CIS888614800306641d

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LEEDS METROPOLITAN UNIVERSITY
Model
Representative Agreement
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AGREEMENT
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PARTICULAR CONDITIONS
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GENERAL CONDITIONS
NOTES FOR GUIDANCE
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ISBN 978-2-88432-069-4 FIRST EDITION 2013

FIDIC is the international federation of national Member Associations of consulting
engineers.
F IDIC was founded in 1913 by three national associations of consulting engineers within
Europe. The objectives of forming the federation were to promote in common the
professional interests of the Member Associations and to disseminate information of interest
to their members. Today, FIDIC membership covers some 90 countries from om all
a parts of the
eers.
ers
globe and encompassing most of the private practice consulting engineers.
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F IDIC is charged with promoting and implementing the consulting sulting
trategic objectives
strategic goals on behalf of Member Associations. Its strategic
represent world-wide the majority of firms providing technology-based
lting engineer industry’s
objec
logy-based intellectual
ology-based inte
int
are to:
services
for the built and natural environment; assist memberss with h issues relating
r to business
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practice; define and actively promote conformance to o a code
cod of ethics;
c ethi enhance the image
ators
ors in societ
of consulting engineers as leaders and wealth creators ssociety; promote the commitment
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to environmental sustainability; support and promote
omote young professionals
pr as future leaders.
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F IDIC arranges seminars, conferences and other events
maintenance of high ethical and d professional
even in the furtherance of its goals:
ev
rofessional standards; exchange of views and
information; discussion of problemss of mutual concern
con
co among Member Associations and
representatives of the international
nal financial institutions;
inst
in and development of the consulting
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oping countries
engineering industry in developing countries.
F IDIC members endorse

orse
e FIDIC’s stat
statutes and policy statements and comply with FIDIC’s
hich calls for professional
Code of Ethics which p
pr competence, impartial advice and open and
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fair competition.
F IDIC, in the
he furtherance
urtherance o
of its goals, publishes international standard forms of contracts for
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workss (Short Form, C Construction, Plant and Design Build, EPC/Turnkey) and agreements
(for clients,
s, consultants,
nts, consultan sub-consultants, joint ventures, and representatives), together with
consu
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related
ated materials
aterials such
s as standard pre-qualification forms.
F IDIC also
als publishes business practice documents such as policy statements, position
al
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papers, guides, guidelines, training manuals, and training resource kits in the areas of
p
papers
management
mana
manag systems (quality management, risk management, integrity management,
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environment
en
env management, sustainability) and business processes (consultant selection,
quality based selection, tendering, procurement, insurance, liability, technology transfer,
capacity building).
F IDIC organises an extensive programme of seminars, conferences, capacity building

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workshops, and training courses.

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F IDIC aims to maintain high ethical and professional standards throughout the consulting
engineering industry through the exchange of views and information, with discussion
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of problems of mutual concern among Member Associations and representatives of the

multilateral development banks and other international financial institutions.
F IDIC publications and details about training courses and conferences are available from the
Secretariat in Geneva, Switzerland. Specific activities are detailed in an annual business
plan and the FIDIC website, www.FIDIC.org, gives extensive background information.
Published by
© Copyright FIDIC 2013 International Federation of Consulting Engineers (FIDIC)
World Trade Center II
All rights reserved. P.O. Box 311
No part of this publication 1215 Geneva 15
may be reproduced Switzerland
or transmitted in any form Phone +41 22 799 49 00
or by any means without Fax +41 22 799 49 01
permission of the publisher. E-mail fidic@fidic.org
WWW http://www.fidic.org
AGREEMENT
Model
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L CONDITIO
GENERAL CONDITION
CONDITIONS
REPRESENTATIVE AGREEMENT
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NOTE
NOTES FOR GUIDANCE
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First Edition, 2013 AC
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FEDERATION INTERNATIONALE DES INGENIEURS-CONSEILS

INTERNATIONAL FEDERATION OF CONSULTING ENGINEERS
INTERNATIONALE VEREINIGUNG BERATENDER INGENIEURE
FEDERACION INTERNACIONAL DE INGENIEROS CONSULTORES
COPYRIGHT
Copyright © 2012 FIDIC, World Trade Center II, 29 route de Pré-Bois, Geneva Airport, CH-1215
Geneva, Switzerland. All rights reserved.
FIDIC is the only Copyright owner of FIDIC publications, which are protected by the Berne
ve
ven
Convention for the Protection of Literary and Artistic Works, international conventions such
as TRIPS and the WIPO copyright treaty and national intellectual property laws. aws. No
N part of
a FIDIC publication can be reproduced, translated, adapted, stored in a retrieval systemsys
syste or
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agnetic, photoc
communicated, in any form or by any means, mechanical, electronic, magnetic, photocopying,
C.. The version in English is
recording or otherwise, without prior permission in writing from FIDIC.
oses of translat
considered by FIDIC as the official and authentic text for the purposes translati
translation.
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TERMS AND CONDITIONS
The widespread dissemination, acceptance and use of FIDIC DIC ppublica
publications and their translations
are important means for accomplishing FIDIC’s mission on and are tthere
therefore actively promoted by
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nslations
FIDIC. The sale of FIDIC publications and their translationsations is an im
important source of revenue for
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FIDIC and its Member Associations. It creates resources for pr providing a wide range of services
meeting the business needs of member firms. s. All steps, starting with the initial drafting of
publications, often require considerable effort and expen expense.
ublications so th
FIDIC regularly updates and reissues publications that users can profit from the state-of-the-art.
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By supplying publications, FIDIC does oes not grant an
any intellectual property rights. The purchase or
ncluding
cluding forms fo
supply of a FIDIC publication, including for completion by a purchaser or authorised user,
does not confer author’s rights hts under any cicircumstances.
Users rely on the contents nts of FIDIC pub
publications, especially FIDIC contracts and agreements,
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for important businesss transactions. The use of authentic publications is therefore essential
for safeguarding theirheir interests. F
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FIDIC discourages modification of its publications, and only in
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umstances will it authorise modification, reproduction or incorporation elsewhere.

exceptional circumstances
Permission to o quote from, incorporate, reproduce or copy all or part of a FIDIC publication
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should be ea ressed
essed to tthe FIDIC Secretariat, which will decide upon appropriate terms.
addressed
A licensese to p
pr
preparere
e a modified or adapted publication will be agreed to under certain conditions.
ecifically
ifically the m
Specifically modified or adapted publication must be for internal purposes, and not be
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published or disdistributed commercially.

In the case o of FIDIC contracts and agreements, FIDIC aims to provide balanced and equitable
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conditio
condition
conditions of contract by ensuring the integrity of its publications. A purchaser or authorised
user oof a FIDIC contract or agreement is thus granted the right to:
- make a single copy of the purchased document, for personal and private use;
- incorporate in other documents (or electronic files) either the original printed document (or
electronic file) or pages printed from an electronic file supplied by FIDIC for this purpose;
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- draw up and distribute internally and/or among partners clearly identified Particular
Conditions or their equivalent using text provided in the FIDIC publication specifically for this
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purpose;
- reproduce, complete and distribute internally and/or among partners any forms, in both
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printed and electronic formats, provided for completion by the purchaser or user.
DISCLAIMER
While FIDIC aims to ensure that its publications represent the best in business practice, the
Federation accepts or assumes no liability or responsibility for any events or the consequences
thereof that derive from the use of its publications. FIDIC publications are provided «as is»,
without warranty of any kind, either express or implied, including, without limitation, warranties of
merchantability, fitness for a particular purpose and non-infringement. FIDIC publications are not
exhaustive and are only intended to provide general guidance. They should not be relied upon in
a specific situation or issue. Expert legal advice should be obtained whenever appropriate, and
particularly before entering into or terminating a contract.
© FIDIC 2013
ACKNOWLEDGEMENTS
This First Edition of the FIDIC Model Representative Agreement is based closely on the
Test Edition published in 2004. Updating took into account changes in international
anti-corruption legislation as well as feedback from users.
The preparation of the FIDIC Model Representative Agreement was as carried out
o by
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ommittee, with Geoff
task groups under the general direction of the FIDIC Executive Committee,
French, URS Scott Wilson, UK, and Kaj Möller, SWECO, Sweden, eden,
den, as the re
responsible
committee members.
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In énieurs
énieur
For the Test Edition, the Fédération Internationale des Ingénieurs-Conseils (FIDIC)
extended special thanks to the following members rss of its
it Representative
Rep Agreement
Task Force: Eigil Steen Pedersen (Chair), COWI A/S, Denm
Denmark
Denmark; Dr Jorge Díaz Padilla,
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Systec, Mexico; Mahendra Raj, Mahendra Raj aj Consultants,
Consultants India; John Ritchie, Acres
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International, Canada; Simon Warmerdam,, Arcadis, ThThe Netherlands; with Secretariat
well, General Manager,
coordination provided by Dr Peter Boswell, M FIDIC.
This First Edition was drafted byy the Representative

Represen
Repres Agreement Task Force of the
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cha
FIDIC Integrity Management Committee chaired by Dr Jorge Díaz Padilla, Systec,
mprised: John
Mexico. The Task Group comprised: Joh Ritchie, Canada (Chair); Dr Peter Boswell,
nson, UK; Eigil
Switzerland; Philip Jenkinson, Eigi Steen Pedersen, Denmark; Richard Stump,
E
e First Edition
USA. Prior to drafting the Ed
Editio a legal review of the Test Edition was carried
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out by Sam Eastwood ood

od and James Thomas of Norton Rose LLP, UK; with Secretariat
vided
ed by Enrico
coordination provided Enric Vink, Managing Director, FIDIC.
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e Test Edition were commented on by the following persons: Prof. Mark

