Hiring Contract
This contract is made at J.M.T. Group Co., Ltd., 189/58 Soi Wat Daowadung,
Somdej Phra Pinklao Road, Xxxxx Bang Xxx Xxxx, Khet Bangkok Noi, Bangkok, on 1
January 1997.
This contract is made between
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Downtown D.F.S. (Thailand) Co., Ltd., represented by Mrs. Aimon Boonkhundha, the
authorized Director, with offices at 000/00-00 Xxxxxxxxx Xxxx, Xxxxx Lumpini,
Khet Pathumwan, Bangkok, hereinafter called "the Employer" of one part, and
J.M.T. Group Co., Ltd., represented by Mr. Viratana Suntaranond, the authorized
Director, with offices at .189/58 Soi Wat Daowadung, Somdej Phra Pinklao Road,
Xxxxx Bang Xxx Xxxx, Khet Bang Phlad, Bangkok, hereinafter called "the
Consultant" of other part.
Both parties agree as follows
1. The Employer agrees to hire and the Consultant agrees to be hired as the
Consultant in the business operation of the Employer according to the
details in Annex 1 (which both parties agree to be deemed part of this
contract). Should there be additional documents related to this contract,
both parties agree that they shall be deemed part of this contract as well.
2. Both parties agree that the contract period shall be one year, from I
January 1997 to 31 December 1997. The contract shall become extinct after
the final payment has been made (according to Clause 3.2) by 31 January
1998.
3. In carrying out the tasks as the Consultant to the Employer within the
period prescribed in Clause 2, the Employer agrees to pay remuneration to
the Consultant as follows :
3.1 US$ 182,000 per month for 12 months, totalling US$ 2,184,000, to be
paid according to the invoice submitted by J.M.T. Group Co., Ltd.
3.2 The Employer agrees to pay value added tax thereby submitting it to
the authorities, as the case may be.
4. The Consultant agrees to carry out the tasks as the Consultant under this
contract with knowledge, competence and honesty in order that the
Employer's business shall achieve the utmost success at the minimum
expenses. The Consultant shall not disclose any information on trade and
business of the Employer to a third party. If the Consultant, or the
Consultant's personnel, fails to proceed with the scope of responsibilities
and the mutually agreed guidelines or take any action intentionally or
negligently causing damage to the Employer, the Consultant agrees to
reimburse all remuneration already received plus interest to the Employer,
besides the above damages.
5. If either party is in breach of any clause, this contract shall be
terminated immediately without having to give an advance notice. Or, if
either party is desirous to terminate the contract prior to the expiration
date or both parties agree to terminate this contract, either party or both
parties shall forward a written notice to the other party for a reasonable
period of time in advance.
This contract is made in duplicate. Both parties, having read and understood it
entirely, hereunder sign their names and affix seal (if any) in the presence of
witnesses and each retaining one copy.
Signed .......................Employer Signed ........................Consultant
(Mrs. Aimon Boonkhundha) (Mr. Viratana Suntaranond)
Downtown D.F.S. (Thailand) Co., Ltd. J.M.T. Group Co., Ltd.
Signed .......................Witness Signed ............................Witness
(Malee Awirut) (Chawnun Chaiwisudiakun)
Annex 1
Details of Hiring of the Consultant
Period from 1 January - 31 December 1997
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Objectives
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1. Downtown D.F.S. (Thailand) Co., Ltd. shall hire J.M.T. Group Co., Ltd. as
the Consultant.
2. J.M.T. Group Co., Ltd. shall assist in marketing plans, advertisement and
sale promotion activities.
3. J.M.T. Group Co., Ltd. shall assist in overseeing construction of the shops
totally.
4. J.M.T. Group Co., Ltd. shall assist in displaying the merchandize in the
shop and decoration of shelves.
5. J.M.T. Group Co., Ltd. shall study working system of Downtown D.F.S.
(Thailand) Co., Ltd. in order to be able to analyze and evaluate
performance of the staff for the whole system, and propose ways to
efficiently enhance the performance.
Project Owner J.M.T. Group Co., Ltd.
Details of Project
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1. The work structure that J.M.T. Group Co., Ltd. shall cooperate with
Downtown D. F. S. (Thailand) Co., Ltd. are:
0 Train staff at all levels, which means executives and operational
staff 0 campaign promotions for every festival, advertisement,
public relations, advertising medium
0 shop and shelf decoration
0 acquire merchandize samples, premium and gift with purchase
0 shop improvement
0 printed matters
0 computer system for controlling the works
Additional Document
J.M.T. Group Co., Ltd., or the Consultant according to the Hiring Contract dated
1 January 1997, has registered the change of the Company's name to "King Power
Duty Free Co., Ltd." on 30 September 1997.
Memorandum of Understanding
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This Memorandum of Understanding is made at King Power Duty Free Co., Ltd., 989
Rama I Road, 2627 Floors Siam Tower, Kwaeng Pathumwan, Khet Pathumwan, Bangkok,
on 7 August 1998.
This Memorandum of Understanding is made between Downtown D.F.S. (Thailand) Co.,
Ltd., represented by Mrs. Em-orn Bunkhan, the authorized Director, with offices
at 000/00-00 Xxxxxxxxx Xxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx,
hereinafter called "the Employer" of one part, and King Power Duty Free Co.,
Ltd., represented by Mr. Virat Suntornnont, with offices at 989 Rama I Road,
26-27 Floors Siam Tower, Kwaeng Pathurmwan, Khet Pathumwan, Bangkok, hereinafter
called "the Consultant" of the other part. Both parties agree as follows:
Whereas Downtown D.F.S. (Thailand) Co., Ltd., the Employer, has agreed to hire
J.M.T. Group Co., Ltd., which has changed its name to King Power Duty Free Co.,
Ltd. according to the attached copy of certificate, as the Consultant for the
Employer's business according to the Hiring Contract dated 1 January 1997.
Whereas the obligation with regard to payment of remuneration of the Hiring
Contract dated 1 January 1997 has not been fulfilled, the Employer and the
Consultant agree that this Memorandum of Understanding shall be deemed part of
the Hiring Contract dated I January 1997.
1. The Employer acknowledges that on the signing date of this Memorandum of
Understanding, the Employer has not paid the remuneration for the
consulting services according to Clause 3 of the contract, US$2,184,000,
to the Consultant.
2. The Employer and the Consultant mutually agree that payment of the
remuneration according to Clause 3 shall be made in Baht, using the bank's
selling exchange rate prevailing on the signing date of this Memorandum of
Understanding -- US$ 1.00 = Baht 42.25. Thus, the total remuneration of US$
2,184,000 are equivalent to Baht 92,274,000 (Ninety-Two Million Two Hundred
Seventy-Four Thousand Baht).
This Memorandum of Understanding is made in duplicate. Both parties, having read
and understood it entirely, hereunder sign their names and affix seal (if any)
in the presence of witnesses and each retaining one copy.
Signed ..........................Employer Signed ..................Consultant
(Mrs. Airnon Boonkhundha) (Mr. Viratana Suntaranond)
Downtown D. F. S. (Thailand) Co., Ltd. J.M.T. Group Co., Ltd.
Signed ..........................Witness Signed ....................Witness
(Malee Awirut) (Chawnun Chaiwisuthakun)
