RESIDENTIAL CONSTRUCTION AGREEMENT

THIS RESIDENTIAL CONSTRUCTION AGREEMENT ("Agreement") is made and entered into

effective Jestha 27, 2081, by and between Tshiring Tamang, an individual residing at 23 Bansbari
Marg, Kathmandu 44600, Nepal ("Owner"), and Tri Yuwa Construction Company Pvt. Ltd., a
Nepali private limited company qualified to do business in Nepal, with a business address of 67
Pulchowk Road, Patan 44700, Nepal ("Contractor").
RECITALS
WHEREAS, Owner is the fee simple owner of certain real property located at 118 Buddhanagar,
New Baneshwor, Kathmandu 44600, Nepal, more particularly described in the deed recorded at
Volume 375, Page 622 in the Kathmandu District Land Revenue Office (the "Property"); and
WHEREAS, Owner desires to construct a new single-family residential dwelling and associated
improvements (the "Residence") on the Property; and
WHEREAS, Contractor represents that it is qualified, licensed and experienced as a general
contractor for residential construction projects, and desires to provide the necessary management,
supervision, labor, materials and services for the construction of the Residence in accordance with
the requirements set forth herein.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

ARTICLE 1 - THE WORK

1.1 The Contractor shall furnish all labor, materials, equipment, and services necessary for the full
and complete construction of the Residence on the Property in strict accordance with the
Construction Drawings and Specifications referenced in Exhibit A and the Schedule of Work
referenced in Exhibit B, attached hereto and incorporated herein by reference.

1.2 The Contractor shall secure and pay for all permits, fees, licenses, and inspections necessary
for the lawful construction of the Residence and the issuance of a Certificate of Occupancy. The
Work shall be performed in accordance with all applicable laws, codes and regulations.

ARTICLE 2 - SCHEDULE OF WORK

2.1 The Contractor shall commence the Work on Asar 15, 2081, and shall thereafter diligently
pursue the Work to Substantial Completion in accordance with the Schedule of Work specified in
Exhibit B.
2.2 The Contractor shall achieve Substantial Completion of the entire Work as defined in Section
8.1.3 not later than 365 calendar days from the date of commencement, subject to extensions of
time as provided for in Article 7.

ARTICLE 3 - CONTRACT SUM

3.1 Owner shall pay to the Contractor for performance of the Work a fixed-price amount of
Nrs.500,000.00 (the "Contract Sum"), subject to additions and deductions as provided for in this
Agreement.

3.2 The Contract Sum shall be paid to the Contractor in progress payments in accordance with the
Schedule of Values referenced in Exhibit C and the procedures described in Article 9.

ARTICLE 4 - CONTRACT DOCUMENTS

4.1 The Contract Documents consist of this Agreement, the Exhibits attached hereto, the
Construction Drawings, the Specifications, and all Addenda issued prior to and modifications
issued after execution of this Agreement.

4.2 The Contract Documents form the entire agreement between Owner and Contractor and by
incorporation herein are as fully binding on the parties as if repeated herein. No oral representations
or other agreements have been made except as stated herein.

ARTICLE 5 - CONTRACTOR RESPONSIBILITIES

5.1 The Contractor shall maintain strict discipline and good order among all persons performing
the Work, prohibiting employment of unfit persons or persons not skilled in tasks assigned to them.

5.2 The Contractor shall give the Work constant attention and supervision, keeping the Owner
fully informed and holding periodic meetings to discuss progress, issues and scheduling.

5.3 The Contractor shall pay all sales, consumer, use and similar taxes which had been or will be
levied or imposed by law on materials, supplies or equipment purchased for the Work.

5.4 The Contractor shall secure and pay for all permits, fees, licenses and inspections, give all
required notices, and post all bonds, insurance policies and notices required by law.

5.5 The Contractor shall be responsible for all cutting, fitting, patching and cleanup required to
complete the Work and make its parts fit together properly.

5.6 The Contractor warrants its construction for one year from the date of Substantial Completion
against defects in materials and workmanship.
ARTICLE 6 - OWNER RESPONSIBILITIES

6.1 The Owner shall secure and pay for the services of surveyors, engineers or other consultants
when such services are requested by the Contractor or required by authorities.

