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CONSULTING AGREEMENT

This AGREEMENT is entered into to be effective on the ___ day of __________, 2005 By and between Sagem Dfense Scurit (Sagem DS) Le Ponant de Paris, 27 rue Leblanc 75512 PARIS CEDEX 15 France Represented by Mr_______________________,___________________ Referred to as the Company And (2) LIMITED, a Company organized and existing under the laws of its principal place of business at: , operated and represented by , Represented by Mr_______________________, Referred to as the Consultant , with

CONTENTS DEFINITIONS.3 1. RECITAL.4 2. OBJECTIVE & ASSISTANCE...4 3. OBLIGATIONS OF THE CONSULTANT4 4. OBLIGATION OF THE COMPANY 5 5. RELATIONSHIP OF THE PARTIES 6 6. COMPENSATION..6 7. TERM.. 7 8. CONFIDENTIALITY..8 9. TERMINATION. 9 10. DISPUTE-Applicable Law, Arbitration, and Lieu of Jurisdiction 9 11. MISCELLANEOUS10 12. WAIVER 10 13. NOTICES11

ANNEX 1 : Product Agreement12 ANNEX 1 : Payment Schedule..13 ANNEX 1 : Programs14

I - DEFINITIONS In this Agreement, where the context so admits that words in the singular shall include plural and vice versa, and the following expressions shall have the following meanings: a- Commencement Date shall mean _______________, 2005; b- Protected Matters shall mean any of the private affairs, trade and commercial secrets, or other confidential information, relating to the business of the Company; c- Customer shall mean the Government of the Great Socialist People Libyan Arab Jamahiriya. d- Program shall mean supply of Products to the Customer. e- Products shall mean any product sold directly or indirectly, and including by way of supply or subcontracts or through the representative or broker for others, and by way or through any and all members of any group or partnership. For purposes of the foregoing, Products shall include, without limitation, hardware, transfer of technology, maintenance, construction, logistical support, and any other item directly or indirectly related to he product being sold. f- Services shall mean all and any supply of personnel, namely advising, training, managing and maintenance personnel, as well as the realization of infrastructure. For purposes of the foregoing, Services shall include, without limitation the services and obligations mentioned in clause 3 of the Consulting Agreement; g- Gross Sales shall mean the total contract price of any Sales Contract(s) as signed by the Company and Customer; h- Product Agreement shall mean written agreements between Company and Consultant, which supplement or modify this Agreement with respect to the sale of Product and Services to Customer; i- Contract shall mean contracts providing for the sales of Products and Services to the Customer, and shall include any supplement, modifications or extension thereof which increases Gross Sales; jTerritory, shall mean the Great Socialist People Libyan Arab Jamahiriya.

k- Termination Date shall mean the date the General Agreement terminates for whatever reason.

It is hereby mutually agreed as follows:


1. RECITAL: A. The Consultant is a general and strategic consultancy firm with specialist knowledge of the Territory, and has the expertise to advise on the decision making process and the strategic timing of transactions to be undertaken by the Company in the Territory, and to interpret social and political concerns, and the implications thereof, in the context of any transaction to be undertaken by the Company in the Territory. The Consultant has access to skilled personnel who may be useful to the Company, and has agreed to provide their services to the Company in pursuance of its objectives

B.

2. OBJECTIVE & ASSISTANCE The Company hereby appoints the Consultant to provide the Services of a consultant for the sale of Products and Services, as defined here above, to the Company, and the Consultant hereby accepts such appointment. 3. OBLIGATIONS OF THE CONSULTANT 3.1 As a consultant to the Company, the Consultant has agreed: a) Advise the Company with preparation, negotiation, presentation of the Company to expand its business in the country of the Customer, b) To maintain and develop contacts which will help the Company defining its commercial policy and marketing actions, c) Promote the interests of the Company in the Territory, and provide consultancy services and strategic advice, to the Company in pursuance of its objectives, d) Recommend strategic alliances for the development of commercial opportunities in the Territory, e) Negotiate the terms of the Contract(s), f) Undertake to carry out such duties as it shall be reasonably be able to fulfil, with regard to its other commitments from time to time, g) To advise the Company concerning the commercial aspects of its proposal and the competition situation, and to advise the Company as to the most suitable way to successfully approach the Customer and to strengthen the Companys relationship with him,

