[Member] License Agreement [MS]

AN AGREEMENT (hereinafter referred to as the “License Agreement”) made this

                Day of                    20

BETWEEN

[Company Name](Company No.              ) a company incorporated in Malaysia with its registered address at [address] (hereinafter referred to as the “Licensor” which expression shall where the context so admits include the successors and assigns of the Licensor) of the one part;

AND

[name of company] a company incorporated in Malaysia with its place of business at   [address] (hereinafter referred to as the “Licensee” which expression shall where the context so admits include the successors and permitted assigns of the Licensee) of the other part.

WHEREBY IT IS AGREED as follows:-

1.             GRANT OF LICENSE.

In consideration of the License fee (as defined herein) and the covenants hereinafter reserved and contained the Licensor hereby grants to the Licensee a license of ALL that premises known as   [unit no.] measuring  [unit measurement] and shaded red and more particularly identified in the First Schedule hereto (hereinafter referred to as “the Said Premises”) in the center known as “Gurney Park Food Court” (hereinafter referred to as “the Food Court”) situated in the retail complex and building known as [name of building] and constructed on the land held under title  [address] (hereinafter referred to as the “Building”) for the operation and management of a food outlet for the period of Two (2) years (hereinafter referred to as “the Term”) from the  [date]  (hereinafter referred to as “the Commencement Date”) to the  [date]  paying to the Licensor during the Term the monthly License Fee (as defined herein) in advance on the first day of each calendar month, the first of such payments of License Fee (or an apportioned amount where the first day of the license falls on a day other than the first day of the month) to be made before the commencement of the license hereby granted.

2.             NO TENANCY ESTATE OR INTEREST

The rights hereby conferred shall rest in contract only and shall not create or confer upon the Licensee any tenancy or any estate or interest whatsoever in or over the Said Premises or any part thereof and the rights of the Licensee shall be those of a license only and shall not comprise or include any further or other rights.

3.             INTERNAL FITTING-OUT WORKS

3.1           The license shall be given a fitting out period of Five (5) days commencing from the date the Licensor delivers possession of the Said Premises to the Licensee for its fitting-out works (hereinafter referred to as “the Fit-Out Period”). The fitting-out works shall be carried out strictly in accordance to the terms herein contained and with the provisions as contained in Annexure A attached hereto.

3.2           No delay in carrying out and completing all or any of the internal fitting-out works by the Licensee (including installation of telephones and tele-printers) in or at the Said Premises howsoever caused, whether by any governmental and/or statutory authorities or otherwise, shall be a ground for postponing the Commencement Date or the payment of License Fee ad other sums due under the License Agreement nor shall such delay in any way relieve the Licensee from its obligations to perform and observe the covenants, conditions, stipulations or agreements contained herein and in the Licensee Agreement.

3.3           The Licensee shall in carrying out its fitting-out works, use materials of such standard as to type, quality, colour and size as the Licensor, its architect, engineers or consultants shall approve and shall cause the said works to be carried out in the Said Premises in accordance with plans and specifications which shall have been approved by the licensor, its architects, engineers or consultants and the relevant government and/or statutory authorities. All such approvals as aforesaid are to be obtained by the Licensee at the Licensee’s own expense PROVIDED ALWAYS that neither the Licensor nor its architect, engineers or consultants shall be under any obligation to approve the plans, drawings and specifications if any such plans, drawings or specifications may in the opinion of the Licensor, its architects, engineers or other consultants, unsuitable for the image of the Food Court. The said works shall be carried out at the Licensee’s own expense in accordance with approved plans and specifications and under the supervision of an architect engineer or other consultant appointed by the Licensor and the completion thereof shall be subject to approval by the Licensor, its architect engineer or other consultant, which approval shall not be unreasonably withheld. The Licensee shall not make any additions, alterations or renovations to the said works after the same have been completed except with the prior written consent of the Licensor. The Licensee shall appoint consultants and contractors who are approved by the Licensor to carry out and supervise its fitting-out works.

3.4           For the purposes of the Licensee’s fitting-out works:-

3.4.1        The Licensee and its contractors shall co-ordinate their activities with and follow the instructions of the Licensor, its agents and servants and shall be bound by the terms set by the licensor and owners of the Building.

3.4.2        The Licensee shall keep the Said Premises clean and tidy and on completion of the Licensee’s fitting-out works shall remove therefrom all waste and debris to such place out of the grounds of the Food Court as the Licensor shall designate and in the event of default by the Licensee, at the Licensor’s sole discretion, the Licensor may remove the waste, debris or equipment whereby thereafter, the Licensor shall be entitled to charge the licensee and deduct the same from the Fit-Out Deposit, the Licensor’s cost for the clearance at the rate of Ringgit Malaysia Five Hundred Only (RM500.00) per load. If the Fit-Out Deposit shall be insufficient or that purpose, the Licensee shall on demand pay the Licensor the difference.

3.4.3        The Licensee shall prior to the commencement of the fitting-out works pay to the Licensor a Fit-Out Deposit in the sum of Ringgit Malaysia Five Thousand Only (RM5000.00) as security for the due performance by the Licensee of its obligations hereunder in connections with the Licensee’s fitting-out works (hereinafter referred to as “the Fit-Out Deposit”). The Licensee shall not commence its fitting-out works until the Fit-Out Deposit has been paid. Any delay in the payment of the Fit-Out Deposit shall not be a ground for extending the Fit-Out Period or postponing the Commencement Date or the payment of the License Fee and other sums due under the License Agreement. Upon the completion of the Licensee’s fitting-out works (including the removal of all waste and debris from the Food Court), the Licensor shall refund to the Licensee’s the Fit-Out Deposit (without interest) or so much thereof as shall remain after deduction by the Licensor of such amount as shall be required for remedying any breach by the Licensee.

3.4.4        The Licensee shall carry out its fitting-out works during such hours as the Licensor shall prescribe although the Licensor may at its absolute discretion at the request of the Licensee, allow the Licensee access to the Said Premises at other times.

3.4.5        The Licensee shall not and shall ensure that its contractors do not cause any obstruction in the common areas of the Food Court and the Building or place or permit to be placed any waste, debris or equipment in the common areas of the Food Court and the Building. If the Licensee fails to comply with this requirement, the Licensor shall be entitled to order the contractor to stop all further work until the situation has been remedied to the satisfaction of the Licensor or alternatively, at the Licensor’s sole discretion, the Licensor may remove the waste, debris, equipment whereby, thereafter, the Licensor shall be entitled to charge the Licensee and deduct the same from the Fit-Out Deposit, the Licensor’s cost for the clearance at the rate of Ringgit Malaysia Five Hundred Only (RM500.00) per load. If the Fit-Out Deposit shall be insufficient for that purpose, the Licensee shall on demand pay the Licensor the difference.

3.4.6        The Licensee and/or its contractors shall not use the Licensor’s electricity and water supply to the Food Court for the Licensee’s fitting-out works without the prior written consent of the Licensor. Where such consent is given, the licensor may require the Licensee to pay a proportionate part of the cost of the electricity and water consumed by the Licensee, such cost to be calculated by the Licensor and notified to the Licensee by a statement/statements in writing which statement/statements shall be accepted by the Licensee as a conclusive and binding on the Licensee.

3.4.7        The Licensee shall not do or permit or suffer to be done in or upon the Said Premises or the Food Court or any part thereof, anything which may be or may become a nuisance or annoyance or cause damage to the Licensor or to the tenants, owners ad occupiers of adjoining premises or other parts of the Building or to members of the public.

3.4.8        The Licensee shall pay to the Licensor on demand the cost of making good ay damage to the Said Premises or to the Food Court or to the Building or any part thereof caused directly or indirectly by the Licensee, its contractors and their respective employees or agents whilst in the course of or as a result of the Licensee’s fitting-out works and shall further indemnify the Licensor against any claims demands actions or proceedings brought by the owners of the Building tenants, owners or occupiers of adjoining or neighbouring premises, members of the public or any other party against the Licensor arising from or in any way relating to the Licensee’s fitting-out works.

3.4.9        The Licensee shall keep the Licensor indemnified against any breach by the Licensee, its contractors and their respective employees or agents of the terms and conditions of any permissions, consents, approvals, licenses, certificates or permits obtained by the Licensor, its contractors, architects, engineers or consultants in respect of the Food Court.

