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设计联合体协议参考 FIDIC-JOINT VENTURE (CONSORTIUM) AGREEMENT (1)


FIDIC: JOINT VENTURE (CONSORTIUM) AGREEMENT FIDIC 工程联合体协议 (1992 年第一版)

目 录 FOREWORD 前言 1.0 DEFINITIONS AND INTERPRETATION 定义和解释 2.0 JOINT VENTURE 联合体 3.0 PROPOSAL SUBMISSION 建议提交 4.

0 PERFORMANCE OF THE WORK 完成工作 5.0 LANGUAGE AND LAW 语言与法律 6.0 EXCLUSIVITY 例外 7.0 EXECUTIVE AUTHORITY 管理人员的授权 8.0 DOCUMENTS 文件 9.0 PERSONNEL 人员 10.0 ASSIGNMENT AND THIRD PARTIES 转让和第三方 11.0 SEVERABILITY 可分割性 12.0 MEMBER IN DEFAULT 成员违约 13.0 DURATION OF THE AGREEMENT 14.0 LIABILITY 债务 15.0 INSURANCE 保险 16.0 PROMOTIONAL AND PROJECT COSTS, PROFITS, LOSSES AND REMUNERATION 17.0 18.0 19.0 20.0 21.0 奖励和工程费用,利润,亏损和报酬 FINANCIAL ADMINISTRATION 财务管理 GUARANTEES AND BONDS 保证金 ARBITRATION 仲裁 NOTICES 通知 SOLE AGREEMENT AND VARIATION 协议的唯一性与变更

FOREWORD 前言 The Joint Venture Model Agreement was prepared essentially to be used for the association between two or more Consultants, when: 准备联合协议样式对于两个或更多的咨询联合体是非常必要的,当: --the association if for marking and/ or performing the Services required for a specific project, rather that for a more permanent type of arrangement; and 如果为某一特殊工程制造和/或提供要求的服务,需要一个永久性的安排;和 --one party will be an international firm and one may well be a local firm in the country of

the Project. 一个成员是国际性公司而另一个成员是工程所在国的地方公司。 It is recommended, but not essential to the wording of the Joint Venture (Consortium) Model Agreement, that FIDIC’s new Client/Consultant Model Services Agreement (the white book) will be the basis of the Agreement for Professional Services with the Client. 联合协议样式的措词是推荐性的, 而不是必不可少的, FIDIC 新的业主/咨询模式服务协议(白 皮书)是以与业主有关的专业服务协定为基础的。 Notwithstanding the above, it is expected that the Joint Venture (Consortium) Model Agreement may operate successfully, either as is or modified slightly, when one or more of the above conditions do not apply. 尽管上面提到的, 期望联合模式协议不是照原样就是轻微地修改后可以成功操作, 当上面的 条件一个或更多不适用时。 One purpose of a Model Agreement such as this is to stimulate the awareness of the members as to what should be in the Agreement to mitigate the risks and avoid disputes. The subject of insuring the Professional Liability of a Joint Venture (Consortium) or of the Members to it is obviously particularly problematical. Accordingly, in many cases, the more easily defined liabilities and direct control afforded be a Sub-consultancy Agreement will be less risky and, therefore, preferable. 象这样的模式联合协议的一个目的就是增强成员关于通过协议减轻风险和避免纠纷的意识。 确保联合体或成员的专业义务的主题是明显地特别地有问题的。因此,在许多情况下,更容 易定义义务和作为子咨询服务协议直接控制将是更少的风险和,因此,更可取的。 Certain issues deserve detailed attention at the proposal stage, to avoid the very real possibility of winning the project only to find that one Member cannot meet its share of contractual obligations; in particular, the matter of insurances and guarantees warrants early attention. 某些论点值得在建议阶段注意, 避免太实际的可能性, 仅靠发现另一个成员不能应对分享的 合同义务;特别地,注意保险和担保特约条款。 In countries where it is in appropriate to use the title Joint Venture for an ad hoc association but where Consortium is a accept title, the wording in the Model Agreement should be changed accordingly. 对于特别的联合在有的国家适合用名称 Joint Venture,但在另外的地方,Consortium 是一个 接受的标题,模式协议里的措词应该相应地改变。 Two provisions of the Model Agreement are intended to operate whether the Joint Venture (Consortium) is between two or more firms but, to facilitate drafting, the Model Agreement is worded as if there will be only two. The wording must be adjusted if more than two firms will participate. 模式协议的两个规定被打算操作, 不论联合体是在两个或更多公司之间, 使起草工作更容易, 模式协议措词好像只有两个成员。如果更多公司参与,措词应该进行调整。

One objective of this Model Agreement is the promotion of the Team Approach, according to FIDIC’s goal of optimizing transfer of technology by exposing local consultants to all facets of the Project, including project management and coordination. For this reason this Model Agreement concentrates on fulfillment of obligations rather than assignment of different parts of the Services to the Menbers. 模式协议的一个目标是促进团队接近, 按照通过在工程平面上披露局部咨询优化技术转让的 FIDIC 目标,包括工程管理和协调。因为饿这个原因,这个模式协议集中履行义务,而不是 对成员分配服务的不同部分。 However, such approach is not mandatory for the Agreement to operate, and it is possible to specify the services to be performed and/or products that must be delivered by each Member, when the requirements are sufficiently defined. 然而,这样的接近对于协议的操作不是强制的,规定被履行的服务和/或必须被每个成员交 付的产品是可能的,这时要求被充分地定义。 To be operative, the Joint Venture (Consortium) Agreement will require the completion of several schedules. Those provided at the end of the document are, for most projects, the minimum. They should be completed as follows: 为了实施,联合协议需要完成几个表。这些提供在文件的最后,对于许多工程,是最小的。 它们应按如下被完成: SCHEDULE 1- Schedule 1 is self-explanatory. 表 1—表 1 是显然的。 SCHEDULE 2- Section 6 in part 2 of PART ONE: AGREEMENT 表 2—第一部分的第 2 部分第 6 节:协议

