Framework Agreement for strategic cooperation战略合作框架商议.pdf

XxxxxxXxxxxx CorporationCorporationIndonesia xxx CorporationIndonesia xxx CorporationFramework Agreement forFramework Agreement forStrategic CooperationStrategic CooperationFramework Agreement for Strategic CooperationParty A:Legal representative:Contact:Address:Tel:Fax:E-mail:Party B:xxx Corporation(xxx Group Sole Co.,Ltd.),Republic of IndonesiaLegal representative:xxxx Chairman as RepresentativeContact:xxxAddress:Phone:(+62-xxx)xxxxxxxx(+62-xxx)xxxxxxxxE-mail:Based on the basic principles of equality,voluntariness,mutual benefit,and integrity,as well as through friendly consultations,Both Parties decide to establish a long-termstrategic partnership.In order to fully exert Party Bs resources advantages in Indonesiaand expand PartyAs construction projects,trade,investment,and other relatedbusinessesin Indonesia,Both Parties have signed a strategic cooperation agreementand hereby agree to abide by it.I.General Provisions1.1.On the basis of mutual benefit,Both Parties agree to form a long-term strategicpartnership in order to fully exert Party As strengths in leading the“go international”platform for Chongqing enterprises and Party Bs resources advantages in Indonesia,topromote Party As investment,trade,construction projects,and otherareasofeconomicandtechnicalcooperationin Indonesia,andtofurtherenhancePartyAsmarketdevelopmentcapabilitiesinlinewithChongqings“gointernational”economic development strategy.1.2.This Cooperation Agreement is a framework document which outlines the rightsand obligations of Both Parties in principle.A specific business agreement and contractsigned by Both Parties shall be established in accordance with the principles of thisAgreement.1.3.Specific business under the framework of this Cooperation Agreement shall beset in a separate individual contract.If there is any inconsistencies between thisAgreement and the individual contracts,then the individual contracts shall prevail;Matterswhich are not set in the individual contracts shall be applicable to this Agreement.II.Strategic Cooperation MethodII.Strategic Cooperation MethodAccording to the situation of Indonesian market and Party As demand,Party B shallrecommend to Party A construction,trade,investment projects that is suitable for Party A,and assist Party A in following up the market research,information gathering,feasibilityanalysis and demonstration related to the specific projects,assist in contacting andcoordinating with relevant government departments,other companies,and intermediaries,inordertofacilitatePartyAinfollowinguptheimplementationofrelatedprojects.According to the actual situation of the project,Party A shall pay service fee toParty B in accordance with Party Bs service contents and the contract for specific projectsagreed by Both Parties.Or Both Parties can establish a joint venture to invest andmanage specific projects and distribute the profits according to the agreed proportion.Onthe basis of project cooperation,Both Parties can also set up a joint business venture inaccordance with the relevant laws and regulations in Indonesia to further develop theIndonesian market.III.Geographic Area of CooperationIII.Geographic Area of CooperationIndonesian regions;when the conditions are ready,by mutual agreement of BothParties,the area could be extended to the surrounding regions,i.e.Malaysia,Philippines.IV.Content of CooperationIV.Content of Cooperation4.1.Consultation on Investment Projects in Indonesia4.1.1.Collect information on investment in Indonesia for Party A,assist in conductingthe Indonesian market research analysis and investment feasibility studies,and use PartyBs resources to acquire projects.4.1.2.Assist Party A in completing the review and approval of investment projects inIndonesia and other procedures,coordinating with relevant institutions,obtainingapprovals from authorized Indonesian government agencies.4.2.Intermediary Agency Services for project contracting in Indonesia4.2.1.Party A consents Party B to act as Party As representative in Indonesia todevelop construction projects in Indonesia,collect information on construction projects inIndonesia for Party A,conduct market research analysis and demonstration andscreening the construction projects in Indonesian,assist Party A in completing thepreparation of tender documents and participate in tenders,and use Party Bs resourcesto acquire projects.4.2.2.Assist Party A in handling project related matters during construction.4.3.International Trading in Indonesia4.3.1.Party B shall use its resources in Indonesia to provide information oninternational trading for Party A,assist Party A in conducting business negotiations withrelevant Indonesian companies;4.3.2.Party B shall use its resources in Indonesia to assist Party A in developing,constructing,and managing regional markets or specialty markets in Indonesia,and assistin obtaining relevant approval procedures,coordinating and handling the relationship withgovernment agencies and other relevant parties during the development,construction,and operation.4.4.Joint Investment and DevelopmentTo set up a joint business venture in accordance with the relevant laws andregulations in Indonesia,where Party A is the controlling shareholder and Party B is theparticipating shareholder.Both Parties will jointly develop projects approved by BothParties,on business fields agreed by Both Parties,and in the market scope according togeographical division.V.Service and Commitment5.1.During Both Parties cooperation process and in the spirit of good faith,Party A iscommitted to fully and appropriately fulfill the following obligations:5.1.1.Party A shall deem Party B as a partner in providing resources and informationin Indonesia,and according to business requirements,information,and positivedemonstration provided by Party B,Party A shall strive to contribute to the practicalimplementation of the related project.5.1.2.Party A shall promptly provide the priority areas and trends of this corporationsoverseas investment projects to Party B.5.1.3.When a specific project is implemented based on Party Bs recommendation,advice,and assistance,Party A is committed to strictly fulfill the obligation to pay servicefees or set up joint ventures according to the contract for specific projects signed by BothParties.5.2.During Both Parties cooperation process and in the spirit of good faith,Party B iscommitted to fully and appropriately fulfill the following obligations:5.2.1.Party B shall fully exert its strengths in network,personnel,and other resourcesin Indonesia,continuously optimize and improve the quality of information,and activelyprovide relevant market information within the above regions to Party A,and,if needed,assist in the completion of the corresponding local services,thus enabling Party A toconduct long-term investment,financing,acquisition,construction,trading,and otherprojects in the region;5.2.2.According to the development needs of Party A,and in accordance with thecontent and scope of the above cooperation agreement,Party B shall promptly andeffectively provide quality and efficient consulting and special services for Party A.5.2.3.For projects that are being studied or developed by Party A in Indonesia,whether those projects are based on Party Bs recommendation or not,before Party Aexplicitly forego those projects,Party B shall not introduce or recommend those projectsto other party.VI.Supplementary Provisions6.1.Confidentiality ClauseBoth Parties,without the consent of the other,shall not disclose government secretsand commercial secrets learned in the cooperation process to anyone,except if it isrequired by the laws,regulations,regulatory or requested by the judicial,administrative orother authorities to provide the information to the hired audit,legal,and other externalprofessional advisors,or if it is otherwise agreed by this Agreement.6.2.Other Matters6.2.1.This Cooperation Agreement can be amended or supplemented by a writtenconsent from Both Parties.Any amend or supplement to this Agreement shall constitutean integral part of this Agreement.6.2.2.Matters not covered in this Agreement shall be negotiated and dealt by BothParties,or executed in accordance with the national laws and regulations.6.2.3.This Agreement is valid for three years starting from the date this Agreement issigned by the legal representatives or authorized representatives of Both Parties.After theexpiration date,this Agreement can be renewed by mutual agreement.6.2.4.This Cooperation Agreement is made in quadruplicates.Each Party shall keeptwo copies,both having the same legal effect.Party A:Signature of authorized representative:Party B:Signature of authorized representative:Signed on:December 10th,2015Signed at:Jakarta,Republic of Indonesia