Model Text of Construction Engineering Design Contract (Professional Construction Project)

GF—2015—0210

Model text of construction engineering design contract

(Professional Construction Engineering)

Ministry of Housing and Urban-Rural Development

formulate

State Administration for Industry and Commerce

Description

In order to guide the signing behavior of the parties to the construction project design contract and safeguard the legitimate rights and interests of the parties to the contract, in accordance with the Contract Law of the People's Republic of China, the Construction Law of the People's Republic of China, the Tendering and Bidding Law of the People's Republic of China and relevant laws and regulations, the Ministry of Housing and Urban-Rural Development and the State Administration for Industry and Commerce have revised the Construction Engineering Design Contract (II) (Professional Construction Engineering Design Contract) (GF-2000-0210) and formulated the Model Text of Construction Engineering Design Contract (Professional Construction Engineering) (GF-2015-0210) (hereinafter referred to as the "Model Text"). In order to facilitate the use of the Model Text by the parties to the contract, the relevant issues are explained as follows:

1. Composition of the Model Text

The Model Text consists of three parts: the Contract Agreement, the General Contract Clauses and the Specific Contract Clauses.

(1) Contract agreement

The Model Text Contract Agreement stipulates the basic contractual rights and obligations of the parties to the contract.

(2) General Contract Clauses

The general contract clauses are the principled agreements made by the parties to the contract on the rights and obligations of the parties to the contract on the implementation of the project design and related matters in accordance with the provisions of the Construction Law of the People's Republic of China, the Contract Law of the People's Republic of China and other laws and regulations.

The general contract clauses take into account not only the relevant requirements of the current laws and regulations for engineering construction, but also the special needs of engineering design management.

(3) Special contract clauses

The special contract clause is a clause that refines, improves, supplements, modifies or otherwise agrees on the principle agreement of the general contract clauses. The parties to the contract can modify and supplement the corresponding special contract terms through negotiation and negotiation between the two parties according to the characteristics and specific circumstances of different construction projects. When using dedicated contract clauses, you should be aware of the following:

1. The numbering of the special contract clauses shall be consistent with the numbering of the corresponding general contract clauses;

2. The parties to the contract can meet the special requirements of the specific construction project by modifying the special contract clauses, and avoid directly modifying the general contract clauses;

3. Where there is a bar line in the special contract clauses, the parties to the contract may refine, improve, supplement, modify or otherwise agree on the corresponding general contract clauses; If there is no refinement, improvement, supplement, modification or other agreement, fill in "none" or "/".

2. The nature and scope of application of the Model Text

The Model Text is for the reference of the parties to the contract.

The Model Text is applicable to the main project and supporting projects of construction projects in various industries other than housing construction projects (including all supporting projects such as self-provided power stations, roads, special railways, communications, various pipe network pipelines and supporting buildings in factories/mining areas), as well as engineering design activities related to the main project and supporting projects, such as technology, civil engineering, construction, environmental protection, soil and water conservation, fire protection, safety, health, energy saving, lightning protection, earthquake resistance, lighting engineering and other engineering design activities.

Construction projects in various industries other than housing construction projects are collectively referred to as professional construction projects, including coal, chemical, petrochemical, pharmaceutical, oil and gas (offshore oil), electric power, metallurgy, military industry, machinery, commercial and grain, nuclear industry, electronic communications, radio and television, light textiles, building materials, railways, highways, water transportation, civil aviation, municipal, agriculture and forestry, water conservancy, marine and other projects.

Table of Contents

Part 1 Contractual Agreement 7

Part II General Contractual Clauses 11

1. GENERAL CONVENTIONS 11

1.1 Definitions and Interpretations of Terms

1.2 Language

1.3 Legal

1.4 Technical Standards

1.5 Order of precedence of contract documents

1.6 Contact

1.7 Bribery is strictly prohibited

1.8 Confidentiality

2. Employer 18

2.1 General Obligations of the Employer

2.2 Representatives of the Employer

2.3 Employer's Decision

2.4 Payment of the contract price

2.5 Receipt of design documents

3. Designer 20

3.1 General obligations of the designer

3.2 Project Leader

3.3 Designer

3.4 Design Subcontracting

3.5 Consortiums

4. Engineering design data 23

4.1 Provide engineering design information

4.2 Liability for Late Provision

5. Engineering Design Requirements 24

5.1 General requirements for engineering design

5.2 Engineering design assurance measures

5.3 Requirements for engineering design documents

5.4 Handling of unqualified engineering design documents

6. Engineering Design Schedule and Cycle 26

6.1 Engineering design schedule

6.2 Engineering design begins

6.3 Delays in the progress of engineering design

6.4 Pause Design

6.5 Deliver engineering design documents ahead of schedule

7. Delivery of engineering design documents 31

8. Review of engineering design documents 31

9. Construction site cooperation service 34

10. Contract price and payment 34

10.1 Composition of the Contract Price

10.2 Form of Contract Price

10.3 Deposits or Advances

10.4 Progress Payment

10.5 Settlement and payment of the contract price

10.6 Payment Accounts

11. Engineering Design Changes and Claims 37

12. Professional Indemnity and Insurance 38

13. Intellectual Property 38

14. Liability for breach of contract 39

14.1 Employer's Liability for Breach of Contract

14.2 Liability for breach of contract by the designer

15. Force Majeure 41

15.1 Confirmation of Force Majeure

15.2 Notice of Force Majeure

15.3 Assumption of Force Majeure Consequences

16. Termination of Contract 42

17. Dispute Resolution 43

17.1 Settlement

17.2 Mediation

17.3 Dispute Review

17.4 Arbitration or Litigation

17.5 Effect of Dispute Resolution Provisions

Part III Special Contract Clauses 46

1. GENERAL CONVENTIONS 46

2. Employer 48

3. Designer 49

5. Engineering design requirements 51

6. Engineering Design Schedule and Cycle 51

7. Delivery of engineering design documents 52

8. Review of engineering design documents 53

9. Construction site cooperation service 53

10. Contract price and payment 53

11. Engineering Design Changes and Claims 54

12. PROFESSIONAL INDEMNITY AND INSURANCE 55

13. Intellectual Property 55

14. Liability for breach of contract 55

15. Force Majeure 56

16. Termination of Contract 56

17. Dispute Resolution 56

18. Miscellaneous 57

Annex 58

Part 1 Contract Agreement

发包人 (all names):      

Designer (full name):      

In accordance with the Contract Law of the People's Republic of China, the Construction Law of the People's Republic of China and relevant laws and regulations, the two parties agree on the principles of equality, voluntariness, fairness and good faith

The engineering design and related matters reached a consensus as follows:

First, the general situation of the project

1. Project name: 

2. Project approval, approval or record number: .

3. Project content and scale: .

4. The detailed address of the project location: �

5. Project investment estimate: .

6. Project schedule: .

7. Main technical standards of the project: .

Second, the scope of engineering design, stages and service content

1. Engineering design scope: ��

2. Engineering design stage: .

3. Engineering design service content: �

The scope, phases and services of the engineering design are detailed in Annex 1 of the Specific Contract Clauses.

3. Engineering design cycle

Planned start design date: year, month, month, day.

Planned completion design date: year, month, month, day.

The specific engineering design cycle is subject to the provisions of the special contract and its annexes.

Fourth, the form of the contract price and the contract price

1. Contract price form:  ;

2. The contract price is:

Chinese Yuan (uppercase) (¥ yuan).

5. The representative of the employer and the person in charge of the designer's project

Employer's Representative: .

Designer:   .

6. Composition of contract documents

This Agreement, together with the following documents, constitutes a contractual document:

(1) Special contract clauses and their annexes;

(2) General Contractual Clauses;

(3) Notice of winning the bid (if any);

(4) Tender letter and its appendices (if any);

(5) the employer's requirements;

(6) technical standards;

(7) Drawings of the previous stage provided by the employer (if any);

(8) Other contract documents.

The documents related to the contract formed during the performance of the contract shall constitute an integral part of the contract documents.

The above-mentioned contract documents include the supplements and amendments made by the parties to the contract on the contract documents, and the documents belonging to the same type of content shall be subject to the latest signature.

7. Commitment

1. The employer undertakes to perform the project approval procedures in accordance with the law, provide the design basis in accordance with the contract, and pay the contract price within the time limit and manner agreed in the contract.

2. The designer undertakes to provide engineering design services in accordance with legal and technical standards and contractual agreements.

8. Meaning of Terms

Capitalized terms in this Agreement have the same meanings as in Part II of the General Terms and Conditions.

9. Place of Signing

This contract is signed at .

10. Supplementary Agreement

For matters not covered in the contract, the parties to the contract shall sign a supplementary agreement, which shall be an integral part of the contract.

11. The contract comes into effect

This contract comes into effect.

12. Number of contracts

The original and the duplicate of this contract shall have the same legal effect, and the employer shall hold the original and copy, and the designer shall hold the original and copy.

