ABCD Appendix 1 General Terms of Engagement

These General Terms of Engagement apply to the delivery of the services by KPMG to a client pursuant to a letter enclosing these General Terms of Engagement and recording the engagement (the Engagement Letter). These General Terms of Engagement apply to each engagement undertaken by KPMG unless KPMG agrees with the Client to vary or exclude them. In any event of inconsistency between these General Terms of Engagement and the Engagement Letter, the terms of the Engagement Letter shall prevail. 1 Definitions The meaning of the following words and phrases, which are widely used in these General Terms of Engagement, shall be as set out below: Client or You (and derivatives) the addressee of the Engagement Letter and includes your successors. Engagement means the particular engagement specified in the Engagement Letter or its subject matter (as may be amended or varied). 2.6 Engagement Team means the KPMG Person or KPMG Persons assigned for the purposes of undertaking the Engagement. KPMG or we (or derivatives) the KPMG contracting party as identified by our letterhead and includes our successors. KPMG Persons the KPMG contracting party, each and all of our partners, directors, employees and agents, as the case may be, together with any other body or entity controlled by us or owned by us or associated with us and each and all of its partners, directors, employees and agents and KPMG Person shall mean any one of them. Services - the services to be delivered by us under the Engagement Letter. Services Contract this General Terms of Engagement and the Engagement Letter, together with any documents or other terms applicable to the Services (Additional Terms) to which specific contractual reference is made in the Engagement Letter. The expression this Services Contract means this Services contract, as varied from time to time in accordance with its terms. 2 2.1 General KPMG will perform the Services and provide the deliverables (the Deliverables) to the Client as 4 4.1 specified in the Engagement Letter and any subsequent amendments thereto as agreed between KPMG and the Client. 2.2 This Services Contract forms an integral part of the Engagement and will govern the performance of the Services. Any reference to a specific written law or any general reference to written laws include any statutory extension, modification, amendment or reenactment of it or them and any regulations, orders or other subsidiary legislation made under it or them. Words importing one gender include all other genders and words importing the singular include the plural and vice versa. The clause and paragraph headings in the Services Contract do not form part of the Services Contract and shall not be taken into account in its construction or interpretation. If at any time you would like to discuss with us how our services could be improved or if you are dissatisfied with them, you are invited to contact the partner or director, as the case may be, identified in the Engagement Letter. If your issue is not resolved you should contact our Senior Partner, by writing to him at our address as stated in the Engagement Letter. We will investigate any issue promptly and do what we can to resolve the difficulties. Draft reports Where the Engagement entails the production of report(s) by KPMG, KPMG may make available draft reports (including but not limited to notes and discussion papers) (Draft Reports) for discussion with the Client. These Draft Reports are for discussion purposes only and are subject to amendments, if any, prior to finalisation. These Draft Reports do not constitute deliverables resulting from Services to be performed by KPMG under this Services Contract; and the Client agrees that care will be taken by the Client to prevent the unwarranted distribution of such Draft Reports to persons other than the individuals within the Clients organisation who are reasonably expected within the context of the engagement to receive the said Draft Report. Final report The official copy of the final report that qualifies as Deliverables which results from this Services

