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8/12/2019 General Consultancy Agreement (English) 20131014
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DATED THE ____ DAY OF ______________2013
Consultancy Agreement
Between
PT Lippo Karawaci Tbk.
(the CLIENT)
And
XXXXXXXXX
(the CONSULTANT)
APPOINTMENT OF
DESIGN CONSULTANT
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TABLE OF CONTENTS
Clauses Heading PageAGREEMENT FOR SERVICES AS CONSULTANT .............................................................................................. 1
TERMS AND CONDITIONS OF AGREEMENT .................................................................................................. 2
1. INTERPRETATION............................................................................................................................ 2
2. SCOPE OF SERVICES ........................................................................................................................ 4
3. COMMENCEMENT AND COMPLETION OF THE AGREEMENT ........................................................ 4
4. STANDARD OF SERVICES ................................................................................................................ 4
5. LIABILITY OF THE CONSULTANT ..................................................................................................... 5
6. PROVISION OF PERSONNEL ............................................................................................................ 5
7. INFORMATION AND PROGRESS REPORTS ...................................................................................... 7
8. INTELECTUAL PROPERTY RIGHTS ................................................................................................... 7
9. RATE OF PROGRESS ........................................................................................................................ 8
10. PAYMENTS ...................................................................................................................................... 8
11. TAX ................................................................................................................................................. 9
12. SUSPENSION ................................................................................................................................. 10
13. TERMINATION .............................................................................................................................. 10
14. ASSIGNMENT ................................................................................................................................ 11
15. SETTLEMENT OF DISPUTE............................................................................................................. 12
16. APPLICABLE LAW .......................................................................................................................... 12
17. FORCE MAJEURE........................................................................................................................... 1318. INVALIDITY OF ANY PROVISION ................................................................................................... 13
19. ENTIRE AGREEMENT/AMENDMENTY/WAIVER ............................................................................ 13
20. NOTICE.......................................................................................................................................... 14
21. VARIATIONS TO THE PROJECT ...................................................................................................... 14
22. CONFLICT OF INTEREST ................................................................................................................ 15
23. DOCUMENTS ................................................................................................................................ 15
24. ACCESS .......................................................................................................................................... 16
25. CONFIDENTALITY .......................................................................................................................... 16
26. INDEMNIFICATION ....................................................................................................................... 16
27. LANGUAGE ................................................................................................................................... 17Schedule 1. Key Personnel for The Services
Schedule 2. Scope of Services
Schedule 3. Payment Schedule
Schedule 4. Lithography Charges
Schedule 5 Travel Authorisation Form for Consultant
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CLIENTs Initial__________ CONSULTANTs Initial__________
AGREEMENT FOR SERVICES AS CONSULTANT
THIS AGREEMENT (hereinafter, together with the Terms and Conditions of Agreement and all the
Documents referred hereto and forming an integral part hereof, called the Agreement) is made on
the _________day of January in the year of Two Thousand and Thirteen (2013).
BETWEEN
1. PT Lippo KarawaciTbk., a limited liability company duly established under the law of Republic
Indonesia, having its office address at [xxxxx (tax registration address/NPWP)] and mailing
address at 2121 Boulevard Gajah Mada #01-01, Lippo Cyber Park, Lippo Karawaci Utara,
Tangerang, 15811, Indonesia (hereinafter referred to the CLIENT); and
2. XXXXXXXX, a limited liability company duly established under the law of Republic Indonesia,
having its office address at XXXXXX (hereinafter referred to the CONSULTANT).
Both the CLIENT and the CONSULTANT individually referred to as a Party and collectively as The
Parties.
WHEREAS
(1) the CLIENT intends to develop, construct and complete high-rise residential development ona XX-acre site with F.A.R of XXX, approximately XXXX units with communal facilities e.g.
clubhouse, swimming pools, other amenities and car parking spaces at Jakarta, Indonesia
(hereinafter called the Project).
(2) the CLIENT is desirous that the Design Consultancy Services (the Services) particulars of
which are set out in Schedules 2, be rendered by the Consultant appointed for the Project in
accordance with this agreement.
NOW IT IS HEREBY AGREEDand declared by and between the parties hereto as follows: -
The CLIENT hereby appoints the CONSULTANT and the CONSULTANT accepts the appointment to
undertake the Services as stated in accordance with the following:-
(1) The Acceptance information is dated __________ .
(2) Terms and Conditions of Agreement and the Schedules annexed hereto.
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CLIENTs Initial__________ CONSULTANTs Initial__________
TERMS AND CONDITIONS OF AGREEMENT
1. INTERPRETATION
1.1 DEFINITION
All words or the term as defined in this Agreement unless expressly otherwise stated
have understanding as follows:
Agreementshall mean this agreement and any and all schedules to this Agreement as
the same may be amended, modified or supplemented from time to time in accordance
with the provisions set out herein.