Employer: (Seal) Designer: (Seal)

Legal representative or his authorized agent: Legal representative or his authorized agent:

(Signed) (Signed)

Organization Code:   Organization Code:  

Taxpayer Identification Number: Taxpayer Identification Number:

Address: ��

Postal code:   Postal code: �

Legal representative:   Legal representative:  

Authorized Agent:  Authorized Agent: 

Telephone: Telephone: Telephone

Fax:  Fax:                              �

E-mail: E-mail: 

Bank:  Bank: 

Account number:   Account number: 

Time: YYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYY

Part II General Contractual Clauses

1. General Conventions

1.1 Definitions and Interpretations of Terms

The following terms in the Contract Agreement, the General Terms and Conditions and the Specific Terms and Conditions shall have the meanings ascribed to them in this paragraph:

1.1.1 Contracts

1.1.1.1 Contract: refers to the documents that are binding according to the provisions of the law and agreed by the parties to the contract, and the documents constituting the contract include the contract agreement, the special contract clauses and their annexes, the general contract clauses, the notice of winning the bid (if any), the tender letter and its appendices (if any), the requirements of the employer, the technical standards, the drawings of the previous stage provided by the employer (if any) and other contract documents.

1.1.1.2 Contract Agreement: refers to the written document called "Contract Agreement" jointly signed by the employer and the designer, which constitutes a contract.

1.1.1.3 Notice of Winning Bid: refers to the written document that constitutes the contract and is notified by the employer to the designer of winning the bid.

1.1.1.4 Tender letter: refers to the document called "bid letter" that constitutes the contract and is filled in and signed by the designer for bidding.

1.1.1.5 Appendix to the Tender Letter: means the document that constitutes the contract and is attached to the Tender Letter, which is called the "Appendix to the Tender Letter".

1.1.1.6 Employer's requirements: refers to the written documents that form part of the contract documents and are required by the employer on the purpose, scope, functional requirements of the project and the scope and content of the review of the engineering design documents, also known as the design assignment.

1.1.1.7 Technical standards: refers to the national, industrial or local technical standards and requirements that the design constituting the contract shall comply with or guide the design, as well as the technical standards and requirements agreed in the contract.

1.1.1.8 Other contract documents: refer to the contractually binding documents or written agreements related to the engineering design agreed by the parties to the contract. The parties to the contract may agree in the special contract clauses.

1.1.2 Parties to the contract and other related parties

1.1.2.1 Parties to the contract: refers to the employer and/or the designer.

1.1.2.2 Employer: refers to the party who has signed the contract agreement with the designer and the legal successor who has obtained the qualification of the party.

1.1.2.3 Designer: refers to the party who has signed the contract agreement with the employer, has the corresponding engineering design qualifications and the legal successor who has obtained the qualifications of the parties.

1.1.2.4 Subcontractor: refers to a legal person with corresponding qualifications who subcontracts part of the engineering design work in accordance with the provisions of the law and the contract, and signs a subcontract with the designer.

1.1.2.5 Employer's representative: refers to the person designated by the employer to be responsible for engineering design and exercise the employer's rights within the scope of the employer's authorization.

1.1.2.6 Project leader: refers to the project host appointed by the designer to be responsible for engineering design, responsible for the performance of the contract within the scope of the designer's authorization, and has corresponding qualifications in accordance with the law.

1.1.2.7 Consortium: refers to a temporary organization in which two or more designers jointly provide engineering design services for the employer as one designer.

1.1.3 Engineering design services, information and documents

1.1.3.1 Engineering design services: refers to the services performed by the designer in accordance with the contract, including basic engineering design services and other engineering design services.

1.1.3.2 Basic engineering design services: refers to the services of the designer in the preparation of preliminary design documents (including preliminary design budget estimates) and construction drawing design documents for professional construction projects according to the entrustment of the employer, and accordingly provides services such as design technical disclosure, solving design technical problems in construction, participating in commissioning (trial operation) assessment and completion acceptance. The basic service fee is included in the design fee.

1.1.3.3 Other engineering design services: refers to the services that the employer requires the designer to provide separately and the employer shall pay separately according to the actual needs of the engineering design, including overall design services, main design coordination services, standard design and reuse design services, non-standard equipment design document preparation services, construction drawing budget preparation services, as-built drawing preparation services, etc.

1.1.3.4 Suspension of design: refers to the temporary interruption of engineering design services due to the designer's inability to perform all or part of its obligations in accordance with the contract.

1.1.3.5 Engineering design data: refers to the materials provided by the employer to the designer for the completion of the scope and content of the engineering design according to the contract. The engineering design data includes the basic data of the project and the data of the on-site obstacles. The basic information of the project includes documents, reports (such as site selection reports, resource reports, survey reports, special assessment reports, etc.), materials (such as meteorology, hydrology, geology, etc.), agreements (such as fuel, water, electricity, gas, transportation, etc.) and other basic data that have been approved, approved or filed by the relevant departments. The on-site obstacle data includes the coordinates, data and other relevant information of existing buildings, structures, cables, pipelines, protected ancient buildings, ancient trees, etc., above and below ground.

1.1.3.6 Engineering design documents: refer to the phased results and final work results provided by the designer to the employer in accordance with the contract and technical requirements, and shall adopt the carrier agreed by both parties in the contract.

1.1.4 Date and Term

1.1.4.1 Design Start Date: Includes the planned start design date and the actual start design date. The planned start design date refers to the start design date agreed in the contract agreement; The actual design commencement date refers to the design commencement date specified in the design commencement notice issued by the employer.

1.1.4.2 Design completion date: including the planned completion date and the actual completion date. The planned completion date refers to the date of completion of the design and related services as agreed in the contract agreement; The actual completion date refers to the date on which the designer delivers all or phases of the design results and provides relevant services.

1.1.4.3 Design cycle, also known as design duration: refers to the time limit required by the designer to complete the engineering design and related services as agreed in the contract agreement, including the time limit change made in accordance with the contract.

1.1.4.4 Base date: The engineering design of the bidding contract shall be based on the date of 28 days before the deadline for bidding, and the engineering design of the direct contract shall be based on the date of 28 days before the date of signing the contract.

1.1.4.5 days: Unless otherwise specified, means calendar days. If the time is calculated on a daily basis in the contract, it will not be counted on the day of commencement and will be calculated from the next day, and the deadline on the last day of the period will be 24:00 on the same day.

1.1.5 Contract Price

1.1.5.1 Contract price: refers to the total amount determined by the employer and the designer in the contract agreement.

1.1.5.2 Contract price, also known as design fee, refers to the amount used by the employer to pay the designer for completing all the work within the scope of the engineering design in accordance with the contract, including the price changes that occur in accordance with the contract during the performance of the contract.

1.1.6 Miscellaneous

1.1.6.1 Written form: refers to the form in which the contents of the contract, letter and data message (including telegram, telex, fax, electronic data interchange and e-mail) can be tangibly expressed.

1.2 Language

The contract is written, interpreted and illustrated in simplified Chinese Chinese. When the parties to a contract agree to use two or more languages in the special contract clauses, Chinese shall be the language that takes precedence in interpreting and explaining the contract.

1.3 Legal

The laws referred to in the contract refer to the laws, administrative regulations, departmental rules of the People's Republic of China, as well as local regulations, autonomous regulations, special regulations and local government rules of the place where the project is located.

The parties to the contract may stipulate other normative documents applicable to the contract in the special contract clauses.

1.4 Technical Standards

1.4.1 The current effective national standards, industry standards, local standards of the place where the project is located, as well as the corresponding norms and procedures, etc., applicable to the project, shall be stipulated in the special contract clauses if the parties to the contract have special requirements.

1.4.2 If the Contractor requests the use of foreign technical standards, the Contractor and the designer shall stipulate in the special contract clauses the name, number of copies, time and cost of the original version and the Chinese translation provider, as well as the standard to be provided.

1.4.3 If the employer's technical standards and functional requirements for the project are higher or stricter than the current national, industrial or local standards, they shall be specified in the special contract clauses. Unless otherwise agreed in the special contract clauses, it shall be deemed that the designer has fully foreseen the complexity of the aforesaid technical standards and functional requirements before signing the contract, and the design costs arising therefrom have been included in the contract price.

1.5 Order of precedence of contract documents

The documents constituting the contract shall be interpreted and illustrated by each other. Unless otherwise agreed in the terms of the special contract, the order of precedence of the interpretation contract documents is as follows:

(1) Contract agreement;

(2) special contract clauses and their annexes;

(3) General Contractual Clauses;

(4) Notice of winning the bid (if any);

(5) Tender letter and its appendices (if any);

(6) the employer's requirements;

(7) technical standards;

(8) Drawings of the previous stage provided by the employer (if any);

(9) Other contract documents.

The above-mentioned contract documents include the supplements and amendments made by the parties to the contract on the contract documents, and the documents belonging to the same type of content shall be subject to the latest signature.

The documents related to the contract formed during the performance of the contract shall form part of the contract documents, and the order of priority interpretation shall be determined according to their nature.

1.6 Contact

1.6.1 Notices, approvals, certificates, instructions, instructions, demands, requests, consents, determinations and decisions relating to the Contract shall be in writing and shall be delivered to the recipient and the place of service within the time limit agreed in the Contract.

1.6.2 The employer and the designer shall stipulate the recipient, place of delivery and e-mail address in the special contract clauses. If there is a change in the recipient or place of service or e-mail address designated by either party to the contract, the other party shall be notified in writing 3 days in advance, otherwise it shall be deemed that there has been no change.

1.6.3 The employer and the designer shall promptly sign for the correspondence delivered by the other party to the place of service and the designated recipient, and if there is sufficient evidence to prove that one party refuses to sign for the correspondence without justifiable reasons, it shall be deemed that the party refusing to sign for the correspondence agrees with the content of the correspondence.