6.2 The Owner shall provide the Contractor with reasonable access to the Property and shall obtain
and pay for necessary easements, property rights or interests required for the Work.

6.3 If the Owner observes any defects or deficiencies in the Work, the Owner shall promptly notify
the Contractor and allow the Contractor to evaluate the condition and recommend an appropriate
remedy.

6.4 The Owner shall promptly make all payments due to the Contractor as provided in Article 9.

ARTICLE 7 - DELAYS AND TIME EXTENSIONS

7.1 If the Contractor is delayed in the progress of the Work by acts or omissions of the Owner,
Owner's employees or separate contractors, by unavoidable casualties or causes beyond the
Contractor's control, or by other causes which the Owner and Contractor agree justifies delay, then
the Contract Time shall be reasonably extended by Change Order.

7.2 The Contractor shall be entitled to an extension of time for delays caused by fire, unusual
weather conditions, labor disputes, casualty or other acts of God, or other causes beyond the
Contractor's reasonable control.

ARTICLE 8 - PAYMENTS, COMPLETION AND ACCEPTANCE

8.1 Payments, acceptance procedures, retainage and final completion shall be as follows:

8.1.1 Progress payments shall be made by the Owner to the Contractor not later than 15 days after
receipt of Contractor's payment application approved by the Owner's representative.

8.1.2 Retainage of 10% shall be withheld by the Owner from each progress payment until Final
Completion of the Work.

8.1.3 Substantial Completion is defined as the stage when the Work is sufficiently complete in
accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its
intended use.

8.1.4 Final Completion is defined as the completion of all Work required by the Contract
Documents.
8.1.5 Upon the Contractor achieving Final Completion, and receipt of final payment application
and releases of liens, the Owner shall make final payment, including remaining retainage, within
15 days.

ARTICLE 9 - INSURANCE AND BONDS

9.1 The Contractor shall maintain commercial general liability insurance written on an occurrence
basis with policy limits of at least Nrs.1,000,000 per occurrence and Nrs.2,000,000 in the
aggregate.

9.2 The Contractor shall maintain workers compensation and employer's liability insurance as
required by applicable law.

9.3 The Contractor shall provide builder's risk insurance covering the full replacement cost of the
Work while in the course of construction.

9.4 The Contractor shall furnish performance and payment bonds each in the full amount of the
Contract Sum as security for its obligations.

ARTICLE 10 - INDEMNIFICATION

10.1 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the
Owner from all claims, losses, expenses or damages arising out of or related to the performance of
the Work.

ARTICLE 11 - TERMINATION

11.1 In the event of a material breach or default by either party that is not cured within 10 days
after written notice from the non-breaching party, the non-breaching party may terminate this
Agreement.

11.2 Upon termination, the Owner shall pay the Contractor for Work properly completed in
accordance with the Contract Documents prior to termination.

ARTICLE 12 - GOVERNING LAW

12.1 This Agreement shall be governed by the National Civil Code 2074 and other relevant laws
of Nepal.
ARTICLE 13 - DISPUTES

13.1 Any claims, disputes or matters arising out of or related to this Agreement shall be subject to
mediation as a condition precedent to the institution of any litigation.

13.2 If a dispute cannot be resolved through mediation, the parties agree to resolve the dispute
through binding arbitration before one neutral arbitrator appointed as per chapter 3, section 6 of
Arbitration Act and under the Rules of the Arbitration Act 2055. The award delivered will be
binding between Parties and in case a award cannot be implemented within the time limit
prescribed in Section 31 of the Act, the concerned party may file a petition to the District Court
within 30 days from the date of expiry of the time limit prescribed for that purpose to implement
the award.

13.3 If the Parties becomes unable to resolve the dispute through Arbitration, they can refer to the
Court as their last resort.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written.
OWNER:

TSHIRING TAMANG
CONTRACTOR:
TRI YUWA CONSTRUCTION COMPANY PVT. LTD.
By: ______________________
Name: Bipana Kafle
Title: Managing Director.