Consultancy Agreement

(Short Form)
October 2008
Conditions of Engagement
for Professional Services (Short Form)
PART 1 DEFIITI!S
Unless the context otherwise requires, then in construing
the Agreement:
Agreement" means the entire contractual agreement
between the parties and includes these Terms o
Agreement, an! "ariation, the #roposal and an! other
documents identiied in the letter o acceptance as orming
part o the Agreement$
#Cons$ltant" means Cans$lt %a$nsell &imited' and its
successors and assigns$
Fee" means the amount set out in the Agreement$
#Reim($rsa(le E)*enses" means the amounts set out in
the Agreement$
"S$(cons$ltant" means and includes:
%a& An! person, irm, group or engaged b! the 'onsultant
or with whom the 'onsultant ma! arrange or an! wor( to
be perormed or the 'lient and
%b& an! person who is now or hereater a ser"ant, agent or
subcontractor o the )ubconsultant, and includes the
successors and assigns o the )ubconsultant$
*Client" means the part! with whom the 'onsultant
contracts to pro"ide )er"ices$
#Pro+ect" means the scope o wor( or which the
'onsultant contracts to pro"ide )er"ices$
#The Services" means those proessional ser"ices
speciicall! described in the Agreement$
#Pro*osal" means the letters or other documents
prepared b! the 'onsultant and submitted to the 'lient to
describe the scope o wor( to be underta(en, the
personnel and equipment proposed to be utili+ed, and the
amount or method o calculation o the ee and
reimbursable expenses$
PART , R!&E !F T-E C!S.&TAT
,/1 Professional Standard of Care
,n perorming the )er"ices, the 'onsultants shall %a&
exercise the degree o s(ill, care and diligence normall!
exercised b! members o the 'onsultant-s proession
perorming ser"ices o a same or similar nature, in
accordance with the ethics o the 'onsultant-s proession
%b& perorm the ser"ices in accordance with the
requirements o this Agreement, %c& to the 'lient-s
reasonable satisaction and %d& in accordance with all
applicable laws$
,/, Professional D$t0 of Inde*endent 1$dgment
, the 'onsultant is required to exercise its proessional
.udgment between the 'lient and a third part! with whom
the 'lient has a contract then it shall do so independentl!
and as required b! the terms o that contract$
,/2 3no4ledge of Client Reim($rsements
The 'onsultant shall use all reasonable eorts to inorm
itsel o the 'lient-s requirements or the #ro.ect to which
the )er"ices relate and or the purpose it shall consult the
'lient throughout the perormance o the )er"ices$
,/5 Additional Information Doc$ments and !ther
Partic$lars
, the 'onsultant considers that the inormation,
documents and other particulars made a"ailable to it b!
the 'lient are not suicient to enable the 'onsultant to
pro"ide the )er"ices in accordance with this Agreement
the 'onsultant ma! ad"ise the 'lient who shall then
pro"ide such urther assistance, inormation, or other
particulars as necessar! in the circumstances$
,/6 A**oint a Re*resentative
The 'onsultant shall appoint a person to act its
representati"e and gi"e written notice to the 'lient o the
name o the person so appointed$ The 'onsultant agrees
that the person appointed shall ha"e authorit! to act on
behal o the 'onsultants or all purposes in connection
with this Agreement$
,/7 otice of %atters &i8el0 to Change Sco*e or
Timing of Services
, the 'onsultant becomes aware o an! matter which ma!
change or which has changed the scope or timing o the
)er"ices o the #ro.ect then it will gi"e written notice to the
'lient as soon as practicable in the
circumstancespro"iding particulars o the change$
,/9 Timel0 Provision of Services
The 'onsultant shall perorm the )er"ices in a timel!
