This is a good sample of a tenancy agreement whereby the landlord agrees to in substitution to the conventional method of rental collection from tenant, agrees to take a share of the revenues generated/to be generated by the tenant i.e. base on the sales of the retail outlets/shops etc. There are terms in this sample/template that deals with the relationship of the parties, namely a deadline to set up the shop/retail stores (failing which there will be penalty), multi tiered percentages of ‘revenue sharing’ relative to the sales generated by the shop/retail stores, rights of the landlord to inspect the accounts etc. An interesting template/sample to adopt for a creative business partnership. Join now to view all these interesting samples and law articles.

PARTNERSHIP AGREEMENT

AN AGREEMENT (hereinafter referred to as the “Partnership Agreement”) made this [day] day of [year].

BETWEEN

[insert company name] a company incorporated in Malaysia with its registered address at [insert address] (hereinafter referred to as the “Partner A” which expression shall where the context so admits include the successors and assigns of the Partner A) of the one part;

AND

[insert company B/Partner B]

RECITALS

Whereas Partner A has been granted tenancy of an allocated space hereto (hereinafter called the said Allocated Space) which is comprised in a building known as [name of venue] (hereinafter referred to as “the said Property”), located on [insert address].

Whereas Partner A and Partner B have agreed to enter into this Agreement subject to the terms and conditions contained hereinafter:

WHEREBY IT IS AGREED as follows:-

DURATION

This Agreement shall commence on the [insert day & year] for a period of [insert duration] months expiring on the [insert day & year]

RENEWAL OF PARTNERSHIP

This Partnership shall be given the option to extend for a further term of six (6) months. If Partner B is desirous of extending and renewing for a further term of six (6) months, Partner B shall give Partner A two (2) months notice in writing of its intention prior to the expiration of this Agreement.

LOCATION & AREA

The said Allocated Space which is approximately [insert space] is located at [insert particular area within the property] of the said Property.

FEE

4.1 The Fee payable to the said Allocated Space shall be Ringgit Malaysia [insert amount] per month (hereinafter referred to as “the Base Fee”) plus commission (hereinafter referred to as “the Adjusted Fee”) of the gross sales (hereinafter referred to as “Gross Sales”) per month at the said Allocated Space as below:

Gross Sales Adjusted Fee

Below RM5,000.00 N/A

RM5,000.00 – RM10,000.00 5% of Gross Sales

RM10,000.00 – RM17,000.00 10% of Gross Sales

RM17,000.00 – RM20,000.00 9% of Gross Sales

RM20,000.00 and above 8% of Gross Sales

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

4.2 Partner B shall submit the Monthly Sale Account to Partner A to enable apportionment of revenue not later than the 5^th of each and every month.

4.3 In the event that if the monthly sales of the said business payable to Partner A by Partner B is less than RM 5,000.00 (Ringgit Malaysia Five Thousand Only), then Partner A shall have the absolute right to terminate the partnership hereto subject to the terms and conditions of this agreement and Partner A shall refund the said deposit sum free of interest less such sums as may be then due to Partner B.

For the purposes of paragraphs 6.1 and 6.2, Partner B shall furnish to Partner A, Partner B ’s statement of daily Gross Sales at the said Allocated Space within the same working day and also a Gross monthly sales report not later than the 5^th of each month and at such other time(s) as Partner A require. All payments to Partner A shall be made by partner B paying into Partner A’s account maintained at such bank as notified by Partner A to Partner B or in such other manner specified by Partner A. *

Notwithstanding the provision herein, Partner A reserve the right to vary the manner of payment of the Fee and any Other Charges, including requiring partner B to pay over to Partner A 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 Partner A will return to Partner B the remaining of the monthly Gross Sales as follows:-

(a) Partner B shall provide Partner A access to daily sale report of the said business during operation hour for the purpose of recording and updating of sales. Partner B shall pay the sharing to Partner A’s authorized collection office payable on or before the seventh (7^th) day of each and every calendar month in the form of crossed “A/C PAYEE ONLY” cheques made payable to:- [insert name of company]. In the event the Gross Sales collected is insufficient to deduct fully the Other Charges and the Fee, then the balance shall be settled by Partner B within seven (7) days from the date of Partner A’s written notice to Partner B.

OTHER CHARGES

5.1 In addition, Partner B is to pay to partner A the following additional fees:-

(a) To pay to [name of company] monthly, or other appropriate authorities for all water, gas, electricity and other services (if any) (hereinafter referred to as “the Utility Charges”) supplied to the Said allocated Space. The relevant utilities rates shall be determined by Partner A after apportion and the rates issued to Partner A shall be deemed as conclusive the rates to be payable by Partner

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

5.2 Partner A shall be solely responsible for all rental due in respect of the tenancy of the said Allocated Space and that Partner B shall be solely responsible for all operation capital, the day to day running of the Business and all expenses related to it and management of the said business.