CLIENTshall mean PT Lippo Karawaci Tbk.including its successors in title.
CONSULTANTshall mean XXXXXX, its successors and permitted assignees. Where the
CONSULTANT is a partnership, the partners shall be jointly and severally liable for the
obligations contained in this Agreement and the liabilities arising therefrom.
Projectshall mean the high-rise residential development on aXX-acre site with F.A.R
of XXX, approximately XXXXunits with communal facilities e.g. clubhouse, swimming
pools, other amenities and car parking spaces.
Siteshall mean the Project site at Jakarta, Indonesia.
Worksshall mean the construction and completion of the above Project.
Brief shall mean all information provided by the CLIENT describing the functional,
operational, qualitative, quantitative, time and cost requirements in respect of the
Services and other supporting information provided by the CLIENT from time to time.
CLIENTs Approval shall mean approval given by the CLIENT directly or through the
CLIENTs representative, which approval shall not relieve the CONSULTANT from his
professional obligations under this Agreement.
Copyright Works shall mean any design, drawing, data, specifications and similar
information relating to the Project including all readable or computer or other machine
readable data logic, logic diagram flow charts, or other material which is produced by
the CONSULTANT and the Local Consultants for the purpose of or in connection with
the Project including but not limited to the items described herein.
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Contractorsshall mean contractors employed by the CLIENT for the construction and
completion of the Project including but not limited to specialist contractors, nominated
sub-contractors and suppliers or domesticated sub-contractors and direct suppliers.
Direction includes any agreement, approval, authorization, certificate, decision,
demand, determination, direction, explanation, instruction, notice, notification, order,
permission, rejection, request or requirement which the CLIENT or the CLIENTs
representative may make, give or issue, pursuant to the provision of this Agreement.
Document shall mean all records, reports, documents, papers and other materials
whatsoever originated by or on behalf of the CONSULTANT pursuant to this Agreement.
Project Manager shall mean person who has been appointed as the CLIENTs
representative and who has been delegated with the authorities by the CLIENT to act
on behalf of the CLIENT to manage the Project. Prior notice in writing of any such
authorization shall be given by the CLIENT to the CONSULTANT. Such authorization
shall continue to be in force until such time as the CLIENT shall notify the CONSULTANT
in writing that the same is terminated.
Related Company shall mean any company, which is related to any of the Parties
whereby that company is the holding company or subsidiary of that Party or has thesame holding company as that Party.
Services shall mean the services more particularly set out in Schedules 2 of this
Agreement.
Other Consultant shall mean other consultants other than the CONSULTANT who has
been appointed by the CLIENTs appropriate the Acceptance information to perform
other consultancy services by the Client.
Local Consultant shall mean local consultants in the country/city where the Project is
located and appointed by the CLIENT to perform other consultancy services by the
CLIENT.
1.2 The definitions of these Terms above are for convenience only and shall not be deemed
to be part thereof or be taken into consideration in the interpretation or construction
thereof or of the Agreement.
1.3 Words importing the singular only also include the plural and vice-versa where the
context requires. The word days denotes calendar days.
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1.4 Reference to any statute or statutory provision includes a reference to the statute or
statutory provisions as from time to time amended, extended or re-enacted.
1.5 The Schedules hereto is an integral part of this Agreement and shall have the same
force and effect as if expressly set out in the body of this Agreement.
1.6 Nothing contained herein shall be construed as establishing or creating a relationship of
master and servant or principal and agent.
2. SCOPE OF SERVICES
The Services to be performed by the CONSULTANT under this Agreement are described in
Schedule 2.
3. COMMENCEMENT AND COMPLETION OF THE AGREEMENT
3.1 This Agreement shall be deemed to have come into force on the date as specified since
the Agreement is signed until the completion of services by CONSULTANT under the terms
of this Agreement.
3.2 The CONSULTANT shall commence and complete the Services in accordance with the
requirements set out in this Agreement.
4. STANDARD OF SERVICESThe CONSULTANT shall at all times during the period of this Agreement provide the following
Standard of Services: -
4.1 Faithfully and diligently fulfill his obligations under this Agreement in accordance with
recognized professional and technical standards, knowledge, expertise and experience;
4.2 Exercise all reasonable skill, care and diligence in the discharge of the Services;
4.3 Work in the best Services to the CLIENT;
4.4 Act as a faithful adviser to the CLIENT in all professional matters;
4.5 Comply with all reasonable directions of the Project Manager;
4.6 Co-ordinate with the Other Consultant appointed by the CLIENT including but not
limited to the preparation, submission, supervision, obtaining approvals from all
authorities;
4.7 Provide all the expert technical advice and skills which are required for the class of the
Services for which he is engaged in this Project; and
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4.8 Without prejudice to Clause 5.1, as and when required by the CLIENT, the CONSULTANT
shall at his own cost and within a period agreed by the Parties, expiate and/or
omissions in the Services to the satisfaction of the CLIENT.