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Contract shall be the printed version on paper (hard copy) signed by an authorised KPMG official (the Final Report). Any materials denoted as the Final Report but which is not printed on a physical medium and is instead stored or displayed on a computer (soft copy) does not constitute the said Deliverables. This clause shall survive the termination or discharge of this Services Contract. 4.2 For the avoidance of doubt, where the payment schedule detailed in the Engagement Letter is sequenced in accordance with completion, submission or delivery of Draft or Final Reports, it does not in any way diminish the effect of the stipulation that Draft Reports do not constitute Deliverables as defined herein. KPMG shall not be under any obligation in any circumstances to update any advice, report or Deliverables, for events or transactions occurring subsequent to the date of the issue of the advice, report or Deliverables. If KPMG agrees to provide such update, it will form a new and separate engagement on separate terms to be agreed between the parties. Restriction on usage KPMG undertakes no responsibility in any manner whatsoever to any party, other than the Client, in respect of any advice or information to be set out in report(s) produced by KPMG, including any error or omission therein, howsoever caused. 6.4 5.2 All KPMGs reports on this engagement are prepared at the request of the Client and will be exclusively for the sole purpose of this engagement and, should not be used for any other purpose. They are also not for general circulation or publication nor are they to be reproduced, either in part or in full, for any other purpose without the prior written consent of KPMG. KPMG does not assume any responsibility or liability for losses, however occasioned to the Client or any other party, as a result of circulation, publication, reproduction or use of the said reports contrary to the provisions of these paragraphs. If the Client has obtained KPMGs approval for the circulation or publication of the report(s) produced by KPMG, the Client agrees that the Indemnity provided by the Client to KPMG under this Services Contract shall apply to any loss, damage or penalty that may be sustained by KPMG as a result of the circulation or publication of the said report(s), and the provision of this Indemnity shall not cease in the event a separate indemnity is obtained from the third party recipient of the said reports(s) for the benefit of KPMG. This clause shall survive the termination or discharge of this Services Contract. 6.2 6 6.1 Information To enable KPMG to perform the Services, the Client shall supply promptly all information and assistance and all access to documentation necessary or relevant to the Engagement in the Clients possession, custody or under the Clients control and to personnel under the Clients control upon the request by KPMG or where required by KPMG. The Client shall use their best endeavours to procure these supplies where not in the Clients possession or custody or under the Clients control. The Client shall inform KPMG forthwith of any information, circumstances or developments which may come to the Clients notice and which might have a bearing on or be relevant to the Services. KPMG shall not be held responsible if information material to KPMGs task is not provided timeously, or if the Client fails to comply with the provisions of clause 6.1 and as a result KPMG is unable to carry out the work or to complete the Services within the timeframe agreed with the Client. Because of the importance of managements representations to the effective performance of KPMGs services, the Client will release KPMG and its personnel from any liabilities, costs and expenses relating to the services provided by KPMG under this Services Contract attributable to any misrepresentations made to KPMG during its engagement. It cannot be assumed that information which may have been provided to KPMG Persons who are not participating in the Engagement is automatically available to the KPMG Persons participating in the Engagement (hereinafter, Engagement Team Members). Accordingly, it is important that all information which has a bearing on this Engagement should be provided directly to the Engagement Team Members even if it has already been provided to other KPMG Persons. The Client acknowledges and agrees that KPMG may, in performing its obligations pursuant to this Services Contract, be dependent upon and may be using data, material, and other information furnished by the Client and if applicable, by the Clients advisers (such as but not limited to auditors, solicitors and valuers), without any independent investigation or verification thereof, and that KPMG shall be entitled to rely upon the accuracy and completeness of such information in performing the Services. In any event, KPMG will not be responsible or liable if information material to KPMGs task is withheld or concealed from KPMG or wrongly represented to KPMG.

4.3

6.3

5 5.1

5.3

6.5

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7 Subpoena or any other request or process In the event KPMG is required pursuant to any subpoena or any other request or process to produce its working papers or any other documents or to assist in or provide explanations relating to this Engagement in any judicial or any other proceedings, the Client shall reimburse KPMG at standard billing rates for its professional time and expenses, including all legal costs, in responding to such subpoena, request or process. 8 8.1 Confidentiality Confidential Information means all documents, software and documentation, reports, financial or other data, records, forms, tools, products, services, methodologies, present and future research, technical knowledge, marketing plans, trade secrets, and other materials that KPMG and the Client provide to each other in the course of the engagement, whether tangible or intangible and whether or not stored, compiled, or memorialised physically, electronically, graphically, in writing or by any means now known or later invented. Confidential Information includes, without limitation, records and information: (i) that have been marked as proprietary or confidential; (ii) whose confidential nature has been made known; or (iii) that due to their character and nature, a reasonable person under like circumstances would treat as confidential. Notwithstanding the foregoing, Confidential Information does not include information or work product developed during performance of this Service contract which: (i) is already known to the other party to whom it is disclosed to, at the time of disclosure; (ii) is or becomes publicly known through no wrongful act or failure of the other party; (iii) is independently developed without benefit of the Confidential Information of the other party; (iv) is received by or from a third party not in breach of an obligation of confidentiality; or (v) relates to the identity of the Client whom KPMG is providing Services for and the synopsis of Services provided. Each party agrees to protect the Confidential Information of the other party at all times and in the same manner as each protects the confidentiality of its own proprietary and confidential materials, but in no event with less than a reasonable standard of care. Neither party shall use or disclose to any person, firm or entity any Confidential Information without the express, prior written permission of the other party, except in relation to disclosure of Confidential Information for the following purposes as herein agreed by the Client: (i) KPMG may share Confidential Information with other member firms of KPMG International in the course of and for the purpose of delivering the agreed Services. KPMG may share Confidential Information with KPMGs subcontractors in the course of and for the purpose of delivering the agreed Services, provided that confidentiality arrangements have been procured with the subcontractors. KPMG processes client information using KPMGs electronic communications systems, knowledge management, and information technology facilities and applications in its audit and other client service engagements. In connection with that use, the Clients data (including Confidential Information) may be transferred across national borders and processed or stored in remote locations. KPMG and KPMG International take reasonable steps to preserve the confidentiality of such data. KPMG may disclose Confidential Information as necessary to perform normal review processes, such as second partner review or a quality review program performed on behalf of KPMG International and/or KPMGs regional KPMG governing body. KPMG may disclose Confidential Information, as necessary, to its insurers or legal advisors, in which event KPMG shall do so in confidence only. For the purposes of delivering services to Client or other clients, KPMG and other member firms of KPMG International shall be entitled to use, develop and share with each other knowledge, experience and skills of general application gained through performing the services. KPMG may share Confidential Information with KPMG International and its member firms in order to improve KPMGs understanding of clients and their business processes and metrics, and to develop KPMGs intellectual capital. To the extent that intellectual capital derived from client data is disclosed to third parties (for example, in white pages or reports regarding industry-wide developments), such information is rendered anonymous and not subject to association with any identifiable client.