1.7 Bribery is strictly prohibited

The parties to the contract shall not seek illegal benefits or damage the rights and interests of the other party by means of bribery or disguised bribery. If the other party suffers losses due to bribery by one of the parties to the contract, it shall compensate for the losses and bear the corresponding legal liabilities.

1.8 Confidentiality

Except as otherwise provided by law or in the contract, the designer shall not disclose the drawings, documents, and information required to be kept confidential to a third party without the consent of the employer.

Except as otherwise provided by law or in the contract, the employer shall not disclose to a third party the technical documents, technical achievements, technical secrets, and information that needs to be kept confidential provided by the designer without the consent of the designer.

The confidentiality period shall be agreed upon by the employer and the designer in the special contract clauses.

2. Employer

2.1 General Obligations of the Employer

2.1.1 The Employer shall comply with the law and handle the permits, approvals or filings handled by the Employer, including but not limited to the permits, approvals or filings of construction land planning permits and construction project planning permits.

The employer is responsible for submitting the design documents to the relevant management departments for approval at all stages of the project, and is responsible for notifying the designer in writing of the approval results. In the event that the aforesaid permit, approval or filing formalities are not completed in a timely manner due to reasons attributable to the employer, resulting in an increase in the design workload and/or an extension of the design cycle, the employer shall bear the increased design costs and/or the extended design cycle.

2.1.2 The employer shall be responsible for the coordination of all external relations of the engineering design (including but not limited to the local government authorities, etc.), and provide the necessary external conditions for the designer to perform the contract.

2.1.3 Other obligations agreed in the special contract clauses.

2.2 Representatives of the Employer

The employer shall specify in the special contract clauses the name, position, contact information and scope of authorization of the representative of the employer responsible for the engineering design. The representative of the employer is responsible for handling specific matters related to the employer during the performance of the contract within the scope of the employer's authorization. The employer shall bear legal responsibility for the acts of the employer's representative within the scope of authorization. If the employer changes the representative of the employer, it shall notify the designer in writing in advance within the time limit specified in the special contract clauses.

If the representative of the employer is unable to perform his duties and obligations in accordance with the contract, and the contract cannot continue to be performed normally, the designer may request the employer to remove or replace the representative of the employer.

2.3 Employer's Decision

2.3.1 The employer has the right to make a decision on the designer's design work, design projects and/or design documents to the extent permitted by law, and the designer shall implement the decision of the employer in accordance with the employer's decision, and issues involving the design cycle or design cost shall be handled in accordance with the provisions of Article 11 [Engineering Design Change and Claim] of this contract.

2.3.2 The employer shall make a written decision on the matters proposed by the designer within the time limit specified in the special contract clauses, and if the employer does not make a written decision within the specified time, the designer's design cycle shall be extended accordingly.

2.4 Payment of the contract price

The employer shall pay the contract price to the designer in full and in a timely manner as agreed in the contract.

2.5 Receipt of design documents

The employer shall receive the engineering design documents submitted by the designer in a timely manner as agreed in the contract.

3. Designer

3.1 General obligations of the designer

3.1.1 The designer shall comply with the mandatory provisions of the law and relevant technical standards, complete the preliminary design and construction drawing design of the professional construction project within the scope of the contract, provide engineering design documents that meet the technical standards and contract requirements, and provide construction cooperation services.

If the designer shall cooperate with the employer in handling the relevant licensing, approval or filing formalities in accordance with the provisions of the special contract, if the employer fails to go through the licensing, approval or filing formalities in a timely manner due to the designer's reasons, resulting in an increase in the design workload and/or an extension of the design cycle, the designer shall bear the responsibility for the increased design cost and/or the extension of the design cycle.

3.1.2 The designer shall complete other engineering design services agreed in the contract.

3.1.3 Other obligations agreed in the special contract clauses.

3.2 Project Leader

3.2.1 The person in charge of the project shall be the person confirmed by the parties to the contract, and specify the name, professional qualifications and grade of the project leader, the number or title of the registered practice certificate, contact information and the scope of authorization in the special contract clauses, and the project leader shall be responsible for performing the contract on behalf of the designer after being authorized by the designer.

3.2.2 If the designer needs to change the person in charge of the project, it shall notify the employer in writing in advance within the time limit agreed in the special contract clauses and obtain the written consent of the employer. The notice shall indicate the registered practice qualifications or professional title, management experience and other materials of the successor project leader, and the successor project leader shall continue to perform the duties specified in item 3.2.1. Without the written consent of the employer, the designer shall not change the person in charge of the project without authorization. If the designer changes the person in charge of the project without authorization, it shall bear the liability for breach of contract in accordance with the provisions of the special contract. If the person in charge of the designer project changes the person in charge of the project due to illness, termination or termination of labor relations with the designer, work-related injury, etc., the employer shall not refuse to replace the person in charge without justifiable reasons.

3.2.3 The employer shall have the right to notify the designer in writing to replace the project leader whom it considers to be incompetent, and the notice shall state the reasons for the replacement. The designer shall, after receiving the written notice of replacement, replace the employer within the time limit specified in the special contract clauses, and notify the employer in writing of the newly appointed project leader's registered practice qualifications or professional title, management experience and other materials. The successor project leader continues to perform the duties agreed in clause 3.2.1. If the designer refuses to replace the person in charge of the project without justifiable reasons, it shall bear the liability for breach of contract in accordance with the provisions of the special contract.

3.3 Designer

3.3.1 Unless otherwise agreed in the terms of the special contract, the designer shall, within 7 days after receiving the notice of commencement of design, submit to the employer a report on the designer's project management organization and personnel arrangements, which shall include the list of persons in charge of the professions such as process, civil engineering, equipment, etc., as well as their positions, registered practice qualifications or professional titles.

3.3.2 The designers assigned by the designer to the engineering design should be relatively stable. If there is any change in the design process, the designer shall submit a report on the change of engineering designers to the employer in a timely manner. When the designer changes the person in charge of the profession, it shall notify the employer in writing 7 days in advance, and shall obtain the written consent of the employer in addition to the situation where the person in charge of the profession is unable to perform his duties normally. The notice shall indicate the successor's registered practice qualifications or professional title, practice experience, and other materials.

3.3.3 If the employer has any objection to the qualifications or ability of the designer's main designers, the designer shall provide materials to prove that the challenged personnel have the ability to complete their job or that there is no situation questioned by the employer. If the employer requests the removal and replacement of the main designer who is unable to perform his duties and obligations in accordance with the contract, and the designer finds that the employer has reasons, it shall remove the designer. If the designer refuses to cancel or replace it without justifiable reasons, it shall bear the liability for breach of contract in accordance with the provisions of the special contract.

3.4 Design Subcontracting

3.4.1 General agreement on design subcontracting

The designer shall not subcontract all the engineering designs contracted by it to a third party, or subcontract all the engineering designs contracted by it to a third party in the name of subcontracting after dismemberment. The designer shall not subcontract the main structure of the project, the key work and the engineering design that is prohibited from subcontracting in the special contract clauses to a third party, and the scope of the main structure and key work of the project shall be specified by the parties to the contract in the special contract clauses in accordance with the provisions of the law. The designer shall not carry out illegal subcontracting.

3.4.2 Determination of design subcontracting

The designer shall carry out the subcontract and determine the subcontractor in accordance with the provisions of the special contract or with the written consent of the employer. If the subcontract is carried out in accordance with the contract or with the written consent of the employer, the designer shall ensure that the subcontractor has the corresponding qualifications and capabilities. The subcontracting of the engineering design does not reduce or exempt the responsibilities and obligations of the designer, and the designer and the subcontractor shall be jointly and severally liable to the employer for the subcontracted engineering design.

3.4.3 Design subcontract management

The designer shall, in accordance with the provisions of the special contract, submit to the employer the list of the subcontractor's main engineering designers, registered professional qualifications or professional titles, and practice experience.

3.4.4 Subcontracted engineering design fee

(1) Except as otherwise provided in subparagraph (2) of this paragraph or as otherwise agreed in the terms of the special contract, the design fee of the subcontracted project shall be settled by the designer and the subcontractor, and the employer shall not pay the subcontractor the subcontract design fee without the consent of the designer;

(2) If an effective court judgment or arbitral award requires the employer to pay the subcontractor the subcontract engineering design fee, the employer shall have the right to deduct such part of the fee from the contract price payable to the designer.

3.5 Consortiums

3.5.1 The parties to the consortium shall jointly sign a contract agreement with the employer. The parties to the consortium shall be jointly and severally liable to the employer for the performance of the contract.

3.5.2 The consortium agreement shall stipulate the division of labor among the members of the consortium, which shall be annexed to the contract after confirmation by the employer. In the course of performing the contract, the consortium agreement shall not be modified without the consent of the employer.

3.5.3 The consortium leader is responsible for contacting the employer and receiving instructions, and is responsible for organizing the consortium members to fully perform the contract.

3.5.4 The manner in which the employer pays the design fee to the consortium shall be stipulated in the special contract clauses.

4. Engineering design data

4.1 Provide engineering design information

The employer shall provide the designer with the engineering design materials necessary for the engineering design before the engineering design or at the time specified in Annex 2 of the special contract clauses, and shall be responsible for the authenticity, accuracy and completeness of the materials provided.

