Contract for Consulting Services

Between
NEA Engineering Company and Senior Electrical Engineer

THIS CONTRACT (“Contract”) is entered into this 6th Baisakh, 2080 BS by and between NEA
Engineering Company Limited (“the Client”) having its principal place of business at Trade
Tower Building (Second Floor), Thapathali, Kathmandu, and Mr. Binay Paudyal (“the
Consultant”) having permanent residence at Kanakai -04, Jhapa, Nepal.

WHEREAS, the Client wishes to have the Consultant to perform the services hereinafter
referred to, and

WHEREAS, the Consultant is willing to perform these services,

NOW THEREFORE THE PARTIES hereby agree as follows:

1. Services a. The Consultant shall perform the services, produce outputs and
submit deliverables as specified in Annex A, “Terms of Reference,
Scope of Services, Deliverables and Payment Schedule,” which is
made an integral part of this Contract (“the Services”).

b. The title of the Consultant for the purpose of this Contract shall be
“Senior Electrical Engineer”.

2. Term, Working
Place, Working Hour
a. The Consultant shall perform the Services during the period
commencing 2080 Baisakh 6 and continuing through 2080 Ashad
15, or any other period as may be subsequently agreed by the
parties in writing.
b. The Consultant shall be present in the Site/office designated by the
Client and record working hour in e-attendance system or in time
sheet (as approved by Coordinator assigned by the Client).

3. Payment A. Ceiling:
For Services rendered pursuant to Annex A, the Client shall pay
the Consultant an amount not to exceed N.Rs. 97,769.00 (In
Words Nepali Rupees Ninety-seven thousand seven hundred
and sixty-nine only) per month. In general, the working hours for
office works shall be 30 hours per week. The Company shall pay
Consultant not exceeding NRs 97,769/-(including tax) with a
ceiling of 130 hours per month. This amount has been
established based on the understanding that it includes all of the
Consultant's costs and profits as well as any tax obligation that
may be imposed on the Consultant.
NRs 97,769.00 per month (including TAX)
NRs 752.06 per hour
Total 130 hrs per month

Consultant Direct Purchase Assignments, 2008 1

 B. Schedule of Payments:
Payment shall be made either after completion of assigned
specific task or on monthly basis as specified in Annex A.
C. Payment Conditions:
Payment shall be made in Nepali Rupees upon recommendation
of Client’s Coordinator (assigned as per “4. Project Administration”
clause of this Contract) following regular payment process and
procedure of the Client.

4. Project A. Coordinator:
Administration The Client designates Mr. Chirantan Bikram Rana as Client's
Coordinator; the coordinator shall be responsible for the
coordination of activities under this Contract, for acceptance and
approval of the reports and of other deliverables by the Client and
for receiving and recommending memos/letters/invoices for the
payment.

5. Performance The Consultant undertakes to perform the Services with the highest
Standards standards of professional and ethical competence and integrity to the full
satisfaction of the Client.

6. Confidentiality The Consultants shall not, during the term of this Contract and within two
years after its expiration, disclose any proprietary or confidential
information relating to the Services, this Contract or the Client's business
or operations without the prior written consent of the Client.

7. Ownership of Any studies reports or other material, graphic, software or otherwise,

Material prepared by the Consultant for the Client under the Contract shall belong
to and remain the property of the Client. The Consultant may retain a
copy of such documents and software until and unless the Client asks to
deliver such documents or software to the Client, without retaining any
copies.

8. Consultant Not
to be Engaged in
Certain Activities
The Consultant agrees that, during the term of this Contract and after its
termination, the Consultant and any entity affiliated with the Consultant,
shall be disqualified from providing goods, works or services (other than
the Services and any continuation thereof) for any project resulting from
or closely related to the Services.

