Contract for Consultants Services

S TA N D A R D F O R M
OFCONTRACT

Consultants Services
Time-Based / Lump sum
Small Assignments
[Assignments of value between
Rupees 0.15 Million to Rupees 30.00Million]

Title of Consulting Services [insert: title]

Project Name: [insert: project name]
Office Name: [insert: Office Name]
Office Address: [insert: Office Address]

Funding Agency : Government Budget or Loan/Credit/Grant

[insert: Loan/Credit/Grant number if bank
financed ]

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Contract for Consultants Services

Table of Contents
I.

Form of Contract................................................................................................................ 4

II.

General Conditions of Contract.......................................................................................... 6

III.

Special Conditions of Contract......................................................................................... 21

IV.

Appendices...................................................................................................................... 28

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Contract for Consultants Services

Contract for Consultant Services

For
[ Name of the Assignment]
Between

[name of the Client]

And

[Name of the Consultants]

Dated:

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I. Form of Contract

I. Form of Contract
This CONTRACT (hereinafter called the Contract) is made the [day] day of the month of
[month], [year], between, on the one hand, [name of client] (hereinafter called the Client) and,
on the other hand, [name of consultants] (hereinafter called the Consultants).
[Note: If the Consultants consist of more than one entity, the above should be partially
amended to read as follows: (hereinafter called the Client) and, on the other hand, a joint
venture consisting of the following entities, each of which will be jointly and severally liable to
the Client for all the Consultants obligations under this Contract, namely, [name of consultants]
and [name of consultants] (hereinafter called the Consultants).]1
WHEREAS
(a)
the Client has requested the Consultants to provide certain consulting services as
defined in the General Conditions of Contract attached to this Contract (hereinafter
called the Services);
(b)

the Consultants, having represented to the Client that they have the required
professional skills, and personnel and technical resources, have agreed to provide
the Services on the terms and conditions set forth in this Contract;

(c)

the Client has received [or has applied for] a loan [or credit or grant] from the Donor
Agency (hereinafter called the Donor) towards the cost of the Services and
intends to apply a portion of the proceeds of this loan [credit or grant] to eligible
payments under this Contract, it being understood (i) that payments by the Donor
will be made only at the request of the Client and upon approval by the Donor, (ii)
that such payments will be subject, in all respects, to the terms and conditions of
the agreement providing for the loan [or credit or grant], and (iii) that no party other
than the Client shall derive any rights from the agreement providing for the loan [ or
credit or grant] or have any claim to the loan [or credit or grant] proceeds;

[Note: Include clause (c) only in donor-funded projects. Otherwise omit.]

NOW THEREFORE the parties hereto hereby agree as follows:
1.

The following documents attached hereto shall be deemed to form an integral part of this
Contract:
(a)
(b)
(c)

The General Conditions of Contract;

The Special Conditions of Contract;
The following Appendices: [Note: If any of these Appendices are not used, the
words Not Used should be inserted below next to the title of the Appendix and on the
sheet attached hereto carrying the title of that Appendix.]
Appendix A:
Appendix B:
Appendix C:
Appendix D:
Appendix E:
Appendix F:
Appendix G:

2.

Description of the Services

Reporting Requirement
Key Personnel and Subconsultants
Duties of the Client
Cost Estimates in Local Currency
Form of Guarantee for Advance Payments
Minutes of Negotiations Meetings

The mutual rights and obligations of the Client and the Consultants shall be as set forth in
the Contract, in particular:
(a)

the Consultants shall carry out the Services in accordance with the provisions of
the Contract; and

1 Text in brackets is optional; all notes should be deleted in final text.

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I. Form of Contract

(b)

the Client shall make payments to the Consultants in accordance with the
provisions of the Contract.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their
respective names as of the day and year first above written.
For and on behalf of [name of client]

[Authorized Representative]
For and on behalf of [name of consultants]

[Authorized Representative]
[Note: If the Consultants consist of more than one entity, all these entities should appear as
signatories, e.g., in the following manner:]
For and on behalf of each of the Members of the Consultants
[name of member]

[Authorized Representative]
[name of member]

[Authorized Representative]

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II. General Conditions of Contract

II. General Conditions of Contract

1.

General Provisions

1.1 Definitions

Unless the context otherwise requires, the following terms whenever

used in this Contract have the following meanings:
a.

Applicable Law means the laws and any other instruments

having the force of law in Nepal, as they may be issued and
in force from time to time;

b.

Government means Government of Nepal.

c.

Contract means the Contract signed by the Parties, to which

these General Conditions of Contract (GCC) are attached,
together with all the documents listed in Clause 1 of such
signed Contract;

d.

Effective Date means the date on which this Contract comes

into force and effect pursuant to Clause GCC 2.1;

e.

GCC means these General Conditions of Contract;

f.

Donor means the organization offering loan, credit or grant

to GoN

g.

Local Currency means the currency of the Government;

h.

Member, in case the Consultants consist of a joint venture of

more than one entity, means any of these entities; and
Members means all these entities;

i.

Party means the Client or the Consultants, as the case may

be, and Parties means both of them;

j.

Personnel means persons hired by the Consultants or by

any Subconsultant as employees and assigned to the
performance of the Services or any part thereof; Foreign
Personnel means such persons who at the time of being so
hired had their domicile outside Nepal; Local Personnel
means such persons who at the time of being so hired had
their domicile inside Nepal; and Key Personnel means the
Personnel referred to in Clause GCC 4.2(a);

k.

SCC means the Special Conditions of Contract by which the

GCC may be amended or supplemented;

l.

Services means the work to be performed by the

Consultants pursuant to this Contract, as described in
Appendix A hereto;

m.

Subconsultant means any person or entity to whom/which

the Consultants subcontract any part of the Services in
accordance with the provisions of Clause GCC 3.7;

n.

Third Party means any person or entity other than the

Government, the Client, the Consultants or a Subconsultant.

1.2 Relation
between the
Parties

Nothing contained herein shall be construed as establishing a

relation of master and servant or of principal and agent as between
the Client and the Consultants. The Consultants, subject to this
Contract, have complete charge of Personnel and Subconsultants, if
any, performing the Services and shall be fully responsible for the
Services performed by them or on their behalf hereunder.

1.3 Law Governing

This Contract, its meaning and interpretation, and the relation

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II. General Conditions of Contract

Contract

between the Parties shall be governed by the Applicable Law of

Nepal.

1.4 Language

This Contract has been executed in the English language, which

shall be the binding and controlling language for all matters relating
to the meaning or interpretation of this Contract.

1.5 Headings

The headings shall not limit, alter or affect the meaning of this
Contract.