h) To provide the Company with information about the actions conducted by the Consultant and the results thereof and about the actions conducted by the Companys competitors, i) To assist in all aspects contributing to the good performance of the Contract(s), e.g. but not limited to liaison with financial authorities, trade and industry, participating in official and private businesses in the Territory, j) To advise and inform the Company about the existing regulations applicable to the marketing and sale of the products related to the Program in the Territory, k) To advise and assist whenever required on all administrative procedures in relation with clearance access for the Company teams and export/import authorisations for shipments of the equipment or documents, l) To assist the Company for the settlement of any issue which may occur with the Customer in connection with the Contract(s). 3.2 During the term of this Agreement and for five (5) years thereafter, the Consultant shall keep confidential all information of any nature (commercial, technical or financial) received from the Company and shall not disclose it to any third party, except to the Customer and only for the benefit of the Company. 3.3 During the term of this Agreement and for twelve (12) months following its termination or expiration, the Consultant shall not hold a position of consultant, representative or Liaison Officer or shall not represent or act directly or indirectly for the account of any company manufacturing or selling equipment and/or systems which are in competition with the Companys equipment and/or systems for the Contract(s). 3.4 This Agreement shall not be construed as granting exclusivity to the Consultant for the Company business in the Territory. However, the Company shall notice in writing to the Consultant before signing any new Consulting Agreement regarding the Program. 3.5 The Consultant shall at all times act in accordance with the applicable laws and regulations in force in the Territory.

4. OBLIGATIONS OF THE COMPANY The Company undertakes: . To pay the compensation in accordance with the terms of Article 6, . In order to support the Consultant, to make available the information and documentation necessary for these activities. . fully inform the Consultant, at all time, of all matters reasonably required to enable Consultant to carry out its duties as set forth above.

5. RELATIONSHIP OF THE PARTIES The Consultant shall at all times be and act as an independent consultant and shall have no authority to act in the name of the Company or to assume contractual obligations of any kind biding upon the Company. All discussions between the Consultant and the Customer or third parties shall take place on the express understanding that all business is subject to the Companys acceptance at its sole discretion. 6. COMPENSATION The Company shall pay to the Consultant compensation for its services equal to ten (10%) percent of the gross value of any payment received pursuant to the formalisation of the Contract, or any other contract, agreement or commercial transaction, entered by The Company, as a result of the Service provided, whether entered into the term of this Agreement or after the termination hereof. 6.1 Consultants compensation shall be paid net of taxes, tariffs and duties imposed by either Companys country off domicile, or the country in which Company has its principal place of business. 6.2 Consultant shall have earned its total compensation upon the execution of any Contract(s), and upon the execution of any agreement modifying, supplementing or extending any Contract(s) which increases Gross Sales. Payment of such compensation shall be due to the Consultant immediately upon the execution of a Contract, except as hereinafter provided. 6.3 Consultants compensation shall be paid to the Consultant by the Company simultaneously and proportionally to the actual payments of the Customer within thirty (30) days following the date of the corresponding payments, unless otherwise provided in the Product Agreement. 6.4 The compensation is directly linked with the Contract(s) and is indicated in Annex 2. 6.5 The receipts of payments for the purposes of making pro-rata payments to the Consultant shall mean the actual receipt, or credit of payments, regardless of whether the receipts are in the form of advances down payments, progress payments, cancellation penalties, termination settlements or any other form. 6.6 Should the payment schedule of one contract be modified during its execution, following an agreement between the Company and the Customer, against the Consultants written advice, compensation shall be paid according to the former schedule. 6.7 All compensation payments shall be made without delay, set-off or deduction for any dispute regarding this agreement or any other agreement between the Company and the Consultant.

6.8 In the event of any cancellation or termination of any Contract(s), by either the Customer or the Company: Consultant shall retain all compensation paid by the Company Consultant shall be entitled to receive its pro-rata payments which are payable through the date of such cancellation or termination Consultant shall be entitled to receive its pro-rata payments of any amounts received by the Company, pursuant to the Contract(s) and any cancellation, termination or settlement payments.