5. LIABILITY OF THE CONSULTANT
5.1 The CONSULTANT shall indemnify and hold harmless the CLIENT, the Project Manager
and its successors for and against any and all claims, damages, expenses or costs
(including those asserted by third parties) arising directly or indirectly from his acts,
errors or omissions conducted by the CONSULTANT and/or its successors. The
CONSULTANT shall if required by the CLIENT provide documentation and records
necessary for the CLIENT to clarify the liability of the CONSULTANT under this provision
and for other purposes including the need to verify payments to be made to the
CONSULTANT. The CONSULTANT shall attend and respond to all queries raised by the
CLIENT or the Project Manager in relation to the Services and the products of such
Services provided by the CONSULTANT at no additional cost to the CLIENT.
5.2 The CONSULTANT shall be liable for any violation or alleged infringement of intellectual
property rights of legal provisions or rights of third parties in respect of any documents,
trademarks, industrial designs, patents and/or discoveries prepared by the
CONSULTANT and shall indemnify the CLIENT against any claims, losses, claims, costsassociated with infringement or alleged infringement of patents and/or copyrights.
5.3 Due consideration shall be given to associated works not under the scope of the
CONSULTANT and the close interaction and interface required with the Contractors
and/or the Other Consultant(s) and/or the Local Consultant(s) of the CLIENT.
6. PROVISION OF PERSONNEL
6.1 The Parties agrees that the Services shall be performed by the Personnel (hereinafter
called the Personnel) identified in Schedule 1. Without the written consent of the
CLIENT, no changes shall be made in the Personnel. If for any reason beyond the
reasonable control of the CONSULTANT it becomes necessary to replace any of the
personnel, then within no later than .................. (.....................)days, the CONSULTANT
shall forthwith provide as a replacement, a person of equivalent or better qualifications,
experience, competence and acceptable to the CLIENT at no additional costs whatsoever
to the CLIENT.
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6.2 If any Personnel nominated by the CONSULTANT is in the CLIENTs opinion incompetent
or unqualified or unsuitable to carry out the Services, the CONSULTANT shall without
any delay and without any cost to the CLIENT provide a suitable replacement within no
later than .............. (............) day with such qualifications and experience acceptable to
the CLIENT. Any change in the personnel or any new personnel introduced or any
upgrading of staff shall be subject to prior written approval of the CLIENT.
6.3 The CONSULTANT agrees that all personnel performing the Services shall be its
employees and under their payroll and it shall be responsible for all acts or omission of
such personnel.
6.4 The CONSULTANT shall ensure that under the contract of employment of each personnel
nominated for the Project, any intellectual property rights arising out of or relating to
work done by that personnel for the CONSULTANT will vest in the CLIENT and that such
personnel will have no title right or interest whether legal or beneficial in any such
intellectual property rights.
6.5 The Personnel shall be available at all times to perform the Services where such Services
are necessitated by the exigencies of the construction works. The CONSULTANT shall
give the CLIENT immediate written notification of any of the CONSULTANT personnel
being absent or unable to perform the Services for any reason whatsoever for a period
of more than seven (7) days and the CONSULTANT shall without delay and without anycost to the CLIENT provide suitable replacements within seven (7) days from the date of
notification.
6.6 The CONSULTANT shall be responsible for making appropriate tax or any other
applicable statutory or tax regulatory deductions and insurance contributions for its
personnel and the CONSULTANT agrees to indemnify the CLIENT in respect of any claims
that may be made by the relevant authorities against the CLIENT in respect of tax
demands or insurance or similar contributions relating to the Services provided by the
CONSULTANTs personnel and by the CONSULTANT.
6.7 The CLIENT undertakes no responsibility in respect of any life, health, accident, travel
and other insurance which may be necessary or desirable for the Personnel or specialists
associated with the CONSULTANT for the purpose of the Services.
6.8 The CONSULTANT shall work closely with the Project Manager and other designated
personnel of the CLIENT to ensure that the Services are conducted in line with the
intended concept and direction of the CLIENT.
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7. INFORMATION AND PROGRESS REPORTS
7.1 The CONSULTANT shall keep detailed records of all things done in respect of the
provision of the Services in such form and detail as is customary in his profession or in
such format as mutually agreed by the parties.
7.2 The CONSULTANT shall permit the duly authorised representative(s) of the CLIENT and
the Project Manager from time to time to inspect their records relating to the Services,
and to make copies thereof.
7.3 The CONSULTANT shall, unless otherwise agreed, make monthly reports to the Project
Manager as to the progress of the work under the Agreement in a format approved by
the Project Manager and shall include but not be limited to identifying any matter which
will change or which has changed the scope and/or timing of the Services stating as far
as practicable in the circumstances and particulars of the change.