AGREEMENT 协议 This Agreement is made the _____ day of _____ , (year) Between (name and address of first member) (hereinafter called “_____ ”) And (name and address of second Member) (hereinafter called “_____ ”) 这个协议在______(日期)在______(第一个成员的名称和地址) (在下文中称“______” )和 ______(第二个成员的名称和地址) (在下文中称“______” )之间制订。 Whereas (name of the Client, and a statement of its intention to proceed with a project, to invite proposals, and to appoint a Consultant to provide professional services for it, or similar particulars) ; And whereas (names of the Members) (hereinafter called “the Members”) have agreed to from a joint venture to provide the said professional engineering services, Now it is hereby agreed as follows: 鉴于(业主的名称,一个陈述,意思是继续进行工程,邀请投标,委派顾问提供专业服务, 或类似的细节) 鉴于(成员的名称) (在下文中称“成员” )同意形成联合体提供专业工程服务,

因此,意见一致如下: 2.0 DEFINITIONS AND INTERPRETATION 定义和解释

1.1 DEFINITIONS 定义 The following words and expressions shall have the meanings assigned to them, except where the context otherwise requires: 下面的词语和表述有一个含义委派给它们,除非在文章某处有另外的要求: 1.1.1 “Client” means the person, firm, company or body named in Schedule 1 and none other, except its legal successors and permitted assigns; “业主”指在表 1 中指定的人,公司,或团体和一个也没有,除非它的合法继承人和被允许 的授让人。 1.1.2 “Project” means the undertaking or proposed or actual works named in Schedule 1 in connection with which the Client intends or has commenced to proceed and requires professional services; “工程” 指承担的或被提议的或实际的在表 1 中指定的工作, 与业主意图着手进行或要求专 业服务的工作有关。 1.1.3 “Works” means the permanent works to be constructed, including the goods and equipment to be supplied to the Client, for the achievement of the project; “工作”指被创立的永久工作,包括为完成工程,给业主提供货物和设备。 1.1.4 “Joint Venture (JV)” means the invitation of the Client to a Member or Members in accordance with this Agreement; “Joint Venture (JV)”指与这个协议一致的业主邀请的一个成员或多个成员。 1.1.5 “Invitation” means the invitation of the Client to a Member or Members to submit a proposal for the provision of professional engineering services for the project; “邀请”指业主邀请一个或多个成员提交一个为工程提供专业工程服务的建议。 1.1.6 “Proposal” means the proposal to be prepared and submitted by the JV in response to the Invitation; “建议”指联合体响应邀请准备和提交的建议。 1.1.7 The Joint Venture Agreement, hereafter referred to as “this Agreement”, comprises the document and entitled Conditions and Terms together with Schedule 1 to 4 attached there to and such other documents as may be specified in Schedule 1 to form part of this Agreement; 联合协议,以下成为“这个协议” ,保含文件和资格条件和与附件表 1 至表 4 一起的条件和 被定义在表 1 形成这个协议一部分的其他文件 1.1.8 “Services Agreement” means the agreement between the Client and the JV for the provision of professional services for the Project;

服务协议”指为工程提供专业服务,在业主和联合体之间的协议。 1.1.9 “Services” means all the services to be performed by the JV in accordance with the proposal or the Services Agreement, as the case may be; “服务”指与建议或服务协议一致的由联合体履行的所有服务。 1.1.10 “Country” means the country named in Schedule 1 where the Project is located;

“国家”指定义在表 1 中的国家,工程所在国。 1.1.11 “Members” means the individuals or firms which have agreed to JV in connection with the Project; “成员”指个人或公司,它们承认与工程有关的联合体。 1.1.12 “Leading Member” means the member which will take the lead in the management of the JV’s affairs and which will provide the JV’s Representative for liaison with the Client and, unless otherwise agreed by Members, the Services Manager for direction of the conduct of the Services; “领导成员”指这样的成员,他在 JV 事务的管理中为首,并提供 JV 代表与业主联络和服务 经理指导服务行为,除非另有协议。 1.1.13 Except where otherwise specified, “day” means the period between any one midnight and the next, and “month” means a period of one month according to the Gregorian calendar commencing with any day in the month; and 除非另有定义, “天”指任何一个午夜与下一个午夜之间的时期, “月“指阳历月 1.1.14 “Document” means written, drawn, typed, printed, magnetized or photographic material which is capable of being copied. “文件“指能够复制的写的、画的、打字的、打印的、磁化的或摄影材料。 1.2 INTERPRETATION 解释 1.2.1 Words importing the singular also include the plural and the masculine includes the feminine and vice-versa where the context requires. Words 含有单数也含有复数的意思,masculine 包括 feminine,根据上下文要求反之亦然。 1.2.2 The heading in this Agreement shall not be taken into consideration in its interpretation. 协议标题不应被考虑到它的解释。 1.2.3 Unless otherwise stated, all references to clauses are references to clauses numbered in the Conditions and Terms of this Agreement and not to those in any other document attached or incorporated by them. 除非另作说明, 所有相关条款都是在这个协议条件编号的相关条款, 而不是附着或合并在任 何其他文件中的。

