Section 8 – Standard Form of Contract Page 1 of 34

SECTION 8. STANDARD FORM OF CONTRACT

Time-Based and Lump-Sum Contract for ADB-financed TAs/Grants/Staff Consultants

Asian Development Bank

CONSULTANT SERVICES CONTRACT

[CONTRACT TYPE]
[PROJECT TYPE]/[SELECTION METHOD]
[(OPTION A)1
This CONTRACT (together with the General Conditions, Appendices A-[D/E], and Notice to
Proceed2 as an integral part, called the Contract) is made on the [day] day of [month] [year],
between Asian Development Bank (ADB), and [name of consulting firm], [country] ([CMS No.]) on
the other part, (as the Consultant). The Consultant retains full and undivided responsibility for
performing the obligations and completing satisfactorily the Services under the Contract.
(OPTION B)3
This CONTRACT (together with the General Conditions, Appendices A-[D/E], and Notice to
Proceed2 as an integral part, called the Contract) is made on the [day] day of [month] [year],
between Asian Development Bank (ADB), and a joint venture consisting of the following entities,
each of which will be jointly and severally liable to ADB for all of the Consultant's obligations under
this Contract, namely, [name of consulting firm], [country] ([CMS No.])4, [name of consulting firm],
[country] ([CMS No.]), [name of consulting firm], [country] ([CMS No.]) on the other part, (as the
Consulting Joint Venture). The Consulting Joint Venture retains full and undivided responsibility for
performing the obligations and completing satisfactorily the Services under the Contract.
(OPTION C)5
This CONTRACT (together with the General Conditions, Appendices A-[D/E], and Notice to
Proceed2 as an integral part, called the Contract) is made on the [day] day of [month] [year],
between Asian Development Bank (ADB), and [name of consulting firm], [country] ([CMS No.]) on
the other part, (as the Consultant). Although the Consultant has associated with [names of
associated firm], [country] ([CMS No.7]), [names of associated firm], [country] ([CMS No.7]), the
Consultant retains full and undivided responsibility for performing the obligations and completing
satisfactorily the Services under the Contract.
(OPTION D)6
This CONTRACT (together with the General Conditions, Appendices A-[D/E], and Notice to
Proceed2 as an integral part, called the Contract) is made on the [day] day of [month] [year],
between Asian Development Bank (ADB), and a joint venture consisting of the following entities,
each of which will be jointly and severally liable to ADB for all of the Consultant's obligations under
this Contract, namely, [name of consulting firm], [country] ([CMS No.]), [name of consulting firm],
[country] ([CMS No.]), [name of consulting firm], [country] ([CMS No.]) on the other part, (as the
Consulting Joint Venture). Although the Consulting Joint Venture has associated with
[names of associated firm], [country] ([CMS No.7]), [names of associated firm], [country] ([CMS
No.7]), the Consulting Joint Venture retains full and undivided responsibility for performing the
obligations and completing satisfactorily the Services under the Contract.]

_________________________________
1 Use Option A if the Consultant is a lead firm with no joint venture and associated firms
2 A sample form of Notice to Proceed is attached.
3 Use Option B if the Consultant is a Joint Venture and not associated with other firm/s
4 Name each of the firms which form part of the Joint Venture
5 Use Option C if the Consultant is not a Joint Venture and associated with other firm/s
6 Use Option D if the Consultant is a joint venture and associated with other firm/s
7 Optional
Section 8 – Standard Form of Contract Page 2 of 34

[If project type is TA or Grant and there is an agreement signing date]

ADB has agreed to assist the Government of [country]8 (the Government) with [
technical | grant] assistance ([Technical | Grant] Assistance) for the [<project type> no.-country:
project title] by an agreement (the [Technical | Grant] Assistance Agreement) executed between
the Government and ADB on the [day] day of [month] [year]; and

ADB has requested the Consultant to work [on a lump sum basis]* under the terms
and conditions below, and under the General Conditions and the Appendices as attached, to which
the Consultant has agreed;

[If project type is TA or Grant and there is no agreement signing date]

ADB has agreed to assist the Government of [country]8 (the Government) and has
requested the Consultant to work [on a lump sum basis]* under the terms and conditions below,
and under the General Conditions and the Appendices as attached, to which the Consultant has
agreed;

[If project type is Staff Consultant]

ADB has requested the Consultant to work [on a lump sum basis]* under the terms
and conditions below, and under the General Conditions and the Appendices as attached to which
the Consultant has agreed;

THEREFORE the parties agree as follows:

Clause 1. Description of Services. The Consultant's work under the Contract

(the Services) is detailed in the Terms of Reference in Appendix A.

Clause 2. Reports. The Consultant submits to ADB in English the reports

specified below and in Section 6.05 of the General Conditions:

(i) An Inception Report: (__ copies to ADB and __ copies to the

Government) to be submitted within ____ (_) weeks after commencing
the Services.

(ii) An Interim Report: (__ copies to ADB and __ copies to the Government)
to be submitted within ____ (_) weeks after commencing the Services.

(iii) A Draft Final Report: (__ copies to ADB and __ copies to the
Government) to be submitted within ____ (_) weeks after commencing
the Services.

(iv) A Final Report: (__ copies to ADB and __ copies to the Government) and
for ADB and the Government, a CD containing the Final Report. These
will be submitted within ____ (_) weeks after receiving comments from
ADB and the Government on the Draft Final Report. The Final Report
will incorporate ADB's and the Government's comments. A 500-word
(maximum) knowledge summary will be included in the front section of
the final report to be delivered on a CD.

_________________________________
8 If
country is regional, use "Governments of the countries listed in the [TA Paper | RRP] and the Terms of Reference
* The bracketed language should be included only in the case of lump sum contracts.
Section 8 – Standard Form of Contract Page 3 of 34

Clause 3. Personnel.

(a) Subject to Sections 1.01, 1.02 and 2.01 of the General Conditions, the
Personnel specified in Appendix B (hereinafter called the Personnel) carry out the Services for the
respective periods indicated. The Personnel include any persons the Consultant or subconsultant
hires and assigns to perform any part of the Services.

(b) Always, a Team Leader acceptable to ADB supervises and

coordinates Personnel operations [in the field] and is responsible for liaison between the
Consultant[, the Government,]9 and ADB.

Clause 4. Commencement Date. The Consultant commences the Services

within 15 calendar days after ADB gives the Consultant the Notice to Proceed. It is presently
anticipated that Services will commence by [start date] and be completed by [end date].

[Clause 5. Date of Arrival. The Consultant promptly informs ADB of the date
the Personnel arrives in [TA/Grant country].]10

[Clause 5. Date of Arrival. The Consultant promptly informs ADB of the

date the Personnel arrives in the participating countries in this [Technical | Grant Assistance].]11

[Clause 5. Date of Arrival. The Consultant promptly informs ADB of the date the
Personnel arrives in the place of assignment.]12

Clause 6. Facilities and Services Provided by the Executing Agency. The

Executing Agency provides the Consultant free of charge the services, facilities, equipment,
documents, and information listed in Article XII of the General Conditions [and in Appendix D].

Clause 7. Payment to the Consultant.

[(a) ADB pays the Consultant for the Services the Consultant claims from ADB
following Article VI of the General Conditions and the Payment Schedule in Appendix C.
Mobilization payment will be processed upon submission and user division endorsement of claim.
For such cases:
(i) Remuneration specified in Appendix C under Sections 6.02 to 6.04 of the
General Conditions is in [pay currency].

(ii) Appendix C details the estimated cost for the Services the Consultant submits
and ADB approves.

