Contoh Perjanjian Konsorsium Untuk Mengikuti Tender

CONSORTIUM AGREEMENT

  

This Consortium Agreement (hereinafter is referred to as the "CA") is entered into on the [___] of [____] in [____], Indonesia by and between:

PT [____], a limited liability company duly organized and existing under the laws of the Republic of Indonesia, having its principal office at [____] Indonesia (hereinafter is referred to as "PT A");

and

PT [____], a limited liability company duly organized and existing under the laws of the Republic of Indonesia, having its principal office at [____], Indonesia (hereinafter is referred to as “PT B").

PT A and PT B are hereinafter individually referred to as the "Party" and collectively referred to as the "Parties".

RECITAL

WHEREAS, PT A is a reputable ________ company in Indonesia;

                             

WHEREAS, PT B is _________ in Indonesia; 

WHEREAS, ________, in (hereinafter is referred to as the “Project”);

WHEREAS, the Parties agree to team up as the consortium for this Project (hereinafter is referred to as “Consortium”), subject to the provisions of this CA as prescribed hereunder;

NOW THEREFORE, and after extensive discussions, the Parties hereto in good faith understand that principles should be adopted to reflect their intention to cooperate and shall form the basis for establishing and developing a working relationship between the Parties, agree AS FOLLOWS:

ARTICLE 1

SCOPE AND GENERAL COLLABORATION STRUCTURE

1.1.              Exclusivity

This CA is entered into as an exclusive agreement aimed at increasing the business of the Parties in relation solely to the Project, by introducing some joint initiatives and structures, allowing the Parties to complement each other’s core business activities and further each other’s goals. Each Party obligates itself to discuss, transact and negotiate solely and in good faith with the other Party in respect of the Project.

1.2.              Financing

The Parties agree and acknowledge that the success of the Project depends upon the ability of the Parties to raise the necessary debt and equity to finance the Project on satisfactory terms and, accordingly, hereby agree to use all reasonable endeavors to comply with their respective obligations under this CA and act at all times in good faith towards each other.

ARTICLE 2

LEADERSHIP OF THE CONSORTIUM AND OWNERSHIP

1.             The Parties agree that the leadership of the Project shall be assumed by PT B, who shall have the full authority to act for and on behalf of the Parties for all matters related thereto. In relation with the foregoing, PT B shall have the authority to determine and make any decision related with the Project.

2.      All decisions of the Consortium shall be by unanimous agreement of all the members of the Consortium.

3.           Percentage of Ownership

The Parties agree that contribution ownership percentage of the Project as follows:

a.                   PT A shall contribute 49% of Project; and

b.                  PT B shall contribute 51% of the Project.

ARTICLE 3

 BID PROPOSAL

3.1.         Bid Proposal Preparation

(a)     For the purpose of submission of the bid proposal, the Parties agree to work jointly and exclusively with each other.

(b)      The Parties agree that PT B is responsible to prepare the bid proposal and PT A should be responsible for reviewing and conducting administrative submission.

(c)          The anticipated activities of the Consortium shall include, but not be limited to:

(i)      Review of the Request for Proposal (“RFP”) that will be issued by [_____] and the conduct of negotiations with [_____] as owner of this Project in relation to the terms and conditions in the RFP for the best benefit of the Parties.

(ii)         Prepare development options of the total Project.

(iii)       Examine the prevailing and future legal framework and its impact on the development of the Project, including the proposed consortium structure between the Parties.

(iv)   Conduct technical, financial and legal due diligence to confirm whether or not investment in the project company is a judicious and advantageous endeavor. The due diligence shall include determination of the following:

1.       [____];

2.       [____];

3.       The permits and/or authorizations necessary to proceed with the development of the Project can be reasonably obtained.

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