Working Agreement - CLEAN DRAFT(2).docx

1. Page 1 of 8
WORKING AGREEMENT
FOR
FEASIBILITY STUDY FOR INDUSTRIAL TIMBER PLANTATION AND
DEMONSTRATION PLOT ESTABLISHMENT IN _______________
This Working Agreement for Feasibility Study for Industrial Timber Plantation and
Demonstration Plot Establishment in ..................................................... (hereinafter referred to as
the “Agreement”) is made on this day, ........., ...... of June, 20_,_, by and between:
1. PT. ________________, a limited liability company duly existing and organized under the
laws of the Republic of Indonesia, with its principal address at .................................................
(hereinafter called as the “First Party); and
2. PT. __________________, a limited liability company duly existing and organized under the
laws of the Republic of Indonesia, with its principal address at ..................................................
(hereinafter called the “Second Party”).
The First Party and the Second Party are hereinafter collectively referred to as the “Parties” and
separately as the “Party”.
WITNESSETH
A. Whereas, the First Party is planning to conduct a feasibility study for Industrial Plantation
Forest (IUPHHK HTI) in ................................................................................ (hereinafter
referred to as the “Feasibility Study”);
B. Whereas, the First Party is desires to appoint the First Party as its consultant in conducting the
Feasibility Study, and the Second Party is desires to accept the appointment from the First
Party as its consultant.
C. Whereas, the Second Party has submitted to the First Party the feasibility proposal as attached
in the Appendix A of this Agreement (hereinafter referred to as the “Consulting Proposal”),
and the First Party has accepted such Consulting Proposal.
NOW THEREFORE, in consideration of the mutual and covenants herein contained, the Parties
hereby agree as follows:
ARTICLE 1
SCOPE OF AGREEMENT
1. Subject to the terms and conditions as stipulated in this Agreement and/or any documents
referred herein, the First Party agrees to appoint the Second Party as the consultant to conduct
the Feasibility Study and the Second Party agrees to accept the appointment from the First
Party.
2. The appointment as stipulated in Article 1 paragraph 1 above is to conduct the Feasibility
Study which is intended to determine the technical and financial feasibility of potential area
in ............................................................................... at size of ................. ha
(................................................................hectares) for establishing industrial timber plantation

2. Page 2 of 8
and establishment of demonstration plot according to the method and scheme of processes as
mentioned and stipulated in the Consulting Proposal (hereinafter called the “Purpose of the
Feasibility Study”).
ARTICLE 2
SCOPE OF THE FEASIBILITY STUDY
1. The Parties agree that the scope of the Feasibility Study is as follows:
a. the location of the Feasibility Study is concession of PT. ______________, ......................
at size of ............. ha (........................................................................ hectares), Indonesia
(hereinafter called as the “Project Area”).
b. to collecting related primary and secondary data and analyze the feasibility of the project
establishing forest (of any suitable species) plantation which provide technical and
financial information for further plantation project development.
c. to establishing demonstration plot using superior quality seedling to show plant
characteristics, growth patterns and rates, and adaptability to Project Area.
2. The Feasibility Study shall comprises following aspects:
a. Biophysical Aspects:
Biophysical aspects area referred to biophysical and chemical conditions of the area,
which are related to condition of land, vegetation, soil type, flora and fauna, climate,
topography.
b. Technical Aspects:
Technical aspects area referred to opportunities, problems and obstacles for industrial
timber plantation and its supporting condition which are comprised of silvicultural
systems, land suitability and standing productivity estimation.
c. Socio-Economic Aspects:
Socio-Economic aspects are related to social and economy conditions for the area which
comprise forest status and function, demography, land occupation and tenure systems,
conflicts potentials, local jobs, religions and beliefs, institutional systems, social
perceptions and expectations towards the projects, the availability of social, economical
and physical infrastructures and facilities.
d. Financial Aspects:
Financial aspects area referred to financial analysis which estimates the viability, stability
and profitability of the business.
ARTICLE 3
CONSULTING FEE AND PAYMENT MECHANISM
1. In consideration to all services to be performed by the Second Party under this Agreement,
the First Party shall pay to the Second Party the consulting fee in the amount of
USD .............. (in words: ...........................................................................America Dollar
only) (hereinafter referred to as the “Consulting Fee”).
2. The Consulting Fee is excludes Value Added Tax (VAT) in the amount of 10% (ten percent)
from the Consulting Fee and/or any other taxes, which relevant to the services which

