DATED THE ____ DAY OF ______________2013

Consultancy Agreement

Between

PT Lippo Karawaci Tbk. (the CLIENT)

And

XXXXXXXXX (the CONSULTANT)

APPOINTMENT OF DESIGN CONSULTANT

TABLE OF CONTENTS

Clauses

Heading Page AGREEMENT FOR SERVICES AS CONSULTANT .............................................................................................. 1 TERMS AND CONDITIONS OF AGREEMENT .................................................................................................. 2 1. INTERPRETATION............................................................................................................................ 2 2. SCOPE OF SERVICES ........................................................................................................................ 4 3. COMMENCEMENT AND COMPLETION OF THE AGREEMENT ........................................................ 4 4. STANDARD OF SERVICES ................................................................................................................ 4 5. LIABILITY OF THE CONSULTANT ..................................................................................................... 5 6. PROVISION OF PERSONNEL ............................................................................................................ 5 7. INFORMATION AND PROGRESS REPORTS ...................................................................................... 7 8. INTELECTUAL PROPERTY RIGHTS ................................................................................................... 7 9. RATE OF PROGRESS ........................................................................................................................ 8 10. PAYMENTS ...................................................................................................................................... 8 11. TAX ................................................................................................................................................. 9 12. SUSPENSION ................................................................................................................................. 10 13. TERMINATION .............................................................................................................................. 10 14. ASSIGNMENT ................................................................................................................................ 11 15. SETTLEMENT OF DISPUTE............................................................................................................. 12 16. APPLICABLE LAW .......................................................................................................................... 12 17. FORCE MAJEURE........................................................................................................................... 13 18. INVALIDITY OF ANY PROVISION ................................................................................................... 13 19. ENTIRE AGREEMENT/AMENDMENTY/WAIVER ............................................................................ 13 20. NOTICE.......................................................................................................................................... 14 21. VARIATIONS TO THE PROJECT ...................................................................................................... 14 22. CONFLICT OF INTEREST ................................................................................................................ 15 23. DOCUMENTS ................................................................................................................................ 15 24. ACCESS.......................................................................................................................................... 16 25. CONFIDENTALITY .......................................................................................................................... 16 26. INDEMNIFICATION ....................................................................................................................... 16 27. LANGUAGE ................................................................................................................................... 17 Schedule 1. Key Personnel for The Services Schedule 2. Scope of Services Schedule 3. Payment Schedule Schedule 4. Lithography Charges Schedule 5 Travel Authorisation Form for Consultant

AGREEMENT FOR SERVICES AS CONSULTANT

THIS AGREEMENT (hereinafter, together with the Terms and Conditions of Agreement and all the Documents referred hereto and forming an integral part hereof, called the Agreement) is made on the _________day of January in the year of Two Thousand and Thirteen (2013).

BETWEEN 1. PT Lippo KarawaciTbk., a limited liability company duly established under the law of Republic Indonesia, having its office address at [xxxxx (tax registration address/NPWP)] and mailing address at 2121 Boulevard Gajah Mada #01-01, Lippo Cyber Park, Lippo Karawaci Utara, Tangerang, 15811, Indonesia (hereinafter referred to the CLIENT); and 2. XXXXXXXX, a limited liability company duly established under the law of Republic Indonesia, having its office address at XXXXXX (hereinafter referred to the CONSULTANT).

Both the CLIENT and the CONSULTANT individually referred to as a Party and collectively as The Parties.

WHEREAS (1) the CLIENT intends to develop, construct and complete high-rise residential development on a XX-acre site with F.A.R of XXX, approximately XXXX units with communal facilities e.g. clubhouse, swimming pools, other amenities and car parking spaces at Jakarta, Indonesia (hereinafter called the Project). (2) the CLIENT is desirous that the Design Consultancy Services (the Services) particulars of which are set out in Schedules 2, be rendered by the Consultant appointed for the Project in accordance with this agreement. NOW IT IS HEREBY AGREED and declared by and between the parties hereto as follows: The CLIENT hereby appoints the CONSULTANT and the CONSULTANT accepts the appointment to undertake the Services as stated in accordance with the following:(1) The Acceptance information is dated __________ . (2) Terms and Conditions of Agreement and the Schedules annexed hereto.

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TERMS AND CONDITIONS OF AGREEMENT

1.