(iii) The total number of 176 hours per month applies when calculating hourly rates
for the time spent in the home office under Section 6.02 of the General
Conditions.]13

[(a) ADB pays the Consultant the maximum sum in Clause 8 based on claims
the Consultant submits to ADB under Section 6.01 and Article XXI of the General Conditions and
the Payment Schedule in Appendix C. Mobilization payment will be processed upon submission
and user division endorsement of claim. Payments under this Contract are in United States
dollars.]14
_________________________________
9 Use if project is TA or Grant
10 Use if project is non-regional TA or Grant
11 Use if project is regional TA
12 Use for Staff Consultant
13 Use if contract is not lump-sum
14 Use if contract is lump-sum
Section 8 – Standard Form of Contract Page 4 of 34

[(b) The cost estimates and schedule of payments in Appendix C follow the
Consultant's representations in its Financial Proposal and at contract negotiations. ADB may
inspect and audit documentation, accounts, and records relevant to such representations under
Section 7.02 of the General Conditions.]15

[(b) The rates in Appendix C reflect Consultant's representations at the

Contract negotiations, and ADB may audit them under Section 7.02 of the General Conditions.]16

(c) All ADB payments are made to the Consultant's account(s):

For [currency]
Payment Method :

[ Bank Name :
Branch Name :
Address :

Account Name :
Account No. :
[Routing Type] : ]17

For [other currency] Same as [primary currency]

For [other currency]

Payment Method :

[ Bank Name :
Branch Name :
Address :

Account Name :
Account No. :
[Routing Type] : ]17

Clause 8. Maximum Payment.

(a) Except as ADB otherwise agrees under Section 17.01 of the General
Conditions, total payments under this Contract do not exceed a sum equivalent to US$[amount].

Clause 9. Recipient Country. [In the Contract, the term "recipient country"
refers to [TA/Grant Country].]18 [There is no recipient country for this Contract. All references to the
Government in this Contract and the General Conditions are not applicable to this Contract.]19

Clause 10. Authorized Representative of Consultant. The Team Leader or

a designated representative may take any action required or permitted, and execute any
documents required or permitted under this Contract on behalf of the Consultant.

____________________________________
15 Use for FBS, LCS or QCBS selection methods
16 Use for CQS, QBS or SSS selection methods
17 If payment method is Electronic
18 Use if project is TA or Grant
19 Use if project is Staff Consultant
Section 8 – Standard Form of Contract Page 5 of 34

Clause 11. ADB's Authorized Representative.

(a) Except for contract variations under Section 17.01 of the General Conditions, or
as in Clause 11(b) below, Director, [user division], [user department] of ADB or a designated
representative gives to the Consultant all notices, orders, directions and instructions for
commencing Services and for the technical aspects of the Services.

(b) The Director General of ADB's Procurement, Portfolio and Financial

Management Department or a designated representative gives to the Consultant all notices,
orders, directions, instructions, and other documents for the Consultant's employment, termination,
discharge, compensation or expenses.

Clause 12. Notices and Requests. Any notice or request required or

permitted under the Contract from a party is in writing and in English. Such notice or request is
handed, mailed, telexed or faxed to the party at the address specified in writing to the party.

For ADB : Attention: [Name of User division director]

Director, [user division]
Address : ASIAN DEVELOPMENT BANK
6 ADB Avenue, Mandaluyong City
1550 Metro Manila, Philippines
Telephone Nos. : (63 2) 8632-4444
(Connecting all Departments and Offices)
Facsimile Nos. : (63 2) 8632-4444
E-mail address : [user division project officer]
For the Consultant : Attention: [name of contact person]
[title]

Address :
Telephone Nos. :
Facsimile Nos. :

E-mail address :

Clause 13. Effective Date.

(a) The Contract becomes effective when the date notice is given to the
Consultant to proceed with the Services under Clause 4 above.

(b) Should the Contract not become effective within 60 calendar days of the
date, either party may, by not less than 10 calendar days written notice to the other party, declare
the Contract null and void, and upon such declaration by either party, neither party has any claim
against the other party.
Section 8 – Standard Form of Contract Page 6 of 34

The respective parties have signed this contract and delivered it at ADB's principal office, on the
day and year first written above.

ASIAN DEVELOPMENT BANK

By [name of Director General or Director]

[Procurement, Portfolio and Financial
Management Department or
Procurement Division 1 or 2]

[Name of Consulting Firm]

By [name of authorized representative]

[Title]

[Note: if the Consultant is a Joint Venture,

all
the entities should appear as signatories as
follows]

[Name of Joint Venture Partner]

By [name of authorized representative]

[title]

[Name of Joint Venture Partner]

By [name of authorized representative]

[title]

etc.

List of Appendices
A - Terms of Reference
B - [Personnel Schedule] [Personnel]
C - Cost Estimates and Payment Schedule
D - [Specific Assurances of the Government] [Counterpart Support]
E - Standards of Conduct
General Conditions
Section 8 – Standard Form of Contract Page 7 of 34

APPENDIX A
(TERMS OF REFERENCE)
Section 8 – Standard Form of Contract Page 8 of 34

APPENDIX B
(FOR TIME-BASED CONTRACT)

PERSONNEL SCHEDULE
Section 8 – Standard Form of Contract Page 9 of 34

APPENDIX B
(FOR LUMP-SUM CONTRACT)

PERSONNEL

Expert Position

International

[Name] [Position]

[Name] [Position]

[Name] [Position]

National

[Name] [Position]

[Name] [Position]

[Name] [Position]
Section 8 – Standard Form of Contract Page 10 of 34

APPENDIX C
(FOR TIME-BASED CONTRACT)

COST ESTIMATES

C-1: REMUNERATION

Name Position Currency Home Office Field Total

Rate
Input Amount Input Rate Amount
in PM per PM in PM per PM
International

Sub-total

National

Sub-total

Note:
The rates reflect Consultant representations during contract negotiations, which ADB may audit under Section 7.02 of the General Conditions. Where an audit
identifies that a Consultant has during negotiations or implementation of the Project misrepresented information or misled ADB or contravened the principles in the
Guidelines, ADB may, inter alia, sanction that consulting firm from participating in any future consulting services assignments financed by ADB for such period as ADB
deems fit.
Section 8 – Standard Form of Contract Page 11 of 34

C-2: REIMBURSABLE EXPENSES (This is just an illustration. The actual items will be determined during
contract negotiations)

Item Code and Name For Expert Qty Unit Currency Amount Total
1156 International Per Diem Allowance1
1172 International Air Travel
1182 Miscellaneous Travel Expenses2
1200 Equipment3
1300 Seminars, Workshops & Training4
1400 Studies, Surveys & Reports4

C-3: CONTINGENCY

Item Code and Name Currency Amount Total

1900 Contingency5

Note:
All items are at cost unless otherwise indicated.
1 Fixed per diem rate. No receipts required. The exact number of days and cities may vary based on ADB

requirements. No per diem paid on expert's return to HO/usual place of residence.

2 To cover costs incidental to travel. No receipts required.
3 List of equipment, scanned copies of quotations and receipts of actual expenditures are required. Goods to be

procured and produced in ADB member countries. Purchase is pre-approved by user division based on bid
comparison and awarded to lowest substantially responsive bidder.
4 Detailed program/cost estimate for user division's approval prior to start of activity. Summary of expenses with

supporting receipts is required. Administrative/technical staff, etc., should be within local market rates or USD 900,
whichever is lower. Originals to be retained by consultant for audit.
5 Contingency can be reallocated to other cost categories with prior approval of ADB.
Section 8 – Standard Form of Contract Page 12 of 34

C-4: SUMMARY OF COST ESTIMATES

[Other
USD
Currency]
Remuneration
Reimbursable Expenses
Contingency

MAXIMUM CONTRACT PAYMENT (TOTAL) USD

C-5: PAYMENT SCHEDULE (This is just an illustration. The actual items will be determined during contract
negotiations)

Progress Payments
[Other
No. Payment Milestone Week Est. Date Percent USD
Currency]
1 Mobilization Payment1
2 Approval of Inception Report
3 Approval of Mid-Term Report
4 Approval of Draft Final report
5 Approval of Final Report
Approval of Statement of Eligible
6
Costs2

Other Payments
[Other
Item Code and Name USD
Currency]
1156 International Per Diem Allowance3
1172 International Air Travel
1182 Miscellaneous Travel Expenses4
1200 Equipment5
1300 Seminars, Workshops & Training6
1400 Studies, Surveys & Reports6

Contingency
[Other
Item Code and Name USD
Currency]
1900 Contingency7

MAXIMUM CONTRACT PAYMENT (TOTAL) USD

Note:
1 Mobilization payment will be processed upon submission and user division endorsement of claim.
2 To be submitted to and approved by the ADB pursuant to General Conditions, Sections 6.06 and 6.07.
3 Fixed per diem rate, no receipts required. The extract number of days and cities may vary based on requirements of ADB. No per

diem paid on expert's return to HO/usual place of residence.

