孟加拉200MW光伏项目代理协议Draft Consultant Agreement(1)

Cooperation Agreement on Consultant Service

As the result of friendly negotiation, ______ (hereinafter referred to as “First Party”) and __________(hereinafter referred to as “Second Party”), have reached this Cooperation Agreement on ______ (Name of the agreement) for the purpose of jointly developing the design, construction & operation of the Project for the ____ (Name of the project)____ (such as , Modernization, Rehabilitation, Expansion) of____ (Name of the organization) (hereinafter referred to as "Project") in the country of Bangladesh on the basis of utilizing the China soft loan of Preferential Buyer’s Credit (hereinafter refers to as “PBC”).

1.0Objectives & Scope of Cooperation: The final objectives of the cooperation

between the First Party and the Second Party are to ensure the Project is to be secured by the First Party and the project must be successfully financed by China soft loan of PBC.

2.0 Responsibilities of both Parties:

2.1 The First Party will not only act as a general contractor providing with EPC

service (Design, Procurement and Construction) to the project, but also be responsible for future operation (running and marketing) after the Project is built up.

2.2 The First Party hereby appoints the Second Party as its local consultant to

assist First Party to secure the project which is to be financed by China soft loan of PBC until the loan capital is successfully released to the First Party phase by phase.

2.3 The Second Party fully accepts above appointment and will cooperate with

the First Party smoothly until the soft loan of PBC is successfully released to the First Party phase by phase.

2.4 The Second Party does agree and promise that the first target of the consultant

service is to ensure the Memorandum of Understanding of the Project to be signed between the ____ (Name of Ministry) and _____ ( Name of Company).

and witnessed by both Chinese Premier and Bangladesh Premier when the Chinese Premier pays state visit to the Government of Bangladesh in the coming ___ ( Date).

2.5 The Second Party shall be responsible for settling down all local

arrangements to ensure the Project is approved by Bangladesh government so as to meet the requirements of ___ (Name of the Chinese Bank) for the approval and release of the soft loan of PBC.

2.6 The Second Party shall assist the First Party to settle down all the issues

(before or after the Project is secured) such as mobilization & demobilization, site clearance, sources of soil & query site, custom clearance formalities and etc.

so as to ensure the smooth proceeding of the Project.

3.0Service fees

3.1Subject to the concurrence of both Parties, the First Party shall pay service

fee to the Second Party at 5% (Percentage) calculating on the basis of the soft loan of PBC capital amount released by _____ (Name of the Chinese Bank) to the account of the First Party phase by phase. Such amount is supposed to account for 85% (Percentage) of the project investment value. That is to say, the service fee is to be paid to the Second party phase-wisely in accordance with the soft loan of PBC released by (Name of the Chinese Bank). The detail amount or percentage of service fee due to be paid to the Second Party for each phase will be discussed and stipulated in separate form after amicable negotiation between two parties.

3.2The Fees to be paid by the First Party to the Second Party shall be remitted

to the bank account designated by the Second Party. This account should be out of China mainland and Bangladesh.

3.3The both Parties further agree that the percentage of such service fees to be

paid by the First Party to the Second Party (after the deduction of the taxes, if any) shall be calculated on the basis of the 85% (Percentage)of the total contract value.

3.4 Both Parties do agree that above mentioned consultant fees shall cover all the

expenses accrued on the side of the Second Party in Bangladesh from the beginning stage of project set-up application to the end of the Project implementation.

3.5 Both Parties further agree that the costs occurred in the pursuit of such Project

opportunities prior to the contract to be awarded/effective will be borne by each Party respectively.

4.0 Matter unsettled

Any mater that is not covered under this Agreement should be settled through amicable consultations between two Parties. Any amendment, revision or supplement to this Agreement proposed by any Party shall be duly presented in written form for the other Party’s confirmati on in signature.

5.0 Validity of this Agreement

This Agreement is valid from the date of the signature till above mentioned Project comes full completion.

6.0 Language

6.1 The governing language of this Agreement shall be English.

6.2 Two original copies shall be signed and each original signed copy shall be kept by each Party respectively.

Upon signing this agreement by the legal representatives of both Parties in the city of Dhaka, Bangladesh, this Agreement will become effective on this signing day of June xx, 2015.

By First Party By Second Party

______________________________ _________________________________ Name: Name:

Position: Position:

(Name of the Company) (Name of the Company)