In this Contract, unless the context otherwise requires, the following capitalized terms shall bear the meanings set forth below.

"Works" means the entirety of the construction, renovation, installation, finishing and ancillary works to be executed and completed by the Contractor pursuant to this Contract at the Site, including without limitation all labor, supervision, materials, equipment, plant, tools, consumables, temporary works, services and other items necessary for the proper performance and completion thereof, together with the remedy of any defects therein, as more particularly described in the Scope of Work set forth herein.

"Contract Price" means the fixed lump sum consideration payable by the Owner to the Contractor for the full and proper performance of the Works, as set out in the clauses relating to the Contract Price, subject only to such adjustments as may be expressly permitted under this Contract.

"Change Order" means a written instrument signed by both Parties authorizing an addition to, deletion from or other modification of the Works, the Contract Price, the Completion Date or any other term of this Contract, issued and executed in accordance with the provisions of this Contract.

"Commencement Date" means the date upon which the Contractor is required to commence the Works at the Site, as specified in the clauses relating to the commencement and completion schedule.

"Completion Date" means the date by which the Contractor is required to achieve Practical Completion of the Works, as the same may be extended in accordance with the terms of this Contract.

"Practical Completion" means the stage at which the Works have been completed in substantial conformity with this Contract and are fit for occupation and use for their intended purpose, save for minor defects or outstanding items which do not materially interfere with such use and which can be rectified without undue inconvenience to the Owner.

"Defects Liability Period" means the period commencing on the date of Practical Completion and continuing for [Number] months thereafter, during which the Contractor shall remain liable to remedy, at its own cost, any defects, shrinkages or other faults in the Works.

"Applicable Law" means all statutes, regulations, by-laws, ordinances, codes, orders, decrees, judgments, directives and other legal requirements of any governmental or regulatory authority having jurisdiction over the Parties, the Site or the Works.

The headings in this Contract are for convenience of reference only and shall not affect its construction or interpretation. Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders. References to clauses are references to clauses of this Contract. The words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation".

The Contractor shall, in strict conformity with the provisions of this Contract, design (to the extent expressly required herein), procure, construct, install, test, commission and complete the following works at the Site: [detailed description of the construction and/or renovation works, including but not limited to [structural works], [civil works], [mechanical, electrical and plumbing installations], [finishes], [external works] and all ancillary and incidental works required to render the Works complete and fit for their intended purpose].

The Works shall be performed in accordance with the drawings, specifications, technical standards and quality requirements described as follows: [description of drawings, specifications and technical standards], all of which are incorporated herein by reference as if fully set forth. In the event of any inconsistency between such documents and the body of this Contract, the body of this Contract shall prevail.

The Contractor acknowledges and agrees that the Scope of Work includes all works, materials, services and obligations which, although not expressly described herein, are reasonably inferable therefrom as being necessary for the proper, safe, lawful and workmanlike completion of the Works and the achievement of their intended purpose.

The Contractor shall furnish, at its own cost and expense, all labor, supervision, management, materials, equipment, machinery, tools, scaffolding, formwork, transportation, hoisting, temporary utilities, storage, security and all other items and services, whether temporary or permanent, required for the performance and completion of the Works.

The Contractor shall provide competent, qualified and adequately staffed supervision at the Site at all times during the performance of the Works and shall appoint a project manager, acceptable to the Owner, who shall act as the Contractor's authorized representative for all matters relating to this Contract.

The Contractor shall coordinate and cooperate with any other contractors, consultants or persons engaged by the Owner in connection with the Site, and shall perform the Works so as not to cause unreasonable interference with the operations or activities of such other persons.

Any works, obligations or deliverables not expressly included within the Scope of Work are excluded from this Contract and may only be undertaken by the Contractor pursuant to a duly executed Change Order.

The Owner shall be entitled, at any time and from time to time prior to the achievement of Practical Completion, to order additions to, omissions from, substitutions in or other modifications of the Works, provided that any such instruction shall be effected solely by means of a written Change Order executed in accordance with this section.

