业主咨询工程师协议书白皮书英文版

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2023FIDIC白皮书(雇主-咨询工程师服务协议通用条件)中英文全套

2023FIDIC白皮书（雇主－咨询工程师服务协议通用条件）中英文2023修订版FIDIC白皮书（2017版雇主－咨询工程师服务协议通用条件）CLENT / CONSULTANT MODEL SERVICES AGREEMENT FIDICFIDIC在2017年发布第五版白皮书（雇主－咨询工程师服务协议），于2022年又发布修订勘误，对原文修订勘误11处，其中完全替换或新增4个条款。

为了便于读者区别原2017版和修订版，我们用红色字体表示修订后的内容，用蓝色字体做注释。

修订版部分章节示例如下：2.1.2 The Client accepts responsibility for and acknowledges that the Consultant will rely on the accuracy, sufficiency and consistency of all the information provided by the Client or by others onbehalf of the Client. The Consultant shall use reasonable endeavours to review all significant information provided to it by the Client or by others on behalf of the Client within a reasonable time of receipt. To the extent achievable using the standard of care in Sub-Clause 3.3.1 [Standard of Care], the Consultant shall review such information with a view to ensuring that such information does not contain any manifest error , omission or ambiguity and shall give Notice to the Client promptly of any adverse findings.第2.1.2条：仅将第六行中的" Standard of Care "改为" standard of care "。

FIDIC白皮书《业主及咨询工程师标准服务协议书》第三版解读

FIDIC白皮书《业主/咨询工程师标准服务协议书》（第三版）解读国际咨询工程师联合会（Fédération lnternationale Des lngénieurs Conseils，法文缩写FIDIC），中文音译为“菲迪克”；其英文名称是International Federation of Consulting Engineers；指国际咨询工程师联合会这一独立的国际组织；于1913年由欧洲3国（比利时、法国和瑞士）独立的咨询工程师协会在比利时根特成立。

FIDIC是国际上最有权威的被世界银行认可的咨询工程师组织。

FIDIC白皮书（第三版）解读之一FIDIC白皮书《业主/咨询工程师标准服务协议书》（CLIENT/CONSULTANT MODEL SERVICES AGREEMENT）是用于业主与咨询工程师（单位）签订服务协议的标准文本。

笔者以1998年第三版（1979年、1990年分别第一版和第二版）为例聊一聊白皮书的相关话题。

本文主要聊一聊咨询工程师的服务范围（Scopce of Services）。

咨询工程师通过招投标从业主（Client）取得服务标的，不同于承包商从雇主（Employer）取得的工程建设标的（关于为何在白皮书中用Client而不用Employer暂不作详细解析，分别译成“业主”和“雇主”以作区分）。

该服务标的主要是要求咨询工程师依靠自身的专业技术或经验公平地作出决定或提供智力方案，不需其提供用于工程项目的材料、设备等。

咨询工程师要提供三种服务，即正常服务（Normal Services）、附加服务（Additional Services）和额外服务（Exceptional Services）。

那么如何来界定或区分上述三种服务呢？●正常服务是指双方通过谈判最终达成一致后在本协议附件A（Appendix A）中载明的服务；●附加服务是附加于正常服务（additional to Normal Services）的服务。

咨询服务协议范本英文版

编号：_____________AGREEMENT ON CONSULTINGSERVICESContractor：________________________Client：___________________________签订日期：_______年______月______日1. *** (hereafter called Contractor) agrees to provide the following products and services to the Iceberg *** (hereafter called Client): A. Information gathering: Contractor will review the following information compiled by Client:1). information on attendance at past events2). samples of past promotional pieces and any recent press coverage3). samples of past membership flyers4). financial information from the past three or four years Contractor will also inquire into the availability of any recent market studies on the *** area done by the city government or other groups working on the ***'s economic development.Contractor will also confer by phone with the part-time coordinator and two or three Client board members to get their view of the issues facing Client.B. Member survey: Contractor will design a one-page membership survey. Client will be responsible for duplicating the survey， sending it out to the membership and tallying the responses.C. Contractor will design a "community leader interview" format. Client's board members will call on community leaders and conduct interviews. Contractor will summarize the finding and merge them with the survey responses， giving Client a written report on how it is perceived by members and community， and what people think it should be doing.D. Contractor will travel to Iceberg for a one-day stay to meet for halfa day with Client's board to discuss:1). the survey findings， Client's audiences or "publics"， Client's "position" in the community， the "messages" that Client wants to communicate to people， past promotional efforts and possible changes to make in the future.2). the management training needs of Client's staff， board and committee chairs. Contractor will present a format to use in writing job descriptions and teach Client how to use it. The group will also develop an organizational chart for Client， identifying the various committees，board officers， committee chairs and others with particular management responsibilities.3). Client's fundraising needs and opportunities. Contractor will explore how much Client wants to raise， and what Client is willing to do to raise it， including Client's membership program， grant opportunities and the possibility of more individual fundraising.E. Before leaving， Contractor will give some "homework" assignments to Client. They would likely include preparation of some job descriptions and a clear annual fundraising goal.F. Contractor will write:1) a regular promotional schedule based on the goals identified at the meeting above2) a review of Client's job descriptions with suggested revisions3) recommended management training opportunities4) if feasible， an annual calendar of management tasks5) recommendations for raising more contributionsThis work will be completed no later than December 31， 1999， and will be conducted by Contractors' agent， Edmund E. Expert.It is understood that circumstances arising during the consulting project may require the activities described above to be replaced with other activities of an equivalent value. Such changes will be based on mutual agreement of both parties， which may be recorded as an addendum to this agreement， or as a letter from one party to the other.2. Client agrees to:A. participate as requested in consulting activities. This includes calling meetings， providing meeting sites and amenities， and providing information requested by Contractor. Client's entire board will be involved in this process， not just the coordinator. Client will also be asked to duplicate， distribute and tally the results of a membership survey， to conduct communicate leader interviews and to complete the homework assignments.B. pay Contractor a fee not to exceed $1，405，000 plus expenses. Expenses to be billed include travel ($.25 per mile for auto travel)， lodging and meals while in Iceberg， long-distance phone calls， and any copying and。

