Liaison Agent Draft Revision
Liaison Agent Draft Revision
Liaison Agent Draft Revision
BETWEEN
AND
1. ………………………………..
2. ………………………………..
3. ………………………………..
This Liaison Agency Agreement (“Agreement”) is made on ...(day), the ....(date) day of ....(month) 2017
between the following:
(1) PT. KIMCO CITRA MANDIRI, a Corporation organized and established under the Laws of Republic of
Indonesia, addressed at Bellagio Boutique Mall 1 st Floor, Unit OL2-10, Mega Kuningan Kav. E4/3,
Jakarta Selatan - 12950, Indonesia Tax Identification Number: 1.884.546.1-003 and Commercial
Registration Number: 3404/P/13-1.824.51.
Hereinafter, referred to as FIRST PARTY.
(2) 1. ………………………………..
2. ………………………………..
3. ………………………………..
The FIRST PARTY and the SECOND PARTY altogether are referred to as PARTIES.
I. FIRST PARTY has the intention to do business with ASESLSAN Elektronik Sanayi ve Ticaret A.S.
(ASELSAN), regarding sale activities of ASELSAN's Remote Controlled Weapon Systems for Naval
Platforms, Radar Systems, IT and Cyber Security Solutions in Republic of Indonesia. Therefore FIRST
PARTY need a "person" to act as its representative and/or liaison in Turkey.
II. FIRST PARTY choose SECOND PARTY as its representative and/or liaison agent in Turkey to act as
and/or on behalf FIRST PARTY and become mediator of FIRST PARTY with ASELSAN. Therefore
SECOND PARTY will act accordingly with authorities and obligations as mentioned in this Agreement.
Article 1
Scope of The Agreement
The PARTIES agree that FIRST PARTY grants authorities toward SECOND PARTY to be its Liaison Agent in
Republic of Turkey exclusively in FIRST PARTY's business regarding sale activities of ASELSAN's Remote
Controlled Weapon Systems for Naval Platforms, Radar Systems, IT and Cyber Security Solutions in
Republic of Indonesia.
Article 2
Rights and Obligations
(1) FIRST PARTY will grant SECOND PARTY authority to act as its Liaison Agent with the scope of
authorities as follow:
(a) Acting as the representative of FIRST PARTY in Republic of Turkey, especially in every activity
regarding with the Scope of Agreement;
(b) Using, distributing and making copies of every documents (both hard files and soft files) to other
parties relevant to the activity regarding with the Scope of Agreement;
(c) Making contact with every person relevant to activity regarding with the Scope of Agreement.
(2) The PARTIES agree that SECOND PARTY has the obligations as follows:
(a) Doing negotiations with ASELSAN regarding the Scope of Agreement;
(b) Establishing and maintaining good relationship in the name of FIRST PARTY with ASELSAN and
any other relevant parties;
(c) Taking actions accordingly with FIRST PARTY's commands;
(d) Reporting every development relating to every activity regarding the Scope of Agreement to
FIRST PARTY;
(e) Securing FIRST PARTY's interest in every activities regarding the Scope of Agreement;
(f) Protecting FIRST PARTY's and any other documents relevant to the Scope of Agreement.
(3) The PARTIES agree that SECOND PARTY get 1/5 from FIRST PARTY's fee that it get from ASELSAN net
after tax. This 1/5 fee for the services provided as FIRST PARTY’s Liaison Agent in Republic of Turkey.
(4) The fee mentioned above in paragraph (3) will be paid in USD to bank account number beneficiary
1 ...............
2 …………..
3 ……………
(5) The PARTIES shall be liable on the basis of any tax liability arising from this Agreement (i.e. corporate
income tax, individual income tax, service withholding tax, etc.).
Article 3
Documents
(1) The PARTIES agree to provide each other, copies of any necessary documents within the Scope of
Agreement described in Article (1) as mentioned above, unless the demanded party object such
request with reasonable ground.
