FIDIC Green Book 2021

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Short Form
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of Contract
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FORM OF CONTRACT AGREEMENT
GENERAL CONDITIONS
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PARTICULAR CONDITIONS
GUIDANCE NOTES
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ISBN 978-2-88432-120-4 SECOND EDITION 2021

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FIDIC , the International Federation of Consulting Engineers, is the global representative
body for national associations of consulting engineers and represents over one million
engineering professionals and 40,000 firms in more than 100 countries worldwide.
Founded in 1913, FIDIC is charged with promoting and implementing the consulting
engineering industry’s strategic goals on behalf of its Member Associations and disseminating
information and resources of interest to its members. Today, FIDIC membership covers over
100 countries of the world.
To further its goals, FIDIC publishes international standard forms of contracts for works
and for clients, consultants, sub-consultants, joint ventures and representatives, together
with related materials such as standard pre-qualification forms. FIDIC arranges seminars,
conferences and other events in the furtherance of its goals: maintenance of high ethical
and professional standards; exchange of views and information; discussion of problems
of mutual concern among Member Associations and representatives of the international
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financial institutions; and development of the consulting engineering industry in developing
countries.
FIDIC also publishes business practice documents such as policy statements, position
papers, guidelines, training manuals and training resource kits in the areas of management
systems (quality management, risk management, business integrity management,
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environment management, sustainability) and business processes (consultant selection,
quality based selection, tendering, procurement, insurance, liability, technology transfer,
capacity building).
The key priorities agreed by FIDIC are as follows:

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1. Lead the consultancy and engineering industry visibly and effectively.

2. Strengthen FIDIC’s position in the overall construction industry.
3. Connect and support members more effectively.
4. Adapt and improve the governance of the federation.
5. Innovate the way the FIDIC secretariat operates to be more effective and efficient.
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FIDIC also organises the annual FIDIC International Infrastructure Conference and an
extensive programme of seminars, capacity building workshops and training courses.
International Federation of Consulting Engineers (FIDIC)

World Trade Center II, P.O. Box 311
1215 Geneva 15, Switzerland
Phone +41 22 799 49 00
Fax +41 22 799 49 01
E-mail [email protected]
WWW www.fidic.org
Copyright FIDIC 2021

All rights Reserved.
No part of this document may be shared, reproduced, distributed, translated, adapted,

copied, quoted, transferred, presented, broadcasted, retransmitted, stored in a retrieval
system or communicated, in any form or by any means, mechanical, electronic, magnetic,
photocopying, recording or otherwise, without prior written permission from FIDIC, Case
311, CH-1215 Geneva 15, Switzerland; fax +41 22 799 49 01, e-mail: [email protected]
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FORM OF CONTRACT
AGREEMENT
GENERAL CONDITIONS
FIDIC
SHORT FORM OF CONTRACT
SECOND EDITION 2021
EN
ISBN 978-2-88432-120-4 GUIDANCE NOTES
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EC
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FEDERATION INTERNATIONALE DES INGENIEURS-CONSEILS

INTERNATIONAL FEDERATION OF CONSULTING ENGINEERS
INTERNATIONALE VEREINIGUNG BERATENDER INGENIEURE
FEDERACION INTERNACIONAL DE INGENIEROS CONSULTORES
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COPYRIGHT
Copyright © 2021 FIDIC, World Trade Center II, 29 route de Prés-Bois, Geneva Airport, CH-1215
Geneva, Switzerland. All rights reserved.
FIDIC is the only Copyright owner of FIDIC publications, which are protected by the Berne
Convention for the Protection of Literary and Artistic Works, international conventions such
as TRIPS and the WIPO copyright treaty and national intellectual property laws. No part of
a FIDIC publication can be reproduced, translated, adapted, stored in a retrieval system or
communicated, in any form or by any means, mechanical, electronic, magnetic, photocopying,
recording or otherwise, without prior permission in writing from FIDIC. The version in English is
considered by FIDIC as the official and authentic text for the purposes of translation.
The widespread dissemination, acceptance and use of FIDIC publications and their translations
are important means for accomplishing FIDIC’s mission and are therefore actively promoted by
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FIDIC. The sale of FIDIC publications and their translations is an important source of revenue for
FIDIC and its Member Associations. It creates resources for providing a wide range of services
meeting the business needs of member firms. All steps, starting with the initial drafting of
publications, often require considerable effort and expense.
FIDIC regularly updates and reissues publications so that users can profit from the state-of-the-art.
By supplying publications, FIDIC does not grant any intellectual property rights. The purchase or
supply of a FIDIC publication, including forms for completion by a purchaser or authorised user,
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does not confer author’s rights under any circumstances.
Users rely on the contents of FIDIC publications, especially FIDIC contracts and agreements,
for important business transactions. The use of authentic publications is therefore essential
for safeguarding their interests. FIDIC discourages modification of its publications, and only in
exceptional circumstances will it authorise modification, reproduction or incorporation elsewhere.
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Permission to quote from, incorporate, reproduce or copy all or part of a FIDIC publication
should be addressed to the FIDIC Secretariat, which will decide upon appropriate terms.
A licence to prepare a modified or adapted publication will be agreed to under certain conditions.
Specifically the modified or adapted publication must be for internal purposes, and not be
published or distributed commercially.
In the case of FIDIC contracts and agreements, FIDIC aims to provide balanced and equitable
conditions of contract by ensuring the integrity of its publications. A purchaser or authorised user
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of a FIDIC publication, either in electronic or hard copy format, are requested to comply with
the Terms of Use of the purchased document. Depending on the FIDIC document purchased,
different Terms of Use may apply.
TERMS OF USE OF THIS ELECTRONIC DOCUMENT

This electronic document is supplied by FIDIC to participants of FIDIC International Contract
Users’ Conference 2021 for personal and private use only.
This document does not contain any editable files and is not for contract drafting. The access to
this electronic document is granted for a term of two months. It cannot be printed.
Each receiver is granted a two-months licence to download and access the electronic document
on one machine during the term of the licence for private and personal use only.
No part of the document may be printed, shared, reproduced, distributed, translated, adapted,
copied, quoted, transferred, presented, broadcasted, retransmitted, stored in a retrieval system
or communicated, in any form or by any means, mechanical, electronic, magnetic, photocopying,
recording or otherwise.
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FIDIC does not license more rights than are expressly mentioned here.
Electronic version for contract drafting, as well as hard copy of this FIDIC publication “FIDIC
Short Form of Contract, Second Edition, 2021” can be obtained from FIDIC bookshop:
www.fidic.org
© FIDIC 2021

DISCLAIMER
While FIDIC aims to ensure that its publications represent the best in business practice, the
Federation accepts or assumes no liability or responsibility for any events or the consequences
thereof that derive from the use of its publications. FIDIC publications are provided “as is”,
without warranty of any kind, either express or implied, including, without limitation, warranties of
merchantability, fitness for a particular purpose and non-infringement. FIDIC publications are not
exhaustive and are only intended to provide general guidance. They should not be relied upon in
a specific situation or issue. Expert legal advice should be obtained whenever appropriate, and
particularly before entering into or terminating a contract.
FIDIC considers the original, English, version of its publications as the authentic version and
assumes no liability whatsoever for the completeness, correctness, adequacy or otherwise of
the translated FIDIC documents for any use to which the translated documents may be put.
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© FIDIC 2021

CONTENTS
Acknowledgements
Foreword
Typical Sequence of Events
Form of Contract Agreement
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General Conditions
Contents
Clauses 1 to 14
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Appendix:
Rules for Adjudication
Form of Adjudicator’s Agreement
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Index of Sub-Clauses
Particular Conditions
Part A – Contract Data

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Part B – Special Provisions

Annexes A to E to the Particular Conditions
Guidance Notes (with forms in an annex)

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© FIDIC 2021

ACKNOWLEDGEMENTS
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Fédération International des Ingénieurs-Conseils (FIDIC) extends special thanks
to the following persons who prepared the Second Edition of the FIDIC Short Form
of Contract (Green Book): Vincent Leloup (Principal Drafter), Exequatur, France;
Mahmoud Abu Hussein, Dolphin Energy, United Arab Emirates; James Perry, PS
Consulting, France; and Robert Werth, Werth Consult, Germany.
The preparation was carried out under the general direction of the FIDIC Contracts
Committee comprising:
Zoltán Záhonyi, Z&Partners Consulting Engineers (past Chairman), Vincent Leloup
(Chairman), Exequatur, France; Kiri Parr (Vice-Chair), Kiri Parr Pty Ltd, Australia;
Husni Madi (Vice-Chair), Shura Construction Management, Jordan; Peter Collie,
3PB, United Kingdom; Eoin Cullinane, Nicholas O’Dwyer Ltd, Ireland; Deryl Earsom,
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Jacobs Engineering Group Inc., USA; Siobhan Fahey, Consulting Engineer, Ireland;
Mahmoud Abu Hussein, Dolphin Energy, United Arab Emirates; Jafar Khan, Mott
MacDonald, United Arab Emirates; Keith Leung, Aurecon, Singapore; Adriana
Spassova, EQE Control OOD, Bulgaria.
together with liaisons with the FIDIC Contracts Committee:

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Anthony Barry (FIDIC Board primary liaison), Aurecon, Australia; Sarwono Hardjomuljadi
(FIDIC Board secondary liaison), Special Adviser to the Minister of Public Works,
Indonesia.
and with the assistance of the FIDIC Secretariat:

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Dr Nelson Ogunshakin, FIDIC CEO; Daduna Kokhreidze, FIDIC General Counsel;

Ieva Liaugaude, FIDIC International Client Manager; Christophe Sisto, FIDIC Design &
Edition Manager.
Special Advisers to the Contracts Committee provided invaluable and continued

support in the various drafting and revision stages:
Christopher Seppälä, White & Case LLP, France (legal adviser, assisted by Dimitar
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Kondev, White & Case LLP, France); Nael G Bunni, Ireland (risk and insurance adviser).
Draft documents were reviewed by many persons and organisations, including those
listed below. Their comments were duly studied by the FIDIC Contracts Committee’s
Task Group and, where considered appropriate, have influenced the wording of the
clauses.
Confederation of International Contractors’ Associations (CICA), Paris, France; Eric

Decker, Bilfinger SE, Germany; European International Contractors (EIC), Berlin,
Germany; Nick Gardner, United Nations Office for Project Services (UNOPS), Sierra
Leone; Stéphane Giraud, Plan J Consulting, France; Didier Guynet, Asian Development
Bank (ADB), Philippines; David Heslett, ECV, United Kingdom; Rusli Bin Idrus,
Consultant, Malaysia; Oliver Kammerer, Dubai Aviation Engineering Projects, United
Arab Emirates; Nabeel Khokhar, Strabag, United Kingdom; Lukas Klee, Author/Advisor,
Czech Republic; Ulrich Kugler, Andritz, Germany; Yulia Martyushina, European Bank for
Reconstruction and Development (EBRD), United Kingdom; Xavier Mesnard, French
Development Agency (AFD), France; Henri Musonda, Independent Consultant, Zambia;
Patrizia Palmitessa-Savric, Ginder Palmitessa Pty Ltd, Botswana; Munther Sakhet,
Allied Planning & Engineering Corp., Jordan; Wibisono Setiowibowo, National Board
for Construction Development, Indonesia; Dona Alisyah Siregar, PT Hutama Karya,
Indonesia; Geoffrey Smith, PS Consulting, France; Mushtaq Ahmad Smore, Independent
© FIDIC 2021

Consultant, Pakistan; Enni Moeliati Soetanto, Mott MacDonald, Indonesia; Jakob B.
Sorensen, Holst Law, Denmark; Platonas Stylianou, Platonas Stylianou & Associates,
Cyprus; Weddy Bernadi Sudirman, State Electricity Corporation, Indonesia; Tobias
Voigt, Carneades Legal, Germany; Thomas Wolf, KfW, Germany.
FIDIC very much appreciates the time and effort devoted by all the above persons and
organisations. The ultimate decision on the form and content of the document rests
with FIDIC.
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© FIDIC 2021

FOREWORD
This Second Edition of the Short Form of Contract has been published by the
Fédération Internationale des Ingénieurs-Conseils (FIDIC) as an update of the FIDIC
1999 Short Form of Contract (Green Book), First Edition.
This Second Edition of the FIDIC Green Book continues FIDIC’s fundamental principles
of balanced risk sharing while seeking to build on the substantial experience gained
from the Green Book’s use over the past 22 years.
The aim remains to produce a straightforward document which includes all essential
commercial provisions in a construction contract. Under this type of contract, the
Contractor generally constructs the Works in accordance with design provided by the
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Employer. However, this form also accommodates other situations, such as where the
Works are partly or fully designed by the Contractor.
The drafting of this Second Edition has been guided by the general objective to
provide an update of the FIDIC Green Book which meets the current demand of the
international construction industry for projects where the perceived level of risk is low,
and/or where construction parties wish to use a form which is simple to use and does
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not require significant contract administration and management resources.
Whilst FIDIC recognises that many development banks use specific procurement and
contract documents for works of capital value less than 10 million USD (so-called
“Small Works”), and whilst this Second Edition of the Green Book is fit for that purpose,
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it is no longer being represented as dedicated to only simple or repetitive works and/

or short duration and/or limited capital value projects. Market feedback over the last
two decades has shown a significant use of the Green Book on projects of over 10
million USD capital value and of Time for Completion exceeding 2 years. FIDIC has
duly taken into account this market data when preparing this Second Edition, which is
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accordingly to be positioned as an alternative to the FIDIC 2017 Conditions of Contract

for Construction for Building and Engineering Works designed by the Employer
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(hereinafter referred to as “2017 Red Book”) and to the FIDIC 2017 Conditions of
Contract for Plant and Design-Build (hereinafter referred to as “2017 Yellow Book”) for
the project situations mentioned above.
In order to achieve the aforementioned general objective, FIDIC has endeavoured to

draft a form of Contract which is:
• capturing the essential rights and obligations of the Parties, and disregarding/
not retaining obligations which are considered secondary and/or better
placed elsewhere in the Contract (Specification for instance);
• providing an alternative to the 2017 Red and Yellow Books for construction
projects where it is not deemed required, or relevant, to mobilise contract
administration and management resources at the same scale and extent
as required under those Books. Accordingly, the contractual machinery is
simplified and the contract provisions are shorter in text than in those Books,
with the objective that they are easily understood by practitioners of the
types of projects covered by the Green Book who may not be able to benefit
from the same legal support typically available for projects covered by the
Red and Yellow Books;
© FIDIC 2021

• complying with the philosophy and terminology, where relevant and
applicable for the Green Book, developed under the 2017 Red and Yellow
Books.
This Second Edition has retained and, where necessary, updated and expanded some
of the First Edition’s features. The Second Edition incorporates the following main
features:
• The Contractor shall execute the Works in accordance with the Specification
and Drawings prepared by (or on behalf of) the Employer. However, this
Second Edition caters for an alternative scenario where the Contractor is
required to design the Works, to various possible degrees. In such a case,
the Contractor will comply with the requirements of the Employer which will
be set out in the Specification, and Works designed by the Contractor shall
be fit for their intended purpose(s);
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• An Engineer appointed by the Employer will administer the Contract for and
on behalf of the Employer. The Engineer shall act for the Employer at all times,
except when making determinations where it shall act fairly and neutrally, and
when certifying payment to the Contractor given that payment certificates
shall reflect the fair value of the Works executed by the Contractor;
• The Contractor shall comply with any instruction given by the Engineer on
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any matter related to the Contract;
• Different methods of valuation of the Works executed by the Contractor are

proposed, including lump sum, remeasurement, Cost plus principles or a
combination of those;
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• Variations (to the Specification and/or the Drawings and/or the Works) can
be instructed by the Engineer at any time before the issue of the Taking-Over
Certificate for the Works, and through two different procedural routes:
o An express one, where the Contractor is bound to immediately implement

the Variation even though its time and/or money impacts have not been
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agreed or determined yet. This shall be done in parallel with the Variation
implementation;
o A staged one, where the Variation will only be confirmed based on a

proposal issued by the Contractor which is accepted by the Engineer on
behalf of the Employer.
• The Contractor is, however, entitled to object to, and to not be bound by,
a Variation in specific circumstances, such as when the Variation is likely to
cause health, safety and/or environmental issues, or when it would require
the Contractor to execute works which are too far away in their scope and
nature from the Works as envisaged under the Contract.
• The Contractor shall complete the Works within the Time for Completion. If
culpably late, it may be exposed to delay damages claimed by the Employer.
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If delayed by reason of risks borne by the Employer under the Contract, it

may be entitled to an Extension of Time (EOT) for Completion, and, as the
case may be, to the payment of its Prolongation Costs when the delay event
is compensable. When it is not, i.e. when it is only an excusable delay, the
Contractor’s entitlement will be limited to an EOT.
© FIDIC 2021

• An excusable delay typically results from a delay event which has not been
caused by the Employer, but which risk is borne by the Employer under the
Contract. For example, a natural Exceptional Event (such as earthquake,
tsunami or other natural catastrophes), or Unforeseeable climatic conditions
at Site;
• A compensable delay typically results from an event directly caused by

the Employer (or from anyone acting on behalf of the Employer, such as
the Engineer). For example, a failure of the Employer to fulfil its obligations
(such as providing right of access to and possession of the Site) under the
Contract, or a delay caused by the Employer (such as resulting from an error
in the Specification). Compensable delay will also result from certain delay
events not caused by the Employer but for which a time and money relief
(and not only time as for an excusable delay) was found to be more in line
with market practice: for example when dealing with Unforeseeable physical
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conditions encountered at Site;
• For clarity purposes, risks which are borne by the Employer, and the
corresponding time and/or money entitlements they generate for the
Contractor should they eventuate, are summarised in a tabulated form. All
other risks are meant to be borne by the Contractor;
• Claim procedures are the same for both Parties. They set out time limits but
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not time bars, in recognition of the fact that the Parties may not be equipped
with the same level of dedicated contract administration resources as on
higher value contracts. In recognition of the same fact, this Second Edition
provides for various liquidated damages provisions (for delays attributable
to either Party, or in case of Contract termination) which provide for pre-set
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remedies which are meant to liquidate the damages resulting from an

established liability. This is intended to avoid the Parties having to spend too
much time and effort in measuring such damages, and possibly resorting
to expert evidence in a dispute resolution forum, which altogether could be
prohibitive cost and time-wise, considering the contract value and duration
for which the Green Book is often used in practice;
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• Unless settled amicably, any dispute between the Parties will be decided
by an Adjudicator who is to be appointed by the Parties from the outset of
the Contract implementation. The Adjudicator issues decisions which are
immediately binding upon the Parties, even if either or both Parties express
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dissatisfaction as to a decision.
• If dissatisfaction has been communicated in a timely manner, the dispute will

be finally decided by an arbitral tribunal, composed of one single arbitrator
operating in accordance with the expedited procedure provisions of the
Rules of Arbitration of the International Chamber of Commerce. Expedited
procedure provisions provide for a fast-track (6-month) arbitration which
is quicker and cheaper than a fully-fledged traditional arbitration. FIDIC
considers this to be well adapted to Green Book-based contracts.
• The Parties can also require the informal assistance of the Adjudicator to
help them resolve any issue which they face. In contrast with decisions, any
opinion of the Adjudicator given during an informal assistance process is not
binding upon the Parties. It is, however, intended to be helpful to the Parties
in persuading them to reach an amicable settlement. The object is to avoid
the time and cost of a fully-fledged dispute resolution process, consistent
with the principle that prevention is better than cure.
© FIDIC 2021

• Once Works are complete, they shall be taken over by the Employer. Taking
over does not require a 100% completion of the Works, but completion to a
sufficient extent so that the Works can be used for their intended purposes.
• Works can be divided into Sections if the Employer wishes to have a staged
delivery of the Works, with each Section being allocated a specific Time for
Completion.
• Upon taking-over, the Contractor will remain liable to complete any

outstanding work and cure any defect, and to remedy thereafter any defect
notified by the Engineer or the Employer during the so-called Defects
Notification Period (DNP) which, by default, is set to 365 days from the Date
of Completion of the Works (or Section).
• Upon expiry of the DNP, and fulfilment by the Contractor of its obligations
under the Contract, the Engineer shall issue a Performance Certificate which
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shall be deemed to constitute acceptance of the Works. A final certification
and payment process will follow, bringing the Contract to an end.
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• For ease of reference, the insurance requirements under the Contract are set
out in a tabulated form, defining who is to insure what between the Employer
and the Contractor. The insuring Party is to provide an insurance certificate
(issued by the insurer) evidencing that the said insurance has been effected
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and is being maintained as required.
• Default of a Party can lead to suspension of the Works and/or termination of

the Contract, depending on the materiality of the default. These are extreme
remedies which are not to be invoked lightly, and only to be triggered when
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the default is such that it materially affects performance of the Contract and
the fulfilment of the Parties’ respective obligations.
• Finally, new and amended definitions as well as boilerplate provisions have

been added under Clause 1, General Provisions.
This publication begins with a series of comprehensive flow charts which show, in
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visual form, the sequences of certain activities in the FIDIC Short Form of Contract.
The charts are illustrative and must not be taken into consideration in the interpretation
of the Conditions of Contract.
A form of Contract Agreement is then provided. The Contract Agreement is the highest
priority document, within the Contract documents, for interpretation purposes and it
incorporates the tenderer’s offer and its acceptance by the Employer, in one single
document for ease of use by the Parties.
The General Conditions of Contract include conditions, which are likely to apply to the
majority of such contracts. Essential items of information which are particular to each
individual contract are to be included in the Particular Conditions Part A – Contract
Data.
In addition, it is recognised that many Employers, especially governmental agencies,

may require special conditions of contract, or particular procedures, which differ from
those included in the General Conditions. These should be included in Part B – Special
Provisions.
© FIDIC 2021

It should be noted that the General Conditions and the Particular Conditions (Part
A – Contract Data and Part B – Special Provisions) are all part of the Conditions of
Contract.
To assist Employers in preparing tender documents and in drafting Particular Conditions

of Contract for specific contracts, this publication includes Guidance Notes, which
provide important advice to drafters of contract documents. In drafting Special
Provisions, if clauses in the General Conditions are to be replaced or supplemented
and before incorporating any example wording, Employers are urged to seek legal and
engineering advice in an effort to avoid ambiguity and to ensure completeness and
consistency with the other provisions of the Contract.
This publication includes a number of sample forms, as follows:

- Form of Agreement (as mentioned above).
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- Form of Adjudicator’s Agreement, appended to the General Conditions.
- Forms of securities and insurance certificate, appended to the Particular

Conditions.
- Various forms of communication between the Parties, which are meant

to assist and guide the Parties in the performance of their Contract
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administration duties. These forms are provided for guidance purposes only,
and do not form part of the Contract.
Drafters of contract documents are reminded that the General Conditions of all FIDIC
contracts are protected by copyright and trademark and may not be changed without
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specific written consent, usually in the form of a licence to amend, from FIDIC. If drafters
wish to amend the provisions found in the General Conditions, the place for doing this
is in the Particular Conditions Part B – Special Provisions, as mentioned above, and
not by making changes in the General Conditions as published.
FIDIC considers the official and authentic texts to be the versions in the English
language.
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© FIDIC 2021
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Words capitalized in this sequence, and the following ones in next pages, are not necessarily always defined terms
as they have been sometimes capitalized for formatting purposes.
Typical Sequence of Principal Events under FIDIC Short Form of Contract
6.1.1 9.2 Issue of 5.6

Commencement Taking-Over Performance
Date Certificate Certificate
Issue of the Submission 1.1.7

tender of the Contract
documents tender Agreement Expiry of
DNP and
1.1.43 Time for defects
Completion1 remedied
Defects
Notification
Period3
1.1.3 6.4 EOT ≤21d
Base
Date
Tender period Contract period 5
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28d ≤28d 5.1.1 Notifying
of defects ≤21d
delay
attributable
to the
Contractor2
(if any)
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4.5.1 Delivery of 5.4.2 Tests 4.5.4 8.6
the performance Remedying
specified in Return of the Final
of defects
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security the Contract4 performance Payment6
security
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1. “Time for Completion” means the time for completing the Works or a Section (as the case may be) as stated
in the Contract Data and as may be extended under Sub-Clause 6.4 [ Extension of Time for Completion ],
calculated from the Commencement Date.
2. In order to indicate the sequence of events, the above diagram is based on the example of the Contractor
failing to comply with Sub-Clause 6.1.2.
3. “Defects Notification Period” or “DNP” means the period for notifying defects and/or damage in the Works
or a Section (as the case may be) under Sub-Clause 5.5.1, as stated in the Contract Data (if not stated, 365
days), calculated from the date on which the Works or a Section are/is completed as certified under Clause
9 [ Taking-Over ], and as may be extended under Sub-Clause 5.5.2.
4. The Contractor shall carry out all tests specified in the Contract.
5. Liabilities, and some obligations, under the Contract and at law, extend beyond the Contract period shown.
6. For the final payment sequence, see the flowchart “Typical Sequence of Payment Events Envisaged in
Clause 8”.
© FIDIC 2021

Typical Sequence of Payment Events Envisaged in Clause 8
8.4.1 Engineer 8.4.4 Employer

receives statement and makes payment
supporting documents
from the Contractor
≤28d
8.4.1
8.4 Interim Engineer
issues interim
payments ≤14d payment
certificate
Sequence of payment events
≤56d
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Agreed parts of the draft final statement
8.6 Final
≤14d 8.6.2 Engineer and
payment Contractor shall
endeavour to agree the ≤28d
amount finally due 8.6.2(a) Engineer issues
final payment certificate
Yes
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After the latest 8.6.1 Agreed?
of the events Contractor
referred to issues draft
in 5.6 the final statement 8.6.2(b)
and supporting 8.6.2 Contractor
Engineer No Employer
documents submits final statement
issues the makes
and a discharge
Performance payment
parts of the draft
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final statement
Certificate
Disagreed
Dispute
14.1
Adjudication
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© FIDIC 2021

Typical Sequence of Claim Management
under Clause 13 and Sub-Clause 3.5
Step 4
Step 2 Step 3 within
within 28 within 56 42 days
Step 1 days from days from
Day 1 from Step 3
Step 1 Step 1
Step 5
3.5.2: each
Party shall give
Sub-Clause 13.3 Parties’ obligation to avoid or minimise the effects of all claim events or circumstances
effect to each
agreement or
determination
unless and until
13.1: 13.1(i): 13.1(ii): 3.5.2: the revised under
claiming Party claiming Party claiming Party Engineer shall Clause 14
became aware, shall give notice shall give a fully give notice to
or should have describing detailed claim 3.5.1: The both Parties
become aware, the event or with supporting Engineer shall of each
of the event or circumstance particulars of consult with agreement or
circumstance giving rise to an the entitle- both Parties in determination,
EN
giving rise to an entitlement ment, including an endeavour with supporting
entitlement contemporary to reach particulars If a Party is
records agreement. dissatisfied with the
Engineer to act determination the
neutrally. Party may refer what
notice of is now a dispute to
fully agree- adjudication under
notice
detailed ment or Sub-Clause 14.1
of claim
claim determi-
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nation See: Typical
Sequence of Dispute
Events Envisaged in
Clause 14
EC
SP
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Typical Sequence of Dispute Events Envisaged in Clause 14
The Contract Parties The Adjudicator Adjudicator 14.1.4 either 14.2.2

comes into appoint the receives the gives Party may issue either Party
effect Adjudicator dispute referral reasoned a “notice of may initiate

under decision dissatisfaction”* arbitration
Sub-Clause
Provided by Accuris under license with FIDIC - Uncontrolled Copy

No reproduction or networking permitted without license from Accuris
14.1.1
“The Rules”
apply
© FIDIC 2021
≤28d
SP
Typical sequence of dispute events
Rule 26
Amicable Period for decision under the Adjudicator Amicable
EC
settlement Contract Rule 24 may correct settlement
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approach decision if approach
/ Informal ≤14d relevant
assistance
of the
Adjudicator
IM
≤84d
Not for Resale, 05/24/2023 07:13:27 MDT

≤28d if hearing required ≤14d
≤56d
if no hearing required
Licensee=Ove Arup and Partners/5969159013, User=Imrith, Adhir

Adjudicator
gives
EN
amended
decision*
* In case of amended decision, the date of receipt of the amended decision shall be the start date of the 28-day period for issuing a notice of dissatisfaction
Typical Sequence of Events for Termination by the Employer under Sub-Clause 10.2
3 possible scenarios
Contractor’s Notice of
substantial failure to Notice of intention to Notice of
perform obligations, default terminate termination
constituting a material
breach of Contract
reasonable 14 days
1. Notice 2. Notice 3. Notice
under time under under
10.2.1 Event
Sub-Clause Sub-Clause Sub-Clause
10.2.1 10.2.2 10.2.2
Failure to Failure to
remedy remedy
Contractor Contractor
or to remedy to remedy Contract
terminated and
Sub-Clauses
10.2.5 and 10.4
Contractor’s breach apply
EN
of subcontracting
Notice of
or assignment
termination
provisions, insolvency
or corruption
if Sub-Clause 10.2.3 applies, the Employer may Notice

4 specific under
10.2.3 events Sub-Clause
terminate the Contract immediately upon giving notice 10.2.3
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or
Notice of
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intention to
terminate
at any time 28 days

Notice Contract
Employer’s under Sub-Clause
10.2.4 convenience Sub-Clause
terminated for
10.3.3(a) applies
convenience
10.2.4
SP
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+
Return of
performance
security
© FIDIC 2021

Typical Sequence of Events for Suspension/Termination by the Contractor under Clause 10
2 possible scenarios
Employer’s or Notice of Notice of

Engineer’s failures intention to intention to Notice of
suspend terminate (2) termination
14 days 14 days
1. Notice 2. Notice 3. Notice
4 specific under under under
10.1.2 events Sub-Clause Sub-Clause Sub-Clause
10.1.2 Or 10.3.1 10.3.1
reasonable
period in
case of Failure to Failure to
10.1.2(d) remedy remedy
Employer to
remedy Contract
or
terminated and
EN
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Contractor may suspend work or Sub-Clauses

reduce the rate of work (1) 10.3.3 and 10.4
apply
Employer’s breach
of assignment
Notice of
provisions, insolvency
IM
termination
or corruption
if Sub-Clause 10.3.2 applies, the Contractor may Notice

3 specific under
10.3.2 events Sub-Clause
terminate the Contract immediately upon giving notice 10.3.2
EC
SP
(1) in any case of suspension and in accordance with Sub-Clause 10.1.3, the Contractor’s obligations of care of the Works remain
applicable.
(2) a notice of intention to terminate can be issued even if no suspension, or reduction of the rate of work, has been effected.
© FIDIC 2021

Variation Procedure flow-chart
The Engineer may

initiate
Variations by …

Instruction Request for

of proposal
Variation giving a notice instructing a requesting a proposal of of Variation
under SC under SC
7.1.1(a) Variation under SC 7.1.1(a) Variation under SC 7.1.1(b) 7.1.1(b)
© FIDIC 2021
SP
No a Variation Yes Yes a Variation No
rejection ground rejection ground
under SC 7.1.2 under SC 7.1.2
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applies? applies?
Contractor shall
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submit a proposal
If the Contractor does
not want to submit a
proposal, it shall promptly
Contractor Contractor give reasons why it cannot
bound by the not bound to comply with the request
instruction comply Engineer
IM
consents
No Engineer willing to proceed No and Yes

No instructs the
with the Variation despite lack
Variation Variation?
of consent?
Yes

Execution of the Execution of the
EN
Variation Variation
Contract Price
Valuation of
No execution Instruction and/or Time
the Variation
of the Variation of for Completion
under SC 7.2,
unless the Variation adjusted in
with Engineer
Contractor agrees under accordance with
proceeding
to proceed SC 7.1.1(a) the Contractor’s
under SC 3.5
despite SC 7.1.2 proposal
FORM OF CONTRACT
AGREEMENT
GENERAL CONDITIONS
FIDIC
SECOND EDITION 2021
EN
GUIDANCE NOTES
Form of Contract Agreement IM
EC
SP

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Contract Agreement
AGREEMENT
CONTRACT
The Employer is ____________________________________________________________
of ____________________________________________________________
The Contractor is ____________________________________________________________

of ____________________________________________________________
CONDITIONS
GENERAL
The Employer desires the execution of certain Works known as________________________________
____________________________________________________________
OFFER
CONDITIONS
PARTICULAR
The Contractor has examined the documents listed in the Contract Data, represents that it has all the
required experience and resources and offers to execute and complete the Works, and remedy any
defects therein, in accordance with the Contract for the amount of
_____________________________________________________________________________ (in words)
EN
_________________________________________________________________ (in figures and currency)
GUIDANCE
(the “Contract Price”), which is subject to adjustments in accordance with the Contract and is all
inclusive of relevant taxes, duties and fees required to be paid by the Contractor under the Contract.
This offer, of which the Contractor has submitted two signed originals, may be accepted by the
IM
Employer by signing and returning one original of this Contract Agreement to the Contractor before:
__________________________ (date), thereby creating a legally binding contract (the “Contract”).
The documents forming the Contract are listed, in their order of priority, in the Contract Data.
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The Contractor understands that the Employer is not bound to accept the lowest or any offer received
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for the Works.
For and on behalf of the Contractor
Signature_____________________________ Full name______________________________
Capacity_____________________________ Date__________________________________
SP
ACCEPTANCE
The Employer has, by signing below, accepted the Contractor’s offer and agrees that in consideration
of the execution and completion of the Works and the remedying of any defects therein by the
Contractor, the Employer shall pay the Contractor the Contract Price at the times and in the manner
prescribed by the Contract.
In this Contract Agreement words and expressions shall have the same meaning as are respectively
assigned to them in the Contract.
The Contract comes into effect on the date when the Contractor receives one original of this Contract
Agreement signed by the Employer, which date shall be immediately confirmed by the Contractor to
the Employer.
For and on behalf of the Employer
Signature_____________________________ Full name______________________________
Capacity_____________________________ Date__________________________________
Form of Contract Agreement © FIDIC 2021

FORM OF CONTRACT
AGREEMENT
GENERAL CONDITIONS
FIDIC
SECOND EDITION 2021
EN
GUIDANCE NOTES
General Conditions
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IM
EC
SP


CONTENTS
General Conditions . . . . . . . . . . . . . . . . . . . . . 1
1 GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Definitions
1.2 Interpretation
1.3 Communications
1.4 Governing Law
1.5 Priority of and Errors or Defects in Documents
1.6 Assignment
1.7 Compliance with Laws
1.8 Confidentiality
1.9 Intellectual Property
1.10 Limitation of Liability
EN
1.11 Joint and Several Liability
2 THE EMPLOYER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.1 Access to and Possession of the Site

2.2 Site Data
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2.3 Employer’s Financial Arrangements
3 THE ENGINEER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.1 Engineer, Engineer’s Authorised Person and Assistants

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3.2 Engineer’s Duties and Authority

3.3 Engineer’s Instructions
3.4 Effect of Engineer’s Acts
3.5 Agreement or Determination
4 THE CONTRACTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SP
4.1 General Obligations

4.2 Contractor’s Representative and Other Personnel
4.3 Contractor’s Care of the Works
4.4 Subcontracting
4.5 Performance Security
4.6 Contractor’s Documents
4.7 Contractor’s Design
5 QUALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.1 Manner of Execution

5.2 Health, Safety and Environment
5.3 Quality Assurance
5.4 Inspection and Testing
5.5 Remedying Defects
5.6 Performance Certificate
i
General Conditions © FIDIC 2021
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6 TIME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.1 Execution of the Works

6.2 Programme
6.3 Advance Warning
6.4 Extension of Time for Completion
6.5 Delay Damages
6.6 Exceptional Events
7 VARIATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.1 Right to Vary

7.2 Valuation of Variations
8 PAYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.1 Valuation of the Works

8.2 Advance Payment
EN
8.3 Statements
8.4 Interim Payments
8.5 Release of Retention Money
8.6 Final Payment
8.7 Delayed Payment
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8.8 Changes in Cost
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9 TAKING-OVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.1 Completion
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9.2 Taking-Over Certificate

9.3 Taking-Over Parts of the Works
10 SUSPENSION AND TERMINATION. . . . . . . . . . . . . . . . . . . 19
10.1 Suspension
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10.2 Termination by Employer

10.3 Termination by Contractor
10.4 Payment after termination
11 RISK AND RESPONSIBILITY. . . . . . . . . . . . . . . . . . . . . . . . 21
11.1 Employer’s Risks and Contractor’s Entitlements

11.2 Contractor’s Risks and Employer’s Entitlements
11.3 Indemnities
12 INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
12.1 Extent of Cover

12.2 Failure to Insure
ii © FIDIC 2021 Short Form of Contract Second Edition

13 CLAIMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
13.1 Right to Claim

13.2 Claim Procedure
13.3 Duty to Mitigate
14 DISPUTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
14.1 Adjudication
14.2 Arbitration
Rules for Adjudication
Form of Adjudicator’s Agreement
Index of Sub-Clauses
EN
IM
EC
SP
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iii

