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FIDIC,CLIENT/CONSULTANT MODEL SERVICES AGREEMENT(“White Book”)Third Edition, 1998CONTENTSAGREEMENTGENERAL CONDITIONSDEFINITIONS AND INTERPRETATION1.Definitionsdefinitions defininzn. 定义（definition的复数形式）2.Interpretationinterpretation in,t:priteinn. 解释；翻译；演出OBLIGATIONS OF THE CONSULTANT3.Scope of Services4.Normal, Additional and Exceptional Services5.Duty of Care and Exercise of Authority6.Clients PropertyOBLIGATIONSobligations基本翻译n. 义务；债务；承付款项（obligation的复数） OF THE CLIENT7.Information8.Decisions9.Assistance10.Equipment and Facilities11.Clients Personnel12.Services of OthersPERSONNEL13.Supply of Personnel14.Representatives15.Changes in PersonnelLIABILITY AND INSURANCE16.Liabilityliability ,laibiltin. 责任；债务；倾向 between the Parties16.1Liability of the Consultant16.2Liability of the Client16.3Compensationcompensation ,kmpenseinn. 补偿；报酬；赔偿金17.Duration of Liability18.Limit of Compensation and Indemnityindemnity indemntin. 补偿，赔偿；保障；赔偿物18.1Limit of Compensation18.2Indemnity18.3Exceptions19.Insurance for Liability and Indemnity20.Insurance of Clients PropertyCOMMENCEMENT, COMPLETION, ALTERATION AND TERMINATION OF THE AGREEMENT21.Agreement Effective22.Commencement and Completion23.Variationvariation ,vrieinn. 变化；生物 变异，变种24.Further Proposals25.Delays26.Changed Circumstancescircumstance s:kmstns n. 环境，情况；事件；境遇27.Abandonment, Suspension or Termination27.1By Notice of the Client27.2By Notice of the Consultant28.Exceptional Services29.Rights and Liabilities of PartiesPAYMENT30.Payment to the Consultant31.Time for Paymenttime for payment:付款的时间32.Currency of Payment33.Third Party Charges on the Consultant34.Disputeddisputedadj. 有争议的v. 争论；激烈争辩（dispute的过去分词） Invoicesinvoicesn. 发票，单据（invoice的复数）v. 给开发票；托运（invoice的第三人称单数）35.Independent Auditaudit :ditaudit:审计 | 审核 | 查帐GENERAL PROVISIONS36.Languages and Law37.Changes in Legislationlegislation ,ledislein立法 | 法规 | 法律的制定38.Assignmentassignment sainmntn. 分配；任务；作业；功课 and Sub-Contracts39.Copyright40.Conflictconflict knflikt, knflikt冲突 | 抵触 | 矛盾 of Interest/Corruptioncorruption krpnn. 贪污，腐败；堕落 and Fraudfraud fr:dn. 欺骗；骗子；诡计41.Notices42.PublicationSETTLEMENT OF DISPUTES43.Amicableamicable mikbladj. 友好的；友善的 Dispute Resolutiondispute resolution:和调解纠纷 | 纠纷解决 | 争端解决dispute dispju:t, dis-n. 辩论；争吵vt. 辩论；怀疑；阻止；抗拒vi. 争论43.1Attempt to Resolve43.2Referral to Mediator43.3Appointment of Mediatormediator mi:dieitn. 调停者；中介者 | 中间人 | 调解人43.4Agreement of Program43.5Written Agreement to be Binding43.6Non-binding Opinion43.7Costs of Mediation43.8Failure of Mediation44.Arbitrationarbitration ,:bitreinn. 公断，仲裁PARTICULAR CONDITIONSA.References from Clauses in the General ConditionsB.Additional ClausesAPPENDICESA.Scope of ServicesB.Personnel, Equipment, Facilities and Services of Others to be Provided by the ClientC.Remuneration ri,mju:nreinn. 报酬；酬劳，赔偿and PaymentAGREEMENTThis Agreement made the _ day of _, _ between _of _(hereinafter called the Client) of the one partand _of _ (hereinafter called the Consultant) of the other part.WHEREAS the Client desires that certain Services should be performed by the Consultant, namely _and has accepted a proposal by the Consultant for the performance of such Services.NOW THIS AGREEMENT WITNESSETH AS FOLLOWS1.In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the Conditions of the Client/Consultant Model Services Agreement hereinafter referred to.2.The following documents shall be deemed to form and be read and construedconstrue knstru:, knstru:vt. 分析；解释；翻译vi. 作文法性的分析 as part of this Agreement, namelynamely neimliadv. 也就是；即是；换句话说namely:即 | 就是说 | 就是:(a)The Letter of Acceptance;Letter of Acceptance中标通知书；接受函(b)The Conditions of the Client/Consultant Model Services Agreement (General Conditions and Particular Conditions)(c)The Appendicesappendices pendisi:zn. 