FIDIC: JOINT VENTURE (CONSORTIUM) AGREEMENT
FIDIC工程聯(lián)合體協(xié)議  （1992年第一版）
 
                  本文第3至11條和第14至21條由張云軍翻譯
 
目 錄
FOREWORD前言
1.0    DEFINITIONS AND INTERPRETATION   定義和解釋
2.0   JOINT VENTURE聯(lián)合體
3.0   PROPOSAL SUBMISSION建議提交
4.0   PERFORMANCE OF THE WORK 完成工作
5.0   LANGUAGE AND LAW語言與法律
6.0   EXCLUSIVITY 例外
7.0   EXECUTIVE AUTHORITY 管理人員的授權(quán)
8.0   DOCUMENTS文件
9.0   PERSONNEL 人員
10.0 ASSIGNMENT AND THIRD PARTIES  轉(zhuǎn)讓和第三方
11.0 SEVERABILITY 可分割性
12.0 MEMBER IN DEFAULT成員違約
13.0 DURATION OF THE AGREEMENT
14.0 LIABILITY債務(wù)
15.0 INSURANCE保險
16.0 PROMOTIONAL AND PROJECT COSTS, PROFITS, LOSSES AND REMUNERATION
獎勵和工程費用，利潤，虧損和報酬
17.0 FINANCIAL ADMINISTRATION 財務(wù)管理
18.0 GUARANTEES AND BONDS 保證金
19.0 ARBITRATION 仲裁
20.0 NOTICES 通知
21.0 SOLE AGREEMENT AND VARIATION 協(xié)議的唯一性與變更
 
 
 
FOREWORD前言
 
The Joint Venture Model Agreement was prepared essentially to be used for the association between two or more Consultants, when:
準(zhǔn)備聯(lián)合協(xié)議樣式對于兩個或更多的咨詢聯(lián)合體是非常必要的，當(dāng)：
 
--the association if for marking and/ or performing the Services required for a specific project, rather that for a more permanent type of arrangement; and
如果為某一特殊工程制造和/或提供要求的服務(wù)，需要一個永久性的安排；和
 
--one party will be an international firm and one may well be a local firm in the country of the Project.
一個成員是國際性公司而另一個成員是工程所在國的地方公司。
 
It is recommended, but not essential to the wording of the Joint Venture (Consortium) Model Agreement, that FIDIC’s new Client/Consultant Model Services Agreement (the white book) will be the basis of the Agreement for Professional Services with the Client.
聯(lián)合協(xié)議樣式的措詞是推薦性的，而不是必不可少的，F(xiàn)IDIC新的業(yè)主/咨詢模式服務(wù)協(xié)議(白皮書)是以與業(yè)主有關(guān)的專業(yè)服務(wù)協(xié)定為基礎(chǔ)的。
 
Notwithstanding the above, it is expected that the Joint Venture (Consortium) Model Agreement may operate successfully, either as is or modified slightly, when one or more of the above conditions do not apply.
盡管上面提到的，期望聯(lián)合模式協(xié)議不是照原樣就是輕微地修改后可以成功操作，當(dāng)上面的條件一個或更多不適用時。
 
One purpose of a Model Agreement such as this is to stimulate the awareness of the members as to what should be in the Agreement to mitigate the risks and avoid disputes. The subject of insuring the Professional Liability of a Joint Venture (Consortium) or of the Members to it is obviously particularly problematical. Accordingly, in many cases, the more easily defined liabilities and direct control afforded be a Sub-consultancy Agreement will be less risky and, therefore, preferable.
象這樣的模式聯(lián)合協(xié)議的一個目的就是增強成員關(guān)于通過協(xié)議減輕風(fēng)險和避免糾紛的意識。確保聯(lián)合體或成員的專業(yè)義務(wù)的主題是明顯地特別地有問題的。因此，在許多情況下，更容易定義義務(wù)和作為子咨詢服務(wù)協(xié)議直接控制將是更少的風(fēng)險和，因此，更可取的。
 
Certain issues deserve detailed attention at the proposal stage, to avoid the very real possibility of winning the project only to find that one Member cannot meet its share of contractual obligations; in particular, the matter of insurances and guarantees warrants early attention.
某些論點值得在建議階段注意，避免太實際的可能性，僅靠發(fā)現(xiàn)另一個成員不能應(yīng)對分享的合同義務(wù)；特別地，注意保險和擔(dān)保特約條款。
 
In countries where it is in appropriate to use the title Joint Venture for an ad hoc association but where Consortium is a accept title, the wording in the Model Agreement should be changed accordingly.
對于特別的聯(lián)合在有的國家適合用名稱Joint Venture，但在另外的地方，Consortium是一個接受的標(biāo)題，模式協(xié)議里的措詞應(yīng)該相應(yīng)地改變。
 
Two provisions of the Model Agreement are intended to operate whether the Joint Venture (Consortium) is between two or more firms but, to facilitate drafting, the Model Agreement is worded as if there will be only two. The wording must be adjusted if more than two firms will participate.
模式協(xié)議的兩個規(guī)定被打算操作，不論聯(lián)合體是在兩個或更多公司之間，使起草工作更容易，模式協(xié)議措詞好像只有兩個成員。如果更多公司參與，措詞應(yīng)該進(jìn)行調(diào)整。
 
One objective of this Model Agreement is the promotion of the Team Approach, according to FIDIC’s goal of optimizing transfer of technology by exposing local consultants to all facets of the Project, including project management and coordination. For this reason this Model Agreement concentrates on fulfillment of obligations rather than assignment of different parts of the Services to the Menbers.
模式協(xié)議的一個目標(biāo)是促進(jìn)團(tuán)隊接近，按照通過在工程平面上披露局部咨詢優(yōu)化技術(shù)轉(zhuǎn)讓的FIDIC目標(biāo)，包括工程管理和協(xié)調(diào)。因為餓這個原因，這個模式協(xié)議集中履行義務(wù)，而不是對成員分配服務(wù)的不同部分。
 
However, such approach is not mandatory for the Agreement to operate, and it is possible to specify the services to be performed and/or products that must be delivered by each Member, when the requirements are sufficiently defined.
然而，這樣的接近對于協(xié)議的操作不是強制的，規(guī)定被履行的服務(wù)和/或必須被每個成員交付的產(chǎn)品是可能的，這時要求被充分地定義。
 
To be operative, the Joint Venture (Consortium) Agreement will require the completion of several schedules. Those provided at the end of the document are, for most projects, the minimum. They should be completed as follows:
為了實施，聯(lián)合協(xié)議需要完成幾個表。這些提供在文件的最后，對于許多工程，是最小的。它們應(yīng)按如下被完成：
 
SCHEDULE 1- Schedule 1 is self-explanatory. 表1—表1是顯然的。
 
SCHEDULE 2- Section 6 in part 2 of PART ONE: AGREEMENT
表2—第一部分的第2部分第6節(jié)：協(xié)議
 