Drafts of the
C
as Institute
Pieth, Basel nstitute o
of Governance, University of Basel, Switzerland; Jermyn Brooks,
parenc International,
parency
Transparency tern Berlin, Germany. Comments on drafts of the First Edition
re kindly p
were pr
provided by: Exaud Mushi, Tanzania; Neill Stansbury, UK; Christoph
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Theune, Germ
Germany; Zoltán Záhonyi, Hungary. Comments to the final draft version
released in 2012 were provided by The World Bank. Acknowledgement of reviewers
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does no
not mean that such persons or organisations approve the wording of all clauses.
FID
FIDIC wishes to record its appreciation of the time and effort devoted by all the above
people.
The ultimate decision on the form and content of the publication Model Representative
Agreement rests with FIDIC.
© FIDIC 2013
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FOREWORD
The terms of the Model Representative Agreement (‘The Purple Book’) have been
prepared by the Fédération Intenationale des Ingénieur-Conseils (FIDIC) and are
ta
tat
intended for Consultants wishing to enter into a contract with a Representative for the
provision of Representative Services.
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The version in English is considered by FIDIC as the official and authentic text for the
purpose of translation.
Following the Agreement, the clauses of general application cation

ation have
ha been grouped
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together in this document and are referred to as General Co ditions.
itions. They are intended
Conditions.
prising
rising the Agreement.
for incorporation as printed in the documents comprising A
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The General Conditions are linked with data ata
a given in thet Particular Conditions,
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identified by the corresponding numbering g of the clauses,
claus
clau and Appendices, so that
itions
General Conditions and Particular Conditions ns (with Appendices)
Ap together comprise the
conditions governing the rights and obligations of tthe Parties. Given as Appendices to
nsultant’s Int
the Particular Conditions are a Consultant’s Integ
Integrity Policy Statement and a reference
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nduct. If appro
to the Consultant’s Code of Conduct. appropriate, the FIDIC model Code of Conduct
(given in Annex 1 to Appendixdix 4) can be used without modification, to serve as the
nduct.
Consultant’s Code of Conduct.ct.
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Notes for Guidancee are provided with this publication, to provide commentary and
rmation
ation for the
background information th information and guidance of the user. However, the
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dance do not form

Notes for Guidance fo part of the Agreement, and should not be included in
reement that
any formal Agreement tha is based on the Model Representative Agreement.
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fic me
Specific men
mentionn is made
m of FIDIC’s Client/Consultant Model Services Agreement, 4th
006, Joint
Ed 2006, Join Venture Agreement, 1st Ed 1992, and Sub-Consultancy Agreement,
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1st Ed 1992 w which, together with this Model Representative Agreement, form FIDIC’s
collection o
of agreements for consulting services.
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It is also
a recommended that users refer to other relevant FIDIC publications, which
can be found in the Bookshop of FIDIC’s website at www.fidic.org. Documents that
describe the original FIDIC Business Integrity Management System (BIMS) and the
new FIDIC Integrity Management System (FIMS) are especially relevant.
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© FIDIC 2013
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CONTENTS
FOREWORD
CONTENTS
AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
PARTICULAR CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . a
A References from Clauses in the General Conditions
B Additional Clauses
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C Scope of Representative Services (Appendix 1)
D Basis for Remuneration (Appendix 2)
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E dix 3)
Consultant’s Integrity Policy Statement (Appendix
F Consultant’s Code of Conduct (Appendix 4))
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APPENDICES
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1 Scope of Representative Servicess
2 Basis for Remuneration
3 cy Statement
Consultant’s Integrity Policy Statemen
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4 Consultant’s Code of Conduct
de of Conduct
Annex 1: Model Code Condu for Consulting Firms
C Code of Ethics
Annex 2: FIDIC Ethi
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GENERAL
RAL
AL COND
CONDITIONS
OND . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
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1 DEFINITIONS
FINITIONS
NITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
C
2 IN RPRETAT
RPRETA
A
INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
3 SCOPE OF REPRESENTATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SCOP
SC
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4 L IMIT OF REPRESENTATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
LIMITS
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5 W
WARRANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
6 REMUNERATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
7 CONSULTANT’S RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
8 CURRENCY, EXCHANGE AND TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
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9 TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
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10 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
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11 REGISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
12 INDEMNITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
13 GOVERNING LAW AND DISPUTE RESOLUTION . . . . . . . . . . . . . . . . . . . . 6
14 CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
15 ANTI-CORRUPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
16 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
INDEX OF SUB-CLAUSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
NOTES FOR GUIDANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . I
© FIDIC 2013
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AGREEMENT
This Agreement dated this . . . . . . . . . . . . . . . . . . . . . . . . . . . . _____________________________________
day of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _____________________________________
between . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _____________________________________
of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _____________________________________
(name and address of Consultant)
hereinafter known as the ‘Consultant’,
and . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _____________________________________
of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _____________________________________
(name and address of company or Representative)
____________
____
an entity incorporated under the laws of . . . . . . . . . . . . . . . . . _____________________________________
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(country)
If the Representative (hereinafter referred to as the ‘Representative’)

____________
________
is an individual, or acting as a sole proprietor state accordingly _____________________________________
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(Individual/Sole proprietor)
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’.
hereinafter collectively referred to as ‘Parties’ and individually as a ‘Party’.
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WHEREAS, the Consultant provides engineering, procurement, project
roject and co
construction management and
associated services; and
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WHEREAS, the Consultant wishes to establish
a relationship with the Representative for the purpose of . . . . . ___
__
_____________________________________
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WHEREAS, the Representative is in the position to facilitate . . . _____________________________________
WHEREAS, the Parties wish to record the terms and con

cond
conditions of their relationship;
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NOW THEREFORE THIS AGREEMENT MENT

ENT TESTIFIES
TEST
TESTIFIE THAT, in consideration of the mutual covenants and
nts forming this Agreement, namely:
agreements set forth in documents
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(a)
the Agreement;
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(b) ons
General Conditions;ns
(c) nditions
nditions;
Particular Conditions;
(d)
Appendices es to
o the Partic
Particular Conditions, namely:
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Appendixdix 1 (Scope of Representative Services),

pendix
endix 2 (Basis ffor Remuneration),
Appendix
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(Con
(Co
Appendix 3 (Consultant’s Integrity Policy Statement),
ppend 4 (Consultant’s
Appendix (C Code of Conduct),
he P
the Part ess co
Parties coven
covenant and agree as follows:
Repres
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The Representative shall be the Consultant’s
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Represe
Representative for the Projects for a term in years of: . . . . . . . . _____________________________________
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comm
om
commencing this . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _____________________________________
da of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _____________________________________
day
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The term shall be renewable upon mutual agreement of the Parties. The term shall expire if this Agreement is
terminated in accordance with Clause 9.1 of the General Conditions.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorised officers
and their corporate seals to be hereunto affixed.
SIGNED BY THE CONSULTANT: SIGNED BY THE REPRESENTATIVE:

Signature ____________________________________ Signature ____________________________________
Name ____________________________________ Name ____________________________________
Title ____________________________________ Title ____________________________________
Date ____________________________________ Date ____________________________________
Seal ____________________________________ Seal ____________________________________
Agreement
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A References from Clauses in the General Conditions
6.4 Rate of compensation for late payment _______________________________________
10.1 Consultant’s contact details _______________________________________
Address _______________________________________
_______________________________________
Email _______________________________________
Telephone number _______________________________________
Fax number _____
_______
_______________________________________
Attention Name ____________
________
_______________________________________
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Position _____________
____________
_______________________________________
10.1 Representative’s contact details _____________
_________
_______________________________________
Address ___________
________
_______________________________________
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___
____ _____
_______________________________________
Email _____
__________
_______________________________________
Telephone number __________
____________
_______________________________________
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Fax number ____________
________
_______________________________________
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Attention Name __________
_______________________________________
Position _______
_______________________________________
10.1 smission
mission ____
Agreed methods of electronic transmission ___
_______________________________________
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13.1 Consultant’s home base countryy ________________________________________
15.2 ppendix
pendix 3 (Cons
I confirm that I have read Appendix (Con
(Consultant’s Integrity Policy Statement) and Appendix
4 (Consultant’s Code of Conduct) and w
will comply with all aspects of these documents that
are pertinent to the provision
sion of Re
Rep
Representative Services under this Agreement.
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Signed _______________________________________
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Date _______________________________________
Name _______________________________________
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Title _______________________________________
B Additional
ional
nal C
Clauses
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In this
his
is section, the
t Parties are to include any variations, omissions and additions to the General
Conditions.
Condit
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C S
Scope
cope of Representative Services (Appendix 1)
See Appendix
Appe 1 (Scope of Representative Services)
he Parties
The P are to include in Appendix 1 any variations, omissions and additions to Normal
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Representative Services and Project-Specific Representative Services (Sections A and B) and to
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include any Additional Representative Services (Section C).

D Basis for Remuneration (Appendix 2)
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See Appendix 2 (Basis for Remuneration)

The Parties are to complete Appendix 2 and include any variations, omissions and additions.
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E Consultant’s Integrity Policy Statement (Appendix 3)

In this section, the Parties are to either indicate inclusion of the Consultant’s Integrity Policy Statement
given in Appendix 3 (Consultant’s Integrity Policy Statement), including any variations, omissions and
additions, or include the Consultant’s own Integrity Policy Statement.
F Consultant’s Code of Conduct (Appendix 4).
In this section, the Parties are to either indicate inclusion in this section of the FIDIC model Code of
Conduct given in Annex 1 to Appendix 4 (Consultant’s Code of Conduct) or include the Consultant’s
own Code of Conduct.
Particular Conditions
a
Appendices
These Appendices form part of the Agreement.
1 Scope of Representative Services
A Normal Representative Services (pre-award)
The Representative Services shall be those normally performed by a reputable

independent Representative including, but not necessarily limited to those sp
specified
hereunder.
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Country where Representative Services are performed: _______________________
__________
___________
ative Services in connection

The Representative shall provide the following Representative
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with seeking project opportunities on behalf of the Con ultant:
tan
Consultant:
A1 dvising the Consultant with regard

Act as an information source in identifying and advising
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Repre
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to business opportunities in the Country where Representative Services are
performed, based on the Representative’ss experience
xperienc and
a information supplied by
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the Consultant, where the Representativeve
e believes the
th Consultant Services could be
used for the purpose of securing andnd implementing
implementi satisfactory projects between
impleme
ations
ations.
the Consultant and client organisations.
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A2 Inform the Consultant in a timely manner of potential opportunities for providing
e Country where
Consultant Services in the whe Representative Services are performed.
wh
A3 ain,
Establish and maintain, n, on behalf of the Consultant, contact with the appropriate
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governmental and d industrial authorities

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a to ensure early and adequate notice of
rtunities
unities and to keep the Consultant promptly informed of the
available opportunities
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ive’s activities
Representative’s activitie and contacts made on its behalf.
A4 nd
d forward
Collect and forwa to the Consultant information on sources, costs, methods
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and other elevant matters concerning proposals and cost estimates requiring a
oth relevant
ountry component,
country com on
c including advice on business conditions in the Country where
Representat Services are performed.
Representative
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A5 hen circumstances
When c call for the services of one or more firms to act as
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sub-
sub-c
sub-consultants to the Consultant, identify and recommend one or more local firms,
and obtain qualifications and other material to submit to the Consultant.
A
A66 Undertake routine administrative functions including, but not limited to, obtaining
tender documents, approvals, licenses, permits and visas, etc., which the
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Consultant may request the Representative to obtain to enable the Consultant to

pursue appropriate opportunities.
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A7 Provide liaison activities in bringing to a successful conclusion those negotiations