3. Page 3 of 8
provided by the Second Party pursuant to this Agreement, which shall be borne by the First
Party.
3. The Consulting Fee shall be paid by the First Party to the Second Party in the following
manner:
a. First payment: 60% (sixty percent) of the Consulting Fee or in the amount of
USD ............ (in words: ...................................................America Dollar only) shall be
paid by the First Party within 7 (seven) calendar days since the signing of this
Agreement; and
b. Second payment: 40% (forty percent) of the Consulting Fee or in the amount of
USD .......... (in words: .......................................................America Dollar only) shall be
paid by the First Party within 7 (seven) calendar days since the Second Party submitting
the Report.
4. The Second Party will send the invoice and related tax document for such term of payment to
the First Party.
5. The Consulting Fee shall be paid by the First Party to the Second Party by means of
telegraphic transfer remittance into the Second Party’s bank account as follows:
Account Number : ..................................
Account Name : PT. _____________
Bank Name :..................................
Branch : ..................................
ARTICLE 4
REPORT
1. The expected output from this Feasibility Study is a feasibility study documents that show
feasibility assessment within the Scope of Feasibility Study as stipulated in Article 2 of this
Agreement and Consulting Proposal which will show and conclude whether the plantation
project plan would be feasible or not (hereinafter referred to as the “Report”).
2. The Report shall be sent by the Second Party to the First Party in the form of hard copy in
___ (___) duplicates .
3. Unless agreed otherwise by the Second Party in writing, any advice or opinion relating to the
Feasibility Study is provided solely by the Second Party for the First Party’s benefit and may
not disclosed in any way, including any publication on any electronic media, to any other
party and is not to be relied upon by other party.
ARTICLE 5
PERIOD OF THE FEASIBILITY STUDY
1. Period of the Feasibility Study is accounted from the signing date of this Agreement
until ......................... where the First Party shall receives the first draft of the Report by email
from the Second Party (hereinafter called as the “Period of the Feasibility Study”).
2. Period of the Feasibility Study is excluding from review and revision process of such Report.
ARTICLE 6

4. Page 4 of 8
RIGHTS AND OBLIGATIONS
1. The First Party shall be obligated :
a. to settle the payment of the Consulting Fee to the Second Party as stipulated in the
Agreement;
b. to not use the Report of Feasibility Study other than for the Purpose of the Feasibility
Study as stipulated in this Agreement;
c. to provide any and all data and/or information which are needed by the Second Party in
conducting the Feasibility Study.
2. The First Party shall reserves the right to have the Report from the Second Party in
accordance with the Agreement.
3. The Second Party shall be obligated:
a. to conduct the Feasibility Study and make the Report in accordance with the Agreement
and to the confirmed time schedule as stipulated in Annex A.
b. to not reveal any and/or whole part of the Feasibility Study in whatsoever manner to the
other party other than the First Party.
c. to provide the Report in the English language.
4. The Second Party shall reserves the right to accept the payment of the Consulting Fee in
accordance with the Agreement.
ARTICLE 7
FORCE MAJEURE
1. The Parties hereto shall not be responsible to each other for any failure or delay in
performance of all or part of their respective obligations under this Agreement, which directly
and/or indirectly owing to cause of circumstances beyond their reasonable control, including
without limitation to decrees or actions of government, acts of God, lock-out, fires, war,
blockades, embargoes, economic crisis, adverse weather conditions (as considered by the
government meteorological body) or other serious events which substantially will inhibit the
affected Party to perform its obligation in accordance to this Agreement (hereinafter referred
to as the “Force Majeure”).
2. In the event the Force Majeure occurs, the affected Party(ies), when failing or unable to carry
out its obligation(s) in accordance with this Agreement, shall not be deemed as a breach of
Agreement provided that the affected Party(ies) shall take all reasonable measures to permit it
to resume performance hereunder within the shortest practicable time, and shall keep the
other Party fully informed of its’ plan to overcome and/or mitigate the Force Majeure
circumstances.
3. The affected Party shall notify the other Party within 3 (three) calendar days since the
occurrence of the Force Majeure. Failure by the affected Party to comply with this Article 7
paragraph 3 shall result in it losing its right to rely upon (or to continue to rely upon) the
event of Force Majeure to which the failure relates and such affected Party shall conducts its
obligations as if the Force Majeure condition has been passed and/or never occurs.
4. Those obligations of the Parties which are provided for in this Agreement and which are not
affected by the event of Force Majeure shall continue unabated.