(2) Any documents made available through this Agreement shall be accompanied by written notification
that access to the documents is provided only for the purpose of this Agreement as mentioned
above in Article 1.
(3) The PARTIES agrees to reproduce any necessary warranty disclaimers or limitations of liability which
are included in any documents or other materials made available through this Agreement.
(4) With respect to the documents and other materials that each party provides to other:
(a) The PARTIES disclaim any responsibility for identifying the existence of/for evaluating the
applicability of any claimed copyrights, patents, patent applications, or other intellectual
property rights and will take no position on the validity or scope of any such rights.
(b) The PARTIES will not make any explicit determination that the assurance of reasonable and non-
discriminatory terms for the use of such technology has been fulfilled in practice.
(c) The PARTIES take no position regarding the validity or scope of any intellectual property or other
rights that might be claimed to pertain to the implementation or use of technology described in
a document or the extent which any license under such right might or might not be available;
nor does it represent that it has made any effort to identify any such rights.
Article 4
Term and Termination
(1) The Agreement shall come into force on the Effective Date and shall, subject to termination
hereunder, remain force for a period of three (3) years from the Effective Date. This Agreement may
be terminated by either/both PARTY upon thirty (30) days since a written notice is accepted by the
other PARTY.
(2) If one of the Parties intend to renew this Agreement, the said Party is obliged to notify the other
Party in writing at the latest 3 (three) months prior to expiration of this Agreement.
Article 5
Limitation of Liability
Except with respect to Liability resulting from its criminal or willful misconduct, in no event shall either
PARTY be liable to the other for special, indirect, incidental or consequential damages even if it has been
advised of the possibility thereof. Without limiting the foregoing, the PARTIES acknowledge that any
reliance upon the contents of draft documents shall be at the sole risk of the SECOND PARTY thereof.
SECOND PARTY does hereby waive any and all claims of detrimental reliance based upon later changes
to draft documents by FIRST PARTY thereof.
Article 6
Choice of Law
This Agreement is governed by and interpreted in accordance with the law of the Republic of Indonesia.
Article 7
Disputes
(1) The Parties agree that if a dispute arises from this Agreement, include without limiting to
question on existence, validity, expiration of right or obligation of a party, the Parties must do
their efforts, for the period of 30 (thirty) working days after the notice received by one of the
Parties regarding a dispute, to settle the said dispute on the first place through a deliberation
between the Parties.
(2) Failing such an amicable settlement any and all disputes, conflicts or controversies arising out
of or in connection with this Agreement, or its performance, the Parties agree to choose legal
domicile at the Clerk Office of South Jakarta District Court, Indonesia to settle such dispute.
Article 8
Transitional Provision
(1) Other matters that have not yet provided in this Agreement shall be provided in an
addendum, and/or in a separate side letter that shall become an inseparable part of the
Agreement. Such addendum and/or separate side letter shall be agreed or confirmed by PARTIES
before it becomes an inseparable part of the Agreement.
(2) None of any provision in this Agreement which cannot be amended, waived, neglected except
under a written instrument signed by the PARTIES.
(3) If there is a change with government laws and regulations which have effect on this
Agreement (i.e. making a provision under this Agreement become invalid and ineffective), such
changes won't have any effect on other provisions in this Agreement.
(4) This Agreement as a whole contains the entire understanding between the PARTIES, therefore
it supersedes all prior or contemporaneous communications, agreements and understandings
between the PARTIES with respect to the Scope of Agreement as mentioned in Article (1) above.
(5) This Agreement is signed in two (2) identical copies by the PARTIES, in which each copy is a
genuine agreement when it is signed and submitted. Every attachment and/or addendum
altogether are equal units and instruments.
(6) Any amendment or waiver of the regulation in this Agreement shall only be effective if there is
a written and signed statement by both PARTIES or in the case of waiver it is provided by the
PARTIES who declares such waiver.
This Agreement has been signed by the Parties on the date as firstly mentioned above.
3. ………………………………
Witness
Catur W. Nugroho
Director