Date:

Dear Sir,

ENGAGEMENT MANDATE (‘THIS AGREEMENT’) FOR THE PURPOSES OF

PROVIDING TRAINING SERVICES FOR XXXX (MALAYSIA) SDN BHD
(‘XXX(M)’) PROJECT TO CLIENTS AS MAYBE INTRODUCED BY XXX (M)
FROM TIME TO TIME(‘SERVICES’)

1. INTRODUCTION

XXXX Sdn Bhd (‘XXX (M)’) is hereby engaging Mr. KKKK a domiciliary of
________________ bearer of Passport No_______________ with a permanent
address at ____________________ (‘the Consultant’) to provide the services as
mentioned in Annex A of this Agreement.

All the terms of this Agreement between XXX and the Company in pursuance to this
appointment are set out below.

2. COMPLETION OF SCOPE OF SERVICES

The Services shall be deemed to be completed by the Company upon the completion
of the project as per the Annex A.

3. TERM

This contract will be remain in force for two (2) years with an option to be renewed
for a further period of two (2) years through mutual agreement by both parties
provided the terms and conditions of this Agreement has been substantially
performed.

4. CONSIDERATION

The professional fees payable for the provision of the Services are as stated in Annex
B.

5. MISCELLANEOUS

This Agreement (i) supersedes any existing agreement(s) verbal or written in place
between XXX and the Company; (ii) may not be amended or modified except in
writing; and (iii)incorporates the Terms which will apply not only to this agreement
but to all other agreements as may be signed by the parties herein unless specifically
agreed otherwise beforehand in writing.

IN WITNESS WHEREOF, this Agreement has been executed on the date and year first
above written.

1 Agreed and Accepted by Parties to the Agreement ___________________

Signed for and on behalf of Witnessed by:
FFFFF

___________________________________ ___________________________
Name: Name:
Designation: Designation:
Date: Date:

Signed for and on behalf of Witnessed by:

YYY Consultancy Sdn Bhd

____________________________ ___________________________
Name: Name:
Designation: Designation:
Date: Date:

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2 Agreed and Accepted by Parties to the Agreement ___________________

 ANNEX A

The following are the Services to be rendered by YYY to XXX:

1. To conduct the Project Management Principles Course to clients of XXX (M); and
2. Any other training(s) / courses / seminars as may be informed by XXX (M) from time
to time.

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3 Agreed and Accepted by Parties to the Agreement ___________________

 ANNEX B

The following is the consideration to be payable for the Services rendered:

4 Agreed and Accepted by Parties to the Agreement ___________________

 STANDARD TERMS AND CONDITIONS

1. INTERPRETATION

In these Standard Terms and Conditions (the “Terms”), references to this ‘Agreement’ shall mean the
engagement mandate to which the Terms are attached.

2. UNILATERAL TERMINATION

In the event of Unilateral termination by notice and/or conduct by the Company / Consultant prior to
the completion of the services, shall entitle XXX to demand for the entire project fee that may have
been received by XXX had the project been completed notwithstanding all out of pocket expenses and
any other expenses as may have been incurred by XXX in the provision of services to its clients.

3. LIMITATION OF LIABILITY

XXX shall not be liable for any direct and/or indirect, special, consequential damages or any loss that
may have been caused in the provision of Services pursuant to this Agreement by the
Company/Consultant.

4. INDEMNIFICATION BY THE COMPANY

The Company/Consultant shall indemnify and hold harmless XXX, its directors, its associates, its
affiliates and employees from and against all claims, damages, losses, charges, actions, proceedings,
expenses, costs and liabilities (including, without limitation, reasonable solicitor’s fees and expenses)
arising out of or based upon any misstatement or omission of information, data and /or any facts in the
provision of the services by the Company/Consultant be it intentional, reckless, fraudulent and/or
negligent.

The foregoing indemnity shall be in addition and without prejudice to any rights that XXX, its
directors, its associates, its affiliates and employees may have at common law or otherwise.

