Memorandum of Understanding Between PT.X And PT.

Y
Article 1 General 1.1 This Memorandum of Understanding (MOU) is made between: a. X, a company registered in Singapore under number XXXX and whose registered office is at XXXX (X), with correspondence address at one of its representative offices at XXX; and Y, a company registered in Indonesia under number XXXX (Y) and whose registered office is at XXXX, Indonesia with same correspondence address.

b.

1.2 1.3

This MOU is the basis for the formal cooperation between X and Y in establishing the (Insert Project Name) in Jakarta, Indonesia (Project). The cooperation will consist of four phases (which will commence in parallel): 1.3.1 In phase 1, Y will provide a team of resources to undergo training and / or conduct service by / for X client (Insert Client Name) (Client) in the Netherlands; this phase 1 is defined and agreed in a separate Contract for Professional Services (current phase). 1.3.2 In phase 2, X and Y will co-operate in establishing and operating the Project, while, pending the legal establishment of the Project the staff will be on the Y payroll and overhead. 1.3.3 In phase 3, X and Y will jointly on 50% of the Project, and govern (or manage as required) the Project from a strategic and operational perspective on behalf of Client.

1.4 1.5 1.6

For the purposes of this MOU, Parties is defined to be X and Y collectively. Party means either X or Y. This MOU will be valid for a period starting retroactively on 1 July 2008 and ending on 1 July 2011, unless otherwise agreed in writing prior to the end date This MOU cancels and supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter hereof, with the exception of the Non Disclosure and Non Circumvention Agreement between the Parties, date 13 February 2008, and which shall remain in force.

1.7 1.8

This MOU is not assignable by either Party without the prior written consent of the other Party which consent shall not be unreasonably withheld or delayed Under this MOU, each Party agrees to conduct any negotiations with the other Party in good faith, and each party will apply best endeavours to meet the commitments and responsibilities to the other Party and as defined in this MOU. All disputes arising out of or in connection with this MOU shall be finally settled under the rules of arbitration of the International Chamber of Commerce (ICC) by one or more Arbitrators appointed in accordance with the said rules. Article 2 Description of the bussines activities in Phase 2

1.9

2.1

The Parties will establish and manage a separate organisation within the Y organisational, physical and legal environment, and which is focused on providing services to Client and its clients, as and where directed by Client. This organisation will have its dedicated staff, processes and systems and will for all intents and purposes operate as a standalone organisation. A key focus for this Phase will be establishing the shareholder agreements between Y and X, as well as with Client. As soon as the legal structure of the permanent Project has been defined and agreed, the Parties will, jointly with Client, establish a separate legal entity and transition the employment relationship of the staff to the new entity Form a strategic perspective, the co-operation will focus on: a. Setting and managing the quality expectations of Client, and Subsequently defining and driving the quality standards of the Project. b. Pro-active demand and supply planning to ensure the availability of the right skills when they are required and which maximises utilisation. c. Securing the timely financing from Client for the operational activities as well as the investment needs, thereby where possible avoiding negative cash-flow for the co-operation. d. Optimising the long-term financial performance of the co-operation from the Parties perspective, within the constraints of the agreement with Client. e. Defining and agreeing the legal structure of the Project, as well as facilitating the implementation of that structure. f. Ongoing management and development of the relationship with Client 2.6 From an operational perspective, the co-operation will focus on: a. Providing a world-class delivery experience, exceeding or at least meeting the quality expectations of Client. b. Attracting, recruiting, and retaining high quality staff, with the skills-sets and experience levels as directed by the demand / supply plan.

2.2 2.3 2.4

2.5

c. Supporting or managing activities related to visa applications from an Indonesian perspective. d. Managing the staff from an HR perspective on a day-to-day basis, e.g. presence when expected, behaviour and attitude, training need and general hygiene factors. e. Providing the physical infrastructure in Jakarta to enable the staff to complete their work. f. Providing a robust, available and reliable technical infrastructure to support the delivery activiyies. g. Providing a high-capacity and high-availabilty communications infrastructure to support the webcam, voice and data communications required with the Netherlands and others overseas locations via the Internet. h. Providing the organisational and legal infrastructure to employ and compensate the people. (e.g. recruitment, contracts, payroll, benefits, etc.) i. Addressing or escalating operational and quality issues as and when they arise and manage where possible immediate resolution. 2.7 A key activity is the governance of the setup and delivery activities, which is Focused on continuously ensuring the alignment of the strategic activities and the operational activities, with the ultimate objective of meeting of exceeding the Client quality and delivery expectations. During this Phase, Client will compensate the co-operation with a management fee and an additional charge to cover Y overhead costs, as well as any unforeseen or work-related expenses.

2.8

Article 3 Description of the business activities in Phase 3 3.1 3.2 3.3 3.4 3.5 This phase is focused on physically and organisationally separating out the Project from the Y environment. The Project will establish its own premises, physical infrastucture, processes, organisation, etc, and truly operate as a standalone organisation. The parties will govern, and where necessary provide interim management to the new entity, together with, and where sensible on behalf of Client. The strategic activities from Phase 2 will largely continue in Phase 3. From an operational perspective, the focus will shift from managing to governing, and ensuring that the Project continues the operational activities in line with the strategic activities. The actual shape of Phase 3 will be documented in the shareholder agreement of the Project entity.