3.4.10      The Licensee shall ensure that adequate public liability insurance, all-risks insurance or such other insurance necessary to cover all damage to the Said Premises or to the Food Court and all claims, demands actions or proceedings contemplated in Clause 3.4.8 above is taken out for the entire period of the fitting-out works and that the Licensor is named as the beneficiary to the insurance monies. The Licensee shall produce to the Licensor the said policies and evidence of payment of the premiums before the Licensee commences the fitting-out works.

3.4.11      If applicable and where required, the Licensee shall:-

(a)           apply for a separate Certificate of Fitness (hereinafter referred to as the “the Licensee’s CF”) for the Said Premises at its own expense;

(b)           apply for and obtain the Licensee’s CF within the time stipulated by the relevant authorities and comply with all the terms and conditions imposed by the relevant authorities for the issue thereof; and

(c)           furnish the Licensor with the Licensee’s CF forthwith upon the same being issued.

3.5           The reasonable fees of any architects, engineers or other consultants engaged by the Licensor for the purposes of considering and approving the Licensee’s plans, specifications and materials for the fitting-out works and for the supervision of the Licensee’s fitting-out works (if required by the Licensor) and all other costs, charges and expenses incurred by the Licensor in connection therewith shall be borne by the Licensee and payable to the Licensor on demand.

3.6           The Licensor reserves the rights to alter the plans of the Said Premises annexed hereto as regards matters not directly affecting the Said Premises and also to make such alterations to the location and extent of the Said Premises as may be required by competent authorities or certified by Licensor’s architect to be expedient or necessary. No compensation shall be payable by the Licensor in respect of any such alterations.

3.7           The Licensor shall not be liable in any manner whatsoever to the Licensee nor shall the Licensee have any claim against the Licensor for any loss or damaged suffered or incurred by the Licensee as a result of any delay or refusal on the part of the Licensor in approving the Licensee’s plans.

4.             LICENSE FEE

4.1                 The License Fee payable to the Said Premises shall be Ringgit Malaysia One Thousand Eight (RM1,800.00) per month (hereinafter referred to as “the Base Fee”) or twenty two percent (22%) of the gross sales (hereinafter referred to as “Gross Sales”) per month at the Said Premises (hereinafter referred to as “the Adjusted Fee”), whichever shall be greater.

                “Gross Sales” would mean all revenue received by the Licensee from or derived from the Said Premises including any orders and any other sales which the Licensee in the normal and customary course of the Licensee’s business would credit or attribute to its operations at the Said Premises excluding any applicable sales and services taxes on such revenue.

4.2           The Basic Fee shall be paid by the Licensee to the Licensor every month in advance without any deduction and/or set-off on the first day of each calendar month and the difference between the Adjusted Fee and the Basic Fee shall be paid by the Licensee to the Licensor within ten (10) days from the date of the Licensor’s invoice.

For the purposes of paragraphs 4.1 and 4.2, the Licensee shall furnish to the Licensor the Licensee’s statement of monthly Gross Sales at the Said Premises within seven (7) days from the end of each month and at such other time(s) as the Licensor require. All payments to the Licensor shall be made by the Licensee paying into the Licensor’s account maintained at such bank as notified by the Licensor to the Licensee or in such other manner specified by the Licensor.

Notwithstanding the provision herein, the Licensor reserve the right to vary the manner of payment of the License Fee and any Other Charges, including requiring the Licensee to pay over to the Licensor the cash taking of each daily Gross Sales together with the X-read summary of the electronic cash register at the end of each day whereby the Licensor will return to the Licensee the monthly Gross Sales as follows:-

(a)           Gross Sales collected between the 1st day of the month until the 15th day of the month will be returned without interest to the Licensee on the 25th day of the same month subject to the deductions of the Service Fee, Food Court Levy and Crockery and Cutlery Costs; and

(b)           Gross Sales collected between the 16th day to the last day of the month will be returned without interest to the Licensee on the 10th day of the following month subject to the deductions of the License Fee.

If the 10th day or the 25th day of the month falls on a weekend or a Public Holiday, the Gross Sales would be returned without interest to the Licensee on the next working day.

In the event the Gross Sales collected is insufficient to deduct fully the Service Fee, Food Court Levy, Crockery and Cutlery Costs and the License Fee, then the balance shall be settled by the Licensee within seven (7) days from the date of the Licensor’s invoice to the Licensee.

In the event the Licensee fail to comply with any of the provisions above, the Licensor reserve the right, at the Licensor’s sole discretion to terminate the License forthwith and/or impose liquidated damages equivalent to Ringgit Malaysia Three Hundred Only (RM300.00) per incident, the parties further agreeing that liquidated damages agreed herein is true and fair assessment of the damages that may be suffered by the Licensor as a result of the Licensee’s breach.

4.3           Licensee’s obligations

                The Licensee shall:-

(a)           keep and maintain at all times during the Term full and accurate books of account and records from which the gross sales at the Said Premises in respect of each license year or part thereof can be ascertained and determined. The Licensor shall have the right at any reasonable time and upon reasonable notice from time to time to inspect and audit all of the Licensee’s books of account and records relating to the Gross Sales at the Said Premises. The Licensee shall, at the Licensor’s request, make such books and records available for such inspection or audit at the Said Premises or at such other place as the Licensor may require.

(b)           be required at all times to use and run at its own cost the cash register system designated by the Licensor and sold to the Licensee by the Licensor which would be electronically linked to the Licensor’s system. The Licensee shall be under the duty and responsibility of maintaining the cash register system in good and usable condition at its own cost and expense. The Licensee shall properly record all sales separately through this electronic cash register system. The Licensee shall provide monthly Gross Sales reports for all sales through this electronic cash register system or in a paper form which shall be at the Licensor’s discretion as the Licensor may from time to time require.

(d)           retain all relevant records for at least two (2)  years after the end of the license year to which the records relate

(e)           issue each customer a receipt or serially numbered sales slip for each transaction which transaction must be recorded on serially numbered sales slips and/or cash register tapes. In the event the Licensee shall fail to issue receipt or serially numbered sales slip for each transaction or the Licensee’s cash takings does not reconcile with the Licensee’s cash register’s X-read summary at the material time the Licensor requests for the X-read summary, the Licensee shall pay to the Licensor liquidated as follows:-

(i)            for 1st incident, liquidated damages equivalent to Ringgit Malaysia Three Hundred Only (RM300.00);

(ii)           for 2nd incident, liquidated damages equivalent to Ringgit Malaysia Six Hundred Only (RM600.00);and

(iii)          for 3rd incident, the Licensor reserves the right to terminate the License.

5.             OTHER CHARGES

5.1           In addition to the License Fee, the Licensee is to pay to the Licensor the following additional fees:-

(a)           service fee in the sum of Ringgit Malaysia Two and Cents Fifty Only (RM2.50) per square foot per month (hereinafter referred to as the “Service Fee”);

(b)           food court levy in the sum of Ringgit Malaysia Ten and Cents Fifty Only (RM10.50) per square foot per month (hereinafter referred to as “the Food Court Levy”);and

(c)           the initial cost of order for crockery and cutlery which the Licensee must use solely for serving customers at the Food Court and a monthly replacement cost for the crockery and cutlery (hereinafter  referred to as “the Crockery and Cutlery Cost”)

(hereinafter collectively referred to as “the Other Charges”)

5.2           The Service Fee, Food Court Levy and Crockery and Cutlery Costs shall be paid by the Licensee to the Licensor in advance on the first day of each calendar month, the first of such payments to be made before the commencement of the license hereby granted.

5.3           The Licensor reserves the right to vary from time to time the amount of Service Fee, Food Court Levy and/or Crockery and Cutlery Costs and the licensee shall pay to the Licensor at such times and in such manner as the Licensor shall specify such increase therof.

6.             The Licensee HEREBY COVENANTS with the Licensor as follows: –

6.1           Licence Fee and Other Charges

To pay the Licence Fee and Other Charges on the days and in the manner aforesaid without any set-off demand or deduction whatsoever.

