SAMPLE

PROJECT MANAGEMENT AND CONSTRUCTION AGREEMENT

THIS AGREEMENT is made this day of ,

200..

BETWEEN

_____________________________________(Company No. ___________), a

company incorporated in Malaysia and having its registered office at
_______________________________________________________ (“the Employer”)
of the one part;

AND

__________________________________(Company No. _________), a company

incorporated in Malaysia and having its registered office at
__________________________________________________(“the Main Contractor”)
of the other part.

RECITALS

A. The Employer has entered into a joint venture agreement dated

________________ (hereinafter referred to as “the JV Agreement’) with
_____________ (hereinafter referred to as “the Landowner”). The JV
Agreement is annexed hereto as Appendix A. Pursuant to the JV
Agreement, the Employer has obtained the right to develop the land
held under Grant No. _______, Lot situated in Mukim of
________________________________________ and measuring
approximately _______ acres (“the Land”) in accordance with the
development scheme referred to in the JV Agreement (hereinafter

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 referred to as “the Development”).

B. Pursuant to a letter of appointment dated _______________

(hereinafter referred to as “the Letter of Appointment”) the
Employer has agreed to appoint the Main Contractor as the main
contractor for the Development on a turnkey basis to design build
and construct the properties comprised in the Development in
accordance with the Approved Layout Plan or the amended layout
plan, as the case may be.

C. The Main Contractor has the expertise, knowledge, experience and

know-how in the field of planning, designing, building and
construction of various structures and buildings and the sale and
marketing of residential commercial and industrial buildings and
properties.

D. The parties hereto are now desirous of varying and setting out more
fully the terms and conditions of the Main Contractor’s appointment
as set out in the Letter of Appointment.

NOW IT IS HEREBY AGREED as follows :-

1. Interpretation

1.1 All the terms herein unless otherwise defined or set out herein shall
bear the same meaning and definition as that which is defined and
set out in the JV Agreement and Letter of Appointment.

2. Consideration

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2.1 The consideration for this Agreement shall be the mutual promises
and covenants herein contained.

3. Variation of Contract Sum

3.1 In consideration of the Main Contractor agreeing to undertake the

construction works in respect of the Development, the Employer
has, pursuant to Clause 2 of the Letter of Appointment, agreed to
pay the Main Contractor a sum of Ringgit Malaysia
__________________ (RM ____________) (hereinafter referred to as “the
Contract Sum”).

3.2 The parties hereto hereby agree that notwithstanding the terms of
Clause 2 of the Letter of Appointment, the parties shall have the
right to vary the Contract Sum upon commencement of the
construction works in the Development.

3.3 The Contract Sum shall be paid by the Employer to the Main
Contractor on a progressive basis and within Fourteen (14) days
from the date of receipt by the Employer of the architect’s
certificate for works done.

4. Main Contractor’s scope of works

4.1 Save and except as otherwise expressly provided for herein, it is the
express intention of the parties hereto that the Main Contractor
shall undertake and discharge the Employer’s obligations under the
JV Agreement. In amplification to the obligations stipulated in the
Letter of Appointment the Main Contractor’s scope of works,
responsibilities and obligations pursuant to its appointment herein
shall include but are not limited to the following:-

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4.1.1 the Main Contractor shall be responsible for the planning,
designing, constructing and building of all the works of the
entire Development in accordance with the Approved Plans
or any amended plans and within the budget annexed hereto
as Appendix B;

4.1.2 the Main Contractor shall conduct soil investigations on the

Land including making special surveys if necessary and such
other investigations and testing as may be required for the
proper execution and implementation of the Development;

4.1.3 the Main Contractor shall carry out and complete the
Development by the Completion Date or such extended
period as agreed to between the Employer and the
Landowner without unreasonable delay in every aspect of
the works and in conformity to the Approved Plans or any
amended plans and other specifications which have been
approved by the Appropriate Authorities;

4.1.4 the Main Contractor shall submit project feasibility, cash flow
and lay out plans including any subsequent variations and
amendments, if any, to the Employer, who will in turn submit
the same to the Landowner;

4.1.5 the Main Contractor shall prepare detailed architectural,

structural, mechanical, electrical and other necessary
drawings and plans for buildings and infrastructure and shall
submit the same to the Employer who shall in turn submit
the same to the Appropriate Authorities and/or the
Landowner for its approval thereof;

4.1.6 the Main Contractor shall nominate the architect, civil and

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 structural engineer, mechanical, electrical engineer, quantity
surveyor and other related consultants required for the
purpose of the Development (“the Consultants”) to be
appointed by the Employer but all fees, costs and charges of
their appointment and services rendered shall be paid by the
Main Contractor.