2.0 JOINT VENTURE 联合体 The Members hereby establish a joint venture being an unincorporated association under the name of (name of JV) or such other name as the Members shall unanimously agree from time to time (hereinafter called the “Joint Venture”) for the purposes of: --preparing and submitting the Proposal to the Client; --providing any further information the Client may require or negotiating with the Client on any matters requiring negotiation in connection with the Proposal; --entering into the Services Agreement with the Client, if the Proposal is accepted; and --performing all the Services to be undertaken for the Project by the JV under the Services Agreement. 成员据此建立一个联合体,一个名叫(JV 的名字)未合并在内的组合或这样其他的名字, 应该有时为如下目的全体一致同意(下文中称“联合体“) : ---向业主准备和提交建议; ---提供业主要求的或与业主协商的任何与建议相关的需要协商的详细资料。 ---与业主讨论服务协议,如果建议被接受;和 ---执行在服务协议下由 JV 承担的所有为工程的服务。 2.1 The Members hereby appoint the Leading Member and, pursuant to Clause 3.6, the representative of the JV, and confirm the addresses of the Members respectively, as stated in Schedule 1. 成员约定领导成员,按照 3.6 条款,联合体代表,按照表 1 规定确定成员各自的地址。 2.2 Unless otherwise agreed in writing by the Members, this Agreement shall not terminate if a Member changes its name or is taken over by, or merged with, another company or partnership provided that such successor name, company or partnership is an independent professional firm acceptable to the Client. 除非成员之间另有书面协议,如果某个成员改变名称或被接管,或被合并,这个协议不应终 止, 另一个公司或合作伙伴提供上述的继承名称, 公司或合作伙伴是一个独立的可被业主接 受的专业公司。 3.0 PROPOSAL SUBMISSION 建议提交 3.1 The Members shall make all reasonable endeavours to obtain from the Client the award of the Services Contract in accordance with the conditions of the Invitation or such conditions as may subsequently be agreed between the Client and the JV. 成员应该进行所有适当的尽力从业主获取与邀请条件或后来被业主与联合体同意的条件一 致的服务合同的授予。 3.2 The preparation and submission of the Proposal shall be undertaken jointly by the Members. The Leading Member shall co-ordinate the preparation of the Proposal and its submission to the Client. The Members shall perform with all reasonable skill, care and diligence their respective functions as allotted by the Policy Committee until the award of the Services Agreement to the JV or until the provisions of Clauses 16.1 and 16.3 have been satisfied. 建议的准备与提交应由成员联合承担。 领导成员应该协调建议的准备和向业主的提交。 成员 应该用由政策委员会分配的各自所有适当的技能、 注意和勤奋完成任务, 直到联合体获取服

务协议或直到供应 16.1 和 16.3 条款感到满意。 3.3 Once the proposal has been submitted to the Client no changes may be made or additional information or explanations given without the consent of all the Members until the Services is effective. 建议提交后至到生效前,如果没有所有成员的同意,不得变更或增加内容或做解释。 3.4 The Members shall enter into the Services Agreement, if it is awarded to the JV, in accordance with the Proposal, or the Proposal as amended, subsequent to its submission, by agreement between the Client and the JV. 如果服务协议提交联合体, 成员则应根据客户和联合体之间约定的建议或修订后的建议和随 后提交的文件签署服务协议。 3.5 Upon the execution of this Agreement, each of the Members shall grant a Power of Attorney in favour of a person nominated by it as its Representative, as designated in Schedule 1. The Representatives of each Member will constitute the Policy Committee of the JV. Under the Power of Attorney granted him, the Representative of a Member shall thereby have authority to sign the Proposal and the Services Agreement on behalf of and in the name of that Member. The signature of its Representative shall bind each Member if respect of all obligations and liabilities it assumes under this Agreement. 本协议签署后, 各方应按照附表 1 的规定对指定代表出具授权书。 各方代表组成合营体政策 委员会。各方授权代表有权签署提议和服务协议,其签署对各方具有约束力。 3.6 Subject to directions of the Policy Committee, the Representative of the Leading Member shall be the representative of the JV for the purpose of correspondence and discussion with the Client on matters involving the interpretation of the Services Agreement and alterations to its terms and to the Services to be performed. 根据政策委员会的指示, 各主要成员作为联合体的代表就服务协议的解释事宜以及相关条款 的调整与客户沟通。 4.0 PERFORMANCE OF THE WORK 完成工作 4.1 The work to be performed under the Services Agreement shall be carried out in accordance with the terms and conditions of the Services Agreement and this Agreement. In the event of any inconsistency between the Services Agreement and this Agreement regarding the Performance of the work, the Services Agreement shall prevail, subject to Clause 4.3 and 4.4 below. 应当根据本协议和服务协议完成所约定的工作。 如果本协议与服务协议不一致, 则根据下述 第 4.3 款和 4.4 款,以服务协议为准。 4.2 Each Member shall be responsible for fulfilling the obligations prescribed in Schedule 3 in accordance with the terms of the Services Agreement to the satisfaction of the Client, subject to Clause 4.3 and 4.4 below. 各成员均应按照服务协议规定完成附件 3 所约定的义务并根据下述第 4.3 款和 4.4 款达到使 客户满意。

4.3 The apportionment of the JV’s obligations between the Parties in accordance with Schedule 3 can be amended by agreement between the Members, subject to the consent of the Client if required by the Services Agreement. 根据附件 3, 各成员的义务分配应经过客户同意后以协议予以变更, 如果服务协议如是规定。 4.4 Any alterations or additions to the Services to be carried out under the Services Agreement shall be made only with the consent or on the instructions of the Client in accordance with Services Agreement. Responsibility for carrying out additional obligations shall be as agreed between the Members, subject to the consent of the Client if required by the Services Agreement. 对服务协议规定的任何服务项目的变更或增加必须经过客户的同意或指示。对增加的服务, 成员间必须达成协议并取得客户同意。 5.0 LANGUAGE AND LAW 语言与法律 5.1 The following shall be stated in Schedule 1:下列条款在附件 1 中阐述 --the language in which this Agreement shall be written and interpreted; and 本协议书就与解释所用之语言,及 --the country or state, the law of which shall apply to this agreement. 本协议适用法律。 6.0 EXCLUSIVITY 例外 6.1 Unless otherwise agreed by the Members, no member shall engage in any activity related to the Project, unless otherwise agreed by the Parties, other than as a Member of the JV and in accordance with the terms and conditions of this Agreement. Each Member warrants that its subsidiaries and other firms or individuals over which it has control will comply with this requirement. 除非另有约定,任何成员不得从事任何与项目相关的活动,而且各成员的关联机构、其他公 司和个人亦如此。 7.0 EXECUTIVE AUTHORITY 管理人员的授权 7.1 No Member shall have authority to bind or to make any commitment on behalf of the JV or any other Member unless such authority is expressed in writing by the Members jointly in regard to the JV, or by a Member individually in regard to the (other) Member. 未经联合体成员以书面联署授权, 任何成员不得代表联合体或其他成员就有关联合体, 或某 个成员单独就其他成员做出承诺。 7.2 From the date of this Agreement until award of the Services Agreement to the JV or until this Agreement shall terminate in accordance with its terms, whichever is the earlier, the following matters shall require the unanimous consent of the Members: 从本协议生效之日起,至服务协议授予联合体或本协议终止之日止,以先者为准,下列事项 必须有所有成员达成一致: --for the purpose of submitting the Proposal, the respective responsibilities and obligations to be

