CONTRACT

MANAGEMENT
BOOK2 0 23
CONTENTS A B C

FOREWORD

Anne Morange WHY HAVE CONTENTS

Group Contract
Management Director
A CM BOOK ? OF THE CM BOOK
Contract Managements key contribution is by This first edition CM Book is suitable for EGIS public
creating value by anticipating contractual risks and and private French contracts (French version)
WHAT IS CONTRACT Good contract management is strengthened by
systematic and efficient planning, execution,
optimizing our remuneration, to preserve the level
of margin, or even improve it. Given the increasing
and FIDIC international contracts MSA WB 2017
(English version).
MANAGEMENT? monitoring, and evaluation.
The “Management of Contract” is different from
competitive challenges within the market, it is
essential to improve, clarify and systematize our
It provides guidelines for application at all phases
of the contract life cycle, from the procurement
The key objectives of Contract Management is to “Contract Management” as it covers globally how Contract Management Planning. phase, during its execution, and until its closing.
ensure that our contract is: the professional services of Egis are conducted, The objective of the CM Book aims to ensure The Egis CM Book includes three main sections:
managed, and executed such as: the foundations, principles and best practices • A: the CM at pre-award
1. Delivered on time, right place and quantity.
• Management of the services and deliverables, are communicated to all those involved in the • B: the CM during delivery of services (post-
2. 
Completed to the required specifications, • Risk and opportunity management, management of our contracts: Project Director, award) normal execution of the contract,
standards and/or quality. • Management of the consequences of the Client’s Project Managers, Contract Managers, etc. • C: problematic contractual situations.
3. C
 ompleted within the agreed fee. Project changes on our Contract,
Contract Management is one of the processes Each section includes Process Groups assembled
• Management of Egis internal policies (e.g. identified in the Egis PMBook. However, it is
The ability to manage the terms and conditions, by theme, all listed as specific unit processes.
Safety procedures, Carbon reduction measures, essential to detail the approach to ensure that
including General and Particular Clauses, Terms of Environmental-Social-Governance, etc.), Each unit process presents:
Reference, Technical Specifications, conditions of this area is operationally practical. The CM Book
• Resources management, specifies the processes relating to the contractual • Input data,
performance and remuneration, and execution of
• Stakeholders management, management of EGIS contracts. It shall replace • The description of the process,
the Contract to ensure the profit margin is protected
• etc… the “Process Group 02 - Manage our Contract” - of • Output data.
(or increased), or mitigate any potential losses and
minimize the risks. the PMBook Egis. This Contract Management Book has been designed
as an Application Guide with the aim of supporting
The purpose of “Contract Management” is to provide
each of you in your actions to be carried out during
“contractual” responses to identified operational
the life cycle of our contracts.
topics and various events that might occur during
the execution of the Egis services.

NEXT STEPS ACKNOWLEDGMENTS

This Contract Management Book is a “live” This publication is the result of the collective effort
document with future updates to include: of many people.
• Specifics related to other forms of contracts David, Mark, Claudio, Olivia, Christophe and Teresa
(NEC), etc. deserve special thanks for their commitment to
• Contract Management of Client‘s contracts (e.g. drafting and reviewing this guide.
Works Contracts),
• Changes in the procedures of the Egis Book,
• User feedback and remarks.

© - Contract Management Book - v. 2023 Sensitive and confidential - Internal distribution only - 2
CONTENTS A B C

CONTENTS

SECTION A: TENDER PHASE

A B SECTION B: EXECUTION PHASE C SECTION C: CONTRACTS AT RISKS
(PRE-AWARD TO CONTRACT AWARD)

A1. Managing Contract Management

B1. Manage Contractual Risks B5. Delays and extention of time C1. Problematic situations
requirements during the bid phase

1.1 Considering the client’s requirements vs CM 5.1 Entry into Force and Commencement (Model
1.1 Establish Contractual Risks Register 1.1 Assess a problematic contractual situation
requirements in the Bid Process Services Agreement FIDIC 2017)

1.2 Contractual Risks Management at Tender 5.2 Establish the Programme (Model Services
1.2 Establish Contractual Opportunities Register 1.2 Carry out a Contractual Audit
Stage – Identification, Analysis & Mitigation Agreement FIDIC 2017)

1.3 Request support from Contract Management 5.3 Request and Manage an Extension of Time
1.3 Control Contractual Risks and Opportunities C2. Claims for exceptional costs
Department - Criticality Grid (Model Services Agreement FIDIC 2017)

1.4 Early application of contract management 1.4 Key Performance Indicators related 5.4 Suspension of all or part of the Services 2.1 Claim for Exceptional Costs (Model Services
principles in the Bid process to Risks Management (Model Services Agreement FIDIC 2017) Agreement FIDIC 2017)

5.5 Delays of the Consultant (Model Services 2.2 Negotiating a Claim (Model Services
1.5 Bid Clarifications Period 1.5 Closeout Contract Risks and Opportunities
Agreement FIDIC 2017) Agreement FIDIC 2017)

1.6 Contract Management Considerations in CRE C3. General approach for the settlement of
B2. Control contractual rights and obligations B6. Management of Contract Remuneration
File (when applicable) disputes (CCAG 2021 and FIDIC MSA 2017)

1.7 Contract Management Considerations at Tender 2.1 Read your Contract/Identify contractual rights 6.1 Actions prior to invoicing (Model Services 3.1 Adjudication (Model Services Agreement
Review – (Bid – No Bid decision – B00-370) and obligations Agreement FIDIC 2017) FIDIC 2017)

1.8 Qualify the response – Make an alternative / 6.2 Advance payment (Model Services Agreement
2.2 Monitor Contractual Rights and Obligations 3.2 Alternate Dispute Resolution (ADR)
variant proposal FIDIC 2017)

1.9 Bid phase that includes a Negotiation period 2.3 Final review of Contractual Rights and 6.3 Invoicing (Model Services Agreement FIDIC
3.3 Litigation proceedings
(as the case may be) Obligations 2017)

6.4 Post Invoicing actions (Model Services

A2. Partnering arrangements B3. Manage contractual correspondence C4. Contract Termination
Agreement FIDIC 2017)

2.1 Establishing partnering and/or sub-contract

3.1 Identify and file contractual correspondence B7 Contract close out 4.1 Client’s Termination
arrangements

3.2 Draft and respond the contractual 7.1 Taking Over (Model Services Agreement -
2.2 Memorandum of Understanding (MoU) 4.2 Consultant’s Termination
correspondence FIDIC 2017)

7.2 Final invoice (MSA (Model Services

2.3 Establishing the Consortium Agreements B4. Manage contract modifications 4.3 Payment Certificate at Termination
Agreement - FIDIC 2017)

7.3 Release of guarantees and remaining obligations

A3. Post- award activities 4.1 Identify and record Contract Changes
(Model Services Agreement - FIDIC 2017)

3.1 Contract Finalization 4.2 Preparing an Amendment

3.2 Sketch out the Contract Execution Strategy 4.3 Prepare Variations (Refer to FIDIC Model
(post-signature) Services Agreement (MSA) 2017)

3.3 Contract Management Handover

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CONTENTS A B C

A1. MANAGING CONTRACT IN BID PHASE

A bid proposal can be defined as a first step • a contractual review of any other The financial proposal must account for the
between the client and a potential supplier requirements and corresponding risks, deliverables as proposed in our offer. Where
towards an agreement. In the bid phase, the e.g., operational, logistic, H&S, etc. (B00- ambiguities in the requirements remain
client would normally define the parameters 075, B00-087) that may impact the contract unclear or unanswered, then there may be
of the contract and its delivery, including: execution grounds for negotiation and the inclusion in
• The scope of works, including Terms of our offer of commercial qualifications, i.e.,
Once risks are identified, an appropriate Risk
Reference (ToR) or technical requirements; assumptions and qualifications. This MUST Nota Bene
Management strategy shall be developed.
• The contract terms (Terms & Conditions); be agreed with the client in advance, where
Although the execution of zero-risk contract Upon receipt of the tender documents the
• The financial proposal, or price. possible and carried into the contract.
is unlikely within the services Egis offer, our Bid Manager (or Bid Director) will fill out the
Within these parameters, EGIS will develop aim should be to contain and reduce risks to After consulting with the Contract Management Criticality Grid (Ref. to CM Book Process A1.3 -
its bid strategy, ensuring alignment with the our business by developing and implementing Department (DCM) & the Legal Department, Request Legal and CM support ).
client’s expectations and their contractual effective mitigation measures throughout the if the risks still exceed the benefits and / or
This tool is designed to help the team make an
requirements. This will eventually inform the bid phase. appropriate risk management measures
analysis of the contract opportunity and the level
Contract Management strategy that will be cannot be developed to contain or minimise/
This early risk management strategy will help of risk related to it, assessing whether the Group
deployed upon contract award. mitigate any negative effects, then according
develop and finalise the contract management CM department must or must not be involved in
to the EGIS BOOK the bid may be assigned a
The process starts from obtaining an strategy that will be deployed during contract the reviewing process.
“Bid-No Bid” status.
understanding of the contractual requirements, execution.
Based on the criticality score if:
constraints and limitations. It is the responsibility of the Bid Manager to
Also, it is imperative that during the bid
liaise with the CM Department, the Legal Team, A) Rating ® ≥60 - The bid manager MUST contact
The process MUST include: phase, any ambiguities identified within the
the BL, and the Group Risk and Commitments the DCM which will coordinate the response with
specifications and contract’s requirements are
• a legal review of the terms and conditions Committee (or CRE) to recommend for a Bid – the legal department (legal review & CM notes
clarified with the client, and where possible
including liabilities and insurance No-Bid decision (B00-370, B00-087). writing).
included in the section related to the comments
requirements (B00-370 & B00-075).
on the bid documents of our response and, if B) Rating ® < 60 :
possible, negotiated down.
The Contract Management Department R ≥ 50 = support from DCM is advised
(DCM) will support the Bid Manager / Bid During the development of the bid response,
30<R<50 = support from DCM if required
Director with their contractual review we need to ensure that our proposal is
either aligned with the client’s requirements R≤30 = support from DCM is NOT required
depending on the Criticality of the contract
(see Nota Bene). It is key to seek advice (compliant proposal), or if certain terms With reference to the EGIS Book P1 process, the
from this dedicated team to ensure cannot be met, an alternative proposal may be Contract Management Department MUST be
contractual terms are reviewed and where submitted, if acceptable to the client (variant consulted for any bids submitted to the COMOP
risks cannot be avoided that appropriate or alternative proposal). for Go – No Go and the Risks and Commitments
mitigation measures have been defined. Committee (CRE).

GLOSSARY

BID PROPOSAL: a written offer from a seller or bidder to a FINANCIAL PROPOSAL: the part of the proposal which provides SCOPE: it defines client’s requirements and the technical
customer. The proposal may be proactive or unsolicited, or it details about the cost for delivering the contract’s specifications, or terms of reference, that the supplier must
may be in response to a request for bids from the customer requirements. This may be provided as a schedule of meet to deliver the services and deliverables as defined in
– APMP BOK (APMP=Association of Proposal Management rates, e.g., manpower monthly or daily rates, or as a fixed the contract scope.
Professionals) price, either as a lump sum or as a breakdown of different
RISK MANAGEMENT: our strategy for managing and mitigating
services/disciplines.
TERMS & CONDITIONS: the contractual terms of requirements. the risks (e.g., technical, financial, and programme) inherent
These are normally either standard or customised by the CONTRACT MANAGEMENT: it is our approach to managing the in a future contract and proposal bid. The underlying
client. Standard contract suites at client’s disposal may contract’s characteristics such as deliverables, deadlines, assumptions are that every offer entail risks and that risks
include: FIDIC, NEC3, NEC4, and others. and contract terms & conditions - CMBOK Guide published can be contained or reduced with appropriate management –
by the NCMA (National Contract Management Association)- APMP BOK.
PRE-CONTRACT AGREEMENT: it outlines the general key
6th edition.
commercial terms or principles of a proposed deal or
contract and may often be negotiated.

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CONTENTS A B C

A1. MANAGING CONTRACT IN BID PHASE

1.1 CONSIDERING THE CLIENT’S REQUIREMENTS VS CM REQUIREMENTS IN THE BID PROCESS

INPUT DATA PROCESS OUTPUT DATA

1. Tender documents containing details of the A key goal of any successful business contractors are approached, and MoU’s later in the process – Ref. CM Book A1.2 1. MoU’s, NDA’s,
contract requirements, Scope of Work, and development is to advance a business or agreements are drafted, discussed Risk Management. Initial contracting and sub-contracting arrangements,
contractual Terms & Conditions (T&C). opportunity through the bid lifecycle in and signed (please see EGIS BOOK S3 e.g. indicative split of SOW, availability of resources and
5. Proposal Development:
a favoured position from the Client’s contracts). Quotations are requested from
At this stage we will have developed and
experts, etc.; partners declaration (S3 contracts, B00-371).
2. Customer Relationship Management perspective - Figure 1. potential sub-consultants.
(CRM). deployed a suitable bid strategy outlining
1. Identification & Planning: 3. Risk analysis for Go-No Go decision: 2. Go – No Go Documents (B00-376, B00-369).
our commercial and delivery model to
As soon as an opportunity is identified, it is The Group’s key projects in terms of volume, strategy and
This phase includes marketing activities Procedure B00-376 mandates that a risk meet the contractual requirements.
recorded in the EGIS CRM database, Microsoft that may position EGIS in the market and review is conducted at the earliest in the risks are subject to Go - No Go decision by the Operational
Dynamics 365, including details of the client, 6. Post-submission: Committee (COMOP) within the BL concerned. If new
with specific target customers. Customer process to assess the Group’s ability to
market, type of services, location (country & Relationship Management (CRM) and control the different aspects of the possible The client may request further clarifications information emerges that might affect or aggravate risks
financial risk B00-332, B00-316) and indicative Business Development provide key future contract and its environment. The or arrange interviews with bidders before after a Go decision was made, a new request must be
budget (OPEX/CAPEX, where known) - EGIS CRM Business Intelligence into the client’s risk review includes contractual and making a final decision. These may lead submitted with the updated info to the COMOP with the CRE
expectations, ambitions, constraints, legal matters, although at this stage no to proposal modifications. Our strategy File – Ref. EGIS Book B00-075 & B00-087.
3. Partnering pre-arrangements to either needs, etc. This is then translated into document has yet been issued by the client, during this phase should be to respond
augment or complement EGIS or other our CRM Database, and progressively except possibly pre-qualification requests. fully to client’s questions and concerns and 3. Compliance checklists (bid and contract) and
companies’ capabilities, or to provide monitored and reviewed. This phase At this stage, the Contract Management to reinforce their trust in our solution and Risk & Opportunities matrix are common tools that
specialized services to other consultants. includes planification of the bid activities. Department may not be involved. our organization, but also, from a Contract “embed predictability and build on successful strategies
Before signing any form of agreements and Management point of view, to ensure that creating a consistent process that provides better
2. Partnering arrangements: 4. Tender stage – Contractual review:
depending on the risk factors, it is paramount no further risks have arisen, if so these insight into bid/no-bid decisions; captures lessons
Based on this initial understanding, we start When the tender documents are received, MUST be mitigated and where possible
to run the KYC (Know Your Customer) learned, and uses resources more effectively aligning
identifying our capability strengths and our we can obtain a better understanding of negotiated down before signature and
process to avoid any potential ethics and weaknesses, potential partners and sub- the client’s requirements. At this stage the accounted for in the contract management
bid with organizational strategy to optimize the return on
compliance risks (B00-076). client will provide details of the technical strategy post-award – Ref. CM Book A1.7 investment” – APMP BOK.
requirements (Scope, Terms of Reference), CM and Bid – No Bid and A1.8 Commercial
and Terms & Conditions of the proposed Response. 4. CRE File (B00-087, B00-086).
contract, containing details of applicable The aim of the CRE is to advise on Bid - No Bid decision, with
7. Contract finalization:
penalties, liability limits, insurance or without reservations, for major Group projects. Criteria
requirements, bonds and securities, etc. The finalization of the Contract aims at include contract value, level of financial commitment,
regularizing within the Contract before location and availability of resources, creation of legal entities
The risk and opportunity assessment
signature the clarifications provided by etc.). It MUST include our risk assessment and mitigations
shall identify any potential risks and
the Client in response to the questions to which the BL is exposed under the relevant contract, e.g.
opportunities that may arise before and
asked by the tenderers, as well as the ESG risks – Environmental, Social and Governance, technical
during the contract execution.
clarifications provided after the submission
& digital risks, contractual risks, etc.).
This exercise shall be run throughout of the tenders.
the bid development and even after 5. Contractual Review and Legal Notes.
submission. Risks and ambiguities in the
A contractual review is also advised These would be normally prepared by the Contract Manager
scope that are hard to mitigate should be
queried.
to early-identify risks related and EGIS Legal Representative and submitted as part of the
to operational, logistic, specific CRE File to contribute to the bid-no bid decision-making
Accordingly, this analysis will help to draw requirements etc. which may be process. If new information emerges that might affect or
up the list of questions and clarifications incurred by EGIS during the contract aggravate risks after a Go decision was made, a new Go –
to be asked to the Client. These may also execution. No Go request must be submitted with the updated info and
provide some basis for later claims. This
phase is key for the development of the
Where risks cannot be avoided, resubmitted to the COMOP with the CRE File – Ref. EGIS
figure 1 Bid lifecycle showing phases
Risk & Opportunity matrix, which will also
appropriate mitigation measures MUST Book B00-075 & B00-087.
and activities. each element depends
have been agreed and put in place.
on the others—all requiring input and inform the contract management strategy
ongoing updates.

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CONTENTS A B C

A1. MANAGING CONTRACT IN BID PHASE

1.2 CONTRACTUAL RISKS MANAGEMENT AT TENDER STAGE – IDENTIFICATION, ANALYSIS & MITIGATION

INPUT DATA PROCESS OUTPUT DATA

1. Scope and Terms of Reference defining Risk is often associated not only with cost • You cannot mitigate it and are forced in the bid proposal, thus linking the risk Risk Management Matrix
the client’s requirements and the technical and schedule , but actually risk permeates to accept it, e.g. non-negotiable T&C – management to our value proposition: summarizes the major risks and opportunities
specifications that the supplier has to meet every aspect of a project, including program depending on the risk, please Ref. to CM • Identifying and defining all relevant risks and assesses likelihood and impact, providing
to deliver the services due under the Contract. management, technical performance, quality, Book A1.7 Bid - No Bid decision process. with an explanation of how the risk will be a strategy for mitigation, or implementation,
service, support, reputation and HSE (Health, managed.
Risks will pertain generally to technical delivery, Mitigate a risk if we can limit its impact by: defining responsibility within the project team.
Safety and Environment). The key is to • Citing clear decision points tied to our
HSE, logistics, resourcing, safety, security, etc. • Developing solutions toward reducing the It also links the risks and opportunities to
understand what degree of risk is acceptable proposed approach, as well as our
likelihood of the risk occurrence the value of our proposal response. This will
to our Group and to each client -Ref. EGIS Book alternative, backup, or parallel approaches.
2. Contract’s terms & conditions defining the B00-087 Appendix 7. • Investing in measures that reduce the risk’s help inform the future contract management
contract’s characteristics such as deliverables, impact. • Demonstrating our ability to manage
strategy between the Bid Manager and the
Risk analysis procedure risk, e.g. citing experience, independent
deadlines, reporting, liabilities, etc. Transfer a risk to another party (inside or Project Manager / Director and be part of the
research, or trade studies, etc.
Developing a risk management strategy is a outside of our organization) to reduce its hand-over stage at the end of P1 and start of
3. Commercial arrangements with consortium key part of overall bid strategy development. impact. Risk can typically be transferred to: Regular Reviews P2 process.
partners, including JV and sub-contractors, Develop alternatives, backup, or parallel • Teaming partners, with their full knowledge The Bid Manager shall keep the risk
shares and their respective roles in the team. procedures to monitor whether our risk and agreement management matrix under regular internal
It’s key to identify and mitigate any potential strategy is to accept, mitigate, transfer, or review as it is an inherent part of the solution
• Suppliers, with their full knowledge and
risk of conflict of interest BEFORE signing an avoid risk: offer. A separate review of the risk management
agreement Contracts with a high criticality level will
agreement. Ethics & Compliance should also be 1. Identify all risk areas • Another part of our organization, with their strategy as it evolves for the opportunity shall
require direct involvement of a Contract
assessed in line with the KYC process (B00-076). full knowledge and agreement. also help the management to take decisions
2. Assess the risk and assign a category (low, Manager / DCM who will be able to advise
at internal decision gates (CRE & Bid/No Bid),
medium or high) on a defined scale Avoid a risk by removing the threat, typically and support with the risk analysis and
4. Resourcing is a key element of the process to and final approval - Ref. to CM Book A1.7 Bid -
through: mitigation which will later contribute
understand what our Group position in terms 3. Prioritize each risk according to its potential No Bid decision process.
• Putting effort toward eliminating the to the Bid-No Bid and the CRE advising,
of capabilities (no. resources available) and impact on the project, e.g. schedule or cost
likelihood of the risk occurrence, and the Go – No Go decision process as
capacity is (no. resources that can be mobilised). 4. Determine and analyze the causes of risk.
• Investing in measures that remove the risk.
the case may be – Ref. to CM Book A1.3
The Resourcing Schedule shall not only be Mitigation strategies
Criticality Grid, A1.6 CRE Dossier & A1.7
part of our Delivery Model, but also shall Build a Risk Management Matrix Bid - No Bid decision process.
highlight any gaps in resources, needs for We refer to the four following possible
All risks identified shall be captured in the Contractual Review and Legal Notes would
partnering arrangement and risk of scaling up or strategies:
Risk Management Matrix (Risk Management be normally prepared by the Contract
down depending on contingencies. Accept a risk if: Matrix). The matrix summarizes all risks (and Manager and EGIS Legal Representative
• Its occurrence is low, opportunities) and assesses the risks with our and submitted as part of the Bid No Bid
5. Brand reputation and analysis of the risks • The consequences are relatively mitigation approach. The matrix shall also and / or the CRE File to further inform
related to our reputation with potential clients, insignificant, indicate where our approach is discussed the decision-making process. If new
political risks, etc. information emerges that might affect or
aggravate risks after a Go decision was
6. Contractual specifics to the country’s made, a new Go – No Go request must
regulations and standards, e.g. Health & be submitted with the updated info and
resubmitted to the COMOP with the CRE
Safety, environment, social, qualifications and
File – Ref. EGIS Book B00-075 & B00-087.
memberships, etc.
GLOSSARY
7. Financial analysis of the risks related to
amounts, profitability, client financial strength, RESOURCING SCHEDULE: a document providing details of resources available with VALUE PROPOSAL: establishes the value basis for a business relationship. It
commitments, currency, guarantees (Parent rates and timescales for mobilisation. describes how our solution will improve the client’s business and how that
Company Guarantee, Bank Guarantee, Bonds), improvement will be measured. A good value proposition helps clients
DELIVERY MODEL: the resources, process and procedures that we will deploy to
grasp the value of what we are selling, compared to other options. – APMP
taxes, subcontracting, etc. meet and deliver the client’s expectations and the contract’s requirements.
(Association of Proposal Management Professionals) BOK

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CONTENTS A B C

A1. MANAGING CONTRACT IN BID PHASE

1.3 REQUEST SUPPORT FROM CONTRACT MANAGEMENT DEPARTMENT - CRITICALITY GRID

INPUT DATA PROCESS OUTPUT DATA

1. Tender documents containing details of the Upon receipt of the tender documents 2. Non-Financial. This is a combination in conformance with the rules set in the Contractual review and legal notes.
Client’s contract requirements, scope of work, the Bid Manager (or Bid Director) will of different factors that are to be corresponding procedure, a NEW Go – These are prepared by the Contract Manager and
and Contract Terms & Conditions (T&C). fill out the Criticality Grid. scored individually and that the Grid No Go decision may be instigated with EGIS Legal Representative and submitted as
will automatically add up to obtain an the COMOP to confirm Bid – No Bid
This tool is designed to help the team part of the CRE File to further inform the bid-no
2. Go – No Go Form (B00-376, B00-369). overall score for this element, including: BEFORE the bid is finally submitted to
make an analysis of the contract bid decision-making process. If new information
contract model and requirements, risks the client.
If available, this document contains crucial opportunity and the level of risk related emerges that might affect or exacerbate the
& opportunities, client’s history and
information re business development and market to it, assessing whether the Group B) Rating < 60 identified risks after a Go decision was made, a
stakeholders, technical requirements,
intelligence shared at qualification phase Contract Management Department new Go – No Go request must be submitted with
innovation, social value, fiscal, and HSE. R ≥50 = support from DCM is advised
with the COMOP, including key comments and (DCM) must or must not be involved
In compiling the Grid, we should be as the updated info and resubmitted to the COMOP
in the reviewing process (Contact: The bid manager is advised to contact
recommendations from EGIS Executive Board. unbiased and objective as possible, this with the CRE File – Ref. EGIS Book B00-075 &
contract-management.group@egis- DCM asap. The DCM will coordinate the
This will help inform the Criticality Grid and will help ensure the bid team receives B00-087.
group.com). response with the legal department to
subsequently the CRE File (if and where required). support from the DCM commensurate provide the Bid Manager with the Legal
The DCM, in liaison with the Legal with the contract opportunity. . Notation review and the Contractual review. If
Department will support the Bid is made on basis 60/100 high level of risk is identified by the
Manager / Bid Director with their
Actions to be undertaken depending on DCM, then the process above (for
contractual review depending on the
the scoring Rating > 60) would apply.
Criticality of the contract. It is key
to seek advice from this dedicated Based on the criticality score if: 30<R<50 = support from DCM is ad-hoc,
team to ensure contractual terms are if required
A) Rating ≥60
reviewed and where risks cannot be The bid manager MAY contact DCM
avoided that appropriate mitigation The bid manager MUST contact the
if a high level of risk is identified. The
measures have been agreed and put DCM asap. The DCM will coordinate
process above (for Rating ≥60) may
in place and presented to the CRE for the response with the legal department
apply depending on the risk/s identified
discussion and approval or for further and provide the Bid Manager with the
during tender phase, e.g., variation
recommendations. legal review and the contractual review.
to the T&C imposed by the client;
This analysis may further help the These will inform the Risk Management unreasonable/detrimental clause/s;
clarification stage and possible Matrix and the Bid Proposal, and etc.
negotiation steps. subsequently the CRE File. It is crucial to
R≤30 = support from DCM is NOT
obtain advice from the DCM throughout
How To Compile the Criticality Grid required
the development of the proposal to
The Grid considers two key criteria: ensure that high risks identified are The bid is low risk, hence the bid
Financial and Non-Financial: mitigated, discussed and approved with manager DOES NOT NEED to contact
the Executive Board (COMOP). DCM. Should there be any changes to
1. Financial: The Financial criteria
the proposed T&C during the process
pertain to the Contract Value (this is Even after a Go decision has been
and if a high level of risks is identified,
our Fee value, not to be confused with made, if further risks are identified that
then the process above (for Rating ≥60)
the OPEX / CAPEX) for P1 – see picture may entail a higher level of risk to the
may apply depending on the risk/s
below for reference. Notation is made Group, it is paramount that these are
identified during tender phase.
on basis 40/100 discussed during CRE. Accordingly, and

R=Revenue

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CONTENTS A B C

A1. MANAGING CONTRACT IN BID PHASE

1.4 EARLY APPLICATION OF CONTRACT MANAGEMENT PRINCIPLES IN THE BID PROCESS

INPUT DATA PROCESS OUTPUT DATA

1. Terms & Conditions (T&C) Understand the contract model In the bid phase a RACI Matrix should be RACI Matrix
Are normally based on in-country and developed to show roles and responsibilities RACI is an acronym of Responsible,
FIDIC contracts are the most commonly used
international standard contract’s forms and an escalation process. This initial set up will Accountable, Consulted and Informed. The
standard form of international construction
inform the contract management strategy post
(FIDIC, NEC, ICC, etc.) that clients adapt to contracts in the world today. The NEC suite is matrix describes the participation of the
award.
their specific requirements through a set another family of contracts that is commonly various functional roles in the contract
of particular conditions. Some clients have used in Australia, UK and Ireland. NEC was Establish teaming agreements process, in completing tasks or results. It
developed bespoke T&Cs tailored to their specifically designed for regulating engineering also shows a governance for responsibilities
Establish teaming agreements with partners
requirements. e.g., Network Rail and Transport and construction contractual agreements. Each within our team both at bid stage and
and / or sub-contractors aims at:
contract model may bring unique requirements,
for London in the UK have their own standard during contract execution. It is up to the
in terms of constraints, limitations, liabilities, a. Defining scopes of work, service specifications
suite of T&Cs. Understanding these in advance and agreed shared percentages,
Bid Manager and bid management team to
litigations, etc., therefore it is paramount to
is key to set up the principles that will inform obtain a clear understanding of limitations
decide how detailed this will be by adding
the most effective contract management b. Delineating types and levels of participation in tasks and stakeholders - RACI Matrix
and risks that we may incur once the contract proposal activities,
strategy which we will deploy upon contract is awarded. These MUST be identified and Template
award and during contract execution. The DCM mitigated (where acceptable) BEFORE the c. 
Sharing possible risks and liabilities with
should be consulted to ensure a thorough contract is signed with the client. Particular partners or transferring to sub-contractors Risk Management Matrix
contractual review is undertaken and to offer attention must be paid to the deviations made as necessary and possible summarizes the major risks and
advice on risks, constraints, limitations, etc., to the General Conditions in the contract which have a good understanding of the bid process opportunities and assesses likelihood and
d. 
Agreeing on and signing legally binding
may manifest an intention of the Client not to and being able to : impact, providing a strategy for mitigation,
where required. confidentiality agreements, clauses requiring
apply the clauses of the model of contract which • advise on company / consortium or implementation, defining risk ownership
exclusivity of bidding/teaming, and limitations
2. Due diligence on potential teaming he considers to be too favourable to the other arrangements necessary to meet the pre- within the project team. It also links the
on future ability to bid on the targeted
partners is critical to ensure compliance party. qualification requirements (PQQ) as the case risk and opportunity to the value proposition
procurement should a member wish to
may be,
with EGIS ethics and avoid any serious Identify and appoint key resources for the Bid terminate its participation before award of the in our proposal response. This will help
• develop and implement the right strategy to contract (B00-433-7, B00-466-9, B00-448-9).
liabilities, particularly if the client has a Management team with respect to CM: inform the future contract management
prepare the proposal, including technical,
negative opinion about that company or the Set up Contract Management strategy post strategy and shall be part of the hand-over
The Bid Director is usually a Senior Manager management, contract, cost estimate, and
partnership carries high risks (B00-076). holding executive authority from the Business other deliverables. award stage between the end of P1 and start of P2
Line or from the Region. He oversees the bid process between the Bid Manager and the
The Contract Manager plays a key role in advising All risks identified in the bid phase MUST be
3. Financial analysis of profitability, client strategy development and its implementation. Project Manager / Project Director – Risk
on setting up and negotiating contractual captured in the Risk Management Matrix
financial strength, commitments, currency, Working closely with the Bid Manager, he identifies Management Matrix Template
arrangements. He / She must have a solid (Risk Management Matrix Template). The matrix
guarantees (Parent Company Guarantee, and negotiates with partners or subcontractors summarizes all risks (and opportunities) and
understanding of various contracting models to Contract Management Strategy
Bank Guarantee), bonds, taxes, etc. must contract arrangements. Additionally, he assesses the risk with our mitigation approach
ensure that all contracts and sub-contracts will
be carried out and included in the Go – No plans and manages the bid budget, facilitates to arrange for Risk Management during summarizes the strategy to be implemented
be managed to the Group’s best interests and to
Go (B00-075, B00-369). teaming decisions, and coordinates review and Contract Execution – CMC Book A1.2.. Based by the Project Manager at the commencement
client’s satisfaction.
approval requirements for offering, cost/price, on the Risk Management Matrix, the Contract of the Contract, depending on the risks
4. Scope of Work (SOW) provides the and proposal deliverables. The Bid Director The Legal Advisor shall advise on legal risks, Management Strategy summarizes the strategy identified in the Tender documents, the
technical specifications for services also liaises with the EGIS COMOP (the Group liabilities, responsibilities, or insurance covers. to be implemented by the Project Manager at risks generated by the response itself, and
Operational Committee that makes the Go – No He shall be consulted as well with respect to the the commencement of the Contract, depending the opportunities foreseen at the tender
delivery, including the regulations and
Go decision) and the Risks and Commitment drafting of MOU, Consortium/JV agreements, on the risks identified in the Tender documents,
standards required for meeting country- stage.
Committee (CRE) which advises on Bid - No Bid or sub-consultants’ agreements based on the the risks generated by the response itself, and
specific requirements, e.g. HSE, OHS, etc. decisions. S/He may be involved in the contract templates available on the EGIS Book. the opportunities foreseen at the tender stage.
supervision and team performance during If a Project Manager has been appointed / The Contract Management Strategy shall be
contract execution. nominated, s/he may also be involved during prepared by the Bid Manager, in collaboration
The Bid Manager leads the overall proposal the proposal preparation to help identify and with the DCM where required, once the Contract
development, beginning at bid decision and support resolution of technical and delivery or is awarded, approved by the Bid Director, and
through post-submittal requirements. He must possibly contractual issues. transferred to the Project Manager.