 
AGREEMENT協(xié)議
 
This Agreement is made the _____ day of _____ ,  (year) Between (name and address of first member)   (hereinafter called “_____  ”) And (name and address of second Member)   (hereinafter called “_____  ”)
這個協(xié)議在______(日期)在______（第一個成員的名稱和地址）（在下文中稱“______”）和______（第二個成員的名稱和地址）（在下文中稱“______”）之間制訂。
 
Whereas (name of the Client, and a statement of its intention to proceed with a project, to invite proposals, and to appoint a Consultant to provide professional services for it, or similar particulars)       ;
And whereas (names of the Members)        (hereinafter called “the Members”) have agreed to from a joint venture to provide the said professional engineering services,
Now it is hereby agreed as follows:
鑒于（業(yè)主的名稱，一個陳述，意思是繼續(xù)進(jìn)行工程，邀請投標(biāo)，委派顧問提供專業(yè)服務(wù)，或類似的細(xì)節(jié)）   
鑒于（成員的名稱）（在下文中稱“成員”）同意形成聯(lián)合體提供專業(yè)工程服務(wù)，
因此，意見一致如下：
 
2.0    DEFINITIONS AND INTERPRETATION   定義和解釋
 
1.1   DEFINITIONS定義
The following words and expressions shall have the meanings assigned to them, except where the context otherwise requires:
下面的詞語和表述有一個含義委派給它們，除非在文章某處有另外的要求：
 
1.1.1       “Client” means the person, firm, company or body named in Schedule 1 and none other, except its legal successors and permitted assigns;
“業(yè)主”指在表1中指定的人，公司，或團(tuán)體和一個也沒有，除非它的合法繼承人和被允許的授讓人。
   
1.1.2       “Project” means the undertaking or proposed or actual works named in Schedule 1 in connection with which the Client intends or has commenced to proceed and requires professional services;
“工程”指承擔(dān)的或被提議的或?qū)嶋H的在表1中指定的工作，與業(yè)主意圖著手進(jìn)行或要求專業(yè)服務(wù)的工作有關(guān)。
 
1.1.3       “Works” means the permanent works to be constructed, including the goods and equipment to be supplied to the Client, for the achievement of the project;
“工作”指被創(chuàng)立的永久工作，包括為完成工程，給業(yè)主提供貨物和設(shè)備。
 
1.1.4       “Joint Venture (JV)” means the invitation of the Client to a Member or Members in accordance with this Agreement;
“Joint Venture (JV)”指與這個協(xié)議一致的業(yè)主邀請的一個成員或多個成員。
 
1.1.5       “Invitation” means the invitation of the Client to a Member or Members to submit a proposal for the provision of professional engineering services for the project;
“邀請”指業(yè)主邀請一個或多個成員提交一個為工程提供專業(yè)工程服務(wù)的建議。
 
1.1.6       “Proposal” means the proposal to be prepared and submitted by the JV in response to the Invitation;
“建議”指聯(lián)合體響應(yīng)邀請準(zhǔn)備和提交的建議。
 
1.1.7       The Joint Venture Agreement, hereafter referred to as “this Agreement”, comprises the document and entitled Conditions and Terms together with Schedule 1 to 4 attached there to and such other documents as may be specified in Schedule 1 to form part of this Agreement;
聯(lián)合協(xié)議，以下成為“這個協(xié)議”，保含文件和資格條件和與附件表1至表4一起的條件和被定義在表1形成這個協(xié)議一部分的其他文件
 
1.1.8       “Services Agreement” means the agreement between the Client and the JV for the provision of professional services for the Project;
服務(wù)協(xié)議”指為工程提供專業(yè)服務(wù)，在業(yè)主和聯(lián)合體之間的協(xié)議。
 
1.1.9       “Services” means all the services to be performed by the JV in accordance with the proposal or the Services Agreement, as the case may be;
“服務(wù)”指與建議或服務(wù)協(xié)議一致的由聯(lián)合體履行的所有服務(wù)。
 
1.1.10     “Country” means the country named in Schedule 1 where the Project is located;
“國家”指定義在表1中的國家，工程所在國。
 
1.1.11     “Members” means the individuals or firms which have agreed to JV in connection with the Project;
“成員”指個人或公司，它們承認(rèn)與工程有關(guān)的聯(lián)合體。
 
1.1.12     “Leading Member” means the member which will take the lead in the management of the JV’s affairs and which will provide the JV’s Representative for liaison with the Client and, unless otherwise agreed by Members, the Services Manager for direction of the conduct of the Services;
“領(lǐng)導(dǎo)成員”指這樣的成員，他在JV事務(wù)的管理中為首，并提供JV代表與業(yè)主聯(lián)絡(luò)和服務(wù)經(jīng)理指導(dǎo)服務(wù)行為，除非另有協(xié)議。
 
1.1.13     Except where otherwise specified, “day” means the period between any one midnight and the next, and “month” means a period of one month according to the Gregorian calendar commencing with any day in the month; and
除非另有定義，“天”指任何一個午夜與下一個午夜之間的時期，“月“指陽歷月
 
1.1.14     “Document” means written, drawn, typed, printed, magnetized or photographic material which is capable of being copied.
“文件“指能夠復(fù)制的寫的、畫的、打字的、打印的、磁化的或攝影材料。
 
1.2   INTERPRETATION解釋
1.2.1       Words importing the singular also include the plural and the masculine includes the feminine and vice-versa where the context requires.
Words含有單數(shù)也含有復(fù)數(shù)的意思，masculine包括feminine，根據(jù)上下文要求反之亦然。
 
1.2.2       The heading in this Agreement shall not be taken into consideration in its interpretation.
協(xié)議標(biāo)題不應(yīng)被考慮到它的解釋。
 
1.2.3       Unless otherwise stated, all references to clauses are references to clauses numbered in the Conditions and Terms of this Agreement and not to those in any other document attached or incorporated by them.
除非另作說明，所有相關(guān)條款都是在這個協(xié)議條件編號的相關(guān)條款，而不是附著或合并在任何其他文件中的。
 
2.0   JOINT VENTURE聯(lián)合體
The Members hereby establish a joint venture being an unincorporated association under the name of (name of JV) or such other name as the Members shall unanimously agree from time to time (hereinafter called the “Joint Venture”) for the purposes of: --preparing and submitting the Proposal to the Client;
--providing any further information the Client may require or negotiating with the Client on any matters requiring negotiation in connection with the Proposal;
--entering into the Services Agreement with the Client, if the Proposal is accepted; and
--performing all the Services to be undertaken for the Project by the JV under the Services Agreement.
成員據(jù)此建立一個聯(lián)合體，一個名叫（JV的名字）未合并在內(nèi)的組合或這樣其他的名字，應(yīng)該有時為如下目的全體一致同意（下文中稱“聯(lián)合體“）：
---向業(yè)主準(zhǔn)備和提交建議；
---提供業(yè)主要求的或與業(yè)主協(xié)商的任何與建議相關(guān)的需要協(xié)商的詳細(xì)資料。
---與業(yè)主討論服務(wù)協(xié)議，如果建議被接受；和
---執(zhí)行在服務(wù)協(xié)議下由JV承擔(dān)的所有為工程的服務(wù)。
 