8. INTELECTUAL PROPERTY RIGHTS
8.1 The CONSULTANT warrants that all rights, title and interest (including copyright and
patent rights) to Intellectual Property have been produced for the sole purpose of the
Project and are unique to the Project. The CONSULTANT hereby confirms that
CONSULTANT shall not have any rights to any Intellectual Property, shall treat as
confidential any Intellectual Property which has been created for this project, and shallnot disclose to any third party any Intellectual Property without prior written Client's
approval or use any Intellectual Property for any purpose whatsoever.
8.2 The CONSULTANT acknowledges that in executing the Works, the CLIENT will rely on the
Copyright Works. Accordingly in the event that the CLIENT in terms of the Copyright,
apparently accused of violating intellectual property rights of other party, the
CONSULTANT shall indemnify and hold the CLIENT harmless against any damages,
claims, loss, costs and/or expenses in connection with such infringement or alleged
infringement.
8.3 The receipt by the CLIENT of any claim referred to in Clause 8 hereof shall be notified to
the CONSULTANT who may at his own expense conduct any litigation or negotiate any
settlement that may arise therefrom.
8.4 The CONSULTANTSwarranty in Clause 8.1 and the indemnity in Clause 8.2 shall extend
to all Document, trademarks, industrial designs, patents, inventions created for the
purpose of the Project.
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8.5 Upon the completion or termination of this Agreement, the CONSULTANT will deliver to
the CLIENT all originals and copies of the Copyright Works and the Document.
9. RATE OF PROGRESS
The CONSULTANT hereby agrees that he shall at all times perform any and all of the Services
and any other incidental services that may be required of and from the CONSULTANT by the
Project Manager pursuant to the express and implicit terms hereof. The CONSULTANT shall
comply with any direction that the Project Manager may give from time to time to ensure that
the Services achieve a reasonable rate of progress to the satisfaction of the Project Manager.
10. PAYMENTS
10.1 All payments shall be made in accordance to Tax provision in Clause 11. All payments
shall be made in Indonesia Rupiah that has been agreed by the Parties by way of transfer
to a bank designated by the CONSULTANT. If the CONSULTANT requires payments to
overseas accounts, the total payment will be converted to the exchange rate on the day
of signing the agreement. (hereinafter as Fee)
10.2 The Fee referred to in Clause 10.1 shall be payable to the CONSULTANT in accordance
with Schedule 3 to this Agreement.
10.3 The CONSULTANT shall be reimbursed at costs, for the following expenses incurred inconnection with the Project which shall be supported wherever possible by vouchers,
receipts or other relevant documents:-
a. Travelling expense between Indonesia and the country/city where the Project is
located or any other city approved by the Project Manager provided that the
incurring of such expenditure is reasonable and necessary for the proper
performance of the Services. The CLIENT shall not, in any event, be obliged to
reimburse expenditure (air and land travel, per diem, hotel accommodation, direct
travel-related sundry expenses) which is in excess of Rp. 00000 per man trip for a
maximum3 days 2 nights.
Travel Authorization Form for Consultants (Schedule 5) shall be submitted to the
Project Manager for approval prior to the commencement of travelling.
Notwithstanding the aforesaid, expenditure for all trips within the country/city
where the Project is located and Two trips to Indonesia (including all travelling
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expenses, per-diem, etc related to the first Two trips) during period of this
Agreement is included in the Fee referred to Clause 10.1 and other costs incurred in
addition to the costs referred to in this Article shall not be reimbursable on the
above basis.
b. Marketing perspectives and model;
c. Photographs and brochures;
d. Subject to the prior written approval of the Project Manager, lithography charges at
nett cost for printing of drawing and the Document. For purpose of clarity, the rates
to be used for reimbursement shall be based on that stipulated in Schedule 4.
Notwithstanding the aforesaid, the first 6 sets of all drawing and the Document shall
be supplied to the CLIENT free of charge and not reimbursable on the above basis.
10.4 The CONSULTANTs entitlement to the Fee as herein stated is agreed on the basis of his
provision of the Services under this Agreement. If the Project is prolonged or phased
due to delay in the construction by the Contractor(s), The Consultant shall not be
entitled to any claim for extra fee.
10.5 This Fee referred to in Clause 10.1 includes all expenses and costs related to all phone
calls, faxes and any other form of communication irrespective of local or overseas.
10.6 The parties hereto agree that the Fee as agreed herein shall cover and include all duties
and services (if any) rendered and performed by the CONSULTANT for the CLIENT inconnection with the Project until the completion of the Services. Any charges paid up to
the date of this Agreement shall be treated as payment on account of the Fee.