AGREEMENT
CONTRACT
General Conditions
1
General Provisions
CONDITIONS
GENERAL
1.1
Definitions In the Contract as defined below, the words and expressions defined shall have the
following meanings assigned to them, except where the context requires otherwise:
1.1.1 “Adjudicator” means the person appointed under Sub-Clause 14.1
CONDITIONS
PARTICULAR
[ Adjudication ].
1.1.2 “Adjudicator’s Agreement” means the agreement signed or deemed to

have been signed by both Parties and the Adjudicator.
EN
1.1.3 “Base Date” means the date 28 days before the latest date for submission
GUIDANCE
of the tender.
NOTES
1.1.4 “Commencement Date” means the date as stated in the Engineer’s notice
issued under Sub-Clause 6.1.1.
1.1.5 “Conditions of Contract” or “these Conditions” means these General

IM
Conditions and the Particular Conditions.
1.1.6 “Contract” means the Contract Agreement and the other documents listed
in the Contract Data.
EC
1.1.7 “Contract Agreement” means the agreement entered into by both Parties,
and which includes the offer of the Contractor and the acceptance of the
Employer.
1.1.8 “Contract Data” means the pages entitled contract data which constitute
Part A of the Particular Conditions.
SP
1.1.9 “Contract Price” means the agreed amount stated in the Contract
Agreement for the execution of the Works, and includes adjustments (if any)
in accordance with the Contract.
1.1.10 “Contractor” means the person(s) named as contractor in the Contract

Data and the legal successors in title of such person(s).
1.1.11 “Contractor’s Documents” means the documents prepared by the

Contractor under the Contract including calculations, computer programs
and other software, design, digital files, drawings, manuals, models,
specifications and other documents of a technical nature.
1.1.12 “Contractor’s Equipment” means all apparatus, equipment, machinery,

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construction plant, vehicles, and other items required by the Contractor for
the execution of the Works. Contractor’s Equipment excludes Temporary
Works, Plant, Materials and any other things intended to form or forming
part of the Permanent Works.
1.1.13 “Cost” means all expenditure reasonably incurred (or to be incurred) by the
Contractor in performing the Contract, whether on or off the Site, including

1
taxes, overheads (including, as the case may be, Prolongation Cost) and
AGREEMENT
similar charges, but does not include profit. Where the Contractor is entitled
CONTRACT
under a Sub-Clause of these Conditions to payment of Cost, it shall be

added to the Contract Price.
1.1.14 “Cost Plus Profit” means Cost plus the applicable percentage for profit
stated in the Contract Data (if not stated, five percent (5%) of the Cost).
CONDITIONS
GENERAL
1.1.15 “Country” means the country in which the Site (or most of it) is located,
where the Permanent Works are to be executed.
1.1.16 “day” means a calendar day.
1.1.17 “Date of Completion” means the date stated in the Taking-Over Certificate
CONDITIONS
PARTICULAR
issued by the Engineer under Sub-Clause 9.2.1(a), or the date when the
Taking-Over Certificate is issued under Sub-Clause 9.3.1 or deemed to have
been issued under Sub-Clause 9.3.2.
1.1.18 “Defects Notification Period” or “DNP” means the period for notifying
EN
defects and/or damage in the Works or a Section or a part thereof (as the
GUIDANCE
case may be) under Sub-Clause 5.5.1, as stated in the Contract Data (if not
NOTES
stated, 365 days), calculated from the Date of Completion of the Works or a
Section or a part thereof, and as may be extended under Sub-Clause 5.5.2.
1.1.19 “Drawings” means the drawings prepared by (or on behalf of) the Employer
for the Works included in the Contract, and any additional and modified
IM
drawings issued by (or on behalf of) the Employer in accordance with the
Contract.
1.1.20 “Employer” means the person named as the employer in the Contract Data
and the legal successors in title to this person.
EC
1.1.21 “Employer’s Risks” means the risks listed in Sub-Clause 11.1 [ Employer’s
Risks and Contractor’s Entitlements ].
1.1.22 “Engineer” means the person named in the Contract Data appointed by
the Employer to act as the Engineer for the purposes of the Contract, or any
SP
replacement appointed by the Employer and notified to the Contractor, and

who is deemed to be part of the Employer’s personnel.
1.1.23 “Exceptional Event” means an event or circumstance which:
(i) is beyond a Party’s control;

(ii) such Party could not reasonably have provided against before entering
into the Contract;
(iii) having arisen, such Party could not reasonably have avoided or
overcome; and
(iv) is not substantially attributable to the other Party.
1.1.24 “Extension of Time” or “EOT” means an extension of the Time for

Completion under Sub-Clause 6.4 [ Extension of Time for Completion ].
1.1.25 “General Conditions” means this document entitled “General Conditions”,

as published by FIDIC.
1.1.26 “Goods” means Contractor’s Equipment, Materials, Plant and Temporary

Works, or any of them as appropriate.
2 © FIDIC 2021
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Short Form of Contract Second Edition

1.1.27 “Laws” means all national (or state or provincial) legislation, statutes, acts,
AGREEMENT
decrees, rules, ordinances, orders, treaties, international law and other laws,
CONTRACT
and regulations and by-laws of any legally constituted public authority.
1.1.28 “Materials” means things of all kinds (other than Plant), whether on the Site
or otherwise allocated to the Contract and intended to form or forming part
of the Permanent Works.
CONDITIONS
GENERAL
1.1.29 “No-objection” means that the Engineer has no objection to the Contractor’s
Documents, including design (if any), which may then be used for the Works.
1.1.30 “Particular Conditions” means the document entitled particular conditions

of contract included in the Contract, which consists of Part A – Contract
Data and Part B (if any) – Special Provisions.
CONDITIONS
PARTICULAR
1.1.31 “Party” means either the Employer or the Contractor, as the context requires.
“Parties” means both the Employer and the Contractor.
EN
1.1.32 “Performance Certificate” means the certificate issued by the Engineer
GUIDANCE
under Sub-Clause 5.6 [ Performance Certificate ].
NOTES
1.1.33 “Permanent Works” means the works of a permanent nature which are to
be executed by the Contractor under the Contract.
IM
1.1.34 “Plant” means the apparatus, equipment, machinery and vehicles (including
any components) whether on the Site or otherwise allocated to the Contract
and intended to form or forming part of the Permanent Works.
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1.1.35 “Prolongation Cost” or “PGC” means on-Site and off-Site overheads

associated with a compensable EOT, as stated in the Contract Data.
EC
1.1.36 “Schedules” means the document(s) entitled schedules prepared by the

Employer and completed by the Contractor and included in the Contract.
Such document(s) may include data, lists, bill of quantities, schedules of
payment and/or rates and prices, and guarantees.
SP
1.1.37 “Section” means a part of the Works specified in the Contract Data as a
Section (if any).
1.1.38 “Site” means the places where the Permanent Works are to be executed
and to which Plant and Materials are to be delivered, and any other places
specified in the Contract as forming part of the Site.
1.1.39 “Special Provisions” means the document (if any) entitled special provisions
which constitutes Part B of the Particular Conditions.
1.1.40 “Specification” means the document prepared by (or on behalf of) the
Employer and entitled specification as listed in the Contract Data, which
specifies the Works and includes the Employer’s design and/or the
Employer’s requirements if any design is to be carried out by the Contractor,
and any additions and modifications to the specification in accordance with
the Contract.
1.1.41 “Taking-Over Certificate” means a certificate issued (or deemed to be

issued) by the Engineer in accordance with Clause 9 [ Taking-Over ].

3
1.1.42 “Temporary Works” means all temporary works of every kind (other than
AGREEMENT
Contractor’s Equipment) required on Site for the execution of the Works.

CONTRACT
1.1.43 “Time for Completion” means the time for completing the Works or a
Section (as the case may be) as stated in the Contract Data and as may
be extended under Sub-Clause 6.4 [ Extension of Time for Completion ],
calculated from the Commencement Date.
CONDITIONS
GENERAL
1.1.44 “Unforeseeable” means not reasonably foreseeable by an experienced

contractor by the Base Date.
1.1.45 “Variation” means any change to the Specification and/or the Drawings or
the Works, which is instructed as a variation under Clause 7 [ Variations ].
CONDITIONS
PARTICULAR
1.1.46 “Works” means the Permanent Works and the Temporary Works, or either
of them as appropriate.
1.2
Interpretation 1.2.1 Words indicating persons or parties shall be interpreted as referring to
EN
natural and legal persons (including corporations and other legal entities).
GUIDANCE
Words indicating the singular or one gender shall include the plural or the
NOTES
other gender, and vice versa, where the context requires.
1.2.2 “may” means that the Party or person referred to has the choice of whether
to act or not in the matter referred to; “shall” means that the Party or person
IM
referred to has an obligation under the Contract to perform the duty referred
to.
1.2.3 The marginal words and other headings shall not be taken into consideration
in the interpretation of these Conditions.
EC
1.3
Communications Wherever provision is made for the giving or issue of any notice, instruction,
determination, agreement, No-objection, consent, certificate, claim,
discharge, proposal, statement or any other similar type of communication
by any person, such communication shall:
SP
(a) be in writing and in the language stated in the Contract Data (if not
stated, the language of these Conditions);
(b) be sent by one of the methods and to the addresses stated in the
Contract Data, or to any changed address subsequently notified by a
Party;
(c) not be unreasonably withheld or delayed; and
(d) have effect when it is received at the recipient’s address under
sub-paragraph (b) above (or deemed to have been received). An
electronically transmitted communication is deemed to have been
received on the day of transmission, provided no non-delivery
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notification was received by the sender.

When a notice or certificate is issued by a Party or the Engineer, a copy shall
be sent to the Engineer or the other Party, as the case may be.
1.4
Governing Law The Contract shall be governed by the law of the country (or other jurisdiction)
stated in the Contract Data (if not stated, the law of the Country), excluding
any conflict of law rules.
1.5
4 © FIDIC 2021 Short Form of Contract Second Edition

Priority of and Errors or
Defects in Documents 1.5.1 The documents forming the Contract are to be taken as mutually explanatory
AGREEMENT
CONTRACT
of one another. If there is any conflict, ambiguity or discrepancy in or between
the documents,
(a) the document of higher priority shall prevail. The priority of the
documents shall be in accordance with the order as listed in the
Contract Data; and
CONDITIONS
(b) the Engineer shall issue the necessary clarification or instruction.
GENERAL
1.5.2 If a Party (or the Engineer) becomes aware of an error or defect (whether of
a technical nature or otherwise) in a document which was prepared for use
in the execution of the Works, the Party (or the Engineer) shall promptly give
a notice of such error or defect to the Engineer and the other Party (or to the
Parties). The Party responsible for the error or defect shall then rectify the
CONDITIONS
PARTICULAR
error or defect in accordance with the Contract, without delay and at its risk
and cost.
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1.6
Assignment Neither Party shall assign the whole or any part of the Contract or any benefit
EN
or interest in or under the Contract without the prior written agreement of
GUIDANCE
the other Party, except for any assignment of any right to any moneys due or
NOTES
becoming due under the Contract as security in favour of a bank or financial
institution.
1.7
IM
Compliance with Laws 1.7.1 The Contractor and the Employer shall, in performing the Contract, comply
with all applicable Laws.
1.7.2 Each Party shall obtain permits and licences, and give notices, as required
by the applicable Laws and as stated in the Contract Data and pay all
EC
associated fees accordingly. Each Party shall provide reasonable assistance

to the other Party in this respect.
1.8
Confidentiality Save to the extent necessary to carry out either Party’s obligations under
the Contract and/or applicable Laws, neither Party nor the Engineer shall
SP
disclose or cause or permit to disclose to third parties any confidential

information, including all documents forming the Contract, or intellectual
property of the other Party without the other Party’s prior consent, except
where the information:
(a) was already in that Party’s possession without an obligation of

confidentiality before receipt from the other Party;
(b) becomes generally available to the public through no breach of these
Conditions; or
(c) is lawfully obtained by the Party from a third party which is not bound
by an obligation of confidentiality.
1.9
Intellectual Property 1.9.1 Any intellectual property owned by a Party prior to, or created by a Party
after, the date when the Contract comes into effect shall remain the property
of that Party.
1.9.2 The Contractor shall be deemed (by signing the Contract Agreement) to give
to the Employer a non-terminable, transferable, non-exclusive, royalty-free
licence to copy, use and communicate the documents prepared by the
Contractor under the Contract, including making and using modifications of

5
them. This licence shall:
AGREEMENT
CONTRACT
(a) apply throughout the actual or intended operational life (whichever is

longer) of the relevant parts of the Works; and
(b) entitle any person in proper possession of the relevant part of the
Works to copy, use and communicate the documents prepared by the
Contractor under the Contract for the sole purposes of completing,
operating, maintaining, altering, adjusting, repairing and demolishing
CONDITIONS
the Works.
GENERAL
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1.10
Limitation of Liability 1.10.1 Neither Party shall be liable to the other Party for loss of use of any Works,
loss of profit, loss of any contract or for any indirect or consequential loss
CONDITIONS
PARTICULAR
or damage which may be suffered by the other Party in connection with the
Contract, other than under Sub-Clause 6.5 [ Delay Damages ], sub-paragraph
(a) of Sub-Clause 7.1.2, sub-paragraphs (b) and (c)(ii) of Sub-Clause 10.4.1,
and Sub-Clause 11.3 [ Indemnities ].
1.10.2 The total liability of the Contractor to the Employer under or in connection
EN
with the Contract, other than under Sub-Clause 11.3 [ Indemnities ], shall not
GUIDANCE
exceed the sum stated in the Contract Data or (if a sum is not so stated) the
NOTES
Contract Price stated in the Contract Agreement.
1.10.3 This Sub-Clause shall not limit liability in any case of fraud, gross negligence,
deliberate default or reckless misconduct by the defaulting Party.
IM
1.11
Joint and
Several Liability If the Contractor constitutes a joint venture, consortium or other
unincorporated grouping of two or more persons, these persons shall
EC
be jointly and severally liable to the Employer for the performance of the
Contractor’s obligations under the Contract.
2
The Employer
SP
2.1
Access to and
possession of the Site 2.1.1 The Employer shall give the Contractor right of access to, and possession
of, all parts of the Site within the time (or times) stated in the Contract
Data (if not stated, 14 days after the Commencement Date). The right and
possession may not be exclusive to the Contractor.
2.1.2 The Contractor shall be responsible for any access to, and/or possession
and use of, any area (such as access routes) located outside the Site that it
may require.
2.1.3 The Employer shall be responsible for ensuring that the Employer’s personnel
and the Employer’s other contractors (if any) on or near the Site co-operate
with the Contractor.
2.2
Site Data 2.2.1 The Employer shall have made available to the Contractor for information,
before the Base Date, all relevant data in the Employer’s possession on
the topography of the Site and on sub-surface, hydrological, climatic and
environmental conditions at the Site. The Employer shall also promptly make

available to the Contractor all such data which comes into the Employer’s
AGREEMENT
possession after the Base Date. The Contractor shall be responsible for
CONTRACT
interpreting all such data.
2.2.2 To the extent which was practicable (taking account of cost and time), the
Contractor shall be deemed to have obtained all necessary information as to
risks, contingencies and other circumstances which may influence or affect
the tender or Works. To the same extent, the Contractor shall be deemed to
CONDITIONS
have inspected and examined the Site, access to the Site, its surroundings,
GENERAL
the above data and other available information, and to have been satisfied
before submitting the tender as to all matters relevant to the execution of the
Works.
2.3
CONDITIONS
PARTICULAR
Employer’s Financial
Arrangements The Employer shall submit within 28 days after receiving a reasonable request
from the Contractor, reasonable evidence that financial arrangements have
been made and are being maintained which will enable the Employer to fulfil
its payment obligations under the Contract.
3
EN
GUIDANCE
NOTES
The Engineer
3.1
IM
Engineer, Engineer’s
Authorised Person
and Assistants 3.1.1 The Employer shall appoint the Engineer, who shall carry out the duties
assigned to, and shall be vested with all the authority necessary to act as,
the Engineer in the Contract. If the Engineer is a legal entity, the Engineer
EC
shall notify the Contractor of the name and particulars of the Engineer’s
authorised person (unless already named in the Contract Data), who is a
natural person authorised to act on the Engineer’s behalf under the Contract.
3.1.2 The Engineer, or the Engineer’s authorised person (as the case may be),
shall have suitable qualifications, experience and competence to act as the
Engineer under the Contract and shall be fluent in the language referred to
SP
in Sub-Clause 1.3 [ Communications ].
3.1.3 The Engineer may assign specific duties and authority to assistants, who
shall be suitably qualified, experienced and competent natural persons,
and who shall be fluent in the language referred to in Sub-Clause 1.3
[ Communications ]. The Engineer may also revoke such assignment. The
assignment or revocation shall take effect when notified to the Parties.
The Engineer shall not assign its authority to act under Sub-Clause 3.5
[ Agreement or Determination ].
3.2
Engineer’s Duties
and Authority 3.2.1 Except as otherwise stated in these Conditions, the Engineer shall act as a
skilled professional and shall be deemed to act for the Employer.
3.2.2 If the Engineer is required to obtain any consent from the Employer before
exercising a specified authority, those requirements shall be as stated in
the Contract Data. However, whenever the Engineer exercises any such
specified authority, then (for the purposes of the Contract) such consent
shall be deemed to have been given. The Employer shall not impose further
constraints on the Engineer’s authority.
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3.2.3 The Engineer has no authority to amend the Contract or, except as otherwise
AGREEMENT
stated in these Conditions, to relieve either Party of any duty, obligation or

CONTRACT
responsibility under or in connection with the Contract.
3.3
Engineer’s Instructions 3.3.1 The Contractor shall comply with the instructions given by the Engineer
(or by the Engineer’s authorised person or assistants to whom appropriate
CONDITIONS
authority has been delegated), on any matter related to the Contract.

GENERAL
3.3.2 If an instruction constitutes a Variation, Clause 7 [ Variations ] shall apply.
3.4
Effect of Engineer’s Acts Any acceptance, agreement, approval, check, certificate, comment, consent,
CONDITIONS
PARTICULAR
disapproval, examination, inspection, instruction, notice, No-objection,

record(s) of meeting, permission, proposal, record, reply, report, request,
review, test, valuation, or similar act (including the absence of any such act)
by the Engineer, the Engineer’s authorised person or any assistant shall
not relieve the Contractor from any duty, obligation or responsibility the
Contractor has under or in connection with the Contract.
EN
GUIDANCE
3.5
NOTES
Agreement or
Determination 3.5.1 Whenever these Conditions provide that the Engineer shall proceed in
accordance with this Sub-Clause to agree or determine any matter, the
Engineer shall act neutrally between the Parties and shall not be deemed
IM
to act for the Employer. The Engineer shall consult with both Parties in an
endeavour to reach agreement. If agreement is not achieved, the Engineer
shall make a fair determination in accordance with the Contract, taking due
regard of all relevant circumstances.
EC
3.5.2 Except as otherwise stated in these Conditions, the Engineer shall give notice
to both Parties of each agreement or determination, with supporting particulars,
within 42 days from the receipt of the corresponding fully detailed claim, or
Variation proposal under Sub-Clause 7.1.1(a). Each Party shall give effect to each
agreement or determination unless and until revised under Clause 14 [ Disputes ].
4
SP
The Contractor
4.1
General Obligations 4.1.1 Except as otherwise stated in these Conditions, the Contractor shall execute
the Works in accordance with the Contract. The Contractor shall provide
all supervision, labour, and Goods required to fulfil its obligations under the
Contract. To the extent consistent with the Laws of the Country, all Plant and
Materials on Site shall be deemed to be the property of the Employer.
4.1.2 The Contractor shall be responsible for the adequacy, stability and safety of
all Site operations and of all methods of construction. The Contractor shall
be responsible for the correct positioning of all parts of the Works, and shall
verify any original setting-out points, lines and levels of reference, specified
in the Contract or notified by the Engineer (if any), and shall rectify any error
therein. Except to the extent specified in the Contract, the Contractor shall be
responsible for all Contractor’s Documents and all Temporary Works, but shall
not be responsible for the design or specification of the Permanent Works.
4.1.3 The Contractor shall confine the Contractor’s operations to the Site, and
to any additional areas which may be obtained by the Contractor and
8 © FIDIC 2021
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acknowledged by the Engineer as working areas. The Contractor shall not
AGREEMENT
interfere unnecessarily or improperly with the convenience of the public.
CONTRACT
4.1.4 The Contractor shall, as specified in the Contract or as instructed by the
Engineer, co-operate with the Employer’s personnel and with any other
contractors employed by the Employer and with any authority or any utility
company who may be employed in the carrying out of any work, on or near
the Site.
CONDITIONS
GENERAL
4.2
Contractor’s Representative
and Other Personnel 4.2.1 Unless already named in the Contract Data, the Contractor shall, before the
Commencement Date, submit to the Engineer for consent the name and
CONDITIONS
PARTICULAR
particulars of the natural person authorised to act on the Contractor’s behalf
under the Contract.
4.2.2 The Contractor’s personnel shall be appropriately qualified, skilled,

experienced and competent in their respective trades or occupations. The
Contractor’s representative and other key personnel shall be fluent in the
EN
language referred to in Sub-Clause 1.3 [ Communications ].
GUIDANCE
NOTES
4.3
Contractor’s Care
of the Works 4.3.1 The Contractor shall be responsible for the security of the Site. The Contractor
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shall take full responsibility for the care of the:
IM
(a) Works, including any Section (if any) and other part thereof; and
(b) Goods and Contractor’s Documents
from the Commencement Date until the date of issue (or deemed issuance,
in accordance with Sub-Clause 9.3 [ Taking-Over Parts of the Works ]) of
EC
the relevant Taking-Over Certificate, when responsibility for the care of the
Works, any Section (if any) or other part thereof shall pass to the Employer.
4.3.2 If any loss or damage occurs to the Works, Goods or Contractor’s

Documents during the period when the Contractor is responsible for their
care, from any cause whatsoever except as stated in Sub-Clause 11.1.3(a),
SP
the Contractor shall rectify the loss or damage at the Contractor’s own risk
and cost, so that the Works, Goods or Contractor’s Documents (as the case
may be) comply with the Contract. The Contractor shall also be liable for
such loss or damage caused by the Contractor after the date of issue (or
deemed issuance, in accordance with Sub-Clause 9.3 [ Taking-Over Parts of
the Works ]) of the relevant Taking-Over Certificate.
4.3.3 If the loss or damage occurs as a result of any cause stated in Sub-Clause
11.1.3(a), the Contractor shall rectify any such loss or damage that may arise
to the extent instructed by the Engineer under Clause 7 [ Variations ].
4.4
Subcontracting 4.4.1 The Contractor shall not subcontract the whole of the Works. The Contractor
shall not subcontract any part of the Works without the prior consent of
the Engineer, except for subcontractors named in the Contract Data or for
suppliers of Materials.
4.4.2 The Contractor shall be responsible for the work of all subcontractors, for
managing and co-ordinating all the subcontractors’ works, and for the acts
or defaults of any subcontractor, any subcontractor’s agents or employees,
as if they were the acts or defaults of the Contractor.

9
4.4.3 If any subcontractor’s obligation to the Contractor extends beyond the
AGREEMENT
expiry date of the relevant DNP, the Contractor shall assign the benefit of
CONTRACT
such obligation to the Employer. Each subcontract shall include provisions

permitting such assignment, as well as the assignment set out under
Sub-Clause 10.2.5 in the event of termination.
4.5
CONDITIONS
Performance
GENERAL
Security 4.5.1 Within 28 days after the date the Contract comes into effect, the Contractor
shall deliver to the Employer a performance security in the amount (if any)
stated in the Contract Data from a third party to which the Employer gives
consent, and in the form annexed to the Particular Conditions (or in another
form agreed by the Employer).
CONDITIONS
PARTICULAR
4.5.2 The Employer shall not make a claim under the performance security, except:
(a) for amounts due to the Employer under the Contract which the
Contractor fails to pay;
(b) in circumstances which entitle the Employer to terminate the Contract
EN
under Sub-Clause 10.2.2 or Sub-Clause 10.2.3, irrespective of
GUIDANCE
whether a notice of termination has been given; or

NOTES
(c) in case of failure by the Contractor to extend the validity (if any) of the
performance security if the Contractor has not become entitled to
receive the Performance Certificate by the date 28 days prior to the
expiry date (if any) of the performance security.
IM
In the event of sub-paragraphs (b) and (c), the Employer may claim the
full amount of the performance security. Once the amounts for which
the Employer is entitled under the Contract have been established, the
Employer shall return to the Contractor any excess amount left over from
the performance security.
EC
4.5.3 The Employer shall indemnify and hold the Contractor harmless against and
from all damages, losses and expenses (including legal fees and expenses)
resulting from a claim under the performance security to the extent that the
Employer was not entitled to make the claim.
SP
4.5.4 The Employer shall return the performance security to the Contractor within
21 days after receiving a copy of the Performance Certificate.
4.6
Contractor’s
Documents 4.6.1 Contractor’s Documents shall be submitted to the Engineer for review in
accordance with the Contract. Within the relevant review period stated in the
Specification (if not stated, 14 days), the Engineer shall give a notice to the
Contractor:
(a) of No-objection, with or without comments. The Contractor shall
resubmit all commented Contractor’s Documents, taking these
comments into account; or
(b) that the Contractor’s Documents fail (to the extent stated) to comply
with the Contract, with reasons. The Contractor shall thereafter
promptly rectify and resubmit the relevant Contractor’s Documents to
the Engineer for review in accordance with this Sub-Clause.
If the Engineer gives no notice within the review period, the Engineer shall be
deemed to have given a notice of No-objection.
4.6.2 The Contractor shall not commence execution of the Works corresponding
to the submitted Contractor’s Document until a notice of No-objection is

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given (or deemed to have been given).
AGREEMENT
CONTRACT
4.7
Contractor’s Design 4.7.1 The Contractor shall design the Works to the extent (if any) stated in the
Contract. The Contractor undertakes that the design will be in accordance
with all applicable Laws and with the documents forming the Contract, as
altered or modified by Variations.
CONDITIONS
4.7.2 The Contractor shall be responsible for both its tendered design (if any) and
GENERAL
for the design under this Sub-Clause (if any), and the corresponding Works
shall be, when completed, fit for the purpose(s) for which they are intended,
as defined and described in the Contract (or, where no purpose(s) is (are) so
defined and described, fit for their ordinary purpose(s)).
CONDITIONS
PARTICULAR
5.1
5
Quality
EN
Manner of Execution The Contractor shall execute the Works in the manner (if any) specified in the
Contract, and in a proper workmanlike and careful manner in accordance
GUIDANCE
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with recognised good practice.
NOTES
5.2
Health, Safety
IM
and Environment The Contractor shall comply with all applicable health, safety and
environmental Laws, and the relevant obligations specified in the Contract.
5.3
Quality Assurance The Contractor shall comply with the quality assurance obligations (if any)
EC
specified in the Contract, and in accordance with recognised good practice.
5.4
Inspection
and Testing 5.4.1 The Employer, the Engineer and any of their assistants shall, during all the
working hours stated in the Contract Data and at all other reasonable times,
SP
have full access to the Site and the Works. They shall be entitled to inspect
and test the Works, and the Materials and Plant (whether on or off the Site).
5.4.2 The Contractor shall carry out all tests specified in the Contract.
5.4.3 In addition to the provisions of Sub-Clause 5.4.2, the Engineer may give
instruction as to the uncovering and/or testing of any work. Unless as a
result of any uncovering and/or testing it is established that the Contractor’s
design, Materials, Plant or workmanship are not in accordance with the
Contract, the instruction shall constitute a Variation and Clause 7 [ Variations ]
shall apply.
5.5
Remedying Defects 5.5.1 The Engineer (or, if during the DNP, the Employer) may, at any time prior
to the expiry of the DNP, instruct the Contractor to remedy any defect or
damage in any part of the Works or the Contractor’s Documents. The
Contractor shall comply with the instruction as soon as practicable, and
within the reasonable time (if any) specified in the instruction. The Contractor
shall do so at its own risk and cost, provided that it is responsible for the
defect or damage. Otherwise, the instruction shall constitute a Variation and
Clause 7 [ Variations ] shall apply.

11
5.5.2 The Employer shall be entitled subject to Clause 13 [ Claims ] to an extension
AGREEMENT
of the DNP, if the defect or damage occurs during the DNP and if and to the
CONTRACT
extent that the Works, Section or a major item of Plant (as the case may
be) cannot be used for its intended purpose(s) by reason of such defect or
damage.
5.5.3 If the Contractor fails to comply with the Engineer’s (or Employer’s, as
the case may be) instruction to remedy a defect or damage for which the
CONDITIONS
Contractor is responsible, the Employer shall be entitled, subject to Clause

GENERAL
13 [ Claims ], to:
(a) carry out, itself or by others, all necessary remedial work at the
Contractor’s cost; or
(b) a reasonable reduction in the Contract Price, if at taking-over or during
CONDITIONS
PARTICULAR
the DNP the Employer accepts the defect or damage.

5.6
Performance Certificate Within 21 days after:
(a) the latest of the expiry dates of the Defects Notification Periods; and
EN
(b) the Contractor has supplied all the Contractor’s Documents,
GUIDANCE
completed and tested all the Works (including remedying any defects)
NOTES
in accordance with the Contract, and cleared the Site leaving it in

clean and safe condition,
the Engineer shall issue a Performance Certificate to the Contractor. Only
the Performance Certificate shall be deemed to constitute acceptance of the
IM
Works.
Time
6
EC
6.1
Execution of the Works 6.1.1 The Engineer shall give not less than 7 days’ notice of the Commencement
Date to the Contractor. Unless otherwise stated in the Particular Conditions,
the Commencement Date shall be within 28 days after the date when the
Contract comes into effect.
SP
6.1.2 The Contractor shall commence the execution of the Works as soon as
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practicable after the Commencement Date, and shall then proceed with the
Works with due expedition and without delay and shall complete the Works
and Sections (if any) within the relevant Time for Completion.
6.2
Programme 6.2.1 Within the time stated in the Contract Data (if not stated, 14 days from the
Engineer’s notice of the Commencement Date), the Contractor shall submit
to the Engineer for review an initial programme for the Works in the form
stated in the Contract Data. The Contractor shall also submit a revised
programme whenever the previous programme is inconsistent with actual
progress or with the Contractor’s obligations.
6.2.2 Unless the Engineer gives a notice to the Contractor within 14 days after the
Engineer’s receipt of the programme (whether initial or revised), stating the
extent to which it does not comply with the Contract, the Contractor shall
proceed in accordance with that programme, subject to the Contractor’s
other obligations under the Contract.
6.2.3 No work shall be carried out on the Site outside the working hours stated in
the Contract Data, unless otherwise consented by the Engineer.

6.3
AGREEMENT
Advance Warning Each Party shall advise the other and the Engineer, and the Engineer shall
CONTRACT
advise the Parties, in advance of any known or probable future events or
circumstances which may delay or disrupt the execution of the Works, or
increase the Contract Price.
6.4
CONDITIONS
Extension of Time
GENERAL
for Completion 6.4.1 The Contractor shall be entitled, subject to Clause 13 [ Claims ], to an EOT
if and to the extent that completion for the purposes of Sub-Clause 9.2
[ Taking-Over Certificate ] is or will be delayed by any of the following causes:
(a) any of the Employer’s Risks;
CONDITIONS
PARTICULAR
(b) any Variation (except that there shall be no requirement to comply
with Clause 13 [ Claims ]); or
(c) a cause of delay giving an entitlement to EOT under a Sub-Clause of
these Conditions.
6.4.2 When determining each EOT, the Engineer shall review previous agreements,
EN
or determinations under Sub-Clause 3.5 [ Agreement or Determination ],
GUIDANCE
and may increase, but shall not decrease, the total EOT or the Time for
NOTES
Completion.
6.5
Delay Damages 6.5.1 If the Contractor fails to complete the Works or any Section within the relevant
IM
Time for Completion, the Employer shall be entitled, subject to Clause 13
[ Claims ], to payment of delay damages by the Contractor for such default.
Delay damages shall be the amount stated in the Contract Data, which
shall be paid for every day which shall elapse between the relevant Time for
Completion and the relevant Date of Completion of the Works or Section.
EC
The total amount due under this Sub-Clause shall not exceed the maximum
amount (if any) stated in the Contract Data.
6.5.2 However, after the taking-over of any part of the Permanent Works under
Sub-Clause 9.3 [ Taking-Over Parts of the Works ], the amount stated in the
Contract Data for each day of delay shall be reduced in the proportion that
the value of the taken-over part bears to the total value of the Works or
SP
Section, as the case may be.
6.5.3 These delay damages shall be the only damages due from the Contractor
for such default, other than in the event of termination under Sub-Clause
10.2.2 or Sub-Clause 10.2.3 before completion of the Works. These delay
damages shall not relieve the Contractor from the obligation to complete
the Works, or from any other duties, obligations or responsibilities which the
Contractor may have under or in connection with the Contract.
6.6
Exceptional Events 6.6.1 If a Party is or will be prevented from performing any obligations under the
Contract due to an Exceptional Event, such affected Party shall give notice
as soon as practicable to the other Party of such an Exceptional Event and
shall specify the obligations, the performance of which is or will be prevented.
6.6.2 Subject to compliance with the notice requirements above, the affected
Party shall be excused from performance of the prevented obligations for so
long as such Exceptional Event prevents the affected Party from performing
them. Other than performance of the prevented obligations, the affected
Party shall not be excused from performance of all other obligations under
General Conditions
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© FIDIC 2021
13
the Contract. In particular, the obligations of either Party to make payments
AGREEMENT
due to the other Party under the Contract shall not be excused by an
CONTRACT
Exceptional Event.
6.6.3 If the execution of substantially all the Works in progress is prevented for a
continuous period of 84 days by reason of an Exceptional Event of which
notice has been given under this Sub-Clause, or for multiple periods which
total more than 140 days due to the same Exceptional Event, then either
CONDITIONS
Party may give to the other Party a notice of termination of the Contract
GENERAL
and termination shall take effect 7 days after the notice is received by the
other Party. The Parties shall then proceed in accordance with Sub-Clause
10.3.3 and Sub-Clause 10.4 [ Payment after Termination ] but the Contractor
shall not be entitled to the amount stated under Sub-Clause 10.4.1(c)(ii), and
the Employer shall not be entitled to the amount stated under Sub-Clause
CONDITIONS
PARTICULAR
10.4.1(b).
7
Variations
EN
7.1
GUIDANCE
Right to Vary 7.1.1 The Engineer may initiate Variations at any time before the issue of the
NOTES
Taking-Over Certificate for the Works, except as otherwise stated under

Sub-Clause 5.5.1, either by:
(a)
instructing a Variation by giving a notice to the Contractor describing
IM
the required change, in which case the Contractor, subject to
Sub-Clause 7.1.2, shall be bound by and shall execute the Variation
with due expedition and without delay, and shall submit a proposal
for adjustment to the Time for Completion and the Contract Price, if
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any. Valuation of the Variation shall be carried out in accordance with
EC
Sub-Clause 7.2 [ Valuation of Variations ], and shall not be a condition

precedent for the execution of the Variation; or
(b) requesting a proposal from the Contractor, in which case the
Contractor shall, as soon as practicable, either:
(i) submit a proposal, including the Contractor’s description of
the varied work, and proposal for adjustment to the Time for
SP
Completion and the Contract Price, if any. The Engineer shall

respond by giving a notice to the Contractor, stating its consent
or otherwise:
(1) if consent is given, the Engineer shall instruct the Variation
and the Contractor shall be bound by and shall execute
the Variation with due expedition and without delay. The
Contract Price and the Time for Completion shall be
adjusted accordingly; or
(2) if otherwise, the Engineer may nevertheless instruct
the Variation despite the lack of consent (in which case
sub-paragraph (a) above shall apply);
or
(ii) promptly give reasons, with detailed supporting particulars, why
the Contractor cannot comply by reference to the matters set out
under Sub-Clause 7.1.2.
The Contractor shall not delay any work whilst awaiting the Engineer’s
response.