4 To cover costs incidental to travel. No receipts required.
5 List of equipment, scanned copies of quotations and receipts of actual expenditures are required. Goods to be procured and

produced in ADB member countries. Purchase is pre-approved by user division based on bid comparison and awarded to lowest
substantially responsive bidder.
6 Detailed program/cost estimate for user division's approval prior to start of activity. Summary of expenses with scanned receipts

is required. Administrative/technical staff, etc. should be within local market rates or USD 900 whichever is lower. Originals to be
retained by consultant for audit.
7 Contingency can be reallocated to other cost categories with prior approval of ADB.
Section 8 – Standard Form of Contract Page 13 of 34

APPENDIX C
(FOR FULL LUMPSUM CONTRACT)

PAYMENT SCHEDULE CONTRACT NO. [Contract Number]

(This is just an illustration. The actual items will be determined during contract negotiations)

LUMPSUM

No. Payment Milestone USD [Other Currency]

1 Approval of Inception Report
2 Approval of Interim Report
3 Approval of Draft Final Report
4 Approval of Final Report

SUB-TOTAL [Subtotal USD] [Subtotal Other]

Contingency USD [Other Currency]

Item Code and Name
1900 Contingency1
[Subtotal USD] [Subtotal Other]

[Total USD] [Total Other]

MAXIMUM CONTRACT PAYMENT (TOTAL) USD [Total USD]2

Note:
1 Contingency can be reallocated to other cost categories with prior approval of ADB.
2 Includes remuneration fees of the experts and out of pocket expense for the international travel (airfares, per diem allowance &

miscellaneous).
Section 8 – Standard Form of Contract Page 14 of 34

APPENDIX C
(FOR PARTIAL LUMPSUM CONTRACT)

PAYMENT SCHEDULE CONTRACT NO. [Contract Number]

(This is just an illustration. The actual items will be determined during contract negotiations)

C-1: LUMPSUM

No. Payment Milestone USD [Other Currency]

1 Approval of Inception Report

2 Approval of Mid-Term Report
3 Approval of Draft Final report
4 Approval of Final Report

SUB-TOTAL [Subtotal USD]1 [Subtotal Other]1

C-2: Reimbursable Expenses2

Item Code and Name Qty Unit USD [Other Currency]
1172 International Air Travel3
1200 Equipment4
1300 Seminars, Workshops, Training5

SUB-TOTAL [Subtotal USD] [Subtotal Other]

Contingency USD [Other Currency]

Item Code and Name
1900 Contingency6
[Subtotal USD] [Subtotal Other]

[Total USD] [Total Other]

MAXIMUM CONTRACT PAYMENT (TOTAL) USD

Note:
1 Includes remuneration fees of the experts and other expenses except for international travel (airfares, accommodation and per

diem).
2 Sub-total is the maximum budget for reimbursable expenses. Actual cost may be less than this amount and will be determined

based.
3 Evidence of travel required (scanned copies of boarding passes or frequent flier account statement). Please retain originals for

possible audit.
4 List of equipment, scanned copies of quotations and receipts of actual expenditures are required. Goods to be procured and

produced in ADB member countries. Purchase is pre-approved by User Unit based on bid comparison and awarded to lowest
substantially responsive bidder.
5 Detailed program/cost estimate for User Unit's approval prior to start of activity. Summary of expenses with scanned receipts is

required. Administrative/technical staff, etc. should be within local market rates or USD 900 per month whichever is lower.
Originals to be retained by consultant for audit.
6 Contingency can be reallocated to other cost categories with prior approval of ADB.
Section 8 – Standard Form of Contract Page 15 of 34

APPENDIX D

[Specific Assurances | Counterpart Support]1

(Model only)

1. The [Government | Executing Agency]2 provides free for the Consultants, the
following facilities, services, equipment, materials, documents, and information that the
Consultants require for the [Technical Assistance | Grant Assistance | Staff Consultancy]:

(i) office accommodation (suitably furnished and equipped), office supplies,

secretarial assistance, translation and interpretation services, and
communication facilities;

(ii) vehicles (including maintenance and operation costs) and drivers and
other internal transportation facilities in the Recipient Country;

(iii) equipment, materials and supplies from the [Government | Executing

Agency]2;

(iv) suitably furnished living accommodation including the cost and

maintenance of utilities (electricity, gas and water services); and

(v) documents, data, statistics, information, and maps from the [Government
| Executing Agency]2.

2. The [Government | Executing Agency]2 also undertakes the following:

PLEASE NOTE:

1. The facilities, services, equipment, materials, documents and information

described in 1(i) to (v) are only theoretical examples of what the [Government | Executing
Agency]2 may provide for a specific [TA / Grant / SC] project. [This should be adjusted to
reflect the specific Government assurances in the [Grant Agreement | TA Agreement or TA
Framework Agreement Letter.]]3

2. Delete the second paragraph if there are no additional undertakings to obtain.

3. Confirm the contents of these specific assurances with the [Government |

Executing Agency]2 representative during Contract Negotiations.

__________________________________________________________________
1 Display "Counterpart Support" if project type is Staff Consultant. Otherwise, display "Specific Assurances"
2 Display "Executing Agency' if project type is Staff Consultant. Otherwise, display "Government"
3 Display only if project type is TA or Grant
Section 8 – Standard Form of Contract Page 16 of 34

APPENDIX E
STANDARDS OF CONDUCT

Introduction

(a) ADB requires Consultants1 to observe the highest standard of ethics and
integrity throughout the procurement and execution of ADB-related activities.
Having due regard to the nature and purposes of ADB as an international
organization, the Consultant shall adhere to ADB's commitment to foster and
maintain an environment free from inappropriate behavior, Bullying, Misconduct
(including integrity violations), Harassment and Sexual Harassment.

(b) Consultants have an obligation to protect ADB's name and reputation and
refrain from any actions, statements or activities, including activities within their
private life, that may impact or reflect negatively upon ADB. The private life and
activities of a Consultant are personal matters; but, there can be situations
where the actions, statements or behavior of a Consultant can impact or reflect
negatively upon ADB, especially when the Consultant is traveling on
ADB-related business (even on Consultant's personal time during such travel).
In all such circumstances (i) the Consultant acknowledges that his/her behavior,
conduct and activities within and outside the workplace or working hours may
impact the reputation and interests of ADB even if it is unrelated to an official
function; (ii) the Consultant must comply with all local laws and regulations and
not engage in any sexual behavior or activities which may reflect adversely,
embarrass or bring disrepute to ADB; and (iii) the Consultant must not engage
in any conduct or behavior or make any statement that degrades, disrespects
any person or which might constitute Bullying, Harassment, Sexual
Harassment, Misconduct, denigrating or morally reprehensible behavior.

(c) The general guidelines set out in these Standards of Conduct (Standards) are
intended to complement ADB's rules and policies, including the principles set
out in Procurement Policy and Regulations and are not intended to exhaustively
describe every conceivable form of conduct expected. Consultants are expected
to use good judgment to conform with the terms, the intent and the spirit of
these Standards.