10.7 Payment by the CLIENT shall be without prejudice to any claims or rights which the
CLIENT may have against the CONSULTANT and shall not constitute any acceptance by
the CLIENT of the performance by the CONSULTANT of his obligations hereunder. Prior
to making any such payment, the CLIENT shall be entitled to make deductions or
deferments in respect of disputes or claims whatsoever with or against the
CONSULTANT. The CLIENT shall be entitled to deduct tax or any expenses due to the
CLIENT, prior to making any progress payment.
11. TAX
11.1 The CONSULTANT hereto agrees that the Fee referred to in Clause 10.1 free of all taxes
and duties associated with the fee that the CONSULTANT may be liable in the
country/city where the Project is located. The CONSULTANT shall undertake to provide
the CLIENT with the completed Certificate of Domicile Of Non-Resident For Indonesia
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Tax Withholding (Form DGT-1) or Certificate of Domicile (COD). The CONSULTANT shall
not be responsible for any taxes and duties associated with the fee in the country/city
where the project is located.
11.2 The CLIENT shall not be responsible for the CONSULTANTs liability of any taxes and
duties associated with the fee in the CONSULTANTs domicile.
11.1 The CONSULTANT hereto agrees that the Fee referred to in Clause 10.1 is including the
withholding tax (Pajak Penghasilan / PPh).
11.2 The CLIENT shall be responsible for the Value Added Tax (VAT/Pajak Pertambahan
Nilai (PPn)) from the Fee in this Agreement.
12. SUSPENSION
12.1 The CONSULTANT shall suspend performance of all or any part of the Services for such
time and such manner as the Project Manager shall direct in writing.
12.2 The Project Manager may give direct written command to the CONSULTANT to re-
commence work on the whole or relevant part of the Services at such time and manner
that the Project Manager may deem fit.
12.3 If the Project is postponed, suspended, or abandoned in whole or in part during the
stages of the Service, the CONSULTANT shall be paid for the Services performed up toreceipt of written notice from the Project Manager of such postponement, suspension
or abandonment together with reimbursement then due.
12.4 If within three (3) years,the postponed project or any part thereof shall again proceed,
the CONSULTANT shall resume his obligations and duties in accordance to this
Agreement.
13. TERMINATION
13.1 In the event of any breach by the CONSULTANT of any of its duties and obligations under
this Agreement, the CLIENT shall have the right to terminate this Agreement forthwith
before the expiration of the Agreement by notice in writing to the CONSULTANT
maximum within 30 (thirty) days and have the right to engage another consultant to
complete the outstanding provisions of the Services.
13.2 In addition to the CLIENTs rights of termination pursuant to Clause 13.1, The Parties
may terminate this Agreement forthwith by notice in writing at the latest ** days to the
other if the other:
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a. If any Party commits a breach of this Agreement which in the case of a breach
capable of remedy shall not have been remedied within fourteen (14) days of the
receipt of a notice from the innocent party identifying the breach and requiring its
remedy; or
b. if any Party is declared bankrupt by a court decision binding, dissolved or liquidated
in a state.
13.3 Notwithstanding any provisions contained in this Agreement, the CLIENT reserves the
right to terminate this Agreement without cause and without penalty, by prior written
notice to the CONSULTANT within ..............calendar days prior to the date of
termination.
13.4 Upon receipt of notice of termination of this Agreement other than termination upon
completion of the Services, the CONSULTANT shall immediately cease work, reduce
expenditure to a minimum, allow and assist the CLIENT to take possessions of all the
works performed by the CONSULTANT and subject to the terms of the Agreement,
deliver to the CLIENT any document, manuals, drawings, plans, specifications or other
document in relation to the Works and unless the termination shall have been
occasioned by the CONSULTANTs default, the CONSULTANT shall be entitled to receive
payment for the part of Services which have been properly completed, delivered to and
accepted by the CLIENT at the date of termination.
The CONSULTANT shall not be entitled to receive payment for any works carried out
after fourteen (14) days from the date that the CONSULTANT receives notice of
termination.
13.5 Termination of this Agreement for whatsoever reasons shall not affect the accrued
rights and liabilities of the Parties arising in any way out of this Agreement prior to the
date of termination.
13.6 The Parties hereby agree to waive the provisions of Article 1266 of the Indonesian Civil
Code so that no order of any tribunal will be required for termination of this Agreement.
14. ASSIGNMENT
14.1 The CLIENT shall be entitled without the prior written consent of the CONSULTANT to
assign, transfer or other ways convey its rights and obligations under this Agreement in
whole or in a part to any firm, company, or other entity and it agrees in writing to
perform the rights and obligations of the CLIENT under the provisions of this Agreement.
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14.2 The CONSULTANT shall not, without prior written consent of the CLIENT, assign its rights
and obligations of this Agreement in whole or in a part to other individual or third party.
14.3 Such consent if given shall not relieve the CONSULTANT from any liability or obligation
under this Agreement and he shall be responsible for the acts, defaults or neglects of
any sub-contractor, consultant, specialist or any party employed by the CONSULTANT.