Consultant Direct Purchase Assignments, 2008 2

9. Termination of a. Termination date – the term ‘Termination Date’ shall mean the
Contract earlier of (a) dismissal or (b) in case of Consultant’s death, the
date of death, or (c) for any other reason the date on which such
termination is to be effective.

b. Termination by the Client – The Client may terminate this

Contract Agreement with or without any cause. For purposes of
this Contract Agreement, “cause” means (a) conviction of any
crime (b) failure to comply with material policies and procedures
of the Client (c) continuing failure of the Consultant to perform
duties as designated by the coordinator.

c. Termination by the Consultant – The Consultant may terminate

this Contract Agreement upon fifteen days’ prior written notice
thereof to the Client for any reason.

d. Effect of pre- mature Termination –

i. If the Contract is terminated by the Client, Client will pay to

the Consultant any payment earned but not yet paid. In case
the cause of termination is conviction of any crime, gross
negligence of the Consultant or continuing failure of the
Consultant to perform duties as assigned by the
Coordinator, the Client will not pay any extra amount other
than the payment earned by the Consultant but not yet paid.
But, if the Contract is terminated by the Client without 15
days’ prior notice in normal situation, the Consultant shall be
compensated with an amount equivalent to 100% of the
amount of remuneration that would be earned by the
Consultant if the Consultant had worked for the period of
shortfall from the days of required pre-information (i.e., 15
days).

ii. If the Contract is terminated by the Consultant and is unable

to provide 15 days’ prior notice of such termination, Client
will deduct an amount equivalent to 100% of the amount of
remuneration that would be due if the Consultant had
worked for the period of shortfall from the days of required
pre-information (i.e., 15 days).

e. Upon termination of this Agreement, any and all rights and

obligations of the Client hereunder shall cease and be completely
void.

10. Proprietary a. Confidentiality - The Consultant will maintain in confidence and will
Rights not disclose on use either during or after the service, any
confidential information belonging to the Client (‘Proprietary
Information’) whether or not in written form except to the extent
required to perform duties on behalf of the Client. ‘Proprietary
Information’ means any information, knowledge or data that is
considered confidential by the Client and which was learned,
developed, conceived or prepared by the Consultant in connection
with the service, unless the same (a) becomes a matter of public
knowledge through no action of fault of the Consultant or (b) is
required to be disclosed by law or court order.
b. Documents and materials - Upon termination of this Contract
agreement or at any other time the Client requests, the Consultant
will promptly deliver to the Client, without retaining any copies, all

Consultant Direct Purchase Assignments, 2008 3

 documents and other materials furnished to the Consultant by the
Client, prepared by the Consultant for the Client or otherwise relating
to the Client’s business, including all the material in the Consultant’s
possession that is Proprietary Information.
c. Ownership of Assets – All inventions, programs, applications, know-
how, designs, concepts, reports and other novelties created by the
Consultant while performing the tasks under this Contract shall be
the property of the Client.

11. Responsibility a. The Consultant shall be responsible to fulfil his/her obligations as

per the requirement of the Contract Agreement, RFP documents and
Procurement Act and Regulations.
b. The Client will indemnify the Consultant and hold the Consultant
harmless from any and all actions, proceedings, demands,
judgment, expenses and liabilities related to the performance of this
Contract Agreement by the Consultant, except if and to the extent
that any such losses are attributable to the gross negligence of the
willful misconduct of the Consultant.
c. The Waiver by any party hereto of a breach of any provision of this
Agreement by any other party will not be construed as a waiver of
any other or subsequent breach by such other party.

12. Assignment The Consultant shall not assign this Contract or sub-contract any portion
of it without the Client's prior written consent.

13. Law Governing The Contract shall be governed by the laws of Nepal and the language
Contract and of the Contract shall be English.
Language

14. Dispute Resolution Any dispute arising out of the Contract, which cannot be amicably settled
between the parties, shall be referred to adjudication.