6.9 In case the Company would have to offer the most favourable commercial conditions to the Customer, the compensation rates hereunder would be revised accordingly by mutual agreement between the Company and the Consultant. 6.10 The Consultant shall acquire the right to compensation hereunder only after the Company has received payment of its related invoices and no compensation shall become due if said invoices have not been paid by the Customer for any reason whatsoever. 6.11 In the event of total and/or partial termination of the Contract(s) for any reason whatsoever, calculation of the compensation due pursuant to this Agreement shall be made exclusively on the amounts actually cashed by the Company under said terminated Contract(s). 6.12 The currency of the payments to the Consultant shall be the currency of the payments received by the Company from the Customer. 6.13 The consultant hereby warrants that any amount payable under this Agreement is meant exclusively to cover its own fees and expenses and shall not be used for any purpose prohibited by the applicable laws and regulations, i.e. the compensation shall not be used to pay, directly or indirectly through a third party, any person who is holding a legislative, administrative or judicial mandate or practises a public function in the Territory, or is a civil servant or agent of a public international organisation. 6.14 The Consultant warrants further that the bank account on which compensation might be paid hereunder is opened in its own name in accordance with the applicable laws and regulations. 7. TERM 7.1 The term of this Agreement shall be for an initial period of three years. After the initial period, the Agreement shall continue for the whole duration of the Contract(s) on the same terms, provided that the Contract(s) is (are) signed in whole or in part before the end of three years (initial period) from Commencement Date. iThe Consultant may assign or sub-contract all or any of the services to any other person, firm, company or organisation, with the prior written consent of the Company. 7

ii-

The Company shall pay the Consultant compensation at the rate provided for in this Agreement or applicable Product Agreements or any add-ons, extensions, or supplements to any Contract(s) signed during the term of this Agreement, even through supplementary contracts, may be executed subsequent to the expiration of this Agreement. Payment made pursuant to this clause shall be made in accordance with the payment procedures.

7.2 Notwithstanding the expiration or termination of this Agreement, the obligations stated in Article 2.1 i), k) and l), 3.2, 3.3, shall survive for the duration specified in each Article or as long as the last payment due under the Contract(s) is (are) cashed by the Company or the last bank guarantee issued under the Contract(s) (if any) is (are) released. 7.3 This Agreement may be extended by mutual agreement of both parties. 7.4 Upon expiration, termination for whatever reason, or if the Agreement is not extended, the Company will not incur any liability whatsoever and no compensation or indemnity of any kind will become due to the Consultant thereafter, except the compensation owed to the Consultant in accordance with Article 6 above for the Contract(s) signed by the Company before the expiration or termination of this Agreement. 8 CONFIDENTIALITY Due to the nature of the concerned contracts, this Agreement will be deposited with _______________________, the Custodian, in an envelope which can only be opened and handed over with Consultants and Companys mutual agreement, and in their mutual presence, or by one or several representatives holding power of attorney, acting simultaneously. 8.1 The parties acknowledge that during the term of this Agreement they are likely to obtain information confidential to the parties including but not limited to their respective businesses, affairs, strategic partnerships, alliances, customer relationships and know-how (the Confidential Information). 8.2 Subject to paragraph 8.4, the parties agree that they will not directly or indirectly divulge or communicate in any manner whatsoever to any person or persons (unless by written agreement or by order of a Court of competent jurisdiction) any Confidential Information which they may receive obtain or learn during the term of this agreement. 8.3 Neither party will disclose the contents or import of this Agreement (except the legal or other professional representative of a party or as required by law) without the previous consent in writing of the other party. 8.4 This restriction shall continue to apply after the termination of the Agreement without limit in point of time but shall cease to apply to Confidential Information which may come into the public domain other than through the default of either party.

TERMINATION 9.1 The Company may by notice in writing immediately terminate this Agreement in the following circumstances: (i) If the Consultant become bankrupt or insolvent or enter into any arrangement with its creditors or shall take or suffer any similar action in consequence of debts or shall undergo any analogous act or proceeding under foreign law, If the Consultant or any of its officers or managers is the subject of any serious criminal, judicial prosecution by a third party and that claim is affecting the reputation of the Consultant so as to endanger its mission under this Agreement.

(ii)

9.2 No indemnification for goodwill or otherwise shall be due following termination of this Agreement. 9.3 Any termination of the Agreement shall not affect any accrued rights or liabilities of either party nor the continuance in force of any provision hereof which is expressly or by implication intended to continue in force or after such termination. 9.4 Upon the termination of this Agreement, the Consultant shall immediately destroy (in which case he shall immediately confirm such destruction in writing to The Company) or deliver up to The Company all copies of the Materials or confidential information which may be in his possession, custody or control. 10 DISPUTE Applicable Law, Arbitration, and Lieu of Jurisdiction This Agreement shall be governed by, and construed in all respects in accordance with Swiss Law. Any dispute, difference or question arising in connection with the interpretation or execution of this Consulting Agreement, which the parties will not succeed to solve by amicable settlement, in particular as to their existence, validity, interpretation, performance or nonperformance, whether arising before or after the expiration of the Contract(s), shall be referred to and settled by arbitration to take place in Geneva, in accordance with the relevant laws. The party wishing to submit the said dispute to arbitration has to inform the other party by registered letter of these intentions. Parties shall then appoint, within seven days, one arbitrator by mutual agreement. Should that agreement to appoint this sole arbitrator not be reached within seven days, after the introduction of the claim, the dispute shall be submitted to two arbitrators, the first one being appointed by the Consultant, and the second one by the Company. To be appointed, both arbitrators must be submitted to professional secrecy. The two arbitrators shall appoint a third arbitrator by mutual agreement to be made within 3 days at the seat of arbitration. In case of disagreement between the two arbitrators regarding the third arbitrator, each of them shall propose the name of a third arbitrator. A ballot made by the Custodian referred to in #8. shall be submitted to professional secrecy too.