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in which the Consultant agrees to participate. The Representative’s support shall

include, for example, identification of key personnel in client organisations, advice
on proposal presentation and assistance during negotiations as requested by the
Consultant.
A8 Keep the Consultant informed of general conditions and developments in the

Country where Representative Services are performed, which might affect the
Consultant’s interest in undertaking Projects.
A9 The Representative shall also register the Consultant with such appropriate
authorities in the Country where Representative Services are performed as may
from time to time be required in accordance with the Consultant’s instructions.
Model Representative Agreement

b
A10 Submit monthly activity reports to the Consultant. Such reports will contain overall
market movement, general activities of potential clients, the potential roles of the
Consultant, the probability of Projects going ahead, and the probability of the
Consultant winning such Projects, key decision makers, project status, the Client’s
accessibility, etc. The Consultant may, at its discretion, require that such reports
include a complete list of all persons with whom the Representative has met or
made contact on behalf of the Consultant.
A11 (List any variations, omissions and additions)

B Project-Specific Representative Services (post award)
tative
ative Services
The Representative also agrees to provide the following Representative Servic
Se to
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the Consultant in connection with Projects following contract signature:
gnature:
B1 Undertake routine administrative functions including, but notot limited to assistance

in obtaining documents, approvals, licenses, permits and visas, etc., et which the
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Consultant may require to enable it to execute its responsibilities
po sibilities under the Projects.
bilities u
un
B2 Provide other periodic support to the personnel el of the

th Consultant
Co in the Country
where Representative Services are performed med as requested,
reques
req including but not
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ocal
al transport arrangements and logistics
limited to, obtaining reservations in hotels, local
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wher Representative Services are
whe
support related to staff travel within the Country where
performed and on arrival and departure arture
e from the Country where Representative
Services are performed.
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B3 al procurement
Provide assistance with local procuremen and related activities as well as with
ect equipme
customs clearance of Project equipment and personal effects of employees.
B4 lients
ients related to the Projects and report to the Consultant in
Provide liaison with clients
son for each P
respect of such liaison Project, to ensure that the Consultant is kept aware
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oncerns
ncerns regarding
of the client’s concerns regard
rega the Consultant’s work on each Project.
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B5 Assist uponn request with

wit all matters related to submission and payment of the
nt’’s invoic
Consultant’s invoices a
and reconciliation statements.
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B6 orm the
Inform th Consultant
onsu in a timely manner of potential opportunities for providing
rther services
further servic
serv in connection with each Project.
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B7 Ass may beb requested by the Consultant, provide any necessary liaison with the
embas
ba
embassy representing the Country where Representative Services are performed
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that is located in the home country of the Consultant.
B8
8 Keep the Consultant informed of general conditions and developments, including
political and security developments in the Country where Representative Services
are performed.
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B9 (List any variations, omissions and additions)

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C Additional Representative Services

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(To be listed if necessary)
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2 Remuneration
A Basis for Remuneration
A1 The Representative shall be entitled to payment for

Representative Services based on an agreed daily
rate of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
for a specific Project and for authorised person-days
up to a maximum agreed percentage of the fees
earned and received by the Consultant of . . . . . .
provided that: . . . . . . . . . . . . . . . . . . . . . . . . . . .
- the contract for the Project is signed after this Agreement is signed and d before
before this
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Agreement is terminated, subject to Sub-Clause 6.5 of the Generall Conditions; a and
- the Representative provides Representative Services pertinent to o the Project to
t the
Consultant in accordance with the Representative Services specified pecified in Appendix
Ap 1.
Fees for engineering-type projects are deemed to be net fees es received
eceived by the Consultant
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from contracts, less that component related to direct expenses pens and/or
penses nd/or certain predefined
expenses.
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A2 The percentage of fees, less expenses, received byy the Consultant
Consult
Consul per Section A1 above
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genera be in accordance with the
which shall be payable to the Representative shall generally
following payment scale:
Consultant’s fees for engineering projects cts % payable

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- Up to USD 1 million: . . . . . . . . . . . . . . . . . . . .
- Over USD 1 million up to USD 5 million:millio . . . . .
- Over USD 5 million up to USD SD 10 million:
millio . . . .
- Over USD 10 million: . . . . . . . . . . . . . . . . . . . .
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A3 sentative
ntative may b
In addition, the Representative be reimbursed for specific major out of pocket expenses
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provided that they are approved in advance by the Consultant and supported by receipts
and other relevantnt documentation.
documenta
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A4 In recognitionon of
o the e need
nee for the Representative
expense in advance of the award of any
to incur expenses
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act for a Project,

contract Proje the Representative shall be
titled
led to a monthly
entitled mon
mo payment of . . . . . . . . . . . . .
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amo
am
The total amount of such monthly payments shall
deducte from the Representative’s invoices
be deducted
ove . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
over
mon
month
months during which the Representative becomes
en
entitled to remuneration under Sections A1 and A2
above, or as otherwise agreed between the Parties.
A5 The Representative shall submit signed invoices to the Consultant for all amounts owing
under the Agreement and based on a statement prepared by the Consultant in accordance
with Sub-Clause 6.3 of the General Conditions. Such invoices shall clearly state the banking
particulars applicable to the payment, and shall identify and document ownership of the
account.
A6 Payment due under the Agreement shall only be made to the Representative’s bank account
in the Representative’s country of residence, in the Currency of the country of residence,
unless specific agreements to pay outside the country are obtained from relevant authorities
and such agreements are documented to the satisfaction of the Consultant. All banking
fees in the Consultant’s home country or elsewhere associated with such transfers shall be
at the expense of the Representative.
A7 (List any variations, omissions and additions)

d
3 Consultant’s Integrity Policy Statement
The firm is committed to business integrity through the implementation of an assessed

integrity management system, based on industry standards involving all levels of
management and every staff member, so as to:
- actively develop and maintain processes to protect high ethical standards and codes
of conduct;
- actively fight corruption by associating with organisations which share similar

highstandards;
ctivity iin the
ctivit
- prohibit bribery, extortion, fraud, collusion or any other undue business activity
firm’s services or in any other activity;
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- support and promote Quality Based Selection, competitive tendering ering
ring procedu
procedures
and legislation that penalises corrupt practices in general, and d reduce the
th
opportunities for corruption in the procurement of servicess in particular;
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- ensure that clients are recommended the most appropriate riat
iat and
nd obje
objec
objective
procurement process or delivery system for a specific fic
c Project
Pro
Project, con
consistent with
the demands of the Project.
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(List any variations, omissions and additions)
4 Consultant’s Code of Conduct

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FIDIC has published a Model Code e of Conduc
Conduct fo
for Consulting Firms, which is reproduced in
Annex 1. It may be used instead Consultant’s Code of Conduct, if appropriate. Also,
d of the Consu
the FIDIC Code of Ethics is included
cluded in Annex
ncluded Ann
An 2 of this document, as a reference.
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C
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e
Annex 1. Model Code of Conduct for Consulting Firms
A Social Responsibility
The firm accepts continuing responsibility for its consulting services before its clients and
society.
The firm shall permanently contribute to the benefit of its clients and society, through
sustained personnel training and technology development aimed at improving productivity.
The firm will include sustainability as a permanent goal in every project.
B Quality of service
The firm shall only undertake project assignments in its areas of expertise
e where
where it has
ha the
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capabilities to deliver efficient and effective service to its clients.
he firm will focus
The firm is committed to providing high quality services to clients. The fo on
quality management as a working methodology and on permanent ent improvement
nent improvem as a
means to improve the quality of service.
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The firm is committed to the continuing improvement of its knowledge
kknowle ge base, abilities and
tools in its area of expertise. The firm will focus on technology
chnology management
man as a working
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methodology, and shall extend to its clients the benefits
nefits of its professional
enefits pro
pr achievements.
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C Objectivity of the firm
The firm will act with loyalty to its clients and will maintain
maintai the confidentiality of any
maint
information from the client that is obtained
ned in the process
ined proc
p of performing its services. The
firm and its staff will respect all lawful
ul confidentiality
confidentialit agreements with its clients.
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The firm shall avoid any conflictt of interest, and
a will inform a client beforehand of any
hat could emerge
potential conflict of interest that em
emer during the execution of consulting services.
The firm will only offer itss services under
und contracting terms that do not interfere with its
unde
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independence, integrityty and objectivity.

ity objectiv
obje
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The firm will not accept any remuneration

rem
re that could encourage the firm to offer a biased
opinion.
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D Corporate
ate
te Integrity
egrity
The firmm will only
on solicit consulting work and participate in private or public competitive
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dding under the highest standards of corporate ethics and competitive practices, and
bidding
with total integrity
integ
int in its transactions.
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The firm will

w act at all times in the interests of clients, and will carry out services with
profess
professional integrity, without jeopardising the interests of society.
The
T promotional activity of the firm and its services will uphold the dignity and reputation
of the industry. Brochures and other formal documents describing resources, experience,
work, and reputation will reflect the firm’s actual circumstances in a truthful manner.
The firm will require its staff to act with integrity and to report potential violations of integrity
to the appropriate individuals within the firm.
E Competition
The firm favours Quality Based Selection for the contracting of its services.
If solicited to review the work performed by another consultant, the firm will act in
accordance with its integrity and objectivity policies.
The firm will not sponsor compensation or contribution arrangements designed to influence
or secure consulting work; nor will it seek commissions from suppliers of equipment or
services recommended to the client as part of the firm’s consulting services.
The firm will not seek or accept commissions from suppliers of equipment or services
recommended to the client as part of the firm’s consulting services.
The firm shall not take part in activities that could damage the reputation or the business of
others.

f
Annex 2. FIDIC Code of Ethics
The International Federation of Consulting Engineers recognises that the work of the
consulting engineering industry is critical to the achievement of sustainable development of
society and the environment.
To be fully effective not only must engineers constantly improve their knowledge and skills,
but also society must respect the integrity and trust the judgement of members of the
profession and remunerate them fairly.

All member associations of FIDIC subscribe to and believe that the following principles
are fundamental to the behaviour of their members if society is to have that necessary
eces
ce
confidence in its advisors.
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A Responsibility to society and the consulting industry
The consulting engineer shall:
- Accept the responsibility of the consulting industry to society.
y.
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- Seek solutions that are compatible with the principles off sustainable
susta nable
su able development.
d
tion
on of the
- At all times uphold the dignity, standing and reputation th consulting
con industry.
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B Competence
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- Maintain knowledge and skills at levelss consistent w
with development in technology,
wit
pply due skill,
legislation and management, and apply skil care
c and diligence in the services
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rendered to the client.
- Perform services only when competent to perform them.
C Integrity
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The consulting engineer

eer
er shall:
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- Act at all times in the legitimate

legitimat interest of the client and provide all services with integrity
legitim
and faithfulness.
ess.
ss
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D Impartiality
ality
The consulting
onsulting engineer
en shall:
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- Be impartial
impart in the provision of professional advice, judgement or decision.
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- Inform the
th client of any potential conflict of interest that might arise in the performance of
service to the client.
services
No accept remuneration which prejudices independent judgement.
- Not
E Fairness to others
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- Promote the concept of “Quality-Based Selection” (QBS).