14.4 This Agreement shall be binding upon and endure for the benefit of the successors.
14.5 The CONSULTANT shall not appoint any sub-consultant to perform the Services without
prior written consent of the CLIENT. The appointment of such sub-consultants shall not
relieve the CONSULTANT of any of the obligations under this Agreement.
14.6 Any sub-contract or modification or termination thereof relating to the performance of
the Services by the CONSULTANT shall be made only with the prior written agreement of
the CLIENT.
15. SETTLEMENT OF DISPUTE
Notwithstanding anything in this Agreement, any dispute, claim, disagreement, difference or
disagreement arising out of or relating to this Agreement (Dispute), or the breach thereof of
this Agreement shall be resolved amicably by The Parties with the following process:
a. Either party may give notice in writing adequately identifying the subject of the dispute or
difference to the other party for decision by the other party to the Agreement. Suchdecision shall be given within fourteen (14) days upon receipt by the other Party who is
required to make such decision;
b. If the aggrieved party is dissatisfied with the decision given by the other party, then the
Parties will resolve it amicably to reach agreement within 30 (thirty) calendar days after the
decision above;
c. If settlement of the Dispute is not settled amicably within the period as mentioned above,
the Parties agree to having their domicile is fixed and does not change in the Office of the
Clerk of the District Court in Tangerang and any costs incurred are the responsibility of each
party;
16. APPLICABLE LAW
16.1 The Agreement shall be subject to, governed by and interpreted in accordance with the
Laws of the Republic of Indonesia for every purpose.
16.2 The Parties irrevocably submit to the exclusive jurisdiction of the Courts of Indonesia.
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17. FORCE MAJEURE
17.1 Neither party shall be in breach of this Agreement if there is any total or partial failure of
performance by it of its duties and obligations under this Agreement occasioned by any
act of God, fire, act of Government or state, civil commotion, insurrection, embargo,
prevention from or hindrance in obtaining any raw materials, energy or other supplies,
labor disputes of whatever nature and any other reason beyond the reasonable control
of either party.
17.2 If either party is unable to perform its duties and obligations under this Agreement as a
direct result of the effect of one of those reasons stated above, that party shall give
written notice to the other party stating the reasons in question and such notice should
be given within seven (7) calendar days from the occurrence of the event which the
party is claiming as a force majeure event.
17.3 The operation of this Agreement shall be suspended during the period (and only during
the period) in which the reason continues. Forthwith upon the reason ceasing to exist
the party relying upon it shall give written advice to the other Party of this fact and the
parties shall resume performance of their respective duties and obligations.
17.4 If the force majeure continued for a period of more than ninety (90) days and
substantially affects the implementation of this Agreement, the Party has the right to
terminate this Agreement upon giving thirty (30) days written notice of suchtermination to the other party.
18. INVALIDITY OF ANY PROVISION
If any provisions or terms of this Agreement or any part thereof or otherwise to be invalid, void
or unenforceable for any reason whatsoever including but not limited by the provisions of law
or other provisions having the force of law or the decision of the court or agency or other
competent authority of the other provisions of this Agreement shall not be affected or remain
in effect. Provision declared invalid, void or unenforceable shall be deemed deleted from this
Agreement provided always that if any such deletion substantially affects or commercially
change this Agreement the Parties will negotiate in good faith to amend and modify the terms
and conditions this agreement as may be necessary or desirable.
19. ENTIRE AGREEMENT/AMENDMENTY/WAIVER
19.1 This Agreement embodies and sets forth the entire agreement and understanding of the
Parties and supersedes all prior oral or written agreements, understandings or
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arrangements relating to the subject matter of this Agreement. Neither party shall be
entitled to rely on any agreement, understanding or arrangement which is not expressly
set forth in this Agreement.
19.2 This Agreement shall not be amended, modified, varied or supplemented except in
writing signed by duly authorized representatives of the Parties and being an integral
and inseparable part of this Agreement.
19.3 The failure or delay of either party to insist upon strict performance of any of the terms
or provisions of this Agreement or to exercise any option, right or remedy contained in
this Agreement, shall not be construed as a waiver or as a relinquishment for the future
of such term, provision, right, or remedy, but the same shall continue and remain in full
force and effect. No waiver by either party of any term or provision of this Agreement
shall be deemed to have been made unless expressed in writing and signed by such
party.
20. NOTICE
20.1 Any notice or communication to the Parties under this Agreement shall be given in
writing and shall be delivered by hand (with written confirmation of receipt), registered
airmail or by courier service to the address as mentioned in the beginning of the
Agreement with the following requirements:a. if sent by first class post or express or air mail or by registered mail or other fast
postal service, seven (7) days after posting; or
b. if sent by facsimile, or other electronic media, when confirmation of dispatch is
received.