In accordance with the law, the employer shall provide the design materials that can only be provided after the commencement of the engineering design in a timely manner within a reasonable period of time before the corresponding engineering design documents are submitted to the employer, and the reasonable period shall be limited to the normal design of the designer.

4.2 Liability for Late Provision

If the employer submits the above-mentioned documents and materials beyond the agreed time limit, within 15 days of the agreed time limit, the designer shall extend the time for delivering the engineering design documents as agreed in this contract; When the agreed period is exceeded by 15 days, the designer has the right to re-determine the time for submitting engineering design documents. If the engineering design materials are provided within the time limit and the design workload is increased, the designer may request the employer to pay the corresponding design fee and extend the design cycle accordingly.

5. Engineering design requirements

5.1 General requirements for engineering design

5.1.1 Requirements for the Employer

The employer shall comply with the laws and technical standards, and the requirements for safety, quality, environmental protection and occupational health put forward by the employer shall comply with the provisions of the laws and technical standards, and the designer shall not be required to design in violation of the laws and technical standards for any reason. The employer encourages designers to use reliable innovative technologies and new materials.

5.1.2 Requirements for Designers

5.1.2.1 The designer shall carry out the engineering design in accordance with the mandatory provisions of the legal and technical standards and the requirements of the employer. The special standards or requirements for engineering design shall be agreed upon by the parties to the contract in the special contract clauses.

If the designer discovers that there is a problem with the engineering design materials provided by the employer, the designer shall promptly notify the employer and obtain confirmation from the employer.

5.1.2.2 Unless otherwise agreed in the contract, the laws and technical standards to be complied with by the designer to complete the design work shall be deemed to be the version applicable on the base date. If there is a major change in the aforesaid version after the benchmark date, or if there are new laws and technical standards in force, the designer shall make suggestions to the employer on the implementation of the recommended standards, and shall comply with the mandatory provisions or standards. If the employer adopts the designer's suggestion or complies with the new mandatory regulations or standards after the base date, resulting in an increase in design costs and/or an extension of the design cycle, the employer shall bear the responsibility.

5.1.2.3 The designer shall adopt the technology, process and equipment agreed in the contract in the engineering design to meet the requirements of quality, safety, energy conservation and environmental protection.

5.2 Engineering design assurance measures

5.2.1 Employer's Guarantee Measures

The employer shall complete all work related to the engineering design in accordance with the provisions of the law and the contract.

5.2.2 Designer Assurance Measures

The designer should do a good job in the quality and technical management of engineering design, establish and improve the quality assurance system of engineering design, strengthen the quality control of the whole process of engineering design, establish a complete design, review, review, countersigning and approval system of design documents, and clarify the responsible persons at each stage.

5.3 Requirements for engineering design documents

5.3.1 The preparation of engineering design documents shall comply with the mandatory provisions of laws and technical standards and the requirements of the contract.

5.3.2 The engineering design basis should be complete, accurate and reliable, the design scheme should be fully demonstrated, the calculation results should be reliable, and it should be able to be implemented.

5.3.3 The depth of the engineering design documents shall meet the requirements of the corresponding design stage of this contract, and comply with the relevant regulations currently in force in the state and the industry.

5.3.4 The engineering design documents shall ensure the safety requirements of the construction and commissioning of the project, meet the requirements of the project economy, including saving investment and reducing production costs, and reasonable layout requirements, and put forward measures to ensure the safety of construction workers and prevent production safety accidents in the engineering design documents in accordance with the relevant laws and regulations, and the safety facilities shall be designed synchronously according to the regulations.

5.3.5 The reasonable service life of professional construction projects shall be guaranteed in accordance with the requirements of laws and technical standards, and the corresponding reasonable service life shall be indicated in the engineering design documents.

5.4 Handling of unqualified engineering design documents

5.4.1 If the engineering design documents are unqualified due to the designer's reasons, the employer shall have the right to require the designer to take remedial measures until the quality standards required by the contract are met, and shall be liable in accordance with the provisions of Paragraph 14.2 [Designer's Liability for Breach of Contract].

5.4.2 If the engineering design documents are unqualified due to the reasons of the employer, the designer shall take remedial measures until the quality standards required by the contract are met, and the resulting increased design costs and/or the extension of the design cycle shall be borne by the employer.

6. Engineering design schedule and cycle

6.1 Engineering design schedule

6.1.1 Preparation of engineering design schedule

The designer shall submit the engineering design schedule in accordance with the provisions of the special contract, and the preparation of the engineering design schedule shall comply with the provisions of the law and the general engineering design practice, and the engineering design schedule shall be implemented after approval by the employer. The engineering design schedule is the basis for controlling the progress of the engineering design, and the employer has the right to check the progress of the engineering design in accordance with the key control nodes specified in the engineering design schedule.

The design cycle in the engineering design schedule shall be determined by the employer and the designer through consultation, and the time interval for the completion of the design tasks at each stage shall be clearly agreed, including the communication time between the designer and the employer during the design process at each stage, but excluding the time for the approval of the design results by the relevant government departments and the review time of the employer.

6.1.2 Revision of the engineering design schedule

If the engineering design schedule does not meet the requirements of the contract or is inconsistent with the actual progress of the engineering design, the designer shall submit a revised engineering design schedule to the employer, together with relevant measures and relevant materials. Unless otherwise agreed in the terms of the special contract, the employer shall complete the review and approval or propose amendments within 5 days after receiving the revised engineering design schedule, otherwise the employer shall be deemed to have agreed to the revised engineering design schedule submitted by the designer.

6.2 Engineering design begins

The employer shall obtain the necessary permits for the engineering design in accordance with the law. The notice of commencement of design issued by the employer shall comply with the provisions of the law, and shall generally be issued to the designer 7 days before the planned date of commencement of design, and the engineering design cycle shall be counted from the date of commencement of design specified in the notice of commencement of design.

The designer shall commence the engineering design work after receiving the engineering design materials provided by the employer and the deposit or advance payment agreed in the special contract clauses.

The commencement time of each design phase shall be calculated from the date of commencement of the design as stated in the written notice of commencement of design work issued by the employer received by the designer.

6.3 Delays in the progress of engineering design

6.3.1 The progress of the engineering design is delayed due to the reasons of the employer

In the course of contract performance, the employer causes delays in the progress of the project design in the following situations:

(1) The employer fails to provide the engineering design materials as agreed in the contract or the engineering design materials provided do not conform to the contract or there are errors or omissions;

(2) The employer fails to pay the deposit, advance payment or progress payment in full on the date agreed in the contract;

(3) The employer proposes a design change request that affects the design cycle;

(4) Other circumstances agreed in the terms of the special contract.

If the employer fails to start the design according to the planned design start date, the employer shall postpone the completion date according to the actual design start date.

Unless otherwise agreed in the terms of the special contract, the designer shall send a written notice to the employer requesting an extension within 5 days after the occurrence of the above-mentioned circumstances, and submit a detailed description of the request for extension for the employer's review within 10 days after the occurrence of the above-mentioned circumstances. Unless otherwise agreed in the terms of the special contract, the employer shall, after receiving a detailed explanation of the designer's request for an extension, conduct a review within 5 days and give a written reply to the designer on whether to extend the design cycle and the number of days of extension.

If the employer fails to reply within the agreed time limit after receiving the detailed explanation of the designer's request for extension, the extension requested by the designer shall be deemed to have been approved by the employer. If the designer fails to give notice of the request for an extension and submit the details within the time specified in this paragraph, the employer may refuse to make any decision to extend the extension.

If the above-mentioned delay in the progress of the project design of the employer leads to an increase in the design workload, the employer shall pay the corresponding design fees separately.

6.3.2 Delay in the progress of the engineering design due to the designer's reasons

If the progress of the project design is delayed due to the designer's reasons, the designer shall be liable in accordance with paragraph 14.2 [Designer's Liability for Breach of Contract]. After the designer pays the liquidated damages for the overdue completion of the engineering design, the designer shall not be exempted from the obligation to continue to complete the engineering design.

6.4 Pause Design

6.4.1 Suspension of design caused by the employer

If the design is suspended due to reasons attributable to the employer, the employer shall promptly issue instructions to suspend the design.

If the design is suspended due to reasons attributable to the employer, the employer shall bear the increased design costs and/or the extended design cycle.

6.4.2 Suspension of design caused by the designer

If the design is suspended due to reasons attributable to the designer, the designer shall send a written notice to the employer as soon as possible and be liable in accordance with Article 14.2 [Designer's Liability for Breach of Contract], and if the designer fails to resume work within 15 days after receiving the employer's instructions to resume work, it shall be deemed that the designer is unable to continue to perform the contract, and the designer shall be liable in accordance with Article 16 [Termination of Contract].

6.4.3 Suspension of design due to other reasons

When the design is suspended due to reasons not attributable to the designer, the designer shall send a written notice to the employer as soon as possible.

In the above circumstances, the designer's design services shall be suspended, and the designer's design cycle shall be extended accordingly, and the resumption of work shall be within a reasonable period of time mutually confirmed by the employer and the designer.

In the event that the circumstances stipulated in this paragraph cause the designer to increase the design workload, the employer shall separately pay the corresponding design fees.