6.2           Deposit

6.2.1        To pay on or before the execution of the Licence Agreement or the commencement of the licence hereby granted (whichever is earlier), a deposit of a sum equivalent to Ringgit Malaysia Twenty Thousand Only (RM20,000.00) as security for the due performance and observance by the Licensee of all the agreements obligations undertakings and conditions on the part of the Licensee herein undertaken to be performed and observed (hereinafter referred to as the “Security Deposit”). If the Licensee shall fail to perform or observe any of the covenants, conditions, stipulations or agreements herein contained including but not limited to, failure to pay for the utilities stated at Clauses 6.4 and 6.5, then such part if the Security Deposit shall be forfeited by the Licensor’s right of action against the (without prejudice to the Licensor’s right of action against the Licensee where the Security Deposit shall be insufficient for the purpose). If any amount shall be forfeited by the Licensor from the Security Deposit in accordance herewith, the Licensee shall within seven (7) days after the date of the Licensor’s written demand all that behalf, pay to the Licensor, a sum equivalent to the amount so forfeited as Security Deposit. The Security Deposit shall not be deemed to be or treated by the Licensee as payment of the Licence Fee and/or Other Charges or any part thereof, and shall be refunded to the Licensee free of interest after the expiry or sooner determination of the Licence hereby granted subject to any deductions by the Licensor for any breach or non-observance of the covenants and covenants and conditions on the part of the Licensee to be performed and observed herein.

6.2.2        In the event that the Licensor deducts any amount from the Security Deposit pursuant to Clause 6.2.1, the Licensee agrees to deliver to the Licensor within seven (7) days of the licensor’s notification of having made such deduction and amount of cash equal to the amount of such deduction. Such amount of cash shall form part of the Security Deposit from the date on which the Licensee provides such cash.

6.2.3        The Licensee shall pay an amount of Ringgit Malaysia Forty Thousand (RM40,000.00) only to the Licensor in ________ equal installment the first installment to be paid in advance on the first day of the Commence Date and the subsequent installments to be paid within the 1^st day of each subsequent months. In the event the Licensee fail to comply with the provision hereto, the Licensor reserve the right, at the Licensor’s sole discretion to terminate the Licence forthwith and the deposit of Ringgit Malaysia ________ shall be forfeited as liquidated damages to the Licensor. The parties hereto agree that the liquidated damages agreed herein is a true and fair assessment of the damages that may be suffered by the Licensor as a result of the Licensee’s breach.

6.3           Opening Guarantee

(i)            To pay on or before the execution of the Licence Agreement or the commencement of the licence hereby granted (whichever is earlier), a sum of Ringgit Malaysia Five Thousand Only (RM5,000.00) as guarantee to secure the Licensee’s performance of the licence Agreement to open and trade at the Said Premises on the Commencement Date (hereinafter referred to as the “Guarantee Sum”). The Guarantee Sum shall be returned to the Licensor in the event the Licensee open and trade at the Said Premises on the Commencement Date, failing which, without prejudice to other rights of the Licensor, the Guarantee Sum shall be forfeited to the Licensor forthwith.

(ii)           In the event the Licensee fails to open for trade at the Said Premises on the Commencement Date or any extension granted by the Licensor at its sole discretion, for any reasons whatsoever, including the Licensee’s failure to execute the License Agreement, the Licensor shall be entitled to forfeit the Guarantee Sum as agreed liquidated damages and to terminate this licence.

(iii)          As and when required by the Licensor, the Licensee shall provide the Licensor with a Directors’ Guarantee in the format as required by the Licensor.

6.4           Utilities

To pay to Tenaga Nasional Bhd, Gas Malaysia Sdn. Bhd., or other appropriate authorities for all water, gas, electricity and other services (if any) supplied to the Said Premises.

6.5           Telephones

To pay to the property authorities all charges for any telephone, telex, tele-printers, facsimile and/or other services connected to the Said Premises.

6.6           User

6.6.1        To use the Said Premises only as a food outlet, selling [              ], more specifically set out in the approved menu attached in Annexure B and further, to ensure that the quality of food sold complies with any requirement set forth in any regulations whatsoever with regard to the fitness for consumption of the said food whereby the ingredients for the food are supplied by approved sources. The Licensee shall not commence business on the Said Premises until it has applied for and obtained at its own expense, all approvals or permits as shall be necessary for the conduct of its business on the Said Premises or as shall be required under any statutes or any rules and regulations made thereunder from the relevant government authority or authorities whereby any such approvals and/or permits shall be prominently displayed at the Said Premises. Where applicable and required, this shall include but not limited to, applied for and obtained at its own expenses, service tax collection licence from Customs & Excise and to display the said licence at the Said Premises and notify all customers of the imposition of the five percent (5%) service tax or any amendments thereto. The Licensee shall not change the use of the Said Premises or any part thereof or sell any beverages and food items without the prior written consent of the Licensor which may be given, refused or given with conditions attached at the absolute discretion of the Licensor.

6.6.2        the Licensee shall at its own cost and expense properly operate, manage and control the Said Premises including providing adequate security services in an appropriate manner.

6.7           Cleanliness of the Said Premises

The Licensee shall keep the Said Premises clean and free of litter.

6.7.1        Space and Storage

(i)            Any storage space forming part of the Said Premises must not be used for any purpose other storage of items relevant to the use of the Said Premises as a food outlet selling the food items set forth under Clause 6.6.1 above. Subject to any separate arrangement with the Licensor, the Licensee shall not store space forming part of the Said Premises.

(ii)           The Licensee shall warehouse store and/or stock in the Said premises only such goods wares and merchandise as the Licensee is allowed to offer for sale at, in, from or upon the Said Premises within a reasonable time after receipt and shall use for offices clerical or other non-selling purposes only such space in the Said Premises as it from time to time reasonably required for the Licensee’s business in the Said Premises.

6.7.2        Hygienic Use of Appliances

The Licensee shall ensure that any person engaged in the preparation and sale of food or beverage shall keep at all times such food and all receptacles, implements, vebicles, articles, utensils, tools of trade, benches, any cloth used for cleaning or polishing any food and other appliances used for and in connection with the preparation and sale of food clean and free from dirt, dust, odour, vermin and flies and other insects.

6.7.3        Handling of Food or Beverages

The Licensee shall not permit any person engaged with preparation and sale of food or beverages: –

(i)            to handles any such food or beverage with his bare hands but shall use scoop tongs or other suitable implement for every such purpose;

(ii)           cough or sneeze near any food or beverage; and

(iii)          place any plastic, metallic or other object or article which may be contaminated, or contain any ingredient which might be absorbent or likely to pass into the food.

6.7.4        Fitness of Assistances/Food Handlers

The Licensee shall ensure that its employees servants or food or beverage handlers are, at all time, well trained, nearly dressed in a uniform, healthy and have undergone medical examination and received the necessary vaccinations in accordance with any Law or directive of any Authority. The Licensee shall ensure that no person:

(i)            who is suffering from a communicable disease;

(ii)           who is a carrier of any infectious and/or food-borne diseases;

(iii)          who is suffering from any condition causing discharge of pus or serum from any part of the body or other skin ailment; and/or

(iv)          who is suspected of being a carrier of disease-producing organisms;

shall engage in the preparation, sale or service of any food or beverages.

6.8           Interior of the Said Premises

To keep the interior of the Said Premises and the Licensor’s fixtures and fittings therein including without limiting the generality of the foregoing, the flooring doors locks window frames window glass and fittings interior plaster and other finishing materials and rendering to walls and ceiling and electrical apparatus and wiring and other installations in good clean tenantable substantial and proper repair and condition (fair wear and tear alone accepted). To make good to the satisfaction of the Licensor any damage or breakage caused to the Said Premises or other parts of the Food Court or to the Licensor’s fixtures and fittings therein or to other parts of the Building by the bridging in or removal of the Licensee’s goods or effects or resulting from any neglect or malicious act or default of the Licensee or its employees invitees or visitors.

6.9           Varnishing and Painting of Interior

To keep properly varnished and painted such parts of the Said Premises as shall be varnished and painted as required by the Licensor to preserve the maintenance of the Said Premises.

6.10         Maintenance Repairs Alterations and Additions

6.10.1      Licensee to Repair Said Premises and Licensee’s Fixtures

(a)           The Licensee shall: –

(i)            at all times keep the Said Premises, including the front and entrance of the Said Premises and all the Licensor’s fixtures, fittings and chattels in the Said Premises in good order, proper repair and condition; and

(ii)           on the expiry of the Term, to yield up the Said Premises: –

·         Clean and free from rubbish; and

·         In a state of good order, repair and condition

(b)           The Licensee’s obligations in paragraph (a) of this Clause

6.10.1      do not include, and the Licensee is not responsible for: –

(i)            fair war and tear of the Said Premises, excluding Licensee’s fixtures;

(ii)           any damage caused to the Said Premises by civil commotion, riot, explosion, fire, flood, lightning, storm, tempest, earthquake, aircraft or things originating in aircraft, act of God or war; or

(iii)          structural maintenance, replacement or repair;

where, in the case of paragraph (b)(ii) and (b)(iii), such damage is not caused or contributed to by the Licensee, its representatives, agents, employees, licensees or invitees or the installation, use or removal of the Licensee’s fixtures.