INTERPRETATION 1.1 DEFINITION All words or the term as defined in this Agreement unless expressly otherwise stated have understanding as follows: Agreement shall mean this agreement and any and all schedules to this Agreement as the same may be amended, modified or supplemented from time to time in accordance with the provisions set out herein. CLIENT shall mean PT Lippo Karawaci Tbk. including its successors in title. CONSULTANT shall mean XXXXXX, its successors and permitted assignees. Where the CONSULTANT is a partnership, the partners shall be jointly and severally liable for the obligations contained in this Agreement and the liabilities arising therefrom. Project shall mean the high-rise residential development on aXX-acre site with F.A.R of XXX, approximately XXXXunits with communal facilities e.g. clubhouse, swimming pools, other amenities and car parking spaces. Site shall mean the Project site at Jakarta, Indonesia. Works shall mean the construction and completion of the above Project. Brief shall mean all information provided by the CLIENT describing the functional, operational, qualitative, quantitative, time and cost requirements in respect of the Services and other supporting information provided by the CLIENT from time to time. CLIENTs Approval shall mean approval given by the CLIENT directly or through the CLIENTs representative, which approval shall not relieve the CONSULTANT from his professional obligations under this Agreement. Copyright Works shall mean any design, drawing, data, specifications and similar information relating to the Project including all readable or computer or other machine readable data logic, logic diagram flow charts, or other material which is produced by the CONSULTANT and the Local Consultants for the purpose of or in connection with the Project including but not limited to the items described herein.

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Contractors shall mean contractors employed by the CLIENT for the construction and completion of the Project including but not limited to specialist contractors, nominated sub-contractors and suppliers or domesticated sub-contractors and direct suppliers. Direction includes any agreement, approval, authorization, certificate, decision, demand, determination, direction, explanation, instruction, notice, notification, order, permission, rejection, request or requirement which the CLIENT or the CLIENTs representative may make, give or issue, pursuant to the provision of this Agreement. Document shall mean all records, reports, documents, papers and other materials whatsoever originated by or on behalf of the CONSULTANT pursuant to this Agreement. Project Manager shall mean person who has been appointed as the CLIENTs representative and who has been delegated with the authorities by the CLIENT to act on behalf of the CLIENT to manage the Project. Prior notice in writing of any such authorization shall be given by the CLIENT to the CONSULTANT. Such authorization shall continue to be in force until such time as the CLIENT shall notify the CONSULTANT in writing that the same is terminated. Related Company shall mean any company, which is related to any of the Parties whereby that company is the holding company or subsidiary of that Party or has the same holding company as that Party. Services shall mean the services more particularly set out in Schedules 2 of this Agreement. Other Consultant shall mean other consultants other than the CONSULTANT who has been appointed by the CLIENTs appropriate the Acceptance information to perform other consultancy services by the Client. Local Consultant shall mean local consultants in the country/city where the Project is located and appointed by the CLIENT to perform other consultancy services by the CLIENT. 1.2 The definitions of these Terms above are for convenience only and shall not be deemed to be part thereof or be taken into consideration in the interpretation or construction thereof or of the Agreement. 1.3 Words importing the singular only also include the plural and vice-versa where the context requires. The word days denotes calendar days. 3 CLIENTs Initial __________ CONSULTANTs Initial __________

1.4

Reference to any statute or statutory provision includes a reference to the statute or statutory provisions as from time to time amended, extended or re-enacted.

1.5

The Schedules hereto is an integral part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement.

1.6

Nothing contained herein shall be construed as establishing or creating a relationship of master and servant or principal and agent.

2.

SCOPE OF SERVICES The Services to be performed by the CONSULTANT under this Agreement are described in Schedule 2.

3.

COMMENCEMENT AND COMPLETION OF THE AGREEMENT 3.1 This Agreement shall be deemed to have come into force on the date as specified since the Agreement is signed until the completion of services by CONSULTANT under the terms of this Agreement. 3.2 The CONSULTANT shall commence and complete the Services in accordance with the requirements set out in this Agreement.

4.

STANDARD OF SERVICES The CONSULTANT shall at all times during the period of this Agreement provide the following Standard of Services: 4.1 Faithfully and diligently fulfill his obligations under this Agreement in accordance with recognized professional and technical standards, knowledge, expertise and experience; 4.2 4.3 4.4 4.5 4.6 Exercise all reasonable skill, care and diligence in the discharge of the Services; Work in the best Services to the CLIENT; Act as a faithful adviser to the CLIENT in all professional matters; Comply with all reasonable directions of the Project Manager; Co-ordinate with the Other Consultant appointed by the CLIENT including but not limited to the preparation, submission, supervision, obtaining approvals from all authorities; 4.7 Provide all the expert technical advice and skills which are required for the class of the Services for which he is engaged in this Project; and

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4.8

Without prejudice to Clause 5.1, as and when required by the CLIENT, the CONSULTANT shall at his own cost and within a period agreed by the Parties, expiate and/or omissions in the Services to the satisfaction of the CLIENT.

