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.