2.1   The Members hereby appoint the Leading Member and, pursuant to Clause 3.6, the representative of the JV, and confirm the addresses of the Members respectively, as stated in Schedule 1.
成員約定領(lǐng)導(dǎo)成員，按照3.6條款，聯(lián)合體代表，按照表1規(guī)定確定成員各自的地址。
 
2.2   Unless otherwise agreed in writing by the Members, this Agreement shall not terminate if a Member changes its name or is taken over by, or merged with, another company or partnership provided that such successor name, company or partnership is an independent professional firm acceptable to the Client.
除非成員之間另有書面協(xié)議，如果某個成員改變名稱或被接管，或被合并，這個協(xié)議不應(yīng)終止，另一個公司或合作伙伴提供上述的繼承名稱，公司或合作伙伴是一個獨立的可被業(yè)主接受的專業(yè)公司。
 
3.0   PROPOSAL SUBMISSION建議提交
3.1   The Members shall make all reasonable endeavours to obtain from the Client the award of the Services Contract in accordance with the conditions of the Invitation or such conditions as may subsequently be agreed between the Client and the JV.
成員應(yīng)該進(jìn)行所有適當(dāng)?shù)谋M力從業(yè)主獲取與邀請條件或后來被業(yè)主與聯(lián)合體同意的條件一致的服務(wù)合同的授予。
 
3.2   The preparation and submission of the Proposal shall be undertaken jointly by the Members. The Leading Member shall co-ordinate the preparation of the Proposal and its submission to the Client. The Members shall perform with all reasonable skill, care and diligence their respective functions as allotted by the Policy Committee until the award of the Services Agreement to the JV or until the provisions of Clauses 16.1 and 16.3 have been satisfied.
建議的準(zhǔn)備與提交應(yīng)由成員聯(lián)合承擔(dān)。領(lǐng)導(dǎo)成員應(yīng)該協(xié)調(diào)建議的準(zhǔn)備和向業(yè)主的提交。成員應(yīng)該用由政策委員會分配的各自所有適當(dāng)?shù)募寄堋⒆⒁夂颓趭^完成任務(wù)，直到聯(lián)合體獲取服務(wù)協(xié)議或直到供應(yīng)16.1和16.3條款感到滿意。
 
3.3   Once the proposal has been submitted to the Client no changes may be made or additional information or explanations given without the consent of all the Members until the Services is effective.
建議提交后至到生效前，如果沒有所有成員的同意，不得變更或增加內(nèi)容或做解釋。
 
3.4   The Members shall enter into the Services Agreement, if it is awarded to the JV, in accordance with the Proposal, or the Proposal as amended, subsequent to its submission, by agreement between the Client and the JV.
如果服務(wù)協(xié)議提交聯(lián)合體，成員則應(yīng)根據(jù)客戶和聯(lián)合體之間約定的建議或修訂后的建議和隨后提交的文件簽署服務(wù)協(xié)議。
 
3.5   Upon the execution of this Agreement, each of the Members shall grant a Power of Attorney in favour of a person nominated by it as its Representative, as designated in Schedule 1. The Representatives of each Member will constitute the Policy Committee of the JV. Under the Power of Attorney granted him, the Representative of a Member shall thereby have authority to sign the Proposal and the Services Agreement on behalf of and in the name of that Member. The signature of its Representative shall bind each Member if respect of all obligations and liabilities it assumes under this Agreement.
本協(xié)議簽署后，各方應(yīng)按照附表1的規(guī)定對指定代表出具授權(quán)書。各方代表組成合營體政策委員會。各方授權(quán)代表有權(quán)簽署提議和服務(wù)協(xié)議，其簽署對各方具有約束力。
 
3.6   Subject to directions of the Policy Committee, the Representative of the Leading Member shall be the representative of the JV for the purpose of correspondence and discussion with the Client on matters involving the interpretation of the Services Agreement and alterations to its terms and to the Services to be performed.
根據(jù)政策委員會的指示，各主要成員作為聯(lián)合體的代表就服務(wù)協(xié)議的解釋事宜以及相關(guān)條款的調(diào)整與客戶溝通。
 
4.0   PERFORMANCE OF THE WORK 完成工作
4.1   The work to be performed under the Services Agreement shall be carried out in accordance with the terms and conditions of the Services Agreement and this Agreement. In the event of any inconsistency between the Services Agreement and this Agreement regarding the Performance of the work, the Services Agreement shall prevail, subject to Clause 4.3 and 4.4 below.
應(yīng)當(dāng)根據(jù)本協(xié)議和服務(wù)協(xié)議完成所約定的工作。如果本協(xié)議與服務(wù)協(xié)議不一致，則根據(jù)下述第4.3款和4.4款，以服務(wù)協(xié)議為準(zhǔn)。
 
4.2   Each Member shall be responsible for fulfilling the obligations prescribed in Schedule 3 in accordance with the terms of the Services Agreement to the satisfaction of the Client, subject to Clause 4.3 and 4.4 below.
各成員均應(yīng)按照服務(wù)協(xié)議規(guī)定完成附件3所約定的義務(wù)并根據(jù)下述第4.3款和4.4款達(dá)到使客戶滿意。
 
4.3   The apportionment of the JV’s obligations between the Parties in accordance with Schedule 3 can be amended by agreement between the Members, subject to the consent of the Client if required by the Services Agreement.
根據(jù)附件3，各成員的義務(wù)分配應(yīng)經(jīng)過客戶同意后以協(xié)議予以變更，如果服務(wù)協(xié)議如是規(guī)定。
 
4.4   Any alterations or additions to the Services to be carried out under the Services Agreement shall be made only with the consent or on the instructions of the Client in accordance with Services Agreement. Responsibility for carrying out additional obligations shall be as agreed between the Members, subject to the consent of the Client if required by the Services Agreement.
對服務(wù)協(xié)議規(guī)定的任何服務(wù)項目的變更或增加必須經(jīng)過客戶的同意或指示。對增加的服務(wù)，成員間必須達(dá)成協(xié)議并取得客戶同意。
 
5.0   LANGUAGE AND LAW語言與法律
5.1   The following shall be stated in Schedule 1:下列條款在附件1中闡述
--the language in which this Agreement shall be written and interpreted; and
本協(xié)議書就與解釋所用之語言，及
 
