The Agreements are based on original drafts supplied to FIDIC's Client Consultant Relationships Committee (CCRQ by Mr. David J. Lowes of Ove Arup & Partners in September, 1988. The CCRC, under the chairmanship of Mario Asin, has had the responsibility for revising the original drafts into the final published forms.

Mr. Paul Taylor of Berrymans and Mr. Mark Griffiths of Griffiths & Armour submitted commentaries on the Agreements and the availability of these commentaries helped FIDIC to decide to embark on the preparation of this Guide.

All members of the CCRC contributed to the Guide and these members areMr. Mario Asin, Chairman during the time when most of the work of preparing the Guide was undertaken; Ms. Fatma Cölasan; Mr. Hans Ammendrup; Mr. Pablo Bueno; Mr. Jean-Bernard Loubriat, and Mr. Peter Batty, Chairman at the time the Guide was completed. The Executive Committee Mernbers with prime responsibility for the work of the CCRC during preparation of the Guide were firstly Mr. Ron Triffo and latterly Mr. Bill Lewis.

During preparation of the Guide Messrs. Taylor and Griffiths continued to provide advice and substantial comments, and Mr Steven Francis of Berrymans provided coordination and effected the incorporation of such comments.

lt is noted that this Guide supersedes FIDIC's 1977 publication, entitled "Guidelines for Ad Hoc Collaboration Agreements between Consulting Firms".

This introduction describes briefly the background to the Joint Venture (Consortium) and Sub-Consultancy Agreements and the general approach used in drafting the Agreements.

1.1 Background

Modern engineering projects are often very complex and must be conducted with full awareness of the total social and physical environment. They frequently require degrees of technical sophistication and ranges of skills which can best be provided by Consultants sharing their respective technical resources, geographical presence and local knowledge as an interdisciplinary team, comprising either a Joint Venture (Consortium) or a prirne or principal Consultant with a number of Sub-Consultants. Such organisations may also ben considered as suitable vehicles for transfer of skills and knowledge, when this is an important part of the project.

Any Joint Venture or Sub-Consultancy needs a formal Agreement stating what each Firm will contribute to the relationship, what each is intended to receive from the relationship and how they will deal with any problems that arise either within the Joint Venture or between the Consultant and its Sub-Consultants or in any project being handled by the team.

In order not to jeopardize the harrnonious completion of the Project any Agreement must achieve:

i. Consistency with the Services Agreement or Main Agreement entered into with the Client.
ii. Proper division of the tasks each participant is to undertage.
iii. A clear and non-formalistic framework for resolving disputes.
iv. In the case of a Joint Venture apportionment between Members of any remuneration from, and/or profits and losses of the Joint Venture, and of any liabilities incurred by the Joint Venture.

During the last few years FIDIC and other organizations have sponsored seminars or scheduled workshops aimed at increasing the participation of local, indigenous consulting firms in intemationally funded projects, particularly those which are implemented in or are to benefit the country of the local firm.

In many countries such firms compete, without any outside assistance, against international consulting firms. In other countries, where local consulting engineering finns have only a short history, such firrns can only participate in intemationally funded work in conjunction with international firms. Often the international firm and the local firm will find it most advantageous to associate on an ad hoc basis, that is for the sole and specific purpose of competing for and undertaking a certain project. However, a problem may occur if the local client is determined to use the project to develop his own in-house engineering capacity.

In 1977, FIDIC had published "Guidelines for Ad Hoc Collaboration Agreements between Consulting Firms", but the renewed interest in ad hoc collaboration, coupled with the fact that in 1989 FIDIC published its "Client/Consultant Model Services Agreement" (The White Book), prompted a decision to publish model forms, compatible with the White Book, for Sub-Consultancy and Joint Venture (Consortium) Agreements.

Such forms of Agreement were published by FIDIC in 1992, and these forms are
included in the Appendices to this Guide.

1.2 General approach used in drafting the Joint Venture (Consortium) and Sub-Consultancy Agreements

The general approach used in drafting these two Agreements was to start with tried and tested forms used over a period of time by an international firm for making ad hoc associations with other firms, including local indigenous firms in the countries of the projects.

Modifications were made to the starting drafts, principally with the aim of:

making the Agreements compatible with and suitable for use when FIDIC's White Book will be used for the Agreement between the Consultant and the Client;

in recognition that the drafts were prepared by an international firm which expected to take the lead or prime position, making the agreements more even handed, and, in the case of the Sub-Consultancy Agreement, recognizing that in many cases the local firm will be the Consultant and the international firm the Sub-Consultant; and

attempting to simplify the documents and excise any legal jargon applicable only to particular jurisdictions.

2. GENERAL DISCUSSION ON FORM OF COOPERATION AGREEMENTS

3. LIABILITY AND INSURANCE RELATED TO THE COOPERATION AGREEMENTS
3.1 Insurance of Liability in Joint Venture Agreements
3.1.1 General
3.1.2 The Alternative Liability and Insurance Clauses
3.1.3 Project Insurance in a Joint Venture Agreement
3.1.4 Sharing the cost of insurance
3.1.5 Imposed Insurers
3.2 Insurance of a Sub-Consultant

4. GUIDE TO COMPLETION OF THE JOINT VENTURE AGREEMENT
4.1 Applicable Circumstances
4.2 Basic Requirements for Completion of the Joint Venture Agreement
4.3 Structure of the Joint Venture Agreement
4.4 Commentary and Additional or Alternative Wordings to the Standard Form
4.5 Alterations to the Standard Form for a Continuing Joint Venture Agreement

5. GUIDE TO THE COMPLETION OF THE SUB-CONSULTANCY AGREEMENT
5.1 Applicable Circumstances
5.2 Structure of the Sub-Consultancy Agreement
5.3 Suggested Wordong for Completing the Schedules

6. PRE-CONTRACT AGREEMENTS

Annexe 1 Liability and insurance clause for a "Continuint Joint Venture agreement"

Annexe 2 Sample Pre-Contract Agreement

Appendix A Sub-Consultancy Agreement

Appendix B Joint Venture (Consortium) Agreement