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CONTENTS A B C

A1. MANAGING CONTRACT IN BID PHASE

1.5 BID CLARIFICATIONS PERIOD

INPUT DATA PROCESS OUTPUT DATA

1. Legal and contractual review of Terms & Clarify any ambiguities from the bidders the client with compliant bid response and and of the balance of the contractual 1. Bid/Tender Queries Log
Conditions (T&C). During the bid phase, the client allows for a
financial offer. Our response to the call obligations and rights. At the CRE This log is progressively developed and shared by the client
Although T&C are often standardised, they may for tenders shall consider all the Client’s meeting (where applicable), the CRE’s during the bid clarification period. It captures not only our
bid clarification or query period during the
contain gaps and ambiguous requirements that responses (including those given to official recommendation should be
tender . The bid pre-submission period is requests for clarifications but also the ones from the other
questions asked by other candidates). sought, including any reservations or
could cause confusion, or adversely affect our for each bidder, in a free and transparent bidders, providing the client’s answer to each enquiry. Some
recommendations they may have .
price or performance. The legal and contractual manner in relation to other bidders, Request for clarifications from the Client clarifications may be included in the Contract.
review provides the essential input from our to clarify any ambiguities and unclear a. If the risks are too high, then the CRE
After the submission of the Technical and
Legal team and our Contract Management requirements in the Invitation to Tender/
Financial offer, the Client may request
may advise on No Bid. Subject to Tender 2. Contractual Note
team on the contractual terms proposed by the Request for Proposal (RFP) documents. Review, and to the final decision to be This note is prepared by the DCM representative in liaison
clarifications (Post Tender Clarification) to
client at bid stage. made, the bid shall then be terminated with the Legal Advisor (DJU) and shall be communicated to
The Terms and Conditions of the future the submission and possibly impose further
and no further action will be required –
Contract MUST be reviewed to ensure that: conditions on the bidder, e.g. requesting to the CRE.
2. Scope and Terms of Reference (ToR) Ref. EGIS Book B00-075 & B00-087.
• each serves a legitimate purpose, confirm that a specific term or condition
provide the technical specifications for • is required or provides a direct benefit to is effectively considered and included in b. If the risks are accepted by the Group then 3. CRE’s Opinion / Recommendation
services delivery, including the regulations the contract, our offer. The Client may consider price the CRE may provide recommendations The CRE and Board of Directors’ recommendations will be
and standards required for meeting country- • promotes a manageable level of risk to be abnormally low and require that we or conditions. The bid can continue, in recorded in the Bid – No Bid process and in the CRM File.
specific requirements, e.g., HSE, OHS, etc. sharing between EGIS and the client requalify our offer. We should then provide line with the CRE recommendations and
This may contain technical requirements a clear response within the time requested. conditions - Ref. EGIS Book B00-075 & 4. Post Tender Clarifications Log (Client’s Question &
• they do not impose excessive risk on
which may entail significant risk to our Group B00-087. Answer (Q&A))
EGIS. Possible Negotiation of Terms &
(B00-087 Appendix 7). Conditions The DCM representative and the Legal This log is progressively developed during the second part of
This review may inform questions and the bid after the submission of the offer by the Consultant.
Advisor MUST also be consulted in the
clarifications to be requested to the Client. If the T&Cs are negotiable, it is important
3. CRE File (B00-087, B00-086) process. In general, these clarifications will become part of the
to first discuss the risks with the Contract
This document sets out the role, composition and It is key to regularly consult the client’s Agreement at the end of the process. If the Client has not
Manager and the Legal Advisor to agree on
conditions of referral and operation of the Group’s Bid/Tender Query log throughout the provided for it, it must be requested.
best approach for querying / negotiating
Risks and Commitments Committee (CRE), and development of the bid response to ensure NOTE: If the T&C are negotiable or not
/ mitigating each risk with the client. In 5. Negotiation follow-up
we are up to date with any clarifications and should be recorded in the CRE File.
its articulation with the Board of Directors. response, the client may:
amendments to the contract terms, scope, Main risks and mitigation measures During the negotiation phase, it is advisable to follow up
terms of reference and other elements of a. 
Accept our requests and amend the through negotiation could then be and capture in a spreadsheet any amendments to the T&C,
the request for proposal. These must also high risk clauses; provide further identified and discussed at the CRE particularly those carrying a higher level of risk.
be reflected in our bid response, providing clarifications if there is ambiguity; meeting.
reduce some of the risks entailed; etc.
NOTE: Contracts with a high criticality level
b. Not accept our requests and expect that
shall require direct involvement of a Contract
we accept the T&C.
Manager / DCM who will be able to advise and
Such negotiations can be carried out support with the risk analysis and mitigation
during one or several meetings or through during bid production.
exchanges of amended T&C until an
DCM representative shall participate to the
agreement is found between the parties. It
CRE meeting where required. In any case,
is important to ascertain that all identified
a note including the contractual analysis
risks have been mitigated, as far as
prepared by the Legal Department and the
possible, in favour of EGIS.
Contract Management Department will be
If T&C are NON negotiable presented at the CRE and inform the Bid – No
Bid decision.
The CRE (where applicable) MUST be
informed in case T&C are non negotiable,

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CONTENTS A B C

A1. MANAGING CONTRACT IN BID PHASE

1.6 CONTRACT MANAGEMENT CONSIDERATIONS IN CRE FILE (WHEN APPLICABLE)

INPUT DATA PROCESS OUTPUT DATA

1. Tender documents containing details of the The aim of the contractual review is to identify • Specific Contract Clauses: • Variations Clauses, which may deviate Contractual Review
contract requirements, Scope of Work, and any risks and their level of impact on our • Risk of loss, to determine which party from standard clauses. This is prepared by the Contract Manager
contractual Terms & Conditions (T&C). Group as early as possible in the process. The should bear the burden of risk for damage • Claim clauses, which may deviate as (DCM) in liaison with the Legal Department and
contractual review should be initiated in line or breach of contract, well from standard clauses usually and submitted as part of the CRE File to further
2. Go – No Go Form (B00-376, B00-369). If with the score obtained after completion of the • Liabilities, type and limits and compliance specifically concerning Exceptional Events
Criticality Grid (ref. CM Book A1.3 Criticality Grid
inform the Bid-no Bid decision-making process.
available, this document contains crucial with them, and Exceptional Costs.
process). • Force Majeure, which may describe
information re business development and • Performance Securities, bonds and CRE File
market intelligence shared at qualification For contracts carrying a higher level of guarantees etc. for instance EGIS SA (the specific risk balance. This not only informs on the contractual issues
phase with the COMOP, including key risk the EGIS Book mandates that a CRE Group) will not provide a Parent Company • Dispute Resolution Clauses, aiming at and risks identified in the tender documents,
MUST be instigated to obtain opinions and Guarantee and this must be discussed solving issues and claims, if they include
comments and recommendations from EGIS but also address them in providing workable
recommendations from key representatives of and mitigated with the Client during adjudication mechanism or nor for
Executive Board. This will help inform the solutions in terms of contract management to
the Group to inform the Bid – No Bid decision negotiation phase as possible, to confirm example.
Criticality Grid and subsequently the CRE File that the drafting of Collateral Warranties
be implemented all along the execution of the
– Ref. EGIS Book B00-087 process. • Suspension Clauses, which may or not
(if and where required). is acceptable (e.g. Decennial Warranty). lead to termination.
Contract (P2) – Ref. EGIS Book B00-087, B00-
A representative of the Group Contract 086.
• Penalties, for delay, breach of contract or • Termination Clauses discussing
Management Department (DCM), in liaison
for not meeting KPI’s, non-conformities, repudiatory breach and other common
with the Legal Department, shall provide their
etc. termination events, including insolvency.
recommendations based on the Contractual
Review of the proposed T&C as provided by the • Payment terms, such as discounts for It also considers whether the contract
Client during the tender phase. down payments, advance payments, can be terminated for convenience with
schedules, etc. reasonable notice under an express or
Key elements of this review will include: • Insurances, Professional Indemnity, implied term (definition according to
• Regulatory Compliance with specific client Workmen’s Compensation, Employers Practical Law Commercial and Practical
or country’s standards and regulations and Liability, Third Party Liability, Law Restructuring and Insolvency).
their potential implications on the contract, Cybersecurity, Aviation and Marine • Any other Contractual Requirements,
e.g., country-specific legislations; monetary • Standard of care Clauses, setting forth which may impact on our ability to deliver
investment required to meet the standards the expectations of the client of what the and / or meeting certain terms of the
if not compliant; payment to trading standard of performance the contract is contract like deadlines, performance, etc.,
associations; augmentation of capabilities; under and how it applies to the services and their consequences if not met.
etc. provided. Contract modifications
• Extension of Time Clauses, that may
describe the mechanism to request an It is important to monitor any variations to a
Extension of Time, which may be time Contract. It is simpler to resolve any potential
barred. disputes if the Contract reflects the true nature
and intention of the parties by way of formal
• Early Warning Clauses, where each party
variations, or amendments as the Contract
shall give notice to the other party of any
changes over time. Un resolved issues should
specific, actual or probable future events
not be left until the end of the contract.
or circumstances which may adversely
affect or delay the Services or lead to an Where during tender phase it emerges that the
increase in cost. risks identified after a Go decision was made
• Client’s Data Clauses, including the may be exacerbated, a new Go – No Go request
verification by the Consultant of the must be submitted with the updated info to the
information provided by the Client COMOP – Ref. EGIS Book B00-075 & B00-087.
which may be time barred, and the
consequences of errors or mistakes
discovered in these data.

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CONTENTS A B C

A1. MANAGING CONTRACT IN BID PHASE

1.7 CONTRACT MANAGEMENT CONSIDERATIONS AT TENDER REVIEW – (BID – NO BID DECISION – B00-370)

INPUT DATA PROCESS OUTPUT DATA

1. Legal and Contractual Review of Terms & Our Proposal tool, together with its date. This is an act of Bid No Bid Decision Bid Submission Approval form:
Conditions (T&C). Our proposal is our written commitment to
management that indicates that management
If satisfied with the answers, with the technical This document will record if our bid has satisfied
The Legal and contractual Review provides the has approved the proposal before it is submitted. the requirements set out in the P1 process to be
the client explaining how the services will be and financial offer, the executive authority
essential input from our Legal team and the delivered, how the contract is executed and at A further outcome of the Tender Review is to (subject to the CRE recommendation) shall approved for submission to the client.
Contract Management team on the contractual the financial/commercial component. At this validate the commitments taken and the level of approve and sign off the BID decision. The bid
terms proposed by the client at bid stage. stage, our proposal should be meeting to the risk being assumed by Egis in terms of finance, SHALL be submitted.
following standards: technical, environmental, or social. Contracts with a high criticality level
If the executive authority or the CRE is not will require direct involvement of a
2. Draft Technical Proposal
1. Be Accurate: what it states is unambiguous, With respect to CM issues, the Tender review satisfied with the answers and / or a No Bid Contract Manager from DCM who
This is our proposed methodology to deliver the and it instils confidence in the client of our should address the following: decision has been recommended by the CRE, will be able to advise and support
services as included in the scope and Terms of ability to deliver to their requirements. then a formal No Bid decision should be made
Proposal with the risk analysis and mitigation
Reference and technical response to the client’s explaining the reasons for the decision. This will which will inform the Bid- No Bid
2. 
Be Consistent: it provides one approach • How does the proposal limit our risks and
requirements. be captured in the Approval form as No Bid and decision making process.
throughout, whilst being compliant with liabilities whilst being compliant with ToR?
signed off. The bid SHALL NOT be submitted.
3. Financial/Commercial Proposal our Group’s (or Consortium) processes and • Does our proposal include the CRE
procedures. recommendations (if any), and how? Back to Go No Go Decision
This is the part of the proposal which provides
details about the price for delivering the services 3. Be Coherent: there are no contradictions in our Risk Assessment Should the tender documents drastically
under the client’s requirements. statements as all the client’s requirements • Are there any unresolved elements of aggravate the level of contractual risks to
have been carefully assessed and adequately risk that should preclude submitting the be taken by Egis in responding to the offer, a
4. CRE (where applicable) addressed in our response and price. proposal? possible outcome of the Tender Review could
CRE opinion is provided following the CRE meeting be to request a further Go-No Go decision from
4. 
Be Competitive: it offers the best price • Is the CRE (where applicable) comfortable
(when CRE is required). As such, the CRE Dossier the COMOP.
– solution ratio which our Group (or with the level of risk? If not, have we
not only informs about the contractual issues Consortium) has agreed on, evidencing our developed adequate mitigation measures to
and risks identified in the tender documents, added value to the client. reduce it?
but also address them in providing possible 5. Be within an acceptable limit of risk: all initial • Which recommendations regarding these
solutions in terms of contract management to risks (operational, contractual, commercial, risks can be made to the entity in charge of
be implemented all along the execution of the etc.) have been identified as well as solution the Bid No Bid?
Contract. and mitigation measures for smoother • How can we negotiate high risks down?
contract’s commencement. Negotiation Plan:
5. Go-No Go Décision
Tender Review • Are the contract Terms & Conditions
The GO No Go decision had been taken based negotiable?
on assumptions of risks to be taken. It shall Before a proposal is submitted, a tender review
• If yes, have we negotiated already the risk
be assessed if these risks are not drastically is carried out. When required, the tender review
terms down? Otherwise, is our negotiating
aggravated considering the Tender Documents as shall be done at the CRE. The tender review
position clearly defined? Is it agreed to by
must be held sufficiently early to enable any
they have been prepared and issued by the Client. the CRE (where applicable)?
adjustments agreed upon to be made, but this
must be based on an almost complete proposal • Can we manage the level of residual risk?
to judge its quality and competitiveness. • If the contract is non-negotiable, are we
prepared to accept the T&Cs? Have the CRE
The Bid – No Bid decision is the main outcome members (where applicable) approved?
of the Tender review. It is a stage gate in the bid
development phase. As such this is the most Our Team
crucial decision in the entire process prior to • Has a Contract Manager and a Project
issuing our bid/tender back to the client. The Manager been identified?
“Bid/No Bid” decision is formalised in the CRM

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CONTENTS A B C

A1. MANAGING CONTRACT IN BID PHASE

1.8 QUALIFY THE RESPONSE – MAKE AN ALTERNATIVE / VARIANT PROPOSAL

INPUT DATA PROCESS OUTPUT DATA

1. Client’s Requirements: How to deal with remaining ambiguities or possible: where acceptable to the Client or has been 1. Qualified proposal
a. Terms & Conditions (T&C) or contract’s unacceptable contractual risks • Qualify the response by including previously discussed and agreed with the This is a technical and financial proposal
requirements; assumptions in our technical and financial Client, an alternative / variant proposal shall where specific assumptions, qualifications or
All potential conflicts between Client’s
proposal, be submitted in compliance with the minimum
b. Scope and ToR or services and deliverables requirements and our offer must have been even deviations have been included to avoid
• Submit an alternative / variant proposal. requirements of the Client. In alternative
technical requirements & specifications; consolidated in the Risk Matrix), identifying taking on unacceptable risks resulting from
proposals, the outputs may be different, even
c. Bid/Tender Queries Log: This log is areas of conflicts and mitigation measures. Qualify our response ambiguities in the tender documents, which
if the outcomes are the same; this makes it
progressively developed and shared by the Elements of conflict and potential non- have not been clarified by the Client during the
Introducing specific assumptions in our difficult for the Client to compare and score
client during the bid clarification period. compliance must have been given extensive clarification period.
technical and financial proposal absent or each submission. Similarly, prices and rates
attention to ensure EGIS will not incur any
It captures not only our requests for deviating from the tender document would might not be directly comparable.
significant risks during the contract execution – 2. Variant proposal
clarifications but also the ones from the other result in qualifying the proposal. Although this
please refer to the contractual and legal review Note: Accepting from the Client’s side
bidders, providing the client’s answer to each approach is usually not encouraged by Clients, Unless clearly permitted in the ITT, alternative
for this. This must also be reflected in our price alternative / variant proposals could result in
enquiry. Some clarifications may be included it is a form of protection that wherever possible or variant proposals are not recommended.
to ensure that risks are accounted for in our an increased risk that the tendering exercise
in the Contract offer. we should seek to deploy to avoid being exposed will be less equitable and fair, this could leave
Any alternative or variant proposal should be
to unnecessary commercial risk. the decision open to a challenge from an prepared with a view to improve the delivering
2. Contractual Review. Accordingly, our technical and financial of services whilst securing our offer or with a
Assumptions (qualifications & deviations or unsuccessful bidder, in turn delaying contract
It is key to seek advice from the DCM to ensure proposal must: view to avoid taking on unacceptable risks we
inclusions and exclusions) allow a semi-legal start and further increasing costs to the
contractual terms are reviewed and where risks • Have covered all the requirements, including identified in the tender documents.
description of what the price accounts for and Client. However, from the Client’s perspective
cannot be avoided that appropriate mitigation any amendments / changes added during If the Client does not make allowance for an
what it does not: the benefits of allowing alternative proposal
and after the clarification period,
measures have been agreed and put in place. • Qualification (or Inclusion) means what is include: alternative / variant proposal and/or this
• Be accurate and not contain overlaps and
accounted for in our price; • Flexibility in improving the specifications has not been agreed with the Client prior to
3. CRE recommendation (where applicable) duplications.
• Deviation (or Exclusion) means what is NOT after the tender process commences, based submission of the bid, then submission of a
CRE recommendations are provided, following the Where ambiguities in the requirements have accounted for in our price. on the expertise and knowledge of bidders. variant proposal is a waste of time.
CRE meeting. The CRE File not only informs about not been clarified by the Client during the • Potential opportunities to achieve improved
clarification period, or when some risks remain Alternative / Variant Proposal
the contractual issues and risks identified in the quality or value for money.
tender documents, but also provides possible unacceptable to EGIS, it is crucial to prevent You can only offer and Alternative or Variant • Lead to more opportunities for innovation.
solutions in terms of contract management to be any further risks from arising later during the Proposal if clearly specified in the ITT, otherwise
contract execution. Two approaches are then If we intend to offer an alternative / variant
implemented throughout contract execution. you are non-compliant and disqualified.. Only
proposal, we must ensure that the criteria
above are met and clearly explained in our
proposal and reflected in our price.
This approach is preferred when the aim is
to significantly reduce risks to EGIS whilst
ensuring the client receive an offer that adds
value for money to their requirements.

Note. The Bid Manager must ascertain

that the inclusion of assumptions in
the proposal, or the submission of
an alternative/variant proposal, will
not disqualify our offer, therefore the
instructions to tenderers/bidders must be
checked before adopting this approach.

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CONTENTS A B C

A1. MANAGING CONTRACT IN BID PHASE

1.9 BID PHASE THAT INCLUDES A NEGOTIATION PERIOD (AS THE CASE MAY BE)

INPUT DATA PROCESS OUTPUT DATA

1. Legal and Contractual Review of Terms & Conditions Should the tender procedure include a Gather information. Review the client’s • Encourage a collaborative negotiation: 1. Negotiation follow-up
(T&C). period for negotiation, depending on the requirements, the clarifications log (pre- which should provide long term mutual During the negotiation phase, it is advisable
Although T&C are often standardised, they may contain gaps tendering process chosen by the Client, and post-bid submission), and the Risk & gains rather than immediate short-term to follow up and capture in a spreadsheet any
and ambiguous requirements that could cause confusion, the negotiation should not only concern the Opportunity Matrix - ref. EGIS CM A1.2 Risk wins
amendments to the T&C, particularly those
bidder’s offer (cf CM Book 1.8 Commercial Management.
or adversely affect our price or performance. The legal and Win-Win negotiation: “The negotiating carrying a higher level of risk.
Response) but also the Terms and Conditions • Establish the negotiating parameters
contractual review provides the essential input from our process is continual, not an individual event.
of the Contract as possible (although in and any perceived conflict areas as
Legal team and our Contract Management team on the Good negotiating outcomes are a result of 2. Best And Final Offer (BAFO)
public contract the room for negotiating early as possible, trying to understand
contractual terms proposed by the client at bid stage. good relationships, and relationships must Means “the final offer provided by an Offer or
Terms and Conditions may be very narrow). clearly the issues for EGIS (and for the be developed over time. Because of that, at the conclusion of discussions in response
Preparation of this negotiation involves the client). These will form the basis of our
2. Scope and Terms of Reference (ToR) following activities:
good negotiators are constantly looking for to a Request for Proposal. Thus, regardless of
discussion / negotiation. opportunities to enhance the relationship and
Provide the technical specifications for services delivery, • Understand your stakeholders. the length or number of discussions, there will
• Set your objectives. Clarify where strengthen their position with their client” –
including the regulations and standards required for meeting It is important to know the people you want or need the client to move to be only one request for a revised Proposal. The
APMP BOK
country-specific requirements, e.g. HSE, OHS, etc. This may with whom the negotiation is to take and what you will and will not be able decision to award will be based on the score of
contain technical requirements which may entail significant place. An understanding of their to accept. Always strive to negotiate the BAFO, also called Final Proposal Revision
risk to our Group (B00-087 Appendix 7). individual objectives, roles, and issues in favour of EGIS business; the four (FPR)”. – Definition by Lawinsider
will facilitate better handling of the Note. Contracts with a high criticality
principles below may guide you:
3. CRE’s Opinion / Recommendation negotiation process. It is helpful to have • Do not give without getting,
level shall require direct involvement
The CRE and Board of Directors’ recommendations will be established a rapport with the client of a Contract Manager / DCM who will
• Be aware of the other party’s be able to advise and support with the
recorded in the Bid – No Bid process and in the CRM File. prior to the bid phase (in business deadlines,
development phase) because this can risk analysis and mitigation during bid
• Be prepared to settle for what is fair, production.
4. First offer as submitted determine how cooperative the client
• Be prepared to walk away
Means the first offer submitted to the Client (ref. CM Book may be. DCM representative may participate to
1.8 Commercial response) presenting our methodology with the negotiation meetings as the case
respect to the services to be delivered and our Price. Depending may be.
on the tendering process chosen by the Client, this offer may
be negotiated with the Client

It’s a good idea to identify

areas that can be negotiated
and those that can’t.

Figure 2 - In more collaborative negotiations, parties

show more concern for one another while carefully
seeking an equitable outcome – APMP BOK.

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CONTENTS A B C

A2. PARTNERING ARRANGEMENTS

Understanding our capabilities Agreements in pre-qualification phase Teaming agreements drafting Types of consortium partnerships arrangements
Normally during the business development phase, we would The Bid Manager / Director is responsible for ensuring that Teaming agreements should include as a minimum: A consortium is two or more suppliers coming together to
have gathered key intelligence around our client’s needs and the right teaming arrangements are made and reflected in • Clearly defined scopes of work, product or service bid. There is no limit to the number of members that may
the required capabilities to deliver the services. Adequate the Pre-Qualification questionnaire or Standard Selection specifications, and targeted percentages of work volume be in a consortium, only a practical limit. Consortia are not
collection of this intelligence leads to the development Questionnaire (PQQ or SQQ). The pre-qualification requisites or value (if appropriate), required to have a particular legal form to submit a bid, but
of preliminary strategies, solution approaches and the will determine whether EGIS role will be that of a lead or • If EGIS is sub-contractor to a Contractor, specified normally, clients will require that a single entity, a Lead
identification of any gaps in our capabilities to inform our not. For instance, there may be pre-requisites imposed by allocation or sharing of opportunity and proposal costs for Applicant or a representative, enter into the contract with
strategy for teaming arrangements. Accordingly, and the client that could significantly limit, if not impede, our any design activities provided, including design checks and them. Consortia arrangements can include:
depending on the project’s complexities and the client’s ability to bid as the Lead Applicant and / or affect the type reviews, • INCORPORATED JOINT VENTURE (JV) - a joint venture
requirements, EGIS may require the support of other of consortium / subcontracting arrangements that we can • Legally binding confidentiality agreements, clauses company or special purpose vehicle (SPV) is a company
companies when bidding for an opportunity to either form. These may include the provision of a Parent Company requiring exclusivity of bidding/teaming on the targeted set up by the members of a consortium for the purposes
augment or complement our capabilities and/or to increase Guarantee (PCG) from the Ultimate Company , in our case procurement, and clauses specifying the allowable of delivering one or more specific contracts. A JV entails
our win probability. EGIS SA (which is rarely accepted to be issued); specific reasons for and legal procedures, cost reconciliation, a share of responsibilities and liabilities between the
financial stability requirements, e.g. credit agency scoring, and limitations on future ability to bid on the targeted partners and is defined by a JV agreement.
Selecting teaming partners
financial thresholds, etc.; certain types of liabilities, e.g. procurement should a member wish to terminate its • UNINCOPORATED JV: does not exist as separate legal
There is a delicate balance of strategy and tactics required aggregate or on each and every claim, etc. entity and includes contractual joint ventures where
participation before award of the targeted contract.
to assemble the winning team. “While an effective teaming the participants agree to associate as independent
It is crucial that these pre-requisites and their associated The EGIS BOOK details the process to be followed when
strategy can significantly improve a bidder’s win probability, contractors, rather than as shareholders in a company or
risks are identified, mitigated, and discussed at Go – No Go teaming arrangements are made, this includes:
a poorly executed strategy can create serious performance, partners in a legal partnership.
and CRE (where applicable), as well as whether the teaming
reputation, legal, and financial problems.” – APMP BOK. • the ethics and compliance process (B00-076);
arrangements proposed will satisfy them fully. Establishing • PRIME WITH SUBCONTRACTOR – at times EGIS may
While forming consortia and sub-contracting arrangements • Consortium Memorandum of Understanding (MoU)
these BEFORE the bid starts will help us determine our act as the Prime Contractor and bring along several
may increase our competitiveness, we MUST ensure signed by each partner,
ability to bid, or not, and define the most effective delivery sub-contractors. NB. Subcontractors are not always to be
that these will not negatively affect the EGIS’s brand and • the B00-070 form “Partners’ commitments to ethics”
model for project and contract’s execution. declared to clients in the qualification phase, e.g. in the UK
reputation. signed by each partner, they are to be declared only if they have been assigned ≥25%
Negotiating and signing effective teaming agreements and • the B00-371 form “Declaration of commitment” signed by
The selected partners and teaming arrangements deployed of the contractual obligations (which is not the case in France
subcontracts. each partner,
may affect our Contract Execution (P2), hence why it is crucial especially in public contracts).
to choose the right partners and the right arrangement not It is very important that upon selecting our teaming partners, • every CV signed (internal employees or partners) by the
SUBCONTRACTOR TO PRIME – at times EGIS may bid as a
only from a bid strategy perspective, but also regarding what we negotiate and document all the operational, financial, CV owner, initialed on each page (imitation or scanned
sub-contractor to a Prime Contractor. NB. Some Contractors
is best during the management of the contract, if awarded and legal aspects of the agreements. The terms and signature prohibited),
may decide to apply the client’s contract T&C “back-to-back” on
the bid. conditions of the teaming and subcontracting arrangements • the “Declaration of veracity” form signed by each partner their subcontractors.
must be mutually acceptable. If there are multiple team (B00-371),
Egis as sole supplier: it is when EGIS is the only bidder and subcontractors or members in the consortium, then terms • the Confidentiality Agreement form (B00-433:437),
will not rely on any other entities outside the Group. This and conditions must be coordinated and cohesive across all • and records of any Conflict of Interest (B00-456).
approach would typically apply generally to contracts with our partnerships.
limited level of risk.

GLOSSARY

MEMORANDUM OF UNDERSTANDING (MOU): MOU is an agreement PRIME CONTRACTOR: is the legal entity responsible for the work on INCORPORATED JV: an incorporated joint venture is created by two
between two or more parties outlined in a formal document. It an entire project. They hire and lead other contractors, known as or more business owners, entrepreneurs or investors who come
is not legally binding but signals the willingness of the parties subcontractors, providing the leadership and coordination work. together for a project or a commercial activity and contribute
to move forward with a contract. The MOU can be seen as They are in a direct contract with the Client (the project Owner). money, effort, knowledge or resources to set up a new legal
the starting point for negotiations as it defines the scope and entity.
SUBCONTRACTOR: A subcontractor is a contractor or consultant
purpose of any future agreements.
hired to do a specific task by the Prime Contractor on a project. UNINCOPORATED JV: do not exist as separate legal entities and
CONFLICT OF INTEREST: It is any situation in which a person (or a They are NOT in a direct contract with the client, but with the include contractual joint ventures where the participants
company) who participates in the procedure for the award of Prime Contractor. agree to associate as independent contractors, rather than as
a public contract or is likely to influence the outcome thereof shareholders in a company or partners in a legal partnership.
LEAD MEMBER OR CONSORTIUM LEAD: means the member of the
has, directly or indirectly, a financial, economic or other
Consortium (if the bidder is a Consortium), whom it is proposed APMP: Association of Proposal Management Professionals
personal interest that might compromise their impartiality or
will enter into the contract agreement with the client, if the bid is promotes the professional growth of its members by advancing
independence in respect of the procedure – EU Ordinance No.
successful. the arts, sciences, and technologies of winning business.
2015-899 of 23 July 2015 relating to public contracts, Clause 48.

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CONTENTS A B C

A2. PARTNERING ARRANGEMENTS

2.1 ESTABLISHING PARTNERING AND/OR SUB-CONTRACT ARRANGEMENTS

INPUT DATA PROCESS OUTPUT DATA

Know Your Customer (KYC) SWOT Analysis • the brand recognition, e.g., which team will specific contracts. A JV entails a share of SWOT Analysis (Strengths, Weaknesses,
The KYC process MUST be carried For large and complex opportunities identifying
make the most sense to the client? Which team responsibilities and liabilities between the Opportunities, Threats):
out for every client and partner will the client be most comfortable with? partners and is defined by a JV contractual This analysis will help us assess our company’s
gaps and deficiencies in our capacity (resources
• the contract’s obligations, e.g., what structure agreement – Ref. EGIS Book B00-350. relative competitiveness and to identify potential
well ahead of any contractual available) and capability (ability to deliver the
requirements) will be key to set up adequate will enable operational efficiencies? Does the • UNINCOPORATED JV (Consortium): do teaming candidates that would neutralize
agreement, including MOUs. The
client require teams’ co-location, or hybrid/ not exist as separate legal entities and
term “customer” encompasses teaming arrangement that will strengthen our our weaknesses, improve our organization’s
position in the bid against our competitors. This will remote working is acceptable? What about include contractual joint ventures where the
clients, financers, partners of all competitiveness, and win probability.
require a practical assessment of our strengths known and hidden costs? participants agree to associate as independent
sorts (contractors, co-contractors, • the added value, e.g., does one structure offer contractors, rather than as shareholders in a
subcontractors, etc.). The KYC and weaknesses (SWOT) against the client’s Non-Disclosure Agreement (“NDA”)
requirements, preferences, and expectations, any other competitive advantages? Innovative or company or partners in a legal partnership.
(Know Your Customer) process Must be signed before any discussions between
and compare them with those of competitors’ sustainable solutions? • PRIME WITH SUBCONTRACTOR – this type of
aims to improve knowledge of the future business partners and prior to any
resources, capabilities, potential solutions, etc. arrangements is regulated by the EGIS Book
Teaming arrangements can include: exchange of information. The NDA governs
parties involved in our contract, Compile the results in a tabular array such as a process B00-468 & B00-469.
• JOINT VENTURE (JV) - a joint venture company the confidentiality rules for the exchange of
strengthening our Group’s legal worksheet or a PowerPoint presentation – Fig. 1. • SUBCONTRACTOR TO PRIME – this type of
or Special Purpose Vehicle (SPV) is a company information (called «Confidential Information»)
and financial standing – EGIS Book arrangements is regulated by the EGIS Book
Teaming partners should be selected based on: set up by the members of a consortium between Parties and the terms and conditions of
(B00-076) for the purposes of delivering one or more
process B00-466 & B00-467.
• their ability to increase win probability, e.g., the exchange of information. It is important to
EGIS and its managers can be held
existing relationships with the client; unique identify EGIS’ role to choose the right template.
responsible if, unbeknown to them:
technical capabilities; unique insight of the Four different templates of Non-Disclosure
• a partner or subcontractor project’s requirements; etc.
infringes anti-corruption laws or Agreements are available – Ref. to EGIS Book
• their ability to augment / complement our B00-434, B00-435, B00-436 & B00-437.
regulations, capabilities, providing resources that are
• the financial flows entering or suitably qualified, local and available.
exiting EGIS, as part of payments • their ability to work cohesively with the team
made within the context of and client under the conditions of the proposed
a project, intercept a money contract, sharing values and aspirations, e.g.,
laundering circuit. transparency, sustainability, etc.
To avoid becoming unwittingly Teaming Arrangements
involved in an illegal operation it
When potential partners have been identified and
is important to know the different
approached, we must secure our partnership.
stakeholders in our projects. Avoid detailed discussions of win strategies until
the firm has committed to joining the team and
signed a Non-Disclosure Agreement (NDA) – Ref.
EGIS BOOK B00-433, 434, 435, 436, 437.
The next step will be to determine which teaming
structure will put us in the best position to meet
the client and the bid’s requirements.
It is key to understand:
• the contractual requirements, e.g., is EGIS
capable of undertaking and be responsible for Figure 3 - SWOT (Strengths, Weaknesses, Opportunities and
all the liabilities? If not, can we share by forming Threats) is a simple but useful framework for analyzing your
a JV? What risks are entailed? organization’s strengths and weaknesses and the opportunities
and threats that you face. It helps you focus on your strengths,
• the financial requirements, e.g., is EGIS able to minimize threats, and take the greatest possible advantage of
meet and absorb any financial risks? opportunities available to you – APMP BOK

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CONTENTS A B C

A2. PARTNERING ARRANGEMENTS

2.2 MEMORANDUM OF UNDERSTANDING (MOU)

INPUT DATA PROCESS OUTPUT DATA

Know Your Customer (KYC) What is a Memorandum of Understanding and effort involved in negotiating and drafting Residual risks Memorandum of Understanding (MOU)
The KYC process MUST be carried out for every (MoU)? an effective document. A non-legally binding agreement between parties
In case one or some of the teaming partners
private client and partner - clients, financers, A MOU is an expression of agreement to Contents of the MoU have no appropriate processes in place to that clearly states what parties are involved, the
partners of all sorts (contractors, co-contractors, proceed. It indicates that the Parties have
The process often begins with each party
manage risk and/or refuse to adopt one context of the agreement, the proposed date of
subcontractors, etc.) - well ahead of any reached an understanding and are moving or more proposed specific objectives and when the agreement will become effective, the
effectively drafting its own best-case MoU. It
contractual agreement, including MOUs. The KYC forward. Although it is not legally binding, what we expect from one another within the contact details of all relevant parties, the broad
considers its ideal or preferred outcome, what
(Know Your Customer) process aims to improve it is a serious declaration that a contract is Consortium, the residual risk for EGIS must purpose of the agreement, and what each party
it believes it has to offer to the other parties,
knowledge of the parties involved in our contract imminent. be carefully assessed – Ref. CM Book A1.2 Risk is hoping to achieve, as well as a space for all
and what points may be non-negotiable on its
Management.
strengthening our Group’s legal and financial Although a MOU is not legally binding, it allows side. This is each party’s starting position for necessary signatures.
standing – EGIS Book (B00-076) parties to prepare for signing a contract by negotiations. A decision as to the most appropriate form The MOU will inform the future teaming contract
explaining the broad concepts and expectations of action (continue while observing certain agreements between EGIS and their teaming
The MOU should clearly outline specific points
Non-Disclosure Agreement (“NDA”) of their agreement. Communicating in clear precautions, replace the non-cooperating partners, in case of contract award.
of understanding, including what parties are
must be signed before any discussions between terms what each party hopes to gain from an partner, withdraw from the consortium,
involved, the context of the agreement, the
future business partners and prior to any agreement can be essential to the smooth etc.) must be taken by the BL’s Executive
proposed date of when the agreement will
exchange of information. The NDA governs execution of a binding contract in the future. Management, after obtaining the opinion of
become effective, the contact details of all
the confidentiality rules for the exchange of the Risks and Commitments Committee (CRE)
relevant parties, the broad purpose of the
in liaison with the Contract Management
information (called «Confidential Information») The purpose of the MoU is to strengthen agreement, and what each party is hoping to
Department and the Legal Department as the
between Parties and the terms and conditions of EGIS standing of our partnerships and achieve.
case may be – Ref. CM Book A1.6 CRE File and
the exchange of information. It is important to teaming agreements. Please refer to the template issued from the CM Recommendations.
identify EGIS’ role to choose the right template. Legal Department
Four different templates of Non-Disclosure
Agreements are available – Ref. to EGIS Book Why should EGIS sign an MOU?
B00-434, B00-435, B00-436 & B00-437. An MOU is important because it allows each
party to clearly state their objectives and what
they expect from one another. Drafting a MOU
can help solve any disputes before each party
enters a legally binding contract. Furthermore,
by clearly laying out what each Party expects of
the other, a MOU provides a blueprint for any
contract both Parties may or may not wish to
draw up in the future.
While not a legally enforceable document, the
MOU is a significant step because of the time

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CONTENTS A B C

A2. PARTNERING ARRANGEMENTS

2.3 ESTABLISHING THE CONSORTIUM AGREEMENTS

INPUT DATA PROCESS OUTPUT DATA

Memorandum of Understanding Type of Partnering Arrangements Book process B00-468. Some liabilities and Committee defined in the JV Agreement, which Consortium agreement
A non-legally binding agreement between parties responsibilities may be shared with the sub- shall decide upon the appropriate allocation of Signed between EGIS and third parties each
The type of teaming arrangements deployed
that clearly states what parties are involved, the contractors depending on the level of risk the services in accordance with the principles time EGIS team up with third parties in order
may affect our Contract Execution (P2),
and the agreements established in the MOU set out in Clause 6 above.
context of the agreement, the proposed date of hence why it is crucial to choose the right to tender for and execute a contract in relation
during the bid phase.
when the agreement will become effective, the arrangement not only from a bid strategy Close out of JV agreement to provide consultancy or specialised services
contact details of all relevant parties, the broad perspective, but also regarding what is best 3. EGIS Book B00-467 - where EGIS bid as a sub- either to a client, another consultant or a
This Agreement shall be effective from the
purpose of the agreement, and what each party during the management of the contract, if contractor to a Prime Contractor, this type contractor. It applies to both tendering (P1) and
date of its signature by all the Parties and
is hoping to achieve, as well as a space for all awarded the bid. of arrangements are regulated by the EGIS post tendering stage (P2 contract execution).
shall remain valid until fulfilment of all the
Book process B00-466. The Prime Contractor
necessary signatures. Consortium agreements are made between contractual obligations, including full and
would normally provide the terms for the Sub-contract agreement
two or more suppliers coming together to final settlement of all accounts and litigation
CRE File (if applicable) agreement, and it is our responsibility to
bid during a procurement. There is no limit between the Parties and the Client as well as Signed between EGIS and third parties each
review and negotiate the terms during the
This not only informs about the contractual issues to the number of members that may be in a among the Parties. time EGIS decides to outsource services to
bid and before signing of the contract, in
and risks identified in the tender documents, consortium, only a practical limit. Consortia third parties in order to tender for or execute
case of an award.
but also address them in providing possible are not required to have a particular legal a contract in relation to provide consultancy or
solutions in terms of contract management to form to submit a bid, but normally, clients will Nota Bene. Sometimes, a Prime Contractor specialised services either to a client, another
be implemented all along the execution of the require that a single entity, a Lead Applicant, may decide to apply the Client’s contract T&C consultant or a contractor. It applies to both
or a representative, enter into the contract “back to back” on their subcontractors, the
Contract (P2) – Ref. EGIS Book B00-087, B00- tendering (P1) and post tendering stage (P2
with them. level of risk entailed is to be precisely evaluated
086. contract execution).
before signature.
The Lead Applicant should have been
established when drafting the MOU, hence
very early in the bid process. Depending on
Note. You should draft this type of agreement
EGIS position and role within the consortium
in consultation with the Legal Department and
the following agreements would apply:
the Contract management Department – Ref.
1. EGIS Book B00-449 – when EGIS is in a to EGIS CM Book A1.3 Criticality Grid, A1.2 Risk
joint venture company or Special Purpose Management and A1.6 CM Considerations in CRE
Vehicle (SPV). A JV entails a share of File.
responsibilities and liabilities between the
partners and is defined by a JV contractual
Review/modification of JV agreement
agreement, the process can be found in the
EGIS Book B00-0048. During the performance of the Contract, the
Client may instruct the Parties with changes
in the Project or amendments to the Contract,
Note. Always draft this type of agreement in the acceptance of such instructions and
consultation with the Legal Department and its breakdown shall be previously agreed
the Contract Management Department – Ref. upon between the Parties to the Consortium
to EGIS Book B00-048 and EGIS CM Book A1.3 Agreement on the understanding that a Party
Criticality Grid, A1.2 Risk Management and A1.6 shall have priority in obtaining the execution of
CM Book Considerations in CRE File. new services which have a direct link with its
scope of services.
2. EGIS Book B00-469 – if EGIS acts as the However, should it appear during the
Prime Contractor and bring along a execution of the Contract that such allocation
number of sub-contractors, then this type between the Parties needs to be clarified, the
of arrangements are regulated by the EGIS matter shall be referred to the Management

