By
COMPANY NAME
& ADDRESS
AND
( Registration address)
XXXXXXXXXXXXXXXXXXXXXXXXXXXX
THIS AGREEEMENT is made on the < 23 > day of <JUNE 2015 >.
BETWEEN:-
1. Company Name (PARTY A), a private company, incorporated in Malaysia, Registration No.
---------and having its permanent operational office address at ( address), Malaysia represented
by (BOARD OF DIRECTOR), on one part.
AND
WHEREAS:-
I. PARTY A has the experience and expertise and is ready, willing and able to provide project
contract and financial facility in the areas of trading.
II. PARTY B is ready, willing and able to provide contract supplier and licensing for rubber trade
to satisfy the financial requirements and single runner of the project for this Joint-Cooperation.
III. The PARTIES hereby agree to provide their respective expertise and capabilities to enter into a
mutually agreed project platform.
IV. The PARTIES hereby understand and agree that all shares are must be divide based on profit
sharing and not liquidity facilities.
V. IV.PARTY A has full authority over liquidity facilities, and will provide some funding on
projects with PARTY B on the basis of the amount of capital to run the business.
1. ROLES OF PARTIES
1.1. PARTY A shall primarily be responsible for all technical, tactical, logistical and operational
matters pertaining to the proposed Joint Co-Operation including, but not limited to the
following:
a. Contract from any Government or GLC company
b. Financial Facilites.
1.2. PARTY B shall primarily be responsible for all technical, tactical, logistical and operational
matters pertaining to the proposed Joint Co-Operation including, but not limited to the
following:
a. Contract from supplier
b. Rubber Licensing
2.1. The profits from the profit sharing shall be equally divided between PARTY A and PARTY
B which is 50% (Fifty percent)..
3.1. Each party shall be responsible to pay their own taxes imposed by the country in which they
are operating in.
4.1. It will be and at all times hereafter shall be corporation duly organized, validly existing and
in good standing under the laws of Malaysia has the corporate power and authority to
conduct business now conducted and as proposed while this Agreement is in effect;
4.2. Execution and delivery of this Agreement and performance of the transactions contemplated
are within the corporate authority of both parties and have been duly authorized by all
proper and necessary corporate action, and will not violate or contravene any provisions of
law or the articles of incorporation.
4.3. This agreement is a legal and binding obligation of both parties enforceable in accordance
with its terms.
4.4. Execution and delivery of this Agreement and performance of the transactions contemplated
do not require any approval or consent of any governmental authority, stockholders of each
party, or of any other person.
4.5. There is no litigation, proceeding, or legal investigation pending or, threatened against or
relating to both parties, its properties or businesses.
4.7. Both parties are not in default under a contract, which default would have a material
adverse effect on business, properties, or conditions respecting any of its indebtedness, and
no holder of any indebtedness has given notice of any asserted default there under, and no
liquidation or dissolution and no receivership, insolvency, bankruptcy, reorganization, or
other similar proceedings relative to its properties is pending or, to the knowledge, is
threatened against it.
4.8. The foregoing representations and warranties are made by both parties with the knowledge
and intention, and shall survive execution and delivery of this Agreement.
6. ASSIGNMENT
6.1. This Agreement shall ensure to the benefit of the Parties herein and its successors and
assigns, and the obligations of the Parties under this Agreement shall be binding on him and
successors-in-title.
6.2. Neither party may assign his right and transfer his obligations under this Agreement.
6.3. Assignment of all or part of its right under this Agreement must be done with the consent of
all concerned PARTIES party, Any such assignee shall be entitled to the full benefit of this
Agreement to the same extent as if it were an original party in respect of the right assigned.
7.1. Subject as otherwise provided in this Agreement, all notices, demand or other
communications required or permitted to be given or made hereunder shall be in writing
and delivered personally or sent by prepaid registered post addressed to the intended
recipient thereof at its/ his address or its/his email address set out below (or to such other
address or email address as any party may from time to time notify the others for purpose of
this Clause).
7.2. Any notice, demand or communication shall be deemed to have been duly served:-
( i ) if delivered personally, on the day of delivery;
(ii) if sent by email directly to the party concern
7.3. The permanent address, email address and telephone numbers of the parties for the
purposes of this Agreement are:-
Address: Address
Telephone: .
Email: ------------------------
Address: XXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXX
Telephone: +60XXXXXXX
Fax: +60XXXXXXX
Email: admin@xxxxxxxxxxx.com
8.1. This Agreement shall be governed by and construed in accordance with the laws of
Malaysia.
8.2. The parties irrevocably agree that the courts of Malaysia are to have jurisdiction to settle
any disputes which may arise out of or in connection with this Agreement and that
accordingly, any legal action or proceedings (Proceedings) arising out of or in
connection with this Agreement may be brought in those courts and waive any objection to
Proceedings in any such court on the venue that Proceedings have been brought in any
inconvenient forum.
8.3. That submission shall not affect the right of a party to take Proceedings in any other
jurisdiction nor shall the taking of Proceedings in any jurisdiction preclude any party from
taking Proceedings in any other jurisdiction whether concurrently or not.
8.4. Each of the parties hereto irrevocably and generally consents in respect of any Proceedings
anywhere to the giving of any relief or the issue of any process in connection with those
Proceedings including, without limitation, the making, enforcement or execution against
any assets whatsoever (irrespective of their use or intended use) of any other judgment
which may be made or given in this Proceedings, and agrees that any final order judgment
shall be conclusive.
SIGNED BY )
Name )
Board of Director )
ID CARD.:. )
for and on behalf of:- )
company name )
Date: . )
WITNESSED BY )
name )
ID CARD : .. )
SIGNED BY )
XXXXXXXXXXXXXXXXXX )
Board of Director )
Passport nos.: XXXXXXXX )
for and on behalf of:- )
)
Date: XX JUNE 2015 )
WITNESSED BY )
name )
ID CARD : xxxxxxxxxxx )