SAP Implementation Agreement v1.1 SOLTIUS-PRIMA ALLOY STEEL PDF

PT.
Prima Alloy Steel Universal, Tbk

Contract Number : 058 / Soltius / Prima Alloy / VIII / 2015
SAP ERP IMPLEMENTATION AGREEMENT

BETWEEN
PT. Prima Alloy Steel Universal, Tbk
AND
PT. Soltius Indonesia

No. 058 / Soltius / Prima Alloy / VIII / 2015
THIS AGREEMENT is made on this day of Wednesday, the 12th day of August 2015.
BY AND BETWEEN:
PT. PRIMA ALLOY STEEL UNIVERSAL, Tbk

Jl. Muncul 1, Kecamatan Gedangan
Sidoarjo, Jawa Timur 61254
INDONESIA
In this occasion is represented by Mr. Djoko Sutrisno as the President Director of PT. PRIMA
ALLOY STEEL UNIVERSAL, Tbk, as such acting for and in the name of the above mentioned
company, hereinafter in this Agreement shall be referred to as “PRIMA ALLOY”.
PT. SOLTIUS INDONESIA

APL Tower 42nd Floor Suite 6
Jl. Letjen S. Parman Kav.28,
Tanjung Duren Selatan, Jakarta Barat 11470
INDONESIA
In this occasion is represented by Mr. Ketut Swastika Kamayana, as the President Director of
PT. SOLTIUS INDONESIA, as such acting for and in the name of above mentioned company,
hereinafter in this Agreement shall be referred to as “SOLTIUS”.
CONFIDENTIAL Page 2 of 29
Both parties hereby agree to enter into an Agreement under the following terms and
conditions:
Article 1
DEFINITION
1. Definitions
To make this Agreement more understandable, we need to define certain terms:
"Designated Equipment" means the computer hardware listed in a Schedule Implementation

attached to this Agreement on which the Software is to be installed;
“License Agreement” means SAP End User License Agreement (EULA) by and between
PRIMA ALLOY and SAP AG as attached in the SAP ERP Sofware Purchase
Agreement (No. 059 / Soltius / PRIMA ALLOY / VIII / 2015);
"Location" means the address of the site where the Designated Equipment is
situated as set out in a Schedule Implementation, attached to this
Agreement;
"Software" means such of the SAP ERP Software and appropriate User Manual for
which Prima Alloy place an order (at the time of execution of this
Agreement or thereafter). It does not include source code of such
computer programs. It does include new releases, updates and
revisions to such computer programs but only as part of the
maintenance and support options set out in Articles 11 and SAP Annual
Maintenance Agreement (No. 060 / Soltius / PRIMA ALLOY / VIII /
2014);
"User" means an individual (being the PRIMA ALLOY employee or under

contract to the PRIMA ALLOY) authorized by the PRIMA ALLOY to
access the Software at a Location.
"User Manual" means any manual in printed or electronic form designed and intended
to assist end-users of the Software in the use and operation of the
Software.
ARTICLE 2
THE LICENSE
PRIMA ALLOY has been granted a non-exclusive, non-transferable license to use the Software subject
to and in accordance with the SAP END USER LICENSE AGREEMENT (EULA).
ARTICLE 3
SOFTWARE IMPLEMENTATION
The software implementation referred to in this Agreement shall be:
3.1 Software: SAP ERP S/4 HANA for the following modules
SAP ERP S/4 HANA Implementation
3.1.1 Financial (FI)
3.1.2 Controlling (CO)
3.1.3 Sales Distribution (SD)
3.1.4 Material Management (MM)
3.1.5 Production Planning (PP)
3.1.6 Plant Maintenance (PM)
3.1.7 ABAP
3.1.8 BASIS
The detail level of the modules to be deployed is explained under Appendix 1.
3.2 Database: SAP HANA
ARTICLE 4
IMPLEMENTATION APPROACH and SCOPE OF SERVICES
The implementation of SAP ERP by SOLTIUS will be using ASAP methodology and with reference to
SAP Best Practices to minimize deviations from the SAP Standard solutions. Modification or
Enhancement will be applied on a case basis after going through a thorough review of standard
functionalities and with agreement from PRIMA ALLOY.
4.1 SOLTIUS shall provide to PRIMA ALLOY works and services with the scope as specified in
Appendix 1 of this agreement (“Scope of Work”). The Scope of Work shall include key
conditions as follows:
a. Name of the Legal Entities : One (1) Legal Entity
1) PT. Prima Alloy Steel Universal, Tbk – Indonesia
b. Number of Plants : One (1) Plants
1) Surabaya Office
The above plants have similar functionalities, are as follows:
a. Sales Office
b. Warehouse
c. Manufacturing Plant / Facility
c. Scope by Custom Objects