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CONTENTS A B C

A3. POST- AWARD ACTIVITIES

The Contract lifecycle can be divided into two key phases: This is also a transitioning phase between two of EGIS’ 2. Chair a hand-over meeting with the Project Manager The post-award strategy consists of establishing a form
Pre-award and Post-award. During the pre-award phase, overarching processes: P1 (contract acquisition) and P2 and contract execution team’s key stakeholders, e.g., of «roadmap» for the attention of the Project Manager on
we would have: (contract execution) – Fig. 1. Commercial Manager, Contract Manager (where required), how to approach the management of the Contract from
• Assessed the risk involved in the Contract and have Project Director, etc. . This will help mitigate any potential the contractual point of view, emphasizing the risks to be
The transition will involve two teams: the bid team (P1) and
developed commensurate mitigation strategies (Ref. CM for issues and problems arising during contract execution. continued. to minimize and the opportunities to be developed
the contract execution team (P2) – Ref. CM Book A1.4 Early
Book A1.2 Risk Management); Furthermore, a comprehensive post-award handover to improve the remuneration.
application of CM in bid process.
• Developed and deployed our winning strategy to ensure meeting can set the foundation for effective communication
our proposal met the client’s requirements (as far as The Bid Manager / Director will be responsible for ensuring a and set the expectations between EGIS and the client.
possible); smooth transition of roles and responsibilities, providing the
Fig. 3 shows the full process as explained in the EGIS Book
Project Manager and the contract execution team with all
• Established the optimum team structure/organisation and from the detection of an opportunity through to analysis,
the necessary information that will help them perform the
our delivery model for the contract (Ref. CM Book A2 all production of the bid proposal (P1), contract commencement
contract in alignment with our proposal and the contract’s
section); and and execution (P2).
requirements we have subscribed to.
• Queried and negotiated down any potential risks to our
business before signing the contract (Ref. A1.5 Clarification Consortia and partnering arrangements (MoU’s and
& Negotiation & A1.8 Commercial response). contractual agreements with our partners - including sub-
contractors) established during the bid phase may require
We should ensure that all the steps above have been met
further negotiation after awarding of the Main Contract,
BEFORE submitting our proposal and/or signing the contract.
during the initial phase of the contract execution.
Business-winning consultants understand the importance
Accordingly, the Bid Manager / Director shall:
of reaching a win-win negotiation: where both sides are
satisfied with their agreement. This may ensure long-lasting 1. Prepare a contract management hand-over file
and successful business partnerships. comprising:
• Contract administration requirements: covering scope,
It may happen that the Client requires a final offer to be
T&C, performance securities, insurances, quality,
submitted to endorse all negotiations that may have occurred
reporting, communications, etc.
after the submission of the first offer.
• Contract risk & mitigation matrix: this would have been
Once the Contract is awarded, the post-award phase prepared during the bid phase to capture and mitigate any
begins. Although some negotiations may have taken place potential contractual risks – please refer to A1.3 Criticality
during pre-award, it may be necessary to proceed with the grid, A1.2 Risk management and A1.6 CM considerations in
Contract finalization before the signature of the Contract, if the CRE file. The matrix will inform the risk & opportunity
the Contract Terms and Conditions have not been negotiated register during contract execution (P2) – ref. to CM Book
during the Bid Phase. B1.1 Establish the contractual risk register.
It is during the post-award phase that the team structure/ • MOU and subcontracting agreements, some of them
organisation is refined between parties and endorsed; fee is may require finalization or further negotiation depending
finalised / confirmed with the Client (sometimes clients may on the Contract as finalized with the Client.
ask for a BAFO); and further contractual negotiations may • Post award strategy based on the risk and opportunities
Figure 3 - Full procurement as
continue between EGIS and the Client. as foreseen at tender stage. described in the EGIS Book

GLOSSARY

BEST AND FINAL OFFER (BAFO): means the final offer provided CONTRACT FINALIZATION: means the possible necessary fine the remuneration and the result. This is a form of
by a bidder at the conclusion of discussions (as the case tuning of the contract which may be carried out after the «roadmap» intended for the future Project Manager at
may be) in response to a Request for Proposal. Thus, Contract is awarded and before it is signed by the Parties the commencement of the execution of the contract
regardless of the length or number of discussions, there (if the Terms and Conditions have not been already
P1/P2 TRANSFER: This phase aims at transferring all
will be only one request for a revised Proposal. The discussed and agreed during negotiation phase).
information related to the tender period to the future
decision to award will be based on the score of the BAFO,
EXECUTION STRATEGY NOTE: This is a note drawn up by the Project Manager, to enable him to take charge of the
also called Final Proposal Revision (FPR). – Definition
Bid Manager/Bid Director detailing the strengths and Contract with a sufficient level of knowledge. in relation
by Law insider. The opportunity to submit a BAFO would
weaknesses of the offer according to the risks identified to the environment of the Contract and to the technical
depend on the tendering process chosen by the Client.
in the tender phase, and presenting the strategic and financial engagements endorsed by Egis with the
axes imagined and integrated to the offer to improve offer

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CONTENTS A B C

A3. POST- AWARD ACTIVITIES

3.1 CONTRACT FINALIZATION

INPUT DATA PROCESS OUTPUT DATA

1. Terms & Conditions (T&C) or contract’s In case the Terms and Conditions of the the Project Manager, and the Contract The principle of this negotiation is to reiterate Contract Agreement
requirements. Contract have not been negotiated during the Management Department (CMD) - where what the client has clarified during the bid it is a legally binding document that formally
Bid Phase (ref A1.6 Negotiation Period), the post required, planning our negotiation strategy phase, until all inconsistencies into the Terms states and explains the terms of agreement,
2. Scope and Terms of Reference (ToR) award negotiation phase, after the Contract to ensure effective agreements on the exact and Conditions have been resolved. Terms of
obligations and conditions between EGIS and
or services and deliverables technical has been awarded and before it is signed by Terms of the final Contract. Reference may be amended as well to reflect
the Parties and notified to EGIS may be very these clarifications properly.
another party for the delivery of services and
requirements & specifications. The negotiation should be limited to at what cost.
limited., considering that when submitting
introducing the responses to the clarifications Once the Contract is finalized, it is signed
the offer, the Consultant may have already
3. Clarification Log containing all tender as provided by the Client at Clarifications by the Parties and generally notified to the
subscribed to the contract’s Terms and
queries and clarifications provided by the period into the Contract, rectify arithmetic Consultant.
Conditions.
client throughout the proposal development, errors in the financial offer for example, render
including clarifications and amends to the The Bid Manager / Director should work with all contractual documents consistent one with
T&C and / or the scope, including those items the Business Development Manager / Director, each other.
issued after bid submission up to contract
signature.

4. Technical and Financial Offer

5. Letter of award

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CONTENTS A B C

A3. POST- AWARD ACTIVITIES

3.2 SKETCH OUT THE CONTRACT EXECUTION STRATEGY (POST-SIGNATURE)

INPUT DATA PROCESS OUTPUT DATA

1. Client’s Requirements: The Bid Manager / Director will support the shall delineate the Contract Execution Strategy • Global contractual strategy resulting from Contract Execution Strategy
a. Terms & Conditions (T&C) or contract’s Project Manager and the Contract Execution by drafting a Contract Execution Strategy note the tender process aiming at improving means our approach to managing the contract’s
requirements as signed by the Parties, team in defining the Contract Execution at bid stage summarizing: remuneration and/or margin, characteristics such as deliverables, deadlines,
Strategy. • General balance of the Contract, incl. • Contractual global roadmap incl. first
b. Scope and ToR (Terms of Reference) and contract terms & conditions to meet
strengths and weaknesses of the Contract steps to be undertaken regarding Contract
means services and deliverables, technical Although the primary responsibility lies the client’s expectations and increase our
with the Contract team, the Bid Manager / Terms and Conditions and of the Terms of Administration.
requirements and specifications, remuneration and margin.
Director will play a crucial role in providing Reference,
c. Clarification Log containing all tender This contract Execution Strategy note
key information to the future Project Manager, • Strengths and weaknesses of the offer, incl. established at bid stage shall be included into
queries and clarifications provided by the client quick description of the delivery model for
such as: the handover package as described in CM
throughout the proposal development, including the services as included in our technical
clarifications and amendments to the T&C and / • our delivery model that was proposed Book A3.3 Hand over notes.
to the client in our bid submission, if offer,
or the scope, including those items issued after • Pricing strategy,
any requirements could not be met or
bid submission up to contract signature. an alternative proposal was submitted, • Strengths and weaknesses of the
Based on this input, the Project Manager will
the Project Manager and team MUST be Consortium organisation,
2. Contractual Review. be able to develop the best strategy for the
informed. • Opportunities to increase the remuneration Contract execution and management.
It is key to seek advice from the Contract of the Contract or the global result,
• Terms & Conditions review, the Project
Manager (DCM) to ensure contractual terms Manager and team MUST be provided • Global relationship with the Client, incl. The Bid Manager / Director will remain at
are reviewed and where risks cannot be avoided with the Contractual Note prepared by Client’s expectations beyond the Contract their disposal during the initial set up phase
that appropriate mitigation measures have been the Contract Management representative requirements, for any further support they may require.
agreed and put in place. (CMD) in liaison with the Legal
Representative (DJU) and the CRE’s opinion
3. Contract Risk & Mitigation Matrix: / recommendation from the Bid – No Bid
This would have been prepared during the bid process contained in the CRE File.
phase to capture and mitigate any potential • Quality & performance requirements
contractual risks. covering KPIs, clawbacks (if any), penalties,
liabilities, subcontractors, etc.
4. CRE recommendations (where • Reporting & communications including
applicable) key stakeholders’ contact details, meeting
CRE recommendations are provided, following the requirements and frequency of reporting.
CRE meeting. • Pricing schedule, any assumptions,
exclusion, etc, that we have accounted for
5. Technical offer in our price MUST be discussed with the PM
EGIS final (as the case may be) Technical offer and contract team.
based on the Client’s requirements, T&C, scope • Consortia and partnering arrangements:
of work, delivery model, technical specifications, The Project Manager and contract team
Egis methodology, etc. may have to ensure that these are further
negotiated (if required), signed and
6. Financial offer implemented as agreed with the partners. It
Means the EGIS final (as the case may be) offer. may be necessary to finalise further sub-
contract agreements.
7. Consortia and Partnering Arrangements:
Based on all info gathered by the Bid Manager/
Including MoU’s and contractual agreements Bid Director during the tender phase until the Figure 4 - Global Contract
stipulated with our partners (including sub- signature of the Contract, the Bid Manager Management Framework
contractors) during the bid phase.

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CONTENTS A B C

A3. POST- AWARD ACTIVITIES

3.3 CONTRACT MANAGEMENT HANDOVER

INPUT DATA PROCESS OUTPUT DATA

1. Bid proposal, our written offer to the Client which The Bid Manager / Director shall provide 3. The bid proposal and the pricing • Reporting and Communications Contract handover package:
demonstrate how EGIS will meet the client’s deliverables the Project Manager and the Contract schedule as approved and accepted including key stakeholders’ contact The Bid Manager / Director shall gather all
and for what price. This includes our delivery model: Execution team with a Contract handover by the client. In particular, the Project details, meeting requirements and the relevant contract information and produce
the resources, process, and procedures that we will deploy package. Manager must be informed of any frequency of reporting.
a written form highlighting programme,
assumptions, qualifications, etc, that • Contractual Strategy Note established by
to meet and deliver the client’s expectations and the To help the Project Manager in commencing deliverables, price, and resourcing (where
have been accounted in our price and the Bid Manager
contract’s requirements. The bid proposal may also include the Contract Management properly, the required) etc... This transfer checklist must
that the client has accepted.
our proposed programme delivery plan. package shall comprise the following: 6. 
The Contract Risk & Opportunity include all Contract Management item necessary
4. T
 he partnership agreements Matrix that the Bid Manager / Director for the Project Manager to carry out properly the
1. The contract documentation as received
2. Pricing schedule and resourcing schedule by the client, 5. A
 written Handover Report covering: prepared during the bid phase – ref. to necessary activities in Contract Management as
providing details of resources with rates and timeline for CM Book A1.3 Criticality Grid, A1.2 Risk soon as the Commencement of the Contract is
2. The Contractual and legal review note • Deliverables and our proposed
mobilisation, as accepted by the client at bid stage and Management and A1.6 CM considerations
prepared by the Contract Management delivery model, including contractual notified
post-bid negotiation phase. in the CRE File. The matrix will inform
representative (CMD) in liaison with the agreements stipulated with our partners
the Risk & Opportunity Register during
Legal Representative (DJU) for the CRE and subcontractors.
3. The contract agreement: contract execution (P2) – ref. to CM
meeting (when applicable) during the bid • The programme proposed at bid stage, if
Book B1.1 Establish the contractual Risk
• Contract Terms & Conditions defining the contract’s phase along with the Recommendation available, and details of resources with
Register.
characteristics such as deliverables, deadlines, contractual from the Bid – No Bid process (including rates and timeline for mobilisation, if
terms for comms, reporting, liabilities, etc. the CRE opinion when applicable) – Ref. available.
• Terms of Reference (Scope of work) defining the client’s to CM Book A1.5 Clarification period and • Any performance requirements covering
requirements and the technical specifications that the Negotiation & A1.6 CM Considerations in KPIs, clawbacks (if any), penalties,
supplier must meet to deliver the project. CRE File. termination, liabilities, etc. that the PM
must be aware of.
4. CRE recommendations (where applicable). CRE
recommendations are provided following the CRE meeting.

5. Risk management matrix summarizing the major risks

and opportunities and their likelihood and impact, providing
a strategy for mitigation, or implementation, defining
responsibility within the project team.

6. Note on contractual strategy summarizing the road map

to follow regarding contract management.

7. Partnership agreements (MOU, Consortium agreement +

subcontract agreements)

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CONTENTS A B C

B1. MANAGE RISKS AND OPPORTUNITIES OF THE CONTRACT

All contracts signed by Egis, whether as a partner (leading or The management of the risks and opportunities of a contract PROCESS
not), or sole contractor, involve a certain amount of risk, and will also be based on the analysis of the risks based on the
allow a certain part of opportunities. To ensure the success contract stipulations, but also of the risks and opportunities
of these contracts, it is necessary to clearly understand the of the Client’s Project’s performance and subsequent impacts
allocation of risk, which is usually defined through the rights on our contract. Thus, a risk of slippage in a Project’s deadline
and obligations stipulated in the contract for each party as may have a beneficial impact to our contract by giving the
well as the duties and deliverables required within the scope opportunity for a time and/or financial amendment, for
of the contract. This is necessary to control risk effectively example.
throughout the performance of the contract, in conjunction
Any Project and any contract should account for risks and
with our Clients, partners and Sub-contractors.
related management from start to finish. For this reason, it
Contract risk management is therefore a key element that is important to clearly distinguish the Risk Management of a
must contribute to the success of our contracts by allowing Project, on which we may have a specialist risk management
effective and relevant decision-making in a timely manner. role assigned to us by the Client (for example as part of our
Part of the risk management process is to understand the supervision role or project management role on behalf of the
commercial outcomes of risk areas and be able to assess the Client), from that of the Risk Management of the contract of
value of these and contribute to the risk management and Egis with the Client, which is a task that must be completed
mitigation process. It must be one of the tools for managing starting from the tender stage and during the carrying out of
our contracts par excellence. the Services up till the close-out of the contract of Egis.
The risk management of a contract shall be carried out by The objective of this group of processes is to focus on the
considering all potential risks and their effects on successful management of contractual risks and opportunities, which
performance of the contract, but also by considering any constitute a subset of the risks and opportunities of our
opportunities to improve the margin or any other success contracts. The methods implemented are similar to those
criteria (KPIs) defined in the Contract Management Plan. Risk Management tools used on major projects.

GLOSSARY

CONTRACT: According to the CMBOK guide published by the NOTE: A Project should therefore not be confused with a RISK LEVEL: It corresponds to the importance of a risk or CONTRACT RISK: Risk related to our contract having an
NCMA (6th edition), a Contract is “A mutual binding, legal Contract, for which Egis and its subsidiaries, will most of a combination of risks, expressed in terms of their impact on the margin or the result of our contract.
relationship that obligates the seller to furnish supplies often relate to Services to be completed within the consequences and their likelihood.
CONTRACT RISK MANAGEMENT PLAN (PMRC): This is the document
or services and the buyer to provide consideration in framework of the Project (e.g.: Design, Works Supervision,
OPPORTUNITY: An opportunity is defined as an uncertainty describing the risk management policy with regards
exchange for them”. environmental assessment, etc.
that if it occurs would have a positive effect on to the objectives of the contract. It specifies, regarding
PROJECT: According to the PMBOK guide - PMI (6th edition) UNCERTAINTY: It is the state, even partial, of lack of achievement of project objectives. the objectives of the contract, the considered impacts,
- a Project is «A temporary endeavour undertaken to information concerning the understanding or knowledge of criticality, and the Committed Risk Reduction Measures. It
CONTRACT OPPORTUNITY: An opportunity that would have a
create a unique product, service or result». This unique an event, its consequences and/or its likelihood. defines the assignments of risks within the project team,
positive effect on achievement of contract objectives in
result is the purpose of the Project as specified by the depending on the objectives set for the success of the
RISK: Effect of uncertainty on the achievement of objectives improving the result of the contract for example.
Client. contract.

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CONTENTS A B C

B1. MANAGE RISKS AND OPPORTUNITIES OF THE CONTRACT

1.1 ESTABLISH CONTRACTUAL RISKS REGISTER

INPUT DATA PROCESS OUTPUT DATA

1. Contract conditions The Risk Management Plan is an essential part of It can also be useful to hold brainstorming 1. Contract Risk Breakdown Structure
They comprise the general and particular clauses which govern the performance of services required under the the Contract Management Plan. meetings. (RBS)
contract (the “rules of the game”) with regard to rights and obligations, responsibilities, liabilities, including The purpose of the risk management plan is to When establishing the contract risk management This is the flowchart of the Contract risks that
payments, insurances, intellectual property, etc. establish all the risks likely to arise during the plan, it is important that all the contractual risks, can be drawn up from a standard RBS, which
performance of the contract. These risks may some of which may have been anticipated during would include an exhaustive list of the types
2. The legal context relate to: the offer phase, are established (or revised of contractual risks, encountered on current
This is the set of laws and regulations applicable to the contract. • The Client’s project and its potential impact on since the offer), and that their occurrence, contracts.
our contract, potential impact and therefore their criticality are 2. Contractual Risks Register The
3. Terms of Reference (ToR)
• The impact on our staff of the HSS policies that determined. Reference is made to the Procedure Contractual Risks Register can include the
Also referred to as Technical Specifications which describe amongst other things: B00-031 of Egis Book specifying the criteria for
are required for the project, following elements:
• The list of tasks and services included in the scope, • The technical specifications for the required services, • The environment and its potential impact assessing a risk (threat).
• All of the known Contract risks, namely those
• The applicable standards, and • The Client’s Program for the Project and the services. according to the nature of the contract, The contractual risks are classified according to having an impact on the financial performance
4. Technical and financial offer • The risks related to the quality of the services their criticality (or threat) in 3 categories: of the contract,
to be provided, • Minor risk (criticality<= 3)
The technical and financial offers, which may form part of the Contract, describe the commitments made by Egis • The assessment of the criticality (threat) of
• The reputation and the image of Egis, • Moderate risk (criticality >3 and <=6)
in the context of its response to the call for tenders. each risk,
• Customer satisfaction/dissatisfaction, • Major Risk (criticality >6)
5. Clarifications in the call for tenders and Contract negotiation • Risk reduction measures for each Risk
• Legal and/or fiscal issues/constraints,
For each risk, a response strategy is defined on identified as «Major» within the meaning
These are the queries raised by bidders in order to clarify certain points related to the contract, the ToR or the future • Insurances, and insurable/non-insurable risks, the following basis: of Procedure B00-031 of the Egis Book -
performance of the Contract, which may be expressed during the bid phase or contract negotiations, and which are • Intellectual property, etc • Remove the risk: taking measures to eliminate Principles of risk management,
responded by the Client in accordance with the tender requirements. The queries and answers are part of the Contract. the risk entirely.
A sub-group of these risks relates to the • The reassessment of the risks threat after
6. Contextual elements of the Contract contractual aspects that will have a direct impact • Reduce risk: implementing measures to considering the risk reduction measure
Contextual elements to consider are at least: on the financial performance of the contract. Such reduce the probability or impact of the risk,
• The assignment of the owner of each risk
contractual aspects can be related to the following • Transfer the risk: transferring the risk to a
• The risk analysis carried out during the offer phase (Bid/No Bid), including the elements of the CRE files if applicable, within the project team
examples: partner or a subcontractor who are better
• Acceptable risk tolerance, 3. Residual Value of Risks (RVR)
• The nature of the contract (Design, positioned to manage.
• The level of knowledge and proficiency of the project team in risk management, Construction Supervision, Project
The Residual Value of the Risks (RVR) can be
• Accept the Risk: monitoring the risk and its
• The reaction capacity vis-à-vis the Client of the project team Management, etc…), calculated using methods appropriate to the
evolution.
• The Type of contract (lump sum or time importance of the Contract (Montecarlo, or more
• Analysis of the risks and opportunities of the Client’s Project For each contract risk identified as Major, the
based), simply the sum of the products of the monetary
7. Strategy Note prepared up by the Bid Manager possibility of implementing a risk mitigation impact by the likelihood of occurrence). This
• The methods for adjustment of the measure shall be examined. The threat of the risk
This note drawn up by the bid manager aims to highlight to the Project Manager the main challenges of the remuneration of the contract (addenda, value can then be used to define the amount of
will then be re-examined considering the effective
Project for the Client, of the Contract for Egis and its partners, and of Egis towards its Partners within the variation orders, exceptional costs, etc.) potential financial risk (contingencies). During
application of the risk mitigation measure.
Consortium if applicable. This note should identify the strengths and weaknesses of the offer and of the contract • Schedule issues, the delivery of our services, it is up to the Project
by highlighting the major risks and opportunities linked to the call for tenders. This note should constitute a Such risk information shall be developed in a Manager in liaison with the Contract Manager (as
• The resources deployed for the performance of
«road map» for the Project Team with a view to provide guidelines for the execution of the Contract. specific register, the Contractual Risk Register, the case may be) to determine the effectiveness
the contract,
which will be integrated into the initial assessment of the risk reduction measures and to adjust the
• The requirements of the Client,
8. Contract Execution Plan of the Risks linked to the performance of the
contingency value to be included in his financial
• The approval of the deliverables, contract, as integral part of the Risk Management
The Contract Management Plan is both an input and an output of Contract Risk Management. It defines the forecasts.
• Conditions for termination and associated Plan.
objectives and expectations related to the performance of the Contract, as well as the means of achieving them
compensation,
according to the identified risks. As such, it should be updated as necessary. The Residual Value of the Risks (RVR) shall then
• Any damages, indemnifications or deductions
be calculated using methods in adequacy with the
9. Organizational and documentary assets of Egis (Egis Book) that may be applicable as per contract, etc.
level of the contract. This value can be calculated
Among the assets of Egis in risk management, we can list the following: In order to identify these contract risks, a standard before and after implementation of the risk
• The P2 process, • Egis Risk policy list of common contract risks can be used, as mitigation measure, to assess the impact of the
• The Principles of Risk Management (Procedure B00-031) defined in a risk flowchart model to be adapted latter.
specifically to the Contract concerned.

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CONTENTS A B C

B1. MANAGE RISKS AND OPPORTUNITIES OF THE CONTRACT

1.2 ESTABLISH CONTRACTUAL OPPORTUNITIES REGISTER

INPUT DATA PROCESS OUTPUT DATA

1. Contract conditions During the development of the Risk • Develop: This is developing the 1. Opportunity Breakdown Structure
They comprise the general and particular clauses which govern the performance of the services required under the contract (the Management Plan, it is also important opportunity and the positive impact This is the flowchart of the Contract Opportunities
«rules of the game»), regarding rights and obligations, responsibilities, liabilities, payments, insurances, intellectual property, etc. to identify and analyse the contractual associated with it (e.g. additional established based on the flowchart of a standard
opportunities offered by the contract services and providing high calibre
Contract Opportunities Structure
2. The legal context regarding the following possible elements: profiles with favourable rates).
It is the set of laws and regulations applicable to the contract. . • Contract Amendments, • Share: Share with other partners the 2. Contractual Opportunities Register
• Addenda for new scope, opportunity to maximize the beneficial
The Contractual Opportunities Register includes
3. Terms of Reference (ToR) • Additional services, impacts (e.g., include specialist sub-
the following elements:
consultants for additional services).
Also referred to as Technical Specifications, which describes amongst other things: • Project modifications and • All known contractual opportunities, namely
• The list of tasks and services included in the scope; • The technical specifications for the required services; • Time extensions. To approach systematically the following those having an impact on the financial
• The applicable standards; and • The Client’s program for the Project and the services, up of the opportunities, an «owner» shall
These opportunities shall be identified, performance of the Contract,
be designated for each opportunity, in
classified, analysed and evaluated in the • The assessment of the score of each
4. Technical and Financial offer charge of the follow-up activity, and the
same way as contractual risks. All these opportunity,
The technical and financial offer, which may form part of the contract, describes the commitments made by Egis in the context implementation of the strategic response
opportunities shall be collated into a
as necessary. • Opportunity Strategy (Exploit, Develop, Share)
of its response to the call for tenders. Register of Contractual Opportunities.
For each opportunity, it may be necessary • The assignment of the owner of each
Opportunities shall be ranked as follows: opportunity within the project team
5. Clarifications in the call for tenders and Contract negotiation to recalculate the score of the opportunity
• Minor opportunity (criticality <=
These are the queries raised by the bidders to clarify certain points related to the contract, the ToR or the future performance of by considering the strategic response. In
3): This is an opportunity that has
the same way as for the evaluation of the
3. Potential Value of Opportunities (PVO)
the Contract, which may be expressed during the bid phase or contract negotiations, and which are responded by the Client in either little chance of materializing,
value of the Residual Risk, the evaluation The Potential Value of the Opportunities can be
accordance with the tender requirements The queries and answers are part of the contract. or whose benefit for the contract
of the Potential Value of Opportunities calculated using methods appropriate to the level
financial performance is marginal. of the Contract (Montecarlo, or more simply the
6. Contextual elements of the Contract can be completed. This Potential Value of
• Moderate opportunity (criticality >3 Opportunities can be evaluated by applying sum of the financial impact by the likelihood of
Contextual elements to consider are at least: and <=6). This is an opportunity for a Risk method (Monte-Carlo for example), occurrence). During the delivery of our services,
• The risk analysis carried out during the offer phase (Bid/No Bid), including the elements of the CRE files if applicable; which it is reasonable to assume that or as the sum of probability by the potential it is up to the Project Manager to determine in
• Acceptable risk tolerance; the benefit to the contract financial positive monetary impact of the identified
performance is medium.
liaison with the Contract Manager (as the case
• The level of knowledge and proficiency of the project team in risk management, opportunities on the contract. may be) the effectiveness of the opportunity
• The reaction capacity vis-à-vis the Client; and • Analysis of the risks and opportunities of the Client’s Project. • Major Opportunity (criticality >6):
This is an opportunity that has a real
enhancement measures and to adjust the benefit
chance of materializing and for which value to be included in his financial forecasts.
7. Strategy Note prepared by the Bid Manager
This note drawn up by the bid manager and aims to highlight to the Project Director the main challenges of the Project for the the benefit to the contract financial
performance is major. (e.g.: extension
Client, of the contract for Egis and its Partners, and of Egis towards its Partners within the Consortium if applicable. This note
of time with additional resources and
would identify the strengths and weaknesses of the offer by highlighting the major risks and opportunities linked to the call for
current market tested billing rates).
tenders. This note should constitute a «road map» for the Project Team with a view to provide guidelines for the execution of the
Contract. For each opportunity, a response will
be established aimed at increasing the
8. Contract Management Plan probability of the opportunity and/or its
The Contract Management Plan is both an input and an output of Contract Risk Management. It defines the objectives and positive impact. This response strategy can
expectations related to the performance of the contract, as well as the means of achieving them according to the identified risks. be of three types:
As such, it should be updated as necessary. • Exploit: This is to ensure that the
identified opportunity has the best
9. Organizational and documentary assets of Egis (Egis Book) probability of materializing
Among the assets of Egis in risk management, we can list the following:
• The P2 process; • Egis Risk Policy;
• The Principles of Risk Management (Procedure B00-031);

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CONTENTS A B C

B1. MANAGE RISKS AND OPPORTUNITIES OF THE CONTRACT

1.3 CONTROL CONTRACTUAL RISKS AND OPPORTUNITIES

INPUT DATA PROCESS OUTPUT DATA

1. Contract Management Plan During each contract review (usually quarterly), the processes defined in B.1.1 - Establishing the register 1. Update of the R&O BS = Risk & Opportunities Breakdown Structure
The Contract Management Plan is both an input contractual Risks and Opportunities Registers are of Contractual Risks, and B1.2 - Establishing the This table is updated with the new risks and opportunities which have been identified. However, closed
and an output of Contract Risk Management. It updated. register of contract opportunities. risks and opportunities are not removed from this table to support follow up and lessons learnt.
defines the objectives and expectations related This involves re-examining each of the risks and Each of the Risk Mitigation Measures is also
to the performance of the contract, as well as opportunities by assigning to them the following reassessed to verify its effectiveness. If necessary, this 2. Update of the Contractual Risks Register
the means of achieving them according to the status: measure is amended to improve efficiency. The update can include the following:
identified risks. As such, it should be updated as • Closed: During the evolution of the contract, the The re-examination of the contract may uncover new • Information of risk status (closed / open),
necessary. Risk or the Opportunity can be closed, either risks and new opportunities. Such “new” risks and • Identification of potential new risks,
because it is no longer relevant, or because opportunities should then be assessed according to • Reassessment of risks,
2. Organizational and documentary assets the risk has turned into an event that is now to the principles set out in processes B1.1 and B1.2.
of Egis (Egis Book) be resolved and managed through the clauses • Evaluation of the effectiveness of risk reduction measures for each risk identified as “major” within
of the contract (extension of time, request for Once the risks and opportunities are reassessed, the the meaning of procedure B00-031– Principles of risk management,
Among the assets of Egis in risk management, we
additional services, etc.) Risks and Opportunities registers shall be updated. • Reassessment of the risks by considering the risk reduction measure put in place and its
can list the following:
• Open: The Risk or Opportunity remains open. The R&OBS shall be updated as necessary. effectiveness; and
• The P2 process and its variations in sub-
processes, instructions and forms, For closed opportunities, it should also be indicated in The new Residual Value of Risks and the new Potential • Verification of the correct assignment of the owner of each risk within the project team
the comments whether this opportunity gave rise to Value of Opportunities can then be calculated and
• Egis risk policy included as appropriate in the financial reporting of 3. Update of the Residual Value of Risks (RVR)
additional compensation.
• The principles of risk management (Procedure the Contract. The residual value of the risks is updated from the update of the risk register. This value can be used to
B00-031) Each of the risks and opportunities which status is define the amount of potential financial risk. During the delivery of the services, it is up to the Project
«Open», will then be reassessed according to the
Manager to determine the effectiveness of the risk reduction measures and to adjust the contingency
3. The Contract risks register
value to be included in his financial forecasts.
For the establishment of the Contractual
It may be useful to show this value on a graph to monitor its evolution during the performance of the
Risk Register refer to Part B1.1 Establish the
Contract. This graph can also be integrated into a Contract monitoring dashboard.
Contractual Risk Register.
4. Update of the Contractual Opportunities Register
4. Contract opportunities register
The Register of Contractual Opportunities is updated by integrating the following:
For the establishment of the Register of
• The status of opportunities (closed/open),
Contractual Opportunities refer to Part
B1.2 Establish the Register of Contractual • Identification of new opportunities where applicable,
Opportunities, • Reassessment of opportunities;
• A correction of the strategy implemented vis-à-vis the identified opportunity (Exploit, Develop, Share)
5. Risks and Opportunities Breakdown if necessary,
Structure • The reassessment, if necessary, of the opportunity based on the quality and planned efficiency of the
This is the flowchart developed in the initial strategic response; and
phase intended to organize the risks and the • Verification of the correct assignment of the owner of the opportunity within the project team.
opportunities. This organization chart will evolve
during the execution of the Contract. 5. Potential Value of Opportunities (PVO)
The potential value of opportunities is updated from the update of the contract opportunities register.
It is up to the Project Manager, depending on his confidence in the opportunities of the contract, to
integrate this value into his financial forecasts. It may be useful to show this value on a graph to
monitor its evolution during the performance of the contract. This graph can also be integrated into a
contract monitoring dashboard.

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CONTENTS A B C

B1. MANAGE RISKS AND OPPORTUNITIES OF THE CONTRACT

1.4 KEY PERFORMANCE INDICATORS RELATED TO RISKS MANAGEMENT

INPUT DATA PROCESS OUTPUT DATA

1. Contractual Risks Register Financial performance of the Contract clearly defines Key KPI3 : % of critical Contract risks including a Risk Mitigation 1. Risk Management KPI
The Contractual Risk Register includes the following elements: Performance Indicators, which are included in the Contract Measure Risk Management KPI aim at evaluating the efficiency of the
Management Plan. risk management process in reducing the global contractual
• All of the known contract risks, namely those having an KPI4: Efficiency of risk mitigation measures. The target for
impact on the financial performance of the contract, Regarding Contractl risks management monitoring, some specific this KPI is 100%. Indeed, an ineffective risk mitigation risks as the contract services are progressing. The Project
• The assessment of the criticality (threat) of each risk, KPIs can be implemented as well, such as the following: measure is useless. Manager will decide which KPIs he will implement for the
• Risk reduction measures for each risk identified as «major» KPI1: Number of contractual risks which criticality is The Project Manager will decide which KPIs he will implement monitoring of the efficiency of the Risk Management Plan.
within the meaning of procedure B00-031 of the Egis Book - major is considered as the KPI of contractual risks for the monitoring of the efficiency of the Risk Management Plan.
to be monitored throughout the performance of
2. Graphs of the Contractual KPIs
Principles of risk management, The initial value of KPIs 1 to 3 can be established during the
the Contract as part of the Contract Reviews. The This is the graph describing the evolution of the values taken
• The reassessment of the risks threat after considering the initialization phase of the Contractual Risk Register.
by the various contractual KPIs, which the Project Manager
objective to be achieved for this KPI is to be defined
risk reduction measure The same KPIs can be defined for contract opportunities, although has decided to monitor over the contract. It will be useful to
within the framework of the Contract Execution Plan
• The assignment of the owner of each risk within the project by the Project Manager. the interest of these KPIs on opportunities is more limited. note on the time graph significant events during the execution
team of the Contract, For example, signature of an amendment, the
KPI1bis : Number of contractual risks which criticality is major The value of each KPI that the Project Manager has decided to
2. Contractual Opportunities Register after consideration of the Risk Mitigation Measure. use for the monitoring of risks, in connection with his hierarchy, acceptance of requests for additional payments or variation
The objective to be achieved for this KPI is to be defined is recalculated, and informs the contractual KPI monitoring graph orders, etc.
The Contractual Opportunities Register includes the following
within the framework of the Contract Management during each contract review. The evolution of the KPIs related to the contractual management
elements:
Plan by the Project Director. Regarding the evolution of the KPIs, one can use the graph of the of the contracts can be compared to the evolution of the
• All known contractual opportunities, namely those having an margin at completion of the Contract as reassessed within the
impact on the financial performance of the Contract, KPI2 : Average criticality of major Contract risks evolution of the margin of the contract to check the correlation of
the evolution of the contract with the control of the contractual framework of the contract reviews on a quarterly basis.
• The assessment of the score of each opportunity, KPI2bis : 
Average criticality of major Contract risks after
risks of the contract.
• Opportunity Strategy (Exploit, Develop, Share) consideration of Risk Mitigation Measure
• The assignment of the owner of each opportunity within the
project team

3. The Contract Execution Plan

The Contract Management Plan drawn up by the Project
Manager or Director shall include the objectives assigned to
the Contract, and in particular the margin objectives. It also
includes the means implemented to achieve these objectives
and any contractual means and tools.

