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CONSULTING SERVICE AGREEMENT
This Consulting Service Agreement (hereinafter referred to as the “Agreement”) is made on
the ............. day of ................ 20_,_, in ............., by and between :
1. PT. ________________, a limited liability company duly established and existing under
the laws of Republic of Indonesia, having its address at ...............................................
(hereinafter referred to as the “Client”); and
2. ________________, Indonesian citizens, private, identity card No (KTP) ........................,
having its address at ........................................................... (hereinafter referred to as the
the “Consultant”).
The First Party and the Second Party collectively referred to as the “Parties” and separately
referred to as the “Party”.
WHEREAS
A. The Client is a limited liability company which engaged in construction for Chip Mill Plant
at ............................... (the “Project”) and requires the detailed engineering design of RC
Foundation for Equipment and Conveyor Belt Structure (the “Services”)
B. The Consultant is free lance structural design engineer which engaged in detailed
engineering design and wishes to provided the Services to the Client as described in
Detailed Engineering Design Proposal for Equipment Foundation of Chip Mill Plant as
attached in Annexure A (the “Proposal”).
C. The Parties wish to evidence their Agreement to the terms and conditions as set out
below.
NOW IT IS AGREED AND DECLARED as follows:
ARTICLE 1
DEFINITION AND GENERALITIES
1. The following words and expressions shall have the meanings as are respectively
assigned to them:
“the Agreement” shall mean this Agreement including its Annexure and the Client’s
written acceptance thereof together with any other documents
agreed in writing by the Parties as forming part of the Agreement
including these terms;
“the Project” shall mean the construction of Chip Mill Plant Project at .....................;
“the Services” shall mean the services to be provided by the Consultant to undertake
the detailed engineering design of RC foundation for equipment and
conveyor belt structure as described in Proposal;
“the Site” shall mean the location where the Services are to be performed in
.......................................

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Words importing the singular only also include the plural and the masculine includes the
feminine and vice-versa where the context requires. Headings are for clarification, not
integral to the document.
2. Should circumstances arise which call for modification of the Agreement such
modification shall be mutually agreed by the Parties and shall be evidenced in writing.
Modifications proposed by one Party shall be given due consideration by the other
Party.
ARTICLE 2
SCOPE OF AGREEMENT
Subject to the terms and condition of this Agreement, the Client hereby agreed to appoints
the Consultant to conduct the Services for the Project and vice versa, the Consultant hereby
accepted the appointment from the Client to provide the Services for the Project within the
scope and methodology of the Services as outlined in the Proposal.
ARTICLE 3
EFFECTIVENESS
1. The Agreement shall come into force upon the date of signature of the Agreement by or
on behalf of the Parties until 3 (three) months from the signing date of this Agreement.
2. The Consultant shall commence the Services within the period defined in the Agreement
and shall proceed expeditiously with performance of the Services and endeavour to
meet any program or scheduled completion date incorporated in the Agreement.
ARTICLE 4
CONSULTANT OBLIGATIONS
1. The Services shall be carried out by personnel appointed by the Consultant as described
in the Proposal, over the respective periods of time indicated therein, provided that the
Consultant may make such reasonable substitution of personnel and adjustments to
such periods as may be necessary or appropriate to ensure the efficient performance of
the Services.
2. Neither Party shall assign all or any of its rights and obligations under this Agreement
without the prior written consent by the other Party.
3. The Consultant shall exercise all reasonable skill, care and diligence in the performance
of the Services and shall undertake its responsibilities in accordance with recognized
professional standards.
4. The Consultant shall in all professional matters act as a faithful adviser to the Client and,
insofar as any of its duties are discretionary, act fairly as between the Client and third
parties.