undertaken by the Members under the Services Agreement, subject to the conditions of the Invitation; 根据招标条款规定,为了提交建议;履行相关义务; --for the purpose of submitting the Proposal, the prices and terms and conditions of payment comprised in the Proposal as applicable to the JV generally, and to the Members separately, subject to the conditions of the Invitation; and 为招标而提交的建议所涉适用联合体和单独适用成员的付款条款;以及 --any communication to, or response to communication from, the Client either in written or oral and any commitment of any kind of the Client or any other party in connection with the Proposal. 与建议相关的与客户之间的通信和回复, 无论是书面还是口头, 以及对客户和其他方的任何 承诺。 7.3 From the date of the award of the Services Agreement to the JV, decisions on the policies of the JV shall be vested in a Policy Committee comprising the Representative of each of the Members specified in accordance with Clause 3.5. 签订服务协议后, 联合体的政策决定将得到政策委员会包括第 3.5 款所述的成员大代表的批 准。 7.4 Each Member shall provide notice of its Representative on the Policy Committee and shall give prior notice of any change in such appointments, temporary or otherwise, as may occur from time to time. 每个成员向政策委员会通知其代表以及代表的任命、替换等事项。 7.5 The representative of the Leading Member on the Policy Committee shall be the Chairman of the Committee. The Chairman shall ordinarily convene the meetings of the Committee and may invite others whom he wished to attend, in order to inform or advise the Representatives, or to record the proceedings of the Committee. 政策委员会主席由主要成员担任。主席召集会议,可邀请其他参与者,向代表通报会议并记 录存档。 7.6 In the event of there being disagreement between members of the Policy Committee on matters not otherwise prescribed in this Agreement the Chairman shall be entitled to use a casting vote. 如因本协议规定的其他原因, 委员会对某事项意见不一致时, 主席有权以随机选择的方式决 定。 7.7 Meetings of the Policy Committee shall take place at least as frequently as prescribed in Schedule 1, unless otherwise agreed by the Members. A Member may convene a meeting of the Committee at any time by giving at least fourteen days notice in writing to the Members. 除非另有规定, 政策委员会会议的举行次数至少应按附件 1 的规定。 任何一个成员也可在提 前 14 天以上提交书面通知后举行会议。

7.8 Minutes shall be kept, in the language named in Schedule 1, of all meetings of the Policy Committee and copies of all such minutes shall be circulated to the Members. 会议记录使用附件 1 所规定的文字,其附件提交各成员。 7.9 The Members respectively agree to act (and agree that their respective representatives on the Policy Committee shall act) at all times in the best interests on the JV in taking any actions relating to the Project and shall use all reasonable endeavors to settle any disputes arising between them in connection with the JV. 各成员同意并使其在委员会的代表同意在从事与项目相关的工作中以联合体利益为重并努 力解决相关纠纷。 7.10 Each Member shall appoint a Local Representative in each locality where that Member is to work. The Local Representative of a Member shall be responsible for the obligations to be undertaken by it in the said locality and for performance of its responsibilities in that locality under this Agreement. 各方指定一名工程所在地代表。 所在地代表负责其承担的当地工程并依照本协议履行在所在 地的义务。 7.11 Each Member shall notify the other of its Local Representative and responsibilities assigned to him and shall give prior notice of any change in such appointments or assignments of responsibilities as may occur from time to time. 各方将其在工程所在地的代表通知其他方。 7.12 A Services Manager shall be appointed. Unless otherwise agreed by the Members, the Leading Member shall appoint him and will be entitled to subsequently remove him from that position and appoint a replacement. 任命一名服务经理,如经其他方同意,主要成员有权任命或撤换该经理。 7.13 The Services Manager shall manage and surprise the performance of the work under the Services Agreement in accordance with the directions of the Policy Committee, and shall report to the Policy Committee on the performance and progress of the work as and when required by that Committee. 服务经理依照政策委员会指示管理服务协议项下的义务的履行,并向委员会汇报工作进展。 7.14 The Local Representatives shall work under the direction of the Services Manager. 所在地代表在服务经理指导下开展工作。 8.0 DOCUMENTS 文件 8.1 All documents produced by a Member or the Members in connection with the Project which are made available to persons other than the Members shall bear the name of the JV. 由各成员提交的将提交给成员之外的其他人的文件,均以联合体名义。 8.2 All documents prepared by either of the Members in connection with the performance of work under the Services Agreement, and which are submitted to the Client or are to be made