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CONTENTS A B C

B1. MANAGE RISKS AND OPPORTUNITIES OF THE CONTRACT

1.5 CLOSEOUT CONTRACT RISKS AND OPPORTUNITIES

INPUT DATA PROCESS OUTPUT DATA

1. Contract Execution Plan Once the Contract has been closed out (see section B7 For each of the contract opportunities, the following 1. Update of the R&OBS (Risk & Opportunities Breakdown
The Contract Execution Plan is both an input and an output of the – Contractual close out of the contract), it is necessary elements will be recorded: Structure)
management of Contract Risk. It defines the objectives and expectations to collate the relevant information of the contract, • The opportunity is closed, it was not relevant This table is updated with the new Risks and Opportunities identified.
amongst which risk management is one of the most with respect to the management of the contract, However, closed risks and opportunities are not removed from this chart for
related to the performance of the Contract, as well as the means of meeting
important, and to establish the transfer of the contract • The opportunity was relevant to the performance
them according to the identified risks. follow up and lessons learned purposes.
to the entity who will remain in charge and responsible of the contract, but it was not possible to explore
for archiving at least the following: it or achieve related outcomes during the 2. Update of the Contractual Risks Register
2. Organizational and documentary assets of Egis (Egis Book)
Among the assets of Egis in risk management, the following are identified: 1. The final risk management report carrying out of the Services, The update includes the following:
• The opportunity has been explored and related • Risk status (closed / open),
• The P2 process and its templates, 2. The list of residual risks
outcomes have been achieved during the
• Egis Risk Policy, performance of the contract, which brought
• Final assessment of all risks with respect to the performance of the
This involves re-examining each of the contract risks
• The Principles of Risk Management (Procedure B00-031) and opportunities and their impact on the Contract improvements (to be qualified and quantified). Contract,
performance. • Evaluation of the effectiveness of Risk Reduction Measures for each Risk
3. Contractual Risk Register At this stage, and as far as the contract is closed, the
identified as «Major» within the meaning of Procedure B00-031 of the
For each of the risks, the following elements will be Value of Potential Opportunities shall be equal to Zero.
For the establishment of the Contract Risk Register refer to Part B1.1 Egis Book - Principles of risk management,
recorded:
Establish Contractual Risk Register. Any additional information should be provided to • Identification of potential residual risks.
• Confirm risk is closed, and it was not relevant to understand the circumstances of each of the contract
4. Contract Opportunities Register monitor, risks and opportunities with a view to improving the 3. Update of the Residual Value of Risks (RVR)
For the establishment of the Register of Contract Opportunities, refer to Part • The risk is closed, it was appropriate to monitor management of such risks and opportunities for The Residual Value of Risks is updated from the update of the Risk Register.
it, and the risk reduction measure prevented it future contracts.
B1.2 Establish contractualOpportunities Register. This value can be used to define the amount of potential financial risk.
from becoming a contract event,
• The risk is closed and has turned into a contract
This process of establishing the Contract risks and During the delivery of our services, it is up to the Project Manager to
5. Risks and Opportunities Breakdown Structure opportunities report will feed the lessons learnt report. determine the effectiveness of the risk reduction measures and to adjust
This is the flowchart developed in the initial phase intended to organize the event on the contract, and the risk reduction
measure has made it possible to limit its impact, the contingency value to be included in his financial forecasts.
risks and the opportunities. This organization chart will evolve during the
• The risk is closed, and it has turned into a
execution of the Contract. 4. Update of the Contractual Opportunities Register
contract event, but the risk reduction measures
have not made it possible to reduce its scope, The Contractual Opportunities Register is updated by integrating the
6. All documents related to contract modifications following, which would mainly relate to lessons learned at this stage of
These are all the documents available that support and substantiate the • The risk is still active; it should be monitored
within the framework of the transfer of the Contract Closure:
contract issues that arose during the performance of the contract, namely:
contract to the entity in charge. • The status of opportunities (closed/open),
• Amendments,
Any contract risk created by any sort of settlement • Identification of new opportunities if applicable,
• Addenda for new scope of services,
agreement (as additional guarantees for example), • Reassessment of opportunities if applicable,
• Additional services, and should also be included in the list of residual risks. • A correction of the strategy implemented vis-à-vis the identified
• New Prices/Rates. opportunity (Exploit, Develop, Share), mainly for lessons learned,
At this stage, the Residual Value of Risks (RVR) shall
7. Contract Closing Documents be equal to Zero. • The reassessment, if necessary, of the opportunity based on the quality
These are primarily: and planned efficiency of the strategic response, mainly for lessons
However, if there were to remain residual risks linked
to obligations that remain to be fulfilled with respect
learned, and
• Written acceptance/approval of the services completed e.g., Discharge
Letter, to the contract, it would be necessary to specify how • Verification of the correct assignment of the owner of the opportunity
these risks are managed in terms of potential liabilities within the project team, mainly for lessons learned.
• Final Account/Invoice/Settlement,
(e.g.. Decennial liabilities on design contracts).
• Claims settlement or memorandum of agreement, 5. Final Graph Residual Value of Risks (RVR) /Potential Value of
• Release of bank guarantees/performance bonds. Opportunities (PVO)
As part of the Final Report, a graph indicating the evolution of RVR vs PVO,
during the performance of the contract and the significant events of the
contract.

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CONTENTS A B C

B2. CONTROL CONTRACTUAL RIGHTS AND OBLIGATIONS

According to the “The Contract Management Standard” have committed. These rights and obligations are multiple, PROCESS
document published by the National Contract Management and in the case of Service Contracts, fall under the following
Association (NCMA) approved by the Approved American commitments:
National Standard (ANSI), a Contract is “a legally enforceable • The service provider’s commitment to perform the
agreement for the sale, purchase, or rental of goods, supplies services explicitly provided for in the contract and under
or services; or the construction, alteration, or repair of real the conditions provided for therein, and which will include
property”. conditions of time, level of quality, but also safety,
Under French law, a Contract is a commitment or agreement insurance, liability, communication, preservation of the
that creates obligations between two or more persons. A environment, compliance with local laws, particularly in
distinction is made between a private contract (concluded terms of working conditions, confidentiality, intellectual
between at least two private persons) and an administrative property, and various other conditions of execution,
contract (concluded by the administration with one or • The Customer’s commitment to remunerate the services
more private or public persons, such as public contracts or under the payment conditions provided for in the contract.
partnerships). A Contract consists of administrative clauses (general
Private contract law is a branch of the law of obligations. The and particular), technical clauses and clauses related to
rules concerning the undertaking, execution and cancellation remuneration.
of contracts are provided for by the applicable law of the It is particularly important that all members of the project
country of execution of the Contract. team are aware of the rights and obligations relating to the
A Contract can be summarized as an agreement of rights and parts of the contract for which they are responsible, but also
obligations freely entered between two or more Parties. be able to assess the level of compliance with them within the
framework of the execution of the Contract.
It is therefore important for the parties to the Contract to
understand fully the rights and obligations to which they

GLOSSARY

CONTRACT: According to the CMBOK Guide published by the NCMA NOTE : A Project should therefore not be confused with a Contract, CONTRACTUAL OBLIGATIONS AND RIGHTS: Refers to all the obligations and
(6th edition), a Contract is “A mutual binding, legal relationship that which for Egis and its subsidiaries, will most often relate to services rights to which the Parties have committed and will be subject in the
obligates the seller to furnish supplies or services and the buyer to to be carried out within the framework of the Project (e.g.: Design, context of the performance of the Contract. These obligations and
provide consideration in exchange for them”. Works Supervision, Environmental assessment, etc.) rights may be of an administrative, legal, technical nature, concern
deadlines, communication, confidentiality or any other subject.
PROJECT: According to the PMBOK Guide - PMI (6th edition) - a Project CONDITIONS OF CONTRACT : Conditions of Contract includes the
These obligations and rights are disseminated in all the documents
is «A temporary endeavour undertaken to create a unique product, administrative General and Particular Conditions of a Contract
forming the Contract. They may even come from technical and
service or result». This unique result is the purpose of the Project as
TECHNICAL SPECIFICATIONS : Designates the scope of the services financial offers established by the Service Provider itself as part of
specified by the Client.
and the technical conditions and scope of the services as well, the tendering procedure (if the offer is part of the Contractual).
including quality and duty of care standard required in relation to the
performance of the services.

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CONTENTS A B C

B2. CONTROL CONTRACTUAL RIGHTS AND OBLIGATIONS

2.1 READ YOUR CONTRACT – ESTABLISH THE CONTRACTUAL RIGHTS AND OBLIGATION REGISTER

INPUT DATA PROCESS OUTPUT DATA

1. Contract conditions Reading a Contract commences byidentifying It should be noted that in general, under our 7. Safety 1. Contractual rights and obligation
They comprise the general and particular clauses which govern all the rights and obligations of the Parties service Contracts, our rights relate to the
8. Subcontracting register
the performance of the services required under the Contract in a Contract, as well as the conditions of performance of our obligations with respect Register drawn up from all the elements of
execution which are associated with it. to the Services described. 9. Communications
(the «rules of the game»), particularly in terms of rights and the Contract (administrative, technical and
obligations, responsibilities, liabilities, payment, insurance, These rights and obligations will appear in When reading a Contract, these distinct types 10. Reporting financial) aimed at identifying and ordering all
intellectual property, etc the General and Particular Conditions. This is of rights and obligations should be clearly 11. 
Modification of Contract (variations, the contractual obligations so to make them user
the “Rules of the Game” of the Contract (note identified. amendments, additional payments) friendly – the contract “roadmap.”
2. Legal context that the Particular Conditions may amend or
A review of our Contract should be subjected
even remove obligations or rights provided for 12. Claims (Exceptional Costs)
These are all the laws and regulations applicable to the to the preparation of a register clearly
contract. in the General Conditions). 13. Suspension
identifying all the rights and obligations
The Terms of Reference (ToR) specify the resulting from the Contract. 14. Terminations
3. Terms of Reference (ToR) services, deliverables of the Contract, while
This register can be entered in the form 15. Dispute resolution
Also referred to as Technical Specifications, this document all the Technical Documents, and in particular
of a table that can be used to monitor our
describes: the Technical Specifications will specify the
obligations, based on key headings such as: This register shall show for each contractual
• The list of tasks and services included in the scope, conditions of execution. However, it often obligation identified the reference to the
occurs that the ToRs include administrative 1. Liabilities and insurance location in the Contract of this obligation.
• The technical specifications for the required services,
obligations that are not specified in the 2. 
Preconditions / entry into force of the
• The applicable standards, Conditions of the Contract. This Register represents a form of a roadmap
Contract (Securities, Bank Guarantees, of the Contract, with the aim of clearly
• The Client’s Program for the Project and the Services
On major projects being financed by Insurances, etc…) highlighting the main obligations to be verified
4. Technical and Financial offer International Funding Institutions (IFIs) or 3. Services and deliverables throughout the lifecycle of the Contract.
The technical and financial offes, which may form part of Multilateral Development Banks (MDBs),
the IFIs and MDBs may mandate specific 4. Remuneration/invoicing A key objective of the register is to share it with
the Contract, describe the commitments taken by Egis in the the project team, so that each of its member
contractual documentation such the 5. Time management (including penalties)
context of its response to the call for tenders. Construction Contract MDB Harmonised Ed is made aware of the Contract roadmap, and
(Version 3: June 2010 Harmonised Red Book). 6. 
General obligations (Delegations, knows, the contractual ecosystem in which he
5. Clarifications during tender and award phases Intellectual property, Standard of care, operates.
The scope for change to these documents
These are the queries raised by the tenderers in order to is extremely limited and only granted with Personnel, anti-corruption, etc.)
clarify certain points related to the Contract, the ToR or the projects that have unique requirements.
future performance conditions of the Contract, which may be
expressed during the tender phase or contract negotiations, Within the framework of Construction
Contracts (such as FIDIC or NEC Contracts),
and which are responded by the Client in accordance with the
there are also obligations to be fulfilled by the
tender requirements. The queries and answers should be part Engineer, and which are described only in the
of the Contract. Construction Contract.
6. Technical standards and regulatory environment These rights and obligations can consist of
These design standards (AASHTOO, ICTAAL, etc.), relate to the some of the following:
monitoring of the works (SNIP, GOST), environmental standards • Obligations related to the performance
(OHAS 18000), quality standard (ISO 9001), or any normative of services,
applicable standard requested by the Contract or the legal • Obligations related to the conditions of
context. performance of these services,
• Generic obligations (e.g., confidentiality)
• Rights conferred by the performance of
the services provided for in the Contract
under the conditions indicated.

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CONTENTS A B C

B2. CONTROL CONTRACTUAL RIGHTS AND OBLIGATIONS

2.2 MONITOR CONTRACTUAL RIGHTS AND OBLIGATIONS

INPUT DATA PROCESS OUTPUT DATA

1. Contractual clauses The monitoring of contractual rights and obligations is • for each letter from the Client, from one of our 1. Update of the Contractual Rights and Obligations
They comprise the general and particular clauses which govern the performance of the to be carried out at two levels: partners or from one of our subcontractors likely Register
services required under the Contract (the «rules of the game»), particularly in terms • On a regular basis during Contract reviews, to impact our rights or extend our contractual This Register is to be updated with each modification of the
• Systematically upon the occurrence of any obligations in terms of time, cost, or liability. Contract (Addendum, Amendment, modification of deadlines,
of rights and obligations, responsibilities, liabilities, payment, insurance, intellectual
property, etc. contractual event. Most standard forms of Contract place an obligation on modification of the scope of services, modification of the
First, regarding the regular monitoring of our the Consultant to declare (raise a notice) to the Client conditions of execution, etc.)
2. Legal context obligations, this shall occur during the Contract the possibility (Early Warning) or actual occurrence of
These are all the laws and regulations applicable to the contract. reviews. All the rights and obligations, which should any event or circumstance likely to have an impact on 2. Indicator of compliance with contractual obligations
have been recorded in the Contractual Rights and time or the remuneration of our Contract. This indicator can be assessed from a review of the Contractual
3. Terms of Reference (ToR) Obligations Register, are to be reviewed, verifying their In the same way, when receiving a letter sent by a Rights and Obligations Register to be carried out during
Also referred to as Technical Specifications, this document describes: application by the project team. client, a partner, or a subcontractor, it is important to contract reviews.
• The list of tasks activities, One method is to use the Contractual Rights and check systematically that this letter does not impact
• The list of deliverables, our rights or does not impose any obligations on us 3. Event declaration
Obligations Register by adding a column corresponding
• The technical specifications, to the date of the review and to complete whether the not provided for in the Contract. The same check shall Whenever the Consultant become aware of an event or
obligation is followed/completed, not followed, or not be completed with all correspondence from partners circumstances likely to have an impact on the Contract, it is of
• The applicable standards,
applicable for the given period. It is then possible to and sub-consultants. the duty of the Consultant to declare this event to the Client
• The Client’s Program, as soon as possible. Some Contracts also include time bars
construct an indicator giving the % of compliance with Any correspondence that would impact our rights
4. The Technical and Financial offer contractual obligations for the past period. or our obligations must be subject to systematic (FIDIC Contracts in particular) for such.
The technical and financial offer, which may form part of the Contract, describes the This register will also be updated in the event of response. Refer to process B3.2 Drafting contractual
correspondence. 4. Early Warning
commitments taken by Egis in the context of the call for tenders. modification of the Contract (extension of the scope
of services modification of the conditions of execution,
It is necessary to alert the Client of any occurrence of any
5. The Clarifications during tender and award phases modification of the Time frame, etc.). event or circumstances likely to occur and likely to have an
impact on our Contract. In some contracts, there are some
These are the queries raised by the tenderers to clarify certain points related to the Secondly, regarding the monitoring of our obligations specific provisions in this respect.
contract, the ToR or the future performance conditions of the Contract, which may be and our rights, this must be carried out systematically:
expressed during the tender phase or contract negotiations, and which are responded by • each time we are informed of the possible or 5. Contractual correspondence
the Client in accordance with the tender requirements. The queries and answers are part proven occurrence of an event or a circumstance Breach or tentative of breach by the Client, a partner or a
of the Contract. likely to have an impact on our contract;
subconsultant of our rights, or imposition of obligations not
6. Technical standards and regulatory environment provided for respectively:
These design standards (AASHTOO, ICTAAL, etc.), relate to the monitoring of the works • In the Client Contract,
(SNIP, GOST), environmental standards (OHAS 18000), quality standard (ISO 9001), or any • In the Grouping Agreement,
normative applicable standard requested by the Contract or the legal context. • In the Sub-consultants contract
shall systematically lead to the drafting and issuance of a
7. Contractual rights and obligation register contractual correspondence (ref. to Process B3.2 Draft and
Register drawn up from all the elements of the Contract (administrative, technical and respond contractual correspondence).
financial) aimed at identifying and ordering all the contractual obligations so to make
them more user friendly.

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CONTENTS A B C

B2. CONTROL CONTRACTUAL RIGHTS AND OBLIGATIONS

2.3 FINAL REVIEW OF CONTRACTUAL RIGHTS AND OBLIGATIONS

INPUT DATA PROCESS OUTPUT DATA

1. Contractual clauses Once the services have been delivered and with reference to management contract, or even the obligation of confidentiality 1. Update of the Contractual Rights and
They comprise the general and particular clauses which govern the Part B7 – Contractual closeout of the Contract, it is necessary to which may be of a certain duration. Obligations Register
performance of the services required under the Contract (the «rules of the establish the balance sheet of the rights and obligations of the The contractual obligations of either party to the
All these contractual obligations that will survive the expiration
Contract in order to verify: Contract will be commented on in terms of the
game»), particularly in terms of rights and obligations, responsibilities, or termination of the Contract should be clearly identified,
liabilities, payment, insurance, intellectual property, etc 1. 
that all the services covered by the Contract have been particularly in the context of the final transfer of the Contract to difficulty of implementation or any other aspect.
completed, the managing entity.
2. Legal context 2. List of remaining Contractual Obligations
2. 
that the obligations of the Client have also been fulfilled It is therefore necessary to check for each of the obligations
These are all the laws and regulations applicable to the contract. (acceptance of services, responses to complaints, settlement of identified in the Contractual Rights and Obligations Register if
All contractual obligations that will survive the
disputes), they are closed or not, and the reasons why the obligation remains expiration or termination of the Contract should
3. Terms of Reference (ToR) open, and the corresponding recommendations for the entity to be clearly identified, particularly in the context of
Also referred to as Technical Specifications, this document describes: 3. that all contractual issues have been resolved and potential the final transfer of the Contract to the managing
whom the Contract is ultimately transferred.
disputes resolved.
• The list of tasks activities; entity.
Secondly, it is important to verify that the Client has fulfilled his
• The list of deliverables; First, it involves re-examining each of the obligations identified in
obligations (in particular payment of the last invoices) in order
the Register of Contractual Rights and Obligations Register and
• The technical specifications ; to leave the corresponding instructions to the managing entity
verifying that they have all been implemented.
• The applicable standards ; responsible for taking over the end of the Contract.
• The Client’s Program ; It is also necessary to comment each of the contractual rights
This review of Rights and Obligations is to be carried out by the
and obligations identified in the register regarding any difficulties
Project team before demobilization. It would also contribute to the
4. Contractual rights and obligations register encountered by the project team in its application.
lessons learned activity to be carried out at the end of the contract
Register drawn up from all the elements of the Contract (administrative, It should be noted that there may remain contractual obligations by the Project team before demobilization.
technical and financial) aimed at identifying and ordering all the contractual which continue beyond the expiration or termination of the
obligations so to make them more friendly user. Contract, such as the ten-year liability in the case of a project

5. All documents related to contract modifications

This is all the documentation that substantiate the contractual subjects
that arose during the execution of the Contract, for example:
• Amendments;
• Supplemental agreements;
• Addendums;
• Additional works;
• New prices/rates

6. Contract closing documents

These are mainly:
• Written acceptation of Services (e.g., Discharge letter);
• Final invoicing;
• Claims settlement agreements;
• Release of bank guarantees and securities (Bonds).

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CONTENTS A B C

B3. MANAGE CONTRACTUAL CORRESPONDENCE

In all contracts the management of contractual correspondence is to the Contract by Contractual Events, indicating the cross PROCESS
a critically important subject matter. It is therefore important references of each of the letters (the Client’s Letter X refers to
to manage so-called “contractual” correspondence with care. the letter Y of the Consultant, etc.).
Contractual correspondence covers all letters, service orders,
Identification by keywords can be useful but will not be
notifications, emails, etc…, exchanged between the Parties to
sufficient.
the contract which will relate either to:
• the execution thereof or its interpretation, or Thus, each contractual correspondence, when it relates to
• any of the obligations and rights of the contract. an unforeseen event, must be classified specifically and
systematically answered (even with waiting letters) within the
In addition to the classic origin/destination classification, this timeframe specified in the contract or if no time is specified in
particular correspondence must be the subject of a specific the Contract, within a reasonable time.
classification in relation to the events that occurred during the
execution of the Contract and which are the source thereof . In general, it is important that when drafting this type of
document, you place yourself on the side of an external
It is recommended that any contractual exchanges are party who would have to understand and decide on the
recorded via formal correspondence (rather than through responsibilities of each of the Parties in the potential
e-mails, WhatsApp etc.), which will include a reference contractual subject.
and record of transmission (postal acknowledgment of
receipt, hand delivery, electronic transmission, etc.). E-mail Responses must therefore be carefully prepared, duly
correspondences should be used for informal discussion or referenced and detailed. The drafting must be clear and
exchange of information of lesser importance. precise, and the contractual clauses which the drafter refers
to must be indicated. Given the emotional nature that this type
A distinction is made between Contractual Correspondence and of correspondence can generate, it is important that these
Contractual Documentation, which includes the documents letters be reread carefully, by a third party, (“cold eyes”) before
describing the Contract and its modifications (Contracts, transmission to the recipient.
Amendments, Commencement letters, notifications, letters
of approval of deliverables, etc.). Once transmitted, the response is classified in both
classification:
Documentation relating to a Contractual Event, therefore • Origin/destination file;
not foreseen in the Contract, must be subject to a specific
• X-Ref. file.
classification relating to the event which is its source in an
X-Ref. file, specific for each event. These cross reference
tables group together all the exchanges between the parties

GLOSSARY

CONTRACTUAL EVENT: This is a dated event that occurs during the CONTRACTUAL DOCUMENTATION: Contractual Documentation designates X-REF TABLES: So-called “Cross Reference tables” which group
performance of a contract. It relates to a potential failure to perform all the documentation concerning the Contract and its modifications together by event all the exchanges between the parties to the
it, to non-compliance with any of the obligations, or one of the rights (Contracts, Amendments, Commencement Letter, notifications, Contract by indicating the cross references of each of the letters (the
guaranteed by the Contract or to differences in interpretation, and it letters of approval of deliverables, etc.) Client’s letter X refers to the Consultant’s letter Y, etc.). This table is
is foreseeable that it will have a financial impact or an impact on the fundamental in establishing the history of exchanges between the
CONTRACTUAL CORRESPONDENCE: These are all letters, emails, letters
deadlines of the Contract. Parties to the Contract in relation to a given Contractual Event.
exchanged between the Parties to the Contract having a contractual
CONTRACTUAL SUBJECT: A Contractual subject will designate all the or legal effect, relating to a contractual event.
consequences and developments related to the occurrence of a
CONTRACTUAL CLASSIFICATION : It is the action of classifying contractual
Contractual Event. The Contractual Subject may for convenience
correspondence in an orderly manner according to the different
have the same identification as the event.
Contractual Subjects to which it relates, in addition to the classic
Origin/Destination method.

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CONTENTS A B C

B3. MANAGE CONTRACTUAL CORRESPONDENCE

3.1 IDENTIFY AND FILE CONTRACTUAL CORRESPONDENCE

INPUT DATA PROCESS OUTPUT DATA

1. Contractual documentation Identification of contractual correspondence: Any letter or Minutes of meetings, or even e-mail recognized as being 1. X-Ref Tables per contractual event
This includes all the documentation relating to the Contracts of a contractual scope must be subject to systematic recording (special Such tables, so called “Cross References Tables”,
The exchanges between the Parties, which take place during the
and its modifications (Contract Agreements, General Clauses, attention for e-mails) and a specific classification, in addition to the grouped by Contractual Event all the exchanges
performance of a Contract, may prove to be particularly numerous and
origin/destination classification of the General Filing System.
Particular Clauses, Clarifications, Technical Specifications, varied. In all of the exchanges that take place, it is important to identify between the parties to the Contract by indicating
Drawings, Technical and Financial offer, Consortium those that have a contractual impact, on time, cost or quality, and those Classification of contractual correspondence: the cross references of each of the letters (the
Agreements, Subcontract Agreements, Amendments, Variations that do not. For example, minutes of a technical meeting, scheduled Client’s letter X refers to the Consultant’s letter
The Contract Management Plan necessarily includes the organization
Orders, New Prices/Rates, Requests for Additional Payments, to close out technical subjects related to the services covered by the Y, etc.). This table is fundamental in establishing
of a specific filing system for the documentation received or produced
Memoranda of Claim, Statements, etc.) Contract, may nevertheless turn out to be the source of a contractual the history of exchanges between the Parties to
within the framework of the execution of the Contract.
event.
the Contract in relation to a given event.
2. Contractual correspondence Correspondence is usually listed in chronological order and identified
In general, correspondence having a contractual impact shall be
by origin and destination. 2. Contractual events register
This concerns all the correspondence, e-mails, letters identified as such when:
exchanged between the Parties to the Contract having a • The letter relates to the implementation of a right of the In the case of contractual exchanges, it is commonly a real “remote” This is a table listing all the events that have
contractual scope or links, relating to the execution of the Contract, and/or discussion that feeds on the various letters relating to a particular occurred during performance of the Contract
Contract or its interpretation, or to any of the obligations of • The letter relates to the implementation of an obligation provided event. In this case, the simple table of chronological origin/destination and that should be updated in real time
the Contract. for or not provided for in the contract. correspondence becomes insufficient if the letters become numerous according to the developments that have
to follow the historical thread of the exchanges.
It will be identified that a letter has a contractual impact when this occurred with reference to the identified event,
3. Notification/instructions It then becomes necessary to prepare a so-called X-Ref table for each such as a logbook of Contractual Events. The
letter has amongst other things:
Notifications or Instructions correspond to specific actions event likely to result in a significant contractual correspondence. This implementation of this kind of table requires
• quotes or refers to one or more clauses of the Contract,
provided for in the provisions of the Contract. They are issued table will list all the contractual exchanges, according to the originator great rigor in the day-to-day management of
• corresponds to a claim (client, partner, subcontractor), whatever
by the Client and must be generally complied with by the or the recipient, as well as the references of the letters to which each events and their consequences. This table can
it may be,
Consultant. Should the Consultant be dissatisfied with such letter relates (the Client’s letter XX refers to the Consultant’s letter YY, be combined with the X-Ref tables insofar as the
• refers to legal obligations, which itself refers to the initial mail ZZ of the Client or of an external
Instruction or Notification, he might respond with disapproval evolution of the contractual situation of an event
• refers to an unforeseen event that occurred during the execution third party etc…).
or reservation, and should justify his position with supporting of the Contract, is generally linked to the transmission or receipt
particulars. • Etc.
The implementation of this type of table requires day-to-day monitoring of contractual correspondence on the subject.
and discipline.
4. Contract management plan filing system
It is absolutely necessary when you need to retrace the history of
The Contract Management Plan necessarily includes a exchanges and establish an update on the contractual situation of an
description of the documentary organization of the Contract event.
and the deliverables, shared by the whole Project team.
In the case of a procedure in the Disputes Adjudication Board (or
5. Egis’ organizational and documentary assets equivalent) or even in arbitration, this table becomes an invaluable tool
Among the assets of Egis in risk management, we can mention: and record.
• The P2 process and its sub-processes and templates (Egis Special directories by event can then be organized in the general
Book) directory to file a copy of the letters and exchanges relating thereto, thus
simplifying the preparation of annexes in the reports and memoranda of
analysis of contractual subjects.

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CONTENTS A B C

B3. MANAGE CONTRACTUAL CORRESPONDENCE

3.2. DRAFT AND RESPOND THE CONTRACTUAL CORRESPONDENCE

INPUT DATA PROCESS OUTPUT DATA

1. Contractual documentation Contractual letter content: Avoid letters longer than two or three pages. It is therefore 1. Contractual letters
This includes the documentation relating to the Contracts and its modifications (Contract preferable to report the argument in a dedicated Note or These are either letters in response to
A standard contractual letter includes at a minimum the
agreements, general clauses, particular clauses, clarifications, technical specifications, Contractual Memorandum. This memorandum will specify correspondence sent by the Client, or letters
following:
the details of the contractual subject as well as the argument
drawings, technical and financial offer, consortium agreements, subcontract agreements, • Date, declaring events or alert letters in relation
leading to the conclusions that the opposing Party is asked
amendments, variations orders, new prices/rates, requests for additional payments, • Mail reference, to implement. In such case, the letter will only repeat the
to future events likely to have an impact on
memoranda of claim, statements, etc.) • Project reference, conclusions of the Contractual Memorandum and will refer remuneration, deadlines or the quality of the
• Contract reference, the Recipient to this Memorandum. services delivered under the Contract.
2. Contractual correspondence
• Subject
This concerns all the correspondence, e-mails, letters exchanged between the parties, Letter transmission 2. Contractual Memorandum
• Content
having a contractual scope or links, relating to the execution of the Contract or its Pay close attention to the time taken to respond. In some When the Contractual subjects are complex, or
interpretation, or to any of the obligations of the Contract. The signatory is the person with the power and authority Contracts, certain events require reactions within specific require a longer development, it may be useful
to represent Egis, either because he is a signatory of the deadlines under penalty of foreclosure (time bars) (e.g.: to prepare a Contractual Memorandum which
3. Notification/instructions Contract or because the power and authority have been duly declaration of an event in relation to its date of occurrence, will set out all the circumstances, arguments,
Notifications or Instructions correspond to specific actions provided for in the provisions delegated to him. The recipient must always be the official or substantiation of a claim within FIDIC Contracts). It is conclusions, recommendations and requests
representative of the entity concerned. therefore important to be familiar with the Contract, its
of the Contract. They are issued by the Client and must generally be complied with by the from Egis. This memorandum will be the subject
Consultant. Should the Consultant be dissatisfied with such Instruction or Notification, If it is a response letter, record the reference of the original obligations as well as its rights and the circumstances in of a transmission letter which will only include
he might respond with disapproval or reservation, and should justify his position with correspondence(s). which to exercise them.
the main conclusions of the Memorandum.
supporting particulars. If it is an Early Warning letter or a letter declaring a However, it is advisable not to rush the response, as
Contractual Event, submitting a claim, or declaring a contractual letters can sometimes set an emotive tone. Thus, 3. Update of the X-Ref table
4. Contract filing system dispute, this letter should in addition record: it is strongly recommended to have the letters proofread by Each letter sent to the Client or to a partner or
The Contract Execution Plan includes a description of the documentary organization of • The corresponding contractual clause or clauses, a set of “cold eyes” before signing, to check the tone, form subcontractor and related to an event that has
the Contract and the deliverables, shared by the whole Project team. • The appropriate articles of law or civil code, if and argument. occurred, or that has not when it should have
applicable. Check that the signatory has the power and authority to do occurred during the execution of the Contract,
5. Egis’ organizational and documentary assets must be recorded in the corresponding X-Ref
Content - Style so (letter of delegation, power of attorney).
Among the assets of Egis in risk management, we can mention: table.
• The P2 process and its templates (Egis Book) It is necessary that each contractual letter records the history Finally, it will be necessary to ensure the mode of transmission
related to the Contractual Subject and recent exchanges, as of the correspondence is in accordance with contractual 4. Update of the Contractual Events Log
6. X-Ref tables per contractual event well as the circumstances for issue of the letter. mechanisms and legal obligations (transmission by hand
against signature, registered mail with acknowledgment of
Each contractual letter sent to the Client or
Referred to as “Cross References Tables”, by Contractual Event, these tables record all The letter should relate to only one Contractual Event. Avoid to a partner or third party corresponding to a
receipt, electronic transmission).
the exchanges between the parties to the Contract by indicating the cross references of as much as possible letters dealing with several different contractual event contributes to the development
each of the letters (the Client’s letter X refers to the Consultant’s letter Y, etc.). These subjects . Once transmitted, X-Ref table is to be implemented of the contractual subject. As such, the journal
tables are fundamental in establishing the history of exchanges between the Parties to accordingly.
The style must be simple and concise. The tone should be of the corresponding contractual event must be
the Contract in relation to a given event. brought up to date.
neutral and polite, but firm. Aggressive and emotive tones
7. Contractual events table are to be avoided.
This table lists all the events that have occurred during performance of the Contract and Never make personal attacks, which would harm Egis’
that should be updated in real time according to the developments that have occurred position in a contractual context and end with a conventional
with reference to the identified event, such as a logbook of contractual events. The politeness formula regardless of the level of relationship
implementation of this kind of table requires discipline in the day-to-day management with the recipient (e.g., “Yours faithfully”).
of events and their consequences. This table can be combined with the X-Ref table as It is important when drafting contractual letters to bear
far as the evolution of the contractual situation of an event is generally linked to the in mind that they may serve as legal documents in the
transmission or receipt of contractual correspondence on the subject. context of mediation, adjudication, arbitration or litigation
proceedings.

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CONTENTS A B C

B4. MANAGE CONTRACT MODIFICATIONS

The reasons that may lead to modifications of a Contract are varied and can client, this communication can be formal or informal, direct or indirect, but PROCESS
come from: under no circumstances shall it only by verbal communication/confirmation
• modifications of the Project (scope, importance, schedule, etc.); be relied upon. The Project Manager will define the appropriate medium and
• new or poor consideration of stakeholder requirements; will maintain the written records that this communication has been made.
• changes to the content of the services, their conditions of execution, or It is essential that all requests for modifications of the Contract be recorded in
the level of performance expected; a register that is regularly maintained and updated. The answers provided and
• changes in the duration of services (increased or decreased) the follow-up provided are recorded there.
• underperformance of the resources used to deliver the services;, In any circumstances, Contract changes must benefit to both Parties to the
• occurrence of Contractual Events or changed circumstances of Contract. When a disagreement remains with the client as to the follow-
execution up to the requests for modifications issued by the Project Manager, the
Changes, or change requests, can be explicit (for example, requested by the latter assesses the advisability of preparing a claim file summarizing his
client) or implicit (consequences of a related decision or stakeholders under requests and presenting the supporting elements. Deadline and procedural
the responsibility of the client). requirements may apply to the transmission of change requests or a claim file
to the client depending on the Contract (beware of time bars and foreclosure).
Changes to the Contract are not limited to making amendments to the
Contract. They can take different forms: Modifications are usually drafted by the Consultant, but need, nevertheless, to
• Amendment, be signed by both parties to be contractually enforceable.
• New price/rates notification
• Notification of a Variation (in FIDIC)
• Notification of an Extension of Time (EoT)
The Contract Execution Plan (Process P2) shall identify the contractual
mechanism for the modification of the Contract. The Project Manager shall
define, in conjunction with the Client, the most suitable mechanism to modify
the Contract for each agreed change.
It is essential that all modifications or requests for modifications which
have an impact on the contract are identified, recorded and brought to the
attention of the Client. Depending on the context and on the culture of the

GLOSSARY

CONTRACT CHANGE (OR MODIFICATION) : A modification of the Contract can take CONTRACT CHANGES REGISTER: This register will record all Contract changes,
different forms and can be of any nature when one or more administrative including the Event originator, their status, and their date of notification as
or technical provision(s) of the Contract are modified. To be contractually the case may be.
enforceable as a Change to the Contract, such a change must be signed by
both parties, or at least agreed to in writing.
CONTRACTUAL DOCUMENTATION: Contractual documentation refers to all of the
documentation concerning the Contract and its modifications (Contracts,
Amendments, Commencement Letter, notifications, letters of approval of
deliverables, etc.) which include Contract change documentation.