6.10.2      Licensee to Maintain Equipment

(a)           The Licensee shall not interfere with, impair the operation of or do anything in the Said Premises which adversely affects the services to be rendered by the Licensor.

(b)           The Licensee shall maintain, service, restore and keep the Licensee’s fixtures in good working order and repair so as not to interfere with the operations of the Food Court and/or the Building or any movements of other persons in or about the Food Court and/or the Building.

6.10.3      Specific Obligations

The Licensee shall, at all times and at the Licensee’s cost: –

(a)           keep the Said Premises and the interior of the Said Premises (including but not limited to any windows or glass shop-fronts of the Said Premises) in good order, proper repair and clean condition and shall paint the Said Premises when reasonably necessary and in any event not less than once during the Term;

(b)           comply with the provisions of any Law applicable to the Said Premises; and

(c)           comply with any notice, order or requirement which may be given by any authority in respect of the Premises, or the occupation or use by the Licensee of the Said Premises where such notice, order or requirement arises out of or is incidental to the use and occupation of the Said Premises by the Licensee.

6.10.4      Alterations to the Premises

The Licensee shall not at any time: –

(a)           conduct any building works, make any alterations or additions to or conduct any activities which physically alter the Said Premises, including but not limited to the Placing of partitions in the Said Premises without the prior written consent of the Licensor and (where applicable) the relevant authority;

(b)           install in or place on the Said Premises or any floor in the Said Premises any item, fixture, fitting, plant or equipment which might overload the structure of  any part of the Said Premises or which might otherwise cause structural stress or damage to the Said Premises or which might cause or contribute to or continue a fire hazard or other hazard to the health and safety of any person or property; and/or

(c)           install in the Said Premises any item, fixture, fitting, plant or equipment which might interfere with, overload or cause damage to the Said Premises.

6.10.5      Submission of Plans and Specifications

In seeking the approval of the Licensor to any activity pursuant to paragraph (a) of Clause 6.10.4, the Licensee will submit, in triplicate, detailed drawing, plans and specification in relation to such activity. The Licensee shall carry out such activity in accordance with the plans and specification approved by the Licensor and the relevant authorities prior to the commencement of work. All counters, shelves, display stands, showcases, sign, fixtures and equipment and all other improvements placed, erected or constructed by the Licensee in the Said Premises shall be subject to the written approval of the Licensor as to type, size, height, colour, decoration, location and type of installation thereof such that the Food Court presents a reasonably uniform and attractive appearance in keeping with architectural character and design of the Food Court and/or the Building. The Licensee shall place all stock, fixtures and other property in the Said Premises in locations approved by the Licenser so as to interfere with the passage of light or air to or the view of any other Licensees of the Food Court and shall not place any merchandise or other property in the common areas and shall at all times keep the Said Premises clean and in a near and sanitary condition to the satisfaction of the Licensor. The Licensor may require, as a condition of any consent issued by the Licensor, that: –

(a)           any such work be supervised by a representative of the Licensor;

(b)           any such work be conducted by contractors or tradesmen approved by the Licensor;

(c)           the Licensee pay to the Licensor on demand all reasonable costs of the Licensor in considering the proposed work, and in the supervision of such work, including but not limited to the fees of any architect or other consultant employed by the Licensor. The Licensor will entitled to require that the Licensee pay a reasonable amount by way of prepayment of such costs;

(d)           the Licensee shall procure at the Licensee’s costs any approval or permit from any Authority for such work and produce copies of such approvals or permits to the Licensor; and

(e)           upon completion of such work the Licensee shall produce to the Licensor any certificates of compliance issued by any Authority.

6.11         No Storage of Prohibited Materials

Not to store or bring upon the Said Premises or any part thereof, any arms, ammunition or unlawful goods, gun-powder, salt-petre, chemicals, petrol, kerosene, gas or any goods or things which in the opinion of the Licensor are of an obnoxious, dangerous or hazardous nature or any explosive or combustible substance.

6.12         No Unlawful Purpose or Nuisance

Not to use or permit to be used the Said Premises or common areas of the Food Court for any unlawful purpose or for any purposes other than those for which they were constructed, and not to do or permit to be done any act or thing which may become a nuisance or interfere with the quiet occupation or comfort of the Licensor or of the owners of the Building or any of the other tenants or occupants of the Food Court and the Building, and not to permit or suffer anyone to sleep or reside therein.

6.13         Conduct of Business

6.13.1      The Licensee undertakes that it shall throughout the Term conduct its business from the Said Premises in good faith, by using hygienic methods of food preparation and service and at all times providing a courteous service to all customers of the Food Court. Subject to any restriction to any restriction imposed by Law, the Licensee will keep the Said Premises open to members of the public for business on and form the Commencement Date and throughout the Term.

6.13.2      In conducting its business in the Said Premises, the Licensee shall comply with the directions of the Licensor having regard to the cultural, religious and customary sensitivities of the population in the locality of the Food Court and in Malaysia in general. In particular (but without limitation) the Licensee shall ensure that all food and beverages served shall be ‘halal” and that the preparation, display and services of all foods and beverages shall be carried out under ‘halal’ conditions.

6.13.3      The Licensee shall ensure that the prices for each item of the foods sold in the Said Premises are indicated prominently. All transactions must be conducted in cash unless expressly agreed otherwise in writing by the Licensor. Further the Licensee must accept all legal denominations of the Malaysian currency and may not reject a particular denomination of note and/or coin.

6.14         Opening Hours

The Said Premises shall be kept open for business from1000 hours to 2200 hours everyday including weekends and public holidays as designated by the management of the Building from time to time. The aforesaid opening hours may be varied from to time by the Licensor by notice in writing.

6.15         Avoidance of Insurance Policy and Additional Premium

Not to do or permit to be done anything whereby the policy or policies of Insurance against damage by fire on the Said Premises or on the Food Court may become void or voidable or whereby the premium may be increased and to repay to the Licensor any sums paid by the Licensor by way of increased premium and any expenses incurred by the Licensor or rendered necessary in or about any renewal of such policy or policies by reason of a breach or non-observance of this undertaking.

6.16         Display of Merchandise

The Licensee will use to best advantage all space available in the Said premises for the display and adequate merchandising of the Licensee’s stock-in-trade. The Licensee will keep the display windows and other appropriate parts of the Said Premises adequately lighted with electric light during those times from time to time required by the Licensor in respect of all businesses in the Food Court. The Licensee will not by the installation of any fittings, equipment, facilities or lighting or by the display of merchandise or other objects or otherwise, impair the architectural form or style or appearance of the Said Premises and common areas, and the Food Court and/or the Building generally. In addition, the Licensee shall ensure that all representations including visual displays must accurately reflect the quality and quantity of food being offered on sale.

6.17         No Sale Or Display In Common Areas

(i)            The licensee will not without the consent of the Licensor use or allow the common areas adjacent to the Said Premises or any of the common areas to be used for the sale or display of merchandise or the provision of services or for any other business, occupation or undertaking by persons claiming through or under the Licensee.

(ii)           Notwithstanding anything herein contained or implied to the contrary the Licensor may permit any person or organisation to hold any function or exhibition or display any merchandise or organise any parade in any part or parts of the common areas at such times an upon such terms and conditions as the Licensor may in its absolute discretion think fit provided always that such function, exhibition, display or parade shall not obstruct the immediate entrance to the Said Premises.

(iii)          Allow all customers to the Food Court to be seated at whichever seats chosen by them and not to reserve and/or do any acts in an attempt to reserve any seats within the Common Areas specifically for the Licensee’s customers and/or propose customers.

6.18         Name Of Food Court

To refer to the Food Court by its proper name whenever the Licensee designates or refers to the Food Court in any newspaper, name cards or other printed material and not to use any business or trade name or logo of the Licensor without the prior approval in writing of the Licensor and not to use the word “Gurney Park Food Court” or any name or description similar to or bearing any resemblance to the word “Gurney Park Food Court” in the business or trade name of the Licensee or any or its associated companies.

6.19         Removal of Furniture, Fixtures and Installations

To remove at or prior to the expiration or sooner determination of the licence hereby granted, unless otherwise required by the Licensor, all plant equipment stock in trade and furniture belonging to the Licensee and any electrical wiring, installation or fixtures, conduits, water and other pipes, ceilings, partitions and flooring installed or fixed by the Licensee in the Said Premises.