available to third Parties, shall signed by the Service Manager, unless they concern the interpretation of Services Agreement or alteration to its terms or Services to be performed. 依照服务协议, 所有与履行义务相关的并将提供给客户或第三方的文件, 均由服务经理签署, 但有关协议的解释或条款的变更或履行的服务项目事项除外。 8.3 Each Member shall have unrestricted access to any work carried out by the Members in connection with the Project. 每个成员都可以进入由其他成员开展的与项目有关的任何工程中。 8.4 Copies of all documents submitted to the Client by or on behalf of the JV by a Member shall be circulated to the Members as soon as reasonably practicable following such submission. 由一成员以联合体名义提供给客户的文件,其相关副本应尽快提交给其他成员。 8.5 During the period of the Agreement and after the termination of this Agreement without limit in point of time, no Member shall disclose to any person any information which it obtains through its participations in the JV (and shall ensure that its employees shall observe such restrictions) unless the said information: 在协议有效期内及终止后, 各方及其雇员均应对参加联合体所获得的信息保密, 但以下情形 除外: --becomes public knowledge ; 已成为公共信息; --must be disclosed for the proper performance of the services; 为了履行服务义务而披露; --in published with the approval of the JV and, when required under the Services Agreement, of the Client. 经联合体同意或按协议的要求或应客户要求而发布; No member shall utilize photographs, or other data describing the Project, in promoting its own business, without the approval of the other Member. 未经其他成员同意,任何成员不得将项目图片、数据用于自己的经营中。 8.6 Except as may be otherwise provided under the Services Agreement or in Schedule 1, the copyright in documents produced by a particular Member in connection with the Project is granted to the Members and each Member hereby licenses the Members to use and reproduce documents produced by it. 除非服务协议或附件 1 另有规定,每一成员提交的有关项目的文件均授权其他成员可以复 制。 8.7 Except as provided in Clause 8.6, each Member shall indemnify the Members against all claims, liabilities, damages, costs and expenses sustained as a result of reusing the designs, drawings and other documents produced for the Project on other projects. 除第 8.6 款另有规定外,每一成员将保障其他成员在复制有关项目的设计、图纸和其他文件 的行为不受指控、追究责任和承担赔偿、费用和开支。

9.0 PERSONNEL 人员 9.1 Each Member shall assign a sufficient number of its employees to the Project so that the provisions of this Agreement are complied with and the Services are carried out in accordance with the Services Agreement. Unless specifically agreed otherwise, the JV shall have no employees of its own. 每一成员应安排足够数量的项目工作人员, 以符合本协议要求并尊重服务协议开展工作。 除 非另有约定,联合体本身无雇员。 9.2 Each Member shall be responsible for all actions of its staff and shall continue to be responsible in all ways for its own obligations as employer of its employees. 各方对其雇员的行为承担责任。 9.3 Notwithstanding the foregoing provisions of this Clause, each Member may allow any person, firm or corporation over which it exercises management control to fulfill any of the obligations for which it is responsible under this Agreement provided that, in such circumstances, the control of and responsibility for those obligations shall at all times remain vested in the Member. 各方可允许任何人、商号、公司对履行义务进行监督管理,但管理责任仍由该方自行承担。 9.4 Each Member shall be entitled to invite, subject to the approval of the Client (if required) and to the agreement of the Members, sub-consultants to carry out any of that Member’s obligations, provided that in such circumstances the control of and responsibility for undertaking those obligations shall at all times remain vested in the Member in question. 各方有权在客户(如有)同意和各方同意条件下,聘请分包商履行相关义务,但义务的履行 和责任由该方承担。 9.5 The engagement of Sub-consultants by the JV shall be subject to the provision of Clause 7.

由联合体聘请的分包商,依照第 7 条规定执行。 10.0 ASSIGNMENT AND THIRD PARTIES 转让和第三方 10.1 No Member shall sell, assign, mortgage, pledge, transfer or in any way dispose of any rights or interests under this Agreement, or its interests in any sums payable by the Client other than by a charge in favour due under the Agreement, without the prior written consent of the Member. 未经全体成员书面同意, 任何成员不得对其在协议项下的权利、 利益或客户应付款项进行出 售、转让和抵押。但依照本协议规定应付的费用除外。 10.2 This Agreement is exclusively for the benefit of the Members and shall not be construed as conferring, either directly or indirectly, any rights or causes of action upon third parties. 本协议仅为全体成员所设立,不得理解为直接或间接授予第三方任何权利。 11.0 SEVERABILITY 可分割性 11.1 If any part of any provision of this Agreement is found by an arbitrator or Court or other competent authority to be void or unenforceable, such part of the provision shall be deemed to be deleted from this Agreement and the remainder provisions of this Agreement shall continue in

full force and effect. 如本协议任何部分被仲裁、 法院或其他有管辖权的机构认定为无效或不可履行, 该部分可以 从协议中删除,但其他部分仍有效力。 11.2 Notwithstanding the foregoing, the Members shall thereupon negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the part of the provision found to be void or unenforceable. 尽管有上述规定,各方可本着诚意协商,用各方都同意的条款取代被认定为无效的条款。 12.0 MEMBER IN DEFAULT 成员违约 12.1 In the event of insolvency of a Member, the other Member is hereby irrevocably constituted and appointed to act for it in all matters affecting performance of this Agreement. 如果发生某一成员破产, 另一成员据此不可撤回地被指定和约定代理在所有事情动人的执行 协议。 12.2 A Member that delays or fails to fulfill its obligations in whole or in part under this Agreement shall be deemed in default and shall indemnify the other Member in respect of the consequences. This Clause 12.2 may be substituted by the following: “A Member who fails within a reasonable time and without reasonable excuse to perform the Services requirement of it under this Agreement, or any other duties and obligations ser out herein, or otherwise agreed between the Members, or between the Members and the Client, may be declared in default by the other Member. In such case, the Defaulting Member shall indemnify the other Members against any losses, claims, demands, costs, expenses and other matters arising from such default.” 某一成员延迟或未能完成协议项下全部或部分义务, 应被认为违约, 在与后果相关方面应赔 偿另一成员。 12.3 A notice in writing from the Client that the performance of obligations under the Services Agreement is unsatisfactory or that the continued involvement of a Member is no longer required in whole or in part shall for the purposes of this Clause mean that the Member concerned is in default unless otherwise agreed by other Member. This Clause 12.3 may be substituted by the following: Procedure upon declaring a Member in default. “If a notice in writing is received from the Client that the performance of the Member’s obligations under the Services Agreement is unsatisfactory, or a Member considers that another Member’s performance of those obligations is unsatisfactory, a meeting of the Policy Committee shall be convened, and the Member in question shall be afforded an opportunity to hear the criticisms against it and explain its position.” 业主关于服务协议项下履行义务不满意或一个成员的连续连累完全或部分地不再要求的书 面通知,对这个条款来说,意味着相关成员违约,除非与另一成员另有协议。 12.4 If the default of a Member shall be such that the Member in question shall be substantially in breach of its obligations hereunder, the other Member shall be entitled to reassign the work