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5. The Consultant and its personnel, while in the country in which the Services are being
carried out, shall respect the laws and customs of that country.
6. The Consultant shall provide forthwith Client with all information while doing the
Services when it is required by the Client.
7. The Consultant shall conduct the Services in accordance to the agreed scope of Service
strictly.
8. All documents, drawings, designs, data and computer software prepared or used by the
Consultant in undertaking the Services shall remain the copyright of the Client. All files
electronic or hard copy will be returned by the Consultant to the Client at the
completion of the Project.
9. The Consultant shall treat as “confidential” all information obtained in the performance
of the Services, which is not public knowledge or which was not previously disclosed to
the Consultant by third parties, or otherwise known and shall not divulge such
information to any third party without the Client’s prior written approval.
10. The Consultant shall not disclose the information on the Client and the content of the
Services, without the Client’s prior written approval to the others, obtained after this
Services.
ARTICLE 5
CLIENT’S OBLIGATION
The Client shall furnish, without charge and within a reasonable time, all pertinent data and
information available to it or necessary to enable the Consultant to fulfill its obligations
under the Agreement and shall give such assistance as shall reasonably be required by the
Consultant for the carrying out of its duties under the Agreement.
ARTICLE 6
SERVICE FEE AND PAYMENT MECHANISM
1. The Parties agreed that the fee of the Services as provided by the Consultant in the
Agreement shall be in the amount of Rp ...................,- (................ million Rupiah) which
has including all taxes which may arise from the Services and/or service fee (the “Service
Fee”).
2. The payment of the Service Fee shall be paid by the Client to the Consultant in stages in
accordance to the agreed payment terms as follow:
a. 1st payment : a sum of 25% (twenty five percent) of the Service Fee shall be
paid within 3 (three) days after the signing date of this
Agreement;
b. 2nd payment : a sum 75% (seventy five percent) of the Service Fee shall be paid
within 7 (seven) days of date of invoice which will submitted by

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the Consultant after the submission of the Final Report from the
Consultant to the Client.
3. The payment shall be transferred to the bank account of the Consultant as follow:
Bank : ...................................
Branch : ...................................
Account No. : ...................................
Account Owner : ...................................
ARTICLE 7
INDEMNITIES
1. Without prejudice to any other rights and remedies which the Client may has under the
laws, the Consultant shall release, protect, indemnify, defend and hold harmless and
keep the Client indemnified on a full cost basis from and against:
a. any claims, losses, damages, costs, expenses and liabilities of every kind and nature
resulting from personal injury, including fatal injury and disease, to any person
employed by the Consultant that arising directly or indirectly out of or in
connection with the performance of the Agreement and/or the Services for the
Project without regard to the cause or causes thereof, including, without limitation,
the fault or negligence (whether sole, concurrent, active, passive or otherwise) or
breach of duty (statutory, contractual or otherwise) of the Consultant; and/or
b. Any claims, demands, suits, actions, proceedings, prosecutions, fines, penalties,
damages, losses, costs, liabilities and expenses which may be made, brought,
instituted or imposed against the Consultant as a result of or in connection with
any breach of laws, customs and/or any of the representations, warranties,
undertakings, covenants and agreements made by the Consultant.
2. The indemnities under this Article 5 will remain valid and shall continue and survive
after the end of theAgreement .
ARTICLE 8
FORCE MAJEURE
1. Neither Party shall be considered in default in the performance of its obligations
hereunder if and to the extent that the performance of such obligations is delayed,
hindered or prevented by an event of Force Majeure. For the purposes of this Clause,
“Force Majeure” including without limitation: Acts of God; inclement weather; strikes;
lockouts or other industrial action; inability to procure labour or supplies due to
shortages; fire; riot; incendiarism; interference by civil or military authorities;
compliance with the regulations or orders of any government authority; the outbreak of
war of insurgence; acts of war (declared or undeclared); or any other act, event, cause
or occurrence rendering a party unable to perform its obligations, which is beyond the
reasonable control of that Party. Upon the occurrence of such a situation or event, the
Services shall be suspended for a period of time equal to that period during which the
Force Majeure subsists and a reasonable period to organize the recommencement of
the Services.