6.4.4 Resumption of work after the design is suspended

After the design is suspended, the employer and the designer shall take effective measures to actively eliminate the impact of the design suspension. When the project meets the conditions for resumption of work, the employer shall issue a notice of resumption of work to the designer, and the designer shall resume work in accordance with the requirements of the resumption notice.

Except for the suspension of the design due to reasons attributable to the designer, the employer shall pay the corresponding design fee for the increased design workload due to the resumption of work after the designer suspends the design.

6.5 Deliver engineering design documents ahead of schedule

6.5.1 If the employer requires the designer to deliver the engineering design documents in advance, the employer shall give instructions to the designer to deliver the engineering design documents in advance, and the designer shall submit to the employer a proposal for the early delivery of the engineering design documents, which shall include the implementation plan, the shortened time, the increased contract price, etc. If the employer accepts the proposal for the early delivery of the engineering design documents, the employer and the designer shall negotiate to take measures to speed up the progress of the engineering design and revise the engineering design schedule, and the resulting increased design costs shall be borne by the employer. If the designer believes that the instructions for the early delivery of the engineering design documents cannot be executed, it shall submit a written objection to the employer, and the employer shall reply within 7 days after receiving the objection. Under no circumstances shall the employer compress the reasonable design period.

6.5.2 If the employer requires the designer to deliver the engineering design documents in advance, or the designer proposes to deliver the engineering design documents in advance, which can bring benefits to the employer, the parties to the contract may stipulate in the special contract clauses that the reward for the early delivery of the engineering design documents will be provided.

7. Delivery of engineering design documents

7.1 The content of the delivery of engineering design documents

7.1.1 Engineering design drawings and design descriptions.

7.1.2 The employer may require the designer to submit an electronic version of the design document in the specific form agreed in the special contract clauses.

7.2 Methods of delivery of engineering design documents

The designer delivers the engineering design documents to the employer, and the employer shall issue a written receipt, including the name of the drawing, the content of the drawing, the form of the drawing, the number of copies, the date of submission and receipt, and the signatures of the submitter and the recipient.

7.3 The time and number of copies of the engineering design documents delivered

The name, timing and number of copies of the engineering design documents to be delivered are specified in Annex 3 of the Specific Contract Clauses.

8. Review of engineering design documents

8.1 The designer's engineering design documents shall be submitted to the employer for review and approval. The scope and content of the review shall be stipulated in the requirements of the employer. The specific standards of the review shall comply with the provisions of the law, the requirements of the technical standards and the provisions of this contract.

Unless otherwise agreed on the time limit in the special contract clauses, the period for the employer to review the designer's engineering design documents shall not exceed 15 days from the date on which the employer receives the designer's engineering design documents and the designer's notice.

If the employer disagrees with the engineering design documents, it shall notify the designer in writing and explain the specific content that does not meet the requirements of the contract. The designer shall, according to the written instructions of the employer, revise the engineering design documents and resubmit them to the employer for review, and the review period shall start again.

If, upon the expiration of the review period stipulated in the contract, the employer does not make a review conclusion or raise any objection, it shall be deemed that the designer's engineering design documents have been agreed by the employer.

8.2 If the designer's engineering design documents do not need to be reviewed or approved by the relevant government departments, the designer shall revise them in strict accordance with the engineering design documents reviewed and approved by the employer, and if the employer's modification opinions exceed or change the employer's requirements, the employer shall pay the designer a separate fee in accordance with the provisions of Article 11 [Engineering Design Changes and Claims].

8.3 Project (if the design documents need to be reviewed or approved by the relevant government departments, the employer shall, after reviewing and agreeing to the designer's engineering design documents, submit the engineering design documents to the relevant government departments within the time limit agreed in the special contract clauses, and the designer shall assist.

If it is not necessary to revise the employer's requirements for the review opinions of the relevant government departments, the designer shall revise the designer's engineering design documents in accordance with the review opinions; If it is necessary to revise the employer's requirements, the employer shall re-submit the employer's requirements, the designer shall revise the designer's engineering design documents according to the new employer's requirements, and the employer shall pay the designer a separate fee in accordance with the provisions of Article 11 [Engineering Design Changes and Claims].

8.4 If the employer needs to organize a review meeting to review the engineering design documents, the form and timing of the review meeting shall be stipulated in the special contract clauses. The employer shall be responsible for organizing the review meeting of the engineering design documents, and shall bear the cost of the meeting and the cost of the review meeting attended by the employer's superior units and relevant government departments.

The designer shall submit the engineering design documents to the employer in accordance with Article 7 [delivery of engineering design documents], and shall have the obligation to participate in the design review meeting organized by the employer, introduce, answer and explain the engineering design documents to the examiner, and provide relevant supplementary information.

The employer is obliged to provide the designer with the approval documents and minutes of the design review meeting. The designer has the obligation to modify, supplement and improve the engineering design documents in accordance with the documents and minutes approved by the relevant design review meeting, and in accordance with the contract and relevant technical standards.

8.5 If the designer fails to submit the engineering design documents to the employer within the time agreed in Article 7 [Delivery of Engineering Design Documents] due to reasons attributable to the designer, resulting in the inability to carry out the review of the engineering design documents or the failure to proceed on time, resulting in the extension of the design period, the loss of labor and the increase in costs of the employer, the designer shall be liable in accordance with the provisions of Paragraph 14.2 [Liability for Breach of Contract by the Designer].

The employer shall bear the extension of the design cycle, the loss of work and the increased costs of the designer, resulting in the failure to carry out the review of engineering design documents or the failure to proceed on time due to reasons attributable to the employer.

8.6 If the engineering design documents are unqualified due to the designer's reasons and the engineering design documents cannot be approved, the employer has the right to require the designer to take remedial measures until the quality standards required by the contract are met, and shall be liable in accordance with Clause 14.2 [Designer's Liability for Breach of Contract].

If the engineering design documents are unqualified due to the employer's reasons, resulting in the failure to pass the examination of the engineering design documents, the employer shall bear the increased design costs and/or extended design cycles.

8.7 The review of engineering design documents does not reduce or exempt the designer's responsibilities in accordance with the law.

9. Construction site cooperation service

9.1 Unless otherwise agreed in the terms of the special contract, the employer shall provide convenient conditions for the staff sent by the designer to the site in terms of work, life and transportation.

9.2 The designer shall provide design technical disclosure, solve design technical problems in construction, and participate in commissioning (trial operation) assessment and completion acceptance services. If the employer still requires the designer to be responsible for the above-mentioned work beyond the time limit for construction site services agreed in the special contract clauses, the employer shall pay the designer a separate service fee according to the required workload.

10. Contract Price and Payment

10.1 Composition of the Contract Price

The employer and the designer shall clearly stipulate in Annex 6 of the special contract terms the specific amount of each component of the contract price, mainly including:

(1) The cost of basic services for engineering design;

(2) Other service fees for engineering design;

(3) The corresponding expenses for all work done for the employer by the designer that the employer has agreed to or accepted or used before the contract is signed.

10.2 Form of Contract Price

The employer and the designer shall choose one of the following forms of contract price in the contract agreement:

(1) Unit price contract

The unit price contract refers to the construction engineering design contract in which the parties to the contract agree to calculate, adjust and confirm the contract price in a manner agreed by both parties to the unit price per square meter of construction area (including above-ground construction area and underground construction area) or a certain proportion of the actual total investment, and the contract unit price will not be adjusted within the agreed range. The parties to the contract shall stipulate in the special contract clauses the scope of risk included in the unit price and the method of calculating the risk fee, and agree on the method of adjusting the contract price outside the scope of risk.

(2) Lump sum contract

A lump sum contract refers to a construction engineering design contract in which the parties to the contract agree to calculate, adjust and confirm the contract price based on the engineering design documents and relevant conditions of the previous stage provided by the employer, and the total contract price shall not be adjusted within the agreed scope. The parties to the contract shall stipulate in the special contract clauses the scope of risk included in the total price and the method of calculating the risk fee, and agree on the method of adjusting the contract price beyond the scope of risk.

(3) Other forms of price

The parties to the contract may agree on other forms of contract price in the special contract clauses.

10.3 Deposits or Advances

10.3.1 Proportion of deposit or advance payment

The percentage of the deposit should not exceed 20% of the total contract price. The proportion of the advance payment shall be determined by the employer and the designer through negotiation, and shall generally not be less than 20% of the total contract price.

10.3.2 Payment of Deposit or Advance Payment

The payment of the deposit or advance payment shall be carried out in accordance with the terms of the special contract, but at the latest shall be paid within the period agreed in the terms of the special contract before the date of commencement of design specified in the notice of commencement of design.

If the employer fails to pay the deposit or advance payment beyond the time limit stipulated in the special contract clauses, the designer has the right to send a reminder notice to the employer requesting the payment of the deposit or advance payment, and if the employer fails to pay the deposit or advance payment within 7 days after receiving the notice, the designer has the right not to start the design work or suspend the design work.

10.4 Progress Payment

10.4.1 The employer shall pay the progress payment to the designer in a timely manner in accordance with the payment terms agreed in Appendix 6 of the special contract clauses.

10.4.2 Amendments to Progress Payments

If errors, omissions or duplications are found in the summary and review of the progress payment paid, both the employer and the designer have the right to apply for amendment. Amendments agreed to by the employer and the designer shall be paid or deducted from the next progress payment.