Definitions

(a) "Bullying" is a form of Harassment consisting of repeated or persistent

aggression or other malicious behavior in any form by one or more persons
which has the effect of humiliating, belittling, offending, intimidating or
discriminating against another person. It may include persistent, unwarranted or
unconstructive criticism, personal abuse and/or ridicule, either in public or
private, which humiliates or demeans the individual targeted, gradually eroding
his or her self-confidence or intending to do so. Criticism, disapproval, negative
performance assessment and similar appraisal, appropriately conveyed, do not,
by themselves, constitute Bullying or Harassment;

______________________________
1In these Standards of Conduct, any references to "Consultant" and "Consultants" includes any of their Personnel who are required to abide by and
adhere to these Standards of Conduct.
Section 8 – Standard Form of Contract Page 17 of 34

(b) "Discrimination" is the inappropriate differentiation between individuals or

groups. Such discrimination includes differentiation based on characteristics
such as race, color, nationality, national, social or ethnic origin, religion or
similar belief, language, political or other opinion or affiliation, gender, gender
identity, sexual orientation, family or civil status, health status, size, or physical
ability;

(c) "Harassment" is any unwarranted or unwelcome behavior, verbal, psychological

or physical, that interferes with work or creates an intimidating, hostile or
offensive work environment. Harassment includes, but is not limited to, Bullying
and Sexual Harassment;

(d) "Integrity" means a firm adherence to ADB's Anticorruption Policy (1998, as

amended from time to time), the Integrity Principles and Guidelines (2015, as
amended from time to time) and to the highest ethical standards;

(e) "Misconduct" is behavior, or an act or omission, which is unacceptable or

improper, contrary to the principles or rules of ADB or illegal or unethical.
Misconduct may not necessarily be intentional and can arise from neglect,
recklessness or mismanagement. Misconduct includes, but is not limited to, (i)
the failure to observe these Standards or other rules, regulations, guidelines or
procedures; or (ii) conduct, actions or omissions, within and outside ADB, that
risk discrediting or disgracing ADB, bringing ADB into disrepute, or could
undermine the integrity of ADB's policies, processes or procedures;

(f) "Respect" refers to interacting with all others in the work environment in a
professional, positive and inclusive fashion, regardless of hierarchical role or
rank. This includes treating others with due consideration, courtesy, dignity and
open-mindedness, as well as working without prejudice or bias towards
individuals or institutions that have different characteristics, backgrounds and
viewpoints;

(g) "Retaliation" is any detrimental act, direct or indirect, recommended, threatened

or taken against anyone who has raised or is considering raising a complaint of
misconduct whether formally as whistleblower or witness or person associated
with a whistleblower or witness or otherwise, in a manner material to the
complaint because of a report of or cooperation with an ADB investigation into
any form of (alleged) Misconduct. Retaliation can include, but is not limited to,
Harassment, discriminatory treatment, assignment of work outside the
corresponding job description, withdrawal of work assignments contained in the
job description, inappropriate performance appraisals or salary adjustments, or
the withholding of an entitlement; and

(h) "Sexual Harassment" is any unwelcome sexual advance, request for sexual
favors or other verbal or physical conduct of a sexual nature which results in
physical, sexual or psychological harm or suffering to another person, or which
is made or suggested to be a condition of employment, promotion or other
personnel action or creates an intimidating, hostile or offensive environment.
Section 8 – Standard Form of Contract Page 18 of 34

Consultant's Obligations

Consultants shall:

(a) observe all applicable laws and regulations and adhere to the highest ethical
standards including the right and obligation to refuse to participate in
Misconduct of any nature whatsoever;

(b) act with Respect, honesty, propriety, fairness, professionalism, and a high
degree of Integrity and concern for ADB's interests and avoid situations and
activities which may reflect adversely on ADB, compromise its operations, or
lead to real or perceived Conflicts of Interest (as defined in sub-paragraph (vi) of
paragraph (g) below;

(c) observe inclusive and respectful behavior, and show consideration for others,
as well as Respect and tolerance for diverse cultures, beliefs and backgrounds;

(d) refrain from any form of Bullying, Discrimination, Misconduct, Harassment, or

Sexual Harassment and behave in a manner that creates an environment free
of such behavior;

(e) not engage in Retaliation or reprisal against anyone reporting Misconduct,

whether formally as a whistleblower, witness, or person associated with such
whistleblower or witness, or otherwise, or for cooperation with an ADB
investigation in relation to the complaint;

(f) refrain from committing any Integrity violation as defined in the Integrity
Principles and Guidelines (2015, as amended from time to time). An integrity
violation may consist of any of the following:

(i) Corrupt practice, which is the offering, giving, receiving, or

soliciting, directly or indirectly, anything of value to influence
improperly the actions of another party;

(ii) Fraudulent practice, which is any act of omission, including a

misrepresentation, that knowingly or recklessly misleads, or
attempts to mislead, a party to obtain a financial or other benefit
or to avoid an obligation;

(iii) Coercive practice, which is impairing or harming, or threatening

to impair or harm, directly or indirectly, any party or the property
of the party to influence improperly the actions of a party;

(iv) Collusive practice, which is an arrangement between two or more

parties designed to achieve an improper purpose, including
influencing improperly the actions of another party;

(v) Abuse, which is theft, waste, or improper use of assets related to

ADB-related activity, either committed intentionally or through
reckless disregard;

(vi) Conflict of interest, which is any situation in which a party has

Section 8 – Standard Form of Contract Page 19 of 34

interests that could improperly influence that party's performance

of official duties or responsibilities, contractual obligations, or
compliance with applicable laws and regulations; and

(vii) Obstructive practice which is (1) deliberately destroying,

falsifying, altering or concealing of evidence material to the
investigation or making false statements to investigators in order
to materially impede an ADB investigation; (2) making false
statements to investigators in order to materially impede an ADB
investigation; (3) threatening, harassing, or intimidating any party
to prevent it from disclosing its knowledge of matters relevant to
the investigation or from pursuing the investigation, or (4)
materially impeding ADB's contractual rights of audit or access to
information.

(g) avoid any situation that may create an actual, potential or perceived Conflict of
Interest, including conflicts of interests arising between their personal financial
interests or business relationships and their duty to ADB;

(h) not give or accept gifts from any sources if intended to serve the purpose of
obtaining or exchanging a favor; or influencing any other person's performance
of official duties or responsibilities;

(i) not engage in private trading activities such as, but not limited to, foreign
exchange dealings, merchandising of goods and foodstuffs, real estate and
insurance brokering, money lending, or car renting or brokering, in all cases, on
ADB premises (including misuse of ADB's e-mall or similar media for trading);
and

(j) not disclose any confidential or unpublished information that has been received
or generated by the Consultant to any person outside of ADB whom they know
or should know has not been authorized by ADB to receive such information.
Consultants have a responsibility to protect the security of any confidential and
unpublished information provided to, or generated by, ADB.
Section 8 – Standard Form of Contract Page 20 of 34

GENERAL CONDITIONS

ARTICLE I
Personnel

Section 1.01. If the Consultant needs to replace any of the personnel

named in Appendix B, the Consultant immediately provides a replacement acceptable to ADB
with comparable or better qualifications. If the person replaced is, at replacement time, in the
field, the Consultant bears the travel and other related costs arising from or incidental to the
replacement. [The remuneration rate for any replacement is the same unit rate as the firm
provided for the original candidate in its financial proposal.]1 [The remuneration rate and out-of
pocket expenses for any replacement are based on supporting documentation but do not
exceed the original candidate's. For any additional personnel the Consultant proposes and
ADB approves, the relevant remuneration rate(s) and estimated out-of-pocket expenses stay
as ADB and the Consultant negotiated.]2

Section 1.02. If ADB or the Consultant becomes aware that any of its
Personnel may have breached the Standards of Conduct, ADB may request the Consultant to
provide ADB with a detailed account of the potential breach and the enquiries that the
Consultant is conducting to determine whether a breach of the Standards of Conduct has
occurred. ADB retains the right to conduct its own enquiries into any potential breach of the
Standards of Conduct and the Consultant shall provide ADB with all necessary assistance that
ADB may request. ADB may, in its sole discretion, require the Consultant to appoint a suitable
replacement with qualifications and experience acceptable to ADB while any enquiries are
ongoing.
Section 1.03. If ADB finds any of the Personnel (a) have breached the
Standards of Conduct; (b) be incompetent; or; (c) incapable of discharging the assigned
responsibilities, ADB may require the Consultant, at the Consultant's expense, to immediately
provide a suitable replacement with qualifications and experience acceptable to ADB.

Section 1.04. The Consultant ensures that the Personnel specified by

name in Appendix B, and all other persons employed by or associated with the Consultant, do
not use business cards and/or stationery issued in ADB's name, or featuring any form of ADB's
logo. The business cards for consultants under the Contract are as indicated at
https://www.adb.org/site/business-opportunities/operational-procurement/consulting/document
s/business-cards. Consultant Personnel and all others the Consultant employs or associates
with do not act to imply they are ADB staff members.

