such "onger !eriod as the consu"tants may have subse5uent"y a!!roved

in writing ) fo""owing the recei!t by the c"ient of the consu"tants notice

s!ecifying such breachI

c) if* as the resu"t of 4orce Ja+eure* the 'onsu"tants are unab"e to !erform

a materia" !ortion of the services for a !eriod of not "ess than sity (@0)

daysI ord) if the c"ient fai"s to com!"y with any fina" decision reached as a resu"t of

arbitration !ursuant to '"ause & of Henera" 'onditions of 'ontract

hereofI

$./.( Ce77)tion o> Rig2t7 )nd O;:ig)tion7

U!on termination of this 'ontract !ursuant to '"auses 2.2 or 2.& of

Henera" 'onditions of 'ontract hereof* or u!on e!iration of this

'ontract !ursuant to '"ause 2.: of Henera" 'onditions of 'ontract

hereof* a"" rights and ob"igations of the !arties hereunder sha"" cease*ece!tI

uch rights and ob"igations as may have accrued on the date of

termination or e!irationI

The ob"igation of confidentia"ity set forth in '"ause .1 of Henera"

'onditions of 'ontract hereofI

The consu"tants ob"igation to !ermit ins!ection* co!ying and auditing of

their accounts and records set forth in '"ause .: of Henera" 'onditions

of 'ontract andny right which a Aarty may have under the !!"icab"e Gaw.

(. Con>identi):it*

The 'onsu"tants* their sub-consu"tants and the Aersonne" of either of

them sha"" not* either during the term or within two (2) years after the

e!iration of this 'ontract* disc"ose any !ro!rietary or confidentia"



23/28

information re"ating to the Aro+ect* the ervices* this 'ontract or the

'"ientBs business or o!erations without the !rior written consent of the

'"ient.

(.$ Li);i:it o> t2e Con79:t)nt7*

ub+ect to additiona" !rovisions* if any* set forth in the '* the

'onsu"tantBs "iabi"ity under this 'ontract sha"" be as !rovided by the!!"icab"e Gaw.

$.( Con79:t)nt7 A=tion7 re9iring =:ient7 Brior )BBrov):

The 'onsu"tants sha"" obtain the c"ientBs !rior a!!rova" in writing before

taing any of the fo""owing actions/

a) a!!oint such members of the Aersonne" as are "isted in 4orm $ 7DB

(E'onsu"tantBs sub-consu"tants and Key Aersonne")I

b) entering into a sub-contract for the !erformance of any !art of the

ervices* it being understood (7) that the se"ection of the sub-consu"tantand the terms and conditions of the sub-contract sha"" have been

a!!roved in writing by the c"ient !rior to the eecution of the sub-

contract* (ii) that the consu"tants sha"" remain fu""y "iab"e for the

!erformance of the ervices by the sub-consu"tant and its Aersonne"

!ursuant to this contractI and (iii) sha"" !ermit the

t2e =:ient

"" !"ans* drawings* s!ecifications* designs* re!orts* other documentsand software !re!ared by the 'onsu"tants for the c"ient under this

contract sha"" become and remain the !ro!erty of the c"ient* and the

consu"tants sha""* not "ater than u!on termination or e!iration of this

contract de"iver a"" such documents to the c"ient* together with a

detai"ed inventory thereof. The consu"tants may retain a co!y of such



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documents and software. 3estrictions about the future use of these

documents and software* if any sha"" be s!ecified in the '.

(.5 E9iBment )nd m)teri): >9rni72ed ; t2e C:ient

5ui!ment and materia"s made avai"ab"e to the consu"tants by the

c"ient* or !urchased by the consu"tants with funds !rovided by the c"ient*

sha"" be the !ro!erty of the c"ient and sha"" be mared according"y.U!on termination or e!iration of this contract* the consu"tants sha""

mae avai"ab"e to the c"ient an inventory of such e5ui!ment and

materia"s and sha"" dis!ose of such e5ui!ment and materia"s in

accordance with the c"ientBs instructions. Chi"e in !ossession of such

e5ui!ment and materia"s* the consu"tants* un"ess otherwise instructed

by the '"ient in writing* sha"" insure them at the e!ense of the c"ient in

an amount e5ua" to their fu"" re!"acement va"ue.

3 CONSULTANTS PERSONNEL

3. Gener):

The 'onsu"tants sha"" em!"oy and !rovide such 5ua"ified and e!erience

!ersonne" as are re5uired to carry out the services.

