COOPERATION AGREEMENT SPECIMEN PREPARED FOR CRFG,

PAKISTAN FOR JV WITH LOCAL PARTNER

DATED March 3, 2017,

COOPERATION AGREEMENT

BETWEEN

M/s CRFG ,Pakistan

AND

XXXXXXXXXXXXXXXXXXXXXX

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COOPERATION AGREEMENT SPECIMEN PREPARED FOR CRFG,
PAKISTAN FOR JV WITH LOCAL PARTNER

Cooperation Agreement
This Cooperation Agreement (hereinafter referred to as the Agreement)
is made on March 3, 2017 ,

BETWEEN

A. XXXXXXXXXXXXXXa company duly organized and existing under

and by virtue of the laws of the XXXXXXXXXXXXXX with a Branch
Office in the Islamic Republic of Pakistan located at
xxxxxxxxxxxxxxADDRESSxxxxxxxxxxxxxx, Pakistan, hereinafter
called the HHHHHHHHH

AND

B. M/s China Railway First Group (CRFG) a company duly organized

and existing under and by virtue of the laws of the
XXXXXXXXXXXXXX with a Branch Office in the Islamic Republic of
Pakistan located at xxxxxxxxxxxxxxADDRESSxxxxxxxxxxxxxx,
Pakistan hereinafter called as GGGGGGGGGG

The expression of HHHHHHHHHH and GGGGGGGGGGshall where the text

admits, mean and includes their respective successors in interest and
permitted assignee and hereinafter referred to individually as a Party
and collectively as Parties.

Whereas, the Parties wish to draw upon joint experience by collaborating

together in the preparation and submission of Bid Documents for
Construction XXXXXXXXXXXXXX
(here-in-after referred to as Tender), floated by NAME OF
THE EMMPLOYER, Government of the Pakistan (here-in-after referred to as
the Client).

NAME OF THE PROJECT

(hereinafter referred to as Project).

Whereas, the Parties further desire as a part of this Agreement to develop

the basis upon which they will establish a detailed Joint Venture (here-in-
after referred to as the JV) for the purpose of executing the Project, if
successful in the Bidding and if awarded the contract for the Project (here-
in-after referred to as the Contract)

Now Therefore,

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COOPERATION AGREEMENT SPECIMEN PREPARED FOR CRFG,
PAKISTAN FOR JV WITH LOCAL PARTNER
In consideration of the premises and mutual covenants expressed here-in,
the Parties agree as follows:

1) PURPOSE
a) The Parties hereby join themselves with the intention of jointly
preparing and cooperating in the submission and negotiation of
the Tender to the Client on JV basis.
b) The title of the JV is JV NAME OF THE
JOINT VENTURE.
c) Nothing here-in shall be construed to constitute the Parties as
partners or to constitute the incorporation of a separate
company or legal entity.
d) Neither Party shall deal with other business which is not relative
to the Project in the name of the NAME OF THE JOINT VENTURE

2) SHARING

a) AAAAAAA shall have 70% shares of the JV

b) BBBBBBB shall have 30% shares of the JV
c) AAAAAAA shall be the leader of the JV, by virtue of which
AAAAAAA is authorized to represent the JV and realize all
correspondences with the Client on behalf of the JV.
d) Each Party shall be jointly and severally liable to the Client in
relation to the Project.

3) EXCLUSIVITY
None of the Parties shall, directly or indirectly, under its own name or
through its affiliates, Apply for Bid, execute or take any other interest in
the Project in the manner other than as defined in this Agreement.

4) COSTS AND EXPENSES

Each Party hereto shall bear its own costs and expenses incurred in the
preparation and submission of the Bid Documents and any other cost
related to the Project Bid Submission, and other costs will be shared as
per the J.V Share (or will be contributed evenly).

5) BANK GUARANTEES / SECURITIES

AAAAAAA will arrange the required Bank Guarantees like Bid

Security, Performance Guarantee, Mobilization Advance Guarantee
for the Project. When the project is awarded to AAAAAAA-BBBBBBB
JV, AAAAAAA will arrange the Advanced Payment Guarantee and
Performance Guarantee on behalf of AAAAAAA-BBBBBBB J.V,

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COOPERATION AGREEMENT SPECIMEN PREPARED FOR CRFG,
PAKISTAN FOR JV WITH LOCAL PARTNER
however BBBBBBB shall furnish the Mobilization Advance Bank
Guarantee, as per its J.V share

6) DIVISION OF SCOPE OF WORK

The Scope of Work will be divided in terms of length or any other
method or way as mutually sorted and agreed by both the parties.
Once the Project is awarded to AAAAAAA-BBBBBBBB JV, AAAAAAA
will mutually negotiate the division of work scope with BBBBBBBB.
In the best interest of the project in this respect the genuine and
reasonable decisions of M/s AAAAAAAAAA will be given priority.
If it is found that M/s BBBBBBBB is lagging behind the Construction
Schedule by 25% due to the default of M/s BBBBBBBB, then
AAAAAAA will give notice to BBBBBBBB for the improvement of the
progress of works within three months. After which if the progress of
the Project is delaying for consecutive two months due to default of
BBBBBBBB, then AAAAAAA shall be entitled to terminate the
remaining share percentage work of BBBBBBBB. If the above
mentioned lagging is due to situation beyond the control of this
AAAAAAA-BBBBBBBB Joint Venture then both partner will make the
combine efforts for the solution of any such problem or issue.

