[This translation is provided for guidance. The governing text is the Arabic text.

Form of Consultancy
Engineering Services Contract
(Design)
 Section One

Contract - Basic Document

It has been agreed in the city of ______________________________________________

on this day of _________________________ bearing the date ____/____/____ [Hijrah]

dd mm yy
corresponding to ____/____/____ [Gregorian]
dd mm yy
by and between:

First: ____________________________________________________________
[Name of Ministry or Administrative Body]
represented by
____________________________________________________________
and referred to hereinafter as the Work Owner (First Party), this term to include its
successors and assignees;

Second: ____________________________________________________________

____________________________________________________________

____________________________________________________________
[Name of Consultant, its legal identity (sole proprietorship, company),
permanent address, address in the Kingdom, name of authorized signatory
(with number and date of official authorization to sign)]

and referred to hereinafter as the Consultant (Second Party), this term to include its
successors and assignees.

Whereas the Work Owner desires to retain the supervision services of the
Consultant;

Whereas the Consultant has submitted its offer to carry out, perform and complete
these services after reviewing the Contract's conditions, and all documents attached
thereto and the Law of Government Procurement and Execution of Projects and Works;

And since the offer submitted to the Consultant has been accepted by the Work
Owner, the two parties mentioned above have agreed as follows:

Form for contract, engineering consultant (design) 2

Article (1): Purpose of the Contract
The purpose of this contract is to perform the following:

________________________________________________________________________

________________________________________________________________________

This shall include provision of services, individuals, employees, materials, and all items
necessary for the performance and completion of the works stated in the contract
documents, together with any temporary, additional, or complementary services and
amendments which the Work Owner requests the Consultant to perform in accordance
with the contract terms and documents.

Article (2): Contract Documents

2.1 This contract comprises the following documents:
(a) Contract - basic document;
(b) Special conditions, if any;
(c) General conditions;
(d) A statement of the required engineering services;
(e) Remuneration schedules and price categories;
(f) Letter of award or acceptance of the offer.
2.2 These documents form an integral unit, and each document is considered part of
the contract so that the above-mentioned documents shall explain and supplement
each other.
2.3 In the event of a conflict among the provisions of the contract documents, the
documents mentioned first in the listing given in Paragraph One of this Article
shall prevail over subsequent documents.

Article (3): Contract Term

3.1 The Consultant undertakes to perform and complete all the works and services
specified in this Contract and its annexes, during the period of

_______________________________________________________________
(the contract term shall be written in days, in both numbers and words)
to start running as of the date of notification of commencement of work.
3.2 If the Consultant delays performing the works and services subject of the contract
it shall be subject to the delay penalty specified in Article (11) of the Contract
General Conditions.

Article (4): Liability and Warranty of Works

The Consultant fully warrants the works and services subject of this Contract and shall be
liable for any damage resulting because of its design fault in accordance with the
provisions of Articles (9) and (10) of the General Conditions.

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Article (5): Contract Value
1. The total value of this contract is
___________________________________________________________________
(to be stated both in numbers and in words, and given in Saudi riyals)
against its performance, pursuant to the documents of the contract.
2. Subject to the provisions of Article (13) of the General Conditions of the Contract,
this total value shall be subject to increase or decrease according to changes in the
actual works performed by the Consultant pursuant to the Contract and to additional
and complementary works and amendments which it undertakes at the request of the
Work Owner, within the limits stipulated in the General Conditions of the Contract.

Article (6): Method of Payment

The Work Owner shall pay the contract value in the manner and at the times specified in
Article (12) of the General Conditions of the Contract against the Consultant's
performing and completing the works agreed upon.

