FrameworkAgreementforstrategiccooperation战略合作框架商议

1、Xxxxxx CorporationIndonesia xxx CorporationFramework Agreement forStrategic CooperationFramework Agreement for Strategic CooperationParty A:Legal representative:Contact:Address:Tel:Fax:E-mail:Party B: xxx Corporation (xxx Group Sole Co., Ltd.), Republic of IndonesiaLegal representative: xxxx Chairma

2、nas RepresentativeContact: xxxAddress:Phone: (+ 62 -xxx) xxxxxxxx(+ 62 - xxx) xxxxxxxxE-mail: xxxxxBased on the basic principles of equality, voluntariness, mutual benefit, and integrity, as well as through friendly consultations, Both Parties decide to establish a long -termstrategic partnership. I

3、n order to fullyexert Party B 's resources advantages in Indonesiaand expand PartyA's construction projects, trade, investment, and other related businesses in Indonesia, Both Parties have signed a strategic cooperation agreement and hereby agree to abide by it.I. General Provisions-term str

4、ategic1.1. On the basis of mutual benefit, Both Parties agree to form a longpartnership in order to fully exert Party A' sstrengths in leading the “ gointernational”platform for Chongqing enterprises and Party B's resources advantages in Indonesia, topromote Party A' sinvestment,trade, c

5、onstruction projects, and other areas of economic and technical cooperation in Indonesia, and to further enhanceParty A's market development capabilities in line with Chongqing 's “go international ” economic development strategy.1.2. This Cooperation Agreement is a framework document which

6、outlines the rights and obligations of Both Parties in principle. A specific business agreement and contract signed by Both Parties shall be established in accordance with the principles of thisAgreement.1.3. Specific business under the framework of this Cooperation Agreement shall be set in a separ

7、ate individual contract. If there is any inconsistencies between thisAgreement and the individual contracts, then the individual contracts shall prevail; Matters which are not set in the individual contracts shall be applicable to this Agreement.II. Strategic Cooperation Methoddeman'd,sParty B s

8、hallAccording to the situation of Indonesian market and Party A recommend to Party A construction, trade, investment projects that is suitable for Party A, and assist Party A in following up the market research, information gathering, feasibility analysis and demonstration related to the specific pr

9、ojects, assist in contacting and coordinating with relevant government departments, other companies, and intermediaries, in order to facilitate Party A in following up the implementation of related projects. According to the actual situation of the project, Party A shall pay service fee toParty B in

10、 accordance with Party B' s service contents and the contract for specific projects agreed by Both Parties. Or Both Parties can establish a joint venture to invest and manage specific projects and distribute the profits according to the agreed proportion. On the basis of project cooperation, Bot

11、h Parties can also set up a joint business venture in accordance with the relevant laws and regulations in Indonesia to further develop theIndonesian market.III. Geographic Area of CooperationIndonesian regions; when the conditions are ready, by mutual agreement of BothParties, the area could be ext

12、ended to the surrounding regions, i.e. Malaysia, Philippines.IV. Content of Cooperation4.1. Consultation on Investment Projects in Indonesia4.1.1. Collect information on investment in Indonesia for Party A, assist in conductingthe Indonesian market research analysis and investment feasibility studie

13、s, and use PartyB's resources to acquire projects.4.1.2. Assist Party A in completing the review and approval of investment projects inIndonesia and other procedures, coordinating with relevant institutions, obtainingapprovals from authorized Indonesian government agencies.4.2. Intermediary Agen

14、cy Services for project contracting in Indonesia4.2.1. Party A consents Party B to act as Party A' srepresentative in Indonesia todevelop construction projects in Indonesia, collect information on construction projects inIndonesia for Party A, conduct market research analysis and demonstrationan

15、dscreening the construction projects in Indonesian, assist Party A in completingthepreparation of tender documents and participate in tenders, and use Party Bs resourcesto acquire projects.4.2.2. Assist Party A in handling project related matters during construction.4.3. International Trading in Ind

16、onesia4.3.1. Party B shall use its resources in Indonesia to provide informationoninternational trading for Party A, assist Party A in conducting business negotiations withrelevant Indonesian companies;4.3.2. Party B shall use its resources in Indonesia to assist Party A in developing,constructing,

17、and managing regional markets or specialty markets in Indonesia, and assistin obtaining relevant approval procedures, coordinating and handling the relationship withgovernment agencies and other relevant parties during the development, construction,and operation.4.4. Joint Investment and Development

18、To set up a joint business venture in accordance with the relevant laws andregulations in Indonesia, where Party A is the controlling shareholder and Party B is theparticipating shareholder. Both Parties will jointly develop projects approved by BothParties, on business fields agreed by Both Parties

19、, and in the market scope according togeographical division.V. Service and Commitment5.1. During Both Parties' cooperation process and in the spirit of good faith, Party A is committed to fully and appropriately fulfill the following obligations:5.1.1. Party A shall deem Party B as a partner in

20、providing resources and information in Indonesia, and according to business requirements, information, and positive demonstration provided by Party B, Party A shall strive to contribute to the practical implementation of the related project.5.1.2. Party A shall promptly provide the priority areas an

21、d trends of this corporation' s recommendation,overseas investment projects to Party B.5.1.3. When a specific project is implemented based on Party B advice, and assistance, Party A is committed to strictly fulfill the obligation to pay service fees or set up joint ventures according to the cont

22、ract for specific projects signed by BothParties.5.2. During Both Parties' cooperation process and in the spirit of good faith, Party B is committed to fully and appropriately fulfill the following obligations:5.2.1. Party B shall fully exert its strengths in network, personnel, and other resour

23、ces in Indonesia, continuously optimize and improve the quality of information, and actively provide relevant market information within the above regions to Party A, and, if needed, assist in the completion of the corresponding local services, thus enabling Party A to conduct long - term investment,

24、 financing, acquisition, construction, trading, and other projects in the region;5.2.2. According to the development needs of Party A, and in accordance with the content and scope of the above cooperation agreement, Party B shall promptly and effectively provide quality and efficient consulting and

25、special services for Party A.5.2.3. For projects that are being studied or developed by Party A in Indonesia, whether those projects are based on Party B ' s recommendation or not, before Party A explicitly forego those projects, Party B shall not introduce or recommend those projects to other p

26、arty.VI. Supp leme ntary Provisi ons6.1. Con fide ntiality ClauseBoth Parties, without the consent of the other, shall not disclose gover nment secrets and commercial secrets lear ned in the coop eratio n p rocess to anyone, exce pt if it is required by the laws, regulati ons, regulatory or requested by the judicial, adm ini strative or other authorities to provide the information to the hired audit, legal, and other external pro fessi onal advisors, or if it is otherwise agreed by this Agreeme nt.6.2. Other Matters6.2.1. This Cooperation Agreem