Contract Management Coursework

3

Professional Services Contract

This contract should be used for the appointment of a supplier to provide professional services

An NEC document

June 2005 (with amendments June 2006)

OGC endorsement of NEC3 OGC advises public sector procurers that the form of contract used has to be selected according to the objectives of the project, aiming to satisfy the Achieving Excellence in Construction (AEC) principles. This edition of the NEC (NEC3) complies fully with the AEC principles. OGC recommends the use of NEC3 by public sector construction procurers on their construction projects.

NEC is a division of Thomas Telford Ltd, which is a wholly owned subsidiary of the Institution of Civil Engineers (ICE), the owner and developer of the NEC.

The NEC is a family of standard contracts, each of which has these characteristics:

 Its use stimulates good management of the relationship between the two parties to the contract and, hence, of the work included in the contract.

 It can be used in a wide variety of commercial situations, for a wide variety of types of work and in any location.

 It is a clear and simple document – using language and a structure which are straightforward and easily understood.

NEC3 Professional Services Contract is one of the NEC family and is consistent with all other NEC3 documents. Also available are the Guidance Notes and Flow Charts.

ISBN (complete box set) 0 7277 3382 6 ISBN (this document) 0 7277 3370 2 ISBN (Guidance Notes and Flow Charts) 0 7277 3371 0

First edition 1994 Second edition 1998 Third edition June 2005

Cover photo, Golden Jubilee Bridge, courtesy of City of Westminster

9 8 7 6 5 4 3 2 1

British Library Cataloguing in Publication Data for this publication is available from the British Library.

© Copyright nec 2005

All rights, including translation, reserved. The owner of this document may reproduce the Contract Data for the purpose of obtaining tenders, awarding and administering contracts. Except as permitted by the Copyright, Designs and Patents Act 1988, no part of this publication may be otherwise reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of the NEC Director, NEC, Thomas Telford Ltd, 1 Heron Quay, London E14 4JD.

Typeset by Academic + Technical, Bristol

Printed and bound in Great Britain by Bell & Bain Limited, Glasgow, UK

CONTENTS

Acknowledgements iv

Schedule of Options 1

Core clauses 1 General 3

2 The Parties main responsibilities 7 3 Time 9 4 Quality 11 5 Payment 12 6 Compensation events 13 7 Rights to material 17 8 Indemnity, insurance and liability 18 9 Termination 19

Main Option clauses A Priced contract with activity schedule 21 C Target contract 23 E Time based contract 25 G Term contract 26

Note Options B, D and F are not used

Dispute resolution W1 Option W1 28 W2 Option W2 31

Secondary Option clauses X1 Price adjustment for inflation 34 X2 Changes in the law 35 X3 Multiple currencies 35 X4 Parent company guarantee 36 X5 Sectional Completion 36 X6 Bonus for early Completion 36 X7 Delay damages 36 X8 Collateral warranty agreements 37 X9 Transfer of rights 37 X10 Employers Agent 37 X11 Termination by the Employer 37 X12 Partnering 38 X13 Performance bond 39 X18 Limitation of liability 39 X20 Key Performance Indicators 40

Y(UK)2 The Housing Grants, Construction and Regeneration Act 1996 41 Y(UK)3 The Contracts (Rights of Third Parties) Act 1999 41

Z Additional conditions of contract 41

Note Options X14 to X17, X19 and Y(UK)1 are not used.

Contract Data 42

Index 51

ACKNOWLEDGEMENTS

The first edition of the NEC Professional Services Contract was drafted by P. Higgins working on behalf of the Institution of Civil Engineers, with the assistance of F. Griffiths of the Chartered Institute of Purchasing and Supply and M. Coleman of the Association of Project Managers. Dr Martin Barnes then of Coopers and Lybrand advised on the co-ordination of the contract with the NEC.

The second edition of the NEC Professional Services Contract was mainly drafted by Bill Weddell with the assistance of Peter Higgins and Tom Nicholson as members of the NEC Panel with advice from Professor Phillip Capper then of Masons Solicitors.

The NEC Panel also had the benefit of comments of the Construction Industry Councils Task Force, which was established to investigate harmonisation of Conditions of Engagement (1994–95).

The third edition of the NEC Professional Services Contract was mainly drafted by Bill Weddell with the assistance of members of the NEC Panel. The Flow Charts were produced by Robert Gerrard with assistance from Ross Hayes and Tom Nicholson.

The original NEC was designed and drafted by Dr Martin Barnes then of Coopers and Lybrand with the assistance of Professor J. G. Perry then of the University of Birmingham, T. W. Weddell then of Travers Morgan Management, T. H. Nicholson, Consultant to the Institution of Civil Engineers, A. Norman then of the University of Manchester Institute of Science and Technology and P. A. Baird, then Corporate Contracts Consultant, Eskom, South Africa.

The members of the NEC Panel are:

P. Higgins, BSc, CEng, FICE, FCIArb (Chairman) P. A. Baird, BSc, CEng, FICE, M(SA)ICE, MAPM M. Barnes, BSc(Eng), PhD, FREng, FICE, FCIOB, CCMI, ACIArb, MBCS,

FInstCES, FAPM A. J. Bates, FRICS, MInstCES A. J. M. Blackler, BA, LLB(Cantab), MCIArb P. T. Cousins, BEng(Tech), DipArb, CEng, MICE, MCIArb, MCMI L. T. Eames, BSc, FRICS, FCIOB F. Forward, BA(Hons), DipArch, MSc(Const Law), RIBA, FCIArb Professor J. G. Perry, MEng, PhD, CEng, FICE, MAPM N. C. Shaw, FCIPS, CEng, MIMechE T. W. Weddell, BSc, CEng, DIC, FICE, FIStructE, ACIArb

NEC Consultant

R. A. Gerrard, BSc(Hons), MRICS, FCIArb, FInstCES

Secretariat

A. Cole, LLB, LLM, BL J. M. Hawkins, BA(Hons), MSc F. N. Vernon (Technical Adviser), BSc, CEng, MIC

SCHEDULE OF OPTIONS

The strategy for choosing the form of contract starts with a decision between four main Options, one of which must be chosen.

Option A Priced contract with activity schedule

Option C Target contract

Option E Time based contract

Option G Term contract

Note Options B, D and F are not used

One of the following dispute resolution Options must be selected to complete the chosen main Option.

Option W1 Dispute resolution procedure (used unless United Kingdom Housing Grants, Construction and Regeneration Act 1996 applies).

Option W2 Dispute resolution procedure (used in the United Kingdom when the Housing Grants, Construction and Regeneration Act 1996 applies).

The following secondary Options should then be considered. It is not necessary to use any of them. Any combination other than those stated may be used.

Option X1 Price adjustment for inflation

Option X2 Changes in the law

Option X3 Multiple currencies (used only with Options A and G)

Option X4 Parent company guarantee

Option X5 Sectional Completion (not used with Option G)

Option X6 Bonus for early Completion (not used with Option G)

Option X7 Delay damages

Option X8 Collateral warranty agreements

Option X9 Transfer of rights

Option X10 Employer’s Agent

Option X11 Termination by the Employer

Option X12 Partnering

Option X13 Performance bond

Option X18 Limitation of liability

Option X20 Key Performance Indicators (not used with Option X12)

Option Y The following Options dealing with national legislation should be included if required.

Option Y(UK)2 The Housing Grants, Construction and Regeneration Act 1996

Option Y(UK)3 The Contracts (Rights of Third Parties) Act 1999

Option Z Additional conditions of contract

Note Options X14 to X17, X19 and Y(UK)1 are not used.

AMENDMENTS JUNE 2006

Professional Services Contract

The following amendments have been made to the June 2005 edition.

Page Clause Line

10 32.1 4 deleted: ‘and of notified early warning matters’

17 70.4 2 ‘otherwise’ inserted after ‘stated’

23 50.4 1 ‘of Time Charge made by the Consultant’

replaced by ‘for staff whose staff rate is stated in

the Contract Data’

3 ‘him’ replaced by ‘the Consultant’

25 50.4

50.5

1 ‘50.4’ replaced by ‘50.5’

1 ‘of Time Charge made by the Consultant’

replaced by ‘for staff whose staff rate is stated in

the Contract Data’

3 Deleted ‘Such payments are converted to the

currency of this contract in order to calculate the

Consultant’s share using the exchange rates’

3 ‘him’ replaced by ‘the Consultant’

26 50.4

50.6

1 ‘50.4’ replaced by ‘50.6’

1 ‘Payments of Time Charge made by the

Consultant’ replaced by ‘Payments for

 staff whose staff rate in the Contract Data or

 items whose prices in the Task Schedule are

stated’

3 ‘him’ replaced by ‘the Consultant’

3 Deleted ‘Such payments are converted to the

currency of this contract in order to calculate the

Consultant’s share using the exchange rates’

42 Contract Data Part one, 1. 3 added, ‘(with amendments June 2006)’

43 Contract Data Part one, 3. 1 ‘ The Consultant submits revised programmes

at intervals no longer than ....... weeks’ inserted

after ‘ The starting date is .....’

50 Contract Data Part two. ‘If Option A or C is used

 The tendered total of the Prices is .............’ is

inserted at the end of the Contract Data

CORE CLAUSES

1 General

Actions 10 10.1 The Employer and the Consultant shall act as stated in this contract and in a spirit of mutual

trust and co-operation.

Identified and defined 11 terms 11.1 In these conditions of contract, terms identified in the Contract Data are in italics and defined

terms have capital initials.

11.2 (1) The Accepted Programme is the programme identified in the Contract Data or is the latest programme accepted by the Employer. The latest programme accepted by the Employer supersedes previous Accepted Programmes.

(2) Completion is when the Consultant has

 done all the work which the Scope states he is to do by the Completion Date and  corrected Defects which would have prevented the Employer from using the services

and Others from doing their work.

If the work which the Consultant is to do by the Completion Date is not stated in the Scope, Completion is when the Consultant has done all the work necessary for the Employer to use the services and for Others to do their work.

(3) The Completion Date is the completion date unless later changed in accordance with this contract.

(4) The Contract Date is the date when this contract came into existence.

(5) A Defect is a part of the services which is not in accordance with the Scope or the applicable law.

(6) A Key Date is the date by which work is to meet the Condition stated. The Key Date is the key date stated in the Contract Data and the Condition is the condition stated in the Contract Data unless later changed in accordance with this contract.

(7) Others are people or organisations who are not the Employer, the Consultant, the Adjudicator or any employee, Subconsultant or supplier of the Consultant.

(8) The Parties are the Employer and the Consultant.

(9) To Provide the Services means to do the work necessary to complete the services in accordance with this contract and all incidental work, services and actions which this contract requires.

