AGENCY AGREEMENT - sample THIS AGREEMENT is made the day of ..200.

BETWEEN: (1) S (Co No: ) a company incorporated in Malaysia having its registered office at. (hereinafter referred to as the Principal) of the one part

And (2) O ( Co No : ) a company incorporated in Malaysia having its registered office at.. (hereinafter referred to as the Agent) of the other part.

WHEREAS A) B) C) The Principal is engaged in the business of .. The Agent is engaged in the business of .. The Principal wishes to appoint the Agent as its agent, and the Agent accepts the appointment as the agent of the Principal, and is empowered to..

NOW, THEREFORE, in consideration of these promises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, it is agreed as follows: 1. DEFINITIONS 1.1 Definitions In this Agreement, the following words and expression shall have the following meanings unless the context otherwise requires: Activities has the meaning prescribed in paragraph (6) of the Schedule; Agency Fee means percent (%) of the Gross Sales in respect of the Products and all other products in respect of which the Principal decides from time to time to have included as products for the purposes of this Agreement;

Agent

shall include its heirs, personal representative and permitted assigns, or (being a company) its successors and permitted assigns; Business meaning prescribed in paragraph (7) of the Schedule; Commencement Date means the date set out in paragraph (1) of the Schedule; Credit Limit meaning prescribed in paragraph (8) of the Schedule; Customers means the customers in the Territory who require the Products; Expiry Date means the date set out in paragraph (2) of the Schedule; Gross Sales means the gross monthly sums receivable from the Products sold by the Agent as invoiced without any deductions for any customer refunds or allowances, credit card discounts or charges suffered by the Agent or the cost of any free offers or discounts made or given by the Agent; Intellectual Property meaning prescribed in paragraph (9) of the Schedule; Mandate meaning prescribed in paragraph (10) of the Schedule; Manual meaning prescribed in paragraph (11) of the Schedule; Minimum Sales the amount as set out in paragraph (3) of the Schedule; Net Selling Price means the price for each of the Products as set out in paragraph (4) of the Schedule; Payment Date means the first date of each calendar month during the tenure of this Agreement; Principal shall include its, successors in title and assigns; Products the various brands and assortment of (describe the product) more particularly set out in paragraph (4) of the Schedule and in respect of which the Principal decides from time to time to have included as

Rights Schedule Service Tax Services Term

Territory

products for purposes of this Agreement; meaning prescribed in paragraph (13) of the Schedule; means the schedule attached herein which shall form part of this Agreement; has the meaning prescribed in the Service Tax Act 1975; has the meaning prescribed in paragraph (12) of the Schedule; means the period starting on the Commencement Date and ending on the Expiry Date unless earlier determined in accordance with this Agreement; means the territory as is more particularly identified and delineated in paragraph (5) of the Schedule;

1.2

Interpretation (a) words of any gender shall include all genders; (b)words using the singular shall include the plural and vice-versa; (c) the terms hereof, herein, hereto, hereunder and similar words refer to this entire Agreement and not to any particular Clause, Section, Exhibit, Appendix or Schedule or any other subdivision of this Agreement; (d)references to section, subsection, Clause, exhibit, appendix or schedule are references to section, subsection, Clause, exhibit, appendix or schedule to this Agreement; (e) the words include or including shall be deemed to be followed by without limitation or but not limited to whether or not they are followed by such phrases or words of like import; (f) reference to this Agreement or any other agreement or document shall be construed as a reference to such agreement or document as it may be amended, modified or supplemented from time to time and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms;

(g)Parties shall mean the parties to this Agreement and Party shall mean, as the context requires, either of the parties to this Agreement; and (h)whenever this Agreement refers to a number of days, such number shall refer to calendar days unless otherwise specified.

1.3

Recitals The recitals and schedules of and to this Agreement shall have effect and be construed as an integral part of this Agreement, but in the event of any conflict or discrepancy between any of the provisions of this Agreement, such conflict or discrepancy shall, for the purposes of the interpretation and enforcement of this Agreement, be resolved by giving the provisions contained in the Clauses of this Agreement priority and precedence over the provisions contained in the recitals and schedules of and to this Agreement.

2.