ARTICLE II
[Personnel Schedule] [Personnel]

Section 2.01. Subject to ADB's prior approval under Section 6.08, the
Consultant may adjust the times in Appendix B, to ensure the efficient performance of the
Services provided it will not cause payments under the Contract to exceed the maximum
amount payable as in Clause 8 of the Agreement.

______________________
1For FBS, LCS and QCBS.
2 For CQS, QBS and SSS.
Section 8 – Standard Form of Contract Page 21 of 34

ARTICLE III
Service Performance

Section 3.01. The Consultant performs efficiently and gives the

Government and ADB any information related to the Services that they may request.

ARTICLE IV
Sub-Contracts

Section 4.01. The Consultant may subcontract work on the Services

that ADB approves in advance, and submits to ADB for prior approval the text of any proposed
subcontract and any amendments subsequently proposed. Even with such approval, the
Consultant, as the Agreement provides, retains full responsibility for the Services and for the
content of all Reports required.

ARTICLE V
Relationship of Parties

Section 5.01. Nothing contained here [or in the [Technical | Grant]

Assistance Agreement] may be construed as establishing or creating between ADB and the
Consultant a relationship of master and servant or principal and agent.

Section 5.02. The Consultant while performing the Services remains an

independent contractor retaining complete control over its Personnel, conforming to all
statutory requirements for its employees, and providing all employee benefits.

ARTICLE VI
Payments and Billing Mode

Section 6.01. ADB pays the Consultant for the Services, such
remuneration and out-of-pocket expenses as in Appendix C; provided total payment does not
exceed the ceiling amount in Clause 8 of the Agreement.

Section 6.02. Remuneration is determined by the time the Personnel in

Appendix B spend in performing the Services after the Effective Date (including necessary
travel time) at the rates in Appendix C for the personnel. Unless otherwise specified in
Appendix C, such rates are fixed for the Contract duration. Remuneration for less than one
month is calculated hourly for time spent in the home office under the hours per month as in
Clause 7(a)(iii) of the Agreement, and by calendar-day for time spent away from the home
office, including travel time (one day being equivalent to 1/30th of a month).

Section 6.03. Out-of-pocket expenses consist of the following types of

expenses the Consultant reasonably incurs in performing the Services and as specified in
Appendix C:

(i) a per diem allowance for Consultant personnel for every day they are
absent from the home office for the Services, at the rates in Appendix C;

(ii) cost of necessary travel, including transportation of the personnel by the

most appropriate means and the most direct practicable route;

(iii) cost of international communications such as telephone and fax use for
Section 8 – Standard Form of Contract Page 22 of 34

the Services;

(iv) cost, rental, and freight of any instruments or equipment the Consultant
requires and ADB approves for the Services;

(v) cost as ADB approves of other facilities and services as in Specific

Assurances of the Government, if the Government does not provide
them free when the Consultant reasonably requires them for the
Services;

(vi) cost of printing and dispatching of the Reports in Clause 2 of the

Agreement and in Appendix A;

(vii) other applicable allowances and any provisional or fixed sums in

Appendix C; and

(viii) cost of other items required for the Services which ADB considers
eligible for reimbursement.

Section 6.04. The types of out-of-pocket expenses in Section 6.03 may

be covered by one or more fixed sums. Reimbursable out-of-pocket expenses and
out-of-pocket expenses covered by fixed sums are specified in Appendix C.

Section 6.05. ADB payments are for the Consultant's satisfactory

progress as under Appendix C. The Consultant submits to ADB, in a format acceptable to
ADB, a monthly report stating personnel movements, inputs in the previous month compared
to those in Appendix B and expenditures on receiptable items in Appendix C. If the forecast of
progress as in Appendix B is changed substantially due to variations under Section 17.01, the
Consultant may request ADB to revise the Payment Schedule in Appendix C.

Section 6.06. Soon after completing the Services or Contract

termination, the Consultant submits to ADB the Final Statement of Eligible Costs, with
vouchers and supporting documents for reimbursable expenditures as in Appendix C. The
statement distinguishes that portion of the total eligible costs for remuneration from that portion
for reimbursable out-of-pocket expenses. The remuneration portion of the statements is
denominated in currencies as in Clause 7(a)(i) of the Agreement. The out-of-pocket expenses
portion is denominated in the currencies of original expenditure.

Section 6.07. (a) ADB makes the final payment under Appendix C only
after the Consultant submits the Final Statement of Eligible Cost and Final Report and ADB
approves them. The Consultant submits the Final Statement to ADB within 90 calendar days
of the date ADB approves the Final Report. All costs, including out-of-pocket expenses, which
have not been included in the Final Statement are not paid or reimbursed. Should any
discrepancy be found between the actual payments ADB made and the costs the Consultant is
authorized to incur under the Contract, ADB will adjust the final payment to reflect the
discrepancy.

(b) If the Consultant submits no Final Statement of Eligible Cost to ADB

within the 90-day calendar period, or on extended period ADB may agree to in writing, ADB
makes the Final Payment based on the Contract's account record as the User Unit certifies
after offsetting/deducting amounts due to ADB, such as outstanding advance payments or for
equipment, or related to contract variations. ADB then closes the Contract account after ADB
makes the Final Payment as the User Unit certifies. Any payment claims the Consultant
Section 8 – Standard Form of Contract Page 23 of 34

submits to ADB after Contract account closure is denied and the Consultant agrees that such
claims have been irrevocably waived because of its failure to submit the Final Statement of
Eligible Cost within the stipulated period or such extended period as ADB may have agreed to
in writing.

Section 6.08. Payments for remuneration or reimbursable out-of-pocket

expenses, which exceed the cost of estimates for these items as in Appendix C, may be
charged to the contingencies provided for in Appendix C only if ADB approved such
expenditures beforehand.

Section 6.09. (a) Subject to Sections 6.01 and 6.05 above, ADB pays
the Consultants the amounts claimed under Article VI within 30 calendar days after receipt of
satisfactory statements and supporting documents. ADB may add to or subtract from any
subsequent payment any amount to cover the difference between the amount paid and the
cost authorized.

(b) All ADB payments are made to the account(s) in Clause 7 of the
Agreement. Except as may be otherwise agreed, payments for remuneration are in the
currencies in Clause 7(a)(i) of the Agreement and payments for out-of-pocket expenses are in
US dollar equivalent.

Section 6.10. Payments do not constitute acceptance of the Services or

relieve the Consultant of any obligations.

Section 6.11. Whenever necessary to evaluate one currency by another

for:

(i) determining the maximum payment as in Clause 8 of the Agreement, the

conversion is made on such basis as ADB from time to time determines;
and

(ii) making payments for out-of-pocket expenses, the conversion is at a rate

ADB reasonably determines considering the currencies used at the time
and place of the original expenditure or transaction.

Section 6.12. (a) If the Consultant must pay any governmental agency
during implementation of Services, the Consultant:

(i) makes such payment only by check, pay order, or official bank
remittance addressed to the account of the agency; and

(ii) where payment to such agency account cannot be made, then pay any
employee of such agency (whether permanent, part-time, or contractual
staff), only after ADB's written endorsement, and only by check, pay
order or official bank remittance addressed to the employee's account.

(b) If a non-cash payment cannot be effected on time, the Consultant may

pay the agency or employee with cash up to $300, or an amount allowed under the laws
applicable to the government agency or employee, whichever is less, against receipt for
such payment. The Consultant must report such payment within 3 working days after the
payment and explain the circumstances requiring such payment in writing to ADB.
Section 8 – Standard Form of Contract Page 24 of 34

ARTICLE VII
Accounts and Records

Section 7.01. The Consultant keeps accurate and systematic accounts

and records of the Services in form and detail customary in its profession. They establish
accurately that the remuneration and reimbursable out-of-pocket expenses in Article VI have
been incurred. The Consultant maintains accounts and records for the period of the Services
and for a period no less than 5 years after this Contract ends.