6.20         No Pests, Pets or Animals

To take all reasonable precautions to keep the Said Premises free of rodents, vermin, insects, pests, birds, pets and any other animals and if so required by the Licensor at the cost of the Licensee to engage from time to time or periodically pest exterminators approved by the Licensor to inspect and (where necessary) to treat the Said Premises.

6.21         Disposal of Waste

The Licensee shall only dispose of waste at designated areas set by the Licensor.

6.22         No Assignment or Subletting

Not to assign sub-licence or otherwise part with or share the actual or legal possession or use of the Said Premises or any part thereof for any term whatsoever without the prior consent in writing of the Licensor which consent may be given, refused or given with conditions attached at the absolute discretion of the Licensor.

6.23         Licensor’s Discretions or Regulations

To comply with the rules and regulations of the Food Court, and any other directions rules and regulations which may be issued from time to time by the Licensor or the owners of the Building or on behalf of either of them for the management, safety, and cleanliness of the Food Court or for the preservation of good order therein or for the convenience of tenants and other occupiers. The Licensor shall at its absolute discretion, be entitled to add to, remove or amend such directions rules and regulations from time to time. In particular, the Licensee must be done by using the designated service lifts and for the delivery to be effected at such times and in such manner as the Licensor, at its sole discretion deem fit. Further, the Licensee agrees that the Licensor through its contracted security agency reserves the right, at its sole discretion to conduct random security checks on the Licensee, its employees, servants and/or agents.

6.24         Compliance with Statutes and Bye-laws

At all times to comply with all such requirements as may be imposed on the occupier of the Said Premises by any statutes now or hereafter in force and any orders, rules, requirements, regulations and notices thereunder and to indemnify the Licensor against any loss or damage suffered by the Licensor by reason of the Licensee’s breach of its obligations under the provision.

6.25         Government Notices and Orders

To give to the Licensor notice of any notices or orders served by any government, authority or statutory body with respect to the Said Premises which require the attention of or compliance by the Licensor and to indemnify the Licensor against any loss or damage suffered by the Licensor by reason of the Licensee’s breach of this provision.

6.26         Payment of Costs and Expenses for Consent and Licensor’s Notices

Where the Licensee applies to the Licensor for any consent hereunder, to pay to the Licensor on an indemnity basis:-

(a)           all reasonable costs and expenses properly incurred by the Licensor in relation to that application whether that application is granted refused offered subject to any qualification or conditions or is withdrawn; and

(b)           all reasonable costs and expenses of any professional advice obtained by the Licensor in relation to that application.

The Licensee shall also pay the Licensor’s reasonable costs of survey or otherwise in the preparation of any notices which the Licensor may serve on the Licensee under the provisions of the Licence Agreement.

6.27         Goods and Service Tax or Other Taxes

6.27.1      To pay goods and services tax or any other taxes or impositions by whatever name called (hereinafter collectively referred to as the “Said Taxes”) levied or imposed on the licence fee and such other monies as are required to be paid under the Licence Agreement form the commencement of the licence hereby granted. The Licensor shall not be liable to reimburse the Licensee for any amount of taxes or impositions paid by the Licensee under the Licence Agreement.

6.27.2      To pay such other moneys (if any) as are required to be paid under the provisions of the Licence Agreement or under any statutory law including all taxes or impositions by whatever name called levied or imposed on all the services supplied to the Said Premises (or, if not levied or imposed separately in respect of the Said Premises, then a proportionate part of such taxes or impositions) and any increases thereon.

6.28         Change of Address and Shareholding

To notify the Licensor in writing of any change in the address or registered office (as the case may be), of the Licensee and if the Licensee is a company, not to effect any substantial change in the shareholding of the Licensee without the prior written consent of the Licensor. For the purpose of this sub-clause, the transfer of legal or beneficial ownership of more than thirty per cent (30%) of the shares of the Licensee whether to one or more persons, shall be deemed to be a substantial change in the shareholding of the Licensee.

6.29         Prospective Tenants/Licensees

During the three (3) months immediately preceding the expiration of the Licence Agreement, to allow at all reasonable time prospective tenants or occupiers whether accompanied by the Licensor or otherwise, to inspect the Said Premises, and to allow the Licensor to exhibit in such places at the Said Premises as the Licensor shall think fit notices indicating that the Said Premises are to become vacant.

6.30         To Yield Up Possession

At the expiration or sooner determination of the licence hereby granted peaceably and quietly yield up the Said Premises to the Licensor together with the Licensor’s fixtures and fittings therein in good and tenantable repair and condition in accordance with the Licensee’s covenants herein contained and with all locks keys and fastenings complete, and to make good at the expense of the Licensee any damage or defacement caused by the removal of the fixtures, fittings or other property of the Licensee including the removal of any lettering or name plate and if the Licensee fails to make good such damage or defacement the Licensor may do so and the Licensee shall pay to the Licensor the cost thereof within seven (7) days of the Licensor notifying the amount to the Licensee. The Licensee shall also pay to the Licensor as liquidated damages for the period during which the aforesaid repairs are being carried out by the Licensor, an amount equivalent to the Licence Fee and the Other Charges which the Licensor would have been entitled to receive from the Licensee for such period as though such period had been added to the licence hereby granted.

7.             PROVIDED ALWAYS AND IT IS HEREBY AGREED as follows:-

7.1           Right of Entry and Determination of Licence

7.1.1        If the Licence Fee and Other Charges or any part thereof shall at any time be unpaid for seven (7) days after becoming payable whether formally demanded or not, or if any undertaking on the Licensee’s part herein contained shall not be performed or observed or if the Licensee being an individual shall become bankrupt or being a company shall go into liquidation (except for the purposes of amalgamation or reconstruction), or if the Licensee shall make any assignment for the benefit of its creditors or enter into an agreement or make any arrangement with its creditors for liquidation of its debts by composition or otherwise or if the Licensor shall give written notice of termination of the Licence Agreement due to the termination, revocation or cancellation for any reason whatsoever of any permits, consents, licences or contracts by the relevant authorities or by the owner of the Building, then and in any one of the said cases it shall be lawful for the Licensor at any time thereafter to forfeit the Security Deposit paid by the Licensee hereunder, and to give the Licensee notice to determine the licence with effect from such date specified in the notice and thereupon this licence shall absolutely cease and determine with effect from such date but without prejudice to the right of action of the Licensor against the Licensee in respect of any antecedent breach of the Licensee’s undertakings herein contained.

7.1.2                        Notwithstanding the provisions of paragraph 7.1.1 the Licensor shall be entitled to terminate the Licence Agreement forthwith by written notice in the event the tenancy agreement between the Licensor and owners of the Building and/or the relevant licence, permit or approval (all of which is collectively referred to as the “Underlying Documents”) is/are terminated, revoked or cancelled, for any reason whatsoever, by the owners of the Building or relevant authorities, as the case may be. The Licensee agrees that it shall have no claim whatsoever against the Licensor for the termination of the Licence Agreement.

                7.2           Interest on Arrears

                Without prejudice to the Licensor’s rights under Clause 7.1 above, the Licensee shall pay to the Licensor on demand, interest at the rate of four per cent (4%) per annum above the base-lending rate of Bank Bumiputra Malaysia Berhad. In the event that the base-lending rate charged by such banker should be unavailable, the interest rate shall be such interest rate per annum being four per cent (4%) greater than the interest rate which represents, in the absolute discretion of the Licensor, the Licensor’s cost of fund at any relevant time, as well after or before any judgement is obtained calculated on a daily basis for the late payment of any Licence Fee and Other Charges or any other monies due under the Licence Agreement, form the date that the same is due up to the actual date of payment, if the said monies remain unpaid for more than seven (7) days after the same are due (whether formally demanded or not).

                7.3           Licensor’s Rights Against Licensee’s Goods

                Notwithstanding anything herein contained if this licence shall come to an end whether by effluxion of time or otherwise and the Licensee shall within fourteen (14) days thereafter fail to remove all or any of its goods (which expression shall include personal property of every description) form the Said Premises or if the Licensee shall abandon the Said Premises (and the Licensee shall be deemed to have abandoned the Premises and terminated this licence unilaterally if the Licensee without the consent of the Licensor fails to open the Said Premises for a continuous period of three (3) days then and in any of the said events it shall be lawful for the Licensor to repossess the Said Premises for the purpose of mitigating damages and, at the Licensor’s discretion, to sell or otherwise dispose of the Licensee’s goods on behalf of the Licensee at such time and at such price as the Licensor shall in its absolute discretion think fit and without prejudice to the other rights and remedies of the Licensor the Licensor shall after payment out of the proceeds of sale, the costs and expenses connected with the said sale apply the net proceeds of sale towards payment of all arrears of the Licence Fee and the Other Charges and the interest thereon and all other sums of monies due and payable by the Licensee to the Licensor under this licence and the balance (if any) thereof shall be paid to the Licensee.