3.$ "e7=riBtion o> Ber7onne:

a) The tit"es* agreed +ob descri!tions* minimum 5ua"ification and estimated

!eriods* of engagement in the carrying out of the services of each of the

'onsu"tantBs Key Aersonne" are described in 4orm - 7DB. 7f any of the Key!ersonne" has a"ready been a!!roved by the c"ients his6her name is

"isted as we"".

b) 7f re5uired to com!"y with the !rovisions re"evant of '"auses of this

'ontract* ad+ustments with res!ect to the estimated !eriods of

engagement of Key Aersonne" set forth in 4orm - 7DB may be made by

the 'onsu"tants by written notice to the '"ient* !rovided (7) that such

ad+ustments sha"" not a"ter the origina""y estimated !eriod of

engagement of any individua" by more than 108 or one wee*whichever is "arger* and (ii) that the aggregate of such ad+ustments sha""

not cause !ayments under this 'ontract to eceed the cei"ings set forth

in '"ause @.1 (b) of Henera" 'onditions of 'ontract of this 'ontract. ny

other such ad+ustments sha"" on"y be made with the '"ientBs written

a!!rova".



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c) 7f additiona" wor is re5uired beyond the sco!e of the ervices s!ecified

in co!e of CorB* the estimated !eriods of engagement of Key

Aersonne" set forth in 4orm - 7DB may be increased by agreement in

writing between the c"ient and the 'onsu"tants* !rovided that any such

increase sha"" not* ece!t as otherwise agreed* cause !ayments under

this 'ontract to eceed the cei"ings set forth.3.( ABBrov): o> Per7onne:*

The Key Aersonne" and ub-consu"tants "isted by tit"e as we"" as by name

in 4orm - 7DB are hereby a!!roved by the c"ient. 7n res!ect of other Key

Aersonne" which the consu"tants !ro!ose to use in the carrying out of

the ervices* the 'onsu"tants sha"" submit to the c"ient for review and

a!!rova" a co!y of their biogra!hica" data and (in the case of ey

!ersonne" to be used within the country of the Hovernment). 7f the

'"ient does not ob+ect in writing (stating the reasons for the ob+ection)within twenty-one (21) ca"endar days from the date of recei!t of such

biogra!hica" data and (if a!!"icab"e) such certificate* such ey !ersonne"

sha"" be deemed to have been a!!roved by the c"ient.

3.3 Remov): )nd ! or ReB:)=ement o> Per7onne:

a) ce!t as the '"ient may otherwise agree* no changes sha"" be made in

the Key !ersonne". 7f* for any reason beyond the reasonab"e contro" of

the 'onsu"tants* it becomes necessary to re!"ace any of the Aersonne"*

the consu"tants sha"" forthwith !rovide as a re!"acement a !erson ofe5uiva"ent or better 5ua"ified.

b) 7f the '"ient (i) finds that any of the Aersonne" has committed serious

misconduct or has been charged with having committed a crimina"

action* or (ii) has reasonab"e cause to be dissatisfied with the

!erformance of any of the !ersonne"* then the consu"tants sha""* at the

c"ientBs written re5uest s!ecifying the grounds therefore* forthwith

!rovide as a re!"acement a !erson better 5ua"ified and e!erience

acce!tab"e to the '"ient.c) ny of the Aersonne" !rovided as a re!"acement under '"auses (a) and

(b) above* the rate of remuneration a!!"icab"e to such !erson* the

consu"tant sha"" borne a"" such remuneration at his own cost.

3. Re7ident Pro


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7f re5uired by the '* the 'onsu"tants sha"" ensure that at a"" times

during the 'onsu"tantBs !erformance of the ervices in the

HovernmentBs country a resident !ro+ect manager* acce!tab"e to the

'"ient* sha"" tae charge of the !erformance of such ervices.

O#LIGATIONS OF THE CLIENT

. A77i7t)n=e )nd E6emBtion7Un"ess otherwise s!ecified in the '* the '"ient sha"" use its best efforts

to ensure that the Hovernment sha""/

a) !rovide the 'onsu"tants* ub-consu"tants and Aersonne" with wor

!ermits and such other documents as sha"" be necessary to enab"e the

'onsu"tants* ub-consu"tants or Aersonne" to !erform the ervicesI

b) ssist the 'onsu"tants and the Aersonne" and any ub-consu"tants

em!"oyed by the 'onsu"tants for the ervices from any re5uirement to

register or obtain any !ermit to !ractice their !rofession or to estab"ishthemse"ves either individua""y or as a cor!orate entity according to the

!!"icab"e GawI

c) Arovide to the 'onsu"tants* ub-consu"tants and Aersonne" any such

other assistance as may be s!ecified in the '.

