FORM OF AGREEMENT BETWEEN

CLIENT AND CONSULTANT FOR

SERVICES OF CONSULTANCY

This Agreement made the ............................... (day) day of ........................ (month) 20 .............. (year)

between ............................................................................................................................................... .

of ........................................................................................................................................................ .

(Hereinafter called "the Client") of one part

and ..................................................................................................................................................... .

of ...................................................................................................................................................... .

(Hereinafter called "the Consultant") of the other part.

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

.................................... and has accepted a proposal by the Consultant for the performance of such
services.

Now this Agreement witness 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 Agreement hereinafter
referred to.

2. The following documents shall be deemed to form and be read and construed as part of this
Agreement, and the priority of the documents shall be:

a) The Letter of Acceptance;

b) The Conditions of the Client / Consultant Agreement (Part I - Standard Conditions and
Part II - Conditions of Particular Application );

c) Accepted Technical and Financial Proposals;

d) The Appendices, namely:

Appendix A - General Scope of Services and Terms of reference specifically for this Project

Appendix B - Remuneration and Payment

3. In consideration of the payments to be made by the Client to the Consultant as hereinafter
mentioned the Consultant hereby agrees with the Client to perform the Services in . conformity
with the provisions of the Agreement.

4. The Client hereby agrees to pay the Consultant in consideration of the performance of the
Services such amounts as may become payable under the provisions of the Agreement at the
times and in the manner prescribed by the Agreement.

In witness whereof the parties hereto have caused this Agreement to be executed in
........................ on the day, month and year first before written in accordance with laws of the
Democratic Socialist Republic of Sri Lanka.

Binding signature (s) of the Client Binding signature (s) of the

Consultant

1. ......................................................... .

2 ......................................................... .

Common seal Common seal

In the presence of In the presence of

Name Name

Signature Signature

Address Address
 STANDARD CONDITIONS OF ENGAGEMENT
PART I
GENERAL CONDITIONS

1.0 GENERAL PROVISIONS

1.1 SCOPE OF SERVICES

The services to be performed by the Consultant under this Agreement (hereinafter called
'the Services') relating to the works to be constructed (hereinafter called 'the Works') are
described in the Scope of Services and Terms of Reference set forth in Appendix A.

1.2 RELATIONSIDP BETWEEN THE PARTIES

Nothing contained herein shall be construed as establishing or creating a relationship of

master and servant or principal and agent.

1.3 LANGUAGE/S AND LAW

a) The language or languages in which contract documents shall be drawn up shall

be as stated in Part II of these Conditions of Engagement.

b) The law to which the Client and Consultant is to be subject is that of the
Democratic Socialist Republic of Sri Lanka as in effect from time to time.

1.4 CHANGES IN LEGISLATION

If subsequent to the date of this Agreement, changes to any National or State Statute,
Ordinance, Decree or other Law or any regulation or by-law of any local or other duly
constituted authority, or the introduction of any such State Statute, Ordinance, Decree,
Law, regulation or by-law which causes additional or decreased cost to the Consultant in
the performance of his Services, such additional or reduced cost shall be paid by or
credited to the Client and the agreed remuneration adjusted accordingly.

1.5 DEFINITIONS

Where the context so requires words importing the singular also include the plural and
the masculine includes the feminine and vice-versa and the references to natural persons
will include legal persons. The word 'days' denotes calendar days.

1.6 HEADINGS

The headings in these Standard Conditions of Engagement (Parts I and II) shall not be
deemed to be part thereof or be taken into consideration in the interpretation or
construction thereof or of the Agreement.
1.7 NOTICES

1. 7.1 Serving Notices

All notices under this Agreement shall be given in writing and shall be
deemed to have been given if delivered at the specific designation of the
parties as set forth in Part II of these Conditions by one of the following
means;

 personal delivery to the designated representative of each of

the Parties;

 by telegram (to be confirmed);

 by registered post;

 by facsimile transmission (to be confirmed);

1.7.2 Change of Address

Either party may change a nominated address in Part II of these Conditions

to another address by prior written notice to the other party.