5.

LIABILITY OF THE CONSULTANT 5.1 The CONSULTANT shall indemnify and hold harmless the CLIENT, the Project Manager and its successors for and against any and all claims, damages, expenses or costs (including those asserted by third parties) arising directly or indirectly from his acts, errors or omissions conducted by the CONSULTANT and/or its successors. The

CONSULTANT shall if required by the CLIENT provide documentation and records necessary for the CLIENT to clarify the liability of the CONSULTANT under this provision and for other purposes including the need to verify payments to be made to the CONSULTANT. The CONSULTANT shall attend and respond to all queries raised by the CLIENT or the Project Manager in relation to the Services and the products of such Services provided by the CONSULTANT at no additional cost to the CLIENT. 5.2 The CONSULTANT shall be liable for any violation or alleged infringement of intellectual property rights of legal provisions or rights of third parties in respect of any documents, trademarks, industrial designs, patents and/or discoveries prepared by the CONSULTANT and shall indemnify the CLIENT against any claims, losses, claims, costs associated with infringement or alleged infringement of patents and/or copyrights. 5.3 Due consideration shall be given to associated works not under the scope of the CONSULTANT and the close interaction and interface required with the Contractors and/or the Other Consultant(s) and/or the Local Consultant(s) of the CLIENT.

6.

PROVISION OF PERSONNEL 6.1 The Parties agrees that the Services shall be performed by the Personnel (hereinafter called the Personnel) identified in Schedule 1. Without the written consent of the CLIENT, no changes shall be made in the Personnel. If for any reason beyond the reasonable control of the CONSULTANT it becomes necessary to replace any of the personnel, then within no later than .................. (.....................)days, the CONSULTANT shall forthwith provide as a replacement, a person of equivalent or better qualifications, experience, competence and acceptable to the CLIENT at no additional costs whatsoever to the CLIENT.

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6.2

If any Personnel nominated by the CONSULTANT is in the CLIENTs opinion incompetent or unqualified or unsuitable to carry out the Services, the CONSULTANT shall without any delay and without any cost to the CLIENT provide a suitable replacement within no later than .............. (............) day with such qualifications and experience acceptable to the CLIENT. Any change in the personnel or any new personnel introduced or any upgrading of staff shall be subject to prior written approval of the CLIENT.

6.3

The CONSULTANT agrees that all personnel performing the Services shall be its employees and under their payroll and it shall be responsible for all acts or omission of such personnel.

6.4

The CONSULTANT shall ensure that under the contract of employment of each personnel nominated for the Project, any intellectual property rights arising out of or relating to work done by that personnel for the CONSULTANT will vest in the CLIENT and that such personnel will have no title right or interest whether legal or beneficial in any such intellectual property rights.

6.5

The Personnel shall be available at all times to perform the Services where such Services are necessitated by the exigencies of the construction works. The CONSULTANT shall give the CLIENT immediate written notification of any of the CONSULTANT personnel being absent or unable to perform the Services for any reason whatsoever for a period of more than seven (7) days and the CONSULTANT shall without delay and without any cost to the CLIENT provide suitable replacements within seven (7) days from the date of notification.

6.6

The CONSULTANT shall be responsible for making appropriate tax or any other applicable statutory or tax regulatory deductions and insurance contributions for its personnel and the CONSULTANT agrees to indemnify the CLIENT in respect of any claims that may be made by the relevant authorities against the CLIENT in respect of tax demands or insurance or similar contributions relating to the Services provided by the CONSULTANTs personnel and by the CONSULTANT.

6.7

The CLIENT undertakes no responsibility in respect of any life, health, accident, travel and other insurance which may be necessary or desirable for the Personnel or specialists associated with the CONSULTANT for the purpose of the Services.

6.8

The CONSULTANT shall work closely with the Project Manager and other designated personnel of the CLIENT to ensure that the Services are conducted in line with the intended concept and direction of the CLIENT.

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7.

INFORMATION AND PROGRESS REPORTS 7.1 The CONSULTANT shall keep detailed records of all things done in respect of the provision of the Services in such form and detail as is customary in his profession or in such format as mutually agreed by the parties. 7.2 The CONSULTANT shall permit the duly authorised representative(s) of the CLIENT and the Project Manager from time to time to inspect their records relating to the Services, and to make copies thereof. 7.3 The CONSULTANT shall, unless otherwise agreed, make monthly reports to the Project Manager as to the progress of the work under the Agreement in a format approved by the Project Manager and shall include but not be limited to identifying any matter which will change or which has changed the scope and/or timing of the Services stating as far as practicable in the circumstances and particulars of the change.