- Neither carelessly nor intentionally do anything to injure the reputation or business of
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others.
- Neither directly nor indirectly attempt to take the place of another consulting engineer,
already appointed for a specific work.
- Not take over the work of another consulting engineer before notifying the consulting
engineer in question, and without being advised in writing by the client of the termination
of the prior appointment for that work.
- In the event of being asked to review the work of another, behave in accordance with
appropriate conduct and courtesy.
g
F Corruption
- Neither offer nor accept remuneration of any kind which in perception or in effect either
a) seeks to influence the process of selection or compensation of consulting engineers
and/or their clients or b) seeks to affect the consulting engineer’s impartial judgement.
- Co-operate fully with any legitimately constituted investigative body which makes inquiry
into the administration of any contract for services or construction.
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GENERAL CONDITIONS
1
Definitions
The following words and expressions shall have the meanings assigned to them except
ept where
w the
context otherwise requires:
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1.1 ‘Agreement’ means the Conditions comprising the Agreement, General al Conditions of the
Representative Agreement, the Particular Conditions, together with Appendix
ppendix 1 (Scope of
Representative Services), Appendix 2 (Remuneration), Appendix 3 (Consultant’s
onsultant’s Integrity
Consultant’s In Policy
Statement) and Appendix 4 (Consultant’s Code of Conduct) of thee Particular
rticular Conditions,
articular Co or as
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otherwise specified in the Particular Conditions.
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1.2 ‘Consultant’ means the Party named in the Agreement, who is employed
employ
emp as an independent
professional firm by a client to perform the Consultant Services,
ervices, and
an legal successors to the
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Consultant and permitted assignees.
1.3 ‘Country’ means the territory where the Representative

tative Services are performed.
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1.4 ‘Currency’ means the currency of the countryy of residence
residence
sidence of the Representative.
1.5 ‘day’ means a calendar day; ‘month’ means a period

peri
pe of one month according to the Gregorian
calendar commencing with any day of the month;
mont ‘year’ means 12 months.
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1.6 ‘Party’ means either the Consultant

ultant
ant or the Representative.
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1.7 ‘Project’ means any projectct that the Consultant

Co wishes to pursue, and has been identified as such
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to the Representative an
and for
or which CConsultant Services may be provided in establishing or carrying
out projects or in pursuing
ursuing further
ther projects.
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1.8 ‘Representative’
ve’ means the Party named in the Agreement, who is engaged as an individual or a
company byy the Consultant
Consulta
Consult to perform the Representative Services.
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1.9 ‘Representative
esentative
entative Serv
Services’ means the services to be performed by the Representative in accordance
with the
h tth e Agreement
Agreeme
Agr and as specified in Appendix 1 to the Particular Conditions.
1.10 ’Consultant
’Consultan
Cons Services‘ means the Services to be provided by the Consultant in connection with a
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Project.
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N
2.1
2
Interpretation
The singular includes the plural, the masculine includes the feminine, and vice versa where the
context requires.
2.2 If there is conflict between provisions of the Agreement, the last to be written chronologically shall
prevail, unless otherwise specified in the Particular Conditions.
General Conditions © FIDIC 2013

1
3.1
3
Scope of Representation
The Representative shall perform all reasonable Representative Services as the Consultant may
request from time to time as described in Appendix 1 of the Particular Conditions.
3.2 The Representative shall obtain the Consultant’s written approval before hiring any subcontractor,
employee, etc. for the specific purpose of performing Representative Services for the Consultant.
4
Limits of Representation
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4.1 The Representative shall not, directly or indirectly, solicit or participate, forr its own benefit
bene and/or in
its own name, in the sale of any services, materials, equipment, apparatuss or other rela re
related items with
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respect to a Project.
4.2 The Representative shall neither represent nor perform any services
ervices enumerated
enum
en in the Particular
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Conditions for any person, firm or corporation that is, directlyy or indirectly
indirectly, in any way in competition
for a Project.
4.3
the Consultant has approved this in writing.
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The limitations stated in Sub-Clauses 4.1 and 4.2 may in specific
specifi cases be omitted, provided that
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4.4 The Representative shall not, under any circumstances
cumstances
umstances whwhatsoever, unless duly authorised in writing
by an officer of the Consultant: be considered
ed to be the Consultant’s agent; have any right or authority
ered
to create any obligation of any kind on the Cons
Consultant’s behalf; attempt to enter into contracts,
Consu
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agreements or commitments in the on behalf of the Consultant; or bind the Consultant in

e name of or o
any respect whatsoever.
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4.5 Without limiting the generality

ality
ity of Sub-Cl
Sub-Clause 4.4, under no circumstance shall the Representative
alter in any manner whatsoever
ever any offers,
soever o proposals, bids or tenders submitted by the Consultant
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to clients without the Consultant’s

Con tant’s prior
p written approval, and then only to the extent authorised.
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5
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Warrants
nts
5.1 The R
Repre
Representative
sen
en warrants that:
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(a) no o
(a) officer, director or major shareholder of the Representative is a government employee
or a direct relative of a senior government employee and has no official status or that if any
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such relationship exists, it has been clearly established by way of a written communication
acknowledged by the Consultant, prior to the signature of this Agreement;
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(b) it has disclosed all relevant information relating to the Representative’s legal status and ownership,
including the names of all principals and beneficial owners of the Representative;
(c) it will comply with local laws and regulations;
(d) it has disclosed in writing all past instances and will disclose any future instances of criminal
convictions of the Representative or any of its principals in any jurisdiction, or tax delinquency or
significant litigation against the Representative;
© FIDIC 2013 Model Representative Agreement

2
(e) it shall maintain accurate books and records related to all transactions under this Agreement
for a period of at least five years from the date of the last payment by the Consultant to the
Representative relating to a specific Project;
(f) it shall accept and participate in briefings and training by the Consultant related to anticorruption
initiatives;
(g) it has instituted and maintained policies and procedures designed to ensure, and which are
reasonably expected to continue to ensure, compliance with applicable anti-corruption laws.
5.2 The Representative warrants that it has not and shall not enter into any contract or arrangement,
either directly or indirectly, with any person, firm or corporation that would create a potential
ntial c
ntia conflict of
interest, without the Consultant’s prior written approval. Furthermore, the Representative shall obtain
ative sh
the prior written approval of the Consultant before engaging the specific and significant
gnificant services
servic of
serv
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emplated
any person, firm or corporation to carry out the Representative Services contemplatedmplated here
herei
herein. Such
approvals shall not be unreasonably withheld.
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6
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Remuneration
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6.1 Subject to the payment of amounts expressly specified d in
n Appendix 2 of the Particular Conditions to
this Agreement, the Representative shall bear its own expenses related to the performance
wn costs and e
ex
of Representative Services under this Agreement. nt.
t.
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6.2 Provided the Representative shall have dulyy performed itits obligations encompassed by Appendix 1
of the Particular Conditions, the Representative
tative shall
entative sha beb entitled to remuneration for Representative
Services provided as specified in Appendix
endix 2 of the Particular Conditions.
pendix
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6.3 Remuneration shall become payable

ayable
able to the Representative only upon the Consultant’s receipt of
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payments from the respective

ve clients. Payments
Paym
Pa to the Representative shall be made within fifteen
(15) days of receiving payments
ents from the client or from the date of receipt of the signed invoices for
ments
Representative Services, as specified
specifie in Appendix 2 of the Particular Conditions, whichever is later.
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6.4 If the Representative

ative
ive does
doe not receive payment within the time stated in Sub-Clause 6.3 the
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Representative
e shall be paid agreed compensation at the rate defined in the Particular Conditions
compounded the sum overdue reckoned from the due date for payment of the invoice. Such
ed daily on th
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agreed compensation
ompensation shall
s not affect the rights of the Representative stated in Clause 9.1.
6.5 If the
eCConsultant
onsultant
nsul e
enters into a contract for a Project within thirty (30) days after the expiry of the term
of this
th Agreement,
Agreeme
eem and if the signing of the contract would have, during the term of this Agreement,
resulted in the Representative earning remuneration, then such contract shall be deemed to have
resulte
T
been signed
sign during the term of this Agreement such that the Representative shall be entitled to
si
remuneration
remun
em on such contract; provided that this Sub-Clause 6.5 shall not apply if the expiry of
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the term of this Agreement occurred pursuant to Sub-Clause 9.1 or if the expiry was a result of
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Representative’s default pursuant to Sub-Clause 9.2.
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7.1
7
Consultant’s Rights
The Consultant reserves the right to reject any order or terminate any negotiations at any time prior
to signing of contracts for any reason whatsoever without incurring any responsibility or liability to the
Representative.
7.2 The Consultant reserves the right to audit or inspect the books and records of the Representative
through engagement of an accounting firm, accredited in the Country in which Representative

3
Services are performed, in relation to the payments made under this Agreement, if activities or events
give rise to the suspicion of corrupt or illicit activities in connection with the services performed under
this Agreement. During the audit, the auditor shall have access to the employees and officers of the
Representative, in order to interview them and ask written questions.
7.3 If an audit or inspection is requested, the scope of such audit or inspection shall be restricted
to confirmation that payments made under this Agreement do not appear to have been used for
corrupt or illicit purposes, including bribery, extortion, fraud, deception, collusion, cartels, abuse
of power, embezzlement, trading in influence, money laundering, or any other criminal activity. No
further details shall be provided to the accounting firm.
7.4 If irregularities are observed they shall be communicated to the Representative by the he accounting
ac
a
firm and the Consultant shall only be advised that irregularities have been observed ed and that
ved th the
Representative has been notified of the details. The Representative must disclose Consultant’s
e to the Consu
Consul
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satisfaction that the irregularity has been clarified with the accounting firm. Iff the Representative
Repres
does not or is not able to satisfy the Consultant’s concerns, this Agreement
entt shall be terminated
tter in
accordance with Sub-Clause 9.2.
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8
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Currency, Exchange and Taxes
8.1 Unless otherwise agreed upon in writing by thee Parties, all
a payments
p by the Consultant to the
Representative under this Agreement shall be
e in the Currency
Curren of the Representative’s country of
Curre
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residence.
8.2 The Consultant shall not be liable for any

ny taxes, dutie
dut
duties, levies or other similar amounts levied by any
authority on payments by the Consultant Representative pursuant to this Agreement. All such
ultant to the Re
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payments shall be deemed to include

lude all such
clude suc taxes, duties and levies.
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C
9
Termination
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9.1 If the Consultant

ultant
tant or the Representative
R gives notice to the other Party indicating the other Party’s
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default orr failure to pe

perform its obligations, and if such default or failure is not remedied within ten (10)
perf
days of the said notice,
no this Agreement shall terminate forthwith and automatically without further
notice.
ice
9.2 Notwithsta
Notwit
Notwithstanding the provisions in Sub-Clause 9.1, this Agreement shall terminate forthwith and
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automatically without any notice whatever by the mere occurrence of any one or more of the following
automa
automati
events,
events
ve unless the Consultant shall waive termination upon notification by the Representative of such
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occurrences:
oc
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(a) the Representative files a petition in bankruptcy or is adjudicated and declared bankrupt or
insolvent; a receiver, trustee or custodian is appointed for the Representative’s assets for the
winding up or liquidation of any of the Representative’s business operations; the Representative
seeks to make a compromise, arrangement or assignment with or for the benefit of its creditors
or is discharged from its liabilities;
(b) the Representative seeks to assign or purports to have assigned this Agreement;
(c) any legal arrangement is made to change the structure of the Representative’s business; the
controlling interest in the Representative is altered or a change is made in its management; or the
legal capacity or status of the Representative is altered;