4.2 The Main Contractor hereby acknowledges that it has sighted the JV
Agreement and is fully aware of all the terms and conditions stated
therein and hereby agrees and undertakes that it will, subject to the
provisions of Clause 4.1 hereof, fulfil for and on behalf of the
Employer all such obligations as are required to be performed by
the Employer pursuant to the JV Agreement in every respect
thereof.

5. Main Contractor’s covenants

5.1 The Main Contractor hereby agrees and covenants as follows :-

5.1.1 that it shall pay the conversion premium within ______.

5.1.2 that it shall comply with all terms and conditions which are
imposed by the Landowner on the Employer as stipulated in
the JV Agreement, as if the terms and conditions are
imposed upon the Main Contractor by the Landowner. It shall
also comply with all conditions imposed by the Appropriate
Authorities;

5.1.3 that where required, it shall submit such drawings and details
to the Employer within a reasonable time prior to the
deadline for the Employer to submit the same to the
Landowner for its approval so that the Employer shall have a

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 reasonable time to comment on the drawings and details in
the event such drawings and details are not to the
satisfaction of the Employer;

5.1.4 that all works under the Development shall be carried out in a
good and workmanlike manner strictly in accordance with
the plans drawings and specifications as shall have been
approved by the Appropriate Authorities using materials of
reasonable quality and in compliance with the JV Agreement
and any stipulations by the Appropriate Authorities. The Main
Contractor hereby agrees to indemnify the Employer against
any expenditure that is incurred as the result of any breach
of the obligations contained in this Sub-Clause;

5.1.5 the Main Contractor shall commence to carry out the

construction works in the Development within [ ] months
from the date the Employer notifies the Main Contractor that
it has received the last of the approvals for the
building/infrastructure plan or other related plans from the
Appropriate Authorities, the development licenses and
approved permits for sale.

5.1.6 the Main Contractor shall complete the construction works of

the building units and all related infrastructure and
amenities of the Development within [ ] months from the
date of commencement of the construction works as
contained in Sub-Clause 5.1.5 above (“Completion Date”), or
within any extended period which shall have been agreed
upon between the Employer and the Landowner.

5.1.7 the Main Contractor shall not cause any nuisance or trespass
or commit any other breach of duties in connection to its
undertaking of the works herein and it shall not allow to be

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 suffered any nuisance or trespass or any breach of duties of
care in respect of its employees servants or agents. The
Main Contractor hereby agrees to indemnify and keep the
Employer indemnified against all claims, damages,
compensation, costs and expenses arising out of the breach
of this covenant;

5.1.8 the Main Contractor shall make good all defects in respect of
the building units and/or any other infrastructure or
constructions carried out by the Main Contractor including its
sub-contractor under the Development within _________, in
default of which the Main Contractor hereby agrees to
indemnify the Employer against any expenditure incurred by
the Employer in making good such defects;

5.1.9 the Main Contractor shall at all times insure and keep insured
the completed works in a sum sufficient to cover the cost of
completely reinstating the completed works in the event of
total or partial destruction by fire, lighting, storm, flood,
tempest, explosion or by any articles dropping from air crafts
and against loss by theft with any reputable insurance
company as may be determined by the Employer.

5.1.10 the Main Contractor shall also be liable for injuries or

damage to persons or property resulting from any of its own
acts or negligence or that of its agents, servants or its sub-
contractors or for or in respect of any claims, proceedings,
damages or costs, charges and expenses in respect thereof
or in relation thereto or where the injury or damage was
contributed to by the Main Contractor, its servants or agents,
such part of any compensation as may be just and equitable
having regard to the extent of the responsibility of the Main
Contractor, its servants or agents or its sub-contractors for

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 the damage or injury.

5.1.11 the Main Contractor shall insure and keep insured against
claims, proceedings, damages, costs and expenses for
injuries or damage to persons or property during the course
of construction resulting from any of its own acts or
negligence or acts or negligence by its agents, servants or
sub-contractors.