[Section 7.02. The Consultant permits ADB-authorized representatives,

including auditors ADB selects, to inspect and audit all such documents, accounts, and records
about payments made under this Contract, and keeps copies of such documents, accounts,
and records if ADB requests up to 5 years from the end of this Contract. The audit verifies
payments under this Contract and also verifies the Consultant's representations under the
Contract. The Consultant cooperates with ADB and its authorized representatives in such
audit. Out of pocket expenditures covered by fixed sums as in Section 6.04 above are not
subject to audit under this Article. If the audit discloses that the Consultant has overcharged
ADB, the Consultant immediately reimburses ADB an amount equivalent to that overpaid, with
interest on such amount calculated at the then current interest rate for lending by ADB from its
ordinary capital resources, payable from the date of such overpayment until the date of
reimbursement. If overpayment is a result of the Consultant having been engaged in what
ADB determines as corrupt, fraudulent, collusive, or coercive practices, as defined in ADB's
Guidelines on the Use of Consultants by Asian Development Bank and Its Borrowers
(Guidelines), ADB may terminate the contract. ADB may also declare the Consultant ineligible
for award of further ADB-financed contracts.]3

[Section 7.02. The Consultant permits ADB-authorized representatives,

including auditors ADB selects, to inspect and audit all such accounts and records about
payments made under this Contract, including a breakdown of remuneration rates and
reimbursable out-of-pocket expenses, and keeps copies of such accounts and records if ADB
requests up to 5 years from the end of this Contract. The audit verifies payments under this
Contract and also verifies certain information on rates and other representations made by the
Consultant in relation to the Contract, hereunder during Contract negotiations. The Consultant
cooperates with ADB and its authorized representatives in such audit. Out of pocket
expenditures covered by fixed sums as in Section 6.04 above are not subject to audit under
this Article. If the audit discloses that the Consultant has overcharged ADB, the Consultant
immediately reimburses ADB an amount equivalent to that overpaid, with interest on such
amount calculated at the then current interest rate for lending by ADB from its ordinary
capital resources, payable from the date of such overpayment until the date of
reimbursement. If ADB determines that the overpayment is a result of the Consultant having
been engaged in corrupt, fraudulent, collusive, or coercive practices, as defined in ADB's
Guidelines on the Use of Consultants by the Asian Development Bank and Its Borrowers
(Guidelines), provided that the reference to the "borrower" in Section 1.23(a)(iii) of the
Guidelines shall be deemed to be a reference to ADB, ADB may terminate the contract. ADB
may also declare the Consultant ineligible for award of further ADB-financed contracts.]4

___________________________
3 For FBS, LCS and QCBS.
4 For CQS, QBS and SSS.
Section 8 – Standard Form of Contract Page 25 of 34

ARTICLE VIII
Indemnity and Insurance

Section 8.01. (a) Notwithstanding Section 12.02, the Consultant is

responsible for, and indemnifies ADB and the Government, for loss of or damage to equipment
and materials the Government or ADB furnished or the Consultant purchased in whole or part
with Government or ADB funds.

(b) The Consultant maintains adequate insurance against loss of or damage

to such equipment and materials. The proceeds of such insurance is payable in a currency
freely usable to replace or repair such equipment and materials.

Section 8.02 Subject to Section 12.02(e) below, the Consultant

maintains adequate professional indemnity insurance and insurance against claims by third
parties resulting from acts performed in carrying out the Services. The coverage is no less
than a multiple of one times the value of the Services.

Section 8.03. ADB is not responsible for life, accident, travel, or other
insurance coverage for the personnel or their dependents.

Section 8.04. The Consultant indemnifies ADB and the Government

from and against any and all claims, liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, proceedings, demands, costs, expenses, and disbursements of whatsoever
nature that may be imposed on, incurred by, or asserted against, ADB and the Government
during or in connection with the Services by reason of: (i) the Consultant infringing or allegedly
infringing any patent or other protected right, or (ii) the Consultant plagiarizing or allegedly
plagiarizing.

Section 8.05. The Consultant ensures that all goods and services
(including without limitation all computer hardware, software, and systems) it procures from
ADB funds or uses in carrying out the Services do not violate or infringe any industrial property
or intellectual property right or third party claim.

ARTICLE IX
Ownership of Work Product, Computer Programs, and Equipment

Section 9.01. The Consultant's reports, (including a 500-word

(maximum) knowledge summary on a CD in the front section of the final report), documents,
correspondence, draft publications, maps, drawings, notes, specifications, statistics, work
product in any form, and technical data sent to ADB as part of the Services remain ADB's sole
property. ADB may release them to the general public at its sole discretion. The Consultant
may take copies of such documents and data for its Services under terms and conditions ADB
accepts, but does not use them for purposes unrelated to the Services without ADB's prior
approval.

Section 9.02. All computer programs the Consultant develops under

this Contract remains ADB's exclusive property, yet the Consultant may use such programs for
its own use with ADB's prior written approval. If license agreements are required between the
Consultant and third parties for developing any such computer programs, the Consultant
obtains ADB's prior written approval to such agreements. ADB can recover the expenses for
developing those programs.
Section 8 – Standard Form of Contract Page 26 of 34

Section 9.03. Equipment, vehicles, and materials that ADB gives or the
Consultant purchases wholly or partly with funds ADB supplied or reimbursed remain ADB's
property. However, where the Project requires the continued use of certain equipment,
vehicles, and materials, ADB may transfer to the Government the ownership of such
equipment, vehicles, and materials. Equipment, vehicles, and materials that the Government
gives or the Consultant purchases wholly or partly with funds the Government supplied or
reimbursed (other than equipment, vehicles, and materials specified as being ADB's property)
are the Government's property.

ARTICLE X
Disposal of Data and Equipment

Section 10.01. Upon completion or termination of the Services, the

Consultant:

(i) sorts and indexes the documents and data (including related software)
mentioned in Sections 9.01 and 9.02 here and transmits them to ADB;
and

(ii) gives the Government and ADB inventories of the equipment and
materials mentioned in Section 9.03 here as it then remains, and
disposes of them as the Government and ADB direct.

ARTICLE XI
Coordination

[Section 11.01. The Consultant always cooperates with the Government

and ADB, for the Project.]5

[Section 11.01. The Consultant always cooperates with the Government

and ADB, for the Project.

Section 11.02. (a) The Consultant shall at all times ensure that its staff,
agents, and representatives employed by the Consultant for this consultancy comply with ADB'
s Minimum Operating Security Standards (hereinafter "ADB MOSS") in effect in all the
countries the consultant will be required to work in under the contract for this consultancy.
ADB shall assist the Consultant in obtaining information on the ADB MOSS.

(b) The Consultant shall at all times ensure that Consultant's staff, agents,
and representatives affected by this Contract, are informed and provided regular updates of
the relevant ADB MOSS to be adhered to by them when working in all the countries the
consultant will be required to work in under the contract for this consultancy.]6

___________________________________________________________
5 For all TAs except in AFG and INO (Banda Aceh).
6 For use in AFG and INO (Banda Aceh).
Section 8 – Standard Form of Contract Page 27 of 34

ARTICLE XII
Exemptions and Facilities

Section 12.01. The maximum amount payable under the agreement has
been fixed on the understanding that the Government provides the Consultant the exemptions,
assistance, services, facilities, documents, and information listed in Section 12.02 below and in
Specific Assurances of the Government. If the Government is unable or fails to meet its
obligations, the parties decide any additional allowance for the Consultant.