1.6 Notices

1.6.1 Any notice, request or consent required or permitted to be

given or made pursuant to this Contract shall be in writing.
Any such notice, request or consent shall be deemed to have
been given or made when delivered in person to an authorized
representative of the Party to whom the communication is
addressed, or when sent by registered mail, telex, telegram or
facsimile to such Party at the address specified in the SCC.
1.6.2 Notice will be deemed to be effective as specified in the SCC.
1.6.3 A Party may change its address for notice hereunder by giving
the other Party notice of such change pursuant to the
provisions listed in the SCC with respect to Clause GCC 1.6.2.

1.7 Location

The Services shall be performed at such locations as are specified in

Appendix A hereto and, where the location of a particular task is not
so specified, at such locations, whether in Nepal or elsewhere, as
the Client may approve.

1.8 Authority of
Member in
Charge

In case the Consultants consist of a joint venture of more than one

entity, the Members hereby authorize the entity specified in the SCC
to act on their behalf in exercising all the Consultants rights and
obligations towards the Client under this Contract, including without
limitation the receiving of instructions and payments from the Client.

1.9 Authorized
Representatives

Any action required or permitted to be taken, and any document

required or permitted to be executed, under this Contract by the
Client or the Consultants may be taken or executed by the officials
specified in the SCC.

1.10 Taxes and

Duties

Unless otherwise specified in the SCC, the Consultants,

Subconsultants and Personnel shall pay such taxes, duties, fees and
other impositions as may be levied under the Applicable Law.

2.

Commencement, Completion, Modification and Termination of Contract

2.1 Effectiveness
of Contract

This Contract shall come into force and effect on the date (the
Effective Date) of the Clients notice to the Consultants instructing
the Consultants to begin carrying out the Services. This notice shall
confirm that the effectiveness conditions, if any, listed in the SCC
have been met.

2.2 Termination of
Contract for
Failure to
Become Effective

If this Contract has not become effective within such time period after
the date of the Contract signed by the Parties as shall be specified in
the SCC, either Party may, by not less than thirty (30) days written
notice to the other Party, declare this Contract to be null and void,
and in the event of such a declaration by either Party, neither Party
shall have any claim against the other Party with respect hereto.

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II. General Conditions of Contract

2.3 Commencement
of Services

The Consultants shall begin carrying out the Services at the end of
such time period after the Effective Date as shall be specified in the
SCC.

2.4 Expiration of
Contract

Unless terminated earlier pursuant to Clause GCC 2.9 hereof, this

Contract shall terminate at the end of such time period after the
Effective Date as shall be specified in the SCC.

2.5 Variation

Variation of the terms and conditions of this Contract, including any

variation of the scope of the Services, may only be made by written
agreement between the Parties however, each Party shall give due
consideration to any proposals for variation made by the other Party.

2.6 Force Majeure

2.6.1 Definition

a.

For the purposes of this Contract, Force Majeure means an

event which is beyond the reasonable control of a Party, and
which makes a Partys performance of its obligations
hereunder impossible or so impractical as reasonably to be
considered impossible in the circumstances, and includes,
but is not limited to, war, riots, civil disorder, earthquake, fire,
explosion, storm, flood or other adverse weather conditions,
strikes, lockouts or other industrial action (except where such
strikes, lockouts or other industrial action are within the power
of the Party invoking Force Majeure to prevent), confiscation
or any other action by government agencies.

b.

Force Majeure shall not include (i) any event which is caused
by the negligence or intentional action of a Party or such
Partys Subconsultants or agents or employees, nor (ii) any
event which a diligent Party could reasonably have been
expected to both (A) take into account at the time of the
conclusion of this Contract and (B) avoid or overcome in the
carrying out of its obligations hereunder.

c.

Force Majeure shall not include insufficiency of funds or

failure to make any payment required hereunder.

2.6.2 No Breach of
Contract

The failure of a Party to fulfill any of its obligations hereunder shall

not be considered to be a breach of, or default under, this Contract
insofar as such inability arises from an event of Force Majeure,
provided that the Party affected by such an event has taken all
reasonable precautions, due care and reasonable alternative
measures, all with the objective of carrying out the terms and
conditions of this Contract.

2.6.3 Measures to
be Taken

A Party affected by an event of Force Majeure shall take all

reasonable measures to remove such Partys inability to fulfill
its obligations hereunder with a minimum of delay.

A Party affected by an event of Force Majeure shall notify the

other Party of such event as soon as possible, and in any
event not later than fifteen (15) days following the occurrence
of such event, providing evidence of the nature and cause of
such event, and shall similarly give notice of the restoration of
normal conditions as soon as possible.

The Parties shall take all reasonable measures to minimize

the consequences of any event of Force Majeure.

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II. General Conditions of Contract

2.6.4 Extension of
Time (EoT)

Any period within which a Party shall, pursuant to this Contract,

complete any action or task, shall be extended for a period equal to
the time during which such Party was unable to perform such action
as a result of Force Majeure or Clients failure to provide facilities in
time as per the contract
The Consultant shall submit an application to the Client for extension
of time, stating the causes for delay with supporting evdence within7
days before the expiry of the Contract completion date.The approval
of EoT shall be subject to verification by the Client weather:
a. the consultant had made the best possible efforts to
complete the work in due time ,
b. the facilities to be provided by the Client as per the contract
to the Consultant was made in time or not,
c. the delay was as a result of Force Majeure or not.

2.6.5 Consultation

Not later than thirty (30) days after the Consultants, as the result of
an event of Force Majeure, have become unable to perform a
material portion of the Services, the Parties shall consult with each
other with a view to agreeing on appropriate measures to be taken in
the circumstances.

2.7 Suspension

The Client may, by written notice of suspension to the Consultants,

suspend all payments to the Consultants hereunder if the
Consultants fail to perform any of their obligations under this
Contract, including the carrying out of the Services, provided that
such notice of suspension (i) shall specify the nature of the failure,
and (ii) shall request the Consultants to remedy such failure within a
period not exceeding thirty (30) days after receipt by the Consultants
of such notice of suspension.

