INDEPENDENT CONTRACTOR TERMS AND CONDITIONS

These Terms and Conditions shall constitute a legally binding agreement between WORDSPRO
and Independent Contractor regarding the Works rendered or to be rendered. These Terms and
Condition shall cover the whole duration of appointment of Independent Contractor for
WORDSPRO and shall also be regarded as an extension to any request of Works on a case to
case basis. In the event of conflict with any communications, proposals, contracts, marketing
materials, or agreements, these Terms and Conditions shall prevail.
1. Service.
1.1 Nature of Service.
Independent Contractor shall perform Works, as instructed by WORDSPRO from time to time
and on a case to case basis (Works).
1.2 Engagement of Service
Independent Contractor shall only render Works when an order has been specifically requested,
agreed with Independent Contractor and accepted by WORDSPRO.
1.3 Minimum Order
WORDSPRO shall not be obligated to request any order or any minimum order from Independent
Contractor. Any order is made subject to a case to case basis and at the sole discretion of
WORDSPRO.
1.4 Relationship of the Parties.
All agreements between the parties are subject to these Terms and Condition. The Independent
Contractor shall act as an Independent Contractor and shall continue to be, an independent
contractor for any Works instructed by WORDSPRO. All Works shall only be performed by
Independent Contractor and Independent Contractor's employees. Under no circumstances shall
Independent Contractor, or any of the Independent Contractor's employees, refer to WORDSPRO
as his employer, or as a partner, agent or principal.
1.5 Payment to Independent Contractor.
WORDSPRO shall only pay the Independent Contractor on the specific Works requested and
completed by Independent Contractor. The Independent Contractor hereby specifically agrees that
it shall only be paid within 30 days upon full payment by the WORDSPRO Client (subject to any
retention or set off by WORDSPRO).
b) Currency: Except as otherwise provided in a separate Agreement signed by both Parties in
writing, all monetary amounts shall be referred to in Ringgit Malaysia.
(c) Any payment made to Independent Contractor shall be inclusive of all taxes and any benefit
accrued by Independent Contractor. WORDSPRO shall not be responsible for any federal, state
and local taxes derived from the Independent Contractor's income or for the withholding or set off
of any payment to Independent Contractor.
(d) Set Off: Any payment made to Independent Contractor is subjected to a right of set off by
WORDSPRO.
(e) Retention Fees:
i) As a security for completion of overall performance of the Works, WORDSPRO shall hold a
retention fees at five percent (5%) of each assignment executed by Independent Contractor to
a maximum amount as determined by WORDSPRO. No interest shall be incurred by
WORDSPRO in holding the retention fees.
ii) The retention fees shall be deducted from the payment payable to the Independent
Contractor.