7.1.2 Unless otherwise agreed by the Parties, the Engineer shall not instruct, and
AGREEMENT
the Contractor shall not be bound by, a Variation which:
CONTRACT
(a) results in the omission of any work which the Employer then intends
to carry out by itself, or by others, unless the Employer pays the
Contractor any incurred Cost related to such omission, plus an
amount equivalent to 10% of the value of the omitted work;
(b) was Unforeseeable having regard to the scope and nature of the
CONDITIONS
Works described in the Specification; or
GENERAL
(c) will adversely affect the Contractor’s ability to comply with Sub-Clause
5.2 [ Health, Safety and Environment ].
7.2
CONDITIONS
PARTICULAR
Valuation of Variations 7.2.1 The Engineer shall proceed in accordance with Sub-Clause 3.5 [ Agreement
or Determination ] to agree or determine the adjustment (if any) to the Contract
Price and/or an EOT (if any, subject to Sub-Clause 6.4 [ Extension of Time for
Completion ]). The Contractor shall be entitled to such adjustment to the Contract
Price and/or EOT without any requirement to comply with Clause 13 [ Claims ].
EN
7.2.2 Adjustments to the Contract Price shall be valued as follows:
GUIDANCE
NOTES
(a) at a lump sum price agreed between the Parties,
(b) where appropriate, at rates or prices in the Contract,
(c) in the absence of appropriate rates or prices, the rates or prices in the
Contract shall be used as the basis for valuation as far as they relate
IM
to similar work to be carried out under similar conditions, or failing
which
(d) at appropriate new rates, derived from the Cost Plus Profit of executing
the work, or
(e) if the Engineer so instructs, at daywork rates (if any) set out under
EC
the Contract for which the Contractor shall keep records of hours of
labour and Contractor’s Equipment, and of Materials used.
7.2.3 Valuation of Variations shall take due regard of the associated Prolongation
Cost, if any.
8
SP
Payment
8.1
Valuation
of the Works The Works shall be valued and paid for at the time(s) as stated in the Contract
Data, subject to adjustments in accordance with the Contract.
8.2
Advance Payment 8.2.1 If an advance payment is provided for in the Contract Data, it shall constitute
an interest-free loan which the Contractor may apply for and use exclusively
for financing its obligations under the Contract.
8.2.2 If specified in the Contract Data, the Contractor shall provide the Employer
with an advance payment guarantee for the full amount of the advance
payment, from a third party to which the Employer gives consent and in
the form annexed to the Particular Conditions (or in another form agreed
by the Employer). The Contractor shall ensure that the advance payment
guarantee is valid and enforceable until the advance payment has been
repaid, but its amount may be progressively reduced by the amount repaid
by the Contractor as stated in the payment certificates.

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15
8.2.3 The Engineer shall certify within 7 days, and the Employer shall pay the
AGREEMENT
advance payment within 28 days, of the receipt of the Contractor’s

CONTRACT
application, the advance payment guarantee (as the case may be) in
accordance with Sub-Clause 8.2.2 and the performance security (if any) in
accordance with Sub-Clause 4.5.1. Payment shall be in the currency(ies)
stated in the Contract Data.
8.2.4 If the advance payment has not been repaid before the issue of the
CONDITIONS
Taking-Over Certificate for the Works, or before termination of the Contract,

GENERAL
the whole of the balance then outstanding shall immediately become due
and payable by the Contractor to the Employer.
8.3
CONDITIONS
PARTICULAR
Statements At each time for payment stated in Sub-Clause 8.1 [ Valuation of the Works ],
the Contractor shall submit to the Engineer a statement showing the amounts
to which the Contractor considers itself entitled, together with supporting
documents substantiating such amount. The statement shall include the
following items, as applicable, in the sequence listed:
EN
(a) the estimated contract value of the Works executed, and the
GUIDANCE
Contractor’s Documents produced, up to the relevant time for

payment (including Variations (if any) but excluding items described
NOTES
in sub-paragraphs (b) to (f) below), as adjusted under Sub-Clause 8.8

[ Changes in Cost ] (as the case may be);
(b) a percentage, as stated in the Contract Data, of the value under
sub-paragraph (a) above to be deducted for retention, until the
IM
amount so retained by the Employer reaches the limit of retention
money (if any) stated in the Contract Data;
(c) a percentage, as stated in the Contract Data (if not stated, 25%),
of the value under sub-paragraph (a) above to be deducted for the
repayment of the advance payment (if any), until the advance payment
EC
has been repaid in full;

(d) if specified in the Contract Data, any amounts to be added and / or
deducted for Plant and Materials delivered to the Site, using the
percentage of the Cost of Plant and Materials, and at the times, as
stated in the Contract Data;
(e) any other additions and/or deductions which have become due under
SP
the Contract or otherwise; and

(f) the deduction of amounts certified in all previous payment certificates.
8.4
Interim Payments 8.4.1 The Engineer shall, within 14 days after receiving a statement and supporting
documents, issue an interim payment certificate to the Employer, stating
the amount which the Engineer fairly considers to be due, with supporting
particulars (which shall identify any difference between a certified amount
and the corresponding amount in the statement and give the reasons for
such difference).
8.4.2 No amount shall be certified or paid to the Contractor until the Employer
receives the performance security (if any) in accordance with Sub-Clause 4.5
[ Performance Security ].
8.4.3 The Engineer may in any interim payment certificate make any correction or
modification that should properly be made to any previous interim payment
certificate.
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8.4.4 The Employer shall, within 28 days after the Engineer receives a statement
AGREEMENT
and supporting documents, pay to the Contractor the amount certified in
CONTRACT
each interim payment certificate. Payment shall be in the currency(ies) stated
8.4.5 An interim payment certificate, or a payment, shall not be deemed to indicate

the Engineer’s or the Employer’s acceptance, approval, consent or notice
of No-objection to any corresponding part of the Works or Contractor’s
CONDITIONS
Documents.
GENERAL
8.5
Release of
Retention Money 8.5.1 The first half of the retention money shall be included in the next statement
CONDITIONS
PARTICULAR
after the issue of the Taking-Over Certificate for the Works.
8.5.2 The second half of the retention money shall be included in the next statement
after the issue of the Performance Certificate.
8.5.3 As an alternative to Sub-Clause 8.3(b), the Parties may agree to substitute
EN
part or all of the retention money by a guarantee (in the form annexed to
GUIDANCE
the Particular Conditions or in another form agreed by the Employer). The
NOTES
Employer shall thereafter return the guarantee to the Contractor within 21
days after receiving a copy of the Performance Certificate.
8.6
IM
Final Payment 8.6.1 Within 14 days after the issue of the Performance Certificate, the Contractor
shall submit to the Engineer a draft final statement showing the amount
which the Contractor considers to be finally due, together with supporting
documents substantiating such amount.
EC
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8.6.2 The Contractor and the Engineer shall endeavour to agree the amount finally
due, which shall be reflected in a final statement submitted by the Contractor
to the Engineer, together with a discharge which confirms that such amount
represents full and final settlement of all moneys due to the Contractor under
or in connection with the Contract. From the time of submission of the final
statement, discharge and supporting documents:
SP
(a) the Engineer shall within 28 days issue a final payment certificate to
the Employer, stating the amount which the Engineer fairly considers
to be due, with supporting particulars; and
(b) the Employer shall within 56 days pay to the Contractor the amount
so certified.
8.6.3 However, if following discussions between the Engineer and the Contractor
under Sub-Clause 8.6.2, it becomes evident that a dispute exists as to the
amount finally due, the Contractor shall issue a statement for the agreed
parts of the draft final statement, and Sub-Clause 8.4 [ Interim Payments ]
shall apply. The disagreed parts shall be deemed to be a dispute which
may be referred by either Party to adjudication under Sub-Clause 14.1
[ Adjudication ]. Thereafter if the dispute is finally resolved, the Contractor
shall then prepare a final statement and the relevant provisions of Sub-Clause
8.6.2 shall apply.
8.7
Delayed Payment 8.7.1 The Contractor shall be entitled to receive financing charges, compounded
monthly on the amount unpaid during the period of delay, for each day the
Employer fails to pay beyond the prescribed payment period, irrespective of
the date on which any payment certificate is issued.

17
8.7.2 Unless otherwise stated in the Contract Data, these financing charges shall
AGREEMENT
be calculated at the annual rate of three percent (3%) above the discount
CONTRACT
rate of the central bank in the country of currency of payment, and shall be
paid in such currency.
8.7.3 The Contractor shall by request be entitled to payment of these financing

charges without the need to submit any statement or receive any payment
certificate, and without any requirement to proceed under Clause 13
CONDITIONS
[ Claims ]. Such entitlement is without prejudice to any other right or remedy.

GENERAL
8.8
Changes in Cost If the Contract Price is to be adjusted for rises or falls in the cost of labour,
Goods and other inputs to the Works, such adjustment shall be calculated
CONDITIONS
PARTICULAR
as stated in the Contract Data.
9
Taking-Over
EN
9.1
GUIDANCE
Completion The Contractor shall apply for a Taking-Over Certificate by giving a notice
NOTES
to the Engineer when the Contractor considers that the Works, or Section,
have been completed in accordance with the Contract, including the passing
of tests on completion (if any) and/or the submission of documents as may
be stated in the Contract, and except as allowed under Sub-Clause 9.2.1(a).
IM
9.2
Taking-Over
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Certificate 9.2.1 The Engineer shall, within 28 days after receiving the Contractor’s notice
under Sub-Clause 9.1 [ Completion ], either:
EC
(a) issue a Taking-Over Certificate to the Contractor, stating the date on

which the Works or Section are completed in accordance with the
Contract, except for any minor outstanding work and defects which
will not substantially affect the safe use of the Works or Section for
their intended purpose; or
(b) reject the application, by giving a notice to the Contractor, with reasons
SP
and specifying the work required to be done by the Contractor to

enable the Taking-Over Certificate to be issued. The Contractor
shall then complete this work before issuing a further notice under
Sub-Clause 9.1 [ Completion ].
9.2.2 The Employer shall take over the Works or Section upon the issue of the
Taking-Over Certificate.
9.2.3 The Contractor shall, as soon as practicable and within the reasonable time (if
any) specified in the Taking-Over Certificate, complete any outstanding work
and remedy any defect listed in the Taking-Over Certificate, and Sub-Clause
5.5 [ Remedying Defects ] shall apply.
9.3
Taking-Over
Parts of the Works 9.3.1 The Engineer may, at the sole discretion of the Employer, issue a Taking-Over
Certificate for any part of the Works.
9.3.2 The Employer shall not use any part of the Works (other than as a temporary
measure, which is either stated in the Specification or with the prior
agreement of the Contractor) unless and until the Engineer has issued a

Taking-Over Certificate for that part. Otherwise, that part shall be deemed to
AGREEMENT
have been taken over by the Employer as from the date on which it is used,
CONTRACT
a Taking-Over Certificate for that part shall be deemed to have been issued
on the same date by the Engineer, and Sub-Clause 9.2.3 shall apply.
10
Suspension and Termination
CONDITIONS
GENERAL
The action of either Party under this Clause shall not prejudice any other
rights of that Party, under the Contract or otherwise.
CONDITIONS
PARTICULAR
10.1
Suspension 10.1.1 The Engineer may at any time instruct the Contractor to suspend progress
of part or all of the Works. Such instruction shall state the date and cause of
the suspension.
EN
10.1.2 If:
GUIDANCE
(a) the Engineer fails to certify, or the Employer fails to pay, in accordance
NOTES
with Clause 8 [ Payment ];
(b) the Employer fails to comply with Sub-Clause 2.3 [ Employer’s
Financial Arrangements ];
(c) the Employer fails to comply with an agreement or a determination
IM
under Sub-Clause 3.5 [ Agreement or Determination ], or with a
decision of the Adjudicator under Sub-Clause 14.1 [ Adjudication ],
and such failure constitutes a material breach of the Employer’s
obligations under the Contract; or
(d) the Employer substantially fails to perform, and such failure constitutes
EC
a material breach of, the Employer’s obligations under the Contract,

the Contractor may issue a notice to the Employer, referring to this Sub-Clause
and stating the default(s) to be remedied. If the default is not remedied within
14 days (or, in the case of sub-paragraph (d), within a reasonable time) after
the Employer’s receipt of this notice, the Contractor may thereafter suspend
work (or reduce the rate of work).
SP
10.1.3 In any case of suspension, Sub-Clause 4.3 [ Contractor’s Care of the Works ]
shall remain applicable.
10.2
Termination
by Employer 10.2.1 If the Contractor substantially fails to perform, and such failure constitutes
a material breach of, the Contractor’s obligations under the Contract, the
Employer may issue a notice to the Contractor, referring to this Sub-Clause,
stating the default(s) and a reasonable time within which the Contractor shall
remedy the default(s).
10.2.2 If, within the time specified in the Employer’s notice under Sub-Clause
10.2.1, the Contractor has failed, without reasonable excuse, to remedy the
stated default(s), then the Employer may give a notice to the Contractor of
the Employer’s intention to terminate the Contract. Unless the Contractor
remedies the default(s) within 14 days of receiving the notice under this
Sub-Clause, the Employer may by giving a second notice to the Contractor
immediately terminate the Contract.

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19
10.2.3 Notwithstanding the above, if the Contractor:
AGREEMENT
CONTRACT
(a) subcontracts the whole, or any part of, the Works in breach of
Sub-Clause 4.4.1;
(b) assigns the Contract without the required agreement under
Sub-Clause 1.6 [ Assignment ];
(c) becomes bankrupt or insolvent; or
CONDITIONS
(d) is found, based on reasonable evidence, to have engaged in corrupt,

GENERAL
fraudulent, collusive or coercive practice at any time in relation to the

Works or to the Contract,
the Employer shall be entitled to terminate the Contract immediately by
giving a notice to the Contractor.
CONDITIONS
PARTICULAR
10.2.4 Notwithstanding the above, the Employer shall be entitled at any time to
terminate the Contract for its own convenience 28 days after giving a notice,
and returning the performance security (if any), to the Contractor. The
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provisions of Sub-Clause 10.3.3(a) shall then apply.
EN
10.2.5 In case of termination under Sub-Clause 10.2.2 or Sub-Clause 10.2.3,
GUIDANCE
the Contractor shall cease work, deliver to the Engineer all Contractor’s
Documents, and demobilise from the Site leaving behind all Goods required
NOTES
by the Employer. If and to the extent instructed by the Employer, the

Contractor shall also assign any subcontract to the Employer.
10.3
IM
Termination
by Contractor 10.3.1 If the Employer fails to remedy the default(s) notified within the time specified
under Sub-Clause 10.1.2 (and in the case of sub-paragraph (d) thereof, has
no reasonable excuse for such failure) then the Contractor may give a notice
to the Employer of the Contractor’s intention to terminate the Contract.
EC
Unless the Employer remedies the default(s) within 14 days of receiving the
notice under this Sub-Clause, the Contractor may by giving a second notice
to the Employer immediately terminate the Contract.
10.3.2 Notwithstanding the above, if the Employer:

SP
(a) assigns the Contract without the required agreement under

Sub-Clause 1.6 [ Assignment ];
(b) becomes bankrupt or insolvent; or
(c) is found, based on reasonable evidence, to have engaged in corrupt,
fraudulent, collusive or coercive practice at any time in relation to the
Works or to the Contract,
the Contractor shall be entitled to terminate the Contract immediately by
giving a notice to the Employer.
10.3.3 In case of termination under Sub-Clause 10.3.1 or Sub-Clause 10.3.2:
(a) the Contractor shall cease work, deliver to the Engineer all Contractor’s
Documents, and all Plant, Materials and other work for which the
Contractor has received payment, remove all other Goods (in which
case property of the removed Plant and Materials shall revert to the
Contractor), and demobilise, from the Site; and
(b) the Employer shall return the performance security (if any) to the
Contractor promptly after the date of termination.

10.4
Payment after
AGREEMENT
CONTRACT
Termination 10.4.1 After termination, the Contractor shall be entitled to payment of the unpaid
balance of the value of the Works executed (and any other work executed)
and of the Plant and Materials reasonably ordered for the Works (once
delivered to the Employer), all to the extent that they are in accordance with
the Contract. This payment shall be adjusted by the following:
CONDITIONS
(a) any amount to which either Party is entitled under Clause 13 [ Claims ]
GENERAL
or otherwise;
(b) if the Employer has terminated under Sub-Clause 10.2.2 or Sub-Clause
10.2.3, the Employer shall be entitled to an amount equivalent to 20%
of the value of those parts of the Works not executed at the date of
the termination;
CONDITIONS
PARTICULAR
(c) if the Employer has terminated under Sub-Clause 10.2.4, or the
Contractor has terminated under Sub-Clause 10.3 [ Termination by
Contractor ], the Contractor shall be entitled to:
(i) the Cost of the Contractor’s demobilisation, and any other Cost
or liability which in the circumstances was reasonably incurred by
EN
the Contractor in the expectation of completing the Works; and
GUIDANCE
(ii) an amount equivalent to 10% of the value of those parts of the
NOTES
Works not executed at the date of termination.
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Supporting particulars shall be submitted by the relevant Party within 42
days after the notice of termination.
IM
10.4.2 The Engineer shall proceed in accordance with Sub-Clause 3.5 [ Agreement
or Determination ] to agree or determine the matters set out under Sub-Clause
10.4.1, and the resulting net balance due shall be paid by the Employer or
the Contractor (as the case may be) within 70 days after submission of the
supporting particulars under Sub-Clause 10.4.1.
EC
10.4.3 The entitlements set out under Sub-Clause 10.4.1(b) and (c)(ii) above shall be
the only amounts due between the Parties in respect of loss and/or damage
resulting from the termination.
11
SP
Risk and Responsibility

11.1
Employer’s Risks and
Contractor’s Entitlements 11.1.1 If and to the extent that the Contractor suffers delay and/or incurs Cost due
to an Employer’s Risk, as set out below, then the Contractor shall be entitled,
subject to Clause 13 [ Claims ] to the corresponding entitlement set out in the
table below.
11.1.2 However, if as a result of an Employer’s Risk the Engineer gives an instruction

which constitutes a Variation, then Clause 7 [ Variations ] shall apply without
any requirement to proceed under Clause 13 [ Claims ].
11.1.3 In this Contract, Employer’s Risks are as set out in the table below, and the
following applies:
• when the Contractor’s entitlement is for “Cost Plus Profit and/or EOT”,
or for “Cost and/or EOT”, then the Contractor is entitled to an EOT,
and to Cost or Cost Plus Profit (as the case may be) which include
Prolongation Cost over the duration of such EOT (i.e. resulting from a
compensable delay); and
21
• when the Contractor’s entitlement is for “EOT only” (i.e. resulting from
AGREEMENT
an excusable delay), then the Contractor is entitled to an EOT but not

CONTRACT
to any Cost, even Prolongation Cost.

Employer’s Risks Contractor’s
Entitlement
(a) loss and/or damage to the Works, Goods or Contractor’s Documents caused by:
(i) any Exceptional Event;
CONDITIONS
GENERAL
(ii) any operation of the forces of nature which is Unforeseeable or against which an experienced If an instruction
contractor could not reasonably have been expected to have taken adequate preventative is given by the
precautions; Engineer to
rectify the loss
(iii) interference, whether temporary or permanent, with any right of way, light, air, water or other and/or damage:
easement (other than that resulting from the Contractor’s method of construction) which is the
unavoidable result of the execution of the Works in accordance with the Contract;
CONDITIONS
PARTICULAR
(iv) fault, error, defect or omission in any element of the design of the Works attributable to the Employer; Cost Plus Profit
and/or EOT, as a
(v) use or occupation by the Employer of any part of the Permanent Works, except as may be specified Variation
in the Contract, and/or
(vi) any act or default of the Employer, the Employer’s personnel or the Employer’s other contractors.
EN
(b) a man-made Exceptional Event (for consequences other than loss and/or damage covered under
GUIDANCE
sub-paragraph (a)(i) above) preventing the Contractor from performing any obligations under the Contract:
NOTES
(i) if the Exceptional Event occurs inside the Country, or, in case of war (whether war be declared or not)
and similar Exceptional Events, whether they occur inside or outside the Country Cost and/or EOT
(ii) if the Exceptional Event occurs outside the Country EOT only
IM
(c) a natural Exceptional Event (for consequences other than loss and/or damage covered under
sub-paragraph (a)(i) above) preventing the Contractor from performing any obligations under the Contract EOT only
(d) errors in relation to original setting-out points, lines and levels of reference specified in the Contract or Cost Plus Profit
notified by the Engineer (if any) and/or EOT
EC
(e) Unforeseeable physical conditions (natural physical conditions and physical obstructions – natural or
man-made, including topographic, sub-surface, hydrological and environmental conditions) encountered at
Site, but excluding climatic conditions Cost and/or EOT
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(f) Unforeseeable adverse climatic conditions at Site EOT only

(g) Unforeseeable delay caused by local authorities EOT only
SP
(h) any change made after the Base Date to the Laws of the Country, or in the judicial or official governmental
interpretation of these Laws, which adversely affects the Contractor in the performance of its obligations
under the Contract Cost and/or EOT
(i) a suspension (or reduction of the rate of work) under Sub-Clause 10.1 [ Suspension ] to the extent that it is
not attributable to a Contractor’s failure Cost Plus Profit
and/or EOT
(j) any delay, impediment or prevention caused by or attributable to the Employer or the Employer’s personnel, Cost Plus Profit
or any other failure of the Employer or the Employer’s personnel to fulfil their obligations and/or EOT
(k) any Unforeseeable delay caused by or attributable to the Employer’s other contractors, or utility companies, Cost Plus Profit
on or near the Site and/or EOT
(l) Unforeseeable shortages in the availability of personnel or Goods caused by epidemic or governmental
actions EOT only
(m) Unforeseeable non-suitability or non-availability of an access route to the Site, caused by the Employer or a
third party Cost and/or EOT
(n) any re-measurable item of work where the measured quantity is greater than the estimated quantity stated
in the Contract for that item by more than ten percent (10%), taking due regard of any significant reduction EOT and
in the measured quantities of other items of work Prolongation
Cost

11.2
Contractor’s Risks and
AGREEMENT
CONTRACT
Employer’s Entitlements The Employer shall be entitled, subject to Clause 13 [ Claims ], to any
additional payment by the Contractor, or to a reduction in the Contract Price,
and/or to any other entitlement and/or relief, as the case may be, in any of
the following instances:
(a) any decrease in Cost as a result of any change made after the
CONDITIONS
Base Date to the Laws of the Country, or in the judicial or official
GENERAL
governmental interpretation of these Laws;
(b) any failure of the Contractor to fulfil any of its obligations which causes
the Employer to incur costs; or
(c) any cause giving an entitlement to the Employer under or in connection
with the Contract.
CONDITIONS
PARTICULAR
11.3
Indemnities Each Party shall indemnify and hold harmless the other Party and its
personnel against and from all third-party claims, damages, losses and
expenses (including legal fees and expenses) in respect of:
EN
(a) bodily injury, sickness, disease or death of any person whatsoever;
GUIDANCE
(b) damage to or loss of any property, real or personal (other than the
NOTES
Works); and
(c) any infringement of any patent, registered design, copyright,
trademark, trade name, trade secret or other intellectual or industrial
property right,
IM
to the extent that these claims, damages, losses and expenses relate to the
Contract and arise:
(i) for indemnities by the Contractor to the Employer: by reason of the

Contractor’s execution of the Works, or by reason of any negligence,
EC
wilful act or breach of the Contract by the Contractor, its subcontractors

or their respective personnel; and
(ii) for indemnities by the Employer to the Contractor:
• by reason of any negligence, wilful act or breach of the Contract

by the Employer, its contractors or their respective personnel; or
SP
• in the case of sub-paragraph (b) above, by reason and to the

extent that such damage or loss arises out of any cause stated
under Sub-Clause 11.1.3(a).
12.1
Extent of Cover
12
Insurance
12.1.1 Without limiting either Party’s obligations or responsibilities under the

Contract, the insuring Party stated in the Contract Data shall, prior to
commencing the Works, effect and thereafter maintain insurance(s) in the
joint names of the Parties in accordance with the requirements stated in the
Contract Data. If the insuring Party is:
(a) the Contractor: insurances shall be effected with the insurer(s) stated
in the Contract Data. Any other insurer(s) that the Contractor may
wish to use shall be subject to consent by the Employer, and so shall
be the terms of the insurance cover in such a case;
General Conditions © FIDIC 2021 --```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---

23
(b) the Employer:
AGREEMENT
(i) the terms and conditions of the insurance cover shall have been
CONTRACT
provided to tenderers prior to the Base Date; and

(ii) the Contractor shall, at its own cost, effect and maintain any
other insurances that the Contractor deems to be required to
provide appropriate cover for the Contractor’s obligations under
the Contract.
CONDITIONS
12.1.2 The insuring Party shall provide the other Party with insurance certificate(s),
GENERAL
in the form annexed to the Particular Conditions or in another form agreed

by the Parties. The insurance certificate(s) shall be endorsed by the relevant
insurer(s), evidencing that any required insurances stated in the Contract Data
have been effected, are maintained and that the premiums have been paid.
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Whenever required by the Employer, the Contractor shall produce the policies
CONDITIONS
PARTICULAR
of the insurances which the Contractor is required to effect under the Contract.
12.2
Failure to Insure 12.2.1 If a Party fails to effect or maintain any of the insurances required under
Sub-Clause 12.1 [ Extent of Cover ], or fails to provide satisfactory insurance
EN
certificate(s) or policies evidencing that it has done so, the other Party
GUIDANCE
may, on 14 days’ notice to the defaulting Party and without prejudice to

any other right or remedy, arrange the missing insurance cover and pay the
NOTES
premiums due and recover the same from the defaulting Party as an addition
or deduction in the amount certified for payment under Sub-Clauses 8.4
[ Interim Payments ] and/or 8.6 [ Final Payment ], without any requirement to
proceed under Clause 13 [ Claims ].
IM
12.2.2 If either Party fails to comply with any condition of the insurances effected
under the Contract, the Party so failing to comply shall indemnify the other
Party against all direct losses and claims (including legal fees and expenses)
arising from such failure.
EC
13.1
Right to Claim If:
13
Claims
SP
(a) the Contractor considers itself entitled to any additional payment and/or
to an EOT and/or to another entitlement or relief against the Employer
as a result of any of the Employer’s Risks, or under any Clause of these
Conditions or otherwise in connection with the Contract; or
(b) the Employer considers itself entitled to any additional payment from
the Contractor (or reduction in the Contract Price), and/or to an
extension of the DNP and/or to another entitlement or relief against
the Contractor, under any Clause of these Conditions or otherwise in
connection with the Contract,
then the Contractor or the Employer (as the case may be) shall give to the
Engineer:
(i) a notice describing the event or circumstance giving rise to the

entitlement contemplated under this Sub-Clause within 28 days; and
(ii) a fully detailed claim with supporting particulars, including
contemporary records, of the entitlement contemplated under this
Sub-Clause within 56 days,
after the claiming Party became aware, or should have become aware, of
the said event or circumstance.

13.2
Claim Procedure 13.2.1 Upon receipt of a fully detailed claim, the Engineer shall proceed in
AGREEMENT
CONTRACT
accordance with Sub-Clause 3.5 [ Agreement or Determination ] to agree or
determine the entitlement or relief (if any) of the claiming Party.
13.2.2 If a Party fails to comply with any Sub-Clause of these Conditions in relation
to a claim, any entitlement or relief shall take account of the extent (if any)
to which the failure has prevented or prejudiced proper investigation of the
CONDITIONS
claim, and/or mitigation of the effects of the claim event or circumstance.
GENERAL
13.3
Duty to Mitigate The Parties shall use their reasonable endeavours to avoid or minimise the
effects of all claim events or circumstances.
CONDITIONS
PARTICULAR
14.1
14
Disputes
EN
Adjudication 14.1.1 Unless otherwise agreed, the Parties shall jointly appoint, and enter into
an agreement with, the Adjudicator from those listed in the Contract Data
GUIDANCE
within 28 days after the date when the Contract comes into effect. If they
NOTES
fail to do so, the Adjudicator shall be appointed in accordance with the
appended Rules for Adjudication (“the Rules”). The Adjudicator shall be a
suitably qualified person, fluent in the language referred to in Sub-Clause 1.3
[ Communications ].
IM
14.1.2 If the Parties so agree, they may jointly request the Adjudicator to provide
assistance and/or informally discuss and attempt to resolve any issue or
disagreement that may have arisen between them during the performance of
the Contract. If the Adjudicator becomes aware of any issue or disagreement
EC
between the Parties, he/she may also invite the Parties to make such a joint
request. Neither the Parties nor the Adjudicator shall be bound, in any future
dispute resolution process, by any opinion given by the Adjudicator in the
informal assistance process.
14.1.3 Unless settled amicably, any dispute between the Parties, which arises out
of or in connection with the Contract, including any opinion, instruction,
SP
certificate, valuation or determination of the Engineer, shall be referred

by either Party to adjudication and shall be decided by the Adjudicator in
accordance with the Rules.
14.1.4 If either Party is dissatisfied with the decision of the Adjudicator, or if no

decision is given within the time set out in the Rules, such Party may give a
notice of dissatisfaction to the other Party, with a copy to the Adjudicator,
referring to this Sub-Clause within 28 days after receipt of the decision, or
after the expiry of the time for the decision (as the case may be). If the
Adjudicator has given a decision, and no notice of dissatisfaction is given
by either Party within the specified time, then the decision shall be final and
binding on the Parties.
14.1.5 Whether or not a notice of dissatisfaction has been given within the specified
time, the decision shall be binding on the Parties who shall promptly give
effect to it unless and until the decision of the Adjudicator is revised by
arbitration.
14.1.6 In the event that a Party fails to comply with any decision of the Adjudicator,
whether binding or final and binding, then the other Party may, without
prejudice to any other rights it may have, refer the failure itself directly to

25
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arbitration under Sub-Clause 14.2 [ Arbitration ] without any requirement to
AGREEMENT
proceed through adjudication again under this Sub-Clause.

CONTRACT
14.1.7 In such event, the arbitrator shall have the power, by way of summary or other
expedited procedure, to order, whether by an interim or provisional measure
or an award (as may be appropriate under applicable law or otherwise), the
enforcement of that decision. In the case of a binding but not final decision of
the Adjudicator, such interim or provisional measure or award shall be subject
CONDITIONS
to the express reservation that the rights of the Parties as to the merits of
GENERAL
the dispute are reserved until they are resolved by an award. Any interim or
provisional measure or award enforcing a decision of the Adjudicator which
has not been complied with, whether such decision is binding or final and
binding, may also include an order or award of damages or other relief.
CONDITIONS
PARTICULAR
14.2
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Arbitration 14.2.1 Except as stated in Sub-Clause 14.1.6, neither Party shall be entitled to
commence arbitration of a dispute under this Clause unless a notice of
dissatisfaction has been given in accordance with Sub-Clause 14.1.4.
EN
14.2.2 Unless settled amicably, any dispute in respect of which the Adjudicator’s
GUIDANCE
decision (if any) has not become final and binding shall be finally settled by
NOTES
arbitration. Unless otherwise agreed by the Parties:
(a) the dispute shall be finally settled by international arbitration under the
Rules of Arbitration of the International Chamber of Commerce (“the
Rules of Arbitration”), and the expedited procedure provisions of the
IM
Rules of Arbitration shall apply irrespective of the amount in dispute;
(b) the dispute shall be settled by one arbitrator appointed in accordance
with the Rules of Arbitration; and
(c) the arbitration shall be conducted in the language referred to in
EC
Sub-Clause 1.3 [ Communications ].
14.2.3 The arbitrator shall have full power to open up, review and revise any
certificate, determination, instruction, opinion or valuation of the Engineer,
and any decision of the Adjudicator (other than a final and binding decision)
relevant to the dispute. Nothing shall disqualify the Engineer from being
called as a witness and giving evidence before the arbitrator on any matter
SP
whatsoever relevant to the dispute.
14.2.4 Neither Party shall be limited in the proceedings before the arbitrator to
the evidence or arguments previously put before the Adjudicator to obtain
his/her decision, or to the reasons for dissatisfaction given in its notice
of dissatisfaction. Any decision of the Adjudicator shall be admissible in
evidence in the arbitration.

Appendix: Rules for Adjudication
AGREEMENT
CONTRACT
referred to in Sub-Clause 14.1 [ Adjudication ]
General 1 Any reference in the Conditions of Contract to the Rules for Adjudication
shall be deemed to be a reference to these Rules. Any reference to a Clause
CONDITIONS
or Sub-Clause in these Rules means a reference to a Clause or Sub-Clause
GENERAL
of the Conditions of Contract.
2 Definitions in the Contract shall apply in these Rules.
3 The objectives of these Rules are:
CONDITIONS
PARTICULAR
(a) to facilitate the avoidance of disputes that might otherwise arise
between the Parties; and
(b) to achieve the expeditious, efficient and cost-effective resolution of
any dispute that arises between the Parties.
EN
These Rules shall be interpreted, the Adjudicator’s activities shall be
GUIDANCE
conducted and the Adjudicator shall use his/her power under the Contract
NOTES
and these Rules, in the manner necessary to achieve the above objectives.
Appointment 4 If for any reason the Parties fail to jointly appoint, or to enter into an agreement
IM
of Adjudicator with, the Adjudicator in accordance with Sub-Clause 14.1.1 then, unless
the Parties agree otherwise, either Party may apply, with a copy of the
application to the other Party, to the President of FIDIC (or his/her nominee).
The President of FIDIC (or his/her nominee) shall appoint the Adjudicator,
and such appointment shall be final and conclusive. The Parties shall be
EC
deemed to have signed and be bound by an Adjudicator’s Agreement under

which the daily fee shall be as stated in the terms of the appointment, the
monthly fee shall not apply and the governing law shall be the one defined in
Sub-Clause 1.4 [ Governing Law ].
5 The Adjudicator shall ensure his/her availability throughout the term of the
SP
Adjudicator’s Agreement as necessary to fulfil his/her duties.
Terms of Appointment 6 The Adjudicator is to be, and is to remain throughout his/her appointment,
impartial and independent of the Parties and the Engineer, and shall
immediately disclose in writing to the Parties anything of which he/she
becomes aware which could affect his/her impartiality or independence.
7 The Adjudicator shall not give advice to the Parties or their representatives
concerning the conduct of the project of which the Works form part, other
than in accordance with Sub-Clause 14.1.2.
8 The Adjudicator shall comply with these Rules and with the provisions under
the Contract that are relevant to the Adjudicator’s activities.
9 The Adjudicator shall treat the details of the Contract and all activities and
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hearings of the Adjudicator as confidential and shall not disclose the same
without the prior written consent of the Parties. The Adjudicator shall not,
without the consent of the Parties, assign or delegate any of his/her work
under these Rules or engage legal or technical assistance.

27
10 At any time, the Parties may jointly terminate the Adjudicator’s Agreement by
AGREEMENT
giving 28 days’ notice to the Adjudicator. One Party acting alone is not entitled
CONTRACT
to terminate the Adjudicator’s Agreement. The Adjudicator may resign by

giving 28 days’ notice to the Parties. In the event of the Adjudicator’s death
or incapacity, or termination of the Adjudicator’s Agreement, the Parties shall
agree upon a replacement Adjudicator within 28 days after the date of the
event. Otherwise, Rule 4 shall apply.
CONDITIONS
11 The Adjudicator shall in no circumstances be liable for any claims for anything
GENERAL
done or omitted in the discharge of the Adjudicator’s duties unless the act
or omission is shown to have been in bad faith. The Adjudicator shall not be
called as a witness by the Parties in arbitration to give evidence concerning
any dispute in connection with, or arising out of, the Contract.
CONDITIONS
PARTICULAR
Payment 12 The Adjudicator shall be paid the fees set out in the Adjudicator’s Agreement.
13 The monthly fee, if applicable, shall be payment in full for:
EN
(a) being available, on 28 days’ notice, for all hearings and Site visits;
GUIDANCE
(b) becoming and remaining knowledgeable about the Contract, and

NOTES
informed about the progress of the Works;

(c) all office overhead expenses such as secretarial services, photocopying
and office supplies incurred in connection with his/her duties; and
IM
(d) all services performed hereunder except those performed during the
days referred to in Rule 14.
14 The daily fee shall be payable for each working day spent in preparing
for or attending Site visits or hearings, or giving informal assistance or
preparing decisions and/or any other Adjudicator’s activity pertaining to the
EC
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Adjudicator’s duties, including any associated travelling time.
15 The Adjudicator shall be paid all reasonable expenses, including necessary

travel expenses (air or train fare in business class or equivalent, hotel and
subsistence and other direct travel expenses, including visa charges)
incurred in connection with the Adjudicator’s duties, as well as the cost of
telephone, courier charges and faxes. The Adjudicator shall provide a receipt
SP
for each item of expenses.
16 The monthly and daily fees shall remain fixed for the period of tenure of the
Adjudicator. In case of Adjudicator’s Agreement termination, the Adjudicator
shall nevertheless be entitled to payment of any fees and/or expenses under
the Adjudicator’s Agreement which have accrued up to, and that remain
outstanding as of, the date of termination.
17 All payments to the Adjudicator shall be made by the Contractor. The

Contractor shall pay invoices addressed to it within 28 days of receipt.
Thereafter, the Contractor shall apply to the Employer for reimbursement of
one-half of the amounts of these invoices. The Adjudicator’s invoices for any
monthly fee shall be submitted quarterly in advance, and invoices for daily
fees and expenses shall be submitted following the conclusion of a Site visit
or hearing, or following the giving of informal assistance or a decision. All
invoices shall contain a brief description of the activities performed during the
relevant period. The Adjudicator may suspend work if any invoice remains
unpaid at the expiry of the period for payment, provided that 7 days’ prior
notice has been given to both Parties.