SOLTIUS estimates several custom objects (RICEF – Reports, Interface, Enhancement,
Forms) from PRIMA ALLOY’s requirement document. The Reports and Forms scope for
this project:
 Standard SAP Forms and Reports will be used where possible.
Pre-requisites of Technical Scope:
 SOLTIUS Technical Consultants will be responsible for SAP developments based on
the development assumption on the RICEF (Reports, Interfaces, Conversions,
Enhancements, and Forms) list defined in document about PRIMA ALLOY’s
requirements. The complexity of interfaces and developments are not identified yet
and also not having complete understanding on Customer’s current legacy systems.
With some initial Understanding SOLTIUS has budgeted a total of 215 development
man-days for this RICEF developments & support.
 The actual man day’s estimation can be only be determined by end of the blue print
phase. In case the actual Development man day’s exceed the budgeted man-days,
PRIMA ALLOY can either reprioritize to limit their RICEF requirements or raise a
Change Request to SOLTIUS for the additional man-days.
d. Scope by Data Conversion
The scope of data conversion will consist of following:
a. Open items
b. Open Transactions (selected)
c. Master Data
d. Financial Ending Balances for P&L and B/S
e. No historical transactions will be converted
ARTICLE 5
PROJECT TIMEFRAME
5.1 SOLTIUS will only commence the project upon the fulfilment of Article 9.1 and Article 10 of
this Agreement by PRIMA ALLOY.
5.2 SOLTIUS shall commence and complete the project implementation upon the dates specified
in Appendix 2 or such other dates as agreed in writing by the Parties pursuant to this Article.
5.3 With regards to Article 5.1 above, the SAP ERP implementation, SAP ERP system will Go-Live
within five (5) Months Implementation Services, with six (6) weeks Post Go-Live Onsite
support.
5.4 PRIMA ALLOY may, by written notice, require SOLTIUS to vary the Scope of Work or timing of
the services, additional support in terms of consulting man-days including due to inability of
PRIMA ALLOY to provide the required level of involvement with conditions as follows:
a. Where any such variation is required, the parties shall negotiate in good faith regarding
the adjustment (if any) to the time for completion and to the remuneration payable to
SOLTIUS to reflect any increase in costs incurred by SOLTIUS as a consequence of the
variation;
b. The adjustment to the remuneration, whether negative or positive, shall include a
reasonable allowance for profit;
c. SOLTIUS shall not commence work on the variation without consent and written
agreement between the Parties to the varied remuneration and the time for completion.
5.5 In the event that PRIMA ALLOY, or any other person for whom PRIMA ALLOY is responsible,
causes the delay of commencement or completion of the installation of the Software or
implementation of the services or delivery of the hardware, PRIMA ALLOY shall :
a. Reschedule the commencement or completion dates (as the case may be) by one (1)
working day for each working day’s delay so caused;
b. Should any dispute occurred regarding this Article, it shall be settled by mutual
understanding through three (3) times meetings.
c. Reimburse SOLTIUS for any reasonable extra costs incurred as a result of the delay,
provided that SOLTIUS has used its best efforts to minimize such costs.
5.6 For any delay on the commencement or completion of the installation of the Software or
implementation of the services or delivery of the hardware directly caused by SOLTIUS that
extends the project duration, no additional fees will be charged to PRIMA ALLOY.
ARTICLE 6
DURATION
Unless terminated in accordance with Article 17 of this Agreement, this Agreement shall come into
force commencing from the date of the signing of the Agreement and ended when SOLTIUS has
delivered the scope of work and PRIMA ALLOY has fulfill the payment for such work done by SOLTIUS.
ARTICLE 7
THEPRICE
7.1 PRIMA ALLOY and SOLTIUS agree that the price of the implementation service is to the
amount of IDR 4.588.500.000 (Four Billion five Hundred Eighty Eight Million Five Hundred
Thousand Rupiah). The investment detail is mentioned in Appendix 3.
7.2 The price stipulated in Article 7.1 above shall exclude (i) Value Added Tax and (ii) board and
lodging as well as transportation to and from the project location (in case it is required to
travel to any locations outside Surabaya area) for SOLTIUS’s consultants, and therefore
PRIMA ALLOY shall bear and be responsible to any of such amount;
7.3 The Total Implementation Price will only be valid if the kick-off for implementation project
takes place no later than mid of August 2015. If the purchase and/or the kick-off is delayed by
whatever reason (other than the SOLTIUS intentional mistake), PRIMA ALLOY acknowledge
and agree that SOLTIUS has the sole rights to request an adjustment and/or modification for
the Total Implementation Price as stipulated in Article 7.1 of this Agreement including the
payment schedule as stipulated in Article 9.1 hereunder. SOLTIUS shall not commence any
work or obligation under this Agreement before the consent and written agreement between
the Parties to the varied and/or modified Total Implementation Price and schedule of
payment.
ARTICLE 8
TAX
8.1 PRIMA ALLOY shall, in accordance with the applicable taxation law of Indonesia, withhold all
applicable taxes at the ruling rate from all payments to the SOLTIUS, remit the amount
withheld to the applicable tax office for the SOLTIUS’s account and forward the appropriate
receipt to the SOLTIUS at the latest fourteen (14) days after the date of the receipt.
8.2 Any Value Added Tax shall be borne by PRIMA ALLOY whereas stamp duty and Withholding
Tax arising from this Agreement shall be borne by SOLTIUS.
ARTICLE 9
PAYMENT
PRIMA ALLOY agrees to pay the Total Implementation Price to SOLTIUS with the following terms:
9.1 The payment schedule will be as follows as also stipulated in Appendix 3 of this Agreement.
9.1.1 At the signing date of this Agreement and before SOLTIUS starts conducting its obligations
under this Agreement, PRIMA ALLOY shall first pay to SOLTIUS as initial payment in the
amount of IDR 917.700.000 (Nine Hundred Seventeen Million Seven Hundred Thousand
Rupiah). This payment comprises 20% of Implementation Price.
9.1.2 Payment for the Second term in the amount of IDR 917.700.000 (Nine Hundred Seventeen
Million Seven Hundred Thousand Rupiah) shall be paid by PRIMA ALLOY after Blue Print Sign-
Off (indicated by BAST Blue Print phase shall be attached). This payment comprises 20% of
Implementation Price.
9.1.3 Payment for the Third term in the amount of IDR 917.700.000 (Nine Hundred Seventeen
Million Seven Hundred Thousand Rupiah) shall be paid by PRIMA ALLOY after Realization
Phase Completion (indicated by BAST Realization Completion shall be attached). This payment
comprises 20% of Implementation Price.
9.1.4 Payment for the Fourth term in the amount of IDR 688.275.000 (Six Hundred Eighty Eight
Million Two Hundred Seventy Five Thousand Rupiah) shall be paid by PRIMA ALLOY after Final
Preparation Completion (indicated by BAST Final Preparation Completion shall be attached).
This payment comprises 15% of Implementation Price.
9.1.5 Payment for the Fifth term in the amount of IDR 688.275.000 (Six Hundred Eighty Eight
Million Two Hundred Seventy Five Thousand Rupiah) shall be paid by PRIMA ALLOY after
Successful Go Live SAP (indicated by BAST Go Live SAP shall be attached). This payment
comprises 15% of Implementation Price.
9.1.6 Payment for the Sixth term in the amount of IDR 458.850.000 (Four Hundred Fifty Eight
Million Eight Hundred Fifty Five Thousand Rupiah) shall be paid by PRIMA ALLOY after Post
Go-Live support completion (indicated by BAST Post Go-Live support completion shall be
attached). This payment comprises 10% of Implementation Price.
9.1.7 Any payment from the PRIMA ALLOY to the SOLTIUS shall be conducted with or by Cheque or
Bank Transfer to the SOLTIUS’s designated account at :
BANK OCBC NISP
CAB NISP TOWER
JL. PROF. DR. SATRIO KAV 25
JAKARTA
A/C: 545.800.01467.6 (IDR)
9.2 Unless otherwise stipulated in this Agreement especially in Article 9.1, PRIMA ALLOY shall
complete the payment to SOLTIUS no later than fourteen (14) days after invoice receipt date.
9.3 If PRIMA ALLOY not conduct and complete the payment with the schedule as stipulated in
Article 9.1, then PRIMA ALLOY shall bear penalty in aggregate of 2/1000 from the total invoice
each day, until the outstanding amount has been fully paid to SOLTIUS;
9.4 The Invoicing Documents will be as follows:
