Page 1 of 10
TECHNICALASSISTANCE & CONSULTANCY SERVICE
AGREEMENT
FOR
OPERATION AND MAINTENANCE
OF
POWER PLANT IN _______________________
BY AND BETWEEN:
PT. _________________________
AND
PT. _________________________
1ST
OF DECEMBER 20_,_,
This Technical Assistance and Consultancy Service Agreement for Operation and Maintenance
of Power Plant in ...................................................... (hereinafter referred to as the “Agreement”)
is made and entered into on this day, ............, December 1st
, 20_,_, by and between:

Page 2 of 10
1. PT. _________________________, a company duly established and existing under the laws
of the Republic of Indonesia, having its address at ..................................................................
(hereinafter referred to as the “Owner”); and
2. PT. _________________________, a company duly established and existing under the laws
of the Republic of Indonesia, having its address at .................................................................
(hereinafter referred to as the “Contractor”).
(The Owner and the Contractor are hereinafter collectively referred to as the “Parties” and
severally as the “Party”)
WITNESSETH
A. Whereas, the Owner is the owner of plywood factory which located at ..................................
(the “Plywood Factory”) including the power plant which established at the Plywood
Factory (the “Power Plant”);
B. Whereas, to conduct the proper operation and maintenance the Power Plant, the Owner is
needs to get the technical assistance and training in regards with the operation of the Power
Plant and/or technical routine assistance and/or inspection of the Power Plant in regards with
maintenance of the Power Plant (hereinafter referred to as the “Services”) from the party
who have the expertise and experience in the operation and maintenance of the power plant;
C. Whereas, the Contractor is a party who has the expertise and experience in the operation
and maintenance of the power plant, therefore, the Owner is desires to engage and appoint
the Contractor conduct and provide the Services for the Power Plant which located in the
Plywood Factory to the Owner, and the Contractor is desires to accept such appointment
from the Owner.
Now therefore, in consideration of the mutual premises and covenants herein contained, the
Parties hereby agree as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1. Subject to the terms and conditions of this Agreement and/or any documents referred
herein, the Owner agrees to appoint and engage the Contractor to conduct and provide the
Services and the Contractor agrees to accept the appointment from the Owner to conduct
and provide the Services which will be separated into the following types of the Services:
1.1.1. The regular technical routine assistance, training, maintenance and inspection in
regards with the operation and maintenance of the Power Plant (hereinafter
referred to as the “Regular Service”); and
1.1.2. The special technical assistance, maintenance and/or inspection for emergency
case or request from the Owner (if any) of the Power Plant (hereinafter referred to
as the “Special Service”).

Page 3 of 10
1.2. For the purpose and implementation of the Services, whether in the form of Regular
Service and/or Special Service (if any), the Contractor shall provide, assign and send to the
Power Plant 1 (one) special technician who has the skills, qualification, experience,
knowledge and expertise, in accordance with the highest industry standards and practices,
in the operation and maintenance of the power plant and has worked at the plywood factory
(hereinafter referred to as the “Technician”). Provided however, in the event that, based on
the Owner judgment, the Technician which provided by the Contractor is not capable to
conduct the Services and/or the Technician is not in accordance and/or in line with the
Owner’s requirements and/or needs, the Owner shall has the rights to request to the
Contractor to replace and/or to change the Technician with another Technician, which in
accordance and/or in line with the Owner’s requirements and/or needs, not later than 2
(two) calendar days since the official written request has been sent by the Owner to the
Contractor.
1.3. During the Term of the Agreement (as defined herein), the Regular Service shall be
conducted by the Contractor in 7 (seven) days per month (including travelling time of the
Technician). The actual schedule for the Regular Service for each month will be further
agreed by the Parties in every respective month.
1.4. During the Term of the Agreement (as defined herein), the Regular Service shall be
conducted by the Contractor in the following manner:
1.4.1. The Contractor shall provide the technical advice for the operation and
maintenance of the Power Plant including proposal for modification and/or
necessary action for proper and safe operation of the Power Plant.
1.4.2. All the necessary provision of tools and material required for the appropriate
activity shall be provided by the Owner.
1.4.3. The required traveling cost from the Contractor’s office to the Owner’s Plywood
Factory shall be borne by the Owner.
1.4.4. The Contractor shall provide technical training for the operators in regular basis
including material for the proper education.
1.4.5. During the overhaul of the Power Plant, the Contractor shall provide necessary
advice for the execution of the work while the Owner shall be responsible for the
provision of necessary workers and equipment/tolls required for the overhaul.
1.5. During the Term of the Agreement, the following items shall be provided by the Owner at
the Power Plant:
1.5.1. Accommodation and meals of the Technician at the Power Plant;
1.5.2. The tools and equipment which required to conduct the Services, whether in the
form of Regular Service and/or Special Service (if any), which available in the
Plywood Factory including its uses by the Technician;
1.5.3. Any fuel, water, electricity, lubricants which required in conducting the Services
(whether in the form Regular Service and/or Special Service (if any)) in the Power
Plant.
ARTICLE 2