Neither termination nor completion of this Agreement shall affect indemnification provisions, which
shall survive any such termination or completion and remain operative in fill force and effect.

5. NON COMPETITION AND NON CIRCUMVENTION

The Company / Consultant will not engage in any activity that is in any way competitive with the
business or demonstrably anticipated business of XXX, and the Company / Consultant will not assist
any other person or organization in competing or in preparing to compete with any business or
demonstrably anticipated business of XXX.

The Company / Consultant agrees that it will not by itself and/or through any other person and/or
organization whether associated and/or affiliated or otherwise circumvent XXX, or compete with XXX
in relation to the nature of business undertaken in this Agreement.

6. EXTENT OF SERVICE

The services to be rendered by the Company / Consultant shall be strictly limited to the stated scope of
work in this Agreement and in accordance to the agreement that have been mutually agreed by XXX
with its clients. The Company / Consultant shall seek written approval if there are any variations
whatsoever, to the scope of work that has been agreed to between XXX and the client. All such
variations are subject to the approval of the client and a revision of the professional fees charged to the
client (if any).

The Company / Consultant shall be held to be liable in the event the Company / Consultant fails to
obtain permission when there is an altered scope of work which results in a loss for XXX.

5 Agreed and Accepted by Parties to the Agreement ___________________

 7. COMPLETION OF SCOPE OF WORK

The Company / Consultant is solely responsible in fulfilling the objectives of this Agreement and shall
determine in its sole discretion as to the mode of delivery of the scope of work. The Company shall if
required, present proof of performance of the scope of work mentioned in this Agreement to XXX.

8. PAYMENTS DUE AND OWING

All payments owing to the Company / Consultant shall be paid within thirty (30) days from the date
payment is received from the client.

9. GOVERNING LAWS

This Agreement shall be governed by and constructed and enforced in accordance with Malaysian Law.

10. AUTHORITY TO DISCLOSE

The Company / Consultant hereby authorizes XXX to disclose information which the Company /
Consultant have made available to XXX pursuant to this Agreement for promotional, advertising and
other related activities.

11. EVENT OF DEFAULT

An Event of Default hereunder shall occur automatically, without notice from XXX if:

(i) The Company / Consultant breaches, repudiates or defaults in any way on the obligations
contained in this Agreement;

(ii) The Company / Consultant does not continue to complete the services as agreed in accordance to
the terms of this Agreement;

(iii) XXX in its sole discretion, determines that it has sufficient grounds to believe that the
performance of the services is not in accordance to the standard and quality expected by XXX;
and/or

(iv) Any of the Company’s / Consultant’s representations to XXX, whenever or wherever made,
were misleading when made or later became untrue.

The Company / Consultant absolutely and unconditionally agrees that, after the occurrence of an Event
of Default, XXX is authorized to terminate any or all obligations arising from this Agreement. XXX
shall have the right in its sole discretion to demand payment of the project cost, profits and all out of
pocket expenses as agreed liquidated damages.

12. TERMINATION IN THE EVENT OF INSOLVENCY

XXX shall be entitled at any time, to give a notice of termination to the Company / Consultant if

a. The Company / Consultant is or becomes, or is adjudicated or found to be, insolvent or suspends

payment of its debts or is unable to or admits inability to pay its debts as they fall due or proposes
or enters into any composition or other arrangement for the benefit of its creditors generally or
proceedings are commenced in relation to that party under any law regulation or procedure
relating to reconstruction or adjustment of debts; or

b. An administrator or receiver and manager is appointed over, or distress, attachment or execution

is levied or enforced upon, any part of the assets or undertaking of the Company / Consultant; and

c. In the event of termination under this clause, XXX shall pay any amounts owing, to the
Company/ Consultant and /or any other creditors as may be informed from time to time.
However, it is not the duty of XXX to make the payments to any of the creditors of the
Company / Consultant.

