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Last Update: 2014-08-14
Last Update: 2014-08-14
Last Update: 2014-08-13
''Kacarita ada Tuma, nongos di lepitan tilam anake agung. Ditu ia kapepekan amah, maan ngisep rah anake agung, kanti mokoh. Nanging I Titih nongos di selagan dingding anake agung. Dening ia ngiwasin I Tuma mokoh, lantas ia kema ngalih I Tuma. Satekede ditu, I Titih matedoh ngomong, “Inggih jero gede, angob pisan titiang, ngantenang jerone wibuh. Sinah jerone kapepekan ajeng-ajengan. Nanging titiang setata kakirangan amah, kantos titiang berag sapuniki. Yan wantah jerone ledang, titiang sareng iriki. Mangda titiang dados sisian jerone. Titiang pacang ngiring sapituduh jerone.”
Masaut I Tuma, “Ih Titih, lamun suba pituwi saja buka omong caine, bapa nyak ngajak cai dini. Kewala ene ingetang pitutur bapane. Eda pesan cai ngulurin lobhan keneh caine. Anake ane lobha, tusing buungan lakar nepukin sengkala. Lenan teken ento, tusing pesan dadi iri hati, kerana doyan liu ngelah musuh. Apang cai bisa malajahang kadharman.” Keto pamunyinne I Tuma teken I Titih.
Jani suba ia makakasihan. I Titih lega pesan kenehne dadi sisian I Tuma. Sedek dina anu, ida anake agung merem-mereman. Saget I Titih lakar ngutgut. Ngomong I Tuma, ”Ih Tittih,eda malu ngutgut ida anake agung. Kerana ida tonden sirep.” Nanging I Titih bengkung, tusing dadi orahin, lantas ia sahasa ngutgut ida anake agung. Ida anake agung tengkejut lantas matangi.
Ditu ida ngandikang parekanne ngeliin I Titih. Parekanne lantas ngeliin. Mara kebitanga di batan tilame, tepukina I Titih lua muani, lantas matianga. Buin alih-alihina, tepukina I Tuma di lepitan kasure. Ditu lantas matianga. Pamragat mati I Tuma ajaka I Titih. Keto katuturan anake ane lobha, tusing bisa ngeret indria, tan urungan lakar nepukin sengkala''
Diambil dari buku kusumasari.
Last Update: 2014-08-12
Last Update: 2014-08-11
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (“Agreement”) dated is between Emerging
Capital Ltd. of Level 8, Cambridge House, 979 King’s Road, Island East, Hong Kong
(“Consultant”) and PT. Indo 5 Perkasa. (“Company”).
A. Consultant and its Associates and Affiliates are experienced in financing and general
business development and accordingly commit to provide expertise to the Company and,
B. Company desires to enter into an agreement whereby Consultant will assist Company in getting listed on the NSX and Frankfurt Stock Exchange as an initial public offering (“IPO”) and thereafter raising the funds desired for its growth plans.
NOW THEREFORE, in consideration of the foregoing and of the mutual promises set
forth herein, and intending to be legally bound, the parties hereto agree as follows:
1. Consultant’s Services:
Consultant, in the capacity of an independent contractor and not as an employee of Company, agrees to provide the following services to the Company and use its “reasonable best efforts basis” provided that at no time will Consultant provide
services which would require Consultant to be registered and licensed with any regulatory body or self-regulating agency:
The “Consulting Services” shall include:
Initial due diligence;
Liaising with Company management for all due diligence documentation required in
respect of the IPO listing
Through its associates preparation of all other documents required for admission to
trading and commencement of trading on the Frankfurt Stock Exchange;
Through its associates in Australia and Germany appoint and work with Share
Registrar of Company to have shares registered;
Through its associates in Australia and Germany activate electronic share registration
system with Share Registrar and share clearing system in Germany;
Through its associates in Australia and Germany Joint presentation of the application
for the listing of new shares for IPO by Company;
Through its associates in Germany, act as a liaison with the Frankfurt Stock Exchange
Through its associates in Germany, apply for the start of trading on the Frankfurt
Stock Exchange for the Company’s IPO; and
Through its associates in Germany Assist in transfer of shares via
CREST/CLEARSTREAM into the electronic trading system.
2. Company’s Obligations:
Company agrees to perform its duties under this Agreement in a professional manner and to apply prudent and reasonable business practices.
Company,with the aid of Consultant, will prepare marketing materials, and will have at least one representative of the Company attend meetings where Consultant may organize its representative(s). Company shall promptly provide to Consultant or its designees all necessary due diligence information, including financial statements, and be available to coordinate with lawyers and other professionals as needed.