Page 4 of 10
SERVICE FEE, TAXES AND TERMS OF PAYMENT
2.1. The Parties agree that for the service fee for the Services that performs by the Contractor in
accordance with this Agreement, the Owner shall pay the service fee to the Contractor in
the amount as follow:
2.1.1. The service fee for the Regular Service shall be in the amount of USD ............ (in
words: .................................... United State of America Dollars only) per month
(hereinafter referred to as the “Regular Service Fee”) including income tax
(Pajak Penghasilan/PPh).
2.1.2. The service fee for the Special Service to be per diem rate basis shall be in the
amount of USD .............. (in words:....................................... United State of
America Dollars only) (hereinafter referred to as the “Special Service Fee”).
2.2. The Regular Service Fee and/or the Special Service Fee (if any) are excludes:
2.2.1. Value Added Tax (VAT);
2.2.2. Travelling cost of the Technician;
2.2.3. Any government taxes and/or all other charges to be levied in the Indonesia which
shall be borne by the Owner (if any);
2.3. During the Term of the Agreement (as defined herein), the Regular Service Fee and the
travelling cost of the Technician shall be paid by the Owner to the Contractor at the end of
every month, provided that the Owner has received the invoice for the respective payment
from the Contractor not later than 7 (seven) business days before the due date of the
respective payment.
2.4. During the Term of the Agreement (as defined herein), the Special Service Fee (if any)
shall be paid by the Owner to the Contractor not later than 7 (seven) business days since
the Owner has received the invoice for the respective payment from the Contractor.
2.5. The Service Fee shall be paid by the Owner to the Contractor into the Contractor’s bank
account which may designated in written from time to time by the Contractor.
2.6. All the bank charges incurred from the transfer process of the Service Fee shall be borne by
the Owner and all the bank charges of incurred from the receiving the Service Fee shall be
borne by the Contractor.
2.7. Except as otherwise stipulated herein, all taxes arising out or in connection with this
Agreement shall be borne by the Party in accordance with applicable tax laws.
ARTICLE 3
TERM OF AGREEMENT
3.1. The Agreement shall be valid and bind the Parties for a period of 1 (one) year from the
signing date of the Agreement (hereinafter referred to as the “Term of Agreement”).