Partner B HEREBY COVENANTS with Partner A as follows:

6.1 Fee and Other Charges

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

6.2 Deposit’

To pay on or before the execution of the Partnership Agreement or the commencement of Partnership hereby granted (whichever is earlier), a deposit of a sum equivalent to Ringgit Malaysia [insert amount] being the restoration deposit (hereinafter referred to as the “Deposit Sum”) and a deposit of Ringgit Malaysia [insert amount] being the security deposit (hereinafter collectively referred to as the “Security Deposit”) If Partner B shall fail to perform or observe any of the covenants, conditions, stipulations or agreements herein contained including but not limited to, the Security Deposit shall be forfeited by Partner A’s (without prejudice to Partner A’s right of action against Partner B where the Security Deposit shall be insufficient for the purpose). If any amount shall be forfeited by Partner A from the Security Deposit in accordance herewith, Partner B shall within seven (7) days after the date of Partner A’s written demand all that behalf, pay to Partner A, a sum equivalent to the amount so forfeited as Security Deposit. The Security Deposit shall not be deemed to be or treated by Partner B as payment of Fee and/or Other Charges or any part thereof, and shall be refunded to Partner B free of interest after the expiry or sooner determination of the agreement hereby granted subject to any deductions by Partner A for any breach or non-observance of the covenants and covenants and conditions on the part of Partner B to be performed and observed herei

6.3 Opening Guarantee

(i) In the event Partner B fails to open for trade at the Said Allocated Space on the [insert date] for any reasons whatsoever, Partner B shall pay to Partner A Ringgit Malaysia [insert amount] for each day of delay as agreed liquidated damages in addition to and without prejudice to the right of Partner A to terminate this Agreement in the event Partner B’s failure to officially open extend to two (2) weeks after the specified opening date.

Partner B further agrees that upon notification of such termination by Partner A all payments made by Partner B including the Security Deposit, the Utility Deposit, the Reconfiguration Cost, the Other Charges and other monies paid to partner A up to the date of termination shall be forfeited to partner A as agreed liquidated damages without prejudice to Partner A’s right to claim for further damages.

6.4 The Promotion of The Company

Partner B hereby agrees to take part and participate together with other from time to time, as may be determined by Partner A, in the advertising, promotion and public relation programs of the Complex. In such event, Partner A shall apportion the rates to be paid by each and every partner within 7 days upon notifications by Partner A.

6.5 User

6.5.1 Partner B shall at its own cost and expense properly operate, manage and control the Said Allocated Space including providing adequate security services in an appropriate manner.

6.5.2 Partner B shall not change the merchandise without first obtaining the written consent of Partner A

6.6 Cleanliness of the Said Allocated Space

Partner B shall keep the Said Allocated Space clean and free of litter.

6.6.1 Space and Storage

(i) Any storage space forming part of the Said Allocated Space must not be used for any purpose other storage of items relevant to the use of the Said Allocated Space subject to any separate arrangement with Partner A, Partner B shall not store space forming part of the Said Allocated Space.

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

6.7 Interior of the Said Allocated Space

To keep the interior of the Said Allocated Space and Partner A’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 Partner A any damage or breakage caused to the Said Allocated Space or other parts of the company or to Partner A’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

6.8 Maintenance Repairs Alterations and Additions

6.8.1 Partner B to Repair Said Allocated Space and Partner B’s Fixtures

(a) Partner B shall: –

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

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

Clean and free from rubbish; and
In a state of good order, repair and condition

(b) Partner B’s obligations in paragraph (a) of this Clause

6.8.2 do not include, and Partner B is not responsible for: –

(i) fair war and tear of the Said Allocated Space, excluding Partner B’s fixtures;

(ii) any damage caused to the Said Allocated Space 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 Partner B, its representatives, agents, employees, partners or invitees or the installation, use or removal of Partner B’s fixtures.

6.8.3 Partner B to Maintain Equipment

(a) Partner B shall not interfere with, impair the operation of or do anything in the Said Allocated Space which adversely affects the services to be rendered by Partner A

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

6.8.4 Specific Obligations

Partner B shall, at all times and at Partner B’s cost: –

(a) comply with the provisions of any Law applicable to the Said Allocated Space; and

(b) 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 Partner B of the Said Allocated Space where such notice, order or requirement arises out of or is incidental to the use and occupation of the Said Allocated Space by Partner B.

6.8.5 Alterations to the Said Allocated Space

Partner B 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 Allocated Space, including but not limited to the Placing of partitions in the Said Allocated Space without the prior written consent of Partner A and (where applicable) the relevant authority;

(b) install in or place on the Said Allocated Space or any floor in the Said Allocated Space any item, fixture, fitting, plant or equipment which might overload the structure of any part of the Said Allocated Space or which might otherwise cause structural stress or damage to the Said Allocated Space 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 Allocated Space any item, fixture, fitting, plant or equipment which might interfere with, overload or cause damage to the Said Allocated Space.

