CONSULTANCY SERVICE AGREEMENT FOR________________________________________________ _________________________________________________ _CONTRACT___________________________________________ Among[ Factory]And[ Abroad Agency]And[ Domestic Agency]Month , YearCONSULTANCY SERVICE AGREEMENT FOR CONTRACT ___________________________________This Consultancy Service Agreement reached on Month Date, Year (hereinafterreferred to as this “Agreement”)BY AND AMONG[Factory] (hereinafter referred to as “Party A”), a limited liability company incorporatedand registered in the People's Republic of China with legal address of____________________________________, represented by its president _____________AND(hereinafter referred to as “Party B”) a company incorporated and registered [Abroad Agency]in ______________________________, legal represented by______________[Domestic Agency](hereinafter referred to as “Party C”) a company incorporated andregistered in the People's Republic of China with legal address of , ________________ legalrepresented by its General Manager ____________Party A , Party B and Party C shall be hereinafter individually referred to as a “Party”andcollectively referred to as the “Parties”.PREAMBLEintends to appointand as its local Consultant for the Party B AWHEREAS Party CPartyCONSULTANCYSERVICE AGREEMENT FOR“___________________________________________________________________ __________(hereinafter referred to as Project),conducted by__________________________________________(hereinafter referred to as Project Owner), to be executed in ________(hereinafter referred toas the “Place”),and Party B and Party C intends to accept such appointment from Party A。

WHEREAS the Parties wish to set forth certain detailed rules of cooperation between themin a binding written document;NOW THEREFORE, the Parties hereby agree to be bound by the following terms andconditions in the course of their cooperation under this Agreement:Clause 1Nature of relationship between the Parties1.1 It is expressly understood and agreed between the Parties that by entering into thisAgreement, it does not mean to form or establish any partnership or other form of businessassociation between the Parties hereto and each Party shall remain a separate entity fromthe other Party.1.2 During the validity period of this Agreement, Party B and party C shall not work for anythird party that intends to win the bid for the Contract or otherwise pursuit the Contract ofthe same Project agreed by the Parties to be pursuit by Party A.Clause 2Scope of Consultancy Service2.1 Party A hereby appoints Party B and part C to act as its Consultant for”CONSULTANCY”project ___________________________________________SERVICE AGREEMENT FOR ”and Party B and part C accepts such appointment from Party A in accordance with theterms and conditions specified under this Agreement。

Clause 3Obligations of Party B3.1 In this Agreement, and during the tender, Party B shall:a.) Advise on the strategies and tactics of its participation in the public tendering process，or selected invitation for contract negotiation so as to enable Party A to develop acompetitive and viable qualification application or tender for the Project. 2) During thebidding stage and bid evaluation stage, Party B shall be responsible for communicating withproject office, providing guidance to technical and commercial documents and assist inwinning the bid.b. Provide Party A with timely advice as to the best and possible actions to be taken orfollowed by Party A at different stages so as to enable Party A to respond to the requirements of the Project owner (hereinafter referred as the “Employer”) and/ordifferent situations in a timely and correct manner, during the tender process. c) Collect, gather and provide Party A for its consideration all available information inrespect of the tender process from various sources, including but not limited to informationrelating to the Employer, the government authorities involved, and the local or otherinternational participants.d) Review and assist Party A in completion of the formats (Annexes to be filled by Tenderers) included in the Tender Documents issued by the Employer to ensure theformats, as completed by Party A, comply with the Contractor's requirements and practices.However, Party A may, if it deems necessary, contract an external attorney to verify whetherParty A's documentation in this respect satisfies the tender requirements and conforms tothe laws and regulations of the territory, in which case, Party A will directly cover thisattorney's fees.e) Assist Party A to collect and sort out price, market and legal information (regulations,laws, by-laws and decrees, etc.) on customs clearance, import & export of equipment, plantand materials, land transportation and marine shipment, etc. Party B recommends to hirespecialists for this purpose. Party B will assist in recommending these specialists to Party A,and also provide its opinion when requested. Costs will be on Party A.f) Assist Party A to collect and sort out information related to recruitment, employment anddismissal of local staff and laborers (including but not limited to laws and regulations andtrade practices on salary, wages, overtime