10.5 Settlement and payment of the contract price

10.5.1 For a contract in the form of a fixed lump sum, the employer shall pay the balance in a timely manner in accordance with Appendix 6 of the Special Contract Clauses.

10.5.2 For a contract in the form of a fixed unit price, the employer and the designer shall settle the engineering design fee in a timely manner in accordance with the settlement method agreed in Appendix 6 of the special contract clauses, and pay the unpaid amount to the designer in a lump sum.

10.5.3 For other forms of price, it shall also be settled and paid in a timely manner according to the provisions of the special contract.

10.6 Payment Accounts

The employer shall pay the contract price to the designer's account as agreed in the contract agreement.

11. Engineering Design Changes and Claims

11.1 The employer shall provide written requirements to the designer to change the content, scale, function and conditions of the engineering design, and the designer shall change the engineering design in accordance with the requirements of the employer on the premise that it does not violate the provisions of the law and the mandatory provisions of the technical standards.

11.2 If the employer changes the content, scale, function and conditions of the engineering design, or there are errors or major modifications due to the design materials submitted, the employer shall pay the designer an additional design fee according to the amount of work consumed by the designer, and the designer may negotiate with the employer to make mutually acceptable modifications to the contract price and/or completion time in accordance with the provisions of this clause and Annex 7 of the special contract clauses.

11.3 In the event that the design work of the designer is reduced due to a change in the complexity or nature of the project due to a change requested by the employer, the employer may negotiate with the designer to make mutually acceptable modifications to the contract price and/or completion time in accordance with the provisions of this Agreement and Annex 7 to the special contract clauses.

11.4 After the base date, the employer shall bear the additional design costs and/or extended design cycles after the promulgation and amendment of the mandatory provisions of laws and technical standards related to engineering design services.

11.5 In the event that the designer considers that there is a reason to request an increase in the contract price or an extension of the design period, the designer shall notify the employer in writing within 5 days after the occurrence of the event, unless otherwise agreed in the special contract clauses. Unless otherwise agreed in the special contract clause on the time limit, within 10 days after the occurrence of the event, the designer shall provide the employer with a written statement evidencing the designer's requirements, including the designer's detailed calculation of the changes in the contract price and the design cycle caused by the event. Unless otherwise agreed in the terms of the special contract, the employer shall give a written reply within 5 days after receiving the written statement of the designer. If the employer fails to reply within the time limit, it shall be deemed that the employer agrees to the designer's request to increase the contract price or extend the design cycle.

12. Professional Indemnity and Insurance

12.1 The Designer shall use all reasonable professional skills and experience to perform its duties and obligations under this Contract with due diligence and diligence in accordance with generally accepted professional standards.

12.2 Unless otherwise agreed in the special contract clauses, the designer shall have the engineering design liability insurance approved by the employer and required for the performance of this contract and keep it valid during the contract liability period.

12.3 The engineering design liability insurance shall bear the liability for the material loss of the construction project itself and the personal injury or death, property loss or expense of a third party caused by the project quality accident caused by the negligence or negligence of the designer.

13. Intellectual Property

13.1 Unless otherwise agreed in the special contract clauses, the copyright of the drawings provided by the employer to the designer, the technical specifications prepared or commissioned by the employer for the implementation of the project, and the documents reflecting the requirements of the employer or other similar nature belong to the employer, and the designer may copy and use such documents for the purpose of the contract, but shall not be used for other matters unrelated to the contract. Without the written consent of the employer, the designer shall not copy, use or provide the above documents to any third party for purposes other than the contract.

13.2 Unless otherwise agreed in the special contract clauses, the copyright of the documents prepared by the designer for the implementation of the project belongs to the designer, and the employer may copy and use such documents for the purpose of operation, commissioning, maintenance, transformation and other purposes of the implementation of the project, but shall not modify or use them for other matters unrelated to the contract without authorization. Without the written consent of the designer, the employer shall not copy, use or provide the above documents to any third party for purposes other than the contract.

13.3 The parties to the contract guarantee that they will not infringe the intellectual property rights of the other party or third parties in the performance of the contract. The designer's liability arising from the infringement of others' patent rights or other intellectual property rights shall be borne by the designer when designing the project; If the infringement is caused by the basic materials provided by the employer, the employer shall be liable.

13.4 Each party to the contract has the right to publish the text and picture materials of the project in print or other publications for their own publicity purposes, or when applying for awards, without prejudice to the interests of the other party and the confidentiality agreement.

13.5 Unless otherwise agreed in the terms of the special contract, the royalties for the patents and know-how used by the designer before and at the time of signing the contract shall be included in the contract price.

14. Liability for Breach of Agreement

14.1 Employer's Liability for Breach of Contract

14.1.1 After the contract comes into effect, if the employer requests to terminate or rescind the contract due to reasons other than the designer, and the designer does not start the design work, the deposit paid by the employer shall not be refunded or the employer shall pay liquidated damages to the designer in accordance with the provisions of the special contract; If the design work has already begun, the employer shall calculate the design fee according to the actual amount of work completed by the designer, and if the completed workload is less than half, the design fee shall be paid at half of the design fee at that stage; If more than half of the design fee is exceeded, the design fee shall be paid in full according to the design fee at that stage.

14.1.2 If the employer fails to pay the design fee to the designer in accordance with the amount and time limit agreed in Appendix 6 of the special contract clauses, it shall pay liquidated damages to the designer in accordance with the provisions of the special contract. If the deadline exceeds 15 days, the designer has the right to notify the employer in writing to suspend the design work. If the employer pays the corresponding fees within 15 days from the date of suspension of the design work, the designer shall resume the design work in a timely manner according to the employer's requirements; If the employer pays the corresponding fees more than 15 days after the date of suspension of the design work, the designer has the right to determine the time for resuming the design work, and the design period shall be extended accordingly.

14.1.3 If the employer's superior or the design approval department does not examine and approve the design documents or the construction of this contract is suspended or delayed, the employer shall settle and pay the design fee to the designer within 15 days from the date of occurrence of the event in accordance with Article 16 [Termination of Contract].

14.1.4 If the employer uses the designer's design documents for projects other than the project or gives them to a third party for use without authorization, it shall bear the corresponding legal liabilities and compensate the designer for the losses suffered thereby.

14.2 Liability for breach of contract by the designer

14.2.1 After the contract comes into effect, if the designer requests to terminate or rescind the contract due to its own reasons, the designer shall return double the amount of the deposit paid by the employer to the employer or the designer shall pay liquidated damages to the employer in accordance with the provisions of the special contract.

14.2.2 If the designer fails to deliver the engineering design documents within the time agreed in Appendix 3 of the special contract clauses due to the designer's reasons, the employer shall pay liquidated damages to the employer in accordance with the provisions of the special contract, and the aforesaid liquidated damages may be deducted from the design fee payable by the employer after confirmation by both parties.

14.2.3 The designer shall be responsible for amending or supplementing the omissions or errors in the engineering design documents. In the event of a project quality accident or other accident caused by a design problem caused by the designer, the designer shall, in addition to taking remedial measures, be liable to the employer for compensation through the construction project design liability insurance or pay compensation to the employer according to the terms of the special contract according to the degree of direct economic loss.

14.2.4 If the designer subcontracts the engineering design without the consent of the employer, the employer has the right to require the designer to terminate the design subcontract without the consent of the employer, and the designer shall bear the liability for breach of contract in accordance with the provisions of the special contract.

15. Force Majeure

15.1 Confirmation of Force Majeure

Force majeure refers to natural disasters and social emergencies that are unforeseeable by the parties to the contract at the time of signing the contract and are unavoidable and insurmountable during the performance of the contract, such as earthquakes, tsunamis, plagues, riots, martial law, riots, wars and other circumstances agreed in the special contract clauses.

After the occurrence of force majeure, the employer and the designer shall collect evidence to prove the occurrence of force majeure and the losses caused by force majeure, and promptly and carefully count the losses caused. In the event of a dispute between the parties to the contract as to whether it is a force majeure force majeure or its loss, it shall be handled in accordance with the provisions of Article 17 [Dispute Resolution].

15.2 Notice of Force Majeure

When a party to a contract encounters a force majeure event that hinders its performance of its obligations under the contract, it shall immediately notify the other party to the contract, explain in writing the details of the force majeure and obstruction, and provide the necessary proof within a reasonable period of time.

If the force majeure continues, one party to the contract shall submit an interim report to the other party to the contract in a timely manner, explaining the force majeure and the obstruction of the performance of the contract, and submit the final report and relevant materials within 28 days after the end of the force majeure event.

15.3 Assumption of Force Majeure Consequences

The consequences and losses caused by force majeure shall be borne by the parties to the contract in accordance with the provisions of the law and the contract. The engineering design completed before the occurrence of force majeure shall be paid in accordance with the contract.

After the occurrence of force majeure, both parties to the contract shall take measures to avoid and reduce the expansion of losses as much as possible, and if any party fails to take effective measures to cause the expansion of losses, it shall be liable for the expanded losses.

If a party to the contract encounters force majeure during the period of delay in performance due to the delay in performing its contractual obligations, it shall not be exempted from liability for breach of contract.