8.

INTELECTUAL PROPERTY RIGHTS 8.1 The CONSULTANT warrants that all rights, title and interest (including copyright and patent rights) to Intellectual Property have been produced for the sole purpose of the Project and are unique to the Project. The CONSULTANT hereby confirms that CONSULTANT shall not have any rights to any Intellectual Property, shall treat as confidential any Intellectual Property which has been created for this project, and shall not disclose to any third party any Intellectual Property without prior written Client's approval or use any Intellectual Property for any purpose whatsoever. 8.2 The CONSULTANT acknowledges that in executing the Works, the CLIENT will rely on the Copyright Works. Accordingly in the event that the CLIENT in terms of the Copyright, apparently accused of violating intellectual property rights of other party, the CONSULTANT shall indemnify and hold the CLIENT harmless against any damages, claims, loss, costs and/or expenses in connection with such infringement or alleged infringement. 8.3 The receipt by the CLIENT of any claim referred to in Clause 8 hereof shall be notified to the CONSULTANT who may at his own expense conduct any litigation or negotiate any settlement that may arise therefrom. 8.4 The CONSULTANTS warranty in Clause 8.1 and the indemnity in Clause 8.2 shall extend to all Document, trademarks, industrial designs, patents, inventions created for the purpose of the Project.

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8.5

Upon the completion or termination of this Agreement, the CONSULTANT will deliver to the CLIENT all originals and copies of the Copyright Works and the Document.

9.

RATE OF PROGRESS The CONSULTANT hereby agrees that he shall at all times perform any and all of the Services and any other incidental services that may be required of and from the CONSULTANT by the Project Manager pursuant to the express and implicit terms hereof. The CONSULTANT shall comply with any direction that the Project Manager may give from time to time to ensure that the Services achieve a reasonable rate of progress to the satisfaction of the Project Manager.

10. PAYMENTS 10.1 All payments shall be made in accordance to Tax provision in Clause 11. All payments shall be made in Indonesia Rupiah that has been agreed by the Parties by way of transfer to a bank designated by the CONSULTANT. If the CONSULTANT requires payments to overseas accounts, the total payment will be converted to the exchange rate on the day of signing the agreement. (hereinafter as Fee) 10.2 The Fee referred to in Clause 10.1 shall be payable to the CONSULTANT in accordance with Schedule 3 to this Agreement. 10.3 The CONSULTANT shall be reimbursed at costs, for the following expenses incurred in connection with the Project which shall be supported wherever possible by vouchers, receipts or other relevant documents:a. Travelling expense between Indonesia and the country/city where the Project is located or any other city approved by the Project Manager provided that the incurring of such expenditure is reasonable and necessary for the proper performance of the Services. The CLIENT shall not, in any event, be obliged to reimburse expenditure (air and land travel, per diem, hotel accommodation, direct travel-related sundry expenses) which is in excess of Rp. 00000 per man trip for a maximum3 days 2 nights.

Travel Authorization Form for Consultants (Schedule 5) shall be submitted to the Project Manager for approval prior to the commencement of travelling.

Notwithstanding the aforesaid, expenditure for all trips within the country/city where the Project is located and Two trips to Indonesia (including all travelling

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expenses, per-diem, etc related to the first Two trips) during period of this Agreement is included in the Fee referred to Clause 10.1 and other costs incurred in addition to the costs referred to in this Article shall not be reimbursable on the above basis. b. Marketing perspectives and model; c. Photographs and brochures; d. Subject to the prior written approval of the Project Manager, lithography charges at nett cost for printing of drawing and the Document. For purpose of clarity, the rates to be used for reimbursement shall be based on that stipulated in Schedule 4. Notwithstanding the aforesaid, the first 6 sets of all drawing and the Document shall be supplied to the CLIENT free of charge and not reimbursable on the above basis. 10.4 The CONSULTANTs entitlement to the Fee as herein stated is agreed on the basis of his provision of the Services under this Agreement. If the Project is prolonged or phased due to delay in the construction by the Contractor(s), The Consultant shall not be entitled to any claim for extra fee. 10.5 This Fee referred to in Clause 10.1 includes all expenses and costs related to all phone calls, faxes and any other form of communication irrespective of local or overseas. 10.6 The parties hereto agree that the Fee as agreed herein shall cover and include all duties and services (if any) rendered and performed by the CONSULTANT for the CLIENT in connection with the Project until the completion of the Services. Any charges paid up to the date of this Agreement shall be treated as payment on account of the Fee. 10.7 Payment by the CLIENT shall be without prejudice to any claims or rights which the CLIENT may have against the CONSULTANT and shall not constitute any acceptance by the CLIENT of the performance by the CONSULTANT of his obligations hereunder. Prior to making any such payment, the CLIENT shall be entitled to make deductions or deferments in respect of disputes or claims whatsoever with or against the CONSULTANT. The CLIENT shall be entitled to deduct tax or any expenses due to the CLIENT, prior to making any progress payment.