compensations, welfare, social insurance andmedical insurance, income taxes, etc.); Party B will assist in the manner of recommendingthe specialist for this purpose, and will provide its opinion when requested. Costs will be onParty A.g) Assist Party A to collect and sort out information and regulations on expatriate staffworking in the territory for similar project (including but not limited to entry visa,work/residence permit, income and other taxes, fees and dues to be paid by the expatriateemployees and the company, etc.); Party B will assist in the manner of recommending thespecialist for this purpose, and will provide its opinion when requested. Costs will be onParty A.h)Assist Party A to collect and sort out information of local taxations including customduties, royalties, stamp dues, income taxes and any other taxes, fees, dues or levies imposedby governmental agencies, semi-governmental entities or non-governmental bodies inrelation to the performance of the Contract for the Project. Party B will provide basicinformation. Specific information may be provided by specialists, or specific local personnelhired by Party A.i)Assist Party A to collect and sort basic out price information of fuel, gas, electricity, waterand local materials, equipment and products, etc. as per the requirement of Party A;j)Assist Party A to obtain basic information on project insurance, including identifying,recommending local insurance companies, collecting law, by-law and regulations in respectof insurance for execution and performance of Contract for the Project;K)Promote Party A to the Employer and relative government authorities of the Territory aswell as local engineering and construction communities so as to gain Party A a favorableand positive position to pursue the Contract for the Project.l) Coordinate and keep close contact with the Employer and Party A so as to keep Party Aupdated of the developments and/or changes in the tendering process;m) Track and keep Party A informed of the actions of the Employer and, if possible, ofpotential participants and competitors.n) Advise Party A and providing Party A with business intelligence in its negotiations withthe Employer, the relevant government authorities of the Territory and any other relevantparties in the tendering process for the Project.0) Support in the actions for opening the technical and financial proposals. PartyB shallparticipate with Party A in these events and advice Party A as to responses to any Employer's questions or concerns;P) Assist Party A as to printing, binding and packaging of Party A's tender documentations;q) Advise Party A to get the necessary formalities and documents to come to the territory,including entrance visa, labor visas and work permits, recommend travel plans. r) Coordinate visits and schedule meetings for Party A's executives in the Territory, as wellas public relations activities. It is stated that this duty has begun; Party B hasprovided theassistance.s) Advising the Party A in having any bank guarantee or other forms of guarantees, issuedby Party A relating to Project.3.2In addition to the above, Party B shall also render business intelligence services concerning the tendering process and concerning signing of Contract with the Contractor inrelation to the Project. Before the Contractor or any governmental andnon-governmentalagencies or entities intervene in the Project, advise Party A in advance to take promptactions and damage/risk-control strategies, and assist Party A by continuously providingliaison services in connection with the different stages of the Project. Services to berendered to Party B by Party A under this Agreement will be hereinafter referred to as the“Consultancy Services”.3.3Unless otherwise expressly stipulated herein, all costs and expenses incurred by Party B in the course of providing Consultancy Services under this Agreement shall beorcosts certain incur to B Party entrusts A Party if However, B. Party by born solely expenses with express prior written consent to reimburse Party B, Party A will subsequently reimburse Party B according to such consent. For the avoidance of doubt, inthe absence of such express prior written consent, no subsequent reimbursement will bemade by Party A.3.4Party B shall, and shall ensure that its employees through whom it provides the Consultancy Services will, comply strictly with all applicable laws, national and localregulations in connection with the provision of the Consultancy Services. Party A shall notbe responsible for any acts of Party B , which violate laws of Ethiopia（place）. In the eventof Party A incurs any loss or cost due to illegal act above of Party B, Party B shallcompensate Party A for such loss or cost.Clause 4Obligations of Party C4. 1 in this Agreement, and during the tender, Party C shall:a.) Advise on the strategies and tactics of its participation in the public tendering process，or selected invitation for contract negotiation so as to enable Party A to develop acompetitive and viable qualification application or tender for the Project. 