Page 5 of 10
3.2. The Term of Agreement can be extended according to mutual written consent from the
Parties.
ARTICLE 4
PERMITS
Subject to the prior approval from the Owner and if required to conduct the Services (whether in
the form of Regular Service and/or Special Service):
4.1. The Contractor and/or its Technician shall be allowed to get free access to the Power Plant
and reserve right to open any operational document to check the actual status of the plant
operation; and
4.2. The Contractor and/or its Technician shall have the right to order necessary work directly
to the operators or works under the control of the Owner for the necessary action required
for the proper operation of the Power Plant.
ARTICLE 5
REPORT
The Contractor shall provides/issues and submits to the Owner, the realization report of scope of
work in every visit at the Power Plant, accumulation report that could be judgment by the Owner
for payment basis or continual contract.
ARTICLE 6
WARRANTY
6.1. The Contractor warrants and guarantees that the Services which will be and/or have been
conducted, provided, performed and completed by the Contractor in accordance with and
as stipulated in this Agreement and/or any documents referred herein is and will be:
a. free from any defects and/or faults in workmanship;
b. performs in a workmanlike manner by a skilled and qualified Technician in
accordance with the highest industry standards and practices;
c. not violates and/or breaches any and all applicable law and/or any other regulations
and/or any other agreement which the Contractor is a party or bound by it.
6.2. The Contractor undertakes, warrants and guarantees that the Contractor and/or its
Technician, officers, administrators, representatives, successors and/or permitted assigns
whose performing the Services on behalf of the Contractor will at all times comply with
any and all applicable law and/or any security regulations and/or company’s and/or factory
regulation in effect from time to time which applies in Indonesia and/or in each Plywood
Factory when the Services is being conducted and/or performed.
6.3. In the event that the Owner found that the Services which conducted, provided, performed,
completed and/or installed by the Contractor is defect and/or faults and/or not in
accordance with the Agreement and/or any documents referred herein, then the Contractor
shall change and/or repair and/or replace any part and/or whole part of the Services, which
determined as defects and/or fault and/or not in accordance with the Agreement and/or any

Page 6 of 10
documents referred herein by the Owner, without imposition of additional cost including
without limitation to the repair cost, replacement cost, fabrication cost, transportation cost,
accomodation cost, labour cost and/or delivery cost.
ARTICLE 7
CONFIDENTIAL INFORMATION
7.1. Unless required otherwise by law and/or court and/or arbitration order and/or decision
and/or any government authority, the Contractor and/or its Technician, officers,
administrators, representatives, successors and/or permitted assigns shall treat as
confidential all information concerning the Owner and/or its business and the performance
of the Services and/or the Power Plant and/or the Plywood Factory (hereinafter referred to
as the “Confidential Information”).
7.2. The Contractor will only use the Confidential Information as required in and for the
performance of the Services and the Contractor will not and shall not divulge such
Confidential Information to any party other than the persons designated and/or approved in
written by the Owner or the Owner’s representative. In the event the Contractor and/or its
Technician, officers, administrators, representatives, successors and/or permitted assigns is
required to furnish such Confidential Information to court and/or arbitration and/or any
government authority and/or as required by law, the Owner shall be notified in written by
the Contractor prior to the disclosure of such Confidential Information.
7.3. The Contractor and/or its Technician, officers, administrators, representatives, successors
and/or permitted assigns is obliged to hold Confidential Information and shall do so until
the termination or expiration of this Agreement. The Contractor and/or its officers,
administrators, representatives, successors and/or permitted assigns shall return to the
Owner all information made available for the Contractor to carry out the Services. All
information, data and/or products shall remain the property of the Owner.
7.4. The Contractor and/or its Technician, officers, administrators, representatives, successors
and/or permitted assigns obligation of confidentiality under this Agreement is a continuing
obligation and shall remain in force during the term of the Agreement and shall remains
survive after the termination and/or the expiration of the Agreement and afterwards for a
period of 2 (two) years.
7.5. Without prejudice to any other rights and remedies which the Owner may has under the
applicable law, any breach to this provision that conducted by the Contractor and/or its
Technician, officers, administrators, representatives, successors and/or permitted assigns
shall gives the Owner the rights to claim, demand, suit, action, proceed and/or prosecute
the Contractor and/or its Technician, officers, administrators, representatives, successors
and/or permitted assigns for any damages, losses, costs and/or expenses which incurred by
the Owner as the result of or in connection with such breach.
ARTICLE 8
TERMINATION OF THE AGREEMENT