(10) The Risk Register is a register of the risks which are listed in the Contract Data and the risks which the Employer or the Consultant has notified as an early warning matter. It includes a description of the risk and a description of the actions which are to be taken to avoid or reduce the risk.

(11) The Scope is information which either

 specifies and describes the services or  states any constraints on how the Consultant Provides the Services

and is either

 in the documents which the Contract Data states it is in or  in an instruction given in accordance with this contract.

(12) A Subconsultant is a person or organisation who has a contract with the Consultant to provide part of the services.

(13) The Time Charge is the sum of the products of each of the staff rates multiplied by the total staff time appropriate to that rate properly spent on work in this contract.

Interpretation and 12 the law 12.1 In this contract, except where the context shows otherwise, words in the singular also mean in

the plural and the other way round and words in the masculine also mean in the feminine and neuter.

12.2 This contract is governed by the law of the contract.

12.3 No change to this contract, unless provided for by the conditions of contract, has effect unless it has been agreed, confirmed in writing and signed by the Parties.

12.4 This contract is the entire agreement between the Parties.

Communications 13 13.1 Each instruction, certificate, submission, proposal, record, acceptance, notification, reply and

other communication which this contract requires is communicated in a form which can be read, copied and recorded. Writing is in the language of this contract.

13.2 A communication has effect when it is received at the last address notified by the recipient for receiving communications or, if none is notified, at the address of the recipient stated in the Contract Data.

13.3 If this contract requires the Employer or the Consultant to reply to a communication, unless otherwise stated in this contract, he replies within the period for reply.

13.4 The Employer replies to a communication submitted or resubmitted to him by the Consultant for acceptance. If his reply is not acceptance, the Employer states his reasons and the Consultant resubmits the communication within the period for reply taking account of these reasons. A reason for withholding acceptance is that more information is needed in order to assess the Consultant’s submission fully.

13.5 The Employer may extend the period for reply to a communication if the Employer and the Consultant agree to the extension before the reply is due. The Employer notifies the Consultant of the extension which has been agreed.

13.6 The Consultant retains copies of drawings, specifications, reports and other documents which record the services for the period for retention. The copies are retained in the form stated in the Scope.

13.7 A notification which this contract requires is communicated separately from other communications.

13.8 The Employer may withhold acceptance of a submission by the Consultant. Withholding acceptance for a reason stated in this contract is not a compensation event.

Acceptance 14 14.1 The Employer’s acceptance of a communication from the Consultant or of his work does not

change the Consultant’s responsibility to Provide the Services.

Early warning 15 15.1 The Employer and the Consultant give an early warning by notifying the other as soon as

either becomes aware of any matter which could

 increase the total of the Prices,  delay Completion,  change the Accepted Programme,  delay meeting a Key Date,  impair the usefulness of the services to the Employer or  affect the work of the Employer, an Employer’s contractor or another consultant.

The Consultant may give an early warning by notifying the Employer of any other matter which could increase his total cost. The Employer enters early warning matters in the Risk Register. Early warning of a matter for which a compensation event has previously been notified is not required.

15.2 Either the Employer or the Consultant may instruct the other to attend a risk reduction meeting. Each may instruct other people to attend if the other Party agrees.

15.3 At a risk reduction meeting, those who attend co-operate in

 making and considering proposals for how the effect of the registered risks can be avoided or reduced,

 seeking solutions that will bring advantage to all those who will be affected,  deciding on the actions which will be taken and who, in accordance with this contract,

will take them and  deciding which risks have now been avoided or have passed and can be removed

from the Risk Register.

15.4 The Employer revises the Risk Register to record the decisions made at each risk reduction meeting and issues the revised Risk Register to the Consultant. If a decision needs a change to the Scope, the Employer instructs the change at the same time as he issues the revised Risk Register.

Ambiguities and 16 inconsistencies 16.1 The Employer or the Consultant notifies the other as soon as either becomes aware of an

ambiguity or inconsistency in or between the documents which are part of this contract. The Employer gives an instruction resolving the ambiguity or inconsistency.

Illegal and impossible 17 requirements 17.1 The Consultant notifies the Employer as soon as he considers that the Scope requires him to

do anything which is illegal or impossible. If the Employer agrees, he gives an instruction to change the Scope appropriately.

Prevention 18 18.1 If an event occurs which

 stops the Consultant Providing the Service or  stops the Consultant Providing the Service by the date shown on the Accepted

Programme,

and which

 neither Party could prevent and  an experienced consultant would have judged at the Contract Date to have such a

small chance of occurring that it would have been unreasonable for him to have allowed for it,

the Employer gives an instruction to the Consultant stating how he is to deal with the event.

2 The Parties’ main responsibilities

The Employer’s 20 obligations 20.1 The Employer provides information and things which this contract requires him to provide in

accordance with the Accepted Programme.

20.2 The Employer may give an instruction to the Consultant which changes the Scope or a Key Date. After Completion, an instruction is given only if it is necessary to Provide the Services.

20.3 The Employer does not give an instruction to the Consultant which would require him to act in a way that was outside his professional code of conduct.

The Consultant’s 21 obligations 21.1 The Consultant Provides the Services in accordance with the Scope.

21.2 The Consultant’s obligation is to use the skill and care normally used by professionals providing services similar to the services.

People 22 22.1 The Consultant either employs each key person named to do the job for him stated in the

Contract Data or employs a replacement person who has been accepted by the Employer. The Consultant submits the name, relevant qualifications and experience of a proposed replacement person to the Employer for acceptance. A reason for not accepting the person is that his relevant qualifications and experience are not as good as those of the person who is to be replaced.

22.2 The Employer may, having stated his reasons, instruct the Consultant to remove a person employed by the Consultant. The Consultant then arranges that, after one day, the person has no further connection with the work included in this contract.

Working with the 23 Employer and Others 23.1 The Consultant co-operates with Others in obtaining and providing information which they

need in connection with the services.

23.2 Where necessary to Provide the Services, the Consultant holds or attends meetings with Others. The Consultant informs the Employer of these meetings beforehand and the Employer may attend them.

23.3 If the Employer decides that the work does not meet the Condition stated for a Key Date by the date stated and, as a result, the Employer incurs additional cost either

 in carrying out work or  by paying an additional amount to Others in carrying out work

on the same project, the additional cost the Employer has paid or will incur is paid by the Consultant. The Employer assesses the additional cost within four weeks of the date when the Condition stated for that Key Date is met. The Employer’s right to recover the additional cost which is his only right in these circumstances.

Subconsulting 24 24.1 If the Consultant subcontracts work, he is responsible for Providing the Services as if he had not

subcontracted. This contract applies as if a Subconsultant’s employees were the Consultant’s.

24.2 The Consultant submits the name of each proposed Subconsultant to the Employer for acceptance. A reason for not accepting the Subconsultant is that his appointment will not allow the Consultant to Provide the Services. The Consultant does not appoint a proposed Subconsultant until the Employer has accepted him.

24.3 The Consultant submits the proposed conditions of contract for each subcontract to the Employer for acceptance unless

an NEC contract is proposed or the Employer has agreed that no submission is required.

The Consultant does not appoint a Subconsultant on the proposed subcontract conditions submitted until the Employer has accepted them. A reason for not accepting them is that

they will not allow the Consultant to Provide the Services or they do not include a statement that the parties to the subcontract shall act in a spirit of mutual

trust and co-operation.

Other responsibilities 25 25.1 The Consultant obtains approval from Others where necessary to Provide the Services.

25.2 The Employer provides access to a person, place or thing to the Consultant as stated in the Contract Data on or before the later of its access date and the access date for it shown on the Accepted Programme.

25.3 The Consultant obeys an instruction which is in accordance with this contract and is given to him by the Employer.

25.4 The Consultant acts in accordance with the health and safety requirements stated in the Scope.

3 Time

Starting, Completion and 30 Key Dates 30.1 The Consultant does not start work until the starting date and does the work so that Completion

is on or before the Completion Date.

30.2 The Employer decides the date of Completion and certifies it within one week of the date.

30.3 The Consultant does the work so that the Condition stated for each Key Date is met by the Key Date.

The programme 31 31.1 If a programme is not identified in the Contract Data, the Consultant submits a first programme

to the Employer for acceptance within the period stated in the Contract Data.

31.2 The Consultant shows on each programme which he submits for acceptance

 the starting date, access dates, Key Dates and Completion Date,  planned Completion,  the order and timing of the operations which the Consultant plans to do in order to

Provide the Services,  the order and timing of the work of the Employer and Others as last agreed with them

by the Consultant or, if not so agreed, as stated in the Scope,  the dates when the Consultant plans to meet each Condition stated for the Key Dates

and to complete other work needed to allow the Employer and Others to do their work,  provisions for  float,  time risk allowances,  health and safety requirements and  the procedures set out in this contract,  the dates when, in order to Provide the Services in accordance with his programme,

the Consultant will need  access to a person, place or thing if later than its access date,  information and things to be provided by the Employer and  information and approval from Others,  for each operation, a statement of how the Consultant plans to do the work identifying

the resources which he plans to use and  other information which the Scope requires the Consultant to show on a programme

submitted for acceptance.

31.3 Within two weeks of the Consultant submitting a programme to him for acceptance, the Employer either accepts the programme or notifies the Consultant of his reasons for not accepting it. A reason for not accepting a programme is that

 the Consultant’s plans which it shows are not practicable,  it does not show the information which this contract requires,  it does not represent the Consultant’s plans realistically or  it does not comply with the Scope.

Revising the programme 32

32.1 The Consultant shows on each revised programme

 the actual progress achieved on each operation and its effect upon the timing of the remaining work,

 the effects of implemented compensation events,  how the Consultant plans to deal with any delays and to correct notified Defects and  any other changes which the Consultant proposes to make to the Accepted

Programme.

32.2 The Consultant submits a revised programme to the Employer for acceptance

 within the period for reply after the Employer has instructed him to,  when the Consultant chooses to and, in any case,  at no longer interval than the interval stated in the Contract Data from the starting date

until Completion of the whole of the services.

Instructions to stop or 33 not to start work 33.1 The Employer may instruct the Consultant to stop or not to start any work and may later instruct

him that he may re-start or start it.

Acceleration 34 34.1 The Employer may instruct the Consultant to submit a quotation for acceleration to achieve

Completion before the Completion Date. The Employer states changes to the Key Dates to be included in the quotation. A quotation for an acceleration comprises proposed changes to the Prices and a revised programme showing the earlier Completion Date and the changed Key Dates. The Consultant submits details of his assessment with each quotation.