The arbitrators are exempted from any judicial procedure, and must settle the dispute amicably within seven (7) days following their own and complete appointment. In so far as the award is duly executed within due time which shall not be unreasonably withheld, the parties renounce to have recourse to any public jurisdiction. Each party shall pay its own arbitrator on the basis of the amount fixed in the award. The third arbitrator (or the sole arbitrator) shall decide in the award which party shall have to pay his own fees. 11 MISCELLANEOUS 11.4 No change, alteration, modification, addition or deletion to this Agreement shall be valid unless in writing and properly executed by the parties hereto. 11.5 The heading to the clauses in this Agreement are for ease of reference only and shall not form any part of this Agreement for the purposes of construction. 11.6 This Agreement may be entered into any number of counterparts and by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument. 11.7 This Agreement is strictly confidential and shall not be divulged to third party save with the prior mutual written consent of both parties. This obligation is of the essence of this Agreement and shall survive expiration or termination thereof. 11.8 This Agreement constitutes the entire agreement between the parties. It sets forth all intended rights and obligations and supersedes any and all previous agreement and understanding between the parties with respect to the subject matter hereof. 11.9 The English version of this Agreement is the only authentic text.

12 WAIVER A failure by one of the parties to this Agreement to assert its right for or upon any breach of this Agreement shall not be deemed a waiver of such rights, nor shall any such waiver be implied from the acceptance of any payment. No waiver in writing by one of the parties hereto with respect to any rights shall extend to or affect any subsequent breach of like or different kind or impair any right consequent thereof.

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13 NOTICES All formal notices and communications shall be sent by fax or mail, followed by registered mail, and shall be deemed to have been given on the day when deposited and addressed to the Company, at its registered place of business at., and if to the Consultant as follows: ____________________________________________________, provided that either party may from time to time change the address to which notices to it are sent by giving notice of such change to the other party. 13.4 Any notice or other written communication given under or in connection with this Agreement maybe delivered personally or sent by courier or by facsimile. 13.5 The address for service of any party shall be the address stated in this Agreement or, if any other address for service has previously been notified to the server, to the address so notified. 13.6 Any such notice or other written communication shall be deemed to have been served: 13.7 13.8 if personally delivered, at the time of delivery; if couriered, at the expiry of two business days after it was couriered;

13.9 if sent by facsimile message, at the time of transmission (if sent during normal business hours, that is 9.30 to 17.30 local time) in the place from which it was sent or (if not sent during such normal business hours) at the beginning of the next business day in the place from which it was sent.

For:

Sagem Dfense Scurit

Date: Represented by: Signature:

Date: Represented by: Signature:

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Annexe1
PRODUCT AGREEMENT

This AGREEMENT is entered into to be effective on the ______ day of November, 2005 BETWEEN: (1) Sagem Dfense Scurit, a Company organized and existing under the laws of France, with its principal place of business at Le Ponant de Paris, 27 rue Leblanc; 75512 PARIS CEDEX 15, FRANCE (The Company) AND (2) LIMITED, a Company organized and existing under the laws of , with its principal place of business at: operated and represented by (The Consultant) IT HAS BEEN AGREED AS FOLLOWS: WHEREAS the Consultant has signed on November____, 2005, a Consulting Agreement with the Company, relating to the contract __________________________ with the Government of the Great Socialist People Libyan Arab Jamahiriya, in relation to the supply of _______________________ to be signed with the Company, (Annex 2), the Company undertakes, for services rendered to the Company, with a compensation rate of 10% (ten percent), calculated on the total value of the Contract(s). Made this day of November, 2005. Signed: For: Date: Represented by: Signature: Sagem Dfense Scurit Date: Represented by: Signature:

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Annex 2

PAYMENT SCHEDULE

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Annex 3

- Program for identification of Great Socialist People Libyan Arab Jamahiriya citizens (passports and ID cards) - Libyan Border Security Program - Program for modernization of Great Socialist People Libyan Arab Jamahiriya combat planes (Mirage F1 and Sukhoi)

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