Consulting Agreement

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CONSULTING SERVICES AGREEMENT

This Agreement is made effective Sth day of March 2022 by and between PT. Mono Flip Global
(hereinafter referred to as the "Consultant") and Korea Land and Housing Corporation (LH), Pyunghwa
Engineering Consultants (PEC), Cheil Engineering Co., Ltd (CHEIL), Junglim Architecture Co., Ltd
(JUNGLIM) and Nexia Samduk Accounting Corporation (NSAC) (hereinafter referred to as the
"Clients")
Consultant further understands that the Clients will be submitting/sharing the report or deliverables
from the consultant to Korea overseas Infrastructure & Urban Development Corporation (KIND),
and Pekerjaan Umum dan Perumahan rakyat (PUPR)

THE PARTIES AGREE AS FOLLOWS:

1. The Consultant shall perform the services described in Appendix 2, hereto attached, to the
satisfaction of the Clients and in compliance with all the terms, conditions and provisions
of the Contract between consultant and Clients. The Consultant shall perform all work in a
good and workmanlike manner and in accordance with sound professional or other
governing practices, subject to the satisfaction and acceptance of the Clients and with
respect to the Client's regulations for proper behavior of the staff and in observance of the
ordinary daily work schedule of the labor laws of Indonesia.

2. The Consultant acknowledges that the Clients are relying on the Consultant's
representation of his/her experience and expertise and that any substantial
misrepresentation may result in damage to the the Clients and that the Clients reserves the
right to dismiss the Consultant if such case occurs.

3. T'he Clients shall pay the Consultant as set forth in Appendix 1, hereto attached, for the
proper and satisfactory perfornance of the Consultant's services. The Consultant shall
submit time records to the Clients.

4. The Consultant shall not have authority to act and shall not make any commitment on
behalf of the Clients, except to the extent that such authority shall be expressly conferred in
writing by the Clients. The Consultant shall indemnify and hold the Clients harmless
against any claims or demands (including costs, expense, and reasonable attomey's fees on
account thereof) arising solely and directly from the negligence or legal wrong-doing of the
Consultant, including claims of patent or copyright infringement.

5. The Clients and the Consultant aoknowledge and agree that the Consultant is an
independent contractor, shall not hold him/herself out as an employee of the Clients
Companies, and shall not be treated as an employee of the Companies for any purpose,
including but not limited to state and local taxation purposes. The Consultant will be
responsibie for providing his/her services without the direction or control of the Companies,
in accordance with this Agreement.

The Clients will not withhold any income taxes or any other taxes from the payments to the
Consultant. The Clients will not file employment tax returns for the Consultant. The
Consultant is responsible for making any tax payments that are required directly to the
appropriate taxing authority.
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local customs governing
6. The Consultant shall conform with all the laws, regulations and
the Consultant's conduct in Indonesia'

7. Except as expressly agreed in writing by the Clients, the Consultant


will not disclose to
Agreement including,
anyone Client's inforriation acquiredtuiing the performance of this
trade secrets, proprietary or
but not limited to, Contractor, blients or third-party business
confidential information, whether or not such information is labeled as such'
The
relating to the
Consultant fuither ug..". that all information acquired by the Consultant
Clients Contract constitutes secret and confidential information, and shall be
kept
agreed in
confidential and shall not be dir,,ulged or disclosed to others, except as expressly
writing by the Clients.

g. It is understood by the Consultant that confidential information includes, but is not limited
to, comput". progiu-s Seungryul Lee and procedures that the Consultant has established or
used in the courle of his,4rer assignment. This obligation shall survi": -th" term of this
Agreement. All documents that the Consultant prepares or confidential information or
p.igru*, (including, but not limited to, computer programs and computer-related
information systems designs or models) that might be given to him/her ]n the course of
hislher Clients duties shall be considered the exclusive property of the Clients and shall
remain in the Clients'possession on its premises. Under no circumstances shall any such
information or documents be utilized or commercialized without the Clients' written
consent.

Non-Competition Covenant: The Consultant shall not solicit or accept directly or


indirectly employment or business opportunities with the Clients or with any of the
Company's other Ciients which are directly related !o lhe [ork under^their Agreement
unless Consultant seeks and obtains prior approval of the President of the Company.

This restrictive covenant will be binding upon the Consultant during the course of this
Agreement. This restrictive covenant is of the essence of the Agreement between the
parties and may only be waived by the written consent of the president of the Company.

Further, the Consultant agrees to promptly disclose to the Clients any and all potential
proposals, contracts, or other business opportunities directly or indirectly related to the
Work which are made known to Consultant by the Clients during the Term of this
Agreement

Work Product Ownership: The Consultant agrees the Clients will own all notes, records,
files, background data and any other documents purchased or created or contributed to the
Work under this agreement ("Work Product Ownership"), whether in hard copy or
magnetic media and whether delivered to or produced or created by the Consultant. When
the Work is complete or the Agreement expires, or the Consultant is terminated for any
reason, the Consultant will promptly deliver to the Clients all Work Product.

The Consultant acknowledges that any copyrightable materials prepared under this
Agreement shail be deemed "Works for Hire" for the Clients under the copyright laws of
the United States. It is the intent of this Agreement to vest full and exclusive ownership
rights in any "Work Product" in the Ciients including but not limited to the exclusive right
to copy and prepare derivative works. The Consultant agrees to execute any documents
reasonably requested by the Clients to fully vest such rights in the Clients.
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9. The Clients may terminate this Agreement without prior notice in the following cases:

a) if the Consultant does not perform all of the duties required of himlher to the full
and complete satisfaction of the Clients;

b) if the Consultant is in breach of any of the terms and conditions of this Agreement;

c) if the Clients does not approve or withdraws its approval of the Consultant for work
on the assignment, or requests the Consultant's removal from the assignment; or

d) ifthe Consultant's position under the Clients Contract is curtailed, terminated or


suspended for any reason, even if due to the action or fault of the clients.