6. The Employer’s Obligations

6.1 The Employer hereby agrees and covenants as follows :-

6.1.1 that upon request by the Main Contractor, it will expeditiously

sign all applications, plans and other documents as may be
necessary to secure such approvals as may be required from
the Appropriate Authorities and/or to carry out and complete
all works under the Development;

6.1.2 that pursuant to the Power of Attorney granted to it by the

Landowner under the JV Agreement, it shall within Ten (10)
days from receipt of a request :-

a) furnish such undertakings as shall be requested for by the

end financiers for the individual properties in the
Development;

b) execute the sale and purchase agreements in respect of

the individual properties sold in the Development;

c) endorse its consent to the deeds of assignment in respect

of facilities granted by end financiers to the purchasers

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 of the properties sold in the Development;

6.1.3 that it will expeditiously render assistance at all times to the

Main Contractor in its application to the Appropriate
Authorities for the supply of water, electricity and telephone
and other amenities to the Development;

6.1.4 upon obtaining vacant possession of the Land from the

Landowner, it shall grant to the Main Contractor vacant
possession of the Land and the right for the Main Contractor
and the Consultants, contractors, sub-contractors, suppliers,
agents and other persons authorised by the Main Contractor
and their workforce with or without vehicles and equipment
to enter upon, pass and re-pass the said Land or any part
thereof at all times of the day and night and/or otherwise to
remain thereon throughout the duration of the Development
for the purposes of carrying out all such development,
construction and other works related to the Development
PROVIDED ALWAYS that the Main Contractor’s right to
vacant possession of the Land shall at all times be subject to
any terms and conditions imposed by the Landowner on the
Employer under the JV Agreement or otherwise.

6.1.5 that where any act matter or thing is required to be done by

the Landowner, it shall expeditiously procure the
performance of such act matter of thing by the Employer;

6.1.6 that it will not in any way interfere with or hinder the
performance of the obligations required to be performed by
the Main Contractor pursuant to this Agreement.

7. Development Cost

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7.1 The Main Contractor hereby acknowledges that it has taken
cognisance of the definition of “Development Cost” as set out in
Clause 1.1.7 in the JV Agreement and hereby agrees that it shall
fully bear the entire Development Cost and shall ensure at all times
that it has the financial resources to undertake the Development
within the time and in the manner required of it under this
Agreement.

7.2 The Main Contractor further acknowledges that part of the

Development Cost includes the Land Cost of ___________________
which the Main Contractor shall cause to be paid to the Landowner
in the manner provided for in Clause 2.02 of the JV Agreement.

7.3 In addition thereto, the Main Contractor hereby agrees to bear all
costs and expenses of the Employer in relation to the Employer’s
discharge of all its covenants, duties and obligations to the
Landowner as set out in Clause 4.1 above. For purposes of
clarification, the Main Contractor shall bear all costs and expenses
(except for the payment of the Contract Sum) required to be paid by
the Employer in discharging its obligations under the JV Agreement
to the Landowner.

7.4 The Main Contractor further acknowledges that under the JV

Agreement, the Landowner is entitled to Thirty percent (30%) of the
nett profits before tax from the Development and defined therein as
the “Landowner’s Entitlements”. The Main Contractor hereby agrees
to pay on behalf of the Employer the Landowner’s Entitlements to
the Landowner in the amount and in the manner as stated in the JV
Agreement. For purposes of clarification herein, the Landowner’s
Entitlement does not form part of the Development Cost.

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8. Profit Guarantee

8.1 Pursuant to the JV Agreement the Main Contractor hereby

acknowledges that a minimum profit guarantee of Ringgit Malaysia
__________________________________________(RM ________) has to be
given to the Landowner by the Employer pursuant to the JV
Agreement in the form of a bank guarantee acceptable to the
Landowner. The Main Contractor hereby agrees that it shall raise a
bank guarantee for the said sum to the Landowner.

8.2 The Main Contractor hereby acknowledges that pursuant to the JV

Agreement, the Guarantors have also given a guarantee to the
Landowner for the completion of works under the Development. The
Main Contractor hereby agrees to indemnify the Guarantors fully
and effectually against all loss, damage, costs and expenses the
Guarantors may suffer or incur by reason of any demand, claim,
proceedings, execution which the Guarantors may face pursuant to
the enforcement of the guarantee as a result of the Main
Contractor’s breach, default and/or omission to comply with and/or
to fulfil all the terms and conditions of the JV Agreement including
but not limited to the timely completion of works under the
Development.

