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ENGINEERING AND SUPERVISING SERVICE CONTRACT
Contract Number: ________________________
This Engineering and Supervising Service Contract (hereinafter referred to as the “CONTRACT”) is made on
this day .................................................., by and between:
I. PT. _____________________, a limited liability company duly established and existing under the laws of the
Republic of Indonesia, having its addressed at ............................................................................................ (hereinafter
referred to as the “ X ”); and
II. _____________________ LTD., a limited liability company duly established and existing under the laws of the
Republic of Indonesia, having its address at .................................................................................................. and its
(Business Registration No.: _____________________) (hereinafter referred to as the “ Y ”).
‘ X ‘ and ‘ Y ‘ are hereinafter collectively referred to as the “PARTIES” and severally as the “PARTY”
WITNESSETH
A. WHEREAS, ‘ Y ‘ is desirous to be appointed by ‘ X ‘ to provide ‘ X ‘ with the engineering and
supervising service to check the engineering draws and supervise the fabrications for Kideco’s
COMPONENTS OF CONVEYOR SYSTEM (as defined herein) (hereinafter referred to as “ENGINEERING
AND SUPERVISING SERVICE”) and ‘ X ‘ is willing to appoint ‘ Y ‘ to conduct the ENGINEERING AND
SUPERVISING SERVICE;
B. WHEREAS, ‘ Y ‘ has submitted the Quotation No. ________________ dated ............................... (hereinafter
referred to “QUOTATION”) to ‘ X ‘ and such QUOTATION has been received and accepted by ‘ X ‘,
therefore the PARTIES has agreed to make this CONTRACT in order to set the details of terms and
conditions of the ENGINEERING AND SUPERVISING SERVICE.
NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained, the PARTIES
hereby agree as follows:
1. SCOPE OF CONTRACT
Subject to the terms and conditions of this CONTRACT, ‘ X ‘ hereby appoints ‘ Y ‘, and ‘ Y ‘ accepts
the appointment by ‘ X ‘, to provide ‘ X ‘ with the ENGINEERING AND SUPERVISING SERVICE.
2. SCOPE OF SERVICE

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The ENGINEERING AND SUPERVISING SERVICE to be provided by ‘ Y ‘ to ‘ X ‘ shall be consisting of
the check of final and detailed drawings with details as follows:
2.1. Engineering, to check the final drawings
2.2. Supervising, to supervise during manufacturing crushing & conveyor system with total estimated
weight one thousand four hundred seventy two (1472) tons including dispatched two (2)
technicians to the plant of KHI in Indonesia. The accommodation & meals of the technicians to
be supplied by ‘ X ’
2.3. Component of Conveyor’s System List
No Name SMC-1
(Kg)
SMC-2
(Kg)
SMD-1
(Kg)
SMD-2
(Kg)
SMD-3
(Kg)
Total
(Kg)
1 Head &
Drive Tower
2 M/S Tower
3 Conveyor
4 Take-Up
5 Head Chute
6 SILO
7 Duct, Rail,
Etc
8 Cable Truss
9 Light Tower
/Pole &
Panel base
Total
(Hereinafter referred to as the “COMPONENTS OF CONVEYOR SYSTEM”)
3. CONTRACT AMOUNT AND PAYMENT TERMS
3.1. Contract Amount
The PARTIES have agreed that the contract amount for the ENGINEERING AND SUPERVISING
SERVICE is USD ............... – (in words: .......................................................... United States of America Dollars)
(hereinafter referred to as the “CONTRACT AMOUNT”).
3.2. Contract Amount Conditions
The CONTRACT AMOUNT is excluding the Value Added Tax (VAT).