2) During thebidding stage and bid evaluation stage, Party C shall be responsible for communicating withproject office, providing guidance to technical and commercial documents and assist inwinning the bid.b. Provide Party A with timely advice as to the best and possible actions to be taken orfollowed by Party A at different stages so as to enable Party A to respond to the requirements of the Project owner (hereinafter referred as the “Employer”) and/ordifferent situations in a timely and correct manner, during the tender process. c) Collect, gather and provide Party A for its consideration all available information inrespect of the tender process from various sources, including but not limited to informationrelating to the Employer, the government authorities involved, and the local or otherinternational participants.d) Review and assist Party A in completion of the formats (Annexes to be filled by Tenderers) included in the Tender Documents issued by the Employer to ensure theformats, as completed by Party A, comply with the Contractor's requirements and practices.However, Party A may, if it deems necessary, contract an external attorney to verify whetherParty A's documentation in this respect satisfies the tender requirements and conforms tothe laws and regulations of the territory, in which case, Party A will directly cover thisattorney's fees.e) Assist Party A to collect and sort out price, market and legal information (regulations,laws, by-laws and decrees, etc.) on customs clearance, import & export of equipment, plantand materials, land transportation and marine shipment, etc. Party C recommends to hirespecialists for this purpose. Party C will assist in recommending these specialists to Party A,and also provide its opinion when requested. Costs will be on Party A.f) Assist Party A to collect and sort out information related to recruitment, employment anddismissal of local staff and laborers (including but not limited to laws and regulations andtrade practices on salary, wages, overtime compensations, welfare, social insurance andmedical insurance, income taxes, etc.); Party C will assist in the manner of recommendingthe specialist for this purpose, and will provide its opinion when requested. Costs will be onParty A.g) Assist Party A to collect and sort out information and regulations on expatriate staffworking in the territory for similar project (including but not limited to entry visa,work/residence permit, income and other taxes, fees and dues to be paid by the expatriateemployees and the company, etc.); Party C will assist in the manner of recommending thespecialist for this purpose, and will provide its opinion when requested. Costs will be onParty A.h)Assist Party A to collect and sort out information of local taxations including customduties, royalties, stamp dues, income taxes and any other taxes, fees, dues or levies imposedby governmental agencies, semi-governmental entities or non-governmental bodies inbasicprovide will C Party Project. the for Contract the of performance the to relation information. Specific information may be provided by specialists, or specific local personnelhired by Party A.i)Assist Party A to collect and sort basic out price information of fuel, gas,electricity, water and local materials, equipment and products, etc. as per the requirement of Party A;j)Assist Party A to obtain basic information on project insurance, including identifying, recommending local insurance companies, collecting law, by-law and regulations in respect of insurance for execution and performance of Contract for the Project;K)Promote Party A to the Employer and relative government authorities of the Territory as well as local engineering and construction communities so as to gain Party A a favorableand positive position to pursue the Contract for the Project.l) Coordinate and keep close contact with the Employer and Party A so as to keep Party A updated of the developments and/or changes in the tendering process;m) Track and keep Party A informed of the actions of the Employer and, if possible, of potential participants and competitors.n) Advise Party A and providing Party A with business intelligence in its negotiations withthe Employer, the relevant government authorities of the Territory and any other relevant parties in the tendering process for the Project.0) Support in the actions for opening the technical and financial proposals. PartyC shall participate with Party A in these events and advice Party A as to responses to any Employer's questions or concerns;P) Assist Party A as to printing, binding and packaging of Party A's tender documentations;q) Advise Party A to get the necessary formalities and documents to come to the territory, including entrance visa, labor visas and work permits, recommend travel plans.r) Coordinate visits and schedule meetings for Party A's executives in the Territory, as well as public relations activities. It is stated that this duty has begun; Party C has provided the assistance.s) Advising the Party A in having any bank guarantee or other forms of guarantees, issuedby Party A relating to Project.4.1In addition to the above, Party C shall also render business intelligence servicesconcerning the tendering process and concerning signing of Contract with the Contractor inrelation to the Project. Before the Contractor or any governmental andnon-governmentalagencies