a. The Original Invoice
b. Tax Slip (Faktur Pajak)
c. Copy of Project Acceptance (related, refers to Article 9.1)
9.5 SOLTIUS has its sole right to stop or not continue any of its work and obligation under this
Agreement until PRIMA ALLOY has fulfill the payment obligation for any of the outstanding
amount as stipulated in Article 9.1 and Article 9.4. In connection with such suspension, PRIMA
ALLOY holds SOLTIUS harmless from any claims, suits, demands and compensation in case of
the SOLTIUS does not implement its obligation under this Agreement.
ARTICLE 10
OBLIGATIONS
10.1 PRIMA ALLOY shall provide working facilities to SOLTIUS as follows
a. Sufficient working space
b. Meeting and training room(s)
c. Internet access and Email access
d. Networking
e. IP Public
f. Fax machine
g. Local telephone connection
h. White Board
i. EMP Projector
j. Printer
k. File server for shared documents
10.2 PRIMA ALLOY should grant permit to SOLTIUS’s Consultant to be at the site of equipment
installation of PRIMA ALLOY during working hours (Monday - Friday, 08:00 Am – 17:00 Pm) to
carry out the installation and implementation program as mentioned in Article 2.
10.3 Access to the Production Server through Internet Connection should also be given to the
PRINCIPAL GLOBAL SUPPORT for performing the Going Live Checks and troubleshooting
directly at the Productive System whenever necessary.
10.4 PRIMA ALLOY shall appoint an implementation team which consists of the Steering
Committee, full time Project Manager, part time Business Process Owner, and full time Key
users that will cooperate with SOLTIUS’s implementation team during the course of the
project. The appointed Project Manager shall act for and on behalf of PRIMA ALLOY and
therefore such appointed manager have the full authority to make any decision and sign any
document necessary for the Software implementation as referred in this Agreement including
but not limited to project acceptance documents.
10.5 SOLTIUS shall appoint an implementation team which will be retained during the course of
the project, as stated in the Appendix 2. Should there be a situation where SOLTIUS cannot
retain the employment of the project team member, SOLTIUS should notify PRIMA ALLOY and
deploy the replacement in a way where the overall project timeline and quality will not be
impacted.
10.6 PRIMA ALLOY shall provide sufficient and necessary data in conjunction to the
implementation requirements. The list of data will be provided by SOLTIUS at the kickoff
meeting.
10.7 PRIMA ALLOY shall pay the Total Implementation Price to SOLTIUS according to the term of
payment schedule stipulated in this Agreement.
10.8 SOLTIUS will provide laptops for all Consultants and PRIMA ALLOY shall provide some desktops
or laptops for and PRIMA ALLOY’s internal team during implementation.
10.9 The implementation of the system will be a joint effort between PRIMA ALLOY and SOLTIUS
with details of responsibilities explained in Appendix 1 and Appendix2.
ARTICLE 11
MAINTENANCE AND SUPPORT
The SOLTIUS shall provide maintenance and support to the PRIMA ALLOY with regard to the Software
and this maintenance and support shall subject to and shall be conducted in accordance to the
License Agreement with summary of responsibilities explained in Article 11.
11.1. (a) Maintenance and support is an ongoing on a yearly basis and continues unless
cancelled by either the Parties on thirty (30) days written notice served before each
anniversary of this Agreement or terminated in accordance with the provisions of
Article 17. Charges for maintenance and support under this Article are based on a
percentage applied to the price of the Software according to the percentage
governed by the Principal and are payable yearly in advance. Such percentage and
the charge for our supplying maintenance and support for the first year of this
Agreement are set out in Appendix 3. Maintenance and support for subsequent
years will be calculated on each anniversary of the date of this Agreement and will
be based on the percentage set out in each Appendix 3 and the prevailing list price
of the Software.
(b) All maintenance and support charges (both initial and subsequent) payable by
PRIMA ALLOY to SOLTIUS must be paid in full in advance.
(c) In the event that any maintenance and support charge remains unpaid beyond the
due date for payment, SOLTIUS becomes entitled to withdraw the maintenance and
support service provided in this Article.
(d) SOLTIUS reserve the right to change the amount of maintenance and support
charges on written notice delivered prior to any anniversary of this Agreement.
11.2. (a) PRIMA ALLOY may terminate its right to maintenance and support under this Article
in accordance with the provisions of Article 17 of this Agreement.
(b) Once PRIMA ALLOY has terminated its right to maintenance and support or if the
PRIMA ALLOY did not take out maintenance and support as an option and
subsequently the PRIMA ALLOY wish either to take out or retake out maintenance
and support services under this Article then PRIMA ALLOY may do so; but SOLTIUS
may require the PRIMA ALLOY to use the then latest release of the Software and pay
the maintenance and support charges for the time during which PRIMA ALLOY
elected not to take out maintenance and support.
ARTICLE 12
WARRANTIES AND LIMITATION OF LIABILITY
PRIMA ALLOY shall have the rights to the warranties as stipulated in the LICENSE AGREEMENT and
SOLTIUS shall have its limitation of liabilities as follows:
12.1. In addition to the License Agreement, SOLTIUS give no warranties and make no
representations, whether express or implied, in respect of the Software, any User Manual or
any service SOLTIUS provide under this Agreement and any such warranties and
representations are excluded. Without limiting the generality of the foregoing SOLTIUS does
not give or make any warranty or representation as to the quality, fitness for a particular
purpose or performance of the Software, that the Software is error free or will work in
combination with computer programs other than the computer programs forming the whole
or part of the Software or that any services SOLTIUS provide under this Agreement will result
in the Software functioning as if any such warranty or representation had been given or
made.
12.2. Because the Software is complex and may not be completely free from errors, PRIMA ALLOY
is advised to verify PRIMA ALLOY work and make back-up copies. In no event SOLTIUS will
be liable for any incidental, indirect, special or consequential damages including, but not
limited to, loss of profits, loss of business, loss of goodwill, loss of data or interruptions of
business arising out of or related to this Agreement or the license or use of the Software or
for any claim by any third party.
12.3. If SOLTIUS provides a warranty period for the Software implementation, any Software error
and necessary action to rectify such error subsequent to the expiration of such warranty
period shall be conducted in the framework of maintenance and support as referred in this
Article 11 and therefore there is no other and further obligation of SOLTIUS to conduct any
action other than in the framework of such maintenance and support.
12.4. Except for damage arising from personal injury or death caused by SOLTIUS, SOLTIUS liability
for any loss or damage whatsoever arising from the supply of the Software and/or
performance of services under this Agreement in contract, tort (including, but not limited to,
negligence or breach of duty imposed by statute) or any other cause of action will not exceed
the purchase price for the license of the Software or part thereof causing such loss or damage.
ARTICLE 13
INTELECTUAL PROPERTY RIGHTS
13.1. PRIMA ALLOY acknowledges that the Software contains confidential material and agrees not
to show it or allow it to be shown to any third party in any form whatsoever without SOLTIUS
prior written approval.
13.2. PRIMA ALLOY shall not (a) modify, translate or adapt the Software, (b) reverse engineer,
disassemble or decompile the software (c) bypass delete or misuse any protection method
provided for preventing unauthorized use of the software or (d) use or copy the software
other than as expressly permitted in this Agreement.
13.3. PRIMA ALLOY agrees not to remove or alter any trademark, copyright, confidentiality, or other
proprietary rights notice in the software or the user manual or affix to the media or packaging
on or in which they are supplied.
ARTICLE 14
NON SOLICITATION
PRIMA ALLOY shall not and hereby warrants and undertakes to and with SOLTIUS that PRIMA ALLOY