The term of this Agreement (“Term”) shall commence on the date hereof and
continue for a period of twelve (12) months.
4. Company’s Right to Evaluate and Control Process:
Company has the right to determine the outcome of the fund raising process by deciding which funding source
Company wishes to finance with and whether it wishes to continue or modify the potential plan or strategy, subject to mutual agreement with the funding source.
5. Due Diligence items:
Company agrees to provide the Consultant with any documents or information required as part of Consultant’s due diligence or that may be reasonably required to take the Company public or be reviewed by a regulatory body, exchange, bank, broker, institution or an investor.
6. Pending Litigation:
The Company warrants that there is no litigation in progress or
pending either by or against the Company or any of its directors.
7. Engagement Fee:
Consultant shall receive a total fee of Euro 450,000 for the
Consulting Services set forth in this Agreement which shall be paid by the Company to the Consultant as per the following payment schedule. Consultant agrees to refund listing fees of Euro 450,000 if the PR firms are unable to raise a minimum of Euro 450,000 within twelve months after listing
Euro 150,000 due upon signing of this contract
Euro 150,000 due on incorporation of holding company and completion of
Euro 75,000 due on listing at NSX
Euro 75,000 due on submission of listing docs to FSE
It is hereby specifically understood and agreed by the Company that not all of the Consulting Services described above in Section 1 may need to be performed by the Consultant or the Consultants counter-parties or associates. Company understands and agrees that Company shall not be entitled to and agrees not to claim an offset, counter-claim, rebate, reduction,repayment or refund against Consultant for the fees paid to Consultant or others due to termination of this Agreement by either Party or for failure of the Consultant or its counterparties or associates to perform all of the above stated Consulting Services, some of which may be unnecessary or may not be required for the listing.
Furthermore, in case the information provided by Company is inaccurate, incomplete or false and the listing fails Company understands and agrees that Company shall not be entitled to and agrees not to claim an offset, counter-claim, rebate, reduction, repayment or refund against Consultant for the fees paid to Consultant or others for the Consulting Services.
8. Expenses: Company shall bear all its own expenses for Share Registrar services,
accounting and legal services. Consultant shall bear all expenses related to costs incurred for the Entry Standard listing, including first-year’s annual exchange and market specialist’s fees.
Company irrevocably agrees not to circumvent Consultant directly or indirectly, to avoid any compensation to Consultant. If a transaction is consummated within twelve (12) months of the termination of this Agreement with an individual or entity introduced directly or indirectly by Consultant to Company, and/or Company enters into an agreement to acquire or be acquired by an entity or individual introduced directly or indirectly by Consultant to Company during the term of this Agreement, then that transaction shall be deemed to have been arranged by Consultant under this Agreement and Company shall remunerate Consultant as compensation the greater of (a) 10% of the amount funded to the Company through a funding source introduced by Consultant to the Company or (b) that amount as may be specified in this Agreement. This article survives the expiration or termination of this Agreement for any reason.
10. Standard of Care:
Consultant warrants that its services shall be performed by
personnel possessing competency consistent with applicable industry standards. No other representation, warranty or guarantee are included or identified in this Agreement or elsewhere and, no guarantee is made as to the efficacy or value of any services performed.
This section sets forth the only warranties provided by Consultant concerning the services and related work product. This warranty is made expressly in lieu of all other warranties, express or implied, including but without limitation to any implied warranties of fitness for a particular purpose, merchantability or otherwise. This article survives the expiration or termination of this Agreement for any reason.
11. Limitation of Liability:
Company agrees, represents and warrants that Consultant’s
liability, including Company’s claims related to third party claims arising out of services
rendered by Consultant, and for any losses, injury or damage to persons or properties or
capital or belongings or goods or assets or work performed arising out of or in connection with this Agreement and for any other claim, shall be limited to Five Hundred Euro (€500).
Consultant shall not be liable for and Company specifically agrees, represents and warrants that it shall not to make a claim for any special, indirect, consequential, lost profits, punitive damages, or attorneys fees and costs. Company agrees to limit Consultant’s liability to Company and any third party for any damage on account of any error, omission or negligence to a sum not to exceed Five Hundred Euro (€500).
The limitation of liability setforth herein is for any and all matters for which the Consultant may otherwise have liability arising out of or in connection with this Agreement. Company also agrees that it shall not bring any Claim (as that term is defined below in section 12) against Consultant regarding the services, performance, failure of performance, negligence or willful misconduct of any counter-party or service provider introduced by the Consultant to the Company.
The Company shall be responsible for conducting its own due diligence on counter-parties or service providers introduced by the Consultant and holds Consultant harmless for any claims that can be made regarding the services, failure to perform or any other matter relating to such counter-parties and service providers.