manner to the extent it is within its control to do so$ , the
'lient pro"ides a #rogram at the commencement o the
)er"ices, then the 'onsultant shall abide b! its
requirements to the extent it is within its control to do so$
PART 2 R!&E !F T-E C&IET
2/1 Provide Information' Doc$ments and !ther
Partic$lars
The 'lient shall as soon as practicable ma(e a"ailable to
the 'onsultant all inormation, documents and other
particulars relating to the 'lient-s requirements or the
#ro.ect$
2/, Arrange Access to the Site and !ther &ands
The 'lient shall as soon as practicable ma(e
arrangements to enable the 'onsultant to enter upon the
)ite and other lands as necessar! to enable the
'onsultant to perorm the )er"ices$
2/2 !(tain All ecessar0 A**rovals
Unless the parties speciicall! agree otherwise, the 'lient
shall as soon as practicable obtain all appro"als,
authorities, licenses and permits which are required rom
go"ernmental, municipal or other responsible authorities
or the lawul implementation and completion o the
#ro.ect$
2/5 Provide Additional Professional Services
The 'lient agrees that the )er"ices do not include an!
ser"ices which are properl! carried out b! other
'onditions o /ngagement or #roessional )er"ices #age 0 o 1
Conditions of Engagement
for Professional Services (Short Form)
proessions such as legal or accounting and i other such
proessional ser"ices are required the 'onsultant shall
obtain these ser"ices ater consultation with the 'lient and
at the 'lient-s cost$
2/6 S$**l0 ecessar0 E:$i*ment and Facilities
The 'lient shall ma(e a"ailable to the 'onsultant at the
place and at the time speciied in the #roposal the
equipment and acilities speciied in the #roposal$
2/7 A**oint a Re*resentative
The 'lient shall appoint a person to act as its
representati"e and gi"e written notice to the 'onsultant o
the name o the person so appointed$ The 'lient agrees
that the person appointed sha"e ha"e authorit! to act on
behal o the 'lient or all purposes in connection with this
Agreement$
2/9 otice of %atters &i8el0 to Change Sco*e or
Timing of Services
, the 'lient becomes aware o an! matter which ma!
change the scope or timing o the )er"ices or the #ro.ect,
then the 'lient will gi"e written notice to the 'onsultant as
soon as practicable but in an! e"ent not later than se"en
%2& da!s ater the e"ent occurs$
2/; Com*l0 4ith an0 Additional S*ecial !(ligations
The 'lient shall carr! out an! the additional special
obligations as set out in the #roposal$
2/<; Co=o*erate 4ith Cons$ltant
The 'lient shall co3operate with the 'onsultant and shall
not interere with or obstruct the proper perormance o the
)er"ices$
PART 5 PA>%ET T! C!S.&TAT F!R SER?ICES
5/1 Client to %a8e Pa0ment
,n consideration o the promise b! the 'onsultant to
perorm the )er"ices the 'lient shallpromises to pa! the
'onsultant the 4ee and the 5eimbursable /xpenses at the
times and in the manner set out in this Agreement together
with an! taxes pa!able on the )er"ices$
5/, Amo$nt or the %ethod of Calc$lation of Fee
The amount or the method o calculation o the 4ee or the
)er"ices is set out in the Agreement$
5/2 Reim($rsa(le E)*ense
,n addition to the pa!ment reerred to in 'lause 6$2 the
'lient agrees to indemni! the 'onsultant or all costs and
expenses incurred b! the 'onsultant in connection with
the matters set our in the Agreement$
5/5 ?ario$s
The Agreement can (e varied (0varied (0 either *art0
(0 4ritten agreement of the Parties
(a) The 'onsultant will submit pricing and schedule
impact or proposed "ariations requested b!