18 If the Contractor fails to pay an invoice addressed to it, the Adjudicator shall
AGREEMENT
inform the Employer who shall promptly pay the sum due to the Adjudicator
CONTRACT
and recover the sum paid from the Contractor without any requirement to
proceed under Clause 13 [ Claims ].
Procedure for Obtaining 19 A dispute between the Parties may be referred in writing by either Party
CONDITIONS
to the Adjudicator for his/her decision, with a copy to the other Party. The
GENERAL
Adjudicator’s Decision
referral shall identify the dispute and refer to these Rules. Proceedings under
these Rules shall not be deemed to be arbitration and the Adjudicator shall
not act as arbitrator.
20 The Adjudicator may decide to visit the Site, to hold a meeting with the
CONDITIONS
PARTICULAR
Parties and/or to conduct a hearing. The time and type (online or in-person)
of, and agenda for, each Site visit, meeting and hearing shall be set by the
Adjudicator in consultation with the Parties. The Adjudicator may request
that written statements from the Parties be presented to him/her prior to, at
or after the hearing, and the Parties shall comply with such request(s). The
EN
Parties shall promptly provide the Adjudicator with sufficient copies of any
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documentation and information relevant to the Contract that he/she may
GUIDANCE
request.
NOTES
21 The Adjudicator shall have full authority to conduct the adjudication
proceedings as he/she thinks fit, not being bound by any rules or procedures
other than those set out in these Rules. The Parties empower the Adjudicator
IM
to:
(a) establish the procedure to be applied in making Site visits, holding

hearings or meetings, and in giving decisions;
(b) decide upon the Adjudicator’s own jurisdiction, and as to the scope of
EC
any dispute referred to him/her;

(c) appoint one or more experts, with the agreement of the Parties and at
their cost;
(d) take the initiative in ascertaining the facts and matters required for an
Adjudicator’s decision;
(e) make use of his/her own specialist knowledge;
SP
(f) adopt an inquisitorial procedure;

(g) decide upon the payment of financing charges in accordance with the
Contract;
(h) decide on any provisional relief such as interim or conservatory
measures;
(i) open up, review and revise any opinion, instruction, determination,
certificate or valuation, related to the dispute; and
(j) refuse admission to hearings to any persons other than the Employer,
the Contractor and the Engineer and their respective representatives,
and to proceed in the absence of any Party which the Adjudicator is
satisfied received notice of the hearing.
22 All communications between either of the Parties and the Adjudicator
and all hearings shall be in the language referred to in Sub-Clause 1.3
[ Communications ]. All communications shall be simultaneously copied to
the other Party.
23 The Adjudicator shall act fairly and impartially between the Parties. Taking
due regard to the time given for reaching a decision under Rule 24, the
Adjudicator shall:

29
(a) give each Party a reasonable opportunity of putting forward its case
AGREEMENT
and responding to the other Party’s case; and

CONTRACT
(b) adopt a procedure in coming to his/her decision that is suitable to the

dispute, avoiding unnecessary delay and/or expense.
24 Within:
(a) 56 days;
CONDITIONS
(b) in case a hearing is held, 84 days; or

GENERAL
(c) such period as may be proposed by the Adjudicator and agreed by

both Parties,
after the day on which the Adjudicator received a referral, the Adjudicator
shall give written notice of his/her decision to the Parties. Such decision shall
CONDITIONS
PARTICULAR
include reasons and state that it is given under these Rules.
25 However, if at the end of the period set out under Rule 24, the due date for
payment of any Adjudicator’s invoice has passed but such invoice remains
unpaid, the Adjudicator shall not be obliged to give his/her decision until
such outstanding invoice has been paid in full, in which case the Adjudicator
EN
shall give his/her decision as soon as practicable after payment has been
GUIDANCE
received.
NOTES
26 If, within 14 days after giving a decision, the Adjudicator or either Party
finds that such decision contains an ambiguity or a typographical, clerical
or arithmetical error, then such ambiguity or error shall be notified by the
IM
finder to the Parties and/or the Adjudicator (as the case may be). If deemed
relevant by the Adjudicator, he/she shall issue an amended decision within
14 days of receiving the notice, duly clarifying such ambiguity or rectifying
such error. The amended decision shall supersede the initial decision, and
its date of receipt shall be the start date of the period for issuing a notice of
dissatisfaction under Sub-Clause 14.1 [ Adjudication ].
EC
SP
30 © FIDIC 2021
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Appendix : Form of Adjudicator’s Agreement
AGREEMENT
CONTRACT
In this Adjudicator’s Agreement, words and expressions which are not otherwise defined shall have
the meaning assigned to them in the Contract.
Name and details of the Contract: ________________________________________
CONDITIONS
GENERAL
________________________________________
Name and address of the Employer: ________________________________________
________________________________________
CONDITIONS
PARTICULAR
Name and address of the Contractor: ________________________________________
________________________________________
Name and address of the Adjudicator: ________________________________________
EN
GUIDANCE
________________________________________
NOTES
Whereas the Employer and the Contractor have entered into the Contract for the execution of the
Works and wish to appoint the Adjudicator in accordance with the Contract.
The Employer, Contractor and Adjudicator agree as follows:

IM
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1. The Rules for Adjudication (“the Rules”) and the dispute provisions set out under the Contract
shall form part of this Adjudicator’s Agreement.
EC
2. The Adjudicator shall be paid:
A monthly fee (if applicable) of: ____________________________________ ;
A daily fee of: ____________________________________ ; and
Expenses, as per the provisions stated in the Rules.

SP
3. In consideration of the above fees and expenses, and other payments to be made to the
Adjudicator in accordance with the Rules, the Adjudicator undertakes to act as Adjudicator in
accordance with the Rules. The Adjudicator declares that he/she is and shall remain independent
of the Parties and impartial, and that he/she has disclosed in writing to the Parties any previous
or existing relationship with the Parties or the Engineer, and that he/she shall disclose in writing
any future fact or circumstance which may call into question his/her independence or impartiality.
4 In consideration of the services performed by the Adjudicator, the Employer and the Contractor
shall be jointly and severally liable for the Adjudicator’s fees and other payments to be made to
the Adjudicator in accordance with the Rules.
5 The Adjudicator’s Agreement shall be governed by the laws of _________ (if not stated, the law
that governs the Contract under Sub-Clause 1.4 of the Conditions of Contract)
6 This Adjudicator’s Agreement shall:

(a) come into effect on the date when the Employer, the Contractor and the Adjudicator
have each signed (or, under the Rules, are deemed to have signed) the Adjudicator’s
Agreement;

31
(b) expire when the final payment certificate is paid by the Employer under Sub-Clause
AGREEMENT
8.6.2 of the Conditions of Contract; and

CONTRACT
(c) survive any termination of the Contract.
7 The Adjudicator is entitled not to commence any activity under the Adjudicator’s Agreement
unless and until he/she receives payment of an invoice corresponding to 3 (three) days of daily
fee as advance payment. The advance payment shall be repaid by the Adjudicator through his/
CONDITIONS
her invoices sent in accordance with the Rules.

GENERAL
8 Any dispute arising out of or in connection with the Adjudicator’s Agreement, or the breach,
termination or invalidity thereof, shall be finally settled by arbitration under the Rules of Arbitration
of the International Chamber of Commerce, by one arbitrator appointed in accordance with the
Rules of Arbitration, and the expedited procedure provisions of the Rules of Arbitration shall apply
irrespective of the amount in dispute.
CONDITIONS
PARTICULAR
For and on behalf of the Employer:
Signature: ____________________________________
EN
GUIDANCE
Full name: ____________________________________

NOTES
Capacity: ____________________________________
Date: ____________________________________
IM
For and on behalf of the Contractor:
Signature: ____________________________________
EC
Full name: ____________________________________
Capacity: ____________________________________
Date: ____________________________________
SP
For the Adjudicator:
Signature: ____________________________________
Full name: ____________________________________
Date: ____________________________________
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INDEX OF SUB-CLAUSES
AGREEMENT
CONTRACT
Sub-Clause Page
Access to and Possession of the Site 2.1 6

Adjudication 14.1 25
Advance Payment 8.2 15
Advance Warning 6.3 13
CONDITIONS
GENERAL
Agreement or Determination 3.5 8
Arbitration 14.2 26
Assignment 1.6 5
Care of the Works 4.3 9
CONDITIONS
PARTICULAR
Certificate, Taking-Over 9.2 18
Changes in Cost 8.8 18
Claim Procedure 13.2 24
Claim, Right to 13.1 24
Communications 1.3 4
EN
Completion 9.1 18
GUIDANCE
Compliance with Laws 1.7 5
NOTES
Confidentiality 1.8 5
Contractor, Termination by 10.3 20
Contractor’s Design 4.6 10
IM
Contractor’s Representative 4.2 9
Contractor’s Risks and Employer’s Entitlements 11.2 23
Cost, Changes in 8.8 18
Cover, Extent of 12.1 23
EC
Definitions 1.1 1
Delay Damages 6.5 13
Delayed Payment 8.7 17
Design, Contractor’s 4.6 10
Determination, Agreement or 3.5 8
SP
Documents, Priority of 1.5 5

Duty to Mitigate 13.3 25
Effect of Engineer’s Acts 3.4 8

Employer, Termination by 10.2 19
Employer’s Financial Arrangements 2.3 7
Employer’s Risks and Contractor’s Entitlements 11.1 21
Engineer, Engineer’s Authorised Person and Assistants 3.1 7
Engineer’s Duties and Authority 3.2 7
Engineer’s Instructions 3.3 8
Exceptional Event 6.6 13
Execution of the Works 6.1 12
Extension of Time for Completion 6.4 13
Extent of Cover 12.1 23
Failure to Insure 12.2 24

Final Payment 8.6 17
Financial Arrangements, Employer’s 2.3 7
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Conditions © FIDIC 2021
33
Sub-Clause Page
AGREEMENT
CONTRACT
Governing Law 1.4 4

General Obligations 4.1 8
Health, Safety and Environment 5.2 11

CONDITIONS
GENERAL
Indemnities 11.3 23
Inspection and Testing 5.4 11
Intellectual Property 1.9 5
Interim Payments 8.4 16
Interpretation 1.2 4
CONDITIONS
PARTICULAR
Joint and Several Liability 1.11 6
Law, Governing 1.4 4

Laws, Compliance with 1.7 5
EN
Liability, Joint and Several 1.11 6
GUIDANCE
Limitation of Liability 1.10 6

NOTES
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Manner of Execution 5.1 11

IM
Parts of the Works, Taking-Over 9.3 18
Payment, Advance 8.2 15
Payment after Termination 10.4 21
Payment, Delayed 8.7 17
Payment, Final 8.6 17
EC
Payment of Retention Money 8.5 17

Payments, Interim 8.4 16
Performance Security 4.5 10
Priority of Documents 1.5 5
Programme 6.2 12
SP
Quality Assurance 5.3 11
Remedying Defects 5.5 11

Retention Money, Payment of 8.5 17
Right to Claim 13.1 24
Right to Vary 7.1 14
Site Data 2.2 6

Statements 8.3 16
Subcontracting 4.4 9
Suspension 10.1 19
Taking-Over Certificate 9.2 18

Taking-Over Parts of the Works 9.3 18
Termination by Contractor 10.3 20
Termination by Employer 10.2 19
Termination, Payment after 10.4 20

Sub-Clause Page
AGREEMENT
CONTRACT
Testing, Inspection and 5.4 11
Time for Completion, Extension of 6.4 13
Valuation of Variations 7.2 15

Valuation of the Works 8.1 15
CONDITIONS
GENERAL
Warning, Advance 6.3 13
Works, Care of the 4.3 9
Works, Execution of the 6.1 12
Works, Valuation of the 8.1 15
CONDITIONS
PARTICULAR
EN
GUIDANCE
NOTES
IM
EC
SP

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35
FORM OF CONTRACT
AGREEMENT
GENERAL CONDITIONS
FIDIC
SECOND EDITION 2021
EN
GUIDANCE NOTES
Particular Conditions IM
EC
SP

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Particular Conditions
AGREEMENT
CONTRACT
Particular Conditions in this publication are composed of :
• Particular Conditions – Part A – Contract Data
• Particular Conditions – Part B – Special Provisions
• Annexes to the Particular Conditions, consisting of the following sample forms:
○ A – Performance security
CONDITIONS
○ B – Advance payment guarantee
GENERAL
○ C – Retention money guarantee
○ D – Payment guarantee by the Employer
○ E – Insurance certificate
The provisions to be found in the Special Provisions (Particular Conditions – Part B) take precedence over
CONDITIONS
the equivalent provisions found under the same Sub-Clause number(s) in the General Conditions, and the
PARTICULAR
provisions of the Contract Data (Particular Conditions – Part A) take precedence over the Special Provisions
(Particular Conditions – Part B).
Particular Conditions – Part A – Contract Data
EN
GUIDANCE
INTRODUCTORY GUIDANCE NOTES
NOTES
These Introductory Guidance Notes are for use in completing the Contract Data and shall not form part of the
Contract Data.
IM
Certain Sub-Clauses in the General Conditions require or state that specific information is provided in the
Contract Data.
The Employer should amend as appropriate and complete all data and should insert “Not Applicable” in the
space next to any Sub-Clause which the Employer does not wish to use.
EC
The Employer should insert “Tenderer to Complete” in the space next to any Sub-Clause for which the Employer
wishes Contract Data to be completed by the tenderers. Except where indicated “Tenderer to Complete”
tenderers shall not amend the Contract Data as provided by the Employer.
All italicised text and any enclosing square brackets are for use in preparing the Contract Data and should be
deleted from the final version of the Contract Data.
SP
Failure by the Employer to provide the information and details required in the Contract Data could mean either
that the documents forming the Contract are incomplete with vital information missing, or that the fall-back
provisions to be found in some of the Sub-Clauses in the General Conditions will automatically take effect.
Particular Conditions © FIDIC 2021 --```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`--- a

Particular Conditions – Part A – Contract Data
AGREEMENT
This Contract Data document forms Part A of the Particular Conditions of Contract.
[ Note: with the exception of the items below which have been completed by the Employer, the Contractor shall
complete the following information before submitting his offer ].
CONDITIONS
[ Any text appearing in italic in this document is for guidance to the drafter, and shall be removed prior to the
GENERAL
completion of the document and its insertion in the tender documents. The Employer should insert “Tenderer to
Complete” in the space next to any Sub-Clause for which the Employer wishes Contract Data to be completed
by the tenderers. ]
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Item Sub-Clause Data
CONDITIONS
PARTICULAR
Documents forming the Contract are 1.1.6 & 1.5.1(a)...

listed below in their order of priority
Document (delete if not applicable) Document Identification
EN
GUIDANCE
(a) The Contract Agreement ................... ________________________________________

NOTES
(b) Particular Conditions – Part A –

Contract Data......................................... ________________________________________
IM
(c) Particular Conditions – Part B –
Special Provisions................................... ________________________________________
(d) General Conditions............................ ________________________________________

EC
(e) The Specification .............................. ________________________________________
(f) The Drawings ..................................... ________________________________________
(g) The Schedules................................... ________________________________________

SP
(h) The Contractor’s tendered design (if

any) ................................................... ________________________________________
(i) Any other document forming part of

the Contract........................................... ________________________________________
Name and address of Contractor........... 1.1.10 & 1.3(b) ... “Tenderer to Complete”____________________
________________________________________
Cost Plus Profit – where the Contract

allows for Cost Plus Profit, percentage
profit to be added to the Cost ................ 1.1.14................ _________ %
Defects Notification Period (DNP) .......... 1.1.18................ _________ days
Name and address of Employer.............. 1.1.20 & 1.3(b).... ________________________________________

________________________________________
Name and address of Engineer............... 1.1.22 & 1.3(b).... ________________________________________

________________________________________
b © FIDIC 2021 Short Form of Contract Second Edition

AGREEMENT
CONTRACT
Prolongation Cost .................................. 1.1.35................ The Contractor shall be entitled to Prolongation
Cost as follows, depending on the value of
the Works (below, “V”), as certified under
Sub-Clause 8.4.1, carried out at the time when
CONDITIONS
the event (whether a Variation under Clause 7 or
GENERAL
a claim under Clause 13) giving rise to an EOT
occurs.
If V = 0, PGC = 25% of W per day of EOT
If V > 0 and V < 33% of the Contract Price
stated in the Contract Agreement, PGC = 60%
CONDITIONS
PARTICULAR
of W per day of EOT
If V >= 33% and V < 66% of the Contract Price
stated in the Contract Agreement, PGC =
125% of W per day of EOT
If V >= 66% of the Contract Price stated in the
EN
Contract Agreement, PGC = 60% of W per day
GUIDANCE
of EOT
NOTES
Where W is the average Weight (W) of the
on-Site and off-Site overheads per day, and
W= 20% of the Contract Price stated in the
IM
Contract Agreement, divided by the Time for
Completion for the Works stated below.
Prolongation Cost shall be the only

compensation due from the Employer to
EC
the Contractor for an EOT resulting from

a compensable delay. For the avoidance
of doubt, this provision shall not affect
Contractor’s compensation rights for other Cost
(if any), such as disruption Cost (if any).
SP
Time for Completion for the Works......... 1.1.43................ _________ days (for Section completions – see
below)
If there are Sections:
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Definition of Sections:
Description Time for Completion Delay damages

(Sub-Clause 1.1.37) (Sub-Clause 1.1.43) (Sub-Clause 6.5)
__________________________________________ ________ days _____________ per day
__________________________________________ ________ days _____________ per day
__________________________________________ ________ days _____________ per day
__________________________________________ ________ days _____________ per day
__________________________________________ ________ days _____________ per day
__________________________________________ ________ days _____________ per day
Language............................................... 1.3(a).................. ________________________________________
Particular Conditions © FIDIC 2021

c
AGREEMENT
Methods of communication.................... 1.3(b).................. q Paper-original

q Electronic Original
(Employer to tick one or both options) delivered
by hand (against receipt), or sent by mail or
CONDITIONS
courier, or transmitted by using any of the

GENERAL
following electronic transmission systems:

________________________________________
Law governing the Contract................... 1.4..................... ________________________________________

CONDITIONS
PARTICULAR
Permits and licences to be obtained,

notices to be given, by each Party.......... 1.7.2.................. Employer Contractor
planning, zoning,
or building permit
or similar permits,
permissions, licences
and/or approvals for the
EN
Permanent Works
GUIDANCE
NOTES
(Employer to fill in relevant details)

IM
Total liability of the Contractor to the
Employer under or in connection with the
Contract................................................. 1.10.2................ ____________________________________ (sum)
Right of access to and possession of the

_________ days after the Commencement Date
EC
Site given by the Employer..................... 2.1.1..................
Engineer’s authorised person (if any)....... 3.1.1.................. ________________________________________
Limits on Engineer’s authority (if any)....... 3.2.2.................. __________________________________ (details)

________________________________________
________________________________________
SP
Contractor’s representative name and

particulars (if known at the stage of
Contract formation)................................. 4.2.1.................. “Tenderer to Complete”____________________
Subcontractors intended to be used by

the Contractor........................................ 4.4.1.................. “Tenderer to Complete”____________________
“Tenderer to Complete”____________________
“Tenderer to Complete”____________________
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Performance security
Performance security required?... 4.5.1.................. q Yes q No
(Employer to tick one option)
Amount....................................... 4.5.1.................. ________________________________________
Contractor’s design required?................. 4.7.1.................. q Yes q No
If Yes, or left unchecked, refer to Specification
for details.
d © FIDIC 2021 Short Form of Contract Second Edition

AGREEMENT
CONTRACT
Working hours........................................ 5.4.1.................. As per Contract Data Sub-Clause 6.2.3 below.
Programme:
Time for submission.................... 6.2.1.................. ________________________________________
CONDITIONS
GENERAL
Form of programme.................... 6.2.1.................. ____________________ (details – if those details
are extensive, they can be better elaborated in
the Specification, in which case a reference to
the Specification is to be made here instead)
CONDITIONS
PARTICULAR
Working hours........................................ 6.2.3.................. __________________________________ (details)
Delay damages:
Amount of delay damages........... 6.5.1 & 6.5.2...... ____________ for each day of delay (for Section
completions – see above)
EN
Maximum amount of delay
GUIDANCE
damages..................................... 6.5.1.................. ________________________________________
NOTES
Valuation of the Works............................ 8.1..................... (tick the relevant box(es))
IM
Lump sum Lump sum Lump sum Remeasurement Cost plus Other (specify)
price with single price with stage price with bill of with bill of
payment payments quantities quantities
q q q q q q
EC
Option A shall Option B shall Option C shall Option D shall Option E shall (specify)
apply – see apply – see apply – see apply – see apply – see
below below below below below
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If several boxes are ticked, the provisions under “combination of options” below shall apply.
SP
Option clauses
Option A – Lump sum price with single payment
The Contract Price shall be paid in one single instalment upon issue of the Taking-Over Certificate.
Option B – Lump sum price with stage payments
The Contract Price shall be paid according to the following Schedule of payments
Time for payment Instalment
_________________(specify) ___% of the Contract Price
_________________(specify) Remainder of the Contract Price

e
Option C – Lump sum price with bill of quantities
AGREEMENT
The value of the Works executed shall be calculated and paid for on a monthly basis, on the basis of:
1. the quantity of work executed for each item of work, measured by the Contractor and verified by the
Engineer, multiplied by
2. the appropriate rate or price for the item of work.
For each item of work, the appropriate rate or price for the item shall be the rate or price specified for such item
CONDITIONS
in the bill of quantities included in the Schedules, or, if there is no such item, specified for similar work.
GENERAL
Except in the case of Variations, the Contract Price shall not be adjusted because of a difference between the
measured quantity of an item of work and the quantity of this item in the bill of quantities which provides only
estimated quantities of work to be executed under the Contract. For the avoidance of doubt, the quantities of
work to be executed are the risk of the Contractor under this option.
CONDITIONS
PARTICULAR
Option D – Remeasurement with bill of quantities
The value of the Works executed shall be calculated and paid for on a monthly basis, on the basis of:
1. the quantity of work executed for each item of work, measured by the Contractor and verified by the
EN
Engineer and in accordance with the method of measurement specified under the Contract (if any),
multiplied by
GUIDANCE
2. the appropriate rate or price for the item

NOTES
If no method of measurement is specified under the Contract, measurement shall be made of the net actual
quantity of each item of work and no allowance shall be made for bulking, shrinkage or waste.
IM
For each item of work, the appropriate rate or price for the item shall be:
• the rate or price specified for such item in the bill of quantities included in the Schedules; or
• if there is no such item, the rate or price specified for similar work executed under similar conditions.
Otherwise, the work is deemed to be covered by other item(s) in the bill of quantities, unless sub-paragraph
EC
(b) below applies.
Upon request from either Party, a new rate or price shall be appropriate for an item of work if:
(a) all the three criteria (i) to (iii) below are satisfied
(i) the measured quantity of the item is changed by more than ten percent (10%) from the
estimated quantity stated in the bill of quantities for that item;
(ii) such change in quantity multiplied by the rate or price specified in the bill of quantities for this
SP
item exceeds 0.01% of the Contract Price stated in the Contract Agreement; and
(iii) this item is not specified in the bill of quantities as being not subject to adjustment for any
change in quantity; or
(b) there is no such item of work in the bill of quantities, whilst the method of measurement (if any) clearly
requires that the item of work be measured; or
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(c) the work is instructed as a Variation, and sub-paragraph (a) or (b) above applies.
Such new rate or price shall be agreed or determined under Sub-Clause 3.5, and the Contract Price shall be
adjusted accordingly. Each new rate or price shall be derived from:
• any relevant rates or prices specified in the bill of quantities or other Schedule, with reasonable
adjustments taking account of any relevant matter, such as, in the case of sub-paragraph (a) above,
the change in Cost per unit quantity which was the direct result of the change in quantity; or,
• if there is no such relevant rate or price, the Cost Plus Profit of executing the work, taking account of
any other relevant matters.
The quantities stated in the bill of quantities are estimated quantities and are not to be taken as the correct
and final quantities required for the Contractor to complete the Works in accordance with the Contract. For
the avoidance of doubt, the quantities of work to be executed are the risk of the Employer under this option.
f © FIDIC 2021 Short Form of Contract Second Edition

Option E – Cost plus
AGREEMENT
CONTRACT
The value of the Works executed shall be calculated and paid for on a monthly basis, on the basis of the Cost
Plus Profit of executing the Works, taking account of any other relevant matters. The Cost shall be agreed or
determined under Sub-Clause 3.5, and the Contract Price shall be adjusted accordingly.
Combination of options
CONDITIONS
For each part of the Works below, the specified valuation and payment option below, and the corresponding
GENERAL
option clause above, shall apply.
(Specify below which part(s) of the Works shall be paid according to which valuation and payment option)
CONDITIONS
PARTICULAR
Section/part:________________________ Option___________________________________
Section/part:________________________ Option___________________________________
EN
Advance Payment
GUIDANCE
NOTES
Amount....................................... 8.2.1.................. _________ % of the Contract Price stated in the
Contract Agreement
Advance payment guarantee
required? .................................... 8.2.2.................. q Yes q No
IM
Currency(ies) of payment ............ 8.2.3.................. As per Contract Data Sub-Clause 8.4.4 below.
Repayment terms ....................... 8.3(c).................. _________ %

EC
Repayment will begin when the amounts

certified under Sub-Clause 8.4 have
cumulatively reached 10% of the Contract Price
stated in the Contract Agreement
SP
Percentage of retention ......................... 8.3(b).................. _________ %
Limit of retention money ........................ 8.3(b).................. _________ % of the Contract Price
Amounts to be added and/or deducted

for Plant and Materials delivered to Site 8.3(d).................. q Yes q No
If Yes, or left unchecked, the following shall

apply. Otherwise, there shall be no such
amounts to be added and/or deducted.
Materials 80%
Plant 90%
Time for adding the When Plant and
above percentage of Materials are delivered
the Cost of Plant and to the Site
Materials
Time for deducting When Plant and
the above percentage Materials are
of the Cost of Plant incorporated into the
and Materials Permanent Works

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g
AGREEMENT
Currency(ies) of payment ....................... 8.4.4.................. __________________________________ (details)
Annual rate for financing charges for

delayed payment ................................... 8.7.2.................. _________ %
CONDITIONS
GENERAL
Contract Price adjustment for changes in

cost? ................................................... 8.8..................... q Yes q No
If yes, adjustment to be calculated in

CONDITIONS
PARTICULAR
accordance with the details provided in the

Schedule of cost indexation.
If no, Sub-Clause 8.8 shall not apply.
EN
GUIDANCE
NOTES
IM
EC
SP
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h © FIDIC 2021 Short Form of Contract Second Edition

With reference to Sub-Clause 12.1 [ Extent of Cover ] the Parties shall arrange insurance as follows:
Item Type Minimum amount Maximum Insuring Extent and Scope of Insurance Names of Period of Insurance Exclusions* Insurer
No. deductible Party insured intended to
permitted be used
1. Construction Construction All Risks [ sum ]* Contractor* Loss or damage to the Works, Contractor For the Works and the “Tenderer
All Risks insurance Goods and Contractor’s and Employer Contractor’s Documents: to
insurance Documents. The insurance with waiver of from the Commencement complete”
For the Works and the cover shall extend to subrogation Date until the date of issue

Contractor’s Documents: for include loss or damage of of the Taking-Over Certificate

the full replacement value, any part of the Works as a for the Works. Thereafter, the
Insurance

plus an additional amount of consequence of failure of insurance cover shall
fifteen percent (15%)* of such elements defectively designed be maintained until the issue
replacement value or constructed with defective of the Performance Certificate
material or workmanship in respect of completion
For the Goods: for their full of outstanding work and
replacement value including remedying defects
delivery to the Site*
For the Goods: from the
SP
time they are delivered to the
Site until they are no longer
required for the Works
2. Third Party - Loss or damage to any [ sum ]* Contractor* - Loss or damage to any Contractor From the Commencement Not “Tenderer
liability – property: for each and every property (other than the Works) and Employer Date until the issue of the applicable to
death or incident or occurrence for an arising out of the performance with cross Performance Certificate complete”
injury to amount not less than [ sum ]* of the Contract liability and
persons waiver of
EC
and loss or - Injury or death: for each and - Injury or death to any person subrogation
damage to every incident or occurrence
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property and for each person, for an
12.1.1
amount not less than [ sum ]*

3. Death or For each and every incident [ sum ]* Contractor* In accordance with Contractor During the whole time that Not “Tenderer
injury to or occurrence and for each applicable Laws with the Contractor’s personnel applicable to
IM
employees person, for an amount not less indemnity to are assisting in the execution complete”
of the than [ sum ]* Employer and of the Works
Contractor Engineer

4. Professional For each and every incident or [ sum ]* Contractor* Liability arising out of any Contractor From the Commencement Not “Tenderer
Indemnity occurrence without limitation act, error or omission by Date until _____* years after applicable to
Insurance for on the number of incidents or the Contractor in carrying the date of issue of the complete”
Contractor’s occurrences throughout the out the Contractor’s design Taking-Over Certificate for the
design (if any) insurance period and for an obligations Works

amount not less than [ sum ]*
EN
5. Other covers by each Party as required for compliance with applicable Laws and local practices*
* The Employer is to amend or complete as appropriate. Relevant amounts and deductibles must be specified for each type of insurance.
i
GUIDANCE PARTICULAR GENERAL CONTRACT
NOTES CONDITIONS CONDITIONS AGREEMENT
AGREEMENT
List of proposed persons for the position

of Adjudicator ........................................ 14.1.1................
- Proposed by Employer ............. 1._______________________________________

CONDITIONS
GENERAL
2._______________________________________
3._______________________________________
- Proposed by Contractor .......... 1. “Tenderer to Complete”

CONDITIONS
PARTICULAR
________________________________________
2. “Tenderer to Complete”
________________________________________
EN
3. “Tenderer to Complete”
GUIDANCE
NOTES
________________________________________
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IM
EC
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j © FIDIC 2021 Short Form of Contract Second Edition

Particular Conditions – Part B – Special Provisions
AGREEMENT
CONTRACT
Note
This Note is for use in completing the Special Provisions and shall not form part of the Special Provisions.
CONDITIONS
If the requirements of the project make it desirable to amend any clause or to add provisions to the General
GENERAL
Conditions, the amendments and additions should be set out on pages headed Particular Conditions – Part
B – Special Provisions. Amendments and additions may also become necessary in order to reflect relevant
provisions of the governing law, as well as of the Laws of the Country (in case they differ from the governing
law) and in particular mandatory provisions of such law(s) which affect the construction operation. Reflecting
such mandatory provisions into the Particular Conditions is useful to assist the practitioners who implement
the Contract, as they may not have full knowledge of such legal provisions which will affect the interpretation
CONDITIONS
PARTICULAR
of the Contract – especially in an international context with project team members of different nationalities and
backgrounds. Reflecting in one single document (the Contract) all relevant obligations (contractual as well as
legal) that the Parties are to comply with is therefore good practice as it provides better clarity and certainty for
all those involved in the construction operation.
EN
It follows that FIDIC recommends those preparing the Contract documents to seek relevant legal advice when
GUIDANCE
drafting the Special Provisions, in particular from construction lawyers specialised in the governing law and in
the Laws of the Country (in case they differ from the governing law).
NOTES
IM
EC
SP

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Annexes - Forms
AGREEMENT
The following example forms, which (except for Annex E) incorporate Uniform Rules published by the
International Chamber of Commerce (the “ICC”, which is based at 33–43 Avenue du Président Wilson, 75116
Paris, France, www.iccwbo.org), need to be carefully reviewed against, and may have to be amended to
comply with, applicable law. Although the ICC publishes guides to these Uniform Rules, legal advice should
CONDITIONS
be taken before the securities are written. Note that the guaranteed amounts should be quoted in all the
GENERAL
currencies, as specified in the Contract, in which the guarantor pays the beneficiary.
CONDITIONS
PARTICULAR
EN
GUIDANCE
NOTES
IM
EC
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l © FIDIC 2021 Short Form of Contract Second Edition

Annex A EXAMPLE FORM OF PERFORMANCE SECURITY
AGREEMENT
– DEMAND GUARANTEE
CONTRACT
Guarantee No.: ________________________________________[ insert guarantee reference number ]
The Guarantor: _______________________________________________________________________
[ insert name and address of place of issue, unless indicated in the letterhead ]
CONDITIONS
Name of Contract/Contract No.: ________________________________________________________
GENERAL
[ insert reference number or other information identifying the contract between the Applicant and the
Beneficiary on which the guarantee is based ]
The Beneficiary (the “Employer”): ________________________________________________________
_______________________________________ [ insert name and address of the Beneficiary ]
CONDITIONS
PARTICULAR
We have been informed that __________________________________________________ [ insert
name and address of the Contractor ] (hereinafter called the “Applicant”) is your Contractor under
such Contract, which requires it to obtain a performance security.
At the request of the Applicant, we ___________________________ [ insert name of Guarantor ]
hereby irrevocably undertake to pay you, the Beneficiary/Employer, any sum or sums not exceeding
EN
in total the amount of ______________________________________________ [ insert in figures and
GUIDANCE
words the maximum amount payable and the currency in which it is payable ] (the “Guaranteed
NOTES
Amount”) upon receipt by us of your demand in writing and your written statement indicating in what
respect the Applicant is in breach of its obligations under the Contract.
[ Following receipt by us of an authenticated copy of the Taking-Over Certificate for the whole of the
Works under clause 9 of the Conditions of Contract, the Guaranteed Amount shall be reduced by
IM
_______% and we shall promptly notify you that we have received such certificate and have reduced
the Guaranteed Amount accordingly. ] (1)
Any demand for payment must contain your signature(s) which must be authenticated by your
bankers or by a notary public. The authenticated demand and statement must be received by
us at the following office _____________________________ [ insert address of office ] on or before
EC
___________________ [ insert the date 70 days after the expected expiry of the Defects Notification
Period for the Works ] (the “Expiry Date”), when this guarantee shall expire.
We have been informed that the Beneficiary may require the Applicant to extend this guarantee if
the Performance Certificate under the Contract has not been issued by the date 28 days prior to
such Expiry Date. We undertake to pay you the Guaranteed Amount upon receipt by us, within
such period of 28 days, of your demand in writing and your written statement that the Performance
SP
Certificate has not been issued, for reasons attributable to the Applicant, and that this guarantee has
not been extended.
The party liable for the payment of any charges: ___________________________________________
_______________________________________ [insert the name of the party].
This guarantee shall be governed by the laws of ___________________________ [ insert the law
governing the guarantee ], and shall be subject to the Uniform Rules for Demand Guarantees, (URDG)
2010 Revision, ICC Publication No. 758.
SIGNED by:__________________________________ SIGNED by(2):_________________________________

(signature) (signature)
____________________________________________ ____________________________________________
(name) (name)
Date:
When drafting the tender documents, the writer should ascertain whether to include the optional
(1)
text, shown in parentheses [ ].

Whether one or more signatories for the bank are required will depend on the bank and/or
(2)
applicable law.

m
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Annex B EXAMPLE FORM OF ADVANCE PAYMENT
AGREEMENT
GUARANTEE

The Guarantor: _______________________________________________________________________
CONDITIONS
Name of Contract/Contract No.: [ insert reference number or other information identifying the
GENERAL
contract between the Applicant and the Beneficiary on which the guarantee is based ] ___________
____________________________________________________________________________________
_______________________________________
CONDITIONS
PARTICULAR

We have been informed that ___________________________________________________ [ insert
name and address of the Contractor ] (hereinafter called the “Applicant”) is your Contractor under
such Contract and wishes to receive an advance payment, for which the Contract requires it to
obtain a guarantee.
EN
At the request of the Applicant, we ____________________________ [ insert name of Guarantor ]
GUIDANCE
NOTES
in total the amount of [ insert in figures and words the maximum amount payable and the currency
in which it is payable ] ____________________________ (the “Guaranteed Amount”) upon receipt by
us of your demand in writing and your written statement that:
(a) the Applicant has failed to repay the advance payment in accordance with the
IM
Conditions of Contract, and
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(b) the amount of the advance payment which the Applicant has failed to repay.
This guarantee shall become effective upon receipt [ of the first instalment ] of the advance payment
EC
by the Applicant. The Guaranteed Amount shall be reduced by the amounts of the advance payment
repaid to you, as evidenced by interim payment certificates issued under Sub-Clause 8.4 of the
Conditions of Contract. Following receipt of a copy of each interim payment certificate, we shall
promptly notify you of the revised Guaranteed Amount accordingly.
bankers or by a notary public. The authenticated demand and statement must be received by us
SP
at the following office ________________________________________[ insert address of office ] on or

before _____________________________ [ insert the date 70 days after the expected expiry of the
Time for Completion ] (the “Expiry Date”), when this guarantee shall expire.
_______________________________________ [insert the name of the party].
This guarantee shall be governed by the laws of ________________________________ [ insert the
law governing the guarantee ], and shall be subject to the Uniform Rules for Demand Guarantees
(URDG) 2010 Revision, ICC Publication No. 758.

