AGREEMENT BETWEEN A FINANCE COMPANY AND THE CONSULTANT FOR CONDUCTING SURVEY FOR THE CONSIDERATION OF PROPOSAL FOR THE CONSTRUCTION OF AIRPORT
 
This is the agreement between XYZ Limited, a company incorporated under the laws of…………..having its Registered office at…………..(hereinafter referred to as "XYZ and ABC Finance and Industrial Development Company Limited, a company incorporated under the Companies Act,1956 and having its Registered office at..............Mumbai (hereinafter referred to as "ABC,") under which ABC has engaged XYZ to perform services as described herein.
 
1. Services
 
During the term of this agreement, XYZ will provide to ABC the services described in Attachment A. XYZ will be pleased to consider and may perform additional or alternative services but only if and to the extent XYZ acknowledges in writing its intention and undertaking to do so.
 
2. Confidentiality
 
XYZ acknowledges its, responsibility, both during and after the term of its engagement hereunder, to preserve the confidentiality of proprietary or confidential information or data developed by XYZ on behalf of ABC or disclosed by ABC to XYZ. Nevertheless, XYZ's obligation to maintain the confidentiality of any -information developed by XYZ that it maintains in its possession or. control will expire on. the third anniversary of completion of the engagement, subject to agreement by ABC, XYZ's obligation under this section 2 will not apply to information that (i) is or becomes generally available to the public (other than as a result of a disclosure by XYZ, (ii) was available to XYZ on a non-confidential basis prior to its disclosure by ABC, (iii) becomes available to XYZ on a non-confidential basis from a person other than ABC who, to the Knowledge of XYZ, is not bound by a confidentiality agreement with ABC or otherwise prohibited from transferring such information to XYZ (iv) ABC agrees that the information may be disclosed or (v) XYZ is requested pursuant to, or required by, law, regulation, legal process or regulatory authority to disclose.
 
3. Information
 
ABC acknowledges that XYZ's work and analysis will be based, to a large extent, upon information furnished by ABC or that is otherwise publicly available, and that XYZ will rely upon such information without independent verification of the accuracy, completeness or truth of such information. ABC acknowledges that XYZ will have no liability or responsibility for the accuracy or completeness of such information or for any erroneous analysis or conclusions which are based upon such information, except to the extent resulting directly from XYZ's gross negligence, bad faith or willful misconduct.
 
4. Nature of Relationship
 
ABC acknowledges that all reports opinions and advice (Written or oral) given by [XYZ to ABC in connection with XYZ's engagement hereunder are intended solely for the benefit and use of ABC. ABC agrees that no person or entity other than ABC shall be entitled to make use of or rely upon the reports, opinions or advice provided by XYZ. No such report, opinion or advice shall be used for any purpose other than as specified in section 1 or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose not expressly permitted under section 1, without XYZ's prior written consent. ABC shall not make any public references to XYZ or uses XYZ's name in any annual reports or any other reports or releases of ABC, without XYZ's prior written consent.
 
ABC acknowledges that XYZ and its affiliates are in the business of providing advisory and consulting services for hire. The performance by XYZ of services for ABC as contemplated hereby shall not be (and nothing in this agreement shall be construed to) limited or restrict XYZ in performing the same or similar services for, others or otherwise from conducting its business.
 
XYZ will perform its services hereunder as an independent contractor and not as an agent, employee or affiliate of ABC. Any duties of XYZ arising out of its engagement hereunder are owed solely to ABC.
 
5. Compensation
 
Professional fees for this assignment will be $30,000. The cost of expenses covering travel, accommodation, disbursements, copying, data acquisition and related expenses as incurred will be $10,000. Tax will be additional if applicable.
 
ABC will be solely responsible for payment of, and providing documentation for, withholdings or levies of any kind which may be applicable to XYZ 's invoices to ABC. including, without limitation, VAT taxes and excise taxes. XYZ will be entitled to receive full payment, in currency of the United Kingdom and within the United Kingdom, of its invoices, without any offset or withholding of any nature whatsoever. Should this provision be determined to be unenforceable, with the effect that such a deduction or withholding is compulsory, XYZ will be entitled to retroactively adjust its invoices so that it will receive net proceeds of payment, after such deduction or withholding, equal to the amounts stated in its original invoices.
 
6. Compensation for Testimony
 
Should XYZ or its personnel be required by any person for any default of client or requested by ABC to provide documentary evidence or testimony in connection with any proceeding arising from or relating to XYZ's engagement, ABC will pay all reasonable expenses (including reasonable attorney's fees, charges and disburse merits) incurred by XYZ in complying therewith and, in addition, ABC will pay, the then customary hourly rates for XYZ's personnel for. time spent preparing documentary evidence, giving sworn testimony and preparing therefore.
 