either part!$
(() 'onsultant shall not be required to commence
additional wor( until recei"ing written appro"al
rom the 'lient$
(c) , the parties are unable to agree on the amount
o a proposed "ariation, either part! ma! reer the
matter or a decision under 'lause 2 7ispute
7etermination o this Agreement
5/5 6 Timing of Pa0ment
At or about the end o each pa!ment period speciied in
the Agreement the 'onsultant will gi"e to the 'lient an
in"oiceaccount or the )er"ices perormed, and or
5eimbursable /xpenses incurred, during the period$ The
'lient shall pa! the ull amount owing in respect o each
in"oiceaccount b! the due date or pa!ment stated on the
account$ Unless otherwise agreed, the due date or
pa!ment shall be iteenourteen da!s ater the date o
receipt issue o the account b! the 'lient$
5/6 7 Fail$re of Client to %a8e Pa0ment (0 D$e Date
,n the e"ent that the 'lient ails to ma(e pa!ment b! the
due date, the 'onsultant reser"es the right to cease wor(,
or to withhold deli"ering up to the 'lient the
documentation o an! wor( which has been carried out$ ,n
the e"ent that the 'onsultant exercises this right, then the
#ro.ect shall be considered to be dela!ed b! the 'lient,
and 'lause 6$8 shall appl!$
5/9 Interest on !verd$e Pa0ment
The 'lient agrees that in addition to all other rights and
remedies o the 'onsultant i the client ails to pa! all
mone!s as and when due, the 'onsultant shall be entitled
to pa!ment o interest on o"erdue accounts$ The interest
shall be calculated on dail! balances at the current
,nterban( O"erdrat 5ate plus 28 per annum on all
mone!s which are not paid b! the due date$
5/;9 Dis*$ted InvoicesClaims
, the 'lient disputes the whole or an! portion o the
amount claimed in an in"oiceaccount submitted b! the
'onsultant it shall pa! that portion o the in"oice amount
stated in the in"oiceaccount which is not in dispute within
iteen da!s o receipt o the original in"oice and it shall
simultaneousl! noti! the 'onsultant in writing o the
reasons or disputing the in"oiceaccount$ , the parties are
unable to reach agreement within se"en %2& da!s o the
'lient-s notice, the dispute ma! be determined in
accordance with this Agreement$ , it is resol"ed that
some or all o the amount in dispute ought properl! to
ha"e been paid at the time it was irst claimed, then the
'lient shall pa! the amount inall! resol"ed together with
interest on that amount in accordance with 'lause 6$1$
5/<; Pa0ment of Costs if Pro+ect Dela0ed
, the perormance o the )er"ices is suspended or
dela!ed be!ond a reasonable period or an! reason other
than b! a 4orce 9a.eure e"ent or a breach o the
'onditions o /ngagement or #roessional )er"ices #age 2 o 1
Conditions of Engagement
for Professional Services (Short Form)
Agreement b! the 'onsultant, the 'lient shall be liable to
the 'onsultant or loss and damaged suered, including
loss o proit, indirect and consequential costs and
expenses incurred as a result o the dela!$
5/1@< Effect of Termination on Right to Pa0ment
, the engagement o the 'onsultant is terminated b! an!
reason other than or breach o this Agreement b! the
'onsultant, the 'onsultant shall be entitled to pro rata
pa!ment or the ser"ices carried out and the 'lient shall
be liable to the 'onsultant or loss and damage suered,
including loss o proits, indirect and consequential costs
and expenses incurred as a result o the termination$
5/11@ Effect of Change of Circ$mstances
The 4ee or the )er"ices perormed under this Agreement
has been calculated on the assumption o both parties that
the )er"ices are to be pro"ided under 'ircumstances
normall! pertaining to the carr!ing out o the t!pe o
pro.ect in question$ The parties agree that i the
'onsultant is required to perorm the )er"ices in
circumstances other than those normall! pertaining to
such a pro.ect or i there is a change in the scope, timing
or order o the ser"ices, then the 'onsultant shall be
entitled to pa!ment o an amount which is reasonable in
the circumstances$
5/1,1 Change in &a4s
, ater the date o this Agreement there is an! change to
the laws, b!3laws, regulations or ordinances or an!