A Change Order may be initiated either by the Owner issuing a written request to the Contractor describing the proposed change, or by the Contractor submitting to the Owner a written proposal identifying circumstances which, in the Contractor's reasonable opinion, warrant a change to the Works, the Contract Price or the Completion Date.

Within [Number] days of receipt of a request from the Owner, the Contractor shall submit to the Owner a detailed written statement setting forth: the proposed adjustment, if any, to the Contract Price (calculated on the basis of fair and reasonable rates and prices consistent with those used in determining the original Contract Price); the proposed adjustment, if any, to the Completion Date; and the anticipated effect of the change upon other aspects of the Works.

No Change Order shall be binding upon either Party unless and until the same has been reduced to writing and signed by duly authorized representatives of both the Owner and the Contractor. The Contractor shall not be entitled to any additional payment, extension of time or other relief in respect of any work performed without such a signed Change Order.

The Owner shall have the right, at its sole discretion, to accept, reject or negotiate any proposal submitted by the Contractor. Pending resolution of any proposed change, the Contractor shall continue to perform the Works in accordance with the existing provisions of this Contract and shall not suspend, delay or diminish the progress of the Works.

Where a change results in an omission of works, the Contract Price shall be reduced by an amount equal to the value of the omitted works, determined on the same basis as the original pricing. The Owner shall not be liable to pay the Contractor any loss of profit, overhead or anticipated earnings in respect of omitted works.

Minor variations which do not materially affect the Scope of Work, the Contract Price or the Completion Date may be instructed by the Owner in writing without the need for a formal Change Order, and the Contractor shall carry out such minor variations without additional cost or delay.

In consideration of the full and proper performance by the Contractor of all its obligations under this Contract, the Owner shall pay to the Contractor a fixed lump sum of [Amount] [Currency] (the "Contract Price"), exclusive of applicable taxes which, if any, shall be payable in addition in accordance with Applicable Law.

The Contract Price is a fixed lump sum and shall not be subject to adjustment, increase, revision, escalation or re-measurement for any reason whatsoever, save and except as expressly permitted by this Contract through a duly executed Change Order or an extension of time granted in accordance with the provisions hereof.

The Contract Price shall be deemed to include all costs, charges, expenses, overheads, profits, risks, contingencies and other liabilities whatsoever which the Contractor may incur in performing the Works, including without limitation the cost of all labor, materials, equipment, plant, tools, consumables, transportation, insurance, bonds, licenses, permits (save for those which this Contract expressly places upon the Owner), supervision, administration and compliance with Applicable Law.

The Contractor represents and warrants that, prior to entering into this Contract, it has carefully examined the Site, the drawings, specifications and all other information made available to it, and has satisfied itself as to the nature, extent, risks and conditions of the Works, and shall not be entitled to any additional payment on the ground that it has misunderstood or failed to appreciate any aspect of the Works or the Site.

Any taxes, duties, levies, fees or charges imposed by any governmental or regulatory authority upon the Contractor, its personnel, its subcontractors, its equipment or its activities in connection with the Works shall be borne solely by the Contractor, unless Applicable Law expressly places such burden upon the Owner.

The Contract Price shall not be adjusted on account of any fluctuation in the cost of labor, materials, fuel, energy, currency exchange rates or any other input, all such risks being expressly assumed by the Contractor.

The Owner shall pay the Contract Price in two installments as follows: an initial deposit of [Percentage]% of the Contract Price, amounting to [Amount] [Currency] (the "Deposit"), payable within [Number] days of the Effective Date and against receipt of a valid invoice from the Contractor; and the balance of the Contract Price, representing [Percentage]% thereof, payable within [Number] days following the issuance by the Owner of a written certificate of Practical Completion in accordance with the clauses governing inspection, testing and acceptance.

The Deposit shall be applied solely for the purposes of mobilization, procurement of materials and initial performance of the Works. Upon written request by the Owner, the Contractor shall provide reasonable evidence demonstrating that the Deposit has been so applied.