FIDIC合同条件概述+合同范本+通用条款解释

FIDIC合同条件概述“FIDIC”一词是国际咨询工程师联合会（法文FEDERATION INTERNATIONALE DESINGENIEURS - CONSEILS）的缩写。

FIDIC条件的标准文本由英语写成。

FIDIC合同条件第一版由国际咨询工程师联合会于1957年颁布，1963年FIDIC合同条件第二版、1977年FIDIC合同条件第三版、1987年FIDIC合同条件第四版相继问世。

目前使用的国际咨询工程师联合会（FIDIC）编制的《业主/咨询工程师标准服务协议书》、《设计－建造与交钥匙工程合同条件》、《电气与机械工程合同条件》、《土木工程施工合同条件》、《土木工程施工分包合同条件》一般分为协议书、通用（标准）条件和专用特殊条件等三大部分。

（一）FIDIC业主/咨询工程师标准服务协议书条件（白皮书）FIDIC业主/咨询工程师标准服务协议书条件由协议书、标准条件（第一部分）、特殊应用条件（第二部分）等组成，计44条。

并通过业主/咨询工程师标准服务协议书应用指南加以具体指导。

业主/咨询工程师标准服务协议书应用指南由第一章引言、第二章白皮书——第一部分和第二部分（计44条）、第三章白皮书——附加讨论、第四章附件A——服务范围、第五章附件B——业主提供的职员、设备、设施和其他人员的服务、第六章附件C——报酬和支付、第七章授权范围及其制定等组成。

（二）FIDIC设计－建造与交钥匙工程合同条件（橘皮书）FIDIC设计－建造与交钥匙工程合同条件包括：第一部分——通用条件：(1)合同；(2)雇主；(3)雇主代表；(4)承包商；(5)设计；(6)职员与劳工；(7)工程设备、材料和工艺；(8)开工、延误和暂停；(9)竣工检验；(10)雇主的接收；(11)竣工后的检验；(12)缺陷责任；(13)合同价格与支付；(14)变更；(15)承包商的违约；(16)雇主的违约；(17)风险和责任；(18)保险；(19)不可抗力；(20)索赔、争端与仲裁。

白皮书英文版FIDIC业主咨询工程师标准服务协议书条

咨询服务协议书范本英文版最新

咨询服务协议书范本英文版最新Consultancy Service AgreementThis Agreement is entered into on [insert date] (the "Effective Date") by and between [insert name] (the "Consultant"), with its registered office at [insert address], and [insert name] (the "Client"), with its registered office at [insert address].WHEREAS, the Client wishes to retain the services of the Consultant to provide legal advice and consultancy services in accordance with the terms and conditions of this Agreement.NOW, THEREFORE, the parties agree as follows:1. Consultancy ServicesThe Consultant shall provide the Client with legal advice and consultancy services as requested by the Client from time to time during the term of this Agreement. Such services shall be described in writing by the Consultant and agreed to by the Client prior to the Consultant's commencement of work.2. Payment and ExpensesThe Client shall pay the Consultant for the services rendered in accordance with the terms and conditions as agreed to by the Consultant and the Client. The Consultant shall provide detailed invoices to the Client at the end of each month.The Consultant shall be reimbursed for all reasonable and necessary expenses incurred in connection with the performance of the services, including, but not limited to, travel, lodging, meals, and photocopying expenses. Such expenses must bepre-approved by the Client in writing prior to their incurred by the Consultant.3. ConfidentialityThe Consultant agrees to hold in strict confidence all confidential information belonging to the Client and not to disclose such information to any third party, except as required by law or court order. The Client shall have the right to use any work product produced by the Consultant during the term of this Agreement.4. Intellectual PropertyAll intellectual property rights, including but not limited to copyright, patents, know-how, and trade secrets, created or developed by the Consultant during the term of this Agreement shall be the sole property of the Client.5. TerminationEither party may terminate this Agreement at any time, with or without cause, by giving written notice to the other party. Upon termination, the Consultant shall immediately cease providing services to the Client, and the Client shall pay all amounts owed to the Consultant up to the date of termination.6. Governing Law and JurisdictionThis Agreement and any disputes arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China. Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with the CIETAC Arbitration Rules in effect at the time of applying for arbitration. The arbitration shall be conducted in Beijing, China. The language of the arbitration shall be English.7. Entire AgreementThis Agreement represents the entire understanding between the parties regarding the subject matter hereof and supersedes all prior negotiations, discussions, agreements, and understandings between the parties. This Agreement may not be amended or modified except in writing executed by both parties.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.[insert name] [insert name]Consultant ClientBy: __________________ By: __________________Name:________________ Name: _______________Title:___________________ Title: _________________。

咨询服务协议书范本英文版

咨询服务协议书范本英文版Consultation Service AgreementThis Consultation Service Agreement (the "Agreement") is entered into on ____ (date) by and between ____(company name), with a principal place of business at _______ (address), referred to as "Consultant," and ____(client name), with a principal place of business at _______ (address), referred to as "Client."WHEREAS, Consultant is a professional legal firm providing legal consultation services to clients; andWHEREAS, Client desires to retain Consultant's services for legal consultation purposes.NOW THEREFORE, the parties agree as follows:1. Basic InformationConsultant:Address:Phone:Email:Client:Address:Phone:Email:2. Identity of PartiesConsultant: a professional legal firm with expertise in legal consultation services.Client: a company desiring legal consultation services and retaining Consultant's services.3. Scope of ServicesConsultant will provide legal consultation services to Client as requested in writing by the Client. These services will be provided in accordance with the terms and conditions of this Agreement.4. PerformanceConsultant shall perform its services in a professional and diligent manner, using its best efforts to ensure that its services meet or exceed Client's expectations.Client agrees to provide necessary information, documents and materials as requested by Consultant in a timely manner.5. TermThis Agreement shall commence on the date first written above and shall continue until ______ (termination date), unlessextended by mutual written agreement of the parties. Either party may terminate this Agreement with written notice.6. PaymentClient agrees to pay Consultant for services in accordance with the fees and payment schedule agreed upon by the parties and outlined in a separate fee agreement.7. ConfidentialityConsultant shall maintain the confidentiality of any information received from Client in connection with their services, and shall not disclose such information to any third party without Client's consent, unless required by law.8. Compliance with LawsConsultant agrees to comply with all relevant laws and regulations in providing its services to Client.9. Intellectual PropertyAny intellectual property developed by Consultant in connection with the provision of services to Client shall remain the property of Consultant, unless otherwise agreed in writing by the parties.10. Limitation of LiabilityConsultant's liability under this Agreement shall be limited to the amount paid by Client for Consultant's services. Consultantshall not be liable for any indirect, incidental, consequential or punitive damages arising from Client's use of its services.11. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China.12. Dispute ResolutionAny disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the parties. If the parties are unable to resolve the dispute through negotiations, such dispute shall be submitted to mediation under the China International Economic and Trade Arbitration Commission (CIETAC) mediation rules.13. NoticesAny notices or other communications required under this Agreement shall be in writing and delivered to the other party at the address set forth above, by personal delivery, email, or certified mail.14. Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements or representations, whether oral or written, relating to such subject matter.15. AmendmentsThis Agreement may only be amended or modified in writing signed by both parties.16. Legal EffectivenessThis Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.17. ExecutionThis Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.[Signature Page Follows]CONSULTANT: CLIENT:__________________________________________________[Name] [Name][Title] [Title]Date: ________________________ Date:_______________________。