The Company represents and warrants to the Consultant as follows:
(a) The Company shall fully indemnify, defend and hold harmless the Consultant
and its affiliates ("Affiliates"; the term Affiliates shall mean any subsidiary or holding
company of the Consultant, or any other entity in which any of the principals or shareholders of the Consultant own 5% or more of another entity), and the respective commissioners, directors, officers, agents, shareholders and employees of the Consultant and their Affiliates (any and all of which or whom is referred to as an
"Indemnified Person") from and against any and all losses, claims, costs, damages, actions, lawsuits, proceedings, demands, liabilities and expenses whatsoever, joint or several, (collectively "Claims") which the Consulant, its Affiliate or any Indemnified Person may suffer or incur in any jurisdiction whatsoever and which relate to or arise from, directly or indirectly, (i) the Consultant’s engagement hereunder, and/or (ii) the services being performed by the Consultant hereunder, and/or (iii) the identification and introduction of the counter-parties hereunder, and/or (iv) the performance or non-performance by the counter-parties,4 (items (i) through (iv) being referred to as the “Conditions”) and furthermore, the Company agrees, represents and warrants that Company shall reimburse the Consultant, its Affiliates and any Indemnified Person from any such loss including the expense of reasonable attorneys’ fees and costs incurred in answering, responding to and/or defending any such Claims brought that involve the above Conditions. The Company will not, however, be responsible for any Claims resulting from the Consultant’s gross negligence or willfulmisconduct.
(b) That no Claims involving the above Conditions will be made by the Company
nor any of its associates, affiliates or any of its commissioners, directors, officers,
shareholders, employees or agents against the Consultant, its Affiliates or any Indemnified Person in respect of the Conditions mentioned above, and neither the Consultant, its Affiliates nor any Indemnified Person shall have any liability (whether direct or indirect, in contract or otherwise) to the Company any of its associates, affiliates or any of its commissioners, directors, officers, shareholders, employees or agents, for or in connection with the services being provided by the Consultant and the counter-parties to the Company,except as a result of the gross negligence or willful misconduct of the Consultant.
The foregoing indemnities shall be in addition to any rights that the Consultant, its Affiliates or any other Indemnified Person may have in accordance with the law or otherwise and shall remain in full force and effect regardless of whether the Consultant’s engagement hereunder is terminated. In the event any Claim is made against Consultant or its Affiliates that is not covered under the terms of this Agreement, then in such case, the Company agrees represents and warrants that the Consultant’s maximum liability shall be limited to FiveHundred Euro (€500).
13. Representation: Company hereby warrants to Consultant that it is duly organized
and in good standing under the Laws of the country, state or jurisdiction in which it was
formed, is current in its filings and disclosures with appropriate regulatory bodies and
has all requisite power and authority to carry on business now conducted and contemplated herein.
Company warrants that each person signing this Agreement on behalf of the Company has legal capacity to execute this Agreement and further warrants that the execution and delivery of the Agreement have been duly authorized and that the Agreement is a valid and binding legal agreement. Company represents that to the best knowledge of the Officers and Directors of the Company, all statements, written or oral, made by Company to Consultant are true and accurate, and contain no material misstatements, or omission fact.
Company acknowledges that the information it delivers to Consultant will be used by
Consultant in preparing materials regarding Company’s business, for dissemination to others. Therefore, Company shall hold the Consultant harmless from any and all errors, omissions, misstatements in connection with all information furnished by Company to Consultant. This article survives the expiration or termination of this Agreement for any reason.
14. Termination: Either party upon the giving of not less than thirty (30) days written
notice may terminate this Agreement, delivered to the parties by registered mail at their
principal business address. The thirty (30) day termination period shall begin when the other party is deemed to have received the notice of termination. In the event that the Consultant determines in good faith that its relationship with Company subjects Consultant or any of its employees or agents to potential violations of any particular law, regulation, or order, then this Agreement, and all obligations of Consultant shall expire immediately upon Consultant’s giving notice to Company of such determination. This Agreement may be terminated at any time, without notice by Consultant (i) for illegal acts or willful neglect on the part of the Company or its management, agents or employees or (ii) in the event any representation,warranty, covenant, or agreement of Company contained in this Agreement shall prove to be inaccurate in whole or in part.
15. Non-Exclusivity and Performance: The services of the Consultant hereunder shall
not be exclusive, and Consultant and its agents may perform services for other entities
5 whether or not they are competitors of Company. Consultant shall be required to expend only such time as is necessary to service Company in a commercially reasonable manner.