20.2 All such notices and document shall be in Indonesia/English language. To prove the
giving of a notice or other document, it shall be sufficient to show that it was dispatched.
21. VARIATIONS TO THE PROJECT
21.1 If at any time during the progress of the provision of the Services under this Agreement,
the CLIENT determines that the form or nature of the Project should be varied, the
Project Manager may so instruct the CONSULTANT and the CONSULTANT shall make
such necessary changes to accommodate the variations to the form or nature of the
Project without any additional cost to the CLIENT.
21.2 No variation to the Project may be made without prior written authority of the CLIENT.
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CLIENTs Initial__________ CONSULTANTs Initial__________
21.3 If after consultation with the CONSULTANT, the CLIENT determines that a variation of
the basis of Agreement, made pursuant to this clause, requires an adjustment to the
basis of the Fee, his instruction shall include the manner in which such adjustment of the
Fee will be determined, consistent with the basis of the Fee defined in Schedule 3 of this
Agreement.
22. CONFLICT OF INTEREST
22.1 The CONSULTANT shall inform the CLIENT of any matter connected with this Agreement
which may give rise to an actual or potential conflict of interest at any time during the
term of this Agreement.
22.2 Information provided by the CONSULTANT under this Clause shall be treated as in strict
confidence by the CLIENT.
22.3 The CONSULTANT shall not divulge any information regarding the nature or progress of
the Project or give any publicity concerning the Project to the news media or others not
nominated by the CLIENT.
23. DOCUMENTS
23.1 The Brief supplied to the CONSULTANT under this Agreement shall remain the property
of the CLIENT and shall be returned immediately by the CONSULTANT to the CLIENT ondemand in writing by the Project Manager or the CLIENT.
23.2 The Brief supplied to the CONSULTANT under this Agreement shall not, without the prior
approval of the CLIENT, be used, copied or reproduced for any purpose other than for
the execution of the Services.
23.3 The information contained in the Brief or any document supplied under this Agreement
shall not, without the prior approval of the CLIENT, be supplied or conveyed to any other
person or used for any purpose other than for the execution of the Services.
23.4 Where the CLIENT has retained the Document for which the CONSULTANT subsequently
has a reasonable need, the CLIENT may provide the CONSULTANT with sufficient copies,
at the CONSULTANTs cost, to meet that need.
23.5 CONSULTANT within 30 days from the date of termination of this Agreement shall return
to the CLIENT any Brief in its possession.
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CLIENTs Initial__________ CONSULTANTs Initial__________
24. ACCESS
The CONSULTANT shall at all reasonable times give to the CLIENT, its representative or any
person authorized by the CLIENT, access to the premises or workshop where the Services under
this Agreement are being executed and shall permit the CLIENT or any person authorized by the
CLIENT, to inspect the designs and the Document under this Agreement that has been and is
being executed by the CONSULTANT.
25. CONFIDENTALITY
25.1 The CONSULTANT shall, both during the term of this Agreement and after its expiration
or termination, keep confidential all technical, proprietary and other information which
come into its possession, pursuant to or as a result of or in the performance of this
Agreement, whether such information relates to the business and technical operations
of the CLIENT or otherwise. The CONSULTANT shall not, without the prior written
approval of the CLIENT, disclose such information to a third party save as disclosure may
be necessary for the transactions contemplated by this Agreement or under an order or
direction of Courts of Law or as required by any written law.
25.2 The obligations undertaken by the Parties pursuant to this Article shall remain valid and
binding on the Parties to this Agreement even if the validity period has expired unless it
becomes part of the public domain or required by prevailing regulations having the forceof law or ordered to be opened to satisfy a court order or other governmental agency
authorized.
26. INDEMNIFICATION
The CONSULTANT agrees and undertakes to indemnify and to keep Client indemnified, as
permitted by law, from and against actions, proceedings, damages, claims, demands, liabilities,
losses, costs and expenses whatsoever which may be made against Client, resulting directly
from any breach by Consultant of its obligations under this Agreement.
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CLIENTs Initial__________ CONSULTANTs Initial__________
27. LANGUAGE
This Agreement is drawn up in the English and Indonesian languages. If there are any
discrepancies between the two versions, the English language version will prevail, to the extent
permitted under applicable law.
Herewith, this Agreement is made by the CLIENT and agreed by the CONSULTANT. The parties hereto
have hereunto caused this Agreement to be executed of the date first above written.
