SERVICES CONTRACT

No. ________
Project: ___________
Location: _________

This Service Contract (“Contract”) is made on __________, by and between:

[Archetype_______], having its registered office located at _______, duly represented by its
____,Mr _________

(hereinafter referred to as the “Consultant”).

AND

[______], a company registered under the laws of _____, having its registered office at ______,
and represented by its _______, Mr _____.
(hereinafter referred to as the “Client”).

WHEREAS:

(A) The Client here by appoints the Consultant to undertake consultancy services
(“Services”) for the Project as hereinafter defined; and

(B) The Client hereby accepts to undertake the Services in accordance with the terms of this
Contract.

THIS CONTRACT WITNESSES AS FOLLOWS:

1. Project and Scope of Services

1.1 The Project: The Client would like to build up the Project as follows.

 Name of project :
 Location :
 Function :

1.2 Scope of Services: The Consultant, at the Service Fees set out in Article 3, shall provide
the Services as described in Annex 1 hereof to the Client for the purpose of supplying the
corresponding services to the Client.

1.3 The Client’s review: The Client shall be liable to review the design documents submitted
by the Consultant and notify the Consultant of any faults in the Consultant’s documents in
writing within fourteen (14) days from the Consultant’s submission of such documents. It
shall be deemed that the Client has accepted the Consultant’s documents if the Client
does not timely exercise its right to notify of faults as provided herein this Article 1.3.

2. Limit of liability

2.1 The maximum amount of compensation payable by the Consultant to the Client/Client
against any proven damages or losses caused by the Client is limited 100% of the Service
Fees but subject to the actual compensation amount paid by the Consultant’s insurer
against such damages or losses according to the terms and condition of the Professional

Page 1 of 5
 Indemnity Insurance Policy contracted by the Consultant. The Client agrees to waive any
claims against the Consultant in so far as the aggregate of compensation which might
otherwise be payable beyond such compensation amount.

2.2 Under no circumstances shall the Consultant be liable to the Client/Client for, nor shall the
Client make claim for, consequential loss or damage, including but not limited to loss or
damage resulting from loss of use, loss of profits or revenues, cost of capital, loss of
goodwill, claims of the Client’s customers or like items of loss or damage, and the Client
hereby releases the Consultant therefrom.

2.3 The Client agrees that the Consultant shall not be considered liable for any loss or
damage resulting from any occurrence unless a claim is formally made on him before the
expiry of the period of one (1) year termination of this Contract.

3. Services fees and payment

3.1 Services fees shall be paid by the Client to the Consultant is _____ (In words: _____)
excluding any kinds of taxes and banking charges.

3.2 Payment Schedule:

The services provided by the Consultant will be paid by the Client on the basis of
percentage of the Service fees specified in to the following schedule:

[____]

3.3 General payment conditions

- The Client shall pay the mobilization fee of the 1st payment above within seven (7)
days from the date on which the Contract signed. Other payments for the Services
Fee shall be paid within seven (7) days from receipt of the Payment Request that will
be submitted in accordance with the above schedule.

- Payments shall be made in US dollars;

- Late payment is subject to penalty of 2% per month;

- The Service Fees exclude expenses for:

(i) Permit and approval fees required during the Project;

(ii) Travelling, Accommodation and Subsistence Expenses for the trips from ____to
___ ____; or
(iii) Any other services not specifically included in this Contract.

4. Contract life

4.1 Effective date

This Contract is valid from the first mentioned date herein above.

4.2 Commencement

The Consultant shall commence performing its Services within seven (07) days after
receipt of adequate information for performance of the Services as provided in Annex 2
and of the mobilization fee, whichever is the later (“Commencement Date”).

4.3 Time Schedule

The duration for the Services described here above can be estimated as follows:
(W=Week)

[_____]

Page 2 of 5
Notes:
- 1 week = 5 working days (excluding Saturdays, Sundays and public holidays).
- The duration above does not include time for the Client to evaluate/comment/respond
regarding the Consultant’s documents and/or questions.

5. Termination.

5.1 This Contract automatically expires upon completion of the Service or otherwise agreed
by the Parties.
5.2 Upon any termination of the Contract, the Client shall pay to the Consultant for all
Services performed up to such termination and any other amounts agreed in this Contract
and permitted under the governing laws.
6. Language and governing laws

6.1 The official version of this Contract is made in English.

6.2 This Contract shall be governed by and construed in accordance with the Laws of ______.
6.3 The Parties shall first attempt to settle amicably any dispute arising out of or in
connection with the contract, including but not limited to any issues regarding its
existence, validity or termination (a "Dispute").
6.4 In case the Parties cannot reach an amicable settlement within thirty (30) days from the
date of a notice of Dispute, such Dispute shall be referred to and finally resolved by the
_____ International Arbitration Center (____), and in accordance with the Arbitration
Rules of ____ ("____Rules") for the time being in force.
6.5 The arbitration proceedings shall be held in ____. The arbitration shall be conducted in,
and the award shall be rendered in English language. The Arbitration Tribunal shall consist
of one arbitrator, who shall not have the Parties’ country’s nationalities. Such arbitrator
shall be appointed by the Chairman of ___ from _____ panels of arbitrators.
6.6 The arbitral award shall be final and binding upon the Parties, and shall be the sole and
exclusive remedy between the Parties regarding the Dispute submitted to the Arbitral
Tribunal. Except otherwise decided by the Arbitration Tribunal, the Party who lost the
case shall bear costs and all expenses arisen during the case.
6.7 This Contract and the rights and obligations (to the exception of the obligations subject to
the Dispute) of both Parties shall be fully performed pending the award in any arbitration
proceeding hereunder.

7. Entire agreement

This Contract is intended by the Parties. It constitutes the final complete and entire agreement
and supersedes all prior communications, understandings and agreements relating to the project
hereof, which may have been made by the parties either orally or in writing prior to effective date
hereof, and which shall become null and void from the date this Contract is signed.
This Contract may be amended or modified in whole or in part at any time by an agreement in
writing signed by a duly authorized representative of each of the parties hereto.

This Contract is made in ____, and made in two (2) copies in English. Each Party keeps one (1)
copy.

IN WITNESS WHEREOF the Parties hereto have executed this Contract as of the day and year
first above written:

For and on behalf of the Consultant For and on behalf of the Client

Page 3 of 5
 ANNEX 1 :

SCOPE OF SERVICES

Page 4 of 5
 ANNEX 2 :

INFORMATION AND DATA TO BE PROVIDED BY THE CLIENT

Page 5 of 5