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CONTENTS A B C

B4. MANAGE CONTRACT MODIFICATIONS

4.1 IDENTIFY AND RECORD CONTRACT CHANGES

INPUT DATA PROCESS OUTCOME

1. Contractual Documentation Identification of a Contract Change Amendments to the Contract are therefore generally a way 1. Contract changes register
All the documentation relating to the Contracts and of settling the consequences of the occurrence of one or more The Contract Changes Register will specify the following
Changes, or change requests, can be explicit (for example,
modifications including Contract agreements, general clauses, contractual events. elements:
requested by the client) or implicit (consequences of a related
particular clauses, clarifications, technical specifications, decision or stakeholders under the responsibility of the client). It is important to clearly identify the modifications to the Contract • Contractual Event at the origin of the modification (Date,
drawings, technical and financial offer, consortium agreements, and to keep a Contract Changes Register specifying the nature of nature, clauses concerned, etc.),
In the same way, it can also be considered that any procedure
subcontract agreements, amendments, variations orders, new this modification depending on whether it concerns:
describing the mode of execution of an element of the Contract • Type of modification (Addendum, Variation, New Price
prices, requests for additional payments, memoranda of claim, issued within the framework of a Quality Assurance Plan can be • The remuneration of the Consultant, notification, etc.),
statements, etc… considered as a modification of the Contract or at least an addition • The schedule or key dates,
• Nature of the modification (administrative, technical, time,
from when validated by the Client. It is therefore important to pay • The scope of services,
2. Contractual correspondence etc…),
close attention to the contractual and technical references when • The Technical Specifications,
This concerns all the correspondence, e-mails, letters • Characteristic dates (submission to the Client, signature of
drafting this type of documentation. • The Contract Conditions,
exchanged between the Parties to the Contract having a the Parties to the Contract, entry into force)
However, in general, a modification to the Contract must be • Others…
contractual scope, relating to the execution of the Contract The exchanged letters regarding such modifications are
formalized using the following documents: The reasons for the modifications to the Contract are to be recorded in the X-Ref table linked to the contractual event at
or its interpretation, or to any of the obligations or any of the • Amendment, precisely identified and monitored by the Consultant (Project the origin of the modification of the Contract.
rights guaranteed by the Contract. • New prices/rates notification, Manager or Contract Manager/Officer) in a specific register.
3. Notification/instructions • Variation notification (in FIDIC),
• Notification of an Extension of Time,
Notifications or instructions correspond to specific actions
provided for in the provisions of the Contract. They are issued • Notification of a volume increase,
by the Client and must be generally complied with by the • Any other agreement if it is shared and signed by both
Parties (Settlement Agreement)
Consultant. Should the Consultant be dissatisfied with such
Instruction or Notification, he may respond with disapproval The modification of the Contract may be necessary by:
or reservation, and should justify his position with supporting 1. External circumstances (e.g., changes in legislation, delay of
particulars. the Project),

4. Contractual events register 2. Client requests (modification of Programs),

This register lists all the events that have occurred on the 3. more rarely reasons linked to the Consultant (e.g. change of
Contract and that should be regularly maintained by the company name).
Consultant (Project Manager or Project Manager/Officer)
according to the developments that have occurred with
reference to the identified event, such as a logbook of
contractual events. The implementation of the register requires
discipline in the day-to-day management of events and their
consequences. This register can be combined with the X-Ref
table as far as the evolution of the contractual situation of
an event is generally linked to the transmission or receipt of
contractual correspondence on the subject.

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B4. MANAGE CONTRACT MODIFICATIONS

4.2 PREPARING AN AMENDMENT

INPUT DATA PROCESS OUTCOME

1. Contractual documentation Need for an Amendment to the Contract • A release clause (or exclusion clause): this clause is not 1. Amendment to the Contract
All the documentation relating to Contracts and modifications mandatory but is useful to protect Egis from claims or disputes An Amendment (sometimes mentioned also as
In general, it will become necessary to draft an Amendment to the
(Contract agreements, general clauses, particular clauses, from the Client. This clause may only concern the purpose of the an Addendum) is a legally binding document
Contract when one or more clauses are modified in the General
Amendment, in which case it will prohibit any recourse by either
clarifications, technical specifications, drawings, technical and Particular Conditions of the Contract. These may be changes which describes the execution of an additional
Party on issues mentioned in the Amendment. It may also be a
and financial offer, consortium agreements, subcontract in key dates, duration, extension of the scope of services, change in or modified clause, or an additional agreement
release “to date,” i.e., it would prohibit any recourse by either
agreements, amendments, variations orders, new prices, the conditions of execution, etc. An amendment to the Contract may allowing one or more modifications to be made
party to the Contract for all events that occurred before the date
requests for additional payments, memoranda of claim, also regularize intermediate agreements, price notifications, claims, with the agreement of the parties to an existing
of signature of the Amendment.
statements, etc.) amicable settlements, etc. Contract.
• An article relating to the entry into force of the Amendment (pre-
A correctly worded Amendment to the Contract should avoid difficulties conditions, or date, or signature of the Amendment)
2. Contractual correspondence of interpretation and shall, as a minimum: 2. Contract changes register update
• An article entitled “Miscellaneous” which will contain the
This concerns all the correspondence, e-mails, letters • specify the points on which the initial agreement is modified (e.g.: following general mentions: This register shall specify the following elements:
exchanged between the Parties to the Contract having a persons or places concerned, price, duration, objective, etc.), • A statement that all the terms, words or expressions of the • Contractual Event at the origin of the
contractual scope relating to the execution of the Contract or • specify and record the elements of the original contract, which Amendment have the same meaning as those defined in the modification (Date, nature, clauses concerned,
its interpretation, or to any of the obligations or any of the are not modified initial Contract, etc.),
rights guaranteed by the Contract. • avoid ambiguity and any inconsistency between the original • A statement that records that in case of any inconsistency or • Type of modification (Addendum, Variation,
contract and the amendment. contradiction between the terms of the amendment and those New Price notification, etc.)
3. Notification/instructions of the original Contract and any other amendments, then it is
It is common for a contract to stipulate that an amendment to the latter • Nature of the modification (administrative,
Notifications or instructions correspond to specific actions the current amendment that will be enforceable (and not the
can only take effect once the written agreement has been signed by the technical, time, etc…)
provided for in the provisions of the Contract. They are issued parties. opposite!)
by the Client and must be generally complied with by the • Characteristic dates (submission to the Client,
• A statement recording that all the articles of the original
Consultant. Should the Consultant be dissatisfied with such To the extent that, to be applicable, it must be signed by both Parties, signature of the Parties to the Contract, entry
Contract or its amendments not modified by the amendment
Instruction or Notification, he might respond with disapproval it is important that it is for the benefit of both Parties to the Contract.
shall remain applicable;
into force)
or reservation, and should justify his position with supporting
If an amendment does not benefit to Egis, it must not be signed by its The exchange letters regarding such
• A statement recording that the law and the articles aimed at
representative. Indeed, it is preferable to stay in the scheme of the initial modifications are recorded in the X-Ref Table
particulars. Contract.
the resolution of conflicts and disputes apply mutatis mutandis
to the amendment linked to the contractual event at the origin of
4. Contractual events register Components of an Amendment • Signatures: The names and titles of the representatives shall the modification of the Contract.
This register lists all the events that have occurred on the A typical Amendment would include the following parts: be listed as well as the references to the powers of attorney, if
Contract. It should be updated in real time according to • The number of the amendment and the reference to the applicable.
the developments that have occurred with reference to the Contract; • The dates of signature of the Amendment and stamps, if required.
identified event, such as a logbook of contractual events. • The Parties to the Contract;
The implementation of this register requires discipline in the • WHEREAS (or Recital): introduction that will describe the
day-to-day management of events and their consequences. history of the Contract (signature, entry into force, previous
This register can be combined with the X-Ref table as far Amendments), then the reasons and the contractual chronology
as the evolution of the contractual situation of an event is which led to the Amendment;
generally linked to the transmission or receipt of contractual • Then the statement “It has been agreed between the Parties as
correspondence on the subject matter. follows:”;
• Purpose: A first article giving the purpose of the amendment.
• The body of the Amendment: It is comprised of articles
describing the changes to the original Contract. The articles
which modify the original Contract must be accurately
referenced.

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CONTENTS A B C

B4. MANAGE CONTRACT MODIFICATIONS

4.3 PREPARE VARIATIONS (REFER TO FIDIC MODEL SERVICES AGREEMENT (MSA) 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual documentation Warning For contracts governed by the FIDIC MSA 2017, such instruction 1. Change request notification (Consultant)
All the Documentation relating to the Contract and its shall be issued under Clause 5.1.3 of the Contract (with With a change request notification, the Consultant shall provide
The following narrative relates to an unamended set of General
modifications. reference to Clause 1.3 [Notices and other Communications]. the necessary particulars supporting the request, including:
Conditions of Contract; therefore, the Particular Conditions
need to be reviewed as often Clients delete clauses in their Variation Initiated by the Client 1) A detailed description of the circumstances giving rise to
2. Contractual correspondence entirety or make significant amendments, particularly within the request,
A variation may be initiated by the Client by requesting a
This concerns all the correspondence, e-mails, letters the change or variations clauses.
proposal from the Consultant. The Consultant’s response 2) A description of the proposed change,
exchanged between the Parties to the Contract having a Variations Regime under FIDIC MSA 2017 shall be in writing and not unreasonably withheld or delayed. 3) A description of the impact of the variation on his services,
contractual scope, relating to the execution of the Contract or 4) An assessment of the impact of the change on the services
its interpretation, or to any of the obligations of the Contract. A variation means any change to the Services instructed or If the variation request results in an Instruction or a Variation
and works of others,
approved as a Variation under Clause 5.1 [Variations]. Notice issued to the Consultant by the Client, and if the Project
Consultant considers that:
5) A detailed calculation of the monetary value of the change, if
3. Notification/instructions A Variation may be initiated by the Client or by the Consultant any, to be paid or deducted for the execution of the variation,
Notifications or instructions correspond to specific actions at any time prior to the Completion of the Services. It may be a) It does not possess the relevant skills or resources to carry
out the variation, or 6) The impact, if any, on the Project in terms of quality,
provided for within the Contract. They are issued by the Client issued in respect of any of the following: programme, future maintenance, operational cost, and
and must be generally complied with by the Consultant. a) Amendment to the scope of services, b) The variation will substantially change the nature of the
scope of services, maintenance costs.
Should the Consultant be dissatisfied with such Instruction or b) Changes to personnel, equipment, facilities, or Services by
Notification, he might respond with disapproval or reservation, the Client, The Consultant should issue prompt notice to Client. In not doing 2. Consultant response to a client’s request for proposal
and should justify his position with supporting particulars. c)  Omission of part of the services, but only where such this, he may be bound by the variation and obliged to implement The Consultant’s response shall include:
omitted services are no longer required by the Client it. However, the Consultant will not lose his right to claim for 1) Detailed understanding by the Consultant of the change of
4. Contractual events register (meaning that the Client cannot omit such services to have additional cost or an Extension of Time for this Variation.
the scope including the impact on other works and services,
This is a register listing all the events that have occurred on them performed directly or by others), Variation Initiated by the Consultant 2) A detailed calculation of the monetary value of the change, if
the Contract and that should be updated in real time according d)  Changes in the specified sequence or timing for the any, to be paid or deducted for the execution of the variation,
performance of the services, The Consultant may propose a variation at any time prior to
to the developments that have occurred with reference to the 3) The impact on the Project Programme.
the completion where:
identified event, such as a logbook of contractual events. The e) Changes in the methodology for the implementation of the
services, 1) The Consultant believes that he has identified ways
implementation of this register requires discipline in the day-
and means to improve the Services in terms of quality,
3. Variation notice (from the Client)
to-day management of events and their consequences. This f) Changes in legislation, statute, statutory instrument, order, Any variation or instruction of changed services should include
completion time or reduction of costs,
register can be combined with the X-Ref table as far as the regulation, law, directive, code, or other legislation having the following content:
an impact to the services, 2) He has identified changes to the services that are due to
evolution of the contractual event is generally linked to the events beyond the Consultant’s control, such as exceptional 1) A description of the circumstances requiring the variation,
transmission or receipt of contractual correspondence on the g) Where there is a conflict between the documents forming
events, changes in legislation or changed circumstances. 2) A detailed description of the change to the scope of services,
subject matter. part of the contract/service agreement, to resolve such
3) A description of the impact of the Variation on other works
conflict, In such cases, the Consultant shall notify the Client by way of
a “Change Request” or “Improvement Request”. This should
and services,
5. Process h) In the event of any error, omission, or ambiguity in the
4) The monetary value, if any, to be paid or deducted because
information provided to the Consultant, be issued as soon as possible with respect to any opportunity
to improve the Project, or as soon as he becomes aware of any of the variation,
i) If an ambiguity or discrepancy is found between the
Consultant’s obligations under the contract and the event or circumstances that is beyond his control. 5) The Impact on the Project Time programme
Consultant’s duties under the works contract, Agreement on the value of the Variation 4. Update of contractual registers
j) Where an Exceptional Event [Sub-Clause 4.6] gives rise to
an unavoidable change in the required scope of services,
It is preferable that the Client and the Consultant agree on the The registers to be updated are the following:
value of any variation, its method of calculation, on the potential • Contractual Events Register • Contract Changes Register
k) In the case of proposal submitted by the Consultant (at the
impact on other part of the services and on the programme for • X-Ref tables • Register of Disputes .
Client’s request or otherwise) and accepted in writing by
completion of the Consultant’s services. The agreement when
the Client.
reached shall be confirmed in writing (e-mail, signed Minutes of 5. Dispute Referral
Wherever the provisions of the Contract provide for the issue Meeting, etc…) before the Variation is instructed to the Consultant
In the event of disagreement on the conditions of performance
or receipt of a variation notice, a variation, or an instruction of by way of Instruction, Variation Notice or Variation Order.
of the Additional Services or the monetary value, the Contract
changed services, this notice, variation, or instruction shall be
The value of any variation shall be determined based upon holder may register a dispute to be administered under the
in writing and identified as such with reference to the clause
appropriate rates of the Contract , or if not applicable then new Contract, taking account of the provisions listed within FIDIC
or sub-clause of the Contract.
rates shall be agreed by the Parties. 2017 MSA Clause 10 [Disputes and Arbitration]

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CONTENTS A B C

B5. DELAYS AND EXTENTION OF TIME

The reasons that may lead to delays and to extend the Within the framework of FIDIC Contracts (Model PROCESS
deadlines of our Contracts can originate from many Services Agreement 2017), there is no provision for
sources: explicit foreclosure as in the French CCAGs. In the event
• changes to the Project itself (scope, importance, of the occurrence of an event or circumstances likely
key dates, etc.); to cause a delay, the Contract holder must however
• new requirements from stakeholders: promptly notify the Client. Anyway, it is important to
• changes to the content of the services, carefully check the Particular Conditions of Contract on
their conditions of execution, or the level of this point because they may have imposed foreclosure
performance expected! periods.
• the performance of Contract resources: All requests for Extension of Time must be identified
• the occurrence of Contractual Events: and brought to the attention of the Client as such
• etc… and in writing. These requests shall be recorded in a
specific register of modifications to the Contract, which
The need for extension of time may arise from explicit is regularly updated. The answers from the Client and
events (for example, requested by the client) or implicit follow-up given are recorded there.
events (consequences of a related decision or parties
outside the Contract under the Client’s responsibility Requests for Extension of Time must have been duly
such as delays by a Contractor of Works). approved and notified by the contracting authority to be
applicable. The Extensions of Time granted are either
In general, time extensions are not automatic, they notified by the Client or may be subject to amendments
must be requested by the Contract holder and justified. of the Contract.
Within the framework of the new French CCAGs PI and NOTE: The only contractual effect of an Extension
MOE 2021, the Contract holder is subject to precise of Time is to release the Contract holder from delay
and strict deadlines (15 days for the CCAG PI and 30 Damages. However, Extensions of Time granted by the
days for the CCAG MOE) to submit a request for an Client may give rise to financial compensation.
extension of time from the presumed origins of the
delays, under penalty of foreclosure. These deadlines On the other hand, any delay in the delivery of the
may be modified within the Particular Conditions of services covered by the Contract is likely to result in the
Contract (CCAP). implementation of liquidated damages or penalties by
the Client should the fault be the Consultant’s.

GLOSSARY

PROGRAMME: A Programme is a plan of activities to COMMENCEMENT DATE: Means the date defined TIME FOR COMPLETION: Means the time for LIQUIDATED DAMAGES: Liquidated damages are not
be done or things to be achieved, organised in a in the Particular Conditions of Contract or completing the services or a part of the services penalties, they are pre-determined damages set
schedule showing the times or dates when they otherwise notified by the Client (under a Notice as defined in the Particular Conditions of Contract at the time that a contract is entered into, based
are intended to happen or to be done. to proceed for example) to start the services. on a calculation of the actual loss the client is
EXTENSION OF TIME (EOT): Additional time awarded
Where no date is identified in the Particular likely to incur if the contractor fails to meet the
EFFECTIVE DATE: Means the date on which the and notified by the Client to perform part of or full
Conditions or mechanism to notify this date, the completion date.
Contract comes into force and effect. services as defined in the Contract.
Commencement Date shall be the Effective date

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CONTENTS A B C

B5. DELAYS AND EXTENTION OF TIME

5.1 ENTRY INTO FORCE AND COMMENCEMENT (MODEL SERVICES AGREEMENT FIDIC 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual Documentation Warning However, there are other actions concerning contractual aspects 1. Letters of Delegation
This can include all the documentation relating to the Contracts that, even if they are not specifically required by the GCC at the The purpose of such letters is to inform the
The following information relates to the general case described
and its modifications (Contract Agreements, General Clauses, Commencement of the Execution of the Contract, should be done Client of the Consultant’s Representative extent
in the General Conditions of Contract (GCC) but is to be adapted
in a timely manner such as:
Particular Clauses, Clarifications, Technical Specifications, according to the Particular Conditions of Contract (PCC) that may of powers and authorities delegated to him)
modify some of the GCC. • Notification to the Client of the Consultant’s Representative
Drawings, Technical and Financial offer, Consortium
extent of powers and authorities delegated to him (Letter of 2. Insurer’s Certificates
Agreements, Subcontract Agreements, Amendments, Variations Entry into Force Delegation)
Orders, New Prices/Rates, Requests for Additional Payments, When requested to do so by the Client, the
Unless otherwise provided in the Particular Conditions of Contract, • Delivering of the Advance Payment request and Performance Consultant shall produce insurance certificates
Memoranda of Claim, Statements, etc.) Security as the case may be (if not delivered at the signature of
according to Clause 4.1 [Agreement effective], the Agreement shall to show that the insurance cover required is being
become effective from the date of the latest signature necessary to the Contract),
2. Contractual Correspondence valid and effective.
complete the formal Agreement. This date is called the “Effective • Delivering of Insurance Certificate,
This concerns all the correspondence, e-mails, letters
Date”. • Requesting the advance Payment provided that such provisions 3. Advance payment
exchanged between the Parties to the Contract having a
Commencement of the Services Contract: are included in the PCC (generally against a Bank Guarantee) When included in the PCC, the advance payment
contractual scope or links, relating to the execution of the
• Requesting Client’s Financial Arrangements under SC 2.4 , is generally delivered, subject to the request
latter or its interpretation, to any of the obligations of the Pursuant to Clause 4.2 [Commencement and Completion should the Consultant have some doubts on the solvency of the
Contract. of Services], the Services shall not commence before the of the Consultant against a first demand Bank
Client,
Commencement Date is notified by the Client. If no date is specified Guarantee .
3. Notification/Instructions • Etc…
in the PCC, the Commencement Date shall be 14 days after the
Notifications or Instructions correspond to specific actions Effective Date.
provided for in the provisions of the Contract. They are issued Activities to be performed at the commencement of the Contract:
by the Client and must be generally complied with by the
Consultant. Should the Consultant be dissatisfied with such Pursuant to Clause 4.2 [Commencement and Completion of
Instruction or Notification, he might respond with disapproval Services], the “Consultant shall commence the performance
of the Services as soon as reasonably practicable after the
or reservation, and should justify his position with supporting
Commencement Date.
particulars.
There are no other specific obligations as requested in the GCC to
4. Contractual Events Register be performed at the beginning of the execution of the Contract than
This is a table listing all the events that have occurred on the providing the Programme pursuant to Clause 4.3 [Programme].
Contract and that should be updated in real time according
to the developments that have occurred with reference to the
identified event, such as a logbook of Contractual Events. The
implementation of this kind of table requires discipline in the
day-to-day management of events and their consequences.
This table can be combined with the X-Ref Table insofar as
the evolution of the contractual situation of an event is
generally linked to the transmission or receipt of Contractual
Correspondence on the subject.

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CONTENTS A B C

B5. DELAYS AND EXTENTION OF TIME

5.2 ESTABLISH THE PROGRAMME (MODEL SERVICES AGREEMENT FIDIC 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual Documentation Warning f) Any other contractual information that may This means that beyond the Time for 1. Programme
This can include all the documentation relating prove useful to the Consultant in the event of Completion, as soon as the Programme is The Programme of Services is to be prepared
The following information relates to the general
to the Contracts and its modifications (Contract subsequent modification of the conditions of “approved” by the Client, this Programme as part of the activities included at the
case described in the General Conditions of
execution of the Contract. becomes the contractual reference.
Agreements, General Clauses, Particular Contract (GCC) but is to be adapted according commencement of the Contract. It is important
Clauses, Clarifications, Technical Specifications, to the Particular Conditions of Contract (PCC) It is essential from a contractual point of The Consultant shall keep the Programme that the first version following the Technical
Drawings, Technical and Financial offer, that may modify some of the GCC. view that full attention is given by the Project under review and shall amend it as and when Offer is presented quickly to the Client at the
Consortium Agreements, Subcontract Agreements, Manager when preparing this Programme as: necessary to comply with the Contract. commencement of the Contract, to serve as
Obligation to prepare a Programme at the
Amendments, Variations Orders, New Prices/Rates, commencement of the Services • This is the first opportunity to engage in The approved Programme shall be treated as contractual reference vis-à-vis the further
Requests for Additional Payments, Memoranda of a substantive discussion with the Client the baseline Programme for reporting and modifications after the Contract.
Once the Contract has commenced, the on how the Consultant will organize his
Claim, Statements, etc.) Consultant shall prepare and submit the
further updates.
services, 2. Early Warning
Programme of his services, including date Program Monitoring
2. Contractual Correspondence • In all contracts, there are still questions, Contractual Events are likely to have an impact
of deliverables pursuant to Clause 4.3 ambiguities, elements to be clarified, the
This concerns all the correspondence, e-mails, It is necessary to monitor closely the Program on the deadlines and milestones. Such impact is
[Programme] within fourteen (14) days of the Work Program will make it possible to
letters exchanged between the Parties to the and to report on it to the Client. As soon as any to be recorded and information is to be given to
Commencement Date. present these ambiguities to resolve them
Contract having a contractual impact or links, delay appears, it is necessary to analyze the the Client as soon as possible.
This Programme shall include as a minimum: for the benefit of the consultant, causes:
relating to the execution of the latter or its
• The Work Program is a first opportunity to • If the causes are attributable to the Client 3. Requests for Extensionof Time EOT)
interpretation, to any of the obligations of the a) the order and timing in which the Consultant
“softly” amend the contractual reference or to third party’s action, it is necessary
Contract. intends to carry out the Services to complete Requests for Extension of Time on the Contract
framework of the Contract, both in terms to inform the Client as soon as such event
the Services within the Time for Completion; must be submitted to the Client as soon
of scheduling and means necessary for occurs pursuant to SC4.3.3 of the GCC –
3. Notification/Instructions b) any key dates stipulated in the Contract for as practicable after the occurrence of the
delivery. there is no time limit in the GCC, however
Notifications or Instructions correspond to the delivery of any part of the Services to the PCC need to be carefully reviewed on this
Contractual Event giving rise to the claim. In any
specific actions provided for in the provisions Depending on the size of the Contract, the case, all contractual documentation related to
Client; specific point – In any case, if there is no
of the Contract. They are issued by the Client Programme shall be set up under the following the event is to be kept as supporting particulars
c) 
the key dates when decisions, consents, tools: period listed then a reasonable limit should
and must be complied with by the Consultant. approvals, or information from the Client or be agreed with the Client. to substantiate any potential claim.
• Excel file
Should the Consultant be dissatisfied with such third parties is required to be given to the • If the causes are attributable to the
Instruction or Notification, he may respond with • MS Project
Consultant, the necessary acceleration
4. Progress monitoring
Consultant;
disapproval or reservation and should justify his • Primavera The follow-up of the Programme is to be done
measures should be implemented to make
d) 
any other requirements stated in the closely and regularly. The period of follow-up
position with supporting particulars. Note 1: The structure of the Programme up for the delay. It may also be useful
Contract must be monitored in the Contractual Events
must be compliant with the Work Breakdown to inform the Client to prevent possible
4. Contractual Events Register It may also include the following: Structure. application of penalties as far as possible. Register to avoid foreclosure.
This is a table listing all the events that a) 
list of deliverables with delivery dates Note 2: Primavera should be used only for
have occurred during the execution of the (milestones) complex and multi discipline contracts. It is to
Contract and that should be updated in real be noted that Primavera can be coupled with a
time according to the developments that have b) 
associated necessary means (this is an
risk module able to calculate probabilities on
opportunity to engage in a contractual
occurred with reference to the identified event, delays depending on the time impact of risks
discussion if necessary),
such as a logbook of Contractual Events. The identified on the Contract.
implementation of this kind of table requires c) list of tools and software used,
A contractual reference
discipline in the day-to-day management of d) 
impact of administrative decisions
events and their consequences. This table can Unless the Client, within fourteen (14) days of
necessary for the continuation of services
receiving the Programme, gives Notice to the
be combined with the X-Ref table as far as the where applicable (building permit, from
Consultant stating the extent to which it does
evolution of the contractual situation of an event administration instructing services, etc.)
not comply with the Contract, the Consultant
is generally linked to the transmission or receipt e) organization with respect to the approval of shall proceed in accordance with the
of Contractual Correspondence on the subject. deliverables by the Client (see Process B7.1 Programme, subject to its other obligations
– Taking Over) under the Agreement.

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CONTENTS A B C

B5. DELAYS AND EXTENTION OF TIME

5.3 REQUEST AND MANAGE AN EXTENSION OF TIME (MODEL SERVICES AGREEMENT FIDIC 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual Documentation Warning Consultant; • Clause 2.1 [Information] 1. Notification of an Extension of Time
This includes all the Documentation relating The following information relates to the d) any other requirements stated in Appendix • Clause 2.2 [Decisions] (of the Client) (EoT) request
to the Contracts and its modifications general case described in the General 4 [Programme]. • Clause 4.6 [Exceptional Event] With the notification of an EoT request, the
Conditions of Contract (GCC)GCC but is to be • Clause 6.1 [Suspension of Services] Consultant shall provide particulars supporting
(Contract Agreements, General Clauses, Unless the Client, within fourteen (14) days
adapted according to the Particular Conditions
Particular Clauses, Clarifications, Technical of receiving the Programme, gives Notice Should the Consultant not receive payment, he the request, including:
of Contract (PCC) that may modify some of the
Specifications, Drawings, Technical and Financial to the Consultant stating the extent to which is entitled to suspend all or part of the Services, 1) A detailed description of the circumstances
clauses.
offer, Consortium Agreements, Subcontract it does not comply with the Agreement, the pursuant to sub-clause 6.1.2 a) [Suspension of giving rise to the request,
Agreements, Amendments, Variations Orders, New Commencement of the Services Contract Consultant shall proceed in accordance with Services], which does not automatically entitle 2) The Extension of Time requested,
According to Clause 4.1 [Agreement effective], the Programme, subject to its other obligations the Consultant to Extension of Time 3) A description of the impact of the EoT on the
Prices/Rates, Requests for Additional Payments,
the Agreement shall be effective from the date under the Agreement”. Services,
Memoranda of Claim, Statements, etc.) How to request an EoT?
of the latest signature necessary to complete
This means that beyond the notion of Time Any entitlement of the Consultant to an 4) An updated Programme issued pursuant to
2. Contractual Correspondence the formal Agreement. This date is called the
for Completion, as soon as the Programme Extension of Time is to be notified to the Sub-clause 4.3.3 [Programme]
“Effective Date”. However, the Services shall
This concerns all the correspondence, e-mails, is “approved” by the Client, this Programme Client pursuant to Sub Clause 4.4 [delays] 5) An assessment of the impact of the change on
not commence before the Commencement as
letters exchanged between the Parties to the becomes the contractual reference. and 5.1.3 [Variations] as such the reason for the Services and works of others,
identified in the PCC, which, in case no date is
Contract having a contractual scope or links, identified in the PCC shall be 14 days after the What to do if the Consultant cannot complete such entitlement may be considered as a 6) A detailed calculation of the monetary value
relating to the execution of the latter or its Effective Date. the Services within the Time for Completion? circumstance constituting a Variation to the of the change, if any, to be paid with respect
interpretation, to any of the obligations of the Sub-clause 4.3.2 of the GCC gives obligation Services. An updated Programme should be to the EoT.
Pursuant to Clause 4.2 [Commencement and provided with this request.
Contract. to the Parties to promptly give Notice to each
Completion of Services], the “Consultant shall 2. EoT Notice
other of any specific, actual or probable future Entitlement to request for Prolongation
3. Notification/Instructions commence the performance of the Services
events or circumstances which may adversely Cost is provided for with sub-clause 4.3.3 In response to the Consultant’s request, and if
as soon as reasonably practicable after the
Notifications or Instructions correspond to affect or delay the Services or lead to an [Programme] the Client agrees with the request, he may issue
Commencement Date ”.
specific actions provided for in the provisions of increase in the cost of the Services. an EoT Notice granting the EoT requested.
Time for Completion The Extension of Time, if granted by the Clien,t
the Contract. They are issued by the Client and In not doing so, the Consultant may lose his
It means the time for completing the Services should then be awarded by Notice issued by the 3. Time Amendment
must be generally complied by the Consultant. entitlement to Extension of Time. Client. Better is to regularize such EoT through
as stated in the PCC, or as may be amended A Time Amendment may regularize any EoT
Should the Consultant be dissatisfied with such an Amendment to the Contract (although it is
in accordance with the Contract, calculated What gives entitlement to the Consultant for
Instruction or Notification, he might respond with not strictly necessary). awarded to the Consultant. Be careful about a
from the Commencement Date. Accordingly, Extension of Time (EoT)?
disapproval or reservation, and should justify his Pursuant to sub-clause 4.4 [Delays], SC
possible release clause, which would block the
the period of execution runs from the In case of such Amendment, the Consultant
position with supporting particulars. Commencement Date, and not from the 4.4.1, The Consultant shall be entitled to an possibility of requesting Prolongation Costs.
Prolongation Cost should be included. If not
Effective Date. extension of the Time for Completion if and to possible, then the Consultant should carefully
4. Contractual Events Register 4. Update of Contractual Registers
the extent that completion of the Services is or consider this Amendment and especially any
This is a table listing all the events that Programme as a contractual reference The registers to be updated are the following:
will be delayed by any of the following causes: release clause.
have occurred during the execution of the Pursuant to Clause 4.3 [Programme], “Within • Contractual Events Register
a) a Variation to the Services;
fourteen (14) days of the Commencement Date
Contract and that should be updated in real b) any delay, impediment or prevention caused • Contract Changes Register
the Consultant shall submit its Programme
time according to the developments that have by or attributable to the Client, or the • X-Ref tables
which shall include as a minimum:
occurred with reference to the identified event, Client’s other consultants, contractors, or
a) the order and timing in which the Consultant • Register of Disputes.
such as a logbook of Contractual Events. The other third parties;
intends to carry out the Services to complete
implementation of this kind of table requires c) an Exceptional Event; or 5. Dispute Referral
the Services within the Time for Completion;
discipline in the day-to-day management of d) any other event or circumstance giving an
b) any key dates stipulated in Appendix 4
entitlement to extension of the Time for
In the event of a disagreement regarding an
events and their consequences. This table can [Programme] or elsewhere in the Agreement Extension of Time request, the Consultant may
Completion under the Agreement.
be combined with the X-Ref table as far as the for the delivery of any part of the Services to register a dispute to be administered under the
evolution of the contractual situation of an event the Client; The other clauses circumstances that may Contract, taking account of the provisions listed
is generally linked to the transmission or receipt c) 
the key dates when decisions, consents, give entitlement are those described in the
within FIDIC 2017 MSA Clause 10 [Disputes and
of Contractual Correspondence on the subject. approvals or information from the Client or following clauses:
Arbitration].
third parties is required to be given to the • Clause 1.5 [Changes in legislation]