(完整版)(白皮书英文版)FIDIC业主咨询工程师标准服务协议书条件

FIDIC,CLIENT/CONSULTANT MODEL SERVICES AGREEMENT(“White Book”)Third Edition, 1998CONTENTSAGREEMENTGENERAL CONDITIONSDEFINITIONS AND INTERPRETATION1. Definitions2. InterpretationOBLIGATIONS OF THE CONSULTANT3. Scope of Services4. Normal, Additional and Exceptional Services5. Duty of Care and Exercise of Authority6. Client's PropertyOBLIGATIONS OF THE CLIENT7. Information8. Decisions9. Assistance10. Equipment and Facilities11. Client's Personnel12. Services of OthersPERSONNEL13. Supply of Personnel14. Representatives15. Changes in PersonnelLIABILITY AND INSURANCE16. Liability between the Parties16.1 Liability of the Consultant16.2 Liability of the Client16.3 Compensation17. Duration of Liability18. Limit of Compensation and Indemnity18.1 Limit of Compensation18.2 Indemnity18.3 Exceptions19. Insurance for Liability and Indemnity20. Insurance of Client's PropertyCOMMENCEMENT, COMPLETION, ALTERATION AND TERMINATION OF THE AGREEMENT21. Agreement Effective22. Commencement and Completion23. Variation24. Further Proposals25. Delays26. Changed Circumstances27. Abandonment, Suspension or Termination27.1 By Notice of the Client27.2 By Notice of the Consultant28. Exceptional Services29. Rights and Liabilities of PartiesPAYMENT30. Payment to the Consultant31. Time for Payment32. Currency of Payment33. Third Party Charges on the Consultant34. Disputed Invoices35. Independent AuditGENERAL PROVISIONS36. Languages and Law37. Changes in Legislation38. Assignment and Sub-Contracts39. Copyright40. Conflict of Interest/Corruption and Fraud41. Notices42. PublicationSETTLEMENT OF DISPUTES43. Amicable Dispute Resolution43.1 Attempt to Resolve43.2 Referral to Mediator43.3 Appointment of Mediator43.4 Agreement of Program43.5 Written Agreement to be Binding43.6 Non-binding Opinion43.7 Costs of Mediation43.8 Failure of Mediation44. ArbitrationPARTICULAR CONDITIONSA. References from Clauses in the General ConditionsB. Additional ClausesAPPENDICESA. Scope of ServicesB. Personnel, Equipment, Facilities and Services of Others to be Provided by the ClientC. Remuneration and PaymentAGREEMENTThis Agreement made the ______________ day of ___________, ____ between__________________________________________________________________of ________________________________________________________________(hereinafter called "the Client") of the one partand _______________________________________________________________of ________________________________________________________________(hereinafter called "the Consultant") of the other part.WHEREAS the Client desires that certain Services should be performed by the Consultant, namely________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________and has accepted a proposal by the Consultant for the performance of such Services.NOW THIS AGREEMENT WITNESSETH AS FOLLOWS1. In this Agreement words and expressions shall have the same meanings as are respectivelyassigned to them in the Conditions of the Client/Consultant Model Services Agreement hereinafter referred to.2. The following documents shall be deemed to form and be read and construed as part of thisAgreement, namely:(a) The Letter of Acceptance;(b) The Conditions of the Client/Consultant Model Services Agreement (General Conditionsand Particular Conditions)(c) The Appendices, namely:Appendix A - Scope of ServicesAppendix B - Personnel, Equipment, Facilities and Services of Others to be Providedby the ClientAppendix C - Remuneration and Payment3. In consideration of the payments to be made by the Client to the Consultant as hereinaftermentioned the Consultant hereby agrees with the Client to perform the Services in conformity with the provisions of the Agreement.4. The Client hereby agrees to pay the Consultant in consideration of the performance of the Servicessuch amounts as may become payable under the provisions of the Agreement at the times and inthe manner prescribed by the Agreement.In Witness whereof the parties hereto have caused this Agreement to be executed the day and year first before written in accordance with their respective laws.Authorized signature(s) of Client___________________________________________________________In the presence of:Name: ______________________________________________________ Signature: ____________________________________________________ Address: _____________________________________________________Authorized signature(s) of Consultant___________________________________________________________ In the presence of:Name: ______________________________________________________ Signature: ____________________________________________________ Address: _____________________________________________________CONDITIONS OF THE CLIENT/CONSULTANTMODEL SERVICES AGREEMENTGENERAL CONDITIONSDEFINITIONS AND INTERPRETATION1. DEFINITIONSThe following words and expressions shall have the meanings assigned to them except where thecontext otherwise requires:(i) “Project” means the project named in the Particular Conditions for which the Works areto be provided.(ii) “Services” means the services to be performed by the Consultant in accordance with the Agreement and comprise Normal Services, Additional Services and Exceptional Services.(iii) “Works” means the permanent works to be executed (including the goods and equipment to be supplied to the Client) for the achievement of the Project.(iv) “Client” means the party named in the Agreement, who employs the Consultant, and legal successors to the Client and permitted assignees.(v) “Consultant” means the party named in the Agreement, who is employed as anindependent professional firm by the Client to perform the Services, and legal successorsto the Consultant and permitted assignees.(vi) “party” and “parties” means the Client and the Consultant and “third party” means any other person or entity as the context requires.(vii) “Agreement” means the Conditions comprising t he Conditions of the Client/Consultant Model Services Agreement (General Conditions and Particular Conditions) together withAppendix A (Scope of Services), Appendix B (Personnel, Equipment, Facilities andServices of Others to be Provided by the Client), Appendix C (Remuneration andPayment), Letter of Acceptance and Formal Agreement if completed, or otherwise asspecified in the Particular Conditions.(viii) “day” means the period between any one midnight and the next.(ix) “month” means a period of one month according to the Gregorian calendar commencing with any day of the month.(x) “Local Currency” (LC) means the currency of the country where the Project is located and “Foreign Currency” (FC) means any other currency.(xi) “Agreed compensation” mea ns additional sums as defined in the Particular Conditions which are payable under the Agreement.2. INTERPRETATION(i) The headings in the Agreement shall not be used in its interpretation.