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3.3. Payment Terms
3.3.1. The PARTIES have agreed that all payment for the CONTRACT AMOUNT shall be made
in United States of America Dollar (USD/US$), with the following terms:
Description Amount Remarks
Down Payment
(30%)
US$ ......... Shall be made by ‘ X ‘ to ‘ Y ‘ within 10 (ten) business days
after:
a) the signing date of the CONTRACT ; and
b) the submission of invoice of the down payment from
‘ Y ‘ to ‘ X ‘; and
c) the submission of PERFORMANCE BOND (as defined
below) from ‘ Y ‘.
Progress
payment (60%)
US$ ......... Shall be made in accordance with the monthly progress
(monthly implementation) as submitted by ‘ Y ‘ and
approved by ‘ X ‘ and shall be paid within 10 (ten) business
days after the submission of invoice of each progress
payment (monthly progress) from ‘ Y ‘ to ‘ X ‘.
Balance
Payment (10%)
US$ ......... Shall be made within the next 10 (ten) business days after:
a) the written authorization of completion of the
ENGINEERING & SUPERVISING has been given by ‘ X
‘.; and
b) the submission of invoice of the balance payment from
‘ Y ‘ to ‘ X ‘.
3.3.2. All payment for the CONTRACT AMOUNT shall be paid by ‘ X ‘ to ‘ Y ‘ through transfer
mechanism into UTILTECH’s bank account that may from time to time designated in
writing by ‘ Y ‘.
3.3.3. To prevent possibility of dispute in advance, when each payment of the CONTRACT
AMOUNT is given, ‘ X ‘ should send written confirmation of sending such payment to ‘ Y
‘ not later than 2 (two) business days since the payment has been paid or transferred
and ‘ Y ‘ shall send written confirmation of receiving such payment to ‘ X ‘ not later than
2 (two) business days since the payment has been received.
4. Performance Bond
4.1. ‘ Y ‘ must provide ‘ X ‘ with Performance Bond that covering 30% (thirty percent) of the
CONTRACT AMOUNT that shall remain valid until ................................ (hereinafter referred to as the

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“PERFORMANCE BOND”).
4.2. The PERFORMANCE BOND shall be submitted by ‘ Y ‘ to ‘ X ‘ no later than 10 (ten) business
days after the signing date of this CONTRACT.
4.3. The validity of the PERFORMANCE BOND shall be automatically extended by ‘ Y ‘ until the
issuance of written acceptance/approval from ‘ X ‘ explaining that ‘ X ‘ has conducted an
examination on the ENGINEERING AND SUPERVISING SERVICE which provided by ‘ Y ‘ and the
ENGINEERING AND SUPERVISING SERVICE has been provided and conducted in full by ‘ Y ‘.
4.4. The PARTIES agree that the PERFORMANCE BOND shall be irrevocable for any reason during the
period of validity of the PERFORMANCE BOND.
4.5. The PARTIES agreed that beneficiary of the PERFORMANCE BOND shall be entitled to
automatically call and request liquidation of the PERFORMANCE BOND in the event the issuing
PARTY breaches any provisions of this CONTRACT and/or fails to meet its obligation under this
CONTRACT.
5. TAXES AND DUTIES
Except expressly stated otherwise herein, all taxes arising from or in connection with the transaction as
stipulated herein shall be borne by each respective PARTY.
6. TERM OF SERVICE, PENALTY AND THE TRANSFER OF OWNERSHIP
6.1. Delivery
6.1.1. Except if stipulated otherwise by ‘ X ‘ in writing to ‘ Y ‘, the ENGINEERING AND
SUPERVISING SERVICE shall be conducted, provided and completed by ‘ Y ‘ to ‘ X
‘ from ............................. until ......................... (hereinafter referred to as the “TERM OF
SERVICE”).
6.1.2. Any and every scope of the ENGINEERING AND SUPERVISING SERVICE shall be
regarded as been completed after the issuance of written acceptance / approval from ‘ X
‘ explaining that ‘ X ‘ has conducted an examination on the ENGINEERING AND
SUPERVISING SERVICE which provided by ‘ Y ‘ and the ENGINEERING AND SUPERVISING
SERVICE has been provided and conducted in full by ‘ Y ‘..
6.1.3. The ENGINEERING AND SUPERVISING SERVICE shall be conducted, provided and
completed by ‘ Y ‘ in accordance with the terms and conditions of this CONTRACT no