or entities intervene in the Project, advise Party A in advance to take promptactions and damage/risk-control strategies, and assist Party A by continuously providingliaison services in connection with the different stages of the Project. Services to berendered to Party C by Party A under this Agreement will be hereinafter referred to as the“Consultancy Services”.4.2Unless otherwise expressly stipulated herein, all costs and expenses incurred by Party C in the course of providing Consultancy Services under this Agreement shall besolely born by Party C. However, if Party A entrusts Party C to incur certain costs orexpenses with express prior written consent to reimburse Party C, Party A will subsequently reimburse Party C according to such consent. For the avoidance of doubt, inthe absence of such express prior written consent, no subsequent reimbursement will bemade by Party A.4.3Party C shall, and shall ensure that its employees through whom it provides the Consultancy Services will, comply strictly with all applicable laws, national and localregulations in connection with the provision of the Consultancy Services. Party A and PartyB shall not be responsible for any acts of PartyC , which violate laws of China （place）. Inthe event of Party A incurs any loss or cost due to illegal act above of Party C, Party C shallcompensate Party A for such loss or cost.Clause 5 Obligations of Party AIn this Agreement, Party A shall:a) Provide necessary information and documents to Party B and Party C to enable the latterto perform its Consultancy Services as per specified under this Agreement;“__________________________________________________________________________________________ _____________”b) Make payments for the Consultancy Fee in accordance with this Agreement for Clause 6 Consultancy Service FeeIn relation to the Project, the Parties hereby agree that the Consultancy Fee payable by 6.1-shall be ___% of the total bid price and ___% of total bid price by Party A to Party A to Party B after the award of the bid, the signing of the contract and the advance payment(USD Party Cpart) made by the Employer for this bid of“________________________________________________________”6.2- Party A is responsible for all taxes that will occur in P.R. China.The Consultancy Fee shall be paid in United States Dollar6.3The Consultancy Fee shall be paid by Party A to Party B and 6.4 Party C to any nominated account as informed to Party A by Party B and party C in writing. Any expenses and all other cost incurred by Party B and Party C during performing6.5the obligation under this Agreement are also included in the Consultancy Fee. Except forthe Consultancy Fee under the present contract, no other payment shall be paid to Party Band Party C.Clause 7Payment of Consultancy FeeThe consultancy services fees for the Project shall become payable in accordance with theschedule set forth hereinafter if and only if Party A has been awarded the Contract for suchProject:a.Within ten (7) working days after the later of (i) Party A's signing of the Contract forthe Project with the Employer, and (ii) Party A's receipt of the USD part advance payment (ifany) under such Contract, and for each progressive payment in such a way:1.First Payment: 90% (Ninety percent) of the total Remuneration commission shall bepaid by Party A to Party B and Party C, within Ten (7) working days after the receipt ofthe full advance payment under Project from the Project Owner, provided that theContract had been validated.2.Second Payment: up to 10% (Ten percent) of Remuneration commission shall be paid by Party A to Party B and Party C within Ten (7) working days after Party A has received the second payment, up on delivery of shipping Documents, from the Project Owner.Clause 8 Confidentiality CovenantsThe Parties agree to keep the contents of this Agreement strictly confidential from 8.1any third party or parties.It is understood that during the validity period of this Agreement, Party A may releaseor disclose certain confidential information to Party B and Party C to facilitate Party B's and“Confidential Information”). the Party C's consultancy services (hereinafter referred to asthe in Confidential Information to: (i) hold Party A's B Party and Party C hereby agreeConfidential protect such all reasonable precautions to confidence strictest andto takeInformation including, without limitation, all precautions that Party B and Party C shouldtake in accordance with applicable laws, but in no event less than reasonable care; (ii) notto make any use whatsoever at any time of the disclosed Confidential Information exceptto not this Agreement; (iii) purpose of providing consultancy services under sole for thecopy, decompile, disassemble or reverse engineer any disclosed Confidential Information;and (iv) not to use any Confidential Information to create any intellectual property, product,service, or technology that is based upon, developed with, derived from, uses, employs, orincorporates, any Confidential Information.It is also agreed that Party A commits to maintain the information and strategies providedor developed by Party B and Party C as totally confidential.shall C and party Party expiry of