The Contractor shall submit each invoice in such form and with such supporting documentation as the Owner may reasonably require, including without limitation a description of the Works performed, calculations substantiating any amounts claimed, and evidence of payment of subcontractors and suppliers to the extent relevant.

The Owner shall be entitled to withhold payment, in whole or in part, in respect of any invoice where: the Works to which such invoice relates have not been performed in accordance with this Contract; the Contractor is in material breach of any obligation hereunder; or the invoice is not supported by adequate documentation. The Owner shall notify the Contractor in writing of any such withholding and the reasons therefor.

The Owner shall be entitled to retain, from the final payment, an amount equal to [Percentage]% of the Contract Price (the "Retention") as security for the Contractor's performance of its defects liability obligations. The Retention shall be released to the Contractor within [Number] days following the expiry of the Defects Liability Period, provided that all defects notified by the Owner have been duly rectified.

The Owner shall further be entitled to set off against any amount payable to the Contractor any sum due or claimed to be due from the Contractor to the Owner under this Contract, including without limitation liquidated damages, costs of rectification and indemnification claims.

All payments shall be made in [Currency] by bank transfer to such account as the Contractor shall designate in writing. Payment of any invoice shall not constitute acceptance of the Works to which such invoice relates, nor a waiver of any rights or remedies of the Owner under this Contract or at law.

The Owner shall grant the Contractor such access to the Site as is reasonably necessary for the performance of the Works, during such hours and subject to such reasonable conditions as the Owner may stipulate from time to time.

The Contractor shall be deemed to have inspected and examined the Site prior to the execution of this Contract and to have satisfied itself as to all matters affecting the performance of the Works, including without limitation ground conditions, access, availability of utilities, local conditions, and the nature of any existing structures. The Contractor shall not be entitled to any additional payment or extension of time on the ground of any matter which it could reasonably have ascertained through such inspection.

The Contractor shall at all times during the performance of the Works keep the Site in a clean, safe, orderly and secure condition, free from the accumulation of waste materials and rubbish, and shall take all reasonable precautions to protect the Site, adjacent property and the public from damage, injury or nuisance arising from the performance of the Works.

The Contractor shall be solely responsible for the health, safety and welfare of its personnel, subcontractors and all other persons on the Site in connection with the Works, and shall establish, implement and maintain a comprehensive health and safety plan complying with all Applicable Laws and generally accepted industry standards.

The Contractor shall promptly report to the Owner any accident, incident, injury or dangerous occurrence at the Site, and shall cooperate fully with the Owner and any competent authority in the investigation thereof. The Contractor shall indemnify the Owner against all liability, loss, damage and expense arising from any failure to comply with its health and safety obligations.

The Contractor shall provide, erect and maintain all necessary temporary fencing, hoarding, lighting, signage, barriers and watchmen for the proper protection of the Site, the Works and the public, and shall remove the same upon completion of the Works.

Upon completion of the Works, and prior to Practical Completion, the Contractor shall remove from the Site all surplus materials, equipment, temporary works, rubbish and debris, and shall leave the Site in a clean and tidy condition to the reasonable satisfaction of the Owner.

The Contractor shall commence the Works on [Commencement Date] (the "Commencement Date") and shall proceed diligently and expeditiously therewith so as to achieve Practical Completion by [Completion Date] (the "Completion Date"), subject only to such extensions of time as may be granted in accordance with this Contract.

Within [Number] days of the Effective Date, the Contractor shall submit to the Owner for approval a detailed program of works showing the sequence, timing and interdependencies of the principal activities constituting the Works, together with resource allocations, procurement schedules and critical path. The Contractor shall update the program at regular intervals and whenever requested by the Owner.

The Contractor shall perform the Works in accordance with the approved program, and shall take all reasonable steps to maintain the progress of the Works and to avoid, mitigate and overcome any delays. Approval of the program by the Owner shall not relieve the Contractor of any of its obligations under this Contract.

The Contractor shall submit to the Owner, at intervals of not less than [Number] days, a written progress report detailing the status of the Works, any delays or difficulties encountered or anticipated, measures taken or proposed to overcome the same, and such other information as the Owner may reasonably require.