34.2 The Consultant submits a quotation or gives his reasons for not doing so within the period for reply.

4 Quality

Quality management 40 system 40.1 The Consultant operates a quality management system for Providing the Services as stated in

the Scope. The quality management system complies with the requirements stated in the Scope.

40.2 The Consultant provides the Employer, within the period stated in the Contract Data, with a quality policy statement and a quality plan for acceptance. The quality policy statement and quality plan comply with the requirements stated in the Scope.

40.3 The Consultant complies with an instruction from the Employer to the Consultant to correct a failure to comply with the quality plan.

Correcting Defects 41 41.1 Until the defects date, the Employer notifies the Consultant of each Defect as soon as he finds it

and the Consultant notifies the Employer of each Defect as soon as he finds it. At Completion the Consultant notifies the Employer of the Defects which have not been corrected. After Completion and until the defects date, the Consultant notifies the Employer of each Defect as soon as he finds it. The Employer’s rights in respect of a Defect which the Employer has not found or notified by the defects date are not affected.

41.2 The Consultant corrects a Defect whether or not the Employer notifies him of it. The Consultant corrects Defects within a time which minimises the adverse effect on the Employer or Others. If the Consultant does not correct a Defect within the time required by this contract, the Employer assesses the cost to him of having the Defect corrected by other people and the Consultant pays this amount.

5 Payment

Assessing the amount due 50 50.1 The Consultant assesses the amount due and submits an invoice at each assessment date. The

first assessment date is decided by the Consultant to suit the procedures of the Parties and is not later than the assessment interval after the starting date. Later assessment dates occur

 at the end of each assessment interval until eight weeks after the defects date and  at Completion of the whole of the services.

50.2 Invoices submitted by the Consultant include the details stated in the Scope to show how the amount due has been assessed. The first invoice is for the amount due. Other invoices are for the change in the amount due since the previous invoice.

50.3 The amount due is

 the Price for Services Provided to Date,  the amount of the expenses properly spent by the Consultant in Providing the Services

and  other amounts to be paid to the Consultant less amounts to be paid by or retained from

the Consultant.

Any tax which the law requires the Employer to pay to the Consultant is included in the amount due.

Payment 51 51.1 Each payment is made within three weeks of receiving the Consultant’s invoice or, if a different

period is stated in the Contract Data, within the period stated. Each payment is the amount due less previous payments.

51.2 Payments are in the currency of this contract unless otherwise stated in this contract.

51.3 If the Employer does not accept the Consultant’s assessment of the amount due, he notifies the Consultant of his reasons and the amount which he assesses is due before the payment becomes due. He pays the amount of his assessment. The agreed part of the invoice is paid. The Consultant either

 corrects the invoice to a sum agreed by the Employer or  provides further information to justify the invoice.

51.4 If a payment is late or has been delayed because of a disagreement, interest is paid. Interest is assessed from the date by which the late payment should have been made until the date when the late payment is made, and is included in the first assessment after the late payment is made.

51.5 Interest is calculated on a daily basis at the interest rate and is compounded annually.

6 Compensation events

Compensation events 60 60.1 The following are compensation events.

(1) The Employer gives an instruction changing the Scope.

(2) The Employer does not provide access to a person, place or thing for the Consultant as stated in this contract.

(3) The Employer does not provide something which he is to provide by the date for providing it shown on the Accepted Programme.

(4) The Employer gives an instruction to stop or not to start any work or to change a Key Date.

(5) The Employer or Others do not work within the times shown on the Accepted Programme or within the conditions stated in the Scope.

(6) The Employer does not reply to a communication from the Consultant within the period required by this contract.

(7) The Employer changes a decision which he has previously communicated to the Consultant.

(8) The Employer withholds an acceptance (other than acceptance of a quotation for acceleration) for a reason not stated in this contract.

(9) The Employer notifies a correction to an assumption which he has stated about a compensation event.

(10) A breach of contract by the Employer which is not one of the other compensation events in this contract.

(11) An event which

 stops the Consultant completing the services or  stops the Consultant completing the services by the date shown on the Accepted

Programme,

and which

 neither Party could prevent,  an experienced consultant would have judged at the Contract Date to have such a

small chance of occurring that it would have been unreasonable for him to have allowed for it and

 is not one of the other compensation events stated in this contract.

(12) The Consultant corrects a Defect for which he is not liable under this contract.

Notifying compensation 61 events 61.1 For compensation events which arise from the Employer giving an instruction or changing an

earlier decision, the Employer notifies the Consultant of the compensation event at the time of giving the instruction or changing the earlier decision. He also instructs the Consultant to submit quotations, unless the event arises from a fault of the Consultant or quotations have already been submitted. The Consultant puts the instruction or changed decision into effect.

61.2 The Employer may instruct the Consultant to submit quotations for a proposed instruction or a proposed changed decision. The Consultant does not put a proposed instruction or a proposed changed decision into effect.

61.3 The Consultant notifies the Employer of an event which has happened or which he expects to happen as a compensation event if

 the Consultant believes that the event is a compensation event and  the Employer has not notified the event to the Consultant.

If the Consultant does not notify a compensation event within eight weeks of becoming aware of the event, he is not entitled to a change in Prices, the Completion Date or a Key Date unless the Employer should have notified the event to the Consultant but did not.

61.4 If the Employer decides that an event notified by the Consultant

 arises from a fault of the Consultant,  has not happened and is not expected to happen,  has no effect upon the Consultant’s costs, Completion or meeting a Key Date or  is not one of the compensation events stated in this contract

he notifies the Consultant of his decision that the Prices, the Completion Date and the Key Date are not to be changed.

If the Employer decides otherwise, he notifies the Consultant accordingly and instructs him to submit quotations.

If the Employer does not notify his decision to the Consultant within either

 one week of the Consultant’s notification or  a longer period to which the Consultant has agreed,

the Consultant may notify the Employer to this effect. A failure by the Employer to reply within two weeks of this notification is treated as acceptance by the Employer that the event is a compensation event and an instruction to submit quotations.

61.5 If the Employer decides that the Consultant did not give an early warning of the event which an experienced consultant could have given, he notifies this decision to the Consultant when he instructs him to submit quotations.

61.6 If the Employer decides that the effects of a compensation event are too uncertain to be forecast reasonably, he states assumptions about the event in his instruction to the Consultant to submit quotations. Assessment of the event is based on these assumptions. If any of them is later found to have been wrong, the Employer notifies a correction.

61.7 A compensation event is not notified after the defects date.

Quotations for 62 compensation events 62.1 After discussing with the Consultant different ways of dealing with the compensation event which

are practicable, the Employer may instruct the Consultant to submit alternative quotations. The Consultant submits the required quotations to the Employer and may submit quotations for other methods of dealing with the compensation event which he considers practicable.

62.2 Quotations for compensation events comprise proposed changes to the Prices and any delay to the Completion Date and Key Dates assessed by the Consultant. The Consultant submits details of his assessment with each quotation. If the programme for remaining work is altered by the compensation event, the Consultant includes the alterations to the Accepted Programme in his quotation.

62.3 The Consultant submits quotations within two weeks of being instructed to do so by the Employer. The Employer replies within two weeks of the submission. His reply is

 an instruction to submit a revised quotation,  an acceptance of a quotation,  a notification that a proposed instruction will not be given or a proposed changed

decision will not be made or  a notification that he will be making his own assessment.

62.4 The Employer instructs the Consultant to submit a revised quotation only after explaining his reasons for doing so to the Consultant. The Consultant submits the revised quotation within three weeks of being instructed to do so.

62.5 The Employer extends the time allowed for

 the Consultant to submit quotations for a compensation event and  the Employer to reply to a quotation

if the Employer and the Consultant agree to the extension before the submission or reply is due. The Employer notifies the extension that has been agreed to the Consultant.

62.6 If the Employer does not reply to a quotation within the time allowed, the Consultant may notify the Employer to this effect. If the Consultant submitted more than one quotation for the compensation event, he states in his notification which quotation he proposes is to be accepted. If the Employer does not reply to the notification within two weeks and, unless the quotation is for a proposed instruction or a proposed changed decision, the Consultant’s notification is treated as acceptance of the quotation by the Employer.

Assessing compensation 63 events 63.1 The changes to the Prices are assessed as the effect of the compensation event upon

 the actual Time Charge for the work already done and  the forecast Time Charge for the work not yet done.

The date when the Employer instructed or should have instructed the Consultant to submit quotations divides the work already done from the work not yet done.

63.2 If the effect of a compensation event is to reduce the total Time Charge, the Prices are not reduced excepted as stated in this contract.

63.3 A delay to the Completion Date is assessed as the length of time that, due to the compensation event, planned Completion is later than planned Completion as shown on the Accepted Programme. A delay to a Key Date is assessed as the length of time that, due to the compensation event, the planned date when the Condition stated for a Key Date will be met is later than the date shown on the Accepted Programme.

63.4 The rights of the Employer and the Consultant to changes to the Prices, the Completion Date and the Key Dates are their only rights in respect of a compensation event.

63.5 If the Employer has notified the Consultant of his decision that the Consultant did not give an early warning of a compensation event which an experienced consultant could have given, the event is assessed as if the Consultant had given early warning.

63.6 Assessment of the effect of a compensation event includes risk allowances for cost and time for matters which have a significant chance of occurring and are at the Consultant’s risk under this contract.

63.7 Assessments for work not yet done are based upon the assumptions that the Consultant will react competently and promptly to the compensation event and that the Accepted Programme can be changed. Assessments for work already done include only cost and time which were reasonably incurred.

63.8 A compensation event which is an instruction to change the Scope in order to resolve an ambiguity or inconsistency is assessed as if the Prices, the Completion Date and the Key Dates were for the interpretation most favourable to the Party which did not provide the Scope.

63.9 If a change to the Scope makes the description of the Condition for a Key Date incorrect, the Employer corrects the description. This correction is taken into account in assessing the compensation event for the change to the Scope.

63.10 If the work included in a quotation for a compensation event includes work by staff for which there is no staff rate, a proposed rate is included in the quotation.

63.11 The following are deducted from the assessment of compensation events

 the cost of events for which this contract requires the Consultant to insure and  other costs paid to the Consultant by insurers.

The Employer’s 64 assessments 64.1 The Employer assesses a compensation event

 if the Consultant has not submitted a required quotation and details of his assessment within the time allowed,

 if the Employer decides that the Consultant has not assessed the compensation event correctly in a quotation and he does not instruct the Consultant to submit a revised quotation,

 if, when the Consultant submits quotations for a compensation event, he has not submitted a programme or alterations to a programme which this contract requires him to submit or

 if, when the Consultant submits quotations for a compensation event, the Employer has not accepted the Consultant’s latest programme for one of the reasons stated in this contract.

64.2 The Employer assesses a compensation event using his own assessment of the programme for the remaining work if

 there is no Accepted Programme or  the Consultant has not submitted a programme or alterations to a programme for

acceptance as required by this contract.

64.3 The Employer notifies the Consultant of his assessment of a compensation event and gives him details of it within the period allowed for the Consultant’s submission of his quotation for the same event. This period starts when the need for the Employer’s assessment becomes apparent.

64.4 If the Employer does not assess a compensation event within the time allowed, the Consultant may notify the Employer to this effect. If the Consultant submitted more than one quotation for the compensation event, he states in his notification which quotation he proposes is to be accepted. If the Employer does not reply within two weeks of this notification the notification is treated as acceptance of the Consultant’s quotation by the Employer.

Implementing 65 compensation events 65.1 A compensation event is implemented when

 the Employer notifies his acceptance of the Consultant’s quotation,  the Employer notifies the Consultant of his own assessment or  a Consultant’s quotation is treated as having been accepted by the Employer.

65.2 The assessment of a compensation event is not revised if a forecast upon which it is based is shown by later recorded information to have been wrong.

7 Rights to material

The Parties’ use of 70 material 70.1 The Employer has the right to use the material provided by the Consultant for the purpose stated

in the Scope. The Consultant obtains from a Subconsultant equivalent rights for the Employer to use material prepared by the Subconsultant.

70.2 The Consultant has the right to use material provided by the Employer only to Provide the Services. The Consultant may make this right available to a Subconsultant. On Completion of the whole of the services, the Consultant returns the material provided by the Employer to him.

70.3 The Parties do not disclose information obtained in connection with the services except when necessary to carry out their duties under this contract.

70.4 The Consultant may use the material provided by him under this contract for other work unless stated otherwise in the Scope.

Publicity 71 71.1 The Consultant may publicise the services only with the Employer’s written agreement.

8 Indemnity, insurance and liability

Indemnity 80 80.1 The Consultant indemnifies the Employer against claims, proceedings, compensation and costs

payable arising out of an infringement by the Consultant of the rights of Others, except an infringement which arose out of the use by the Consultant of things provided by the Employer.

Insurance cover 81 81.1 The Consultant provides the insurances stated in the Insurance Table except any insurance

which the Employer is to provide as stated in the Contract Data. The insurances provide cover from the Contract Date until the end of the periods stated in the Contract Data.

INSURANCE TABLE

Insurance against Minimum amount of cover

Liability of the Consultant for claims made against him arising out of his failure to use the skill and care normally used by professionals providing services similar to the services

The amount stated in the Contract Data

Liability for death of or bodily injury to a person (not an employee of the Consultant) or loss of or damage to property resulting from an action or failure to take action by the Consultant

The amount stated in the Contract Data for any one event

Liability for death of or bodily injury to employees of the Consultant arising out of and in the course of their employment in connection with this contract

The greater of the amount required by the applicable law and the amount stated in the Contract Data for any one event

81.2 When requested by a Party the other Party provides certificates from his insurer or broker stating that the insurances required by this contract are in force.

Limitation of liability 82 82.1 The Consultant’s total liability to the Employer for all matters arising under or in connection with

this contract, other than the excluded matters, is limited to the amount stated in the Contract Data and applies in contract, tort or delict and otherwise to the extent allowed under the law of the contract.

The excluded matters are amounts payable by the Consultant as stated in this contract for

 delay damages if Option X7 applies,  Consultant’s share if Option C applies,  an infringement by the Consultant of the rights of Others,  loss of or damage to third party property and  death of or bodily injury to a person other than an employee of the Consultant.

82.2 The Consultant’s liability to the Employer is limited to that proportion of the Employer’s losses for which the Consultant is responsible under this contract.

9 Termination

Termination 90 90.1 Either Party may terminate the Consultant’s obligation to Provide the Services by notifying the

other Party if the other Party has done one of the following or its equivalent.

 If the other Party is an individual and has

 presented his petition for bankruptcy,  had a bankruptcy order made against him,  had a receiver appointed over his assets or  made an arrangement with his creditors.

 If the other Party is a company or partnership and has

 had a winding-up order made against it,  had a provisional liquidator appointed to it,  passed a resolution for winding-up (other than in order to amalgamate or

reconstruct),  had an administration order made against it,  had a receiver, receiver and manager, or administrative receiver appointed over

the whole or a substantial part of its undertaking or assets or  made an arrangement with its creditors.

90.2 The Consultant may terminate his obligation to Provide the Services by notifying the Employer if the Employer has not paid an amount due to the Consultant within eight weeks of the issue of a notice by the Consultant to the Employer that payment is overdue.

90.3 The Employer may terminate the Consultant’s obligation to Provide the Services by notifying the Consultant if

 the Employer no longer requires the services or  the Consultant has substantially failed to comply with his obligations and has not put the

default right within four weeks of a notification by the Employer.

90.4 The Employer may terminate the Consultant’s obligation to Provide the Services by notifying the Consultant if an event occurs which

 stops the Consultant completing the services or  stops the Consultant completing the services by the date shown on the Accepted

Programme and is forecast to delay Completion by more than 13 weeks,

and which

 neither Party could prevent and  an experienced consultant would have judged at the Contract Date to have such a small

chance of occurring that it would have been unreasonable for him to have allowed for it.

Procedures on termination 91 91.1 On termination

 the Consultant does no further work necessary to Provide the Services,  the Employer may complete the services and may use any material to which he has title,  the Employer may require the Consultant to assign the benefit of any subconsultancy or

other contract related to performance of this contract to the Employer and  the Parties continue to comply with the constraints and obligations in this contract on

 the use of material prepared or obtained by the Consultant and  publicising the services.

After the final payment has been made, the Consultant gives to the Employer information resulting from work carried out to date and information the Consultant has obtained which he has a responsibility to provide under this contract.

Payment on termination 92 92.1 A final payment is made as soon as possible after termination. The amount due on termination

includes

 an amount due assessed as for normal payments and  other costs reasonably incurred by the Consultant in expectation of completing the whole

of the services and to which the Consultant is committed.

92.2 If the Employer terminates because of the

 insolvency of the Consultant or  substantial failure of the Consultant to comply with his obligations,

the amount due on termination includes a deduction of the forecast of the additional cost to the Employer of completing the whole of the services.

MAIN OPTION CLAUSES

Option A: Priced contract with activity schedule

Identified and defined 11 terms 11.2 (14) The Activity Schedule is the activity schedule unless later changed in accordance with this

contract.

(15) The Price for Services Provided to Date is the total of the Prices for the activities which have been completed. A completed activity is one which is without Defects which would delay immediately following work.

(18) The Prices are the lump sum prices for each of the activities on the Activity Schedule unless later changed in accordance with this contract.

The Consultant’s 21 obligations 21.3 The Consultant prepares forecasts of the total expenses for the whole of the services and submits

them to the Employer. Forecasts are prepared at the intervals stated in the Contract Data from the starting date until Completion of the whole of the services. An explanation of the changes made since the previous forecast is submitted with each forecast.

The programme 31 31.4 The Consultant provides information which shows how each activity on the Activity Schedule

relates to the operations on each programme which he submits for acceptance.

Acceleration 34 34.3 When the Employer accepts a quotation for an acceleration, he changes the Prices, the

Completion Date and the Key Dates accordingly and accepts the revised programme.

Accounts and records 52 52.1 The Consultant keeps accounts and records of his expenses and allows the Employer to inspect

them at any time within working hours.

The Activity Schedule 53 53.1 Information in the Activity Schedule is not Scope.

53.2 If the Consultant changes a planned method of completing the services at his discretion so that the Activity Schedule does not comply with the Accepted Programme, he submits a revision of the Activity Schedule to the Employer for acceptance.

53.3 A reason for not accepting a revision of the Activity Schedule is that

 it does not comply with the Accepted Programme,  any changed Prices are not reasonably distributed between the activities or  the total of the Prices is changed.

Quotations for 62 compensation events 62.7 The cost of preparing quotations for compensation events is not included in the assessment of

compensation events.

Assessing compensation 63 events 63.12 If the effect of a compensation event is to reduce the total Time Charge and the event is

 a change to the Scope or  a correction of an assumption stated by the Employer for assessing an earlier

compensation event,

the Prices are reduced.

63.14 Assessments for changed Prices for compensation events are in the form of changes to the Activity Schedule.

Implementing 65 compensation events 65.3 The changes to the Prices, the Completion Date and the Key Dates are included in the notification

implementing a compensation event.

Option C: Target contract

Identified and defined terms 11 11.2 (14) The Activity Schedule is the activity schedule unless later changed in accordance with this

contract.

(16) The Price for Services Provided to Date is the Time Charge for the work which has been completed.

(18) The Prices are the lump sum prices for each of the activities on the Activity Schedule unless later changed in accordance with this contract.

The Consultant’s 21 obligations 21.4 The Consultant prepares forecasts of the total Time Charge and expenses for the whole of the

services and submits them to the Employer. Forecasts are prepared at the intervals stated in the Contract Data from the starting date until Completion of the whole of the services. An explanation of the changes made since the previous forecast is submitted with each forecast.

Subconsulting 24 24.4 The Consultant submits the proposed contract data for each subcontract for acceptance to the

Employer if

 an NEC contract is proposed and  the Employer instructs the Consultant to make the submission.

A reason for not accepting the proposed contract data is that its use will not allow the Consultant to Provide the Services.

The programme 31 31.4 The Consultant provides information which shows how each activity on the Activity Schedule

relates to the operations on each programme which he submits for acceptance.

Acceleration 34 34.3 When the Employer accepts a quotation for an acceleration, he changes the Prices, the

Completion Date and the Key Dates accordingly and accepts the revised programme.

Assessing the amount due 50 50.4 Payments for staff whose staff rate is stated in the Contract Data in a currency other than the

currency of this contract are included in the amount due as payments to be made to the Consultant in the same currency. Such payments are converted to the currency of this contract in order to calculate the Consultant’s share using the exchange rates.

Accounts and records 52 52.2 The Consultant keeps accounts and records of his Time Charge and expenses and allows the

Employer to inspect them at any time within working hours.

The Activity Schedule 53 53.1 Information in the Activity Schedule is not Scope.

53.2 If the Consultant changes a planned method of completing the services at his discretion so that the Activity Schedule does not comply with the Accepted Programme, he submits a revision of the Activity Schedule to the Employer for acceptance.

53.3 A reason for not accepting a revision of the Activity Schedule is that

 it does not comply with the Accepted Programme,  any changed Prices are not reasonably distributed between the activities or  the total of the Prices is changed.