(ii) The singular includes the plural, the masculine includes the feminine, and vice-versa where the context requires.(iii) If there is conflict between provisions of the Agreement, the last to be writtenchronologically shall prevail, unless otherwise specified in the Particular Conditions.OBLIGATIONS OF THE CONSULTANT3. SCOPE OF SERVICESThe Consultant shall perform Services relating to the Project. The Scope of the Services is statedin Appendix A.4. NORMAL, ADDITIONAL AND EXCEPTIONAL SERVICES(i) Normal Services are those described as such in Articles A.2 and A.3 of Appendix A.(ii) Additional Services are those described as such in Appendix A or which by written agreement of the parties are otherwise additional to Normal Services.(iii) Exceptional Services are those which are not Normal or Additional Services but which are necessarily performed by the Consultant in accordance with Clause 28.5. DUTY OF CARE AND EXERCISE OF AUTHORITY(i) The Consultant shall exercise reasonable skill, care and diligence in the performance ofhis obligations under the Agreement.(ii) Where the Services include the exercise of powers or performance of duties authorized or required by the terms of a contract between the Client and any third party, the Consultantshall:(a) act in accordance with the contract provided that the details of such powers andduties are acceptable to him where they are not described in Appendix A.(b) if authorized to certify, decide or exercise discretion, do so fairly between theClient and third party not as an arbitrator but as an independent professional actsby his skill and judgment.(c) if so authorized vary the obligations of any third party, subject to obtaining theprior approval of the Client to any variation which can have an important effecton costs or quality or time (except in any emergency when the Consultant shallinform the Client as soon as practicable).6. CLIENT'S PROPERTYAnything supplied by or paid for by the Client for the use of the Consultant shall be the property of the Client and where practicable shall be so marked. When the Services are completed orterminated, the Consultant shall furnish inventories to the Client of what has not been consumed in the performance of the Services and shall deliver it as directed by the Client. Such delivery shallbe regarded as an Additional Service.OBLIGATIONS OF THE CLIENT7. INFORMATIONThe Client shall so as not to delay the Services and within a reasonable time give to the Consultant free of cost all information in his power to obtain which may pertain to the Services.8. DECISIONSOn all matters properly referred to him in writing by the Consultant the Client shall give hisdecision in writing so as not to delay the Services and within a reasonable time.9. ASSISTANCEIn the country of the Project and in respect of the Consultant, his personnel and dependents, as the case may be, the Client shall do all in his power to assist in:(i) the provision of documents necessary for entry, residence, work and exit;(ii) providing unobstructed access wherever it is required for the Services;(iii) import, export and custom clearance of personal effects and of goods required for the Services;(iv) their repatriation in emergencies;(v) the provision of the authorities necessary to permit the import of foreign currency by the Consultant for the Services and by his personnel for their personal use and to permit theexport of money earned in the performance of the Services;(vi) providing access to other organizations for collection of information which is to be obtained by the Consultant.10. EQUIPMENT AND FACILITIESThe Client shall make available, free of cost, to the Consultant for the purpose of the Services the equipment and facilities described in Appendix B.11. CLIENT’S PERSONNELIn consultation with the Consultant, the Client shall at his cost arrange for the selection andprovision of personnel in his employment to the Consultant in accordance with Appendix B. Inconnection with the Services such personnel shall take instructions only from the Consultant. 12. SERVICES OF OTHERSThe Client shall at his cost arrange for the provision of services from others as described inAppendix B, and the Consultant shall co-operate with the suppliers of such services but shall notbe responsible for them or their performance.PERSONNEL13. SUPPLY OF PERSONNELThe personnel who are sent by the Consultant to work in the country of the Project shall have been physically examined and found fit for their assignments, and their qualifications shall be acceptable to the Client.The personnel to be supplied by the Client in accordance with Clause 11 shall be acceptable to the Consultant.If the Client cannot supply Client’s personnel or services of others for which he is responsible and it is agreed to be necessary for the satisfactory performance of the Services, the Consultant shallarrange for its supply as an Additional Service.14. REPRESENTATIVESFor the administration of the Agreement, each party shall designate the official or individual to be his representative.If required by the Client, the Consultant shall designate an individual to liaise with the Client’srepresentative in the country of the Project.15. CHANGES IN PERSONNELIf it is necessary to replace any person, the party responsible for the appointment shall immediately arrange for replacement by a person of comparable competence.The cost of such replacement shall be borne by the party responsible for the appointment exceptthat if the replacement is requested by the other party,(i) such request shall be in writing stating the reason for it, and(ii) the party making the request shall bear the cost of replacement unless misconduct or inability to perform satisfactorily is established as the reason.LIABILITY AND INSURANCE16. LIABILITY BETWEEN THE PARTIES16.1 Liability of the Consultant.The Consultant shall only be liable to pay compensation to the Client arising out of or inconnection with the Agreement if a breach of Article 5.1 is established against him.16.2 Liability of the Client.The Client shall be liable to the Consultant if a breach of his duty to the Consultant is establishedagainst the Client.16.3 Compensation.If it is established that either party is liable to the other, compensation shall be payable only on the following terms:(i) Such compensation shall be limited to the amount of reasonably foreseeable loss anddamage suffered as a result of such breaches, but not otherwise.(ii) In any event, the amount of such compensation will be limited to the amount specified in Clause 18.1.