9. Management of the Development

9.1 In consideration of the Main Contractor agreeing to undertake the

performance of all of the obligations (save and except where
otherwise stated) required to be performed by the Employer
pursuant to the JV Agreement, the Employer hereby agrees and
undertakes that the Main Contractor shall have the exclusive and
absolute right free from any interference by the Employer, to
execute manage and co-ordinate the construction works in the

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 Development and to market and sell the individual properties in the
Development.

9.2 For the avoidance of doubt, the Main Contractor shall have the
absolute right to determine the purchase prices of the various units
of properties comprised in the Development.

9.3 The parties hereto hereby agree that in consideration of the Main
Contractor agreeing to undertake the management of the
Development as provided for in Clause 9.1 herein, the Main
Contractor shall in addition to the Contract Sum, be entitled to the
payment of a management fee (hereinafter referred to as “the
Management Fee”) in the manner as stated in Clause 10 below.

10. Payment of Management Fee

10.1 The parties hereby agree that the Management Fee to be paid to
the Main Contractor shall be a sum equivalent to Eight Four percent
(84%) (hereinafter referred to as “the Proportion Ratio”) of the nett
profits of the Development. The payment of the Management Fee
shall be subject to the actual receipt of the sale and purchase
proceeds from the purchasers or the end financiers of the individual
properties sold within the Development and shall be paid to the
Main Contractor progressively upon completion of each phase of the
Development and within Fourteen (14) days from the date of receipt
by the Employer of the audited accounts in respect of each phase of
the Development (hereinafter respectively referred to as “the Due
Dates”).

10.2 For purposes of clarification, the nett profits in respect of each

phase of the Development shall be arrived at after provision has
been made for the deduction of the following from the total sale

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 proceeds actually received from the purchasers of the individual
properties in each phase of the Development or their end
financiers:-

10.2.1 all costs and expenses relating to each phase of the

Development including the Development Cost as defined
and set out in the JV Agreement; and

10.2.2 the Entitlement to be paid to the Landowner in respect of

each phase of the Development pursuant to the JV
Agreement; and

10.3 For the purposes of Sub-Clause 10.1 hereinabove stated, all

accounts shall be prepared and audited within Two (2) months from
the date of completion of each phase of the Development and shall
be so prepared and audited by a firm of accountants to be jointly
appointed by the parties hereto (hereinafter referred to as “the
Auditors”). All costs and expenses of the Auditors including but not
limited to fees and remuneration shall be borne equally by the
parties hereto.

11. Employer’s Entitlement

11.1 The parties hereby agree that the Employer shall be entitled to ….
percent (…%) (hereinafter referred to as “the Proportion Ratio”) of
the nett profits of the Development (hereinafter referred to as “the
Employer’s Entitlement”).

11.2 The Employer’s Entitlement shall be determined and paid in the

similar manner as stated in Clause 10 herein. The parties hereby
agree that payment of the Employer’s Entitlement shall in addition
thereto be subject to the following :-

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 11.2.1 In the event that the audited accounts reveal that a loss has
been incurred for any particular phase of the Development,
no payment towards the Employer’s Entitlement shall be
made to the Employer for the particular phase. In addition
thereto, any losses incurred for a particular phase shall be
carried forward to the succeeding phase(s) on a continuous
basis and shall be deducted from the accrued profits for the
succeeding phase(s) prior to any payment being made to the
Employer in respect of the Employer’s Entitlement.

11.2.2 For the avoidance of doubt, in the event of a termination of

the JV Agreement and/or this Agreement, the obligation of
the Main Contractor to make further payment to the
Employer in respect of the Employer’s Entitlement shall
cease and determine PROVIDED ALWAYS that the Main
Contractor shall remain liable to pay to the Employer such
payments in respect of the Employer’s Entitlement as shall
be due and remaining unpaid prior to such termination.

11.3 The Employer hereby expressly and irrevocably agrees that the
Employer’s Entitlement shall be paid to the Main Contractor and that
the Main Contractor is hereby irrevocably authorised by the
Employer to pay the Employer’s Entitlement to such person(s) as
authorised by the Employer in the letter of authorisation executed
pursuant hereto.

12. HD Account(s) and Project Account(s)

12.1 All proceeds received from the sale of the individual properties in
the Development shall be paid into the Housing Development
Account(s) (“HD Account(s)”) as defined in the Housing Developers
Control and Licensing Act or a bank account(s) mutually agreed

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 upon by the parties hereto (“Project Account(s)”) in the instance
where the Housing Developers Control and Licensing Act is not
applicable.