The Consultant’s share 54 54.1 The Employer assesses the Consultant’s share of the difference between the total of the Prices

and the Price for Services Provided to Date. The difference is divided into increments falling within each of the share ranges. The limits of a share range are the Price for Services Provided to Date divided by the total of the Prices, expressed as a percentage. The Consultant’s share equals the sum of the products of the increment within each share range and the corresponding Consultant’s share percentage.

54.2 If the Price for Services Provided to Date is less than the total of the Prices, the Consultant is paid his share of the saving. If the Price for Services Provided to Date is greater than the total of the Prices, the Consultant pays his share of the excess.

54.3 The Employer makes a preliminary assessment of the Consultant’s share at Completion of the whole of the services using his forecasts of the final Price for Services Provided to Date and the final total of the Prices. This share is included in the amount due following Completion of the whole of the services.

54.4 The Employer makes a final assessment of the Consultant’s share using the final Price for Services Provided to Date and the final total of the Prices. This share is included in the final amount due.

Assessing 63 compensation events 63.13 If the effect of a compensation event is to reduce the total Time Charge and the event is

 a change to the Scope, other than a change to the Scope which the Consultant proposed and the Employer has accepted or

 a correction of an assumption stated by the Employer for assessing an earlier compensation event,

the Prices are reduced.

63.14 Assessments for changed Prices for compensation events are in the form of changes to the Activity Schedule.

Implementing 65 compensation events 65.3 The changes to the Prices, the Completion Date and the Key Dates are included in the notification

implementing a compensation event.

Payment on termination 92 92.3 If there is a termination, the Employer assesses the Consultant’s share. His assessment uses as

the Price for Services Provided to Date the total of the Time Charge which the Consultant has paid and which he is committed to pay for work done before termination.

The Employer’s assessment of the Consultant’s share is added to the amount due to the Consultant on termination if there has been a saving or deducted if there has been an excess.

Option E: Time based contract

Identified and defined 11 terms 11.2 (16) The Price for Services Provided to Date is the Time Charge for the work which has been

completed.

(19) The Prices are the Time Charge.

The Consultant’s 21 obligations 21.4 The Consultant prepares forecasts of the total Time Charge and expenses for the whole of the

services and submits them to the Employer. Forecasts are prepared at the intervals stated in the Contract Data from the starting date until Completion of the whole of the services. An explanation of the changes made since the previous forecast is submitted with each forecast.

Subconsulting 24 24.4 The Consultant submits the proposed contract data for each subcontract for acceptance to the

Employer if

 an NEC contract is proposed and  the Employer instructs the Consultant to make the submission.

A reason for not accepting the proposed contract data is that its use will not allow the Consultant to Provide the Services.

Acceleration 34 34.4 When the Employer accepts a quotation for an acceleration, he changes the Completion Date, the

Key Dates and the forecast of the total Time Charge for the whole of the services accordingly and accepts the revised programme.

Assessing the amount due 50 50.5 Payments for staff whose staff rate is stated in the Contract Data in a currency other than the

currency of this contract are included in the amount due as payments to be made to the Consultant in the same currency.

Accounts and records 52 52.2 The Consultant keeps accounts and records of his Time Charge and expenses and allows the

Employer to inspect them at any time within working hours.

Implementing 65 compensation events 65.4 The changes to the forecast amount of the Prices, the Completion Date and the Key Dates are

included in the notification implementing a compensation event.

Option G: Term contract

Identified and defined 11 terms 11.2 (17) The Price for Services Provided to Date is, for each Task, the total of

 the Time Charge for work which has been completed on time based items on the Task Schedule and

 a proportion of the lump sum price for each other item on the Task Schedule which is the proportion of work completed on that item.

(20) The Prices are

 the Time Charge for items described as time based on the Task Schedule and  the lump sum price in the Task Schedule for each other item.

(21) A Task is work within the services which the Employer may instruct the Consultant to carry out within a stated period of time.

(22) Task Completion is when the Consultant has done all the work which the Task Order requires him to do by the Task Completion Date, and corrected Defects which would have prevented the Employer or Others from using the services and Others from doing their work.

(23) Task Completion Date is the date for completion stated in the Task Order unless later changed in accordance with this contract.

(24) A Task Order is the Employer’s instruction to carry out a Task.

(25) The Task Schedule is the task schedule unless later changed in accordance with this contract.

The Consultant’s 21 obligations 21.4 The Consultant prepares forecasts of the total Time Charge and expenses for the whole of the

services and submits them to the Employer. Forecasts are prepared at the intervals stated in the Contract Data from the starting date until Completion of the whole of the services. An explanation of the changes made since the previous forecast is submitted with each forecast.

The programme 31 31.5 The Consultant provides information which shows how each item included in a Task relates to the

operations on each programme which he submits for acceptance.

Assessing the amount due 50 50.6 Payments for

 staff whose staff rate in the Contract Data or

 items whose prices in the Task Schedule are stated

in a currency other than currency of this contract are included in the amount due as payments to be made to the Consultant in the same currency.

Accounts and records 52 52.2 The Consultant keeps accounts and records of his Time Charge and expenses and allows the

Employer to inspect them at any time within working hours.

Assessing Tasks 55

55.1 A Task Order includes

 a detailed description of the work in the Task,  a priced list of items of work in the Task in which items taken from the Task Schedule are

identified,  the starting and completion dates for the Task,  the amount of delay damages for late completion of the Task and  the total of the Prices for the Task.

The Employer consults the Consultant about the contents of a Task Order before he issues it.

55.2 The delay damages in a Task Order, if any, are not more than the estimated cost to the Employer of late completion of the Task.

The Prices for items in the Task price list which are not taken from the Task Schedule are assessed in the same way as compensation events.

55.3 The Consultant does not start any work included in the Task until he has received the Task Order, and does the work so that Task Completion is on or before the Task Completion Date. No Task Order is issued after the Completion Date.

Compensation events 60 60.1 The following are compensation events.

(13) The Employer issues an instruction changing a Task Order. If the effect of a compensation event which is an instruction changing a Task Order is to reduce the total Time Charge, the Prices are reduced.

(14) The Consultant receives the Task Order after the starting date stated in the Task Order.

(15) A Task Completion Date is later than the Completion Date.

60.2 The Employer corrects mistakes in the Task Schedule which arise from an ambiguity or inconsistency in or between the documents which are part of this contract. Each such correction is a compensation event.

Quotations for 62 compensation events 62.7 The cost of preparing quotations for compensation events is not included in the assessment of

compensation events.

Assessing compensation 63 events 63.16 A delay to the Task Completion Date is assessed as the length of time that due to the

compensation event, planned Task Completion is delayed.

63.17 Assessments for changed Prices for compensation events are in the form of changes to the Task Schedule.

63.18 If the effect of a compensation event is to reduce the total Time Charge and the event is

 a change to the Task or  a correction of an assumption stated by the Employer for assessing an earlier

compensation event,

the Prices are reduced.

Implementing 65 compensation events 65.5 The Employer includes the changes to

 the Prices and the Task Completion Date and  the final total of the Prices for the Task and the programme for the Task

from the quotation which he has accepted or from his own assessment in the notification implementing a compensation event.

DISPUTE RESOLUTION

Option W1

Dispute resolution procedure (used unless the United Kingdom Housing Grants, Construction and Regeneration Act 1996 applies).

Dispute resolution W1 W1.1 A dispute arising under or in connection with this contract is referred to and decided by the

Adjudicator.

The Adjudicator W1.2 (1) The Parties appoint the Adjudicator under the NEC Adjudicator’s Contract current at the starting date.

(2) The Adjudicator acts impartially and decides the dispute as an independent adjudicator and not as an arbitrator.

(3) If the Adjudicator is not identified in the Contract Data or if the Adjudicator resigns or is unable to act, the Parties may choose an adjudicator jointly. If the Parties have not chosen an adjudicator, either Party may ask the Adjudicators nominating body to choose one. The Adjudicator nominating body chooses an adjudicator within four days of the request The chosen adjudicator becomes the Adjudicator.

(4) A replacement Adjudicator has the power to decide a dispute referred to his predecessor but not decided at the time when the predecessor resigned or became unable to act. He deals with an undecided dispute as if it had been referred to him on the date he was appointed.

(5) The Adjudicator, his employees and agents are not liable to the Parties for any action or failure to take action in an adjudication unless the action or failure to take action was in bad faith.

The adjudication W1.3 (1) Disputes are notified and referred to the Adjudicator in accordance with the Adjudication Table.

ADJUDICATION TABLE

Dispute about Which Party may refer it to the Adjudicator?

When may it be referred to the Adjudicator?

An action of the Employer

The Consultant Between two and four weeks after the Consultant’s notification of the dispute to the Employer, the notification itself being made not more than four weeks after the Consultant becomes aware of the action

The Employer not having taken an action

The Consultant Between two and four weeks after the Consultant’s notification of the dispute to the Employer, the notification itself being made not more than four weeks after the Consultant becomes aware that the action was not taken

A quotation for a compensation event which is treated as having been accepted

The Employer Between two and four weeks after the Employer’s notification of the dispute to the Consultant, the notification itself being made not more than four weeks after the quotation was treated as accepted

Any other matter Either Party Between two and four weeks after notification of the dispute to the other Party

(2) The times for notifying and referring a dispute may be extended if the Consultant and the Employer agree to the extension before the notice or referral is due. If a disputed matter is not notified and referred within the times set out in this contract, neither Party may subsequently refer it to the Adjudicator or the tribunal.

(3) The Party referring the dispute to the Adjudicator includes with his referral information to be considered by the Adjudicator. Any more information from a Party to be considered by the Adjudicator is provided within four weeks of the referral. This period may be extended if the Adjudicator and the Parties agree.

(4a) If a matter disputed by the Consultant under or in connection with a subcontract is also a matter disputed under or in connection with this contract and if the subcontract allows, the Consultant may refer the subcontract dispute to the Adjudicator at the same time as the main contract referral. The Adjudicator then decides the disputes together and references to the Parties for the purposes of the dispute are interpreted as including the Subconsultant.

(4b) If this contract is a subcontract and the main contract provides for joint adjudication of disputes, the following procedure applies.

Within two weeks of the notification of the dispute by the Consultant to the Employer, the Employer notifies the Consultant if the matter disputed is a matter disputed under or in connection with the main contract.

The Employer may then

 submit the subcontract dispute to the main contract Adjudicator at the same time as the main contract submission and

 instruct the Consultant to provide any information which the Employer may require.

The main contract Adjudicator then gives his decision on the disputes together.

(5) The Adjudicator may

 review and revise any action or inaction of the Employer related to the dispute and alter a quotation which has been treated as having been accepted,

 take the initiative in ascertaining the facts and the law related to the dispute,  instruct a Party to provide further information related to the dispute within a stated time

and  instruct a Party to take any other action which he considers necessary to reach his

decision and to do so within a stated time.