11. TAX 11.1 The CONSULTANT hereto agrees that the Fee referred to in Clause 10.1 free of all taxes and duties associated with the fee that the CONSULTANT may be liable in the country/city where the Project is located. The CONSULTANT shall undertake to provide the CLIENT with the completed Certificate of Domicile Of Non-Resident For Indonesia

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Tax Withholding (Form DGT-1) or Certificate of Domicile (COD). The CONSULTANT shall not be responsible for any taxes and duties associated with the fee in the country/city where the project is located. 11.2 The CLIENT shall not be responsible for the CONSULTANTs liability of any taxes and duties associated with the fee in the CONSULTANTs domicile. 11.1 The CONSULTANT hereto agrees that the Fee referred to in Clause 10.1 is including the withholding tax (Pajak Penghasilan / PPh). 11.2 The CLIENT shall be responsible for the Value Added Tax (VAT/Pajak Pertambahan Nilai (PPn)) from the Fee in this Agreement.

12. SUSPENSION 12.1 The CONSULTANT shall suspend performance of all or any part of the Services for such time and such manner as the Project Manager shall direct in writing. 12.2 The Project Manager may give direct written command to the CONSULTANT to recommence work on the whole or relevant part of the Services at such time and manner that the Project Manager may deem fit. 12.3 If the Project is postponed, suspended, or abandoned in whole or in part during the stages of the Service, the CONSULTANT shall be paid for the Services performed up to receipt of written notice from the Project Manager of such postponement, suspension or abandonment together with reimbursement then due. 12.4 If within three (3) years, the postponed project or any part thereof shall again proceed, the CONSULTANT shall resume his obligations and duties in accordance to this Agreement.

13. TERMINATION 13.1 In the event of any breach by the CONSULTANT of any of its duties and obligations under this Agreement, the CLIENT shall have the right to terminate this Agreement forthwith before the expiration of the Agreement by notice in writing to the CONSULTANT maximum within 30 (thirty) days and have the right to engage another consultant to complete the outstanding provisions of the Services. 13.2 In addition to the CLIENTs rights of termination pursuant to Clause 13.1, The Parties may terminate this Agreement forthwith by notice in writing at the latest ** days to the other if the other:

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a. If any Party commits a breach of this Agreement which in the case of a breach capable of remedy shall not have been remedied within fourteen (14) days of the receipt of a notice from the innocent party identifying the breach and requiring its remedy; or b. if any Party is declared bankrupt by a court decision binding, dissolved or liquidated in a state. 13.3 Notwithstanding any provisions contained in this Agreement, the CLIENT reserves the right to terminate this Agreement without cause and without penalty, by prior written notice to the CONSULTANT within ..............calendar days prior to the date of termination. 13.4 Upon receipt of notice of termination of this Agreement other than termination upon completion of the Services, the CONSULTANT shall immediately cease work, reduce expenditure to a minimum, allow and assist the CLIENT to take possessions of all the works performed by the CONSULTANT and subject to the terms of the Agreement, deliver to the CLIENT any document, manuals, drawings, plans, specifications or other document in relation to the Works and unless the termination shall have been occasioned by the CONSULTANTs default, the CONSULTANT shall be entitled to receive payment for the part of Services which have been properly completed, delivered to and accepted by the CLIENT at the date of termination.

The CONSULTANT shall not be entitled to receive payment for any works carried out after fourteen (14) days from the date that the CONSULTANT receives notice of termination. 13.5 Termination of this Agreement for whatsoever reasons shall not affect the accrued rights and liabilities of the Parties arising in any way out of this Agreement prior to the date of termination. 13.6 The Parties hereby agree to waive the provisions of Article 1266 of the Indonesian Civil Code so that no order of any tribunal will be required for termination of this Agreement.

14. ASSIGNMENT 14.1 The CLIENT shall be entitled without the prior written consent of the CONSULTANT to assign, transfer or other ways convey its rights and obligations under this Agreement in whole or in a part to any firm, company, or other entity and it agrees in writing to perform the rights and obligations of the CLIENT under the provisions of this Agreement.

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14.2

The CONSULTANT shall not, without prior written consent of the CLIENT, assign its rights and obligations of this Agreement in whole or in a part to other individual or third party.