4
(d) the Representative fails to secure or renew any license or permit required by law for the
Representative’s business operations or if that license or permit is revoked or suspended;
(e) the Representative or any of its employees or agents carrying out its duties in accordance
with this Agreement becomes, for whatever reason, persona non grata in the Country where
Representative Services are performed;
(f) the Representative or any of its employees, subcontractors or agents carrying out its duties
becomes unable to carry out the responsibilities under this Agreement or becomes unable to
carry on business in the Country where Representative Services are performed for any reason
whatsoever, for a period exceeding ten (10) days;
.2, Sub-Clause
(g) the Representative is in default of its obligations under Clause 4, Sub-Clause 7.2, Sub-C
Sub
eement.
7.4, Clauses 14 or 15, or Appendix 4 of the Particular Conditions of this Agreement.
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9.3 Notwithstanding the provisions in Sub-Clause 9.1, this Agreement shall terminate
erminate forthwith
fort
fo and
automatically without any notice whatever by the mere occurrence of any one or more of the following
events, unless the Representative shall waive termination upon notification
at n by the C
ati Consultant of such
Co
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occurrences:
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ed and decla
(a) the Consultant files a petition in bankruptcy or is adjudicated declare
declared bankrupt or insolvent;
a receiver, trustee or custodian is appointed for the Consultant’s
sultant’s as
assets for the winding up or
AC
perations;
erations; the Consultant seeks to make a
liquidation of any of the Consultant’s business operations;
compromise, arrangement or assignment with orr for the benefitbene
benefi of its creditors or is discharged
from its liabilities;
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ts to have assigned
(b) the Consultant seeks to assign or purports ass this Agreement;
ew any licen
(c) the Consultant fails to secure or renew license or permit required by law for the Consultant’s
ense
e or perm
business operations or if that license permit is revoked or suspended.
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10
C
Notices
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10.1 Any and all notices,

otices, invoices,
invoices statements and other information to be given or forwarded by the
Representative ive Consultant
ve to the Con
C or by the Consultant to the Representative shall be deemed to
have been n properly a and adequately given (if in writing) if signed by the Party and delivered by hand
FO
st receipt), or sent
(against s to the addresses detailed in the Particular Conditions by telefacsimile, mail
or cou
co rier,
courier,r, or
o tran
transmitted using any of the agreed systems of electronic transmission stated in the
Particula
arti
Particular Co
Cond
Conditions.
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11
1
Registration
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Re
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11.1 The Representative shall register this Agreement in accordance with any laws or regulations of the
Country where Representative Services are performed that are now existing or hereinafter enacted
and which require such registration.

5
12.1
12
Indemnities
The Consultant shall not accept responsibility nor indemnify the Representative for any claims,
liability, or damages resulting from any acts or omissions of the Representative in the provision of
Representative Services under this Agreement.
12.2 The Representative shall not accept responsibility nor indemnify the Consultant for any claims, liability
or damages resulting from any acts or omissions of the Consultant in the provision of Consultant
Services in connection with the Projects.
12.3 The Representative shall indemnify the Consultant for all losses and damages suffered
suffered by the
Consultant as a result of any breach of the Representative’s obligations under Sub-Clause 16.6.
b-Clause 16
16.6
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13
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Governing Law and Dispute Resolution
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13.1 This Agreement shall be governed by the laws of the home
e base
ase country of the Consultant stated in
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the Particular Conditions.
13.2 If any dispute arises out of or in connection with this

his Agreement,
Agreement the Parties shall, within 14 days of
a written request from one Party to the other, meet
eet in a good ffaith effort to resolve the dispute. If the
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dispute is not resolved at that meeting, the Parties shall attempt
att to settle it by mediation, and failing
that, by arbitration.
13.3 Any arbitration arising out of or in connection

onnection
nection with
w this Agreement shall be settled under the Rules
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of Arbitration of the International Chamber of Commerce

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accordance with the said Rules. s. The venue shall
s be agreed upon between the Parties.
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14
Confidentiality
ality
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14.1 The Representative

esentative shall,
ssha during and after the term of this Agreement, keep in strict confidence
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onsider
nsider as proprietary,
and consider pro all information disclosed by the Consultant of a commercial nature
and technical
t chnical
te hnica nature,
natu including business and financial information, agreements and arrangements
between
etw the
he parties
pa (patents, know-how, designs, copyrights, licenses or sub-licenses, trademarks
trade secrets) except such technical information which is in or becomes part of the public
and tr
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domain, o
domain or which the Representative already had in its possession.
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15
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Anti-Corruption
15.1 In the performance of obligations under this Agreement,
(a) the Representative and agents and employees shall comply with all applicable laws, rules,
regulations and orders of any applicable jurisdiction,
(b) the Representative hereby represents, warrants and covenants that it will not participate,
directly or indirectly, in bribery, extortion, fraud, deception, collusion, cartels, abuse of power,
embezzlement, trading in influence, money laundering, or any other criminal activity including the
use of insider information, the possession of illegally obtained information, the establishment of

6
off-the-books accounts, the making of off-the books or inadequately identified transactions, the
recording of non-existent expenditures, the entry of liabilities with incorrect identification of their
object, as well as the use of false documents.
The Representative further warrants that, in connection with any business opportunities which are
the subject of this Agreement, he will not offer, pay or promise to pay either directly or indirectly,
anything of value to a ‘public official’ (as defined below) or to a third party.
A public official is:

(a) any official or employee of any government agency or government-owned or controlled

enterprise;(b) any person performing a public function;
(b) any person performing a public function;
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(c) any official or employee of a public international organisation;
(d) any candidate for political office; or
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(e) any political party or an official of a political party
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Furthermore, the Representative shall notify the consultant immediately
mediately in writing with full particulars,
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in the event that the Representative receives a requestt for any illicit
illici payment or advantage, or is
pplicable
able law o
requested to take any action that would violate an applicable or treaty.
reement, the Representative

Notwithstanding any other provision of this Agreement, R shall indemnify, defend
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and hold harmless the Consultant from and nd against any
an claim, loss, damage, penalty, liability,
hatever nature
expense, attorney’s fees and costs of whatever natur arising out of, or related to, or connected
mply
ply with the pr
with the Representative’s failure to comply provisions of this Sub-Clause 15.1, to the fullest
extent permitted by law.
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15.2 In conjunction with the requirements

quirements
irements un
under Sub-Clause 15.1, the Representative at the Consultant’s
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engagement, shall either:
(a) demonstrate to satisfaction of the Consultant, that it adheres to a documented Code of

o the satis
sat
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Conduct and
nd associated compliance programme; or
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(b) confirmm its specific

rm specifi agreement to the principles of the Consultant’s Integrity Policy Statement
ppendix
pendix 3 of the
(Appendix t Particular Conditions) and the Consultant’s Code of Conduct (Appendix 4
he
e Particular
of the Particu
P Conditions) by confirming annually in writing throughout the duration of this
A
Agree men acceptance of the Particular Conditions.
ment
Agreement
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Co
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If the Consultant has chosen (a), the Consultant may at any time require the Representative to
compl
om
comply with (b).
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16.1
16
Miscellaneous
No waiver, alteration or modification of any of the provisions hereof shall be binding on either Party
unless the same be in writing and signed by the Parties hereto or confirmed by both Parties by
telefacsimile, mail or courier, or transmitted using any of the agreed systems of electronic transmission
stated in the Particular Conditions.
16.2 This Agreement supersedes and cancels any and all previous understandings, agreements and
commitments as may have been reached by the Parties. This Agreement is the entire agreement
between the Parties and there are no collateral, oral or written terms of any kind.

7
16.3 This Agreement shall not be deemed to be effective or binding upon the Consultant until signed on
its behalf by an officer or authorised representative of the Consultant.
16.4 This Agreement is made with the Consultant and is not applicable in any manner to any of its
affiliated or associated companies.
16.5 The Representative hereby waives any right it had or has under any prior agreement, be it contractual
or at law.
16.6 The Representative undertakes to bind, for its own benefit and for the benefit of the Consultant,
all of its employees and agents that may participate in the Representative’s efforts pursuant to this
Agreement, such that all such persons shall have the same obligations to the Consultant
ulta that the
ultant
Representative has to the Consultant under this Agreement.
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INDEX OF SUB-CLAUSES
Clause/Sub-Clause Page
Agent 4.4 2
Agents 9.2 4
16.6 8
Agreement 1.6 1
Anti-corruption 15 6
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Arbitration 13.2
3. 6
Attorney, fees 15
15.1 6
Assigned 9.3 5
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Audit 7.3 3
Bankruptcy 9.2 4
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9.3 5
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Business integrity 15.2 7
Claims 12 5
Code of conduct 15.2 7
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Companies, associated 16.4 8
Compliance 15.2 7
Confidentiality 14 6
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Conflict of interest 5.2 3

Consultant 1.1 1
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Consultant’s, rights 7 3
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Convention, OECD 15.1 6
C
ption
Corruption 15 6
stss
Costs 6.1 3
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Currency 8.1 4
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Damag
Damage
Damages 12 5
Defin
Definitions 1 1
D
Dispute resolution 13 6
Duties 8.2 4
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Employees 9.2 4
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16.6 8
Exchange 8 4
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Expenses 6.1 3
Governing law 13 6
Indemnities 12 5
Interpretation 2 1
Irregularities 7.3 3
Laws, home country 13 6

