Friday, November 1, 2013


This Agreement is made on the ........... day of ....................... 2013 by and between: ‎

‎...................., a Malaysian business entity duly registered under the Registration of Businesses Act, 1956 ‎and presently having its principal place of business at ................. (hereinafter called "XXX") on one part, ‎and

‎..................... (and its affiliates, subsidiaries etc.), duly organized and existing under the laws of Scotland ‎and having its address at ................................... (hereinafter called "YYY") of the other part.‎


‎1‎    YYY wishes to appoint a local consultant for the South East Asian countries which include ‎Malaysia, Indonesia, Singapore, Brunei, Thailand, Vietnam, Laos, Myanmar and the Philippines ‎‎(hereinafter referred to as the "Territory") for the products and or services as hereinafter defined in ‎Clause 1.1. ‎

‎2‎    XXX is operating a business in the Territory with extensive experience within the Territory and is ‎qualified to act as consultant in accordance with the laws and regulations of the Territory and is ‎willing to be the consultant of YYY for the Territory upon and subject to the terms and conditions ‎of this Agreement.‎

NOW it is hereby agreed as follows :‎

1.0‎    Parties’ Agreement

‎1.1‎    YYY hereby appoints XXX to be its consultant exclusively for the Territory and XXX agrees to ‎act as the consultant of YYY for the provision and/or supply of products and/or services, namely:‎

‎1.1.1‎ ‎.................;‎
‎1.1.2‎ ‎.................; and‎
‎1.1.3‎ ‎........................‎

‎(hereinafter collectively referred to as “Products and Services”) to be provided by YYY for the ‎period of this Agreement upon the terms and subject to the conditions covenants and ‎representations as hereinafter set forth. ‎

‎ ‎ ‎1.2‎    YYY hereby represents and warrants to XXX as from the date hereof (which representations and ‎warranties shall survive the execution, delivery and completion of this Agreement) that it possesses ‎all rights, licenses and authorizations in connection with the aforesaid Products and Services and ‎has the 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.‎

‎1.3‎    If in the event of XXX being held liable for any amount in respect of any claim(s) from ‎whatsoever source(s) against YYY, whether connected with YYY's Products and Services or its ‎indebtedness or for infringement of or failure to observe any law, rule and regulation or otherwise ‎however,YYY shall, unless the same shall have arisen as a result of any act, omission or fault on ‎the part of XXX, pay or become liable to pay in settlement of such claim(s) as aforesaid including ‎the cost, charges and expenses incurred in connection therewith.‎

2.0‎    Consideration

‎2.1‎     As consideration for XXX’ services for the provision and/or supply of the aforesaid Products and ‎Services in the Territory,YYY agrees to pay to XXX as follows:‎

‎2.1.1‎    A monthly retainer of US$ .......... to be paid irrespective of sales in the Territory ‎‎(hereinafter referred to as “monthly retainer”), and‎
‎2.1.2‎    a commission, subject to any increase or decrease in the amount or percentage as agreed in ‎advance between the parties hereto including any amendment or variation thereto, in ‎relation to every contract or order awarded to YYY so procured by XXX during the ‎continuance of this Agreement. For this purpose, the said commission is based on net ‎revenues, that is to say after deduction of local taxes, agency fees and other commissions, ‎and mobilization/demobilization costs and charges. ‎

‎“This commission shall be calculated to provide an annual ‘On Target Earnings’ figure ‎comprising of both the monthly retainer and the commission component of a total of US$ ‎‎....................... initially but will allow for ‘over target’ earnings with no upper limit. The ‎annual targets will be achievable and agreed by the end of each calendar year.” ‎ ‎*(Require redefinition) ‎

‎2.2‎    In addition to the commission payable to XXX as hereinabove provided, XXX shall be entitled to ‎reimbursement for certain out-of-pocket expenses supported by appropriate receipts for such items ‎as the cost of tender documents, travel expenses, visa, permits, official registration of YYY and its ‎Products and Services with local authorities and or body corporate and any renewal thereof. XXX ‎shall periodically submit a list of applicable charges for approval in writing by YYY prior to ‎commitment of any expenses.‎