14.3

Such consent if given shall not relieve the CONSULTANT from any liability or obligation under this Agreement and he shall be responsible for the acts, defaults or neglects of any sub-contractor, consultant, specialist or any party employed by the CONSULTANT.

14.4 14.5

This Agreement shall be binding upon and endure for the benefit of the successors. The CONSULTANT shall not appoint any sub-consultant to perform the Services without prior written consent of the CLIENT. The appointment of such sub-consultants shall not relieve the CONSULTANT of any of the obligations under this Agreement.

14.6

Any sub-contract or modification or termination thereof relating to the performance of the Services by the CONSULTANT shall be made only with the prior written agreement of the CLIENT.

15. SETTLEMENT OF DISPUTE Notwithstanding anything in this Agreement, any dispute, claim, disagreement, difference or disagreement arising out of or relating to this Agreement (Dispute), or the breach thereof of this Agreement shall be resolved amicably by The Parties with the following process: a. Either party may give notice in writing adequately identifying the subject of the dispute or difference to the other party for decision by the other party to the Agreement. Such decision shall be given within fourteen (14) days upon receipt by the other Party who is required to make such decision; b. If the aggrieved party is dissatisfied with the decision given by the other party, then the Parties will resolve it amicably to reach agreement within 30 (thirty) calendar days after the decision above; c. If settlement of the Dispute is not settled amicably within the period as mentioned above, the Parties agree to having their domicile is fixed and does not change in the Office of the Clerk of the District Court in Tangerang and any costs incurred are the responsibility of each party;

16. APPLICABLE LAW 16.1 The Agreement shall be subject to, governed by and interpreted in accordance with the Laws of the Republic of Indonesia for every purpose. 16.2 The Parties irrevocably submit to the exclusive jurisdiction of the Courts of Indonesia.

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17. FORCE MAJEURE 17.1 Neither party shall be in breach of this Agreement if there is any total or partial failure of performance by it of its duties and obligations under this Agreement occasioned by any act of God, fire, act of Government or state, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labor disputes of whatever nature and any other reason beyond the reasonable control of either party. 17.2 If either party is unable to perform its duties and obligations under this Agreement as a direct result of the effect of one of those reasons stated above, that party shall give written notice to the other party stating the reasons in question and such notice should be given within seven (7) calendar days from the occurrence of the event which the party is claiming as a force majeure event. 17.3 The operation of this Agreement shall be suspended during the period (and only during the period) in which the reason continues. Forthwith upon the reason ceasing to exist the party relying upon it shall give written advice to the other Party of this fact and the parties shall resume performance of their respective duties and obligations. 17.4 If the force majeure continued for a period of more than ninety (90) days and substantially affects the implementation of this Agreement, the Party has the right to terminate this Agreement upon giving thirty (30) days written notice of such termination to the other party.

18. INVALIDITY OF ANY PROVISION If any provisions or terms of this Agreement or any part thereof or otherwise to be invalid, void or unenforceable for any reason whatsoever including but not limited by the provisions of law or other provisions having the force of law or the decision of the court or agency or other competent authority of the other provisions of this Agreement shall not be affected or remain in effect. Provision declared invalid, void or unenforceable shall be deemed deleted from this Agreement provided always that if any such deletion substantially affects or commercially change this Agreement the Parties will negotiate in good faith to amend and modify the terms and conditions this agreement as may be necessary or desirable.

19. ENTIRE AGREEMENT/AMENDMENTY/WAIVER 19.1 This Agreement embodies and sets forth the entire agreement and understanding of the Parties and supersedes all prior oral or written agreements, understandings or

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arrangements relating to the subject matter of this Agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangement which is not expressly set forth in this Agreement. 19.2 This Agreement shall not be amended, modified, varied or supplemented except in writing signed by duly authorized representatives of the Parties and being an integral and inseparable part of this Agreement. 19.3 The failure or delay of either party to insist upon strict performance of any of the terms or provisions of this Agreement or to exercise any option, right or remedy contained in this Agreement, shall not be construed as a waiver or as a relinquishment for the future of such term, provision, right, or remedy, but the same shall continue and remain in full force and effect. No waiver by either party of any term or provision of this Agreement shall be deemed to have been made unless expressed in writing and signed by such party.

20. NOTICE 20.1 Any notice or communication to the Parties under this Agreement shall be given in writing and shall be delivered by hand (with written confirmation of receipt), registered airmail or by courier service to the address as mentioned in the beginning of the Agreement with the following requirements: a. if sent by first class post or express or air mail or by registered mail or other fast postal service, seven (7) days after posting; or b. if sent by facsimile, or other electronic media, when confirmation of dispatch is received. 20.2 All such notices and document shall be in Indonesia/English language. To prove the giving of a notice or other document, it shall be sufficient to show that it was dispatched.