                7.4           Licensor May Rectify

                If the Licensee shall fail to perform any undertaking on the part of the Licensee herein contained, it shall be lawful (but not obligatory) for the Licensor to make any payment or do any act or thing and incur any expense as may be necessary to perform the said undertaking and any sum of money or expense which the Licensor may pay or incur for the purpose aforsesaid shall constitute a liquidated debt due and owing by the Licensee to the Licensor and shall on demand be repaid to the Licensor.

                7.5           Change of Food Court Name

                The Licensor shall at any time during the Term be entitled to change the name of the Food Court. The Licensor shall not be liable in damages to the Licensee or be a party to any other proceedings or be liable for costs or expenses of whatsoever nature incurred by the Licensee as a result of such change.

7.6           Liability, Indemnity and Insurance

                                7.6.1        Public Liability Damage

The Licensee shall be solely liable for and shall indemnify and hold harmless the Licensor and its directors, officers and employees against Public Liability Damage to any and all persons, living things or property arising out of or in the course of or caused by, or connected to by:-

(a)           the occupier or use of the Said Premises by the Licensee (including but not limited to any claims against the Licensee for food poisoning or other related matters); and

(b)           any obligations of the Licensee under this Licence.

The indemnity hereby given shall not be wholly or partially negated or defeated by reason of the state or condition of the Said Premises, the Food Court and/or the Building.

                                7.6.2        Property Damage

The Licensee shall be solely liable for and shall indemnify and hold harmless the Licensor and its directors, officers and employees against any damage to property arising out of or in the course of or caused by, contributed to by or arising out of:-

(a)           the occupation or use of the Said Premises by the Licensee; or

(b)           any obligations of the Licensee under this Licence.

The indemnity hereby given shall not be wholly or partially negated or defeated by reason of the state or condition of the Said Premises, the Food Court and/or the Building.

                                7.6.3        Insurances

(a)           Without limiting its obligations as contained elsewhere under this License, the License will effect and maintain the following policies of insurance with a licensed insurer of good repute:-

(i)            a policy insuring the Licensee’s fixtures (on a replacement or reinstatement basis) and the Licensee’s stock in trade ( on a market value basis) against fire and allied perils including :-

(1)           an extension to include the removal of debris for reasonable sum; and

(2)           an extension covering all damages to the property of the Licensee arising out of a sprinkler or faulty sprinkler system;

and incorporating a clause waiving the insurer’s right of subrogation against the Licensor.;

(ii)           a policy insuring all plate glass which is part of the Said Premises;

(iii)          workmen’s compensation and/or other insurance with statutory  limits as required by any law and/or employers liability insurance to provide payments of the Licensee’s employees and any persons located at any time on or in the Said Premises for the purposes of the conduct of Licensee’s business or other works. All such insurance shall be endorsed to indemnify the Licensor against any liability which the Licensor may incur under any such law or any regulation made thereunder; and

(iv)          public liability insurance for not less than Ringgit Malaysia Two Million Only (RM2,000,000.00) for each and every occurrence with the Licensor named as co-assured and incorporating a cross liability provision.

(b)           If any of the items referred to in this Clause are destroyed or damaged the Licensee will at its own expense promptly repair or replace (as appropriate) those items (and in respect of the plate glass, the Licensee shall repair or replace (as appropriate) to the reasonable satisfaction to the Licensor), and so far as applicable, use the proceeds of the insurance to do so.

                                7.6.4        Maintenance of Insurance

In respect of insurances required to be effected and maintained by the Licensee pursuant to this Clause 7.6:-

(a)           the Licensee shall upon the date of execution of this license lodge with the Licensor a copy of the policies required to be arranged in respect of such insurance together with certificates of currency to evidence the existence of same;

(b)           all the insurances arranged by the Licensee pursuant to this Clause 7.6 shall be effected by the Licensee so as to be in force from the date of handover of the Said Premises and shall be maintained in full force and effect until the last to occur of :-

                (i)            the expiry of the Term; or

(ii)           the date on which the Licensee’s vacates the premises.

                                7.6.5        Licensee’s to comply with Insurances

The Licensee shall at all times be responsible for complying with and abiding by the terms and conditions of the insurances arranged by the Licensee and for the payment of all excesses and premiums which may be contained or payable, as the case may be, within or by the terms of such insurances.

                                7.6.6        Insurance to be Approved by Licensor

The insurances arranged pursuant to Clause 7.6 shall be subject to the approval of the Licensor as to the adequacy and terms of insurance protection required by Clause 7.6 and the Licensee shall provide all such documentation, information and assistance as may be required by the Licensor in this regard.

7.6.7            Evidence of Currency

The Licensee shall also provide the Licensor with certified copies of the policies of insurance effected under this Clause 7.6 and all renewal certificates and endorsement slips in connection with such policies and such other documentation as may be required to substantiate the continued existence and currency of the insurances and all receipts and other documents evidencing the payment by the Licensee of all premiums and charges due in respect of such insurances within seven (7) days of any request by the Licensor and in any event within seven (7) days of the Licensee’s receipt of the same.

7.6.8            Licensor and Licensee to be Co-Assureds

The Licensee shall ensure that all insurances to be effected pursuant to Clause 7.6 shall include the Licensor and its officers, employees, agents and representatives as co-assureds.

7.6.9            Licensor may effect Insurances

If the Licensee fails to effect or to keep current and in force any of the insurances required to be effected and maintained by the Licensee in pursuant to this Clause 7.6, the Licensor may (but shall not be obliged to) effect and keep current and in force any such insurances and pay such premiums as may be necessary for that purpose and may recover as a debt due from the Licensee the amount so paid and may deduct from the Security Deposit or any balance of the Security Deposit held by the Licensor, all such monies paid by the Licensor.

7.6.10         No Cancellation and Alteration of Policy

No cancellation, exclusions, endorsements or alterations thereto shall be made to any policy of insurance once it has been approved by the Licensor unless first approved in writing by the Licensor. Duplicates and certified copies of all policies and all renewal certificates and endorsement slips shall be given by the Licensee to the Licensor upon receipt by the Licensee. All premiums in respect of such policies shall be paid punctually by the Licensee and the Licensee shall give a copy of the receipt of each premium payable in respect of each policy to the Licensor.

7.6.11         Not to Void Insurance

Not to do or permit or suffer to be done anything whereby the policy or policies of insurance on the Food Court against loss or damage by fire for the time being subsisting may become void or voidable or whereby the rate of premium thereon may be increased and to make good all damage suffered by the Licensor and to repay to the Licensor all sums paid by the Licensor in or about any renewal of such policy or policies rendered necessary by a breach or non-observance of this covenant

7.6.12         Premises at Risk of Licensee

The use and occupation and possession of the Said Premises is at the risk of the Licensee and the licensee hereby releases to the full extent permitted by the law the Licensor, its agents, servants, contractors, licensee and invitees including negligence on the part of the Licensor, its agents, servants, contractors, licensees and invitees from all claims and demands of every kind in respect of or resulting from any accident, damage or injury occurring in the Said Premises, the Food Court and/or Building whereby the Licensor shall have no responsibility or liability for any loss, damage or injury suffered by the Licensee whether to or in respect of the Licensee’s person or property or the business conducted by the Licensee as a result of any breakage, leakage, accident, occurrence or event in the Said Premises, the Food Court and/or the Building.

7.6.13         Licensor Not Liable for Damage

The Licensor, its agents, servants, employees and contractors shall not be liable in any way responsible to the Licensee or to any of the Licensee’s employees, independent contractors, agents, servants, visitors, invitees or licensees or to any other persons for any injury, loss or damage which may be suffered by any person or sustained to any property (whether belonging to the Licensee or to the others or whether entrusted to the Licensor’s employees) in the Food Court howsoever occurring including that caused by the overflow of water from any other premises or part of the Food Court and/or the Building nor for any consequential loss resulting from short circuit of electrical wiring, fire, explosion, falling plaster, steam, gas, electricity, water, rain or leaks from any other place or by dampness from the Said Premises, Food Court and/or the Building or any effects being out of repair including those caused by the negligence of the Licensor or its servants be liable for any such damage caused by the Licensees or persons in the Food Court and/or the Building or by any construction or other Building operations in the neighbourhood.