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CONTENTS A B C

B5. DELAYS AND EXTENTION OF TIME

5.4 SUSPENSION OF ALL OR PART OF THE SERVICES (MODEL SERVICES AGREEMENT FIDIC 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual Documentation Warning c) Failure by the Client to satisfy the with the Agreement up to the date of 1. EoT request notification
This includes all the Documentation relating requirements of Clause 2.4 [Client’s suspension of the Services or part With an EoT request notification, the Consultant shall provide particulars
The following information relates to the
to the Contracts and its modifications Financial Arrangements]. thereof. supporting the request, including:
general case described in the General
(Contract Agreements, General Clauses, Conditions of Contract (GCC) but is to In such case, the Consultant shall give If during the suspension and 1) A detailed description of the circumstances giving rise to the request,
Particular Clauses, Clarifications, Technical be adapted according to the Particular Notice to the Client: resumption of Services or part thereof 2) The Extension of Time Requested,
Specifications, Drawings, Technical and Financial Conditions of Contract (PCC) that may • within 7 days in case of a) the Consultant incurs Exceptional 3) A description of the impact of the EoT on the Services,
offer, Consortium Agreements, Subcontract modify some of the GCC. • as soon as practicable in case of b), Costs, then: 4) An updated Programme issued pursuant to Sub-clause 4.3.3 [Programme]
Agreements, Amendments, Variations Orders, New Suspension of the Services by the • without further Notice a) 
the agreed remuneration shall be 5) An assessment of the impact of the change on the Services and works of
Prices/Rates, Requests for Additional Payments, Client: • if the Client has failed to respond adjusted in accordance with Clause others,
Memoranda of Claim, Statements, etc.) Pursuant to Clause 6.1.1 [Suspension
to a Consultant’s Request 7.1.2 [Payment to the Consultant]; 6) A detailed calculation of the monetary value of the change, if any, to be
regarding case c) within 28 days, paid with respect to the EoT.
of Services], the Client may suspend b) 
the Time for Completion shall be
2. Contractual Correspondence • if the Consultant, acting
all or part of the Services at its sole amended in accordance with Clause
This concerns all the correspondence, e-mails, discretion and for any reason by giving reasonably, is not satisfied with 4.4 [Delays] to reflect the effect of the
2. Notice of Exceptional Costs (Consultant)
letters exchanged between the Parties to the twenty-eight (28) days’ Notice to the the changes proposed by the suspension on the Programme. With a Notice of Exceptional Costs, the Consultant shall provide particulars
Contract having a contractual scope or links, Consultant. Client and/or corresponding supporting the request, including:
supporting particulars in his c) as soon as reasonably practicable the
relating to the execution of the latter or its 1) A detailed description of the circumstances giving rise to the request,
Pursuant to Clause 6.2.1 [Resumption financial arrangements. Consultant shall inform the Client by
interpretation, to any of the obligations of the 2) A description of the impact of the event on the Services,
of Suspended Services], when the issue of a Notice of the occurrence of
Contract. Services have been suspended under Obligations of the Consultant resulting these Exceptional Costs.
3) The justification that the costs incurred where necessary and unavoidable,
Clause 6.1.1 [Suspension of Services] from a suspension 4) A detailed calculation of the monetary value of the Exceptional Costs to
3. Notification/Instructions The understanding of this Clause be reimbursed,
the Consultant shall resume the The obligations of the Consultant
Notifications or Instructions correspond to 6.3.3 is that if the Consultant does 5) Particulars (including any necessary invoices) of the Exceptional costs
Services or part thereof, as the case resulting from a suspension of the
specific actions provided for in the provisions not incur Exceptional Costs, then he
may be, within twenty-eight (28) days’ Services are the following: incurred are to be included in appendix to the Notice.
of the Contract. They are issued by the Client is not entitled to an EoT (Extension Of
of receipt of Notice from the Client • During the period of suspension the Time). For example, if the suspension 3. EoT Notice
and must be generally complied with by instructing the Consultant to resume Consultant shall not perform the occurs at a time when the Consultant
the Consultant. Should the Consultant be the Services or part thereof. Services or part thereof as the case In response to the Consultant’s request, and if the Client agrees with the
was fully demobilized (during holiday
dissatisfied with such Instruction or Notification, Suspension of Suspension of the may be, for example), then there will be no EoT request, he may issue an EoT Notice granting the EoT requested.
he might respond with disapproval or reservation, Services by the Consultant • The Consultant shall ensure, so far granted for the suspension.
and should justify his position with supporting as is reasonably practicable, the
4. Time and Cost Amendment
particulars. Pursuant to Clause 6.1.2 [Suspension If the Consultant incurs Exceptional A Time and Cost Amendment may regularize any suspension of all or part of
security, maintenance and custody
of Services], The Consultant may Costs during the suspension, then the Contract. Be careful if such amendment only deals with time extension.
of the Services so as to prevent
4. Contractual Events Register suspend all or part of the Services in costs and extra time are to be notified
spoilage or loss,
the following circumstances: to the Client as soon as reasonably 5. Update of Contractual Registers
This is a table listing all the events that • Where an Exceptional Event has
practicable (refer to process B4.4 and The registers tobe updated are the following:
have occurred during the execution of the a) 
When the Consultant has not arisen, the Consultant shall take
B5.1).
Contract and that should be updated in real received payment of an invoice or a reasonable endeavours to avoid or • Contractual Events Register
time according to the developments that have part of an invoice, as the case may minimise such suspension of all or • f Contract Changes Register
occurred with reference to the identified event, be, by the due date for payment of part of the Services, • X-Ref tables
such invoice and the Client has not • The Consultant shall take
such as a logbook of Contractual Events. The • Register of Disputes.
issued a valid Notice in accordance reasonable measures to mitigate
implementation of this kind of table requires
with Clause 7.5 [Disputed Invoices] the effects of the suspension of the
discipline in the day-to-day management of stating the reasons for non-payment
6. Dispute referral
Services or part thereof.
events and their consequences. This table can of the invoice or part thereof, In the event of a disagreement regarding the consequences of the suspension
be combined with the X-Ref table insofar as the Entitlement of the Consultant resulting (time and cost), the Consultant may declare a Dispute to be settled under
evolution of the contractual situation of an event b) Where an Exceptional Event arises, from a suspension the provisions of the Contract.
including that contemplated under
is generally linked to the transmission or receipt The Consultant shall be paid for
Clause 3.8 [Safety and Security of
of contractual correspondence on the subject. Services performed in accordance
Consultant’s Personnel],

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CONTENTS A B C

B5. DELAYS AND EXTENTION OF TIME

5.5 DELAYS OF THE CONSULTANT (MODEL SERVICES AGREEMENT FIDIC 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual Documentation Warning submit its Programme which shall include of the Contract (PCC or otherwise), the 1. Programme
This includes all the Documentation relating the order and timing in which the Consultant general Clause 8 [Liabilities] would The Programme of the Consultant is to be provided within 14 days of the
The following information relates to the
to the Contracts and its modifications intends to carry out the Services in order to apply, considering that the failure of the Commencement Date. It shall include as a minimum:
general case described in the General
complete the Services within the Time for Consultant to provide the Services within
(Contract Agreements, General Clauses, Conditions of Contract (GCC) but is to • the order and timing in which the Consultant intends to carry out the
Completion”. the Period for Completion constitutes a
Particular Clauses, Clarifications, Technical be adapted according to the Particular Services to complete the Services within the Time for Completion,
Sub-Clause 4.3.2 provides that: “Unless breach to the Contract by the Consultant.
Specifications, Drawings, Technical and Financial Conditions of Contract (PCC) that may
the Client, within fourteen (14) days of Accordingly, damages shall be payable • any key dates stipulated (…) in the Agreement for the delivery of any part
offer, Consortium Agreements, Subcontract modify some of the clauses.
receiving the Programme, gives Notice to to the Client, limited to the amount of of the Services to the Client,
Agreements, Amendments, Variations Orders, New Calculation of time period the Consultant stating the extent to which reasonably foreseeable loss and damage • the key dates when decisions, consents, approvals, or information from
Prices/Rates, Requests for Additional Payments, it does not comply with the Agreement, the suffered as a direct result of the breach, the Client or third parties is required to be given to the Consultant,
All time periods expressed in days are
Memoranda of Claim, Statements, etc.) calendar days (i.e., including Saturdays, Consultant shall proceed in accordance subject to the limit stated in the Contract • any other requirements stated in (the Contract)
Sundays, and public holidays), unless they with the Programme, subject to its other (Sub-clause 8.3 [Limit of liabilities]). To clarify the completion phase, it may include as well:
2. Contractual correspondence obligations under the Agreement”.
are expressly mentioned in working days. Any disputes regarding calculation of • reasonable time for the Client to review the deliverables,
This concerns all the correspondence, e-mails, Accordingly, when establishing the losses and damages shall be settled
Any time limit mentioned begins to run • reasonable time for the Consultant to review the deliverables and
letters exchanged between the Parties to the Programme of the activities, it is of the according to the corresponding provisions
at 0:00hrs. the day after the occurrence resubmit it within the Time for Completion.
Contract having a contractual scope or links, of the event which serves as the starting utmost importance that the Consultant of the Contract included in Clause 10
relating to the execution of the latter or its point for this time limit. includes in the Programme reasonable [Disputes and Arbitration]. 2. Penalties for Delay (Delay Damages or Liquidated Damages):
interpretation, to any of the obligations of the time: Should the Contract include Delay
The period expressed in days expires at Non-compliance with the execution deadlines may lead to the payment of
Contract. midnight on the last day of the period. • for the Client to review the damages, it is to be noted that they
delay penalties. Such are intended to encourage Contract holders to respect
deliverables, shall be the only damages due from the
3. Notification/Instructions Completion of Services their commitments. They take the form of lump sum pecuniary sanctions,
• for the Consultant to review the Consultant to the Client for such default.
Notifications or Instructions correspond to deliverables and resubmissions. Delay Damages shall not relieve the
which replace damages to be assessed using the general liability principles
The Model Services Agreement FIDIC
specific actions provided for in the provisions of 2017 does not provide for any specific Consultant from his obligations to deliver of applicable law (i.e based on the economic loss suffered because of
Pursuant to Clause 4.3.2, unless the
the Contract. They are issued by the Client and mechanism regarding the completion of the Services or from any other obligations the delay). They have a dissuasive and reparative function. They limit the
Client, within fourteen (14) days of
must be generally abided for by the Consultant. Services. receiving the Programme, gives Notice or responsibilities due under the Contract. contracting authority from claiming any additional compensation for the
Should the Consultant be dissatisfied with such For example, when the Services consist to the Consultant stating the extent It is to be noted that delay in delivering losses and damages they cover.
Instruction or Notification, he might respond with of providing a specific design to the to which it does not comply with the Services may be construed by the Client
3. Notice of Delay
disapproval or reservation, and should justify his Client, or deliverables, does the period Agreement, the Consultant shall proceed as the Consultant being in breach of a
position with supporting particulars. for completion include the time taken by in accordance with the Programme. This material term or condition of the Contract, In case of delay attributable to the Consultant and/or his subcontractor,
the Client to review the documentation can be construed as the Client having giving entitlement to Termination of the a good practice which would help to minimize such the Client’s potential
4. Contractual Events Register provided or not? approved the Programme. Contract (especially if the Consultant has losses and damages is to inform sufficiently in advance the Client of any
This is a table listing all the events that Similarly, when the Services consist of Should the Client respond and provide failed to inform the Client of potential possible delay which would be attributable to the Consultant and/or his
have occurred during the execution of the supervising the Works, does the period comment, it would give the opportunity delay). sub-contractors.
Contract and that should be updated in real for completion include the DNP (Defect to the Parties to discuss this issue and Good practice
Notification Period) and the post DNP find a common understanding of what 4. Update of Contractual Registers
time according to the developments that have
activities? should be considered as the Completion A good practice, which would help to The registers to be updated are the following:
occurred with reference to the identified event, minimize such losses and damages from
such as a logbook of Contractual Events. The In the silence of the Contract, these of Services. • Contractual Events Register
the Client, is to inform sufficiently in
implementation of this kind of table requires specific aspects are to be clarified at the What happens if the Consultant is in advance the Client of any possible delay
• Contract modifications Register
discipline in the day-to-day management of commencement of the Services. The delay for reasons not attributable to the • X-Ref tables
attributable to the Consultant or his sub-
events and their consequences. This table can specific provision of the GCC that may Client or third parties? • Register of Disputes
contractors.
help to clarify the situation after the
be combined with the X-Ref Table insofar as the In case of delay attributable to the It may also be possible to include in Sub-
Commencement of the Activities is the 5. Dispute referral
evolution of the contractual situation of an event Consultant and/or his subcontractor, contractor’s Contracts reasonable Delay
Clause 4.3 [Programme].
is generally linked to the transmission or receipt there is no specific provision in the Damages in case of losses or damages In the event of a disagreement regarding the consequences of the breach
of Contractual Correspondence on the subject. Sub-Clause 4.3.1 provides that: MSA FIDIC 2017 which would provide attributable to delay from subcontractors. of contract by the Consultant (time and cost), the Consultant may declare a
“Within fourteen (14) days of the for application of penalties or Delay Dispute to be settled under the provisions of the Contract.
Commencement Date the Consultant shall Damages. Accordingly, and in the silence

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CONTENTS A B C

B6. MANAGE CONTRACT REMUNERATION

The effective management of the Remuneration of the Regarding public procurement in France, PROCESS
Contract ensures that the requirements provided for dematerialized invoicing has been made compulsory
in the Contract relating to the payment of services, for all large and small companies since January 1,
whether they relate to the services provided for in the 2019 and since January 1, 2020 for small companies
Contract or additional services notified by the Client (less than 10 employees). Accordingly, companies
through amendment, variation notices or otherwise, must create an account on the Chorus Pro platform to
are properly respected. send payment requests to entities in the public sphere.
This financial management includes: Similarly, in the context of French public contracts, the
• Verification of the financial conditions for the Public Contracts Code provides that subcontractors
entry into force of the Contract and the invoicing, and partners of a contract holder, as approved by the
• Confirming the form of invoices, the Customer’s buyer are paid directly by the buyer for the part of the
approval and invoice processing, contract which they ensure the execution (beyond a
• Verification of local regulations and applicable certain threshold – for information, this threshold is
taxes, 600 € as it results from article 6 of the Law 75-1334
of December 31, 1975 relating to subcontracting,
• Establishment of the invoicing schedule,
amended by Ordinance No. 2018-1074 of November
in connection with the programme and the
26, 2018 art.12).
remuneration conditions provided for in the
Contract, Regarding private contracts or public contracts
• Establishment of the conditions necessary awarded outside France or with supranational
for the advance payment, when the Contract Institutions, the rules to be followed for the edition and
provides for it, and proper consideration for transmission of invoices are those laid down by the
reimbursement, Customers.
• Establish regular issue of invoices (monthly)
as the Contract progresses, according to the
payment conditions provided for in the Contract
(lump-sum contract, time-based contract, etc…),
• Follow-up of the progress of the invoicing
in parallel with the physical progress of the
services,
• Monitoring payments with the implementation
of the necessary actions in the event of late
payment to minimise unpaid invoices, and
recover interest for late payment as the case
may be.

GLOSSARY

INVOICE: An invoice is a time-stamped commercial PROFORMA INVOICE: Usually, a proforma invoice INVOICING SCHEDULE: An invoicing schedule presents FINANCING CHARGES: Financing charges designate a
document that itemizes and records a transaction is a preliminary bill or estimated invoice which the estimated amounts to be invoiced by the seller form of reparation for the damage caused to the
between a Client and a seller. An invoice is a is used to request payment from the Client for by specified for each phase of the Contract or creditor of a sum of money due with respect to
submitted by a provider to a Client, identifying the goods or services before they are supplied. In our according to the terms of the remuneration for the delay taken by his debtor to pay this sum in
transaction for which the Client owes payment to Contracts, a proforma invoice, when requested the services of the Contract. It applies each time accordance with the payment terms.
the issuer. This document represents an asset of by the Customer, may correspond to a document where the remuneration is not invoiced all at
the issuer and a liability of the Client. which has the form of an invoice and whose once.
objective for the Client is to verify the amount that
the seller intends to invoice, before the invoice is
issued.

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CONTENTS A B C

B6. MANAGE CONTRACT REMUNERATION

6.1 ACTIONS PRIOR TO INVOICING (MODEL SERVICES AGREEMENT FIDIC 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual documentation Warning • Supporting documentation for the invoice, possible to verify the cash flow curve of the 1. Invoicing procedure
This includes all the documentation relating • Verification of local regulations and Contract according to the expenses. This procedure will include the process and
The following information relates to the general
to the Contracts and its modifications case described in the General Conditions of applicable taxes, particularly with regard to The invoicing schedule must be updated each terms of invoicing. It is advisable to submit this
(Contract Agreements, General Clauses, Contract (GCC) but is to be adapted according VAT, time the Contract changes (additional services, procedure to the Client for approval to ensure
Particular Clauses, Clarifications, Technical to the Particular Conditions of Contract (PCC) • Verification of price update conditions, financial amendment). alignment with their processes.
Specifications, drawings, technical and financial that may modify some of the clauses. • Invoicing submission method (some
Control of the execution of operations prior to
offer, Consortium Agreements, Subcontract customers request in particular the prior 2. Check list of actions prior to invoicing
Entry into Force invoicing
submission of a pro-forma invoice to be This checklist will help to verify that the operations
Agreements, Amendments, Variations Orders, new
Unless otherwise provided in the Particular validated before the Service Provider The completion of the verification may be prior to invoicing have been completed. It may be
prices/rates, requests for additional payments,
Conditions of Contract, according to Clause submits the invoice) checked by means of a checklist to be included
Memoranda of Claim, statements, etc.) attached to the initial Contract Execution Review,
4.1 [Agreement effective], the Agreement shall • A critical point is also the dematerialization in the initial Contract Execution Review.
and/or to the invoicing procedure.
become effective from the date of the latest of the invoice. For example, concerning Invoicing procedure
signature necessary to complete the formal public contracts in France, dematerialized
Agreement. This date is called the “Effective invoicing is now mandatory On Contracts of significant size, it may be
Date”. useful and necessary to provide for the drafting
Regarding private contracts or public contracts of a specific procedure relating to invoicing.
Verification of financial conditions awarded outside France or with supranational Such procedure may be part of wider Contract
Generally, the PCC include provisions where institutions, the rules to be followed for the Management Procedure.
no invoice can be submitted if the financial drafting and submission of invoices are those
conditions regarding Performance Security required by the Client.
(PS) have not been met. Such PS is generally Payment of subcontractors
provided through a Bank Guarantee at first
Although the Contract or the local legislation
demand for an amount which range from 5 to
(as in France) imposes that the Sub-
10% (actual % to be checked in the Contract
contractors are paid directly by the Client, the
Data) of the accepted contract amount. This
sub-contractor invoice their services to the
bank guarantee shall be issued by a financial
main Consultant.
institution admitted in the corresponding
country for such purposes (e.g. Directive Even if the subcontractor is paid directly
2000/12/EEC of the European Parliament by the Client, it is the main consultant who
and the Council of March 20, 2000 concerning remains liable for the amounts to be paid
the access to the activity of credit institutions based on the supporting documents sent by
and its exercise, OJEC L 126, p. 1). The the subcontractors.
Project Manager in liaison with the Finance
When a sub-contractor invoices Egis as main
Department shall ensure that these operations
consultant - directly, it is advisable to include
are completed.
in sub-contract, an obligation where the sub-
Verification of the invoicing process contractor first submits his request, to be
accepted or corrected by Egis before the sub-
Before invoicing, the Project Manager will
contractor is allowed to submit his formal
confirm the invoicing conditions have been
invoice.
satisfied:
• Form of invoicing (model), Invoicing schedule
• Billing frequency, A first version of the invoicing schedule has
• Billing currency(ies), generally been established during the tender
• Deductions, phase. It is therefore important to check this
• Invoicing method (time spent, lump sum, schedule, in particular regarding the updated
price list), Contract schedule. On this basis, it should be

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CONTENTS A B C

B6. MANAGE CONTRACT REMUNERATION

6.2 ADVANCE PAYMENT (MODEL SERVICES AGREEMENT FIDIC 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual documentation Warning Subcontractors 1. Advance payment request

This can include all the Documentation The following information relates to the general case described in the It may be necessary, depending on the value and the invoicing mechanism The invoice is established in accordance with the
relating to the Contracts and its modifications General Conditions of Contract (GCC) but is to be adapted according to of sub-consultant services to provide for an advance payment in the sub- instructions of the Client and follows the same
(Contract Agreements, General Clauses, the Particular Conditions of Contract (PCC) that may modify some of the contract. process as any invoice sent to the Client.
Particular Clauses, Clarifications, Technical GCC.
In such case, the advance payment should be of a value in % exceeding
Specifications, drawings, technical and financial Advance payment the value in% of the main contract.
offer, Consortium Agreements, Subcontract
Advance payment to the Consultant may be included in the Particular Any payment of such advance is to be made against a Bank Guarantee of
Agreements, Amendments, Variations Orders, New
Conditions of Contract. the value of the amount of the advance.
Prices/Rates, requests for additional payments,
Memoranda of Claim, statements, etc.) To guarantee the reimbursement of the advance payment amount, the It is advised to consider in such case a back-to-back approach between
Client would require the Consultant to submit to the Client as a condition the main contract and the sub-contract.
2. Invoicing procedure precedent to the making of the advance payment, a bank guarantee or
Other forms of advance
This procedure includes the process and terms of similar security, in the form of a bank guarantee at first demand of a value
invoicing equal to the amount of the advance payment. This bank guarantee would There may be other forms of advance provided for in the Particular
have to be issued by a financial institution admitted in the corresponding Conditions of Contract. The conditions of payment, rate and terms of
country for such purposes (e.g., Directive 2000/12/EEC of the European reimbursement are then recorded there.
Parliament and the Council of March 20, 2000, concerning the access to
the activity of credit institutions and its exercise, OJEC L 126, p. 1).
Advance payment reimbursement
Should the Consultant benefit from an advance payment, the mechanism
of reimbursement should be included in the PCC.
Release of the advance payment guarantee
It is to be noted that the advance payment guarantee shall continue to
remain valid until returned and shall be returned to the Consultant when
the advance payment amount has been repaid in full to the Client or
has been set off by the Client against payments which would otherwise
be due to the Consultant. It is the Project Manager to ensure that the
advance payment guarantee is recovered out when the advance payment
has been repaid in full to the Client.

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CONTENTS A B C

B6. MANAGE CONTRACT REMUNERATION

6.3 INVOICING (MODEL SERVICES AGREEMENT FIDIC 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual documentation Warning Invoicing Process 4) 

In case of objections by the Client, such 1. Payment request
All the documentation relating to the Contracts and as additional information/clarifications Payment request is the first step in the invoicing
The following information relates to the general Invoices are generally to be sent on a
its modifications (Contract Agreements, General are required or reductions/retentions are processing. It is established according to the
case described in the General Conditions of monthly or quarterly basis, or at the end
applicable, the consultant will be requested
Clauses, Particular Clauses, clarifications, Contract (GCC) but is to be adapted according of a Project stage or phase, in accordance Conditions of Contract and transmitted for
to re-issue the draft invoice to address the
Technical Specifications, drawings, technical to the Particular Conditions of Contract (PCC) with the relevant contract. Generally, before agreement to the Client. A request for payment
comments,
and financial offer, Consortium Agreements, that may modify some of the GCC. issuing an invoice, the Client may request the does not constitute an accounting invoice.
Subcontract Agreements, Amendments, Consultant to consult with him with respect to 5) 
Once non-objection is obtained, the
Form of Invoices
Variations Orders, new prices/rates, requests the amount the Consultant is going to invoice. Consultant shall submit his invoice to the 2. Invoice
All invoices shall contain, in principle, the This consultation can be made through the Client for payment. The invoice is established in accordance with the
for additional payments, Memoranda of Claim,
following information: following process:
Statements, etc.) 6) The Client may also request the Consultant Client’s instructions once the payment request
a) Date of invoice, 1) At the end of the period giving rise to the to provide the invoice electronically in has been approved by the Client. It follows the
2. Invoicing procedure b) The period of time covered by the invoice, invoice, a draft invoice (or invoice pro forma) Client’s software invoicing process as requested by the Client. This
This procedure includes the process and terms of is issued by the Consultant along with a invoice is transmitted in dematerialized form,
c) 
Mention of the name of Client’s Payment
invoicing. status report. according to the electronic invoicing standard if
representative, The date of issuance constitutes the start date
2) The Client will then review the draft invoice requested by the Client.
d) 
Reference number of the contract and for processing the invoice and proceed with
with respect to:
purchase order, the payment. The Client should inform the
• The actual payment schedule (if Consultant when the payment is completed.
e) Total value of contract without VAT, applicable) and tasks performed,
• The correctness of the services provided,
f) Currency,
3) If the draft invoice is correct and the services
g) The services related to the invoice, e.g., gate
correctly provided, the Client should forward
review or package,
its non-objection within a reasonable period
h) Amount due without VAT, (less than a week),
i) 
Percentage of service achieved for the
invoice, the case may be
j) Retained amount,
k) Total cumulative value of all invoices already
issued, without VAT, for the concerned
contract,
l) 
Discount deductions without VAT, if
applicable,
m) Payment conditions in accordance with the
contract,
n) In case of advance payment invoice, the bank
guarantee number, date, and reference.
o) 
Where the involved professional services/
labour are payable on an hourly rate basis,
Consultant’s timesheets are to be provided
as supporting documentation to the
invoice.

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CONTENTS A B C

B6. MANAGE CONTRACT REMUNERATION

6.4 POST INVOICING ACTIONS (MODEL SERVICES AGREEMENT FIDIC 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual Documentation Warning Collection of amounts due 2. The Client is fully responsible, 1. Table of payment
All the documentation relating to the Contracts and The following information relates to the general It is the responsibility of the Project Manager 3. The invoice or the part of the invoice not It is advisable to use a payment table to follow up
its modifications (Contract Agreements, General case described in the General Conditions of to implement the necessary means to recover paid, is not disputed by the Client, the payments made by the Client with respect to
Clauses, Particular Clauses, clarifications, Contract (GCC) but is to be adapted according the sums due, such as:
If the Consultant decides to suspend its
the invoices issued.
Technical Specifications, drawings, Technical to the Particular Conditions of Contract (PCC) • Reminder letter, services pending payment of overdue invoices,
and Financial offer, Consortium Agreements, that may modify some of the GCC. • Formal notice. 2. Table of compound interests
the Client shall be notified accordingly. The
Subcontract Agreements, Amendments, Payment of invoices suspension clause would then apply (see If the Client refuses to pay the due invoices,
Disputed invoice
Variations Orders, new prices/rates, requests section B5.4 Suspension of Services. the Consultant shall record such matters on a
The Client pays the sums due under the Article 7.5 [Disputed Invoices] of the FIDIC MSA financing charge table to calculate the financing
for additional payments, Memoranda of Claim,
performance of the contract within the period 2017 allows the Client to contest an invoice Financing Charges
Statements, etc.) charges the Consultant is entitled to. These
provided for by the contract. It is important when he considers that any item or part of an Any delay with respect to the time stated in financing charges are compounded monthly on
that the Project Manager implements the item is not properly due under the Agreement.
2. Invoicing procedure the Contract (28 days as provided in Sub- the amount overdue and are calculated from
necessary actions to monitor the completion In such case, the Consultant shall be notified
This procedure includes the process and terms of clause 7.2.1 or any other time as stated in the the due date for payment of the invoice or part
of payments by the Client. within 7 days after the issuance of the disputed
invoicing. Particular Conditions) taken by the Client for of the invoice to the actual date payment is
Identify late payments invoice informing his intention of withholding the payment of any invoice or undisputed part
payment. This Notice is nevertheless to be
received from the Client. This means as well
of a disputed invoice entitles the Consultant
In the event of late payment, it is necessary to justified by the Client. that financing charges must be included monthly
to financing charges. The rate of the financing
identify the origin of the delay: in the amount overdue and generate financing
In such case, the Client would request the charges must be set in the Particular
• The electronic invoicing process is at fault
Conditions. charges themselves.
and the consultant was not informed, Consultant to issue a credit note for the amount
disputed (as it is not possible to “correct” Should financing charges be invoiced when
• The Client considered that the supporting
or re-issue an invoice officially issued). In they are due?
documents relating to the invoice were not
doing so, the Client would try to avoid paying
sufficient, but did not inform the consultant, Financing charges are automatically due the
financing charges in case the issue is resolved
• The Client considered that the legal day following the time for payment set in the
in the favour of the Consultant. However, it is
obligations were not fulfilled (bank Contract. They are compounded monthly on
emphasized that in case of a disputed invoice,
guarantee not renewed, insurance the amount overdue and are calculated from
the Client is not allowed to withhold the part of
certificate not presented, etc.) the due date for payment of the invoice or part
the payment, which is not disputed, even if the
• The Customer has inadvertently missed the Consultant does not issue the credit note the of the invoice to the actual date payment is
payment date, Client may request. received from the Client.
• The Client does not have the cash to make They do not have to be invoiced specifically and
the payment, What to do if the sums due are still not paid?
expressly by the Consultant to be recovered.
• Any other reason attributable to the Client. If the sums due are not paid by the Client
without justified reason, the consultant may If, following a formal notice, the Client refuses
It is therefore advisable first to contact the to pay the financing charges, the Consultant
raise this subject as a dispute to be settled
Client’s payment department to understand may raise this matter as a dispute to be settled
under the Conditions of Contract.
the reasons why one or more invoices have not according to the provision of the Contract
been paid within the time limits provided for in Is the Consultant allowed to suspend his (Clause 10 [Disputes and Arbitration].
the Contract. services in case of unpaid invoices?
Actual late payment In the event of non-payment of overdue
invoices, or part of overdue invoice, for which,
Late payment by the Client becomes actual
the Consultant may decide to suspend his
when the sums due to the creditor, who has
activities, based on clause 6.1.2 a) [Suspension
fulfilled his legal and contractual obligations,
of Services]. However, there are conditions:
are not paid on the due date set out in the
Contract. 1. The invoice must be overdue,

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CONTENTS A B C

B7. CONTRACT CLOSE OUT

From the Consultants viewpoint, Contract Closeout is the process The Project Team should remember that the Closeout starts at PROCESS
of ensuring that: Contract Award! Accordingly, when reviewing a new Contract,
• all deliverables have been submitted to the Client, and all the Project Team should look at closeout requirements such
performance has been accomplished, as:
• all deliverables or Services have been accepted by the • Property,
Client, • Final acceptance,
• obtaining a Notice of Contract Completion, • Release of Bank Guarantees,
• no claim, dispute and unresolved issue remain on the • Reporting requirements,
Contract, • Etc…
• all invoices have been delivered and payment has been
If the requirements for Closeout are correctly understood at the
made by the Client,
start, the Project Team will be well prepared when the Period of
• all sub-contracts have been closed, Performance is completed. It is important to consider from the
• bank guarantees have been returned to the Consultant, commencement of the Contract that the close-out requirements
• all contract risks have been closed, or proper follow up is in as one more step to achieving successful Contract performance.
place the case may be.
Besides these specific contractual actions, the close-out process
also includes complementary actions from the Project Team such
as:
• Returning or disposing of any Client-furnished property,
• Enquiring for the satisfaction of the Client,
• Establishing a Contract closure report,
• Obtaining a commercial reference sheet,
• Preparation and issue of lessons learned from the
execution of the Contract,
• Transferring the Contract to Egis legal entity for final follow
up of any potential residual risk,
• Archiving of the Contract documentation.

GLOSSARY

CONTRACT CLOSE-OUT: Means the final process or final NOTE : Contract closeout is not to be confused with
steps to be taken upon completion or termination Project closeout, which is a task of the Client, which
of a Contract. It may include such operations as may or may not relate to the closeout of our Contract,
documenting fulfilment of all obligations under the or with the completion of the services due under the
Contract, processing final payment, ensuring that no Contract.
claims, disputes, or unresolved issue remain, transfer
residual risk and obligations, etc….

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CONTENTS A B C

B7. CONTRACT CLOSE OUT

7.1 TAKING OVER (MODEL SERVICES AGREEMENT - FIDIC 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual documentation Warning Typical Taking Over Procedure 1. Procedure for Taking Over
All the Documentation relating to the Contracts and The following information relates to the general case described Unless described in the Particular Conditions, the Project This procedure is to be established by the Consultant as part of his Project
its modifications (Contract Agreements, General in the General Conditions of Contract (GCC) but is to be adapted Manager may submit to the Client a specific Taking Over Management Plan/Quality Assurance Plan. It aims at defining how the
Clauses, Particular Clauses, Clarifications, according to the Particular Conditions of Contract (PCC) that may Procedure established as follows: Client shall accept the services and deliverables to be provided under the
Technical Specifications, drawings, Technical modify some of the GCC. 1. The Consultant informs the Client with 14 days’ notice of the Contract.
and Financial offer, Consortium Agreements, Completion of Services dates when he intends to submit the final deliverables to the Once agreed with the Client, the Consultant shall give effect to that
Subcontract Agreements, Amendments, Client requesting the Client to perform all necessary actions procedure in the Programme to be submitted under Clause 4.3 [Programme].
The FIDIC MSA 2017 does not include any specific provisions
Variations Orders, new prices/rates, requests aiming at verifying the quality of the deliverables or Services
regarding the Taking Over of Services and Deliverables by the
for additional payments, Memoranda of Claim, Client. Sub-clause 4.2 [Commencement and Completion of
within an agreed period (15 days), 2. Notice of Completion
statements, etc.). Services] only states that “The Consultant shall complete the whole 2. Once the deliverables have been submitted, the Client provides Even if nothing has been agreed with the Client, it is good practice to
of the Services within the Time for Completion”. his comments and remarks to the Consultant within the agreed inform, within a reasonable time period, as to the date when the Consultant
2. Deliverables However, the MSA FIDIC 2017 does not provide for any specific
period, intends to complete his services and submit the deliverables required by the
This includes all services and deliverables due mechanism regarding the completion of Services and acceptance 3. The Consultant shall review the comments and correct the Contract. This Notice shall give enough time:
under the Contract. by the Client. deliverables accordingly within a further specific period to be • for the Client to review the deliverables and provide his comments,
agreed with the Client before resubmission.
The silence of the Contract can be construed as the deliverables • for the Consultant to review the comments, correct the deliverables and
submitted to the Client being already accepted or with no 4. 
The Client accepts the deliverables and issue a specific resubmit.
comments from the Client. statement equivalent to a Taking Over Certificate
Similarly, when the Services consist of supervising the Works, The objective is that the resubmission is provided within the 3. Acceptance of Deliverables and Services
the fact that the period for completion include or not the Defect Time for Completion as stated in the Contract. It means that the Once the deliverables and services have been resubmitted to the Client, the
Notification Period and the post DNP (Defect Notification Period) following periods: Consultant shall request the Client to approve it in writing. Should the Client
activities must be deduced from the periods of Completion and • Period for review from the Client of the deliverables issued refuse to approve in writing, the Consultant may submit his application for
DNP as included in the Construction Contract. by the Consultant, final payment based on a discussion with the Project Manager and the
In the silence of the Contract, these specific aspects are be • Period for resubmission Financing Officer.
clarified at the commencement of the Services. The specific Must be calculated to respect the Time as prescribed by the
provision of the GCC that may help to clarify the situation after the Contract. 4. Completion Certificate - Satisfecit
Commencement of the Activities is the Clause 4.3 [Programme] Once the deliverables have been approved by the Client; the Consultant
(see Process B5.2 – Establish the Programme) shall submit a certificate of completion or satisfecit to the signature of the
Client. This certificate may be used as a further reference by Egis.

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CONTENTS A B C

B7. CONTRACT CLOSE OUT

7.2 FINAL INVOICE (MSA (MODEL SERVICES AGREEMENT - FIDIC 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual documentation Warning What to do if the Client disagrees with the draft Application 1. Application for Final Payment
This includes all the Documentation relating The following information relates to the general case described for Final Payment? Application for Final Payment is the first step in the invoicing final
to the Contracts and its modifications in the General Conditions of Contract (GCC) but is to be adapted However, if following discussions between the Consultant and the processing. It is established according to the provisions of the Contract and
(Contract Agreements, General Clauses, according to the Particular Conditions of Contract (PCC) that may Client, and any changes to the draft Application for Final Payment transmitted for agreement to the Client. A request for payment does not
Particular Clauses, Clarifications, Technical modify some of the GCC. which are agreed, it becomes evident that a dispute exists, the constitute an accounting invoice.
Consultant shall deliver to the Client the Final Invoice which shall
Specifications, drawings, Technical and Financial Application for Final Payment
include all the money the Consultant considers to be due. 2. Final Invoice
offer, Consortium Agreements, Subcontract Within the Time stated in the Particular Conditions of Contract
Agreements, Amendments, Variations Orders, new He shall then start the resolution of the Dispute pursuant to the The final invoice is established once the payment request has been
(generally Appendix 3 [Remuneration and Payment], the
Contract. approved by the Client. However, if the Client disagrees with the Consultant
prices/rates, requests for additional payments, Consultant shall prepare a draft application for Final Payment.
Memoranda of Claim, Statements, etc.) Nevertheless, this application cannot be made before the latest The date of the issuance of this Final Invoice shall correspond then Application for Final Payment, the Final Invoice shall consider the amount
of the following dates: be used for payment of financing charges should the Consultant the Consultant considers being entitled to.
2. Invoicing procedure • Completion date as resulting from the f Contract, succeed in recovering part or full amount disputed. The Final Invoice follows the invoicing process as requested by the Client.
This procedure includes the process and terms of • Date when all services and deliverables have been It is important to draw the attention of the Project Manager, that This final invoice is transmitted in dematerialized form, according to the
invoicing. completed and approved by the Client, pursuant to Clause 7.2.3 [Time for Payment], without prejudice electronic invoicing standard if requested by the Client.
• Date when all Claims for Exceptional Costs have been to Clause 6.5.2(c) [Effects of Termination] the Client shall not In case the Final Invoice is disputed by the Client, the Client shall not
raised and substantialize to the Client in accordance with withhold payment of any part of an invoice for any amount properly withhold the payment to the Consultant of the amount which is not disputed.
the Contract. due to the Consultant under the Agreement by reason of claims
Once the dispute is settled, he shall pay the remaining amount, if any. He
or alleged claims against the Consultant unless the amount to
This draft application shall include: shall also pay the corresponding financing charges considering the date the
be withheld has been agreed with the Consultant as due to the
a) The value of the work done in accordance with the Contract, Client, or has been awarded by an adjudicator or an arbitrator to
Final Invoice had become overdue (no need to issue a further invoice for the
b) Any further sums which the Consultant considers to be due to the Client pursuant to a referral under Clause 10 [Disputes and financing charges).
him under the Contract Arbitration].
c) The summary of sums already invoiced to the Client (including
the advance payment and repayment),
d) The difference corresponding to the remaining amount to be
paid to the Consultant
If the Client disagrees with or considers he cannot verify any or
part of the final statement, the Consultant shall submit such
further information as the Client may require and shall make
such changes in the draft application as may be agreed with the
Client.
The Application for Final Payment shall then be issued in a form
of a Final Invoice issued pursuant to the indications provided for
in the process B6.3 Invoicing.