--the country or state, the law of which shall apply to this agreement.
本協(xié)議適用法律。
 
6.0   EXCLUSIVITY 例外
6.1   Unless otherwise agreed by the Members, no member shall engage in any activity related to the Project, unless otherwise agreed by the Parties, other than as a Member of the JV and in accordance with the terms and conditions of this Agreement. Each Member warrants that its subsidiaries and other firms or individuals over which it has control will comply with this requirement.
除非另有約定，任何成員不得從事任何與項目相關(guān)的活動，而且各成員的關(guān)聯(lián)機構(gòu)、其他公司和個人亦如此。
 
7.0   EXECUTIVE AUTHORITY 管理人員的授權(quán)
7.1   No Member shall have authority to bind or to make any commitment on behalf of the JV or any other Member unless such authority is expressed in writing by the Members jointly in regard to the JV, or by a Member individually in regard to the (other) Member.
未經(jīng)聯(lián)合體成員以書面聯(lián)署授權(quán)，任何成員不得代表聯(lián)合體或其他成員就有關(guān)聯(lián)合體，或某個成員單獨就其他成員做出承諾。
 
7.2   From the date of this Agreement until award of the Services Agreement to the JV or until this Agreement shall terminate in accordance with its terms, whichever is the earlier, the following matters shall require the unanimous consent of the Members:
從本協(xié)議生效之日起，至服務(wù)協(xié)議授予聯(lián)合體或本協(xié)議終止之日止，以先者為準(zhǔn)，下列事項必須有所有成員達(dá)成一致：
 
--for the purpose of submitting the Proposal, the respective responsibilities and obligations to be undertaken by the Members under the Services Agreement, subject to the conditions of the Invitation;
根據(jù)招標(biāo)條款規(guī)定，為了提交建議；履行相關(guān)義務(wù)；
 
--for the purpose of submitting the Proposal, the prices and terms and conditions of payment comprised in the Proposal as applicable to the JV generally, and to the Members separately, subject to the conditions of the Invitation; and
為招標(biāo)而提交的建議所涉適用聯(lián)合體和單獨適用成員的付款條款；以及
 
--any communication to, or response to communication from, the Client either in written or oral and any commitment of any kind of the Client or any other party in connection with the Proposal.
與建議相關(guān)的與客戶之間的通信和回復(fù)，無論是書面還是口頭，以及對客戶和其他方的任何承諾。
 
7.3   From the date of the award of the Services Agreement to the JV, decisions on the policies of the JV shall be vested in a Policy Committee comprising the Representative of each of the Members specified in accordance with Clause 3.5.
簽訂服務(wù)協(xié)議后，聯(lián)合體的政策決定將得到政策委員會包括第3.5款所述的成員大代表的批準(zhǔn)。
 
7.4   Each Member shall provide notice of its Representative on the Policy Committee and shall give prior notice of any change in such appointments, temporary or otherwise, as may occur from time to time.
每個成員向政策委員會通知其代表以及代表的任命、替換等事項。
 
7.5   The representative of the Leading Member on the Policy Committee shall be the Chairman of the Committee. The Chairman shall ordinarily convene the meetings of the Committee and may invite others whom he wished to attend, in order to inform or advise the Representatives, or to record the proceedings of the Committee.
政策委員會主席由主要成員擔(dān)任。主席召集會議，可邀請其他參與者，向代表通報會議并記錄存檔。
 
7.6   In the event of there being disagreement between members of the Policy Committee on matters not otherwise prescribed in this Agreement the Chairman shall be entitled to use a casting vote.
如因本協(xié)議規(guī)定的其他原因，委員會對某事項意見不一致時，主席有權(quán)以隨機選擇的方式?jīng)Q定。
 
7.7   Meetings of the Policy Committee shall take place at least as frequently as prescribed in Schedule 1, unless otherwise agreed by the Members. A Member may convene a meeting of the Committee at any time by giving at least fourteen days notice in writing to the Members.
除非另有規(guī)定，政策委員會會議的舉行次數(shù)至少應(yīng)按附件1的規(guī)定。任何一個成員也可在提前14天以上提交書面通知后舉行會議。
 
7.8   Minutes shall be kept, in the language named in Schedule 1, of all meetings of the Policy Committee and copies of all such minutes shall be circulated to the Members.
會議記錄使用附件1所規(guī)定的文字，其附件提交各成員。
 
7.9   The Members respectively agree to act (and agree that their respective representatives on the Policy Committee shall act) at all times in the best interests on the JV in taking any actions relating to the Project and shall use all reasonable endeavors to settle any disputes arising between them in connection with the JV.
各成員同意并使其在委員會的代表同意在從事與項目相關(guān)的工作中以聯(lián)合體利益為重并努力解決相關(guān)糾紛。
 
7.10 Each Member shall appoint a Local Representative in each locality where that Member is to work. The Local Representative of a Member shall be responsible for the obligations to be undertaken by it in the said locality and for performance of its responsibilities in that locality under this Agreement.
各方指定一名工程所在地代表。所在地代表負(fù)責(zé)其承擔(dān)的當(dāng)?shù)毓こ滩⒁勒毡緟f(xié)議履行在所在地的義務(wù)。
 
7.11 Each Member shall notify the other of its Local Representative and responsibilities assigned to him and shall give prior notice of any change in such appointments or assignments of responsibilities as may occur from time to time.
各方將其在工程所在地的代表通知其他方。
 
7.12 A Services Manager shall be appointed. Unless otherwise agreed by the Members, the Leading Member shall appoint him and will be entitled to subsequently remove him from that position and appoint a replacement.
任命一名服務(wù)經(jīng)理，如經(jīng)其他方同意，主要成員有權(quán)任命或撤換該經(jīng)理。
 
7.13 The Services Manager shall manage and surprise the performance of the work under the Services Agreement in accordance with the directions of the Policy Committee, and shall report to the Policy Committee on the performance and progress of the work as and when required by that Committee.
服務(wù)經(jīng)理依照政策委員會指示管理服務(wù)協(xié)議項下的義務(wù)的履行，并向委員會匯報工作進(jìn)展。
 
7.14 The Local Representatives shall work under the direction of the Services Manager.
所在地代表在服務(wù)經(jīng)理指導(dǎo)下開展工作。
 
8.0   DOCUMENTS文件
8.1   All documents produced by a Member or the Members in connection with the Project which are made available to persons other than the Members shall bear the name of the JV.
由各成員提交的將提交給成員之外的其他人的文件，均以聯(lián)合體名義。
 
8.2   All documents prepared by either of the Members in connection with the performance of work under the Services Agreement, and which are submitted to the Client or are to be made available to third Parties, shall signed by the Service Manager, unless they concern the interpretation of Services Agreement or alteration to its terms or Services to be performed.
依照服務(wù)協(xié)議，所有與履行義務(wù)相關(guān)的并將提供給客戶或第三方的文件，均由服務(wù)經(jīng)理簽署，但有關(guān)協(xié)議的解釋或條款的變更或履行的服務(wù)項目事項除外。
 
