1. 1 CLIENT CONSULTANT AGREEMENT

2. 2 Negotiations Types of Consulting Contracts Standard Form of Contract Form of Contract General Conditions Special Conditions Appendices –Description of Services –Reporting Requirements –Staffing Schedule –Cost Estimates –Duties of Consultant and Client

3. 3 NEGOTIATIONS Technical Negotiations shall include: Discussions of TOR Methodology and staffing Special conditions of contract This should not alter the original TOR or terms of contract The final TOR and agreed methodology will form Description of Services of contract. Financial negotiations shall only be carried out if some costs/ cost elements quoted are not found to be reasonable. No financial negotiation should result into increase in financial cost as originally quoted by the consultant In case negotiations with selected consultants fail the client shall cancel the bidding procedure and re-invite the bids.

4. 4 TYPES OF CONTRACTS Lumpsum (Firm Fixed Price) Contract Used for assignments in which content, duration and output of consultants are clearly defined Widely used for planning and feasibility studies, environmental studies, detailed design etc. Payments are linked to outputs (deliverables) such as reports, drawings, bills of quantities, etc.

5. 5 Time Based Contract Used when difficult to define scope and length of services Widely used for complex studies, supervision of construction, advisory services or most training assignments Payments are made on agreed hourly, daily, weekly or monthly rates for staff plus reimbursable The rates for staff include salary, social costs, overhead, fee (or profit) and where appropriate special allowances Contract shall include maximum amount of payments to be made to consultant

6. 6 Percentage Contract Directly relate fees paid to consultant to the estimated or actual project construction cost or the cost of the goods procured or inspected Commonly used for Architectural services. Also used for procurement and inspection services

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8. 8 Retainer and/or contingency (success) fee contract Widely used when Consultants are preparing companies for sales or mergers of firms Remuneration of Consultant includes a retainer and a success fee, later normally a percentage of sale price of assets

9. 9 Indefinite delivery contract (Price Agreement) Used when client needs specialized services to provide advice on a particular activity, extent and timing cannot be defined in advance Commonly used to retain Advisers for implementation of complex projects, Experts for dispute resolution, procurement advice, O&M and so on Client and Consultant agree on unit rate and Consultant is paid on basis of time actually used Consultant is selected based on unit rate quoted by them for providing services

10. 10 GENERAL CONDITIONS OF CONTRACT General Provisions Relationship Between Parties Law Governing Contract Notices Location Authority of Leader Authorized Representative Taxes and Duties Fraud and Corruption Measures to be Taken by the Client Commission and Fees

11. 11 GENERAL CONDITIONS OF CONTRACT Commencement, Completion, Modification and Termination of Contract Effectiveness of Contract Expiration of Contract Modifications or Variations Force Majeure Suspension Termination By Client By Consultant Cessation of Rights and Obligations Cessation of Services Payment upon Termination

12. 12 GENERAL CONDITIONS OF CONTRACT Obligations of the Consultant Standard of Performance Conflict of Interests Confidentiality Insurance Accounting, Inspection and Auditing Actions Requiring Prior Approval Reporting Obligations Documents Property of Client Equipment, Material Provided by either Party

13. 13 GENERAL CONDITIONS OF CONTRACT Obligations of the Client Assistance and Exemptions Change in Applicable Law Relating to Taxes and Duties Services and Facilities Payment to the Consultant Fairness and Good Faith Settlement of Disputes Liquidated Damages

14. 14 SPECIAL CONDITIONS OF CONTRACT General Conditions of Contract Generally not to be Modified Clauses in Special Conditions will be Used to Modify General Conditions

15. 15 APPENDICES Description of Services Final Terms of Reference Worked out by the Client and the Consultant during Technical Negotiations and include Dates for completion of various tasks Place of performance of different tasks/activities Approval of deliverables Reporting Requirements Format, Frequency, contents of reports and responsible persons Staffing Schedule

16. 16 Cost of Services Negotiated Final Prices Duties of Client List of Services Facilities Property to be made available to the Consultant