DATED THIS DAY OF NOVEMBER 2023

BETWEEN

SUPPLIER

AND

SUB T

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MEMORANDUM OF AGREEMENT

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 AN AGREEMENT made this 9th day of November, 2001.

BETWEEN

Product Owner , a company incorporated in Malaysia and having its registered

address at ……………………( hereinafter referred to as “PO”) of one part;

AND

INDIVIDUAL [NRIC NO…………………………………] having its registered address at

…………………………..(hereinafter referred to as “PROMOTER”) of the other part;

WHEREAS :-

A. PO is the Manufacturer and Distributor for the Products listed in the

First Schedule (hereinafter referred to as “The Products”) wishes to
commercially market such products.

B. PROMOTER is engaged in the business of marketing and supply and has

the necessary knowledge and expertise in the Territory of Malaysia.

C. PO desires to appoint PROMOTER as its promoter to market and to sell

the Products to the Customers (as defined herein)

D. PROMOTER is desirous of accepting the said appointment for the

consideration and upon the terms and subject to conditions hereinafter
appearing.

IT IS HEREBY AGREED AS FOLLOWS:-

1. Definitions
In this Agreement , unless the context otherwise requires, the following words
expressions shall have the following meanings respectively:-

“Customers” means the various Malaysian Individuals and corporations in

Malaysia;
“Date of Commencement” means the day of ________ of 2023;

“Intellectual Property” means any patent, copyright, registered design, trade

name, service mark or other intellectual property right including but without
limitation to know- how and confidential information subsisting in respect of
the Products and any applications for any of the foregoing.

“Price to PROMOTER ” means the base price charged by PO to in respect of the

Product as set out in the First Schedule less (a) any government tax, charges,
duties levies payable thereon (b) any allowances, discounts or rebates in
respect thereof;

2. APPOINTMENT

2.1 PO hereby appoints PROMOTER for the marketing and sales of the
Products to the Customers (within geographical area of Malaysia) and
PROMOTER agrees to act in that capacity for the consideration and upon
the terms and subject to the conditions of this Agreement.

2.2 PROMOTER has the right to distribute the product to the Customers in
geographical area of Malaysia) and shall have unlimited channel of sales.

2.3 During the currency of this Agreement, any other distributors,

employees and/or agents of PO shall not promote, seek orders, sell or
otherwise commercially exploit the Products to PROMOTER’s Customers
that PROMOTER has negotiations with to sell the Products and/or has
sold the Products.

3. TERM

3.1 Unless otherwise determined in accordance with the provisions of this

Agreement This Agreement shall be deemed to have commenced on
the Date of the Commencement and shall remain in full force and
effect for an initial period of [ ] years from the Date of Commencement.
3.2 The parties hereto mutually agree to extend the Contract Term for a
further period [1] years prior to the expiry of the Contract Term.

4. PRICES

4.1 During the term of this Agreement, PROMOTER shall be entitled to

purchase Products at prices which are specifically listed in the First
Schedule for all the Products that PROMOTER will market and sell the
Products. The prices for the Products shall be below the market price
and there shall be a discount of 25% from the retail price.

4.2 in the event of any further discount, both the parties may from time to
time by agreement shall add further discount to the price list and
guideline or amend or delete existing price lists or guidelines.

5. TERMS OF SALES AND PROFIT

5.1 Pursuant to the sales of the Products the profit shall be shared in the
following manner:

i) The profit shall be shared in the ratio of 25% between PO and the
PROMOTER ; and

ii) For the purpose of retaining capital the other 25% between PO
and the PROMOTER ; and

iii) For the purpose of investment cost and expenses shall be shared
in the ratio of …………….

6. PROMOTER UNDERTAKING

6.1 PROMOTER hereby agrees, covenants and undertakes with PO as

follows:

(a) PROMOTER shall use its best endevours to promote and to seek
orders for the Product;
(b) PROMOTER shall perform its duties herein with reasonable care
and skill and shall cultivate and maintain good relations with the
Customers and potential Customers in accordance with sound
commercial principles;

(c) PROMOTER shall perform its duties herein at his own cost and
which is including operating expenses.

