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Dated this day of 2016

BETWEEN

COMPANY NAME
(Company No. XXXXX-W)

AND

COMPANY NAME
(Business Registration No. XXXXX)

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AGREEMENT

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This Agreement is made the day of 2016

BETWEEN:

COMPANY (Company No. XXXXX-W), a company incorporated in Malaysia under the Companies Act,
1965, and having its registered office at __________________________________________________
(the Customer) of the one part;

And

COMPANY (Business Registration No. XXXX), a business registered in Malaysia under the Business
Registration Act, 1956 and having its principal place of business at
____________________________________ (the Service Provider) of the other part.

WHEREAS:

A. Pursuant to the mutual oral agreement made between the Customer and the Service Provider, the
Customer has agreed to buy from the Service Provider and the Service Provider has agreed to sell
to the Customer a system called PHP Point of Sale (the System) for a total price of RM00,000.00.

B. Subsequent to the mutual oral agreement and consideration, the Customer has paid a sum of
RM00,000.00 as initial payment to the Service Provider, and the Service Provider has provided the
System to the Customer.

C. The parties have agreed to enter into this Agreement to set out the terms and conditions in respect
of the duties and responsibilities of the Service Provider towards the Customer upon payment of
the balance price by the Customer to the Service Provider.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATIONS

1.1 Interpretations

1.1.1 The Appendices hereto shall be taken, read and construed as an essential and integral
part of this Agreement. Reference to Clauses and Schedules are to be construed as
references to Clauses and Schedules of this Agreement, unless otherwise provided herein.

1.1.2 Words applicable to natural persons include any body of persons, company, firm or
partnership incorporated or unincorporated and vice versa.

1.1.3 References to days, weeks, months and years shall be construed by reference to the
Gregorian calendar.

1.1.4 The expression "this Agreement" or any similar expression shall comprise the Clauses and
Appendices of this Agreement and shall include any supplemental written agreement,
appendices, schedules, attachments whatsoever appended or attached thereto as may be
executed and be in force from time to time or any time.

1.1.5 Words importing any gender shall include any other gender. Words importing the singular
number shall include the plural number and vice versa.
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1.1.6 The headings and sub-headings to the Clauses of this Agreement are for convenience of
reference only and shall not affect the interpretation and construction thereof.

2. AGREEMENT

In mutual consideration of the parties respective undertakings herein and subject to the terms and
conditions as contained under this Agreement, the Customer has appointed the Service Provider
as the preferred service provider for the System and the Service Provider has agreed to provide
and supply full maintenance for the System together with the related support services for the
System at all times according to the period mentioned in Clause 5.1 below.

3. SERVICE PROVIDERS RESPONSIBILITIES

3.1 The Service Provider shall at all times:

3.1.1 exercise the skill, care and diligence in carrying out its obligations in maintaining the
System pursuant to this Agreement as should be exercised by a fully qualified and
competent service provider, fully skilled and experienced in carrying out work of a similar
nature and extent to the works and services to be carried out pursuant to the Agreement;

3.1.2 promptly, diligently and efficiency provide the maintenance services of the System;

3.1.3 comply and respond to all lawful and reasonable requests (custom-made and/or future
request) by the Customer within fourteen (14) days to thirty (30) days after receiving the
request;

3.1.4 provide relevant personnel to assist the Customer in the maintenance and operation of the
existing features and/or new features of the System (if any);

3.1.5 issue invoice to the Customer for each custom-made and/or future request by the
Customer.

3.2 For the duration of the valid period of the Term or Renewal Term (as defined in Clause 5.1 and
Clause 5.2 respectively), the Service Provider shall provide full maintenance support for the System
(as defined in clause 3.3 below) at all times and shall attend to any complaints or problems in
respect of the System as may be informed by the Customer and/or any personnel of the Customer
without delay.

3.3 The Service Provider shall provide, install, configure and maintain all existing features, options and
operations of the System and shall comply with all lawful and reasonable requests and directions
of the Customer while installing, configuring and maintaining the System.

3.4 In the event that the System has malfunctioned and/or internet connection breakdown and/or being
hacked by a third party and as a result of which, the Customer is unable and/or prevented from
accessing the System, the Service Provider shall have a full responsibility to remedy and rectify
such situations/problems immediately within twenty four (24) hours with additional fees which
agreed by both parties. Failing which, the Service Provider shall not be responsible for all losses
incurred by the Customer.

4 CUSTOMERS RESPONSIBILITIES

4.1 The Customer shall:

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4.1.1 upon signing this Agreement, pay a sum of RM00,000.00 to the Service Provider being the
balance sum of the total price as agreed in the mutual oral agreement;

4.1.2 give notice to the Service Provider by way of any note of quotation or any means in relation
to the custom-made and/or future request for the changes or additional features regarding
the operations of the System;

4.1.3 make any payment to the Service Provider in relation to the changes or additional features
which agreed by both parties;

4.1.4 inform the Service Provider immediately or within seven (7) days in the event of internet
breakdown, hijacked or malfunctioned.

5 TERM

5.1 This Agreement shall commence on the date of the last of either party to execute this Agreement
and shall remain in force for a period of two (2) years (Term) unless and until extended or
terminated, as the case may be, in accordance with the provisions herein.

5.2 The Customer shall have the option to renew this Agreement hereof for a further period of two (2)
years (Renewal Term) on the same terms and conditions herein contained save and except for
variations (if any) of the fees. The Customer shall give the Service Provider notice of its intention
to exercise this option in writing.

6 TERMINATION

6.1 Neither party shall be entitled to terminate this Agreement for the duration of the Term stated in
Clause 5.1 above provided that either party may terminate this Agreement without assigning any
reason thereof and without any liability to the other party by giving to the other party one (1) months
prior notice in writing during the Renewal Term(s).

6.2 The expiration or earlier termination of this Agreement for any reason whatsoever shall not
prejudice or affect any rights or remedies that either party may have in relation to any antecedent
breaches of this Agreement by either party.

6.3 In the event the Service Provider:

6.3.1 is in breach of this Agreement and has not remedied the breach within thirty (30) days of
receipt of written notice from the Customer requiring remedy of such default; or

6.3.2 is insolvent or takes any corporate action or other steps are taken or legal proceedings are
commenced from its winding up, liquidation or dissolution (other than for purposes of
solvent reconstruction on terms approved by the Customer) or for the appointment of a
receiver, receiver and manager, official manager, liquidator, provisional liquidator, trustee,
or similar officer over Customer or any or all of its revenues or assets;
then both parties shall be entitled by written notice to treat such as failure, breach or default as a
repudiation of this Agreement and to immediately terminate this Agreement.

6.4 Without prejudice to the Customers rights under Clause 6.3, the Customer may at its sole
discretion elect to suspend the payment or any part thereof, with or without notice to the Service
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Provider, if it considers that the Service Provider has breached any of its obligations under this
Agreement.

6.5 In the event the Service Provider has fail to provide the maintenance services on time as stipulated
in Clause 3 above to the Customer under this Agreement and if Service Provider has not remedied
the default within thirty (30) days of receipt of written notice from the Customer, the Customer shall
with or without any further notice terminate this Agreement and as the remedy of default the Service
Provider are liable for charges and losses incurred by the Customer and the cost of the termination
and any other cost deemed fit for re-appointment of new service provider.

6.6 Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or
liabilities of either Party nor shall it affect the coming into force or the continuance in force of any
provision hereof which is expressly or by implication intended to come into or continue in force on
or after such termination.

7 PROPRIETARY INFORMATION & CONFIDENTIALITY

7.1 The Service Provider shall at all times take all reasonable precautions to safeguard the secrecy of
the Customers records, databases, passwords and information which available in the System.

7.2 The Customer shall have the right to review and approve the Service Providers procedures for
handling records, databases and information of the Customer, and make such inspections as the
Customers deems necessary to assure its records, databases and information are being properly
safeguarded by the Service Provider.

7.3 The Service Provider may receive or have access to technical information originated by the
Customer, which technical information may contain proprietary information or disclosures of
patentable inventions for which patents may not have been issued or patent applications may not
have been filed. The Service Provider agrees that such technical information shall be and remain
the exclusive property of the Customer, and that the Service Provider shall use all reasonable
efforts to keep it confidential. With respect to all such information to be kept confidential, the Service
Provider agrees:-

7.3.1 not to reproduce, publish or disclose it to others without the Customers prior written
approval;

7.3.2 to return to the Customer all such information which is written or graph form; and

7.3.3 use such information for purpose other than the performance of such work under this
Agreement only upon such terms as may be agreed by the Customer and the Service
Provider in writing.

8 REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to each other that they have the power and authority to enter
into this Agreement and to perform their respective obligations under this Agreement and that this
Agreement will constitute their legal, valid, binding and enforceable obligations.

9 FORCE MAJEURE

9.1 Neither party shall be deemed to be in breach of this Agreement or otherwise be liable to the other
party for the delay in the performance or non-performance of any of the non-performing partys
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obligations under this Agreement to the extent that the delay or non-performance is due to any
event or circumstances which is beyond the non-performing partys reasonable control (Force
Majeure Event).

9.2 For the purposes of this Agreement, a Force Majeure Event shall include without limitation acts of
God or of the public enemy, war, insurrection, mob violence, civil commotion or riots, strikes,
lockouts, machinery break-downs, labour disputes, fires, floods, earthquakes, epidemics,
shortages of labour or material, unusual delays in transportation, unavoidable casualty, accidents,
abnormal amounts of inclement weather or unusually severe weather, changes in governmental
policy, laws or regulations.

9.3 Either party may terminate this Agreement by written notice to the other party if the Force Majeure
Event continues for three (3) weeks from the date of occurrence of such event.

10 INTELLECTUAL PROPERTY RIGHTS (IPR)

All IPR in the System, Device or Service shall continue to remain vested in the Customer and/or its
related companies or applicable licensor. Intellectual Property Rights means any and all
intellectual property or proprietary rights, including copyright rights, droit moral rights, moral rights
of authors, and all other similar rights however denominated throughout the world, patent rights,
mask work rights, and trade secret rights, whether now known or hereafter recognized in any
jurisdiction.

11 GENERAL INDEMNIFICATIONS

To the extent permitted by the limitation provisions in this Agreement, both parties shall indemnify
the other against any loss, damages, claims, demands, actions whatsoever arising from a breach
of the terms of this Agreement. Additionally, the Service Provider keep the Customer indemnified
fully and effectively against all losses, damages, demand, actions, proceedings, liabilities, costs
and expenses incurred by or brought against the other related companies or consultant of the
Service Provider in connection with any action, omission, breach, default, misconduct, illegality or
negligence, its licensees or invitees in connection with any breach of this Agreement.

12 CONFLICTING TERMS

Notwithstanding anything contained herein under this Agreement, the Customer shall have the
rights and privileges to amend and/or vary any instruction given to the Service Provider and should
there be any conflicting terms and conditions herein under this Agreement, the terms and conditions
under the mutual oral agreement, the terms and conditions under this Agreement shall prevail.

13 MISCELLANEOUS PROVISIONS

13.1 The parties agree that this Agreement and all matters pertaining hereto, shall be considered as
confidential and no party hereto shall issue a press release or otherwise publicize the transactions
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contemplated by this Agreement or otherwise publicly disclose the nature or contents of this
Agreement without the prior written consent of the other party hereto.

13.2 No failure or delay on the part of any party hereto in exercising or omission to exercise any right,
power, privilege or remedy under this Agreement shall impair any such right, power, privilege or
remedy or be construed as waiver thereof or an acquiescence in such default, nor shall any action
by any party hereto in respect of any default or acquiescence in such default, affect or impair any
right, power, privilege or remedy which that party may have in respect of any other or subsequent
default.

13.3 Any notice or communication required to be given under this Agreement shall be in writing and
addressed to the party at their address as contained herein and shall be deemed to have been
given or made as follows:

13.3.1 if sent by personal delivery, upon delivery;

13.3.2 if sent by pre-paid post, three (3) days after posting;

13.3.3 if sent by facsimile when transmitted provided that the transmission slip of the sender
indicates that the transmission has been transmitted, the facsimile is legible and that the
hardcopy of the notice is sent within three (3) days from the date of transmission.

13.4 This Agreement constitutes the entire agreement between the parties with respect to the matters
dealt with herein and supersedes any previous agreement or understanding between the parties in
relation to such matters.

13.5 This Agreement shall be binding upon each of the parties hereto and their respective successors
in title and permitted assigns.

13.6 No modification, variation or amendment of this Agreement or the Appendices hereof shall have
any legal effect and force unless such modification, variation or amendment is in writing and
executed by the parties.

13.7 If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
respect under the law of any jurisdiction that shall not affect or impair:

13.7.1 the legality, validity or enforceability in that jurisdiction of any other provision of this
Agreement; or

13.7.2 the legality, validity or enforceability under the law of any other jurisdiction of that or any
other provision of this Agreement.

13.8 This Agreement shall be governed by and construed in accordance with laws of Malaysia and the
parties hereto agree to submit to the non-exclusive jurisdiction of the courts of Malaysia.

13.9 Time wherever mentioned in this Agreement shall be of the essence of this Agreement.

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IN WITNESS WHEREOF the parties hereto have duly executed this Agreement on the day and year first
above written
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For and on behalf of COMPANY NAME

For and on behalf of COMPANY NAME
(Business Registration No. XXXXX-T)
(Company No. XXXXX-W)

Signature : Signature :

Name : Name :
Designation : Designation :
Date : Date

Witnessed by Witnessed by

Signature : Signature :

Name : Name :
Designation : Designation :
Date : Date

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