普华永道——SRF engagement letter

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1、SRF Market StudyApril 13, 2002Private and ConfidentialManoj MehrotraDy. General ManagerSRF LimitedChemical BusinessA- 16, Aruna Asaf Ali MargQutab Institutional AreaNew Delhi-110 067, IndiaApril 13, 2002Dear Mr. MehrotraTERMS OF ENGAGEMENT (TOE) TO CONDUCT A MARKET STUDYThis letter confirms that we,

2、 PricewaterhouseCoopers, have been retained by SRF Limited to conduct a market study (regional option) as set out in the proposal and briefly summarized as follows:ObjectiveTo help SRF assess the Chinese market conditions for its refrigerant products by providing an update analysis and market report

3、 and undertake an acquisition target searchFocus productsHCFC/Refrigerant 22 HFC/Refrigerant-134aKey issues- Market potential- Market segments- Main customers- Competitive landscape- Distribution structureStudy approachThe research methodologies to be applied by us will involve desktop and primary r

4、esearch in the selective target cities. We may make some minor revisions to the methodologies, if considered necessary, based upon the actual circumstances.DeliverablesUpon completion of our work, we will provide you with a report setting forth the significant findings and analysis on the key issues

5、 outlined in the above and set out in the proposal.Our report should not, without our prior written consent be made available to any third parties. Except where we have agreed expressly in writing to the contrary, PwC will not accept any responsibility to any third party to whom our report is shown

6、or into whose hands it may come. Release and IndemnificationWe shall use reasonable skill and care in the provision of the services set out in this letter. We shall accept liability to pay damages for losses arising as a direct result of breach of contract or negligence on our part in respect of ser

7、vices provided in connection with, or arising out of, the engagement to perform this market study project as set out in the attached proposal; however, the liability of PwC, its partners, directors, and staff (whether in contract, negligence or otherwise) shall in no circumstances exceed 3 times of

8、the fees paid in the aggregate in respect of all such services.Other than as expressly stated above, SRF agrees to indemnify and hold harmless PwC and its personnel from any and all claims, liabilities, costs and expenses relating to PwC services under this engagement. It is also agreed that SRF wil

9、l not bring any claim in respect of any damages against any of PwCs personnel personally.Senior Members of Engagement teamMr. John Hutton, the leader of our Transaction Services Group, will be overall responsible for this engagement. Mr. Ying Xiao, Senior Manager for Market Research and Market Due D

10、iligence will be in charge of the day to day management of the engagement. Other support staff of PwC will be assigned to assist in the engagement.TimetableWe anticipate that the length of time required to complete our market study work will be approximately 30 - 35 working days from the date of com

11、mencement of work. The target research process may need some additional time depending on the circumstances. FeesOur professional service fees for the scope of work described in our proposal will be US$ 36,000. If at any time during our work we become aware that there would be significant variations

12、 to the scope of work agreed upon or that the agreed fees would be exceeded by more than 5 per cent, we shall inform you immediately and obtain your consent prior to conducting further work. You agree that a variation of 5% is a contractual obligation that will be honoured irrevocably upon our notic

13、e in accordance with these terms.Out of pocket expenses and government taxes will be billed to you at cost. Out-of-pocket expenses will include mainly transportation, accommodation, telecommunications, postage, copying and printing expenses (not including overseas travel or project presentation at t

14、he SRFs headquarters, etc) which will be charged on an actual basis, they will not exceed 15% of the total professional fee under normal circumstances. Since SRF has requested some additional staff assistance at the start of this project, the OPEs may exceed the 15% by a reasonable amount. Our fees

15、do not include business tax which will also be charged to you on total billings (including business tax) at a rate of 5.263%, together with the expenses referred to above. Acknowledgement and acceptancePlease acknowledge receipt of this letter and your agreement by signing and returning the duplicat

16、e copy enclosed.If you require any further information, or wish to discuss the terms of engagement further before replying, please do not hesitate to contact Ying Xiao.Yours faithfully,PricewaterhouseCoopersWe hereby confirm our acceptance of the terms of engagement and fee estimates as set out in this letter.For and on behalf of SRF Limited.Signed _Name_Position_Date _(4)