WHEREAS
A.βICTV and ASA have determined that they have complementary capabilities and βare βdesirous of working together to market, promote and sell ICTV KomputerβMurah computer under the ANGKASAβs SPGA scheme.
B.βICTZV and ABC hereby agree to sign this Agreement subject and upon the terms and conditions hereinafter appearing.
1. βInterpretation
1.1 βIn this Agreement except where the context otherwise requires, the following βexpressions shall have the following respective meanings:
| means Angkatan Kerjasama Kebangsaan Malaysia Berhad (Company no.: Kop. Kebangsaan/4630). |
βANGKASA Salary Deduction System (SPGA)β | means an online system operated by the Credit and Banking Services Division, a division created by ANGKASA for the Co-operatives or the organizations that subscribe to SPGA to use the online system to register new deduction instructions or amend/stop current claims to facilitate the payment of members to be processed by the government departments or the private employers (registered with ANGKASA). |
| Means ANGKASA Service Bureau. |
| means the forms issued by BPA with specific supporting documents and requirement under SPGA scheme. |
| mean this form is the written permission of the member to deduct his/her salary under SPGA. There are four sections in this form that need to be completed by member, cooperatives and confirmation from the Head of Department. This form must be accompanied by a copy of the last three (3) month pay slip, a copy of the identification card (front and back) and the borrowerβs eligibility limit form. |
| means the form is the same as BPA 1/79 Form but it is completed by the guarantor. |
| means the party stated in Part 2 of the First Schedule hereto with business selling computer under Komputer Murah scheme and registered as an organization allowed to use SPGA to facilitate the installment payment by the ANGKASA members. |
| means the party stated in Part 3 of the First Schedule hereto to sell computer on line or through self-operated retail shop. |
βAuthorized Sales Agent Agreementβ | means this agreement made between ICTV and ASA selling ICTV Komputer Murah computer to Client under ANGKASA SPGA only. |
| means the sum counted based on table as stated in Part 5 of the First Schedule hereto payable by ICTV to ASA to sell ICTV Komputer Murah computer with the approved payment installation under SPGA only. |
| means the Government of Malaysia employees or the employees of cooperative agencies registered with ANGKASA. |
| means the ICTV Komputer Murah computer price to sell to Client as stated in Part 4 of the First Schedule. |
1.2 βAll references to any condition shall be construed as a reference to a condition provided in this Agreement;
1.3 βUnless the context otherwise requires, a reference to one gender shall include a βreference to the other genders and words in the singular shall include the plural βand, in the plural, include the singular.
2. Scope of Appointment
2.1βICTV appoints ASA as the Authorized Sales Agent for ICTZ Komputer Murahβcomputer under SPGA only within the territory and market channels as stated in βPart 3 of the First Schedule. The territory and market channels can be changed βor βmodified at any time in the ICTVβs sole discretion.
2.2βASA cannot subcontract or assign any duties or responsibilities under this βAgreement without the prior written approval of ICTV.
3. βAppointment
3.1βSubject to clause 11.1 hereof, this Agreement shall be valid for a period of oneβ(1) year only from the date of this Agreement (βContract Periodβ).
3.2βUpon expiry of the Contract Period, either Party may consider renewing the βAgreement for another period to be agreed by the Parties hereto.
3.3βNotwithstanding anything to the contrary herein, either party shall be entitled to βterminate this Agreement by giving not less than one (1) month written notice βto ICTZV prior to the expiry of the Contract Period or expiry of each renewed βterm of this Agreement without assigning any reason whatsoever.
4. Obligations of Parties
4.1βThe Parties shall name their respective staff to jointly determine the strategy forβsubmission of the Komputer Murah computer sales proposal and the marketing βactivities to the Customer. The Parties shall also identify the most workable or βfinancially effective solution and define each Partyβs Scope of Work for the proposal.