2.8 Termination
2.8.1 By the Client

The Client may, by not less than thirty (30) days written notice of
termination to the Consultants. (except in the event listed in
paragraph (f) below, for which there shall be a written notice of not
less than sixty (60) days), such notice to be given after the
occurrence of any of the events specified in paragraphs (a) through
(g) of this Clause GCC 2.8.1, terminate this Contract:
if the Consultants fail to remedy a failure in the performance of their
obligations hereunder, as specified in a notice of suspension
pursuant to Clause 2.8 hereinabove, within thirty (30) days of receipt
of such notice of suspension or within such further period as the
Client may have subsequently approved in writing;
o.
if the Consultants become (or, if the Consultants consist of
more than one entity, if any of their Members becomes) insolvent or
bankrupt or enter into any agreements with their creditors for relief
of debt or take advantage of any law for the benefit of debtors or go
into liquidation or receivership whether compulsory or voluntary;
p.
if the Consultants fail to comply with any final decision
reached as a result of arbitration proceedings pursuant to Clause
GCC 8 hereof;
q.
if the Consultants submit to the Client a statement which has
a material effect on the rights, obligations or interests of the Client
and which the Consultants know to be false;
r.
if, as the result of Force Majeure, the Consultants are unable
to perform a material portion of the Services for a period of not less

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II. General Conditions of Contract

than sixty (60) days; or

s.
if the Client, in its sole discretion and for any reason
whatsoever, decides to terminate this Contract.
t.
if the Consultant, in the judgment of the Client, has engaged
in corrupt or fraudulent practices in competing for or in executing the
Contract. For the purpose of this clause:
corrupt practice means the offering, giving, receiving or
soliciting of anything of value to influence the action of a public
official in the selection process or in contract execution.
fraudulent practice means a misrepresentation of facts in
order to influence a selection process or the execution of a contract
to the detriment of the Client, and includes collusive practice among
consultants (prior to or after submission of proposals) designed to
establish prices at artificial non-competitive levels and to deprive the
Client of the benefits of free and open competition.
2.8.2 By the
Consultants

The Consultants may, by not less than thirty (30) days written notice
to the Client, such notice to be given after the occurrence of any of
the events specified in paragraphs (a) through (d) of this Clause GC
2.8.2, terminate this Contract:
a

if the Client fails to pay any money due to the Consultants

pursuant to this Contract and not subject to dispute pursuant
to Clause GCC 8 hereof within forty-five (45) days after
receiving written notice from the Consultants that such
payment is overdue;

u.

if the Client is in material breach of its obligations pursuant to

this Contract and has not remedied the same within forty-five
(45) days (or such longer period as the Consultants may have
subsequently approved in writing) following the receipt by the
Client of the Consultants notice specifying such breach;

v.

if, as the result of Force Majeure, the Consultants are unable

to perform a material portion of the Services for a period of
not less than sixty (60) days; or

w.

if the Client fails to comply with any final decision reached as

a result of arbitration pursuant to Clause GCC 8 hereof.

2.8.3 Cessation of
Rights and
Obligations

Upon termination of this Contract pursuant to Clauses GCC 2.2 or

GCC 2.9 hereof, or upon expiration of this Contract pursuant to
Clause GCC 2.4 hereof, all rights and obligations of the Parties
hereunder shall cease, except (i) such rights and obligations as may
have accrued on the date of termination or expiration, (ii) the
obligation of confidentiality set forth in Clause GCC 3.3 hereof, (iii)
the Consultants obligation to permit inspection, copying and auditing
of their accounts and records set forth in Clause GCC 3.6(ii) hereof,
and (iv) any right which a Party may have under the Applicable Law.

2.8.4 Cessation of
Services

Upon termination of this Contract by notice of either Party to the

other pursuant to Clauses GCC 2.9.1 or GCC 2.9.2 hereof, the
Consultants shall, immediately upon dispatch or receipt of such
notice, take all necessary steps to bring the Services to a close in a
prompt and orderly manner and shall make every reasonable effort
to keep expenditures for this purpose to a minimum. With respect to
documents prepared by the Consultants and equipment and
materials furnished by the Client, the Consultants shall proceed as

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II. General Conditions of Contract

provided, respectively, by Clauses GCC 3.9 or GCC 3.10 hereof.

2.8.5 Payment upon
Termination

2.8.6 Disputes
about Events
of Termination

3.

Upon termination of this Contract pursuant to Clauses GCC 2.8.1 or

GCC 2.9.2 hereof, the Client shall make the following payments to
the Consultants:
a

remuneration pursuant to Clause GCC 6 hereof for Services

satisfactorily performed prior to the effective date of
termination;

x.

reimbursable expenditures pursuant to Clause GCC 6 hereof

for expenditures actually incurred prior to the effective date of
termination; and

y.

except in the case of termination pursuant to paragraphs (a)

through (d) of Clause GCC 2.8.1 hereof, reimbursement of
any reasonable cost incident to the prompt and orderly
termination of the Contract including the cost of the return
travel of the Personnel and their eligible dependents.

If either Party disputes whether an event specified in paragraphs (a)

through (e) of Clause GCC 2.8.1 or in Clause GCC 2.9.2 hereof has
occurred, such Party may, within thirty (30) days after receipt of
notice of termination from the other Party, shall settle the dispute
pursuant to Clause GCC 8 hereof, and this Contract shall not be
terminated on account of such event except in accordance with the
terms of any resulting arbitral award.

Obligations of the Consultants

3.1 General
3.1.1 Standard of
Performance

The Consultants shall perform the Services and carry out their
obligations hereunder with all due diligence, efficiency and
economy, in accordance with generally accepted professional
techniques and practices, and shall observe sound management
practices, and employ appropriate advanced technology and safe
and effective equipment, machinery, materials and methods. The
Consultants shall always act, in respect of any matter relating to this
Contract or to the Services, as faithful advisers to the Client, and
shall at all times support and safeguard the Clients legitimate
interests in any dealings with Subconsultants or Third Parties.

3.1.2 Law
Governing
Services

The Consultants shall perform the Services in accordance with the

Applicable Law and shall take all practicable steps to ensure that
any Subconsultants, as well as the Personnel of the Consultants
and any Subconsultants, comply with the Applicable Law. The
Client shall notify the Consultants in writing of relevant local
customs, and the Consultants shall, after such notification, respect
such customs.

3.1.3 Application of
Procurement
Law

If the Consultants, as part of the Services, have the responsibility of

advising the Client on the procurement of goods, works or services,
the Consultants shall comply with any applicable procurement
guidelines as per the prevailing Public Procurement Act and
Regulations of the GoN (or of the Donors/funding agencies) and
shall at all times exercise such responsibility in the best interest of
the Client.
Any discounts or commissions obtained by the
Consultants in the exercise of such procurement responsibility shall
be for the account of the Client.