If, at any time, the Contractor's actual progress falls materially behind the approved program, the Contractor shall, upon the Owner's written request, submit a revised program and a recovery plan demonstrating how the Contractor proposes to make good the delay, and shall implement such measures at its own cost.

Time is of the essence of this Contract with respect to the Commencement Date, the Completion Date and all other dates and periods specified herein.

The Owner, and any consultant, engineer, architect or other representative authorized by the Owner, shall have the right at all reasonable times to enter upon the Site and any other place where the Works or materials for the Works are being prepared, manufactured, stored or executed, for the purpose of inspecting, examining, measuring and testing the same.

The Contractor shall carry out all inspections and tests required by this Contract, by Applicable Law or by good industry practice, and shall provide the Owner with such notice, assistance, labor, materials, equipment, instruments and documentation as may reasonably be required to enable the Owner to witness such inspections and tests.

Any materials, workmanship or portion of the Works which, upon inspection or testing, are found to be defective, non-conforming or otherwise not in accordance with this Contract shall be promptly rejected, removed, replaced or rectified by the Contractor at its own cost and expense, and the Works shall be re-inspected and re-tested at the Contractor's cost until found to be in conformity.

When the Contractor considers that the Works have achieved Practical Completion, it shall give written notice thereof to the Owner, together with such supporting documentation as the Owner may reasonably require. The Owner shall, within [Number] days of such notice, inspect the Works and either issue a written certificate of Practical Completion or notify the Contractor in writing of the items which prevent the issuance of such certificate.

If the Owner notifies the Contractor of items preventing Practical Completion, the Contractor shall promptly complete and rectify such items at its own cost, whereupon the procedure for notification and inspection shall be repeated until Practical Completion has been achieved and a certificate issued.

Upon the issuance of the certificate of Practical Completion, the Owner shall prepare a list of minor outstanding items and minor defects (the "Snagging List"), which the Contractor shall rectify within [Number] days or such other period as the Parties may agree. The certification of Practical Completion shall not constitute acceptance of defective or non-conforming Works, nor a waiver of any rights or remedies of the Owner.

No inspection, test, approval, certification or acceptance by the Owner shall relieve the Contractor of any of its obligations, warranties or liabilities under this Contract.

All materials and equipment incorporated or to be incorporated into the Works shall be new (unless otherwise expressly agreed in writing), of merchantable quality, free from defects, fit for their intended purpose, and in conformity with the specifications, drawings, standards and requirements set forth in this Contract.

Where the specifications permit the use of equivalent or alternative materials or equipment, the Contractor shall obtain the Owner's prior written approval before procuring or incorporating any such alternative, and the burden of demonstrating equivalence shall rest upon the Contractor.

The Contractor shall perform all workmanship in a diligent, careful, skillful and workmanlike manner, in accordance with the highest standards of the applicable trades, and in strict conformity with the specifications, drawings and other requirements of this Contract.

The Contractor shall employ only personnel and subcontractors who are duly qualified, skilled, experienced and licensed (where licensing is required) for the tasks they are to perform. The Owner shall have the right, upon reasonable grounds, to require the removal from the Site of any person whose conduct, qualifications or performance are unsatisfactory, and the Contractor shall promptly replace such person at its own cost.

The Contractor shall not subcontract the performance of any material portion of the Works without the Owner's prior written consent, which shall not be unreasonably withheld. The Contractor shall remain fully responsible for the acts, omissions, defaults and performance of all its subcontractors as if they were its own.

Upon the Owner's request, the Contractor shall provide manufacturers' certificates, test reports, samples and other documentation evidencing the quality, origin and compliance of any materials or equipment to be incorporated into the Works.

The Contractor shall store all materials and equipment at the Site, or at such other location as may be approved by the Owner, in a manner that protects them from damage, deterioration, theft and the elements, and in accordance with the manufacturers' recommendations.

The Contractor shall, at its own cost and expense, obtain and maintain in force throughout the duration of the Works all permits, licenses, consents, approvals, authorizations and certifications required for the performance of the Works, the operation of its business and the employment of its personnel, save for such permits as this Contract expressly places upon the Owner, namely: [list of permits to be obtained by the Owner, if any].

