exv4w25



 




 1







Exhibit
4.25




Contract Summary of Design Consultancy Agreement




Part I — Key Particulars




	 	 	 	 	 	 	 
	Project:

	 	 	Construction of a flexible print circuit factory facility at Land Lot No. A64-2, Meicun
Gongye Jizhongqu, Wuxi Xinqu, the People’s Republic of China
	 
	 	 	 	 	 	 
	Parties:

	 	 	(1	)	 	Zastron Precision -Tech Limited (“the Company”), a company incorporated under the laws
of the Caymen Island; and
	 
	 	 	 	 	 	 
	 

	 	 	(2	)	 	Parsons Brinckerhoff (Asia) Ltd (“the Consultant”), a company incorporated under the laws
of the Hong Kong SAR.
	 
	 	 	 	 	 	 
	Date of Contract:	 	30 July 2007
	 
	 	 	 	 	 	 
	Contract Sum:	 	HK$4,550,000






Part II — Material Terms



The followings are the material terms of the subject contract in relation to the rights and
obligations of the parties:-





	1.	 	The Company and the Consultant entered into the contract under which the Consultant is
engaged to carry out the design for this Project and to provide the services contained in this
contract (“the Services”). (Recital B)
	 
	2.	 	The Consultant is obliged to perform the Services to the satisfaction of the Company.
(Clause 2.2)
	 
	3.	 	The Company may at any time require the Consultant to perform Additional Services in
connection with the Project and the Consultant shall perform upon such requests. (Clause 2.4)
	 
	4.	 	The Consultant confirms to the Company that it possesses a high level of expertise and
experience in relation to the Services and Additional Services. In addition, it acknowledges
that the Company has entered into the contract in reliance of such representation made prior
to the date of this contract; and that the Company relies on the Consultant’s expertise and
experience in performing the Services and Additional Services. (Clause 3.1)
	 
	5.	 	If in the opinion of the Company the performance or conduct of any person for the time being
appointed to carry out the Services has been unsatisfactory, it may require removal of such
person from his current position and prompt replacement, after consulting the Company and
obtained its written consent. (Clause 4.2)
	 
	6.	 	If in the opinion of the Company the staff or any element of the staff utilised by the
Consultant in the performance of the Services are inadequate, it may after consulting
the Consultant require the Consultant forthwith to employ and utilise such additional










 



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	 	 	and/or
more or differently qualified, expert or experienced staff as the Company reasonably
considers to be necessary (Clause 4.3). If the Consultant fails to do so within a reasonable
period of time, the Company may employ on such terms and conditions it thinks fit such
number of staff with elements it considers necessary and require utilisation (Clause 4.4).
	 
	7.	 	If the Consultant, commissions all or part of its responsible tasks to a design institution
(or similar) recognised by China not in accordance with Clause 6.4, the Company has the right
to reduce the relevant design fees payable to the Consultant. (Clause 5.2)
	 
	8.	 	The Consultant’s entitlement to payment for performance of the Services and any other
obligations in accordance with Schedule 4 shall be its total and only entitlement to payment.
(Clauses 5.3)
	 
	9.	 	The Consultant shall timeously comply with or perform all instructions and directions given
by the Company in relation to the Services. It shall coordinate with the Company or its
affiliate Zastron Precision-Flex (Wuxi) Company Limited (“the Company (Wuxi)”) and all other
appointed consultants for the Project to perform the Services. (Clause 6.1)
	 
	10.	 	Depending on the needs of the Project and the Work, the Consultant may allocate tasks
performed by its cooperative design partners inside or outside the Chinese territory to its
Chinese affiliate company Parsons Brinckerhoff Constructors (Shanghai) Company Limited,
provided that the Consultant is responsible for its designs, and bears the ultimate design
responsibility. Schedule 6 lists guidelines for such division of work. Both must comply with
the relevant Chinese laws, standards and other requirements in the performance of the Services
and/or the Additional Services. The Consultant acknowledges that thoroughly describing the
division of work principles is not actually feasible, and that Schedule does not provide an
inclusive description. Hence, should disputes arise in relation to the division of work, the
Consultant shall enquire the Company and both should follow its directions in performing the
duties listed in Schedule 2 and other related duties. (Clause 6.4)
	 