附件；阑尾；附加物；充气管（appendix的复数）appendices:附录 | 附件 | 阑尾, namely:Appendix A -Scope of ServicesAppendix B -Personnel, Equipment, Facilities and Services of Others to be Provided by the ClientAppendix C -Remunerationremuneration ri,mju:nrein报酬 | 酬劳 | 薪酬 and Payment3.In consideration of the payments to be made by the Client to the Consultant as hereinafter mentioned the Consultant hereby agrees with the Client to perform the Services in conformityconformity knf:mitin. 一致，适合；符合；相似 with in conformity with与相符，符合；遵照；和相适应the provisions of the Agreement.4.The Client hereby agrees to pay the Consultant in consideration of the performance of the Services such amounts as may become payable under the provisions of the Agreement at the times and in the manner prescribedprescribed priskraibdadj. 规定的 by the Agreement.In Witness whereofin witness whereof以资证明；作为其证据In Witness Whereof:以昭信守 | 以资证明 | 作为其证据 the parties heretohereto ,hitu:adv. 到此为止；关于这个hereto:到这里 | 至此为止 | 到此为止 have caused this Agreement to be executed the day and year first before written in accordance with their respective laws.Authorized signature(s) of Client_In the presence of:Name: _Signature: _Address: _Authorized signature(s) of Consultant_In the presence of:Name: _Signature: _Address: _CONDITIONS OF THE CLIENT/CONSULTANTMODEL SERVICES AGREEMENTGENERAL CONDITIONSDEFINITIONS AND INTERPRETATION1.DEFINITIONSThe following words and expressions shall have the meanings assigned to them except where the context otherwise requires:(i)“Project” means the project named in the Particular Conditions for which the Works are to be provided.(ii)“Services” means the services to be performed by the Consultant in accordance with the Agreement and comprise Normal Services, Additional Services and Exceptional Services.(iii)“Works” means the permanent works to be executed (including the goods and equipment to be supplied to the Client) for the achievement of the Project.(iv)“Client” means the party named in the Agreement, who employs the Consultant, and legal successors to the Client and permitted assignees.(v)“Consultant” means the party named in the Agreement, who is employed as an independent professional firm by the Client to perform the Services, and legal successors to the Consultant and permitted assignees.(vi)“party” and “parties” means the Client and the Consultant and “third party” means any other person or entity as the context requires.(vii)“Agreement” means the Conditions comprising the Conditions of the Client/Consultant Model Services Agreement (General Conditions and Particular Conditions) together with Appendix A (Scope of Services), Appendix B (Personnel, Equipment, Facilities and Services of Others to be Provided by the Client), Appendix C (Remuneration and Payment), Letter of Acceptance and Formal Agreement if completed, or otherwise as specified in the Particular Conditions.(viii)“day” means the period between any one midnight and the next.(ix)“month” means a period of one month according to the Gregorian calendarcalendar klind 日历；天 历法；日程表 将列入表中；将排入日程表 Gregorian calendar公历；阳历 | 格列高利历commencing with any day of the month.(x)“Local Currency” (LC) means the currency of the country where the Project is located and “Foreign Currency” (FC) means any other currency.(xi)“Agreed compensation” means additional sums as defined in the Particular Conditions which are payable under the Agreement.2.INTERPRETATION(i)The headings in the Agreement shall not be used in its interpretation.(ii)The singular includes the plural, the masculine includes the feminine, and vice-versa where the context requires.(iii)If there is conflict between provisions of the Agreement, the last to be written chronologically shall prevail, unless otherwise specified in the Particular Conditions.OBLIGATIONS OF THE CONSULTANT3.SCOPE OF SERVICESThe Consultant shall perform Services relating to the Project. The Scope of the Services is stated in Appendix A.4. NORMAL, ADDITIONAL AND EXCEPTIONAL SERVICES(i)Normal Services are those described as such in Articles A.2 and A.3 of Appendix A.