Tuesday, March 26, 2013



THIS AGREEMENT is entered into as of the …………. day of ………………………. ‎between ……………………………….of ……………………………….. ("Investor") of the one part ‎and …………………………., a private limited company duly incorporated under the laws of ‎Malaysia and having a principal place of business at (address???) ‎‎………………………….……………………………………………………. ("Company") of the other part.‎

THE PARTIES HEREBY agree as follows:‎


Investor agrees to enter into this Investment Agreement for the special program ‎hereinafter defined (“Special Program 1”) but upon the several terms and conditions ‎covenants and representations as hereinafter set forth. ‎


‎2.1‎ Upon execution of this Agreement, Investor agrees to invest with Company and ‎pay the sum of Ringgit Malaysia Ninety Thousand Only (RM90,000-00) as an investment ‎sum (“Investment Sum”) for the Special Program 1 hereinafter defined. ‎

‎2.2‎ Unless otherwise agreed by Investor in writing, any additional amount made or ‎paid by Investor to Company after execution of this Agreement, and upon Investor’s ‎agreement, shall be regulated according other terms and conditions stipulated under other ‎special program(s).‎

‎2.3‎ It is further covenanted and agreed by Company that Investment Sum shall be ‎utilized for the Special Program 1 only and for no other purpose without the consent in ‎writing by Investor.‎


‎3.1‎ Company’s Special Program 1 is to fulfill its objective to maximize current income, ‎by way of injecting immediate fund in the form of investment by Investor, without ‎incurring any liability, corporate or otherwise, to Investor. ‎

‎3.2‎ The objective of Special Program 1 is to purchase and import three (3) units of ‎cars of classic models namely: ‎

‎(1) ………… ‎
‎(2) …………‎
‎(3) …………‎

from elsewhere countries, to be delivered into Malaysia, ready and available to be sold to ‎the customers within or without Malaysia, within the time stipulated in Clause 8.0 of this ‎Agreement. ‎

‎3.3‎ Company shall agree to return Investment Sum plus a guaranteed profit of Ringgit ‎Malaysia Thirty Thousand Only (RM30,000-00) which sum shall be paid to Investor within ‎the time stipulated in Clause 8.0 of this Agreement.
‎ ‎ ‎


Company represents and warrants to Investor as of the date hereof (which ‎representations and warranties shall survive the execution, delivery and completion of this ‎Agreement and the funding of the Investment) as set forth below:‎
‎ ‎
‎4.1 ‎ Company is duly qualified to conduct business as it is currently being conducted ‎including possessing all rights, licenses, imported permits (AP) and authorizations now ‎issued or hereafter to be issued by any Governmental Authority in connection with the ‎operation or conduct of Company's business and, except where failure to be qualified ‎would not reasonably be expected to cause, Company is in good standing in which the ‎nature of its business or location of its owned property and assets requires such ‎qualification. ‎

‎4.2 ‎ Company has full power and authority to enter into this Agreement and or each of ‎the other further investment documents, if any, to incur the obligations as hereby ‎contemplated, and to carry out the provisions of this Agreement and each of the other ‎further investment documents, if any. Company has taken all action necessary for the ‎execution and delivery of this Agreement as evidenced by corporate resolution.‎

‎4.3 ‎ Upon execution and delivery by each of the parties thereto, this Agreement shall ‎be the legal, valid and binding obligations of Company and shall be enforceable against ‎Company in accordance with its respective terms.‎

‎4.4 ‎ Company is not a party to nor has been, to Company's best knowledge, ‎threatened by any suits, actions, claims, investigations by Governmental Authorities or ‎legal, administrative, arbitration or mediation proceedings. Company has no knowledge of ‎any basis or grounds for any such suit, action, claim, investigation or proceeding.‎


In connection with the business relationship contemplated by this Agreement, each party ‎may receive or have access to commercially valuable technical and non-technical ‎confidential or proprietary information of the other party, including information in ‎whatever form, relating to the business of such party that is not generally known or ‎available to others, including source code and documentation for trade secrets, know ‎how, customer lists, pricing strategies, marketing and business plans, information ‎concerning a party’s vendors, and such party’s contemplated plans, strategies and ‎prospects ("Confidential Information"). Each party acknowledges and agrees that any ‎Confidential Information received or obtained from the other party will be the sole and ‎exclusive property of the other party and may not be used, disseminated or disclosed ‎except as may be necessary to perform the obligations required under this Agreement or ‎as may be required by law. If disclosure is required by law, the party required to disclose ‎Confidential Information shall reasonably cooperate with the other party (at the other ‎party’s request and expense) so that the other party may preserve the confidentiality of ‎the Confidential Information to the extent reasonably possible.‎


