PRE-BID AGREEMENT BETWEEN

This Agreement is made and entered on _______ by and between:

(HEREINAFTER CALLED PARTY-A)

AND

(HEREINAFTER CALLED PARTY-B)

AND

Hereinafter collectively referred to as "PARTIES"/”JOINT VENTURE” and

individually ”PARTY" to enter into an Agreement for the purpose of the tender
and, in case of award of Contract, for the Execution of the

PROJECT :
(hereinafter called PROJECT)

To be carried our for ,

(hereinafter called the EMPLOYER)

Whereas the PARTIES have decided to collaborate on an exclusive basis for the
preparation and submission of a Joint tender for the PROJECT.

The PARTIES agree as follows :

1. Participation of the PARTIES in all rights and obligations of this Agreement

shall be :

PARTY-A = % (FIFTY PERCENT)

PARTY-B = % (FIFTY PERCENT)

2. In the event of award of Contract, the PARTIES agree that they will enter into
a detailed Agreement for the joint execution of the said works based upon the
principles of this PRE-BID Agreement.

The detailed Agreement will the following essential clauses :

All financial guarantees such as bid bond, performance guarantee and

advance payment guarantee and any other guarantees or security deposits to
be provided to the Employer or third parties for the PROJECT will be provided
by each PARTY in proportion to their respective shares as mentioned in (1)
above.

During the execution of the PROJECT, if it is so required for the PARTIES to

fund any requirements for the smooth functioning of the PROJECT, such
funding will be provided by each PARTY in proportion to their respective
shares as mentioned in (1) above.

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All profits or otherwise arising out of the PROJECT will be determined based
on

PROFIT SHARING

Profit sharing, if any, will be decided at the end of the PROJECT (including
warranty periods) after a resolution by the Executive Members and after
allowing for the following :

(a) The paying or making of all necessary provisions for taxation;

(b) The making of all necessary provisions for the repayment of any
borrowings by the Joint Venture;
(c) The making of such reserves and provisions as the Shareholders shall
agree as being reasonable and prudent, having regard to the Joint
Venture’s working capital and capital expenditure requirements (actual,
foreseen and budgeted); and

The constitution of all such reserves as may be required by applicable law

3. In case of award of the Contract, ________agrees to be the leader-in-charge

in front of the Employer. Both PARTIES hereby agree to be jointly and
severally bound towards the EMPLOYER for the true fulfillment of all
obligations of the PROJECT.

4. Each PARTY shall be responsible for its own pre-bid expenses and any other
expenses leading up to the award of the PROJECT, either in favour of the
JOINT VENTURE or otherwise.

5. The PARTIES will execute the PROJECT, if awarded, jointly. This covers the
entire scope of work mentioned in the tender RFP documents or any
modifications thereof. The involvement in all aspects of the PROJECT by the
PARTIES for these activities will be in proportion to their respective shares
mentioned in (1) above.

6. Neither PARTY shall assign or in any manner encumber or transfer its

interest – or any part thereof – in this Agreement, whether by operation of law
or otherwise, without obtaining the prior written consent of the other PARTIES
hereto.

7. The cooperation between the PARTIES hereto shall be exclusive, i.e, neither
of them shall without the other PARTIES' consent – alone or together with a
third PARTY – take part in any agreement or proposal with regard to the
PROJECT.

8. All decisions of the PARTIES with regard to the content of the bid and in the
course of contract negotiations with the EMPLOYER will be taken
unanimously by the PARTIES. After contract award, appropriate procedures
for a decision making process will be followed as outlined under item 10 and
11 below and as further detailed in the detailed Agreement as per item 2
above.

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9. The Executive Committee (EC), comprising of one/two (or equal number)

members from each PARTY, will be the supreme authority to decide on all
matters concerning the execution of the PROJECT, if awarded to the
PARTIES. The person appearing for the meetings of the EC shall be deemed
authorized to vote in order to arrive at a decision on all points of the agenda.
No remuneration shall be paid to members of the EC.

10. All Decision of the EC shall be unanimous.

11. In the event of breach of this PRE-BID Agreement by :

(a) bankruptcy, dissolution or liquidation of one of the PARTIES hereto, or

(b) breach of a material term or condition of this PRE-BID Agrement,

the other PARTY shall be entitled to exclude the PARTY in breach of this
PRE-BID Agreement from further participation of it's rights and
responsibilities. The excluded PARTY shall bear its share in any possible
loss to the JOINT VENTURE and shall not be entitled to possible profit.
The excluded PARTY shall continue to be bound by items 8 and 18 of this
PRE-BID Agreement.

12. This PRE-BID Agreement shall be valid from the date of signing and shall
terminate on the earliest occurrence of one of the following :

a) a Contract for the PROJECT has been awarded by the

EMPLOYER to the PARTIES and the PARTIES hereto have
subsequently entered into and signed a comprehensive formal
Agreement referred to under item 2 above, or
b) in case the Contract for the PROJECT is awarded to other or
the PROJECT is cancelled and all rights and obligations
between the PARTIES hereto according to this PRE-BID
Agreement have been fulfilled

13. All disputes arising out of or in connection with this PRE-BID Agreement and
any subsequent comprehensive formal Agreement or in connection with the
respective validity shall, as far as they cannot be amicably settled between
the PARTIES, be finally settled under the Rules of Arbitration of __________.
___________shall be the appropriate venue for any proceedings. English
shall be the governing law for any arbitration proceedings.

14. This PRE-BID Agreement and any subsequent comprehensive formal

Agreement shall be governed by the material laws of the _________.

15. This PRE-BID Agreement and any subsequent comprehensive formal

Agreement shall be governed by the English language.

16. Any modification of or amendment to the terms and conditions of this PRE-
BID Agreement shall only be valid if executed between the PARTIES in

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writing and duly signed by authorized representatives of both PARTIES. This

applies also to any modifications of this written form requirement.

17. If any term or condition of this PRE-BID Agreement contravenes any law,
such terms or condition shall be deemed not to be a part of this PRE-BID
Agreement and the remainder of this PRE-BID Agreement shall be valid and
binding as though such provision was not included therein.

To the extent a provision of this PRE-BID Agreement would be enforceable

under applicable law with modification to conform to the requirements of such
law, the PARTIES agree to negotiate in good faith for a written amendment of
this PRE-BID Agreement promptly upon discovery of the nonconformity and
to perform and accept performance of this PRE-BID Agreement as modified
to conform applicable law.

18. Each PARTY shall keep any information obtained by it from the other PARTY
strictly private and confidential for the purpose of :

(i) joint preparation of a tender for the PROJECT and/or,

(ii) in case of award of a Contract for the PROJECT to the PARTIES and/or,
(iii) for the purpose of execution of the PROJECT,

unless disclosure is prior authorized in writing by the other PARTY

IN WITNESS WHEREOF the PARTIES hereto have caused this PRE-BID

Agreement to be executed by their duly authorized representatives.

Signed on : _______ Signed On : ________________

For PARTY-A For PARTY-B

____________ _______________
Signed Signed

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