7) JV ACCOUNT
I. One Master JV Account shall be opened as to receive Monthly IPC
payment from the Employer. Upon receipt of the IPC payment,
70% of the payment will be transferred to AAAAAAAS account
which shall be managed at AAAAAAAs sole discretion and the
remaining 30% payment shall be transferred to the JV account
which shall be managed jointly by AAAAAAA and BBBBBBBB
which shall be at the sole discretion of M/s BBBBBBBBBB..

II. The amount of Mobilization Advance being released to M/s

BBBBBBBB of its J.V share, against the Bank Guarantee being
provided by them, will be at the sole discretion of M/s BBBBB,
and will be solely operated by M/s BBBBB for the best interest of
the project and will not be transferred to the Joint Account.

III. If the scope of work is divided in terms of length, and IPC is

generated from the specific and designated area of one partner
then the respective amount of the said IPC will go the respective
accounts of the J.V partners, and for M/s BBBBBBBB the same will
be operated jointly through Joint Account, as mentioned at ( I )

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COOPERATION AGREEMENT SPECIMEN PREPARED FOR CRFG,
PAKISTAN FOR JV WITH LOCAL PARTNER
8) EXECUTION AND MANAGEMENT PLANS
For the setting of right management plans, execution strategies, terms
and conditions favorable for both the parties, for the execution and
management layout, both the parties can hire the services of the
professionals from their end for the best interest of the project, and can
nominate such personnel on their behalf. During the execution stage, if
any clause of this very cooperation agreement is against the
betterment of the progress of the work, and is causing the delay in the
works then it can be amended mutually by both the parties.

9) DAMAGES / LOSSES DUE TO EMPLOYER

If there comes the situation where AAAAAAA-BBBBBBBB J.V will be
facing or bearing any losses or damages on part of the government /
employer, both the parties will stand together and make combine
efforts for the recovery of the respective losses / damages.

10) TAXES
All kind of taxes, fees, penalties, etc. applicable to the Joint Venture
shall be borne by the JV.

11) PROFIT AND LOSS OF JOINT VENTURE

The profit and loss shall be distributed as per each JV members share
percentage in the JV agreement.

12) ASSIGNMENT
None of the Parties shall be entitled to sell, assign or in any manner
encumber or transfer any of its rights, interests, obligations or any part
thereof under this Agreement without prior written consent of the other
Party.

13) CONFIDENTIALITY
a). Any documents, data and information which may be supplied by one
Party, shall be kept in confidence by the other Party and shall not be
divulged, disclosed or otherwise made known to any third party nor be
used for any purposes other than executing this Agreement.
b). The confidentiality obligations shall remain valid and shall survive
the, partially or whole, termination, expiration or any other
circumstances under Article 7 of this Agreement.

14) TERMINATION
This Cooperation Agreement and the Joint Venture shall terminate on
the occurrence of the following:

a). If the Contract is not awarded to Joint Venture.

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 COOPERATION AGREEMENT SPECIMEN PREPARED FOR CRFG,
PAKISTAN FOR JV WITH LOCAL PARTNER
b). When the performance certificate for the Works is issued by the
Engineer.

15) APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with
the laws of Pakistan.

16) ARBITRATION
a) In the event of any dispute arising from or in connection with
this Agreement, the Parties shall first endeavor in good faith to
reach agreement through amicable and meaningful
negotiations.
b) Should such an agreement fail to be reached within fifty-six (56)
days, the dispute shall be referred to arbitration.
c) Arbitration shall be conducted in accordance with the rules and
provision of latest International Arbitration laws.
d) The place shall be in Pakistan.
e) The arbitration award shall be final and binding upon both
Parties.
f) The language of the proceedings will be English.
g) Neither Party shall be released from performing its other
obligations under the Agreement during the dispute resolution
period.

17) MISCELLANEOUS
This Agreement may only be modified, varied or amended with the
mutual consent by both Parties in writing.

18) PREVAILING
If there is any discrepancy between this Cooperation Agreement and
the External JV agreement, this Cooperation Agreement shall be
prevailing.

This Agreement is signed in Two (2) originals, on March 8, 2016, by the

joint consent of the Parties and become effective after signing by the
representative of both parties.

For For
AAAAAAAAAAAAAAAAAAAAAAAAA BBBBBBBBBBBBBBBBBBBBBB
Name: Name:
Designation: Designation:

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 COOPERATION AGREEMENT SPECIMEN PREPARED FOR CRFG,
PAKISTAN FOR JV WITH LOCAL PARTNER

__________________ ______________________
Signature & Seal Signature & Seal