The Contractor shall comply, and shall ensure that all its personnel, subcontractors and suppliers comply, with all Applicable Laws relating to the performance of the Works, including without limitation laws relating to construction, planning, zoning, building codes, health and safety, environment, labor, employment, social security, immigration, taxation and data protection.

The Contractor shall indemnify, defend and hold harmless the Owner against any and all fines, penalties, losses, damages, costs and expenses arising from any failure by the Contractor, its personnel, subcontractors or suppliers to comply with Applicable Law or to obtain any required permit or approval.

The Contractor shall promptly notify the Owner in writing of any notice, order, direction or communication received from any governmental or regulatory authority relating to the Works or the Site, and shall cooperate with the Owner in responding thereto.

The Contractor shall maintain complete and accurate records of all permits, inspections, approvals, certifications and other documentation relating to compliance with Applicable Law, and shall furnish copies thereof to the Owner upon request and in any event upon Practical Completion.

If any change in Applicable Law occurring after the Effective Date materially affects the performance of the Works or the Contract Price, the Parties shall consult in good faith with a view to agreeing upon appropriate adjustments by means of a Change Order; provided, however, that the Contractor shall bear any cost or burden which it could reasonably have anticipated prior to the Effective Date.

The Contractor warrants to the Owner that the Works, upon completion, shall: conform in all respects with the requirements of this Contract, the drawings, the specifications and Applicable Law; be free from defects in design (to the extent that design is undertaken by the Contractor), materials and workmanship; be constructed using new materials of good quality unless otherwise expressly agreed in writing; and be fit for the purposes for which such works are ordinarily intended and for any specific purpose made known to the Contractor.

The Contractor shall, during the Defects Liability Period of [Number] months commencing on the date of Practical Completion, promptly remedy, at its own cost and expense, any defect, shrinkage, imperfection or other fault in the Works which may appear or be discovered, including the cost of all investigations, dismantling, re-execution, materials, labor, access, making good and reinstatement of any adjacent works or finishes affected thereby.

Upon becoming aware of any defect, the Owner shall notify the Contractor in writing, specifying the nature and location of the defect. The Contractor shall commence rectification works within [Number] days of such notice and shall diligently prosecute the same to completion within a reasonable period.

If the Contractor fails to commence or complete the rectification of any notified defect within a reasonable time, the Owner shall be entitled, without prejudice to its other rights and remedies, to engage a third party to carry out the necessary rectification works and to recover from the Contractor all costs and expenses incurred, including a reasonable administrative charge, by set off against any monies owed to the Contractor or otherwise as a debt.

Any part of the Works which has been repaired, replaced or rectified during the Defects Liability Period shall be subject to a further defects liability period of equal duration commencing on the date of completion of such rectification.

The warranties and defects liability obligations set forth in this section are in addition to, and not in substitution for, any warranties, rights or remedies available to the Owner under Applicable Law, and shall survive the expiry or termination of this Contract.

The expiry of the Defects Liability Period shall not relieve the Contractor of liability for latent defects, structural defects, defects attributable to fraud, gross negligence or willful misconduct, or any other liability which may subsist under Applicable Law for the longer periods prescribed thereby.

The Contractor shall, prior to the commencement of the Works and throughout the entire duration thereof until the expiry of the Defects Liability Period, procure and maintain at its own cost and expense the following insurances with reputable insurers acceptable to the Owner: contractor's all-risk insurance covering the Works, materials and equipment at the Site for their full replacement value; public and third-party liability insurance with a minimum limit of [Amount] [Currency] per occurrence; employer's liability or workers' compensation insurance as required by Applicable Law; professional indemnity insurance, where any design is undertaken by the Contractor, with a minimum limit of [Amount] [Currency]; and such other insurances as may be required by Applicable Law or reasonably requested by the Owner.

The Contractor shall furnish to the Owner certificates of insurance and such other evidence as the Owner may reasonably require to verify the existence, scope, limits and continuity of the required insurances, and shall notify the Owner immediately of any cancellation, lapse, material amendment or non-renewal of any such insurance.