Section 12.02. ADB obtained the Government's confirmation that:

(a) The Consultant and the personnel have the status of experts performing
missions for ADB and that they shall be entitled to the privileges, exemptions, and immunities
for such experts by the provisions of the Agreement Establishing the Asian Development Bank;
and that without limiting the generality of those provisions, the Government confirms that:

(i) except where ADB otherwise agrees, the Consultant and the personnel
are immune from legal process for all acts they perform as Consultants for the
Project;

(ii) the personnel and their families (if not citizens or nationals of the
recipient country) are exempt from immigration restrictions, alien registration
requirements, and national service obligations of the recipient country;

(iii) the Consultant and the personnel (if not citizens or nationals of the
recipient country) may bring into the recipient country reasonable amounts of
foreign currency for the Project and may withdraw from the recipient country
similar amounts of foreign currency and any amounts the Consultant and
personnel earn under the Project; and

(iv) the personnel and their families (if not citizens or nationals of the
recipient country) may bring into the recipient country reasonable amounts of
foreign currency for their personal use and may withdraw similar amounts of
foreign currency from the recipient country;

(b) The Government:

(i) promptly gives the Consultant and the personnel and their families any
entry and exit visas, residence permits, foreign exchange permits, and travel
documents for their stay in the recipient country;

(ii) promptly gives the Consultant and the personnel work permits and other
documents for them to perform their work on the Project; and

(iii) promptly clears through customs any equipment, materials, or supplies

for the Project, and any personal effects and household goods of the personnel
and their families.

(c) The Government exempts the Consultant and the personnel from, or
bears the cost of, any taxes, duties, fees, or other impositions levied under the laws and
regulations in the territories of the recipient country or of any political subdivision or agency
including:
Section 8 – Standard Form of Contract Page 28 of 34

(i) any payments to the Consultant or the personnel for carrying out the
Project (except where the recipient country has reserved the right to tax its
nationals under Article 56.2 of the Agreement Establishing the Asian
Development Bank);

(ii) any equipment, materials, and supplies brought into the territories of the
recipient country which are to become Government property;

(iii) any equipment, materials, and supplies brought into the territories of the
recipient country (except by Consultants or personnel who are citizens or
nationals of the recipient country) for carrying out the Project and which will be
consumed or subsequently withdrawn from the territories; and

(iv) any personal effects of the personnel and their families (if not citizens or
nationals of the recipient country) which, having been brought into the territories
of the recipient country will be consumed there or subsequently withdrawn.

(d) The Government allows any items in sub-paragraphs (iii) and (iv) of
paragraph (c) of this Section, which are not withdrawn from the recipient country upon
completion of the Project, to be disposed of locally under any Government regulations, or
subject to terms as the Government and the Consultant agree; provided that any such items
ADB finances under this Agreement may be transferred to the Government on terms
satisfactory to the Government and ADB.

(e) The Government deals with any claims arising out of, or resulting from,
the Project, which third parties may bring against ADB, the Consultant, or the personnel. The
Government indemnifies ADB, the Consultant, and the personnel against any costs, claims,
damages, or liabilities arising out of, or resulting from, any acts or omissions under the Project
which third parties may bring against ADB, the Consultant, or the personnel. The Government
indemnifies ADB, the Consultant, and the personnel against any costs, claims, damages, or
liabilities arising out of, or resulting from, any acts or omissions under Project, except where
the Government and ADB agree that such acts or omissions amount to the Consultant's or
personnel's gross negligence or willful misconduct.

(f) The Government provides an adequate number of full-time suitable local

counterparts to assist the personnel with the Services.

(g) The Government provides the Consultant and the personnel free of
charge the services, facilities, equipment, documents, and information as in Specific
Assurances of the Government.

ARTICLE XIII
Impossibility of Performance

Section 13.01. The Consultant promptly notifies ADB in writing of any

situation or any event beyond the Consultant's control, including that of force majeure, which
makes it impossible or impracticable for the Consultant to perform. Upon ADB's confirmation
in writing of the situation or event or upon ADB's failure to respond to such notice within 30
calendar days, the Consultant is relieved from all liability for failing to carry out its obligations.
If the parties disagree over the existence of such situation or event, the matter goes to
arbitration as in Article XVI here.
Section 8 – Standard Form of Contract Page 29 of 34

Section 13.02. The term "force majeure" means events beyond either
party's control, which prevents the affected party from performing and fulfilling its obligations
under the Contract. They could not have been reasonably foreseen, or although foreseen
were inevitable, such as acts of war, whether or not war be declared, public disorders,
insurrection, riots, sabotage, explosions, violent demonstrations, blockades, and other civil
disturbances, epidemics, nuclear contamination, landslides, earthquakes, typhoons, volcanic
eruption floods, washouts, and other natural calamities and acts of God, strikes, lock-outs, or
other industrial action, or equivalent disruption or disturbances, boycotts and embargo or the
effects, and any other similar events.

ARTICLE XIV
Suspension

Section 14.01. (a) ADB may, by notice to the Consultant, suspend, in

whole or in part, the Services or the disbursement of funds if ADB determines (i) the
Consultant failed to carry out any of its obligations under this Contract; (ii) any other condition
has arisen which, in ADB's reasonable opinion interferes, or threatens to interfere, with
successfully carrying out the Services or accomplishing the purposes of the Contract; or (iii) a
force majeure has occurred.

(b) For a major delay in implementing the Services, ADB may suspend the
payments as in Appendix C. The Consultant prepares a modified budget and payment
schedule which takes effect after ADB's approval, and payment resumes under the modified
schedule.

ARTICLE XV
Termination

Section 15.01. ADB may terminate this Contract by notice to the

Consultant:

(i) if either of the conditions in Section 14.01(a) have continued for 14

calendar days after ADB notifies the Consultant of payment suspension
under the Contract; or

(ii) if the Consultant fails to comply with an ADB request under Section 1.02;
or

(iii) if the Consultant or its Personnel fail to comply with Section 20.01 or the
Standards of Conduct; or

(iv) if ADB identifies significant integrity or reputational risks through any due
diligence review process; or

(v) if the Consultant otherwise is in default of any Contract term, or fails to

provide correct information about its representations under the Contract;
or

(vi) if the Project Agreement has been terminated; or

(vii) if ADB determines that the Consultant has engaged in corrupt,

fraudulent, collusive, or coercive practices, as the Guidelines define or if
Section 8 – Standard Form of Contract Page 30 of 34

there is a conflict of interest; or

(viii) at any time at ADB's option, upon not less than 30 calendar days' notice
of its intention to terminate.

ADB may, in its sole discretion, declare a Consultant or its Personnel whose services are
terminated by ADB under sub-section (iii) or (iv) above as ineligible to be engaged in the future
as a consultant (including whether the individual is hired as an Individual or through a Firm), as
a staff member of ADB, or subcontractor on any ADB-financed or administered assignments.

Section 15.02. The Consultant may, by notice to ADB, terminate this

Contract:
(i) if payments under Clause 7 of the Agreement are not received within 30
calendar days after the due dates, and such default has not been
remedied within 15 calendar days after the Consultant notified ADB; or

(ii) if any situation or event in Section 13.01 continues for a period of 30

calendar days after the Consultant was relieved of its obligations under
the provisions of that Section.

Section 15.03. (a) Upon receiving any notice as in Section 15.01, or

upon giving of any notice under Section 15.02, the Consultant effects prompt orderly closure of
the Services to conserve expenditures.

(b) Unless the Consultant's default caused such termination, the Consultant
is entitled to reimbursement in full for the costs as in Section 6.05 as were incurred up to the
date of such termination and for costs incident to the orderly liquidation of the Services
(including the personnel's return travel).

(c) The Consultant submits all claims under Section 15.03 (b) supported by
documentation to ADB in satisfactory form and content.

ARTICLE XVI
Governing Law and Dispute Resolution

Section 16.01. This Contract and any non-contractual obligations arising

out of or in connection with it are governed by English law.

Section 16.02 For the purpose of this Article XVI, "Dispute" means any
dispute, claim, difference or controversy arising out of or in connection with this Contract,
including any dispute as to its existence, validity, interpretation, performance, breach or
termination and any dispute relating to any non-contractual obligations arising out of or in
connection with it.

Section 16.03 If a Dispute arises, either party may provide a notice to

the other party in accordance with Clause 12 of the Agreement. The notice shall include a
detailed description of the Dispute. The parties shall first attempt to resolve the Dispute
amicably by negotiation. If the Dispute is not resolved amicably by negotiation within 30
calendar days from the date on which the notice was given (or any longer period as the parties
may agree in writing), such Dispute shall be finally resolved in accordance with Section 16.04.