FOR THE CLIENT FOR THE CONSULTANT

Signed by __________________ Signed by ____________________

Name: Mr. Chirantan Bikram Rana Name: Mr. Binay Paudyal

Title: Team Leader- Electrical / TL Title: Sr. Electrical Engineer
Email: chirantan.rana@neaec.com.np Email: vinaypaudyal@gmail.com

Consultant Direct Purchase Assignments, 2008 4

 Terms of Reference (TOR)

Type of Contract: Part Time Consultancy Services (Consultant)

Position: Senior Electrical Engineer

Scope of Work
The Consultant will be responsible for the works assigned by the team leader which includes
design works, design review works, cost estimate development, bid documents preparation,
reporting and coordination with other design disciplines in the Company. The Consultant shall
be involved in following projects:

a. Research Projects
 - Carry out research activities including but not limited to EV Charging Complex Design,
Software and Hardware Development, project work-plan preparation for Strategic
planning for facilitating development of Environment friendly vehicle mobility in
Kathmandu Valley, Nepal funded by EnergizeNepal Project.

b. Building Electrification System Projects

 - Prepare/Update the electric design, cost estimation, bid documents for Construction of
Pre-engineered building for Electromechanical Workshop.

c. Electrical Distribution System Projects

 - Assist in preparation Electrical designs, cost estimation, bid documents, for 33 kV
lines, 33/11 kV Substations, 11 kV Lines and Low Voltage Systems; and support
Environment and Social team for Environmental and Social Studies of Distribution
System Upgrade and Expansion Project.

d. Hydroelectric Power Projects

 - Support in preparation of electrical designs, carry out system power evacuation study,
prepare cost estimate, bid documents for the following projects:
 Phukot Karnali Hydroelectric Project
 Mugu Karnali Hydroelectric Project
 Jagadulla Hydroelectric Project
 Jagadulla ‘A’ Hydroelectric Project

Deliverables:
 Monthly timesheet with description of daily work.
 If any project specific task is assigned by Managing Director, Electrical Team Leader or
Coordinator of NEC, the Consultant shall also deliver task specific deliverable including
timesheet.

Payment Schedule:

 The Consultant will be paid remuneration on timesheet basis as approved by the

Coordinator as per the rules and regulation of the Company.

Consultant Direct Purchase Assignments, 2008 5

 Contract for Consulting Services
Between
NEA Engineering Company and Senior Electrical Engineer

THIS CONTRACT (“Contract”) is entered into this 6th Baisakh, 2080 BS by and between NEA
Engineering Company Limited (“the Client”) having its principal place of business at Trade
Tower Building (Second Floor), Thapathali, Kathmandu, and Mr. Binay Paudyal (“the
Consultant”) having permanent residence at Kanakai -04, Jhapa, Nepal.

WHEREAS, the Client wishes to have the Consultant to perform the services hereinafter
referred to, and

WHEREAS, the Consultant is willing to perform these services,

NOW THEREFORE THE PARTIES hereby agree as follows:

1. Services a. The Consultant shall perform the services, produce outputs and
submit deliverables as specified in Annex A, “Terms of Reference,
Scope of Services, Deliverables and Payment Schedule,” which is
made an integral part of this Contract (“the Services”).

b. The title of the Consultant for the purpose of this Contract shall be
“Senior Electrical Engineer”.

2. Term, Working
Place, Working Hour
a. The Consultant shall perform the Services during the period
commencing 2080 Baisakh 6 and continuing through 2080 Ashad
15, or any other period as may be subsequently agreed by the
parties in writing.
b. The Consultant shall be present in the Site/office designated by the
Client and record working hour in e-attendance system or in time
sheet (as approved by Coordinator assigned by the Client).

3. Payment A. Ceiling:
For Services rendered pursuant to Annex A, the Client shall pay
the Consultant an amount not to exceed N.Rs. 97,769.00 (In
Words Nepali Rupees Ninety-seven thousand seven hundred
and sixty-nine only) per month. In general, the working hours for
office works shall be 30 hours per week. The Company shall pay
Consultant not exceeding NRs 97,769/-(including tax) with a
ceiling of 130 hours per month. This amount has been
established based on the understanding that it includes all of the
Consultant's costs and profits as well as any tax obligation that
may be imposed on the Consultant.
NRs 97,769.00 per month (including TAX)
NRs 752.06 per hour
Total 130 hrs per month

Consultant Direct Purchase Assignments, 2008 1

 B. Schedule of Payments:
Payment shall be made either after completion of assigned
specific task or on monthly basis as specified in Annex A.
C. Payment Conditions:
Payment shall be made in Nepali Rupees upon recommendation
of Client’s Coordinator (assigned as per “4. Project Administration”
clause of this Contract) following regular payment process and
procedure of the Client.