Laws, local 5.1 2

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Liability 12.2 5
License 9.2 4
Mediation 13.2 6
Notices 10 5
Notification 9.3 5
Obligation 4.4 2
Official, public 15.1 6
Payment 6.3 3
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Payments 7.3 3
Payments, illict 15.1 6
Performance 12 5
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Permit 9.2 4
Project 1
1.5 1
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Records 5.1 2
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Registration 11 5
Regulations 5.1 2
Remuneration 6 3
Representation, limits of 4 2
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Representation, scope of 3 2
Representative 1.3 1
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Services 1.1 1
Signed 16.3 8
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Solicit 4.1 2
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Taxes 8.2 4
inat
inate
Terminate 7.1 3
ermination
rmination
Termination 9 4
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Territory, a
Territory, app
applicable 9.2 4
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Waive
Waiver 16.1 7
Wa
Waives 16.5 8
Warrants 5 2
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Notes for Guidance
These Notes do not form a part of the Model Representative Agreement. They should be referenced
by those using the Model Representative Agreement to develop Particular Conditions and to help them
understand the reasons for the wording of various clauses of the General Conditions.
Introduction Consulting engineering firms often seek affiliation with a foreign firm based in a country
in which opportunities exist on the basis of an agent, representative, sub-consultant, or
joint venture relationship. This is because, in the direct exporting of professional services,
an indigenous services firm should fully understand the local marketplace and client
requirements, including relevant regulations and restrictions, and possess knowledge
dige
ig
of the main interested parties, potential clients, competitors, etc. The indigenous firm
should also have, or have access to, market research, exposure and contacts ontacts that
th can
be used to advantage by the consulting engineering firm, designated as the ‘Consultant’
‘Consu
‘Cons
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in these guidance notes.
A Representative that is selected and engaged to use the he Consultant

Consultant’s marketing
evelop business,
materials to present the Consultant to potential clients, to develop bus
b to assist
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in obtaining and executing contracts, and to undertake ke or
o monitor
m nitor project activities in
foreign countries should not be confused with an Agent.gent. The
T general
g practice among
T
ive’
ve’ and to refrain
consulting firms is to use the term ‘Representative’ rref from using the term
ded.. For instance,
‘Agent’, which can imply more than is intended. instan
ins an Agent normally has
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ey, to make c
authority, perhaps even a power of attorney, commitments on behalf of the
ment with a R
Consultant. Thus, a Consultant’s agreement Re
Representative should make it clear
sentative has lle
whether and to what extent the Representative legal authority to make commitments
on behalf of the Consultant.
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ernationally
nationally are generally familiar with the measures needed
Consultants that operate internationally
to protect their commercial rcial
cial interests when engaging a Representative. However,
in
many are unfamiliar with relevant international best practices related to bribery and
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corruption that are recognised by the courts. Following the passage in 1997 of the
OECD Convention on on Combating
Comba Bribery of Foreign Public Officials in International
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sactions, parties
Business Transactions, part to the Convention have made bribing of foreign public
ernational
national business
officials in international bu a criminal offence according to the so-called ‘functional
C
nce approach,
nce’
equivalence’ proach in which a standard is set that does not require an offense to be
ed
defined d in specific
spec
sp te
terms under domestic law.
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A programm
programme of rigorous and systematic monitoring of countries’ implementation of
the
he Anti-Br
Anti-
Anti-Bribery Convention has been established to promote its implementation. In
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2009, th
the 38 States Parties to the Convention agreed to put in place new measures to
reinfo
reinforce efforts to prevent, detect and investigate foreign bribery under the Convention.
The OECD Convention specifically sets forth the basic, model elements of a foreign
T
corrupt practices statute, similar to those found in the 1977 US Foreign Corrupt
Practices Act (FCPA), which each signatory country agrees to enact into law soon after
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its ratification of the Convention. Experience in courts in the United States with the FCPA
thus provides the best available guidance to firms that are now operating under their
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country’s legislation passed in response to the OECD Convention.
Furthermore, legislation such as the 2010 UK Bribery Act has set standards that are
even more stringent than the FCPA. For instance, the UK Bribery Act prohibits facilitation
payments, creates an offence of failing to prevent bribery by an associated person, and
prohibits bribery in the private sector.
The 2004 United Nations Convention against Corruption (UNCAC) sets forth mandatory
provisions which all countries have to implement, such as the criminalisation of active
and passive bribery of public officials, embezzlement, money laundering, and obstruction
of justice. The UNCAC and the OECD Anti-Bribery Convention are mutually supporting
Notes for Guidance © FIDIC 2013

I
and complementary. Other international agencies and some individual countries are
introducing new anti-corruption legislation and enforcement measures. Users of this
document should ensure that they are aware of all currently applicable anti-corruption
legislation and enforcement measures, and obtain legal advice regarding any additional
features that should be incorporated into their Representative Agreement.
It is to be noted that some International Financial Institutions require representatives

engaged by a consultant to be named in proposals, or it to be declared that none exist.
Failure to comply may ultimately lead to blacklisting.
Contracting principles An Agreement for a definite period of time (renewable by mutual agreement)
eement)
ment) is usually
us
u
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executed between the Consultant and the Representative following ing procedures
wing procedure that
should not eliminate any requirements related to contracting processes,
ocesses, as set
se out, for
instance, in the Consultant’s risk management manual and in itsts commercia
commercial policies and
procedures. The Agreement defines the Country where both h ‘Represent
‘Repres
‘Representative Services’
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and ‘Consultant Services’ are performed, terms of sale, ale method
ethod of
o compensation,
ment a
reasons and procedures for terminating the Agreement and o he details. Under the
other
ble to handle
Agreement, a Representative will generally be able hand complementary
c services
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onsibility.
sibility.
that do not conflict, and assume risk and responsibility.
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atives
Carefully scrutinising potential representatives es is strongly
strong recommended. The updated
2011 OECD Guidelines for Multinational nal Enterprises,
Enterprises which are multilaterally endorsed
by those governments that committ to their promotion,
prom detail anti-bribery due-diligence
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nal conventions.
measures aligned with international convention It is recommended that risk-based due
otential
tential represe
diligence be performed on potential repres
representatives for the entire engagement process,
entative has p
to ensure that the Representative proper anti-corruption policies and procedures
in place and that they are,, in fact, implemented.
im The Consultant should keep in mind
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nces may requ

that future circumstances require it to demonstrate that it performed adequate due
ngaging
aging its Representative,
diligence before engaging Re and to show that it is prepared to refuse
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epresentative
presentative with
to engage a Representative w a reputation for corruption.
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It will alsoo be
b important
mportan for the Consultant to verify that the potential Representative
is fullyy capable
capab off performing
p its expected services on behalf of the Consultant, as
n-performing
erforming Representatives can be costly to terminate and replace. Unless
non-performing
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specified
pecified otherw
ot
otherwise, the ability to terminate an Agreement will be subject to local Country
laws,
aws, which are often different from those in the Consultant’s home country. These may
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restrict te
termination options or provide for substantial payments of compensation. Failure
to follow
follo local termination laws may result in complete denial of future import privileges
by a host country.
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FIDIC Model Representative Agreement contracting principles

A Recommended Anti-Corruption Principles
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(note that these principles have been incorporated into the Model Representative
Agreement)
A1 Confirmation that the Representative (and/or officers, directors, shareholders,
key employees) is not a government official, has no official status and is not a
family relation of a senior government official, and that a change in status with
respect to the Representative will be grounds for termination of the Agreement.
A2 Covenant that the Representative has disclosed all relevant information relating
to the Representative’s legal status and ownership, including the names of all
principals and beneficial owners of the Representative.
A3 Covenant that the Representative will comply with local laws.

II
A4 Covenant that the Representative will comply with applicable substantive
provisions of the Consultant’s national laws.
A5 Covenant, renewed each year, that the Representative will comply with the
relevant portions of the Consultant’s Code of Conduct.
A6 Warrant that the Representative has not and will not either directly or indirectly
give, pay, offer, receive or authorise any improper payments to public officials
in connection with a Project. The term ‘public official’ is defined in Sub-Clause
15.1 of the General Conditions.
A7 Covenant that the Representative will notify the Consultant if a government

official requests payment from the Representative or indirectly via a tthird party.
A8 ublic officials
Provisions regulating the Representative’s interaction with public o
offic in
connection with the Project.
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A9 ultant’s written approval
Covenant that the Representative will obtain the Consultant’s
before hiring any subcontractor, employee, etc forr the specific purposes of
tant.
ant
performing Representative Services for the Consultant.
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A10 ement for
eme
Contract provision that any direct reimbursement f expenses
exp is limited to
reasonable and legitimate documented expenses
expen (guidelines should be
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included).
A11 ac
Covenant that the Representative will maintain accurate and complete books
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ast five years fr
and records for a period of at least from the date of the last payment
resentative relating
by the Consultant to the Representative rela
re to a specific Project.
A12 ililli purposes, depending on the specific
Ensure that payments are not used for illicit
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Agreement a contract
circumstances of the Agreement, c provision that the Consultant will
o audit or inspect
maintain the right to insp
inspe the books of the Representative, through
m, in the case of events or circumstances that would give rise
an accredited firm,
to suspicion of corruption.
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A13 at the Consultant

Provision that Cons
Con has the right to terminate the Agreement upon
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ral, good faith concern that there has been a violation of its terms.
unilateral,
A14 vision
sion describing
Provision des
descri the scope of the Representative’s activities, where
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co ensation should be commensurate with activities and scope of work.

compensation
A15 Provisi
rov
Provisions requiring the Representative to submit regular written reports
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docum
documenting work performed and persons met, as well as invoices for services
ren
rend
rendered.
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A16 Covenant that the Representative will not exceed its prescribed authority.
A17 Covenant that the Representative will accept and participate in briefing and
training related to anti-corruption initiatives.
A18 Covenant that the Representative has instituted and maintained policies
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and procedures designed to ensure, and which are reasonably expected to

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continue to ensure, compliance with applicable anti-corruption laws.