(ii)

(iii)

(iv)

8.2

(v)

(vi) 8.3

(vii)

8.4

(viii) KPMG may share Confidential Information within KPMG and with KPMG International and its member firms in order to allow KPMG to identify and offer to the Client additional services or products that may be of interest to the Client. (ix) For the purposes of marketing and publicising or selling services, and/or for the purposes of presentation to the Client or for the internal use of KPMG, KPMG International and its member firms

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may disclose that it has performed services for Client, in which event it may identify Client by name and/or its logo and will indicate only the general nature or category of such services and any details that have properly entered the public domain. Notwithstanding the foregoing, Confidential Information may be disclosed to the extent required by law, regulatory authority, or court order, provided that the party owning such Confidential Information is given reasonable notice (to the extent permitted by law) and opportunity to seek to prevent or limit its disclosure and the obligation of KPMG to observe confidentiality restrictions herein shall terminate three years after the expiration or termination of this Services Contract. This clause shall survive the termination or discharge of this Services Contract. 9 9.1 Indemnity In consideration of KPMG agreeing to act, the Client hereby agree to indemnify KPMG and KPMG Persons and at all times to keep the same indemnified from and against all actions, proceedings, losses, claims, demands, expenses, costs and damages whatsoever which may be incurred or suffered by KPMG or to which KPMG may be or become liable by reason of this Services Contract or which is otherwise connected with such matters and in particular (but without prejudice to the generality of the foregoing) the Client hereby agree to indemnify KPMG and keep KPMG indemnified against all actions, proceedings, losses, claims, demands, expenses, costs and damages arising directly and indirectly out of the carrying out by KPMG of the duties and responsibilities of the aforesaid appointment. This indemnity shall apply whether or not this Services Contract is valid and effective and whether or not any act done by either party shall constitute an infringement or non-observance of the rights or alleged rights of any person and shall continue to apply notwithstanding the termination or discharge of KPMGs appointment. Statement of entire contract and provision for modification to contract This Services Contract forms the entire agreement and understanding between the parties with respect to the subject matter hereof. This Services Contract supersedes all previous arrangements and understanding between the parties with respect to the subject of this letter, which shall cease to have any further force or effect. Any variation to the terms of this letter shall be made in writing and will not be effective unless signed by duly authorised representatives of KPMG and the Client. . In the event of any inconsistency between the Engagement 11 Letter and any other elements of the Service Contract, the Engagement Letter shall prevail. In the event of any inconsistency between these General Terms of Engagements and Additional Terms that may apply, the Additional Terms shall prevail. Severability If any of the clauses of this Services Contract or any part of any clause thereof is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, the remaining provisions of this Services Contract shall remain in full force and effect.