(ii)Additional Services are those described as such in Appendix A or which by written agreement of the parties are otherwise additional to Normal Services.(iii)Exceptional Services are those which are not Normal or Additional Services but which are necessarily performed by the Consultant in accordance with Clause 28.5.DUTY OF CARE AND EXERCISE OF AUTHORITY(i)The Consultant shall exercise reasonable skill, care and diligence in the performance of his obligations under the Agreement.(ii)Where the Services include the exercise of powers or performance of duties authorized or required by the terms of a contract between the Client and any third party, the Consultant shall:(a)act in accordance with the contract provided that the details of such powers and duties are acceptable to him where they are not described in Appendix A.(b)if authorized to certify, decide or exercise discretiondiscretion diskrenn. 自由裁量权；谨慎；判断力；判定；考虑周到, do so fairly between the Client and third party not as an arbitrator but as an independent professional acts by his skill and judgment.(c)if soif so如果是这样的话；要是这样if so:假如这样 | 如果这样 | 如果有 authorized vary the obligations of any third party, subject tosubject to使服从；使遭受；受管制受制于 | 易受 | 使受到 obtaining the priorprior praiadj. 优先的；在先的，在前的adv. 在前，居先prior:更重要的 | 较早的 | 事先 approvalprior approval事先批准；预先审批；事前批准；事前许可；预先核准 of the Client to any variation which can have an important effect on costs or quality or time (except in any emergency when the Consultant shall inform the Client as soon as practicablepracticable prktikbladj. 可用的；行得通的；可实行的practicable:行得通的 | 可行 | 落实).6.CLIENTS PROPERTYAnything supplied by or paid for by the Client for the use of the Consultant shall be the property of the Client, and where practicable shall be so marked. When the Services are completed or terminated, the Consultant shall furnish furnish f:nivt. 提供；供应；装备inventories inventory invntri, -t:rin. 存货，存货清单；详细目录；财产清册| 库存 | 贸易中的存货to the Client of what has not been consumedconsumed knsju:mdv. 消耗（consume的过去式和过去分词）adj. 充满的；对著迷的用光 | 消费 | 消耗的 in the performance of the Services and shall deliver it as directeddirected direktid, dai-v. 指导；管理（direct的过去式和过去分词）adj. 定向的；经指导的；被控制的 有向 | 方向的 | 目标导向 by the Client. Such delivery shall be regarded asbe regarded as被认为是；被当做是 an Additional Service.OBLIGATIONS OF THE CLIENT7.INFORMATIONThe Client shall so as notso as not tovt. 以便不（未到.的程度）so as not to:以免 | 免得 | 生怕 to delay the Services and within a reasonable time give to the Consultant free of cosfree of cost免费奉送 免费赠送 | 免费 | 免费赠予t all information in his power to obtain which may pertainpertain p:tein, p-vi. 属于；关于；适合pertain to关于；从属于；适合 to the Services.8.DECISIONSOn all matters properly referred to him in writing by the Consultant the Client shall give his decision in writing so as not to delay the Services and within a reasonable time.9.ASSISTANCEIn the country of the Project and in respect ofin respect of关于，涉及In Respect Of:就 | 关于 | 涉及 the Consultant, his personnel and dependents, as the case may beas the case may be根据具体情况；看情形而定as the case may be:看情况 | 根据具体情况 | 根据情况不同, the Client shall do all in his power to assist in:(i)the provision of documents necessary for entry, residence, work and exit;(ii)providing unobstructed access wherever it is required for the Services;(iii)import, export and custom clearancecustom clearance清关；外贸通关；进出口报关 of personal effectspersonal effects个人财产；所有物，私物私人用品 | 随身物品 | 私人物品 and of goods required for the Services; (iv)their repatriationrepatriation ,ri:peitrieinn. 