concerned. This Clause 12.2 may be substituted by the following: “A motion may then be made by any Member for a vote to be cast upon whether the Member in question should declared in default of its obligations. All Members (other than the Member in question) shall be entitled to vote thereon. If a (unanimous/majority) vote is obtained, the Member in question shall be declared in default. Notice in writing of the declaration including the reasons therefore, shall be served on the Defaulting Member within 14 days of the Policy Committee Meeting.” 如果某一成员的违约是这样的, 所述成员实质上违反在下面的它的义务, 另一成员有资格重 新分配相关工作。 12.5 Any actions taken by the other Member against the defaulting Member pursuant to this Clause shall be without prejudice to any rights to which he may be entitled at law against the defaulting Member. 另一成员相对于依照这个条款违约的成员所采取的任何行动应不使任何权利受到损害, 按照 法律条文,相对于违约成员,他是有资格。 12.6 If a reassignment of work under the Services Agreement is made in accordance with the Clause, the defaulting Member shall not obstruct the Member who undertakes the reassigned work and shall provide him with access to all documents and information necessary for its proper performance. 在服务协议下重新分配工作与本条款相一致,违约成员不应房妨碍承担重新分配工作的成 员,并提供他接近所有为正确的执行所必须的文件和资料。 12.7 Any sums received by the JV in payment for the defaulting Member’s obligations already undertaken shall be used to compensate any loss or damage resulting from the default of that Member. The defaulting Member shall responsible for providing guarantees and bonds relevant to the obligations allocated to that Member prior to such reassignment until the completion of the Services. 联合体收到的补偿违约成员已经承担的义务的所有金额应用于赔偿由那个成员违约所产生 的损害损失。 违约成员应该为提供有关在重新分配之前分配的义务担保和保证金负责, 直到 服务完成。 12.8 If all of the defaulting Member’s obligations are reassigned in accordance with the Clause, the other Member shall be entitled to and shall: --carry on and complete the performance of the Services Agreement without the participation of the defaulting Member, its successors, receivers or other legal representatives and continue to act in accordance with the terms of this Agreement (as amended to take account of the nonparticipation of the defaulting Member); and --retain for the performance of the Services Agreement all equipment and materials purchased therefore and all assets owned by the JV at the time of the defaulting Member until the completion of the Services. The defaulting Member, its successors, receivers or other legal representatives shall execute and do all deeds, documents and things necessary to enable the said equipment and materials to continue to be so used and to enable the JV to continue without

its involvement. 违约成员的所有义务按本条款重新分配,其他成员有资格并应该: ---在没有违约成员参与下继续进行和完成服务协议履约,它的继承者,接受者或合法代表继 续在本协议项下行动(作为道歉,考虑到违约成员不参与) 。 ---保留为服务协议履约的已采购的所有设备和材料和在成员违约的时候 JV 所拥有的所有财 产,直到服务完成。违约成员,它的继承者,接受者或其他合法代表应该执行和立所有的契 约, 文件等等对使上述设备和材料能够继续被使用和使 JV 能够无连累地继续来说是必须的。 12.9 Upon completion or earlier termination of the Services Agreement and receipt of all amounts due thereunder, the remaining Member shall account to the Member in default which shall be entitled to receive an amount equal to any sums provided by the defaulting Member towards any general funds which shall not previously have been expended, plus such Member’s share of any funds of the JV due to it, reduced by any losses or damage occasioned by its default. 在完成协议或提前中止协议,和收到的所有到期金额之上,剩余成员应响应违约成员,他应 有资格接受由违约成员提供的等价的先前没有花费的普通资金,加上成员分享的 JV 资金, 还原由违约引起的损害损失。 12.10 In the event that the share of the losses chargeable to the defaulting Member exceeds any sums provided by the defaulting Member to any general funds and the share of any funds of the JV due to it in accordance with the terms of this Agreement, the defaulting Member shall promptly pay the excess to the remaining Member. 在违约成员应负担的损失部分超过违约成员提供的普通资金和按照协议条件应归于 JV 的资 金部分的总和的情况下,违约成员应迅速向剩余成员支付超过额。 13.0 DURATION OF THE AGREEMENT 13.1 If it has been jointly established by the Members that the Proposal will not be accepted by the Client or if it has not been accepted by the Client within the period allowed for acceptance in accordance with the Proposal or any extension of that period subsequently agreed between the Client and the JV, this Agreement shall thereupon terminate forthwith. 13.2 If the Proposal is accepted by the Client, this Agreement shall continue to have full force and effect and shall continue the same when the Services Agreement is entered into with the Client, until confirmation has been received from the Client that the Services have been terminated, and all accounts relating to the Services between the JV and the Client and third parties and between the Members are acknowledged as settled. 13.3 Provided that the terms of this Agreement shall nevertheless continue to bind the Members to such extent and for so long as may be necessary to give effect to the rights and obligations specified in the Agreement. 14.0 LIABILITY 债务 14.1 Each of the Members warrants that it will indemnify and keep indemnified the other Member against all legal liabilities arising out of or in connection with the performance, or otherwise, of its obligations under this Agreement. 每个成员保证赔偿和保持使其他成员免受由履约或协议引起的或相关的法定义务的伤害。