7.7                 Indemnity

The Licensee agrees to and does hereby indemnify and will keep indemnified the Licensor against all claims, demands, suits, proceedings, losses, costs, expenses, penalties or damages which are brought, claimed, issued, assessed against the Licensor or any property of the Licensor payable or suffered by the Licensor as a result of a breach of the provisions of this license (including but not limited to any essential term) or as a result of any action taken by the Licensor.

7.8                 Access in Emergency

Notwithstanding anything herein contained, the Licensee shall permit the Licensor, its servants or agents free and immediate access to the Said Premises at all times in cases of emergency.

7.9                 Restriction of Access to Common Areas

Notwithstanding anything herein contained, the Licensor and/or the owners of the Building may in the exercise of its absolute discretion restrict access to all or any part or parts of the common areas of the Food Court or may close off all or any of the entrances and exits thereof or driveways therein for such period or periods as the Licensor and/or the owners of the Building deems appropriate.

7.10              No Liability to Licensee

Notwithstanding anything herein contained the Licensor shall not be liable to the licensee, its agents, servants, invitees or licensees nor shall the Licensee have any claim against the Licensor in respect of –

7.10.1         any interruption in any of the services herein before mentioned by reason of necessary repair or maintenance of any installations or apparatus or damage thereto or destruction thereof by fire water riot act of God or other cause beyond the Licensor’s control or by reason of mechanical or other defect of breakdown or other inclement conditions or shortage of manpower, fuel, materials, electricity or water or by reason of labour disputes;

7.10.2         any act, omission, default, misconduct or negligence of any watchman, attendant or other servant or employee, independent contractor or agent of the Licensor or the owners of the Building in or about the performance or purported performance of any duty relating to the provision of the said services or any of them; or

7.10.3         any damage , injury or loss arising out of the leakage of the piping, wiring and/or sprinkler system in the Food Court and/or the structure of the Building and/or the defect in the Food Court or the Building.

7.11              No Waiver/Time and Other Indulgences

7.11.1         No waiver whether express implied or due to an oversight by the Licensor of one breach default or non-observance or non-performance of any of the provision in the License Agreement contained or implied shall operate as a waiver of any continuing or subsequent breach of the same or of any covenant obligation or provision in the License Agreement contained or implied nor shall it operate in any manner so as to default or affect in any way the rights of the Licensor in respect of any such continuing or subsequent breach default or non-observance or non-performance. The acceptance by the Licensor of the License Fee and the Other Charges payable hereunder shall not be deemed to operate as a waiver by the Licensor of any right to proceed against the Licensee in respect of any breach by the Licensee of any of its obligations hereunder.

7.11.2         Any time or other indulgence granted by the Licensor under the License Agreement shall be without prejudice to and shall not be taken as a waiver of any of the Licensor’s rights under the License Agreement nor shall it prejudice or in any way limit or affect any statutory rights powers and remedies from time to time vested in or exercisable by the Licensor.

7.12              Consents

Any consent given by the Licensor shall operate as a consent only for the particular matter to which it relates and shall no way operate as a waiver or release of any of the provisions hereof, nor shall it be construed as dispensing with the necessity of obtaining the specific written consent of the Licensor in future, unless expressly so extended.

                7.13         Licensor’s Right to Assign

The Licensee hereby expressly agrees with the Licensor that where the Licenses disposes of its estates or interest in the Said Premises, the Licensee shall accept the new owner of the Said Premises as its new licensor and confirms that in such event, the Licensor shall be released from all its obligations hereunder, and in particular, the obligation of the Licensor to refund the Deposit, which shall be transferred to the new licensor subject to any deductions by the Licensor for any breach or non-observance of the covenants and conditions on the part of the Licensee to be performed and observed under the License Agreement. Where required by the Licensor, the Licensee shall be a party to and shall execute any agreement or assignment to be made between the Licensor and the new owner. Under such agreement or assignment, the Licensee shall be granted the right to remain as licensee of the Said Premises until the expiry of the license on the same terms and conditions as are contained in the License Agreement, but with the new owner as its licensor.

7.14         No Warranty as to Fitness

The Licensor does not expressly or impliedly warrant that the Said Premises are now or will remain suitable or adequate for all or any of the purposes of the Licensee and warranties (if any) as to the suitability or adequacy of the Said Premises implied by law are hereby expressly negated.

7.15          Licensor’s Right to Close Food Court Temporarily.

The Licensor is entitled to close permanently or temporarily the Food Court and the common areas or any part of them and to prevent and prohibit any persons (other than the Licensee, its employees, servants, workmen, contractors or agents) from entering or remaining on them :-

(a)                 outside the opening hour set in Clause 6.14 provided that the Licensee shall provide adequate security, lighting and access to and from the Said Premises for such employees, servants, workmen, contractors, or agents during and for one (1) hour after such opening hours; and

(b)                 at all other times during which the Food Court or the common areas or any part of them is required by law to be closed or in the event the Licensor reasonably believes it to be necessary.

7.16          Early Termination

The Licensee agrees that the Licensor may at any time during the License Period and without assigning any reason therefore to terminate this License granted to the Licensee for the Said Premises by giving written notice of not less than two (2) months to the Licensee for such early termination.

7.17          Payment of  Liquidated Damages

In the event that the Licensee is in breach of any provisions herein contained, particularly by failing to maintain hygienic standards in its business or by keeping inflammable substances on the Premises other than such as the Licensor other than such as the Licensor considers necessary for the business of the Licensee the Licensee shall pay to the Licensor the liquidated damages of Ringgit Malaysia Three Hundred Only (RM300.00) for any one incident of the aforesaid breaches and for any one incident of breach of the provisions of any other clause herein including the failure to maintain quality of food, presentation and pricing structure the Licensee shall pay to the Licensor liquidated damages of the sum of Ringgit Malaysia Three Hundred Only (RM300.00).

The parties hereto agree that the liquidated damages agreed herein are not penalties but a genuine pre-estimate of the damages the Licensor will suffer in the event of a breach of the terms of this license by the Licensee. Notwithstanding the payment of liquidated damages, the Licensor shall be entitled at any time to terminate the License Agreement.

7.18          Damage or Destruction of Said Premises

7.18.1         No Liability to Repair

If the Said Premises or the Food Court is substantially destroyed or damage and:-

(a)                 if in the Licensor’s reasonable opinion, the destruction or damage is beyond economic repair; or

(b)                 if payment of insurance monies is refused or if available is insufficient in the reasonable opinion of the Licensor, to properly repair or make good the damage :or

(c)                 if any of the following occur:

(i)                   the Licensor has failed to obtain the approvals from any authority;

(ii)                 any approval from the authority has been granted subject to a lawful condition with which it would be impossible or unreasonable for the Licensor to comply;

(iii)                some defect or deficiency in the site upon which the rebuilding or reinstatement is to take place would render the same impossible or mean that the same could only be undertaken at a cost that would be unreasonable in all circumstances;

(iv)               the rebuilding or reinstating is prevented by Force Majeure; or

(v)                 any other circumstances beyond the reasonable control of the Licensor occur which render the rebuilding or reinstatement unreasonable or impractical in the circumstances.

The Licensor may in its absolute discretion, decide not to rebuild or reinstate the Said Premises or the Food Court as the case may be.

Nothing contained or implied by this license shall implied by this license shall oblige or compel the Licensor to rebuild or reinstate or make fit for occupation the Premises upon the occurrence of such damage.

7.18.2         License Fee Abatement on Destruction of Premises

If during the Term the Said Premises or access to them are damaged or destroyed by fire, flood, tempest, lighting or other disabling cause so as to make them wholly or substantially incapable for occupation and use by the Licensee then the License Fee and the Other Charges reserved by this license or a proportionate part of it according to the nature and extent of the damage shall abate.

7.18.3         Valuer to Determine Abatement if Dispute

Any dispute as to the amount of the License Fee and the Other Charges to be abated in accordance with Clause 7.18.2 shall be determined by an expert valuer selected by agreement between the parties who is experienced in the assessment of the License Fee for premises upon which are conducted business of the type permitted. In the event that the parties are unable to agree on the valuer then either party may ask the President of Lembage Penilai, Pentaksir dan Agen Hartanah Malaysia (The Board of Valuers and Real Estate Agents) to nominate a valuer possessing the qualifications referred to in this Clause 7.18.3. The valuer shall decide the amount by which the License Fee and the Other Charges to be abated and for what period such abatement shall continue. The valuer shall act as an expert and not as an arbitrator and his costs will be borne equally by the parties.