2.0 COMMENCMENT, COMPLETION, ALTERATION AND TERMINATION OF

THE AGREEMENT.

2.1 AGREEMENT FOR EFFECTIVENESS

The Agreement is effective form the date of receipt by the Consultant of the Client's
Letter of Acceptance of the Consultant's Proposal or of the latest signature necessary
to complete the Formal Agreement, if any, whichever is later.

2.2 COMMENCEMENT DATE

The Consultant shall commence the Services within the period stated in Part II of
these Conditions.

2.3 COMPLETION DATE

The services shall be provided in accordance with the programme given in Clause
2.3.1 of Part II and shall be completed within the period indicated therein or as
alternatively agreed in writing between both Parties ..

2.4 ALTERATIONS

Should circumstances arise which call for modifications of the Agreement these may
be made by mutual consent given in writing.

4
2.5 ASSIGNMENT

The Consultant shall not, without the written consent of the Client, assign to any person the
benefits, other than the assignment of any monies due or to become due under this
Agreement.

The Consultant shall not, without the written consent of the Client in any way assign or
transfer the obligations of this Agreement of any part thereof.

2.6 PARTNERSHIPS

i. Addition of Partner(s)
Should the Consultant be a partnership and at any time take an additional partner or
partners he or they shall thence be deemed to be included in the expression
"Consultant".

ii. Withdrawal and / or Death of Partner (s)

Should the Consultant be a partnership, in the event of death of a partner or partners
the successor or successors and the remaining partner or partners will be severely
and jointly liable for the service agreement.

In the event of withdrawal of a partner or partners or dissolution of a partnership all

partners of the original partnership are severely and jointly liable for the service
agreement.

2.7 SINGLE OR SOLE PROPRIETORSHIP

Should the Consultant, being an individual, die or be prevented by illness or any

circumstances beyond his control from performing the obligations stipulated or implied by
this Agreement or from having it performed entirely, the Agreement terminates without
prejudice to the accrued rights of either party against the other.

The Client shall in that case pay the Consultant or his heirs, executors, administrators,
successors and permitted assignees against surrender of the documents necessary for the
continuation of the work in so far as they are available, such part of the remuneration as
corresponds to the state of the services under this Agreement, including any reimbursable
costs and those termination costs (if any) ensuing for the Consultant or his heirs executors,
administrators, successors and permitted assignees from contracts already entered into in
respect of the Agreement.

2.8. POSTPONEMENT AND TERMINATION

2.8.1 By Notice of the Client

The Client may by written notice to the Consultant at any time give prior notice of his
intention to abandon the services, in whole or in part, or terminate the services under
this Agreement. The effective date of such termination of this Agreement shall not be
less than fourteen (14) days after receipt of such notice, or such other shorter or longer
period as may be agreed between the parties. Upon receipt of such notice the Consultant
shall take immediate steps to bring the Services to a close and to reduce expenditure to a
minimum.
2.8.2 Force Majeure

The Consultant shall promptly notify the Client in writing, of any situation or event
arising from circumstances beyond his control and which he could not reasonably
foresee which makes it impossible for the Consultant to carry out in whole or in part
his obligations under this Agreement. Upon the occurrence of such a situation or event
the Services shall be deemed to be postponed for a period of time equal to that caused
by the Force Majeure and a reasonable period not exceeding 0I1e (1) month to re-
mobilize for the continuation of the Services.

Neither party shall be considered in default in the performance of his obligations

howsoever as the result of the Force Majeure which, as implied herein, shall mean acts
of God, War (declared or undeclared) riots, civil commotions, revolutions, hostilities,
strikes, epidemics, accidents, fires, floods, earthquakes, explosions, blockades, nuclear
hazards, extreme weather conditions and any force not within the control of the parties
which renders impossible the fulfillment of this Agreement.

2.8.3 Default by the Client

The Consultant may by written notice to the Client terminate the Services under this
Agreement:

(i) if he has not received payment of that part of any invoice which is
not contested within sixty (60) days of submission thereof;

(ii) if the Services have been postponed as provided for in Clause 2.8.2 and the period
of postponement has exceeded six (6) months.