Section 16.04. Subject to Section 16.03, any Dispute shall be referred to

and finally resolved by arbitration administered by the Singapore International Arbitration
Section 8 – Standard Form of Contract Page 31 of 34

Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International
Arbitration Centre ("SIAC Rules") which are in effect on the date of this Contract and which
rules are deemed to be incorporated by reference into this Section 16.04. The parties agree
that:

(a) The arbitration shall be conducted by one arbitrator appointed in

accordance with the SIAC Rules;

(b) The seat and venue of arbitration shall be Singapore;

(c) The language of the arbitral proceedings shall be English;

(d) The fees and expenses of the arbitrator and all other expenses of the
arbitration shall be initially borne and paid equally by the parties, subject
to determination by the arbitrator. The arbitrator may provide in the
arbitral award for the reimbursement to the successful party of its costs
and expenses in bringing or defending the arbitration claim, including
legal fees and expenses, incurred by such party; and

(e) Any arbitral award made pursuant to this Section 16.04 shall be final and
binding on the parties.

Section 16.05. The parties shall continue to comply with, observe and
perform all their obligations under this Contract irrespective of the nature of the Dispute and
notwithstanding the referral of the Dispute for negotiation under Section 16.03 or arbitration
under Section 16.04.

Section 16.06. To the fullest extent permitted under any applicable law,
the parties irrevocably exclude and agree not to exercise any right to refer points of law or to
appeal to any court or other judicial authority. The arbitral tribunal shall not be authorized to
take or provide, and the Consultant agrees that it shall not seek from any judicial authority, any
interim measures of protection or pre award relief against ADB, its property or assets.

Section 16.07. Nothing in this Contract shall constitute or be construed

as an express or implied waiver, renunciation, exclusion or limitation of any of the immunities,
privileges or exemptions of ADB under the Agreement Establishing the Asian Development
Bank, any other international convention or any applicable law.

Section 16.08. A person who is not a party to this Contract has no right
under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any
term of this Contract.

ARTICLE XVII
Variations

Section 17.01. The parties may agree to vary the Contract. Such
variations are in writing signed by the Consultant's authorized representative and the Director
General of Procurement, Portfolio and Financial Management Department for ADB.

ARTICLE XVIII
Conflict of Interest
Section 8 – Standard Form of Contract Page 32 of 34

Section 18.01. Except as ADB otherwise specifically agrees in writing:

(a) Neither the Consultant, the personnel, or any Consultant subsidiary or

affiliate engage in any activities, other than as consultant, on any future project which may
emerge from the Services;

(b) The Consultant notifies ADB of any assignments or commitments that

the Consultant has or proposes to undertake for another party concurrently with this Contract
and obtains ADB's prior written approval to undertake or complete the same. Without this
approval the Consultant terminates any such assignment(s) or commitment(s) for another
party.

(c) No Consultant personnel as in Appendix B engage, directly or indirectly,

in any business or professional activities which would conflict with the Services.

ARTICLE XIX
Confidential Information

Section 19.01. Except with ADB's prior written consent, the Consultant
and the personnel do not at any time communicate to any person or entity any confidential
information acquired during the Services, nor does the Consultant and the personnel make
public the recommendations formulated during, or after the Services. For this section, "
confidential information" means any information or knowledge the Consultant and/or its
personnel acquire from performing the Services under this Contract that is not otherwise
available to the public.

ARTICLE XX
Ethics, Behavior and Integrity

Section 20.01. The Consultant and its Personnel shall, at all times,
observe and comply with the Standards of Conduct in Appendix [D/E].

Section 20.02. The Consultant and its Personnel warrant that no fees,
gratuities, rebates, gifts, commissions or other payments, other than those shown in this
Contract have been given or received in connection with the selection process or in the
Contract's execution.
ARTICLE XXI
Lump Sum Contracts

Section 21.01. The following provisions apply to Lump Sum contracts,

notwithstanding the terms of Sections 1.01, 6.01 to 6.09, 15.03 (b) and 17.01.

Section 21.02. Personnel. The Consultant provides any replacement

ADB approves at no additional cost.

Section 21.03. Appendix B. Should the progress of the Services at any

time in ADB's opinion be too slow to ensure that they are completed as in Appendix B, ADB
notifies the Consultant in writing and the Consultant, at its sole cost and expense, acts (subject
to ADB's approval) or as ADB reasonably requires, to expedite progress to ensure that the
Services are completed as in Appendix B.
Section 8 – Standard Form of Contract Page 33 of 34

Section 21.04. Payments. (a) ADB's payments are strictly subject to

the Consultant's satisfactory progress as in Appendix B. The Consultant submits to ADB, in a
format acceptable to ADB, a monthly report stating personnel movements and inputs in
previous month(s) compared to those in Appendix B. If the forecast of progress as anticipated
in Appendix B is substantially changed due to variations under Article XVII, the Consultant may
request ADB to revise the Payment Schedule in Appendix C to reflect such change.

(b) ADB makes the Final Payment as in the Payment Schedule in Appendix
C after it approves the Final Deliverables the Consultant submitted.

(c) ADB closes the Contract account after ADB makes its Final Payment to
the Consultant. Any payment claims the Consultant submits to ADB after Contract account
closure is denied and the Consultant agrees that such claims have been irrevocably waived.

Section 21.05. Termination. Upon the receipt or giving of any notice

referred to in Section 15.03 (a), if the Consultant is not in default under the Contract and has
partly or substantially performed its obligation under the Contract up to the date of termination
and has taken immediate steps to bring the Services to a close in prompt and orderly manner,
to reflect the reduction in the Services, provided that in no event shall the Consultant receive
less than his actual costs up to the effective date of the termination, plus a reasonable
allowance for overhead and profit.

Section 21.06. Variations. ADB may notify the Consultant to alter,

amend, omit, add to, or otherwise vary the Services. Then the Consultant submits to ADB an
estimate for the proposed change in the Services within 14 calendar days of receipt of a notice
of variation, and the said estimate comprises the following:

(i) an estimate of any impact of the variation on the current Appendix B;

(ii) a detailed schedule for executing the variation showing the resources to
be employed and any significant milestones;

(iii) a detailed costing covering the total amount of the variations; and

(iv) a proposed revision of the schedule of payments under Appendix C.

ARTICLE XXII
Visa Requirements and Related Issues

Section 22.01. The Consultant obtains the visa and such other approvals
from governmental authorities under applicable regulations of the recipient country to permit
the Consultant and its personnel to carry out the Services. If applicable, it obtains visa and
other required approvals from the governmental authorities for any dependents of Consultant
personnel physically present in the recipient country during the engagement.

ARTICLE XXIII
Severability and Surviving Termination

Section 23.01. If any term, condition, or provision of this Contract is held

invalid, void, or unenforceable, the remainder of the Contract is not affected, impaired, or
invalidated.
Section 8 – Standard Form of Contract Page 34 of 34

SAMPLE OF THE NOTICE TO PROCEED

Dear [Name of Firm Representative]:

Subject: CMS: Notice to Proceed – [Project Type]-[Project Number] ([Country Mnemonic]) [Title]
Contract Number: [Contract Number]

This serves as a Notice to Proceed for the Services as defined in the contract.

Please commence consulting services on [Commencement Date] for completion on [Completion

Date] and report to the following:

[Name of Contact]
[Designation]
[Division or Unit if it exists]

[Address of Contact]
Tel. No.: [Telephone Number]
Fax. No.: [Contact Fax Number]
E-mail: [Contact E-mail Address]

[Dates mentioned in this Notice to Proceed take precedence over the commencement date
and/or completion date indicated in the contract.]1

[Please submit claim and advance requests through the TA Claims Partner (TACP). Refer to the
document Accessing the TA Claims Partner for guidance.]2

[Contract-related transactions (submission of deliverables, request for advances, submission of

claims, and contract variation requests) are to be conducted through the Consultant
Management System (CMS).

To view the contract information, please log into CMS at http://cms.adb.org, using your
username and password and go to the Contracts section.

Reference material may be found in http://consultanttutor.adb.org.]3

Sincerely,

[Name of Selection Team Leader]

[Designation]
Designated by Director
[Processing Division]

______________________________
1 Show this if the commencement or completion date changed from the contract
2 Show this if project type is TA
3 Show this if project type is SC