14.2 In the event of it being alleged by one Member in writing that any legal liability is attributable to the other Member or to the Members, the Members shall use reasonable endeavors to reach agreement on the liabilities to be borne by each of the Members, and in the event of the Members failing to so agree, a proper apportionment shall be determined by arbitration in accordance with Clause 19. The following alternative sets of Clause 14 and 15 apply in the respective case described hereunder. It should be understood that the proposed series of clauses may conflict with the Client’s requirements for the Members to be jointly and severally liable. Accordingly, it is essential that the Client and the insurers all have a complete understanding of and agree with the arrangements made. 在一个成员书面主张任何合法债务可归因于其他成员的情况下, 所有成员应当用适当的努力 达到每个成员承担的协议义务,在成员未能同意的情况下,按照 19 条款仲裁,应该被确定 合适的分摊。 可从第 14 条或第 15 条选择其一适用于本条所述情形。 各方同意, 所设立的系列条款可能与 客户对各方共同承担连带责任的要求不一致。 重要的是, 必须由客户和保险人同意所做的这 种安排。 Series “A”: where clear demarcation of the work is possible A 系列条款做了明确分工: 14A 14A 系列条款 (1) Schedule 3 to this Agreement set out, for the purposes of this Agreement, the Works or Services for which each Member will be deemed responsible. 附件 3 规定各方应承担责任的工程与服务。 (2) Each Member warrants that it will indemnify and keep indemnified the other Members against all legal liabilities arising out of or in connection with the performance, or otherwise, of Works or Services deemed by Schedule 3 to be its responsibility. 各方承诺, 将保障其他方避免因为附件 3 所规定的属于自己应当承担责任的工程或服务的责 任而遭受承担责任。 (3) Each Member is required to co-operate and produce such information as is reasonably required by the Policy Committed in defending any claim made by the Client or any third party arising out of or in connection with the performance or otherwise of the obligations under this Agreement. 为了应对客户或第三方针对义务履行而提出的索赔,各成员应合作并向委员会提供相关文 件。 15A 15A 系列条款 (1)Each Member will maintain Insurance coverage as protection against all legal liabilities arising out of or in connection with Works or Services for which each is deemed responsible by Schedule3. 各成员应对附件 3 规定的所应当负责的工程或服务予以保险。 Series “B”: where clear demarcation of the work is not possible

B 系列条款明确了工程的不可分割性。 14B 14B 系列条款 (1) Each Member is required to co-operate and produce such information as is reasonably required by the Policy Committed in defending any claim made by the Client or any third party arising out of or in connection with the performance or otherwise of the obligations under this Agreement. 为了应对客户或第三方针对义务履行而提出的索赔, 各成员应合作并向委员会提供相关文件 15B 15B 系列条款 (1) [Name of Member] will maintain insurance coverage as protection against all legal liabilities arising out of or in connection with the performance, or otherwise, of the obligations under this agreement. 各成员应对附件 3 规定的所应当负责的工程或服务予以保险。 (2) All Members will be named as co-insured in the policy of insurance taken out by [Name of Member] for the purposes of Clause 15B (1) directly above. 为了以上 15B 条款之目的,所有成员具名共同投保。 Series “C”: where responsibility for specific tasks only assignable 在 C 系列条款中,仅有单独的任务可以转让责任。 14C 14C 系列条款 (1) Schedule 3 to this Agreement set out, for the purposes of this Agreement, the Works or Services for which each Member will be deemed responsible. 附件 3 规定了各成员应承担的责任。 (2) Each Member warrants that it will indemnify and keep indemnified the other Members against all legal liabilities arising out of or in connection with the performance, or otherwise, of Works or Services deemed by Schedule 3 to be its responsibility. 各成员承诺将保障并免除其他成员因自己履行义务而遭受承担法律责任。 (3) Each Member is required to co-operate and produce such information as is reasonably required by the Policy Committed in defending any claim made by the Client or any third party arising out of or in connection with the performance or otherwise of the obligations under this Agreement. 为了应对客户或第三方针对义务履行而提出的索赔, 各成员应合作并向委员会提供相关文件 15c 15C 系列条款 (1) Each Member will maintain Insurance coverage as protection against all legal liabilities arising out of or in connection with Works or Services for which each is deemed responsible by Schedule3. 各成员应对附件 3 规定的所应当负责的工程或服务予以保险。

(2) Except for the Works or Services listed in Schedule 3, which are dealt with in Clause 15C (1) above, [NAME OF MEMBER] will maintain insurance coverage as protection against all legal liabilities arising out of or in connection with the performance or otherwise of the obligations under this Agreement. 除附件 3 所列的与上述 15(1)款有关的工程和服务外, 将对所履行的义务予以保险。