6 Agreed and Accepted by Parties to the Agreement ___________________

 13. CONFIDENTIALITY

(a) Each party must treat strictly confidential all information received and obtained as a result of entering
into or performing this Agreement which relates to the provisions or subject matter of this Agreement,
to any other party. For all intent and purposes of this Agreement, the following are confidential
information of XXX inclusive but not limited to information and contact details of the clients,
information belonging to the client and all other relevant information pursuant to the performance of
this Agreement.

(b) Any party may disclose information which would otherwise be confidential if and to the extent:

i. It is required to do so by law or any governmental bodies to which the parties are subject
wherever situated;

ii. It considers it necessary to disclose the information to its professional advisers, auditors and
bankers provided it does so on a confidential basis; or

iii. The information has come into the public domain through no fault of that party.

14. OWNERSHIP RIGHTS : PROPRIETARY INFORMATION

XXX shall own all right, title and interest (including copyrights, trade secret rights and all other
intellectual property rights) relating to works in pursuant to this Agreement.

15. NON SOLICITATION

The Company / Consultant agrees that during the currency of this Agreement and for two (2) years
thereafter, the Company / Consultant will not encourage or solicit any employee or consultant(s) of
XXX to leave XXX for any reason whatsoever.

The Company / Consultant hereby agrees that it shall not entertain and will report any communication
and/or business proposals made by XXX agents or sub-contractors (if any) in soliciting the business for
their own benefit and /or profits circumventing the business of XXX.

16. FORCE MAJEURE

In the event that the parties hereto are unable to carry out this Agreement or any material part thereof as
a result of force majeure including (but not limited to) war, natural disaster, riot or government
regulations, none of the parties hereto shall be liable for non-performance of their respective
obligations under this Agreement during the relevant period.

17. PROFESSIONAL FEES

All professional fees mentioned in this Agreement are to be paid in Malaysian Ringgit and it is the
responsibility of the Company / Consultant to pay all relevant tax rates on the payments received.

18. GENERAL

(a) How notices may be given

A notice, request, demand, consent or approval under this Agreement:

(i) Must be in writing;

(ii) Must be signed for the party giving it by the party’s authorized officer, attorney or solicitor;
and

7 Agreed and Accepted by Parties to the Agreement ___________________

 (iii) Delivered personally to the person’s last known address or faxed to the person’s last known
fax number.

(b) When notice is taken as given

A notice is taken as given by the sender and received by the intended recipient:

(a) If posted, 3 business days after posting and for avoidance of doubt business day means a day
on which banks are open for business; and

(b) If faxed on completion of transmission but if delivery or receipt is on a day which is not a
business day or after 6.00p.m. at the place of delivery or receipt, it is taken as given at
9.00a.m. on the next business day

(c) Amendments and Additions

No amendment, variation, revocation, cancellation, substitution or waiver of, or addition or

supplement to, any of the provisions of this Agreement will be effective unless it is in writing
and signed by both of the parties.

(d) Invalidity and Severability

If any provisions of this Agreement is or may become under any written law or is found by
any court of competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable
then:

1. Such provision will be ineffective to the extent of such illegality, voidness, invalidity,
prohibition or unenforceability;

2. The remaining provisions of this Agreement will remain in full force and effect; and

3. The parties will use their respective best endeavours to negotiate and agree a substitute
provision which is valid and enforceable and achieves to the greatest extent possible the
economic, legal and commercial objectives of such illegal, void, invalid, prohibited or
unenforceable term, condition, stipulation, provision, covenant or undertaking.

(e) Headings

The headings in this Agreement are inserted for convenience only and shall not be taken, read
and construed as essential parts of this Agreement.

(f) Annexure and Schedules

The annexure and schedules hereto shall be taken, read and construed as essential parts of this
Agreement.

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8 Agreed and Accepted by Parties to the Agreement ___________________