iii) Retention fees shall only be returned to the Independent Contractor upon overall
termination of the relationship between the Parties and subject to a sixty (60) days request of
retention fees claim notice in writing by Independent Contractor.
iv) In any event where Independent Contractor fails to execute Works properly or commit any
breach of its obligation under any agreement including these Terms and Agreement.
WORDSPRO may give Independent Contractor a notice in writing to remedy the said default.
The Independent Contractor shall remedy the said default within the period of six (6) hours
after receipt of such notice. Failing which WORDSPRO may utilize, forfeit or deduct any
payment due and/or damages, losses, charges or penalties arising from any cause whatsoever,
from the retention fees.
v) Any deduction, forfeiture or utilization of retention fees shall not absolve Independent
Contractor from its duties. In the event where the retention fees is not sufficient to cover the
said damage, losses, charges or penalties, WORDSPRO may at its discretion, use any means
necessary to indemnify itself including but not limited to taking legal action against
Independent Contractor.
1.6 Changes
i) Change Orders. WORDSPRO, without invalidating any agreement with Independent
Contractor, may instruct changes to the Works as it deems fit.
ii) Change Order Requirements. All change orders shall be a written order signed by the
WORDSPRO and shall specify:
(a) The elements of the Works to be changed,
(b) The impact, if any, that the requested change will have on the payment, the time for
performance of the works, and any other instruction deemed necessary by WORDSPRO.
(iii) Adjustments to payment. In the event that any such changes materially impact the cost of
the Independent Contractor performance of the Works or the time required for such performance,
the WORDSPRO shall decide at its sole discretion on the quantum of increase or decrease of
payment paid to Independent Contractor.
1.7 Completion of Works
Completeness of Works shall be determined by WORDSPRO at its sole discretion. The
Independent Contractor hereby agrees to make all revisions, additions, deletions or alterations as
requested by WORDSPRO without any fees and/or expenses to be paid to Independent
Contractor.
1.8 Tools and Instruments
Independent Contractor will independently supply all tools, equipment, and supplies required to
perform the Works. WORDSPRO shall not bear any expenses incurred by Independent Contractor
for any tools and instrument supplied to Independent Contractor in performing the Works.
1.9 Use of Independent Contractor information
Independent Contractor agrees and hereby consents the use of its information, including any
certificates, work experience, memberships and other information deemed necessary by
WORDSPRO to further WORDSPRO interest to provide better service to its Client.
2.0 Protection of Confidential Information.
2.1 Confidential Information.
a) Confidential Information shall be broadly defined and shall include all information including
those having or could have commercial value or other utility in the business in which
WORDSPRO is engaged or contemplating to engage or any information when disclosed by
unauthorized person could be detrimental to the interests of WORDSPRO or its Client, whether
or not such information is identified by WORDSPRO. By way of example and without limitation,
Confidential Information shall include any and all information concerning discoveries,

developments, designs, improvements, inventions, formulas, software programs, processes,

techniques, know-how, data, research techniques, customer and supplier lists, marketing, sales or
other financial or business information, scripts, all derivatives, improvements and enhancements to
any of the above. WORDSPRO Information shall also include WORDSPRO third-party
information which is in WORDSPRO possession or otherwise and under an obligation of
confidential treatment.
2.2 Protection of WORDSPRO Information.
WORDSPRO may disclose Confidential Information to Independent Contractor during
performance of the Works and the Independent Contractor hereby agrees that at all times during
or subsequent to the performance of the Works, the Independent Contractor will keep confidential
and shall not divulge, communicate, or use WORDSPRO or its Client Information, except for
Independent Contractor's own use to the extent necessary to perform the Works. Independent
Contractor further agrees not to cause any transmission, removal or transport of tangible
embodiments of, or electronic files containing, WORDSPRO Information or its Clients from
WORDSPRO place of business or its Clients principle place of business, without prior written
approval of WORDSPRO and its Client.
2.3 WORDSPRO Property.
All materials, including without limitation to documents, drawings, drafts, notes, designs,
computer media, electronic files and lists, including all additions to, deletions from, alterations of,
and revisions in the foregoing (hereinafter referred to as Materials), which are furnished to
Independent Contractor by WORDSPRO or its Clients which are developed in the process of
performing the Works, or embody or relate to the Works, WORDSPRO and its Client Information
and/or derivative works derived from the Works, are the property of WORDSPRO or its Clients,
and shall be returned by Independent Contractor to WORDSPRO promptly upon completion of
each Works or upon WORDSPRO's request together with any copies thereof, and in any event
promptly upon expiration or termination of this Terms and Condition for any reason. Independent
Contractor shall not be granted in any ways any rights in or to such Materials, WORDSPRO
Information or any Works, except as necessary to fulfill its obligations under this Terms and
Condition. Independent Contractor shall not use or disclose the Materials, WORDSPRO
Information, Clients information or any Works to any third party.
3.0 Representations and Warranties.
Independent Contractor represents and warrants to WORDSPRO that:
(a) Independent Contractor has full power and authority and all rights necessary in performing the
Works including having all relevant standard of practice and ethical obligation to perform the said
Works;
(b) Independent Contractor on performing the Works does not violate any contract with any third
party;
4.0 Duration of Terms and Condition.
This Terms and Condition shall be enforce upon the acceptance of Independent Contractor of any
Works requested by WORDSPRO and shall only be terminated after five (5) years of completion
of the Works.
5.0 Termination of Terms and Condition
a)The Independent Contractor agrees that WORDSPRO may terminate any Agreement with
Independent Contractor at any time without notice or any further payment if the Independent
Contractor is in breach of any of the terms of this Terms and Condition.
6.0 Obligations Surviving Termination of Any Agreement Between the Parties