and anyone controlled by or affiliated or associated with it shall not at any time during the period this
Agreement or after period of two (2) years from the termination of the Agreement, be directly or
indirectly solicit or attempt to induce, offer or otherwise deal with any of SOLTIUS’s employees to
leave his or her employment or enter into employment with any other person, firm or company or in
any other way whatsoever.
ARTICLE 15
REPRESENTATIONS & WARRANTIES
Each of the Parties represents and warrants that:
(a) It is a corporation duly organized validly existing and in good standing under the laws of its
place of incorporation with the corporate authority to conduct its business in the manner in
which such business is being conducted and is to be conducted hereunder;
(b) It has full power and lawful authority to enter into this Agreement and to carry out the
transactions contemplated hereby. The execution, delivery and performance of this Agreement
has been authorized by all necessary corporate action, and does not and will not require any
consent or approval not already obtained (except as aforesaid);
(c) This Agreement has been duly and validly executed by it and constitutes a valid and legally
binding obligation of it enforceable against it in accordance with its terms.
ARTICLE 16
CONFIDENTIALITY
Each of the Parties hereto agrees to keep confidential the terms conditions of this Agreement and any
information or knowledge obtained pursuant to the negotiation or execution of this Agreement, and
to not use such information or knowledge for any purpose other than the negotiation of this
Agreement and the effectuation of the transaction contemplated hereby. The Confidential
Information includes any oral or visual expression or expression in any intangible ways, provided that
the expression provided in such a manner shall be followed with written summary marked
“Confidential” or similar words thereto, as relevant, and conveyed to the Party who receives the
Confidential Information. The foregoing shall not apply to information or knowledge which:
(i) Is generally known to the public and did not become so known through any violation of law;
(ii) Is required to be disclosed by order or of court or government agency including as required by
the capital market and stock exchange regulations or authorities;
(iii) Which is disclosed in the course of any litigation between the Parties hereto; or
(iv) Is disclosed to an affiliate which agrees to be bound by the terms of this Clause.
ARTICLE 17
TERMINATION OF THE AGREEMENT
17.1 PRIMA ALLOY may terminate the whole of this Agreement or just maintenance and support
rights under Article 11 at any time on thirty (30) days prior written notice. However PRIMA
ALLOY will not be entitled to any refund from SOLTIUS including but not limited to the license
fee for the Software or charges for maintenance and support, and services.
17.2 SOLTIUS may terminate the whole of this Agreement:
(a) immediately by giving written notice to PRIMA ALLOY in the event PRIMA ALLOY breach
any of the provision of Article 7, Article 8, Article 13 or Article 20.3;
(b) PRIMA ALLOY failed to remedy a material breach of this agreement within seven (7) days
after SOLTIUS have delivered written notice of termination PRIMA ALLOY specifying the
nature of any such material breach; or
(c) Immediately in the event of PRIMA ALLOY ceasing to conduct business in the normal
course, a receiver, administrator or other similar official is appointed to take control of
PRIMA ALLOY or its assets or PRIMA ALLOY becoming insolvent or bankrupt.
Additionally, SOLTIUS may terminate PRIMA ALLOY’s right to maintenance and support
under Article 11 forthwith on written notices to PRIMA ALLOY in the event PRIMA ALLOY
fail to timely pay the maintenance and support charge specified in Appendix 3.
17.3 Upon termination of this Agreement in accordance with this clause, all further obligations of
the Parties under this Agreement will terminate, except the obligations in Article 14 regarding
Non Solicitation and Article 16 regarding confidentiality will survive. Termination of this
Agreement in accordance with its terms, the Parties explicitly agree to waive the application
of article 1266 of the Indonesian Civil Code to the extent of the requirement for a judgment,
decision, or determination of a court or judge(s) on the termination of an agreement, so that
for the purpose of the termination of this Agreement, no judgment, decision, or
determination of a court or judge(s) shall be necessary or required, and the termination of
this Agreement shall be valid at the time agreed by the Parties without the necessity to first
have or obtain a judgment, decision, or determination of a court or judge(s).
17.4 In the occurrence of Force Majeure and all the conditions as stipulated in Article 18 has be
satisfied then either Party may terminate this Agreement upon giving the other Party written
notice of termination and all accrued rights of the Parties shall be settled.
17.5 Termination of this Agreement shall not prejudice the right of SOLTIUS to obtain payment
from PRIMA ALLOY upon services completed or carried for the implementation of this
Agreement including but not limited to the license fee for the Software or charges for
maintenance and support, and services.
ARTICLE 18
FORCE MAJEURE
18.1 Neither party shall be liable for any failure to perform its obligations under this Agreement to
the extent that such failure is caused by Force Majeure which shall be defined as any event,
happening or pernicious results of which could not be reasonably prevented even though a
person against whom it happened or threatened to happen were to take such appropriate
care as might be expected from him in this situation, including, but not limited to:
a. war, hostilities (whether declared or not), invasion, act of foreign enemies;
b. rebellion, revolution, insurrection, or military or usurped power, or civil war;
c. riot, commotion or disorder; or
d. natural calamities such as earthquakes, heavy wind storms or water floods.
18.2 For the avoidance of doubt, any unfavorable economic situation including but not limited to
any currency fluctuation and or monetary or fiscal crisis and or money market or capital
market crisis shall not be deemed as Force Majeure.
18.3 Any party shall notify other party in writing not later than fourteen (14) calendar days after
said Force Majeure takes place.
18.4 If such failure continues for a period of one (1) month or more, then either party may
terminate this Agreement upon giving the other party written notice of termination. The
termination shall be without prejudice to the accrued rights of the parties.
ARTICLE 19
GOVERNING LAW AND SETTLEMENT OF DISPUTE
19.1 This Agreement shall be governed by and construed in accordance with the laws of Republic
Indonesia
19.2 Any dispute, controversy or claim is arising between the Parties out of or in relation to this
Agreement, or breach hereof, including any question relative to its interpretation,
performance, validity and effectiveness of the rights or obligations of any Party, shall be
settled amicably by the Parties wherever practicable within thirty (30) days.
19.3 If such dispute cannot be resolved amicably by the Parties then, it shall be settled exclusively
and finally in Indonesian National Board of Arbitration in (BANI) Jakarta with settlement of
dispute procedures as regulated in BANI.
ARTICLE 20
MISCELLANEOUS
20.1 Entirety
This Agreement represents the entire agreement between the parties and any prior verbal or
written communications between the parties shall not affect its interpretation. Any
amendment to this Agreement must be in writing signed by the parties.
Any Schedule, Annexure or Appendix of this Agreement shall constitute as an integral part of
and therefore have the same binding and legal effect with this Agreement.
20.2 Notices
All notices, consents, waivers, and other communications under this Agreement must be in
writing and will be deemed to have been duly given when:
a. delivered by hand (with written confirmation of receipt);
b. sent by facsimile (with printed confirmation of receipt), provided that a copy is mailed
by registered mail, return receipt requested, or
c. upon receipt by the addressee, if sent by an internationally recognized overnight
delivery service (receipt requested), in each case to the appropriate addresses and
facsimile numbers set forth below (or to such other addresses and facsimile numbers as
a Party may designate by notice to each other Party):
If to Prima Alloy : PT. PRIMA ALLOY STEEL UNIVERSAL, TBK