APPOINTMENT OF AGENT 2.1 Appointment 2.1.1 The Principal hereby appoints the Agent as its agent in respect of the Activities but the Principal does not appoint the Agent as its agent for any other activity other than the Activities, nor does the Agent have any implied or ostensible authority to bind the Principal in respect of any matter other than the Activities. 2.1.2 Pursuant to such appointment, the Principal hereby grants to the Agent, the Mandate and the Rights. 2.1.3 In consideration of the payment of the sum of Ringgit Malaysia .. (RM..) by the Principal to the Agent (the receipt and sufficiency thereof is hereby acknowledged by the Agent), the Agent hereby agrees to its appointment and the obligations, responsibilities and role arising out of this Agreement. 2.2 Acceptance of Appointment

2.2.1 The agent hereby accepts the appointment by the Principal as agent upon the terms and conditions as set out in this Agreement only. 2.2.2 All other terms and conditions whether implied by practise, custom or any written law applicable in the creation of a principal and agent relationship are hereby irrevocably and unconditionally excluded, waived and deemed inapplicable by the Principal and the Agent. 2.3 Term The appointment hereby made shall be for the duration of the Term. 3. AGENTS OBLIGATIONS 3.1 The obligations of the Agent in carrying out the Activities and pursuant to clause 2.1, shall include the following: 3.1.1 At all times to work diligently to protect and promote the interests of the Principal; 3.1.2 In all matters to act loyally and faithfully towards the Principal; 3.1.3 To ensure that the Intellectual Property is protected, including, without limitation: (a) not to cause or permit anything which may damage or endanger the Intellectual Property or other intellectual property of the Principal or the Principals title to it or assist or allow others to do so; (b)to notify the Principal of any suspected infringement of the Intellectual Property or other intellectual property of the Principal and to take such reasonable action as the Principal may direct at the expense of the Principal in relation to such infringement; (c) not to use the Intellectual Property otherwise than permitted by this Agreement; (d)not to use any name or mark similar to or capable of being confused with the Intellectual Property; (e) not to use the Intellectual Property except directly in the course of the Activities;

(f) not to use any of the Intellectual Property or any derivation thereof in its [trading or corporate] name; (g)to compensate the Principal for any use by the Agent of the Intellectual Property otherwise than in accordance with this Agreement; (h)to indemnify the Principal for any liability incurred to third parties for any use of the Intellectual Property otherwise that in accordance with this Agreement; and (i) on the expiry or termination of this Agreement, forthwith to cease to use the Intellectual Property. 3.1.4. Not to describe itself as the agent or representative of the Principal except as expressly authorized by this Agreement; 3.1.5. Not to pledge the credit of the Principal nor to subject the Principal to any other financial liability without the express consent of the Principal; 3.1.6. Not to make any profit (direct or indirect) other than by means of the Agency Fee, when carrying out the Agents obligations and responsibilities as set out in this Agreement; 3.1.7. In all matters to act loyally and faithfully toward the Principal; 3.1.8. To obey and discharge all instructions, orders, directives and statements of the Principal as may be issued from time to time in relation to the carrying out of the Agents obligations and responsibilities as set out in this Agreement and in the absence of any such instructions, orders, directives or statements in relation to any particular matter, to act in such manner as the Agent ought reasonably to have considered to be most beneficial to the Principal; 3.1.9. To prepare and submit such reports (including, without limitation, sales reports, forecasts, projections and returns) as the Principal may require in respect of the execution of all work for the Principal; 3.1.10To maintain accurate and separate records and accounts for all work carried out for the Principal pursuant to this Agreement, which shall be inspected

by the Principal from time to time; 3.1.11Not to assign, charge or otherwise deal with this Agreement in any way without the express prior written consent of the Principal; 3.1.12To permit the Principal to inspect and make copies of all things material to the performance of all work done for the Principal and for this purpose to enter any premises used in connection with the discharge of the Agents responsibilities and obligations under this Agreement; 3.1.13To comply and ensure compliance with all applicable laws, legislation, regulations, rules, guidelines and directives (including, without limitation, the receipt of any relevant licenses, consents, approvals and permits) in respect of the carrying out and completion of all work done for the Principal; 3.1.14Not to make any representations to customers or to give any warranties other than those contained in any standard terms and conditions laid down by the Principal from time to time; 3.1.15Not to employ sub-agents without the consent of the Principal; 3.1.16To be responsible for the activities of any appointed sub-agent; and 3.1.17To ensure that the Gross Sales shall not fall below the Minimum Sales. 4. PRINCIPALS OBLIGATIONS 4.1 Subject to the Agents performance of its obligations and responsibilities herein, the Principal agrees with the Agent throughout the Term as follows; 4.1.1 The Principal shall pay the Agency Fee to the Agent within days of the delivery of the Products to the Customers and receipt of the Gross Sales by the Principal, whichever is the later; 4.1.2 Neither itself nor through any other agent lawfully acting for it directly or indirectly to infringe the Rights; 4.1.3 Not to derogate from the Rights; 4.1.4 To maintain, at its own costs, a comprehensive insurance policy to cover the liability of the Principal in respect of any act or default for which it may become liable to indemnify the Agent under Clause 5.1;