(d) PROMOTER shall deliver and collect and the Products and shall
provide after sale service to the Customers that PROMOTER has
promoted or successfully secured contract of supply and to deal
with complaints if there is any from Customers.

(e) PROMOTER shall comply with any and all applicable laws
regulations and order of the government authorities and
agencies with regards to the promotion and selling of the
Product, and its business as a supplier of the Product.

(f) PROMOTER shall inform PO forthwith:

(i) of any complaint concerning the Product which is received

by PROMOTER;

(ii) of any actual or suspected breach of the Customers of the

terms and conditions of the contract of supply of the
Products;

(iii) of any matters likely to be relevant in relation to the

development and promotion, use or maintenance of the
Products;

(iv) of any incident or circumstances which may give rise to a

claim against PROMOTER.
7. DELIVERY

7.1 PROMOTER shall deliver and collect each order of the Products to
PROMOTER’s Customers. PROMOTER shall in future after consultation
with PO , specify by notice to PO that PROMOTER would seek PO to
deliver the Products to PROMOTER’s Customers to the consent of both
parties.

8. Technical Support

8.1 For the duration of this Agreement, PO shall provide the following
Technical Support free of cost within reasonable time and subject to
Clause 8.2 and 8.3:-

(a) advice by telephone or post on the use and/or application of the

Products;

(b) information and advice by telephone or post on the forthcoming

New Releases of the Products;

(c) upon request by PROMOTER, the diagnosis of faults in the

Products and the rectification of such faults and making all the
necessary steps to rectify the faults.

9. INDEMNITY

9.1. PO shall indemnify and keep PROMOTER, its successors in title and legal
assigns fully indemnified from and against all claims, actions,
Proceedings, damages, costs, Expenses and any other losses or
whatsoever nature (including PROMOTER legal expenses On a full
indemnity basis) which may be suffered or incurred by PROMOTER
arising from or in any way attributable:-

(a) to normal operation, possession or use of the Products by or

Customers which infringes or may infringe any patent , copyright
 ,registered design or trade mark of a third party(”Intellectual
Property Infringement”);

(b) any breach by PO or any of its agents, servants or employees of

any of the Provision(s) of this Agreement or law or subsidiary
legislation;

(c) any action or other proceeding in Court taken by PROMOTER to

enforce or recover damages for breach of any provisions of this
Agreement;

10. CONFIDENTIALITY

10.1 PROMOTER shall at all times during the currency of this Agreement and
thereunder:

(a) use its best endeavours to keep all information confidential and
accordingly and not to disclose to any information regarding
products and management and trade secrets of PO.

(b) PROMOTER shall only disclose information of the products for

purpose for commercially expanding the products; Any
confidential information may be disclosed by PROMOTER to;
any governmental or other authority or regulatory body

11. Warranty

11.1 PO hereby warrants that it is the sole owner of the products and has its
licence from its parent company from Italy and has the right and
authority to grant to promote and sell its products. Without limiting the
foregoing, PO warrants that there no existing restrictions or constraints
in its rights and authority to supply, install and service the Customers of
PROMOTER upon the terms and conditions contained in this Agreement
or any part thereof;

11.2 the Products will be free from material defects and errors and ensures
good workmanship of the Products;
11.3 the Products shall perform in accordance with the specifications which
will be presented to the Customers; it will perform services with
reasonable care and skill;- the Products shall not and does not infringe
the industrial and intellectual property rights of any person;

12. TERMINATION

12.1 Neither PO or PROMOTER may terminate this Agreement for the initial
period of one (1) year or part thereof from the Date of
Commencement of this Agreement.

12.2 PO shall not be entitled to terminate this Agreement after the initial
period of one (1) year from the Date of
Commencement of this Agreement shall there be always constant
orders of Products by PROMOTER and unless PROMOTER has breach the
terms and conditions of this Agreement.