Address : Jl. Muncul No.1, Gedangan Sidoarjo,
Surabaya 61254, Indonesia
Attention : Mr. Djoko Sutrisno
President Director
Telephone No. : (+62-31) 8537088
Facsimile : (+62-31) 8531877
: (+62-31) 8534166
If to : PT. SOLTIUS INDONESIA

Address : APL Tower 42nd Floor Suite 6
Jl. Letjen S. Parman Kav.28, Tanjung Duren Selatan,
Jakarta Barat 11470, Indonesia
Attention : Mr. Ketut Swastika Kamayana
President Director
Telephone No. : (+62-21) 29345 900
Facsimile : (+62-21) 29345 909
20.3 Assignment
PRIMA ALLOY may not assign this Agreement, in whole or in part, or transfer the Software
without SOLTIUS prior written consent.
20.4 Severability
If and for so long as any provision of this Agreement will be deemed to be judged invalid for
any reason whatsoever, this will not affect the validity or operation of any other provision of
this Agreement, except to the extent necessary to take account of such invalidity, and any
such invalid provision will be deemed severed from this Agreement without affecting the
validity of the rest of this Agreement.
20.5 Variation and Counterparts

a. A variation of any term of this Agreement must be in writing and signed by the Parties
hereto constituting as an inseparable and integrated to this Agreement.
b. Notification for any change in this agreement or extended agreement (if any) should be
made in writing and submitted to the other party at least one (1) month prior to the
effective date of the notification.
c. This Agreement may be executed in any number of counterparts, each of which when
so executed shall be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument.
This Agreement is made in two (2) original copies, each has the sufficient seal and has the equal
legal power.
PT. SOLTIUS INDONESIA PT. PRIMA ALLOY STEEL UNIVERSAL, Tbk
MR. KETUT SWASTIKA KAMAYANA MR. DJOKO SUTRISNO