12.2 The HD Account(s) and the Project Account(s) shall be operated in

the manner as stated in Clause 13 below.

13. Operation of HD Account(s) / Project Account(s)

13.1 The parties hereto hereby agree to appoint four (4) authorised
cheque signatories for the HD Account(s) and the Project
Account(s), which shall consist of two (2) persons nominated by the
Main Contractor (“Group A”) and two (2) persons nominated by the
Employer (“Group B”). All cheques for the Project Account(s) and
the HD Account(s) shall be signed in the following manner :-

13.2 Type of Account Signing Mandate Amount

HD Accounts jointly signed by any one (1) No

Limit
person from Group A and any
one (1) person from Group B.

Project jointly signed by any one (1) No Limit

Accounts person from Group A and any
one (1) person from Group B.

14. Default and Termination

14.1 The parties hereto hereby agree that Clause 9 of the Letter of
Appointment shall be substituted by Clause 15 as set out herein.

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15. Events of Default

15.1 The following shall constitute events of default by the Main

Contractor :-

15.1.1 The Main Contractor shall fail to commence the construction

works within the time as provided in Sub-Clause 5.1.5
herein;

15.1.2 The Main Contractor shall fail to submit plans to the

Employer within the specified period for the purpose of
enabling the same to be submitted to the Appropriate
Authority for its approval;

15.1.3 The Main Contractor shall fail to complete the construction

works within the period as provided for in Sub-Clause 5.1.6
herein;

15.1.4 The Main Contractor shall fail to pay the conversion premium
within the time period provided for in Sub-Clause 5.1.1
herein;

15.1.5 The Main Contractor shall default in making payment of the

Landowner’s Entitlement, Land Costs and/or other payments
to be paid by the Main Contractor for and on behalf of the
Employer pursuant to the terms of this Agreement;

15.1.6 A distress or execution or other process of court is levied

upon or issued against any property of the Main Contractor
and such distress, execution or other process (as the case
may be) is not satisfied by the Main Contractor within Thirty

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 (30) days from the date thereof.

15.1.7 Any representation or warranty made by the Main Contractor

in connection with its appointment for the undertaking and
completion of works under the Development shall be found
to have been materially incorrect;

15.1.8 The Main Contractor shall have made material

misrepresentation(s) to the Employer or shall have wilfully
misled the Employer or shall have withheld pertinent
information in connection with its appointment as the main
contractor for the Development;

15.1.9 The Main Contractor substantially suspends carrying out any

of its obligations without reasonable cause for a continuous
period of Thirty (30) days;

15.1.10 The Main Contractor’s default, breach or neglect to

comply with or carry out any of its obligations under its
appointment herein and for the purpose herein. A failure
which is caused by its sub-contractors shall be deemed to be
failure of the Main Contractor;

15.1.11 The Main Contractor’s actions and/or omissions resulting

in the Employer being in breach and/or default of the JV
Agreement irrespective of whether the Landowner shall have
taken action to enforce the breach and/or default;

15.1.12 The Main Contractor ceases or threatens to cease to

carry on business;

15.1.13 A petition for winding up shall be presented against the

Main Contractor or an order shall be made or a resolution

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 passed for the winding up of the Main Contractor (unless for
the purpose of reorganisation or amalgamation);

15.1.14 Any legal proceedings, suit or action shall be instituted

against the Main Contractor which will materially and
adversely affect its ability to carry out its obligations as set
out in this Agreement.

15.2 If any of the events of default shall occur, the Employer shall give
notice in writing to the Main Contractor specifying the relevant
default and requiring the Main Contractor to remedy the default
within Thirty (30) days from the date of the notice. If the Main
Contractor fails to remedy the relevant default within the period
specified in the said notice, then the Employer may without
prejudice to any other rights, be entitled to the following remedies :-

15.2.1 to a remedy of specific performance against the Main

Contractor and to all relief following there from if such
breach is capable of being remedied; or

15.2.2 to terminate the appointment of the Main Contractor

pursuant to the Letter of Appointment and this Agreement,
in which case, the consequences of termination as set out in
Clause 15.3 shall apply.