8.3   Each Member shall have unrestricted access to any work carried out by the Members in connection with the Project.
每個成員都可以進(jìn)入由其他成員開展的與項目有關(guān)的任何工程中。
 
8.4   Copies of all documents submitted to the Client by or on behalf of the JV by a Member shall be circulated to the Members as soon as reasonably practicable following such submission.
由一成員以聯(lián)合體名義提供給客戶的文件，其相關(guān)副本應(yīng)盡快提交給其他成員。
 
8.5   During the period of the Agreement and after the termination of this Agreement without limit in point of time, no Member shall disclose to any person any information which it obtains through its participations in the JV (and shall ensure that its employees shall observe such restrictions) unless the said information:
在協(xié)議有效期內(nèi)及終止后，各方及其雇員均應(yīng)對參加聯(lián)合體所獲得的信息保密，但以下情形除外：
--becomes public knowledge ; 已成為公共信息；
--must be disclosed for the proper performance of the services;
為了履行服務(wù)義務(wù)而披露；
 
--in published with the approval of the JV and, when required under the Services Agreement, of the Client.
經(jīng)聯(lián)合體同意或按協(xié)議的要求或應(yīng)客戶要求而發(fā)布；
 
No member shall utilize photographs, or other data describing the Project, in promoting its own business, without the approval of the other Member.
未經(jīng)其他成員同意，任何成員不得將項目圖片、數(shù)據(jù)用于自己的經(jīng)營中。
 
8.6   Except as may be otherwise provided under the Services Agreement or in Schedule 1, the copyright in documents produced by a particular Member in connection with the Project is granted to the Members and each Member hereby licenses the Members to use and reproduce documents produced by it.
除非服務(wù)協(xié)議或附件1另有規(guī)定，每一成員提交的有關(guān)項目的文件均授權(quán)其他成員可以復(fù)制。
 
8.7   Except as provided in Clause 8.6, each Member shall indemnify the Members against all claims, liabilities, damages, costs and expenses sustained as a result of reusing the designs, drawings and other documents produced for the Project on other projects.
除第8.6款另有規(guī)定外，每一成員將保障其他成員在復(fù)制有關(guān)項目的設(shè)計、圖紙和其他文件的行為不受指控、追究責(zé)任和承擔(dān)賠償、費用和開支。
 
9.0   PERSONNEL 人員
9.1   Each Member shall assign a sufficient number of its employees to the Project so that the provisions of this Agreement are complied with and the Services are carried out in accordance with the Services Agreement. Unless specifically agreed otherwise, the JV shall have no employees of its own.
每一成員應(yīng)安排足夠數(shù)量的項目工作人員，以符合本協(xié)議要求并尊重服務(wù)協(xié)議開展工作。除非另有約定，聯(lián)合體本身無雇員。
 
9.2   Each Member shall be responsible for all actions of its staff and shall continue to be responsible in all ways for its own obligations as employer of its employees.
各方對其雇員的行為承擔(dān)責(zé)任。
 
9.3   Notwithstanding the foregoing provisions of this Clause, each Member may allow any person, firm or corporation over which it exercises management control to fulfill any of the obligations for which it is responsible under this Agreement provided that, in such circumstances, the control of and  responsibility for those obligations shall at all times remain vested in the Member.
各方可允許任何人、商號、公司對履行義務(wù)進(jìn)行監(jiān)督管理，但管理責(zé)任仍由該方自行承擔(dān)。
 
9.4   Each Member shall be entitled to invite, subject to the approval of the Client (if required) and to the agreement of the Members, sub-consultants to carry out any of that Member’s obligations, provided that in such circumstances the control of and responsibility for undertaking those obligations shall at all times remain vested in the Member in question.
各方有權(quán)在客戶（如有）同意和各方同意條件下，聘請分包商履行相關(guān)義務(wù)，但義務(wù)的履行和責(zé)任由該方承擔(dān)。
 
9.5   The engagement of Sub-consultants by the JV shall be subject to the provision of Clause 7.
由聯(lián)合體聘請的分包商，依照第7條規(guī)定執(zhí)行。
 
10.0       ASSIGNMENT AND THIRD PARTIES  轉(zhuǎn)讓和第三方
10.1 No Member shall sell, assign, mortgage, pledge, transfer or in any way dispose of any rights or interests under this Agreement, or its interests in any sums payable by the Client other than by a charge in favour due under the Agreement, without the prior written consent of the Member.
未經(jīng)全體成員書面同意，任何成員不得對其在協(xié)議項下的權(quán)利、利益或客戶應(yīng)付款項進(jìn)行出售、轉(zhuǎn)讓和抵押。但依照本協(xié)議規(guī)定應(yīng)付的費用除外。
 
10.2 This Agreement is exclusively for the benefit of the Members and shall not be construed as conferring, either directly or indirectly, any rights or causes of action upon third parties.
本協(xié)議僅為全體成員所設(shè)立，不得理解為直接或間接授予第三方任何權(quán)利。
 
11.0 SEVERABILITY 可分割性
11.1 If any part of any provision of this Agreement is found by an arbitrator or Court or other competent authority to be void or unenforceable, such part of the provision shall be deemed to be deleted from this Agreement and the remainder provisions of this Agreement shall continue in full force and effect.
如本協(xié)議任何部分被仲裁、法院或其他有管轄權(quán)的機構(gòu)認(rèn)定為無效或不可履行，該部分可以從協(xié)議中刪除，但其他部分仍有效力。
 
11.2 Notwithstanding the foregoing, the Members shall thereupon negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the part of the provision found to be void or unenforceable.
盡管有上述規(guī)定，各方可本著誠意協(xié)商，用各方都同意的條款取代被認(rèn)定為無效的條款。
 
12.0 MEMBER IN DEFAULT成員違約
12.1 In the event of insolvency of a Member, the other Member is hereby irrevocably constituted and appointed to act for it in all matters affecting performance of this Agreement.
如果發(fā)生某一成員破產(chǎn)，另一成員據(jù)此不可撤回地被指定和約定代理在所有事情動人的執(zhí)行協(xié)議。
 
12.2 A Member that delays or fails to fulfill its obligations in whole or in part under this Agreement shall be deemed in default and shall indemnify the other Member in respect of the consequences.
This Clause 12.2 may be substituted by the following:
“A Member who fails within a reasonable time and without reasonable excuse to perform the Services requirement of it under this Agreement, or any other duties and obligations ser out herein, or otherwise agreed between the Members, or between the Members and the Client, may be declared in default by the other Member. In such case, the Defaulting Member shall indemnify the other Members against any losses, claims, demands, costs, expenses and other matters arising from such default.”
某一成員延遲或未能完成協(xié)議項下全部或部分義務(wù)，應(yīng)被認(rèn)為違約，在與后果相關(guān)方面應(yīng)賠償另一成員。
 