Page 7 of 10
8.1. This Agreement shall be expired or terminated only because of the following event:
8.1.1. Automatically expired after any and all obligation of the Parties as stipulated
under this Agreement has been fulfilled in full by the Parties; or
8.1.2. Terminated by the Owner by giving not later than 14 (fourteen) days written prior
notice to the Contractor, in the event, based on sole Owner’s discretion, the
Contractor is breaching any of the provision of the Agreement and/or unable to
perform and provide the Services pursuant to the Agreement; or
8.1.3. Terminated by mutual written agreement of the Parties; or
8.1.4. Terminated by the Contractor by giving not later than 30 (thirty) calendar days
written prior notice to the Owner, in the event after the Contractor has given 2
(two) times warning letters (each letter shall has 14 (fourteen) days of grace
period) to the Owner in order to fulfill its obligations as stipulated in Article 2, the
Owner is still unable to perform its obligations as stipulated in Article 2 due to any
reason attributable by the Owner; or
8.1.5. Terminated by either Party by giving not later than 14 (fourteen) calendar days
written prior notice, in the event that the other Party is dissolved, liquidated,
declared bankrupt, or insolvent or becomes a party to proceedings or
arrangements involving liquidation, receivership, or the settlement of debt(s).
8.2. In the event the Agreement is terminated by the Parties pursuant to Article 8 paragraph 8.1
sub-paragraph 8.1.3 or in the event the Contractor terminates the Agreement pursuant to
Article 8 paragraph 8.1 sub-paragraph 8.1.4 or 8.1.5, then the Owner shall pay to the
Contractor the amount outstanding for the Services which the Contractor has accomplished
or completed until the date of termination.
8.3. In the event the Owner terminates the Agreement pursuant to Article 8 paragraph 8.1 sub-
paragraph 8.1.2, 8.1.4 or 8.1.5, then the Contractor shall return any and all payment of the
Service Fee which has been paid by the Owner until the date of termination.
8.4. In case of termination of this Agreement, the Parties hereby agree to waive the provisions
as set forth in Article 1266 of the Indonesian Civil Code with regard to the requirement of
court pronouncement, decision or decree for the termination of an agreement.
ARTICLE 9
GOVERNING LAW AND ARBITRATION
9.1. This Agreement is governed by and constructed in accordance with the laws of the
Republic of Indonesia.
9.2. Any disputes, controversies, conflicts, differences and/or other matters which may arise
between the Parties, out of or in relation to or in connection with this Agreement, or for the
breach thereof, shall be first settle through friendly negotiation between the Parties to
achieve an amicable settlement, within 30 (thirty) calendar days since the date of the first
formal friendly negotiation meeting is conducted.

Page 8 of 10
9.3. Failure to make amicable settlement of any disputes, controversies, conflicts, differences
and/or other matters between the Parties, out of or in relation to or in connection with this
Agreement, or for the breach thereof will result such disputes, controversies, conflicts,
differences and/or other matters shall be finally settled by arbitration in Badan Arbitrase
Nasional Indonesia (“BANI”) in accordance with the Law No. 30 Years 1999 concerning
the Arbitration and Alternatives Dispute Resolution and rules of BANI. The place of
arbitration shall be in Jakarta, Indonesia. The arbitration proceedings shall be conducted in
the English language and shall be conducted before 3 (three) arbitrators which consisting
of 1 (one) arbitrator which appointed by the Owner, 1 (one) arbitrator which appointed by
the Contractor and 1 (one) of whom shall be appointed by the said 2 (two) appointed
arbitrators or in accordance with the appointment from the chairman of BANI. The
expense of arbitration shall be borne in accordance with the determination of the board of
arbitration. The award rendered by the arbitrators shall be final and binding upon the
Parties to the Agreement. For the avoidance of doubt, neither Party shall be entitled to
commence or maintain any action in a court of law upon any matter in dispute arising from
and/or in relation to this Agreement and/or the transactions contemplated herein.
9.4. The Parties must continue to perform their obligations herein until the arbitrators give their
award.
ARTICLE 10
ATTACHMENT
1. Power Plant Check List for Daily, Weekly, Monthly and Yearly etc.
2. Reference technical data for the power plant.
ARTICLE 11
MISCELLANEOUS
11.1. The Contractor shall not assign, transfer, or otherwise convey its’ obligations hereunder in
whole or in part to any individual, firm, corporation, other entity or any other party without
the prior written consent of the Owner. In the event the Owner accepted such assignment,
transfer and/or conveyance, the relevant assignee and/or transferee (if any) shall be bound
by and fulfill the obligations or duties as stipulated in the Agreement.
11.2. Any and all attachments, appendixes, addendum, and/or amendment to the Agreement
and/or any documents referred herein shall be regarded as an integral and inseparable part
of this Agreement.
11.3. Matters that have not been regulated or insufficiently provided in this Agreement and/or
any documents referred herein, will be discussed in good faith by the Parties and will be set
out in a written document as an addendum and/or amendment that will be signed by the
Parties.
11.4. This Agreement and any documents referred herein and/or any specification as agreed by
the Parties from time to time (if any) constitutes the entire agreement between the Parties