15.3 In the event the Employer exercises its right under Sub-Clause
15.2.2 above, the Employer shall be entitled to exercise any one or
all of the following options :-

15.3.1 The Main Contractor shall, if instructed by the Employer,

cease all works on the Land and remove from the Land all its
workmen, employees, servants, agents, contractors and sub-
contractors and redeliver possession of the Land to the

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 Employer (except for the building units and/or sub divided
individual lots sold and delivered to purchasers);

15.3.2 All buildings and structures erected on the Land by the Main
Contractor whether wholly or partially completed at the time
of the termination, shall vest absolutely in the Employer;

15.3.3 The Main Contractor shall hand over to the Employer all
plans, drawings and specifications and other documents
relating to the Development and the Land and obtain
unconditional discharges and releases from all the
consultants to the Development;

15.3.4 The Employer shall be entitled but shall not be obliged to

complete construction of all the buildings which the Main
Contractor has commenced construction and in doing so the
Employer may appoint another contractor or other person or
body to complete the same upon such terms as may be
agreed upon by the Employer and such other contractor,
person or body appointed by the Employer in completing the
Development. The Main Contractor shall if required, execute
any document including any deed of novation or any
equivalent document transferring the obligations of the Main
Contractor under the Letter of Appointment and this
Agreement to such other contractor person or body so
appointed;

15.3.5 In the event the Main Contractor elects to complete the

construction of the buildings in respect of which the Main
Contractor has commenced construction but has not as yet
completed the same, the Employer shall be entitled to retain
for itself a sum which consists of such part of the Contract
Sum less the value of the construction works completed by

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 the Employer for such relevant phase. In the event the value
of the construction works (including the remedying of any
defects) exceeds such part of the Contract Sum due to the
Main Contractor, the Main Contractor hereby agrees to pay
to the Employer the shortfall;

15.3.6 The Main Contractor shall do all such other acts and deeds
as is necessary or required to enable the Employer to
continue with the Development through another contractor
or otherwise unimpeded and in full compliance with the JV
Agreement;

15.3.7 The Main Contractor shall indemnify the Employer against

any loss or damage suffered by the Employer arising out of
the termination pursuant to Sub-Clause 15.2.2 above.

15.4 Without prejudice to any rights or remedies which the Main

Contractor shall possess, if the Employer shall default in any one of
the following manner, that is :-

15.4.1 acts in breach of or neglects to comply with or carry out any

one of its obligations under the Letter of Appointment or this
Agreement;

15.4.2 a distress or execution or other process of a court be levied

upon or issued against any property of the Employer and
such distress, execution or other process (as the case may
be) is not satisfied by the Employer within thirty (30) days
from the date thereof;

15.4.3 any legal proceedings, suit or action shall be instituted

against the Employer which will materially and adversely
affect the Employer’s ability to perform its obligations under

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 the Letter of Appointment and/or this Agreement;

15.4.4 acts in such manner as to hinder or delay the Main

Contractor in the performance of its obligations hereunder;

15.4.5 a petition for winding up shall be presented against the

Employer or an order shall be made or a resolution passed
for the winding up of the Employer (unless for the purpose of
reorganisation or amalgamation);

then, the Main Contractor may give notice in writing to the Employer
specifying the relevant default and requiring the Employer to
remedy the default (if it is capable of being remedied) within thirty
(30) days from the date of the notice. If the Employer fails to
remedy the relevant default within the period specified in the said
notice, then the Main Contractor may without prejudice to any other
rights or remedies available to the Main Contractor under this
Agreement and under the law, be entitled to the following
remedies :-

(i) to the remedy of specific performance against the Employer

and to all relief following there from if such breach is capable
of being remedied;

or

(ii) to terminate this Agreement, in which case, the consequences

of termination as set out in Clause 15.5 shall apply.

15.5 In the event that this Agreement is terminated by the Main

Contractor :-

15.5.1 the Main Contractor shall remove from the Land all its plant,

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 tools, equipment, goods and material and shall give facilities
for its sub-contractors to do the same and shall immediately
thereafter redeliver possession of the Land to the Employer;
and

15.5.2 the Main Contractor shall be paid by the Employer :-

(i) the total value of construction works completed as at

the date of termination (less whatever sums which has
been received by the Main Contractor under the
Development) as certified by the architect for the
Development and other related Development Cost as
at the date of termination;

(ii) such portion of the Landowner’s Entitlement as shall

have been paid by the Main Contractor to the
Landowner;

(iii) the cost of materials or goods properly ordered for the

Development for which the Main Contractor shall have
paid or for which the Main Contractor is legally bound
to pay and on such payment by the Employer, any
materials or goods so paid for shall become the
property of the Employer; and

(iv) the reasonable cost of removal;

15.5.3 The Employer shall in addition to the payments to be made

pursuant to Clause 15.5.2, indemnify the Main Contractor in
respect of all loss and damage sustained by the Main
Contractor as a result of the breach by the Employer.

