Framework-Agreement-for-strategic-cooperation战略合作框架协议.docx

Xxxxxx  Corporation

Indonesia xxx Corporation

Framework Agreement for
Strategic Cooperation

Framework Agreement for Strategic Cooperation

Party A:  
Legal representative:
Contact:
Address:
Tel:
Fax:
E-mail:

Party B: xxx Corporation (xxx Group Sole Co., Ltd.), Republic of Indonesia
Legal representative: xxxx Chairman as Representative
Contact: xxx
Address:              
Phone: (+ 62-xxx) xxxxxxxx    (+ 62-xxx) xxxxxxxx
E-mail: xxxxx@

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-term strategic partnership. In order to fully exert Party B’s resources advantages in Indonesia and expand Party A’s construction projects, trade, investment, and other related businesses in Indonesia, Both Parties have signed a strategic cooperation agreement and hereby agree to abide by it.

I. General Provisions
1.1. On the basis of mutual benefit, Both Parties agree to form a long-term strategic partnership in order to fully exert Party A’s strengths in leading the “go international” platform for Chongqing enterprises and Party B’s resources advantages in Indonesia, to promote Party A’s investment, trade, construction projects, and other areas of economic and technical cooperation in Indonesia, and to further enhance Party A’s market development capabilities in line with Chongqing’s “go international” economic development strategy.
1.2. This Cooperation Agreement is a framework document which outlines the rights and obligations of Both Parties in principle. A specific business agreement and contract signed by Both Parties shall be established in accordance with the principles of this Agreement.
1.3. Specific business under the framework of this Cooperation Agreement shall be set in a separate individual contract. If there is any inconsistencies between this Agreement and the individual contracts, then the individual contracts shall prevail; Matters which are not set in the individual contracts shall be applicable to this Agreement.

II. Strategic Cooperation Method
According to the situation of Indonesian market and Party A’s demand, Party B shall recommend 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, feasibility analysis and demonstration related to the specific projects, assist in contacting and coordinating with relevant government departments, other companies, and intermediaries, in order to facilitate Party A in following up the implementation of related projects. According to the actual situation of the project, Party A shall pay service fee to Party B in accordance with Party B’s service contents and the contract for specific projects agreed by Both Parties. Or Both Parties can establish a joint venture to invest and manage specific projects and distribute the profits according to the agreed proportion. On the basis of project cooperation, Both Parties can also set up a joint business venture in accordance with the relevant laws and regulations in Indonesia to further develop the Indonesian market.

III. Geographic Area of Cooperation
Indonesian regions; when the conditions are ready, by mutual agreement of Both Parties, the area could be extended to the surrounding regions, i.e. Malaysia, Philippines.

IV. Content of Cooperation
4.1. Consultation on Investment Projects in Indonesia
4.1.1. Collect information on investment in Indonesia for Party A, assist in conducting the Indonesian market research analysis and investment feasibility studies, and use Party B's resources to acquire projects.
4.1.2. Assist Party A in completing the review and approval of investment projects in Indonesia and other procedures, coordinating with relevant institutions, obtaining approvals from authorized Indonesian government agencies.
4.2. Intermediary Agency Services for project contracting in Indonesia
4.2.1. Party A consents Party B to act as Party A’s representative in Indonesia to develop construction projects in Indonesia, collect information on construction projects in Indonesia for Party A, conduct market research analysis and demonstration and screening the construction projects in Indonesian, assist Party A in completing the preparation of tender documents and participate in tenders, and use Party B’s resources to acquire projects.
4.2.2. Assist Party A in handling project related matters during construction.
4.3. International Trading in Indonesia
4.3.1. Party B shall use its resources in Indonesia to provide information on international trading for Party A, assist Party A in conducting business negotiations with relevant 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 assist in obtaining relevant approval procedures, coordinating and handling the relationship with government agencies and other relevant parties during the development, construction, and operation.
4.4. Joint Investment and Development
To set up a joint business venture in accordance with the relevant laws and regulations in Indonesia, where Party A is the controlling shareholder and Party B is the participating shareholder. Both Parties will jointly develop projects approved by Both Parties, on business fields agreed by Both Parties, and in the market scope according to geographical division.

V. Service and Commitment
5.1. During Both Parties’ cooperation process and in the spirit of good faith, Party A is committed to fully and appropriately fulfill the following obligations:
5.1.1. Party A shall deem Party B as a partner in providing resources and information in Indonesia, and according to business requirements, information, and positive demonstration provided by Party B, Party A shall strive to contribute to the practical implementation of the related project.
5.1.2. Party A shall promptly provide the priority areas and trends of this corporation’s overseas investment projects to Party B.
5.1.3. When a specific project is implemented based on Party B’s recommendation, advice, and assistance, Party A is committed to strictly fulfill the obligation to pay service fees or set up joint ventures according to the contract for specific projects signed by Both Parties.
5.2. During Both Parties’ cooperation process and in the spirit of good faith, Party B is committed to fully and appropriately fulfill the following obligations:
5.2.1. Party B shall fully exert its strengths in network, personnel, and other resources in Indonesia, continuously optimize and improve the quality of information, and actively provide 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 to conduct long-term investment, financing, acquisition, construction, trading, and other projects in the region;
5.2.2. According to the development needs of Party A, and in accordance with the content and scope of the above cooperation agreement, Party B shall promptly and effectively 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 B’s recommendation or not, before Party A explicitly forego those projects, Party B shall not introduce or recommend those projects to other party.

VI. Supplementary Provisions
6.1. Confidentiality Clause
Both Parties, without the consent of the other, shall not disclose government secrets and commercial secrets learned in the cooperation process to anyone, except if it is required by the laws, regulations, regulatory or requested by the judicial, administrative or other authorities to provide the information to the hired audit, legal, and other external professional advisors, or if it is otherwise agreed by this Agreement.
6.2. Other Matters
6.2.1. This Cooperation Agreement can be amended or supplemented by a written consent from Both Parties. Any amend or supplement to this Agreement shall constitute an integral part of this Agreement.
6.2.2. Matters not covered in this Agreement shall be negotiated and dealt by Both Parties, 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 is signed by the legal representatives or authorized representatives of Both Parties. After the expiration date, this Agreement can be renewed by mutual agreement.
6.2.4. This Cooperation Agreement is made in quadruplicates. Each Party shall keep two copies, both having the same legal effect.

Party A:
Signature of authorized representative:
Party B:
Signature of authorized representative:

Signed on: December 10th, 2015
Signed at: Jakarta, Republic of Indonesia