A19 Covenant that all payments by the Consultant to the Representative shall be
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in the Currency of the Representative’s country of residence, unless agreed

otherwise.
B Recommended commercial provisions
B1 To ensure a conscientious effort from the Representative, the Agreement
should include a requirement that it will apply the utmost skill and ability to the
Representative Services provided in return for the remuneration named in the
Agreement.
B2 Termination provisions in the Agreement allowing the Consultant to end
the Agreement safely and cleanly if the Representative does not fulfil the
Consultant’s expectations.
B3 Provisions to safeguard the Consultant’s interests in cases where the

Ill
Representative proves less than satisfactory.
B4 It is noted that termination provisions and other measure to safeguard the
Consultant may be limited by the laws of the Country in which the Representative
Services are provided.
B5 Provisions to ensure that the Consultant meets national laws that govern
Representative Agreements.
B6 Definition of the laws that apply to the Agreement.
B7 Provisions that the Representative will not have business arrangements with
competing firms, unless explicitly agreed by the Consultant.
B8 ntial
tial information
Provisions that the Representative will not reveal any confidential info
inf
competitive
mpetitive to the
in a way that would prove injurious, detrimental, or anti-competitive
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Consultant.
B9 ectt received fro
Provisions that require all inquiries pertaining to a Project from outside
the Country in which Representative Services will illl be performed
perform are to be
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referred to the Consultant for action.
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General Conditions
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4 Limits of Representation
4.1, 4.2 Projects are limited to those which
ch the Cons
Consult
Consultant wishes to pursue, as opposed
to those with a large scope such as projects
projec in which the Consultant may have
pro
a general interest. The Representative may therefore work for other parties
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inter
on projects which are of no interest to the Consultant, are not being pursued
nd/or are outside
by the Consultant, and/or out
ou the scope of the Consultant’s projects.
Specifically, the Representative
Representativ is not necessarily contravening Sub-Clauses
(co
(com
4.1 (soliciting) and 4.2 (competition) in undertaking work for other clients on
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cts.
other projects.
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4.4 ep the necessary

To keep necess
neces ‘arms length’ distance between the Representative
he Consultant,
and the Consultan the Representative should ideally be a company with a
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defined
efined leg
well-defined llegal status, and should not hold a status that would allow him
h to
or her o be perceived to be an employee or agent of the Consultant. If the
Repre
Repres
Representative is an individual or sole proprietor, this must be specified in the
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Agreem
Agreement.
5 W
Warrants
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5.1 The Representative warrants that it will maintain accurate books and records.
It may also be appropriate for the Consultant to require that the Representative
keep a separate set of accounts pertaining to receipts and disbursements
made in accordance with the Agreement. This should be discussed with the
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Representative and implemented if practical.

5.2 The Consultant’s approval in writing is required if the Representative enters into
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an arrangement with another party that generates a potential conflict of interest.

This is because the Consultant may find it acceptable for the Representative
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to enter into the arrangement under certain circumstances (e.g., when the
Consultant has pulled out of a Project). Such eventualities are addressed by
requiring the Consultant’s and Representative’s mutual agreement to be stated
in writing.
Furthermore, the phrase “the Representative shall obtain the prior written
approval of the Consultant before engaging the specific and significant
services of any person, firm or corporation to carry out the Representative
Services contemplated herein” is not unnecessarily restrictive, because the
written approval only refers to “specific and significant” services. For these
it is reasonable to obtain the Consultant’s approval. There will of course be
services that are less crucial (e.g., identifying technical personnel; administrative

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functions). In these cases, the Representative may not necessarily need to
obtain the Consultant’s prior permission in writing.
Where the Consultant is required to give approval, it should only do so if it is
satisfied that the Representative has carried out appropriate due diligence on
the subcontractor regarding the subcontractor’s anti-corruption policies and
procedures and its connections with, for example, government agencies. The
level of due diligence will vary according to the risk posed. Even subcontractors
providing less critical services may pose a high risk to the Consultant by paying
small bribes to, for example, public officials. Therefore, the Consultant must
satisfy itself that the Representative has adequate anti-corruption procedures
ris that the
in place with respect to its subcontractors. This will mitigate the risk
ctor.
Consultant is criminally liable for bribes paid by the subcontractor.
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6 Remuneration
6.2 Giving precise guidance as to what constitutes a reasonable level of
remuneration is extremely difficult. It is also unwise to recommend a an upper limit
for the Representative’s fees, expressed as a percentage ntage of the contract value
entage
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ndit s, App
nditio
for an engineering project (see Particular Conditions, Appe
Appendix 2), because
the fact that the fee is below this limit doess not necessarily
nece ar imply that a bribe
has not been paid. This said, an excessively ively high percentage
perc may serve as a
T
sultant
ultant be prep
‘red flag’. It is important that the Consultant pre
prepared to demonstrate that
the Representative’s remuneration is reasonable
reasonab compensation for services
AC
ation
actually provided. This justification n can include
inclu consideration of the risks
incurred by the Representative e in pursuing PProjects on behalf of the Consultant
nning.
without any certainty of winning.
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rticular
ticular Conditions
Appendix 2 of the Particular Co
Conditi assumes that the Representative will
be compensated on n the basis of the days worked up to an agreed maximum
amount (based on a percentag
per centa of the fees earned by the Consultant). This is
percentage
because it is preferable
erable to ppay a Representative on the basis of work actually
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authoris
autho
performed, plus authorised expenses. Payment under such an arrangement
would be e made in response
res to invoices, based on an agreed hourly rate or
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rates,, depending o
on the type of work, as specified in the Particular Conditions.
Thiss payment me
method improves the Consultant’s ability to demonstrate a clear
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link
linkagee between
betwe the remuneration paid and the work actually performed by
the R es
Representative.
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exce
In exceptional circumstances, the Parties may elect to use a compensation
for
form
formula that is strictly based on a percentage of the fees actually invoiced
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b
by the Consultant and paid by the client. In such circumstances, it will be
necessary to modify the wording of Appendix 2 of the Particular Conditions.
If this type of compensation method is chosen, it will be important for the
Representative to maintain records of work performed for the Consultant, so
that a clear linkage between work performed and compensation paid can be
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established.
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6.3 Sub-Clause 6.3 focuses on remuneration to the Representative linked to

payments from a client to the Consultant (that is, after a contract is executed)
and once an invoice is paid by the client. Some would argue that Sub-Clause
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6.3 should recognise payments to the Representative in the case of services

not directly related to the procurement of specific Projects, in order to make
the Agreement more commercially attractive to the Representative (especially
for individuals as opposed to firms). In particular, the Agreement should allow
a minimum retainer to be paid, regardless of the schedule of payments from
the client, together with an additional amount once an invoice is settled.
This would also encourage the Representative to assist the Consultant with
securing timely payment of its invoices.
Special cases may justify advance payments and the like. However, generally
speaking, when paying the Representative according to a ‘percentage’ formula,
it is advisable to use the basic arrangement whereby a Representative’s fee

V
is only paid when the Consultant is paid by a client. Of course, this does not
exclude the Representative from receiving payments for out of pocket outlays,
travel expenses, etc., as and when they are incurred. For instance, in the
Particular Conditions, the Consultant may agree to pay a retainer fee to the
Representative to cover basic, out-of-pocket expenses together with another
component of payment related to procurement of a Project (see Particular
Conditions, Appendix 2, Schedule A4).
7 Consultant’s Rights
7.1 In general, Sub-Clause 7.1, which allows the Consultant to terminate the
Agreement unilaterally, may seem to put too much power in the hands of the
entati
nta
Consultant. Moreover, it may be difficult to motivate a Representative under
unbala
unb
such terms, and courts of law may judge Sub-Clause 7.1 to be unbalanced.
However, experience has shown that a clear and unambiguousguous statem
stateme
statement of
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isputes. If they
the Consultant’s rights is necessary in order to avoid disputes. th can
present sound arguments, potential Representatives mayay be able to negotiate
to
o the Particula
more favourable terms, which can be introduced into Particular Conditions.
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If a Representative is compensated strictlyy on o thehe bas
basis of an agreed
Cons
Consultan
percentage of fees actually invoiced by the Consultant an paid by the client,
and
compensate for its effort and time
compen
this means that the Representative will be compensated
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spent before contract award only if the he
e Consultant
Consultan procures a contract with
the Representative’s help. It can bee argued that
tha this is an unfair, unbalanced
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ntative
situation because the Representative tive risks heavy
h losses if a Project is not
hooses
ooses to reject
procured or the Consultant chooses rejec an order or terminate negotiations
presentative agreement. In particular, it can be
presentative’s
without obtaining the Representative’s
argued that the Consultant
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ant should only be able to exercise the right of rejection
ut consulting the
or termination without t Representative if the Representative is
ated
properly compensateded for the time
tim and effort spent.
The percentage ge fee model
mode described above is a ‘no cure - no pay’ system
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nly when iti is proven that defined results have been delivered).
(i.e., pay only
mpensation
ensation model
This compensation mo can be appropriate for an agreement between two
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endent parties
independent partie (an agreement between an employer and an employee
would ld use a different
diffe compensation method). If the Agreement between the
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Re sentative
sentativ and the Consultant does not lead to a fruitful collaboration,
Representative
ha to be terminated. Until then, both parties run a risk. One should note
it has
neverth
nevertheless, that under these circumstances, it is important to maintain an
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op dialogue about the strategies to be used to pursue Projects and submit

open
pro
proposals.
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Notwithstanding the above points, if the Consultant backs out without good
reason, some compensation for the Representative may be in order, unless
payment for the Representative’s pre-award services has been agreed to be
on the basis of an agreed daily rate times the number of days actually worked.
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If subsequent negotiations are genuinely unsuccessful owing, for example,

to unreasonable fee expectations or a significant change in the scope of
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Consultant Services, then little or even no additional compensation may be

appropriate.
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7.2 Sub-Clause 7.2 requires the Representative to allow independently conducted

audits of its financial records, since this level of transparency is expected for
most contracts that are funded by International Financial Institutions (IFI’s). If
the Representative has several activities and does not work exclusively for
the Consultant, Sub-Clause 7.2 may be difficult to implement because it
may require the Representative to maintain separate accounts of its dealings
with the Consultant (an arrangement that IFI’s prefer). It is assumed here that
accounts need not involve highly complex processes: simple ledgers are often
adequate and within the reach of most firms in countries that do not require
audits.

VI
7.4 Sub-Clause 7.4 refers to the outcome of an independent audit and should be
self-explanatory.
8 Currency, Exchange and Taxes

8.1 Sub-Clause 8.1 specifies that all payments by the Consultant to the
Representative under the Agreement shall only be made in the Currency of
the Representative’s country of residence, unless specific agreements to
pay outside the Country are obtained from relevant authorities, and such
agreements are documented to the satisfaction of the Consultant. Payment
in another currency can be agreed upon in writing by the Parties, if such an

arrangement is legal in the country of residence of the Representative.
Although remuneration is specified according to the schedule in Ap Appendix 2
App
of the Particular Conditions on the basis of the value of thee signed
igned contract,
con
co
SE
Representatives may have legitimate reasons for wanting g to be paid offshore
of
rrency
(e.g., business operations outside the Country, currencyrency instability,
instabi
instabil etc.).
Furthermore, some of the Representative’s servicess may not be related to a
specific Project, for which payment may have to be e made by ththe Consultant in
U
the currency of the Consultant’s own country.
counts
Payments can only be made to bank accounts unts outside
outsid
o the Representative’s
T
ative has specific
country of residence if the Representative spec
sp agreements with all
relevant authorities.
AC
The above currency provisions are e included in the Agreement to mitigate the
risk that the Consultant could be a party to vviolations of currency laws or to tax
evasion.
TR
8.2 sibility of each Party, and a Party cannot transfer this
Taxes are the responsibility
responsibility to the other Party. HHe
Hence, the Representative must be responsible
Clause 8.2 for
as stated in Sub-Clause fo any tax liabilities arising from payments received
sultant.
tant. For ex
from the Consultant. example, taxes or levies which are imposed by a
N
uthority on the Representative following signature of an agreement

statutory authority
should be paid by the Representative and not separately by the Consultant.
O
9 Termination
rmination
mination
C
Although
Al ugh this clause
c may appear to be biased in favour of the Consultant, it
should be noted
sho
shou n that Sub-Clause 9.1 gives the Representative the right to
terminate upon giving ten days notice.
termina
R
13 D
Dispute
is Resolution
FO
Any
A agreement requires some basis for resolving disputes. Clause 13
introduces dispute resolution by mediation before proceeding to arbitration.
The clause states that disputes shall be finally settled under the Rules of
Arbitration of the International Chamber of Commerce (revised rules came into
effect on 1 January 2012, with revised cost scales effective as of 1 May 2010)
T
by one or more arbitrators appointed in accordance with the Rules, where the
venue for arbitration is decided by both Parties. This wording is balanced and
O
realistic, and should be useful in most cases.