12.3 Without prejudice to Clause 13.1 and 13.2, either party shall be entitled
to terminate this Agreement if the other :-

(a) if PO has not obtained any rights to supply the Products which it
claims that has been issued by licence from the Parent Company
in Italy

(b) commits any material breach of any term, covenant and/or

condition of this Agreement and which(in case of a breach being
capable of being remedied) is not remedied within thirty (30)
days of a written request to remedy the same;

(c) party becomes controlled by the party’s competitor for the

Products;

(d) makes or seeks to make any composition or arrangement with its

creditors;
 (e) fails to pay any sum(s) due to the party under any provisions of
this Agreement whether sum(s) is formally demanded or not;

13. Consequences Of Such Termination

13.1 Upon the termination of this Agreement for any reason, the following
provisions shall apply

(a) PROMOTER shall cease to promote and seek orders for the
Products;

(b) TAN shall have claim against PO for compensation for loss of
goodwill and credibility as well as claims made by Customers
against TAN;

(c) All payments made by either party to the other under this
agreement prior to the date of termination shall forthwith
immediately payable and shall be immediately recoverable by the
other party;

(d) Any unexecuted order placed by TAN and accepted by PO before

such termination shall be regarded as canceled except those
which willingness to fulfill;

(e) PO shall continue to fulfill any of its duties and obligations under
this Agreement to all Customers and all persons who have
purchased the Products .

14. FORCE MAJEURE

14.1 Neither party hereto shall liable for any breach of its obligations herein
resulting from causes beyond its reasonable control including but not
limited to fires, strikes(of its Own or other employees ), insurrection or
riots, embargoes, container, shortages, wrecks or delays in
transportation ,or inability to obtain supplies and raw material required,
or, regulations of any civil or military authority.
15.2 Each of the parties hereto agrees to give notice to the other
forthwith upon becoming aware of an Event of Force Majeure.
Such Notice shall contain details of the circumstances giving in the
Event of Majeure Clause.

16 NOTICES

16.1 Every notice, request, instruction, demand or other communication or

document required or permitted to be given or made hereunder shall:

(a) be in writing delivered personally or by prepaid registered post

with recorded delivery or telex or legible facsimile;

(b) be deemed to have been received , subject as otherwise provided

in this Agreement , in the case of a letter when delivered
personally of one hundred (120) hours after it has been put into
the post and, in the case of a telex or facsimile , at the time of
dispatch with confirmed answerback of the addressee appearing
at the beginning and end of the transmission (provided that if the
date of despatch is not a business day it shall be deemed to have
been received at the opening of business on the next such
business day);

17 TIME

17.1 Time shall be of essence as regards the provisions of this Agreement,

both as regards the times and periods mentioned herein and as regards
any times or periods, which may, by agreement between the parties , be
substituted for them.

18 RELATIONSHIP OF THE PARTIES

18.1 Nothing in this Agreement shall create or be deemed to create a joint

venture Partnership or the relationship of employer and employee
between the parties.
19 ENTIRE AGREEMENT

19.1 This Agreement (together with any documents referred hereto)

constitutes the whole agreement between the parties hereto and it is
expressly declared that no variation hereof shall be effective unless
made by the parties hereto in writing.

20 SEVERABILITY

20.1 If any provision of this Agreement herein contained or part thereof or

any document incorporated hereto is rendered void, illegal or
unenforceable for whatever reason in any respect under any law , it is
hereby declared that such clause or document so affected shall not in
any way affect or impair the validity, legality or enforceability of the
other terms or provisions herein contained which shall remain in full
force and effect provided that such invalidity or unenforceability shall
not substantially nullify the underlying intent of this

Agreement and shall be deemed to be an independent provision and the

parties hereto shall be at liberty to have such provision severed from
rest of this Agreement.

21. APPLICABLE LAWS

21.1 This Agreement shall be governed by the laws of Malaysia and its
validity construction and performance shall be interpreted in
accordance with Malaysian law The Parties hereto agree to subject to
non exclusive jurisdiction of the Malaysian courts for these purposes
and for the determination of all actions and proceedings arising out of
this Agreement.

(THIS PORTION IS LEFT iNTENTIONALLY BLANK)

IN W1TNESSETH WHEREOF the parties hereto have hereunto set their hands
on the day and year first above stated.

SIGNED by and on behalf of )

PRODUCT OWNER )
In presence of- )
………………………………...

SIGNED by and on behalf of )

PROMOTER )
)
In presence of:- )

……………………………….