4. Project A. Coordinator:
Administration The Client designates Mr. Chirantan Bikram Rana as Client's
Coordinator; the coordinator shall be responsible for the
coordination of activities under this Contract, for acceptance and
approval of the reports and of other deliverables by the Client and
for receiving and recommending memos/letters/invoices for the
payment.

5. Performance The Consultant undertakes to perform the Services with the highest
Standards standards of professional and ethical competence and integrity to the full
satisfaction of the Client.

6. Confidentiality The Consultants shall not, during the term of this Contract and within two
years after its expiration, disclose any proprietary or confidential
information relating to the Services, this Contract or the Client's business
or operations without the prior written consent of the Client.

7. Ownership of Any studies reports or other material, graphic, software or otherwise,

Material prepared by the Consultant for the Client under the Contract shall belong
to and remain the property of the Client. The Consultant may retain a
copy of such documents and software until and unless the Client asks to
deliver such documents or software to the Client, without retaining any
copies.

8. Consultant Not
to be Engaged in
Certain Activities
The Consultant agrees that, during the term of this Contract and after its
termination, the Consultant and any entity affiliated with the Consultant,
shall be disqualified from providing goods, works or services (other than
the Services and any continuation thereof) for any project resulting from
or closely related to the Services.

Consultant Direct Purchase Assignments, 2008 2

9. Termination of a. Termination date – the term ‘Termination Date’ shall mean the
Contract earlier of (a) dismissal or (b) in case of Consultant’s death, the
date of death, or (c) for any other reason the date on which such
termination is to be effective.

b. Termination by the Client – The Client may terminate this

Contract Agreement with or without any cause. For purposes of
this Contract Agreement, “cause” means (a) conviction of any
crime (b) failure to comply with material policies and procedures
of the Client (c) continuing failure of the Consultant to perform
duties as designated by the coordinator.

c. Termination by the Consultant – The Consultant may terminate

this Contract Agreement upon fifteen days’ prior written notice
thereof to the Client for any reason.

d. Effect of pre- mature Termination –

i. If the Contract is terminated by the Client, Client will pay to

the Consultant any payment earned but not yet paid. In case
the cause of termination is conviction of any crime, gross
negligence of the Consultant or continuing failure of the
Consultant to perform duties as assigned by the
Coordinator, the Client will not pay any extra amount other
than the payment earned by the Consultant but not yet paid.
But, if the Contract is terminated by the Client without 15
days’ prior notice in normal situation, the Consultant shall be
compensated with an amount equivalent to 100% of the
amount of remuneration that would be earned by the
Consultant if the Consultant had worked for the period of
shortfall from the days of required pre-information (i.e., 15
days).

ii. If the Contract is terminated by the Consultant and is unable

to provide 15 days’ prior notice of such termination, Client
will deduct an amount equivalent to 100% of the amount of
remuneration that would be due if the Consultant had
worked for the period of shortfall from the days of required
pre-information (i.e., 15 days).

e. Upon termination of this Agreement, any and all rights and

obligations of the Client hereunder shall cease and be completely
void.