____________________________________________ ____________________________________________
(name) (name)
Date:___________________________________
(1)
applicable law.
n © FIDIC 2021 Short Form of Contract Second Edition

Annex C EXAMPLE FORM OF RETENTION MONEY
AGREEMENT
GUARANTEE
CONTRACT
The Guarantor: _______________________________________________________________________
CONDITIONS
Name of Contract/Contract No.: [ insert reference number or other information identifying the contract
GENERAL
between the Applicant and the Beneficiary on which the guarantee is based ] __________________
[ insert name and address of the Beneficiary ]
We have been informed that _____________________________________________ [ insert name and
CONDITIONS
PARTICULAR
address of the Contractor ] (hereinafter called the “Applicant”) is your Contractor under such Contract
and wishes to substitute [part of] the retention money by a guarantee.
At the request of the Applicant, we ________________________________ [ insert name of Guarantor ]
in total the amount of _____________________________________________ [ insert in figures and
EN
words the maximum amount payable and the currency in which it is payable ] (the “Guaranteed
GUIDANCE
Amount”) upon receipt by us of your demand in writing and your written statement that the Applicant
NOTES
has failed to carry out its obligation(s) to rectify the following defect(s) for which it is responsible under
the Contract [ state the nature of the defect(s) ].
bankers or by a notary public. The authenticated demand and statement must be received by us at
IM
the following office ____________________________________________ [ insert address of office ] on
or before ______________________ [ insert the date 70 days after the expected expiry of the Defects
Notification Period for the Works ], (the “Expiry Date”), when this guarantee shall expire.
We have been informed that the Beneficiary may require the Applicant to extend this guarantee if
the Performance Certificate under the Contract has not been issued by the date 28 days prior to
EC
such Expiry Date. We undertake to pay you the Guaranteed Amount upon receipt by us, within
such period of 28 days, of your demand in writing and your written statement that the Performance
Certificate has not been issued, for reasons attributable to the Applicant, and that this guarantee has
not been extended.
[ insert the name of the party ].
SP
This guarantee shall be governed by the laws of ________________________________ [ insert the law
governing the guarantee ], and shall be subject to the Uniform Rules for Demand Guarantees (URDG)
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2010 Revision, ICC Publication No. 758.

____________________________________________ ____________________________________________
(name) (name)
Date:___________________________________
(1)
applicable law.

o
Annex D EXAMPLE FORM OF PAYMENT GUARANTEE BY
AGREEMENT
EMPLOYER

The Guarantor: _______________________________________________________________________
CONDITIONS
Name of Contract/Contract No.: [ insert reference number or other information identifying the
GENERAL
contract between the Applicant and the Beneficiary on which the guarantee is based ] ___________
____________________________________________________________________________________
The Beneficiary (the “Contractor”): _______________________________________________________
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CONDITIONS
PARTICULAR
We have been informed that _______________________________________________________

[ insert name and address of the Employer ] (hereinafter called the “Applicant”) is required to obtain
a bank guarantee.
At the request of the Applicant, we _____________________________ [ insert name of Guarantor ]
hereby irrevocably undertake to pay you, the Beneficiary/Contractor, any sum or sums not exceeding
EN
in total the amount of ____________________________________________ [ insert in figures and
GUIDANCE
words the maximum amount payable and the currency in which it is payable ] upon receipt by us of
NOTES
your demand in writing and your written statement that:

(a) in respect of a payment due under the Contract, the Applicant has failed to make
payment in full by the date fourteen days after the expiry of the period specified in
the Contract as that within which such payment should have been made, and
IM
(b) the amount(s) which the Applicant has failed to pay.
Any demand for payment must be accompanied by a copy of ___________________________ [ insert

list of documents evidencing entitlement to payment and the language in which these documents
are to be submitted ], in respect of which the Applicant has failed to make payment in full.
EC
bankers or by a notary public. The authenticated demand and statement must be received by us at
the following office ________________________________________________ [ address of office ] on
or before ___________________ [ insert the date six months after the expected expiry of the Defects
Notification Period for the Works ] when this guarantee shall expire.
SP
__________________________________________ [ insert the name of the party ].

This guarantee shall be governed by the laws of insert the law governing the guarantee) and shall
be subject to the Uniform Rules for Demand Guarantees (URDG) 2010 Revision, ICC Publication
No. 758.

____________________________________________ ____________________________________________
(name) (name)
(1)
applicable law.
p © FIDIC 2021 Short Form of Contract Second Edition

Annex E EXAMPLE FORM OF INSURANCE CERTIFICATE
AGREEMENT
CONTRACT
Notes:
1) This certificate is to be produced on the insurer’s letterhead.
2) This form of the insurance certificate could be used where a) all insurances
are provided by one insurer in which case all relevant polices shall be listed
CONDITIONS
hereunder; or b) multiple insurers provide different insurance coverage(s)
GENERAL
in which case this form shall be used separately by each insurer for the
respective insurance(s) it provides.
Unless otherwise defined herein, capitalised terms in this certificate shall have the meanings ascribed
to them under Contract No. _______________________________ [ insert Contract No. ] entitled
______________________ [ insert Contract title ] (“the Contract” as such term is defined therein).
CONDITIONS
PARTICULAR
Name and address for whom this certificate is issued: ____________________________________
____________________________________________ [ insert name and address of the certificate
recepient ] (“Employer” or “Contractor” – delete as appropriate)
Name and address of the insuring Party: __________________________________________________
______________________________________ [ insert name and address ] (“Contractor” or “Employer”
EN
– delete as appropriate)
GUIDANCE
We _____________________________ [ insert insurer name ] hereby certify and agree that:
NOTES
A) We have issued/endorsed policies of insurance which effect during their respective
validity periods, the insurance coverage(s) described in the table below(1) in the joint
names of the Parties (except where otherwise stated).
IM
B) Subject to the exclusions/conditions/declarations set out below, if any, the below
policies provide insurance coverages complying fully with the provisions of Clause 12
of the Contract.
C) The premiums have been paid by the insuring Party.

EC
D) The below policies provide that the insurer’s or underwriter’s rights of subrogation
against each insured Party and rights of contribution from other insurances held by
each insured Party are waived.
E) The insurance policy for third party liability shall include a cross liability clause such
that the insurance thereunder shall apply to the Contractor and the Employer as
SP
separate insureds.
F) The insurance policy for death or injury to Contractor’s personnel shall indemnify
the Employer and the Engineer except for losses and claims caused by any act or
neglect of the Employer or any of the Employer’s personnel.
G) The below policies provide that the insurer cannot cancel or terminate the policies
without first having given the Employer/Contractor [delete as appropriate] thirty (30)
days’ prior written notice (or such other period as may be required by the insurer) of
an intention to cancel or terminate and, in the case of non-payment of premium, an
opportunity for the Employer/Contractor [delete as appropriate] to pay such premium.
Signed by (insurer’s authorised representative):

Name__________________________________
Title ___________________________________
Name of insurer _________________________
Seal of insurer
Insert a table listing all policy(ies) provided by the insurer and covered by this certificate. The table
(1)
content shall be pursuant to the insurance table in the Contract Data.

q
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FORM OF CONTRACT
AGREEMENT
GENERAL CONDITIONS
FIDIC
SECOND EDITION 2021
EN
GUIDANCE NOTES
Guidance Notes
(with forms in an annex)
IM
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GUIDANCE NOTES
AGREEMENT
INTRODUCTION
The terms of the Conditions of the Short Form of Contract have been prepared by the Fédération
CONDITIONS
Internationale des Ingénieurs-Conseils (FIDIC) and are recommended for general use for the
GENERAL
construction of building or engineering works whether partially or wholly designed by the Employer
or the Contractor.
This form of contract is meant to serve projects where the perceived level of risk is low, and/or
where construction parties wish to use a form which is simple to use and does not require significant
CONDITIONS
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contract administration and management resources.
The approach taken by FIDIC in drafting this Second Edition has been to capture only the essential
rights and obligations of the Parties, and to disregard/not retain obligations which are considered
secondary and/or better placed elsewhere in the Contract (Specification for instance). It follows
that additional care is to be given by those drafting Contract documents (and in particular, the
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Specification) to make sure that all project requirements which are not found in the Conditions of
GUIDANCE
Contract (full scope of Works, delineation of design responsibilities between the Parties, progress
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monitoring and reporting, etc.) are properly set out in other Contract documents.
Specific requirements of a project often make it desirable to amend any clause or to add provisions
to the General Conditions, in which case the amendments and additions should be set out on pages
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headed Particular Conditions – Part B – Special Provisions. However, great care must be taken to
ensure that the wording does not unintentionally alter the meaning of other clauses in the Conditions
of Contract, does not inadvertently change the obligations assigned to the Parties or the balance of
risks shared between them and/or does not create any ambiguity or misunderstanding in the rest of
the Contract documents. FIDIC therefore recommends that drafters limit amendments or additions
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to the General Conditions to the maximum possible extent to avoid creating contract interpretation
and implementation difficulties which may result in disputes, to the detriment of the project and of
the Parties.
The guidance hereafter is intended to assist drafters of the Special Provisions by explaining the
rationale behind the drafting of some of the General Conditions of Contract, and by highlighting
alternatives that can be considered by drafters where appropriate.
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The following references and examples show some of the Sub-Clauses in the General Conditions
which may need amending to suit the needs of a particular project or the requirements of the Employer.
The selected Sub-Clauses do not necessarily require changing and the example wording may not
suit the needs of a particular project or the Employer. It is the responsibility of the drafter of the
Special Provisions to ensure that the Sub-Clauses selected and the wording chosen are appropriate
to the project concerned.
Furthermore, there may be other Sub-Clauses, not mentioned below, which need amendment.
Great care must be taken when amending the wording of the General Conditions, or adding new
provisions, to ensure that the balance of obligations and rights of the Parties are not unintentionally
compromised.
Sample forms of communication are included in an annex to these guidance notes. They are meant
to assist and guide the Parties in their Contract administration duties. These forms are provided for
guidance purposes only, and do not form part of the Contract.
Finally, drafters should note that there are three levels of clause numbering which are provided
under the Green Book. There are 14 main Clauses, which are broken down into Sub-Clauses. For
ease of reference, provisions under each Sub-Clause have been further numbered where relevant.

However, and again for ease of reference, there is no use of “Sub-Sub-Clause” terminology as it
AGREEMENT
would have made the text too cumbersome to read. As an example, the following provisions under
CONTRACT
Sub-Clause 4.4.3: “Each subcontract shall include provisions permitting such assignment, as well
as the assignment set out under Sub-Clause 10.2.5 in the event of termination” make reference to
“Sub-Clause 10.2.5” and not to “Sub-Sub-Clause 10.2.5”.
The same principle applies when a further (fourth) division is used. See, for example, the reference to
Sub-Clause 10.4.1(b) in Sub-Clause 10.4.3.
CONDITIONS
GENERAL
It follows that when the statement “under this Sub-Clause” is made in the Green Book (such as, for
example, under Sub-Clause 4.7.2) it should be understood to mean a reference to the Sub-Clause
as a whole (i.e. Sub-Clause 4.7 as it is the case in the former example), or to the “Sub-Sub-Clause”
(as it is the case in Sub-Clause 10.2.2) as the context may require.
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GENERAL – POINTS OF CAUTION FOR DRAFTERS
AGREEMENT
The Contract and the law

Amendments and additions to the General Conditions’ provisions may also become necessary
in order to reflect relevant provisions of the governing law, as well as of the Laws of the Country
(being “the country in which the Site (or most of it) is located, where the Permanent Works are to
CONDITIONS
be executed” as defined in Sub-Clause 1.1.15), in case they differ from the governing law, and in
GENERAL
particular mandatory provisions of such law(s) which affect the construction operation. Reflecting
such mandatory provisions in the Particular Conditions is useful to those carrying out the Contract,
as they may not be aware of legal provisions which may affect the interpretation of the Contract –
especially in the case of project team members of different nationalities and backgrounds. Reflecting
in one single document (the Contract) all relevant obligations (contractual as well as legal) that the
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Parties are to comply with is therefore good practice as it provides better clarity and certainty for all
those involved in the construction operation.
Despite being good practice, FIDIC notes that, regrettably, it is too often neglected in international
projects. Frequently, contract documents end up being drafted with no input from personnel with
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legal qualifications, and without a legal review to ensure appropriateness of the wording used,
consistency within and between the contract documents, and compatibility between the contract
GUIDANCE
provisions and the relevant applicable law(s). However, a contract is a legal instrument which sets
out obligations which are enforceable at law, and drafting contract documents without legal input is
akin to drafting specifications without engineering input: it is bound to generate difficulties later on.
It follows that FIDIC recommends that those preparing the contract documents seek relevant
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professional advice when drafting the Special Provisions, in particular from construction lawyers
specialised in the governing law, and in the Laws of the Country (in case they should differ from the
governing law).
FIDIC Golden Principles

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More and more often, FIDIC encounters amended versions of “FIDIC contracts”, in which significant
changes to the General Conditions have been made by means of replacing, changing or omitting
part(s) of the wording of the General Conditions in the Particular Conditions. The changes introduced
may have been substantial and to such an extent that the final contract no longer resembles a FIDIC
contract, thus jeopardising the “FIDIC brand”, and misleading tenderers and the public.
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FIDIC has accordingly developed certain “Golden Principles” (GPs) which FIDIC considers to be
inviolable and sacrosanct for a contract to be still recognisable as and named a FIDIC contract.
FIDIC GPs are set out below:
• GP1: The duties, rights, obligations, roles and responsibilities of all the
Contract Participants must be generally as implied in the General Conditions,
and appropriate to the requirements of the project.
• GP2: The Particular Conditions must be drafted clearly and unambiguously.
• GP3: The Particular Conditions must not change the balance of risk/reward
allocation provided for in the General Conditions.
• GP4: All time periods specified in the Contract for Contract Participants to
perform their obligations must be of reasonable duration.
• GP5: All formal disputes must be referred to a Dispute Avoidance/Adjudication

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Board (or a Dispute Adjudication Board, if applicable) for a provisionally

binding decision as a condition precedent to arbitration.
These FIDIC Golden Principles are described and explained in the publication FIDIC’s Golden Principles
(which can be freely downloaded at https://fidic.org/books/fidic-golden-principles-2019 †), and are
necessary to ensure that modifications to the General Conditions:

• are limited to those necessary for the particular features of the Site and the project,
AGREEMENT
and necessary to comply with the applicable law(s);
CONTRACT
• do not change the essential fair and balanced character of a FIDIC contract; and
• the Contract remains recognisable as a FIDIC contract.
FIDIC strongly recommends that the Employer, the Contractor and all drafters of the Special Provisions
take all due regard of the five FIDIC Golden Principles, and scrutinise the aforementioned FIDIC
CONDITIONS
publication which provides guidance on how to develop Particular Conditions which are compliant
GENERAL
with the FIDIC Golden Principles.
†
Please Note: all web links referred to in these guidance notes are up-to-date as of the date of this
publication but it is recommended that users of these guidance notes check online, at the time that
they wish to reference the relevant document, for the most up-to-date web link and version of the
document.
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Introducing Special Provisions into the Contract
Provisions found in the Contract documents under Special Provisions (Particular Conditions – Part B)
indicate that the General Conditions have been amended or supplemented.
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GUIDANCE
In describing the Conditions of Contract in the tender documents, the following text can be used:
“The Conditions of Contract comprise the “General Conditions”, which form part of the “Short Form
of Contract” Second Edition 2021 published by the Fédération Internationale des Ingénieurs-Conseils
(FIDIC), the Contract Data (Particular Conditions – Part A) and the following “Special Provisions”
(Particular Conditions – Part B), which include amendments and additions to such General
Conditions.”
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The provisions of the Special Provisions (Particular Conditions – Part B) will always over-rule and
supersede the equivalent provisions in the General Conditions, and it is important that the changes are
easily identifiable by using the same clause numbers and titles as appear in the General Conditions.
Furthermore, it is necessary to add a statement in the tender documents for a contract that:
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“The provisions to be found in the Special Provisions (Particular Conditions – Part B) take precedence
over the equivalent provisions found under the same Sub-Clause number(s) in the General Conditions,
and the provisions of the Contract Data (Particular Conditions – Part A) take precedence over the
Special Provisions (Particular Conditions – Part B).”
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Contract Agreement
A form of Contract Agreement is provided at the beginning of this Second Edition, before the General
Conditions. It incorporates the tenderer’s offer and its acceptance by the Employer, in one single
document for ease of use by the Parties. This is a recognition of both:
• the fact that, in many jurisdictions, a legally binding contract is created when (amongst
other criteria for contract formation) an offer is accepted; and
• the simple and straightforward nature of projects covered by the Green Book, for which
a simplified contract formation process like this (which is regular procurement practice
in some jurisdictions) makes sense and where limited post-offer and pre-contract
negotiations are expected between the Parties. Under such a configuration, and unlike
other longer forms of FIDIC contracts, one single document replaces three documents
(Letter of Tender, Letter of Acceptance, Contract Agreement).
The tenderer will sign the “Offer” part of the Contract Agreement and send it to the Employer together
with the rest of its tender. If the tenderer is selected by the Employer, then all that the Employer
needs to do is to fill in and sign the “Acceptance” part of the Contract Agreement and return it to the
tenderer and the date of receipt by the tenderer (who now becomes the Contractor) of the returned
Contract Agreement will be the date when the Contract comes into effect.
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In case there are post-offer and pre-contract formation negotiations, it is recommended, as best
AGREEMENT
practice, that any change required to the Contract documents as a result of the negotiations is
made directly in those documents rather than in separate minutes of contract negotiations. This
will reduce the risk of ambiguity in the wording, or inconsistency with provisions in the Contract
documents, and, therefore, reduce the risk of uncertainty about the effects of the minutes, and of
disputes arising as a result.
If, in exceptional cases, for whatever reason (such as speediness of the contracting process), the
CONDITIONS
Parties prefer to rely on minutes of contract negotiations so as to clarify and/or amend and/or
GENERAL
supplement provisions found in the Contract documents, then it is recommended that the Parties
expressly refer to and attach such minutes to the Contract Agreement. The Contract Agreement
is the highest priority document, within the Contract documents, for interpretation purposes in
accordance with Sub-Clause 1.5 and the order provided in the Contract Data, and therefore when
expressly referenced in and attached to the Contract Agreement the minutes will achieve their
CONDITIONS
PARTICULAR
intended purpose by prevailing over any other Contract document that the minutes aim to clarify/
amend/supplement. The same recommendation to seek specialist advice to ensure, careful drafting
applies as in the case of the Special Provisions, i.e. it is recommended that such minutes benefit
from specialist professional input, as a minimum through a legal review.
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In case the Contract Price offered by the Contractor is to be changed as a result of the negotiations,
then it is recommended that the tenderer should fill in and sign a new form of Agreement, to be then
GUIDANCE
countersigned by the Employer.

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Clause 1 General Provisions
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CONTRACT
Sub-Clause 1.1 Definitions
Terms used with an initial capital letter are defined under the Contract, and definitions are to
be found under Sub-Clause 1.1.
The opening words of Sub-Clause 1.1 mean that the definitions apply, not only to the
CONDITIONS
Conditions of Contract, but to all the documents of the Contract. Therefore, drafters should
GENERAL
ensure using defined terms in accordance with those as defined in the definitions.
It is frequent that Contract documents are drafted by different persons, with their own
background and experience, which may lead them to use different terms than those provided
in the Conditions of Contract. A typical example is using “Client”, “Owner”, or “Project
CONDITIONS
PARTICULAR
Owner” instead of the FIDIC term “Employer”. Ideally, any drafter of Contract documents
should familiarise himself/herself with the Green Book’s terminology. Practically speaking, it is
recommended that a final review is made of all Contract documents, for checking and removal
of any inconsistent terminology within the Contract documents as this can cause confusion in
practice and may result in disputes. Such review should be made by person(s) with sufficient
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knowledge and understanding of the Green Book terminology and provisions.
GUIDANCE
Definitions are sorted by alphabetical order. If it is necessary to introduce new defined terms
into the text of the Special Provisions, each new term should be carefully and properly
defined, using a clear and correct Sub-Clause numbering system. It is recommended that
the numbering of new definitions does not interfere with the numbering as originally included
in the General Conditions. New defined terms could then be introduced using Sub-Clause
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numbers from 1.1.46 onwards. Alternatively:
• A fresh new numbering order could be implemented for the newly defined terms,
starting from “B.1.1.1”; or
• If the drafters want to preserve the alphabetical order of the defined terms, they
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may then provide extensions to the existing numbering system. For example, if the
use and definition of “Milestones” is wanted, the definition of “Milestones” could
be numbered as “1.1.28A” or “1.1.28.1” so as to highlight that it comes between
“1.1.28” (Materials) and “1.1.29” (No-objection).
Sub-Clause 1.5 Priority of and Errors or Defects in Documents

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Sub-Clause 1.5.1 refers to the list of Contract documents which is provided in the Contract
Data, and the order of priority in which they are listed serves the purpose of resolving any
conflict, ambiguity or discrepancy which can be found between them. Whilst ideally any of
those matters should have been identified and resolved at the Contract drafting stage, it is,
however, often the case that they persist into the final Contract documentation.
As an example, the Specification may define that some specific Materials are to be used and
incorporated into the Works, while the Drawings may specify others. The Parties will be bound
by the definition in the document of higher priority: in this case, the Specification.
In accordance with Sub-Clause 1.5.1(b), the Engineer shall issue the necessary clarification or
instruction. In the former example, it may then confirm what the priority order provides, i.e. that
the Materials specified in the Specification shall apply. But it also has the possibility to rectify
this by instructing that the Materials as defined in the Drawings shall apply. The Contractor is
bound to comply with the Engineer’s instruction in accordance with Sub-Clause 3.3, but in
such a case such instruction will constitute a Variation (in accordance with Sub-Clause 3.3.2
and Clause 7) given that the Contractor is contractually bound to comply with the Specification
for that particular matter; not the Drawings.
Similarly, under Sub-Clause 1.5.2 the rectification of an error in a document which was
“prepared for use in the execution of the Works” may well trigger a Variation. For example,
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some structural details in civil works Drawings prepared by (or on behalf of) the Employer may
AGREEMENT
prove insufficient to bear a given design load, and whilst, according to Sub-Clause 1.5.2, it
is for the Employer (as the Party responsible for such error) to rectify it, its rectification will
amend the Drawings and will therefore strictly speaking be a Variation, in accordance with its
definition given under Sub-Clause 1.1.45.
Finally, it should be noted that the second sentence under Sub-Clause 1.5.1 refers to any
“conflict, ambiguity or discrepancy in or between the documents” (emphasis added). When
CONDITIONS
there is a conflict in the same document (for example between two parts of the Specification,
GENERAL
specifying conflicting Materials), and not between two documents, the order of priority of
Contract documents will not help resolve the conflict. The Engineer shall issue the necessary
clarification or instruction in accordance with Sub-Clause 1.5.1(b), but the Employer should
be mindful of the fact that the rules of contract interpretation at law may cause the drafter
of any document to be responsible for any ambiguities in his/her own drafting. Even if such
CONDITIONS
PARTICULAR
rules may apply as a last resort, after all other interpretation rules had been exhausted, it
nevertheless may be a risk for the Employer. That risk could be avoided by a careful review of
the final Contract documentation prior to the start of the tendering process.
Sub-Clause 1.8 Confidentiality
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For the purpose of clarity, the Parties may wish to define precisely what they respectively
GUIDANCE
consider to be their “confidential information” which, in accordance with Sub-Clause 1.8,

shall not be disclosed by the other Party without the first Party’s consent.
Clause 2 The Employer

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This Clause groups some of the key obligations of the Employer, such as providing right of
access to, and possession of, the Site to the Contractor (otherwise the Works cannot be
performed and the object of the Contract would be frustrated), providing relevant Site data in
its possession to the Contractor, and making sure that it has the right financing arrangements
in place so as to be able to pay the Contractor for Works executed under the Contract.
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It does not, however, mean that all of the Employer’s obligations are listed under Clause 2.
The Contract is to be read and construed as a whole, and, indeed, other key obligations of
the Employer are found in other places: payment obligations under Clause 8 are one example.
Sub-Clause 2.1 Access to and possession of the Site

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If the Employer does not intend to give right of access to, and possession of, all parts of
the Site at once, but in stages (as is often the case in linear infrastructure projects), then the
Employer shall specify such different parts and the corresponding time of right of access to/
possession of each part in the Contract Data. The Employer may also decide to define such
parts as Sections so as to provide for a staged delivery of the Works, to which specific Times
for Completion are attached and, possibly, specific delay damages (see notes on Sub-Clause
6.5 below).
If it is decided that a performance security is required under the Contract, and such option
is selected in the Contract Data for Sub-Clause 4.5.1, the Employer may additionally make
the delivery of the performance security by the Contractor a condition precedent to the
Employer’s obligation to give right of access to, and possession of, the Site.
In such case, the following provision should be added:
EXAMPLE After the last sentence of Sub-Clause 2.1.1, add the following:
“However, the Employer may withhold any such right or possession

until the performance security has been received by the Employer.”

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Clause 3 The Engineer
AGREEMENT
CONTRACT
In contrast to the First Edition of the Green Book, which had provided, as a default case, for
an Employer’s representative, the Second Edition provides for an Engineer to be appointed by
the Employer to act on its behalf under the Contract.
This is a recognition of the fact that the Second Edition is intended to cover a wider range of
projects than the First Edition, and in particular higher capital value projects. The larger the
CONDITIONS
project, the more likely the Employer will need to rely on an external independent consulting
GENERAL
engineering firm to act as the Engineer under the Contract. This is due to a lack of capacity,
within the Employer’s organisation, to cover all of the fields (engineering, financial management,
project controls, contract administration, etc.) required by the Contract, and/or to a lack of
sufficient available skilled resources.
CONDITIONS
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It is also to be noted that certain jurisdictions impose, by law, that such an external engineer (or
architect in the case of building works) is appointed by an employer in relation to construction
operations of a certain nature (for example, when structural works are at stake), regardless of
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the project size. It follows that a small value project does not necessarily mean that an external
independent Engineer is not required.
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Notwithstanding the above, it is not because this Second Edition refers to an Engineer that
GUIDANCE
the Employer should believe that no one from its organisation is to be named as Engineer.
Traditionally, the role of the Engineer has been fulfilled by consulting engineering firms which are
independent from the Employer’s organisation, but market practice (in particular in relation to
industrial and energy projects) shows that it is not always the case, and in certain jurisdictions
for public funded projects the law imposes that the person acting as the Engineer is a civil
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servant from the public administration. For such cases, the Employer may prefer to replace
all instances where the term “Engineer” is used in this Second Edition of the Green Book by
the term “Employer’s Representative”, and to proceed with other required amendments. To
that effect, guidance could be taken from the Employer’s Representative provisions found
under the 2017 Silver Book. It is indeed a possibility but, ultimately, what is of paramount
importance is that the person administering the Contract, whether it be the Engineer or the
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Employer’s Representative, acts according to the duties assigned to it under the Contract.
And, in particular, acts neutrally and fairly when making a determination under Sub-Clause
3.5.1, or when fairly certifying payment under Sub-Clause 8.4.1. There can be no long-term
benefit for the project, hence for the Employer, in allowing the Engineer or the Employer’s
Representative to act unfairly towards the Contractor.
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It is therefore more important to focus on the substantive role and duties assigned to the
contract administrator, and to make sure they comply with the principles and provisions set
out under this Second Edition, rather than on to matters of form such as whether the contract
administrator should be named Engineer or Employer’s Representative.
Sub-Clause 3.1 Engineer, Engineer’s Authorised Person and Assistants
Sub-Clause 3.1.1 caters for two typical situations encountered on projects.
1. If the Engineer is a legal entity, i.e. a company or a firm, then for the sake of ease of
communications with the Parties the Engineer shall make clear who is the natural person
authorised to represent the Engineer and empowered to act as the Engineer under the
Contract. It is important, for project management as well as contract management
purposes, given that according to Sub-Clause 3.1.3 only the Engineer is authorised
to act under Sub-Clause 3.5, and, therefore, to issue for example a determination on
a claim or a Variation. Owing to the sensitive and critical nature of such actions, it is
preferable to assign them to a senior person within the Engineer’s organisation.
2. If the Engineer is a natural person, and named as such under the Contract, then no
further action will be required under Sub-Clause 3.1.1.
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In the appointment of the Engineer, it is recommended that the Employer and the Engineer use
AGREEMENT
the FIDIC Client/Consultant Model Services Agreement (White Book) fifth edition, 2017 (https://
fidic.org/books/clientconsultant-model-services-agreement-5th-ed-2017-white-book)
Under Sub-Clause 3.1.3, the Engineer’s assistants may include: design engineers, other
construction professionals, technicians, inspectors and/or specialist independent engineers
and/or inspectors appointed to monitor and review the execution of the Works (including
reviewing Contractor’s Documents, inspecting and/or testing items of Plant and/or Materials,
CONDITIONS
etc.).
GENERAL
If it is anticipated that the Engineer’s assistants may not all be fluent in the language for
communications defined in Sub-Clause 1.3 [ Communications ], consideration should be
given to amending this Sub-Clause as follows:
CONDITIONS
PARTICULAR
EXAMPLE After the first sentence of Sub-Clause 3.1.3, add the following:
“If any assistants are not fluent in this language, the Engineer shall
make competent interpreters available during all working hours, in
a number sufficient for those assistants to properly perform their
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assigned duties and/or exercise their delegated authority.”
GUIDANCE
Sub-Clause 3.2 Engineer’s Duties and Authority
In performing the Engineer’s duties and in exercising his/her authority under the Contract, the
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Engineer should take due regard of:
• FIDIC’s Code of Ethics for consulting engineers (https://fidic.org/fidic-code-ethics †);

and
• the duty to prevent corruption and bribery as described in the publications:
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o FIDIC Guidelines for Integrity Management (FIM) in the consulting industry,

Part 1- Policies and principles first edition, 2011 (https://fidic.org/books/
integrity-management-system-fims-guidelines-1st-ed-2011-part1 †) and
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o FIDIC Guidelines for Integrity Management System in the Consulting Industry

1st Ed (2015) Part 2, FIMS Procedures (https://fidic.org/books/guidelines-
integrity-management-system-consulting-industry-1st-ed-2015-part-2 †).
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Sub-Clause 3.2.2 provides for specific limits to the Engineer’s authority that the Employer
may wish to define in the Contract Data. In many jurisdictions and contexts, Employers will,
for example, be keen to provide that the power of the Engineer to instruct Variations is subject
to the Employer’s prior consent. However, Employers should be discouraged from placing
too many limits on the Engineer’s authority as they may result in a situation where:
- the authority of the Engineer towards the Contractor on Site is undermined, the
delineation of responsibilities and decision-making powers between the Employer
and the Engineer become blurred, all leading to possible confusion in the project
management chain to the detriment of the project; and
- the more prior consents are required from the Employer, the greater the burden on the
Employer’s resources, and the more likely the project will suffer from unwanted delays.
Furthermore, the Employer should refrain from imposing any limit on the authority of the
Engineer in matters having far-reaching consequences, such as when making determinations
under Sub-Clause 3.5.1 or when certifying payment under Sub-Clause 8.4.1. It is in the best
interests of the project, hence of the Employer, that the Engineer can exercise in such case
its independent professional judgment as to what is fairly due to the Contractor. Otherwise,
there is a risk of unfair treatment which can only escalate into disputes which are not in the
long-term interest of the project, hence the Employer.

Sub-Clause 3.5 Agreement or Determination
AGREEMENT
CONTRACT
The Engineer shall not delegate any of his/her duties under this Sub-Clause to any assistant, as
stated under Sub-Clause 3.1.3, for the reason stated above in connection with Sub-Clause 3.1.1.
Sub-Clause 3.5.1 stipulates that the Engineer “shall act neutrally between the Parties” when
carrying out his/her duties under this Sub-Clause and “shall not be deemed to act for the
Employer”. By these statements it is intended that, although the Engineer is appointed by the
CONDITIONS
Employer and acts for the Employer in most other respects under the Contract, when acting
GENERAL
under this Sub-Clause the Engineer must treat the Parties even-handedly, in a fair-minded and
unbiased manner. It follows that the Employer should refrain from placing any limits on the
authority of the Engineer under Sub-Clause 3.5 for the reason stated above under Sub-Clause
3.2.
CONDITIONS
PARTICULAR
Clause 4 The Contractor
Sub-Clause 4.2 Contractor’s Representative and Other Personnel
If it should be permissible for the Contractor’s representative and key personnel not to be
fluent in the language for communications defined in Sub-Clause 1.3 [ Communications ],
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consideration should be given to amending this Sub-Clause as follows:
GUIDANCE
“If any of these persons is not fluent in this language the Contractor
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shall make competent interpreters available during all working
hours, in a number sufficient for those persons to properly perform
their delegated powers, functions and/or authority.”
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Sub-Clause 4.4 Subcontracting
It may be appropriate and/or desirable, taking account of the circumstances and locality of
the project, to encourage the Contractor to employ local contractors in the execution of the
Works, in which case consideration should be given to the following amendment:
SP
“The Contractor shall give reasonable opportunity to contractors

from the Country to tender for subcontracts for the Works, and
shall use reasonable endeavours to employ such contractors as
subcontractors.”
If the Engineer’s consent is required to the suppliers of certain Materials, this Sub-Clause may
be amended as follows:
“However, the Engineer’s prior consent shall be required for the

suppliers of the following Materials:
______________________
______________________”
(insert details: for example, specific manufactured or prefabricated

items of Materials)”
© FIDIC 2021
10
Sub-Clause 4.5 Performance Security
AGREEMENT
Depending on the scale of the project and the value of the Contract Price, the Employer
may not require a performance security to be provided by the Contractor, in which case it
can simply tick the “No” box under Contract Data Sub-Clause 4.5.1. This Second Edition,
nevertheless, provides the contractual machinery required in case the Employer does have
such requirement, in recognition of the fact that this Second Edition is intended to cover a
wider range of projects than the First Edition, and, in particular, higher capital value projects.
CONDITIONS
A sample performance security form is annexed to the Particular Conditions.