16. Termination of Contract

16.1 The employer and the designer may terminate the contract if they reach an agreement through consultation.

16.2 One or both of the parties to a contract may terminate the contract under any of the following circumstances:

(1) If there are major quality problems in the designer's engineering design documents, and after being urged by the employer, the employer still fails to meet the current national depth requirements or the design quality requirements agreed in the contract after being revised within a reasonable period of time, the employer may terminate the contract;

(2) If the employer fails to pay the design fee as agreed in the contract, and fails to pay the design fee within 30 days after being urged by the designer, the designer may terminate the contract;

(3) The suspension period of design has exceeded 180 consecutive days, unless otherwise agreed in the terms of the special contract;

(4) The contract cannot be performed due to force majeure;

(5) The actual performance of the contract is impossible or unnecessary due to the breach of contract by one party;

(6) Due to major changes in the conditions of the project, the contract cannot be continued to be performed.

16.3 If either party needs to terminate the contract for any reason, it shall notify the other party in writing 30 days in advance, and shall reach an agreement and form a written agreement on the remaining issues in the contract.

16.4 After the termination of the contract, the employer shall, in addition to paying the design fee for the completed work to the designer as stipulated in Clause 14.1.1 and the time limit agreed in the special contract clauses, pay the designer the increased design fee due to the termination of the contract due to reasons not attributable to the designer, and the breaching party shall bear the corresponding liability for breach of contract.

17. Dispute Resolution

17.1 Settlement

The parties to the contract may settle the dispute on their own, and if they reach an agreement on self-settlement, it shall be signed and sealed by both parties as a supplementary document to the contract, and both parties shall comply with it.

17.2 Mediation

The parties to the contract may request the relevant administrative departments, industry associations or other third parties to mediate the dispute, and if an agreement is reached through mediation, it shall be signed and sealed by both parties as a supplementary document to the contract, and both parties shall comply with it.

17.3 Dispute Review

The parties to the contract shall agree in the special contract clauses to adopt the dispute review method to resolve the dispute and the review rules, and implement them in accordance with the following agreements:

17.3.1 Determination of the Dispute Review Panel

The parties to the contract may jointly select one or three dispute assessors to form a dispute review panel. Unless otherwise agreed in the special contract clauses, the parties to the contract shall select the dispute assessor within 28 days after the contract is signed, or within 14 days after the dispute arises.

If a dispute assessor is selected, it shall be jointly determined by the parties to the contract; If three dispute assessors are selected, one shall be selected for each, and the third member shall be the chief dispute assessor, which shall be jointly determined by the parties to the contract or jointly determined by the selected dispute assessor entrusted by the parties to the contract, or the third chief dispute assessor shall be appointed by the review agency agreed in the special contract clauses.

Unless otherwise agreed in the terms of the special contract, half of the costs incurred in the review shall be borne by the employer and the designer.

17.3.2 DRB Decision

The parties to the contract may, at any time, jointly refer any dispute relating to the contract to the Dispute Review Panel for review. The dispute review team shall uphold the principles of objectivity and impartiality, fully listen to the opinions of the parties to the contract, and make a written decision within 14 days after receiving the dispute review application report in accordance with relevant laws, technical standards, industry practices, etc., and explain the reasons. The parties to the contract may separately agree on this matter in the special contract clauses.

17.3.3 Effect of the DRB Decision

The written decision made by the Dispute Review Panel shall be binding on both parties after it has been signed and confirmed by the parties to the contract, and both parties shall comply with it.

If either party does not accept or comply with the decision of the DRB, the parties may choose to use other means of dispute resolution.

17.4 Arbitration or Litigation

In the event of a dispute arising from the contract and contract-related matters, the parties to the contract may agree on one of the following methods in the special contract clauses:

(1) Apply to the agreed arbitration commission for arbitration;

(2) Filing a lawsuit with a people's court with jurisdiction.

17.5 Effect of Dispute Resolution Provisions

The terms of the contract related to dispute resolution exist independently, and the modification, rescission, termination, invalidity or revocation of the contract shall not affect its validity.

Part III Specific Contract Clauses

1. General Conventions

1.1 Definitions and Interpretations of Terms

1.1.1 Contracts

1.1.1.8 Other contract documents include:  

 。

1.3 Legal

Other normative documents applicable to the contract: 

 。

1.4 Technical Standards

1.4.1 The technical standards applicable to the project include:  

    。

1.4.2 Providers of original versions and Chinese translations of foreign technical standards:

 ；

Provide the name of the foreign technical standard:

 ；

Number of copies of foreign technical standards provided:

 ；

Time to provide foreign technical standards:

 ；

The cost of providing foreign technical standards is borne by:

 。

1.4.3 The employer's special requirements for the technical standards and functional requirements of the project:

    。

1.5 Order of precedence of contract documents

The composition and priority order of the contract documents are:                                 

1.6 Contact

1.6.1 The employer and the designer shall deliver written letters such as notices, approvals, certificates, instructions, instructions, requirements, requests, consents, determinations and decisions related to the contract to the other party within one day.

1.6.2 Contact information of the employer and the designer

The place where the employer receives the documents:                       �

The recipient designated by the employer is:                    

The contact telephone number and fax number designated by the employer:   ;

E-mail address designated by the employer: .

The place where the designer receives the documents:                 

The receiver designated by the designer is:                 

The contact telephone number and fax number designated by the designer:   ;

E-mail address specified by the designer: .

1.8 Confidentiality

Confidentiality Period: .

2. Employer

2.1 General Obligations of the Employer

2.1.3 Other obligations of the employer:

2.2 Representatives of the Employer

Employer's representative

Name:                            

ID number:                         ��

Position: ��

Contact number:                             �

E-mail:                    ��

通信地址：   。

The scope of the employer's authorization to the employer's representative is as follows:  



 。

If the employer changes the representative of the employer, it shall notify the designer in writing one day in advance.

2.3 Employer's Decision

2.3.2 The employer shall make a written decision on the matters proposed by the designer in writing within  days.

3. Designer

3.1 General obligations of the designer

3.1.1 The designer (required/not) cooperates with the employer in handling the relevant licensing, approval or filing procedures.

3.1.3 Other obligations of the designer:

 。

3.2 Project Leader

3.2.1 Project Leader

Name: 

Qualifications and grades:                        

Registration certificate number:                         

Contact number:                          

E-mail:                        

通信地址：   ；

The scope of the designer's authorization to the project leader is as follows:  

 。

3.2.2 If the designer changes the person in charge of the project, he shall notify the employer in writing one day in advance.

Liability for breach of contract if the designer replaces the project leader without authorization: 

   

 。

3.2.3 The designer shall replace the person in charge of the project within days after receiving the written notice of replacement.

Liability for breach of contract if the designer refuses to replace the project leader without justifiable reasons:

  。

3.3 Designer

3.3.1 The time limit for the designer to submit the report of the project management organization and personnel arrangement:

 。

3.3.3 Liability for breach of contract by the designer who refuses to remove the main designer without justifiable reasons:

 

 。

3.4 Design Subcontracting

3.4.1 General agreement on design subcontracting

Projects that are prohibited from design subcontracting include: 

 。

The main structure and the scope of key work: 

。

3.4.2 Determination of design subcontracting

Professional works that are allowed to be subcontracted include: 

 。

Other agreements on subcontracting:

 。

3.4.3 The information on the subcontractor submitted by the designer to the employer includes:

 。

3.4.4 Payment method of subcontracted engineering design fee:

 。

3.5 Consortiums

3.5.4 The method of payment of the design fee by the employer to the consortium:

 。

5. Engineering design requirements

5.1 General requirements for engineering design

5.1.2.1 Special standards or requirements for engineering design:

。

5.1.2.2 Technical standards applicable to engineering design:

5.3 Requirements for engineering design documents

5.3.3 Depth of engineering design documents:

 。

5.3.5 Reasonable service life of the project:

 。

6. Engineering design schedule and cycle

6.1 Engineering design schedule

6.1.1 Preparation of engineering design schedule

The time for submission of the engineering design schedule agreed by the parties to the contract:

 。

The contents of the engineering design schedule agreed by the parties to the contract shall include:

 。

6.1.2 Revision of the engineering design schedule

The time limit for the employer to confirm or propose amendments after receiving the engineering design schedule:

6.3 Delays in the progress of engineering design

6.3.1 The progress of the engineering design is delayed due to the reasons of the employer

(4) Other circumstances in which the progress of the project design is delayed due to reasons attributable to the employer:

。

The designer shall send a written notice of request for an extension to the employer within days of the occurrence of the schedule delay, and submit a detailed description of the request for an extension within a few days after the occurrence of such a situation.

After receiving the detailed explanation requested by the designer, the employer shall conduct a review and reply in writing within days.

6.5 Deliver engineering design documents ahead of schedule

6.5.2 Incentives for early delivery of engineering design documents:

7. Delivery of engineering design documents

7.1 The content of the delivery of engineering design documents

7.1.2 The specific form in which the employer requires the designer to submit the electronic version of the design documents is as follows:

8. Review of engineering design documents

8.1 The time limit for the employer to review the designer's design documents shall not exceed one day.

8.3 The employer shall, within days after reviewing and agreeing to the designer's engineering design documents, submit the engineering design documents to the relevant government departments.

8.4 Engineering design review form and time arrangement:



 。

9. Construction site cooperation service

9.1 The contents of the facilitation conditions provided by the employer to the staff sent to the site by the designer include:

9.2 The designer shall provide construction site cooperation services within the time after the delivery of the construction drawing design documents and the examination and qualification.