(iii) If either party is considered to be liable jointly with third parties to the other, theproportion of compensation payable by him shall be limited to that proportion of liabilitywhich is attributable to his breach.17. DURATION OF LIABILITYNeither the Client nor the Consultant shall be considered liable for any loss or damage resultingfrom any occurrence unless a claim is formally made on him before the expiry of the relevantperiod stated in the Particular Conditions, or such earlier date as may be prescribed by law.18. LIMIT OF COMPENSATION AND INDEMNITY18.1Limit of Compensation.The maximum amount of compensation payable by either party to the other in respect of liabilityunder Clause 16 is limited to the amount stated in the Particular Conditions. This limit is withoutprejudice to any Agreed Compensation specified under Clause 31(ii) or otherwise imposed by the Agreement.Each party agrees to waive all claims against the other insofar as the aggregate of compensationwhich might otherwise be payable exceeds the maximum amount payable.If either party makes a claim for compensation against the other party and this is not establishedthe claimant shall entirely reimburse the other for his costs incurred as a result of the claim.18.2Indemnity.So far as the applicable law permits, the Client shall indemnify the Consultant against the adverseeffects of all claims including such claims by third parties which arise out of or in connection with the Agreement:(i) except insofar as they are covered by the insurance arranged under the terms of Clause 19.(ii) made after the expiry of the period of liability referred to in Clause 17.18.3 Exceptions.Clauses 18.1 and 18.2 do not apply to claims arising:(i) from deliberate default or reckless misconduct, or(ii) otherwise than in connection with the performance of obligation under the Agreement. 19. INSURANCE FOR LIABILITY AND INDEMNITYThe Client can request in writing that the Consultant(i) insures against his liability under Clause 16.1,(ii) increases his insurance against liability under Clause 16.1 over that for which he was insured at the date of the Client’s first invitation to him for a proposal of the services, (iii) insures against public/third party liability,(iv) increases his insurance against public/third party liability over that for which he was insured at the date of the Client’s first invitation to him for a proposal for the services, (v) effects other insurances.If so requested, the Consultant shall make all reasonable efforts to effect such insurance orincrease in insurance with an insurer and on terms acceptable to the Client.The cost of such insurance or increase in insurance shall be at the expense of the Client.20. INSURAN CE OF CLIENT’S PROPERTYUnless otherwise requested by the Client in writing the Consultant shall make all reasonable efforts to insure on terms acceptable to the Client:(i) against loss or damage to the property of the Client supplied or paid for under Clause 6.(ii) against liabilities arising out of the use of such property.The cost of such insurance shall be at the expense of the Client.COMMENCEMENT. COMPLETION. ALTERATIONAND TERMINATION OF THE AGREEMENT21. AGREEMENT EFFECTIVEThe Agreemen t is effective as of the date of receipt by the Consultant of the Client’s Letter ofAcceptance of the Consultant’s proposal or of the latest signature necessary to complete theFormal Agreement, if any, whichever is the later.22. COMMENCEMENT AND COMPLETIONThe Services shall be commenced and completed at the times or within the periods stated in theParticular Conditions subject to extensions in accordance with the Agreement.23. VARIATIONSThe Agreement can be varied on application by either party by written agreement of the parties. 24. FURTHER PROPOSALSIf requested by the Client in writing, the Consultant shall submit proposals for altering the Services.The preparation and submission of such proposals shall be an Additional Service.25. DELAYSIf the Services are impeded or delayed by the Client or his contractors so as to increase the amount or duration of the Services:(i) The Consultant shall inform the Client of the circumstances and probable effects.(ii) The increase shall be regarded as Additional Services.(iii) The time for completion of the Services shall be increased accordingly.26. CHANGED CIRCUMSTANCESIf circumstances arise for which the Consultant is not responsible and which make it irresponsible for him to perform in whole or in part the Services in accordance with the Agreement he shallpromptly dispatch a notice to the Client.In these circumstances if certain Services have to be suspended, the time for their completion shall be extended until the circumstances no longer apply plus a reasonable period not exceeding 42days for resumption of them.If the speed of performing certain Services has to be reduced, the time for their completion shall be extended as may be made necessary by the circumstances.27. ABANDONMENT, SUSPENSION OR TERMINATION27.1 By Notice of the Client(i) The Client may suspend all or part of the Services or terminate the Agreement by noticeof at least fifty-six (56) days to the Consultant who shall immediately make arrangementsto stop the Services and minimize expenditure.(ii) If the Client considers that the Consultant is without good reason not discharging his obligations he can inform the Consultant by notice stating the grounds for the notice. If asatisfactory reply is not received within twenty-one days the Client can by a further noticeterminate the Agreement provided that such further notice is given within thirty 35 daysof the Client's former notice.27.2 By Notice of the ConsultantAfter giving at least 14 days’ notice to th e Client, the Consultant can by further notice of at least 42 days terminate the Agreement, or at his discretion without prejudice to the right to terminate cansuspend or continue suspension of performance of the whole or part of the Services.(i) when 28 days after the due date for payment of an invoice he has not received payment ofthat port of it which has not by that time been contested in writing, or(ii) when Services have been suspended under either Clause 26 or Clause 27.1 and the period of suspension has exceeded 182 days.28. EXCEPTIONAL SERVICESUpon the occurrence of circumstances described in Clause 26 or abandonment or suspension orresumption of Services or upon termination of the Agreement otherwise than under the provisions of Clause 27.1(ii) any necessary work or expense by the Consultant extra to the Normal andAdditional Services shall be regarded as Exceptional Services.The performance of Exceptional Services shall entitle the Consultant to extra time necessary fortheir performance and to payment for performing them.29. RIGHTS AND LIABILITIES OF PARTIESTermination of the Agreement shall not prejudice or affect the accrued rights or claims andliabilities of the parties.After termination of the Agreement, the provisions of Article 15 shall remain in force.PAYMENT30. PAYMENT TO THE CONSULTANT(i) The Client shall pay the Consultant for Normal Services in accordance with theConditions and with the details stated in Appendix C, and shall pay for AdditionalServices at rates and prices which are given in or based on those in Appendix C so far asthey are applicable, but otherwise as are agreed in accordance with Clause 23.