DATED THIS , 2023

BETWEEN

[NAME / COMPANY NAME]

[NRIC NO / COMPANY REGISTRATION NO.]
(1st PARTY)

AND

[NAME / COMPANY NAME]

[NRIC NO / COMPANY REGISTRATION NO.]
(2nd PARTY)

JOINT VENTURE AGREEMENT

Copyright © KNAZ CONSULTANCY SDN BHD 2023

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 JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (hereinafter referred to as “the Agreement”) is made

the day and year stated in Section 1 of the First Schedule hereto BETWEEN the party
whose name, address and description is stated in Section 2 of the First Schedule
(hereinafter referred to as “First Party”) of the one part AND the party whose name,
address and description is stated in Section 3 of the First Schedule (herein after referred
to as “Second Party”) of the second part.

WHEREAS:-

I. The First Party and the Second Party have agreed to establish a joint venture
for the purpose of running a business of [state business name eg Restaurant
Mee Celup Celup] by using brand, logo, uniform , products and signboard own
by the First Party with the terms and conditions hereinafter appearing.

II. The Second Party has considerable knowledge and experience in the field of
Food and Beverages and management of related business and has identified
a suitable location with strong potential to grow the business and accordingly
has presented a proposal to the First Party.

NOW THIS AGREEMENT WITNESSETH as follows:-

1. FORMATION OF JOINT VENTURE

1.1 Establishment of Joint Venture. The Parties hereby form a joint venture
(hereinafter referred to as “the Joint Venture") for running a [state business
name eg Restaurant Mee Celup Celup] by using brand, logo, uniform ,products
and signboard own by the First Party as stated in the Section 4 of the First
Schedule.

1.2 Name of the Joint Venture Business. The Joint Venture shall be known as
"Restaurant Mee Celup Celup Ukay Perdana", as stated in the Section 5 of the
First Schedule.

1.3 Purpose and Objectives. The primary purpose of the Joint Venture is for the First
Party to leverage and expand the Brand of Restaurant Mee Celup Celup as a
business opportunity to the Second Party by providing a concept, tools,
marketing, and products for the daily business.

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1.4 Principal Place of Business. The principal place of business of the Joint Venture
shall be at [address of JV business eg No 2 Ground floor, Jalan UP 1/4, Ukay
Perdana, 68000 Ampang, Selangor]. This location will serve as the “Restaurant
Mee Celup Celup Ukay Perdana”.

2. CONTRIBUTIONS AND RESPONSIBILITIES

2.1 First Party’s Contributions and Responsibilities

a) Capital Contribution. First Party shall contribute RM20,000 and shall also the
ideas for initial setup based on an initial capital’s injection by Second Party for
the renovation cost and include initial operational expenses as stated in the
Section 6 of the First Schedule. This capital injection shall cover the costs
associated with the shop renovation, equipment, raw materials, labor, and
setting up a complete restaurant/shop based on Restaurant Mee Celup Celup
concept.

b) Manufacturing Oversight. First Party shall be responsible for the oversight of

manufacturing and supply for the restaurant daily operations requirement,
including production facilities, procurement of raw materials, quality control,
and adherence to safety standards. First Party will ensure that the
manufacturing process adheres to industry best practices and meets
regulatory requirements.

c) Intellectual Property. First Party shall secure any necessary patents, trademarks,
and intellectual property rights related to the Restaurant Mee Celup Celup
developed under the Restaurant Mee Celup Celup Ukay Perdana. This
includes features and design elements, trademarks for product branding, and
logo.

2.2 Second Party's Contributions and Responsibilities

a) Capital Contribution. Second Party shall contribute RM80,000 for the renovation
cost and include initial operational expenses as stated in the Section 6 of the
First Schedule. This financial contribution will be allocated for the shop
renovation, restaurant equipment, raw materials (initial operational stocks)
and setting up a complete restaurant/shop based on Restaurant Mee Celup
Celup concept , marketing and promotional cost.

b) Adherence to Standard Operating Procedures (SOPs). Second Party shall follow

the SOPs adherence to the quality control and practices and comply in terms

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 of all aspects including stock ordering, cleanliness and preventing any
misconduct or unethical behaviour that lead to damage of First Party’s brand.

c) Stock Ordering. Second Party shall comply with the ordering system and step
as stated in the Section 7 of the First Schedule and ensure that it aligns with the
First Party’s SOPs.