2.8.4 Entitlement of Consultant upon Postponement or Termination

Upon postponement of the Service or termination services under this Agreement under
Clauses 2.8.1, 2.8.2 or 2.8.3 and subject to the obligation of the Consultant to reduce
expenditure to a minimum as
stated in Clause 2.8.1 the Consultant shall be entitled to receive the remuneration
due up to the effective date of postponement or termination and reimbursement in
full for such of the costs specified in Appendix C as shall have been incurred prior
to the effective date of such postponement or termination and for all costs
incidental to the orderly termination of the Services, including return travel, if any
of the Consultant's personnel and their dependents and transportation costs for
their effects.

Compensation to the Consultant in respect of postponement or termination shall be

agreed between the Client and the Consultant or failing agreement, shall be
referred to arbitration in accordance with clause 6 of the Agreement.

2.8.5 Default by the Consultant

The Client shall notify the Consultant, in writing, if he considers that the
Consultant is not discharging his obligations under this agreement, stating the
reasons therefor.

In the event that the Consultant does not reply to such notice within fifteen (15)
days the Client may deem the services under this Agreement terminated. In this
event the Consultant shall be entitled to receive the remuneration due for Services
rendered up to the date of notification of default and reimbursement in full for
such of the costs specified in Appendix B as shall have been properly incurred
 prior to the date of notification of default, subject to any monies due to the client
from the Consultant in the execution of this Agreement.

2.8.6 Claims for Default

Any claim for damages arising out of default and termination shall be agreed
between the Client and the Consultant or, failing agreement, shall be referred to
arbitration in accordance with clause 6 of this Agreement.

2.8.7 Rights and Liabilities of Parties

Termination of this Agreement, for whatever reason, shall not prejudice or affect
the accrued rights or claims and liabilities of either party to this Agreement.

3.0 THE RIGHTS AND DUTIES OF THE CONSULTANT

3.1 SKILL CARE AND DILIGENCE

The Consultant shall exercise all reasonable skill, care and diligence in the
performance of the Services under the Agreement and shall carry out all his
responsibilities in accordance with recognized professional standards.

3.2 IMPARTIAL ADVISER

The Consultant shall in all professional matters act as an impartial adviser to the
Client and, in so far as any of his duties are discretionary, act fairly as between the
Client and third parties.

3.3 INDIRECT PAYMENTS

The remuneration of the Consultant charged to the Client according to Appendix B

shall constitute his only remuneration in connection with this Agreement and neither
he nor his personnel shall accept any trade commission, discount, allowance or
indirect payment or other consideration in connection with or in relation to this
Agreement or to the discharge of his obligations thereunder.

3.4 ROYALTIES

The Consultant shall not have the benefit, whether directly or indirectly, of any
royalty on or of any gratuity or commission in respect of any patented or protected
article or process used on or for the purposes of this Agreement unless it is mutually
agreed in writing that he may.

3.5 PROVISION OF EXPERT TECHNICAL ADVICE AND SKILL

The Consultant will· provide all the expert technical advice and skills which are
normally required for the class of Services for which he is engaged. Where specialist
technical advice or assistance is required, beyond that committed under the Scope of
Services in Appendix A, the Consultant may with the prior written agreement of the
client arrange for the provision of such Services. The Client shall pay for all such
Services.

However, the Consultant shall retain full and unseverable responsibility for all the
Services which he is committed to render under this Agreement unless it is agreed
otherwise.
3.6 SUPERVISION OR INSPECTION OF WORK

The Consultant shall give such supervision or inspection, as agreed of the works
under construction as may be necessary to ensure that the works are being executed
in accordance with the contract, the specifications, and general professional practice.