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later than the end of TERM OF SERVICE. In the event of unavoidable circumstances and
provided that such circumstances is approved in writing by ‘ X ‘, the PARTIES may
extend the TERM OF SERVICE with a separate written agreement that shall be regarded
as an integral part of this CONTRACT.
6.1.4. Details regarding ENGINEERING AND SUPERVISING SERVICE schedule shall be submitted
by ‘ Y ‘ to ‘ X ‘ no later than 7 (seven) days before the technical meeting is conducted
and such detail shall be approved by ‘ X ‘ within 7 (seven) days after the technical
meeting is conducted.
6.2. Penalty
Any delay to the TERM OF SERVICE of the ENGINEERING AND SUPERVISING SERVICE by ‘ Y ‘ as
stipulated in Article 6 paragraph 6.1 sub-paragraph 6.1.1 above which occurred because of ‘ Y ‘’s
own reason, shall be subject to penalty in the amount of 1.5/1000 (one point five per mill) per
day of the CONTRACT AMOUNT and will be deducted from the CONTRACT AMOUNT
(hereinafter referred to as the “PENALTY”), provided however the maximum amount for the
PENALTY shall not exceed 5/100 (five percent) from the CONTRACT AMOUNT. ‘ X ‘ shall retain
the right to terminate this CONTRACT in the event that the ENGINEERING AND SUPERVISING
SERVICE is not conducted, provided and completed by ‘ Y ‘ until the PENALTY has reached its
maximum amount.
6.3. Transfer of Ownership
All rights and ownership of the ENGINEERING AND SUPERVISING SERVICE shall be moved and
transferred from ‘ Y ‘ to ‘ X ‘ after ‘ X ‘ has settled and paid the full CONTRACT AMOUNT in full
to ‘ Y ‘,
7. WARRANTY
‘ Y ‘ warrants that the ENGINEERING AND SUPERVISING SERVICE which conducted, provided and
completed by ‘ Y ‘ as stipulated in this CONTRACT will be free from defects and/or faults. In the event
that the ENGINEERING AND SUPERVISING SERVICE found defect and/or fault, ‘ Y ‘ shall change and/or
repair the product(s) of ENGINEERING AND SUPERVISING SERVICE without imposition of additional cost
including without limitation to the repair cost, transportation cost, accommodation cost and/or delivery
cost.
8. EFFECTIVE DATE
This CONTRACT shall legally binding and become effective upon the signing date of this CONTRACT.