The Contractor shall indemnify, defend and hold harmless the Owner, and the Owner's family, agents, representatives and invitees, from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with: any breach by the Contractor of this Contract or Applicable Law; any act, omission, negligence or willful misconduct of the Contractor, its personnel, subcontractors or suppliers; any injury to or death of any person, or any loss of or damage to any property, caused by or arising out of the performance of the Works; and any infringement of any intellectual property or other proprietary right by the Contractor.

The indemnification obligations of the Contractor shall apply whether or not the relevant claim is covered by insurance, and the existence of insurance shall not operate to limit the Contractor's liability under this Contract.

The Owner shall have the right, but not the obligation, to participate in the defense of any claim for which indemnification is sought, with counsel of its choice at the Contractor's expense. The Contractor shall not settle or compromise any such claim without the prior written consent of the Owner, which shall not be unreasonably withheld.

Nothing in this Contract shall limit or exclude the Contractor's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be limited or excluded under Applicable Law.

The Contractor shall bear all risk of loss of or damage to the Works, materials, equipment, plant and all other property used in or intended for incorporation into the Works, from the Commencement Date until the issuance of the certificate of Practical Completion, except to the extent that such loss or damage is caused by the willful misconduct of the Owner.

In the event of any loss of or damage to the Works, materials or equipment during the period in which the Contractor bears the risk thereof, the Contractor shall, at its own cost and expense, promptly repair, replace, reinstate and make good the same so as to restore the Works to full conformity with this Contract, without any entitlement to additional payment or extension of time.

Title to materials and equipment intended for incorporation into the Works shall pass to the Owner upon the earlier of: incorporation into the Works; or payment by the Owner of any sum attributable thereto. Notwithstanding such transfer of title, the Contractor shall remain responsible for the care, custody, protection, insurance and risk of loss of such materials and equipment until the issuance of the certificate of Practical Completion.

The Contractor warrants that all materials and equipment supplied by it and incorporated into the Works are, upon transfer of title, free and clear of all liens, charges, encumbrances and third-party claims whatsoever, and the Contractor shall indemnify the Owner against any claim to the contrary.

From and after the issuance of the certificate of Practical Completion, the risk of loss of or damage to the Works shall pass to the Owner, save in respect of: loss or damage caused by any act, omission or default of the Contractor; defects for which the Contractor remains liable under this Contract; and any works being executed by the Contractor during the Defects Liability Period, which shall remain at the Contractor's risk until completion thereof.

The Contractor shall take all reasonable precautions to safeguard the Works, the Site, adjoining property and the property of third parties against loss, theft, vandalism, fire, water damage, weather and other perils, and shall promptly notify the Owner of any incident giving rise to or likely to give rise to such loss or damage.

If the Contractor is or will be delayed in the performance of the Works by reason of: an act of prevention or breach by the Owner; a Change Order which, by its nature, warrants an extension of time; a Force Majeure event as defined in this Contract; or any other cause expressly entitling the Contractor to an extension under this Contract, the Contractor shall, within [Number] days of becoming aware of such delay or its cause, submit to the Owner a written notice setting forth the cause of delay, its anticipated effect on the Completion Date and the extension of time claimed.

The Owner shall, within [Number] days of receipt of such notice and after due consideration thereof, determine whether an extension of time is justified and, if so, the length thereof. Any extension of time granted shall be effected by means of a written notice from the Owner to the Contractor and shall be the Contractor's sole and exclusive remedy for any such delay (save in respect of Owner-caused delays, where additional costs may be allowable if agreed by Change Order).

The Contractor shall at all times use its reasonable endeavors to prevent, mitigate and minimize any delay and the consequences thereof, and no extension of time shall be granted to the extent that the Contractor has failed to do so.

If the Contractor fails to achieve Practical Completion by the Completion Date (as the same may be extended in accordance with this Contract), the Contractor shall pay to the Owner, as liquidated damages and not as a penalty, the sum of [Amount] [Currency] per day of delay, up to an aggregate maximum of [Percentage]% of the Contract Price.