N
14 Confidentiality
14.1 Sub-Clause 14.1 refers to the Representative’s obligation to keep in strict
confidence all confidential and proprietary information provided by the
Consultant. It should also be noted that paying others to reveal confidential
information constitutes bribery and is forbidden under anti-corruption laws.
This is an important topic for the Consultant to raise with the Representative,
as the provision of information that will help the Consultant prepare a winning
proposal is often part of the Representative’s scope of services.
The right to information is protected by the main human rights treaties and
conventions and has developed into a norm of customary international law.
To ensure that rights vested in international institutions (e.g., the right to audit
the Representative for an IFI-funded project) cannot be denied by the need

VII
to maintain confidentiality. It can be argued that confidentiality should be
subject to the customary international law relating to freedom of information.
Therefore, provisions in the Particular Conditions that limit the protection of
the Consultant’s confidential information will need to be carefully worded and
reviewed by the Consultant’s legal counsel.
15 Anti-Corruption
15.1 Clause 15 is the anti-corruption ‘heart’ of the Representative Agreement,
and should mirror the anti-corruption provisions of the Consultant’s Integrity
Management System. References to the Consultant’s Integrity Policy

Statement and/or Integrity Management System are to be included in the
Particular Conditions.
Sub-Clause 15.1 specifically prohibits payment of ‘anything ng of value’
value to a
SE
public official in connection with the Representative Serviceservices on behalf
beh of
be
w
the Consultant. This will therefore prohibit ‘facilitation payments’, which are
typically small payments made to an official so thatt he or she will w perform a
routine function more quickly. Note that, while some e anti-co
anti-corrup
anti-corruption laws such
U
ayme
ym s, others
as the US FCPA do not prohibit facilitation payments, other such as the UK
othe
Bribery Act do prohibit them. Because of the e eme
emerging trend
re of anti-corruption
DIC recommends
laws to prohibit facilitation payments, FIDIC recommen a ban on facilitation
recom
T
payments in all circumstances.
AC
Sub-Clause 15.1 also requires the hee Representative
Representa
Represent to notify the Consultant
t event that the Representative
immediately in writing with full particulars, in the
receives a request from anyy public official
officia requesting illicit payments. FIDIC
strongly recommends thiss provision in Representative Agreements, since the
TR
velopment banks
courts, multilateral development ba and similar agencies will seek these
details in the event of an inquiry.
It should also bee noted that th
the UK Bribery Act and some other anti-corruption
N
rohibits bribery of private parties, as well as foreign public officials.

legislation prohibits
ing
Participatingg in acts of
o bribery, fraud, collusion or extortion involving private
O
equa damaging to a consulting firm. Therefore, anti-corruption

parties can be equally
asures
ures should a
measures address both public sector and private sector bribery.
C
Th stt of specific
The list spe criminal activities to which the Representative warrants and
cov
coven
covenants ts it will not participate mirrors the wording of Article 8 of the OECD
Anti-Br
Anti-Bribery Convention, except for ‘unbalanced bidding’ which is deemed to
R
be im
impossible to assess.
FO
15.2
5 S
Sub-Clause 15.2 requires the Representative to confirm adherence to the
Consultant’s Code of Conduct at the time of signature of the Agreement, and
annually, using the sign-off form given in the Particular Conditions, Section
A: References from Clauses in the General Conditions (15.2). Since some
Representative Agreements will last for several years, an annual signature
T
ensures that the Representative signs off on the most recent Code, and is
reminded of it every year.
O
N

VlII
Agreement Regarding the form given as the ‘Agreement’:
For the article: “WHEREAS the Consultant wishes to establish a relationship with the
Representative for the purpose …”: the ‘purpose’, for instance, acquiring and/or executing
Project(s), should be described briefly in the Agreement or, if necessary, in an appendix
to the Agreement. If the purpose is technical in nature, the FIDIC Client-Consultant,
Sub-Consultant or Joint-Venture agreements (see the section ‘Further Reading’) should
be used, depending on the context.
For the article: “WHEREAS the Representative is in the position to facilitate….”:

a Consultant offering a broad range of services to several types of clients nt may not
nts
necessarily wish to designate only one Representative for a country, and for fo large
pecific
countries, may even wish to have regional delineation. To allow for a specificcific delin
deline
delineation
SE
rojects usually needs
of scope, the facilitation of say the acquisition and/or execution of Projects
ation as well. Note
to specify a territorial delineation, and possibly a sectoral delineation N also
that Clause 9.2 of the General Conditions refers to the Country ntry where Representative
Re
Services are performed.
U
ed
d for a sing
It is envisaged that the Agreement may be established single Project or for several
tha specifies
years. In both cases, there should be a ‘sunset clause’ that s the (renewable)
T
te.
term of the representation and the starting date.
AC
essary
ssary to ensure
In establishing the Agreement it is necessary ensu compliance with all applicable
itnesses
tnesses and sso forth.
laws regarding powers of attorney, witnesses
TR
n important
The basis for remuneration is an importan item.
ite It must be clearly and unambiguously
defined in Appendix 2 to the e Particular Conditions.
C It is normal practice to divide the
sultant’
ultant’ss servic
remuneration for the Consultant’s services into fees and expenses, although sometimes
the fees include some expenses.
N
O
C
R
FO
T
O
N

IX
Further reading The following FIDIC agreements for consulting services,
and their accompanying guides, relate directly to the FIDIC
Model Representative Agreement:
Client/Consultant Model Services Agreement (‘The
White Book’), 4th Ed 2006, being updated 2013;
The White Book Guide with other Notes on Documents
for Consultancy Agreements, 2001;
Joint Venture Agreement, 1st Ed 1992, being updated
2013;
Sub-Consultancy Agreement, 1st Ed 1992, being
updated 2014;
Sub-Consul
ub-Con
Guide to the Joint Venture and Sub-Consultancy
SE
Agreement, 1st Ed 1994.
cedures for im
Integrity Management and procedures implementing
marised in
Integrity Management are summarised in:
U
gement
eme System
FIDIC Integrity Management ystem (FIMS) Guidelines
1.
Part 1, 1st Ed 2011.
T
mber
ber of Commerce
International Chamber Comm
Co Rules of Arbitration:
AC
Rules off Arbitration, International Chamber of
merce
erc , Paris, F
Commerce, France, effective as of 1 January
2.
2012.
TR
uality Based S
Quality Selection and the selection of consultants
are
re covered iin:
FIDIC Consultant Selection Guidelines, 1st Ed 2003,
N
be
being updated 2013;
FIDIC Procurement Procedure Guide, 1st Ed 2011;
O
Quality Based Selection Guidelines, FIDIC, 2011.

C
OECD due-diligence guidelines, see:

Typologies on the Role of Intermediaries in International
R
Business Transactions, Final Report, October 2009.

FO
T
O
N

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Licensed copy: Leedsm, LEEDS METROPOLITAN UNIVERSITY, 12/02/2015, Uncontrolled Copy, ®FIDIC

A single copy of this

This is an uncontrolled copy - not for contract use

ISBN 978-2-88432-069-4 FIRST EDITION 2013

F IDIC members endorse

F IDIC organises an extensive programme of seminars, conferences, capacity building

workshops, and training courses.

of problems of mutual concern among Member Associations and representatives of the

FEDERATION INTERNATIONALE DES INGENIEURS-CONSEILS

umstances will it authorise modiﬁcation, reproduction or incorporation elsewhere.

published or disdistributed commercially.

This First Edition was drafted byy the Representative

out by Sam Eastwood ood

e Test Edition were commented on by the following persons: Prof. Mark

Following the Agreement, the clauses of general application cation

dance do not form

NOTES FOR GUIDANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . I

If the Representative (hereinafter referred to as the ‘Representative’)

WHEREAS, the Parties wish to record the terms and con

NOW THEREFORE THIS AGREEMENT MENT

Appendixdix 1 (Scope of Representative Services),

SIGNED BY THE CONSULTANT: SIGNED BY THE REPRESENTATIVE:

include any Additional Representative Services (Section C).

See Appendix 2 (Basis for Remuneration)

E Consultant’s Integrity Policy Statement (Appendix 3)

A Normal Representative Services (pre-award)

The Representative Services shall be those normally performed by a reputable

ative Services in connection

A1 dvising the Consultant with regard

governmental and d industrial authorities

Consultant may request the Representative to obtain to enable the Consultant to

A7 Provide liaison activities in bringing to a successful conclusion those negotiations

in which the Consultant agrees to participate. The Representative’s support shall

A8 Keep the Consultant informed of general conditions and developments in the

Model Representative Agreement

A11 (List any variations, omissions and additions)

B Project-Speciﬁc Representative Services (post award)

B1 Undertake routine administrative functions including, but notot limited to assistance

B2 Provide other periodic support to the personnel el of the

B5 Assist uponn request with

that is located in the home country of the Consultant.

B9 (List any variations, omissions and additions)

C Additional Representative Services

(To be listed if necessary)

A1 The Representative shall be entitled to payment for

earned and received by the Consultant of . . . . . .

Consultant’s fees for engineering projects cts % payable

act for a Project,

A7 (List any variations, omissions and additions)

Model Representative Agreement

The ﬁrm is committed to business integrity through the implementation of an assessed

- actively fight corruption by associating with organisations which share similar

4 Consultant’s Code of Conduct

The ﬁrm will include sustainability as a permanent goal in every project.

independence, integrityty and objectivity.

The ﬁrm will not accept any remuneration

The ﬁrm will

Model Representative Agreement