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Exclusion of liability In conducting the Services, KPMG and KPMG Persons shall have no liability for any indirect or consequential loss suffered or occurred by the Client (including but not limited to loss of profits and opportunity costs). KPMG and KPMG Persons shall not be liable in respect of any losses, liabilities, damages, costs, charges or expenses directly or indirectly arising from the Engagement to the extent that such losses liabilities, damages, costs, charges or expenses were directly or indirectly caused by any negligence, fraud, misrepresentation or other willful default by the Client or any persons employed by the Client or acting on the Clients behalf. No terms of this Services Contract shall benefit or create any right or cause of action in or on behalf of any person or entity other than the Client and KPMG. The provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise. This clause shall survive the termination or discharge of this Services Contract.

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Force majeure Neither party shall be required to perform any term, covenant, or condition of this Services Contract so long as such performance is delayed or prevented by force majeure, which shall mean any acts of God, wars, governmental laws, orders, requirements or actions, enemy or hostile governmental actions, strikes, lockouts, labour or employment difficulties, civil commotion, fires, floods, accidents or breakdowns, or any other casualties or conditions which are beyond the reasonable control of either party and not due to the fault or negligence of such party. If, as a result of any of these conditions, either party fails to perform any obligations specified in this Services Contract and gives written notice of the same to the other party as soon as practicable of their occurrence, then such failure shall not be deemed a breach or default; and the

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applicable time periods in which to perform shall be extended, but only to the extent and for the period such condition exists. If a force majeure condition should persist beyond a reasonable time frame, both parties shall have the option of terminating this Services Contract and the provisions of termination in this Services Contract shall apply. 14 14.1 Limitation of liability The Client agrees that the aggregate liability to the Client of KPMG for any direct loss or damage suffered by the Client arising from or in connection with the Services provided in connection with the Engagement, however the direct loss or damage is caused, including KPMGs negligence but not its wilful default, will be limited to the amount of fees paid by the Client to KPMG on this Engagement. No terms of this Services Contract shall benefit or create any right or cause of action in or on behalf of any person or entity other than the Client and KPMG. The provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise. The Client shall not bring any claim personally against any individual director, employee or agent, as the case may be, of KPMG in respect of loss or damage suffered by the Client arising out of or in connection with the Services. Subject to Clause 14.1, this restriction shall not operate to limit or exclude the liability of KPMG for the acts or omissions of its directors, employees or agents under this Engagement. This clause shall survive the termination or discharge of this Services Contract. Independence Where KPMG has commenced performing Services for the Client and subsequently identify circumstances or conflict of interest situations which may prejudice KPMGs independence in relation to that or other work we perform for the Client, the parent company of the Client or any affiliate within the company structure of the Client, KPMG may need to cease work on the engagement. Where this occurs KPMG will seek to resolve the situation as quickly as possible and will seek a solution that allows KPMG to continue with the engagement. Such solutions may include the imposition of safeguards or barriers such as ethical dividers, separate teams, geographical separation, and operational independence. In the event that KPMG considers the situation cannot be resolved even with the imposition of safeguards, KPMG may have to terminate the Services which shall take effect immediately on written notice been given but 17 KPMG shall consult the Client prior to taking that step. The Client agrees that KPMG, its employees, directors, partners, agents and successors shall not be liable to the Client for any action, damages, claims, liabilities, costs, expenses or losses in any way arising out of KPMG ceasing work on the engagement and/or termination of the Services as a result of a circumstance or conflict of interest situation which prejudices KPMGs independence in relation to the Services. Communication by internet electronic mail (internet mail) Because of the open, insecure and unreliable nature of internet email, it is KPMGs policy to communicate with clients by internet email only if the client has specifically requested us to use this method of communication in accordance with this Services Contract. If the Client chooses to communicate with KPMG by internet email, the Client recognise and accept the risks associated with that method of communication including (but without limitation) lack of security, unreliability of delivery and possible loss of confidentiality and privilege. KPMG will accept no responsibility or liability in respect of risks associated with the use of internet email, including any damage or potential damage to the Clients computer systems, or the data stored on those systems, as a result of viruses or other problems introduced as a result of communication by internet email. Further, the insecure nature of internet email means that any statement contained in an internet email should not be relied upon unless it is confirmed in writing on KPMG letterhead. Intellectual property In performing the Services, KPMG may apply certain software, ideas, models, templates, methodologies, instruments including software, concepts, know-how, tools, techniques or other proprietary materials or information which are owned by KPMG. As between KPMG and the Client, all such items remain, and its resulting output (including, without limiting the generality of the foregoing, software, methodologies, templates, flowcharts, architecture designs, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, service marks, ideas, concepts, knowhow, techniques, knowledge or data, and any derivatives thereof) will be the copyright and intellectual property of KPMG (collectively, Intellectual Property Subject Matter) without in any way limiting the right of the Client to use the resulting output for the specific purposes under the Engagement Letter. For the avoidance of doubt, the parties agree that KPMG, as owner of the Intellectual Property Subject Matter that may be