Series “D”: where responsibility to insure is decided by per-determined shares 保险责任投资股份比例分摊。 14 D 14D 系列条款 (1) Where liability and responsibility to insure have been decided by pre-determined shares and the JV become liable to pay damages, costs or expenses, by reason of a legal liability arising out of or in connection with the performance or otherwise of its obligations under this Agreement, then the Members will apportion such damages, costs and expenses in accordance with predetermined shares which are set out in Schedule 3. 如果保险责任已经按投资股份比例分摊,联合体将负责承担与本协议项下义务有关的赔偿、 费用和开支。各成员则按附件 3 承担按股份分摊的赔偿、费用和开支。 (2) Each Member is required to co-operate and produce such information as is reasonable required by the Policy Committed in defending any claim made by the Client or any third party arising out of or in connection with the performance or otherwise of the obligations under this Agreement. 为了应对客户或第三方针对义务履行而提出的索赔, 各成员应合作并向委员会提供相关文件 15D 15D 系列条款 (1)Each Member will maintain insurance coverage as protection for itself and all other Members against that Member’s liability to pay damages, costs or expenses as provided for in Clause 14D (1) above. 各成员因保持保险的有效期,以保护己方及其他成员免于承担上述第 14D(1)条所规定的 赔偿费、费用和开支。 15.0 INSURANCE 保险 15.1 Unless otherwise agreed by the members, each Member individually shall make all reasonable efforts to maintain insurance coverage in the amounts stated in Schedule 1 as protection against all legal liabilities arising out or in connection with the performance, or otherwise, of its obligation under this Agreement. 除非成员同意, 每个成员都必须独立做出合适的努力, 保持在表 1 中规定的保险责任范围总 金额,以保护因意外引起的法律责任,或与在协议义务下履约、或相反的相关的。 15.2 Each Member shall make all reasonable efforts to maintain insurance cover in the amounts stated in Schedule 1 for public/third party liability insurance and any other insurances necessary to comply with the Services Agreement. 每个成员都必须做出合理努力维持在表中规定的保险安排, , 即公共/第三责任险和任何其他 对于完成服务协议必须的险种。

16.0 PROMOTIONAL AND PROJECT COSTS, PROFITS, LOSSES AND REMUNERATION 奖励和工程费用,利润,亏损和报酬 16.1 Each Member shall be reimbursed the costs and expenses incurred by it in connection with the promotion, preparation, negation and submission of the Proposal, as prescribed in Schedule 4. 各成员在建议的促成、准备、否定和提交中所产生的相关费用按附件 4 规定予以报销。 16.2 If Schedule 4 dose not prescribe the reimbursement of promotional costs and expenses each Member shall bear the costs and expenses which it incurs. 如果附件 4 没有对促成费用报销的规定,则该项费用由成员自行承担。 16.3 All payments to the Members shall be made in accordance with Schedule 4 and the financial policy of the JV is as set out in the Schedule. 向成员支付的所有费用应按照附件 4 及联合体财务政策办理。 17.0 FINANCIAL ADMINISTRATION 财务管理 17.1 Each Member shall be responsible for keeping its own accounts in respect of payments due to it and for its own financial affairs generally. Each Member shall be responsible for dealing with its own income tax affairs, and its own social security affairs where relevant authorities. 各成员有责任保存与支付和财务活动有关的账簿。 各成员负责向各自的所在地机构办理所得 税及社会保险事宜。 17.2 The Leading Member shall be responsible for provision of Financial Administration Services as set out in Schedule. 主要成员负责附件中所规定的财务管理服务事宜。 18.0 GUARANTEES AND BONDS 保证金 18.1 Unless otherwise agreed by the Members, the Members severally shall provide guarantees and bonds in proportion to their respective shares in the Services sufficient for the total of guarantees and bonds required of the JV by the Client. The Members serially shall be responsible for administration and extensions, if required, of the guarantees and bonds they have provided. 除非另有约定, 各成员分别按照服务协议中所占股份比例提交保证金, 使其保证金总额达到 客户对联合体的要求。所有成员应要求对保证金的管理和保证期延展共同负责。 19.0 ARBITRATION 仲裁 19.1 Any dispute arising in connection with this Agreement which connot be resolved by the Members in accordance the terms of this Agreement shall be settled by arbitration in accordance with the Rules stipulated in Schedule 1. The Members agree to comply with the awards resulting from arbitration and waive their rights to any form appeal insofar as such waiver can validly be made. 如果与本协议有关的纠纷不能由成员解决, 则按照附件 1 提交仲裁。 各成员服从仲裁裁决并 放弃上诉权利。 19.2 Judgement upon the award rendered in any arbitration proceedings may be entered in any

court having jurisdiction by any of the Members or application my be made to such court for a judicial acceptance of the award and an order for enforcement (as the case may be). 仲裁裁决可以由任何成员提交给具有管辖权的法院或实际可接受该裁决的法院, 由法院发出 执行令(如需要) 。 20.0 NOTICES 通知 20.1 Notices under the Agreement shall be in writing and will take effect from receipt at the address stated in Schedule 1. delivery can be by hand or facsimile message against a written confirmation of receipt or by registered letter or by telex subsequently confirmed by letter. 通知以书面做出, 并按照附件 1 规定的地址送达生效。 送达可面呈或可用取得书面收据的传 真或挂号信,或随后可被确认的电传。 20.2 The official address of the JV to be included on all documentation signed in the name of the JV shall be as designated in Schedule 1 hereto or such other address as shall be agreed from time to time by the Members, subject to the requirements of the Services Agreement. 在以联合体名义签署的所有文件上,均有联合体的官方地址。 21.0 SOLE AGREEMENT AND VARIATION 协议的唯一性与变更 21.1 This Agreement is as specified in Clause 1.1.7 and is the sole agreement between the Members and supersedes any previous agreements between them relating to the matters referred to herein. Variations and addenda may be made to this Agreement, including the admission of new members to the JV, by written instrument which shall be effective upon being signed by all Members (or on their behalf by their Representatives), provided that if a Member is considered by the other Member to be in default pursuant to Clause 12 his agreement and signature is not required. 本协议按照第 1.1.7 条规定,是成员之间唯一的协议,涵盖了此前与本协议相关事项的所有 协议。本协议的变更和补录,包括新成员参加联合体,均由所有成员(或其代表)签署生效 的书面文件确认,但如果根据第 12 条规定,某个成员被其他成员认为违约,该成员的同意 与签署即非必需 In Witness where of the Members here to have executed This Agreement in (place of signing agreement) the day and year first above written. 在本协议前面所列日期,各成员签署本协议,特此为证。

(以下为各方签署) Signed on behalf of (name or Member) Witness to the signature (name of signatory) Signed Signed on behalf of (name or Member) Witness to the signature (name of signatory) Signed


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