statutor! authorit! which ma! appl! to the )er"ices and
that change directl! or indirectl! aects the costs or
reimbursable expenses incurred b! the 'onsultant in
perorming the )er"ices the 4ee and 5eimbursable
/xpenses otherwise pa!able to the 'onsultant under this
Agreement shall be increased or decreased accordingl!$
PART 6 SC!PE !F &IAAI&IT>
6/1 Direct and Indirect &oss
Under no circumstances, whether as a result o an! act,
neglect or deault or otherwise howsoe"er, shall the
'onsultant ha"e liabilit! or in relation to an! wor(, reports,
inormation, plans, designs or speciications supplied or
perormed b! an! third part!, including an! )ubconsultant
or an! third part! engaged b! or at the suggestion o the
'onsultant$ The 'onsultant and an! )ubconsultant
engaged b! the 'onsultant shall not be liable to the 'lient
or an! indirect and:or consequential loss, damages or
loss o proits$
6/, %a)im$m Amo$nt of &ia(ilit0
;otwithstanding an! other pro"isions o this Agreement,
%but onl! to the extent permitted b! law&, the maximum
aggregate liabilit! o the 'onsultant to the 'lient or losses
and damages arising out o or in connection with the
Agreement and a breach o 'lause 2$0o whatsoe"er
nature and howsoe"er caused shall be limited to the
lesser o <A/7 = or 008 o the agreed 4ee$
This limitation does not appl! to an! claim, loss, damage,
expense or costs arising out o or in relation to> %a& the
'onsultant-s raudulent or wilul misconduct> %b& personal
in.ur! or death o an! person> and %c& an! liabilit! hat
cannot be lawull! limited or excluded
The 'lient will indemni! and (eep indemniied the
'onsultant and an! )ubconsultants engaged b! the
'onsultant rom an! suit, cost, demand or claim or
damage which exceeds the maximum amount reerred to
abo"e$ The 'onsultant-s liabilit! to the 'lient or an! loss
or damage, including a claim or damages or a breach o
the Agreement b! the 'onsultant shall be reduced to the
extent that an act or omission o the 'lient or its
emplo!ees, agents or consultants contributed to the loss
or damage$
4or the a"oidance o doubt, the 'onsultant shall not be
liable to the 'lient or an! indirect and:or consequential
loss, damages or loss o proits$
6/2/ Third Part0 Claims
The 'lient will indemni! the 'onsultant and the
'onsultant-s )ub 'consultants against all claims, costs,
suits and demands b! third parties howsoe"er arising
whether in respect o the )er"ices or in respect o the
perormance or non perormance o the )er"ices or
otherwise$
6/5 D$ration of &ia(ilit0
Unless otherwise agreed in writing, the 'onsultant and the
'onsultant-s )ubconsultants shall be deemed to ha"e
been discharged rom all liabilit! in respect o the
)er"ices, whether under the law o contract, tort or
otherwise, on the expiration o the time period prescribed
under U$A$/ law$
6/6 Ins$rances
The 'onsultant shall eect and maintain the ollowing non3
cancelable insurance policies:
%a& Professional Indemnit0 Ins$rance to co"er an!
loss or damage causes b! or arising out o lac( o
due s(ill, care o diligence on the part o the
'onsultant, its ser"ant or agents in the
perormance o the )er"ices$ The polic! shall be
or a minimum co"er o an amount equi"alent to
008 o the 4ee, or A/7 ?,000,000, whiche"er
amount is the lesser, or an! one occurrence
during the polic! period, and A/700,000,000 in
the aggregate per polic! period, unless otherwise
speciied in the Agreement, renewed annuall!
and shall be maintained until completion o the
period o liabilit! prescribed b! U$A$/$ law$
%b& P$(lic &ia(ilit0 Ins$rance during the period o
time rom the date o the @etter o Acceptance
until the completion o the )er"ices$ The polic!
shall be or a co"er o A/7 2,000,000 or an! one
occurrence or series o occurances arising out o
an! one e"ent per polic! period, unless otherwise
speciied in the Agreement, and shall be
maintained until completion o the period o
liabilit! prescribed b! U$A$/$ law$
'onditions o /ngagement or #roessional )er"ices #age A o 1
Conditions of Engagement
for Professional Services (Short Form)
%c& Bor8manCs Com*ensation Ins$rance or the
period deined in %b& abo"e against an! liabilit!,
loss, claim or proceedings whatsoe"er, whether
arising at common law or b! "irtue o an!