12.3 A notice in writing from the Client that the performance of obligations under the Services Agreement is unsatisfactory or that the continued involvement of a Member is no longer required in whole or in part shall for the purposes of this Clause mean that the Member concerned is in default unless otherwise agreed by other Member.
This Clause 12.3 may be substituted by the following:
Procedure upon declaring a Member in default.
“If a notice in writing is received from the Client that the performance of the Member’s obligations under the Services Agreement is unsatisfactory, or a Member considers that another Member’s performance of those obligations is unsatisfactory, a meeting of the Policy Committee shall be convened, and the Member in question shall be afforded an opportunity to hear the criticisms against it and explain its position.”
業(yè)主關(guān)于服務(wù)協(xié)議項下履行義務(wù)不滿意或一個成員的連續(xù)連累完全或部分地不再要求的書面通知，對這個條款來說，意味著相關(guān)成員違約，除非與另一成員另有協(xié)議。
 
12.4 If the default of a Member shall be such that the Member in question shall be substantially in breach of its obligations hereunder, the other Member shall be entitled to reassign the work concerned.
This Clause 12.2 may be substituted by the following:
“A motion may then be made by any Member for a vote to be cast upon whether the Member in question should declared in default of its obligations. All Members (other than the Member in question) shall be entitled to vote thereon. If a (unanimous/majority) vote is obtained, the Member in question shall be declared in default. Notice in writing of the declaration including the reasons therefore, shall be served on the Defaulting Member within 14 days of the Policy Committee Meeting.”
如果某一成員的違約是這樣的，所述成員實質(zhì)上違反在下面的它的義務(wù)，另一成員有資格重新分配相關(guān)工作。
 
12.5 Any actions taken by the other Member against the defaulting Member pursuant to this Clause shall be without prejudice to any rights to which he may be entitled at law against the defaulting Member.
另一成員相對于依照這個條款違約的成員所采取的任何行動應(yīng)不使任何權(quán)利受到損害，按照法律條文，相對于違約成員，他是有資格。
 
12.6 If a reassignment of work under the Services Agreement is made in accordance with the Clause, the defaulting Member shall not obstruct the Member who undertakes the reassigned work and shall provide him with access to all documents and information necessary for its proper performance.
在服務(wù)協(xié)議下重新分配工作與本條款相一致，違約成員不應(yīng)房妨礙承擔(dān)重新分配工作的成員，并提供他接近所有為正確的執(zhí)行所必須的文件和資料。
 
12.7 Any sums received by the JV in payment for the defaulting Member’s obligations already undertaken shall be used to compensate any loss or damage resulting from the default of that Member. The defaulting Member shall responsible for providing guarantees and bonds relevant to the obligations allocated to that Member prior to such reassignment until the completion of the Services.
聯(lián)合體收到的補償違約成員已經(jīng)承擔(dān)的義務(wù)的所有金額應(yīng)用于賠償由那個成員違約所產(chǎn)生的損害損失。違約成員應(yīng)該為提供有關(guān)在重新分配之前分配的義務(wù)擔(dān)保和保證金負(fù)責(zé)，直到服務(wù)完成。
 
12.8 If all of the defaulting Member’s obligations are reassigned in accordance with the Clause, the other Member shall be entitled to and shall:
--carry on and complete the performance of the Services Agreement without the participation of the defaulting Member, its successors, receivers or other legal representatives and continue to act in accordance with the terms of this Agreement (as amended to take account of the nonparticipation of the defaulting Member); and
--retain for the performance of the Services Agreement all equipment and materials purchased therefore and all assets owned by the JV at the time of the defaulting Member until the completion of the Services. The defaulting Member, its successors, receivers or other legal representatives shall execute and do all deeds, documents and things necessary to enable the said equipment and materials to continue to be so used and to enable the JV to continue without its involvement.
違約成員的所有義務(wù)按本條款重新分配，其他成員有資格并應(yīng)該：
---在沒有違約成員參與下繼續(xù)進(jìn)行和完成服務(wù)協(xié)議履約，它的繼承者，接受者或合法代表繼續(xù)在本協(xié)議項下行動（作為道歉，考慮到違約成員不參與）。
---保留為服務(wù)協(xié)議履約的已采購的所有設(shè)備和材料和在成員違約的時候JV所擁有的所有財產(chǎn)，直到服務(wù)完成。違約成員，它的繼承者，接受者或其他合法代表應(yīng)該執(zhí)行和立所有的契約，文件等等對使上述設(shè)備和材料能夠繼續(xù)被使用和使JV能夠無連累地繼續(xù)來說是必須的。
 
12.9 Upon completion or earlier termination of the Services Agreement and receipt of all amounts due thereunder, the remaining Member shall account to the Member in default which shall be entitled to receive an amount equal to any sums provided by the defaulting Member towards any general funds which shall not previously have been expended, plus such Member’s share of any funds of the JV due to it, reduced by any losses or damage occasioned by its default.
在完成協(xié)議或提前中止協(xié)議，和收到的所有到期金額之上，剩余成員應(yīng)響應(yīng)違約成員，他應(yīng)有資格接受由違約成員提供的等價的先前沒有花費的普通資金，加上成員分享的JV資金，還原由違約引起的損害損失。
 
12.10      In the event that the share of the losses chargeable to the defaulting Member exceeds any sums provided by the defaulting Member to any general funds and the share of any funds of the JV due to it in accordance with the terms of this Agreement, the defaulting Member shall promptly pay the excess to the remaining Member.
在違約成員應(yīng)負(fù)擔(dān)的損失部分超過違約成員提供的普通資金和按照協(xié)議條件應(yīng)歸于JV的資金部分的總和的情況下，違約成員應(yīng)迅速向剩余成員支付超過額。
 
13.0 DURATION OF THE AGREEMENT
13.1 If it has been jointly established by the Members that the Proposal will not be accepted by the Client or if it has not been accepted by the Client within the period allowed for acceptance in accordance with the Proposal or any extension of that period subsequently agreed between the Client and the JV, this Agreement shall thereupon terminate forthwith.
13.2 If the Proposal is accepted by the Client, this Agreement shall continue to have full force and effect and shall continue the same when the Services Agreement is entered into with the Client, until confirmation has been received from the Client that the Services have been terminated, and all accounts relating to the Services between the JV and the Client and third parties and between the Members are acknowledged as settled.
13.3 Provided that the terms of this Agreement shall nevertheless continue to bind the Members to such extent and for so long as may be necessary to give effect to the rights and obligations specified in the Agreement.
 
