普华永道——SRF engagement letter.docVIP

Private and Confidential Manoj Mehrotra Dy. General Manager SRF Limited Chemical Business 16, Aruna Asaf Ali Marg Qutab Institutional Area New Delhi-110 067, India April 13, 2002 Dear Mr. Mehrotra TERMS OF ENGAGEMENT (TOE) TO CONDUCT A MARKET STUDY This letter confirms that we, 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: Objective To help SRF assess the Chinese market conditions for its refrigerant products by providing an update analysis and market report and undertake an acquisition target search Focus products HCFC/Refrigerant 22 HFC/Refrigerant-134a Key issues - Market potential - Market segments - Main customers Competitive landscape Distribution structure Study approach The research methodologies to be applied by us will involve desktop and primary research in the selective target cities. We may make some minor revisions to the methodologies, if considered necessary, based upon the actual circumstances. Deliverables Upon completion of our work, we will provide you with a report setting forth the significant findings and analysis on the key issues 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 or into whose hands it may come. Release and Indemnification We 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 services 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, a