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II. General Conditions of Contract

3.2

Conflict of
Interests

3.2.1 Consultants
Not to Benefit
from
Commissions,
Discounts,
etc.

The remuneration of the Consultants pursuant to Clause GC 6

hereof shall constitute the Consultants sole remuneration in
connection with this Contract or the Services and, subject to Clause
GCC 3.2.2 hereof, the Consultants shall not accept for their own
benefit any trade commission, discount or similar payment in
connection with activities pursuant to this Contract or to the
Services or in the discharge of their obligations hereunder, and the
Consultants shall use their best efforts to ensure that any
Subconsultants, as well as the Personnel and agents of either of
them, similarly shall not receive any such additional remuneration.

3.2.2 Consultants
and Affiliates
Not to Engage
in Certain
Activities

The Consultants agree that, during the term of this Contract and
after its termination, the Consultants and any entity affiliated with
the Consultants, as well as any Subconsultant and any entity
affiliated with such Subconsultant, shall be disqualified from
providing goods, works or services (other than the Services and any
continuation thereof) for any project resulting from or closely related
to the Services.

3.2.3 Prohibition of
Conflicting
Activities

The Consultants shall not engage, and shall cause their Personnel
as well as their Subconsultants and their Personnel not to engage,
either directly or indirectly, in any of the following activities:

3.3Confidentiality

3.4

Liability of the
Consultants

3.5

Insurance to
be Taken Out
by the
Consultants

during the term of this Contract, any business or

professional activities in Nepal which would conflict with the
activities assigned to them under this Contract; and

z.

after the termination of this Contract, such other activities as

may be specified in the SCC.

The Consultants, their Subconsultants, and the Personnel of either

of them shall not, either during the term of within two (2)
years after the expiration of this Contract, disclose any
proprietary of confidential information relating to the Project,
the Services, this Contract, or the Clients business or
operations without the prior written consent of the Client.
Subject to additional provisions, if any, set forth in the SCC, the
Consultants liability under this Contract shall be as provided by the
Applicable Law.
The Consultants (i) shall take out and maintain, and shall cause
any Subconsultants to take out and maintain, at their (or the
Subconsultants, as the case may be) own cost but on terms and
conditions approved by the Client, insurance against the risks, and
for the coverages, as shall be specified in the SCC, and (ii) at the
Clients request, shall provide evidence to the Client showing that
such insurance has been taken out and maintained and that the
current premiums therefore have been paid.

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II. General Conditions of Contract

3.6 Accounting,
Inspection and
Auditing

The Consultants (i) shall keep accurate and systematic accounts

and records in respect of the Services hereunder, in accordance
with internationally accepted accounting principles and in such form
and detail as will clearly identify all relevant time changes and costs,
and the bases thereof (including such bases as may be specifically
referred to in the SCC), and (ii) shall permit the Client or its
designated representative periodically, and up to one year from the
expiration or termination of this Contract, to inspect the same and
make copies thereof as well as to have them audited by auditors
appointed by the Client and, where applicable

3.7 Consultants
Actions Requiring
Clients Prior
Approval

The Consultants shall obtain the Clients prior approval in writing

before taking any of the following actions:
a

appointing such members of the Personnel as are listed in

Appendix C merely by title but not by name;

aa.

entering into a subcontract for the performance of any part of

the Services, it being understood (i) that the selection of the
Subconsultant and the terms and conditions of the
subcontract shall have been approved in writing by the
Client prior to the execution of the subcontract, and (ii) that
the Consultants shall remain fully liable for the performance
of the Services by the Subconsultant and its Personnel
pursuant to this Contract;

ab.

any other action that may be specified in the SCC.

3.8 Reporting
Obligations

The Consultants shall submit to the Client the reports and

documents specified in Appendix B hereto, in the form, in the
numbers and within the time periods set forth in the said Appendix.

3.9 Documents
Prepared by the
Consultants to be
the Property of the
Client

All plans, drawings, specifications, designs, reports, other

documents and software prepared by the Consultants for the Client
under this Contract shall become and remain the property of the
Client, and the Consultants shall, not later than upon termination or
expiration of this Contract, deliver all such documents to the Client,
together with a detailed inventory thereof. The Consultants may
retain a copy of such documents and software. Restrictions about
the future use of these documents and software, if any, shall be
specified in the SCC.

3.10 Equipment and

Materials
Furnished by the
Client

Equipment and materials made available to the Consultants by the

Client, or purchased by the Consultants with funds provided by the
Client, shall be the property of the Client and shall be marked
accordingly. Upon termination or expiration of this Contract, the
Consultants shall make available to the Client an inventory of such
equipment and materials and shall dispose of such equipment and
materials in accordance with the Clients instructions. While in
possession of such equipment and materials, the Consultants,
unless otherwise instructed by the Client in writing, shall insure
them at the expense of the Client in an amount equal to their full
replacement value.

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II. General Conditions of Contract

4.

Consultants Personnel and Subconsultant

4.1 General

The Consultants shall employ and provide such qualified and

experienced Personnel and Subconsultants as are required to carry
out the Services.

4.2 Description of
Personnel

The title, agreed job description, minimum qualification and

estimated period of engagement in the carrying out of the
Services of each of the Consultants Key Personnel are
described in Appendix C. If any of the Key Personnel has
already been approved by the Client, his/her name is listed
as well.

If required to comply with the provisions of Clause GCC

3.1.1 hereof, adjustments with respect to the estimated
periods of engagement of Key Personnel set forth in
Appendix C may be made by the Consultants by written
notice to the Client, provided (i) that such adjustments shall
not alter the originally estimated period of engagement of
any individual by more than 10% or one week, whichever is
larger, and (ii) that the aggregate of such adjustments shall
not cause payments under this Contract to exceed the
ceilings set forth in Clause GCC 6.1(b) of this Contract. Any
other such adjustments shall only be made with the Clients
written approval.

If additional work is required beyond the scope of the

Services specified in Appendix A, the estimated periods of
engagement of Key Personnel set forth in Appendix C may
be increased by agreement in writing between the Client and
the Consultants, provided that any such increase shall not,
except as otherwise agreed in writing, cause payments
under this Contract to exceed the ceilings set forth in Clause
GCC 6.1(b) of this Contract.

4.3 Approval of
Personnel

The Key Personnel and Subconsultants listed by title as well as by

name in Appendix C are hereby approved by the Client. In respect
of other Key Personnel which the Consultants propose to use in the
carrying out of the Services, the Consultants shall submit to the
Client for review and approval a copy of their biographical data. If
the Client does not object in writing (stating the reasons for the
objection) within twenty-one (21) calendar days from the date of
receipt of such biographical data .

4.4 Removal and/or

Replacement of
Personnel

Except as the Client may otherwise agree, no changes shall

be made in the Key Personnel. If, for any reason beyond
the reasonable control of the Consultants, it becomes
necessary to replace any of the Personnel, the Consultants
shall forthwith provide as a replacement a person of
equivalent or better qualifications.