3.7 ALTERATIONS TO DESIGN AND VARIATION INSTRUCTIONS

The Consultant when in charge of the supervision of works under the construction
contract, shall have authority to make minor alterations to design as may be
necessary or expedient, but he shall obtain the prior approval of the Client for any
modification of the design and costs of the said works and for any instruction to a
Contractor which constitutes a major variation, omission or addition to the latter's
contract as stated in Part II of these Conditions. In the event of any emergency,

however, which in the opinion of the Consultant requires immediate action in the
Client's interest the Consultant shall have authority to issue such orders as required
on behalf of and at the expense of the Client.

The Consultant must inform the Client immediately of any orders issued without
prior consent which will result in additional cost to the Client and follow up such
advice as soon as possible with an estimate of the probable cost.

3.8 CERTIFICATE OF COMPLETION

When the Consultant referred to in clause 3.7 considers that the works or an integral
part thereof has been substantially completed, which the Consultant deems capable
of being accepted, the Consultant shall give appropriate prior written notice to the
Client that such works or integral part thereof is ready for inspection and for such
final tests as may be specified. The Consultant shall make such inspection and
supervise any such tests. Upon successful completion of such tests the Consultant
shall issue a Certificate of Completion in accordance with the contract between the
Client and his Contractor.

3.9 ISSUE OF CERTIFICATES AND PAYMENTS TO CONTRACTORS AND

SUPPLIERS

The Consultant shall not be the medium of payments made on behalf of the Client to
Contractors and / or suppliers unless specifically so requested by the Client. He will,
however, issue certificates for such payments.

3.10 COPYRIGHT

The copyright of all design documents prepared by the Consultant in connection

with the Agreement rests with the Consultant. The Client shall not be entitled either
directly or indirectly to make use of these documents for the carrying out of the
Services other than under the supervision of the Consultant and/or of any additional
or similar services without prior approval of the Consultant which shall not be
unreasonably withheld.

Notwithstanding the above, in the event that the Consultant is in default under this
contract as provided in Clause 2.1 0.5 the Client shall not be limited nor require
prior approval of the Consultant in using or providing such documents to other
persons to complete the performance of the Services, provided payments for such
works have been made.
 3.11 PUBLICATION OF ARTICLES

The Consultant shall have the right, subject to the Client's approval, which shall not
be unreasonably withheld, to publish descriptive articles, with or without
illustrations, with respect to the Services either on his own account or in conjunction
with other parties concerned.

4.0 LIABILITY OF THE CONSULTANT

4.1 INDEMNIFICATION BY THE CLIENT

Notwithstanding anything herein contained to the contrary, the Client shall

indemnify and hold harmless the Consultant for and against any and all claims,
damages, expenses or costs (including those asserted by third parties) directly or
indirectly related to the Services to the extent that such claims, damages, expenses
and costs exceed in total the Consultant's liability as stated in Part II of these
Conditions, but not exceeding 100% of the Consultant's fee.

This indemnification and hold harmless by the Client shall not apply in cases where
such claims, damages and expenses arise from deliberate default or reckless
misconduct of the Consultant.

4.2 The expiry of the liability of the Consultant shall be as defined in Part II of these
Conditions.

4.3 The Consultant shall be liable for any violation of legal provisions or rights of
third parties in respect of patents and/or copyright introduced into documents
prepared by him.

4.4 Unless notice to the contrary is given in writing by the Client, the Consultant
shall, at the Client's expense, take out and maintain, on terms and conditions
approved by the Client, insurance against third party liability and against loss of or
damage to equipment purchased, with funds provided by the Client, for the sole use
of the Consultant in the execution of the services, provided that the Consultant shall
use his best efforts to maintain at his own cost, reasonable professional liability
coverage.

The Client undertakes no responsibility in respect of life, accident, travel or any other
insurance coverage for employees or sub-contractors of the Consultant or for the
dependents of any such persons as may travel within- or to Sri Lanka or elsewhere
for the purposes of the services.

4.5 RESTRICTION OF LIABILITY

The Consultant has no liability whatsoever for any part of the works not designed by
him or not under his responsibility unless due to decisions taken and directives given
by the Consultant in the course of carrying out the Services.
4.6 DAMAGES RESULTING FROM ACTS BY CLIENT, CONTRACTOR OR
SUPPLIERS

The Consultant has no liability whatsoever for any damage resulting from any act of
the Client, the Contractors or the Suppliers which is not covered by the Scope of
Services or the Consultant's instructions or written advice.