3. MARKETING & PROMOTION

3.1 Marketing Strategy and Responsibilities. The Parties shall jointly develop a
comprehensive marketing and promotion strategy (herein after referred to as
"Marketing Strategy") for Restaurant Mee Celup – Celup Ukay Perdana. The
Marketing Strategy shall outline the specific marketing goals, target audience,
budget allocation, and marketing channels to be utilized.

3.2 Expertise Contribution. Each Party shall contribute its expertise and resources to
the Marketing Strategy. This may include, but is not limited to, advertising,
financial contribution, materials, social media campaigns, and promotional
events.

3.3 Marketing Expenses. Both parties shall share the cost associated with marketing
and promotion activities in accordance with the budget discussed and
approved by both parties. The Second Party shall maintain accurate records
of all marketing expenses and provide regular financial reports to each other
for transparency and accountability.

4. OWNERSHIP AND MANAGEMENT

4.1 Ownership Structure. The ownership of Restaurant Mee Celup Celup Ukay
Perdana shall be in the proportion of First Party 20% to Second Party 80%.

4.2 Management Decision-Making. All significant management decisions

affecting the Joint Venture, such as changes in business strategy, logo, brand
and modifications to the product line, shall require unanimous consent from
both Parties. This ensures that both Parties have equal say in shaping the
direction of the Joint Venture.

4.3 Daily Operational. Second Party shall be responsible for day-to-day operations
and minor decisions. Daily operations shall meet at regular practices including
operation hour, merchandise display, staff outfit and restaurant outlook. Any

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 changes on operational matters shall require both Parties have equal say in
shaping the direction of the Joint Venture.

5. PROFIT AND LOSSES

Profits and losses of the Joint Venture shall be allocated in accordance with the
ownership percentages in the proportion of First Party 20% to Second Party 80%.

6. DURATION AND TERMINATION

6.1 Commencement and Duration. The Joint Venture shall commence on [1st of
December 2023] and shall continue for an initial term of two [2] years as stated
in Section 8 of the First Schedule. This time frame allows the Parties to
collaborate closely over a defined period to achieve the objectives of the Joint
Venture.

6.2 Extension. Upon mutual agreement, the Parties may extend the Agreement for
successive terms. The extension will provide an opportunity to capitalize on the
momentum gained during the initial term and continue pursuing shared goals.

6.3 Termination.

a) This Agreement may be terminated by mutual written consent of the Parties; or

b) This Agreement may be terminated by either Party upon [90] days written
notice to the other Party. The termination notice period ensures that both
Parties have sufficient time to wind down operations and address any pending
matters; or

c) This Agreement may be terminated by either party if there are breach of

clauses stated herein.

7. CONFIDENTIALITY

7.1 Confidential Information. The Parties acknowledge that in the course of their
involvement in the Joint Venture, they may have access to confidential
information, including secret recipes, technical data, and business strategies.
Both Parties agree to maintain the confidentiality of such information and shall

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 not disclose or use it for any purpose other than the performance of their
obligations under this Agreement.

7.2 Non-Disclosure Agreement. Both Parties shall execute a separate Non-

Disclosure Agreement (hereinafter referred as “NDA”) to further protect
confidential information. The NDA will outline the specific obligations and
responsibilities of the Parties regarding the handling and safeguarding of
sensitive information.

8. DISPUTE RESOLUTION

8.1 Mediation and Arbitration. Any disputes arising under this Agreement shall be
resolved through mediation or arbitration in accordance with the laws of
Malaysia. Mediation provides a platform for amicable resolution, and
arbitration serves as an alternative dispute resolution mechanism when
mediation fails to reach a resolution.

8.2 Legal Fees and Costs. The prevailing Party in any legal action shall be entitled
to recover reasonable attorney's fees and costs. This provision encourages the
Parties to explore alternative dispute resolution methods before resorting to
litigation.

9. FORCE MAJEURE

If a default, failure, breach, or non-performance due to an event of Force Majeure,

neither party shall have any liability to the other in respect of the termination of this
Agreement as a result of an event of Force Majeure.

Definition of "Force Majeure" is as follows:

a) The outbreak of war, invasion, acts of enemies, widespread damage by
insurgents, riots, emergency declaration, terrorist attacks, catastrophe;

b) The occurrence of radioactive contamination from nuclear sources or other

sources resulting in significant loss of life;

c) The occurrence of earthquakes, major floods, landslides, volcanic eruptions,

and similar events categorized as an "Act of God."

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10. DEATH OR INCOMPETENCY

Neither death nor incompetency of any of the parties or of any successor in interest
to any party shall operate to dissolve this Joint Venture, but this Joint Venture shall
continue, subject, however, in the event any party dies or is declared incompetent
by a court of competent jurisdiction, the successors in interest of that party shall
succeed to the partnership interest of that party and shall have the rights, duties,
privileges, disabilities, and obligations with respect to this Partnership.