21. VARIATIONS TO THE PROJECT 21.1 If at any time during the progress of the provision of the Services under this Agreement, the CLIENT determines that the form or nature of the Project should be varied, the Project Manager may so instruct the CONSULTANT and the CONSULTANT shall make such necessary changes to accommodate the variations to the form or nature of the Project without any additional cost to the CLIENT. 21.2 No variation to the Project may be made without prior written authority of the CLIENT.

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21.3

If after consultation with the CONSULTANT, the CLIENT determines that a variation of the basis of Agreement, made pursuant to this clause, requires an adjustment to the basis of the Fee, his instruction shall include the manner in which such adjustment of the Fee will be determined, consistent with the basis of the Fee defined in Schedule 3 of this Agreement.

22. CONFLICT OF INTEREST 22.1 The CONSULTANT shall inform the CLIENT of any matter connected with this Agreement which may give rise to an actual or potential conflict of interest at any time during the term of this Agreement. 22.2 Information provided by the CONSULTANT under this Clause shall be treated as in strict confidence by the CLIENT. 22.3 The CONSULTANT shall not divulge any information regarding the nature or progress of the Project or give any publicity concerning the Project to the news media or others not nominated by the CLIENT.

23. DOCUMENTS 23.1 The Brief supplied to the CONSULTANT under this Agreement shall remain the property of the CLIENT and shall be returned immediately by the CONSULTANT to the CLIENT on demand in writing by the Project Manager or the CLIENT. 23.2 The Brief supplied to the CONSULTANT under this Agreement shall not, without the prior approval of the CLIENT, be used, copied or reproduced for any purpose other than for the execution of the Services. 23.3 The information contained in the Brief or any document supplied under this Agreement shall not, without the prior approval of the CLIENT, be supplied or conveyed to any other person or used for any purpose other than for the execution of the Services. 23.4 Where the CLIENT has retained the Document for which the CONSULTANT subsequently has a reasonable need, the CLIENT may provide the CONSULTANT with sufficient copies, at the CONSULTANTs cost, to meet that need. 23.5 CONSULTANT within 30 days from the date of termination of this Agreement shall return to the CLIENT any Brief in its possession.

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24. ACCESS The CONSULTANT shall at all reasonable times give to the CLIENT, its representative or any person authorized by the CLIENT, access to the premises or workshop where the Services under this Agreement are being executed and shall permit the CLIENT or any person authorized by the CLIENT, to inspect the designs and the Document under this Agreement that has been and is being executed by the CONSULTANT.

25. CONFIDENTALITY 25.1 The CONSULTANT shall, both during the term of this Agreement and after its expiration or termination, keep confidential all technical, proprietary and other information which come into its possession, pursuant to or as a result of or in the performance of this Agreement, whether such information relates to the business and technical operations of the CLIENT or otherwise. The CONSULTANT shall not, without the prior written approval of the CLIENT, disclose such information to a third party save as disclosure may be necessary for the transactions contemplated by this Agreement or under an order or direction of Courts of Law or as required by any written law. 25.2 The obligations undertaken by the Parties pursuant to this Article shall remain valid and binding on the Parties to this Agreement even if the validity period has expired unless it becomes part of the public domain or required by prevailing regulations having the force of law or ordered to be opened to satisfy a court order or other governmental agency authorized.

26. INDEMNIFICATION The CONSULTANT agrees and undertakes to indemnify and to keep Client indemnified, as permitted by law, from and against actions, proceedings, damages, claims, demands, liabilities, losses, costs and expenses whatsoever which may be made against Client, resulting directly from any breach by Consultant of its obligations under this Agreement.

16 CLIENTs Initial __________ CONSULTANTs Initial __________

27. LANGUAGE This Agreement is drawn up in the English and Indonesian languages. If there are any discrepancies between the two versions, the English language version will prevail, to the extent permitted under applicable law.

Herewith, this Agreement is made by the CLIENT and agreed by the CONSULTANT. The parties hereto have hereunto caused this Agreement to be executed of the date first above written.