‎2.3‎    YYY shall, within thirty (30) days after the actual receipt by it of any payment whatsoever under ‎any such contract as is required to in clause 3 hereof, pay to XXX on account of its commission ‎such percentage of the amount so received as corresponding to the total commission amount or ‎percentage applicable to the contract concerned.‎

‎2.4‎    Both parties shall have the the right to audit each other’s accounting records regarding transactions ‎related to this Agreement. Each party must give each other thirty (30) days’ written notice before ‎accessing the aforementioned accounting records. ‎

3.0‎    XXX’ Obligations ‎

‎3.1‎    XXX shall, at all times during the period of this Agreement, use its best endeavors:‎

‎3.1.1‎    To promote, and publicize whenever appropriate, YYY Products and Services in the ‎Territory;‎
‎3.1.2‎    To provide YYY with full information concerning all projects, venture and other ‎opportunities in which any of its Products and Services may be utilized; ‎
‎3.1.3‎    To assist YYY in contract, negotiations and resolution of disputes, if any, as required;‎
‎3.1.4‎    To advise and assist YYY in dealing with government ministries, departments, ‎municipalities and other offices and agencies thereof or allied thereto;‎
‎3.1.5‎    To arrange, procure and maintain contacts with potential customers of YYY in the ‎Territory;‎
‎3.1.6‎    To take steps as may be reasonable and necessary to assist YYY satisfactorily to effect and ‎perform contracts and agreements in the public and private sector in the Territory;‎
‎3.1.7‎    To assist YYY by sponsoring at YYY’s cost the employees, servants and consultants ‎of YYY working in or visiting the Territory for all necessary visas, permits and licenses ‎which may be required;‎
‎3.1.8‎    To provide YYY with all such services as YYY’s consultant in the Territory is ‎accustomed to provide. ‎

‎3.2‎    XXX shall assist YYY in obtaining legal advice as to all government taxes and charges whether ‎Federal, Municipal or local and all other duties including customs duty which may be levied upon ‎it in the Territory prior to submission of YYY's offer on any tender and such costs will be payable ‎by YYY.‎

‎3.3‎    XXX shall be solely responsible for, and hold harmless, indemnify and defend YYY from and ‎against XXX’ own civil, labour, and social security obligations arising from its commercial activity ‎in any of the Territory.‎

‎3.4‎    XXX shall not, without the express written authority of YYY to do so in each case, hold itself out ‎as having authority to accept orders on behalf of YYY or create any binding obligations on YYY ‎or otherwise, commit YYY in any way.‎

4.0‎    Compliance With Laws

‎4.1‎    XXX shall, and shall procure persons associated with it or other persons who are performing ‎services in connection with this Agreement:‎

‎4.1.1‎    To comply with all applicable laws and regulations relating to anti-bribery and anti-‎corruption (“Relevant Requirements”) including, without limitation, the UK Bribery Act ‎‎2010;‎
‎4.1.2‎    To promptly report to YYY any request or demand for any undue financial or other ‎advantage of any kind received by XXX or persons associated with it in connection with ‎the performance of this Agreement; and
‎4.1.3‎   To  have and maintain in place throughout the term of this Agreement its own policies and ‎procedures, including adequate procedures under the UK Bribery Act 2010, to ensure ‎compliance with the Relevant Requirements and the Policy and enforce them where ‎appropriate. ‎

‎4.2‎    In performing its obligations under this Agreement, XXX warrants and represents that it shall not ‎give any money or anything of value, directly or indirectly, through one or more intermediates or ‎otherwise, to any official employee, government or any agency or subdivision thereof or any other ‎employee of any business associate of YYY, for the purpose of influencing any official act or ‎decision of such official or employee or for the purpose of inducing such official or employee to ‎use his influence to affect any act or decision of such government or business associate, to obtain, ‎retain business or direct business to YYY or any business associate of YYY.‎

