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This Consultant Agreement is effective on _____________________ 2010 and will continue
in effect until terminated as provided hereinafter.

Between

Chandewala Enterprises Company Ltd. ´CECµ a company registered in the Saudi

Arabia. C.R. 2050063813. With business address POB 79095, Al-Khobar 31952, Saudi
Arabia. (Hereinafter referred to as the ´Principalµ).

And

Mr./Mrs. _________________________________________________________________________

Iqama / ID: ______________________________________________________________________

Mobile: __________________________________________________________________________

Email:____________________________________________________________________________

(Hereinafter referred to as the ´Consultantµ).

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c Principal and Consultant have expressed desire to enter into an agreement of
business relationship established to achieve the goals set forth below;


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2.1.cConsultant is in the business of finding commercial businesses that wish to utilize
the Principal and or other Electro-Mechanical and Plumbing services offered by
CEC and or any affiliated entity in which either CEC or the principals of CEC
have a financial interest, herein after referred to as (CEC) unless otherwise
defined.
2.2.cConsultant desires to submit from time to time potential Clients to CEC for
evaluation and possible acceptance in accordance with CEC·s instructions to
Consultant and the terms and provisions to the Agreement.
2.3.cAny party referred by the Consultant will be referred to as the ´Clientµ.

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3.1.cThe parties agree that the relationship of Consultant to Principal shall be that of
an independent contractor. All parties recognize that this Agreement is non-
exclusive and in keeping with an ¶arm·s length· relationship. Without Principal·s
prior written consent, Consultant shall have no authority to bind Principal in any
manner whatsoever. Consultant, its employees, Consultant·s agents, and their

   
 



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employees shall not be considered employees of Principal in any way, or for any
purpose.

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6.1.cConsultant agrees to solicit new prospective commercial clients for Principal,
and to provide completed initial document packages for Principal·s evaluation
and possible acceptance in accordance with Principal·s instructions to
Consultant and the terms and provisions of this Agreement.
6.2.cConsultant will make sure to offer its services in making the payment process
smooth line between client and Principal.
6.3.cCoordinate negotiations and provide deal structuring advice.
6.6.cHelp maintain confidentiality of the Principal financials.

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  Principal will pay to Consultant referral fees for any and all referred
prospects who utilize Principal·s services. The following commission methodology will
apply:

5.1.cUnless so modified on the attached Schedule A, Principal will remit to

Consultant a commission calculated on Double Lehman Scale
(International Standard) of the gross charges retained by Principal as
earned fees throughout its relationship with any party referred by
Consultant (´Clientµ).








 


Up to SAR 1,000,000 10%
plus SAR 1,000,000 to SAR 2,000,000 8%
plus SAR 2,000,000 to SAR 3,000,000 6%
plus SAR 3,000,000 to SAR 6,000,000 6%
plus SAR 6,000,000 and up 2%

5.2.cSuch commission shall not be deemed earned by Consultant until

Principal·s fees are actually received from the referred Client.
5.3.cPrincipal will provide to Consultant progressive payments back to back
within 10 days of the conclusion of each successful payment received
from referred Client.
5.6.cShould Principal never be repaid by Client or its customer; or for some
other reason Principal never receive its fee(s), then no commission shall
be owed by Principal to Consultant for that specific transaction.
5.5.cShould Principal be forced to declare an Event of Default, as such is
defined in Principal·s agreement(s) with Client, then (in recognition of
Principal·s increased costs of collection and monitoring) until all

   
 



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condition(s) causing the declaration of default are cured, Consultant
shall irreversibly forfeit any right to commission(s) earned herein during
the period that the conditions of default were existent and/or uncured.
5.6.cUnless this Agreement is otherwise earlier terminated, all compensation
is to be paid by Principal to Consultant for the life of said Client
account.

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6.1.cNotwithstanding anything herein to the contrary, either party to this Agreement
may terminate this Agreement at any time by giving ten days written notice to
the other party. However, CEC·s obligation to pay Consultant compensation,
pursuant to clause 5 of this agreement, shall continue so long as CEC provides
financing to such Clients as Consultant referred to CEC prior to the termination
of this Agreement.

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7.1.cThis Agreement supersedes any and all agreements between the parties hereto
with respect to the relationship between Consultant and FSW and contains all of
the agreements between the parties with respect thereto. Both parties agree
that no representations, inducements, promises, or agreements, oral or
otherwise, have been made by any party or anyone acting on behalf of any
party, which are not embodied herein, and that no other agreement, statement
or promise not contained herein shall be valid or binding. Any modification of
this Agreement will be effective only if it is in writing and signed by both parties.

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8.1.cThis Agreement and all matters arising under or by virtue of it shall be
interpreted, construed, and governed by the laws of the Saudi Arabia.
8.2.cThe Parties shall use their best efforts to settle all disputes arising out of or in
connection with this Agreement or the interpretation thereof in an amicable
way. Should the Parties fail to amicably settle any such arisen dispute, within a
period of thirty (30) days from the date it would have arisen, then such dispute
shall be submitted by either Party to a mediator whose name and qualifications
shall receive the mutual consent of both Parties. If the mediation process has
not resolved the dispute within ninety (90) days of the date of submission of the
dispute to the mediator or such extended time as may be mutually agreed by
the Parties, then the dispute shall be referred by either Party for resolution
through arbitration following the procedures of the Saudi Chamber of
Commerce.

   
 



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8.3.cIn the event that one or both business addresses need to be revised due to
premises relocation or an unforeseen event, a party may change his address by
giving written and electronic notice of this change to the listed address. In the
event that no written response is received within two working weeks it is the
responsibility of the instigating party to confirm the update to the
correspondence address.

 

  



Signature: Signature:
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Date: Date:
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