(6) A communication between a Party and the Adjudicator is communicated to the other Party at the same time.

(7) If the Adjudicator’s decision includes assessment of additional cost or delay caused to the Consultant, he makes his assessment in the same way as a compensation event is assessed.

(8) The Adjudicator decides the dispute and notifies the Parties of his decision and his reasons within four weeks of the end of the period for receiving information. This four week period may be extended if the Parties agree.

(9) Unless and until the Adjudicator has notified the Parties of his decision, the Parties proceed as if the matter disputed was not disputed.

(10) The Adjudicator’s decision is binding on the Parties unless and until revised by the tribunal and is enforceable as a matter of contractual obligation between the Parties and not as an arbitral award. The Adjudicator’s decision is final and binding if neither Party has notified the other within the times required by this contract that he is dissatisfied with a decision of the Adjudicator and intends to refer the matter to the tribunal.

(11) The Adjudicator may, within two weeks of giving his decision to the Parties, correct any clerical mistake or ambiguity.

Review by the tribunal W1.4 (1) A Party does not refer any dispute under or in connection with this contract to the tribunal unless it has first been referred to the Adjudicator in accordance with this contract.

(2) If, after the Adjudicator notifies his decision a Party is dissatisfied, he may notify the other Party that he intends to refer it to the tribunal. A Party may not refer a dispute to the tribunal unless this notification is given within four weeks of notification of the Adjudicator’s decision.

(3) If the Adjudicator does not notify his decision within the time provided by this contract, a Party may notify the other Party that he intends to refer the dispute to the tribunal. A Party may not refer a dispute to the tribunal unless this notification is given within four weeks of the date by which the Adjudicator should have notified his decision.

(4) The tribunal settles the dispute referred to it. The tribunal has the powers to reconsider any decision of the Adjudicator and review and revise any action or inaction of the Employer related to the dispute. A Party is not limited in the tribunal proceedings to the information, evidence or arguments put to the Adjudicator.

(5) If tribunal is arbitration, the arbitration procedure, the place where the arbitration is to be held and the method of choosing the arbitrator are those stated in the Contract Data.

(6) A Party does not call the Adjudicator as a witness in tribunal proceedings.

Option W2

Dispute resolution procedure (used in the United Kingdom when the Housing Grants, Construction and Regeneration Act 1996 applies).

Dispute resolution W2 W2.1 (1) Any dispute arising under or in connection with this contract is referred to and decided by the

Adjudicator. A Party may refer a dispute to the Adjudicator at any time.

(2) In this Option, time periods stated in days exclude Christmas Day, Good Friday and bank holidays.

The Adjudicator W2.2 (1) The Parties appoint the Adjudicator under the NEC Adjudicator’s Contract current at the starting date.

(2) The Adjudicator acts impartially and decides the dispute as an independent adjudicator and not as an arbitrator.

(3) If the Adjudicator is not identified in the Contract Data or if the Adjudicator resigns or becomes unable to act

 the Parties may choose an adjudicator jointly or  a Party may ask the Adjudicator nominating body to choose an adjudicator.

The Adjudicator nominating body chooses an adjudicator within four days of the request. The chosen adjudicator becomes the Adjudicator.

(4) A replacement Adjudicator has the power to decide a dispute referred to his predecessor but not decided at the time when his predecessor resigned or became unable to act. He deals with an undecided dispute as if it had been referred to him on the date he was appointed.

(5) The Adjudicator, his employees and agents are not liable to the Parties for any action or failure to take action in an adjudication unless the action or failure to take action was in bad faith.

The adjudication W2.3 (1) Before a Party refers a dispute to the Adjudicator, he gives a notice of adjudication to the other Party with a brief description of the dispute and the decision which he wishes the Adjudicator to make. If the Adjudicator is named in the Contract Data, the Party sends a copy of the notice of adjudication to the Adjudicator when it is issued. Within three days of the receipt of the notice of adjudication, the Adjudicator notifies the Parties

 that he is able to decide the dispute in accordance with the contract or  that he is unable to decide the dispute and has resigned.

If the Adjudicator does not so notify within three days of the issue of the notice of adjudication, either Party may act as if he has resigned.

(2) Within seven days of a Party giving a notice of adjudication he

 refers the dispute to the Adjudicator,

 provides the Adjudicator with the information on which he relies, including any supporting documents and

 provides a copy of the information and supporting documents he has provided to the Adjudicator to the other Party.

Any further information from a Party to be considered by the Adjudicator is provided within fourteen days from the referral. This period may be extended if the Adjudicator and Parties agree.

(3a) If a matter disputed by the Consultant under or in connection with a subcontract is also a matter disputed under or in connection with this contract, the Consultant may, with the consent of the Subconsultant, refer the subcontract dispute to the Adjudicator at the same time as the main contract referral. The Adjudicator then decides the disputes together and references to the Parties for the purposes of the dispute are interpreted as including the Subconsultant.

(3b) If this contract is a subcontract and the main contract provides for joint adjudication of disputes, the following procedure applies.

Within two weeks of the notification of the dispute by the Consultant to the Employer, the Employer notifies the Consultant if the matter disputed is a matter disputed under or in connection with the main contract.

The Employer may then

 submit the subcontract dispute to the main contract Adjudicator at the same time as the main contract submission and

 instruct the Consultant to provide any information which the Employer may require.

The main contract Adjudicator then gives his decision on the disputes together.

(4) The Adjudicator may

 review and revise any action or inaction of the Employer related to the dispute and after a quotation which has been treated as having been accepted,

 take the initiative in ascertaining the facts and the law related to the dispute,  instruct a Party to provide further information related to the dispute within a stated time

and  instruct a Party to take any other action which he considers necessary to reach his

decision and to do so within a stated time.

(5) If a Party does not comply with any instruction within the time stated by the Adjudicator, the Adjudicator may continue the adjudication and make his decision based upon the information and evidence he has received.

(6) A communication between a Party and the Adjudicator is communicated to the other Party at the same time.

(7) If the Adjudicator’s decision includes assessment of additional cost or delay caused to the Consultant, he makes his assessment in the same way as a compensation event is assessed.

(8) The Adjudicator decides the dispute and notifies the Parties of his decision and his reasons within twenty-eight days of the dispute being referred to him. This period may be extended by up to fourteen days with the consent of the referring Party or by any other period agreed by the Parties.

(9) Unless and until the Adjudicator has notified the Parties of his decision, the Parties proceed as if the matter disputed was not disputed.

(10) If the Adjudicator does not make his decision and notify it to the Parties within the time provided by this contract the Parties and the Adjudicator may agree to extend the period for making his decision. If they do not agree to an extension, either Party may act as if the Adjudicator has resigned.

(11) The Adjudicator’s decision is binding on the Parties unless and until revised by the tribunal and is enforceable as a matter of contractual obligation between the Parties and not as an arbitral award. The Adjudicator’s decision is final and binding if neither Party has notified the other within the times required by this contract that he is dissatisfied with a matter decided by the Adjudicator and intends to refer the matter to the tribunal.

(12) The Adjudicator may, within fourteen days of giving his decision to the Parties, correct a clerical mistake or ambiguity.

Review by the tribunal W2.4 (1) A Party does not refer any dispute under or in connection with this contract to the tribunal unless it has first been decided by the Adjudicator in accordance with this contract.

(2) If, after the Adjudicator notifies his decision a Party is dissatisfied, that Party may notify the other Party of the matter which he disputes and state that he intends to refer it to the tribunal. The dispute may not be referred to the tribunal unless this notification is given within four weeks of the notification of the Adjudicator’s decision.

(3) The tribunal settles the dispute referred to it. The tribunal has the powers to reconsider any decision of the Adjudicator and to review and revise any action or inaction of the Employer related to the dispute. A Party is not limited in tribunal proceedings to the information or evidence put to the Adjudicator.

(4) If the tribunal is arbitration, the arbitration procedure, the place where the arbitration is to be held and the method of choosing the arbitrator are those stated in the Contract Data.

(5) A Party does not call the Adjudicator as a witness in tribunal proceedings.

SECONDARY OPTION CLAUSES

Option X1: Price adjustment for inflation

If staff rates are fixed at the Contract Date and are not variable with changes in salary paid to individuals.

Price adjustment factor X1 X1.1 On each anniversary of the Contract Date, the Consultant calculates a price adjustment factor

equal to (L – B)/B, where L is the last published value of the index and B is the last value of the index published before the Contract Date.

If an index is changed after it has been used in calculating a price adjustment factor, the calculation is repeated and a correction included in the next assessment of the amount due.

The price adjustment factor calculated at the Completion Date for the whole of the services is used for calculating price adjustment after this date.

Price adjustment X1.2 Each amount due after the first anniversary includes an amount for price adjustment which is the sum of

 the change in the Price for Services Provided to Date since the last assessment of the amount due multiplied by the price adjustment factor calculated at the last anniversary and

 the amount for price adjustment included in the previous amount due.

Price adjustment Option C X1.3 Each time the amount due is assessed after the first anniversary, an amount for price adjustment is added to the total of the Prices which is the change in the Price for Services Provided to Date since the last assessment of the amount due multiplied by (PAF/(1+PAF)) where PAF is the price adjustment factor calculated at the last anniversary.

Expenses adjustment X1.6 If payment rates for any of the expenses are fixed at the Contract Date and are not otherwise adjustable for inflation, each amount due after the first anniversary includes an amount for expenses adjustment which is the sum of

 the change in fixed expenses since the last assessment of the amount due multiplied by the price adjustment factor calculated at the last anniversary and

 the amount for expenses adjustment included in the previous amount due.

If staff rates are variable with changes in salary paid to individuals.

Price adjustment factor X1 X1.1 On each anniversary of the Contract Date, the Consultant calculates a price adjustment factor

equal to (L – B)/B, where L is the last published value of the index and B is the last value of the index published before the Contract Date.

If an index is changed after it has been used in calculating a price adjustment factor, the calculation is repeated and a correction included in the next assessment of the amount due.

The price adjustment factor calculated at the Completion Date for the whole of the services is used for calculating price adjustment after this date.

Price adjustment Option A

X1.2 Each amount due after the first anniversary includes an amount for price adjustment which is the sum of

 the change in the Price for Services Provided to Date since the last assessment of the amount due multiplied by the price adjustment factor calculated at the last anniversary and

 the amount for price adjustment included in the previous amount due.

Price adjustment Option C

X1.3 Each time the amount due is assessed after the first anniversary, an amount for price adjustment is added to the total of the Prices which is the change in the Price for Services Provided to Date since the last assessment of the amount due multiplied by (PAF/(1+PAF)) where PAF is the price adjustment factor calculated at the last anniversary.