If the Client (i) finds that any of the Personnel has committed
serious misconduct or has been charged with having
committed a criminal action, or (ii) has reasonable cause to
be dissatisfied with the performance of any of the Personnel,
then the Consultants shall, at the Clients written request
specifying the grounds therefore, forthwith provide as a
replacement a person with qualifications and experience
acceptable to the Client.

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II. General Conditions of Contract

5.

Any of the Personnel provided as a replacement under Clauses

(a) and (b) above, the rate of remuneration applicable to such
person as well as any reimbursable expenditures (including
expenditures due to the number of eligible dependents) the
Consultants may wish to claim as a result of such replacement,
shall be subject to the prior written approval by the Client.
Except as the Client may otherwise agree, (i) the Consultants
shall bear all additional travel and other costs arising out of or
incidental to any removal and/or replacement, and (ii) the
remuneration to be paid for any of the Personnel provided as a
replacement shall not exceed the remuneration which would
have been payable to the Personnel replaced.

Obligations of the Client

5.1 Access toSite

The Client warrants that the Consultants shall have, free of charge,
unimpeded access to all sites in Nepal in respect of which access is
required for the performance of the Services. .

5.2 Change in the

Applicable Law

If, after the date of this Contract, there is any change in the Applicable
Law with respect to taxes and duties which increases or decreases the
cost incurred by the Consultants in performing the Services, then the
remuneration and reimbursable expenses otherwise payable to the
Consultants under this Contract shall be increased or decreased
accordingly by agreement between the Parties hereto, and
corresponding adjustments shall be made to the ceiling amounts
specified in Clause GCC 6.1(b).

5.3 Services, Facilities

and Property of
the Client

5.4 Payment

The Client shall make available to the Consultants and the Personnel,
for the purposes of the Services and free of any charge, the services,
facilities and property described in Appendix D at the times and in the
manner specified in said Appendix D, provided that if such services,
facilities and property shall not be made available to the Consultants as
and when so specified, the Parties shall agree on (i) any time extension
that it may be appropriate to grant to the Consultants for the
performance of the Services, (ii) the manner in which the Consultants
shall procure any such services, facilities and property from other
sources, and (iii) the additional payments, if any, to be made to the
Consultants as a result thereof pursuant to Clause GCC 6.1(c)
hereinafter.
In consideration of the Services performed by the Consultants under
this Contract, the Client shall make to the Consultants such payments
and in such manner as is provided by Clause GCC 6 of this Contract.

6. Payments to The Consultants

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II. General Conditions of Contract

6.1 Cost Estimates;

Ceiling Amount

An estimate of the cost of the Services payable in local currency

is set forth in Appendix E.

Except as may be otherwise agreed under Clause GCC 2.6 and

subject to Clause GCC 6.1(c), payments under this Contract
shall not exceed the ceilings in local currency specified in the
SCC. The Consultants shall notify the Client as soon as
cumulative charges incurred for the Services have reached 80%
of either of these ceilings.

Notwithstanding Clause GCC 6.1(b) hereof, if pursuant to any of

the Clauses GCC 5.3 or 5.4 hereof, the Parties shall agree that
additional payments in local and/or foreign currency, as the case
may be, shall be made to the Consultants in order to cover any
necessary additional expenditures not envisaged in the cost
estimates referred to in Clause GCC 6.1(a) above, the ceiling or
ceilings, as the case may be, set forth in Clause GCC 6.1(b)
above shall be increased by the amount or amounts, as the case
may be, of any such additional payments.

Remuneration for the Personnel shall be determined on the

basis of time actually spent by such Personnel in the
performance of the Services after the date determined in
accordance with Clause GCC 2.3 and Clause SCC 2.3 (or such
other date as the Parties shall agree in writing) (including time for
necessary travel via the most direct route) at the rates referred
to, and subject to such additional provisions as are set forth, in
the SCC.

Reimbursable expenditures actually and reasonably incurred by

the Consultants in the performance of the Services, as specified
in Clause SCC 6.3.

6.3 Currency of
Payment

All payments to the Consultant for the performance of the

services shall be made in the currency of the GoN.

6.4 Mode of Billing

and Payment

Billings and payments in respect of the Services shall be made as

follows:

6.2 Remuneration and

Reimbursable
Expenditures

The Client shall cause to be paid to the Consultants an advance

payment as specified in the SC, and as otherwise set forth
below. The advance payment will be due after provision by the
Consultants to the Client of a bank guarantee by a bank
acceptable to the Client in an amount specified in the SCC, such
bank guarantee (i) to remain effective additional one month after
the advance payment has been fully set off as provided in the
SCC, and (ii) to be in the form set forth in Appendix I hereto or in
such other form as the Client shall have approved in writing.

ac.

As soon as practicable and not later than fifteen (15) days after
the end of each calendar month during the period of the Services
or on completion of the task on which the payment is based , the
Consultants shall submit to the Client, in duplicate, itemized
statements, accompanied by copies of receipted invoices,
vouchers and other appropriate supporting materials, of the
amounts payable pursuant to Clauses GCC 6.3 and 6.4 for such
month or completed task.
The invoice format shall be as agreed between the client and the

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II. General Conditions of Contract

consultants.

6.5 Retention

6.6 Liquidated
Damages

ad.

The Client shall cause the payment of the Consultants monthly

statements less retention money 5% within thirty (30) days after
the
receipt
by
the
Client
of
such
statements with supporting documents. Only such portion of a
monthly statement that is not satisfactorily supported may be
withheld from payment. Should any discrepancy be found to
exist between actual payment and costs authorised to be
incurred by the Consultants, the Client may add or subtract the
difference from any subsequent payments. Interest at the
annual rate specified in the SCC shall become payable as from
the above due date on any amount due by, but not paid on, such
due date.

d.

The final payment under this Clause shall be made only after the
final report and a final statement, identified as such, shall have
been submitted by the Consultants and approved as satisfactory
by the Client. The Services shall be deemed completed and
finally accepted by the Client and the final report and final
statement shall be deemed approved by the Client as
satisfactory forty-five (45) calendar days after receipt of the final
report and final statement by the Client unless the Client, within
such forty-five (45) day period, gives written notice to the
Consultants specifying in detail deficiencies in the Services, the
final report or final statement. The Consultants shall thereupon
promptly make any necessary corrections, and upon completion
of such corrections, the foregoing process shall be repeated.
Any amount which the Client has paid or caused to be paid in
accordance with this Clause in excess of the amounts actually
payable in accordance with the provisions of this Contract shall
be reimbursed by the Consultants to the Client within thirty (30)
days after receipt by the Consultants of notice thereof. Any such
claim by the Client for reimbursement must be made within
ninety (90) calendar days after receipt by the Client of a final
report and a final statement approved by the Client in
accordance with the above.

e.

