Common use of Duty of Care and Exercise of Authority Clause in Contracts

Duty of Care and Exercise of Authority. 3.3.1 Notwithstanding anything else in this Agreement or any legal requirement of the Country or any other jurisdiction (including, for the avoidance of doubt, the jurisdiction of the place of establishment of the Consultant), the Consultant shall carry out his obligations as set forth in this Agreement. 3.3.2 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 Consultant may: (a) have due regard to the third party contract provided that the details of such powers and duties are acceptable to him and agreed in writing where they are not described in Appendix 1 (Scope of Services); (b) if authorized to certify, determine or exercise discretion to do so fairly between the Client and third party not as an arbitrator but as an independent professional exercising his judgment with reasonable skill, care and diligence; and (c) if so authorized vary the obligations of any third party, subject to obtaining the prior approval of the Client to any variation which can have an effect on costs or quality or time (except in any emergency when the Consultant shall inform the Client as soon as practicable).