Price adjustment Option G

X1.4 Each amount due after the first anniversary includes an amount for price adjustment which is the sum of

 for the lump sum items on the Task Schedule, the change in the lump sums included in the Price for Services Provided to Date since the last assessment of the amount due multiplied by the price adjustment factor calculated at the last anniversary before the assessment and

 the amount for price adjustment included in the previous amount due.

Compensation events Options A, C and G (lump sum items on

the Task Schedule) only

X1.5 The Time Charge for compensation events is assessed using the staff rates current at the time of assessing the compensation event adjusted to the Contract Date by dividing by (1+PAF), where PAF is the price adjustment factor calculated at the last anniversary.

Expenses adjustment X1.6 If payment rates for any of the expenses are fixed at the Contract Date and are not otherwise adjustable for inflation, each amount due after the first anniversary includes an amount for expenses adjustment which is the sum of

 the change in fixed expenses since the last assessment of the amount due multiplied by the price adjustment factor calculated at the last anniversary and

 the amount for expenses adjustment included in the previous amount due.

Option X2: Changes in the law

Changes in the law X2

X2.1 A change in the law of the project is a compensation event if it occurs after the Contract Date. Either Party may notify the other of a compensation event for a change in the law. If the effect of a compensation event which is a change in the law is to reduce the total Time Charge, the Prices are reduced.

Option X3: Multiple currencies (used only with Options A and G)

Multiple currencies X3

X3.1 The Consultant is paid in currencies other than the currency of this contract for the items or activities listed in the Contract Data. The exchange rates are used to convert from the currency of this contract to other currencies.

X3.2 Payments to the Consultant in currencies other than the currency of this contract do not exceed the maximum amounts stated in the Contract Data. Any excess is paid in the currency of this contract.

Option X4: Parent company guarantee

Parent company guarantee X4 X4.1 If a parent company owns the Consultant, the Consultant gives to the Employer a guarantee by

the Consultant’s parent company of the Consultant’s performance in the form set out in the Scope. If the guarantee was not given by the Contract Date, it is given to the Employer within four weeks of the Contract Date.

Option X5: Sectional Completion (not used with Option G)

Sectional Completion X5 X5.1 In these conditions of contract, unless stated as the whole of the services, each reference and

clause relevant to

 the services,  Completion and  Completion Date

applies, as the case may be, to either the whole of the services or any section of the services.

Option X6: Bonus for early Completion (not used with Option G)

Bonus for early Completion X6

X6.1 The Consultant is paid a bonus calculated at the rate stated in the Contract Data for each day from Completion until the Completion Date.

Option X7: Delay damages

Delay damages Options A, C and E

X7

X7.1 The Consultant pays delay damages at the rate stated in the Contract Data for each day from the Completion Date until Completion.

X7.2 If the Completion Date is changed to a later date after delay damages have been paid, the Employer repays the overpayment of damages with interest. Interest is assessed from the date of payment to the date of repayment and the date of repayment is an assessment date.

Option G only X7.3 The Consultant pays delay damages at the rate stated in the Task Order for each day from the Task Completion Date until Task Completion.

X7.4 If the Task Completion Date is changed to a later date after delay damages have been paid, the Employer repays the overpayment of delay damages with interest. Interest is assessed from the date of payment to the date of repayment and the date of repayment is an assessment date.

Option X8: Collateral warranty agreements

Collateral warranty X8

agreements X8.1 The Consultant enters into the collateral warranty agreements.

Option X9: Transfer of rights

Transfer of rights X9

X9.1 The Employer owns the Consultant’s rights over material prepared for this contract by the Consultant except as stated otherwise in the Scope. The Consultant obtains other rights for the Employer as stated in the Scope and obtains from a Subconsultant equivalent rights for the Employer over the material prepared by the Subconsultant. The Consultant provides to the Employer the documents which transfer these rights to the Employer.

Option X10: Employer’s Agent

Employer’s Agent X10 X10.1 The Employer’s Agent acts on behalf of the Employer with the authority set out in the Contract

Data.

X10.2 The Employer may replace the Employer’s Agent after he has notified the Consultant of the name of the replacement.

Option X11: Termination by the Employer

Termination by the Employer X11 X11.1 The Employer may terminate the Consultant’s obligation to Provide the Services for a reason not

stated in this contract by notifying the Consultant.

X11.2 If the Employer terminates for a reason not stated in this contract, an additional amount is due on termination which is 5% of the difference between

 the forecast of the final total of the Prices in the absence of termination and  the total of the other amounts and costs included in the amount due on termination.

Option X12: Partnering

Identified and defined X12 terms X12.1 (1) The Partners are those named in the Schedule of Partners. The Client is a Partner.

(2) An Own Contract is a contract between two Partners which includes this Option.

(3) The Core Group comprises the Partners listed in the Schedule of Core Group Members.

(4) Partnering Information is information which specifies how the Partners work together and is either in the documents which the Contract Data states it is in or in an instruction given in accordance with this contact.

(5) A Key Performance Indicator is an aspect of performance for which a target is stated in the Schedule of Partners.

Actions X12.2 (1) Each Partner works with other Partners to achieve the Client’s objective stated in the Contract Data and the objectives of every other Partner stated in the Schedule of Partners.

(2) Each Partner nominates a representative to act for him in dealings with other Partners.

(3) The Core Group acts and takes decisions on behalf of the Partners on those matters stated in the Partnering Information.

(4) The Partners select the members of the Core Group. The Core Group decides how they will work and decides the dates when each member joins and leaves the Core Group. The Client’s representative leads the Core Group unless stated otherwise in the Partnering Information.

(5) The Core Group keeps the Schedule of Core Group Members and the Schedule of Partners up to date and issues copies of them to the Partners each time either is revised.

(6) This Option does not create a legal partnership between Partners who are not one of the Parties in this contract.

Working together X12.3 (1) The Partners work together as stated in the Partnering Information and in a spirit of mutual trust and co-operation.

(2) A Partner may ask another Partner to provide information which he needs to carry out the work in his Own Contract and the other Partner provides it.

(3) Each Partner gives an early warning to the other Partners when he becomes aware of any matter that could affect the achievement of another Partner’s objectives stated in the Schedule of Partners.

(4) The Partners use common information systems as set out in the Partnering Information.

(5) A Partner implements a decision of the Core Group by issuing instructions in accordance with its Own Contracts.

(6) The Core Group may give an instruction to the Partners to change the Partnering Information. Each such change to the Partnering Information is a compensation event which may lead to reduced Prices.

(7) The Core Group prepares and maintains a timetable showing the proposed timing of the contributions of the Partners. The Core Group issues a copy of the timetable to the Partners each time it is revised. The Consultant changes his programme if it is necessary to do so in order to comply with the revised timetable. Each such change is a compensation event which may lead to reduced Prices.

(8) A Partner gives advice, information and opinion to the Core Group and to other Partners when asked to do so by the Core Group. This advice, information and opinion relates to work that another Partner is to carry out under its Own Contract and is given fully, openly and objectively. The Partners show contingency and risk allowances in information about costs, prices and timing for future work.

(9) A Partner notifies the Core Group before subcontracting any work.

Incentives X12.4 (1) A Partner is paid the amount stated in the Schedule of Partners if the target stated for a Key Performance Indicator is improved upon or achieved. Payment of the amount is due when the target has been improved upon or achieved and is made as part of the amount due in the Partner’s Own Contract.

(2) The Client may add a Key Performance Indicator and associated payment to the Schedule of Partners but may not delete or reduce a payment stated in the Schedule of Partners.

Option X13: Performance bond

Performance bond X13 X13.1 The Consultant gives the Employer a performance bond, provided by a bank or insurer which the

Employer has accepted, for the amount stated in the Contract Data and in the form set out in the Scope. A reason for not accepting the bank or insurer is that its commercial position is not strong enough to carry the bond. If the bond was not given by the Contract Date, it is given to the Employer within four weeks of the Contract Date.

Option X18: Limitation of liability

Limitation of liability X18

X18.1 The Consultant’s liability to the Employer for the Employer’s indirect or consequential loss is limited to the amount stated in the Contract Data.

X18.2 The Consultant’s liability to the Employer for Defects that are not found until after the defects date is limited to the amount stated in the Contract Data.

X18.3 The Consultant is not liable to the Employer for a matter unless it is notified to the Consultant before the end of liability date.

Option X20: Key Performance Indicators (not used with Option X12)

Incentives X20 X20.1 A Key Performance Indicator is an aspect of performance by the Consultant for which a target is

stated in the Incentive Schedule. The Incentive Schedule is the incentive schedule unless later changed in accordance with this contract.

X20.2 From the starting date until the defects date, the Consultant reports to the Employer his performance against each of the Key Performance Indicators. Reports are provided at the intervals stated in the Contract Data and include the forecast final measurement against each indicator.

X20.3 If the Consultant’s forecast final measurement against a Key Performance Indicator will not achieve the target stated in the Incentive Schedule, he submits his proposals for improving performance.

X20.4 The Consultant is paid the amount stated in the Incentive Schedule if the target stated for a Key Performance Indicator is improved upon or achieved. Payment of the amount is due when the target has been improved upon or achieved.

X20.5 The Employer may add a Key Performance Indicator and associated payment to the Incentive Schedule but may not delete or reduce a payment stated in the Incentive Schedule.

Option Y

Option Y(UK)2: The Housing Grants, Construction and Regeneration Act 1996

Definitions Y(UK)2

Y2.1 (1) The Act is the Housing Grants, Construction and Regeneration Act 1996.

(2) A period of time stated in days is a period calculated in accordance with Section 116 of the Act.

Dates for payment Y2.2 The date on which a payment becomes due is seven days after the date of the Consultant’s invoice.

The final date for payment is fourteen days or a different period for payment if stated in the Contract Data after the date on which payment becomes due.

Not later than five days after the date on which a payment becomes due, the Employer issues a notice to the Consultant stating the amount of payment made or proposed to be made, and the basis on which the amount was calculated.

Notice of intention to withhold payment

Y2.3 If either Party intends to withhold payment of an amount due under this contract, he notifies the other Party not later than seven days (the prescribed period) before the final date for payment by stating the amount proposed to be withheld and the reason for withholding payment. If there is more than one reason, the amount for each reason is stated.

A Party does not withhold payment of an amount due under this contract unless he has notified his intention to withhold payment as required by this contract.

Suspension of performance Y2.4 If the Consultant exercises his right under the Act to suspend performance, it is a compensation event.

