Technical-Service-Agreement.docx

1、Technical Services AgreementBetweenA XXXX andB XXXXDated as of 14th July 2010THIS TECHNICAL SERVICES AGREEMENT is made as of the 14th day of July 2012 (“Effective Date”)BETWEENB XXXX, a company registered under the laws of the Peoples Republic of China having its registered office at *, China (subse

2、quently referred to as the “Manager”)andA XXXX, a company registered under the laws of the Federal Republic of *, having its registered office at * (subsequently referred to as the “Company”).Manager and Company are individually referred to as “Party” and collectively referred to as “Parties”.RECITA

3、LSA. Further to the Federal Government of * programme to privatize the successor companies of the Power Holding Company of *, the Company is the lead member of the consortium known as * (“Consortium”), which has been prequalified by the Bureau of Public Enterprises to bid for the acquisition of majo

4、rity shares in the successor generation companies. B. The Manager understands that the Company is in the process of being incorporated at the Corporate Affairs Commission.C. The Company desires to engage the Manager to provide certain technical and administrative services more particularly described

5、 in this Agreement and the Manager is willing to render such services, on the terms and conditions set forth in this Agreement.D. The promoters of the Company have undertaken to ensure that this Agreement is ratified by the Company upon incorporation, pursuant to Section 72 of the Companies and Alli

6、ed Matters Act. Cap C20 LFN 2004 provided the same shall take effect in the event any of the Consortiums bids is successful.In consideration of the promises and the mutual covenants and agreements set forth in this Agreement and for other valuable consideration, the Parties agree as follows:1. Appoi

7、ntment of Manager1.1. Subject to approval of the National Office for Technology Acquisition and Promotion (“NOTAP”), from the date such approval is given and continuing unless and until terminated as provided in this Agreement, the Company hereby appoints the Manager exclusively and the Manager here

8、by agrees to use reasonable efforts to carry out certain technical services in connection with the business of the Company, set forth in Clause 2 below (the “Technical Services”) in accordance with the provisions of this Agreement. 1.2. During the term of this Agreement, the Manager shall at all tim

9、es and in all respects conform to and comply with the lawful and reasonable directions, regulations and recommendations made by the Board of Directors of the Company (the “Board”) and in the absence of any specific directions, regulations and recommendations as stated above take such steps as the Ma

10、nager may from time to time consider necessary to enable the Manager to perform the Technical Services in accordance and subject to the terms and conditions of this Agreement. 2. Technical ServicesSubject to further lawful and reasonable directions, regulations and recommendations made by the Board

11、and the terms and conditions of this Agreement, the Manager is hereby instructed to, and shall, carry out, during the term of this Agreement the following Technical Services:2.1 Day to day operation and management of the Companys business2.2 Design and implement the strategies, the procedures and ac

12、tion plans to achieve the minimum performance targets set in the PA within the time period specified therein.2.3 Prepare and implement the annual business plan;2.4 Provide suitably qualified, trained, experienced and competent personnel for the proper performance of the Technical Services;2.5 Provid

13、e support in the selection, hiring, assigning and supervision of its personnel (including the obtaining, maintaining and, where necessary, renewing of work permits and any other necessary permissions, registrations, authorisations, licences and permits in relation to such personnel).2.6 Provide, in

14、a timely fashion and on a continuing basis, all proper and adequate technical information, services, literature and similar resources to enable the Company to operate, maintain and monitor in accordance with the prudent industry practice, rule and regulations and the agreements to which the Company

15、is a party;2.7 Identify the needs and requirements for the training of the Companys workforce and establish proper and adequate training in all relevant disciplines and activities (including appropriate emergency measures) for all personnel;2.8 Ensure that the operation and maintenance procedures ar

16、e established in accordance with the prudent engineering and operating practices, applicable laws and regulations and agreements to which the Company is a party;2.9 On being given reasonable notice by the Company, make suitably qualified and experienced personnel available for consultation (whether in person or by telephone or other me