Jakarta, _________________ CONSULTANT PT. XXXXX CLIENT PT. XXXXX

[__________________] Director

[__________________] Person of Attorney

[__________________] Person of Attorney

17 CLIENTs Initial __________ CONSULTANTs Initial __________

SCHEDULE 1 KEY PERSONNEL FOR THE SERVICES

1. PERSONNEL The CONSULTANT agrees that it will for the duration of this Agreement, appoint the following staff, subject to the CLIENTs approval, to fulfill the role of the Design Consultant of the Project:

Design Consultancy Service Company Name Director Associate Director Senior Designer : XXXX : XXXXX : XXXXX : XXXXX

Any direction from the CLIENT to the Senior Designer shall be deemed to be a direction given to the CONSULTANT, and any matters relating to this Agreement which are within the knowledge, or which ought reasonably to be within the knowledge of the Senior Designer shall be deemed to be within the knowledge of the CONSULTANT.

2. CONSULTANCY SERVICES 2.1 The CONSULTANT shall be fully responsible for all the stages of the Project as spelt out in Schedule 2. 2.2 The CONSULTANT shall coordinate with all Other Consultants for other detailed designs and various Authorities consultations and submissions. 2.3 The CONSULTANT shall coordinate costing from all Other Consultants appointed by the CLIENT. 2.4 Detailed services to be offered are spelt out in Schedule 2.

SCHEDULE 2 SCOPE OF WORKS ________________ CONSULTANCY SERVICES

SCHEDULE 3 PAYMENT SCHEDULE

1. Preambles 1.1 The fees payable by the CLIENT to the CONSULTANT for the Services rendered shall be the agreed fixed lump sum. The fees would not be varied unless there are variations to the Project. For avoidance of doubt, variations arising out of the CONSULTANTs act, error or omissions shall be excluded. 1.2 The CONSULTANT shall provide the Services as described in this Agreement entirely to the satisfaction of the CLIENT and the Project Manager regardless of the accuracy or otherwise of the itemised breakdowns to this Schedule. 1.3 The CONSULTANTs shall deemed to have allowed for all costs, expenses, risks, overheads and profits to meet the requirements of the Services and any repeat reports and follow-up or rectification action made necessary to comply with the CLIENTs requirements as stated in this Agreement. The Fee shall also be deemed to have allowed for contingency and other expenditures necessary to fulfill the full scope of the Services required by the CLIENT, including the necessity to work outside normal working hours and during public holidays. 1.4 The CONSULTANT shall include details (experience and assigned duties) of the team leader and members who will undertake the work. The CONSULTANT is deemed to have allowed for adequate manpower resources to fulfill the CLIENTs requirements and deliver the deliverables in a timely manner. The CLIENT thus reserves the right to seek changes and additions to the composition of the team if it considers it desirable for better work performance. 1.5 The Fee shall be inclusive of salaries, wages, bonuses and all related staff costs and allowances (including the costs for accommodation and living expenses, medical payment, insurances of whatever nature, ancillary expenditures, costs of computer hardware and software, machines/equipment costs and any other overhead costs and profits unless otherwise stated in this Agreement). 1.6 Payments to the CONSULTANT shall be made upon the completion and acceptance by the Project Manager of the items of works as priced in this Schedule. There shall not be any partial payment of the items of work as priced in this Schedule. The CONSULTANT shall submit the request for payment, DGT 1 (for foreign consultants), tax invoice in accordance with the CLIENTs requirements.

1.7

If no fee or any dash or other like mark has been indicated against any item in the breakdown of the Fee, the Fee for that item shall be deemed to have been included in other items against which the Fees have been quoted. No claim will be considered in respect of any omission or alleged omission for items stated in the breakdown of the Fee.

1.8

The valuation of any variation of work shall be in accordance with the breakdown of the Fee, where appropriate.

Total Fee Payable: Rp. Stage % of Fee Amount of Fee Cumulative % Cumulative Fee

Upon Completion of

Post Contract Fee Total Grand Total 100%

SCHEDULE 4 LITHOGRAPHY CHARGES

The charges are as shown below:A4 Size A3 Size A2 Drawing A1 Drawing A0 Drawing Soft Cover Binding Hardcovering& Binding Rp. 0.00 per piece Rp. 0.00 per piece Rp. 0.00 per piece Rp. 0.00 per piece Rp. 0.00 per piece Rp. 0.00 per piece Rp. 0.00 per copy

SCHEDULE 5 TRAVEL AUTHORISATION FORM FOR CONSULTANT

Consultants Name Designation Company Project Discipline Date Trip Purpose

: : : : : : :

________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________

__________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ Trip No. : [No. ] of [___ Trips included in Fee as Specified in Agreement]

Itinerary Type of Passage Date From To Flight Number (ETA/ETD)

Accommodation Details : Hotel Tel No. Fax No. : : : ________________________________________ ________________________________________ ________________________________________

Submitted by :

Recommended by :

Joint Approval by:

_____________

________________ PM

__________________ Division Head

Note : Itinerary and detailed meeting schedule and supporting documents to be attached.