14.0 LIABILITY債務(wù)
14.1 Each of the Members warrants that it will indemnify and keep indemnified the other Member against all legal liabilities arising out of or in connection with the performance, or otherwise, of its obligations under this Agreement.
每個成員保證賠償和保持使其他成員免受由履約或協(xié)議引起的或相關(guān)的法定義務(wù)的傷害。
 
14.2 In the event of it being alleged by one Member in writing that any legal liability is attributable to the other Member or to the Members, the Members shall use reasonable endeavors to reach agreement on the liabilities to be borne by each of the Members, and in the event of the Members failing to so agree, a proper apportionment shall be determined by arbitration in accordance with Clause 19.
The following alternative sets of Clause 14 and 15 apply in the respective case described hereunder. It should be understood that the proposed series of clauses may conflict with the Client’s requirements for the Members to be jointly and severally liable. Accordingly, it is essential that the Client and the insurers all have a complete understanding of and agree with the arrangements made.
在一個成員書面主張任何合法債務(wù)可歸因于其他成員的情況下，所有成員應(yīng)當(dāng)用適當(dāng)?shù)呐�力達(dá)到每個成員承擔(dān)的協(xié)議義務(wù)，在成員未能同意的情況下，按照19條款仲裁，應(yīng)該被確定合適的分?jǐn)偂?br /> 可從第14條或第15條選擇其一適用于本條所述情形。各方同意，所設(shè)立的系列條款可能與客戶對各方共同承擔(dān)連帶責(zé)任的要求不一致。重要的是，必須由客戶和保險人同意所做的這種安排。
 
Series “A”: where clear demarcation of the work is possible
A系列條款做了明確分工：
14A    14A系列條款
(1)   Schedule 3 to this Agreement set out, for the purposes of this Agreement, the Works or Services for which each Member will be deemed responsible.
附件3規(guī)定各方應(yīng)承擔(dān)責(zé)任的工程與服務(wù)。
 
(2)   Each Member warrants that it will indemnify and keep indemnified the other Members against all legal liabilities arising out of or in connection with the performance, or otherwise, of Works or Services deemed by Schedule 3 to be its responsibility.
各方承諾，將保障其他方避免因為附件3所規(guī)定的屬于自己應(yīng)當(dāng)承擔(dān)責(zé)任的工程或服務(wù)的責(zé)任而遭受承擔(dān)責(zé)任。
 
(3)   Each Member is required to co-operate and produce such information as is reasonably required by the Policy Committed in defending any claim made by the Client or any third party arising out of or in connection with the performance or otherwise of the obligations under this Agreement.
為了應(yīng)對客戶或第三方針對義務(wù)履行而提出的索賠，各成員應(yīng)合作并向委員會提供相關(guān)文件。
 
15A  15A系列條款
       (1)Each Member will maintain Insurance coverage as protection against all legal liabilities arising out of or in connection with Works or Services for which each is deemed responsible by Schedule3.
各成員應(yīng)對附件3規(guī)定的所應(yīng)當(dāng)負(fù)責(zé)的工程或服務(wù)予以保險。
 
Series “B”: where clear demarcation of the work is not possible
B系列條款明確了工程的不可分割性。
 
14B   14B系列條款
(1)   Each Member is required to co-operate and produce such information as is reasonably required by the Policy Committed in defending any claim made by the Client or any third party arising out of or in connection with the performance or otherwise of the obligations under this Agreement.
為了應(yīng)對客戶或第三方針對義務(wù)履行而提出的索賠，各成員應(yīng)合作并向委員會提供相關(guān)文件
 
15B  15B系列條款
(1)   [Name of Member] will maintain insurance coverage as protection against all legal liabilities arising out of or in connection with the performance, or otherwise, of the obligations under this agreement.
各成員應(yīng)對附件3規(guī)定的所應(yīng)當(dāng)負(fù)責(zé)的工程或服務(wù)予以保險。
 
(2)   All Members will be named as co-insured in the policy of insurance taken out by [Name of Member] for the purposes of Clause 15B (1) directly above.
為了以上15B條款之目的，所有成員具名共同投保。
 
Series “C”: where responsibility for specific tasks only assignable
在C系列條款中，僅有單獨的任務(wù)可以轉(zhuǎn)讓責(zé)任。
 
14C 14C系列條款
(1)   Schedule 3 to this Agreement set out, for the purposes of this Agreement, the Works or Services for which each Member will be deemed responsible.
附件3規(guī)定了各成員應(yīng)承擔(dān)的責(zé)任。
 
(2)   Each Member warrants that it will indemnify and keep indemnified the other Members against all legal liabilities arising out of or in connection with the performance, or otherwise, of Works or Services deemed by Schedule 3 to be its responsibility.
各成員承諾將保障并免除其他成員因自己履行義務(wù)而遭受承擔(dān)法律責(zé)任。
 
(3)   Each Member is required to co-operate and produce such information as is reasonably required by the Policy Committed in defending any claim made by the Client or any third party arising out of or in connection with the performance or otherwise of the obligations under this Agreement.
為了應(yīng)對客戶或第三方針對義務(wù)履行而提出的索賠，各成員應(yīng)合作并向委員會提供相關(guān)文件
 
15c  15C系列條款
(1)   Each Member will maintain Insurance coverage as protection against all legal liabilities arising out of or in connection with Works or Services for which each is deemed responsible by Schedule3.
各成員應(yīng)對附件3規(guī)定的所應(yīng)當(dāng)負(fù)責(zé)的工程或服務(wù)予以保險。
 
(2)   Except for the Works or Services listed in Schedule 3, which are dealt with in Clause 15C (1) above, [NAME OF MEMBER] will maintain insurance coverage as protection against all legal liabilities arising out of or in connection with the performance or otherwise of the obligations under this Agreement.
除附件3所列的與上述15（1）款有關(guān)的工程和服務(wù)外，    將對所履行的義務(wù)予以保險。
 
Series “D”: where responsibility to insure is decided by per-determined shares
保險責(zé)任投資股份比例分?jǐn)偂?br /> 14  D   14D系列條款
(1)   Where liability and responsibility to insure have been decided by pre-determined shares and the JV become liable to pay damages, costs or expenses, by reason of a legal liability arising out of or in connection with the performance or otherwise of its obligations under this Agreement, then the Members will apportion such damages, costs and expenses in accordance with predetermined shares which are set out in Schedule 3.
如果保險責(zé)任已經(jīng)按投資股份比例分?jǐn)�，�?lián)合體將負(fù)責(zé)承擔(dān)與本協(xié)議項下義務(wù)有關(guān)的賠償、費用和開支。各成員則按附件3承擔(dān)按股份分?jǐn)偟馁r償、費用和開支。
 
(2)   Each Member is required to co-operate and produce such information as is reasonable required by the Policy Committed in defending any claim made by the Client or any third party arising out of or in connection with the performance or otherwise of the obligations under this Agreement.
為了應(yīng)對客戶或第三方針對義務(wù)履行而提出的索賠，各成員應(yīng)合作并向委員會提供相關(guān)文件
 