Jakarta, _________________
CONSULTANT CLIENT
PT. XXXXX PT. XXXXX
[__________________] [__________________] [__________________]
Director Person of Attorney Person of Attorney
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SCHEDULE 1
KEY PERSONNEL FOR THE SERVICES
1. PERSONNEL
The CONSULTANT agrees that it will for the duration of this Agreement, appoint the following
staff, subject to the CLIENTs approval, to fulfill the role of the Design Consultant of the Project:
Design Consultancy Service
Company Name : XXXX
Director : XXXXX
Associate Director : XXXXXSenior Designer : XXXXX
Any direction from the CLIENT to the Senior Designer shall be deemed to be a direction given to
the CONSULTANT, and any matters relating to this Agreement which are within the knowledge,
or which ought reasonably to be within the knowledge of the Senior Designer shall be deemed
to be within the knowledge of the CONSULTANT.
2. CONSULTANCY SERVICES
2.1The CONSULTANT shall be fully responsible for all the stages of the Project as spelt out in
Schedule 2.
2.2The CONSULTANT shall coordinate with all Other Consultants for other detailed designs and
various Authorities consultations and submissions.
2.3The CONSULTANT shall coordinate costing from all Other Consultants appointed by the
CLIENT.
2.4Detailed services to be offered are spelt out in Schedule 2.
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SCHEDULE 2
SCOPE OF WORKS
________________ CONSULTANCY SERVICES
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SCHEDULE 3
PAYMENT SCHEDULE
1. Preambles
1.1 The fees payable by the CLIENT to the CONSULTANT for the Services rendered shall be
the agreed fixed lump sum. The fees would not be varied unless there are variations to
the Project. For avoidance of doubt, variations arising out of the CONSULTANTs act,
error or omissions shall be excluded.
1.2 The CONSULTANT shall provide the Services as described in this Agreement entirely to
the satisfaction of the CLIENT and the Project Manager regardless of the accuracy or
otherwise of the itemised breakdowns to this Schedule.
1.3 The CONSULTANTs shall deemed to have allowed for all costs, expenses, risks,
overheads and profits to meet the requirements of the Services and any repeat reports
and follow-up or rectification action made necessary to comply with the CLIENTs
requirements as stated in this Agreement. The Fee shall also be deemed to have
allowed for contingency and other expenditures necessary to fulfill the full scope of the
Services required by the CLIENT, including the necessity to work outside normal working
hours and during public holidays.
1.4 The CONSULTANT shall include details (experience and assigned duties) of the team
leader and members who will undertake the work. The CONSULTANT is deemed to
have allowed for adequate manpower resources to fulfill the CLIENTs requirements
and deliver the deliverables in a timely manner. The CLIENT thus reserves the right to
seek changes and additions to the composition of the team if it considers it desirable
for better work performance.
1.5 The Fee shall be inclusive of salaries, wages, bonuses and all related staff costs and
allowances (including the costs for accommodation and living expenses, medical
payment, insurances of whatever nature, ancillary expenditures, costs of computer
hardware and software, machines/equipment costs and any other overhead costs and
profits unless otherwise stated in this Agreement).
1.6 Payments to the CONSULTANT shall be made upon the completion and acceptance by
the Project Manager of the items of works as priced in this Schedule. There shall not
be any partial payment of the items of work as priced in this Schedule. The
CONSULTANT shall submit the request for payment, DGT 1 (for foreign consultants),tax invoice in accordance with the CLIENTs requirements.
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1.7 If no fee or any dash or other like mark has been indicated against any item in the
breakdown of the Fee, the Fee for that item shall be deemed to have been included in
other items against which the Fees have been quoted. No claim will be considered in
respect of any omission or alleged omission for items stated in the breakdown of the
Fee.
1.8 The valuation of any variation of work shall be in accordance with the breakdown of the
Fee, where appropriate.
Total Fee Payable: Rp.
Stage % of Fee Amount of Fee Cumulative % Cumulative
Fee
Upon Completion of
Post Contract Fee Total
Grand Total 100%
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SCHEDULE 4
LITHOGRAPHY CHARGES
The charges are as shown below:-
A4 Size - Rp. 0.00 per piece
A3 Size - Rp. 0.00 per piece
A2 Drawing - Rp. 0.00 per piece
A1 Drawing - Rp. 0.00 per piece
A0 Drawing - Rp. 0.00 per piece
Soft Cover Binding - Rp. 0.00 per piece
Hardcovering& Binding - Rp. 0.00 per copy
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SCHEDULE 5
TRAVEL AUTHORISATION FORM FOR CONSULTANT
Consultants Name : ________________________________________
Designation : ________________________________________
Company : ________________________________________
Project : ________________________________________
Discipline : ________________________________________
Date : ________________________________________
Trip Purpose :
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
Trip No. : [No. ]of [___ Trips included in Fee as Specified in Agreement]
Itinerary
Type of Passage Date From To Flight Number
(ETA/ETD)
Accommodation Details :
Hotel : ________________________________________
Tel No. : ________________________________________
Fax No. : ________________________________________
Submitted by : Recommended by : Joint Approval by:
_____________ ________________ __________________
PM Division Head
Note : Itinerary and detailed meeting schedule and supporting documents to be attached.