(ii) Unless otherwise agreed in writing the Client shall pay the Consultant in respect of Exceptional Services:(a) as for Additional Services for extra time spent by the Consultant's personnel inthe performance of the Services,(b) the net cost of all extra expense incurred by the Consultant.31. TIME FOR PAYMENT(i) Amounts due to the Consultant shall be paid promptly.(ii) If the Consultant does not receive payment within the time stated in the Particular Conditions he shall be paid Agreed Compensation at the rate defined in the ParticularConditions compounded monthly on the sum overdue and in its currency reckoned fromthe due date for payment of the invoice. Such Agreed Compensation shall not affect therights of the Consultant stated in Clause 27.232. CURRENCY OF PAYMENT(i) The currency applicable to the Agreement is that stated in Particular Conditions.Where payment is to be made in other currencies it shall be computed at rates ofexchange as defined in the Particular Conditions and paid net without deductions. Unlessotherwise specified in Appendix C, the Client warrants that the Consultant can transferabroad promptly all Local and Foreign Currency amounts in connection with performanceof the Services which are received by him in the Client’s country.(ii) If at the date of the Agreement or during the performance of the Services the conditions in the Client’s country are such as may contrary to the Agreement either(a) prevent or delay the transfer abroad of local or Foreign Currency paymentsreceived by the Consultant in the Client’s country, orb) restrict the availabilit y or use of Foreign Currency in the Client’s country, or(c) impose taxes or differential rates of exchange for the transfer from abroad ofForeign Currency into the Client’s country by the Consultant for Local currencyexpenditure and subsequent retransfer abroad of Local Currency up to the sameamount such as to inhibit the Consultant in the performance of the Services or toresult in financial disadvantage to him,the Client warranty that such shall be deemed circumstances justifying the applicable ofClause 26 if alternative financial arrangements are not made to the satisfaction of theConsultant.33. THIRD PARTY CHARGES ON THE CONSULTANTExcept where specified in the Particular Conditions or Appendix C(i) the Client shall whenever possible arrange that exemption is granted to the Consultant andthose of his personnel who are not normally resident in the country of the Project fromany payments required by the Government or authorized third parties in that countrywhich arise form this Agreement in respect of:(a) their remuneration(b) their imported goods other than food and drink(c) goods imported for the Services(d) documents.(ii) whenever the Client is unsuccessful in arranging such exemption he shall reimburse the Consultant for such payments properly made.(iii) provided that the goods when no longer required for the purpose of the Services and not the property of the Client(a) shall not be disposed of in the country of the Project without the Client’sapproval(b) shall not be exported without payment to the Client of any refund or rebaterecoverable and received from the Government or authorized third parties.34. DISPUTED INVOICESIf any item or part of an item in an invoice submitted by the Consultant is contested by the Client, the Client shall give prompt notice with reasons and shall not delay payment on the remainder ofthe invoice. Sub-clause (ii) of Clause 31 shall apply to all contested amounts which are finallydetermined to have been payable to the Consultant.35. INDEPENDENT AUDITThe Consultant shall maintain up-to-date records which clearly identify relevant time and expense.Except where the Agreement provides for lump sum payments, not later than twelve months afterthe completion or termination of the Services, the Client can at notice of not less than 7 daysrequire that a reputable firm of accountants nominated by him audit any amount claimed by theConsultant by attending during normal working hours at the office where the records aremaintained.GENERAL PROVISIONS36. LANGUAGES AND LAWIn the Particular Conditions there is stated the language or languages of the Agreement, the ruling language and the law to which the Agreement is subject.37. CHANGES IN LEGISLATIONIf after the date of the Agreement the cost or duration of the Services is altered as a result ofchanges in or additions to the regulations in any country in which the Services are to be performed except that of the Consultant's principal place of business stated in the Particular Conditions theagreed remuneration and time for completion shall be adjusted accordingly.38. ASSIGNMENT AND SUB-CONTRACTS(i) The Consultant shall not without the written consent of the Client assign the benefits fromthe Agreement other than money.(ii) Neither the Client nor the Consultant shall assign obligations under the Agreement without the written consent of the other party.(iii) The Consultant shall not without the written consent of the Client initiate or terminate any sub-contract for performance of all or part of the Services.39. COPYRIGHTThe Consultant retains copyright of all documents prepared by him. The Client shall be entitled to use them or copy them only for the Works and the purpose for which they are intended, and neednot obtain the Consultant's permission to copy for such use.40. CONFLICT OF INTEREST/CORRUPTION AND FRAUDNotwithstanding any penalties that may be enforced against the Consultant under the law of thecountry of the project, or of other jurisdictions, the Client will be entitled to terminate theAgreement in accordance with Clause 27.1(ii) and the Consultant shall be deemed to havebreached Clause 5(i), if it is shown that the Consultant is guilty of:(i) offering, giving, receiving or soliciting anything of value with a view to influencing thebehavior or action of anyone, whether a public official or otherwise, directly or indirectlyin the selection process or in the conduct of the Agreement; or(ii) misrepresentation of facts in order to influence a selection process or the execution of a contract to the detriment of the Client, including the use of collusive practices intended tostifle or reduce the benefits of free and open competition.41. NOTICESNotices under the Agreement shall be in writing and will take effect from receipt at the addressesstated in the Particular Conditions. Delivery can be by hand or facsim9ile message against awritten confirmation of receipt or by registered letter or by telex subsequently confirmed by letter.。