termination or of this Agreement, B case 8.2 In immediately return to Party A all documents (including but not limited to any Confidentialobtained progress) in other reports financial models, Information, consultants' and workfrom Party A.8.3The confidentiality obligation under this Clause 7 shall survive the termination or expiryof this Agreement by five (5) years.Clause 9 Governing Law and Settlement of Disputesshall govern the validity, interpretation, 9.1The laws of The People's Republic of Chinaand performance of this Agreement.9.2All disputes arising out of or in connection with this Agreement shall be finally settledthree Commerce by International Chamber of under the Rules of Arbitration of thearbitrators appointed in accordance with the said rules. Such arbitration proceeding shalltake place in Hong Kong, China, and English shall be the official language of the arbitrationproceedings.shall Clause under arbitration law foregoing The governing and clauses this 9.3 8 survive the termination or expiry of this Agreement by 5 years.Entire Agreement and AmendmentClause 10Parties and entire understanding agreement of the contains 10.1 This Agreement theor promises, consents, understandings, matter regarding the subject hereof. All previousbe matter agreements concerning the subject hereof, whether written oral, shall orsuperseded by this Agreement.No amendment or modification of this Agreement shall be valid and binding on the 10.2their the of Parties by each behalf signed writing made Parties unless in and on of respective duly authorized representatives.Validity and TerminationClause 11This Agreement shall become effective from the date on which both Parties duly sign 11.1this Agreement.Party A and hasn't come into force as per this 11.2 If the Project contract is not award tobycontractoranothertoawardedprojectstheorAgreement,_________________________________________（the Project Owner），this Agreement shall be deemed to be null and void.11.3 If the Project contract is award to Party A and contract coming into force, thisAgreement shall be extended and shall remain in force until the complete fulfillment of therelevant obligations of both the Parties herein, unless terminated earlier as per clauses a), b)or c) here below.Either Party may upon written notice terminate this Agreement upon the occurrence of anyof the following events:If the Project is cancelled by_______________________________________（the Project Owner）.If Party A's offer is rejected by________________________________________（the Project Owner）forany reason whatsoever.If the Project contract is awarded by_________________________________________（the ProjectOwner）to another contractor.11.5 This Agreement may also be terminated with immediate effect by either Party uponwritten notice in the following cases:If any of the parties breaches any of its express or implied obligations under this Agreement.The Parties mutually agree to terminate this agreement for any reason with a writtenconsent, or sign an alternative agreement to replace this Agreement.Any notice, communication or demand from one Party is deemed to have been received bythe other Party if it is arrived in writing by hand, by registered mail, by email, by facsimiletransmission, or by courier to the address of which the other Party will notify in writing.Clause 12Indemnity12.1 Except as otherwise provided herein, if a Party (hereinafter referred as “BreachingParty”) fails to perform any of its material obligations under this Agreement or otherwise isin material breach of this Agreement, then the other Party (hereinafter referred as“Aggrieved Party”) may, give written notice to the Breaching Party describing the naturethe breach at cost ofBreaching Party cure breach and demand that the and scope of theBreaching Party within a reasonable time specified in the notice (hereinafter referred asCure Period) ; and if the breaching Party fails to cure the breach within the Cure Period(or, if there is no action taken by him, at any time following such breach), then in addition toits other rights under applicable Laws, the aggrieved Party may claim direct and foreseeable damages arising from the breach.12.2 Party B and Party C shall indemnify and hold Party A (and its officers and employees)harmless from and against any and all losses, costs, damages and expenses arising as aresult of Party B's breach of this Agreement and/or violation of applicable law.12.3 Party A shall indemnify and hold Party B and Party C (and its officers and employees)harmless from and against any and all losses, costs, damages and expenses arising as aresult of Party A's breach of this Agreement and/or violation of applicable law. IN WITNESS WHEREOF, the undersigned, being the duly authorized representatives ofthe Parties hereto have caused this Agreement executed in quadruplicate English text as ofthe day and the year first written hereinabove.For and on behalf ofFor and on behalf of [Abroad Agency][Factory]__________________________________ _______________________________ (Authorized Signature) (Authorized Signature) Name: Name: Position: Position:For and on behalf of [Domestic Agency]__________________________________ (Authorized Signature) Name: Position:。