7.18.4         Recission

(a)                 In the event

(i)                   the Licensor has decided under Clause 7.18.1 not to rebuild or reinstate the Said Premises; or

(ii)                 the Said Premises are resumed or taken for public purposes by any authority so that they are wholly or substantially incapable for use and occupation by the Licensee,

then either party may rescind the License Agreement forthwith by written notice to the other party and such rescission shall not prohibit or restrict either party from making any claim for the payment of damages, costs or expenses arising out of a breach of any covenant, term, condition or warranty contained or implied in this license; and

(b)                 Subject to Clause 7.18.4(a), if the Said Premises or access to them are damaged or destroyed by fire or other cause so as to make them wholly or substantially incapable for occupation and use by the Licensee and the Said Premises has not been substantially rebuilt or reinstated within three (3) years from the date of damage or destruction, then either party shall be entitled to rescind the License Agreement.

Nothing herein contained or implied by the License Agreement shall preclude the Licensee or its licensees seeking compensation from any authority in the event the Said Premises are resumed or taken for public purposes by any authority so that the Said Premises are wholly or substantially incapable of use and occupation by the Licensee or its licensees.

7.18.5         Reinstatement by License

If the Said Premises are rebuilt or reinstated, the Licensee shall as soon as practicable, repair or replace or reinstate the Licensee’s fixtures, equipment and goods.

7.18.6         Continuation of Business

Subject to Clause 7.18.2, the Licensee shall during any period of reconstruction or repair of the Said Premises, any other part of the Food Court and/or the Building continue the operation of its business in the Said Premises so far as it may be reasonably practicable for the Licensee so to do having regard to the nature and extent of the damage sustained.

7.18.7         Right to Refuse Access

Notwithstanding anything herein contained the Licensor shall have the right at all times to refuse access to the Food Court or otherwise control such access in respect of any person whose presence in the Food Court might in the judgement of then Licensor be prejudicial to the safety, character, reputation and interests of the Food Court and its occupiers.

7.18.8         Costs of Improvements

If the Licensor shall at anytime during the License Period effect any structural alterations or any alterations or additions to the water, gas, electrical, plumbing, air conditioning or fire equipment or other services or effects to the Said Premises which may be required by reason of any future statute, regulation, ordinance or by-law of any relevant authority (not being alterations or additions required by virtue of the Licensee’s business or the provision of separate toilets in the Said Premises the cost of which shall at all times be borne by the Licensee) then as from the date of such improvements with interest to be calculated at the time payment are due shall be amortised over the period from the time works commence to the time of obsolescence of such improvements in accordance with normal accounting principle and apportioned to the Said Premises over the unexpired residue of the term as an addition to the operating expenses in relation to the Said Premises and calculated and paid by the Licensee to the Licensor in the same manner as an additional Service Fee.

7.19          Warranties

Each party represents and warrants to the other that ;

(a)                 it has full power and authority to enter into this license and perform the obligations contemplated by this license, and as the Commencement Date this License constitute valid and binding obligation on it, enforceable in accordance with its terms;

(b)                 it has taken all corporate or other actions to authorise the execution and delivery of this license

(c)                 the entry into this license does not violate the respective law or regulations of this country or incorporation or the Federation of Malaysia;

(d)                 no winding up petition (or corresponding steps) has been presented against it nor has any receivers or managers ( or other similar officials) being appointed over the assets or undertakings of the company:

(e)                 neither the execution or delivery of this license nor the performance of any of the obligations contemplated by this license exceed the power granted to it or violates;

(i)                   any law by which it or any of it assets may be bound or affected ;

(ii)                 any provisions, by law or regulations contained in its Memorandum and Articles of Association or constituent documents; or

(iii)                any agreement to which it or any of it subsidiaries (as defined in the Companies Act 1965) is a party to or by which any of its or their assets are bound ;

(f)                  it has complied with all the conditions imposed by the relevant authorities for the approval of the establishment of an equity composition in the Licensor or Licensee, as the case may be, and it is not in violation of the Foreign Investment Committee guidelines in relation to its equity composition or any legislation, regulation or Governmental directives.

Each of the above representations and warranties remains in full force and effect and is and will be given to the intent that any liability is not confined to breaches discovered on or before the Commencement Date but extends and continue until the termination of this License.

7.20          No Claims by Licensee

The Licensee shall have no claim whatsoever against the Licensor if the Food Court or the Building or any part thereof is uncompleted, unoccupied and/or close for any reason whatsoever.

7.21          Exclusion of Implied Terms

The covenants, provisions, terms and agreements herein covered and comprise the whole of the agreement between the parties hereto and the parties hereto expressly agree and declare that no further or other covenants, agreements, provisions or terms whether in respect of the Said Premises shall be deemed to be implied herein or to arise between the parties hereto by way of collateral or other agreement by reason of any promise representation, warranty or undertaking given or made by either party hereto to the other or on prior to the execution hereof and the existence of any such implications or collateral or other agreement is hereby negated. For avoidance of doubt, nothing in this provision prohibit the variations of the terms of the License Agreement by mutual agreement in writing between the parties hereto after the execution hereof.

7.22          Invalidity or Illegality

If any one or more of the provisions contained in the License Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability or the remaining provision contained herein shall not in any way be affected or impair thereby.

7.25                        Governing Law

The validity, constructions, interpretations and enforcement of the License Agreement and any other documents or agreement contemplated herein and all rights remedies powers, obligations and liabilities hereunder and thereunder shall be governed by the laws of the Malaysia.

7.26                        Notices

Any notice in writing required to be served hereunder shall be deemed to be sufficiently served on the other party it sent by prepaid registered post in an envelope addressed to that party and sent to the address of that party stipulated in the License Agreement (or to such other address as shall have been previously notified in writing), or, sent by facsimile transmission to that party. In addition to the above, any notice to be served on the licensee shall also be sufficiently served it left at the Licensee’s office at the Said Premises is an envelope addressed to the Licensee. A notice sent by registered post shall be deemed to be served on the day following the date of posting and any notice served by facsimile transmission shall be deemed of posting and any notice served by facsimile transmission shall be deemed to be served immediately after transmission thereof if transmitted on a business day before close of business. Otherwise, the notice by facsimile shall be deemed to be served on the first business day following the day of transmission. For the purposes of this sub-clause, business day shall mean any day other than a Saturday, Sunday or a gazetted public holiday in Malaysia, and close of business shall be 5pm.

7.27                        Headings

Headings and sub-headings have been inserted for guidance only and shall not be deemed to define limit construe or describe the scope or intent of the clauses hereof and shall not be deemed to form any part of the context.

7.28                        Licensor’s Legal Costs

The Licensee shall pay the Licensor’s legal cost and disbursement incurred in the preparation on the License Agreement and the stamp duty thereon (and on its counterpart) and the Licensors solicitor’s cost and disbursement for or in connection with any surrender or other termination of the License Agreement (otherwise than by effluxion of time), and with any notice of demand claim or legal proceedings which may be brought by the Licensor against the Licensee in connection with or arising out of the License Agreement on the indemnity basis.

7.29                        Interpretation

In the License Agreement;

(a)     where the context so admits or requires;

(i)                   words importing the singular numbers shall include plural and vice versa;

(ii)                 words importing the masculine gender shall include the feminine gender and neuter gender and vice versa; and

(iii)                words importing person shall include corporations.

(b)     where two or more persons are included in the expression “the Licensee” all covenants, agreements, terms, conditions and restrictions shall be binding on them jointly and each of them severally and shall also be binding on their personal representatives and permitted assigns respectively jointly and severally.

(c)     “month” means calendar month

(d)     “common areas” shall mean those parts area premises and facilities of and in the Building which are not demised or intended to be demise to any tenant or Licensee and which are now or hereafter provided for the common use of tenants and Licensee of premises in the Building and their respective agents customers employees invitees and licensees in common with the licensor and all other person having the like right to use the same including but without limiting the generality of the foregoing all roads walls, walkways, pavements, passages, entrance, courts vestibules halls, toilets and such other area amenities grounds and conveniences from time to time provided prescribed or made available by the owner of the Building.

AS WITNESS the hands of the parties hereto the day and year first above written

SIGNED by                                                            )

For an on behalf of                                              )

Sdn Bhd (Company No.)                                      )

In the presence of                                              )

SIGNED by                                                            )

For an on behalf of                                              )

(name of company)                                              )

in the presence of                                                )