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Dated this day of ……………………2018

Between
SDN BHD
(Company No)

AND

SDN BHD
(Company No)

COOPERATION AGREEMENT

Cooperation Agreement Page 1 of 6

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THIS AGREEMENT is made on the

BETWEEN

SDN BHD ( Company No) a company in corporated in Malaysia under the Companies Act
1965 and having its place of business at (hereinafter referred to as “) of the First Part;

AND

SDN BHD (Company No) a company incorporated in Malaysia under the Companies Act 1965
and having its place of business at (hereinafter referred to as “”) of the Second Part.

and shall hereinafter be referred to as “the Party: and/or “the Parties” as the case maybe.

RECITALS

1. XX, a company incorporated under Companies Act 1965, holding CIDB registration Grade
G7 (Categories B, CE, ME) and has successfully completed constructions of high rise
buildings under various government contracts and private developers.

2. YY a company incorporated under the Companies Act 1965, actively pursuing new ventures
in Malaysia.

3. Both xx and yy are currently pursuing new prospects jointly and/or severally for joint
development and/or construction.

4. Parties desire to join together for the pursuit of common business goals.

5. This Agreement seeks to enumerate the respective obligations of the Parties in the course of
pursuing New Prospect(s) and the obligations of the Parties upon successful acquisition of
the New Prospect(s).

Cooperation Agreement Page 2 of 6

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NOW IT IS HEREBY AGREED AS FOLLOWS

1. INTERPRETATION

1.1 In this Agreement the following expressions have the following meanings except where
the context otherwise requires :
“Agreement” Means the whole of this document comprising the primary clauses and the
Schedules as agreed between the Parties
“New Means the new commercial prospects awarded to the Parties either jointly
Prospect(s)” and/or severally as a resulted of the joint effort of both Parties. New
Prospects excluded all on-going projects being executed/implemented by
both Parties as at the date of this Agreement.
“ Confidential Means any device, graphics, written information or information in any other
Information” tangible form that is disclosed by the Disclosing Party to the Receiving
Party for the furtherance of the Prospect that is marked at the tome of
disclosure as being “Confidential” or “Proprietary” or words of similar
import. Information disclosed orally or visually and identified at the time as
“confidential” shall be considered “Confidential Information” if it is
designated “Confidential”, concurrent with the oral or visual disclosure
“ Contracting Means the parties to this Agreement and “Contracting Party” shall mean
Parties” any one of them.
“Project Price” Means the total gross development value for the new Prospect

1.2 Unless the context otherwise requires, terms importing the singular shall include the
plural and vice-versa, and terms importing one gender shall include the other gender.

1.3 References to persons shall be deemed to include body corporates and unincorporated.

2. STATEMENT OF WORKS

2.1 Subject to the limitations set forth in this Agreement, the purposes of this cooperation are
to engage in the business of housing development, project management, contract works
and consultancy related thereto and to conduct other activities as may be necessary or
incidental to or desirable in connection with the foregoing. The Contracting Parties
hereby agree to cooperate and use their respective expertise, skills and finances to seek
out New Prospects by:-

a. jointly submitting tenders and bids for works related to housing development and build
contract works

b. jointly identify, evaluate and assess the viability and feasibility of all New Prospects

Cooperation Agreement Page 3 of 6

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c. jointly promoting the capabilities of Contracting Parties to potential buyers

3. DURATION OF AGREEMENT

The term of this Agreement shall be for TWO (2) years, commencing from the date of this
Agreement unless sooner terminated by mutual consent of the parties or by operation of any
the provisions of this Agreement.

4. OBLIGATIONS OF THE PARTIES

Each Party shall apply all of the party’s experience, training, and ability in discharging the
party’s assigned functions in the cooperation and in the performance of all work that may be
necessary or advantageous to further the business interests for this Cooperation Agreement.

5. CONTRIBUTION

Parties shall jointly contribute towards the cost of securing the New Prospects and the
quantum to be borne by each Party shall be determine in advance of when the need arises.

6. MANAGEMENT OF THE COOPERATION

The Contracting Parties are shall jointly carry out meetings as and when needed to resolve
any issues pertaining to this Agreement. In the event the Contracting Parties are successful
in the tender/bid, the Parties hereby agree to any one and/or more of the following:-

7. DISSOLUTION AND TERMINATION OF THE COOPERATION

The Cooperation shall be dissolved and its affairs shall be wound up upon the occurrence of

a. Mutually agreed by the Contracting Parties

b. This Cooperation is no longer tenable as the result of the act/omission of the one
of the Contracting Parties

8. CONFIDENTIALITY

Neither of the Contracting Parties shall without prior written consent of the other Party,
disclose any Confidential Information relating to this Agreement to any third party and such
consent shall not be unreasonably withheld.

Cooperation Agreement Page 4 of 6

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9. USE OF NAMES

Neither of the Contracting Parties shall use the name of the other for any purpose whether in
relation to any advertisement or other form of publicity without obtaining the prior written
consent of the other Party.

None of the Parties shall permit or authorize the making of any public statement without the
consent of the other Party.

10. INDEMNIFICATION

Each Party shall indemnify and save harmless the other Party against any and all suits, claims
demands, costs, damages, expenses, losses and injuries.
OFFENDERS WILL AUTOMATICALLY BE SUED IN A COURT OF LAW.

In no event will any Party be liable to the other Party for the loss of business or profit, or for
any indirect or consequential loss or damage, regardless whether arising under contract, tort,
or based upon strict liability or other theory of law or equity arising in connection with the
performance of this Cooperation Agreement.

11. DISPUTE RESOLUTION

This Agreement shall be governed by and construed by the Laws of Malaysia.

Any dispute, controversy or claim arising out or in relation to this Agreement or the breach,
termination or invalidity thereof shall be settled in so far as possible by negotiation between
the Contracting Parties failing which the dispute shall be arbitrated pursuant to the
Arbitration Act 2001.

12. COVENANT AGAINST REVEALING TRADE SECRETS

No party shall, during the continuance of the cooperation or for TWO years after its
termination by any means, divulge to any person not a member of the firm any trade secret
or special information employed in or conducive to the cooperation business and which may
come to the party’s knowledge in the course of this cooperation, without the consent in
writing of the other party, or of the other party’ heirs, administrators, or assigns.

13. ENTIRE AGREEMENT

Cooperation Agreement Page 5 of 6

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This Agreement contains the entire understanding of the parties and there are no
commitments, agreements, or understandings between the parties other than those expressly
set forth herein. This agreement shall not be altered, waived, modified, or amended except
in writing signed by the parties hereto and notarized.

IN WITNESS WHEREOF, the parties have executed this Cooperation Agreement the day and
year first above written.

SDN BHD SDN BHD

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

WITNESS BY WITNESS BY

Signature Signature

Print Name and I/C No Print Name and I/C No

Cooperation Agreement Page 6 of 6