5.0 OBLIGATIONS OF THE CLIENT

5.1 FURNISH DATA AND INFORMATION

The Client shall furnish without charge and within a reasonable time all pertinent
data and information available to him and shall give such assistance as shall
reasonably be required by the Consultant for the carrying out of his duties under this
Agreement. The Consultant shall be entitled to rely upon the accuracy of the data and
information supplied by the Client, with regard to his proprietary rights. The
Consultant shall also be entitled to obtain at the Client's expense such data and
information as the Consultant may deem necessary for performing the services
required of him.

5.2 The Client shall give his decision on all sketches, drawings, reports,
recommendations and other matters properly referred to him for decision by the
Consultant in such reasonable time as not to delay or disrupt the performance by the
Consultant of his Services under this Agreement.

5.3 AID TO CONSULTANT, HIS PERSONNEL AND THEIR DEPENDENTS

The Client shall facilitate the timely granting to the Consultant, and any of his
personnel and, where applicable, their dependents,

i) Necessary permits and licenses for performing the services.

ii) Unobstructed access to all sites and locations involved in carrying out the
Services.

5.4 COMPESNATION FOR DUTY ON DOCUMENTS

Subject to the provisions of Stamps Duty Act and except when exemption has been
arranged, the Client shall compensate the Consultant for any stamp duties and other
duties payable on documents, as provided in the Part II.

6.0 SETTLEMENT OF DISPUTES

6.1 AMICABLE SETTLEMENT

The parties shall use their best efforts to settle amicably all disputes arising out of or
in connection with this Agreement or the interpretation thereof.

6.2 RIGHT TO ARBITRATION

Any dispute between the parties as to matters arising pursuant to this Agreement
which cannot be settled amicably within thirty (30) days after receipt by one party
of the other party's request for such amicable settlement may be submitted by either
 party to arbitration.

6.3 ARBITRATION

All disputes or differences arising out of or in connection with this agreement,

including any question regarding it's existence, validity or termination, shall be
referred to, and finally resolved by Arbitration in Sri Lanka in accordance with the
Arbitration Act. No. 11 of 1995, by a sole Arbitrator appointed by the parties.

For the purpose of the appointment of the sole Arbitrator, the party initiating
Arbitration shall together with it's notice submit to the other party three names of
persons who shall be unconnected with the consultancy agreement associated
parties, for the selection of one (01) person by the other party to be appointed as
sole arbitrator.

Such selection shall be communicated to the party initiating arbitration within thirty
(30) calendar days from the date of receipt of the notice & the names.

If the other party fails to notify his selection within the prescribed time, then the
party initiating arbitration shall select one of the three nominated by him to function
as the sole arbitrator and shall inform the other party and the Arbitrator of such
appointment.
6.4 Neither party shall be represented at the arbitration by Attorneys-At·Law, but may
be assisted by persons who are in allied professions.

lCTAD will maintain a list of "Allied Professions" the members of which may be
appointed as arbitrators or representatives of the parties.

7.0 REMUNERATION OF THE CONSULTANT

7.1 SPECIFICATION OF REMUNERATION

The Client shall remunerate the Consultant in respect of the Services In accordance
with the conditions set forth in Appendix B.

8.0 PAYMENTS TO THE CONSULTANT

8.1 PROVISION FOR PAYMENTS

The Client shall effect payments to the Consultant in accordance with the payment
schedules and in the manner set forth in Appendix B.

8.2 TIME WITHIN WHICH PAYMENTS TO BE MADE

Amounts due to the Consultant shall be paid within the period specified in Appendix
B. If the Client fails to pay the Consultant within the specified period interest shall
accrue as from the date of expiry of the said period at the rate specified in Appendix
B.
9.3 ITEMS IN DISPUTE

If any item or part of an item of an invoice rendered by the Consultant is disputed or subject
to question by the Client, the payment by the Client of that part of the invoice which is not
contested shall not be withheld on those grounds and the provisions of Clause 8.2 shall apply
to such remainder and also to the disputed or questioned item to the extent that it shall
subsequently be agreed or determined to have been due to the Consultant and interest at the
rate specified in Appendix B shall be paid on all disputed amounts finally determined
payable to the Consultant.