Article (7): Consultant's Undertakings

1. Subject to the provisions of the laws, the Consultant shall acknowledge the following:
a Not to pay, grant or promise any amount of money, or any other benefit to anyone
of the same, in order to secure the award of this competition and win this contract.
b Not to make reference to the type, description or number stated in producers' lists.
c Not to require or use materials, equipment or devices with specific name or brand.
2. The Consultant shall, before signing this contract, undertake to show and inform the
Work Owner of, the works or services it is performing or intending to perform which
may violate or negatively affect its Contract.
3. The Consultant acknowledges that in the event of discovery of incorrectness of any of
the previous undertakings, or failure to conform to its undertakings, or in the event of
concealing of information it undertook to disclose, it will be subject to the provisions
of laws in force in the Kingdom such as Anti-Bribery Law, Anti Forgery Law, the
Law of Combating Commercial Fraud and other laws and instructions.

Article (8): Governing Law

This Contract shall be subject to the laws in force in the Kingdom of Saudi Arabia and
shall be interpreted, executed and disputes relating thereto shall be adjudicated in
accordance therewith. In witness thereof, the two parties have executed this document.

Consultant Work Owner

Name: ____________________________ Name: ______________________________

Title: ____________________________ Title: ______________________________

Signature: _________________________ Signature: ___________________________

Stamp: Stamp:

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 Section Two
General Conditions

Article (1): Definitions

1. The following terms and expressions shall have the meanings stated next to each
of them, unless the text or context requires otherwise.
(a) The Work Owner (The First Party): The ministry or the administrative body
which calls for tenders to perform the works or services specified in the tender
documents. This term shall include the Work Owner successors or assignees.
(b) The Consultant (The Second Party): The natural or legal person(s) whose
tender has been accepted by the Work Owner. This includes their
representatives, successors and substitutes, upon approval of the Work Owner.
(c) The Services: All the services which the Consultant shall perform and provide
under this contract.
(d) The Works: Shall mean all the works to be carried out or performed under
this contract.
(e) Approval: The written approval including written confirmations subsequent to
any oral approvals.
2. Words mentioned in singular forms shall have the same meaning of the plural
forms and vice versa if the text so requires.
3. Headings and margins mentioned in the Contract shall not be considered in the
interpretation of the Contract.

Article (2): Responsibility of the Consultant towards Claims

This Contract is a contract of consultancy services, whereby performance of services by
the Consultant is accordingly in its capacity as an independent contractor working for its
own account. The Work Owner shall not be in a position superior or principal, despite its
right to supervise and direct, whether in connection with the relationship between the two
parties or with other parties. Accordingly, the Consultant shall be fully responsible for all
the services it is performing and any results or claims arising therefrom.

Article (3): Performance of the Works or Services

The Consultant shall perform the services according to the following:
(a) The Consultant shall perform all professional works necessary for the project and
their performance according to the highest standards, and in the manner and method
recognized by the profession.
(b) The Consultant shall study the project and size of its elements in consistence with the
requirements of the Work Owner, and taking into consideration the fulfillment of
these requirements within the limits of economic cost appropriate to the nature of the
project. It shall also set a clear vision of the suitable means for the works of operation
and maintenance, together with studying the anticipated cost rates for these works
upon completion of the project provided that it shall submit its views as to the most
appropriate materials, equipment and devices that it thinks may be usable in order to
achieve the minimum costs in the operation and maintenance works.

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Article (4): Assignment to Others
The Consultant may not assign wholly or in part the Contract, without prior written
consent from the Work Owner. Nevertheless, the Consultant and the assignee shall
remain jointly liable to the Work Owner for the performance of the Contract or part of it.

Article (5): Subcontracting

The Consultant may not subcontract the performance of all the works and services
subject of this Contract. Also, the Consultant may not subcontract part of the works and
services without the written consent of the Work Owner unless the contract stipulates
otherwise.
Such consent shall not release the Consultant from the liability and obligations imposed
on it by this contract, and it shall remain responsible for any act, error or negligence made
by any subcontracting consultant, its agents, employees or workers.