President Director President Director
Appendix 1
DETAILS OF IMPLEMENTATION SCOPE AND ASSUMPTIONS
1 Project Scope and Assumptions
1.1 Legal Entities

The implementation covers the following legal entities
PT. PRIMA ALLOY STEEL UNIVERSAL, Tbk. (“PRIMA ALLOY”) – Indonesia
1.2 Implementation Sites and SAP modules

The project implementation will cover the following sites/locations as well as the modules
to be covered.
Scope by SAP Module

 Financial Accounting Module (FI)
 Controlling / Management Accounting Module (CO)
 Sales and Distribution (SD)
 Material Management Module (MM)
 Production Planning (PP)
 Plant Maintenance (PM)
 Technical : ABAP Programming and BASIS
The estimated time is Five (5) months implementation +
Six (6) weeks Post Go-Live Onsite Support.
Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7

SAP ERP Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16
Re-Implementation 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Local Business Blueprint
Go live
Realization
Final Preparation
Go-Live Support
1.3 Proposed Implementation and Project Organization Approach

The implementation of the SOFTWARE will be using ASAP methodology and with reference to
SAP Best Practices to minimize deviations from SAP standard solutions. Modification or
Enhancement will be applied on a case basis after going through a thorough review of
standard functionalities and with agreement from PRIMA ALLOY.
The implementation of THE SOFTWARE will be a joint effort between PRIMA ALLOY and
SOLTIUS encompassing one (1) implementation plants (Surabaya office) where details of
responsibilities of the SOLTIUS is explained in the Appendix 2.
 Proposed Project Organization
 Business representatives from PRIMA ALLOY should be present throughout all phases
of implementation. Minimum one (1) Full Time Key User from business for each
module / functional area, should be involved during project implementation.
The training will be done with train-the-trainer approach where SOLTIUS will train PRIMA
ALLOY’s key users then PRIMA ALLOY’s key users will provide training to the end users. For
the end-users training, key users should prepare the training manual as well as the System
Operating Procedure with supervision from SOLTIUS’ consultant.
The training to the team members (BPO and Key User) will be done as follows:
 Key users Training for each business process (FI, CO, SD, MM, PP, and PM) on Realization
stage.
 End user Training (SOLTIUS Consultant will guide Key user to be a trainer for End User
Training) on Final Preparation stage.
1.4 Project Implementation Assumptions