All obligations to preserve WORDSPROs Confidential Information, Intellectual Property, nonsolicitation, retention fees, indemnification and other warranties and representations set forth
herein shall survive the termination of any contract between the Parties.
7.0 Remedies
a) WORDSPRO Remedy.
Independent Contractor acknowledges and agrees that in the event of a breach or threatened
breach of this Terms and Condition and any agreements between the Parties by Independent
Contractor, WORDSPRO will suffer irreparable harm and will therefore be entitled to civil claims
including but not limited to damage, indemnification, injunctive relief, specific performance and
other equitable relief against Independent Contractor.
b) Independent Contractors Remedy.
Independent Contractors remedy, if any, for any breach of this Terms and Condition shall be
solely in default of payment for Works rendered. Independent Contractor waives and relinquishes
any right Independent Contractor may otherwise have to obtain injunctive or equitable relief
against WORDSPRO and any third party with respect to any dispute arising under any agreement.
8.0 Agency.
Independent Contractor is not WORDSPROs agent or representative and has no authority to
bind or commit WORDSPRO to any Contract or other obligations. Any unauthorized
representation or bonding shall be void.
9.0 Ownership of the Works
Any Works, derivative works and any elements thereof created, performed, contributed or
prepared by Independent pursuant to any agreement with WORDSPRO or performing Works as
instructed by WORDSPRO, including but not limited to all copyrights, patents, rights of
reproduction, rights of ownership to any Works therein will be assigned to WORDSPRO as the
sole and exclusive property of WORDSPRO.
10.0 Location of Works
Unless specified in writing by WORDSPRO, WORDSPRO agrees that Independent Contractor's
Works need not be rendered at any specific location.
11.0 Performance of Works
Independent Contractor shall perform any Works instructed in a diligent and workmanlike manner
and in accordance with any schedule as instructed by WORDSPRO. The content, style, form and
format of any Works produce shall be completed in satisfaction of WORDSPRO and shall be
consistent with WORDSPROs standard.
12.0 Indemnification
a) Independent Contractor agrees to indemnify and hold harmless WORDSPRO and its officers,
directors, employees and agents, from and against all claims, liabilities, losses, costs, damages,
judgments, penalties, fines, attorneys' fees, court costs and other legal expenses, insurance
deductibles and all other expenses arising out of or relating to, directly or indirectly, from:
(i) the negligent, grossly negligent, or intentional act or omission of Independent Contractor or
its directors, officers, employees, agents or Sub-contractors,
(ii) Independent Contractor's failure to perform any of its obligations under this Terms and
Condition, and
(iii) Any act or omission of Contractor in connection with the Work.
(b) Notification. WORDSPRO will within a reasonable period notify Contractor of any claim for
indemnification.
13.0 Warranties
Independent Contractor warrants that:

a) All Works produced by Independent Contractor shall be made in a professional, competent