All payments under this Contract shall be made to the account of

the Consultant specified in the SCC.

a.

The Client shall retain from each payment due to the

Contractor the proportion stated in the SCC until Completion of the
whole of the Works.

b.

One half of the retention shall be repaid by the Client to

the consultant at the time of the payment of the Final Bill pursuant
to GCC Clause 6.4 (d)

c.

The remainder of the retention shall be paid by the

Client to the consultnt within 15 days after submission of an
evidence document issued by the concerned Internal Revenue
Office that the consultant has submitted his Income Returns.

The Consultant shall pay liquidated damages to the Client at the rate
per day stated in the SCC for each day that the completion services
is later than the Completion Date. The total amount of liquidated
damages shall not exceed the amount defined in the SCC.Beyond
this limit the contractmay be terminated by the Client.The Client may
deduct liquidated damages from any payments due to the

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II. General Conditions of Contract

Consultant. Payment of liquidated damages shall not affect the

Consultants liabilities.
7.

Fairness and Good Faith

7.1 Good Faith

The Parties undertake to act in good faith with respect to each

others rights under this Contract and to adopt all reasonable
measures to ensure the realization of the objectives of this Contract.

7.2 Operation of the

Contract

The Parties recognize that it is impractical in this Contract to provide

for every contingency which may arise during the life of the
Contract, and the Parties hereby agree that it is their intention that
this Contract shall operate fairly as between them, and without
detriment to the interest of either of them, and that, if during the term
of this Contract either Party believes that this Contract is operating
unfairly, the Parties will use their best efforts to agree on such action
as may be necessary to remove the cause or causes of such
unfairness, but no failure to agree on any action pursuant to this
Clause shall give rise to a dispute subject to arbitration in
accordance with Clause GCC 8 hereof.

8. Settlement of Disputes
8.1 Amicable
Settlement

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

8.2 Dispute
Settlement

Any dispute between the Parties as to matters arising pursuant to

this Contract which cannot be settled amicably within thirty (30) days
after receipt by one Party of the other Partys request for such
amicable settlement may be referred to the Adjudicator by either
Party within 15 days after the amicable settlement period of 30 days.

8.3. Appointment
a.
of the Adjudicator

b.

The Adjudicator, shall be appointed jointly by the Client and

Consultant within 30 days of the commencement date of
contract. If the parties cannot reach an agreement on
appointment of the Adjudicator, the Client will request
Appointing Authority designated in the SCC, to appoint
Adjudicator within 15 days of receipt of such request.

the
the
the
the
the

Should the Adjudicator resign or die, or should the Client and the
Consultant agree that the Adjudicator is not functioning in
accordance with the provisions of the Contract, a new
Adjudicator shall be jointly appointed by the Client and the
Consultant. In case of disagreement between the Client and the
Consultant, within 30 days, the Adjudicator shall be designated
by the Appointing Authority at the request of either party, within
15 days of receipt of such request

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II. General Conditions of Contract

8.4. Procedures for

Disputes

a. If a dispute is referred to the Adjudicator pursuant to GCC

Clause 8,2 then the the Adjudicator shall give a decision in
writing within 30 days of receipt of a reference of the dispute.
b. The Adjudicator shall be paid by the hour at the rate specified
in the SCC, together with reimbursable expenses of the types
specified in the SCC, and the cost shall be divided equally
between the Client and the Consultant, whatever decision is
reached by the Adjudicator. Either party may refer a decision
of the Adjudicator to an Arbitrator within 30 days of the
Adjudicators written decision. If neither party refers the
dispute to arbitration within the above 30 days, the
Adjudicators decision will be final and binding.

c. In case of arbitration, the arbitration shall be conducted in

accordance with the arbitration procedures published by Nepal
Council of Arbitration .
9. Remedies for
Breach of
Contract

Without prejudice to ny other right of the Client under this Contract,

the remedies available to the Client in the event of breach of the
Contract by the Consultant are as follows:
a.

rejection of defective performance,

b.

prompt replacement
services,

c.

application of liquidated damages for delay as per the

provision of the Contrct,

d.

termination of the contract and correction of the

services, not performed as per the requirement of the
contract, at the expense of the consultant,

e.

recovery for consequential damages;

f.

such other remedies as may be available pursuant to the

and correction of defective

contract or to applicable law.

10. Conduct of
Consultants

10.1 The Consultant shall be responsible to fulfill his obligations as

per the requirement of the Contract Agreement, RFP
documents and GoNs Procurement Act and Regulations.
10.2 The consultant shall not carry out or cause to carryout the
following acts with an intention to influence the implementation
of the procurement process or the contract agreement :
i. give
or propose improper inducement directly or
indirectly,
ii. distortion or misrepresentation of facts

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II. General Conditions of Contract

iii. engaging or being involved in corrupt or fraudulent

practice
iv. interference in participation of other prospective bidders.
v. coercion or threatening directly or indirectly to impair or
harm, any party or the property of the party involved in
the procurement proceeding
vi. collusive practice among consultants before or after
submission of proposals for distribution of works among
consultnts or fixing artificial/uncompetitive proposal price
with an intention to deprive the Client the benefit of open
competitive proposal price.
vii. contacting the Client with an intention to influence the
Client with regards to the proposals or interference of any
kind in examination and evaluation of the proposals
during the period after opening of proposals up to
thenotification of award of contract

11.Blacklisting
Consultant

11.1 Without prejudice to any other right of the Client under this
Contract, Public Procurement Monitoring Office may blacklist
a Consultant for his conduct up to three years on the following
grounds and seriousness of the act committed by the
consultant without prejudice to any other rights of the Client
under rights under this Contract:
a) if it is proved that the bidder committed acts pursuant
to the Information to Consultants GCC 10.2,
b) if the consultant fails to sign an agreement pursuant to
Information to Consultants clause 7.3,
c) if it is proved later that the consultant has committed
substantial defect in implementation of the contract or
has not substantially fulfilled his obligations under the
contract or the completed work is not of the specified
quality as per the contract ,
d) if convicted by a court of law in a criminal offence which
disqualifies the bidder
from participating in the
contract.
11.2 A Consultant declared blachlisted and ineligible by the
Public procurement Office and or concerned Donor Agency in
case of donor funded project shall be ineligible to bid for a
contract during the period of time determined by the PPMO
and or the concerned donor agency.