This Agreement does not constitute a sale of shares or securities of any form in Company ‎nor is it intended to be an offer for sale in shares or securities of the same.‎


‎7.1‎ The relationship of Company and Investor established by this Agreement is that of ‎independent contractors, and neither party is an employee, partner or joint venture party ‎of the other.‎

‎7.2‎ It is hereby agreed that Investor shall not be liable to be involved or implicated in ‎the day-to-day running of Company’s business, financial or otherwise. ‎
‎ ‎


8.1  Investment Period shall be effective from the date of the signing of the Agreement.

8.2  Time, wherever mentioned, shall be the essence of this Agreement. ‎


Neither party shall have the right to assign this Agreement and/or to assign, license or ‎otherwise transfer any or all of its rights, powers, privileges and obligations hereunder to ‎any third party without the written consent of the other party.‎


‎10.1‎ Failure by either party to perform any of his/its obligations under this Agreement ‎shall be deemed a breach of this Agreement and the party claiming such breach shall ‎forthwith be entitled to exercise any or all of the rights and remedies as may be available ‎at law or in equity.‎

‎10.2 ‎ This provision hereof shall survive and remain operative and in full force and ‎effect regardless of the termination of this Agreement or expiration of the term or ‎duration of this Agreement.‎


The failure of either party to insist upon or enforce strict performance by the other or to ‎exercise any right under this Agreement shall not be construed as a waiver or ‎relinquishment to any extent of such party´s right to assert or rely upon any such ‎provision or right in that or any other instance, and the same shall be and remain in full ‎force and effect.‎


‎12.1‎ This Agreement constitutes the entire agreement between Investor and Company ‎relating to the subject matter hereof and supersedes any and all prior negotiations, ‎undertakings and agreements between the parties hereto with respect to the subject ‎matter hereof. Each party acknowledges that no statement, promise or inducement has ‎been made to such party, except as expressly provided for herein. ‎

‎12.2‎ This Agreement may not be changed or modified, or any provision waived, except ‎by an agreement in writing, signed by the party against whom enforcement of the ‎change, modification or waiver is sought.‎


Neither party shall be deemed in default of this Agreement to the extent that ‎performance of its obligations or attempts to cure any breach are delayed or prevented ‎by reason of any act of God, natural disaster, fire, flood, accident, riots, acts of ‎government, or any other cause beyond the reasonable control of such party; provided, ‎that the party whose performance is affected by any such event gives the other party ‎written notice thereof within three (3) business days of such event or occurrence.‎


The parties hereto agree that this Agreement shall be governed by, and interpreted and ‎construed in accordance with, the internal laws enforceable in Malaysia, and any decision ‎of the court shall be accepted and deemed as final. ‎

‎15.0‎ NOTICE ‎

Any notice, communication or statement relating to this Agreement shall be in writing and ‎deemed effective: ‎
‎(i)‎ upon delivery when delivered in person; ‎
‎(ii)‎ upon transmission when delivered by verified facsimile transmission; or
‎(iii)‎ when delivered by registered or certified mail, postage prepaid, return receipt ‎requested or by nationally-recognized overnight courier service to the address ‎of the respective parties as hereinabove mentioned. ‎


This Agreement shall be binding upon and inure to the benefit of the parties hereto, their ‎successors and assigns.‎

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day ‎and year first above written.‎

Signed by the Investor                                                                   ]‎
In the presence of:‎                                                                        ]‎

‎ ‎

Witness: Name & ic

Signed by the Executive-Director ‎                                                 ]‎
For and on behalf of ‎                                                                    ]‎
‎                                                                                                  ]‎
In the presence of:‎                                                                       ]‎

Witness: Name & ic


  1. Assalam, saya minta kebenaan untuk guna agreement ini sebagai rujukan. amaw72@hotmail.com

  2. go ahead bro! need any advice u can always refer to me...


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