Article (6): Compliance with the Laws and Instructions

1. The Consultant shall comply with the provisions of the Law of Government
Procurement and Execution of Projects and Works and all other laws, orders,
decisions, rules and regulations in force and shall specify this in its contracts
approved by the Work Owner with any assignee, subcontracting parties or its
personnel. Upon facing any difficulty in this regard, it shall revert to the Work Owner
before taking any action or applying any procedure.
2. The foreign Consultant shall allocate to a Saudi consultant not less than 30% (thirty
percent) of the works contracted. The Work Owner may totally or partially exempt
the foreign consultant from implementing this percentage, if the absence of any works
that can be performed by a Saudi consultant is established or the work available is
less than 30% (thirty percent).
3. The Consultant shall ensure, upon setting the specifications, that the materials used,
whether local or imported, shall be consistent with the Saudi standard specifications
issued by the Saudi Arabian Standards Organization (SASO). If these are not
available, international standard specifications shall be specified and the designing
Consultant shall submit with the specifications it prepares a memorandum including
its undertaking that the specifications set and equipment or machinery it specified are
not restricted to a style of a certain company, country, or group of countries.
4. The Consultant shall give priority to national commodities and products and shall
observe this priority not only for the commodities and products it purchases itself, but
also through specific mention of these commodities and products in any
specifications it prepares during performance of the works.
5. The Consultant shall use Saudi Arabian Airlines or its agency in all transport of its
employees and workers and anything related to the performance of the Contract of the
type transportable by air.
6. The Consultant shall commit to use Saudi marine transport means in transporting
equipment and materials necessary for the performance of the contract, whenever
feasible.

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Article (7): Laws and Provisions of Import
The Second Party (the Consultant) acknowledges its awareness that import and customs
laws and provisions of the Kingdom of Saudi Arabia shall govern the supply and
shipment of any products or parts there of, to or from the Kingdom, including import
prohibitions.

Article (8): Consultant Personnel

1. In performing its services, the Consultant shall use specialists and technicians, and
provide at its offices and work sites adequate numbers thereof and shall give priority
to qualified Saudis.
2. The Consultant shall appoint one of its technical staff as director of the project
following the approval of the Work Owner, provided that he is appropriately qualified
and shall be present at the Consultant's office throughout the Contract term. The
Consultant pursuant to the directives of the Work Owner, shall replace its project
director by another qualified member after being approved by the Work Owner.
3. The Consultant shall be fully responsible to pay dues to its workers involved in the
performance of the Contract. If the Consultant fails to pay after the lapse of one
month following its notification of the matter in writing, the Work Owner may
directly pay said dues and deduct the same from any amounts due to the Consultant or
deduct it from any amounts due to the Consultant with other government agencies
through the competent authorities.
4. The Consultant shall ensure that its Saudi and non-Saudi personnel are legally
employed, and shall submit proof thereof to the Work Owner.

Article (9): Liability of the Consultant for its Works

1. The Consultant shall be liable for any damages resulting from any faults in the
designs or specifications it performs. The approval of the Work Owner thereof shall
not release the Consultant from such responsibility.
2. The Consultant shall bear all consequences resulting from claims made by others, due
to its infringement of any right concession, design or trade mark.
3. The Consultant shall bear any consequences of damages occurring to others as a
result of performing the obligations under the contract.

Article (10): Term of Consultant Warranty of its Works

The Consultant shall be liable for total or partial collapse of fixed construction works
resulting from a defect in the studies and designs it prepared for the project or soil tests it
made at the site, even if the Work Owner had approved construction for a period of
fifteen years as of the date of the preliminary handover or ten years as of the date of the
final handover.

Article (11): Penalties and Deductions

If the Consultant delays the performance of its obligations, it shall be subject to a fine of
one percent of the value of the delayed item for every month's delay, provided that the
fine shall not exceed ten percent of the contract value, unless the delay is the result of a

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force majeure or an unforeseeable event or for a reason not attributable to the Contractor
or the Government.

Article (12): Method of Payment

1. The Work Owner may pay to the Consultant on account, an advance payment not
exceeding ten percent of the contract value after signing it against a bank guarantee
for the same amount. Such amount shall be deducted from the Consultant's dues at the
same percentage.
2. The Consultant dues shall be paid in accordance with the works or services
performed, in proportion to the size of the work accomplished or the elements of the
specific phase and in accordance with fee schedules, price categories and work
programs agreed.
3. The final amount which is not less than five percent of the contract value or the value
of services actually executed, shall be paid after the Consultant has discharged all its
obligations and presented a certificate from the Department of Zakat and Income Tax
(DZIT) evidencing its payment of the zakat and income tax dues and a certificate
from the General Organization for Social Insurance (GOSI) evidencing payment of
dues according to the law.

