AGENCY AGREEMENT

This Agreement is made and entered into on this day of dd/mm/yyyy, By and
Between:
Shanghai Power Equipment Research Institute (SPERI), a company duly incorporated
and existing under the laws of China, with its registered office at 1115 Jianchuan
Road, Minhang 200240, Shanghai, China (" SPERI "); and
PT. XYZ, a company duly organized and exists under the laws of Indonesia with
registered office
at. (PTXYZ).
Whereas PTXYZs clients/potential clients are to undertake various Power Generation
Projects, Co-Generation Projects and renewable Energy Projects at PT.PLN in
Indonesia (the " Projects")
Whereas PTXYZ has agreed to make available to SPERI certain information in relation
to the Projects with a view to preparation of Design & Engineering, Procurement and
Construction (EPC) proposal by SPERI for such Projects. PTXYZ has agreed to offer
support, assistance and cooperation to help SPERI gain the project order especially
like the IPP project managed by PT.PLN of Indonesia (the Task)
Whereas, the PTXYZ and SPERI have agreed to work together on the Projects
introduced by PTXYZ.
Now, therefore, in consideration of the mutual covenants and Agreements herein
stipulated, the Parties hereto agree as set fourth hereunder:
Article 1 - Agency
SPERI appoints PTXYZ as its agent for PT.PLN Indonesia to search suitable Design and
Engineering, EPC and O&M contracts for the Projects. PTXYZ will support SPERI in
bidding, contract negotiation and project performance.
Article 2 Scope of Services
In its capacity as the Project Representative PTXYZ shall provide to SPERI the
following services in respect of the project and such other services as may be
mutually agreed between the parties.
1. PTXYZ shall assist SPERI in making a competitive bid for the project.
2. PTXYZ will obtain and promptly communicate information to SPERI concerning
the Projects and will otherwise mentor, report and advise on the status of the
project.
3. PTXYZ shall exert all its efforts to expedite the award of the Projects to SPERI
by the client.

4. PTXYZs role is to provide the best suggestion according to its management

/experts knowledge and market experience but the final decision shall be
taken by SPERI.
5. PTXYZ will assist SPERI in discussions with the client.
6. After Contract award, PTXYZ shall also provide such services (such as local
coordinating service, etc.), aids, assistances or advises as necessary and
reasonably requested for the performance of the Contract signed with clients.
7. SPERI shall cooperate and support PTXYZs efforts by providing necessary
technical/ commercial assistance.
8. PTXYZ will assist SPERI in successful development and completion of the
Projects.
9. If SPERI intends to award a specific job/ work which requires partial or full
working in that case SPERI shall pay the working cost to PTXYZ which will be
mutually negotiated and agreed by both parties; such kind of working cost shall
be according to market standards and norms.
10.If some client or project owner directly contact SPERI in that case SPERI shall
provide all info to PTXYZ of the contact person. By virtue of this agreement,
the PTXYZ has no authority to legally bind, commit, act for or sign on behalf of
SPERI unless otherwise expressly authorized in writing to do so from the SPERI.
Article 3 Remuneration
In the event that the SPERI is awarded the project by Client based on the cooperation
with PTXYZ, SPERI agrees to pay PTXYZ commission according to the actual situation
of each project. The commission fee should be flexible according to the different
condition of each project. It should be negotiated and fixed by both parties before
the projects contract be signed by SPERI and the Client.
SPERI shall pay the commission amount to PTXYZ with the same proportion of amount
which SPERI will get from sponsors.
SPERI shall pay the commission amount within fifteen (15) working days after
receiving the money form project sponsor in any bank advised by PTXYZ. In this case,
an individual service Contract shall be signed for each project.
Article 4 Expenses
1. All cost and expenses incurred by each party in connection with the
implementation of the Agreement shall, except where otherwise agreed, be borne by
the respective party regardless of the success or failure of securing the Project
Contract.
2. In case if SPERI received the X amount of fee for bid preparation to recover the
initial cost such amount shall be shared between SPERI and PTXYZ with 80:20. The
cost will be deducted from the commission fee paid to PTXYZ if the bid preparation as
part of Contract Price award to SPERI.

Article 5 Modification & Renewal

If any modification, alteration, amendment of this Agreement is necessary, it shall be
subject to prior discussion and mutual consent between the Parties and executed in
writing.
Article 6 Contract Liability
1. SPERI acknowledges that they will fully responsible for the contractual
liabilities under the Projects, undertaken under this Agreement and PTXYZ shall
be hold harmless and indemnified against any losses, penalties, fines or claims
of any nature arising from any clause including acts or omissions of employees
of SPERI.
2. When there are troubles occurring in executing these Projects, PTXYZ would
use its reasonable efforts to help SPERI to solve these problems using its
resources.
Article 7 Effective Period & Expiry
This agreement shall come into force from the date of signing this Agreement by both
Parties and be valid for one year.
When anyone of the following events has been happened, this Agreement shall
automatically cease to be in force:
1. The Client has issued the mentioned Projects to another company,
2. The Client has terminated the mentioned Projects,
3. The tender of the mentioned Projects have been not put into effect in two
years after signing this Agreement.
4. Both parties are agreed that if one project drops due to above reasons and
second project is in negotiations so this agreement shall continue.
Article 8 Arbitration & Governing Law
All disputes and discrepancies between the parties arising out of or in connection with
this Agreement shall be solved in a friendly manner in first instance and if agreement
cannot be reached then shall finally be settled by arbitration in accordance with the
laws of Singapore and regulations of International Chamber of Commerce.
Article 9- Successors & Assigns
This Agreement shall bind and inure to the benefit of the parties to this Agreement,
their successors and permitted assigns.

Article 10 Confidentiality of Information

Both parties shall neither directly nor indirectly disclose to any third party, unless
officially required, any confidential information, data, financial status, trade secrets,
operation or professional know-how of either party where such information is not
available generally to third parties.
Article 11 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
Singapore.
Article 12 - Notices
All notices, communications or requests to be given or made by either party to the
other must be in writing and they shall be delivered to the address indicated here
above.
IN WITNESS thereof, the parties here to have caused this Agreement to be executed
by their duly authorized representatives as of the date first written above and each
party retains one original.
Shanghai Power Engineering Research Institute

PT. XYZ

Chen Hongxi
General Manager

President Director

Date :

Date :