manner and suitable for the purpose intended.
b) Works performed shall not infringe any patent, trademark, copyright, or other proprietary right.
Should any claim of infringements be brought against WORDSPRO, Independent Contractor shall
indemnify, defend and hold WORDSPRO harmless from and against any and all claims, actions,
liabilities, expenses, costs and any demands together with attorney fees relating to or arising from
any such claim or any patent, design, copyright, trademark, proprietary right, right of privacy, or
similar action, suit or proceeding.
c) The Independent and its employees have sufficient expertise, training and experience to
accomplish the Works; and Independent Contractor agrees to take steps necessary to ensure any
Works done by its employee to be owned and vested to WORDSPRO.
14.0 Variation of Terms and Condition
WORDSPRO may at its own discretion vary the Terms and Condition as it deems fit and it shall
notify Independent Contractor in writing. Any Independent Contractor may dispute such variation
within three (3) days upon notification. Upon the lapse of the said three (3) days, the variation is
deemed to be accepted by Independent Contractors and shall bind any past, current and future
agreements between the Parties.
15.0 Independent Contractor Information
Due to the nature of the relationship between the Parties, Independent Contractor hereby consent
any usage of its information including but not limited to private information by LCC in order to
commercialise WORDSPRO business.
16.0 Hierarchy of Documents
In any case where discrepancies between documents occur, the parties agree to be bound by the
following contractual hierarchy of relationship between documents:
a) This INDEPENDENT CONTRACTOR TERMS AND CONDITIONS
b) OFFER LETTER
d) Other related documents (including any agreements produced by Independent Contractor and
signed by WORDSPRO).
17.0 Action Prejudicial Against the WORDSPRO
Independent Contractor hereby agree to refrain from any action that may prejudice against
WORDSPRO including but not limited to any communication with any Client and any potential
Client of WORDSPRO that may prejudice against WORDSPRO interest.
18.0 Non-solicitation/ Non-Competition
18.1 During the terms of any Agreement between the Parties and for two (2) years thereafter,
Independent Contractor shall not directly or indirectly, solicit services to WORDSPRO Client or
its prospective client.
18.2 Independent Contractor understands and acknowledges that this restriction is reasonable to
protect WORDSPROs legitimate interest in protecting its confidential information, customer
contact and other legitimate business interests
18.2 In any event Independent Contractor violates this Clause. Independent Contractor will pay
liquidated damages equal to 100% of the payments received by Independent Contractor.
Independent Contractor represents that the liquidated damages payable is only a reasonable
estimate of the damage sustained by WORDSPRO and not a penalty. WORDSPRO would also
reserve its rights to take any action against Independent Contractor including application for
injunction, specific performance and other remedies necessary.
19.0 Governing Law
This Terms and Condition shall be governed by and construed in accordance with the laws of
Malaysia. The Parties hereby consent to exclusive jurisdiction of Malaysia courts for any action,

suit to enforce any rights or remedy or any interpretation of any contract made between the
Parties.
20.0 Binding Effect
This Terms and Condition shall be binding upon, and inure to the benefit of, the successors,
executors, heirs, representatives, administrators and permitted assigns of the Parties hereto.
21.0 Severability
If any provision of this Terms and Condition is held to be illegal or invalid under present or future
laws or regulations effective and applicable during the term of this Terms and Condition, such
provision shall be fully severable and this Terms and Condition shall be construed as if such illegal
or invalid provision had never comprised as part of any Agreement between the Parties and the
remaining provisions of this Terms and Condition shall in full force and effect and shall not be
affected by the illegal or invalid provision or by its severance from this Terms and Agreement.
22.0 Entire Terms and Condition.
This Terms and Condition, including any exhibits, appendix and regulations shall constitutes the
entire understanding of the parties with respect to the Works and supersedes all prior and
contemporaneous Agreement or understandings, inducements or conditions, express or implied,
written or oral, between the parties.
23.0 Time.
Independent Contactor agrees that time is of the essence in this Terms and Condition and shall be
bound by it.
24.0 Definition
24.1 WORDSPRO shall refer to WORDSPRO PLT (Partnership No: LLP0002174) a
partnership having its registered address at No 6, Jalan 1/3J ,Seksyen 1, 43650 Bandar Baru
Bangi, Selangor, Malaysia.
24.2 Independent Contractor shall refer to the person or company who has consented to
provide Services for the Works
24.3 Client shall be defined widely and shall refer to any client including any clients who have
made an Agreement with WORDSPRO and any prospective Client of WORDSPRO.