Herewith are statements of assumption of this Software implementation for the two (2)
stages, in addition to what have been stated in the main body of this Agreement.
1. The Software implementation is using the best practices adopted by the Software
2. PRIMA ALLOY will provide a suitable office infrastructure for the SAP Project Team for
the duration of the project.
3. Access to e-mail, OSS and etc., are available. Additionally, remote access to SAP system
will be made available to our consultants if required.
4. Class Room(s) with all supporting equipment’s (computers, projector) must be ready two
(2) days prior to the training schedule & User Acceptance Test begin.
5. Client workstations will be configured to meet the minimum performance and
application requirements of the user.
6. PRIMA ALLOY is expected to provide sufficient number of representatives from the

organization impacted by this project, and it’s expected that they’re actively involved in
the project.
7. The transition from the legacy to the Software will be using a cut-off approach whereby
no parallel-run against the legacy system will be run after the Software being live.
8. The ending balance of the latest month before the Software live will be used as the
opening balance in the Software, therefore only a small back-log transaction of the
current month will need to be managed.
9. The implementation methodology will drive the Software implementation to be divided
into a serial stages, it means that the next stages will only be continued after the previous
stage is completely done indicated by the acceptance certificate signed by PARTIES.
Therefore, timely acceptance review and sign-off is a must to ensure a timely schedule.
10. After the Business Blue Print has been signed off by PARTIES, any changes against it will
be handled through a Change Request procedure where it should be proposed in written
by either PARTIES, escalated to the Steering Committee respectively, and will be
accommodated only if necessary and will not impact the agreed project timeline and
effort.
11. The master data should be ready according to the data migration plan.
12. The financial figures to be used as the Opening Balance should be ready minimum three
(3) working days prior to the go-live date therefore it will be enough time for necessary
adjustment, review and data upload. It is necessary to ensure a quality of data in the new
system.
13. The project manager from PRIMA ALLOY must be assigned full-time in the project and
must be have a suitable knowledge about the Business Processes as well as an enough
power or mandate to make decisions.
14. SOLTIUS will use the ‘train the trainer’ method and then PRIMA ALLOY team members
are to provide end-user procedures and training under SOLTIUS supervision.
15. PRIMA ALLOY will have its own technical team, which will take-up responsibility of
maintaining and monitoring SAP Production servers, under the guidance of SOLTIUS
technical team.
16. SOLTIUS will work closely with PRIMA ALLOY Technical Team to install all the required
software (i.e. SAP, operating system, database, network) in the development
environment in suitable time.
17. PRIMA ALLOY will ensure timely availability of all hardware as determined by the project
team.
18. Standard SAP ERP functionalities will be implemented. In case of differences (for
example) between the standard SAP functions and PRIMA ALLOY current business
practice, PRIMA ALLOY will adopt SAP Industry Best Practice whenever possible.
19. The project would be focused on objectives and outcomes not on old processes.
20. The aim must always be to keep solutions simple. Standard means not changing the SAP
code. SOLTIUS does not recommend making any change to the SAP source code – this is
considered a ‘modification’ and will inhibit future upgrades as well as maintainability. All
modifications from standard SAP will be subjected to system change control.
21. Project delays caused by client. Should Client elect to extend the scope or timeframe for
their own convenience or due to inability to provide the required level of involvement,
an extension to this proposal will have to be discussed in a mutually agreeable manner.
22. Data migration will be using Cut Off approach whereby no parallel run against existing
system will be run after going live.
23. All data conversion will be carried out where possible in automate manner using LSMW
functionality.
24. PRIMA ALLOY responsible to prepare migration data in excel format ready to upload in
SAP.
25. Manual data entry -when needed- for migration will be executed by PRIMA ALLOY team.
26. Prima Alloy must assign 1 (one) Prima Alloy Staff for Master Data.
27. Prima Alloy agreed that module SD & PM will be use SAP Best Practices Solution and will
begin directly with Blueprint Clarification.
2 Details of the SOFTWARE modules within the Scope of Implementation
SOLTIUS Value Chain Approach

Proposed Solution Scope
Appendix 2
PROJECT SCHEDULE, ROLES and RESPONSIBILITIES
1. Project Schedule
 SAP ERP Re-Implementation Project will be delivered with ASAP Methodology, with
breakdown milestone are as follows:
1) Business Blueprint
o This phase will be delivered for 6(six) weeks.
2) Realization
o This phase will be delivered for 9(nine) weeks.
3) Final Preparation
o This phase will be delivered for 6(six) weeks.
4) Go Live & Support
o As Soltius committed to Prima Alloy that we will give warranty of 3(three) months,
include 6(six) weeks On-Site Support.
2. Project Roles and Responsibilities

SOLTIUS is proposing to Customer for its Key Users participation at 100%, because we feel that
only then Customer will be able to support and maintain itself after the system Go Live.
Knowledge transfer is crucial to the success of the project.
By allocating at least One (1) Customer Key Users for each module of the SAP system, the following
long-term benefits can be achieved:
 Proper and adequate transfer of knowledge to Customer during and after the project. By
having Customer Team Members working with the consultant throughout the project,
Customer can ensure that maximum knowledge transfer takes place and that they are aware
of all project issues and their proper resolution for future reference.
 Customer will provide a second level of backup to the End Users and vice versa. This will
provide added assurance that knowledge is retained within Customer should the firm
experience staff turnover at critical stages of the project as well as after the project.
A. Steering Committee
B. Quality Assurance
C. Project Manager
D. Soltius Consultant
E. Business Process Owner (BPO)
F. Key User (KU)
3. Project Approach and Methodology
Project Management Approach

a. Approach. Soltius sees the importance of a good SAP implementation methodology to speed
up the implementation and especially to keep the project on track. This leads us to the best
and proven ASAP methodology or which is a comprehensive implementation solution to
streamline SAP projects.
b. Introduction to Methodology. Our standard methodology that will support this project will
be the ASAP implementation methodology that itself supported by the SAP Solution Manager
as an implementation tool.
Project Methodology
a. Phase 1: Project Preparation
Phase 2: Business Blueprint
Phase 3: Realization
Phase 4: Final Preparation
Phase 5: Go-Live & Support
4. Project Deliverables
Appendix 3
SUMMARY INVESTMENT
1. SAP Implementation Investment
SAP ERP Re-Implementation (FI/CO/SD/MM/PP/PM)