5. Page 5 of 8
5. Should the Force Majeure circumstances and/or the effect of a Force Majeure continue for
more than 15 (fifteen) consecutive calendar days, the Parties shall settle the further execution
of the Agreement through friendly negotiations. If the affected Party believes that such
negotiation is impracticable or that it will not result in a satisfactory resolution, the affected
Party shall have the right to terminate the Agreement by giving not later than 7 (seven)
calendar days written prior notice to the other Party, and settle accordingly.
ARTICLE 8
TERMINATION
1. This Agreement shall be expired or terminated only because of the following event:
a. Automatically expired after any and all obligation of the Parties as stipulated under this
Agreement has been fulfilled in full by the Parties; or
b. Terminated by the Second Party by giving written prior notice to the First Party, in the
event the First Party is unable to perform its obligations as stipulated in Article 3 of this
Agreement; or
c. 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); or
d. Terminated by the affected Party pursuant to the Article 7 paragraph 5 of the Agreement,
in the event of Force Majeure has been occurs; or
e. Terminated by mutual written agreement of the Parties; or
2. The Parties agree in the event the Agreement is terminates pursuant to Article 8 paragraph 1
points b or c or d or e above does not eliminate the Parties’ obligations which have not been
resolved prior to the termination of the Agreement.
3. 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
1. This Agreement is governed by and constructed in accordance with the laws of the Republic
of Indonesia.
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 firstly settle through negotiation between the Parties to achieve an
amicable settlement.
3. If within 30 (thirty) calendar days from the date of the first negotiation meeting held by the
Parties failed to reach consensus agreement, then the Parties agree to resolve such dispute,
controversies, conflicts, differences and/or other matters which may arise between the Parties
through the South Jakarta District Court.
ARTICLE 10
MISCELLANEOUS

6. Page 6 of 8
1. Either Party 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 from the other Party. In the event the other Party 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.
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.
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 that will be signed by the Parties.
4. This Agreement and any documents referred herein constitutes the entire agreement between
the Parties with respect to the subject matter hereof and cancels and supersedes any prior
understandings and agreement between the Parties with respect thereto.
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).
6. The Parties acknowledge that this Agreement is prepared, negotiated and agreed by the
Parties in the English language and that the Indonesian text of this Agreement will be
prepared to comply with Law No. 24 of 2009 on The Flag, the Language, the National
Emblem, and the National Anthem if requested by a Party. If requested by a Party, the Parties
will sign an Indonesian sworn translation version of this Agreement. In the absence of an
Indonesian 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 an Indonesian version
pursuant to the Indonesian Law No. 24 of 2009. In the event of any inconsistency between
the Indonesian and English language versions, to the maximum extent permitted by law, the
English language version shall prevail to the extent of such inconsistency.
7. In relation to Law No. 7 of 2011 regarding Currency of the Republic of Indonesia ("Law
No.7/2011") the Parties acknowledge that at the date of this Agreement, the implementing
regulations for the implementation of Law No. 7/2011 (the "Implementing Regulations")
have yet to be issued by the government authorities of the Republic of Indonesia and
therefore the Parties agree not to challenge, or assist any party to challenge, the validity of
this Agreement and/or any other documents and the delivery and performance of the
transactions contemplated under this Agreement and/or any other documents on the basis of
non-compliance with Law No. 7/2011 and immediately after the issuance of the
Implementing Regulations of Law No. 7/2011, the Parties agree to take all steps necessary to
comply with Law No. 7/2011 (if required).
IN WITNESS WHEREOF the Parties hereto have executed this Agreement in 2 (two)

7. Page 7 of 8
duplicates, as of the day and year first above written.
The First Party,
PT. _________________________________:
_____________________________________
Name: ..............................................
Title: ..............................................
The Second Party,
PT. __________________________________
_____________________________________
Name: ..............................................
Title: ..............................................

8. Page 8 of 8
Appendix A
Consulting Proposal