11. GOVERNING LAW

11.1 Applicable Law. The First Party and the Second Party agree that in carrying out
their responsibilities under this Agreement, they shall comply with all laws in
Malaysia, and if any party intentionally or unintentionally violates the law,
resulting in the other party being sued, the party violating the law shall
indemnify the other party against such claims.

11.2 Exclusive Jurisdiction. Any disputes or actions arising out of this Agreement shall
be subject to the exclusive jurisdiction of the courts in Malaysia.

12. INDEMNITY

Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the
other Party (the "Indemnified Party") from and against any and all claims, liabilities,
damages, losses, and expenses (including reasonable attorney's fees) arising out of or
in connection with the actions, omissions, or breaches of this Agreement by the
Indemnifying Party. This indemnity obligation includes claims asserted by third parties,
such as customers, suppliers, or regulatory authorities.

13. INSURANCE

13.1 Insurance Coverage. Each Party shall obtain and maintain comprehensive
insurance coverage suitable for the Joint Venture's business. Such insurance
shall cover risks including, but not limited to, general liability, product liability,
property damage, and business interruption.

13.2 Minimum Coverage Limits. The Parties shall ensure that their insurance policies
meet or exceed industry standards and regulations, and shall adjust coverage

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 limits as necessary to reflect the evolving nature of the Joint Venture's
operations and assets.

13.3 Proof of Insurance. Upon request, each Party shall provide the other Party with
valid certificates of insurance demonstrating the insurance coverage and
naming the other Party as an additional insured to the extent applicable.

13.4 Duty to Notify. In the event of any incident or occurrence that may lead to an
insurance claim, the Party discovering such incident shall promptly notify the
other Party. Failure to provide timely notice may result in the loss of insurance
coverage for the claim.

13.5 Coordination of Claims. In the event of a claim, both Parties shall cooperate in
good faith to facilitate the timely and effective resolution of the claim,
including sharing information, providing access to relevant records, and
participating in the claims process as required.

14. AMENDMENTS

This Agreement shall and may only be amended in writing, signed by both Parties.
Any amendment executed in accordance with this provision shall be binding and
incorporated into the Agreement.

15. WAIVER

Failure of either Party to enforce any provision of this Agreement shall not be deemed
a waiver of that provision or the right to enforce it in the future. Any waiver must be in
writing and signed by the Party granting the waiver.

16. MISCELLANEOUS

16.1 Entire Agreement. This Agreement represents the complete understanding

between the Parties with respect to the subject matter herein and supersedes
all prior negotiations, understandings, and agreements, whether oral or written,
between the Parties.

16.2 Headings. The headings and titles in the clauses of this agreement are included
for convenience purposes only and shall not be considered in the
interpretation of the relevant clauses.

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16.3 Ownership Transfer. Both parties agree that this Agreement cannot be
transferred, assigned, or delegate any rights or obligations under this
Agreement to a third party without the prior written consent of the other Party.
Any assignment or transfer without proper consent shall be void.

16.4 Time. Time is of the essence in this Agreement with respect to all the terms,
conditions, and provisions in this Agreement.

16.5 Schedule Deemed Important Part of this Agreement. The schedules attached
to this Agreement shall be deemed, read, and interpreted as integral to this
Agreement.

16.6 Notices. Any notice, request, or demand required to be given by any party to
this Agreement shall be in writing and shall be deemed to be sufficient and
properly given if sent by that party or their legal representative by registered
mail to the addresses of the parties as stated above, and in such case, it shall
be deemed to have been received when the receiving party receives proof
of delivery or by hand delivery to the parties in this Agreement.

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IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and
year first above-written.

Signed by the First Party )

In the presence of )

Signed by the Second Party )

In the presence of )

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 FIRST SCHEDULE
(Which is to be taken read and construed as an essential and integral part of this
Agreement)

SECTION ITEM DETAILS

1. DATE

NAME AND DESCRIPTION OF

2.
THE FIRST PARTY

NAME AND DESCRIPTION OF

3.
THE SECOND PARTY

DESCRIPTION OF BUSINESS
TOOLS PROVIDED BY THE
4. FIRST PARTY
(brand, logo, uniform
,products and signboard)

NAME OF JOINT VENTURE

5.
BUSINESS

FIRST PARTY:
6. CAPITAL CONTRIBUTION
SECOND PARTY:

7. STOCK ORDERING

DURATION OF THE
8.
AGREEMENT

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