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contained in the deliverables, has the right to create and use derivative works derived from the deliverables for itself and its other clients, so long as in doing so KPMG does not disclose the identity of the Client or Confidential Information. The Client warrants that it shall not disclose, provide access to, disassemble, decompile, reverse engineer, or modify any Intellectual Property Subject Matter to a subsidiary, affiliate or third party without the prior, written consent of KPMG. This clause shall survive the termination or discharge of this Services Contract. 22 18 Anti-Money Laundering Act 2001 KPMG wishes to bring to the Clients attention KPMGs specific reporting obligations under section 14(b) of the Anti-Money Laundering Act 2001 (the AMLA 2001) and read together with section 20 of the AMLA 2001 requires KPMG to report any transactions that KPMG has reason to suspect involves proceeds of any unlawful activity as KPMG has a legal obligation to report suspicions of money laundering. If such circumstances arise, KPMG is compelled by law to report its suspicions to the Financial Intelligence Unit in Bank Negara Malaysia without alerting the Client on the same. In such event, KPMG shall not be liable to any civil, criminal or disciplinary proceedings for the disclosure of any information in any report of suspicious transactions made by KPMG in good faith. 19 Proprietary nature of letter of engagement 24 This Services Contract is prepared for the sole and exclusive use of the party or organisation to which it is addressed and is, therefore, considered to be proprietary by KPMG and may not be made available to anyone other than the addressee or persons within the addressees organisation who are designated to evaluate or implement the proposal. This Services Contract may be made available to other persons or organisations only with the permission of the KPMG office issuing the proposal. This clause shall survive the termination or discharge of the letter of engagement. 25 20 Change of engagement personnel KPMG may alter the composition of the Engagement Team in consultation with the Client, if KPMG considers this to be necessary for the performance of this Services Contract. In the event such changes are made, the quality of the Services to be provided and the continuity of the Services will be maintained. 21 Non-solicitation of employees Neither party shall, during the term of this Services Contract and for one (1) year after its discharge or 26 Either party can terminate the Services Contract or suspend its operation in the manner set out in the Engagement Letter and if it is not provided in the Engagement Letter by giving 30 days prior notice in writing to the other at any time. Termination or suspension under this clause shall be without prejudice to any rights that may have accrued for either party before termination or suspension and all sums due to KPMG shall become payable in full when termination or suspension takes effect. Waiver Extraneous factors affecting implementation of the Engagement There may be circumstances that warrant a variation of the scope of work or an extension in the duration of the Engagement due to unforeseen situations or external factors that are beyond control of KPMG or the Client. Where such circumstances arise, KPMG will seek the agreement on the need to revise the scope, timetable or fees for the Engagement, and the agreement of the Client should not be unreasonably withheld. Termination of the engagement termination, solicit for hire as an employee, consultant or otherwise, whether directly or indirectly, any of the other party's employee who have had direct involvement with the Services, without such other party's express written consent. In the event one party breaches this clause, that party shall compensate the other party a monetary sum equivalent to one time the annual salary of the employee in issue (based on the salary of the employee prior to the employees resignation of employment from the latter party). Involvement of third parties in performing the Engagement Where it is determined that third parties are required to participate in this Engagement, such third party participation may only be allowed if the Client and KPMG mutually agrees thereto. In relation to this clause, KPMG will not be required to seek the agreement of the Client if KPMG engages the participation of KPMG Personnel from other member firms of KPMG International. 23 Changes in scope of work KPMG will inform the Client of the effect on fees and/or the schedule that will result from changes requested by the Client or deemed necessary by KPMG that affect the scope or duration of the Services or nature of the Deliverables. Such changes in scope shall be accepted in writing by representatives from both parties.