The Parties acknowledge and agree that the liquidated damages set forth above represent a genuine and reasonable pre-estimate of the loss and damage which the Owner is likely to suffer as a result of delayed completion, and that such damages are proportionate and not extravagant.

The Owner shall be entitled to deduct liquidated damages from any amount otherwise due or becoming due to the Contractor under this Contract, or to recover the same from the Contractor as a debt. The payment or deduction of liquidated damages shall not relieve the Contractor from its obligation to complete the Works or from any other liability under this Contract.

In the event that the delay exceeds [Number] days or the liquidated damages reach the aggregate maximum, the Owner shall, without prejudice to its right to recover such liquidated damages, be entitled to terminate this Contract pursuant to the clauses governing termination.

The Owner shall have the right, at any time and from time to time, to suspend the performance of the Works, in whole or in part, by giving written notice to the Contractor specifying the extent and duration of the suspension. Upon receipt of such notice, the Contractor shall promptly suspend the affected Works and shall take all reasonable steps to protect, store and secure the Works, materials and equipment during the period of suspension.

The Owner shall be entitled to terminate this Contract immediately upon written notice to the Contractor in the event that: the Contractor commits a material breach of this Contract and fails to remedy the same within [Number] days of written notice from the Owner specifying the breach and requiring its remedy; the Contractor fails to commence the Works by the Commencement Date or abandons or suspends the Works without justification; the Contractor fails to proceed with the Works with due diligence or to comply with the approved program; the Contractor becomes insolvent, enters into any arrangement with its creditors, has a receiver, liquidator or administrator appointed, ceases or threatens to cease carrying on business, or suffers any analogous event in any jurisdiction; the Contractor engages in fraud, corruption, bribery or any other serious misconduct in connection with this Contract; or the delay in completion exceeds the threshold specified in the clauses governing liquidated damages.

The Owner shall further have the right to terminate this Contract for convenience, without cause, at any time upon [Number] days' written notice to the Contractor. In the event of termination for convenience, the Owner shall pay the Contractor the value of the Works properly executed up to the date of termination, together with reasonable demobilization costs duly evidenced, but excluding any claim for loss of profit, loss of opportunity, overheads or anticipated earnings on the unperformed portion of the Works.

The Contractor shall be entitled to terminate this Contract only in the event that the Owner fails to pay any undisputed amount within [Number] days of the due date and fails to remedy such failure within a further [Number] days of written notice from the Contractor requiring payment.

Upon termination of this Contract for any reason: the Contractor shall promptly vacate the Site, remove all its personnel, equipment and temporary works, and leave the Site in a safe and clean condition; the Contractor shall deliver to the Owner all drawings, specifications, documents, records, materials and equipment paid for by the Owner; and the Owner shall be entitled to engage any other contractor to complete the Works and to recover from the Contractor any costs, losses, damages and expenses incurred thereby in excess of the unpaid balance of the Contract Price.

Termination of this Contract shall be without prejudice to any rights, remedies, claims or liabilities of either Party which have accrued prior to the date of termination or which, by their nature, are intended to survive termination.

Neither Party shall be liable to the other for any failure or delay in the performance of its obligations under this Contract (other than obligations for the payment of money) to the extent that such failure or delay is caused by an event beyond the reasonable control of the affected Party, which it could not have prevented, avoided or overcome by the exercise of reasonable diligence, including without limitation acts of God, war, armed conflict, terrorism, civil commotion, riots, insurrection, strikes or industrial action of a general nature (but not strikes limited to the affected Party's own workforce), epidemics or pandemics officially declared by competent authorities, extreme weather conditions, earthquakes, floods, fires and acts or orders of governmental authorities (each a "Force Majeure" event).

The Party affected by a Force Majeure event shall, as soon as reasonably practicable and in any event within [Number] days of becoming aware thereof, give written notice to the other Party describing the nature of the event, its anticipated duration and the obligations affected, and shall provide regular updates thereafter.