Consultant may use any employee or subcontractors to perform the services required of
Consultant by this Agreement.
16. Confidentiality and Non-circumvention:
Company and Consultant acknowledge and agree that confidential information proprietary to either one party and obtained during its business relationship with either
one party, shall not be directly or indirectly, disclosed without the prior express written consent of the other party, unless and until such information is otherwise known to the public generally or is not otherwise secret or confidential.
Consultant may disclose Company’s confidential information pursuant to applicable laws or regulations, provided that Consultant may disclose only information required for services and performances hereunder. Company agrees that the existence of this Agreement and the Agreement itself, or any other section of it shall not be, directly or
indirectly, in total or in parts, disclosed to any third party without the prior written consent of Consultant.
The Company shall restrict access to such information to one or two persons within the Company and advise them of the terms of this Agreement and specifically inform them of the confidentiality and non-circumvention provisions. From time to time Company may have access to confidential and proprietary information of the Consultant in the form of memos, faxes, emails, telephone communication, telephone numbers, email addresses, cell phone text communication, internet communication, and other information in regards to Consultant’s funding sources, “Counter-Parties” used by
Consultant to perform the Consulting Services. The Company agrees to hold this information in strict confidence and the information may not be disclosed without the express written permission of the Consultant. Any communication with the fund source without written permission is considered breach of contract which will be subject to remedy in an applicable court of law.
The Company irrevocably agrees not to circumvent the Consultant directly or indirectly, to avoid payment of any fees or compensation to which Consultant would be entitled under the terms of this Agreement. The Company shall also not communicate with any of Consultant’s contacts, unless approved by Consultant in writing, in Consultant’s sole and absolute discretion.
This section on confidentiality and non-circumvention shall survive the expiration or
termination of this Agreement for any reason and shall last for three (3) years following such termination.
17. Independent Contractor:
Consultant and its agents are independent contractors and not employees or partners of the Company. Consultant shall complete the services required hereunder by its own means and methods of work and shall not be subject to the control or supervision of the Company. Company acknowledges that nothing in this Agreement shall require Consultant to provide services at any specific time, or in any specific place or
manner, unless mutually agreed.
18. Jurisdiction, Governing Law and Arbitration:
This Agreement shall be construed and in accordance with the laws of New York. Both parties hereby consent New York as the proper jurisdiction for any such proceedings if applicable. In connection with any claim arising out of or relating to this Agreement, both parties agree that such controversy or claim shall be submitted to binding arbitration and shall be conducted in accordance with the commercial rules of arbitration of the American Arbitration Association.
Any judgment rendered as a result of the arbitration of any Company claim or dispute shall upon being rendered by the arbitrators be submitted to a Court of competent jurisdiction in New York for enforcement. Company hereby waives any right it may have to assert the doctrine of forum non-convenience or similar doctrine or to object to venue with respect to any proceeding 6 brought in accordance with this paragraph. To the fullest extent permitted by law, Company hereby waives any right to trial by jury in any action, suit, proceeding, or counterclaim of any kind arising of or relating to this Agreement.
This Agreement may be executed in counterpart signatures, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such
signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) the same with the same force and effect as if such
facsimile signature page were an original thereof.
No waiver of any provisions of this Agreement shall be deemed to constitute a waiver of any other provision or constitute a continuing waiver. No waiver, supplement, modification or amendment to this Agreement shall be binding unless executed
in writing by both parties. This Agreement constitutes the entire agreement between the
parties and supersedes any prior agreement and negotiations. Neither party assumes any responsibilities or obligation whatsoever, other than those expressly set forth in this
Agreement or a separate written agreement between both parties. Neither party shall be
liable under the provisions of this Agreement for damages on account of accidents, fires, acts of God, government actions, state of war, or any other causes beyond the control of the party whether or not similar to those enumerated.
It is acknowledged and agreed by Company and Consultant that should any provision
of this Agreement be declared or be determined to be illegal or invalid, the validity of the remaining parts, terms or provisions of this Agreement shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.
The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. As used in this Agreement the term "person" includes without limitation an individual, a corporation a joint venture, a partnership, a trust, an unincorporated organization or a government or any agency or political subdivision thereof, as well as any other form of entity.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.
CONSULTANT: Emerging Capital Ltd.
Nasir A Mogul
COMPANY: PT. Indo 5 Perkasa
Mr. Tito Kadaryanto
AGREEMENT DATED: July 18, 2014
Name: Emerging Capital Ltd.
Account #: 848-268454-838
Bank Name: HSBC Hong Kong
Bank Address: 1 Queen’s Road Central, Hong Kong
Swift Address: HSBCHKHHHKH
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