     15D   15D系列條款
(1)Each Member will maintain insurance coverage as protection for itself and all other Members against that Member’s liability to pay damages, costs or expenses as provided for in Clause 14D (1) above.
各成員因保持保險的有效期，以保護(hù)己方及其他成員免于承擔(dān)上述第14D（1）條所規(guī)定的賠償費、費用和開支。
 
15.0 INSURANCE保險
15.1 Unless otherwise agreed by the members, each Member individually shall make all reasonable efforts to maintain insurance coverage in the amounts stated in Schedule 1 as protection against all legal liabilities arising out or in connection with the performance, or otherwise, of its obligation under this Agreement.
除非成員同意，每個成員都必須獨立做出合適的努力，保持在表1中規(guī)定的保險責(zé)任范圍總金額，以保護(hù)因意外引起的法律責(zé)任，或與在協(xié)議義務(wù)下履約、或相反的相關(guān)的。
 
15.2 Each Member shall make all reasonable efforts to maintain insurance cover in the amounts stated in Schedule 1 for public/third party liability insurance and any other insurances necessary to comply with the Services Agreement.
每個成員都必須做出合理努力維持在表中規(guī)定的保險安排，，即公共/第三責(zé)任險和任何其他對于完成服務(wù)協(xié)議必須的險種。
 
16.0 PROMOTIONAL AND PROJECT COSTS, PROFITS, LOSSES AND REMUNERATION
獎勵和工程費用，利潤，虧損和報酬
16.1 Each Member shall be reimbursed the costs and expenses incurred by it in connection with the promotion, preparation, negation and submission of the Proposal, as prescribed in Schedule 4.
各成員在建議的促成、準(zhǔn)備、否定和提交中所產(chǎn)生的相關(guān)費用按附件4規(guī)定予以報銷。
 
16.2 If Schedule 4 dose not prescribe the reimbursement of promotional costs and expenses each Member shall bear the costs and expenses which it incurs.
如果附件4沒有對促成費用報銷的規(guī)定，則該項費用由成員自行承擔(dān)。
 
16.3 All payments to the Members shall be made in accordance with Schedule 4 and the financial policy of the JV is as set out in the Schedule.
向成員支付的所有費用應(yīng)按照附件4及聯(lián)合體財務(wù)政策辦理。
 
17.0 FINANCIAL ADMINISTRATION 財務(wù)管理
17.1 Each Member shall be responsible for keeping its own accounts in respect of payments due to it and for its own financial affairs generally. Each Member shall be responsible for dealing with its own income tax affairs, and its own social security affairs where relevant authorities.
各成員有責(zé)任保存與支付和財務(wù)活動有關(guān)的賬簿。各成員負(fù)責(zé)向各自的所在地機構(gòu)辦理所得稅及社會保險事宜。
 
17.2 The Leading Member shall be responsible for provision of Financial Administration Services as set out in Schedule.
主要成員負(fù)責(zé)附件中所規(guī)定的財務(wù)管理服務(wù)事宜。
 
18.0 GUARANTEES AND BONDS 保證金
18.1 Unless otherwise agreed by the Members, the Members severally shall provide guarantees and bonds in proportion to their respective shares in the Services sufficient for the total of guarantees and bonds required of the JV by the Client. The Members serially shall be responsible for administration and extensions, if required, of the guarantees and bonds they have provided.
除非另有約定，各成員分別按照服務(wù)協(xié)議中所占股份比例提交保證金，使其保證金總額達(dá)到客戶對聯(lián)合體的要求。所有成員應(yīng)要求對保證金的管理和保證期延展共同負(fù)責(zé)。
 
19.0 ARBITRATION 仲裁
19.1 Any dispute arising in connection with this Agreement which connot be resolved by the Members in accordance the terms of this Agreement shall be settled by arbitration in accordance with the Rules stipulated in Schedule 1. The Members agree to comply with the awards resulting from arbitration and waive their rights to any form appeal insofar as such waiver can validly be made.
如果與本協(xié)議有關(guān)的糾紛不能由成員解決，則按照附件1提交仲裁。各成員服從仲裁裁決并放棄上訴權(quán)利。
 
19.2 Judgement upon the award rendered in any arbitration proceedings may be entered in any court having jurisdiction by any of the Members or application my be made to such court for a judicial acceptance of the award and an order for enforcement (as the case may be).
仲裁裁決可以由任何成員提交給具有管轄權(quán)的法院或?qū)嶋H可接受該裁決的法院，由法院發(fā)出執(zhí)行令（如需要）。
 
20.0 NOTICES 通知
20.1 Notices under the Agreement shall be in writing and will take effect from receipt at the address stated in Schedule 1. delivery can be by hand or facsimile message against a written confirmation of receipt or by registered letter or by telex subsequently confirmed by letter.
通知以書面做出，并按照附件1規(guī)定的地址送達(dá)生效。送達(dá)可面呈或可用取得書面收據(jù)的傳真或掛號信，或隨后可被確認(rèn)的電傳。
 
20.2 The official address of the JV to be included on all documentation signed in the name of the JV shall be as designated in Schedule 1 hereto or such other address as shall be agreed from time to time by the Members, subject to the requirements of the Services Agreement.
在以聯(lián)合體名義簽署的所有文件上，均有聯(lián)合體的官方地址。
 
21.0 SOLE AGREEMENT AND VARIATION 協(xié)議的唯一性與變更
21.1 This Agreement is as specified in Clause 1.1.7 and is the sole agreement between the Members and supersedes any previous agreements between them relating to the matters referred to herein. Variations and addenda may be made to this Agreement, including the admission of new members to the JV, by written instrument which shall be effective upon being signed by all Members (or on their behalf by their Representatives), provided that if a Member is considered by the other Member to be in default pursuant to Clause 12 his agreement and signature is not required.
本協(xié)議按照第1.1.7條規(guī)定，是成員之間唯一的協(xié)議，涵蓋了此前與本協(xié)議相關(guān)事項的所有協(xié)議。本協(xié)議的變更和補錄，包括新成員參加聯(lián)合體，均由所有成員（或其代表）簽署生效的書面文件確認(rèn)，但如果根據(jù)第12條規(guī)定，某個成員被其他成員認(rèn)為違約，該成員的同意與簽署即非必需
 
In Witness where of the Members here to have executed This Agreement in (place of signing agreement) the day and year first above written.
在本協(xié)議前面所列日期，各成員簽署本協(xié)議，特此為證。
 
 
(以下為各方簽署)
Signed on behalf of (name or Member)
                              
Witness to the signature (name of signatory)
Signed                             
Signed on behalf of (name or Member)
                             
Witness to the signature (name of signatory)
Signed