	11.	 	The Consultant shall maintain in full force and effect with a well-established, substantial
and reputable insurance office in a form and upon terms and conditions approved by the Company
professional indemnity insurance, providing a level of indemnity of not less than HK$7,000,000
for any occurrence or series of occurrences arising out of any one event in respect of the
liability of the Consultant to the Company, the Company (Wuxi) or to any other person, or in
respect of any negligent act or omission of the Consultant or otherwise. (Clause 7.1)
	 
	12.	 	The Consultant shall ensure that the insurance is maintained in full force and effect for the
period of 12 years from that date of this contract. It shall also, whether or not it be on the
same insurance policy, maintain in the same period sufficient insurance for the Company and
the Company (Wuxi) to cover potential claims raised by third parties against the Consultant in
performing the Project. If for any reason it fails to maintain the insurance, it shall
immediately inform the Company in writing. The Company has the option to require the
Consultant to enter into alternative arrangements, or to take out
and maintain in force such insurance and deduct the requisite amount from any monies










 



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	 	 	due or
become due to the Consultant, or to recover the same as a debt due from the Consultant.
(Clause 7.2)
	 
	13.	 	Except when necessary under this contract, no Confidential Information shall be disclosed by
the Consultant without prior written consent of the Company (Clause 8.1) and the Company shall
be entitled to an injunction for any breach of confidentiality (Clause 8.4).
	 
	14.	 	Restrictions in the confidentiality clause shall continue to apply after termination of this
Contract. (Clause 8.5)
	 
	15.	 	The Company may at any time require the Consultant to permanently cease (Clause 9.1) or to
suspend (Clause 9.2) the performance of all or any part of the Services and/or the Additional
Services by giving 30 days in advance notice in writing with relevant specifications. Such a
notice, if ceasing all performance, shall operate to terminate this Contract (Clause 9.1).
	 
	16.	 	The Company may at any time require the resumption of the performance of any or all Services
and/or the Additional Services or the suspended performance by giving notice in writing with
relevant specifications. The Consultant is entitled to be paid by the Company such sum as the
Company considers to be equal to the additional cost reasonably and necessarily incurred by
the Consultant for the purpose of resuming performance of the Services and/or the Additional
Services. (Clause 9.3)
	 
	17.	 	If the Company does not within a period of 30 working days require the resumption of the
performance of suspended Services and/or Additional Services, then upon expiry of such period
the Company will be deemed to have required the Consultant to cease the performance of such
Services and/or the Additional Services. (Clause 9.4).
	 
	18.	 	If the Company fails to pay any sum due to the Consultant within a period of 7 working days
after it has become due (Clause 9.5), or if the Consultant fails to comply with any term of
this Agreement (Clause 9.6), then the Consultant/ Company shall be entitled by registered post
to give 14 working days’ notice in writing specifying the breach and requiring rectification
within such period of notice and if upon the expiry of such notice, such default still
persists, the Consultant/ Company may within 7 days thereafter be entitled to give notice in
writing by registered post to forthwith terminate this Contract.
	 
	19.	 	If the decision of cessation or suspension was not made because of, any breach by the
Consultant of any of its obligations under this Contract or because the Company had reasonable
grounds to suspect the Consultant might be or become unable to perform the Services and/or the
Additional Services or if the Consultant terminates this Contract pursuant to 9.5, then the
Consultant shall be entitled to payment pursuant to 5.1 of such sum as the Company considers
to be fair and reasonable having regard to the nature and extent of the Services and/or the
Additional Services performed between the time at which the last payment was made to the
Consultant pursuant to 5.1 and the time of the cessation or suspension. (Clause 10.1)
	 
	20.	 	If the Company requires cessation or suspension of performance of any or all Services and/or
the Additional Services, or if this contract is terminated pursuant to 9.5 or 9.6,










 