9.4 VERIFICATION OF ACCOUNTS

Except in the case of lump sum agreements the Client may nominate a reputable firm of
accountants to verify all amounts claimed by the Consultant. Advance written notice of not
less than three (3) working days must be given to the Consultant by the Client or the firm of
accountants, of such verification which shall be carried out during normal working hours at
the place where the records are maintained. Commented [D1]: No need

STANDARD CONDITIONS OF ENGAGEMENT PART II

CONDITIONS OF PARTICULAR APPLICATION

The following notes are intended as an aide-memoire in the preparation of clauses (some of which
are dealt with, but not exhaustively, in part I) which will vary as necessary to take account of the
circumstances and the locality where the works are carried out. These variable clauses which must
be specially prepared to suit each particular agreement should cover such of the under mentioned
matters and any others as are applicable.

CLAUSE 1.3

LANGUAGE / S AND LAW

The Language in which the contract document shall be drawn up shall be ........................ and
all correspondence between the Consultant and the Client shall be …………………

CLASUE 1.7

NOTICES

Client's address: name and contact telephone number of responsible official:

Client's alternative address:

Consultant's address: name and contact telephone number of responsible official

Consultant's alternative address:

CLAUSE 2.2

COMMENCEMENT DATE

The Services shall be commenced within 14 Daysdays / after the

Receiving letter of acceptance.

CLAUSE 2.3

COMPLETION DATE

The Services shall be completed within 60 days of

commencement of the Services, on an agreed programme as given below;

CLAUSE 2.3.1

PROGRAMME FOR CONSULTANCY SERVICES

ITEM COMPLETION DATE

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

11.0
12.0

CLAUSE 3.7

ALTERATIONS TO DESIGN

Instructions to Contractor constituting a major variation, omission or addition to the

Contract resulting a change in the project cost ................................... % shall be any of the
following:

a) increase or decrease in the quantity of any work included in the contract;

b)in the character
a)changes omission of
or any suchofwork;
quality such work;
 c) changes in the levels, lines, position and dimensions of any part of the Works; and
d) execution of additional Work of any kind necessary for the completion of the Works

CLAUSE 4.1

FINANCIAL LIABILITY OF THE CONSULTANT

The total liability of the Consultant under this Agreement shall be limited to

CLAUSE 4.2

EXPIRY OF THE LIABILITY OF THE CONSULTANT

The liability of the Consultant expires .............................................................................. .

CLAUSE 5.4

COMPENSATION FOR DUTY ON DOCUMENTS

In terms of the Stamp Duty Act the Consultant shall bear the cost of stamp duty when signing such
documents with the government Clients.

CLAUSE 6.3

ARBITRATION

a) If the parties desire that appeal to the Supreme Court should be excluded and the following
clause may be inserted.

The right to appeal to the Supreme Court relating to any matter connected with the
Arbitration including but not limited to the proceedings and award is excluded by this
agreement in accordance with sections 37 & 38 of part VII and section 43 of VIII of the said
Arbitration Act.

b) If the parties desire that they should not be represented by Attorneys-At-Law the following
clause may be inserted:

Neither party shall be represented at the arbitration by Attorneys .- At - Law, but may be
b) assisted by persons who are in allied professions.
APPENDIX A (page 1 of2)

Agreement dated .......................................................................... .

SCOPE OF SERVICES FOR THE CONSULTANCY

ON project name 1,2 ....................................................,,//

The Scope of Services to be provided by the Consultant shall be as specified in the document titled
"Scope of Services Provided by the Consultants", and the areas of responsibility of the Consultant
shall be subject to Clause 3 and 4 of this document.

Services shall be provided to the Client during the following phases of a Project:

a. SCHEMATIC DESIGN PHASE