咨询服务协议范本英文版

咨询服务协议范本英文版Consulting Service AgreementThis Consulting Service Agreement ("Agreement") is made and entered into as of [Date] (the "Effective Date") by and between [Company Name], with its principal place of business at [Address] (the "Client"), and [Consultant Name], with its principal place of business at [Address] (the "Consultant").1. Scope of Services1.1 The Consultant agrees to provide consulting services to the Client as outlined in Exhibit A (the "Services").1.2 The Services may include, but are not limited to, providing advice and guidance on [Specify Services in Detail].1.3 The Consultant shall perform the Services with reasonable care, skill, and diligence, and in accordance with applicable laws and regulations.2. Deliverables2.1 The Consultant shall deliver to the Client the deliverables set forth in Exhibit B (the "Deliverables").2.2 The Parties shall agree upon the specific timeline for the completion and delivery of each Deliverable.2.3 Any changes or modifications to the Deliverables must be agreed upon in writing by both Parties.3. Fees and Payment3.1 The Client agrees to pay the Consultant the fees set forth in ExhibitC (the "Fees") for the Services provided.3.2 Payment shall be made within [Number of Days] days from the date of receipt of the Consultant's invoice.3.3 Late payments shall accrue interest at a rate of [Rate]% per month or the maximum rate allowed by law, whichever is lower.4. Confidentiality4.1 The Consultant shall maintain the confidentiality of any non-public information received from the Client during the term of this Agreement.4.2 The Client agrees to keep confidential any proprietary information or trade secrets disclosed by the Consultant during the course of providing the Services.4.3 This obligation of confidentiality shall survive the termination or expiration of this Agreement.5. Intellectual Property Rights5.1 Any intellectual property created, developed, or provided by the Consultant in connection with the Services shall remain the property of the Consultant.5.2 The Client is granted a non-exclusive, non-transferable license to use any intellectual property delivered under this Agreement solely for its internal business purposes.6. Term and Termination6.1 This Agreement shall commence on the Effective Date and continue until the completion of the Services, unless terminated earlier in accordance with this Agreement.6.2 Either Party may terminate this Agreement for convenience upon [Number of Days] days' written notice to the other Party.6.3 Either Party may terminate this Agreement immediately upon written notice if the other Party violates any material provision of this Agreement.7. Limitation of Liability7.1 In no event shall either Party be liable to the other Party for any indirect, incidental, consequential, or punitive damages arising out of or in connection with this Agreement.7.2 The total liability of either Party under this Agreement shall not exceed the total amount paid by the Client to the Consultant for the Services.8. Governing Law and Jurisdiction8.1 This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].8.2 Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of [Jurisdiction].9. Entire Agreement9.1 This Agreement, including all Exhibits attached hereto, constitutes the entire agreement between the Parties and supersedes all prior understandings, agreements, or representations, whether oral or written.9.2 No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.10. Severability10.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall not be affected or impaired.In witness whereof, the Parties have executed this Consulting Service Agreement as of the Effective Date.[Company Name]________________________Client[Consultant Name]________________________Consultant。

工程咨询协议范本中英文

Consulting Cooperation Agreement咨询合作协议Party A:甲方：Party B:乙方：IT IS HEREBY understood and agreed as follows:双方就以下内容达成理解并达成协议：1． (hereafter referred as “Party A”)， a company Registered in , is currently working on the Pre-qualification and following possible tendering works for (hereafter as the “Project”) to be the project main contractor.（以下称为“甲方”）是一家在公司，总部设在，甲方目前正在参与（以下简称“项目”）的工作，以期成为该项目的总承包商。

2． (hereafter referred as the “Party B” ), registered respectively in , have close ties with the owner (hereafter referred as the “Owner”).（以下称为“乙方”）是在成立的公司，与本项目业主（以下称为“业主”）有着密切关系。

3Hereby, Party A appoints Party B as its independent and exclusive Consultants for the Project Pre-qualification and tendering stage, to coordinate, facilitate and make the liaisonfor Party A with Owner to help Party A to be successfully awarded with the Project and enter into the contract with Owner.在此，甲方委托乙方作为甲方在该项目资格审核及投标阶段的独立和唯一的咨询顾问，协助甲方与业主就该项目进行协调、辅助以及联络工作，使甲方能成功中标，并与业主签订总承包合同。

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FIDIC,CLIENT/CONSULTANT MODEL SERVICES AGREEMENT(“White Book”)Third Edition, 1998CONTENTSAGREEMENTGENERAL CONDITIONSDEFINITIONS AND INTERPRETATION1. Definitions2. InterpretationOBLIGATIONS OF THE CONSULTANTFIDIC业主/咨询工程师标准服务协议书条件（白皮书）业主/咨询工程师标准服务协议书(协议书)业主/咨询工程师标准服务协议书条件(第一部分标准条件)业主/咨询工程师标准服务协议书条件(第二部分特殊应用条件)业主/咨询工程师标准服务协议书条件(第二部分附注)FIDIC土木工程施工合同条件(红皮书)第一部分通用条件 1.定义和解释第一部分通用条件 2.工程师及工程师代表第一部分通用条件 3.转让第一部分通用条件 4.分包第一部分通用条件 5.合同文件的语言和法律及优先次序第一部分通用条件 6.图纸第一部分通用条件7.补充图纸第一部分通用条件8.一般义务第一部分通用条件9.合同协议书第一部分通用条件10.履约保证金第一部分通用条件11.现场考察第一部分通用条件12.标书的完备性第一部分通用条件13.按合同规定施工第一部分通用条件14.进度计划第一部分通用条件15.承包人的自监第一部分通用条件16.承包人的雇员第一部分通用条件17.放样第一部分通用条件18.钻孔和勘探性开挖第一部分通用条件19.现场环境第一部分通用条件20.工程照管第一部分通用条件21.工程和承包人设备的保险第一部分通用条件22.对人身和财产的损害和赔偿第一部分通用条件23.第三方保险第一部分通用条件24.对工人的事故处理和事故保险第一部分通用条件25.保险的完备性第一部分通用条件26.遵守法律、法规第一部分通用条件27.化石第一部分通用条件28.专利第一部分通用条件29.干扰第一部分通用条件30.材料与设备的运输FIDIC电气与机械工程合同条件(黄皮书)第一部分通用条件定义及解释（条款1）第一部分通用条件工程师和工程师代表（条款2）第一部分通用条件转让与分包（条款3和4）第一部分通用条件合同文件（条款5，6，7）第一部分通用条件承包商的义务（条款8，9，10，11，12，13，14，15和16）第一部分通用条件业主的义务（条款17）第一部分通用条件劳务（条款18）第一部分通用条件工艺和材料（条款19，20，21和22）第一部分通用条件工程、运送或安装的暂停第一部分通用条件竣工第一部分通用条件竣工检验第一部分通用条件移交第一部分通用条件移交后的缺陷第一部分通用条件变更第一部分通用条件设备的所有权第一部分通用条件证书与支付第一部分通用条件索赔第一部分通用条件外币和汇率第一部分通用条件暂定金额第一部分通用条件风险与责任第一部分通用条件对工程的照管和风险的转移第一部分通用条件财产损害和人员伤害第一部分通用条件责任的限度第一部分通用条件保险第一部分通用条件不可抗力第一部分通用条件违约第一部分通用条件费用和法规的变更第一部分通用条件关税第一部分通用条件通知第一部分通用条件争议与仲裁第一部分通用条件法律及程序FIDIC施工合同条件（1999年第一版）用于业主设计的房屋建筑或工程通用条件专用条件编制指南争端裁决协议书格式投标函、合同协议书格式周可荣刘雯万彩芸王健译说明：因时间较紧，本译稿未经仔细校对，仅供培训班使用。