rele"ant U$A$/$ law relating to wor(er-s
compensation emplo!ers- liabilit! or the li(e b!
an! person under the direct emplo!ment o the
'onsultant$
%d& Com*ensation %otor ?ehicle Ins$rance
required under U$A$/$ law in respect to all motor
"ehicles owned, leased or hired b! the
'onsultant and utili+ed in the perormance o the
)er"ices$
The 'onsultant shall suppl! the 'lient, e"idence on
request o the insurance policies speciied in %a&, %b&, %c&
and %d& abo"e together with e"idence that these policies
are current and in orce throughout the periods required$
6/76 Estimates of Pro+ect Cost
, the )er"ices include gi"ing to the 'lient an estimate o
the li(el! costs or the #ro.ect, the 'onsultant warrants
onl! that it will exercise the reasonable s(ill, care and
diligence normall! exercised b! members o the
'onsultant-s proession in the preparation o its
proessional opinion o those costs$
6/79 E)tent of Barrant0
The 'onsultant does not gi"e an! warrant! nor accept an!
liabilit! in relation to the perormance or nonperormance
o the )er"ices except to the extent, i an!, required b! law
or speciicall! pro"ided or in this Agreement$ , apart rom
this 'lause an! warrant! would be implied whether b! law,
custom or otherwise that warrant! is to the ull extent
permitted b! law hereb! excluded$
PART 7 C!P>RID-T AD .SE !F D!C.%ETS
7/1 Co*0right
'op!right in all drawings, reports, speciications, bills o
quantities, calculations and other documents pro"ided or
produced b! the 'onsultant in connection with the
)er"ices shall remain "ested in the 'onsultant$
7/, ClientCs Right to .se Doc$ments
The 'lient shall ha"e a license to use the documents
reerred to in 'lause 1$0 or the purpose o completing the
#ro.ect> howe"er, the 'lient shall not use nor ma(e copies
o such documents in connection with an! wor( other than
wor( comprised in the #ro.ect unless express appro"al is
gi"en in ad"ance b! the 'onsultant$
The 'lient shall indemni! the 'onsultant rom an! and all
claims o whatsoe"er nature and howsoe"er arising rom
use b! the 'lient o the 'onsultant-s ,ntellectual #ropert!
and 'op!right 9aterial or an! purpose than other or
which it was intended$
7/2/ P$(lication of Articles
The 'onsultant ma! with the consent o the 'lient publish,
either alone or in con.unction with others, articles,
photographs and other illustrations relating to the pro.ect$
7/5 Patents and Trademar8s
%0& , during the course o pro"iding the )er"ices the
'onsultant de"elops, disco"ers or irst reduces to practice
a concept, product or process which is capable o being
patented, then such concept, product or process shall be
and remain the propert! o the 'onsultant and the 'lient
shall not use, inringe or otherwise appropriate the same
without irst obtaining the written consent o the
'onsultant$
%2& , during the course o pro"iding the )er"ices the
'onsultant disco"ers, de"elops or irst reduces to practice
a concept, product or process capable o being patented,
then the 'lient shall be entitled to a ro!alt! ree license to
use the same during the lie o the wor(s comprising the
#ro.ect$
7/6/ P$(licit0 %aterial
The 'lient shall ensure, to the extent reasonabl! possible,
that the 'onsultant-s input into the #ro.ect is dul!
recogni+ed in an! publicit! material generated b! the
'lient in respect o the #ro.ect$
PART 9 DISP.TE DETER%IATI!