Option Y(UK)3: The Contracts (Rights of Third Parties) Act 1999

Third party rights Y(UK)3 Y3.1 A person or organisation who is not one of the Parties may enforce a term of this contract under

the Contracts (Rights of Third Parties) Act 1999 only if the term and the person or organisation are stated in the Contract Data.

Option Z: Additional conditions of contract

Additional conditions of contract

Z1.1 The additional conditions of contract stated in the Contract Data are part of this contract.

CONTRACT DATA Part one – Data provided by the Employer

Completion of the data in full, according to the Options chosen, is essential to create a complete contract.

Statements given in all contracts

1 General  The conditions of contract are the core clauses and the clauses for main Option

……., dispute resolution Option …...... and secondary Options …….. of the

NEC3 Professional Services Contract June 2005 (with amendments June 2006).

 The Employer is

Name ......................................................................................................................

Address ..................................................................................................................

................................................................................................................................

 The Adjudicator is

Name ......................................................................................................................

Address ..................................................................................................................

................................................................................................................................

 The services are

................................................................................................................................

................................................................................................................................

 The Scope is in

................................................................................................................................

................................................................................................................................

 The language of this contract is ……………………………………………………….

 The law of the contract is the law of …………………………………………………..

 The period for reply is ………………………………… weeks.

 The period for retention is ………………..…… years following Completion or

earlier termination.

 The Adjudicator nominating body is …………………………………………………..

 The tribunal is ……………………………………………………………………………

 The following matters will be included in the Risk Register

................................................................................................................................

................................................................................................................................

E W1 NONE APPLY

WORLD WIDE INC Pariser Building UoM

Peter Fenn Fenn Towers Salford

PM Consultancy

Attached Appendix A

English England and Wales

3 Weeks 1 Year

NA NA

Unfortunate Death of Peter Fenn

2 The Parties' main

responsibilities  The Employer provides access to the following persons, places and things

access to access date

…………………………................................. .....................………………………..

…………………………................................. .....................………………………..

…………………………................................. .....................………………………..

3 Time  The starting date is ……………………………………………………………………..

 The Consultant submits revised programmes at intervals no longer than

………………….. weeks

4 Quality  The quality policy statement and quality plan are provided within ………………

weeks of the Contract Date.

 The defects date is ……………………….. weeks after Completion of the whole

of the services.

5 Payment  The assessment interval is ………..……………………………………………………

 The currency of this contract is ………………….…………………………………..…

 The interest rate is …..……. % per annum (not less than 2) above the ………..…

………………………………….. rate of the ……………………………………. bank.

8 Indemnity,

insurance and liability

 The amounts of insurance and the periods for which the Consultant maintains insurance are

event cover period following Completion of the whole of the services or earlier termination

failure of the Consultant to use the skill and care normally used by professionals providing services similar to the services

……………………… ……. in respect of each claim, without limit to the number of claims

…………………........... .....

death of or bodily injury to a person (not an employee of the Consultant) or loss of or damage to property resulting from an action or failure to take action by the Consultant

.............………………

……. in respect of each claim, without limit to the number of claims

.............………………

……

death of or bodily injury to employees of the Consultant arising out of and in the course of their employment in connection with this contract

…………………...........

...... in respect of each claim, without limit to the number of claims

…………………….......

......

All Required Projects As necessary

01/01/2020

3

4

52

3 weeks £GB

8 Interbank Lendining Lending National Westminster

£10M 12 years

£10M 12 years

£10M 12 Years

 The Employer provides the following insurances

................................................................................................................................

................................................................................................................................

................................................................................................................................

 The Consultant's total liability to the Employer for all matters arising under or in

connection with this contract, other than the excluded matters, is limited to

................................................................................................................................

Optional statements If the Employer has decided the completion date for the whole of the services

 The completion date for the whole of the services is ……………………………….

If no programme is identified in part two of the Contract Data

 The Consultant is to submit a first programme for acceptance within …………….

weeks of the Contract Date.

If the Employer has identified work which is to meet a stated condition by a

key date

 The key dates and conditions to be met are

condition to be met key date

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

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

3.................................................... ......................................

If the period in which payments are made is not three weeks and Y(UK)2 is not

used

 The period within which payments are made is ……………………………………..

If Y(UK)2 is used and the final date for payment is not 14 days after the date

when payment is due

 The period for payment is ………………………………………………………………

If the Employer states any expenses

 The expenses stated by the Employer are

item amount

...................................................... ......................................

...................................................... ......................................

...................................................... ......................................

If the Consultant is to provide additional insurances

 The Consultant provides these additional insurances

1. Insurance against ...............................................................................................

Cover is ..................................................................................................................

Period of cover .......................................................................................................

Deductibles are.......................................................................................................

2. Insurance against ...............................................................................................

Cover is ..................................................................................................................

Period of cover .......................................................................................................

Deductibles are.......................................................................................................

None

Unlimited

3

3 weeks

14 days

None stated All included in rates

If the tribunal is arbitration

 The arbitration procedure is

................................................................................................................................

 The place where arbitration is to be held is

................................................................................................................................

 The person or organisation who will choose an arbitrator

 if the Parties cannot agree a choice or  if the arbitration procedure does not state who selects an arbitrator is

................................................................................................................................

If this contract is a subcontract and the main contract provides for joint

adjudication of disputes

 The main contract Adjudicator is ………………………………………………………

If Option A is used

 The Consultant prepares forecasts of the total expenses at intervals no longer

than ……………………………… weeks.

If Option C, E or G is used

 The Consultant prepares forecasts of the total Time Charge and expenses at

intervals no longer than ……………………………… weeks.

 The exchange rates are those published in ……………………………………………

on …………………………………….. (date).

If Option C is used

 The Consultant’s share percentages and the share ranges are

share range Consultant’s share percentage

less than ……………………… % ……………………………………………. %

from ……….. % to …………… % ……………………………………………. %

from ……….. % to …………… % ……………………………………………. %

greater than…………………… % ……………………………………………. %

If Option X1 is used

 The index is ……………………………………………………………….……………..

If Option X2 is used

 The law of the project is ………………………………………………………………...

................................................................................................................................

................................................................................................................................

If Option X3 is used

 The Employer will pay for the items or activities listed below in the currencies

stated

items and activities other currency total maximum payment in the currency

1 ………………………… ………………….. ………………………………

2 ………………………… ………………….. ………………………………

3 ………………………… ………………….. ………………………………

 The exchange rates are those published in ………………………………………….

on ............................................................................................................... (date).

If Option X5 is used

 The completion date for each section of the services is

section description completion date

1 ……………………..…….. …………….…………………………

2 ……………………..…….. …………….…………………………

3 ……………………..…….. …………….…………………………

4 ……………………..…….. …………….…………………………

5 ……………………..…….. …………….…………………………

If Options X5 and X6 are used together

 The bonus for each section of the services are

section description amount per day

1 ……………………..…….. …………….…………………………

2 ……………………..…….. …………….…………………………

3 ……………………..…….. …………….…………………………

4 ……………………..…….. …………….…………………………

5 ……………………..…….. …………….…………………………

Remainder of the services ..…………………...…………….…………………………

If Options X5 and X7 are used together

 Delay damages for each section of the services are

section description amount per day

1 ……………………..…….. …………….…………………………

2 ……………………..…….. …………….…………………………

3 ……………………..…….. …………….…………………………

4 ……………………..…….. …………….…………………………

5 ……………………..…….. …………….…………………………

Remainder of the services …………………….…………….…………………………

If Option X6 is used (but not if Option X5 is also used)

 The bonus for the whole of the services is ………….……………….…..… per day.

If Option X7 is used (whether or not Option X5 is also used; used only with

main Options A, C and E)

 Delay damages for Completion of the whole of the services are ……….. per day.

If Option X8 is used

 The collateral warranty agreements are

agreement reference third party

…………………………………………... ………………………………………..

…………………………………………... ………………………………………..

…………………………………………... ………………………………………..

…………………………………………... ………………………………………..

If Option X10 is used

 The Employer’s Agent is

Name ……………………………………………………………………………………..

Address …………………………………………………………………………………..

…………………………………………...………………………………………………..

…………………………………………...………………………………………………..

The authority of the Employer’s Agent is

…………………………………………...………………………………………………...

If Option X12 is used

 The Client is

Name ......................................................................................................................

Address ..................................................................................................................

................................................................................................................................

 The Client’s objective is

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

 The Partnering Information is in

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

If Option X13 is used

 The amount of the performance bond is ……………………………………………..

If Option X18 is used

 The Consultant's liability to the Employer for indirect or consequential loss is

limited to .....………………………………………………………………………………

 The Consultant's liability to the Employer for Defects that are not found until after

the defects date is limited to ....………………….……………………………………..

 The end of liability date is ……………………………. years after Completion of

the whole of the services.

If Option X20 is used (but not if Option X12 is also used)

 The incentive schedule for Key Performance Indicators is in ……………………..

 A report of performance against each Key Performance Indicator is provided at

intervals of …………………………………………………………………….. months.

If Option Y(UK)3 is used

 term person or organisation ………………………………… …………………………………………………

………………………………… …………………………………………………

………………………………… …………………………………………………

………………………………… …………………………………………………

If Option Z is used

 The additional conditions of contract are ……………………………………………..

................................................................................................................................ Scope via appendix A

CONTRACT DATA PART 2

Part two – Data provided by the Consultant

Completion of the data in full, according to the Options chosen, is essential to create a complete contract.

Statements given in all contracts

 The Consultant is ……………………………………………………………………….

Name ......................................................................................................................

Address ..................................................................................................................

................................................................................................................................

................................................................................................................................

 The key persons are

(1) Name.................................................................................................................

Job..........................................................................................................................

Responsibilities.......................................................................................................

Qualifications ..........................................................................................................

Experience..............................................................................................................

(2) Name.................................................................................................................

Job..........................................................................................................................

Responsibilities.......................................................................................................

Qualifications ..........................................................................................................

Experience..............................................................................................................

 The staff rates are

name/designation rate

...................................................... …………………………………..

...................................................... …………………………………..

 The following matters will be included in the Risk Register

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

Optional statements If the Consultant is to decide the completion date for the whole of the services

 The completion date for the whole of the services is ……..……………….………..

If a programme is to be identified in the Contract Data

 The programme identified in the Contract Data is ….……..……………….………..

If the Consultant states any expenses

 The expenses stated by the Consultant are

item amount

...................................................... …………………………………..

...................................................... …………………………………..

CONTRACT DATA PART 2

If the Consultant requires additional access

 The Employer provides access to the following persons, places and things

access to access date

...................................................... …………………………………..

...................................................... …………………………………..

If Option A or C is used

 The activity schedule is …………………………………………………………………

 The tendered total of the Prices is …………………………………………………….

If Option G is used

 The task schedule is …………………………………………………………………….