遣送回国；调回本国repatriation:收回的风险 | 归国准备 | 遣返 in emergencies;(v)the provision of the authorities necessary to permit the import of foreign currency by the Consultant for the Services and by his personnel for their personal use and to permit the export of money earned in the performance of the Services;(vi)providing access to other organizations for collection of information which is to be obtained by the Consultant.10.EQUIPMENT AND FACILITIESThe Client shall make available, free of cost, to the Consultant for the purpose of the Services the equipment and facilities described in Appendix B.11.CLIENTS PERSONNELIn consultation within consultation with经与磋商 the Consultant, the Client shall at his costat ones cost： 某人出资at ones risk and cost： 某人承担风险和费用 arrange for the selection and provision of personnel in his employment to the Consultant in accordance with Appendix B. In connection within connection with与有关；与相连in connection with:关于 | 与有关 | 与相关的 the Services such personnel shall take instructions only from the Consultant.12.SERVICES OF OTHERSThe Client shall at his cost arrange for the provision of services from others as described in Appendix B, and the Consultant shall co-operate with the suppliers of such services but shall not be responsible for them or their performance.PERSONNEL13.SUPPLY OF PERSONNELThe personnel who are sent by the Consultant to work in the country of the Project shall have been physically physically fizikliadv. 身体上，身体上地physically:物理地 | 身体上地 | 肉体上physical examination 体检examined and foundand found基本翻译美国英语(工资以外)供给膳宿亦作 all found网络释义And Found:并且认为 fit for their assignmentsassignments sainmntsn. 作业（assignment的复数形式）；分配assignments:作业 | 分配 | 课外练习, and their qualifications shall be acceptable to the Client.The personnel to be supplied by the Client in accordance with Clause 11 shall be acceptable to the Consultant.If the Client cannot supply Clients personnel or services of others for which he is responsible and it is agreed to be necessary for the satisfactory performance of the Services, the Consultant shall arrange for its supply as an Additional Service.14.REPRESENTATIVESFor the administration of the Agreement, each party shall designate designate dezineit, dezinit, -neitvt. 指定；指派；标出；把定名为adj. 指定的；选定的网络释义designate:任命 | 指派 | 指定the official or individualindividual ,individjul, -dladj. 个人的；个别的；独特的n. 个人，个体Individual:个体 | 特别的 | 个别的 to be his representative. If required by the Client, the Consultant shall designate an individual to liaise liaise lieiz基本翻译vi. 保持联络；担任联络官网络释义liaise:保持联络 | 取得联系 | 担任联络官with the Clients representative in the country of the Project.15.CHANGES IN PERSONNELIf it is necessary to replace any person, the party responsible for the appointment shall immediately arrange for replacement by a person of comparable competence.The cost of such replacement shall be borne by be borne by由负担borne b:n基本翻译v. 忍受；负荷；结果实；生子女（bear的过去分词）the party responsible for the appointment except that if the replacement is requested by the other party, (i)such request shall be in writing stating the reason for it, and(ii)the party making the request shall bear the cost of replacement unless misconduct misconduct ,miskndkt, ,miskndktn. 不端行为；处理不当vt. 处理不当；行为不检or inability toinability to没有.的能力 perform satisfactorily is established as the reason.LIABILITYliability ,laibiltin. 责任；债务；倾向 AND INSURANCE16.LIABILITY BETWEEN THE PARTIES16.1Liability of the Consultant.The Consultant shall only be liable to be liable to易于的；有倾向的；应付有责任，应遵守pay compensation to the Client arising out ofarise out of起于 or in connection within connection with与有关；与相连in connection with:关于 | 与有关 | 与相关的 the Agreement if a breachn. 违背，违反；缺口vt. 违反，破坏；打破 of Article 5.1 is established against him.16.2Liability of the Client.The Client shall be liable to the Consultant if a breach of his duty to the Consultant is established against the Client.16.3Compensation.If it is established that either party is liable to the other, compensation shall be payable only on the following terms:(i)Such compensation shall be limited to the amount of reasonably foreseeableforeseeable f:si:bladj. 可预知的；能预测的 可预见的 | 可预知的 | 能看穿的 loss and damage suffered as a result of such breaches, but not otherwise.(ii)In any eventin any event无论如何；不管怎样, the amount of such compensation will be limited to the amount specified in Claus