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CONTENTS A B C

B7. CONTRACT CLOSE OUT

7.3 RELEASE OF GUARANTEES AND REMAINING OBLIGATIONS (MODEL SERVICES AGREEMENT - FIDIC 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual documentation Warning Obligations to be lifted by the Consultant 3. Release of the performance bank guarantee if 1. Data Restitution Statement
All the documentation relating to the Contracts and The following information relates to the general The following contractual obligations of the applicable: It is up to the Consultant to claim This statement dated and signed by both parties
case described in the General Conditions of Consultant shall be lifted upon acceptance of the the release of the bank guarantee requested
its modifications (Contract Agreements, General may take note and certify the delivery to the
Contract (GCC) but is to be adapted according to services by the Client as follows: by the Client in the Contract as the case may
Clauses, Particular Clauses, Clarifications, Client of the initial data used for the performance
the Particular Conditions of Contract (PCC) that be. This bank guarantee is a first demand
Technical Specifications, drawings, Technical 1. Return of Client’s properties: anything supplied of the services.
may modify some of the GCC. guarantee, and it is important that the original
and Financial offer, Consortium Agreements, or paid by the Client shall be returned to him as
of this guarantee delivered to the Client be
Subcontract Agreements, Amendments, Remaining contractual obligations soon as the services have been accepted by the 2. Data Destruction Statement
returned to the Consultant.
Variations Orders, new prices/rates, requests Client This statement dated and signed by the
Once the services have been accepted by
2. Destruction of Data: any copies of confidential Residual obligations Consultant shall acknowledge and certify the
for additional payments, Memoranda of Claim, the Client (with or without observations) as
statements, etc.). complete and the Final Invoice has been paid, data held in the Consultant’s information Among the residual obligations at the end of the physical destruction of the initial data received
there nevertheless remains a certain number system, including data that has been backed up Contract, special attention is to be given to: from the Client and used for the performance
2. Acceptance of Services of residual contractual obligations, both the or archived shall be destroyed by the Consultant 1. Confidentiality obligations, which may run for of the services. This certificate can be double,
Refer to process B7.1 – Client’s Taking Over responsibility of the Consultant and the Client. as soon as the Services and Deliverables are several years after the performance of the one concerning the physical data (paper) and the
accepted, and the Final Invoice paid to the services,
with respect to the acceptance by the Client of There are three types of contractual obligations second the computer data.
Consultant.
services and deliverables. that remain after the Final Invoice has been 2. 
Obligations related to the provision of
issued: Remaining Client’s Obligations of the Client Intellectual Property which may prevent the 3. Letter requesting release of the
3. Final Invoice 1. Liabilities and insurances, to be fulfilled Consultant to use full or part of the results performance bank guarantee
Refer to process B7.2 Final Invoice with respect On acceptance by the Client of the services of the Services for further Contracts with When a performance bank guarantee aimed at
2. 
Obligations to be expressly waived by the
to the request for final payment and issuance of covered by the Contract, the Consultant shall other Clients (For example, if the Services guaranteeing the completion of the services
Consultant,
Final Invoice. ensure that the Client fulfils his remaining have resulted partly in elaborating a specific has been requested under the Contract, the
3. Other obligations. software).
contractual obligations, namely: Consultant shall request the release of this bank
Liabilities and Insurance 1. Acceptance of the final statement and guarantee as soon as the Services are accepted
The contractual liabilities specified in the Contract 2. Payment of the outstanding balance, payment as complete.
that may be continuing after the completion of of the Final Invoice (see B7.2 – Final Invoice)
the services are as follows: including retention if applicable,
4. Return of the original guarantee on first
• Professional liability: running from the date demand
of admission of the services it should be This original document is requested by the bank
covered by an insurance placed according to that had issued the guarantee to acknowledge
the provision of Contract the end of validity of the guarantee and relieve
• Specific guarantees: Depending on the the Consultant of his financial commitments in
conditions of the Contract, this regard.
• Ten-year warranty: This warranty may be
made compulsory by the Law applicable
to the contract execution and by the
corresponding Insurance Code.
It is therefore important that the insurance
relating to these liabilities, if any, remains in
place after the completion of the services and
their acceptance by the Client for the duration
stated in the Contract.

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CONTENTS A B C

C1. PROBLEMATIC CONTRACTUAL SITUATIONS

Problematic situations on our contracts may result In case of an occurrence of this type of a situation on
from the following: a Contract, it is necessary for the Project Manager TYPOLOGY OF POSSIBLE ACTIONS IN THE
• Delays in the delivery of services and or in the to contact the Contract Management Department EVENT OF CONTRACTUAL DIFFICULTIES
delivery of deliverables, not regularized, to agree on the implementation of any necessary
• Notification by the Client of significant penalties actions.
1. Refer the contractual difficulty as a dispute to
compared to the amount of the Contract (>5%) However, before implementing possible contractual the Client under the contract conditions with a
• Late payments, leading to cash flow of the actions, it is important to be able to carry out a “cold view to asserting our rights,
Contract being in difficulty, eyes review” of the contractual situation, whereby
2. 
Prepare a complaint or counter-complaint
• Poor financial results (negative net margin for someone not involved with the contract looks at it
strategy plan,
example), with fresh eyes to identify possible areas of scope
• Significant and/or repeated complaints from creep, cost and schedule issues, design readiness, 3. Promote the conditions necessary to seeking
client, unresolved issues, overlooked problems, validity of an amicable settlement solution,
• Implementation of a process leading to assumptions, etc. 4. 
Implement a DAB process (FIDIC-type
termination of the Contract by the Customer, When the situation is complex, it may be advisable contracts) or Consultative Committee (case of
• Conditions of execution significantly different to carry out an audit to better understand the CCAG France Contracts),
from those initially provided for in the Contract, history of the situation and to propose solutions. 5. 
Prepare the conditions of an arbitration
• Harmful contractual and relational situation This audit will then be carried out referring to the procedure (in liaison with the Legal
with the Client, likely to call into question the technical audit procedure as defined in the Egis Department),
conditions of execution of the Contract, Book (Procedure B00-300).
• Referral to adjudication or arbitration on behalf 6. Define an exit strategy plan.
of the Client,
• Occurrence of any contractual event having an
impact on the Contract, whether financial or
in terms of deadlines, scope, or performance
conditions,
• Difficulties with our partners and/or our
subcontractors

GLOSSARY

PROBLEMATIC SITUATION: This is a contractual situation

which may, if not handled correctly, have a negative
impact on the financial result of the Contract, or even
lead to termination of the Contract by the Client.

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CONTENTS A B C

C1. PROBLEMATIC CONTRACTUAL SITUATIONS

1.1 ASSESS A PROBLEMATIC CONTRACTUAL SITUATION

INPUT DATA PROCESS OUTCOME

1. Contractual documentation Note Schedule assessment: Update on the satisfaction of contractual 1. Contractual situation checklist
All the documentation relating to the Before implementing possible contractual This is to evaluate the following: obligations This checklist shall cover all the contractual
Contracts and modifications including actions in case of contractual difficulties, it is • What is the overall progress of the services? • Point of view of the Client subjects. It may be completed by the Project
Contract Agreements, General Clauses, important to calmly assess the contractual • Is there a contractual programme of work? • Point of view of the Consultant, Manager before transmission to the Contract
Particular Clauses, Clarifications, Technical situation beforehand. • What is the comparison vis-à-vis the Management Department.
Risk Management:
Specifications, drawings, Technical and Financial The assessment of the contractual situation can contractual programme, are we behind the • Is there a contract risk assessment? Is it up
offer, Consortium Agreements, Subcontract be carried out through a questionnaire when the schedule or ahead and how much? to date? 2. Global contractual scoring
Agreements, Amendments, Variations Orders, situation is simple. Based on this checklist, it may be possible to
Update on contractual events • What is the amount of the Residual Value
new prices, requests for additional payments, When the situation is more complicated, a
• Is there a Contractual Events Register? of the Risks compared to the amount of perform a self-evaluation scoring reflecting
Memoranda of Claim, Statements, etc… specific audit may be carried out. the contract remaining to be invoiced the criticality of the contractual situation (See
• Is it up to date?
This assessment of the problematic contractual at completion, and to the contingencies checklist / Excel template)
• Are the Contractual Events documented
2. Legal Context situation shall concern the following points. included in the last financial review?
(X-Ref Tables)
Legal context refers to the laws and regulations Financial assessment • Are these table up to date? Difficulties
applicable to the Contract in the country of its • List of main contractual difficulties
The key issues to be evaluated are the following: Contract modifications
execution. • Impact on the Contract
• Has an invoicing schedule been established? • Any changes to the contract?
3. Contractual Events Register • Where are we on this timeline? • Do they concern, remuneration, deadlines, This assessment may be carried out through
• How is the invoicing progress regarding conditions of execution, scope of services a checklist drawn up and completed by the
This register lists all the events that have occurred
physical progress and payment milestones? and deliverables? For what amount in Project Manager before referral to the Contract
on the Contract and that should be regularly
• Are there overdue invoices? relation to the initial Contract? Management Department.
maintained by the Consultant (Project Manager
or Project Manager/Officer) according to the • How much is overdue, if any? • Are there any ongoing Contract
developments that have occurred with reference • What is the financial result to date and to modifications? Do they concern,
to the identified event, such as a logbook of completion? remuneration, deadlines, conditions
• What is the balance of the remaining of execution, scope of services and
Contractual Events. The implementation of the
contingencies? deliverables? For what amount in relation to
register requires discipline in the day-to-day
the initial Contract?
management of events and their consequences.
This register can be combined with the X-Ref
table as far as the evolution of the contractual
situation of an event is linked to the transmission
or receipt of contractual correspondence on the
subject.

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CONTENTS A B C

C1. PROBLEMATIC CONTRACTUAL SITUATIONS

1.2 CARRY OUT A CONTRACTUAL AUDIT

INPUT DATA PROCESS OUTCOME

1. Contractual documentation The contractual audit can be considered as This audit guidance note is submitted to the team to resolve the problematic contractual 1. Audit report
All the documentation relating to the a specific technical audit and for which it is Project Manager for approval. situation. The audit report established within 2 weeks
Contracts and modifications including useful to refer to Egis Book procedure B00-300 The course of the audit will follow the standard This report is transmitted to the followings: after the audit shall propose solutions to the
– Technical Audits – (process S4). course defined in procedure B00-253 – Internal • Project Manager
Contract Agreements, General Clauses, problematic contractual situation to define an
Particular Clauses, Clarifications, Technical A distinction will be made between the general Audit Performance – namely: • Business Line Manager and Region Action Plan.
audit, which aims to ensure contractual control 1. Opening meeting with the Project Manager Manager
Specifications, drawings, Technical and Financial
of our contract and the related risks, and the and the auditees (at minimum) managed by • Contract Management Department 2. Action Plan
offer, Consortium Agreements, Subcontract
audit on a specific point seeking to understand the lead auditor with the following agenda: Director The Action Plan is drafted by the Project Manager
Agreements, Amendments, Variations Orders, the reasons for a given problematic contractual
new prices, requests for additional payments, a. Audit purposes and objectives Any of them may submit comments or remarks in liaison with CMD and shall address the
situation and to determine the best solutions
Memoranda of Claim, Statements, etc… to overcome it. b. Audit scope to the auditor who may incorporate them as contractual subjects in the light of the audit
c. Audit plan which shall be adapted to the necessary. report.
2. Legal context Such an audit is carried out under the direction
availability of the auditees as the case A copy of the final report is sent to the This Action Plan can include the resources of
of the Contract Management Department,
Legal context refers to the laws and regulations ideally by one or two of its members or by a may be Performance and Risk correspondent of the other entities such as the Financial Department,
applicable to the Contract. 2. 
Conducting interviews with auditees responsible entity. the Legal Department or the CM Department.
collaborator specifically appointed by the
Contract Management Department (CMD) based on questions/answers aimed at The Project Manager shall draft, with the It is important that this action plan be followed
3. Contractual Events Register understanding the circumstances of the support of CMD an action plan aimed at up so as not to allow the contractual situation at
Director.
This register lists all the events that have occurred problematic situation they are facing resolving the issue. the origin of the audit to persist. If necessary, and
With reference to procedure B00-300 –
on the Contract and that should be regularly Technical Audits –, the preliminary steps 3. Closing meeting led by the lead auditor who A follow-up of the action plan shall be carried in the event that the CM Department would not
maintained by the Consultant (Project Manager before carrying out a contractual audit are the shall present the positive points and the out at CMD Director’s request to assess the be associated to the resolution of the difficulties,
or Project Manager/Officer) according to the following: points for improvement. These points are outcome given to the audit and to the action a follow-up at 6 months may be decided by the
developments that have occurred with reference 1. 
Definition of the scope, objectives and ranked according to their criticality: non- plan if CMD has not been associated with the Director of the CM Department.
to the identified event, such as a logbook of conformities (as the case may be), sensitive latter.
duration of the audit in conjunction with the
Contractual Events. The implementation of the Project Manager points, areas for improvement, strong
register requires discipline in the day-to-day points, etc.
2. Appointment of the audit team (usually one
management of events and their consequences. or two people appointed by the Director of Following the audit, the audit team drafts
This register can be combined with the X-Ref CMD within a reasonable time (less than 2 weeks)
table as far as the evolution of the contractual the audit report. This report shall include:
3. Preparation by the audit team of an audit
situation of an event is linked to the transmission guidance note (kind of terms of reference 1. 
Description of the circumstances of the
or receipt of contractual correspondence on the for the audit) aimed at defining: audit (project, contract, description of the
subject. problematic contractual situation),
a. The Reference documents
2. Audit objectives
b. The scope of the audit
3. Update on the audit process,
c. The issues to be addressed
4. Conclusions of the audit relating to the origin
d. The general organization of the audit
of the problematic contractual situation.
e. The audit plan
5. 
Recommendations proposed by the audit

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CONTENTS A B C

C2. CLAIMS FOR EXCEPTIONAL COSTS

Exceptional Costs Regime under FIDIC MSA 2017 agreed upon before engagement. For the procedures It is appropriate to precede the delivery of the claim
related to the implementation of this clause, refer to with a notification following the event at the origin of GOLDEN RULES FOR A SUCCESSFUL CLAIM
In addition to Variations, claims for Exceptional Costs
process B4.3 – Variations and Modifications the claim.
is another mechanism to ensure remuneration for
additional costs during the execution of the Contract. A claim is not a statement of Case referred to a DAB Indeed, even without contractual foreclosure, a Client 1. 
Inform the Client as soon as a Contractual
may invoke that the late issue of a claim or information Event occurring on the Contract has a financial
When a Variation is required on a Contract, then the The Claim for Exceptional Costs should also not be
that such an event was likely to have a financial impact on the Contract, and inform him of
Consultant is requested to provide a proposal. If the confused with a Statement of Case referred to a DAB,
impact on the contract, did not allow the Client to the deadline, which must be reasonable, for
Client instructs a unilateral change to the Contract, which constitutes one of the steps in the settlement of
take adequate measures to reduce any such impact. submitting the corresponding Claim
then the Consultant, except in specific circumstances, a dispute under the FIDIC General Conditions.
is obliged to comply. However, the cost of such In all cases, it is not accepted as good practice to 2. Prepare the Claim and focus on
The preparation of a statement of the case will be
changes is to be submitted as soon as practicable, permit unresolved contractual issues to accumulate
dealt with in Section C3 [General approach for the a. justify all requests on a contractual point of
and in reference to the Contract, which includes the and then to report them as «summary» claim
settlement of disputes]. view,
Technical and Financial offer of the Consultant. submitted at the end of the contract.
When establishing a claim for Exceptional Costs b. Provide all necessary supporting documents,
However, there are other circumstances where Claim regularization
the Contract holder may incur expenses which are It is first necessary to check beforehand that the c. Summarize all requests
In case the Client agrees to the Claim for Exceptional
necessary and unavoidable, following a decision of specific conditions of the Contract do not include time
Costs, such claim may be regularized according to 3. Submit the claim within a reasonable time to
the Client. These costs are called Exceptional Costs. barred periods regarding submission of a claim for
Section B4 - Manage changes to the Contract – as the initial notification
Exceptional Costs.
Claim for Exceptional cost is not a Variation follows:
4. Follow up the Claim with the Client with no
In all cases, even if there is no time bar, it is important • by amendment,
Requests for additional services issued by the agressivity
that such claim is submitted to the Client within a • by direct payment to the consultant.
Contracting Authority or by the Project Manager are
reasonable time after the event that gives rise to the
governed by Clause 5 [Variations to Services]. The
claim (max. 2 to 8 weeks depending on the size of the
principle is that any additional services must be
Contract and the importance of the claim).

GLOSSARY

VARIATION: A Variation to the Services may be initiated EXCEPTIONAL COSTS: means the costs, not otherwise
by the Client by issue of a Variation Notice at any time compensated under the Agreement, arising out of any
prior to completion of the Services. The Client may necessary work, cost, expense, or delay incurred by
request the Consultant to submit a proposal in respect the Consultant which is additional to the Services (or
of a proposed Variation. If the proposal is accepted Variations), and which is necessarily and unavoidably
by the Client then the Variation shall be confirmed performed under the Agreement and in each case
by the Client by issue of a Variation Notice. Any such identified as such in the Agreement (Definition 1.12 of
Variation shall not substantially change the extent or MAS 2017 )
nature of the Services.

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CONTENTS A B C

C2. CLAIMS FOR EXCEPTIONAL COSTS

2.1 CLAIM FOR EXCEPTIONAL COSTS (MODEL SERVICES AGREEMENT FIDIC 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual documentation Warning particulars. As this Notice is to be given “as Process 1. Notice of Exceptional Costs (Consultant)
All the documentation relating to the Contracts The following narrative relates to an unamended soon as practicable,” and considering that the With a Notice of Exceptional Costs, the Consultant
and its modifications set of General Conditions of Contract (GCC); Exceptional Costs which are incurred and shall provide particulars supporting the request,
therefore, the Particular Conditions of Contract are unavoidable, the final claim can only be
including:
2. Contractual Correspondence (PCC) need to be reviewed as often Clients delete substantiated when the event giving rise to this
claim has ended (e.g., when the suspension has
1) A detailed description of the circumstances
This concerns all the correspondence, e-mails, clauses in their entirety or make significant
ended, and the activities have resumed). giving rise to the request (Contractual Event),
letters exchanged between the Parties to the amendments, particularly within the change or
2) A description of the impact of the Contractual
Contract having a contractual scope, relating to variations clauses. Accordingly, when the event is still on-going, it is
recommended to update the claim for Exceptional
Event on the Consultant’s services,
the execution of the latter or its interpretation, to Exceptional Costs Regime under FIDIC 2017 3) The justification that the costs incurred
Costs on a regular basis (monthly), first to notify
any of the obligations of the Contract. The MSA 2017 considers that Exceptional Costs the Client, and second to claim for payment of werenecessary and unavoidable,
may be incurred by the Consultant in case of: the substantiated amounts during the event 4) A detailed calculation of the monetary value
3. Notification/Instructions • Sub-Clause 1.5 [Changes in Legislation] of the Exceptional Costs to be reimbursed,
and to establish timely payment entitlement
Notifications or Instructions correspond to • Sub-Clause 4.4 [Delays]. precedence. 5) Particulars (including any necessary invoices)
specific actions provided for in the provisions • (Sub-Clause 6.3 [Effect of Suspension of the of the Exceptional Costs incurred are to be
of the Contract. They are issued by the Client’s Payment of Exceptional Costs (Clause 7.1.2)
Services], included in appendix to the Notice.
and must be complied with by the Consultant. The Client shall pay the Consultant in respect of
• Sub-Clause 6.5 [Effects of Termination].
Should the Consultant be dissatisfied with such Exceptional Costs: 2. Dispute Referral
Notice of Exceptional Costs a) for the extra time spent by the Consultant’s
Instruction or Notification, he might respond with In the event of disagreement with the client on
disapproval or reservation, and should justify his If Exceptional Costs are incurred by the personnel in the performance of the Services the Exceptional Costs to be paid, the Consultant
position with any possible supporting particulars. Consultant, in accordance with the provisions at the rates and prices stated in the Contract,
may register a Dispute to be administered under
identified in the Contract, the Consultant shall or if not applicable then new rates and prices
notify the Client accordingly by issuing a Notice of the Contract, taking account of the provisions
4. Contractual Events Register shall be agreed by the Parties; and
within FIDIC 2017 MSA Clause 10 [Disputes and
Exceptional Costs. b) 
the cost of all other expenses reasonably
This is a register listing all the events that Arbitration].
have occurred on the Contract and that should The Notice of Exceptional Costs can be incurred by the Consultant.
considered as a detailed claim with all supporting
be updated in real time according to the 3. Update of Contractual Registers
developments that have occurred with reference The registers to be updated are the following:
to the identified event, such as a logbook of • Contractual Events Register
Contractual Events. The implementation of this • Contract Changes Register
register requires discipline in the day-to-day • X-Ref tables
management of events and their consequences. • Register of Disputes
This register can be combined with the X-Ref
table as far as the evolution of the contractual
situation of an event is generally linked to
the transmission or receipt of contractual
correspondence on the subject matter.

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CONTENTS A B C

C2. CLAIMS FOR EXCEPTIONAL COSTS

2.2 NEGOTIATING A CLAIM (MODEL SERVICES AGREEMENT FIDIC 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual documentation Prerequisite to negotiation to have indication of their personality, their interest in agree with your position. However, a key skill is to listen, 1. Summary Email
All the Documentation relating to the Negotiation is the process whereby the parties work settlement, their goals and scope of decision-making without interruption. It is worth remembering that nothing At the end of the negotiation
Contracts and its modifications including out between them how to resolve any issues that have authority but also their limits. you say in the negotiation will teach you anything. So, to meeting, and according to the issues
arisen. Power to settle the dispute rests with the parties. Advice #3: Know your limits of authority learn, you must do so by listening. You can then adjust
Contract Agreements, General Clauses, discussed at the meeting, a Summary
Generally, claims of a significant amount (>5%) will be If you are the negotiator, it is essential to be aware of your position to facilitate an agreement. The objective is to
Particular Clauses, Clarifications, Technical the limits of your authority. In other words, you must agree on a specific point and not to convince him that he is
Email may be sent summarizing all
negotiated. In cases where this negotiation is possible, it
Specifications, drawings, Technical and have agreed with your line management a range for you wrong and that you are right. decisions made at the meeting before
is preferable that it be carried out before the final decision
Financial offer, Consortium Agreements, to negotiate within and, if necessary, what conditions Advice #9: Make concessions drafting the Minutes of Meeting
of the Client is made and delivered.
Subcontract Agreements, Amendments, you can accept or reject without reverting to your line This common negotiation technique consists of starting (MOM) as necessary. However, it is
When the subject is financially significant, it is preferable
Variations Orders, new prices, requests for management. from a high position in the objective to arrive at the highly recommended to complete the
to schedule one or more dedicated meetings. In this
additional payments, Memoranda of Claim, Advice #4: Behaviour point that you have set for yourself, and thus, giving the MOM at the end of the meeting for
type of negotiation, the Consultant is generally not in a
Statements, etc… strong position. However, the fact that the Client accepts
During the negotiation, respect for the other party’s impression that you have made concessions on various the parties to record the agreement.
negotiator is paramount. If during the meeting, if it is points. On the other hand, if you make a concession, point
the principle of negotiation indicates that he is open to
2. Contractual correspondence apparent that the person is not conversant in say with the it out so that the other party or also gives up something 2. Minutes of negotiation
discussions. It is useful to remember that any negotiation
This concerns all the correspondence, technical aspects of the Claim, it will be counterproductive form his side. Negotiation is a give-and-take activity. meeting
aims to best serve the interests of both parties.
e-mails, letters exchanged between the to point it out. However, it may be an opportunity for the Advice #10 The Principled Approach This is to formalize the list of decisions
Parties to the Contract having a contractual 11 tips for negotiating (apply as well to negotiation with negotiator to highlight the strong points of our Claim This approach is otherwise known as the interest-based made during the negotiation
sub-contractors) and place the other party at odds with his colleagues as cooperative negotiations. The key to this approach is: meeting. This formalization must
scope, relating to the execution of the latter
Advice #1: Preparation they may have not provided a comprehensive view of the • Separate the people from the problem. The parties take place as close as possible to the
or its interpretation, to any of the obligations
One important aspect of any negotiation is being properly Claim. should focus on the issues rather than on attacking
of the Contract. meeting, if possible, the same day or
and fully prepared. A detailed and thorough understanding Advice #5: Structure your position each other.
of the issues is crucial to put forward your best position
the following day.
3. Notification/Instructions It is a question of structuring and prioritizing your • Focus on the interests not on the positions. The
and hopefully resolve matters in a satisfactory manner. position, based on the elements of the Claim. This in- parties should consider the reasons for their
Notifications or Instructions correspond to 3. Regularisation Amendment
Preparation for any negotiation will therefore involve depth knowledge of the subject communicates to your demands and search for mutual interests which can
specific actions provided for in the provisions understanding the range of issues and both parties’ This amendment is intended, where
negotiator that his range for negotiation is limited due to be bargained over.
of the Contract. They are issued by the positions. the volume of information and records in your possession. • Invent options for mutual gain. The parties should
applicable, to convert the Client’s
Client’s and must be generally complied with Negotiations progress much further and are more The person who has the most accurate and up to date consider ways in which they can give and take agreement on a Claim into effective
by the Consultant. Should the Consultant likely to resolve matters if all the issues are considered. records are usually placed in a stronger position than the between each other to their mutual gain. remuneration under the Contract.
be dissatisfied with such Instruction or Good negotiation therefore requires careful preparation other party. • Insist on objective criteria. Rather than simply
Notification, he might respond with disapproval of the ground and the points that could be opposed, Advice # 6: Properly assess an alternative to a negotiated bargaining over amounts, the parties could identify 4. Dispute Referral
or reservation, and should justify his position in conjunction with the Project Manager. It is indeed settlement. objective criteria or steps which can be used to work In the event of disagreement with the
with any possible supporting particulars. essential to know that these obstacles exist and thus to Parties often fail to work out what their true position might to a more accurate value. Client, the Consultant may register a
prepare an appropriate response. objectively be if they fail to negotiate a settlement. This Advice #11: Be prepared to stop negotiations Dispute to be administered under
4. Contractual Events Register Any negotiation should include the consideration of would include considering the risks associated with each Sometime, the other party may issue ultimatums, the Contract, taking account of the
This register lists all the events that have liability as distinct from time or value. In other words, it is of the items, together with any delay, management time, i.e., take it or leave it. Accordingly, if the conditions of provisions within FIDIC 2017 MSA
important to separate whether there is any liability in the as well as legal and expert costs, and reputational risks to acceptance are not achieved, be ready to stop negotiations. Clause 10 [Disputes and Arbitration].
occurred on the Contract. It should be updated
first place before considering how much time or money the other party. A proper assessment in this respect will Explain the follow-up to next steps (new meeting with
in real time according to the developments that
the item is worth. lead to more flexibility in the negotiations. same participants, escalation etc.). No need to force the 5. Update of Contractual
have occurred with reference to the identified Advice #2: Know who you are talking to The possibility of alternative solutions most often makes issue, however, it is preferable to leave the door “open” Registers
event, such as a logbook of Contractual Events. The person with whom negotiations commence may it possible to get out of a negotiation without one or the for a further meeting.
The implementation of this register requires The registers to be updated are the
not necessarily be the most conversant on the subject other of the parties feeling like they have given in.
discipline in the day-to-day management of Formalize negotiation following:
matter and would therefore have support from others in Advice #7: Maintain a professional face (‘poker face’)
events and their consequences. This register At the end of a negotiation, formalize the result of the • Contractual Events Register
technical, legal and commercial matters. It is a question It is necessary to avoid indicating (verbal and non-verbal)
can be combined with the X-Ref table as far as of finding out about the person concerned about their negotiation by preferably both parties signing a record • Contract Changes Register
to the representative of the other party that he has given
the evolution of the contractual situation of an position in the company, on how they are perceived, away too much. of agreement at the conclusion of the meeting. It can be • X-Ref tables
event is generally linked to the transmission the relationships they have with their colleagues, their Advice #8: Listen and be patient meeting minutes, summary statement or list of decisions • Register of Disputes
negotiation skills and experience, etc. It is also important During a negotiation, the other party will not necessarily and actions.
or receipt of contractual correspondence on
the subject matter.

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CONTENTS A B C

C3. GENERAL APPROACH FOR THE SETTLEMENT OF DISPUTES (CCAG 2021 AND FIDIC MSA 2017)
The disputes resolution mechanism will depend on whether In FIDIC MSA 2017, the stages of dispute resolution, are PROCESS CCAG PI/MOE 2021 PROCESS FIDIC MSA 2017
your main agreement is under French authority (CCAG PI/ as below:
MOE), or in an international environment such as FIDIC • Clause 10.1 Amicable Dispute Resolution
Model Services Agreement (MSA), NEC3 Professional Any dispute arising between the Parties must first be
Service Contract (PSC) and within sub-consultancy subject of an attempt to reach an amicable resolution
arrangements. between the parties within the framework of a meeting
Under the CCAG PI/MOE conditions of contract, the claims with the «Senior Representatives» of the parties
substantiated by the Consultant are related to disputes, involved. If no agreement can be reached within 56
which may have arisen from: days after the dispute has been raised formally, then
either party may refer this dispute to Adjudication.
• Additional services for which amicable remuneration
has not been agreed between the parties, • Clause 10.2 Adjudication
Unless otherwise agreed between the parties and
• Request for extensions of time where such EoT has
following the procedural exchanges of documentation
not been agreed upon by the parties, or corresponding
between the parties as defined by the Adjudicator in
prolongation cost are disputed,
accordance with Appendix 5 of the MSA, the Adjudicator
• Application of delay or performance penalties.,
will deliver its binding decision within 56 days after the
• Or from any other dispute on the conditions of matter has been referred to him.
execution of the Contract. If a Party is dissatisfied with the decision delivered
In French Conditions for public contracts (CCAG PI/MOE), by the adjudicator, he shall notify his dissatisfaction
the Memorandum of Claim, which is the document that by notice within 28 days after the decision is issued.
substantiates the dispute with the Client is the first step Notwithstanding this notice, the decision remains
of the resolution process of a dispute that has crystallized binding upon the parties.
between the parties. • Clause 10.3 Amicable Settlement
Where a Notice of dissatisfaction has been given, both
If agreement is not reached, the Consultant may refer the
parties shall attempt to settle the dispute amicably
dispute to an Amicable Settlement Advisory Committee,
before the commencement of arbitration.
which shall render their opinion within 6 to 9 months.
However, this opinion is a recommendation and non- • Clause 10.4 Arbitration
binding on either party. Both parties may commence arbitration on or after 28
days after the day which the notice of dissatisfaction
With continuation of the dispute, the Parties refer the was given, even if no attempt at amicable settlement
dispute to a further conciliation or mediation procedure. has been made. Neither Party shall be entitled to
However, the Consultant may also refer the case directly to commence arbitration of a dispute unless a notice of
court. In FIDIC Contracts (MSA 2017), the wording « claim » dissatisfaction has been given. If such a notice has
is not actually mentioned in the General Conditions, as it is been given, and neither Party commences arbitration
in Construction Contract General Conditions. of the dispute within 182 days of giving or receiving the
notice, such notice shall be deemed to have lapsed and
no longer be valid.
(*) or before submission of Draft Final Account (CCAG MOE)

GLOSSARY

ADJUDICATION: It is a kind of dispute board, independent AMICABLE SETTLEMENT ADVISORY COMMITTEE: It is a kind of MEMORANDUM OF CLAIM (CCAG PI/MOE): This Memorandum
from the Parties to the Contract and responsible for dispute settlement committee, independent from the aims at setting out precisely the reasons for a dispute
making formal written decisions which are binding on the Parties and responsible for making recommendations that has arisen between the Parties and indicating,
Parties in respect of any disputes that arise. This type of which are non-binding to the Parties in respect of any where applicable, for each head of claim, the amounts
instance is common in International Contracts (FIDIC or disputes that arise issuing opinions after consultation claimed and their justification. The time limit for
NEC). with the Parties in respect of a dispute referred to it. submission of this Memorandum of Claim (two months)
This type of instance is now usual practice on CCAG type is subject to foreclosure.
contracts.

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CONTENTS A B C

C3. GENERAL APPROACH FOR THE SETTLEMENT OF DISPUTES (CCAG 2021 AND FIDIC MSA 2017)
3.1 ADJUDICATION (MODEL SERVICES AGREEMENT FIDIC 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual documentation Warning particulars. It will be notified to the Adjudicator • In case the matter referred to the Adjudicator 1. Dispute Notice
All the documentation relating to the Contracts The following narrative relates to an unamended with a copy to the other Party. The Statement of is out of its range of expertise or knowledge; As soon as a dispute has materialized between
and its modifications set of General Conditions of Contract; therefore, Case (SOC) shall include the following: the Adjudicator may propose to the Parties the Parties, the Consultant shall notify the Client
the Particular Conditions need to be reviewed, a) Assessment and clarification of the to appoint an expert to help and advise. The
accordingly.
2. Contractual correspondence as often Clients delete clauses in their entirety circumstances giving rise to the dispute, name of the Expert shall be approved by
or make significant amendments, particularly b) Assessment of the principle of the dispute, the Parties. The fees of this expert shall be 2. Dispute Referral (SOC)
This concerns all the correspondence, e-mails,
within the change or adjudication sub-clauses with respect to: shared by the Parties, and the principles of
letters exchanged between the Parties to the The dispute referral shall be in writing as a
(SC 10.2). • The circumstances of the dispute, adjudication would apply to the nominated
Contract having a contractual scope, relating to • The articles and clauses in the contract on expert as well. Statement of Case with all necessary particulars.
the execution of the latter or its interpretation, to What is a dispute under FIDIC MSA 2017 which the dispute is based, It will be notified to the DAB with a copy to the
any of the obligations of the Contract. Adjudicator’s Decision Client.
There is no specific definition of a dispute under • The alleged breach of the contract by the
FIDIC MSA 2017. Disputes may arise between other Party, The Adjudicator shall give his decision within
3. Notification/Instructions the Parties in connection with, or arising out of, c) Evaluation of the impact on the programme 56 days after the date of the referral or within 3. Dispute RRSOC
Notifications or Instructions correspond to the Contract or the execution of the contract, that may allow the Consultant to be awarded such other period as may be proposed by the RRSOC corresponds to the Rejoinder to the
specific actions provided for in the provisions including any dispute as to any certificate, an Extension of Time for completion, Adjudicator and approved by both Parties. Client’s Response to the Statement of Case
of the Contract. They are issued by the Client’s determination, instruction, opinion, or valuation d) Evaluation of the potential financial impact, The decision shall be binding on both Parties, (RSOC). It can be an independent document
and must be generally complied with by the of the Client. with respect to supporting particulars to be who shall promptly give effect to it unless and aimed at responding to the response of the Client
Consultant. Should the Consultant be dissatisfied provided. until it shall be revised in an amicable settlement to the SOC, or it can be comments on the RSOC.
Amicable Settlement
with such Instruction or Notification, he might or an arbitral award.
In FIDIC MSA 2017, any dispute arising between Adjudication Proceedings
respond with disapproval or reservation, and If either Party is dissatisfied with the Adjudicator 4. Notice of dissatisfaction
the Parties should be notified to the other Party. Once the Adjudicator has been notified of a
should justify his position with any possible decision, then either Party may, within 28 days Once the decision of the DAB has been issued, the
Such dispute must first be subject of an attempt Dispute, , the Adjudicator shall implement the
supporting particulars. after receiving the decision, give notice to the Consultant if dissatisfied with the DAB’s decision
to reach an amicable settlement with a meeting proceedings to be followed. The principles are
other Party of its dissatisfaction. may issue a Notice of Dissatisfaction, allowing
of the «Senior Representatives» of the parties. usually the following:
4. Contractual Events Register If agreement cannot be reached within 56 days
Decision shall become final and binding if neither him to start arbitration as the case may be
1) W
 ritten exchanges of arguments:
This is a register listing all the events that Party has given notice of dissatisfaction within
after the dispute has arisen, then either party • Once having acknowledged the receipt of
have occurred on the Contract and that should 28 days after the Adjudicator has issued his 5. Update of Contractual Registers
may refer this dispute to adjudication. the Statement of Case, the Adjudicator will
be updated in real time according to the Decision. The registers to be updated are the following:
Designation of Adjudicator allow 1 to 2 weeks to the Responding Party
developments that have occurred with reference to provide its Response to the Statement of In case where a Party has issued a valid Notice of • Register of Contractual Events
to the identified event, such as a logbook of Before referring any dispute to adjudication, Dissatisfaction, the Parties shall attempt to settle • Register of contract modifications
Case (RSOC) with copy to the other Party,
the Adjudicator needs to be appointed, and the the Dispute amicably before commencement of • X-Ref tables
Contractual Events. The implementation of this • Once the RSCOC is received by the
corresponding agreement signed by both parties arbitration. However, unless both Parties agree • Register of Disputes
register requires discipline in the day-to-day Adjudicator and the other Party, the
to the Contract and the Adjudicator ( 5 MSA Part otherwise, arbitration may be commenced on or
management of events and their consequences. Adjudicator will allow 1 or 2 weeks to the
B Additional or Amended Clauses Appendix 5 after the 28th day after the day on which notice
This register can be combined with the X-Ref Referring Party to provide his Rejoinder to
Rules for Adjudication). of dissatisfaction was given, even if no attempt at
table as far as the evolution of the contractual the RSOC (RRSOC)
Adjudication Principles • Once the RRSOC is received by the amicable settlement has been made.
situation of an event is generally linked to
The Adjudicator shall act in respect of the Adjudicator with copy to the Responding If such notice has been given and neither party
the transmission or receipt of contractual commences arbitration within 182 days, such
following principles: Party, the DAB will allow 1 week maximum
correspondence on the subject matter. to the Responding Party to provide his notice shall be deemed to have lapsed and no
a) Adjudicator to be impartial and independent
from the Parties, Rebuttal to the RRSOC (RRRSOC). longer be valid.
b) Adjudicator to be bound by confidentiality, 2) Hearings:
c) 
Adjudicator act as impartial expert, not as •
The Adjudicator may or not propose to In case of adjudication proceedings, the
arbitrator, proceed with hearings depending on the Project Manager shall contact the Legal
d) Absence of conflict of interest. importance of the case. In such case the Department and the CM Department to
Parties should agree to such hearings • obtain assistance with the procedure,
Dispute’s Referral
and should participate. The attendees to • obtain assistance with the drafting,
The dispute referral shall be in writing in a the hearings are left to the decision of the
form of a Statement of Case with all necessary • advise in the selection of a lawyer (DJU)
Adjudicator.