The affected Party shall use all reasonable endeavors to mitigate the effects of the Force Majeure event and to resume performance of its obligations as soon as reasonably practicable. The obligations of the affected Party shall be suspended for the duration of, and to the extent of, the Force Majeure event.

Where the Force Majeure event affects the Contractor, it may entitle the Contractor to an extension of time in accordance with the clauses governing delays and extensions of time, but shall not entitle the Contractor to any additional payment, compensation, loss or expense, each Party bearing its own costs arising from such event.

If a Force Majeure event continues, or is reasonably expected to continue, for a continuous period exceeding [Number] days, either Party shall have the right to terminate this Contract upon written notice to the other, in which event the provisions of the clauses governing termination shall apply, mutatis mutandis, as in the case of termination for convenience.

Neither economic hardship, financial difficulty, change in market conditions, nor the mere increase in the cost of performance shall constitute a Force Majeure event.

This Contract shall be governed by, construed and interpreted in accordance with the laws of [Country], without regard to its conflict of laws principles.

The Parties shall endeavor to resolve amicably, through good faith negotiations between their senior representatives, any dispute, controversy or claim arising out of or in connection with this Contract, including any question regarding its existence, validity, interpretation, performance, breach or termination (a "Dispute").

If any Dispute is not resolved by negotiation within [Number] days of written notice from one Party to the other setting forth the nature of the Dispute, the Parties shall attempt in good faith to resolve the Dispute by mediation administered by a mutually agreed mediator in accordance with recognized mediation rules.

If the Dispute is not resolved by mediation within [Number] days of the appointment of the mediator, or such longer period as the Parties may agree in writing, the Dispute shall be finally settled by [arbitration under the rules of [Arbitral Institution] by [Number] arbitrator(s) appointed in accordance with the said rules / the exclusive jurisdiction of the competent courts of [City, Country]], and the Parties hereby submit to such [arbitration / jurisdiction].

The seat and legal place of any arbitration shall be [City, Country], and the language of the arbitration shall be [Language]. The award of the arbitrator(s) shall be final and binding upon the Parties and may be entered and enforced in any court of competent jurisdiction.

Notwithstanding the foregoing, either Party shall be entitled to seek urgent injunctive, interim or conservatory relief from any court of competent jurisdiction without first complying with the negotiation and mediation requirements of this section.

Pending the resolution of any Dispute, the Parties shall continue to perform their respective obligations under this Contract, save to the extent that performance is prevented by the subject matter of the Dispute.

This Contract, together with any documents expressly incorporated herein by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, understandings and agreements, whether written or oral, relating thereto.

No amendment, variation, modification or waiver of any provision of this Contract shall be effective unless made in writing and signed by duly authorized representatives of both Parties. No failure or delay by either Party in exercising any right, power or remedy under this Contract shall operate as a waiver thereof.

All notices, consents, approvals and other communications required or permitted to be given under this Contract shall be in writing, in the English language, and shall be delivered by hand, by registered or recorded delivery post, or by email with confirmation of receipt, to the addresses of the Parties set forth in this Contract or such other address as a Party may from time to time notify to the other in writing.

The Contractor shall not assign, transfer, charge or otherwise dispose of this Contract or any of its rights or obligations hereunder without the prior written consent of the Owner. The Owner may assign this Contract or any of its rights hereunder to any affiliate, successor in title to the Site, or purchaser of the property, upon notice to the Contractor.

If any provision of this Contract is held to be invalid, illegal or unenforceable by any court or competent authority, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision which, to the greatest extent possible, achieves the original intent of the Parties.

The relationship of the Parties under this Contract is that of independent contracting parties. Nothing in this Contract shall be construed as creating a partnership, joint venture, agency, employment or fiduciary relationship between the Parties.

Nothing in this Contract is intended to confer any rights or remedies upon any person who is not a party hereto.

This Contract may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed valid and binding.

Those provisions of this Contract which by their nature are intended to survive termination or expiry (including without limitation those relating to warranties, defects liability, indemnification, confidentiality, governing law and dispute resolution) shall so survive.