请勿复印传播。

请勿正式引用。

CONTENTS1 GENERAL PROVISIONS (1)1.1D EFINITIONS (1)1.2I NTER PR ETA TION (6)1.3C OMMUNICA TIONS (6)1.4L AW AND L ANGUAGE (7)1.5P RIORITY OF D OCUMENT S (7)1.6C ONTRAC T A GREEMENT (8)1.7A SSI GNMENT (8)1.8C ARE AND S UPPL Y OF D OCUMENT S (8)1.9C ONFIDENTIALITY (8)1.10E MPLOYER’S U SE OF C ONTRAC TOR’S D OCUMENTS (9)1.11C ONTRAC TOR’S U SE OF E MPLOYER’S D OCUMENTS (9)1.12C ONFIDENTIAL D ETAILS (10)1.13C OMPLIANC E WITH L AWS (10)1.14J OINT AND S EVERAL L IABILITY (10)2 THE EMPLOYER (11)2.1R I GHT OF A CC ESS TO THE S ITE (11)2.2P ERMITS,L ICENCES OR A PPR OVES (11)2.3E MPLOYER’S PERSONNEL (12)2.4E MPLOYER’S F INANCIAL A RRANGEMENT S (12)2.5E MPLOYER’S C LAIMS (12)3 THE EMPLOYER’S ADM INISTRATION (13)3.1T HE E MPLOYER’S R EPRESENTA TIVE (13)3.2T HE E MPLOYER’S PERSONNEL (14)3.3D ELEGA TED P ERSONS (14)3.4I NSTRUC TIONS (15)3.5D ETER MINA TIONS (15)4 THE CONTRACTOR (15)4.1T HE C ONTRAC TOR’S G ENERAL O BLIGA TIONS (15)目录1 一般规定 (1)1.1定义 (1)1.2解释 (4)1.3通信交流 (5)1.4法律和语言 (5)1.5文件优先次序 (5)1.6合同协议书 (5)1.7权益转让 (6)1.8文件的照管和提供 (6)1.9保密性 (6)1.10雇主使用承包商文件 (6)1.11承包商使用雇主文件 (7)1.12保密事项 (7)1.13遵守法律 (7)1.14共同的和各自的责任 (7)2雇主 (8)2.1现场进入权 (8)2.2许可、执照或批准 (8)2.3雇主人员 (9)2.4雇主的资金安排 (9)2.5雇主的索赔 (9)3雇主的管理 (9)3.1雇主代表 (9)3.2其他雇主人员 (10)3.3受托人员 (10)3.4指示 (10)3.5确定 (10)4承包商 (11)4.1承包商的一般义务 (11)4.2履约担保 (11)4.3承包商代表 (12)4.4分包商 (12)4.5指定的分包商 (13)4.6合作 (13)4.7放线 (13)4.8安全程序 (13)4.9质量保证 (14)4.10现场数据 (14)FIDIC合同条件概述“FIDIC”一词是国际咨询工程师联合会（法文FEDERATION INTERNA TIONALE DESINGENIEURS - CONSEILS）的缩写。

FIDIC条件的标准文本由英语写成。

FIDIC合同条件第一版由国际咨询工程师联合会于1957年颁布，1963年FIDIC合同条件第二版、1977年FIDIC合同条件第三版、1987年FIDIC合同条件第四版相继问世。

并通过业主/咨询工程师标准服务协议书应用指南加以具体指导。

第二部分——特殊应用条件编制指南、投标书与协议书格式等。

（三）FIDIC电气与机械工程合同条件（黄皮书）FIDIC电气与机械工程合同条件包括：序言——序言对由第一部分通用条件的条款所要求的详细细节作了规定。

第一部分——通用条件：(1)定义及解释；(2)工程师和工程师代表；(3)转让与分包；(4)合同文件；(5)概述；(6)承包商的义务；(7)业主的义务；(8)劳务；(9)工艺和材料；(10)工程、运送或安装的暂停；(11)竣工；(12)竣工检验；(13)验交；(14)验交后的缺陷；(15)变更；(16)设备的所有权；(17)证书与支付；(18)索赔；(19)外币和汇率；(20)暂定金额；(21)风险与责任；(22)对工程的照管和风险的转移；(23)财产损害和人员伤害；(24)责任的限度；(25)保险；(26)不可抗力；(27)违约；(28)费用和法规的变更；(29)关税；(30)通知；(31)争议与仲裁；(32)法律及程序。

第二部分——专用条件：(1)概述；(2)A项；(3)B项；(4)投标保函；(5)履约保函；(6)变更命令；(7)移交证书；(8)缺陷责任证书；(9)缺陷责任保函；(10)最终支付证书等组成。

第二部分的A项用于说明在第一部分通用条件中规定的变通解决方法。

除非第二部分的A项规定了变通解决方法，否则将采用通用条件中的规定。

在A项中还要涉及履约保证、有关图纸和设计的批准方法、支付以及仲裁规则等款项。

第二部分的B项可用于补充特别工程项目所需要的，而A项中尚未作出规定的任何进一步的专用条件。

（四）FIDIC土木工程施工合同条件（红皮书）。

业主咨询工程师协议书白皮书英文版

2023FIDIC白皮书(雇主-咨询工程师服务协议通用条件)中英文全套

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