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9. EXPIRATION AND/OR TERMINATION OF THE CONTRACT
9.1. Expiration and/or Termination
This CONTRACT may be expired and/or terminated with given prior written notice for at least 14
(fourteen) business days before the effective date of termination:
9.1.1. Automatically expired if the PARTIES have fulfilled all of its obligations pursuant to this
CONTRACT; or
9.1.2. Terminated by mutual written agreement between the PARTIES; or
9.1.3. Terminated by mutual written agreement between the PARTIES if one or more event(s)
of FORCE MAJEURE render it impossible for the affected PARTY to fulfill its obligations
in accordance with the terms and condition of this CONTRACT and such event of FORCE
MAJEURE is permanent, or if temporary, latest uninterruptedly for a continuous period
of 30 (thirty) days or more; or
9.1.4. Terminated by either PARTY if a PARTY becoming insolvent or a petition being presented
or an order being made or an effective resolution being passed for the winding up,
insolvency, administration, reconstruction, dissolution or bankruptcy of a PARTY; or
9.1.5. Terminated by ‘ X ‘ in the event ‘ Y ‘, for any reason, breach any of its obligations under
this CONTRACT and/or ‘ Y ‘ breached the provision of Article 6 paragraph 6.2 of this
CONTRACT and/or if ‘ Y ‘ breached the provision of Article 12 paragraph 12.1 of this
CONTRACT; or
9.1.6. Terminated by ‘ Y ‘ in the event ‘ X ‘ does not fully pay the CONTRACT AMOUNT and/or
in the event the construction of COMPONENTS OF CONVEYOR SYSTEM is suspended by
the government authority.
9.2. The expiration or termination of this CONTRACT as provided in Article 9 paragraph 9.1 of this
CONTRACT shall not removes and/or waives any unfulfilled obligations of the PARTIES which are
pending and/or have appeared prior to the event of termination.
9.3. In the event of termination that conducted by ‘ X ‘ for any reason stated in Article 9 paragraph
9.1 sub-paragraph 9.1.3, 9.1.4 and/or 9.1.5, then the following condition shall apply:
9.3.1. ‘ X ‘ shall be entitled to any and every ENGINEERING AND SUPERVISING SERVICE which
have been completely conducted, provided and/or delivered by ‘ Y ‘ to ‘ X ‘; and
9.3.2. ‘ X ‘ shall be entitled to call and request liquidation of the PERFORMANCE BOND; and
9.3.3. The payment of the CONTRACT AMOUNT that has been received by ‘ Y ‘ prior to the
termination date shall be refunded by ‘ Y ‘ to ‘ X ‘ within 10 (ten) business day after the
effective date of the termination.

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9.4. In the event of termination that conducted by ‘ Y ‘ for any reason stated in Article 9 paragraph
9.1 subparagraph 9.1.3, 9.1.4 and/or 9.1.6, then the following condition shall apply:
9.4.1. ‘ X ‘ shall be entitled to any and every ENGINEERING AND SUPERVISING SERVICE which
have been completely conducted, provided and/or delivered by ‘ Y ‘ to ‘ X ‘; and
9.4.2. ‘ X ‘ shall pay all outstanding CONTRACT AMOUNT which appeared before the effective
date of the termination; and
9.4.3. ‘ Y ‘ shall be entitled to revoke the PERFORMANCE BOND and shall have no obligation
to provide the outstanding ENGINEERING AND SUPERVISING SERVICE.
9.5. For avoidance of doubt, for the implementation of this Article, the term of “government” shall
means the Government of the Republic of Indonesia and/or the Government of Republic of
Korea.
10. APPLICABLE LAW AND DISPUTE SETTLEMENT
10.1. This CONTRACT shall be governed by and construed in accordance with the law of.............
10.2. Any disputes, controversies, conflicts, differences and/or other matters which may arise between
the PARTIES, out of or in relation to or in connection with this CONTRACT, or for the breach
thereof, shall be first settle through negotiation between the PARTIES to achieve an amicable
settlement, within 30 (thirty) days since the first formal negotiation meeting is conducted.
10.3. Failure to make amicable settlement of any disputes, controversies, conflicts, differences and/or
other matters between the PARTIES, out of or in relation to or in connection with this CONTRACT,
or for the breach thereof shall be finally settled by arbitration through .................... at
the ....................... . The award of arbitration shall be final and binding.
10.4. The PARTIES shall continue to perform their obligations hereunder until the arbitrators give their
award.
11. FORCE MAJEURE
11.1. Neither PARTY shall be responsible or liable for or deemed in default or in breach for failure to
perform its part or whole of its obligation under or pursuant this CONTRACT due solely to one
or more events of FORCE MAJEURE (as defined herein) or its or their effects or by any
combination thereof.