‎4.3‎    XXX further warrants and represents that it will notify YYY (in writing) if any official employee ‎or any employee of any business associate of YYY suggest or propose to undertake any action (or ‎omission) inconsistent with the business conduct of XXX described in clause 3 above.‎

5.0‎     Confidentiality

‎5.1‎    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"). ‎

‎5.2‎    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 without the prior written consent of the other party except as may ‎be necessary to perform the obligations required under this Agreement or as may be required by ‎law. This provision shall continue to be binding on the parties after the expiration of this ‎Agreement.‎

‎5.3‎    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.‎

‎5.4‎    Any breach of the obligations under this clause by any of the parties hereto shall be regarded as a ‎material breach of the Agreement and upon which the damaged party may terminate same with no ‎further obligations. ‎

6.0‎    Independent Contractor

‎6.1‎    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. ‎

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

7.0‎    Duration

‎7.1‎    Without prejudice to the termination provision hereinafter contained, this Agreement shall be for a ‎period of three (3) years from the date hereof and shall continue thereafter unless and until ‎terminated by either party giving to the other not less than ninety (90) days written notice thereof ‎expiring on or any time after the anniversary of the date thereof. In the case that any of YYY’s ‎employees or employee family members has resident visa registered with XXX, XXX shall have ‎no objections to transfer the said resident visas to the new consultant or entity.‎

‎7.2‎    If in the event YYY is awarded any contracts within the valid time frame of this Agreement, then ‎the Agreement shall be extended and countable for that specific customer until the expiry of that ‎contract.‎

‎7.3‎    If in the event YYy is being bought over either partly or wholly by another entity, XXX is entitled ‎to keep the full rights given to him by this Agreement. Accordingly, this Agreement would abide ‎the new principal in fulfilling the duties of YYY.‎

8.0‎    Termination of Agreement

‎8.1‎    Notwithstanding the provisions of clause 8 hereof, this Agreement may be terminated by XXX or ‎YYY, in the event of any material breach of the terms and conditions of this Agreement and the ‎party in breach fails to rectify same within thirty (30) days after receiving a written notice of the ‎existence of the breach from the party not in breach.‎

‎8.2‎    YYY shall have the right to terminate this Agreement with thirty (30) days’ notice in the event of ‎any conflict of interest relating to the Products and Services. ‎

‎8.3‎    If, at the time of expiry and/or termination, there are any outstanding amounts between the parties, ‎the parties shall be bound to settle these amounts even though the Agreement as such is no longer ‎in force. Both parties further agree that if the Agreement is terminated on account of any reason ‎enumerated in this Agreement,YYY agrees to pay to XXX all amounts due and payable in the ‎terms of this Agreement including but not limited to payments in respect of all contracts awarded ‎until the date of termination and contracts that are awarded within 120 days from date of ‎termination where the bids/proposals had been submitted prior to the date of termination. ‎

9.0‎   Goverming Laws

‎10.1‎   This Agreement shall be construed and governed in all respects in accordance with the laws for the ‎time being in force in Scotland and the parties hereto hereby agree to submit to the jurisdiction of ‎the courts of that country.‎

10.0‎    Notices ‎

‎10.1‎    Any notices from one party to the other shall be given by hand delivery, mail or fax transmission ‎to the following addresses :‎

If to XXX XXX Consult: ‎
Fax No:‎

If to YYY
YYY Limited:‎
Fax No: ‎

11.0‎     Entire Agreement ‎

‎11.1‎    This Agreement may not be changed or modified, or any provision waived, except by an agreement ‎in writing, signed by the parties hereto. ‎

‎11.2‎    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.‎

IN WITNESS WHEREOF, the parties hereto acknowledge their approval and understanding of the terms ‎and condition of the Agreement the parties hereto have executed this Agreement as of the day and year first ‎above written.‎

Signed by:‎
for and on behalf of XXX Consult

‎----------------------------‎ ‎
‎ ‎ NAME Signed by: ‎
for and on behalf of BellGeospace Ltd

‎ ‎

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