4.1.5 Subject to the performances by the Agent of all its obligations herein, to allow the Agent credit up to and in accordance with the provisions of the Credit Limit; 4.1.6 To keep the Manual up to date and in the case of loss or damage to the Manual in the possession of the Agent, to provide a further copy of the Manual at the expense of the Agent; and 4.1.7 Subject to the provision of Clause 3.1.3, to maintain the Intellectual Property during the Term and not to cause or permit anything which may damage or endanger it or the Principals title to it or assist or suffer others to do so or to consult with the Agent in the event that any of the Intellectual Property is endangered for any reason; 5. INDEMNITIES 5.1 Indemnity by Principal to Agent 5.1.1 The Principal shall indemnify and keep indemnified the Agent, its employees and servants from and against all suits, actions, demands, damages, losses, liabilities (whether criminal or civil), expenses and cost whatsoever arising under any laws of Malaysia to which the Agent, its employees or servants may be subjected by reason of injury to or the death of any person, firm or corporation in any manner due to, arising out of or in the course of or by reason of the carrying out of the Activities or the representation or holding out by the Agent as an agent of the Principal and resulting from; (a) any act, neglect or default of the Principal or its agents, employees, licensees or customers; (b) the proven infringement of the intellectual property rights of any third party; (c) any successful claim by any third party alleging libel or slander in respect of any matter arising from the Activities; UNLESS the same is due to any act, neglect, omission or fault of the Agent, its employees, servants, agents and invitees of the Agent, or a breach of this Agreement by the Agent, or a misrepresentation of the Agreements authority or

arisen after the termination or cessation of this Agreement in which case the indemnity shall be null and void and of no effect. 5.2 Indemnity by Agent to Principal 5.2.1 The Agent shall indemnify and keep indemnified the Principal, its employees and servants from and against all suits, actions, demands, damages, losses, liabilities (whether criminal or civil), expenses and cost whatsoever arising under any laws of Malaysia to which the Principal, its employees or servants may be subjected by reason of injury to or the death of any person, firm or corporation in any manner due to, arising out of or in the course of or by reason of the carrying out of the Activities or the representation or holding out by the Agent as an agent of the Principal and resulting from any breach of this Agreement by the Agent, including, without limitation: (a) any act, neglect or default of the Agent or its agents, employees, licensees or customers; (b)breaches resulting in any successful claim by any third party alleging libel or slander in respect of any matter arising from the Activities; UNLESS the same is due to any act, neglect, omission or fault of the Principal, its employees, servants, agents and invitees of the Principal, or a breach of this Agreement by the Principal, or a misrepresentation of the Agreements authority or arisen after the termination or cessation of this Agreement in which case the indemnity shall be null and void and of no effect.

6. RESTRICTIONS ON AGENT 6.1 For so long as this Agreement is in force the Agent shall not: 6.1.1 either directly or indirectly, be involved within the Territory in a business similar to or competing with the Business; 6.1.2 either directly or indirectly, be involved in a business similar to or competing with the Business;

6.1.3 make any representations, statements or warranties about the Products other than those which are expressly permitted by this Agreement or which the Principal may prior approve in writing; and 6.1.4 tamper with any markings or name plates or other indication of the source of origin of the Products which may be places by the Principal or the supplier/manufacturer thereon. 7. RETENTION OF TITLE 7.1 The Products delivered by the Principal to the Agent shall remain the sole and absolute property of the Principal as legal and equitable owner until such time as all monies due to the Principal have been paid but the Agent shall assume all risks over the Products from the time the Products are delivered to it. The Principal may for the purpose of examination for recovery of the Products enter upon any premises where they are stored or where they are reasonably thought to be stored.

7.2

8. FORCE MAJEURE 8.1 The Principal shall not be liable to the Agent for any loss by the Agent caused by the failure of the Principal to observe the terms and conditions of this Agreement and on its part to be observed and performed where such failure is occasioned by any cause beyond its reasonable control including, but without limiting, the generality by its failure to supply or delay in supplying any of the products or for any other cause whatsoever, including war, insurrection, fire, flood, earthquake, strikes, lock-outs, the unavailability of raw materials, delays in transport, break-downs in machinery, refurbishment of location, restriction or prohibitions or other action by any government or semi-government authorities or embargoes.