.$ A==e77 to Site

The '"ient warrants that the 'onsu"tants sha"" have* free of charge*

unim!eded access to the !ro!osed site in the HovernmentBs country in

res!ect of which access is re5uired for the !erformance of the ervices.The 'onsu"tant wi"" be res!onsib"e for any damage to such "and or any

!ro!erty thereon resu"ting from such access and wi"" indemnify the

'"ient and each of the Aersonne" in res!ect of "iabi"ity for any such

damage* un"ess such damage is caused by the defau"t or neg"igence of

the 'onsu"tants or any sub-consu"tant or the Aersonne" of either of them.

.( C2)nge in t2e ABB:i=);:e L)?*

7f* after the date of this 'ontract* there is any change in the !!"icab"e

Gaw with res!ect to taes and duties which increased or decreases thecost or reimbursab"e e!enses incurred by the 'onsu"tants in !erforming

the ervices* then the remuneration and reimbursab"e e!enses

otherwise !ayab"e to the 'onsu"tants under this 'ontract sha"" be

increased or decreased according"y by agreement between the Aarties

hereto* and corres!onding ad+ustments sha"" be made to the cei"ing



27/28

amounts s!ecified. ny change in the a!!"icab"e "aw during the currency

of the agreement henceforth wi"" be a!!"icab"e

.3 P)ment

7n consideration of the ervices !erformed by the 'onsu"tants under this

contract* the '"ient sha"" mae to the 'onsu"tants such !ayments and in

such manner as is !rovided E"sewhereF of this contract.5 FAIRNESS AN" GOO" FAITH

5. Good F)it2

The Aarties undertae to act in good faith with res!ect to each otherBs

rights under this 'ontract and to ado!t a"" reasonab"e measures to

ensure the rea"i,ation of the ob+ectives of this contract.

5.$ OBer)tion o> t2e Contr)=t

The Aarties recogni,e that it is im!ractica" in this 'ontract to !rovide for

every contingency which may arise during the "ife of the 'ontract* andthe Aarties hereby agree that it is their intention that this 'ontract sha""

o!erate fair"y as between them* and without detriment to the interest of

either of them* and that* if during the term of this 'ontract either Aarty

be"ieves that this 'ontract is o!erating unfair"y* the Aarties wi"" use their

best efforts to agree on such action as may be necessary to remove the

cause or causes of such unfairness* but no fai"ure to agree on any

action !ursuant to this '"ause sha"" give rise to a dis!ute sub+ect to

arbitration in accordance with '"ause H' & hereof.D SETTLEMENT OF "ISUPUTES

D. Ami=);:e Sett:ement

The Aarties sha"" use their best efforts to sett"e amicab"y a"" dis!utes

arising out of our in connection with this 'ontract or the inter!retation

thereof.

#owever* ece!t as otherwise !roviding in the contract* any dis!utes

and differences arising out of or re"ating to the contract sha"" be referred

to ad+udication as fo""ows/). Sett:ement o> ):: =:)im7 9B to R7.%-%%%!' in v):9e )nd ;e:o? ;

?) o> )r;itr)tion to ;e re>erred )7 >o::o?7*

'"aims u! to 3s.10*0006- in va"ue 'hief ngineer* TU# .'"aims above 3s.10*0006- and u! to%0*0006- in va"ue

'hief ngineer (3;


28/28

;. Sett:ement o> ):: =:)im7 );ove R7.%-%%%!' in v):9e

"" c"aims above 3s.%0*0006- in va"ue sha"" be decided by the 'ivi" 'ourt

of com!etent +urisdiction by way of regu"ar civi" suit and not by

arbitration.

/. Ar;itr)tion

The arbitration !roceedings wi"" be conducted in accordance with the!rovisions of the rbitration ct* 19:0 and as amended from time to

time. The arbitrator sha"" invariab"y give reasons in the award.

reference for ad+udication under this c"auses sha"" be made by either

!arty to the contract within si months from the date of intimating the

contractor of the !re!aration of fina" bi"" or his having acce!ted !ayment

which ever is ear"ier.

model agreement document-rev2

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