GENERAL
Given that the performance security is an option under this Second Edition, whenever
reference is made to the performance security under the Green Book, “(if any)” is added. This
is, for example, the case under Sub-Clause 8.4.2 which stipulates that no amount shall be
certified or paid to the Contractor “until the Employer receives the performance security (if
CONDITIONS
PARTICULAR
any) in accordance with Sub-Clause 4.5 [ Performance Security ].” In case no performance
security applies under the Contract, at the election of the Employer, then such condition
precedent to certification and payment shall obviously become inapplicable.
Sub-Clause 4.6 Contractor’s Documents
EN
As defined under Sub-Clause 1.1.11, Contractor’s Documents are the documents prepared
GUIDANCE
by the Contractor under the Contract.
It is recommended that the extent of Contractor’s Documents to be prepared by the

Contractor is set out in the Specification, together with the corresponding review period
given to the Engineer if different from the 14 day default period provided in Sub-Clause 4.6.1.
IM
Beside design documents, Contractor’s Documents may typically include, for example,
as-built drawings, quality assurance documents, method statements, health, safety and
environmental documents, operation and maintenance manuals, etc. as the case may be
and depending on project needs and the Employer’s requirements.
Sub-Clause 4.6 sets out the review process to be implemented by the Engineer, in relation to
EC
the Contractor’s Documents. This applies to all documents prepared by the Contractor during
the implementation of the Contract, i.e. after the time it becomes effective (see “Contract
Agreement” part above in these guidance notes). Such process therefore does not apply to
a document that has been prepared by the Contractor prior to Contract formation, such as
the Contractor’s tendered design which may form part of the Contract in accordance with
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Sub-Clause 1.5. However, and for the avoidance of doubt, the next design development
SP
stages, which result from such tendered design, would be subject to the Sub-Clause 4.6
review process.
Under Sub-Clause 4.6.2, the default position is that there shall be no commencement of any
work until such time as a notice of No-objection is given (or deemed to have been given) to
the related Contractor’s Documents. The fact that a Contractor’s tendered design forms part
of the Contract is not sufficient to justify that Works may be commenced at any time after the
Commencement Date, given that such tendered design is expected to be conceptual and/
or preliminary, and, traditionally, requires further development before being considered ready
for construction.
In some jurisdictions there may be a requirement under applicable law for the mandatory
review/checking of certain elements of design (by an authorised professional or other
legally recognised individual) and/or verification that such design is in accordance with the
applicable law, before such design can be implemented in the Works. If this is the case, it is
essential that it is drawn to tenderers’ attention in the instructions to tenderers and necessary
amendments are made to this Sub-Clause – taking due care and attention that the following,
as a minimum, is clear and unambiguous:
(a) the mandatory review/checking and/or verification process(es) required by applicable

law, and details of the submission procedure(s) associated with such process(es);

b) which element(s) of design, and which type(s) of Contractor’s Documents associated
AGREEMENT
with such element(s), are subject to the mandatory review/checking and/or verification
CONTRACT
process(es);
c) whether, and to what extent, the mandatory review/checking and/or verification

process(es) of an element of design (and the Contractor’s Documents associated with
such element) shall replace the Engineer’s review under this Sub-Clause;
CONDITIONS
d) a statement that any notice of No-objection (or deemed notice of No-objection) from the
GENERAL
Engineer with respect to any Contractor’s Document shall not replace the mandatory
review/checking and/or verification of the design (or a revised design).
It is strongly recommended that the Employer is advised by legal and engineering professionals
with extensive experience in the mandatory review/checking and/or verification process(es)
required by applicable law when preparing the revised wording of this Sub-Clause.
CONDITIONS
PARTICULAR
Sub-Clause 4.7 Contractor’s design
This Second Edition has been drafted based on the principle that the Contractor constructs
the Works in accordance with design provided by the Employer, although some design by
EN
the Contractor might be required. Otherwise, in a full Contractor’s design scenario, as under
the FIDIC Yellow Book, Sub-Clause 4.1 would have been worded differently and would have
GUIDANCE
placed a fitness-for-purpose obligation on the Contractor, which is not the case under this
Second Edition which addresses Contractor’s design under Sub-Clause 4.7.
Any Contractor’s design will be handled under the provisions of Sub-Clause 4.7 which gives
rise to a corresponding fitness-for-purpose obligation for whatever the Contractor designs.
IM
FIDIC strongly recommends that the Employer ensures that the Employer’s requirements
portion of the Specification contains a clearly identified, defined and described specific
purpose or purposes for which the facility/Works will be used when complete, in order that the
Contractor can comply with the obligation to provide Works which are “fit for the purpose(s)
for which they are intended” as stated in this Sub-Clause.
EC
However, this Second Edition can also be used in a full Contractor’s design scenario.
In such a case, consideration should be given to the following amendments:
EXAMPLE Replace the last sentence of Sub-Clause 4.1.2 by the following:

SP
“The Contractor shall be responsible for all Contractor’s Documents

and all Temporary Works.”
EXAMPLE Replace the first sentence of Sub-Clause 4.7.1 by the following:
“The Contractor shall design the Works.”
EXAMPLE In the first sentence of Sub-Clause 4.7.2, delete “(if any)”
EXAMPLE In Sub-Clause 1.1.29, delete “(if any)”
As can be evidenced from the above, the transformation from a partial to a full Contractor’s
design scenario is swiftly implemented with limited amendments made in the Special
Provisions. This is also confirmed and supplemented by the flexibility of the Works valuation
options which are provided under Clause 8.
© FIDIC 2021
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12
The Employer may also wish to impose specific tests on completion and tests after completion
AGREEMENT
procedures in the case of a Contractor’s full design scenario, and to make the Contractor
bound by a Schedule of performance guarantees and subject to performance damages, in
particular in the case of a process plant. Consideration should then be given to the provisions
found under Clauses 9 and 12 of the 2017 Yellow Book.
Finally, it is to be noted that any design of the Contractor is carried out according to the
Employer’s requirements which are to be found in the Specification, as defined under
CONDITIONS
Sub-Clause 1.1.40. It follows that any error in the Employer’s requirements will be handled in
GENERAL
accordance with the provisions of Sub-Clause 1.5, and the aforementioned comments made
in respect of that Sub-Clause will apply.
Clause 5 Quality
CONDITIONS
PARTICULAR
Most of the detailed obligations with which the Contractor must comply under this Clause,
such as in relation to Health, Safety and Environment under Sub-Clause 5.2, Quality Assurance
under Sub-Clause 5.3, or Inspection and Testing under Sub-Clause 5.4, are typically to be set
out in the Specification.
EN
As an example, for Inspection and Testing, the Specification may stipulate all procedural steps
to be followed by the Parties for testing, such as:
GUIDANCE
a) the issue by the Contractor of a notice to the Engineer, stating the time and place for
the specified testing of any Plant, Materials and other parts of the Works.
b) the issue by the Engineer of a notice to the Contractor of its intention to attend the tests
IM
or not and whether the Contractor can nevertheless proceed in such latter case as if
the Engineer had attended.
c) what notification period is applicable under a) and b) above.
d) what happens if the Engineer does not attend the tests, despite having notified its
EC
intention to do so.
e) tests results – their form and communication.
Sub-Clause 5.5 covers the typical remediation steps which can be implemented in relation to
defects, whether occurring during the construction period, until taking-over stage, or during
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the Defects Notification Period (DNP).
SP
Clause 6 Time
Sub-Clause 6.1 Execution of the Works
Under Sub-Clause 6.1, and by default, the Commencement Date shall be within 28 days
after the date when the Contract comes into effect, which is the date when the Contractor
receives one original of the Contract Agreement signed by the Employer (see the “Contract
Agreement” section above). That 28 days time limit can however be amended through the
Special Provisions, owing to the wording “Unless otherwise stated in the Particular Conditions”
which is found under this Sub-Clause. However, the Parties are reminded of the requirements
of GP4 as mentioned above (see “FIDIC Golden Principles” section).
Sub-Clause 6.2 Programme
The form and details of the programme, which is to be submitted under Sub-Clause 6.2, are
to be specified by the Employer in the Contract Data, or, if they are too extensive, they can
be provided in the Specification. Various requirements can be defined, such as the order in
which the Contractor intends to carry out the Works, including the anticipated timing of each
stage of design, preparation and submission of Contractor’s Documents, review periods for
the Engineer, etc. together with the programming software to be used, the level of detail of

tasks to appear in the programme, the logic links between them, etc. Example requirements
AGREEMENT
are found in Sub-Clause 8.3 of the 2017 Red Book.
CONTRACT
Sub-Clause 6.4 Extension of Time for Completion
Sub-Clause 6.4.1 defines three main causes of Extension of Time (EOT) for Completion under
the Contract.
CONDITIONS
The first one is any of the Employer’s Risks which, in accordance with the definition given
GENERAL
in Sub-Clause 1.1.21, are those listed in Sub-Clause 11.1. For ease of reference, they have
been tabulated with the corresponding entitlement they generate for the Contractor. When
EOT appears in front of a listed Employer’s Risk, then the Contractor is entitled to claim for it
under this Sub-Clause, subject to following the claim procedure set out in Clause 13.
CONDITIONS
PARTICULAR
The second one relates to a Variation although, as an exception to the above, the granting of
an EOT in such a case is not subject to the claim procedure given that the Variation and claim
procedures are distinct procedures under this Second Edition as explained under Clause 7
below.
The third one is a “catch-all” provision, which is typically meant to apply to any additional
EN
Employer’s Risk provision that is developed in the Special Provisions but not reflected in the
GUIDANCE
table provided in Sub-Clause 11.1.
Note that the EOT entitlement applies if and to the extent that “completion is or will be delayed”
by any of the listed causes. It, therefore, requires that a critical delay occurs, i.e. impacting
the critical path of the programme, and the EOT can be granted either prospectively or only
IM
when the critical delay starts to be effective. It is also the impact on completion which is
relevant here, not the ability of the Contractor to meet the Time for Completion. It follows that
if there is a total float in the Contractor’s programme, it will then be preserved and owned by
the Contractor, contrary to some other industry literature stating that the float is to be shared
between the Contractor and the Employer.
EC
Sub-Clause 6.5 Delay damages
This Sub-Clause is intended to provide compensation to the Employer for damages it may
suffer as a result of delay for which the Contractor is responsible, without the need for the
Employer to demonstrate and prove that it has suffered any loss or damage and without the
need for it to demonstrate and substantiate the amount of its actual losses or damages. Delay
SP
damages are pre-agreed in the Contract with a view to liquidating the damages resulting from
a Contractor’s culpable delay in a simple and straightforward manner.
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Under the laws of many countries, the amount of these pre-agreed damages must be a
reasonable or a genuine pre-estimate of the anticipated loss likely to be caused to the
Employer by the delay. Therefore, if the delay damages are fixed at an unreasonably large
amount, they may be unenforceable in some common law jurisdictions, or subject to
downward adjustment in some civil law jurisdictions.
The Employer will have to set out in the Contract Data the amount (or percentage) of the daily
delay damages and their cap applicable under the Contract.
In practice, delay damages are often expressed in the range of 0.05% to 0.1% of the contract
value per day of delay, and are often capped at a maximum of 10% (although generally
varying from 5 to 15%), meaning that such cap will be reached after 100 to 200 days of
delay. This represents commercial practice, but many in the construction industry apply this
type of daily delay damages, and total cap, regardless of the type of project at stake, or the
loss a delay would cause to the Employer, and/or of the governing law. As formerly stated
at the beginning of these guidance notes, expert legal advice should be sought to avoid any
unenforceability issue with respect to delay damages under the governing law.
© FIDIC 2021
14
If it proves difficult or impossible to foresee/estimate the amount of loss the Employer would
AGREEMENT
suffer in the case of the Contractor’s culpable delay, and to set delay damages accordingly,
FIDIC recommends following the market practice as a fallback option and that, in such a
case, the Employer set out daily delay damages, and delay damages cap, as a percentage
of the Contract Price stated in the Contract Agreement (or of the value of the relevant
Section, if applicable). The Contract Price stated in the Contract Agreement is a fixed and
known amount, because it is the one which the Parties signed up to at the time of Contract
formation. However, the “Contract Price” is a variable amount which is subject to adjustment
CONDITIONS
over the life of the Contract owing to certain events (claims, Variations, remeasurement –
GENERAL
if considered under the Contract, etc.). Therefore, using the “Contract Price stated in the
Contract Agreement” establishes a fixed reference point and provides greater certainty as to
the amount of delay damages and their cap. Otherwise, there might be a dispute as to the
amount of the Contract Price at the time when delay damages apply, because the Parties may
have a differing view as to the valuation of the Works carried out under the Contract, and/or
CONDITIONS
PARTICULAR
as to the value of Variations or claims.
The drawback of such approach is that, in the case of significant Contract Price adjustments
(for example owing to Variations), then the delay damages may end up being too low or
too high in relation to market practice. The alternative would then be to express daily delay
EN
damages, and their cap, as a percentage of the Contract Price, though being wary of the
aforementioned uncertainty as to the Contract Price value at the time when delay damages
GUIDANCE
are calculated.
Sub-Clause 6.6 Exceptional Events
The First Edition had referred to “Force Majeure” while this Second Edition refers to “Exceptional
IM
Event”, but the principles remain the same: dealing with cases where exceptional events occur,
which are not due to either Party and are beyond their control, which could not be provided
against before entry into the Contract, which, having arisen, a Party could not have reasonably
avoided or overcome, and which prevent a Party from performing any of its obligations under
the Contract. In short, these are supervening events which lead to a (partial or full) impossibility
EC
to perform obligations.
Force Majeure is a legal term originating from French law, and has a specific definition under
French law. It is also defined at law in many other civil law jurisdictions, in particular those
influenced by French law, with similar but not necessarily the same meaning. In order to avoid
any possible confusion between the legal definition of Force Majeure and the contractual
definition of Force Majeure, FIDIC preferred to now refer to Exceptional Events. This way, it
SP
does not matter whether the definition and impact of an Exceptional Event under the Contract
differ from those of Force Majeure under applicable law. The Contract will bring specifically
defined remedies while the law may bring the same and/or others, but the two cases will
co-exist and will not clash with each other.
Exceptional Events provisions under this Second Edition excuse the affected Party from
performing its obligations if prevented from doing so by an Exceptional Event.
Typical Exceptional Events are:
a) war, hostilities (whether war be declared or not), invasion, act of foreign enemies;
b) rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war;
c) riot, commotion or disorder by persons other than the Contractor’s personnel and other
employees of the Contractor and its subcontractors;
d) strike or lockout not solely involving the Contractor’s personnel and other employees of
the Contractor and subcontractors;
e) encountering munitions of war, explosive materials, ionising radiation or contamination

by radio-activity, except as may be attributable to the Contractor’s use of such
munitions, explosives, radiation or radio-activity; or

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f) natural catastrophes such as earthquake, tsunami, volcanic activity, hurricane or
AGREEMENT
typhoon
CONTRACT
and they may occur inside or outside the Country.
Under this Second Edition, the Contractor’s entitlements upon being prevented by an
Exceptional Event are set out in the list of Employer’s Risks provided under Sub-Clause 11.1.
Although not caused by the Employer, any Exceptional Event causing a Contractor’s inability
CONDITIONS
to perform is treated as an Employer’s Risk.
GENERAL
Contractor’s entitlements will vary depending on the nature of the Exceptional Event, as
follows:
• a man-made Exceptional Event (riot, strikes, rebellion, terrorism, etc.) occurring inside
the Country will generate an entitlement to Cost and/or EOT;
CONDITIONS
PARTICULAR
• a man-made Exceptional Event occurring outside the Country will generate an
entitlement to EOT only;
• a war, whether occurring inside or outside the Country, will generate an entitlement
to Cost and/or EOT;
EN
• a natural Exceptional Event (natural catastrophes typically) will generate an entitlement
GUIDANCE
to EOT only,
providing that such Exceptional Event is the actual cause of an inability to perform.
However, such entitlements are subject to the Contractor complying with certain procedures
in this Second Edition:
IM
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• first, issuing an Exceptional Event notice in accordance with the requirements set out
under Sub-Clause 6.6.1. In particular, the notice is to be sent “as soon as practicable”.
• second, claiming for the aforementioned entitlements, and issuing a notice of claim
and then a fully detailed claim under Sub-Clause 13.1, with reference to Sub-Clause
EC
6.4 for the EOT entitlement under the claim.

• third, while not expressly stated in Sub-Clause 6.6, using its reasonable endeavours
to avoid or minimise the effects of such Exceptional Event (see duty to mitigate under
Sub-Clause 13.3).
It should be noted that a single notice can serve multiple purposes, and therefore a notice
SP
of an Exceptional Event can also be treated as a notice of claim depending on how it is

formulated. This would typically be the case if the Contractor also expressly states, in its
Exceptional Event notice, that it considers itself to be entitled to additional payment and/or to
an EOT which it intends to claim.
Similarly, to ensure reciprocity and balanced treatment, in order to be excused under

Sub-Clause 6.6.2 from performance of its obligations which are prevented by an Exceptional
Event, the Employer, under this Second Edition, is under the same notification duty as the
Contractor under Sub-Clause 6.6.1.
Clause 7 Variations
Sub-Clause 7.1 Right to Vary
Variations (to the Specification and/or the Drawings and/or the Works) can be instructed by
the Engineer at any time before the issue of the Taking-Over Certificate for the Works (except
for Variations instructed to remedy defects not attributable to the Contractor during the DNP),
and through two different procedural routes:
• An express one, set out in Sub-Clause 7.1.1(a), where the Contractor is bound to
implement the Variation expeditiously even though its time and/or money impacts
© FIDIC 2021
16
have not been agreed or determined yet. They will be in parallel with the Variation
AGREEMENT
implementation;
• A staged one, set out in Sub-Clause 7.1.1(b), where the Variation will only be
confirmed based on a proposal issued by the Contractor which is accepted by the
Engineer on behalf of the Employer. Ultimately, if the Engineer does not confirm a
Variation after a proposal has been issued by the Contractor, then the Contractor
would typically be entitled to claim its Costs, if any, of preparing the proposal, unless
CONDITIONS
a wrongdoing of the Contractor is the cause for not confirming the Variation (such as
GENERAL
a failure to act with reasonable skill and care when preparing the proposal).
Variations are defined in Sub-Clause 1.1.45 as a “change to the Specification and/or the
Drawings or the Works”. Variations will typically consist of, though not be limited to, any of
the following:
CONDITIONS
PARTICULAR
a) changes to the quantities of any item of work included in the Contract. However,
such changes do not necessarily constitute a Variation: for example, when Works are
valued under options A to C of Sub-Clause 8.1 (see Contract Data), where quantities
of work to be done under the Contract are the Contractor’s risk. Or when Works are
remeasured as in option D – in such a case the quantities of work set out in the bill
EN
of quantities are only estimated and are the Employer’s risk, but if they actually vary
GUIDANCE
from the estimate they do not constitute a Variation unless there has been a Variation
instruction from the Engineer to specifically add quantities of work;
b) changes to the quality and other characteristics of any item of work;
c) changes to the levels, positions and/or dimensions of any part of the Works;
IM
d) the omission of any work, unless it is to be carried out by others (see below –
Sub-Clause 7.1.2(a));
e) any additional work, Plant, Materials or services necessary for the Permanent Works,
including any associated tests on completion, boreholes and other testing and
EC
exploratory work; or
f) changes to the sequence or timing of the execution of the Works.
Under Sub-Clause 7.1.2, the Contractor is, however, entitled to object to, and is not bound
by, a Variation in specific circumstances, such as when the Variation is likely to cause health,
safety and/or environmental issues (Sub-Clause 7.1.2(c)), or when it would require the
SP
Contractor to execute works which materially differ from the scope and nature of the Works
as envisaged under the Contract (Sub-Clause 7.1.2(b)) and are, therefore, “Unforeseeable”
as defined in Sub-Clause 1.1.44. As an example, a road Contractor may be opposed to
a Variation which would require it to build a pumping station if this goes beyond its scope
of skills and experience, and beyond its insurance cover. It could also object to a Variation
doubling the amount of roadworks it is to implement under the Contract. This is because the
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Contractor may not have enough resources available to undertake such a massive increase
of scope, and may not feel confident in subcontracting it. Even if not specifically provided for,
it nevertheless keeps open the possibility of proceeding with the Variation based on terms
(such as, inter alia, the time and/or money impacts of the proposed Variation) which are
mutually agreed with the Engineer.
Another ground of objection (Sub-Clause 7.1.2(a)) is a descoping of Works when the Employer
wishes to have such Works executed by others, or by itself and would likely gain from reduced
rates/prices for the omitted part of the Works. This is because, at Contract formation, the
Parties had the intention that the full scope should be executed by the Contractor, and the
Contract makes sure that the intention of the Parties is complied with and not unilaterally
altered by one Party. The Employer may nevertheless force such option, providing it
compensates the Contractor for any Cost incurred because of such descoping (for example:
orders of Materials, mobilisation of personnel, etc. made in the contemplation of executing
such descoped Works before the Contractor was notified they would be descoped), plus its

loss of expected profit on the value of the descoped Works. The Employer is, however, free to
AGREEMENT
descope Works that it does not require anymore, and does not want anyone else to execute.
CONTRACT
This Second Edition has pre-determined such loss of profit, by setting it at 10% of the value
of the omitted work. Although this percentage can be adjusted in the Special Provisions if it is
considered not appropriate for a particular project, adopting this method brings the merit of
providing a quick remedy when such a situation so eventuates. The Contractor will not have
to prove/substantiate such loss, and the Parties will not have to enter into possibly lengthy
CONDITIONS
discussions about the amount, which could result in a dispute requiring the presentation of
GENERAL
expert evidence. This would be prohibitive cost and time-wise in relation to the value and
duration of the kind of contract for which the Green Book is often used in practice. This
liquidated damages provision has, therefore, been found useful in the context of the Green
Book, and implemented together with other similar provisions in this Second Edition (see
Clause 10 for example).
CONDITIONS
PARTICULAR
There are other Variation objection grounds permitted under other FIDIC Books that were not
considered essential for this Second Edition. For example, the Contractor’s inability to readily
obtain the Goods required for the Variation was intentionally not listed under Sub-Clause 7.1.2
as it was felt that if the time and/or money impact resulting from such inability are agreed (or
determined) then such ground no longer becomes necessary or preventive.
EN
GUIDANCE
It is frequent that employers, in many jurisdictions, wish to limit the authority of the Engineer
to instruct Variations by requiring that the Engineer obtain the prior approval of the Employer
before issuing such instructions. In such a case, the Employer should set out the limit of such
authority in the Contract Data Sub-Clause 3.2.2 – reference is made to the guidance provided
above in this respect.
IM
Finally, this Second Edition does not specifically cover the management of value engineering
proposals, and the possible use of provisional sums under the Contract, as they were not felt to
be required as core provisions. However, should a need for such provisions arise, then drafters
are invited to consider the wording proposed in Sub-Clauses 13.2 and 13.4, respectively, of
EC
the 2017 Red Book. As an example, the use of provisional sums can be reflected in the
Contract Data provisions pertaining to the valuation of the Works in Sub-Clause 8.1 (in the
valuation option(s) selected for the Contract) and/or in the relevant Contract document (such
as in the preamble of any bill of quantities used).
Sub-Clause 7.2 Valuation of Variations

SP
Upon the instruction of a Variation by the Engineer under Sub-Clause 7.1.1(a), the Contractor
shall forthwith execute it. It shall also promptly prepare a proposal as to the adjustment to
the Contract Price and/or the EOT it believes the Variation should trigger. Upon receipt of the
proposal, the Sub-Clause 3.5 agreement/determination 42-day process (as set out under
Sub-Clause 3.5.2) starts.
Upon a request for proposal of a Variation issued by the Engineer under Sub-Clause 7.1.1(b),
and unless the Contractor objects to such request for the reasons set out under Sub-Clause
7.1.2 as per Sub-Clause 7.1.1(b)(ii), then the Contractor shall prepare its proposal as set out
in Sub-Clause 7.1.1(b)(i). If an agreement is found, and consent is given by the Engineer,
then the corresponding agreed entitlements are binding upon the Parties and included in the
instructed Variation accordingly.
If no agreement is found, the Engineer keeps the authority to nevertheless instruct the
Variation, despite the lack of agreement as to its time and/or money impact. In such a case, the
provisions of Sub-Clause 7.1.1(a) will apply, but the Employer and the Engineer will then have
a better insight into the time and money magnitude of the Variation when doing so, compared
to the situation where an instruction is given prior to any proposal from the Contractor.
The methodology to follow for valuation of Variations is set out in Sub-Clause 7.2.2. in order of
priority. First the Parties shall endeavour to agree a lump sum price. If that proves impossible,
they shall turn to sub-paragraph (b) and use appropriate (if any) rates or prices in the Contract.
© FIDIC 2021
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18
If there are no such appropriate rates or prices, then they shall turn to sub-paragraph (c) and
AGREEMENT
so on until sub-paragraph (e) as the case may be.
Finally, it should be noted that Sub-Clause 7.2.1 expressly provides that entitlements flowing
from a Variation are not subject to any claim procedure under Clause 13. This is typically to
avoid legal issues in certain jurisdictions, where denying such entitlements on account of
procedural technicalities (such as the late submission of a notice of claim, despite the fact
that no time bar applies in such a case in this Second Edition of the Green Book) could be
CONDITIONS
considered inequitable and/or to unjustly enrich the Employer, and consequently to be invalid.
GENERAL
Clause 8 Payment
Sub-Clause 8.1 Valuation of the Works
CONDITIONS
PARTICULAR
Contract Data provide for five main different valuation options, revolving around lump sum,
remeasurement, Cost plus, or a combination of those. Applicable provisions are defined in
the Contract Data, and for ease of reference and use of this Second Edition, the Employer
is to tick the relevant option(s) selected. Option C and D will require the introduction of a bill
of quantities into the Contract, which would typically be introduced as a Schedule in the
EN
Contract (see definition in Sub-Clause 1.1.36), listed as Contract document under Contract
Data Sub-Clauses 1.1.6 and 1.5.1(a): document ranked (g).
GUIDANCE
The various main valuation options can be summarised as follows:
Option Reason for choosing the option

A Lump sum price with A lump sum offer without any supporting details.
IM
single payment This would be used for very minor works where Variations are not
anticipated and the Works will be completed in a short period requiring
only one payment to the Contractor.
B Lump sum price with This would be a larger contract than under A above, where Variations and
stage payments stage payments would be required. If the Employer does not have the
EC
resources to prepare his own bill of quantities, then this alternative would
be suitable.
C Lump sum price with A lump sum offer based on quantities prepared by the Employer. This
bill of quantities would be the same as under option B but where the Employer has the
resources to prepare his own bill of quantities. This is typical market
practice in the building sector, where despite a bill having been prepared
by the Employer (often through its architect), the Contractor bears the risk
of work quantities and the bill of quantities is primarily used for pricing and
SP
payment purposes, as well as managing Variations.

D Remeasurement with A sum subject to remeasurement at the rates offered by the tenderer
bill of quantities in the bill of quantities prepared by the Employer. This is a typical
configuration for infrastructure works designed by the Employer, and is
the default mechanism used under the FIDIC Red Book.
E Cost plus An estimate prepared by the tenderer which will be replaced by the actual
Cost of the Works calculated in accordance with the terms set by the
Employer. This would suit a project where the extent of work cannot be
ascertained before the Contract is placed. An example of this would be
an emergency reconstruction of a building damaged by fire.
Sub-Clause 8.2 Advance payment
An advance payment is an option under the Second Edition, and the contractual machinery
for it is provided for, given that it is a common practice in the marketplace that the Contractor
benefits from such advance payment, regardless of the value of a contract and however
small it might be. It eases the Contractor’s cashflow burden, and may relieve the Contractor
from having to pre-finance its activities. It ends up being also in the interests of the Employer,
given that lack of advance payment will potentially result in a higher Contract Price so that the
Contractor can face the aforementioned pre-financing charges. It is noted, however, that this
Second Edition expressly requires that the advance payment be used by the Contractor to
exclusively finance its obligations under the Contract. This is necessary to prevent the not
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uncommon practice of some contractors to use advance payments from recently awarded
AGREEMENT
contracts to fund their obligations under other projects.
CONTRACT
If the Employer decides to opt-in for an advance payment, then it can specify its amount in
the Contract Data Sub-Clause 8.2.1. It should be expressed as a percentage of “the Contract
Price stated in the Contract Agreement”, which is a fixed value as explained above under
Sub-Clause 6.5. Market practice shows that a range of 10 to 20% is considered reasonable.
CONDITIONS
If an advance payment is to be made, the Employer has the choice, under the Contract Data
GENERAL
Sub-Clause 8.2.2, to require an advance payment guarantee or not. Whilst in principle any
advance payment made by the Employer should be backed-up by a bank guarantee of the
same amount provided by the Contractor, so that the Employer holds security in case of the
Contractor’s default and inability to repay the advance payment, this Second Edition has
duly taken into account the fact that, for small value contracts, and accordingly small value
CONDITIONS
PARTICULAR
advance payments, the requirement for a bank guarantee might not be seen as desirable or
practical by the Employer.
Sub-Clause 8.5 Release of retention money
As a standard practice on construction projects, a percentage of each estimated contract
EN
value of Works executed which is put forward in a statement under Sub-Clause 8.3.1(a) will
GUIDANCE
be retained as a financial security for the Employer in case of a future defaulting performance
from the Contractor. The Employer should define in Contract Data Sub-Clause 8.3(b) both
the percentage retention to apply in each statement, and the limit of retention money to be
applied, expressed as a percentage of the Contract Price. Market practice shows that a range
of 5 to 10% is considered reasonable.
IM
In accordance with Sub-Clause 8.5.1, the first half of the retention money shall be repaid to
the Contractor after the issue of the Taking-Over Certificate for the Works. However, this does
not apply when a Section (if any under the Contract) reaches taking-over stage. Repayment
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would then not be made until the last of the Taking-Over Certificates has been issued for the
EC
last of the Sections.
In case it is preferred that some release of retention money is made upon the taking-over of
a Section, then consideration could be given to the provisions found under Sub-Clause 14.9
of the 2017 Red Book.
Release of the second half of the retention money will be made upon issue of the Performance
SP
Certificate, which constitutes acceptance of the Works as provided for under Sub-Clause 5.6.
Alternatively, it may be decided to substitute for part or all of the retention money a bank
guarantee of corresponding amount to be provided by the Contractor, as contemplated
under Sub-Clause 8.5.3. A form to that effect is annexed to the Particular Conditions. This
mechanism has the merit of easing the Contractor’s cashflow, resulting in a possible lower
Contract Price for the benefit of the Employer. It can also be found useful in circumstances
where the Employer needs to make disbursements at an earlier stage than at Performance
Certificate stage, for example when the Employer finances the project through a loan or a
grant from a development bank which expires during the Contract period. In such a case, the
second half of the retention money could be released at taking-over stage, against the issue
of a bank guarantee for the same amount by the Contractor.
Sub-Clause 8.8 Changes in Cost
The First Edition of the Green Book did not contemplate the possibility of adjusting the
Contract Price for rises or falls in the cost of labour, Goods and other inputs to the Works.
This is because the First Edition was typically designed for short duration contracts. Indeed,
when the Time for Completion of the Works is only a few months, it is generally not necessary
to provide for such an adjustment.
© FIDIC 2021
20
However, market feedback has shown that the First Edition was used, in a significant number
AGREEMENT
of cases, on contracts with a Time for Completion of several years’ duration. Over such a
duration, proceeding with an adjustment makes sense, and if it is required to include an
adjustment mechanism then consideration should be given to the provisions found under
Sub-Clause 13.7 of the 2017 Red Book, and to the example formula given under the
Guidance Notes therein.
Clause 9 Taking-Over
CONDITIONS
GENERAL
Sub-Clause 9.1 Completion
If any such tests are provided for under the Contract, the passing of the tests on completion
is a condition precedent for the Works to be considered as completed in accordance with
the Contract. Detailed procedures, suitable for the type of Works under the Contract, should
CONDITIONS
PARTICULAR
be set out in the Specification.
In cases where the Works are to be fully designed by the Contractor, the Employer may
be interested in relying not only on tests on completion but also on tests after completion
procedures, and to have the Contractor agree to a Schedule of performance guarantees and
EN
to be subject to performance damages, in particular in any case where the Works involve a
process plant where satisfactory performance is checked at completion stage but also during
GUIDANCE
the DNP to verify that performance guarantees are still fulfilled by the plant. Consideration
should then be given to the provisions found under Clauses 9 and 12 of the 2017 Yellow Book.
Sub-Clause 9.2 Taking-Over Certificate
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IM
The Date of Completion of the Works will be recorded in the Taking-Over Certificate issued
by the Engineer. The concept of completion under FIDIC contracts is one of substantial
completion. It means that it does not require 100% of the Works to be completed, and 100%
of the defects remedied, but enough so that the Works are not substantially affected in their
safe use for their intended purpose. For example, if a drinking water supply pipeline has
EC
been laid, satisfactorily tested, cleaned and disinfected, and is ready to transfer water, then it
can be considered as completed for the purpose of Sub-Clause 9.2.1(a) even though there
might be some ground reinstatement works remaining to complete, or some damage to the
external pipe coating to be repaired at specific locations, because such outstanding work
and defects are minor in the sense that they do not affect the safe use of the pipeline for its
intended purpose: transferring drinking water.
SP
Taking-Over Certificates will be issued for Sections, if there are any. Following the example
given above, the said pipeline could be considered as a Section (say Section 2), the upstream
pumping station feeding the pipeline as another (say Section 1), and a downstream water
tank fed by the pipeline as another (say Section 3). The Employer may then wish to provide
for a staged delivery of those Sections so as to follow the operation logic of the system.
Section 1 to be completed first, then 2 and then 3 so that all necessary tests on completion of
Sections 2 and 3 can be done with the water pumped by the pumping station, and the tests
on completion of Section 3 done with the water transferred by the pipeline to the water tank.
Different Sections with different Times for Completion will mean different Dates of Completion,
different Taking-Over Certificates issued, and in turn different Defects Notification Periods
(DNPs) given that, in accordance with the definition provided in Sub-Clause 1.1.18, the DNP
starts to run from the Date of Completion. In the above example, there will then be 3 DNPs,
running in parallel to some extent with the latest one being the one for Section 3, which
will, therefore, expire last under the Contract. In accordance with Sub-Clause 5.6(a), the
“latest of the expiry dates of the Defects Notification Periods” will then be the one of Section
3, following which the process of issuance of the Performance Certificate would start in
accordance with Sub-Clause 5.6, provided there are no impediments to such process as
contemplated under Sub-Clause 5.6(b).
Finally, note that if the Employer wishes to have a higher control of the staged delivery of the
Works, it may, beyond the use of Sections, consider making use of Milestones and introduce

those under the Contract as a concept and as a defined term. In such case, consideration
AGREEMENT
could be given to the example provisions developed in the Guidance Notes of the 2017 Red
CONTRACT
Book.
Sub-Clause 9.3 Taking-Over Parts of the Works
The Employer may wish to start using a part of the Works before the issue of a Taking-Over
Certificate. This can, for example, be the case when a part of a new highway is ready to be
CONDITIONS
opened to traffic over a certain length, while the full highway length is not completed yet. In
GENERAL
such a case, that part will be deemed to have been taken over by the Employer as from the
date on which it is used, and, in accordance with Sub-Clause 9.3.2, a Taking-Over Certificate
is deemed to have been issued by the Engineer on the same date, which will be the Date
of Completion of that part. The DNP for that part will then start to run as of that date, in
accordance with the definition given under Sub-Clause 1.1.18.
CONDITIONS
PARTICULAR
Clause 10 Suspension and Termination
Before any termination process is contemplated under the Contract, it is recommended to
seek expert legal advice, owing to the serious consequences that could result if a termination
EN
is found to be wrongful. In this connection, it should be noted that certain grounds for
termination provided in the Contract may be invalid under the governing law of the Contract.
GUIDANCE
That is, for example, the case in certain jurisdictions with insolvency as contemplated under
Sub-Clause 10.2.3(c) and Sub-Clause 10.3.2(b).
Under the law of certain jurisdictions, termination of a contract may require the Party wishing
to terminate the contract to initiate an action before a local court. If such case is applicable,
IM
or likely, for a particular project then consideration should be given to the following example
wording to be added into the Special Provisions:
EXAMPLE At the beginning of Clause 10, after the sentence ending with
“under the Contract or otherwise.”, add the following:
EC
“Subject to any mandatory requirements under the governing law

of the Contract, termination of the Contract under any Sub-Clause
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of these Conditions shall require no action of whatsoever kind by

either Party other than as stated in the Sub-Clause.”
SP
For payment after termination, this Second Edition has continued the approach developed
under the First Edition, which is to include liquidated damages provisions for simplicity,
certainty and ease of use by the Parties. This Second Edition, therefore, stipulates that:
- in case of termination by the Contractor for Employer’s fault (Sub-Clause 10.3), or

termination for convenience by the Employer (Sub-Clause 10.2.4), the Contractor
shall be compensated for its loss of profit on those parts of the Works not executed
at the date of termination in accordance with Sub-Clause 10.4.1(c)(ii). In this case,
the Employer has brought the Contract to an end for his own culpable reasons, and,
therefore, deprived the Contractor of the profit it would have earned had the Employer
fulfilled its end of the bargain. The Employer is, therefore, liable for such loss of profit.
The Second Edition has then pre-determined such loss of profit, by setting it at 10%
of the value of such non-executed parts of the Works. 10% has been regarded as
an average reasonable profit on construction operations, but this percentage can be
adjusted in the Special Provisions if deemed not relevant owing to the project context.
- in case of termination by the Employer for the Contractor’s fault (Sub-Clauses 10.2.1 to
10.2.3), the intention is for the Employer to be compensated for the additional cost it will
incur in completing the Works with another contractor or by itself. Indeed, from the time
of Contract formation, market prices are likely to have increased due to inflation, and
taking-over uncompleted works so as to bring them to completion is a business which
© FIDIC 2021
22
contractors tend to see as risky. A risk which they would price accordingly. Additionally,
AGREEMENT
the work of the Employer’s personnel (including the Engineer, being considered as part
of the Employer’s personnel in accordance with the definition given under Sub-Clause
1.1.22) on the project will be prolonged. All such additional costs, hence damages
suffered by the Employer, flow from the Contractor’s wrongful act(s) which have led
to termination, and therefore make the Contractor liable for such damages/costs.
The Second Edition has then pre-determined such damages, by setting it at 20% of
the value of those parts of the Works not executed at the date of termination. This
CONDITIONS
percentage can be adjusted through the Special Provisions if deemed inappropriate in

GENERAL
the project context.
Such percentages, which are liquidated damages, have the merit of simplicity. The Parties will
not have to prove/substantiate such loss, and they will not have to enter into possibly lengthy
discussions about such amounts, which could result in a dispute and require expert evidence
CONDITIONS
PARTICULAR
from quantum experts. Resolving such a dispute could be prohibitive cost and time-wise in
relation to the contracts’ value and duration for which the Green Book is often used in practice.
These liquidated damages provisions have, therefore, been found useful in the context of the
Green Book, and implemented together with other similar provisions found in this Second
Edition. In any case, the Parties are free to adjust such percentages for the purpose of a
particular project, or to remove them and return to a usual general damages provision which
EN
would require proving causation and providing substantiation. In the latter case, guidance can
GUIDANCE
be taken from the provisions found under the 2017 Red and Yellow Books.
Arguably, what is gained in simplicity may be lost in precision, but FIDIC considers this would
only be partly the case, and that the advantages of such approach outweigh its drawbacks
in the context of the projects covered by the Green Book.
IM
Finally, and for the avoidance of doubt, Sub-Clause 10.4.1 stipulates that the Contractor shall
be entitled to “payment of the unpaid balance of the value of the Works executed (and any
other work executed)”. The phrase “any other work executed” is meant to cover work such as
design work, or other type of work which is not strictly speaking falling under the category of
either Permanent or Temporary Works (see the definition of Works under Sub-Clause 1.1.46).
EC
Clause 11 Risk and Responsibility