9. RIGHT OF TERMINATION 9.1 Upon the happening of any of the events set out below the Principal may at its opinion forthwith or at any

9.2

time thereafter by fourteen (14) days prior notice in writing given to the Agent terminate this Agreement and to revoke the agency herein created without prejudice to any other remedy the Principal may have against the Agent. The events giving rise to a right of termination are as follows: 9.2.1 if and whenever there shall be a breach of or non observance or non performance of any of the covenants or conditions contained herein and on the part of the Agent and/or its employees to be observed and performed including failure to pay any of the fees and payment herein stipulated and such breach continues for fourteen (14) days after service by the Principal of a notice on the Agent requiring him to remedy the same and informing him that if he does not remedy the same this Agreement may be terminated. 9.2.2 Any judgement obtained against the Agent remains unsatisfied for more than fourteen (14) days or the Agent shall have its property seized under any distress or execution process, makes any arrangements with or assignment for the benefit of its creditors or becomes a bankrupt or is the subject of any winding up proceedings or makes any arrangements or composition with its creditors. 9.2.3 The Agent has a receiver or a receiver and manager appointed over the whole or in part of its property or undertake or has an official manager appointed pursuant to the provisions of the Companies Act 1965 or any other legislation in substitution therefore or a special administrator appointed pursuant to the Pengurusan Danaharta Nasional Berhad Act 1998. 9.2.4 The Agent defaults in performing or observing any terms, covenants or conditions to be observed or performed by it under any mortgage or other encumbrance over the assets of the Agent and such default materially affects the ability of the Agent to performs its obligations under this Agreement. 9.2.5 The Agent being a partnership changes its membership without the prior written approval

9.3

of the Principal or is terminated or dissolved except in the event of death of a partner. 9.2.6 Where the Agent is a corporation, the control of the Agent by the shareholders who are shareholders as at the date of this Agreement is passed by them to other persons or corporation without the prior written approval of the Principal first being had and obtained. 9.2.7 The Agent being a natural person becomes of unsound mind or infirm or becomes a drug addict or an alcoholic, meaning that he habitually uses drugs or intoxicating liquor to such an extent that he has lost the power of self control with respect to drugs or intoxicating liquor. 9.2.8 After service by the Principal upon the Agent of two or more notices for a breach of the same covenants of conditions which on its part the Agent is to observe and perform by the terms of this Agreement. Notwithstanding anything in this Agreement, the Agent and the Principal may terminate this Agreement by mutual agreement.

10.

TERMINATION CONSEQUENCES 10.1 On the expiry or termination of this Agreement for whatever reason the Agent undertakes as follows: 10.1.1 to dispose of all Products in hand in accordance with the Principals instructions; 10.1.2 to procure the transfer of all relevant telephone/facsimile numbers to such person as the Principal directs; 10.1.2.1 to destroy all stationery used in connection with the Activities; 10.1.2.2 to return to the Principal all samples and promotional and advertising material used in connection with the Activities; 10.1.2.3 forthwith to cease to use the Intellectual Property and to execute such confirmation of cessation of use of the Intellectual Property as is required by the Principal; 10.1.2.4 to return to the Principal all originals and copies of all documents and information

10.2

10.3

10.4

10.5

10.6

in any form containing or covering in any way any part of the Intellectual Property; and 10.1.2.5 forthwith to cease the conduct of the activities. Within seven (7) days of the receipt of any notice terminating this Agreement, the Agent shall: 10.2.1 supply to the Principal as complete and accurate an account as possible of the conduct of the Activities up to the notified date of termination of this Agreement or the actual date of cessation of the Activities, whichever is the later (including, without limitation, a comprehensive stock-check and estimated turnover to such date); and 10.2.2 pay to the Principal any sums appearing to be due to the Principal in accordance with this Agreement on the basis of the aforesaid account. The Agent shall remain liable to: 10.3.1 pay to the Principal any monies payable under this Agreement as if it remained in full force and effect until the Agent ceases to conduct the Activities if the Agent continues to conduct the Activities after the notified date of termination of this Agreement and in breach of such notice and of this Agreement; and 10.3.2 report regularly to the Principal in the manner set out in this Agreement. All freight charges incurred by the Principal in the acquisition of the Agents unsold Products shall be paid by the Principal and the Principal shall be entitled to set off or apply any monies payable by it to the Agent towards any reduction of any monies then due by the Agent to the Principal. The Agent shall and hereby permits and authorizes the Principal, its servants or agents to have reasonable access to the location at which the fixtures, fittings and unsold stock are kept to inspect and to take over possession of any items if purchased. The Agent shall be entitled to the Agency Fee only in respect of orders obtained by it and transmitted to the Principal before the notified date of termination and not in respect of orders transmitted to the Principal after that date notwithstanding that the Agent shall