3.6

Article 4 Responsibilities of X

4.1 4.2

X will lead and be responsible for the strategic activities, as defined in 2.5, and any activities outside of Indonesia. X will be take the lead in identifying and developing opportunities to increase the scope and size of the Project through influencing the strategic decisions with regards to the Client global resourcing model. X will also identify and develop opportunities to expand the scope and strengthen the realtionship with Client beyond the scope of the Project.c X will conduct all commercial and legal negotiations with Client, on behalf of the cooperation. X will consult with Y prior to finalising any agreements where appropriate or necessary in the spirit of co-operation, but has the right to execute when it is deemed that the agreements is optimised from the perspective of the co-operation. In addition, X will also be responsible for biling and executing the payment transactions to the Project and Y. In the spirit of co-operation, X will take responsibilty for any activities for which it is best placed to do so. Article 5 Responsibilities of Y 5.1 Y will lead and be responsible for the operational activities (which includes meeting quality requirements), as defined in 2.6, and any other activities in Indonesia. Y will be responsible for all employment and purchasing agreements pending the transition of the people to the new legal entity. Y will consult with X and Client prior to finalising any agreements where appropiate or necessary in the spirit of co-operation, but has the right to execute when it is deemed that the agreement is optimised from the perspective of the co-operation. In the spirit of co-operation, Y will take responsibilty for any activities for which it is best placed to do so.

4.3 4.4 4.5

4.6 4.7

5.2 5.3

5.4

Article 6 the Principles for the Client Project Joint Venture between the Parties 6.1 This MOU will terminate immeadiately after the legal establishment of the JV.

6.2

Article 6 of this MOU will be used to define the Articles of Association for the JV, regardless of the legal form, the applicable code of law and the jurisdiction of incorporation (hereinafter referred to as the Jurisdiction). Once the new legal entity for the Project has been established, the employment agreements with all staff assigned to Client will be transferred to the new entity; Client will be responsible for any costs associated with this transfer. Pending the legal establishment of the Project with Client, Y will-receive all compensation paid by Client for wages, taxes and benefits of the staff. Pending the physical separation of the Client Project (Phase 3), Y will receive all compensation for overheads paid by Client, which is currently set at 1500 EURO per month plus 225 EURO per month per person. X will hold 67% of the capital stock and Y will hold 33% of the capital stock. Y will receive 37,5% of the management fee paid by Client directly or indirectly to the Joint Venture, X will receive 62,5% of the same management fee; the management fee is curently set at 800 EURO per person employed by the Project, per month. The current minimum monthly management fee payable by Client to the Joint Venture is 6000 EURO; of this, Y will receive 2000 EURO and X 4000 EURO, until this minimum fee of 6000 EURO is exceeded by the multiple of the personnel-based management fee (from 8 staff onwards), at which point article 6.7 applies. All financials stated in this MOU are exclusive of any tax liabilities.

6.3

6.4 6.5

6.6 6.7

6.8

6.9

6 . 10 The capital (voting) stock of the company will in principle be held by the Parties to this MOU any other shareholders will be invited and accepted only by mutual consent. 6 . 11 X will hold 2/3 of the capital stock, Y will hold 1/3 of the capital stock in the Joint Venture between the Parties. 6 . 12 The Joint Venture will participate for 50% in the new legal entity, Client will hold the other 50%. 6 . 13 After a minimum of 3 years, Client may request the Joint Venture to sell its shared either in full or partly to Client, for which the Joint Venture will receive a to be agreed compensation in the form of a multiple of the annual management fees. 6 . 14 Any proceeds of this sale to Client will be split between the Parties according to the pro rate share in capital stock (article 6.4) 6 . 15 X will investigate and propose the optimal tax structure for any financial transactions and legal entities.

6 . 16 The Board of Directors of the Joint Venture will initially consist of at least 3 Directors; two of which will be appointed by X, one of which will be the Chairman. Y will appoint at least one director, Any further appointments will be made pro rata as determined by the allocation of capital stock, or in mutual agreement. 6 . 17 The JV will be dissolved if: 6.17.1 Another entity acquires the entire capital stock of the JV 6.17.2 One Party unilaterally decides to exit the JV, in which case the other Party will have a first right of refusal to purchase the exiting Partys shares in the JV 6.17.3 Both Parties mutually agree to disslove the JV 6 . 18 The Parties will share the profits and losses according to their respective holdings in capital stock, unless otherwise agreed. Article 7 Exclusivity, Confidentiality, Non Disclosure and Non Circumvention 7.1 7.2 Where relevant and not superseded by specific terms in this MOU, all terms agreed in the original MOU (dated 25 February 2008) remain in force. In addition, both Parties agree that X has developed the strategy and business model for the Project, and as such owns the Intellectual Property rights on this model, which Y will not use for any activities outside of this co-operation unless agreed in writing by X. Both Parties agree that, they will provide to each other all information and contacts necessary with regards to the task and responsibilities that each Party assumes as defined in this MOU. Both Parties agree not to disclose data and information supplied by or on behalf of X or Y to Parties outside of this MOU. Without prior written permission by X or Y, neither Party shall reproduce, disclose or exploit the concept of or data referring to the business activities of the MOU or JV, or thereof on any data carrier, either alone or in conjunction with or through the engagement of third Parties.

7.3

7.4

Y agrees that it will not seek to circumvent X by engaging in any business activities with Client, or similiar business activities with other clients or prospects of X, or in general with clients or prospects outside Indonesia, in a manner that will or may cause strategic or commercial losses or damages to X,

unless agreed beforehand by X, which will not be unreasonably withheld or delayed. 7.5 This agreement is made in English and in duplicate, both of which are valid as originals.

Date

2012

Date

2012

Place: Jakarta, Indonesia For X

Place: Jakarta, Indonesia For Y

(Insert Name) Director

(Insert Name) Chief Executive Officer