10. Proprietary a. Confidentiality - The Consultant will maintain in confidence and will
Rights not disclose on use either during or after the service, any
confidential information belonging to the Client (‘Proprietary
Information’) whether or not in written form except to the extent
required to perform duties on behalf of the Client. ‘Proprietary
Information’ means any information, knowledge or data that is
considered confidential by the Client and which was learned,
developed, conceived or prepared by the Consultant in connection
with the service, unless the same (a) becomes a matter of public
knowledge through no action of fault of the Consultant or (b) is
required to be disclosed by law or court order.
b. Documents and materials - Upon termination of this Contract
agreement or at any other time the Client requests, the Consultant
will promptly deliver to the Client, without retaining any copies, all

Consultant Direct Purchase Assignments, 2008 3

 documents and other materials furnished to the Consultant by the
Client, prepared by the Consultant for the Client or otherwise relating
to the Client’s business, including all the material in the Consultant’s
possession that is Proprietary Information.
c. Ownership of Assets – All inventions, programs, applications, know-
how, designs, concepts, reports and other novelties created by the
Consultant while performing the tasks under this Contract shall be
the property of the Client.

11. Responsibility a. The Consultant shall be responsible to fulfil his/her obligations as

per the requirement of the Contract Agreement, RFP documents and
Procurement Act and Regulations.
b. The Client will indemnify the Consultant and hold the Consultant
harmless from any and all actions, proceedings, demands,
judgment, expenses and liabilities related to the performance of this
Contract Agreement by the Consultant, except if and to the extent
that any such losses are attributable to the gross negligence of the
willful misconduct of the Consultant.
c. The Waiver by any party hereto of a breach of any provision of this
Agreement by any other party will not be construed as a waiver of
any other or subsequent breach by such other party.

12. Assignment The Consultant shall not assign this Contract or sub-contract any portion
of it without the Client's prior written consent.

13. Law Governing The Contract shall be governed by the laws of Nepal and the language
Contract and of the Contract shall be English.
Language

14. Dispute Resolution Any dispute arising out of the Contract, which cannot be amicably settled
between the parties, shall be referred to adjudication.

FOR THE CLIENT FOR THE CONSULTANT

Signed by __________________ Signed by ____________________

Name: Mr. Chirantan Bikram Rana Name: Mr. Binay Paudyal

Title: Team Leader- Electrical / TL Title: Sr. Electrical Engineer
Email: chirantan.rana@neaec.com.np Email: vinaypaudyal@gmail.com

Consultant Direct Purchase Assignments, 2008 4

 Terms of Reference (TOR)

Type of Contract: Part Time Consultancy Services (Consultant)

Position: Senior Electrical Engineer

Scope of Work
The Consultant will be responsible for the works assigned by the team leader which includes
design works, design review works, cost estimate development, bid documents preparation,
reporting and coordination with other design disciplines in the Company. The Consultant shall
be involved in following projects:

a. Research Projects
 - Carry out research activities including but not limited to EV Charging Complex Design,
Software and Hardware Development, project work-plan preparation for Strategic
planning for facilitating development of Environment friendly vehicle mobility in
Kathmandu Valley, Nepal funded by EnergizeNepal Project.

b. Building Electrification System Projects

 - Prepare/Update the electric design, cost estimation, bid documents for Construction of
Pre-engineered building for Electromechanical Workshop.

c. Electrical Distribution System Projects

 - Assist in preparation Electrical designs, cost estimation, bid documents, for 33 kV
lines, 33/11 kV Substations, 11 kV Lines and Low Voltage Systems; and support
Environment and Social team for Environmental and Social Studies of Distribution
System Upgrade and Expansion Project.

d. Hydroelectric Power Projects

 - Support in preparation of electrical designs, carry out system power evacuation study,
prepare cost estimate, bid documents for the following projects:
 Phukot Karnali Hydroelectric Project
 Mugu Karnali Hydroelectric Project
 Jagadulla Hydroelectric Project
 Jagadulla ‘A’ Hydroelectric Project

Deliverables:
 Monthly timesheet with description of daily work.
 If any project specific task is assigned by Managing Director, Electrical Team Leader or
Coordinator of NEC, the Consultant shall also deliver task specific deliverable including
timesheet.

Payment Schedule:

 The Consultant will be paid remuneration on timesheet basis as approved by the

Coordinator as per the rules and regulation of the Company.

Consultant Direct Purchase Assignments, 2008 5