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16. Force Majeure

16.1 Notwithstanding any provisions herein to the contrary, neither party

hereto shall be liable to any other party hereto for loss, delay or
damages/casualty suffered or incurred by any such party as a result
of a breach or failure to observe or fulfil any of the undertakings,
guarantees and warranties in this Agreement where such breach or
failure to observe or fulfil is due to strikes, riots, fires, act of god,
natural disaster, exceptionally adverse weather conditions, national
emergencies, government actions or any other cause which is not
reasonable foreseeable and beyond the reasonable control and
without the fault or negligence of the party the performance of
whose obligations hereunder are affected by such cause.

16.2 Notice of an event of force majeure as referred to in Clause 16.1

above shall be given by the party claiming the benefit of the
provisions of Clause 16.1 above to the other party within Five (5)
days of the happening of the event.

17. Arbitration

17.1 In the case of any dispute or difference arising between the parties
hereto as to the construction or interpretation of this Agreement or
the rights, duties or obligations of either party hereunder or any
matter arising out of or concerning the same, such dispute or
difference shall, if not amicably resolved, be referred to a single
arbitrator in case the parties agree upon one (1) but otherwise to
two (2) arbitrators, one to be appointed by each party and such
arbitration shall in each case be in accordance with and subject to
the provisions of the Arbitration Act, 1950 or any statutory
modification thereof for the time being in force.

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18. Confidentiality

18.1 The parties hereto acknowledge that by reason of the relationship

between the Main Contractor and Employer, the parties have access
to information that may be confidential. In the event of a
termination of this Agreement, there shall be no use or disclosure by
either party of any confidential information of the other party.

19. Cost

19.1 Each party shall pay its respective solicitors’ costs and expenses
incurred in relation to the negotiation, preparation and execution of
this Agreement. The Main Contractor shall pay the stamp fees for
this Agreement.

20. Successors bound

20.1 All terms and provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto, and their respective
successors-in-title legal representatives or permitted assigns, as the
case may be.

21. Assignment

21.1 Neither of the parties hereto may assign its rights or obligations in
whole or in part hereunder without the prior written consent of the
other party hereto.

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22. Variation

22.1 No variation of this Agreement shall be valid or effective unless

made by instrument in writing signed by the parties hereto.

23. Law

23.1 This Agreement shall be governed by and construed in accordance

with the laws of Malaysia.

24. Relationship of the Parties

24.1 It is hereby acknowledged and declared by the parties hereto that

this Agreement shall not in any event and under no circumstance
constitute or create any form of partnership between the parties
hereto. Nothing in this Agreement shall be construed to make a
party hereto the representative or agent of the other and neither
party shall hold itself out as such nor shall any party be liable for or
bound by any act or omission of the other.

25. Waiver & Modification

25.1 No waiver by any party of any provision of this Agreement shall be

binding unless made and expressly confirmed by it in writing. Any
such waiver shall relate only to such matters of non-compliance or
breach as is expressly stated and shall not apply to any subsequent
or other matters of non-compliance or breach.

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26. Severability

26.1 If any of the provisions of the Agreement is found by a court or

other competent authority to be void or unenforceable, such
provision shall be deemed to be deleted and the remaining
provisions of this Agreement shall continue in full force and effect.
Notwithstanding the foregoing, the parties shall thereupon negotiate
in good faith in order to agree to the terms of a mutually
satisfactory provision to be substituted for the provision so found to
be void or unenforceable.

27. Taxes

27.1 All taxes on profits/property gains made or secured by the Employer

or the Main Contractor shall be the sole responsibility of the
respective parties and shall be borne and paid by the respective
parties to the relevant authorities.

28. Acquisition

29. Appendices

29.1 All the appendices hereto shall be taken, read and construed as an
essential part of this Agreement.

30. Mutual agreement

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30.1 The parties hereto recognise that it is impracticable to make
provisions for all contingencies that may arise out of the
performance under the Letter of Appointment and this Agreement
and henceforth each party shall from time to time and at all times
execute such deeds and document and do all such acts as may
reasonably be required for implementing the terms of this
Agreement.

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