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2. With the Client sole discretion, If within a reasonable time after a Force Majeure
occurrence which caused the Consultant to suspend or delay performance of the
Services, the Consultant has failed to take such action as the Consultant could lawfully
initiate to remove or relieve either the Force Majeure occurrence or its direct or indirect
effects, the Client may, by a written notice to the Consultant, terminate this Agreement.
ARTICLE 9
TERMINATION
1. The Client retains the right to terminate this Agreement at any stage by a written notice
to the Consultant if the Consultant should not meet its obligation as stipulated in this
Agreement and/or any laws or custom that applied in Indonesia. The Client will pay
reasonable costs associated with the termination of this Agreement to the Consultant.
If there is a loss incur by the Client due to default made by the Consultant under this
Agreement, the Consultant shall pay the material compensation on its damage.
2. The Party to this Agreement may at any time terminate the Agreement, by giving written
notice to the other Party in case the same becomes bankrupt or otherwise insolvent,
provided that such termination does not prejudice or affect any right of action or
remedy has accrued or will accrue thereafter to the Party hereto.
3. In case of termination of this Agreement, the Parties hereby waive the provisions 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 10
DISPUTE RESOLUTION
Any and all differences and disputes of whatsoever nature arising out of this Agreement
shall be discussed through friendly negotiation between the Parties. If the differences and
disputes cannot be solved by the Parties in 30 (thirty) business days since the negotiation
started, then such differences and disputes shall be put to the Badan Arbitrase Nasional
Indonesia (BANI) in Jakarta, Indonesia and shall be solved in accordance with BANI’s rules.
The award (decision) rendered by the BANI shall be binding and final upon the Parties.
ARTICLE 11
GOVERNING LAW
This Agreement and any contractual and/or non-contractual obligations arising out of or in
connection with the Agreement shall be governed by and be construed in accordance with
the laws of Indonesia.
ARTICLE 12
LANGUAGE & NOTICES

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1. English shall be used for all documents and communication. All drawing, calculations,
reports, etc., shall be in the metric system and in the English Language.
2. Any notice, request, and other correspondence under and in connection with the
Agreement shall be sent by courier or registered air mail or by facsimile to the following
addresses:
To the Client:
PT. ________________
...................................
...................................
...................................
...................................
Telephone:
Facsimile:
E-mail :
Attn.:
To the Sub-Contractor:
____________________
...................................
...................................
...................................
...................................
Telephone:
Facsimile:
E-mail :
Attn.:
3. Notices, requests and any other correspondences will be deemed duly received on the
7th days after posting if sent by courier or registered airmail or the day of dispatch if
sent by facsimile, or when successfully sent if by e-mail.
4. Any Party hereto may at any time change its address by notifying the other Party of the
change in writing.
ARTICLE 13
MISCELLANEOUS
1. Any other terms and conditions not specified in this Agreement shall be discussed
mutually and agreed upon by the Parties at later stage, as the amendment to this
Agreement, and the amendment, supplements, and/or alteration to the terms and
conditions of the Agreement shall not become binding unless made in written form,
signed by the authorized representatives of the Parties and approved by respective
authorities if required.
2. The Parties hereto shall not assign or transfer their rights and/or obligations under this
Agreement to any third party without the prior written consent of the other Party.
3. This Agreement constitutes the whole agreement between the Parties relating to the
transactions contemplated by this Agreement and supersedes all previous agreement,
whether in oral or in writing, between the Parties relating to these transactions.
4. Any of the terms, conditions, stipulations, covenant or undertaking contained herein
which are illegal, void, prohibited or unenforceable shall be ineffective to the extent of
such illegality, voidness, prohibition or unenforceability without invalidating the
remaining provisions hereof an any such illegality, voidness, prohibition or
unenforceability shall not invalidate or render illegal, void or unenforceable any other
terms, conditions, stipulation provisions, covenants or undertakings contained herein.

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IN WITNESS WHEREOF, this Agreement has been executed on the date first written above.
The Client,
PT. ________________
___________________________________
Name:
Title:
The Consultant,
_____________________
__________________________________
Name: