SALES AGENCY AGREEMENT

This AGENCY AGREEMENT (the “Agreement”) is entered into between the Agent and Aman Networks PLT, a company with its principal place of business at Leisure Commerce Square, 46150 Petaling Jaya, Malaysia.

1. DEFINITIONS
1.1 “Products and / or Services” initially shall mean those products / services listed in the appointment letter to Agent and any such additional products that Company may manufacture or sell and shall be referred as the ‘product’ in this Agreement. Products may be changed, discontinued, or added by mutual agreement of the Parties. Agent shall have the right of first refusal to represent any additional product / services, including Product upgrades and modifications, represented, sold, or marketed by Company.

1.2 “Territory” means the geographical area offered in the appointment letter to Agent.

1.3 This Agents’ Agreement is also known as the Agency Terms and Conditions, hereinafter shall be referred to as the ‘Agreement’.

1.4 This Agreement shall apply to Media advisor, Media Representative and Media Dealer who shall indicate their agreement to this Agreement during application and who shall be referred to as the ‘Agent’ in this Agreement

2. APPOINTMENT AND AUTHORITY OF AGENT
2.1 Sales Agent.
Subject to the terms and conditions herein, Company appoints Agent as Company’s sales Agent for the Products in the Territory, and Agent accepts such appointment.

2.2 Independent Contractors.
The relationship of Company and Agent established by this Agreement is that of an independent contractor, and nothing contained in this Agreement shall be construed to:
(i) give either party the power to direct and control the day-to-day activities of the other, or
(ii) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking, or
(iii) allow Agent to create or assume any obligation on behalf of Company for any purpose whatsoever. All financial and other obligations associated with Agent’s business are the sole responsibility of Agent, Agent shall be responsible for, and shall indemnify and hold Company free and harmless from, any and all claims, damages or lawsuits (including Company’s attorneys’ fees) arising solely out of the acts or Agent, its employees or its agents.

3. COMMISSION
3.1. Sole Compensation.
Agent’s sole compensation under the terms of this Agreement shall be a commission (“Commission”) as published elsewhere on this website and amended from time to time, on the net sales of all Products ordered, delivered or sold by the Agent.

3.2. Schedule of Commission.
The Schedule of Commission shall as publish elsewhere on this website and apply to all orders solicited by Agent. Commissions shall be computed on the net sales amount invoiced by Company to the customer, provided no commission shall be paid with respect to charges for handling, freight, taxes, C.O.D. charges, insurance, tariffs and duties, cash and trade discounts, rebates, amounts allowed or credited for returns, uncollected or uncollectible amounts, services, and the like.

3.3. Payment.
Commissions shall be paid in MYR and shall be subject to all applicable governmental laws, regulations and rulings. Gross Commission will be paid to the Agent who shall be responsible for their own government taxes or fees.

3.4. Time of Payment.
The Commission for a given order shall be earned by Agent when that order is placed and paid. The Commission shall be calculated on a monthly basis.

3.5. Commission Charge-Back.
Company shall have the right, while this Agreement is in effect, to write off as bad debts such overdue customer accounts as it deems advisable after notifying Agent and providing Agent the opportunity to attempt to induce payment. In each such case, Company may charge back to Agent’s account only any amounts previously paid to Agent. If such accounts are paid at any time, Agent shall be entitled to the applicable commissions.

3.6. Monthly Statements.
Company shall submit to Agent monthly statements of the commissions due and payable to Agent under the terms of this Agreement.

4. SALE OF THE PRODUCTS
4.1 Prices and Terms of Sale.
Company shall provide Agent with copies of its current price lists, its delivery schedules, and its standard terms and conditions of sale, as established from time to time. Agent shall quote to customers only those authorized prices, delivery schedules, and terms and conditions, and shall have no authority to quote or offer any discount to such prices or change any such terms and conditions, without the consent of Company. Company may change the prices, delivery schedules, and terms and conditions, provided that it gives Agent at least 30 days prior notice of any changes; however, such changes shall not affect any existing contacts or pricing agreements. Each order for a Product shall be governed by the prices, delivery schedules, and terms and conditions in effect at the time the order is accepted, and all quotations by Agent shall contain a statement to that effect.

4.2 Quotations.
The Agent shall furnish the company copies of all quotations submitted to customers.

4.3 Orders.
All orders for the Products shall be in the prescribed form and format provided by the company. The original shall be submitted to the Company.

4.4 Acceptance.
All orders obtained by Agent shall be subject to acceptance by Company at its principal office and all quotations by Agent shall contain a statement to that effect. Agent shall have no authority to make any acceptance or delivery commitments to customers. The Company specifically reserves the right to reject any order or any part thereof at its own discretion.

4.5 Credit Approval.
Company shall have the sole right of credit approval or credit refusal for its customers in all cases.

4.6 Collection and Transaction.
It is expressly understood by Agent that all transactions and payments shall be by electronic means and Agent shall not collect any cash payment from Customers at any time.

4.7 Product Availability.
Company shall not be responsible to Agent or any other party for its failure to fill accepted orders, or for its delay in filling accepted orders, when such failure or delay is due to a cause beyond Company’s reasonable control.

5. ADDITIONAL OBLIGATIONS OF AGENT

5.1 Annual Quota Commitment.
The company does not practice any quota system. However, should any Agent be found to be inactive for three consecutive months within the period of his appointment, the company shall have the right to revoke such appointment by giving the Agent a 30 days’ notice.

5.2 Promotion of the Products.
Agent shall, at his own expense, promote the sale of the Products in the Territory.

5.3 Facilities, Office and Staff
Should the Agent wish to have his own company and employees, the Agent shall provide himself with, and be solely responsible for;
(i) such facilities, employees, and business organization, and
(ii) such permits, licenses, and other forms of clearance from governmental or regulatory agencies, if any, as it deems necessary for the conduct of his business operations in accordance with this Agreement.

5.4 Customer and Sales Reporting.
Agent shall, at its own expense, and in a manner consistent with the sales policies of Company:
(a) provide adequate contact with existing and potential customers within the Territory on a regular basis; and
(b) assist the Company in assessing customer requirements for the Products.

5.5 Customer Service.
Agent shall diligently assist his customers to understand the Products and shall perform any additional customer service as required and the Company may reasonably request such service as required.

5.6 Product Complaints.
Agent shall promptly investigate and monitor all customer and/or regulatory complaints and/or correspondence concerning the use of the Product in the Territory. Agent shall immediately notify Company of all such complaints and/or correspondence in accordance with the following:

(a) Agent shall advise Company of all complaints relating to the Product / Service as promptly as possible but not more than three calendar days following the date Agent receives such complaint;
(b) All complaints other than those related to the Product shall be reported to Company within three calendar days following the date Agent receives such complaint.

5.7 Expense of Doing Business.
Agent shall bear the entire cost and expense of conducting his business in accordance with the terms of this Agreement.

5.8 Representations.
Agent shall not make any false or misleading representations to customers or any other party regarding Company or the Products. Agent shall not make any representations, warranties or guarantees with respect to the specifications, features or capabilities of the Products that are not consistent with Company’s documentation.

6. ADDITIONAL OBLIGATIONS OF COMPANY
6.1 Training by Company.
Company shall provide any required training to the Agent at periodic intervals, with the frequency and content of the training to be determined by Company.

6.2 Telephone Marketing and Technical and Sales Support.
Company shall provide a reasonable level of telephone marketing and technical support to Agent and his clients. Company shall use its best efforts to support Agent’s sales and marketing activities.

6.3 Delivery Time.
Company shall use its best efforts to fulfill delivery obligations as committed in acceptances.

6.4 New Developments.
Company shall promptly inform Agent of new product developments relating to the Products.

7. TRADEMARKS
During the term of this Agreement, Agent shall have the right to indicate to the public that it is an authorized Agent of the Products and to advertise (within the Territory) such Products under the trademarks, marks, and trade names that Company may adopt from time to time (“Trademarks”). Agent shall not alter or remove any Trademark applied to the Products. Except as set forth in this Article 7, nothing contained in this Agreement shall grant to Agent any right, title or interest in the Trademarks.

8. CONFIDENTIALITY
Agent acknowledges that by reason of his relationship to the Company hereunder he will have access to certain information and materials concerning Company’s technology, and products that are confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties. Agent agrees that he will not use in any way for his own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to him in written or other tangible form or verbally, identified as confidential, by Company without the prior written consent of the Company. Agent shall take every reasonable precaution to protect the confidentiality of such information. In the event of termination of this Agreement, there shall be no use or disclosure by Agent of any confidential information of Company, and Agent shall not manufacture or have manufactured any devices, components or assemblies utilizing any of Company’s confidential information. This section shall not apply to any confidential information which is or becomes generally known and available in the public domain through no fault of Agent. This provision shall survive and shall remain valid and enforceable for 5 years after the date of appointment of the Agent or any subsequent re-appointment.

9. INDEMNIFICATION
The Company shall be solely responsible for the design, development, supply, production and performance of its products and the protection of its trade names and patents. The Company agrees to indemnify, hold the Agent harmless against and pay all losses, costs, damages or expenses, whatsoever, including counsel fees, which the Agent may sustain or incur on account of infringement or alleged infringements of patents, trademarks or trade names resulting from the sale of the Company’s products, or arising on account of warranty claims, negligence claims, product liability claims or similar claims by third parties. The Agent shall promptly deliver to the Company any notices or papers served upon it in any proceeding covered by this Indemnification Agreement, and the Company shall defend such litigation at its expense. The Agent shall, however, have the right to participate in the defense at its own expense unless there is a conflict of interest, in which case, the Agent shall indemnify the Company for the expenses of such defense including counsel fees. This provision shall survive and remain in full force and effect after the termination or nonrenewal of this Agreement.

10. TERM AND TERMINATION
10.1 Term.
This Agreement shall continue in full force and effect for a period of 5 years from the date of first appointment of the Agent or any subsequent re-appointment, unless terminated earlier by the Company on a case-to-case basis.

10.2 Return of Materials.
All Information and other property belonging to Company shall remain the property of Company and shall be immediately returned by Agent upon termination. Agent shall not make or retain any copies of any Information.

11. MISCELLANEOUS

11.1. Notices.
Any notice required or permitted by this Agreement shall be in email or electronic format or writing and shall be sent by email or registered or certified mail, return receipt requested, addressed to the other party at the last known address.

11.2. Electronic Document Transmissions
EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Agreement

11.3. Assignment
Notwithstanding anything to the contrary in this agreement the Company may assign this Agreement to a successor-in-interest upon a change of control, merger, reorganization, or sale of all or substantially all of the assets of the Company.

11.4. Force Majeure.
The Company shall not be liable for a failure or delay in its performance under this Agreement where such failure or delay is the result of fire, flood, earthquake or other natural disaster, act of God, riot, labor dispute, war, embargo, armed hostilities or
acts of terrorism, any declaration of war by the government or any other national or international emergency, the intervention of any governmental authority, or any other cause beyond the Company’s reasonable control.

11.5. Severability
If any provision of this Agreement is held illegal, invalid or unenforceable such illegality, invalidity or unenforceability will not affect the other provisions of this Agreement which shall remain in full force and effect.

12. APPLICABLE LAW
This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of Malaysia and subject to the exclusive jurisdiction of the courts located in Malaysia.