The ICC Commission on Commercial Law and Practice is, like ICC, in business for business, and acts as a focus group for all parties to international transactions. To accommodate such international transactions, without any intent to exclude national transactions, the Commission on Commercial Law and Practice has published a number of model forms such as a model form Joint Venture Agreement, a model form Consortium Agreement, that together with this ICC Model Turnkey Contract for Major Projects and its Subcontract form a suite of model agreements attuned to one another with the object to ensure successful completion and delivery of such projects, being a) delivery for the agreed price and thus within the available budgets, b) within the allotted time, c) whereby the built facility delivers the required outputs and performance, d) all without serious disputes and to the satisfaction of all stakeholders. Each of the Model Agreements can also be used on a stand-alone basis.

An international Model Contract can never be entirely independent of applicable laws and it is a requirement to check which provisions of the applicable law, with particular vigilance as to the outreach of mandatory and/or public policy provisions, will come into play with effect on the contractual balance of the Model Agreement.

The international construction industry is undergoing a change of business culture with a departure from the former antagonistic approach of Contractor vs. Employer in terms of rights and obligations. Primary focus on successful delivery of the project through a more collaborative relationship has been found to be more productive in profit and loss terms for both parties.

With the extended scope of work for the contractor under a turnkey project comes an increased risk profile for the Contractor, but not a transfer of all risks, as the Employer must remain responsible for the contents of the Employer’s Requirements and the correctness of their accompanying data and information, which together form the very foundation of the project. Where the Contractor is expected to carefully examine the Employer’s Requirements and the accompanying information and data, the Employer must exercise due diligence in formulating and assembling them.

This Model Agreement resolutely aims at providing a legal framework for a more collaborative approach to turnkey projects. Successful delivery is what all parties involved in such projects have always wanted. It may be the influence of project finance in construction that has brought about the mind change of the parties towards the avoidance of costly disputes. It requires a different mindset, for differences of opinion will always occur, but the success of a project as defined above depends heavily on how quickly and effectively the parties resolve their issues between themselves. Hence the focus on contract management in this Model Agreement.

ICC’s Dispute Board Rules aim to help the parties in a construction project to resolve their issues that have evolved into disputes quickly and effectively. A suite of balanced model contracts is intended to be an effective additional tool to achieve successful delivery of projects and it is the hope of all involved in the conception of these models that they may be as successful as the ICC Incoterms in being an instrument towards successful delivery of major projects in both the business or the public realm.

ICC is very grateful for the recent efforts to review and comment on both the first edition of this model contract published in 2007 and for the suggestions to optimize the provisions where they thought necessary or preferable and for the subsequent review of the penultimate draft 2017 version by: Shy Jackson of Pinsent Masons; John Gilbert of K&L Gates LLP; the European International Contractors, Norman Milne of SAFCEC, and George R. Earle.

The working group that conceived this second edition of the ICC Model Turnkey Contract for Major Projects comprised: Helena Prata (Angola); Guenther Horvath (Austria); Jihong Wang (China); Cindy Zhou (China); Francine Gurral (France); Bettina Geisseler (Germany); Heike Brehm (Germany); Claus Lenz (Germany); Thomas Buehrmann (Germany); Jens Machoy (Germany); Prashant Sharma (India); Giovanni Leo (Italy); Claudio Perella (Italy); Arnoud Penseel (Netherlands); Norman Milne (South Africa); Ben Beaumont (UK); Jane Davies-Evans (UK); Isabelle Smith-Monnerville, Vice Chair (France) and Eric Eggink, Chair (Netherlands) and the organizational skills of Emily O’Connor and Florence B. Diao-Gueye of the ICC Secretariat in Paris, France.

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The working group owes a debt of gratitude to Christian Hybbinette (Sweden) and Fredrik Sandström (Sweden) for providing helpful commentary and suggestions on the penultimate and final drafts of the model.