have been responsible in whole or in part for the placing of such orders with the Principal. 11. NOTICES 11.1 All notices to be given under this Agreement shall be in writing and may be delivered to or sent by prepaid priority post or facsimile transmission to the address shown in this Agreement of the Party to whom the notice is given. Every notice shall be deemed to have been received and given 48 hours after the actual date of posting, or if delivered on the date of delivery, or if sent by facsimile transmission upon proof of successful transmission. 12. WAIVER AND SEVERANCE 12.1 Any failure by the Principal to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement. 12.2 In the event that any provisions of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the Party shall amend that provision in such reasonable manner as would achieve the intention of the Party or at the discretion of the Principal it may be severed from this Agreement and the remaining provisions remain in full force and effect unless the Principal decides that the effect of such severance is to defeat the original intention of the Parties in which event the Principal shall be entitled to terminate this Agreement.

13.

ACKNOWLEDGEMENT OF AGENT 13.1 The Agent acknowledges that prior to having executed this Agreement it has carefully read the provisions of this agreement and has understood them and has not

relied upon any statement, representation or waiver made by the Principal or its servants, agents other than as set out herein. 14. ENTIRE AGREEMENT 14.1 This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter of this Agreement and mergers all prior discussion between them and neither of the Parties shall be bound by any conditions, definitions, warranties or representations with respect to the subject matter of this Agreement other than as expressly provided in this Agreement duly set forth or subsequent to the date hereof in writing and signed by a proper and duly authorized representative of the Party to be bound thereby. 14.2 This Agreement supersedes any prior agreement between the Parties whether written or oral and any such prior agreement is cancelled as at the commencement date but without prejudice to any rights which have been accrued to any of the Parties. 15. GOVERNING LAW AND JURISDICTION 16.1 This Agreement shall be governed by Malaysian law in every particular including formation and interpretation. 16.2 Any proceedings arising out of or in connection with this Agreement may only be brought in a court of competent jurisdiction in Malaysia. 16. TIME OF THE ESSENCE 17.1 Time shall be of the essence wherever mentioned in this Agreement.

17.

VARIATION

18.1 A variation of any term of this Agreement must be in writing and signed by both of the Parties. 18. COST AND EXPENSES 19.1 The Agent shall bear the stamp duty payable in respect of this Agreement. 19.2 Each Party shall bear its own solicitors costs and expenses in respect of the preparation and execution of this Agreement and all ancillary documents. 19. FURTHER ASSURANCES 20.1 Each Party must do all things necessary (including, but not limited to, executing all documents) to give effect to this Agreement. 20. ASSIGNMENT 21.1 No Party may assign its rights under this Agreement without the prior written consent of the other Party. 21. COUNTERPARTS

This Agreement may be executed in any number of counterparts:22.1 all of which, taken together, shall constitute one and the same instrument; and 22.2 the execution by a Party off any of which shall constitute execution by that Party of all such counterparts. 22. BINDING EFFECT 23.1 This Agreement shall be binding on the heirs, personal and legal representatives, estate, successors-in-title and permitted assigns (where applicable) of the Parties.

23.

NO PARTNERSHIP 25.1 Nothing contained in this Agreement shall constitute or to be deemed to constitute a partnership between the Parties and none of the Parties shall have any authority to bind or commit the other save as authorized by this Agreement.

IN WITNESS WHEREOF the Parties hereto have hereunto set their respective hands the day and year first above written.

Signed by for and on behalf of S in the presence of: . Name: NRIC: Signed by for and on behalf of O In the presence of : .. Name: NRIC:

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

1. 2. 3. 4.

SCHEDULE Commencement Date day of..20.. Expiry Date day of..20.. Minimum Sales Ringgit Malaysia for a period of . months Products/Net Selling Price

5. 6. 7. 8. 9.

Territory Activities Business Credit Limit Intellectual Property

10 .

Mandate

Time: days from the date of .. Value: Ringgit Malaysia . at any time in respect of invoiced/delivered All or any of the following: (a) [Trade] Mark: (b)Trade Name: (c) Patents: (d)Know-How: (e) Copyright: (f) Designs: (g)Software: (h) No power to bind the Principal Or The power to bind the Principal in the Activities in the Territory during the Term to the extent of ..

11 . 12 . 13 .

Manual Services Rights The [either sole , exclusive or nonexclusive] right only to carry on the Activities for the Term in the Territory using the Intellectual Property.