In the event of termination of this Agreement, as aforesaid, the Consultant shall be entitled to be
paid for all work properly performed up to the time the notice of termination is given by the
Clients.

10. This Agreement (together with its appendices) represents and constitutes the entire
agreement betu'een the parties and shallnot be explained. modified or contradicted by any
prior or contemporaneous negotiations. representation or agreements, either written oi orui.
This Agreement may be amended only by a wrinen instrument signed by both parties.

Upon the signing of this Agreement, each negotiating party hereby legally states or guarantees
that he/she is duly authorized to place his/her signature.

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In witness whereof, the parties hereunto have caused this Agreement to be signed as follows:

Clients:

Korea Land and Housing Corporation(LH)

(signature) (tAme printed or typed)

(title)

(crtv) (aountry)

(date)

Pyunghwa Engineering C""s"ltmtuLlnEC)

(si,gaature) "'.:.,,,.. ' : ' , (name ptitted or typed)

(title)

(ctty) (country)

(date)

Cheil Engineering,eo.,Ltd(CHEIL)

(sigrrrfur$ (name printed or typed)

(title)

(city) (country)

(date)

re
*-ffid"
Junglim Architecture Co., Ltd(JUNGLIM)

(signature) (name printed or typed)

(title)

(city) (country)

(date)

Nexia Samduk Accounting Corporation(NsAc)

(signature) (name printed or typed)

(title)

{city) (eo,untry)

(date)

Consultant:

PT. Mono,F-iiB Global

Seungrlrul Lee
,,{siglature)' . (name printed or ffied)
Presidentl,DjfEstbr
(title), ,

Jakarta Indonesia
(citv) (country)

02103/2022
(date)
Appendix I
Proiect and Payment Details

Project Name: Local Data collection in Establishment of Basic Plan and


Feasibility Study for Sustainable Smart Public Official Housing
in Indonesia New Capital City (NCC)

Clients LH consortium (LH, Pyungwha, Cheil, Junglim, Samduk)

Consultant: PT. Mono Flip Global

Address: Gedung Kemang l0 Lt 3 & 2, Jl. Kemang Raya No.10A


Bangka, Mampang Prapatan, Jakarta Selatan 12730

Work Location(s): Indonesia :

Estimated Start Date: 0810312022

Estimated Termination Date: 3110512022

Payment: Rp.230r000,000flneluding taxes and other expenses)

l. lst Payment : 30% of the contract arnount


2. 2nd Payment : 30%o of the contract amount as draft report is
approved (should be submitted no later than the date
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3. Remaing Payment : 40% of the contract amount as final report
(should be submitted no later than the date 1110412022)

The consultant shall invoice the Clients for the fees as per the
payment schedule mentioned above

The Clients shall pay the consulting fee as per the payment schedule
mentioned above within (14) calendar days from the date of the
invoice. The fee shall be paid by each company as per their agreed
share as follows

Clari{ication shares
Pyungwha 31.83'h
Cheil 21.61%
Junelim 22.06%
Samduk 24.50v,

Maximum Level of Effort: Totai number of days consultant can bill, as approved by
Clients

Approved Utilization of See Appendix 2 attached


Days:

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Appendix 2

Work Descrintion

The Consultant will undertake work for Local data collection in Establishment of Basic Plan and
Feasibility Study for Sustainable Smart Public Official Housing in Indonesia New Capital City
(NCC) and shall report to LH Consortium

Background:
Korea LH consortium (PEC, CHEIL, JLTNGLIM, and NSAC) is conducting a project titled
Establishment of Basic Plan and Feasibility Study for Sustainable Smart Public Official Housing in
Indonesia New Capital City (NCC). To establish a basic plan and conduct a feasibility study of the
project, the Korean consortium is willing to cooperate with the local consulting firm that has
extensive experiences of market research in the construction and real estate sector

Objective of the Assignment:

1. Perform a feasibility study for public official housing pilot complex


2. Check development conditions in the project area

3. Estimate appropriate sale land price ard building finance retrieval plan

4. Estimate the approximate development cost

Consultant Tasks:
a) Site Analysis
/ Location Characteristics and its surroundings
FVisibility, Geography, topography, soil properties, climate etc.
/ Economic performances
groMh' GDRP srowth per capita

' "";:f#mic
FPopulation level, Income level of relocation public official, Number of
relocation public official
/ Infrastructure development
) Development indicators : location, capacity, etc.
)Water supply, sewage, electricity, power plant, road, etc.
Flnfrastructure supply timing, current and plans, supply entities in Indonesia
FProject district characteristic data which are needed for hydraulic calculation.
Average daily water use unit per person (liter/penghuni/hari), average daily
sewage unit per person (liter/penghuni,/hari), rainfall intensity, etc.
Pl-ocation for distribution reservoir and sewage disposal plant, design
drawing of water supply and sewage, electricity, power plant, river flood
level
/ Related law
FGreen Environment and Architecture, Building and Housing
)Land, real estate, JV related, Approval system and related
authorities/entities
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/ Status of the complex operation center

DeliverabJes

Report on Local Data Collection in Establishment of Basic Plan and Feasibility Study for
Sustainable Smart Public Official Housing in IndonesiaNew Capital City O{CC)

Level of Pffort

Total number of days consultant can bill, as approved by Clionts

Schedulg ,.,,-,.-,,,'r,,,,'

For work periods from 08/0312Q22to 3llA5D022 "'r' "':"' '

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