Article (13): Increase or Decrease of Consultant Obligations

The Work Owner may increase the Consultant's obligations by a percentage not
exceeding ten percent of the contract value, and may decrease it by a percentage not
exceeding twenty percent of the contract value at the same contracted prices.

Article (14): Obligations and Responsibility of the Work Owner to Assist the
Consultant
1. The Work Owner shall provide the Consultant in addition to the statement of the
approved requirements, with the information available therewith for preparing the
designs within ____________________ [in both words and figures] working days
from the commencement date of the Contract and the Work Owner shall decide
within ____________________ [in both words and figures] working days with
regard to the options related to design basics and subsequent phases within
____________________ [in both words and figures] working days from the date of
submission of written notification by the Work Owner. When designs are submitted
to the Work Owner, it shall decide thereon or express its views with respect to
modifications within ____________________ [in both words and figures] working
days of the date of submission.
2. The Work Owner may assist the Consultant within the limits of applicable laws,
instructions and orders to obtain the following:
a) Visas, work and residence permits for the Consultant employees and their
families, as permitted by applicable laws, orders, rules and regulations in the
Kingdom of Saudi Arabia.
b) Customs clearance for equipment and tools necessary for the work of the
Consultant or the use of its employees, provided that the Consultant pays the legal
charges.

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 c) Access to places and sites where services are performed, provided that
instructions such as prohibition of entry for non-Muslims to Makkah Al
Mukaramah or Al Madinah Al Munawara are observed. The responsibility of the
Work Owner pursuant to this article shall be limited to assisting the Consultant in
the manner indicated above and the Consultant shall itself be principally
responsible for handling these matters.

Article (15): Responsibility of the Consultant to Provide Support Services

The Consultant shall secure for itself and its employees all equipment, transport facilities
and services that may enable it to perform its obligations under the contract.

Article(16): Termination of the Contract by the Work Owner

The Work Owner may terminate the Consultant’s Contract at any time before completing
the services, provided that the Consultant is informed fifteen days prior to the date of
termination according to the following:
(a) The Consultant shall be paid the balance of its total remunerations due under this
Contract in an amount equivalent to the percentage of services performed prior to the
termination of its services.
(b) The Consultant shall be compensated for actual expenses incurred, provided that
official documents are submitted as proof.

Article (17): Settlement of the Consultant's Dues upon Contract Dissolution

The disappearance of the Consultant's corporate personality, or upon failure, for a reason
not attributable to it, to deliver its services, or its bankruptcy or appointment of a receiver
of its assets, shall result in dissolution of this Contract. In this case, the Work Owner shall
pay the value of performed services within the limits of the benefit it has received from
these services against handing over the available drawings or documents to the Work
Owner.

Article (18): Rescission or Withdrawal of Contract and Consequences thereof

If the Consultant stops its services for an invalid reason or it is proven during the progress
of work that it is performing the work in a manner that is defective or inconsistent with
the Contract or if the Consultant fails to comply with conditions binding upon it under
this Contract the Work Owner may notify it to remedy the situation within fifteen days,
by a written notice sent by registered mail. If the period elapses before the Consultant
cures the defect, the Work Owner may rescind the Contract or perform the services at the
expense of the Consultant with recourse for compensation against the Consultant in either
case.

Article (19): Rights of the Consultant upon the Work Owner's Failure to Fulfill its
Obligations
If the Work Owner violates any of its obligations under this Contract, the Consultant may
neither stop the performance of the Contract nor terminate it. However, the Consultant
may claim compensation for any losses or damages incurred.

