Monday, October 21, 2013


THIS AGREEMENT is made this …………. day of …………, 2013 by and between ‎‎……………………….. ( No: ……………..), a company registered under the Registration of ‎Businesses in Malaysia having its principal place of business at …………………………….. ‎‎(hereinafter called “……………") of the one part and …………………. (…………….), a limited ‎company duly registered under the Companies Act in Malaysia and its principal place of ‎business at ……………………………………. (hereinafter called “………………..”) of the other ‎part.‎

NOW, THEREFORE, in consideration of the promises hereinafter made by the parties ‎hereto, it is agreed as follows:‎

1.0‎ Parties’ Agreement

‎1.1‎ XXX and YYY agree to enter into this Agreement for the purpose of collaborating with ‎each other to promote, market, distribute and or procure any contract for sale and ‎installation of LED (Light Emitting Diode) lighting system developed and made from the ‎Republic of Korea including its related lighting equipment, fixtures and accessories ‎‎(hereinafter referred to as “Korean LED products”) and also other lighting systems with ‎their related lighting equipment, fixtures and accessories, conventional or otherwise ‎‎(hereinafter referred to as “other equipment”), with any individual, body corporate, ‎establishment, agency, government and or local authority in Malaysia, but upon ‎consideration flowing from each other and subject to the terms and conditions ‎covenants and representations as hereinafter set forth. ‎
‎1.2‎ In the event that that a contract is secured, XXX and YYY agree to form an appropriate ‎team comprising employees of both parties, to perform such contract up to successful ‎completion of the project.‎

‎1.3‎ XXX and YYY further agree to deliberate and agree on each party’s costs and expenses ‎to be incurred, profit and loss to be distributed between the parties hereto. ‎

‎1.4‎ This Agreement shall be deemed as the principal agreement and parties hereto agree that ‎it is impractical to create agreement for each and every contract so secured. As such, ‎any contract so secured shall be incorporated under this Agreement as Annexure and be ‎treated and inserted as forming part of this Agreement. ‎

2.0‎ Consideration

‎2.1‎ Upon execution of this Agreement, XXX agrees, at its own costs and expenses, to use its ‎best efforts in the following: ‎

‎2.1.1‎ to promote, market, distribute and or procure any contract for sale and ‎installation and or maintenance of the Korean LED products and other equipment.‎

‎2.1.2 ‎ to provide adequate, trained technical staff for the purpose aforesaid. ‎

‎2.2‎ YYY shall, upon request, assist XXX on all advertising, sales promotion; technical ‎representation, technical assistance including providing XXX with necessary ‎documentation, technical information and literature in connection with the Korean LED ‎products and other equipment.‎

3.0‎ Representations and Warranties

‎3.1‎ YYY represents and warrants to XXX as of the date hereof (which representations and ‎warranties shall survive the execution, delivery and completion of this Agreement) as set ‎forth below:‎

‎‎3.1.1 ‎ Company’s Warranty. It possesses all rights, licenses and authorizations in ‎connection with the Korean LED products and other equipment and has full power and ‎authority to enter into this Agreement and to incur the obligations as hereby ‎contemplated, and to carry out the provisions of this Agreement. ‎

‎3.1.2 ‎ Equipment Warranty. It warrants that XXX shall acquire the Korean LED ‎products and other equipment supplied hereunder free from defects in material or ‎workmanship under normal use and service and of merchantability and fitness for a ‎particular purpose for a period of one (1) year from the date of its operation. All repairs ‎are covered by this warranty and must be done by YYY including all charges for labor ‎and materials. However, the company is alleviated of its warranty if it is determined that ‎either no fault exists in YYY, or the damage to be repaired was caused by negligence of ‎customers, its agents or employees. ‎

‎3.1.3 ‎ Misuse of Equipment. Any tampering, misuse or negligence in handling or use ‎of the Korean LED products and other equipment renders the warranty void. Further, ‎the warranty is void if, at any time, XXX attempts to make any internal changes to any ‎of the components of the Korean LED products and other equipment; if at any time the ‎power supplied to any part of the Korean LED products and other equipment exceeds ‎the rated tolerance; if any external device attached by XXX creates conditions ‎exceeding the tolerance of the Korean LED products and other equipment; or if any ‎time the serial number plate is removed or defaced. ‎

‎3.1.4 ‎ Spares Availability. YYY shall make spares for purchase by XXX. Such spares ‎will be available to XXX at prices, terms and conditions in effect at the time such spares ‎are purchased. No provision, in this paragraph or in any other part of this Agreement, ‎shall require responsibility to stock spares.