Sub-Clause 11.1 Employer’s Risks and Contractor’s Entitlements
For ease of reference, all of the Employer’s Risks under the Contract have been summarised
SP
in a tabulated form under this Sub-Clause, and in front of each of them the corresponding
Contractor’s entitlement has been set out.
Using the Employer’s Risks table
Sub-Clause 11.1.3(a) stipulates that any loss and/or damage occurring to the Works,
Goods or Contractor’s Documents, and which is caused by one of the events listed under
sub-paragraphs (i) to (vi), will give rise to a Contractor’s entitlement if the Engineer instructs the
rectification of such loss and/or damage. As an example, if breakwaters under construction
on a port project are hit by a 50-year-return swell, such swell would typically be considered as
an “Unforeseeable” (see definition in Sub-Clause 1.1.44) force of nature and would, therefore,
fall under the sub-paragraph (a)(ii) category. The swell may wash away a significant portion
of the breakwaters, following which the repair work instructed by the Engineer will be treated
as a Variation. Clause 7 provisions would then apply, and the Contractor would, therefore,
be compensated for its Cost Plus Profit (see definition in Sub-Clause 1.1.14) in repairing
the damage, and for any critical delay (i.e. a delay impacting the critical path of its activities)
suffered accordingly, by means of an EOT.
Sub-Clause 11.1.3(a) would apply similarly for any of the events listed there. There is often a
confusion, for such type of risk events, with those set out under Sub-Clauses 11.1.3(b) and
(c) for Exceptional Events, given that Sub-Clause 11.1.3(a)(i) also refers to Exceptional Events.
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They are, however, dealing with different effects of an Exceptional Event. A riot occurring in
AGREEMENT
a city, and which is held to be an Exceptional Event, may, for example, cause damage to
CONTRACT
the Works and the Contractor’s Equipment mobilised for roadworks in that city. In which
case, the necessary repairs would be handled under Sub-Clause 11.1.3(a). While the time
during which the Contractor’s resources are at a standstill, and are prevented from working
on Site because of the riots, and the associated Costs for the Contractor, would be handled
under Sub-Clause 11.1.3(b)(i). Sub-Clause 11.1.3(a) addresses the loss or damage effect of
an Exceptional Event. Sub-Clause 11.1.3(b) and (c) address the idle resources/standby time
CONDITIONS
effect of an Exceptional Event.
GENERAL
The table goes on listing certain specific Employer’s Risks, such as Unforeseeable physical
conditions encountered at Site under sub-paragraph (e), as well as a “catch-all” type of risk
which is “any other failure of the Employer or the Employer’s personnel to fulfil their obligations”
under sub-paragraph (j). A breach by the Employer of its obligations to provide right of
CONDITIONS
PARTICULAR
access to, and possession of, the Site to the Contractor in accordance with Sub-Clause
2.1.1, would, therefore, fall under that category like any other breach of Contract by the
Employer. Such provision does also cover the wrongdoings of the Engineer, given that the
Engineer is considered to be part of the Employer’s personnel following the definition given
under Sub-Clause 1.1.22. For this specific case of right of access to/possession of the Site,
EN
and expanding upon the former example, if the Contractor is not given the right to work on
Site by the Employer, then the Contractor will be able to claim for additional payment and/
GUIDANCE
or EOT based on this Sub-Clause 11.1.3(j), for breach of the Employer’s obligations under
Sub-Clause 2.1.1, and in accordance with the claim procedure set out under Clause 13.
But if this is the access route from say a public road network to the Site which is the issue at
stake, and which is preventing the Contractor from mobilising its resources to the Site, then
this is not an Employer’s but a Contractor’s risk according to Sub-Clause 2.1.2, given that
IM
the practicalities in getting to and from the Site are to be solved by the Contractor, unless this
issue is falling under the category set out in Sub-Clause 11.1.3(m). For example, the execution
of works by local authorities on the only access route to the Site, making it largely unavailable
for the transportation of major pieces of Contractor’s Equipment to the Site, could well be
considered as “Unforeseeable…non-availability of an access route to the Site, caused by… a
EC
third party” and falls under Sub-Clause 11.1.3(m).
This table should not be amended as otherwise it would be a breach of FIDIC Golden
Principle 3, and the resulting contract would no longer be recognised as a FIDIC
contract.
Finally, it should be noted that in accordance with Sub-Clause 11.1.2, it might well be that
SP
because of an Employer’s Risk eventuating the Engineer gives an instruction which constitutes
a Variation. For example, if a change in the Laws of the Country is made after the Base Date
(an Employer’s Risk under Sub-Clause 11.1.3(h)) and has an impact on the Works (e.g. more
stringent water quality parameters to be complied with for a water treatment facility), then
the necessary adjustments to the Works which are confirmed and instructed by the Engineer
shall be handled as a Variation, bringing the specific related entitlements set out under Clause
7, and without any need to resort to the claim procedure under Clause 13. All Contractor’s
Costs and delays resulting from the change in Laws, and resulting instruction, will, therefore,
be addressed under the Variation procedure and not the claim procedure.
Prolongation Cost
Sub-Clause 11.1.3 introduces a new concept into FIDIC contracts: Prolongation Cost.
Prolongation Cost or PGC can be claimed in the case of cost flowing from a compensable
delay, but not from an excusable delay, as stipulated under the opening provisions of
Sub-Clause 11.1.3.
An excusable delay is one giving rise to an entitlement to EOT only. This is typically a delay
resulting from a natural event, such as a natural Exceptional Event (natural catastrophes
such as earthquake, hurricane, etc.) under sub-paragraph (c), Unforeseeable adverse climatic
conditions at Site under sub-paragraph (f), etc. A critical delay resulting from those risk events
© FIDIC 2021
24
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will, therefore, only be excused, but not compensated. The Contractor will benefit from an
AGREEMENT
EOT so as to be protected from the application of any delay damages for that particular delay,
but will not be able to claim for its prolongation costs resulting from such delay. They will,
therefore, be its risk.
A notable exception is with the Unforeseeable physical conditions encountered at Site under
sub-paragraph (e), which are treated as a compensable delay (see below).
CONDITIONS
A compensable delay is one giving rise to an entitlement to “Cost and/or EOT” or to “Cost
GENERAL
Plus Profit and/or EOT”, and/or specifically to “EOT and Prolongation Cost”. This is typically
a delay resulting from a man-made event, such as an Employer’s breach of its obligations
under sub-paragraph (j), or a man-made Exceptional Event occurring inside the Country under
sub-paragraph (b)(i).
CONDITIONS
PARTICULAR
In such a case, a critical delay resulting from those risk events will, therefore, be compensated,
and not only excused. It means that the prolongation costs suffered by the Contractor
because of such critical delay would be claimable by the Contractor, and would, therefore,
be “Prolongation Cost” under the Contract as defined in Sub-Clause 1.1.35 as being those
associated with a compensable EOT.
EN
Notable exceptions are Unforeseeable delays caused by local authorities under sub-paragraph
GUIDANCE
(g), or a man-made Exceptional Event occurring outside the Country in sub-paragraph (b)(ii).
Prolongation Costs are indirect Costs suffered by the Contractor in case of a critical delay,
and they cover on-Site and off-Site overheads in accordance with the definition given in
Sub-Clause 1.1.35.
IM
On-Site overheads are typically those incurred by the Contractor on Site for the performance of
its obligations: Site offices, local management, secretarial and assistance services, warehouses
and storage areas, security, car pool. They are easily identifiable as costs specifically incurred
for the execution of a project.
EC
Off-Site overheads are typically head office overheads, representing the contribution that
each project is meant to generate to the financing of the head/supervising office functions
of the Contractor which are required to run its business: general management, business
development, human resources policies, financing & accounting, insurance, health & safety,
quality assurance, etc. They are not easily identifiable as costs specifically incurred for the
execution of a project, because they have a horizontal nature serving all activities carried out
SP
by the Contractor under all of its projects.
Prolongation Costs are, therefore, a sub-category of the Costs incurred by the Contractor, in
accordance with the definition of Cost under Sub-Clause 1.1.13.
In practice, proving causation and providing substantiation for Prolongation Costs can prove
to be an arduous task. There is often extensive debate between the Parties as to what is and
what is not an eligible expenditure under such a heading, and the likelihood of this resulting in
a dispute is significant. In a dispute resolution forum such as arbitration, there is accordingly
often a reliance on expert evidence for that purpose, through the mobilisation of so-called
quantum expert witnesses. This has time and cost impacts on both Parties, which FIDIC
considered to be incompatible with the nature and size of projects for which the Green Book
is often used in practice;
This Second Edition has, therefore, pre-determined such Prolongation Costs, by the use of a
formula in the Contract Data Sub-Clause 1.1.35 for their calculation. Their amount will depend
on:
• the time when the critical delay event occurs, and the value of the Works executed
at that time (“V” in the formula). This is because progress on a construction project
is not a linear function of time, but a Gaussian (“bell curve”) function of time, and
accordingly the amount of overheads incurred by the Contractor is not fixed but
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fluctuates over time. Several work progress stages had, therefore, to be considered
AGREEMENT
as follows:
CONTRACT
o the start of a project (when V is below 33% of the Contract Price stated
in the Contract Agreement) is a period when the Contractor progressively
mobilises its resources which are ramping up;
o when V is greater than 33% but lower than 66%, this is the peak production
CONDITIONS
period when resources are meant to be mobilised in full and working at
GENERAL
full capacity. This is the period when the overheads are accordingly at their
peak; and
o when V is greater than 66%, this is a period when completion is nearing,

and demobilisation progressively starts to occur. Overheads are accordingly
going down.
CONDITIONS
PARTICULAR
• the average Weight (“W” in the formula) that the overheads carry to the Contract
Price stated in the Contract Agreement, divided by the Time for Completion hence
resulting in an average weight of overheads per day. By default, this is set at 20%.
As needs be, this percentage can be amended in the Contract Data if it is not
representative enough of the weight of overheads. For example, projects carried
EN
out in difficult and remote environments will generate specific on-Site overheads for
GUIDANCE
access and security which could justify considering a higher percentage.
As stated in Contract Data Sub-Clause 1.1.35, when calculating PGC, V is the value of
Works carried out at the time when the event giving rise to an EOT occurs, as certified under
Sub-Clause 8.4.1. The value certified by the Engineer will, therefore, be used in this respect,
but in case the Parties are in dispute as to such certified value, then V may be subject to
IM
adjustment subsequent to the resolution of the dispute in accordance with the Contract.
For each day of compensable EOT granted under the Contract, Prolongation Cost will,
therefore, be the value W, to which a weighting factor is applied depending on V above:
EC
• When V is equal to 0, 25% of W will apply as Prolongation Cost (PGC)

• When V is lower than 33% but greater than 0, 60% of W will apply as PGC
• When V is lower than 66% but greater than 33%, 125% of W will apply as PGC
• When V is greater than 66%, 60% of W will apply as PGC.
This formula, the above thresholds and percentages can be adjusted in the Special Provisions
SP
if considered irrelevant or unsuitable for a particular project.
Contract Data Sub-Clause 1.1.35 stipulates that “Prolongation Cost shall be the only
compensation due from the Employer to the Contractor for an EOT resulting from a
compensable delay”. Therefore, they act as a liquidated damages provision, for ease of use
by the Parties.
This mechanism has the merit of providing a quick remedy when a critical compensable
delay eventuates, where the Contractor will not have to prove/substantiate such loss, and
the Parties will not have to enter into possibly lengthy discussions about what is the fair and
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reasonable amount of Prolongation Cost to consider, which could result in a dispute and
require expert evidence as stated above, with the knock-on time and cost impacts on the
Parties that this mechanism is aiming at avoiding.
However, Contract Data Sub-Clause 1.1.35 goes on stating that “For the avoidance of doubt,
this provision shall not affect Contractor’s compensation rights for other Costs (if any), such
as disruption Costs (if any).” This is to clarify that the aforementioned Prolongation Cost
mechanism only liquidates the Prolongation Cost side of a Cost claim. As an example, if
Unforeseeable physical conditions eventuate at Site, and slow down hence delay the
Contractor’s progress for an activity which is on the critical path, then owing to Sub-Clause
11.1.3(e) the Contractor will be entitled to claim for Cost and EOT. Prolongation Cost will
© FIDIC 2021
26
cover the indirect Cost of the Contractor associated with the EOT. However, other Costs
AGREEMENT
remain claimable, such as direct Costs as follows:
• those incurred as a specific result of the Unforeseeable physical condition – for

example, additional Contractor’s Equipment mobilised by the Contractor for
excavating a portion of hard rock; and
• so-called disruption Costs, which reflect the Contractor’s loss of productivity
CONDITIONS
generated by the Unforeseeable physical condition. In the former example, if because

GENERAL
of the hard rock encountered it takes twice more time than usual for the Contractor
to excavate a ground volume, then it means the Contractor is incurring twice more
Costs (labour, Contractor’s Equipment, subcontractors) to do the same work, and
while generating the same revenue. This increase of the Costs/revenue ratio is a loss
for the Contractor, which is compensable.
CONDITIONS
PARTICULAR
The concepts of direct and indirect costs, prolongation and disruption costs, excusable and
compensable delays are widely used in the construction industry, and for further information
in this respect drafters can refer to authoritative industry guidance such as the “Society of
Construction Law Delay and Disruption Protocol”, 2nd Edition, 2017, available for download
at https://www.scl.org.uk/sites/default/files/documents/SCL_Delay_Protocol_2nd_Edition_
Final.pdf †
EN
GUIDANCE
Finally, the effects of the governing law should not be overlooked. For example, concurrency of
delays may be handled differently under different national laws. Concurrent delay is, as defined
in the aforementioned Protocol, the occurrence of two or more delay events at the same time,
one an Employer’s Risk event, the other a Contractor’s risk event, and the effects of which are
felt at the same time. If concurrency is established, then the application of the entitlements
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provided for in the Employer’s Risk table under Sub-Clause 11.1.3 may be defeated by the
governing law. Under the law in some countries, when concurrency is established, then:
• the Contractor would be entitled to an EOT for the critical delay it suffered from, in order
to be protected from the application of delay damages as it would otherwise mean
the Employer benefits (through the payment of delay damages by the Contractor)
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from its own critical delay to the Works which would have occurred regardless of the
Contractor’s delay; but
• the Contractor would not be entitled to any compensation for Cost (including
Prolongation Cost), because it would have incurred those in any case owing to its
own critical delay, i.e. regardless of the Employer’s critical delay.
SP
Clause 12 Insurance
For ease of use by the Parties, a table is provided in Contract Data Sub-Clause 12.1,
summarising the insurance requirements under the Contract.
It describes:
• The type of insurance required

• The extent, scope and duration of the insurance
• The minimum amount of coverage, the maximum deductible permitted, and any
possible exclusion
• The insuring Party (either the Contractor or the Employer), and the names of insured
• The name of the proposed insurer by the insuring Party.
It is recommended that the Employer seek expert insurance advice when preparing the Contract
documents, so as to ascertain the type and conditions of insurance that is locally available for
the project, and in order to fill in, and adjust as need be, the insurance requirements table in
the Contract Data. If the insurance provisions are changed without due skill and care, there
is a risk that the Employer will inadvertently bear liabilities for which the Employer is neither
prepared nor covered by insurance.
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For each insurance provided by the Employer, if any, Sub-Clause 12.1.1 requires that the terms
AGREEMENT
and conditions of such insurance cover shall have been provided to tenderers prior to the
CONTRACT
Base Date (see definition in Sub-Clause 1.1.3), and the Contract Data state that they are to be
appended to the Contract Data. This is important so that the tenderers know in advance exactly
what insurance coverage is provided by the Employer, as well as its corresponding conditions
(amounts, exclusions, etc.), and make their own assessment to determine if and to what extent
they need to provide complementary coverage (see Sub-Clause 12.1.1(b)(ii)), and price for it.
CONDITIONS
For flexibility purposes, Clause 12 uses and refers to the “insuring Party” but the insurance
GENERAL
table in the Contract Data adopts the common case of the Contractor being the insuring
Party. Depending on the nature and structure of the project, some Employers may find it
more beneficial to procure and effect the project insurances themselves. Additionally, some
insurances can only be provided by the Contractor itself such as Professional Indemnity
insurance and the insurance for the Contractor’s employees.
CONDITIONS
PARTICULAR
The insurance table in the Contract Data includes a column headed “Exclusions” and adopts
as a default position that exclusions are “Not Applicable” for all listed insurances except for the
Construction All Risks (CAR) insurance. This is intentional so as to allow for exclusions under
the Construction All Risks (CAR) insurance provided by the Contractor. These exclusions
would typically cover, subject to mutual agreement and as may be stated in the Contract,
EN
indirect or consequential loss or damage; wear and tear; and the risk of Exceptional Events.
GUIDANCE
The form of insurance certificate, provided in annex to the Particular Conditions, also caters
for these exclusions.
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Sub-Clause 12.1.2 indeed introduces a new mechanism in FIDIC contracts, which is to

allow the insuring Party to provide an insurance certificate, endorsed by the relevant insurer,
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evidencing that the required insurances under the Contract have been duly effected and are
being maintained. This is in recognition of the fact that the Parties (particularly Employers),
under such type of projects which are covered by the Green Book, may not have access to
the same amount of insurance expertise that is typically available for other major projects such
as those covered by the FIDIC Red, Yellow or Silver Books, making it difficult for them to be
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able to ascertain all the fine details and all of the nuances of a fully-fledged insurance policy.
They may, accordingly, feel better comforted to rely on a certificate issued by the insurer,
which does then give them a possible cause of action against the said insurer in case of
insurance difficulties experienced at a later stage.
Under Sub-Clause 12.1.2, this Second Edition leaves open the possibility to the Employer, if it
so wishes, to nevertheless require that the Contractor produces the policies of the insurances
SP
that it is required to effect under the Contract, so as to enable the Employer (or its insurance
consultant) to ascertain their compliance with the Contract requirements. In some instances,
notwithstanding the provision of an insurance certificate, the only way for an Employer to
thoroughly review the extent and detailed conditions of the insurances provided by the
Contractor and ensure their compliance with the Contract is to proceed with full (specialised)
review of the insurance policies.
Clause 13 Claims
For any:
• additional payment that either Party believes it is entitled to;

• any EOT that the Contractor believes it is entitled to;
• any extension of the DNP that the Employer believes it is entitled to; or
• any other entitlement or relief that either Party believes it is entitled to,
then the claiming Party shall follow the procedural steps set out under Clause 13 and
Sub-Clause 3.5.
A notable exception is for entitlements associated with a Variation, which do not necessitate
following the claim procedure as seen above under Clause 7.
© FIDIC 2021
28
For reciprocity and balanced treatment, the same claim procedure applies to both the
AGREEMENT
Employer and the Contractor.
Clause 13 sets out time limits to be complied with by the claiming Party for claim notification,
and then submission of a fully detailed claim. However, and unlike other FIDIC contracts for
larger projects, there are no time bars associated with such time limits. This is a recognition of
the fact that this Second Edition is meant to provide a simplified contractual machinery, which
is lighter to handle and typically suitable for circumstances where it is not deemed required,
CONDITIONS
or relevant, to mobilise contract administration and management resources of the same scale
GENERAL
and extent as required under those other longer forms of contracts.
Clause 14 Disputes
Sub-Clause 14.1 Adjudication
CONDITIONS
PARTICULAR
Adjudication – informal assistance and decisions – which option to choose?
This Second Edition provides that any dispute between the Parties, which is not settled
amicably, shall be referred to an Adjudicator by either Party (Sub-Clause 14.1.3) for a binding
decision. The decision is immediately binding upon the Parties, even if either or both Parties
EN
subsequently expresses dissatisfaction with it (Sub-Clause 14.1.5).
GUIDANCE
Resorting to adjudication is made in compliance with FIDIC Golden Principle 5, which provides
that: “Unless there is a conflict with the governing law of the Contract, all formal disputes must
be referred to a Dispute Avoidance/Adjudication Board (or a Dispute Adjudication Board,
if applicable) for a provisionally binding decision as a condition precedent to arbitration”.
IM
The Adjudicator mechanism under the Contract is, indeed, equivalent to a dispute board
composed of one member. Owing to the capital value of projects which are envisaged to be
covered by the Green Book, a three-member dispute board was not seen as an economically
viable option for the Parties. However, if it is felt that a three-member dispute board would be
economically viable, then consideration should be given to amending the Contract provisions
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related to the Adjudicator so as to introduce instead a Dispute Avoidance/Adjudication Board

(DAAB). Reference is made to the FIDIC 2017 Suite of Contracts in this respect: for example,
the 2017 Red Book.
The Parties can also require the informal assistance of the Adjudicator to help them resolve any
issue which they face. Contrary to decisions of the Adjudicator, any opinion of the Adjudicator
given during an informal assistance process is not binding upon the Parties (Sub-Clause
SP
14.1.2). It may however be helpful in enabling the Parties to reach an amicable settlement,
thereby avoiding the time and cost of a fully-fledged dispute resolution process, consistent
with the principle that prevention is better than cure.
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In furtherance of the above, the Parties may wish that the Adjudicator acts in a so-called
“standing mode”, i.e. becomes and remains knowledgeable about the Contract, informed
about the progress of the Works and performs regular Site visits, all in view of the objectives
set out in the Rules for Adjudication, as appended to the General Conditions of Contract,
which stipulate the following in Rule 3:
The objectives of these Rules are:
• to facilitate the avoidance of disputes that might otherwise arise between the Parties;
and
• to achieve the expeditious, efficient and cost-effective resolution of any dispute that
arises between the Parties.
These Rules shall be interpreted, the Adjudicator’s activities shall be conducted and the
Adjudicator shall use his/her power under the Contract and these Rules, in the manner
necessary to achieve the above objectives.

The Green Book, therefore, leaves several options available to the Parties, i.e. requesting the
AGREEMENT
Adjudicator’s services:
CONTRACT
• Option 1: only for binding decisions;
• Option 2: for time to time informal assistance and binding decisions;
• Option 3: for regular informal assistance (including through regular Site visits) and
binding decisions.
CONDITIONS
GENERAL
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The choice of option depends on:
• The contract value, and the corresponding economic viability of the option. Whilst
option 3 above may appear to be the most expensive, it may not ultimately be the
case. Informal assistance services from the Adjudicator, if successful, will assist in
amicably resolving matters which would otherwise become disputes referred to the
CONDITIONS
PARTICULAR
Adjudicator for decisions. Option 3 may, therefore, be in the end cheaper than option
1 by means of the avoided disputes, and the avoided fees and expenses incurred
by the Parties in the decision process (including Adjudicator’s fees and expenses).
Additionally, it is likely that the cost of a decision will be cheaper in option 3 than in
option 1, given that in the former option the Adjudicator is already well aware of the
EN
project, the Contract, the progress of the Works and the Parties, and does not need
to be paid for his/her “learning time” of those matters as he/she would under option
GUIDANCE
1;
• The complexity of the project, and of its environment, and the corollary likelihood of
difficulties which may lead to disputes; and
• The willingness of the Parties to work in good faith with the Adjudicator, and to
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genuinely give effect to the informal assistance process.
If option 3 is chosen, the Rules for Adjudication foresee the payment of monthly fees, in
addition to the daily fees of the Adjudicator, so as to secure the regular involvement of the
Adjudicator who is required to allocate the necessary time for that purpose. A description of
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what covers the monthly fee is set out under Rule 13.
Adjudicator’s appointment
Whichever option is chosen, Sub-Clause 14.1.1 provides that the Adjudicator is mobilised
from the outset of the Contract implementation. Practice shows that it is easier to proceed
with such mobilisation at an early stage of the life of a Contract, rather than when disputes
SP
start to crystallise between the Parties, given that the relationship of the Parties is likely to be
better in the former rather than in the latter case.
Obviously, if option 1 above is retained, the Adjudicator would typically be on standby, with no
inputs hence no fees, until such time as a dispute referral is made to him/her (if any).
Appointments are made intuitu personae, and a form of Adjudicator’s Agreement is provided
in this Second Edition for use by the Parties for that purpose. Although the Adjudicator’s
Agreement may be signed by a firm, if any, employing the Adjudicator, or a firm owned by the
Adjudicator, for legal reasons, the Adjudicator’s services shall, nevertheless, be carried out by
the natural person appointed under the Contract.
If for whatever reason the Parties have omitted to comply with Sub-Clause 14.1.1, and have
not mobilised the Adjudicator in the time prescribed therein, they may, nevertheless, do so at
a later stage. Given that the agreement of the Parties always prevails, they may agree on such
appointment, even if late, and without resorting to the President of FIDIC, as foreseen in the
Rules for Adjudication (Rule 4). Resorting to the President of FIDIC would then only occur if
the Parties fail to jointly appoint the Adjudicator.
Finally, recent years have shown an increase of online proceedings, in particular in the light of
the Covid-19 pandemic. Accordingly, Rule 20 sets out that Adjudicator’s activities (meetings,
© FIDIC 2021
30
hearings, etc.) may be carried out online or in-person, as per the Adjudicator’s decision in
AGREEMENT
consultation with the Parties.
Adjudication and governing law
Once again, due regard shall be given to the possible effects of the law governing the Contract,
especially if it includes mandatory provisions (i.e. which override any Contract term stating
otherwise than the said mandatory provisions) which impose that a construction dispute is
CONDITIONS
referred to a statutory adjudication, as is currently the case in the United Kingdom. In such
GENERAL
jurisdictions, Clause 14 must be amended so as to reflect such mandatory provisions of the

governing law.
Practice shows that there is often a misconception in the construction industry as to adjudication
as provided in FIDIC contracts, especially in countries where such type of alternative dispute
CONDITIONS
PARTICULAR
resolution mechanism is largely unknown. It is sometimes believed in such countries that,

because adjudication is not expressly provided for in the local law, then it cannot apply.
This assumption is generally wrong. Unless local law expressly forbids such mechanism, or
expressly and mandatorily provides for another mechanism (such as in the United Kingdom
– see above), then, in the silence of the local law, the FIDIC adjudication provisions should be
fully binding and enforceable, based on the principle that obligations which have been freely
EN
contracted by two Parties are binding upon them and legally enforceable. When entering
GUIDANCE
into a Green Book-based Contract, the Parties have expressly agreed to comply with its
adjudication provisions, and, therefore, those are binding upon them and legally enforceable.
Link with arbitration

IM
Any dispute between the Parties is to be referred to adjudication as a condition precedent to
referral of any dispute to arbitration under Sub-Clause 14.2, as provided for under Sub-Clause
14.2.1.
Sub-Clause 14.2 Arbitration

EC
If a notice of dissatisfaction with an Adjudicator’s decision has been communicated in a

timely manner, and the Adjudicator’s decision has not become final and binding (Sub-Clause
14.1.4), the dispute will be finally decided by an arbitral tribunal, composed of a sole arbitrator
operating in accordance with the expedited procedure provisions of the Rules of Arbitration
of the International Chamber of Commerce (ICC).
SP
Expedited procedure provisions provide for a fast-track (6-month) arbitration which is quicker
and cheaper than a fully-fledged traditional arbitration. FIDIC considers this to be well adapted
to Green Book-based contracts.
Owing to the use of “Unless otherwise agreed by the Parties” under Sub-Clause 14.2.2,
consideration can be given to the following:
• mobilising three arbitrators instead of one;

• in case of larger capital value projects than traditionally targeted by the Green
Book, returning to the regular provisions of the ICC Rules of Arbitration in lieu of the
expedited procedure provisions of the ICC Rules of Arbitration;
• making use of other arbitration rules than those of the ICC: UNCITRAL rules for
example; or
• resorting to domestic arbitration, for example in case the Parties are from the same
country,
all depending on the nature, value and complexity of the Works under the Contract, as well
as the intention of the Parties.

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Finally, it should be noted that neither the General Conditions of Contract nor the Contract
AGREEMENT
Data make any reference to the seat of arbitration. This is a deliberate intention, and not
CONTRACT
an omission. In such a case, Article 18 of the ICC Rules of Arbitration (in the 2021 edition
of the said Rules, in force at the time of drafting of these guidance notes) provides that the
ICC International Court of Arbitration shall fix it, unless agreed upon by the Parties. Practice
shows that when the seat is left to be completed in contract documents, it is frequent that
the Employer will pick the capital city of its own country, which will not be a neutral, and
(depending on legal conditions in the Employer’s country) may not be an appropriate, choice.
CONDITIONS
On the other hand, the ICC International Court of Arbitration is very knowledgeable about
GENERAL
what places of arbitration are suitable and has long experience in choosing places for an
international arbitration. It was accordingly concluded to be preferable to resort to the ICC
International Court of Arbitration for fixing the seat, in order to fully support the implementation
of international arbitration, as intended under the Contract, and as much as possible avoid
procedural law issues.
CONDITIONS
PARTICULAR
EN
GUIDANCE
IM
EC
SP
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32
FORM OF CONTRACT
AGREEMENT
GENERAL CONDITIONS
FIDIC
SECOND EDITION 2021
EN
GUIDANCE NOTES
Annex
Guidance for use of the Forms
IM
EC
SP

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GUIDANCE FOR USE OF THE FORMS
AGREEMENT
Disclaimer
FIDIC takes no responsibility for the use of these sample forms nor for any consequences that may
CONDITIONS
arise from such use. These forms are not part of the Contract, users may use their own forms or
GENERAL
style for communication as they may deem more appropriate for each project. These forms are
provided as samples for the purpose of users’ guidance only, they are not exhaustive and other
communication(s) may be required. Any use of these forms must be carefully considered under the
respective circumstances of each project, including, but not limited to, the applicable Laws.
CONDITIONS
PARTICULAR
These forms are based on the General Conditions, as published by FIDIC, and on the assumption
that no Particular Conditions apply. If Particular Conditions do apply, these forms may be used only
after due amendments are made, reflecting the changes (if any) brought by the relevant provisions
of the Particular Conditions. Also it may well be that the extent of changes brought by the Particular
Conditions is such that the use of these forms is no longer appropriate; in such a case, a bespoke
drafting of each communication form would be required. Ultimately, users shall remain responsible
EN
for any communication they prepare and issue.
GUIDANCE
Below are guidance notes on the purpose, possible use, numbering and structure of the
communication sample forms exclusively associated with the Green Book 2nd Edition.
These communication sample forms are provided to support the users’ understanding of how a
IM
notice, a request or an instruction can be expected to be made when administering the Contract.
The forms have been primarily developed for easy and efficient use and may even be completed (by
handwriting or otherwise) with very few details and information on each sheet. If more information is
required – or otherwise necessary – it can be given by attachment to the relevant form.
Some of these forms are for communications which are expressly required under the Contract:
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for example, the issuance of a notice of the Commencement Date, which is an obligation under
Sub-Clause 6.1.1 of the General Conditions of Contract. Other forms are for communications which,
while not expressly required under the Contract, are found to be good practice: for example, the
issuance of a notice of readiness for inspection under Sub-Clause 5.4.1. Such optional use has been
highlighted, where relevant, under these forms.
SP
Capitalised terms used in the forms shall have the meanings ascribed to them in the Contract, unless
otherwise defined therein.
The forms include blank fields (highlighted by a series of dots as follows: ……) which are to be
completed by the users with the relevant information. Guidance as to what is to be inserted, or
what is to be done by users, is provided in italic and between square brackets. Such text in square
brackets is to be removed by users before issuing the form.
Some of the forms contain a description of the subsequent activity which is required by the General
Conditions. These comments may not be necessary for the communication in question, but are
included to allow a better understanding of the provision to which the communication relates. These
comments are marked in italic and grey, and may be deleted as the user wishes.
34 © FIDIC 2021 --```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---


AGREEMENT
CONTRACT
CONDITIONS
GENERAL
CONDITIONS
PARTICULAR
EN
GUIDANCE
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EC
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© FIDIC 2021
35
Annex to the Guidance Notes – FORMS OF COMMUNICATION
AGREEMENT
Guidance for use of the forms
1. O-Request-1.5.1 Request for Clarification

2. O-Notice-1.5.2 Notice of an Error in a Document prepared for Use in the
Execution of the Works
CONDITIONS
GENERAL
3. EP-Notice-2.1.1 Notice of Access to the Site

4. C-Request-2.3.1 Request for Evidence of Financial Arrangements
5. EP-Notice-2.3 Notice of Evidence of Financial Arrangements
6. E-Instruction-3.3.1 Notice of the Engineer’s Instruction
CONDITIONS
PARTICULAR
7. E-Notice-3.5.2 Notice of Agreement or Determination

8. C-Request-4.2.1 Request for Consent to Contractor´s Representative
9. C-Request-4.4.1 Request for Consent to Subcontract
10. C-Notice-4.5.1 Notice of Performance Security Delivery
EN
11. EP-Notice-4.5.2 Notice of Performance Security Return
GUIDANCE
12. C-Request-4.6.1 Request for Contractor´s Document Review

13. E-Notice-4.6.1 Notice of Contractor´s Document Review
14. E-Notice-5.4.1 Notice of Readiness for Inspection
15. E-Instruction-5.5.1 Instruction to Remedy
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16. E-Notice-6.1 Notice of Commencement Date
17. C-Request-6.2.1 Request for Programme Review
18. E-Notice-6.2.2 Notice of Programme Non-Compliance
19. E-Notice-6.6.1 Notice of an Exceptional Event
EC
20. E-Instruction-7.1.1(a) Instruction of a Variation

21. E-Request-7.1.1(b) Request for a Variation Proposal
22. C-Request-8.2.1 Request for Advance Payment
23. E-Certificate-8.4.1 Interim Payment Certificate
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24. C-Statement-8.6.2 Final Statement
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25. C-Notice-8.6.2 Discharge

26. C-Request-8.7 Financing Charges Payment Request
27. C-Notice-9.1 Notice of Readiness for Tests on Completion
28. C-Request-9.2.1 Request for Taking-Over Certificate – Works/Section
29. E-Certificate-9.3.1 Taking-Over Certificate – Works/Section
30. E-Certificate-9.3.1 Taking-Over Certificate for Part(s) of the Works
31. E-Instruction-10.1.1 Instruction to Suspend
32. C-Notice-10.1.1 Notice of Intention to Suspend
33. EP-Notice-10.2.1 Notice of Default
34. EP-Notice-12.2.1 Notice of Failure to Insure
35. O-Notice-13.1 Notice of Claim
36. O-Claim-13.2 Fully Detailed Claim
37. EP-Claim-13.1(b) Claim for Delay Damages
38. O-Notice-14.1.3 Notice of Intention to Refer a Dispute to Adjudication
39. O-Request-14.1.2 Request for Informal Opinion
40. O-Notice-14.1.4 Notice of Dissatisfaction

O – Request – 1.5.1
2021 2nd Edition FIDIC FORMS OF COMMUNICATION
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Engineer
Employer
Contractor
EN
REQUEST FOR CLARIFICATION
(optional use in accordance with Sub-Clause 1.5.1 of the Conditions of Contract)
Communication reference: ……………

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Herewith, the undersigned gives notice to the other Party and the Engineer of a conflict, ambiguity or
discrepancy between the documents, or within a document, forming the Contract as described below:
EC
…………………………………………………………………………………………………………
…………………………………………………………………………………………………………
…………………………………………………………………………………………………………
SP
In accordance with the Conditions of Contract, it is the obligation of the Engineer to issue the
necessary clarification or instruction.
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…………………………… [date]
Employer Contractor [tick the relevant box]
copy to:
Employer Contractor Engineer
any other entity(ies) ………….......… ………..........….
O – Notice – 1.5.2
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Engineer
Employer
Contractor
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NOTICE OF AN ERROR IN A DOCUMENT PREPARED FOR USE IN THE
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EXECUTION OF THE WORKS
(In accordance with Sub-Clause 1.5.2 of the Conditions of Contract)

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Herewith, the undersigned gives notice to the Engineer and the other Party the Engineer
gives notice to the Parties [tick the relevant box] of an error or defect found in a document which was
prepared for use in the execution of the Works.
Description of the error or defect:
EC
…………………………………………………………………………………………………………
…………………………………………………………………………………………………………
…………………………………………………………………………………………………………
SP
In accordance with the Conditions of Contract, it is the obligation of the Party responsible for the error
or defect to rectify it without delay and at its risk and cost.
……………………………[date]
Engineer Employer Contractor [tick the relevant box]
copy to:
Employer Contractor Engineer
any other entity(ies) …………......… ………........….

EP – Notice – 2.1.1
FIDIC FORMS OF COMMUNICATION
2021 2nd Edition
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Contractor
NOTICE OF ACCESS TO THE SITE

Communication reference: ……….........……
EN
Right of access to, and possession of, the Site is/was given to the Contractor:
on …………. [date]
IM
Right of access to, and possession of, the following part(s) of Site is/was given to the
Contractor:
EC
The part(s): …………………………………………………………………………………………
on …………. [date]
The above right of access and possession are given

SP
exclusively to the Contractor
not exclusively to the Contractor
The Contractor is reminded that it shall be responsible for any access to, and/or possession and use
of, any such area (such as access routes) located outside the Site that it may require.
……………………………. [date]
Employer
copy to:
Engineer
any other entity(ies) …………….….. ………………..
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---

C – Request – 2.3
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Employer
REQUEST FOR EVIDENCE OF FINANCIAL ARRANGEMENTS

(In accordance with Sub-Clause 2.3 of the Conditions of Contract)
EN
IM
Herewith, the Contractor requests reasonable evidence that the Employer has made and shall
maintain all financial arrangements necessary to enable the Employer to fulfill its payment
obligations under the Contract.
The Contract Price, as adjusted in accordance with the Contract, is currently:

EC
………....................................................….. [insert current figure(s) and correct currency(ies)]

SP
…………………………… [date]
Contractor
copy to:
Engineer
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
any other entity(ies) …………….…. ………...……...