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III.Special Condition Of Contract

III. Special Conditions of Contract

Number Of GCC
Clause2

Amendments Of, And Supplements To, Clauses In The General

Conditions Of Contract

1.6.1

The addresses are :

Client:
Address:
Attention:
Cable address:
Telex:
Facsimile:
E-mail:
Consultants:
Address:
Attention:
Cable address:
Telex:
Facsimile:
E-mail:

1.6.2

1.8

Notice will be deemed to be effective as follows:

(a)

in the case of personal delivery or registered mail, on delivery;

(b)

in the case of telexes, [written hours] ([numerical hours]) hours

following confirmed transmission;

(c)

in the case of telegrams, [written hours] ([numerical hours])

hours following confirmed transmission; and

(d)

in the case of facsimiles, [written hours] ([numerical hours])

hours following confirmed transmission.

(e)

in case of E-mail, [written hours] ([numerical hours]) hours

following confirmed transmission.

The Member in Charge is [name of member].

Note: If the Consultants consist of a joint venture of more than one
entity, the name of the entity whose address is specified in Clause
SCC 1.6.1 should be inserted here. If the Consultants consist only
of one entity, this Clause SCC 1.8 should be deleted from the SCC.]

2 Clauses in brackets are optional; all notes should be deleted in final text.
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III.Special Condition Of Contract

1.9

The Authorized Representatives are:

For the Client:
For the Consultants:

2.2

The time period shall be [insert length of time] or such other time
period as the parties may agree in writing.
Note: Fill in the time period, e.g., Six month.

2.3

The time period shall be [insert length of time] or such other time
period as the parties may agree in writing.
Note: Fill in the time period, e.g., One months.

2.4

The time period shall be [length of time] or such other time period as
the parties may agree in writing.
Note: Fill in the time period, e.g., Six months.

3.2.3(b)

Note: It is essential that Consultants who advise Clients on the

privatization of state owned enterprises or other assets (or on related
problems), be prohibited from switching sides upon completion of
their assignment and then either appearing as purchaser of these
enterprises/assets or advising potential purchasers in this context.
In these situations, the following provision must be used:
For a period of two years after the expiration of this Contract, the
Consultants shall not engage, and shall cause their Personnel as
well as their Subconsultants and their Personnel not to engage, in
the activity of a purchaser (directly or indirectly) of the assets on
which they advised the Client under this Contract nor in the activity of
an adviser (directly or indirectly) of potential purchasers of such
assets. The Consultants also agree that their affiliates shall be
disqualified for the same period of time from engaging in the said
activities.]

3.4
3.4 Limitation of the Consultants Liability towards the
Client
(a)

Small Time-Based Assignments, 2008

Except in case of gross negligence or willful misconduct

on the part of the Consultants or on the part of any
person or firm acting on behalf of the Consultants in
carrying out the Services, the Consultants, with respect
to damage caused by the Consultants to the Clients
property, shall not be liable to the Client:
(i)

for any indirect or consequential loss or damage;

and

(ii)

for any direct loss or damage that exceeds (A)

the total payments for professional fees and
reimbursable expenditures made or expected to
be made to the Consultants hereunder, or (B) the
proceeds the Consultants may be entitled to
receive from any insurance maintained by the
Consultants to cover such a liability, whichever of
(A) or (B) is higher.

III.Special Condition Of Contract

(b)

3.5

This limitation of liability shall not affect the Consultants

liability, if any, for damage to Third Parties caused by
the Consultants or any person or firm acting on behalf of
the Consultants in carrying out the Services.

The risks and the coverages shall be as follows:

a

Third Party motor vehicle liability insurance in respect of

motor vehicles operated in Nepal by the Consultants or their
Personnel or any Subconsultants or their Personnel, with a
minimum coverage of [amount];

Third Party liability insurance, with a minimum coverage of

[amount];

professional liability insurance, with a minimum coverage of

[amount];

employers liability and workers compensation insurance in

respect of the Personnel of the Consultants and of any
Subconsultant, in accordance with the relevant provisions of the
Applicable Law, as well as, with respect to such Personnel, any
such life, health, accident, travel or other insurance as may be
appropriate; and

insurance against loss of or damage to (i) equipment purchased

in whole or in part with funds provided under this Contract, (ii)
the Consultants property used in the performance of the
Services, and (iii) any documents prepared by the Consultants
in the performance of the Services.

Note: Delete what is not applicable.

3.7(c)

The other actions are:

Note: If there are no other actions, delete this Clause SCC 3.7 from
the SCC. If the Services consist of civil works, the following should
be added here:

3.9

(i)

taking any action under a civil works contract designating the

Consultants as Engineer, for which action, pursuant to such
civil works contract, the written approval of the Client as
Employer is required.

(ii)

Note: If there is to be no restriction on the future use of these

documents by either Party, this Clause SCC 3.9 should be deleted
from the SCC. If the Parties wish to restrict such use, any of the
following optionsor any other option agreed to by the Partiescould
be used:

The Consultants shall not use these documents for purposes

unrelated to this Contract without the prior written approval of
the Client.

The Client shall not use these documents for purposes

unrelated to this Contract without the prior written approval of
the Consultants.

Neither Party shall use these documents for purposes

unrelated to this Contract without the prior written approval of

Small Time-Based Assignments, 2008

III.Special Condition Of Contract

the other Party.]

6.1(b)

The ceiling in local currency is: [amount]

6.4(a)

The following provisions shall apply to the advance payment and the
advance payment guarantee:
1

An advance payment [of [amount] in local

currency] shall be made within [number] days after
the Effective Date. The advance payment will be
set off by the Client in equal installments against
each statements until the advance payment has
been fully set off.

The bank guarantee shall be in the amount of the

advance payment .

6.4(c)
The interest rate is: [rate]
6.5 (d)

Insert only if different arrangement for payment of Final Invoice is

required.

6.4(e)

The account is:

6.5 a)

Rention : 5 % of the invoice amount

6.6

Liquidated Damages : at the rate of 0.05 % of contract price per day

to amaximum of 10% of the sum stted in the
Agrement

8.3 Appoimntment of
the Adjudicator

Appointing Authority: Nepal arbitration Council, NEPCA

8.4(b)

The Adjudicators rate is: [insert amount per hour]

8.4 ( c)

Disputes shall be settled by arbitration in accordance with the

following provisions:
1.