4.2βICTV hereby agree to work together with ASA for the preparation and submissionof BPA 1/79 Form and BPA 1/79A Form (if applicable) with supporting documents (BPA forms) to BPA for ANGKASA approval before the Installment PaymentAgreement signed by the Client. The completed BPA forms and the Installment Payment Agreement once verified and checked complete by ASA are sent to ICTV.
4.3βASA hereby to sell computers to the Client at the Selling Price determined by ICTV as stated in Part 4 of the First Schedule. The Client to buy the ICTV KomputerMurah computer under the installment payment under SPGA only. The completed BPA forms with the Installment Payment Agreement once verified and checked complete by ASA are sent to ICTV.
4.4βOnce received the BPA forms from ASA, ICTV shall send for BPA payment installment application approval after checking the credit credential of the Client usingtheir latest pay slip to determine that not more than 60% salary deduction under SPGA and reserves the right to cancel any application for payment installment under ICTV for the computer that does not comply with eligibility requirements under SPGA.
4.5βBoth Parties undertake to conduct business in a manner that reflects favorably at all times the good name, goodwill and reputation of the other and to avoid any deceptive, misleading or unethical practices that may be detrimental to the other.
4.6βASA shall be fully responsible for the costs and expenses incurred in connectionwith the submission and negotiation of all related matter to sales and/or payment byinstallment under SPGA to ICTV and Customer.
5. Commission
5.1βICTV agrees to provide commission payments to ASA billing on the total computer sold under ICTV Komputer Murah computer per month basis received from ASA at month end, based on the prescribed table as stated in Part 5 of the First Schedule and shall be inclusive of any taxes, deposits and discounts provided.
5.2βIf a sale is not finalized by the last day of the month, the commission is included in the next monthβs commission.
5.3βIf either party terminates this Agreement for any reason, the termination date is the last date that ASA s eligible for earned commissions, any sales completed after the date of termination are not eligible for commission payment.
6. Costs
6.1βEach Party shall bear its own expenses and/or costs which it will incur in connection with the execution of this Agreement and the activities undertaken hereunder.
7. βIntellectual Property
7.1βAll intellectual property rights existing prior to the date of this Agreement shall remain with the owner of such rights. Nothing herein shall confer or be deemed to confer by one Party upon the other any rights in the copyright, patent, trade secrets, trademarks or any other intellectual property rights owned by the relevant Party.
8. βConfidentiality
8.1βConfidential Information for purposes of this Agreement shall mean information βmarked as confidential or proprietary and if not so marked, information which a βParty should reasonably know to be confidential or proprietary and shall include but is not limited to financial or marketing information,technical know-how, ideas, specifications, business strategies, management policies, operational, technology and βstrategic information and information relating tothe business and affairs of either βparty which is not publicly available.
8.2βConfidential Information exchanged between the Parties pursuant to this Agreement shall at all times remain the property of the disclosing Party and shall notbe distributed, disclosed or disseminated in any way or form by the receiving Party to anyone except its own employees who are bound to confidentiality by theiremployment agreements or otherwise where disclosure to such employees isnecessary for the exclusive purpose of performing this Agreement.
8.3βThe confidentiality obligations shall not apply to the following: -
a) Information which is already in the public domain or becomes available to the publicthrough no breach of this Agreement by the receiving Party;
b) Information which can be reasonably demonstrated as having been in the receivingPartyβs possession prior to receipt from the disclosing Party, as proven by writtenrecords;
c) Information which is rightly received by the receiving Party from a third party withouta duty of confidentiality;
d) independently developed by the receiving Party without use of or reference to the Confidential Information, as proven by written records; and
e) Information which is required to be disclosed by any governmental, quasi-governmental or court order in which case the relevant Party shall promptly notify theother Party to enable that Party to take the necessary steps to protect theirConfidential Information.
8.4βThe confidentiality obligations in this Agreement shall survive the termination ofthis Agreement.