9/1 Dis*$te Proced$re
Unless a part! has complied with the pro"isions o this
#art 2, that part! ma! not commence court proceedings
relating to an! dispute, contro"ers! or claim arising under
this Agreement except where that part!that part! see(s
urgent interlocutor! relieinterlocutor! relie or the other
part! has ailed to compl! with this #art 2$
9/, E)ec$tive egotiation
, an! dispute, contro"ers! or claim in relation to this
Agreement arises between the two parties, then a senior
representati"e rom each part! shall meet, within 00 da!s
o the gi"ing o a notice setting out the areas o dispute
between the parties and negotiate in good aith to resol"e
the dispute, contro"ers! or claim$
9/2 %ediation
,n the e"ent that the dispute, contro"ers! or claim has not
been resol"ed within 28 7a!s % or such other period as
agreed to in writing between the parties hereto & o the
gi"ing o notice reerred to in 'lause 2$2, the dispute,
contro"ers! or claim shall be submitted to mediation$
9ediation o the dispute shall be conducted in /nglish in
accordance with the rules o the Abu 7habi 'ommercial
'onciliation B Arbitration 'enter %A7''A'& <or i the
)er"ices are perormed in 7ubai: The 7ubai ,nternational
Arbitration 'entre=$
9/5 &itigation
,n the e"ent that the dispute, contro"ers! or claim is not
settled or resol"ed through 9ediation reerred to under
'lause 2$A, either part! ma! terminate the dispute
'onditions o /ngagement or #roessional )er"ices #age 6 o 1
Conditions of Engagement
for Professional Services (Short Form)
resolution proceedings under this clause b! notice in
writing$ /ither part! ma! then commence court
proceedings allowed under U$A$/$ law in relation to the
dispute$
PART ; TER%IATI! !F SER?ICES
;/1 Termination (0 Client
The 'lient ma! b! notice in writing ser"ed on the
'onsultant terminate the 'lient-s obligations under this
Agreement:
%0& , the 'onsultant is in breach o the terms o this
Agreement and the breach has not been remedied within
twent!3eight % 06%28& da!s % or%or longer period as the
'lient ma! allow &allow& o the ser"ice b! the 'lient on the
'onsultant o a notice requiring the breach to be
remedied> or
%2& , the 'lient ser"es on the 'onsultant a notice requiring
that this Agreement be terminated on a date speciied in
the notice being not less than thirt!sixt! %A0& da!s ater the
date o ser"ice o the notice$
;/, Termination (0 Cons$ltant
The 'onsultant ma! b! notice in writing ser"ed on the
'lient terminate the 'onsultant-s obligations under the
Agreement:
%0&, the 'lient is in breach o the terms and conditions o
#art 6 o the Agreement> or
%2& i the client is in breach o the terms and conditions o
an! other #art o the Agreement and the breech has not
been remedied within twent! eight %2806&da!s %or such
longer period as the 'onsultant ma! allow& o the
ser"iced b! 'onsultant on the 'lient o a notice requiring
the breach to be remedied> or
%A& , the 'onsultant ser"es on the 'lient a notice requiring
that the Agreement be terminated on a date speciied in
the notice being not less than thirt!sixt! %A0& da!s ater the
date o ser"ice o the notice$
;/2 Termination ot to Affect Rights in Res*ect of
Prior Areaches
Termination shall be without pre.udice to an! claim which
either part! ma! ha"e against the other in respect o an!
breach o the terms o the Agreement which occurred prior
to the date o termination$
PART < DEERA& %ATTERS
</1 Transfer and Assignment
%0& The 'onsultant and the 'lient each binds itsel and its
partners, successors, executors, administrators, assigns
and legal representati"es to the other part! to this
Agreement and to the partners, successors, executors,
administrators, assigns and legal representati"es o the
other part! in respect o all co"enants and obligations o
this Agreement$
%2& ;either the 'onsultant nor the 'lient shall assign,
sublet or transer an! right or obligation under the
Agreement without the written consent o the other part!$
Unless speciicall! stated to the contrar! in an! written
consent to an assignment, no assignment shall release or
discharge the assignor rom an! obligation under the
Agreement$
%A& ;othing contained in this 'lause shall pre"ent the
'onsultant rom emplo!ing within its ee such persons or
companies as it ma! deem appropriate to assist it in the
perormance o the Agreement$
</, Severa(ilit0
, an! pro"ision o this Agreement shall be determined b!