7. Billing
 
The initial 60% of the fees are payable before commencement of the work. XYZ will provide ABC with an invoice for, the expenses and remainder of the fees on completion. Payment is due upon receipt of an invoice.
 
In the event XYZ does not receive payment of any invoice within 30 days after delivery of the invoice to ABC, XYZ may require ABC to pay late charges at the rate of 1.5% per month on the overdue balance, ABC will reimburse XYZ for all expenses (including reasonable attorneys fees, charges and disbursements) incurred in enforcing this agreement or collecting overdue invoices.
 
8. Term
 
Either party to this agreement may terminate XYZs engagement to perform services hereunder at any time by delivery to the other party of, written notice to that effect. The provisions of sections 2, 3, 4, 6. 7, 9, 10 and this section 8 shall survive any, such termination. Should ABC terminate the engagement prior to completion of the full scope of services contracted for, ABC shall pay the full amount of any fixed estimated, and/or contingent compensation specified in section 5. Should XYZ terminate the engagement prior to completion of the services contracted for, XYZ shall account for the expenses incurred and refund the amount not spent.
 
9. Miscellaneous
 
This letter (including the attachments referred to herein) is the entire agreement between the parties with respect to its subject matter, supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter and cannot be waived, amended, otherwise modified or terminated except in writing executed by each party to be bound thereby.
 
10. Governing Law
 
This agreement shall be governed by and construed in accordance with the laws of the India applicable to contracts made and to be performed wholly therein and without regard to conflict of principles of law.
 
11. Waivers
 
In no event shall any party to this agreement be liable to any other party for any consequential, punitive or speculative damages (including, without limitation, damages for lost profits); except that if consequential, punitive or speculative damages are awarded to a third party, the party suffering the damages shall be indemnified by the other defaulting party against such damages.
 
To confirm the foregoing agreement, kindly date and sign this letter in the spaces provided below and return one copy to XYZ for our records.

 Yours faithfully 
For XYZ Ltd.,
 
Vice-President	
 
Accepted and Agreed: 
For ABC Finance and Industrial Development Company Ltd 
By: 
Name: 
Title: 	
Date:
 
Attachment A
Requirements of the Study
 
Attachment A
 
Scope of Study
 
 The traffic study shall review, extend, revalidate the traffic studies done earlier for the [ ] airport
 
(i) Review the data and assumptions of the earlier study
(ii) Update passenger traffic statistics.-The demand baseline to be revised by collecting and analysing Indian passenger traffic statistics for domestic and international travel
(iii) Schedules data analysis.-An analysis shall be made of the air service levels at the time of the original forecast, and current service levels. Scheduled and charter service will be examined by route and by airline for all relevant airports
(iv) Airline service Intentions.-Discussions to be held with relevant airlines regarding their developments since the previous forecast and projected in terms of fleet development, route development, network, schedule and alliances. The impact of airport developments at …………..International Airport to be examined
(v) Economic and demographic development-The baseline assumptions for economic, population and other relevant demographic factors shall be assessed against current trends. The impact on the growth scenario has to be assessed
(vi)Cargo development.-All factors relevant to cargo development will be assessed; in particular economy/trade, air service development, development of other airports, International Airport facilities current and projected
(vii) Other Relevant Factors.-Other relevant factors shall be examined, as discussed between ABC and XYZ.
(viii)Forecast categorywise air traffic growth over the next twenty years -Domestic, International, Cargo, Aircraft Movement (by type)
 
(ix) Peak-hour and peak day traffic volumes.-The traffic forecasts should critically assess peak-hour/peak day traffic volume, which would be used for determining airport capacity.
 
(x) All forecasts shall be done for three scenarios.-Pessimistic, Moderate and Optimistic based on the relevant demand drivers. These forecasts would form the primary output of this study, and would be used by the Bidders as part of their Airport Development models
 
(x) Reports.-The data and reports shall be presented to the Client in the form of Printed Reports and electronic copies. All raw data shall also be included as annexures to the Reports.
 
ABC shall provide the Consultants any data that may be available with them. The Consultant shall have the full onus (and costs) of any visits required for meetings, discussions and collection of data. The Consultant shall also use and make available their own previous study reports and data.
 
5.2 It is expected that this programme of work will have the following stages:
 
• Initial discussion between ABC, Financers, Government Authorities
• Meeting with relevant information providers
• Data collection and analysis
• Presentation and discussion of draft report
• Finalising of report
• Clarifications to Bidders
 
5.5 All users of the data shall be made aware that this is a validation of previous forecasts for initial guidance and that they should undertake their own research and forecasts to support their investment decisions.
 
6. Time Schedule and Payment
 
It is stressed that the above study is to be conducted on a fast track to enable Bidder's to use the data in their time schedule. The study shall be completed within 4 weeks time from the date of award.