Page 9 of 10
with respect to the subject matter hereof and cancels and supersedes any prior
understandings and agreement between the Parties with respect thereto.
11.5. In the event that any provision or part of a provision in this Agreement and/or any
documents referred herein shall for any reason be determined by any court or arbitral
tribunal to be illegal, invalid or unenforceable, then the Agreement and/or any documents
referred herein shall not be affected and/or the remaining provisions and other parts of the
provision shall not be affected, impaired or invalidated and shall remain in full force and
effect and shall continue to be binding upon the Parties. The Parties shall, in any such
event, agree on new provision(s) that would replace such provision(s).
11.6. The Contractor is an independent contractor to the Owner and this Agreement does not
create any agency, joint venture or partnership between the Parties. The Contractor is and
shall be the sole employer and principal of each person which performing the Services on
behalf of the Contractor and the Contractor shall be obligated to perform all requirements
of an employer under all applicable laws. The Contractor shall not impose or create any
obligation or liability of any kind, express or implied, or make any contracts, promises,
representations or warranties on behalf of or in the name of the Owner, or to enter into any
obligation binding upon the Owner.
11.7. Without prejudice to any other rights and remedies which the Owner may has under the
applicable law, any breach to the provisions of this Agreement that conducted by the
Contractor shall gives the Owner the right to claims, demands, suits, actions, proceeds
and/or prosecutes the Contractor for any damages, losses, costs and/or expenses which
incurred by the Owner, and/or to claim indemnity instead of performance to the Contractor,
as the result of or in connection with such breach.
11.8. For the avoidance of doubt, the Parties agree that Article 6 paragraphs 6.1 and 6.2, Articles
7, 9, and 11 paragraphs 11.7, 11.8 and 11.9 shall remain survive despite of any termination
and/or expiration of the Agreement.
11.9. The Parties have executed this Agreement in the English language, which shall serve as the
governing language of the Agreement. If requested by a Party, the Parties will sign a
Bahasa Indonesia version of this Agreement. In the absence of a Bahasa Indonesia
version, the Parties hereby disclaim any benefit from, or any right to cancel or declare this
Agreement null and void because of, the absence of a Bahasa Indonesia version pursuant
to the Indonesian Law No. 24 of 2009. PT. _________________________ dan PT.
_________________________ telah mengambil semua langkah yang diperlukan baginya
untuk memahami dan menyetujui sepenuhnya isi Perjanjian ini dan konsekuensi-
konsekuensinya.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the
day and year first above written in 2 (two) identical copies which have equal legal power.

Page 10 of 10
The Owner,
PT. _________________________
_________________________
Name: __________________
Title: Director
The Contractor,
PT. _________________________
_______________________
Name: ________________
Title: Managing Director