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	 	 	then the
Consultant shall immediately take such action as may be necessary or desirable to bring to an
end in an orderly manner the Services and/or the Additional Services, but in the case of
suspension, in such a manner that the performance of the Services and/or the Additional
Services may be resumed as soon as possible with the minimum possible additional cost if
resumed later. Unless the decision was made because of, any breach by the Consultant or, the
Company had reasonable grounds to suspect the Consultant may be or become unable to perform,
then the Consultant shall be entitled to be paid by the Company such sum as the Company
considers to be the additional cost reasonably and necessarily incurred by the Consultant for
the purpose of taking the above actions. (Clause 10.4)
	 
	21.	 	If the Company requires cessation or suspension of performance of any or all Services and/or
the Additional Services, or if this contract is terminated pursuant to 9.5 or 9.6, the
Consultant shall deliver and make available to the Company all documents, information,
property and materials of the Company and all documents, information, property and materials
which are in the ownership, possession, custody or control of the Consultant or any
sub-contractor of the Consultant (or representatives) and shall give all such assistance and
advice as the Company may request to effect a smooth handover to the Company or any other
person authorised by it. The Consultant expressly waives any lien or other right it might have
to retain possession or ownership of such pending payment of any amounts due to it. (Clause
10.5)
	 
	22.	 	The Company, its subsidiaries or affiliates is entitled to use all or any design documents
for the purposes of this project or any of its other projects. (Clause 10.7)
	 
	23.	 	The Consultant shall indemnify and keep indemnified the Company and/or the Company (Wuxi)
from and against any loss, cost, liability, damage, claim or proceeding of whatsoever nature
which the Company and/or the Company (Wuxi) incurs or suffers as a direct consequence of or in
connection with or arising out of any act, negligent act, or omission on the part of the
Consultant, its sub-contractors, delegates, servants or agents resulting in: (a) any breach by
the Consultant, its servants, agents, delegates or sub-contractors; (b) any breach of any
warranty given by the Consultant under this Contract; (c) any person employed by the Company
pursuant to 4.4. (Clause 12)
	 
	24.	 	In case of any dispute or difference shall arise between the Company and the Consultant in
connection with or arising out of the contract or the performance of the Services, the parties
shall endeavour to resolve the dispute or difference by amicable negotiations failing which
such dispute or difference shall be referred to and determined by arbitration at the Hong Kong
International Arbitration Centre. Arbitration must take place in Hong Kong. (Clause 20)
	 
	25.	 	The subject contract shall be governed by and construed in accordance with the laws of the
Hong Kong SAR. (Clause 21)










 



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Part III — Omitted Terms



The following is a description of the terms of the subject contract that have been omitted from
this summary:-





	1.	 	The definition provision provides a list of definitions for certain terms in the subject
contract. (Clause 1)
	 
	2.	 	The scope of power provision gives the Company the option to specify the scope of power
of the Consultant. (Clause 11)
	 
	3.	 	The subcontracting provision prohibits the Consultant from transferring its rights and
obligations and from subcontracting its responsible tasks without the consent of the Company
or except as provided in Schedule 6. (Clause 13)
	 
	4.	 	The language provision acknowledges that the subject contract is executed in Chinese.
(Clause 14)
	 
	5.	 	The vitiation provision provides for the severance of any vitiating clause from the body
of the contract. (Clause 15)
	 
	6.	 	The waiver provision provides that any omission, default or delay in the exercise of the
right, power or remedial action by the Company shall not constitute a waiver of such right,
power or remedial action. (Clause 16)
	 
	7.	 	The revision provision provides for the revision or supplementation of the subject
contract by written agreement by the Company and the Consultant or by the exercise of the
Company’s rights as specified in the subject contract. (Clause 17)
	 
	8.	 	The notice provision specifies the method by which communications arising from or related
to the subject contract are to be exchanged. (Clause 18)
	 
	9.	 	The entire agreement provision maintains that the subject contract sets out in full the
entire agreement between the Company and the Consultant. (Clause 19)





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The forgoing is a fair and accurate English translation of the summarized Design Consultancy
Agreement.




                                                                                                    

[Insert typed name of officer]

[Insert position of officer]