EP – Notice – 2.3
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
NOTICE OF EVIDENCE OF FINANCIAL ARRANGEMENTS

EN
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
With the documents attached hereto, the Employer provides evidence of its financial arrangements in
response to the Contractor’s request no. ………. [state reference], dated ………………….. [state date].
IM
EC
SP
…………………………[date]
Employer
copy to:
Engineer
any other entity(ies) ………………... ………………...

E – Instruction – 3.3.1
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
ENGINEER’S INSTRUCTION
EN
The Contractor is instructed as follows:
…………………………………………………………………………………………………………….
…………………………………………………………………………………………………………….
IM
…………………………………………………………………………………………………………….
EC
……………………………[date]
Engineer authorised person or assistant acting on behalf of the Engineer – state name and
position [tick the relevant box]
SP
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
copy to:
Employer
any other entity(ies) ………………… …………………

E – Notice – 3.5.2
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: both Parties
NOTICE OF AGREEMENT OR DETERMINATION

EN
In the matter of …………………………………………………………, the Engineer has consulted
with the Parties in an endeavour to reach agreement, which has been reached. The agreement
is as follows:
………………………………………………………………………………………………………………
IM
Supporting particulars are attached.
In the matter of …………………………………………………….., the Engineer has consulted with

EC
the Parties in an endeavour to reach agreement, to no avail. The Conditions of Contract provide
that if agreement is not achieved as a result of the Engineer’s consultation with the Parties, the
Engineer shall make a fair determination taking due regard of all relevant circumstances. The
Engineer’s determination is therefore as follows:
SP
……………………………………………………………………………………………………………….
Supporting particulars , explaining the reason(s) for the determination, are attached.
Each Party shall give effect to the above unless and until revised under Clause 14 [Disputes]
……………………………[date]
Engineer
copy to:
any other entity(ies) …………......… ……….......….
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---

C – Request – 4.2.1
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Engineer
REQUEST FOR CONSENT TO CONTRACTOR`S REPRESENTATIVE

EN
In accordance with Sub-Clause 4.2 [Contractor’s Representative and Other Personnel] the Contractor
submits below the name and particulars of the person authorised to act on the Contractor´s behalf
under the Contract:
IM
Title:
Name:
Contact details:
EC
Particulars: see attachment
The Engineer is requested to confirm its consent.

SP
…………………………… [date]
Contractor
copy to:
Employer
any other entity(ies) …………......… ……….......….
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---

of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Engineer
REQUEST FOR CONSENT TO SUBCONTRACT

EN
The Contractor intends to subcontract the following part(s) of the Works:
Part(s) Description Proposed subcontractor(s)

IM
Relevant supporting documentation is attached.
For this(these) part(s) of the Works:
There is no subcontractor named in the Contract.

EC
There was(were) (a) named subcontractor(s) in the Contract, but the Contractor now intends to
subcontract this work to the aforementioned additional substitute [tick the relevant
box] subcontractor(s).
SP
the intended date of subcontract is …………………………………....
the intended commencement date of this work on Site is …………………………………….
The Contractor is aware that it shall be responsible for the acts or defaults of any of its subcontractors,
and any of their agents or employees, as if they were the acts or defaults of the Contractor.
The Engineer is requested to confirm its consent.
……………………………[date]
Contractor
copy to:
Employer
any other entity(ties) …………......… ……….......….
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---

C – Notice – 4.5.1
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Employer
NOTICE OF PERFORMANCE SECURITY DELIVERY

EN
a) The Contractor intends to provide the performance security from the following
third party, for which the Employer´s consent is herewith requested:
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
…………………………………………………………………..
IM
or
b) Herewith, the Contractor submits to the Employer a draft performance security

for which the Employer´s consent is requested. Once confirmed by the Employer the
EC
Contractor will deliver this performance security duly signed and in the amount stated
or
c) Herewith, the Contractor submits the performance security, from a third party
SP
for which the Employer has given consent, and in a form agreed by the Employer.
The original performance security is attached.
……………………………[date]
Contractor
copy to:
Engineer
any other entity(ies) ….…………..… …..…..……….

of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
NOTICE OF PERFORMANCE SECURITY RETURN

(In accordance with Sub-Clause 4.5.4)
EN
Herewith, the Employer returns to the Contractor the performance security.

IM
The performance security -original- is attached.
EC
SP
…………………………… [date]
Employer
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
copy to:
Engineer
any other entity(ies) …..…………… ……………….

C– Request– 4.6.1
FIDIC FORMS OF COMMUNICATION
2021 2nd Edition
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Engineer
REQUEST FOR CONTRACTOR’S DOCUMENTS REVIEW

EN
Herewith, the Contractor submits for the Engineer’s review the following Contractor’s Documents:
……………………………………………………………………..
……………………………………………………………………..
IM
The Contractor is aware that it shall not commence execution of such parts of the Works
EC
corresponding to the submitted Contractor´s Documents until the Engineer gives (or is deemed to
have given) its No-Objection to these.
SP
The review period shall not exceed 14 [if applicable, replace by the number of days set out in the
Specification] ..................... days, calculated from the date of receipt of this notice.
…………………………… [date]
Contractor
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
copy to:
Employer
any other entity(ies) …….………… ……….……….

E – Notice – 4.6.1
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
NOTICE OF THE CONTRACTOR’S DOCUMENTS REVIEW

The Engineer has reviewed the following Contractor’s Documents:
EN
........…………………………………………………………………………………………………..
…………………………………………………………………………………………………………
(List the documents reviewed, including design/drawings (if any), either here or refer to an attachment if necessary)
With regards to the aforementioned Contractor’s Documents, the Engineer notifies that it has:
IM
No-Objection, without comments and the Contractor may proceed with the execution of the
corresponding Works.
or
No-Objection, with the following comments: ________________________________

EC
________________________________
[refer to an attachment if necessary]
The Contractor is reminded that it may proceed with the execution of the corresponding
Works, but nevertheless shall resubmit the commented Contractor’s Documents taking into
account the Engineer´s comments as necessary at its risk and cost.
SP
or
The Contractor’s Documents fail to comply with the Contract for the following reasons:
…………………………………………………………………………………………………………
…………………………………………………………………………………………………………
[refer to an attachment if necessary]
The Contractor shall, at its risk and cost, promptly rectify and resubmit the Contractor’s
Documents to the Engineer for review in accordance with Sub-Clause 4.6.1.
……………………………[date]
Engineer
copy to:
Employer
any other entity(ies) ……………..…
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
….…………….
C – Notice – 5.4.1
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Engineer
NOTICE OF READINESS FOR INSPECTION

(optional use with Sub-Clause 5.4.1)
EN
The Contractor herewith gives notice that the following part(s) of the Works is/are ready to be covered
up, put out of sight, or will be packaged for storage or transport.
IM
If the Engineer wishes to do so, the Engineer is required to carry out any examination, inspection,
measurement or testing without any unreasonable delay, at the latest before: ...............................
EC
Description of the part(s) of the Works under this notice:

...................................................................................................................................................................
...................................................................................................................................................................
SP
...................................................................................................................................................................
……………………………[date]
Contractor
copy to:
Employer
any other entity(ies) ……………..… ….…………….
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---

of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
INSTRUCTION TO REMEDY
The Engineer Employer [tick the relevant box] herewith instructs the Contractor to:
EN
Replace the following Plant or Materials which is not in accordance with the Contract:
.........................................................................................................................................;
IM
or
Remedy the following defect or damage in the Works or the Contractor´s Documents (as the
case may be):
EC
..........................................................................................................................................
.........................................................................................................................................
The Contractor shall comply with this instruction as soon as practicable, but the remedial work shall be
SP
completed no later than ……………. [specify a reasonable time] days after receiving this instruction.
The Contractor shall comply with this instruction at its own risk and cost, provided that the Contractor is
responsible for the defect or damage. Otherwise, this instruction shall constitute a Variation, and Sub-Clause
7.1.1(a) shall apply.
……………………………[date]
Engineer
copy to:
Employer
any other entity{ties) ……………..… ….…………….
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---

E – Notice – 6.1.1
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
NOTICE OF COMMENCEMENT DATE

EN
The Contract came into effect on ……………….. [date].

IM
In accordance with Sub-Clause 6.1.1, the Engineer herewith notifies the Contractor that the
Commencement Date shall be …………………. [date within 28 days after the date when the Contract
comes into effect, but not less than 7 days from the date of this notice].
EC
The Contractor shall commence the execution of the Works as soon as practicable after the
Commencement Date, and shall proceed with the Works with due expedition and without delay and
shall complete the Works and Sections (if any) within the relevant Time for Completion.
SP
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
…………………………… [date]
Engineer
copy to:
Employer
any other entity(ies) ….…………… …....………….

C– Request– 6.2.1
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Engineer
REQUEST FOR PROGRAMME REVIEW

EN
Herewith, the Contractor submits (in the form stated in the Contract Data) for the Engineer’s review:
the initial programme in accordance with Sub-Clause 6.2.1
or
IM
a revised programme in accordance with Sub-Clause 6.2.1
Unless the Engineer, within 14 days after the date of this notice, gives notice to the Contractor specifying to what
EC
extent the programme does not comply with the Contract, the Contractor shall proceed in accordance with that
programme, subject to the Contractor´s other obligations under the Contract .
The Contractor is aware the Employer can rely on the programme when planning their activities.
SP
…………………………… [date]
Contractor
copy to:
Employer
any other entity(ies) …..…………… ……...………..
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---

E – Notice – 6.2.2
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
NOTICE OF PROGRAMME NON-COMPLIANCE

(In accordance with Sub-Clauses 6.2.1 & 6.2.2 of the Conditions of Contract)
EN
The Engineer herewith gives notice that the received programme (submitted under Request No.
……..) does not comply with the Contract to the following extent:
IM
......................................................................................................................................................
......................................................................................................................................................
or
EC
The Engineer herewith gives notice that the previous programme (submitted under Request No.
……..) has become inconsistent with the actual progress or with the Contractor’s obligations
due to the following:
......................................................................................................................................................
SP
......................................................................................................................................................
The Engineer requests the Contractor to submit a revised programme taking into account
the aforementioned noncompliance inconsistencies [tick the relevant box].
……………………………[date]
Engineer
copy to:
Employer
any other entity(ies) ………….…… …....………….
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---

O – Notice – 6.6.1
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Employer
Contractor
NOTICE OF AN EXCEPTIONAL EVENT

EN
We, the Contractor Employer [tick the relevant box] consider ourselves to be prevented from performing
(an) obligation(s) under the Contract by an Exceptional Event. We consider the following event or
IM
circumstance:
……………………………………………………………………………………………………………………….
……………………………………………………………………………………………………………………….
EC
qualifies as an Exceptional Event under the Contract and, due to such Exceptional Event, the
performance of the following obligation(s) is(are) or will be prevented.
……………………………………………………………………………………………………………………..
……………………………………………………………………………………………………………………..
SP
With reference to Sub-Clause 6.6.1, we herewith give notice of the above Exceptional Event.
We are aware that, based on this notice, we shall be excused from performance of the above obligations only for
so long as the Exceptional Event prevents their performance.
We are also aware that we shall however not be excused from performance of our other obligations under the
Contract, including the obligations to make payments due to the other Party under the Contract. We will give further
notice in case the Exceptional Event has further effects on any other obligations.
…………………………… [date]
copy to:
Engineer Contractor Employer
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
any other entity(ies) …….………… ……...……….

E – Instruction – 7.1.1(a)
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
INSTRUCTION OF A VARIATION
(In accordance with Sub-Clause 7.1.1(a) of the Conditions of Contract)
EN
Herewith, the Engineer instructs the Contractor in accordance with Sub-Clause 7.1.1(a) to execute
the following Variation:
…………………………………………………………………………………………………………
IM
…………………………………………………………………………………………………………
…………………………………………………………………………………………………………
(see attachment for further description)
EC
The Contractor shall proceed with the required change described in this Variation instruction with due
expedition and without delay, and shall submit a proposal for adjustment to the Time for Completion
and the Contract Price, if any.
SP
The valuation of the Variation shall be carried out in accordance with Sub-Clause 7.2 [Valuation of Variations]; and
in accordance with Sub-Clause 7.1.1(a), such valuation shall not be a condition precedent for the execution of the
Variation.
……………………………[date]
Engineer
copy to:
Employer
any other entity(ies) ……………….. ………...……...
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---

E – Request – 7.1.1(b)
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
REQUEST FOR A VARIATION PROPOSAL

(In accordance with Sub-Clause 7.1.1(b) of the Conditions of Contract)
EN
The Engineer requests the Contractor to submit a proposal for the following potential Variation:
…………………………………………………………………………………………………………….
IM
…………………………………………………………………………………………………………….
…………………………………………………………………………………………………………….
[refer to supporting documentation if required]

EC
The Contractor’s proposal shall include the following as applicable:
a) the Contractor´s description of the varied work
b) the Contractor´s proposal for adjustment to the Time for Completion

SP
c) the Contractor´s proposal for adjustment to the Contract Price
d) any other comment the Contractor believes is necessary for valuation.
The proposal shall be submitted as soon as practicable but preferably on or before …….............. [date].
……………………………[date]
Engineer
copy to:
Employer
any other entity(ies) ……………….. ……..………...
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---

of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Employer
REQUEST FOR ADVANCE PAYMENT

(In accordance with Sub-Clauses 8.2.1 & 8.2.2 of the Conditions of Contract)
EN
Herewith, the Contractor applies for advance payment in accordance with Sub-Clause 8.2.1.
IM
The amount of the advance payment, as stated in the Contract Data, is ………………… [insert amount].
The currency for payment is ……..........……. [insert currency for payment].
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
We enclose our statement/invoice to that effect.

EC
As specified in the Contract Data:
there shall be no advance payment guarantee.

SP
or
the advance payment guarantee is attached to this request in the full amount of the
advance payment, and from a third party to which the Employer has given has to give [tick the
relevant box] consent and in the form annexed to the Particular Conditions agreed by the
Employer [tick the relevant box].
……………………………[date]
Contractor
copy to:
Engineer
any other entity(ies) ……...……….. ….....………...
E – Certificate – 8.4.1
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Employer
INTERIM PAYMENT CERTIFICATE (IPC) No. ….

State Amounts in the currency(ies) stated in the Contract Data Contractor’s Statement Engineer’s Assessment
(a) Value of the Works executed, and the Contractor´s Documents
produced, up to the time mentioned in statement no……., dated
EN
……… [state number and date] (including Variations (if any) but
excluding items described in sub-paragraphs (b) to (f) below)
(b) Amount to be deducted for retention, calculated by applying the
percentage of retention stated in the Contract Data to the value
under (a) above until the amount so retained by the Employer
reaches the limit of retention money (if any) stated in the Contract
IM
Data
(c) Amount to be deducted for repayment of the advance payment,
calculated by applying the percentage stated in the Contract Data
(if not stated: 25%) to the value under (a) above until the advance
payment has been repaid in full
EC
(d) Any amounts to be added and/or deducted for Plant and Additions Additions
Materials delivered to the Site, using the percentage (if any) of
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
the Cost of Plant and Materials, and at the times, as stated in the Deductions Deductions
Contract Data
(e) Any other additions and/or deductions which have become due Additions Additions
under the Contract or otherwise.
SP
Deductions Deductions
(f) Deduction of the amounts certified in all previous payment (the cumulative amount (the cumulative amount
certificates previously certified deducted previously certified deducted
here) here)
Total amount due under this IPC

(details of corrections and/or modification to the amounts in the Contractor’s statement, if any,
are attached to this IPC)
Net amount(s) to be paid………. [state amount(s) and currency(ies)] to the following bank account:
Account holder …………. Bank …..................…………. Bank account (IBAN) ……………......................................….
VAT amount(s) to be paid ……… [state amount(s) and currency(ies)] to the following bank account(s): -if applicable-
Account holder ………….. Bank …….................………. Bank account (IBAN) ……......................................………….
Nothing in this IPC shall be deemed to indicate the Engineer´s or the Employer’s acceptance, approval, consent
or notice of No-objection to any corresponding part of the Works or Contractor’s Documents.
…………………………… [date]
Engineer copy to:

Contractor
any other entity(ies) …………....….. ………………...
C – Statement – 8.6.2
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Employer
FINAL STATEMENT
EN
The DNP under the Contract has expired on ……................ [date], and all outstanding work and remedying of
defects were completed on ………...... [date]
IM
The net amount(s) finally due under the Contract is (are) ……………………………. [insert amount(s) and
currency(ies)], and all supporting documents substantiating this amount are attached hereto.
A discharge is attached to this final statement, which confirms that the above amount(s) represents full
EC
and final settlement of all moneys due to the Contractor under or in connection with the Contract.
…………………………… [date]
SP
Contractor
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
copy to:
Engineer
other entity …………....….. ……...………...

C – Notice – 8.6.2
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Employer
DISCHARGE
Capitalised terms used in this discharge shall have the meanings ascribed to them in the Contract,
EN
unless otherwise defined herein.
We refer to Sub-Clause 8.6.2 and confirm that the amount(s) of .………… (……….) [state amount(s)
and currency(ies) in figures and words], stated in the final statement, to which this discharge is
attached, represent(s) full and final settlement of all moneys due to the Contractor under or in
connection with the Contract.
IM
In consideration of the Employer’s payment of the above stated amount(s), and of the return by the
Employer of any security provided by the Contractor under the Contract, the Contractor hereby
unconditionally and irrevocably releases and discharges the Employer from any and all obligations,
liabilities, claims, damages, actions, causes of action, losses, expenses, proceedings and claims for
relief of every kind and nature existing, claimed to exist, or which can ever hereafter arise in respect of
EC
events or circumstances existing or having occurred up to and including the date of this discharge in
relation to the Works performed under or in connection with the Contract.
Without in any way limiting or prejudicing the foregoing, the Contractor hereby acknowledges, warrants
and agrees that:
SP
1. all sums due, or to become due, and all debts, accounts, damages, obligations, claims and
demands of every nature and kind arising out of or related to the Contract, are accounted for
and satisfied by payment of the above stated amount(s);
2. there are no unsettled claims for injuries to, or death of, any person, or damage to, or destruction
of, any property, in any manner arising out of or related to the Contract;
3. The Employer shall pay the amount(s) certified under the attached final statement issued
pursuant to Sub-Clause 8.6.2 in reliance on the warranties and releases contained in this
discharge; and
4. The Employer´s payment of such amount(s) does not relieve the Contractor from any of its
continuing obligations, risks and/or liabilities under the Contract or otherwise.
……………………………[date]
Contractor
copy to:
Engineer --```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
any other entity(ies) ……………….. ………..……...

of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Employer
FINANCING CHARGES PAYMENT REQUEST

(optional use and calculation in accordance with Sub-Clauses 8.7.2 & 8.7.3 of the Conditions of
Contract)
EN
This request is made with reference to Clause 8.7 [Delayed Payment] and the amount certified in
interim payment certificate no. ……. the amount included in the Contractor’s statement no….........
[tick the relevant box]
1. [The certified amount was: …………….. ]

or
IM
[The following amount………….should have been certified, but no interim payment
certificate was timely issued]. [tick the relevant box]
2. The relevant statement and supporting documents were received by the Engineer on …. [date]
3. The aforementioned amount became due for payment on …………[date]

EC
4. No payment was made until ………… [insert either the date when payment was made, or the date of this
request if payment has not been done yet ], the payment is therefore late by …… days, which correspond
to ……..month(s)
5. The agreed currency(ies) for the above payment is(are) …….[state amount(s) and currency(ies) in
SP
figures and words]
Calculation of financing charges due:
Financing charge due = P (1 + (r/12))n - P

where:
P= [the certified amount] [the amount included in the Contractor’s statement] [tick the relevant box] r = d + 3%
d = the relevant annual discount rate of the central bank in the country of currency(ies) of payment, which is ….% (evidence
attached).
n = the number of months of delayed payment
……………………………[date]
Contractor
Remark: any change in the discount rate within the relevant payment delay period is not considered herein. If there is such a change,
the Contractor should use the aforementioned formula for each period, with the payment delay period, when a specific discount rate
applies and then sum the results obtained over the delay period in order to calculate the total financing charges due.
copy to:
Engineer
any other entity(ies)
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---

C – Notice – 9.1
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Engineer
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
NOTICE OF READINESS FOR TESTS ON COMPLETION

(optional use in accordance with Sub-Clause 9.1 of the Conditions of Contract)
EN
It is the Contractor’s intention to carry out tests on completion for the following part(s) of the Works
Section [tick the relevant box], as stated in the Contract:
...................................................................................................................................................................
IM
On date ……….....……….. [but not earlier than 7 days after submission of this notice]
all documents as required under the Contract prior to commencing the tests on completion:
EC
are attached to this notice.
will be submitted prior to the commencement of the tests on completion for the relevant
part(s) of the Works Section [tick the relevant box].
SP
Unless otherwise agreed, tests on completion shall be carried out within 7 days after the above-indicated
date or on such other day or days, as the Engineer shall instruct.
The Contractor´s method statements on how to conduct the tests on completion are attached to this
notice for the Engineer´s consent. If consent was already given, the attachments are provided for the
records only.
………………………..[date]
Contractor
copy to:
Employer
any other entity(ies) ……………….. ………………...

of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Engineer
REQUEST FOR TAKING-OVER

EN
Herewith, the Contractor gives notice that the Contractor considers that:
a) the Works have been completed in accordance with the Contract
or
IM
b) the following Section ……………….. has been completed in accordance with the Contract.
EC
And:
i) If applicable and to the extent that completion of the Works includes the passing of
tests on completion, records of those tests are attached
SP
and/or
ii) any other documents required under the Contract for taking-over are attached.
Consequently, the Contractor hereby applies for a Taking-Over Certificate for the Works
above Section [tick the relevant box]
…………………………… [date]
Contractor
Copy of each submission to:

--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,
Employer any other entity(ies)

of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
TAKING-OVER CERTIFICATE FOR THE WORKS/SECTION

EN
The Engineer hereby acknowledges:
Taking-over of the whole of the Works under the Contract.

or
IM
Taking-over of the following Section:
.........................................................................................................................................
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
.........................................................................................................................................
.........................................................................................................................................
EC
• Date of Completion: ..……………………. [date]

• Prospective end date of the Defects Notification Period is: ............................... [date]
• See attachment for the list of minor outstanding work or defects, and the time within which
each of them is to be completed or remedied.
SP
or
The Contractor’s application for a Taking-Over Certificate is herewith rejected, for the following
reasons:
.........................................................................................................................................
.........................................................................................................................................
…………………………… [date]
Engineer
copy to:
Employer

of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
TAKING-OVER CERTIFICATE FOR PART(S) OF THE WORKS

EN
at the Employer’s sole discretion, the following part(s) of the Works are taken-over in
accordance with Sub-Clause 9.3.1
or
IM
the following part(s) of the Works have been used by the Employer and are therefore deemed
to have been taken-over in accordance with Sub-Clause 9.3.2
Description of the part(s) of the Works covered by this certificate:

EC
…………………….…………………….…………………….…………………….…………………….………
…………………….…………………….…………………….…………………….…………………….………
The taking-over deemed taking-over [tick the relevant box] for the said part(s) of the Works is
SP
……………………………. [date], which is the Date of Completion of the part(s).
The prospective end date of the Defects Notification Period is: ............................... [date]
See attachment for the list of outstanding work or defects, and the time within which each of them is to
be completed or remedied.
……………………………[date]
Engineer
copy to:
Employer
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---

of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
INSTRUCTION TO SUSPEND
EN
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
Herewith, the Engineer instructs the Contractor to:

IM
a) suspend progress of all the Works
or
b) suspend progress of the following part(s) of the Works
.........................................................................................................................................
EC
The suspension shall take effect on ………………. [date]
The cause(s) of suspension is(are) the following:

SP
.........................................................................................................................................
........................................................................................................................................
[date]
……………………………
Engineer
copy to:
Employer
any other entity(ies) …………….… …..………….

of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
NOTICE OF DEFAULT
EN
In the view of the Employer, the Contractor substantially failed to perform, and such failure constitutes
a material breach of its obligations under the Contract, as follows:
.........................................................................................................................................
IM
This notice is given under Sub-Clause 10.2.1 and the Contractor is given …..[insert a reasonable time]
days after the date of this notice to remedy the above stated default(s).
EC
If the Contractor has failed without a reasonable excuse to remedy the above default(s) within the above specified
time, the Employer may give a notice to the Contractor of the Employer’s intention to terminate the Contract. Unless
the Contractor remedies the above default(s) within 14 days of receiving the Employer’s notice of intention to
SP
terminate the Contract, the Employer may by giving a second notice to the Contractor immediately terminate the
Contract.
…………………………… [date]
Employer
copy to:
Engineer
any other entity(ies) …………….… …..………….
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---

of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
NOTICE OF FAILURE TO INSURE

(In accordance with Sub-Clause 12.2.1 of the Conditions of Contract – assuming the Contractor is the
insuring Party)
EN
The Contractor has failed to :
a) effect or maintain the following insurances referred to in Sub-Clause 12.1 [Extent of

IM
Cover], namely:
.........................................................................................................................................
or
EC
b) provide satisfactory insurance certificate(s) or policies evidencing that the following

requested insurances are effective or maintained, namely:
.........................................................................................................................................
SP
Pursuant to Sub-Clause 12.2.1 the Employer may after 14 days from the date of this notice, and
without prejudice to any other right or remedy, arrange the missing insurance cover and pay the
premiums due. In this case, the Employer shall recover such premiums as a deduction of the
amount(s) certified for payment under Sub-Clause 8.4 [Interim Payments] and/or Sub-Clause 8.6
[Final Payment], without any requirement to proceed under Clause 13 [Claims]. Sub-Clause 12.2.2
shall apply.
……………………………[date]
Employer
copy to:
Engineer
any other entity(ies) ….…………… ……………….

O – Notice – 13.1
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Engineer
NOTICE OF CLAIM
The Employer
of an event or circumstance which in its opinion, entitles
EN
Contractor [tick the relevant box] herewith gives notice under Sub-Clause 13.1
IM
(i) the Contractor to additional payment and/or to an EOT and/or to another entitlement or
relief against the Employer
(ii) the Employer to additional payment from the Contractor (or reduction in the Contract
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
EC
Price) and/or to an extension of the DNP and/or to another entitlement or relief against the
Contractor] [tick the relevant box.
Description of the event or circumstance, including the day the Employer Contractor
SP
[tick the relevant box] became aware of it:
…………………………………………………………………………………………………………
………………………………………………………………………………………………………
The mutual obligation under Sub-Clause 13.3, for both Parties to use their reasonable endeavours to
avoid or minimise the effects of all claim events or circumstances, shall apply.
……………………………[date]
copy to:
Contractor Employer any other entity(ies)

O – Claim – 13.1
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Engineer
FULLY DETAILED CLAIM

EN
Herewith we, the Employer Contractor [tick the relevant box], make reference to the notice of claim
submitted on …….….... [date] under reference ……..[state reference] and provide our fully detailed
claim, with supporting particulars, which is enclosed.
IM
As a result we, the Employer Contractor [tick the relevant box], hereby claim:
..................... days of Extension of Time for Completion
..................... days of Extension of DNP

EC
an additional payment of ..................... [state amount and currency]
a reduction in Contract Price of ………… [state amount and currency]
the following entitlement/relief………..………………………………….

SP
Attached to this communication are all supporting particulars, including reference to the relevant
Clause(s) of the Conditions of Contract or other basis of the claim, and full substantiation of our claimed
entitlement or relief, in the best possible order.
The Engineer is requested to proceed in accordance with Sub-Clause 3.5 [Agreement or Determination]
to agree or determine the entitlement or relief (if any).
…………………………… [date]
copy to:
Employer Contractor
any other entity(ies) …………… ………….
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---

EP – Claim– 13.1(b)
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Engineer
CLAIM FOR DELAY DAMAGES

(In accordance with Sub-Clause 13.1(b) of the Conditions of Contract)
Pursuant to Sub-Clause 13.1 [Right to Claim], the Employer herewith claims the following delay
EN
damages:
The Commencement Date was notified to be…………… [date].
The Time for Completion for the Works Section [tick the relevant box, and, if relevant, name
Section]........................, including all current adjustments for EOT under the Contract is ……….. days.
This led to an expected Date of Completion for the Works/Section [delete as applicable, and, if relevant,
IM
name Section] on ………….[date].
The relevant Time for Completion has expired, and the Works Section [tick the relevant
box] have has [tick the relevant box] not been completed and taken-over yet. The
current Contractor’s culpable delay beyond the Time for Completion is therefore of …..days. (1)
EC
or
The actual Date of Completion for the Works Section [tick the relevant box, and, if relevant,
name Section] ....................was ……………[date], which is …..days beyond the relevant Time for
Completion has expired. (1)
The Employer is therefore entitled to receive payment of the applicable delay damages in accordance
SP
with Sub-Clause 6.5 [Delay Damages].

--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
Calculation of delay damages to date:

[amount/currency]…. per day for each day of delay, as stated in the Contract Data (2)
Maximum amount of delay damages stated in the Contract Data is…………...
amount of delay damages due by the Contractor :………….. [amount/currency], subject to the
aforementioned maximum amount (3)=(1)x(2)
Payment of these delay damages shall not relieve the Contractor from the obligation to complete the
Works, or from any other duties, obligations or responsibilities which the Contractor may have under or
in connection with the Contract.
The Engineer is requested to proceed in accordance with Sub-Clause 3.5 [Agreement or Determination]
to agree or determine the amount of delay damages due by the Contractor to the Employer.
……………………………[date]
Employer
copy to:
Contractor
any other entit(ies) ……………………….. ……………………...

O – Notice – 14.1.3
of the Revision No. 0
Green Book
Contract number: ……………………………………………………………………………………………………………………..
Contract title: ……………………………………………………………………………………………………………………..
Employer: …………………………………………………………………………………………………………………….
Engineer: …………………………………………………………………………………………………………………….
Contractor: …………………………………………………………………………………………………………………….
Recipient: Adjudicator
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
NOTICE OF INTENTION TO REFER A DISPUTE TO ADJUDICATION
(In accordance with Sub-Clause 14.1.3 of the Conditions of Contract, and Rule 19 of the Rules for
Adjudication)
EN
We, the Contractor Employer [tick the relevant box] refer to the following matter:
.............................................................................................................................................................
IM
We note that the matter above has not been settled amicably, and as a result a dispute has arisen.
Therefore, we wish to refer such dispute to adjudication in accordance with Sub-Clause 14.1.3
[Adjudication] and seek the Adjudicator´s decision in accordance with the Contract and the Rules for
Adjudication.
EC
We invite the Adjudicator to establish a procedure under the Rules which is suitable for the dispute,
avoiding unnecessary delay and/or expense, considering the following:
SP
The referral is attached to this notice and the decision shall be made by the Adjudicator
following Rule 24 of the Rules for Adjudication.
or
We intend to submit the referral on …..…… [date] to the Adjudicator, copy to the other Party,
and thereafter the Adjudicator shall proceed under Rule 24 of the Rules for Adjudication.
or
request that the Adjudicator promptly invites the other Party for a case management call, in
order to agree or instruct a procedural calendar under which we will issue the referral
accordingly.
…………………….[date]
copy to:
any other entity(ies) ……....……… …..…....……..

O – Request – 14.1.2
of the
Revision No. 0
Green Book
Contract number: ……………………………………………………………………………………………………………………..
Contract title: ……………………………………………………………………………………………………………………..
Employer: …………………………………………………………………………………………………………………….
Engineer: …………………………………………………………………………………………………………………….
Contractor: …………………………………………………………………………………………………………………….
Recipient: Adjudicator
REQUEST FOR INFORMAL OPINION

EN
We, the Contractor and Employer, jointly refer to the following issue or disagreement:
.............................................................................................................................................................
and request that the Adjudicator provides assistance to us and/or informally discuss with us
IM
with a view to attempting to amicably resolve such issue or disagreement;
or
EC
We, the Parties, have jointly drafted a question and are seeking the Adjudicator´s informal
opinion on such question, for which we are each willing to provide our individual view in writing
and/or orally, if so requested and as deemed relevant by the Adjudicator. The question is:
……………………………………………………………………………………………………………
SP
……………………………………………………………………………………………………………
……………………[date] ………………….[date]
Employer Contractor
copy to:
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
Engineer
any other entity(ies) ……...……… …………....…

O – Notice – 14.1.4
of the
Revision No. 0
Green Book
Contract number: ………………………………………………………………………………………………..
Contract title: ………………………………………………………………………………………………..
Employer: .……………………………………………………………………………………………….
Engineer: .……………………………………………………………………………………………….
Contractor: ….…………………………………………………………………………………………….
Recipient: Employer
Contractor
NOTICE OF DISSATISFACTION (NOD)

EN
The Adjudicator issued on…..........…[date] his/her decision on the following dispute:
............................................................................................................................
The Adjudicator was bound to issue his/her decision on the following dispute by latest on..….
[date], but did not do so:
IM
………………………………………………………………………………….[state dispute title/reference]
Herewith, we the Employer Contractor [tick the relevant box] give our notice of dissatisfaction in
relation to the above Adjudicator’s decision failure to issue a decision [tick the relevant box] in
EC
accordance with Sub-Clause 14.1.4, because:
a) the Adjudicator gave his/her decision on ……. [date], but we are dissatisfied with this decision.
The reason for issuing this NOD is [optional]:
--```,`,,,,`,,`,,``,,``,`````,,`-`-`,,`,,`,`,,`---
.........................................................................................................................................
SP
.........................................................................................................................................
b) the Adjudicator has not given his/her decision within the time set out in the Rules.
We are aware that, irrespective of this NOD and in accordance with Sub-Clause 14.1.5, the decision of
the Adjudicator is binding on the Parties.
By issuance of this NOD, we are now entitled to commence arbitration in respect of the above dispute.
……………………………[date]
copy to:
any other entity …………… Adjudicator


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Copyright International Federation of Consulting Engineers

ISBN 978-2-88432-120-4 SECOND EDITION 2021

Copyright International Federation of Consulting Engineers

The key priorities agreed by FIDIC are as follows:

1. Lead the consultancy and engineering industry visibly and effectively.

International Federation of Consulting Engineers (FIDIC)

Copyright FIDIC 2021

No part of this document may be shared, reproduced, distributed, translated, adapted,

Copyright International Federation of Consulting Engineers

FEDERATION INTERNATIONALE DES INGENIEURS-CONSEILS

Copyright International Federation of Consulting Engineers

TERMS OF USE OF THIS ELECTRONIC DOCUMENT

Copyright International Federation of Consulting Engineers

Copyright International Federation of Consulting Engineers

Typical Sequence of Events

Form of Contract Agreement

Part A – Contract Data

Part B – Special Provisions

Guidance Notes (with forms in an annex)

Copyright International Federation of Consulting Engineers

together with liaisons with the FIDIC Contracts Committee:

and with the assistance of the FIDIC Secretariat:

Dr Nelson Ogunshakin, FIDIC CEO; Daduna Kokhreidze, FIDIC General Counsel;

Special Advisers to the Contracts Committee provided invaluable and continued

Confederation of International Contractors’ Associations (CICA), Paris, France; Eric

Copyright International Federation of Consulting Engineers

Copyright International Federation of Consulting Engineers

it is no longer being represented as dedicated to only simple or repetitive works and/

accordingly to be positioned as an alternative to the FIDIC 2017 Conditions of Contract

In order to achieve the aforementioned general objective, FIDIC has endeavoured to

Copyright International Federation of Consulting Engineers

• Different methods of valuation of the Works executed by the Contractor are

o An express one, where the Contractor is bound to immediately implement

o A staged one, where the Variation will only be confirmed based on a

If delayed by reason of risks borne by the Employer under the Contract, it

Copyright International Federation of Consulting Engineers

• A compensable delay typically results from an event directly caused by

remedies which are meant to liquidate the damages resulting from an

• If dissatisfaction has been communicated in a timely manner, the dispute will

Copyright International Federation of Consulting Engineers

• Upon taking-over, the Contractor will remain liable to complete any

• Default of a Party can lead to suspension of the Works and/or termination of

• Finally, new and amended definitions as well as boilerplate provisions have

In addition, it is recognised that many Employers, especially governmental agencies,

Copyright International Federation of Consulting Engineers

To assist Employers in preparing tender documents and in drafting Particular Conditions

This publication includes a number of sample forms, as follows:

- Forms of securities and insurance certificate, appended to the Particular

- Various forms of communication between the Parties, which are meant

Copyright International Federation of Consulting Engineers

Typical Sequence of Principal Events under FIDIC Short Form of Contract

6.1.1 9.2 Issue of 5.6

Issue of the Submission 1.1.7

Tender period Contract period 5

Copyright International Federation of Consulting Engineers

8.4.1 Engineer 8.4.4 Employer

Sequence of payment events

Signature_ Full name__

Signature_ Full name__