9.βLimitation of Liability
9.1βExcept for claims of intellectual property infringement or breach of confidentiality obligations hereunder, in no event shall a Party be liable to the othr Party for any consequential, incidental or special damages including lost profits basedon breach or default under or arising from any claim or action in connection with thisAgreement.
10.βTermination
10.1βThis Agreement shall be deemed terminated upon occurrence of any of the following events: -
a) If any of the Parties breaches of any of the provisions of this Agreement and thebreach is not remedied within 14 days from notification by the non-defaulting party;
b) if any of the Parties ceases or threatens to cease carrying on its business;
c) if any of the Parties makes any voluntary arrangement with its creditors or becomessubject to an administration order;
d) if receivership action or legal proceedings against any of the Parties herein or anylegal assignment for the benefit of any of the Partiesβ creditors;
e) if a petition shall be presented or an order be made or a resolution be passed forwinding-up any of the Parties herein; or
f) if the Parties mutually agree to terminate this Agreement.
11.βFreedom to Market
11.1βExcept as limited by this Agreement, each Party may continue its normal marketing efforts in connection with the sale of its products and/or services to itsbusiness prospects and/or customers.
12.βForce Majeure
12.1βIf either Party is affected by Force Majeure, it shall forthwith notify the other Party of the nature and extent thereof.
12.2βNeither Party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance, or non- performance ofany of its obligations under this Agreement to the extent that such delay or non-performance is due to any Force Majeure of which it has notified the other Party; and the time for performance of that obligation shall be extended accordingly.
12.3βIf the Force Majeure in question prevails for a continuous period in excess of sixmonths, the Parties shall enter into bona fide discussions with a view to alleviating itseffects, or to agreeing upon such alternative arrangements as may be fair andreasonable.
13.βGoverning Law
13.1βThis Agreement shall be governed by and construed in accordance with the lawsof Malaysia and the Parties hereby submit to the jurisdiction of the courts of Malaysia in all matters arising out of or in connection with this Agreement.
14.βNo Agency or Partnership
14.1βThis Agreement does not create any agency, partnership, profit or loss sharing enterprise, joint venture or franchise relationship. Each Party is an independent contractor. Neither Party shall have the right or authority to assume or create any obligation of any nature whatsoever for or on behalf of the other Party to bind that Party in any respect whatsoever and shall not hold itself out to be the representative of the other Party or do anything to create the appearance of having such authority.
15.βWaiver
15.1βNo failure or delay on the part of any party in exercising or omission to exerciseany right power privilege or remedy accruing to the party under this Agreement uponany default on the part of the other party shall impair any such right, power privilegeor remedy or be construed as a waiver thereof or any acquiescence in such defaultnor shall any action by any party in respect of any default or any acquiescence in anysuch default affect or impair any right power privilege or remedy of the other party inrespect of any other or subsequent default.
16.βSeverability
16.1βIf any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severableand this Agreement shall be construed and enforced as if such illegal, invalid orunenforceable provision had never comprised a part thereof and the remainingprovision shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance here from.
17.βModification or Variation
17.1βNo modification, variation or amendment to this Agreement shall have any legal effect and force unless, such modification, variation or amendment is set forth inwriting and executed by both Parties.
18.βEntire Agreement
18.1βThis Agreement constitutes the entire understanding and agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, discussions, representations or undertakings. No modifications or alterations to thisAgreement subsequent to the date hereof will be binding unless made in writing andsigned by a proper and duly authorized representative of each of the Parties to bebound thereby.
19.βNotices
19.1βAny notice or other communication under or in connection with this Agreementshall be delivered to the address either personally or by pre paid registered post or bytransmission to the facsimile number of the Parties herein or to such other address orfacsimile number, as the recipient may have notified to the sender from time to time. Any notice or other communications shall be deemed to have been delivered ortransmitted in the case of delivery to an address, or transmitted by facsimile, whendelivered to the recipient at such address and is duly acknowledged or after three (3)days from the date of posting or transmitted to such facsimile number as confirmed by the transmission confirmation slip.