an! statute or an! court ha"ing .urisdiction in relation
thereto to be illegal, in"alid, "oid or "oidable the legall! or
"alidit! o the remainder o this Agreement shall not be
aected and the illegal, in"alid, "oid or "oidable pro"ision
shall be deemed deleted hererom to the same extent and
eect as i ne"er incorporated herein but the remainder o
this Agreement shall continue in ull orce and eect$
</2 S$(cons$ltants
, circumstances arise which require the ser"ices o a
specialista specialist or expertise outside the ield o the
'onsultant the 'onsultant ma! with prior appro"al o the
'lient engage the appropriate )ubconsultant$ The
)ubconsultant shall be engaged at the 'lient-s expense
and on its behal$ The 'lient-s appro"al shall not be
unreasonabl! withheld$
</5 otices
A notice purported to be ser"ed under this Agreement
shall be deemed to ha"e been properl! ser"ed i the same
is in writing and is sent to the usual business address o
the recipient b! certiied mail, personal deli"er! or which a
receipt is obtained, or acsimile or which
ac(nowledgement o receipt has been obtained$
</6 %one0s
All reerence to mone!s in the Agreement shall be deemed
to be reerences to the currenc! as speciied in the
'onsultant-s proposal and all mone!s to be paid shall be
paid to the rele"ant part! in places in places it ma!
reasonabl! nominate in writing$
</7 Provision of Services ot E)cl$sive
The 'lient ac(nowledges that, unless agreed otherwise,
the pro"ision o )er"ices b! the 'onsultant or the #ro.ect
is not gi"en on an exclusi"e basis$
</9 Confidentialit0
/ach part! shall:
%0&(eep secret and cconidential and must not disclose to
a third part! without the prior written consent o the other
part! inormation, data, speciications, drawings, reports,
accounts or other documents and things supplied or made
a"ailable b! one part! to the other part!$
%2& ta(e or cause to be ta(en such reasonable precautions
as ma! be necessar! to maintain secrec! and
conidentialit! and pre"ent disclosure, including obtaining
conidentialit! agreements in a orm satisactor! to the
other part! rom its emplo!ees, agents and
subcontractors$
'onditions o /ngagement or #roessional )er"ices #age ? o 1
Conditions of Engagement
for Professional Services (Short Form)
The obligations contained in 'lause C$2 sur"i"e the term
or termination o this Agreement and are enorceable at
an! time at law or in equit!$
</; Doverning &a4
This Agreement is go"erned b! the laws o the United
Arab /mirates and the parties submit to the .urisdiction o
courts o the United Arab /mirates$
</< -eadings
Deadings ha"e been inserted or guidance onl! and do not
orm part o the Agreement$
</1@ Ainding Agreement
Ehere these 'onditions o /ngagement orm part o the
#roposal document attached hereto, a @etter o
Acceptance o ;otice to #roceed subsequentl! issued
rom the 'lient on the submitted #roposal will in eect
rom the binding Agreement between the 'lient and the
'onsultant ,'onsultant, and it is hereb! agreed b! both
#arties that no urther contract document need to
executed b! the #arties$
The oregoing 'onditions o /ngagement are deemed to
orm part o our #roposal entitled:
Eame of Pro*osalF
EDate of Pro*osalF
Upon receipt b! 'ansult 9aunsell @imited o a @etter o
Acceptance or Award rom the 'lient, then, based on the
attached 'onditions o /ngagement, 'ansult 9aunsell
@imited can immediatel! commence with the )er"ices, and
the execution o an! additional contract document is not
required$
Cans$lt %a$nsell &imited
)ignature :)ignature:

;ame: F;ame o signatior!signator!G

Title: FTitleG
7ate :

'onditions o /ngagement or #roessional )er"ices #age 1 o 1