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CONTENTS A B C

C3. GENERAL APPROACH FOR THE SETTLEMENT OF DISPUTES (CCAG 2021 AND FIDIC MSA 2017)
3.2 ALTERNATE DISPUTE RESOLUTION (ADR)

INPUT DATA PROCESS OUTCOME

1. Contractual documentation What is ADR? Conciliation dispute resolution procedure instead of going to 1. Amicable Settlement Agreement:
All the documentation relating to the Contracts Alternate Dispute Resolution (ADR) means alternative The Parties agree on an independent, third-party court. Its principal characteristics are: It is an enforceable document signed by the Parties
dispute resolution and refers to processes which neutral system to facilitate discussions between • Arbitration is consensual: Arbitration can only
and its modifications. to a Contract where the Parties, having used
are alternatives to the traditional binding dispute them, with the goal of reaching a settlement. The take place if both Parties have agreed to it. In the
2. Contractual correspondence resolution procedures of litigation. It is alternative case of future disputes arising under a contract, their best efforts, settle amicably any dispute,
power to settle remains with the Parties, but the
This concerns all the correspondence, e-mails, in the sense that it is providing a faster and more the Parties insert an arbitration clause in the controversy, or claim arising out of the Contract or
process is led by the conciliator. The conciliator
letters exchanged between the Parties to the economic dispute resolution procedure. Originally, plays an advisory role, wherein he/she suggests relevant contract. An existing dispute can be the breach, termination, or invalidity thereof.
ADR was used to describe a consensual alternative potential remedies to the problem. The conciliation referred to Arbitration by means of a submission 2. Adjudication decision:
Contract having a contractual scope, relating to
approach, which helps to maintain business process completes with a settlement between the agreement between the parties. In contrast to
the execution of the latter or its interpretation, to relationships. More broad definition could include mediation, a party cannot unilaterally withdraw The Adjudication decision is the result of
parties which is final and binding upon the parties.
any of the obligations of the Contract. adjudication, negotiation, mediation, or arbitration or from Arbitration. Adjudication proceedings. According to FIDIC MSA
Conciliator gives suggestions and advice on the issue
3. Notification/Instructions indeed some other. for resolving the dispute between the Parties, as he/ • The Parties choose the arbitrator(s): Under usual 2017 General Clauses, the Adjudicator shall give his
Notifications or Instructions correspond to form of contractual dispute resolution technique. she is an expert in that domain. Arbitration Rules (e.g., ICC), the Parties can decision within 56 days after the date of the referral
select a sole arbitrator together. If they choose or within such other period as may be proposed by
specific actions provided for in the provisions of Negotiation
Both processes mediation and conciliation to have a three-member arbitral tribunal, each the Adjudicator and approved by both Parties.
the Contract. The Client issues them and must At any time, even during adjudication proceedings,
aim at reaching an agreement between Party appoints one of the arbitrators; those two The decision shall be binding on both Parties, who
generally be complied with by the Consultant. arbitration, or even legal court proceedings, the
the Parties binding upon the Parties or persons then agree on the presiding arbitrator.
Should the Consultant be dissatisfied with such Parties can work out between them how to resolve shall promptly give effect to it unless and until it
enforceable by law. In some jurisdictions, the Alternatively, the appointing body designated
any issue that has arisen. The power to settle the shall be revised in an amicable settlement or an
Instruction or Notification, he may respond with dispute rests with the Parties. Such negotiation can Parties may refer to the judge the designation in the arbitration rules can suggest potential
disapproval or reservation and shall justify his arbitrators with relevant expertise or directly arbitral award.
be organised as well between Senior Representatives of the conciliator or the mediator.
position with any possible supporting particulars. appoint members of the arbitral tribunal. 3. Arbitration award
of each Party or between their legal representatives
• Arbitration is neutral: In addition to their
4. Contractual Events Register (lawyers) who must be empowered to negotiate in Dispute Boards An Arbitration award (or arbitral award) is a
selection of neutrals of appropriate nationality,
the name of the Parties. If agreement is reached, this Dispute Adjudication Board (DAB) is a forum for determination on the merits by an arbitration
This is a Register listing all the events that have agreement should be in writing and signed by the
parties can choose such important elements as
occurred on the Contract and that should be dispute resolution, typically comprising three the applicable law, language and venue of the tribunal in an arbitration and is analogous to a
Parties. In such case, the agreement should state independent and impartial persons appointed at judgment in a court of law.
updated in real time according to the developments arbitration. This allows them to ensure that no
that the party having referred the case to adjudication, the start of a project by the contracting parties.
that have occurred with reference to the identified party gains a “home” advantage.
arbitration or court has dropped from this referral. They make formal written decisions which bind the • Principles of Natural Justice apply: In English Note: ADR provided for in FIDIC MSA
event, such as a logbook of Contractual Events. The agreement shall then be communicated to the parties in respect of any disputes that arise. Dispute law, natural justice is technical terminology
The implementation of this Register requires adjudicator, the arbitrator or to the judge to stop Review Board (DRBs) on the other hand, follow a 2017
for the rule against bias (nemo iudex in causa
discipline in the day-to-day management of the dispute process. The settlement should as well similar pattern. If any issue arise, they can be asked In FIDIC MSA 2017, any dispute arising
sua) and the right to a fair hearing (audi alteram
include provisions for the payment of the adjudicator, for their non-binding recommendation. This may between the Parties must first be subject
events and their consequences. This register can partem). While the term natural justice is often
or the arbitrator fees already incurred as the case relate to general disagreements or disputes. Often of an attempt to reach an amicable
be combined with the X-Ref table as far as the may be.
retained as a general concept, it has been
their recommendations are used to resolve disputes replaced and extended by the general «duty to settlement with a meeting of the «Senior
evolution of the contractual situation of an event is
Mediation between the Parties, thus avoiding formal disputes. act fairly». Representatives» of the parties.
linked to the transmission or receipt of contractual If agreement cannot be reached within
Mediation is a form of alternate dispute resolution, Regarding adjudication in FIDIC Contract MSA 2017, • Arbitration is a confidential procedure: The
correspondence on the subject matter. 56 days after the dispute has arisen,
wherein Parties mutually appoint an independent please refer to CM Book C3.1 Adjudication. Arbitration rules protect the confidentiality of
and impartial third party, called as the mediator who the existence of the Arbitration, any disclosures then one or the other party may refer this
Arbitration dispute to Adjudication in accordance with
Mandatory referral to the Group Legal helps the parties in reaching an agreement which made during that procedure, and the award.
For arbitration to apply, the Contract between the
Department is mutually accepted by the Parties concerned. • The decision of the arbitral tribunal is final and Clause 10.2. to get a decision made within
Parties must contain a written agreement to arbitrate.
For the application of one of the Mediation is a third-party neutral and interactive binding upon the parties, and easy to enforce. 56 days after the date of the referral.
Where it applies, the parties might choose to refer
alternative dispute resolution methods process, which employs negotiation techniques to However, unless both Parties agree otherwise, The decision shall be binding on both
to or incorporate an Arbitration procedure, such as
indicated below, it is necessary to assist the Parties in finding the best possible solution Arbitration may be commenced on or after the 28th Parties, who shall promptly give effect to
the Construction Industry Model Arbitration Rules.
contact the Legal Department of the to their dispute. day after the day on which notice of dissatisfaction it unless and until it shall be revised in an
Alternatively, the arbitration can simply be covered by
Group, which is authorized to appoint As a facilitator, mediator attempts to facilitate was given, even if no attempt at amicable settlement amicable settlement or an arbitral award.
the applicable legislation, such as the Arbitration Act
or approve a lawyer to assist Egis if discussion and build an agreement between the has been made. In case where a Party has issued a valid
1996. Many jurisdictions around the world contain
Parties with an aim to settle the dispute. Mediator If such notice has been given and neither Party Notice of Dissatisfaction, the Parties shall
necessary or inform our insurer. The legislation dealing with Arbitration, often based upon
only facilitates communication and develop commences arbitration within 182 days, such notice attempt to settle the Dispute amicably
Contract Management Department will the United Nations Commission on International
understanding. No advisory role is played by the shall be deemed to have lapsed and no longer be before commencement of arbitration.
also be consulted as necessary. Trade Law (UNCITRAL) Model Arbitration Law.
mediator. valid.
In choosing Arbitration, the Parties opt for a private

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CONTENTS A B C

C3. GENERAL APPROACH FOR THE SETTLEMENT OF DISPUTES (CCAG 2021 AND FIDIC MSA 2017)
3.3 LITIGATION PROCEEDINGS

INPUT DATA PROCESS OUTCOME

1. Contractual Documentation What is Litigation? to determine whether a particular court has jurisdiction. • Pre-trial procedures: The purpose of the pre-trial 1. Court judgement
All the Documentation relating to the Contracts Litigation is the process of taking a dispute to a court The consequences of bringing a claim in the wrong procedures is to: A judgment is a decision of a
of law. If Parties cannot agree between themselves court is that a claim could be dismissed early on this • Narrow the issues in dispute between the Parties,
and its modifications. court regarding the rights and
about the fair and proper outcome of a dispute, they technical basis without the court having to consider the • Disclose to the other party all the documents in
underlying merits of the claim. liabilities of parties in a legal
2. Contractual Correspondence will present their respective cases to a court for its their possession or control which are relevant to
action or proceeding. Judgments
judgment. It is a broad term that describes a long and Procedural Rules the case (which either support or are adverse to
This concerns all the correspondence, e-mails, also generally provide the court’s
sometimes complex process. their case),
letters exchanged between the Parties to the In most countries, the Litigation procedure is governed explanation of why it has chosen to
What kind of cases can be resolved using Litigation? by Civil Procedure Rules. The nature, complexity and • Prepare for trial e.g., estimate the number of days
Contract having a contractual scope, relating to required, make a particular court order.
the execution of the latter or its interpretation, to The courts have inherent jurisdiction to hear a dispute value of the dispute will determine which court will hear
a particular dispute. Courts have the widest jurisdiction • Explore the possibility of settlement.
any of the obligations of the Contract. in respect of just about anything. In the absence of any 2. Appeal
other procedure, the Parties will have a right to refer and in addition to determining disputes and declarations. • It is vital that both Parties engage with each other in
They can also summon witnesses and involve the third a civil and co-operative manner. If a party is shown An appeal is when someone who
3. Notification/Instructions their matter to an appropriate
Parties in the dispute as necessary. The Rules usually to be obstructive or evading its obligations under loses a case in a trial court asks a
Notifications or Instructions correspond to specific court. these rules, then they could face a penalty for costs higher court (the appellate court) to
prescribe the time limits within which certain steps in
actions provided for in the provisions of the There are a wide range of cases which can be resolved the Litigation process must be undertaken, the correct even if they are ultimately successful in the action. review the trial court’s decision.
Contract. They are issued by the Client and must using Litigation. Regarding our activities, the main forms to use and the obligations on the Parties to • Trial: Trials are held in open court and heard by one
be generally complied with by the Consultant. issues that may be raised to a court law are the following: Litigation to narrow the issues in dispute. judicial officer. As part of the pre-trial procedure
Should the Consultant be dissatisfied with such • Commercial disputes e.g. claims for breach of The overriding objective of the rules is to resolve disputes the Parties will have estimated the number of
contract such as damaged goods or recovery of court days required to hear all the evidence and
Instruction or Notification, he might respond with justly and by the most efficient means possible. Parties
debts; can be penalised for failing to comply with these rules argument. The court administrators will serve a
disapproval or reservation, and should justify his
• Intellectual property disputes, by costs orders against them or in the most extreme notice on the Parties advising them of the date and
position with any possible supporting particulars. time of the trial. It will be the responsibility of the
• Personal injury claims e.g. monetary claims arising cases having their claims or defences “struck out”. This
out of an accident where a person suffered harm; means that they can no longer continue in the process legal representatives or the litigant in person to
4. Contractual Events Register
and “lose” by default. ensure that they are properly prepared to start on
This is a register listing all the events that have Which is the right court?
the allocated day and that all their witnesses are at
occurred on the Contract and that should be There are a many different courts and tribunals in any These procedural rules can be complex, and lawyers
court to give evidence if necessary.
jurisdiction. The decision as to which court or tribunal are generally appointed to carry out the Litigation
updated in real time according to the developments • Judgment: Once the court has heard the evidence
to approach, will depend on the particular facts of the proceedings in the name of the Parties. Only Egis Legal
that have occurred with reference to the identified Department is allowed to nominate or validate Egis and argument as to the correct legal conclusion
dispute and whether there is a specialist court or tribunal based on the evidence, it will make its decision. This
event, such as a logbook of Contractual Events. legal representatives such as lawyers.
set up for the specific type of case. Egis Legal advisor is known as a judgment. It is usually in writing and
The implementation of this register requires will liaise with necessary lawyer to advise on which of Stages of Litigation Process will set out the facts the court found proved and the
discipline in the day-to-day management of these would be best to approach. The considerations Litigation process can usually be divided into three legal conclusion based on those facts. The judgment
events and their consequences. This register can informing this decision can include: broad stages: will also contain a direction as to who should pay the
be combined with the X-Ref table as far as the • The value of the claim, costs of the Litigation.
• The issue of proceedings and filing of a defence:
evolution of the contractual situation of an event • The nature of the claim. If the case will involve the Legal proceedings commence by the formal service • Appeal: If the Parties are not satisfied with the
is generally linked to the transmission or receipt of assessment of complex and technical evidence then of a claim on a defendant. The claimant’s case outcome one (or sometimes both) can apply to
contractual correspondence on the subject matter. it may be referred to a specialist court which hears will be set out in two documents, the Claim form appeal the judgment to a higher court. An appeal
cases involving disputes over buildings, engineering – which sets out the names of the Parties and the court will, as a rule, not interfere with findings of
or surveying. bare details of the claim, and the Statement of case fact made by the first judge (because that judge
Mandatory referral to the Group Legal
Department The right to approach a court to resolve a dispute is a which sets out the full details of the claim including had the opportunity to observe the witnesses and
For any Litigation issues where Egis fundamental human right. However, that does not mean the facts which support the claim being made. make decisions about their credibility), but it could
that anyone can bring any claim in a court. This question A defendant served with a claim form and a disagree with the judge’s legal conclusions and
is either as claimant or defendant,
is determined by considering whether a particular court statement of case must, within the time periods either overturn or vary the original finding.
it is mandatory to contact the Legal
has jurisdiction over a person or a claim. prescribed by the Civil Procedure Rules, either
Department of the Group, which is Costs
As a rule, the defendant must reside within a court’s object to some technical aspect of the claimant’s
authorized to appoint or approve a Litigation can be an extremely expensive undertaking.
physical jurisdiction, or the cause of action must have case or deliver its defence. Once the pleadings are
lawyer to assist Egis or seize our insurer. While it is true that in most cases the successful party
arisen within a court’s jurisdiction. This is a complex filed, the Parties will have a fair idea of which issues
The Contract Management Department of fact or conclusions of law are in dispute. can claim its legal costs from the other it is unlikely that
area of law and specialist legal advice is often necessary
may also support as necessary. a party would be able to recover all its legal costs.

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CONTENTS A B C

C4. TERMINATION (MODEL SERVICES AGREEMENT FIDIC 2017)

General principle b) 
The Consultant has suspended the Services for Who Clause Ground Responsible Notice Specific Effect of Termination
more than 42 days in the following circumstances: for Termination (beyond the payment of Services delivered
In FIDIC Contract MSA 2017, both Client and Consultant to the date of Termination)
i. The Consultant has not received
may terminate the Contract. However, the terms and
full payment of a non-disputed invoice
right to termination are unbalanced. Thus, where the
ii. Failure by the Client to satisfy the Financial The Consultant is without good reason in
Client may terminate the Contract at his sole discretion, breach of a material term or condition of
Arrangements requirements Client 6.4.1 a) Consultant 14 days The Client is entitled to:
the Consultant is never allowed to do so. Termination is the Agreement, and the Consultant has a) Take over all documentation at the date of
never automatic, it must be notified by one party to the c) If the Client becomes bankrupt or insolvent, goes into not remedied to this breach within 28 days Termination, to complete the Services by
other to come into force. liquidation, etc… himself or by others
Termination by the Client d) If the Client is in breach of the clause regarding anti- b) Claim compensation for reasonable costs
If the Consultant becomes bankrupt,
Client 6.4.1 b) Consultant Immediate incurred due to Termination (with a duty to
corruption, insolvent or goes to liquidation, etc…
According to FIDIC MSA 2017, the grounds for termination mitigate these costs)
by the Client are the following: e) Where an Exceptional Event has led the Consultant to c) Withhold payments to the Consultant until
suspend the Services for more than 168 days all the costs incurred by the Client have been
a) The Consultant is without good reason in breach of a If the Consultant is in breach of the clause established
Client 6.4.1 c) Consultant Immediate
material term or condition of the Agreement, and the Regarding reason a), b) and e), the Consultant shall give regarding anti-corruption,
Consultant has not remedied to this breach within 28 a 14 days’ Notice of the termination. For the reason b)
days, and c) (subject to the applicable law), the termination
shall take effect immediately after the notice. The Consultant is entitled to the payment of:
b) If the Consultant becomes bankrupt, insolvent or goes
a) potential Exceptional Costs actually incurred
into liquidation, etc… Effect of Termination due to the Termination,
c) If the Consultant is in breach of the clause regarding With respect to Termination, the following principles Client 6.4.1 d) At the sole discretion of the Client, Client 56 days b) losses and damages in accordance with the
Contract,
anti-corruption. shall apply:
c) loss of profit regarding the rest of the
d) A
 t the sole discretion of the Client, 1. In any case, the Consultant shall be paid for Services Services that cannot be delivered
performed at the date of Termination
e) Where an Exceptional Event has led to a suspension of
services for more than 168 days 2. 
The Party responsible for Termination shall hold The Consultant is entitled to the payment of:
harmless and indemnify the other party for any Costs, Where an Exceptional Event has to a a) potential Exceptional Costs actually incurred
With respect to reasons a) and e), the Client shall give a Client 6.4.1 e) suspension of services for more than 168 Client 14 days due to the Termination,
loss and damages incurred due to the Termination
14 days’ Notice of the termination. For the reason b) and days b) losses and damages in accordance with the
c) (subject to the applicable law), the termination shall Termination of the Agreement shall not prejudice or Contract,
take effect immediately after the notice of termination affect the accrued rights or claims and liabilities of the
has been given. With respect to reason d), the Client Parties. The Client has suspended all Services at
shall give a 56 days’ Notice of termination. Consultant 6.4.2 a) Client 14 days
his sole discretion for more than 168 days,
Details of Contract Termination effect according to FIDIC
Termination by the Consultant MSA 2017 are given in the following table.
The Consultant has suspended
According to FIDIC MSA 2017, the grounds for termination In case the Termination is of the responsibility of the The Consultant is entitled to the payment of:
the Services for more than 42 days
a) potential Exceptional Costs actually incurred
by the Consultant are the following: Client, the Consultant submits a Claim. Termination Consultant 6.4.2 b) subsequently to default of payment, Client 14 days
due to the Termination,
often leads to dispute solved regarding the disputes failure by the Client to satisfy the
a) 
The Client has suspended all Services at his sole b) losses and damages in accordance with the
clauses of the Contract (ref. to C3 – Disputes). Financial Arrangements requirements
Contract,
discretion for more than 168 days,
c) loss of profit regarding the rest of the
If the Client becomes bankrupt or Services that cannot be delivered.
Consultant 6.4.2 c) Client Immediate
insolvent, goes into liquidation, etc…

If the Client is in breach of the clause

Consultant 6.4.2 d) Client Immediate
regarding anti-corruption,

The Consultant is entitled to the payment of:

GLOSSARY Where an Exceptional Event has led the a) potential Exceptional Costs actually incurred
Consultant 6.4.2 e) Consultant to suspend the Services for Client 14 days due to the Termination,
CONTRACT TERMINATION: is legally ending the contract before one more than 168 days b) losses and damages in accordance with the
or more of the parties have met their agreed obligations. Only Contract
the parties that have signed the contract can terminate the
contract.

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CONTENTS A B C

C4. TERMINATION (MODEL SERVICES AGREEMENT FIDIC 2017)

4.1 CLIENT’S TERMINATION (REFER TO FIDIC MODEL SERVICES AGREEMENT 2017)

INPUT DATA PROCESS OUTCOME

1. Contractual documentation Warning The Consultant shall then refer the issue as a dispute which shall 1. Reservations to the termination
All the documentation relating to the Contracts and its The following narrative relates to an unamended set of General
be solved according to the provisions of the Contract (Refer to CM notification :
modifications. Book C3 Disputes resolution). This is a written letter, notifying the reservations
Conditions of Contract (GCC); therefore, the Particular Conditions of
Contract (PCC) need to be reviewed, as often clients amend clauses With respect to reason d) above, the Consultant is entitled to the to the Notice of Termination.
2. Contractual orrespondence in their entirety or make significant amendments, particularly payment of:
This concerns all the correspondence, e-mails, letters within the change or termination clause (Clause 6 – Suspension of a) potential Exceptional Costs actually incurred due to the 2. Dispute Notice
exchanged between the Parties to the Contract having a Services and Termination of Agreement). Termination, As soon as a dispute has materialized between
contractual scope, relating to the execution of the latter or its Reason for Client’s Termination under FIDIC MSA 2017
b) losses and damages in accordance with the Contract, the Parties, the Consultant shall notify the Client
interpretation, to any of the obligations of the Contract. c) loss of profit regarding the rest of the Services that cannot be accordingly.
The reason for Client’s Termination are the following: delivered.
3. Notification/Instructions 6.4.1 a) The Consultant is without good reason in breach of a material
With respect to reason e) above, the Consultant is entitled to the
3. Dispute Referral to adjudicator (SOC)
Notifications or Instructions correspond to specific actions term or condition of the Agreement, and the Consultant has The dispute referral shall be in writing as a
payment of:
not remedied to this breach within 28 days. Statement of Case with all necessary particulars.
provided for in the provisions of the Contract. They are issued a) 
potential Exceptional Costs actually incurred due to the
6.4.1 b) If the Consultant becomes bankrupt, insolvent or goes to
by the Client and must be generally complied with by the Termination, It will be notified to the Adjudicator with a copy
liquidation, etc…
Consultant. Should the Consultant be dissatisfied with such b) l osses and damages in accordance with the Contract. to the Client. Advise from the Legal Department
6.4.1 c) If the Consultant is in breach of the clause regarding anti-
Instruction or Notification, he might respond with disapproval corruption, In such cases, the Consultant shall submit his specific claim to
in this case is mandatory.
or reservation, and should justify his position with any possible 6.4.1 d) A t the sole discretion of the Client, recover the payment of the money he is entitled to.
supporting particulars. 4. Referral to the Court regarding
6.4.1 e) Where an Exceptional Event has to a suspension of services
In case the Client disagrees with the Consultant’s demand, the Termination
for more than 168 days.
4. Contractual Events Register Consultant may refer the issue as a dispute, to be solved under If we contest the legality of the decision to
With respect to reasons a) and e), the Client shall give a 14 days’ the provisions of the Contract ((Refer to CM Book C3 Disputes terminate the Contract, it will be appropriate to
This is a register listing all the events that have occurred on
Notice of the termination. For the reason b) and c) (subject to the resolution) refer the case to the judge directly. Advise from
the Contract and that should be updated in real time according applicable law), the termination shall take effect immediately after
to the developments that have occurred with reference to the the Legal Department in this case is mandatory.
the notice of termination has been given.
identified event, such as a logbook of Contractual Events.
With respect to reason d), the Client shall give a 56 days’ Notice of 5. Referral to the Court in case of call for
The implementation of this register requires discipline in the Bank Guarantee
termination.
day-to-day management of events and their consequences.
If we contest the legality of the decision to
This register can be combined with the X-Ref table as far Consequences of Termination
call for the Performance Bank Guarantee, it
as the evolution of the contractual situation of an event is The consequence of Termination will depend of the party responsible is appropriate to refer the case to the judge
generally linked to the transmission or receipt of contractual for Termination. directly. The court must be in the country of
correspondence on the subject matter.
With respect to reasons a), b) and c) above, the Client is entitled to: the Bank which has issued the Bank Guarantee.
a) Take over all documentation at the date of Termination, to Advise from the Legal Department in this case is
complete the Services by himself or by others. mandatory.
Mandatory contact with the Group Legal b) Claim compensation for reasonable costs incurred due to
Department Termination (with a duty to mitigate these costs) 6. Update of Contractual Registers
For any termination issues, it is mandatory to c) Withhold payments to the Consultant until all the costs incurred The registers to be updated are the following:
contact the Group Legal Department, which is by the Client have been established. • Contractual Events Register
authorized to appoint or approve a lawyer to • Contract Changes Register
In addition, and in case the Client has requested the Consultant to
assist Egis or seize our insurer. The Contract • X-Ref tables
issue a Performance security (usually in the form of a First Demand
Management Department may also support as
Performance Bank Guarantee, the Client may call for part or whole • Register of Disputes
necessary.
of the Bank Guarantee. In such case, the Consultant shall refer
the issue in court to block the payment of such the guarantee, if
the Consultant considers that the reasons for termination are
not correct, or the call for bank guarantee exceeds the amount
the Client is entitled to. Legal Department is to be contacted in
emergency in such case.

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CONTENTS A B C

C4. TERMINATION (MODEL SERVICES AGREEMENT FIDIC 2017)

4.2 CONSULTANT’S TERMINATION

INPUT DATA PROCESS OUTCOME

1. Contractual documentation Warning b) l osses and damages in accordance with the Contract, 1. Termination Notice:
All the Documentation relating to the Contracts and its c) loss of profit that would otherwise have been earned on the This is a written letter, sent in RAR, notifying
The following narrative relates to an unamended set of General
modifications. Services not performed due to Termination. the termination of the agreement and stating
Conditions of Contract (GCC); therefore, the Particular Conditions of
Contract (PCC)need to be reviewed, as often clients amend clauses With respect to reason e) the Consultant is entitled to the payment the reasons of termination, referring to the
2. Contractual correspondence in their entirety or make significant amendments, particularly of only: corresponding clause of the agreement
This concerns all the correspondence, e-mails, letters exchanged within the change or termination clause (Clause 6 – Suspension of a) 
potential Exceptional Costs actually incurred due to the
between the Parties to the Contract having a contractual scope, Services and Termination of Agreement). Termination, 2. Termination Claim:
relating to the execution of the latter or its interpretation, to any b) losses and damages in accordance with the Contract The termination claim is to be submitted to the
Reason for Consultant’s Termination under FIDIC MSA 2017
of the obligations of the Contract. Following the Notice of termination, the Consultant shall submit his Client as soon as practicable after the Notice has
The reason for Consultant’s Termination are the following:
specific claim to recover the payment of the money he is entitled to. been issued to the Client
3. Notification/Instructions 6.4.2 a) The Client has suspended all Services at his sole discretion
Notifications or Instructions correspond to specific actions for more than 168 days, In case the Client disagrees with the Consultant’s demand, the 3. Dispute Notice
6.4.2 b) The Consultant has suspended the Services for more than Consultant may refer the issue as a dispute, to be solved under
provided for in the provisions of the Contract. They are issued As soon as a dispute has materialized between
42 days subsequently to default of payment, failure by the the provisions of the Contract ((Refer to CM Book C3 Disputes
by the Client and must be generally complied with by the Client to satisfy the Financial Arrangements requirements resolution).
the Parties, the Consultant shall notify the Client
Consultant. Should the Consultant be dissatisfied with such 6.4.2 c) 
If the Client becomes bankrupt or insolvent, goes into accordingly.
Instruction or Notification, he might respond with disapproval In addition, and in any case of termination by the Consultant, if the
liquidation, etc…
or reservation, and should justify his position with any possible Client has requested the Consultant to issue a Performance Bank 4. Dispute Referral to adjudicator (SOC)
6.4.2 d) If the Client is in breach of the clause regarding anti-
Guarantee on-demand, the Client may call for part or whole of the Should a dispute arise between the Parties
supporting particulars. corruption,
Bank Guarantee. In such case, the Consultant shall refer the issue in regarding the consultant’s termination claim,
6.4.2 e) Where an Exceptional Event has led the Consultant to
4. Contractual Events Register court to block the payment of such the guarantee, if the Consultant
suspend the Services for more than 168 days. the dispute referral shall be in writing as a
considers that the reasons for termination are not correct, or the
This is a register listing all the events that have occurred on Statement of Case with all necessary particulars.
With respect to reason a), b) and e), the Consultant shall give a 14 call for bank guarantee exceeds the amount the Client is entitled
the Contract and that should be updated in real time according days’ Notice of the termination. For the reason c) (subject to the to. The Legal Department is to be contacted before any termination
It will be notified to the Adjudicator with a copy
to the developments that have occurred with reference to the applicable law) and d), the termination shall take effect immediately issue is emergency in such case. to the Client. Advise from the Legal Department
identified event, such as a logbook of Contractual Events. The after the notice of termination has been given. in this case is mandatory.
implementation of this register requires discipline in the day-to- The Consultant shall then refer the issue as a dispute which shall
Consequences of Termination be solved according to the provisions of the Contract (Refer to CM 5. Referral to the Court in case of call for
day management of events and their consequences. This register
can be combined with the X-Ref table as far as the evolution of With respect to reasons a), b), c) and d), the consultant is entitled
Book C3 Disputes resolution). Bank Guarantee
the contractual situation of an event is generally linked to the to the payment of: If we contest the legality of the decision from
transmission or receipt of contractual correspondence on the a) 
potential Exceptional Costs actually incurred due to the the Client to call for the Bank Guarantee, it
subject matter. Termination, is appropriate to refer the case to the judge
directly. The court must be in the country of
the Bank which has issued the Bank Guarantee.
Advise from the Legal Department in this case is
Mandatory contact with the Group Legal mandatory.
Department
For any termination issues, it is mandatory to 6. Update of Contractual Registers
contact the Group Legal Department, which is
The registers to be updated are the following:
authorized to appoint or approve a lawyer to
• Register of Contractual Events
assist Egis or seize our insurer. The Contract
Management Department may also support as • Register of contract modifications
necessary. • X-Ref tables
• Register of Disputes

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CONTENTS A B C

C4. TERMINATION (MODEL SERVICES AGREEMENT FIDIC 2017)

4.3 PAYMENT CERTIFICATE AT TERMINATION

INPUT DATA PROCESS OUTCOME

1. Contractual Documentation Warning Considering the above, the invoice at termination shall follow the 1. Final invoice/Invoice at Termination
All the Documentation relating to the Contract and its general proceedings as described in CM Book 6.3 Invoicing. The final invoice is to be submitted to the Client
The following narrative relates to an unamended set of General
modifications. Conditions of Contract (GCC); therefore, the Particular Conditions of The amount claimed in the final invoice shall take consideration of as soon as practicable after the Notice has been
Contract (PCC) need to be reviewed, as often Clients amend clauses the contractual reason of Termination. Depending on the origin of issued to the Client.
2. Contractual Correspondence in their entirety or make significant amendments, particularly the termination, the Consultant shall establish the following:
This concerns all the correspondence, e-mails, letters exchanged within the change or termination clause (Clause 6 – Suspension of 2. Dispute Notice
a) 
amounts related to the Services performed at the date of
between the Parties to the Contract having a contractual scope, Services and Termination of Agreement). As soon as a dispute has materialized between
Termination (whatever the reason for Termination)
relating to the execution of the latter or its interpretation, to any Reason for Consultant’s Termination under FIDIC MSA 2017 the Parties regarding the final invoice, the
of the obligations of the Contract. b) potential Exceptional Costs actually incurred by the Consultant Consultant shall notify the Client accordingly.
The General conditions of MSA 2017 does not deal specifically with due to Termination,
3. Notification/Instructions the Payment Certificate at termination except with respect to SC 3. Dispute Referral to adjudicator (SOC)
c) losses and damages in accordance with the Contract,
Notifications or Instructions correspond to specific actions 7.2.3, which states that the Client shall not withhold payment of any Should a dispute arise between the Parties
part of an invoice for any amount properly due to the Consultant d) loss of profit that would otherwise have been earned on the
provided for in the provisions of the Contract. They are issued Services not performed due to Termination.
regarding the consultant’s invoice at termination,
under the agreement by reason of claims or alleged claims against
by the Client and must be generally complied with by the the Consultant unless the amount to be withheld has been agreed
the dispute referral shall be in writing as a
Consultant. Should the Consultant be dissatisfied with such Amounts incurred under b), c) and d) are to be claimed to the Client Statement of Case with all necessary particulars.
as due to the Client, or has been awarded by an adjudicator or an and may end up in dispute proceedings.
Instruction or Notification, he might respond with disapproval arbitrator. It will be notified to the adjudicator with a copy
or reservation, and should justify his position with any possible On the contrary, if the Termination is due to Consultant’s fault, then to the Client. Advise from the Legal Department
However, under Clause 6.5.2 c), the Client is entitled to withhold
supporting particulars. the final invoice will include the following: in this case is mandatory.
payments due to the Consultant because of the Termination at the
Consultant’s fault (6.4.1 a) to c) until: a) compensation for reasonable costs incurred by the Client due to
4. Contractual Events Register 4. Update of Contractual Registers
• all costs incurred by the Client such as claim compensation for Termination.
This is a register listing all the events that have occurred on The registers to be updated are the following:
reasonable costs directly incurred or costs incurred in arranging If the Client disagrees with the amount claimed by the Consultant as
the Contract and that should be updated in real time according • Contractual Events Register
for the Services to be completed by another Consultant, have a compensation to termination, the Consultant shall then refer the
to the developments that have occurred with reference to the • Contract Changes Register
been established (with a duty to expedite the establishment of issue as a dispute which shall be solved according to the provisions
identified event, such as a logbook of Contractual Events. The such costs), • X-Ref tables
of the Contract (Refer to CM Book C3 Disputes resolution).
implementation of this register requires discipline in the day-to- • all documents, information, calculations, and other deliverables
• Register of Disputes
day management of events and their consequences. This register necessary for the Client to complete the Services have been
can be combined with the X-Ref table as far as the evolution of received.
the contractual situation of an event is generally linked to the
transmission or receipt of contractual correspondence on the
subject matter.

Mandatory contact with the Group Legal

Department
For any termination issues, it is mandatory
to contact the Group Legal Department, is
authorized to appoint or approve a lawyer to
assist Egis or seize our insurer. The Contract
Management Department may also support as
necessary.

© - Contract Management Book - v. 2023 Sensitive and confidential - Internal distribution only - 67
CONTENTS

CONTACT
COMMUNAUTE CONTRACT MANAGEMENT

DIRECTION CONTRACT MANAGEMENT

[email protected]

www.egis-group.com
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EGIS - S.A. RCS VERSAILLES 70 2027376 - June 2023

Design & creation: Gilles L’hospitalier