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Article (20): Ownership and Confidentiality of Plans, Drawings, and other
Documents
1. All information, data, drawings and documents prepared by the Consultant for
performing the services and works subject of the contract shall be deemed as the
exclusive property of the Work Owner, copyrights included. The Consultant may not
use them, except in connection with performance of services and works. All
information, data, drawings and documents of the Work Owner that may be in the
possession of the Consultant or with which it is acquainted, shall remain the exclusive
property of the Work Owner. The Consultant may not use them except for performing
services and works subject of the Contract.
2. With the exception of the prior written approval of the Work Owner, the Consultant
shall include in the contracts with its subcontractors a provision stating that they have
to do their best themselves, their workers and agents at any time whether before or
after performing the services and works, or after termination of the contract, not to
use or disclose to anyone any data, drawings, documents or any other information of
any kind and in any manner, whether written or oral that may be in their possession or
to which they are privy, or whatever is related to the Contract or services or to the
works or work secrets, transactions, deals or affairs of the Work Owner. This
condition shall not be applicable, if this use or disclosure is necessary for the
Consultant's performance of its obligations under this Contract or for performance of
the obligations of the subcontracting consultants or any of the parties working with it,
pursuant to the contracts concluded with each of them.
3. The Consultant may not take pictures of the project or part thereof, or permit the
parties working with it or its subcontractors to do the same, without the prior written
consent of the Work Owner. No pictures of the project shall be used for the purpose
of advertisement and publicity without the prior written consent of the Work Owner.

Article (21): Damages Caused to Persons and Property

Subject to Article (9), the Consultant shall be fully liable, and shall pay to the Work
Owner and the parties working with it full compensation for all losses, damages or
injuries (including death) which it causes to persons (including but not limited to the
parties working with the Work Owner) or properties (including but not limited to the
properties of the Work Owner or any of the parties working with it) which may totally or
partially arise or occur in connection with the performance of services by the Consultant
under this Contract, or the execution or performance thereof, and its failure to execute or
perform its other obligations under this Contract or which the Consultant or any of its
workers contributed to their occurrence.

The Consultant shall pay to the Work Owner and the parties working with it
compensation including all losses, obligations, costs, allegations, acts or claims which
may arise as a result of said or related losses and damages, but the aforementioned
compensation shall not be applicable to those cases where the losses, damages or injuries
are the result of any act or negligence made by the Work Owner, its workers or its agents.

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Article (22): Licenses, Registration Documents and Permits
The Consultant, during the Contract period, shall obtain all permits and registration
documents necessary for the performance of its work and for execution of services at its
own expense, and shall maintain their validity. This shall include but is not limited to the
commercial register, license for practicing the profession, and other necessary documents
and licenses. The Consultant shall deliver to the Work Owner copies of these licenses,
registration documents and permits or proof of their issuance or renewal or the obtaining
of a duplicate or replacement thereof.

Article (23): Contract Language

(a) Arabic is the language of interpretation and execution of this Contract. Nevertheless,
the two parties may use a foreign language besides Arabic to write the Contract or
part of it. In case of any inconsistency between the Arabic and the foreign language
texts, the Arabic text shall prevail. Arabic shall be the basis of specifications.
(b) Correspondence related to this contract shall be in Arabic. Nevertheless, the
Consultant may use a foreign language with its translation into Arabic at its own
expense. The Arabic text shall prevail in the event of a dispute.
(c) The Consultant shall keep its records and all its accounts and documents pertaining to
this contract in Arabic and under its responsibility, confirmed by a certificate from a
certified auditor licensed to practice in the Kingdom.

Article (24): Settlement of Disputes

The Board of Grievances in the Kingdom of Saudi Arabia shall have jurisdiction to
decide all disputes and claims, resulting from or relating to this contract.

Article (25): Notices

All notices, claims and data pertaining to this Contract shall be in writing in Arabic and
shall be delivered to the other party at its place of business specified in this Contract
against signed acknowledgment of receipt, or sent to it to this place by registered mail,
fax, cable or telex, as the case may be, with proof of receipt. The Consultant's change of
its local place of business as specified in this Contract shall not be acceptable, unless the
new place of business is located in the Kingdom of Saudi Arabia and the Work Owner is
informed accordingly at least fifteen days prior to the change.

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