10. Contract Price and Payment

10.2 Form of Contract Price

(1) Unit price contract

Scope of risk included in the unit price:

。

How the Exposure Fee is calculated:

。

How to adjust the contract price outside the risk range:

。

(2) Lump sum contract

Scope of risk included in the total price:

。

How the Exposure Fee is calculated:

。

How to adjust the contract price outside the risk range:

。

(3) Other forms of price:

。

10.3 Deposits or Advances

10.3.1 Proportion of deposit or advance payment

Proportion of the deposit or proportion of the advance payment.

10.3.2 Payment of Deposit or Advance Payment

The deposit or advance payment shall be made at the latest no later than the date of commencement of the design as stated in the notice of commencement of design.

11. Engineering Design Changes and Claims

11.5 The designer shall notify the employer in writing within days after the occurrence of the request for an increase in the contract price or an extension of the design period that it believes that there are grounds for it.

The designer shall, within days after the occurrence of the matter, provide the employer with a written statement proving the designer's requirements.

The employer shall give a written reply within days after receiving the written statement from the designer.

12. Professional Indemnity and Insurance

12.2 The designer (required/not required) has engineering design liability insurance approved by the employer.

13. Intellectual Property

13.1 Regarding the ownership of the copyright of the drawings provided by the employer to the designer, the technical specifications prepared or commissioned by the employer for the implementation of the project, and the documents reflecting the employer's requirements on the contract or other similar natures.

Requirements regarding restrictions on the use of the above-mentioned documents provided by the employer:

 。

13.2 Ownership of copyright in documents prepared by the designer for the implementation of the project:

     。

Requirements for the use of the above-mentioned documents provided by the designer:  

    。

13.5 How to bear the royalties of patents and know-how used by the designer in the design process:

14. Liability for Breach of Agreement

14.1 Employer's Liability for Breach of Contract

14.1.1 The employer shall pay the designer liquidated damages:

14.1.2 Liquidated damages for late payment of design fee by the employer:

 。

14.2 Liability for breach of contract by the designer

14.2.1 The designer shall pay liquidated damages to the employer:

14.2.2 Liquidated damages for the designer's late delivery of engineering design documents:

 。

The upper limit of liquidated damages for the designer's late delivery of engineering design documents:

 。

14.2.3 The upper limit of the damages for the failure of the designer's design documents:

 。

14.2.4 Liability for breach of contract if the designer subcontracts the engineering design without the consent of the employer:

。

15. Force Majeure

15.1 Confirmation of Force Majeure

Except for force majeure events stipulated in the General Contract Clauses, other circumstances that are deemed to be force majeure:

16. Termination of Contract

16.2 The contract may be terminated under any of the following circumstances:

(3) The suspension period has exceeded several consecutive days.

16.4 The time limit for the employer to pay the design fee for the completed work to the designer is within one day.

17. Dispute Resolution

17.3 Dispute Review

Whether the parties to the contract agree to refer the project dispute to the Dispute Review Panel for a decision to:

。

17.3.1 Determination of the Dispute Review Panel

Determination of the Dispute Review Panel Members:

Time limit for selecting a dispute reviewer: .

How to bear the costs incurred in the review: .

Agreements on Other Matters:

17.3.2 DRB Decision

Agreement of the parties to the contract on this matter:

17.4 Arbitration or Litigation

Disputes arising from contracts and contract-related matters shall be resolved in the following ways:

(1) Apply to the Arbitration Commission for arbitration;

(2) Filing a lawsuit with the people's court.

18. Other (if not, fill "none")

。

Annex:

Appendix 1: Engineering Design Scope, Phases and Service Content

Appendix 2: List of relevant information and documents submitted by the employer to the designer

Appendix 3: Catalogue of engineering design documents delivered by the designer to the employer

Appendix 4: List of Designers and Main Designers

Appendix 5: Design schedule

Appendix 6: Details of design fees and payment methods

Appendix 7: Billing basis and methodology for design changes

Appendix 1:

Engineering scope, phases and services

First, the scope of the project design

Second, the engineering design stage division

There are four stages: preliminary (foundation) design, non-standard equipment design (if any), construction drawing design and construction coordination.

Third, the service content of each stage

1. Preliminary (foundational) design stage

2. Non-standard equipment design stage (if any)

3. Construction drawing design stage

4. Construction coordination stage (including design technology disclosure, solving design technical problems in construction, participating in test run (trial operation) assessment and completion acceptance)

Appendix 2:

A list of relevant information and documents submitted by the employer to the designer

serial number	Name of information and document	Number of servings	Date of submission	related matters
1	Project initiation report and approval documents	1 each	Preliminary design started 3 days ago
2	The employer's requirements are the design task book (including specific requirements for technology, civil engineering, equipment and other specialties)	1	Preliminary design started 3 days ago
3	Site selection report, land use agreement, building redline map, building nail pile map	1 each	Preliminary design started 3 days ago
4	Planning submissions from local planning authorities	1	Preliminary design started 3 days ago
5	Detailed geological survey report on natural resources, meteorological conditions, topography, hydrology and engineering	1 each	Preliminary design started 3 days ago
6	Approval opinions of the competent authorities at each stage	1 each	The next stage of design will be provided 3 days before the start of the previous stage of approval
7	Preliminary design confirmation form (including non-standard equipment design drawings and commencement order)	1	3 days before the start of construction drawing design
8	Non-standard equipment design confirmation form (including construction drawing design commencement order)	1	3 days before the start of construction drawing design
9	Electronic version of the topographic map (1/500) of the project location and regional location map	1	3 days before the start of construction drawing design
10	Transportation, raw materials, external water supply, drainage, power supply, telecommunications, etc. location, elevation, coordinates, pipe diameter or capacity	1	Preliminary design started 3 days ago
11	Other design information	1	3 days before the start of each design phase
12	Completion acceptance report	1	Within 5 days after the completion and acceptance of the project

(The content of the above table is for reference only, and the employer and designer shall list them in detail according to the characteristics of the industry and the specific situation of the project)

Appendix 3:

The directory of engineering design documents delivered by the designer to the employer

serial number	Name of information and document	Number of servings	Date of submission	related matters
1	Preliminary (foundation) design documents	sky
2	Non-standard equipment design documents	sky
3	Construction drawing design documents	sky

Special Appointments:

1. Calculate the design time of each stage on the premise that the design information provided by the employer (including the design confirmation form, the approval of the planning department, the approval of the government department, etc.) can meet the design requirements of the designer for each stage of design.

2. The above design time does not include statutory holidays.

3. Place of delivery of drawings: the place where the designer works (or the place designated by the employer). When the employer requires the designer to provide an electronic version of the design document, the designer has the right to take protective measures such as encryption, setting access rights, and using the electronic version of the design document within a time limit.

4. If the employer requires more engineering design documents than agreed in the contract, the designer shall still provide them according to the requirements of the employer, but the employer shall pay the cost of production to the designer.

Appendix 4:

Designer main designer table

Name	name	office	Registered practising qualifications or titles	Major projects undertaken
1. Headquarters personnel
Project Leader
Other personnel
2. Members of the project team
Project Leader
project Deputy Principal
Craft specialization Head
Civil Engineering Major Head
Equipment professional Head
Other majors Head

Annex 5:

Design schedules

Annex 6:

Details of the design fee and payment method

1. Total design fee:

2. Composition of the total design fee:

1. Basic service cost of engineering design: fixed total price:

Fixed unit price (actual investment amount× rate %)

2. Other service fees for engineering design:

3. The cost of the work completed by the designer before the contract is signed:

4. Special Agreements:

(1) The basic service fee of engineering design includes the travel expenses of the designer to the construction site

The next day, no more than 2 days per person each time; Long-term on-site design, site representation and on-site service fees are not included.

(2) The expenses (including round-trip air tickets, airport construction fees, transportation expenses, accommodation expenses, insurance premiums, etc.) and labor costs incurred in going to the project site on the next day beyond the above agreed days shall be paid separately by the employer. Among them, the labor cost payment standard is . (It is recommended to refer to the annual per capita output value of the unit to determine the labor cost standard)

(3) Others:

3. Detailed calculation table of design fee

Fourth, the design fee payment method

1. Within 7 days after the effective date of this contract, the employer shall pay % of the total design fee to the designer as a deposit or advance payment, calculated as a yuan, and after the completion of the performance of the design contract, the deposit or advance payment shall be offset as part of the design fee.

2. Within days after the designer submits the preliminary design documents to the employer, the employer shall pay 20% of the total design fee to the designer, which is calculated as RMB.

3. Within days after the designer submits the design documents of the main non-standard equipment to the employer, the employer shall pay 15% of the total design fee to the designer, which is calculated as RMB.

4. Within 7 days after the designer submits the construction drawing design documents to the employer, the employer shall pay 30% of the total design fee to the designer, which is calculated as yuan.

5. Within 7 days after the completion of the test run (trial operation) assessment, the employer shall pay 10% of the total design fee to the designer, which is calculated as yuan.

6. Within 7 days after the completion and acceptance of the project, the employer shall pay all the remaining design fees to the designer, totaling yuan.

Note: The above payment methods are for the reference of the employer and the designer.

Annex 7 :

Design the basis and method of billing for changes