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11.2. The FORCE MAJEURE as referred to in Article 11 Paragraph 11.1 above shall means, including but
limited to, force fire, flood, strikes, war (declared or undeclared), embargoes, blockades, legal
restrictions, riots, insurrections, act of government or government regulation.
11.3. The affected PARTY shall promptly notify the other PARTY related of such cause or circumstances
of the FORCE MAJEURE not later than 7 (seven) business days together with the written
statement from related authorities explaining of such conditions and the PARTIES will consult and
determine what action should be taken to best protect their respective interests.
11.4. For avoidance of doubt, for the implementation of this Article, the term of “government” shall
means the Government of the Republic of Indonesia and/or the Government of Republic of
Korea.
12. MISCELLANEOUS
12.1. Confidentiality
12.1.1. Each PARTY must keep confidential the contents of this CONTRACT, the details of any
negotiations leading to the conclusion of this CONTRACT, any communication made or
documentation issued in connection with this CONTRACT and/or any information related
to this CONTRACT including without limitation to the present project drawings,
specifications and other know how, and each PARTY shall not disclose the same to any
other party without the prior written consent of the other PARTY.
12.1.2. The obligation of confidentiality under this CONTRACT is a continuing obligation and
shall remain in force during the term of this CONTRACT and afterwards for a period of 1
(one) year.
12.1.3. Any violation of this provision which conducted by either PARTY under this CONTRACT
shall caused the other PARTY entitled to seek remedy and/or to claim for compensation
to such PARTY.
12.1.4. ‘ X ‘ shall retain the right to terminate this CONTRACT in the event ‘ Y ‘ breached the
provision of this Article.
12.2. Changes, Amendment, and Attachment
12.2.1. Any other terms and conditions which is not specified in this CONTRACT or any changes
in content or material of this CONTRACT shall be discussed mutually and agreed upon
by the PARTIES at later stage, as the addendum or amendment to this CONTRACT, and
the amendment, supplements, and/or alteration to the terms and conditions of the
CONTRACT shall not become binding unless made in written form and signed by the

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authorized representatives of the PARTIES and approved by respective authorities if
required.
12.2.1. Any and all attachments, appendixes, addendum, and/or amendments to the CONTRACT,
as may time to time agreed in writing by the PARTIES, shall be regarded as an integral
and inseparable part of this CONTRACT.
12.3. Severability
In the event that any clause or part of a clause in this CONTRACT shall for any reason be
determined by any regulations and/or court or arbitral tribunal to be illegal, invalid or
unenforceable, then the remaining clauses and other parts of the clause shall not be affected,
impaired or invalidated and shall remain in full force and effect and shall continue to be binding
upon the PARTIES. The PARTIES shall, in any such event, agree on new clause(s) that would
replace such clause(s).
12.4. Entire Agreement
This CONTRACT constitutes the entire agreement between the PARTIES with respect to the
subject matter hereof and cancels and supersedes any prior understandings and agreements
between the PARTIES with respect thereto. There are no representations, warranties, terms,
conditions, undertakings or agreements, express, implied or statutory, between the PARTIES other
than as expressly set forth in this CONTRACT.
12.5. Assignment
Neither PARTY may assign or transfer any of its rights or obligations under this CONTRACT
without the prior written consent of the other PARTY.
12.6. Services Ancillary
In the event ‘ X ‘ requesting for services ancillary to ‘ Y ‘, ‘ Y ‘ shall provide engineering and
supervisor personnel to assisting ‘ X ‘ for the implementation of the Engineering and Fabrication
Activities for the manufacturing of components of KIDECO’s COMPONENTS OF CONVEYOR
SYSTEM, provided that ‘ X ‘ shall bear any cost which incurred for the placement of such
supervisor personnel including air tickets, local transportation and accommodation and the
expense of the Supervising Fee which is based on the date from Indonesia departure date, and
‘ X ‘ shall pay the corresponding costs in the amount of USD 500 (five hundred United States of
America Dollars) per person per day.
IN WITNESS HEREOF, the PARTIES have caused this CONTRACT to be executed in duplicate by their duly
authorized officers or representatives as of day and year first above written.)

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For and on behalf of ‘ X ‘
PT. _____________________
_________________________________________
Name : ................................
Title : VICE PRESIDENT
For and on behalf of ‘ Y ‘
_____________________ LTD.
_________________________________________
Name : ..................................
Title : PRESIDENT