4.0‎ Confidentiality

‎4.1‎ In connection with the business relationship postulated 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 (hereinafter referred to as "Confidential Information"). ‎

‎4.2‎ Each party hereby 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. ‎

‎4.3‎ 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.‎

5.0‎ Parties’ Relationship ‎

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

‎5.2‎ It is hereby agreed that neither party shall be liable to be involved or implicated in the ‎day-to-day running of its business, financial or otherwise of the other. ‎

6.0‎ Period

‎6.1‎ Unless earlier termination by the parties hereto, this Agreement shall continue to subsist ‎for a period of three (3) years from the date of this Agreement and subject to a further ‎two (2) years renewal.

‎‎7.0‎ Breach of Agreement

‎7.1‎ 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.‎

‎7.2 ‎ All obligations arise out of any contract and or committed during the term of this ‎Agreement shall survive and remain operative and in full force and effect regardless of ‎earlier termination of this Agreement or expiration of the term of this Agreement.‎

‎7.3‎ 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.‎

8.0‎ Entire Agreement

‎8.1‎ 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.‎

‎8.2‎ 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.‎

9.0‎ Jurisdiction and Governing Law ‎

‎9.1‎ 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. ‎

10.0‎ Notice ‎

‎10.1‎ Any notice, communication or statement relating to this Agreement shall be in writing ‎and deemed effective:

‎10.1.1‎ upon delivery when delivered in person; ‎
‎10.1.2‎ upon transmission when delivered by verified facsimile transmission; or
‎10.1.3‎ 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. ‎

11.0‎ Successors and Assigns ‎

‎11.1‎ This Agreement shall be binding upon and inure to the benefit of the parties hereto, their ‎successors-in-title and permitted assigns.‎

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

Signed by …..‎ ‎                                                ]‎
For and on behalf of XXX…………………..‎ ‎]‎
‎(………………………..) ‎ ‎                             ]‎
In the presence of:‎ ‎                                          ]‎ ‎


Signed by …… ‎ ‎                                           ]‎
For and on behalf of YYY ……………….. ‎ ‎]‎
‎(…………………….)                                ‎ ‎] ‎
‎ ‎ In the presence of:‎                                       ‎]‎

Witness: Name & NRIC



1.0‎ Contract Secured ‎

‎1.1‎ A contract for installation of LED lighting system including equipment, fixtures, ‎accessories, wiring and other related works at the ……………………‎

2.0‎ Contract Price ‎

‎2.1‎ RM???????‎

3.0‎ Project Commencement ‎


4.0‎ Expected Date Of Completion


5.0‎ Other Special Terms Imposed by  zzzz


6.0‎ Agreement between XXX and YYY

‎6.1‎ Project costs and expenses will be deliberated and decided by the parties hereto. ‎

‎6.2‎ Profit margins will be distributed equally by the parties hereto.‎

‎6.3‎ A team will be set up in such number to be decided comprising of employees from both ‎parties for the performance dan completion of the project.‎

‎6.4‎ XXX agrees to expend for the initial cost and expenses for the purchase of the Korean ‎LED products and other equipment for the due performance of the project to the ‎maximum limit of Ringgit …………………. (………………) only. ‎

‎6.5‎ The balance of the costs will be borne by YYY. ‎

‎6.6 ‎ If it is deemed practicable and necessary, a project account will be opened with any ‎bank in Malaysia comprising signatories from the parties hereto. ‎


No comments:

Post a Comment

Related Posts Plugin for WordPress, Blogger...