1 CONTRACT FOR CONSULTING SERVICES

CONTRACT This Contract (Contract) is entered into on ____________________ ___, by and between ________________________ (the Client) having its principal place of business at __________________________, Addis Ababa Ethiopia, and Ethiopia. WHEREAS, the Client whishes to have the Consultant perform the services hereinafter referred to, and WHEREAS, the Consultant is willing to perform these services, NOW THEREFORE, the parties hereby agree as follows: 1. Services i) ii) The Consultant shall perform the services specified in the Technical Proposal, which is made an integral part of this Contract (the Services). The Consultant shall provide the personnel listed in the proposal submitted to the client, which is made an integral part of this contract, to perform the services.

2. Term

The Consultant shall submit to the Client the reports in the form and within the time periods specified in the proposal submitted by the Consultant. The Consultant shall perform the Services during the period commencing _________ and continuing through ______________ or any other period as may be subsequently agreed by the parties in writing. iii)

2 3. Payment A. Ceiling For services rendered pursuant to the agreement, the Client shall pay the Consultant an amount of Birr _______________________________________________________ __________________ . This amount has been established based on the understanding that it includes all of the Consultants costs and profits as well as any tax obligation that may be imposed on the Consultant. B. Schedule of Payments The Schedule of lump sum payments is specified below: Payment of 40% of the contract amount upon acceptance of our proposal and signing of agreement. Payment of the remaining 60% of the contract amount upon submission of the valuation report.

C. Payment Conditions Payment Shall be made no later than 10 days following submission by the Consultant of invoices in duplicate to the Coordinator designated in paragraph 4.

4. Project A. Coordinator Administrati The Client designates ________________________________ as on Clients Coordinator; the Coordinator will be responsible for the coordination of activities under this Contract, for acceptance and approval of the reports and of other deliverables by the Client and for receiving and approving invoices for the payment. B. Reports The reports listed in the proposal submitted by the Consultant shall be submitted in the course of the assignment, and will constitute the basis for the payments to be made under paragraph 3.

3 5. Performanc e Standards The Consultant undertakes to perform the Services with the highest standards of professional and ethical competence and integrity. The Consultant shall promptly replace any employees assigned under this Contract that the Client considers unsatisfactory. The Consultants shall not, during the term of this Contract and within two years after its expiration, disclose any proprietary or confidential information relating to the Services of this Contract or the Clients business or operations without the prior written consent of the Client. Any studies, reports or other material, graphic, software or otherwise, prepared by the Consultant for the Client under the Contract shall belong to and remain the property of the Client. The Consultant may retain a copy of such documents and software. The Consultant agrees that, during the term of this Contract and after its termination, the Consultant and any entity affiliated with the Consultant, shall be disqualified from providing goods, works or services (other than the Services and any continuation thereof) for any project resulting from or closely related to the Services.

6. Confidential ity

7. Ownership of Materials

8. Consultant not to be engaged in certain activities

9. Assignment

The Consultant shall not assign this Contract or sub contract any portion of it without the Clients prior written consent. The Contract shall be governed by the laws of the Federal Democratic Republic of Ethiopia, and the language of the Contract Shall be English.

10. Law Governing Contract and Language 11. Dispute Resolution

Any dispute arising out of the Contract, which cannot be amicably settled between the parties, shall be referred to adjudication/arbitration in accordance with the laws of the Clients Country. The Contract can be terminated by each of the signing parties with at least 30 days notice and in the following cases: Bankruptcy of the Consultant Inability (force majeure) of the Consultant or Client to execute the tasks and/or payments as described in the terms of reference and the Consultants proposal with in the given time frame (with

12. Termination of Contract

4 observation of 30 days delay) In case of corruption or fraud In case of termination of contract the client will pay the Consultant for the services provided and expenses made, up on the date of contract termination.

SIGNED BY : ________________________ For the Client ________________ For the Consultant

________________________ Authorized Signature WITNESS NAME 1.________________________ 2. ________________________ 3. ________________________

________________ Authorized Signature

SIGNATURE ________________ ________________ _______________