Selection of Arbitrators.
Each dispute submitted by a Party to arbitration shall be heard
by an arbitration panel composed of three arbitrators. The
Client and the Consultants shall each appoint one arbitrator,
and these two arbitrators shall jointly appoint a third arbitrator,
who shall chair the arbitration panel. If the arbitrators named
by the Parties do not succeed in appointing a third arbitrator
within thirty (30) days after the latter of the two arbitrators
named by the Parties has been appointed, the third arbitrator
shall, at the request of either Party, be appointed by Nepal
Arbitration Concil (NEPCA) and the arbitration proceedings
shall be conducted in accordance with the rules of procedure
for arbitration of NEPCA.
2.

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Substitute Arbitrators. If for any reason an arbitrator is unable

to perform his function, a substitute shall be appointed in the
same manner as the original arbitrator.

III.Special Condition Of Contract

3.

Small Time-Based Assignments, 2008

Miscellaneous. In any arbitration proceeding hereunder:

(a)

proceedings shall, unless otherwise agreed by the

Parties, be held in [insert location];

(b)

the [Insert type of language] language shall be the

official language for all purposes; and

(c)

the decision of the sole arbitrator or of a majority of the

arbitrators (or of the third arbitrator if there is no such
majority) shall be final and binding and shall be
enforceable in any court of competent jurisdiction, and
the Parties hereby waive any objections to or claims of
immunity in respect of such enforcement.

III.Special Condition Of Contract

Model Form I
Consulting Firm:
Assignment:

Country:
Date:

Consultants Representations Regarding Costs and Charges

We hereby confirm that (a) the basic salaries indicated below are taken from the firms payroll
records and reflect the current salaries of the staff members listed which have not been raised
other than within the normal annual salary increase policy as applied to all the firms staff; (b)
attached are true copies of the latest salary slips of the staff members listed; (c) the away from
headquarters allowances indicated below are those that the Consultants have agreed to pay for
this assignment to the staff members listed; (d) the factors listed below for social charges and
overhead are based on the firms average cost experiences for the latest three years as
represented by the firms financial statements; and (e) said factors for overhead and social charges
do not include any bonuses or other means of profit-sharing.
(Expressed in [name of currency])
Name

Position

Basic Salary per

Working
Month/Day/Year
(a)

Social
Charges

Overhead
1

(b)

(c)

Away from
Headquarters
Allowance
(f)

etc.
1

Expressed as a percentage of (a).

[Name of Consulting Firm]

Signature of Authorized Representative

Date

Name:
Title:
Note: For field staff, use Basic Salary per Working Month; for home office staff, Basic Salary per
Working Day or Hour. For field staff, also fill in Away from Headquarters Allowance, if any. This
form (and the one on the next page) should not be part of the signed Contract but should be
executed by the Consultants separately.

Small Time-Based Assignments, 2008

III. Special Condition of Contract

Model Form II

Breakdown of Agreed Fixed Rates in Consultants Contract

We hereby confirm that we have agreed to pay to the staff members listed, who will be involved in this assignment, the basic salaries and away from headquarters
allowances (if applicable) indicated below:
(Expressed in [name of currency])
Name

Position

Basic Salary per

Working
Month/Day/Year
(a)

Social
Charges1

Overhead1

Subtotal

Fee2

(b)

(c)

(d)

(e)

etc.
1
2

Expressed as a percentage of (a).

Expressed as a percentage of (d).

Signature
Name:
Title:

Small Time-Based Assignments, 2008

Date

Away from
Headquarters
Allowance
(f)

Agreed Fixed Rate

per Working
Month/Day/Hour
(g)

Agreed Fixed Rate1

(h)

IV. Appendices

IV. Appendices
Appendix ADescription of the Services
Give detailed descriptions of the Services to be provided, dates for completion of various tasks,
place of performance for different tasks, specific tasks to be approved by Client, etc.

Appendix BReporting Requirements

List format, frequency, and contents of reports; persons to receive them; dates of submission;
etc. If no reports are to be submitted, state here Not applicable.
Appendix CKey Personnel and Subconsultants
List under:

C-1

Titles [and names,], detailed job descriptions and minimum

qualifications of Key Personnel to be assigned to work and staffmonths for each.

.
C-2

List of approved Subconsultants (if already available);

Appendix DDuties of the Client

List under:

F-1

Services, facilities and property to be made available to the Consultants

by the Client.

Appendix ECost Estimates in Local Currency

List hereunder cost estimates in local currency:
1.

Monthly rates for local Personnel (Key Personnel and other Personnel)

2.

Reimbursable expenditures as follows:

(a)
Per diem rates for subsistence allowance for foreign short-term Personnel, plus
estimated totals.
(b)
Living allowances for long-term foreign Personnel, plus estimated totals.
(c)
Cost of local transportation.
(d)
Cost of other local services, rentals, utilities, etc.

Small Time-Based Assignments, 2008

IV. Appendices

Appendix IForm of Bank Guarantee for Advance Payments

Note: See Clause GCC 6.4(a) and Clause SCC 6.4(a). The Client should insert here an
acceptable form of a bank guarantee. An example is set forth below.
TO:

[Name and Address of Client]

[Name of Contract for Consultants Services]

Gentlemen:
In accordance with the provisions of Clauses GCC 6.4(a) and SCC 6.4(a) of the above-mentioned
Contract (hereinafter called the Contract), [name and address of Consultants] (hereinafter called
the Consultants) shall deposit with [name of Client] a bank guarantee to guarantee their proper
and faithful performance under the said provisions of the Contract in an amount of [amount of
Guarantee], [amount of Guarantee in words].3
We, the [bank or financial institution], as instructed by the Consultants, agree unconditionally and
irrevocably to guarantee as primary obligor and not as Surety merely, the payment to [name of
Client] on his first demand without whatsoever right of objection on our part and without his first
claim to the Consultants, in the amount not exceeding [amount of Guarantee], [amount of
Guarantee in words].
We further agree that no change or addition to or other modification of the terms of the Contract
which may be made between [name of Client] and the Consultants, shall in any way release us
from any liability under this guarantee, and we hereby waive notice of any such change, addition or
modification.
The validity period of the guarantee shall be 30 days beyond the period scheduled for repayment of
the advance payment and the guarantee shall remain valid and in full effect from the date of the
advance payment under the Contract until the [name of Client] receives full repayment of the same
amount from the Consultant.
Yours truly,

Signature and Seal

Name of Bank/Financial Institution
Address

Date

3 An amount is to be inserted by the bank or financial institution as specified in Clause

SC 6.4(a).
Small Time-Based Assignments, 2008

IV. Appendices

APPENDIX JMINUTES OF NEGOTIATIONS MEETINGS

Append minutes of negotiation meetings if applicable. It is advisable to append minutes where
important changes in the scope of work, schedule etc. were made during negotiations.

Small Time-Based Assignments, 2008