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No failure or delay by either party in exercising any right, power or privilege under this Services Contract shall operate as a waiver of it nor shall any single or partial exercise by that party of any right, power or privilege preclude any further exercise of it or the exercise of any other right, power or privilege. 27 Rights cumulative The rights and remedies provided in this Services Contract are cumulative and not exclusive of any rights and remedies provided by law. 28 Binding nature and assignment This Services Contract will be binding on the parties hereto and their respective successors and assigns; provided, however, that neither party may, nor will it have the power to, assign this Services Contract without the prior written consent of the other. 29 Relationship of parties It is understood and agreed that each of the parties hereto is an independent contractor and that neither party is, nor shall be considered to be, an agent, distributor, fiduciary or representative of the other. Nothing in this Services Contract shall be deemed to constitute a partnership between the parties. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. 30 30.1 Client responsibility in making decisions Notwithstanding the duties and responsibilities of KPMG in relation to the Services, the Client shall retain responsibility and accountability for: (i) the management, conduct and operation of the business and affairs of the Client; (ii) deciding on the Clients use of, choosing to what extent the Client wishes to rely on, or implementing advice or recommendations or other product of the Services supplied by KPMG; (iii) making any decision affecting the Services, any product of the Services, the Clients interests or affairs; and (iv) the delivery, achievement or realization of any benefits directly or indirectly related to the Services which require implementation by the Client. The Client undertakes to make such decisions as set out in clause 30.1 above expeditiously so as to facilitate the successful conduct of the Engagement. Where the Engagement relates to the design and/or implementation of financial information systems, the Client acknowledges and warrants that it is responsible for establishing and maintaining a system of internal controls; that it has or will designate a competent employee, preferably within senior management, with the responsibility to make management decisions regarding the information technology engagement; that the management of the Client makes all decisions with respect to the design and implementation of the hardware and software systems, including, but not limited to, decisions concerning the systems to be evaluated and selected, the controls and systems procedures to be implemented, the scope and timetable of the system implementation, and the testing, training and conversion plans; that the management of the Client is responsible for evaluating the adequacy of the results of the information technology engagement; that the Client does not rely on the work by KPMG as the primary basis for determining the adequacy of the internal controls and financial reporting systems of the Client; that the Client is responsible for the operation of the system (hardware or software) and the data used or data generated by the system; and agrees that KPMG makes no representation or warranty with respect thereto. Where the engagement does NOT relate to the design and/or implementation of financial information systems, this clause is not applicable. 32 32.1 Fees and invoices The Client shall pay to KPMG the fees detailed in the Engagement Letter plus applicable taxes and such out-of-pocket expenses as may be incurred by KPMG according to the schedule of payment detailed in the Engagement Letter. Unless otherwise agreed, payment shall be made in Ringgit Malaysia. Invoices not paid within thirty (30) days will be considered delinquent. The delinquent portion of the invoice will be subject to a late charge (before as well as after judgment) equal to one and one half percent (1 1/2%) per month. Without limiting its rights or remedies, KPMG reserves the right to suspend or cease work or resign from this Services Contract for the failure of the Client to make timely payment, and KPMG shall not be responsible for any liability, damages, losses, claims or other consequences whatsoever if such events take place. All fees, expenses and other charges for the Services do not include any sales, service, use, excise, goods and services tax, value added tax or other applicable taxes, tariffs, duties or any other payment that may be due on such amounts at the time of payment, all of which shall be the sole responsibility of the Client and shall be added to the amount invoiced in accordance with applicable laws (excluding any applicable taxes based on the net income of KPMG or taxes arising from the

32.2

32.3 30.2

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Client responsibility in financial information systems engagements

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employment or independent contractor relationship between KPMG and KPMG Personnel). 32.4 In the event that such taxes, tariffs or duties are assessed against KPMG, such taxes, tariffs or duties shall where required by law be included in the invoice and the Client shall pay and/or reimburse KPMG for any such amounts paid and/or to be paid by KPMG or, prior to payment, provide KPMG with valid tax exemption certificates with respect thereto. If the Client is required by law to make any tax deduction, withholding or payment from any amount paid or payable by the Client to KPMG under this Services Contract, the amount paid or payable to KPMG shall be grossed-up to the extent necessary to ensure that KPMG receives and retains, free of liability, a net amount equal to the amount that KPMG would have received and retained had no tax deduction or withholding been made. Governing law and jurisdiction The appointment under this Services Contract is and shall be governed by, and shall be construed in accordance with, the laws of Malaysia and both parties irrevocably submit to the exclusive jurisdiction of the courts of Malaysia in connection with any disputes which may arise in connection with the legal relationships established by this appointment or otherwise in connection with the appointment under this Services Contract.

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