Estimated
Number of Special Price
No. Description Services
Consultant (IDR)
Period
1 QA 1
2 Project Manager 1
3 FI/CO Lead 1
5 Months
4 FI Consultant 1 Implementation
+
5 SD Consultant 1 1,5 Months
Go-Live Support IDR
6 MM Consultant 1
4,588,500,000
7 PP Consultant 1
8 PM Consultant 1
9 ABAP Lead 1 (Including

budgeted ABAP
10 ABAP Consultant 1
Man-days : 215
11 BASIS 1 man-days
2. Payment Schedule
SAP ERP Re-Implementation

No. Payment Schedule % Payment Total Amount (IDR)
1 Upon Signing contract 20% 917,700,000
2 After Business Blueprint Phase 20% 917,700,000
3 After Realization Phase 20% 917,700,000
After Final Preparation Phase
4 (after end-user training and 15% 688,275,000
master data upload)
After SAP Go-Live
5 (after beginning balance upload 15% 688,275,000
and validated)
After End of SAP Post Go-Live
6 10% 458,850,000
Support Phase
3. Agreed Terms and Condition
 Price Inclusion :
 Withholding Tax (PPh 23)
 Price Exclusion :
 VAT 10%
 Price currency: in Indonesia Rupiah (IDR) currency.
 Payments should be transferred within fourteen (14) days after Invoice receipt date.
 The Payments should be transferred to SOLTIUS Bank Account as follows :
BANK OCBC NISP
CAB NISP TOWER
JL. PROF. DR. SATRIO KAV 25
JAKARTA
A/C: 545.800.01467.6 (IDR)
 Project Infrastructure: project room, projector, IDES Server, other stationaries,

lunch, meal & snack.
 Our proposed investment for OPE above already included OPE/Expenses includes:
o Consultant Fly backs: SOLTIUS’s consultants will be eligible to fly back to
Jakarta from the project site every bi-weekly. SOLTIUS will provide all travel
costs associated with these fly backs (Return Air Tickets, Airport tax)
 For others OPE listed below are responsibility of PRIMA ALLOY during project outside
of Jakarta:
o Accommodation/Housing at Project location: PRIMA ALLOY will provide
accommodations for SOLTIUS’s consultants on-site at the project location for
the duration of the project, equivalent to 3-star hotel, single occupancy (one
consultant per room) and including laundry services.
o Local Transportation at Project Location: PRIMA ALLOY will provide daily local
transportation for SOLTIUS’s consultants from hotel in customer's site to the
project location. It includes 1(one) stand-by car which will be used by
consultants along project site.
o Meals: PRIMA ALLOY will provide SOLTIUS’s consultant with 3 meals per day
(breakfast, lunch, and dinner) when they are in customer’s site.

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PT.

Prima Alloy Steel Universal, Tbk

SAP ERP IMPLEMENTATION AGREEMENT

PT. Soltius Indonesia

PT. PRIMA ALLOY STEEL UNIVERSAL, Tbk

PT. SOLTIUS INDONESIA

To make this Agreement more understandable, we need to define certain terms:

"Designated Equipment" means the computer hardware listed in a Schedule Implementation

"User" means an individual (being the PRIMA ALLOY employee or under

3.2 Database: SAP HANA

c. Scope by Custom Objects

If to Prima Alloy : PT. PRIMA ALLOY STEEL UNIVERSAL, TBK

If to : PT. SOLTIUS INDONESIA

20.5 Variation and Counterparts

PT. SOLTIUS INDONESIA PT. PRIMA ALLOY STEEL UNIVERSAL, Tbk

MR. KETUT SWASTIKA KAMAYANA MR. DJOKO SUTRISNO

1 Project Scope and Assumptions

1.1 Legal Entities

1.2 Implementation Sites and SAP modules

Scope by SAP Module

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7

1.3 Proposed Implementation and Project Organization Approach

 Proposed Project Organization

1.4 Project Implementation Assumptions

6. PRIMA ALLOY is expected to provide sufficient number of representatives from the

2 Details of the SOFTWARE modules within the Scope of Implementation

SOLTIUS Value Chain Approach

2. Project Roles and Responsibilities

E. Business Process Owner (BPO)

F. Key User (KU)

3. Project Approach and Methodology

Project Management Approach

Phase 2: Business Blueprint

Phase 4: Final Preparation

Phase 5: Go-Live & Support

1. SAP Implementation Investment

SAP ERP Re-Implementation (FI/CO/SD/MM/PP/PM)

9 ABAP Lead 1 (Including

SAP ERP Re-Implementation

3. Agreed Terms and Condition

 Project Infrastructure: project room, projector, IDES Server, other stationaries,

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