6.9 No Storage of Prohibited Materials

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

6.10 No Unlawful Purpose or Nuisance

Not to use or permit to be used the Said Allocated Space or common areas of the company 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 Partner A or of the owners of the Building or any of the other tenants or occupants of the company and the Building, and not to permit or suffer anyone to sleep or reside therein.

6.11 Conduct of Business

6.11.1 Partner B undertakes that it shall throughout the Term conduct its business from the Said Allocated Space in good faith, by using hygienic methods of preparation and service and at all times providing a courteous service to all customers of the company. Subject to any restriction to any restriction imposed by Law, Partner B will keep the Said Allocated Space open to members of the public for business on and form the Commencement Date and throughout the Term.

6.11.2 In conducting its business in the Said Allocated Space, Partner B shall comply with the directions of Partner A having regard to the cultural, religious and customary sensitivities of the population in the locality of the company and in Malaysia in general. In particular (but without limitation

6.12 Opening Hours

The Said Allocated Space shall be kept open for business from 1000 hours to 2200 hours everyday throughout the year except on such occasions when [state venue/space] is closed to the public.

Partner B shall be allowed to close business subject to the written approval of Partner A. Any additional closure of the business must be with the prior written consent of Partner A. The written approval for consent to close for any additional days shall be made to Partner A seven (7) days before the designated day for closure and Partner A shall have the sole and undisputed discretion to approve or disapprove such application.

In any event if Partner B close his business for more than 2 days without the consent of Partner A, Partner A shall have reserved the right to impose a liquidated damage of Ringgit Malaysia Three Hundred only (RM 300.00) onto Partner B.

6.13 Display of Merchandise

Partner B will use to best advantage all space available in the Said Allocated Space for the display and adequate merchandising of Partner B’s stock-in-trade. Partner B will keep the display windows and other appropriate parts of the Said Allocated Space adequately lighted with electric light during those times from time to time required by Partner A in respect of all businesses in the company. Partner B 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 Allocated Space and common areas, and the company and/or the Building generally. In addition, Partner B shall ensure that all representations including visual displays must accurately reflect the quality and quantity of goods being offered on sale.

6.14 No Sale Or Display In Common Areas

(i) Partner B will not without the consent of Partner A use or allow the common areas adjacent to the Said Allocated Space 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 Partner B.

(ii) Notwithstanding anything herein contained or implied to the contrary Partner A may permit any person or organization to hold any function or exhibition or display any merchandise or organize any parade in any part or parts of the common areas at such times an upon such terms and conditions as Partner A 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 Allocated Space.

6.15 Name Of Company

To refer to the company by its proper name whenever Partner B designates or refers to the company in any newspaper, name cards or other printed material and not to use any business or trade name or logo of Partner A without the prior approval in writing of Partner A and not to use the word “AA Bazaar” or any name or description similar to or bearing any resemblance to the word “AA Bazaar” in the business or trade name of Partner B or any or its associated companies.

6.16 Removal of Furniture, Fixtures and Installations

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

6.17 No Pests, Pets or Animals

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

6.18 Disposal of Waste

Partner B shall only dispose of waste at designated areas set by Partner A.

6.19 No Assignment or Subletting

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

6.20 Partner A’s Discretions or Regulations

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

6.21 Compliance with Statutes and By-laws

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

6.22 Government Notices and Orders

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

6.23 Payment of Costs and Expenses for Consent and Partner A’s Notices

Where Partner B applies to Partner A for any consent here under, to pay to Partner A on an indemnity basis:-

(a) all reasonable costs and expenses properly incurred by Partner A 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 Partner A in relation to that application.

Partner B shall also pay Partner A’s reasonable costs of survey or otherwise in the preparation of any notices which Partner A may serve on Partner B under the provisions of the Partnership Agreement.

6.24 Goods and Service Tax or Other Taxes

6.24.1 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 Partnership Agreement form the commencement of the licence hereby granted. Partner A shall not be liable to reimburse Partner B for any amount of taxes or impositions paid by Partner B under the Partnership Agreement.

6.25.2 To pay such other moneys (if any) as are required to be paid under the provisions of the Partnership 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 Allocated Space (or, if not levied or imposed separately in respect of the Said Allocated Space, then a proportionate part of such taxes or impositions) and any increases thereon.

6.25 Change of Address and Shareholding

To notify Partner A in writing of any change in the address or registered office (as the case may be), of Partner B and if Partner B is a company, not to effect any substantial change in the shareholding of Partner B without the prior written consent of Partner A. 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 Partner B whether to one or more persons, shall be deemed to be a substantial change in the shareholding of Partner B.

6.26 Prospective Tenants/Partners

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

6.27 To Yield Up Possession

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

PROVIDED ALWAYS AND IT IS HEREBY AGREED as follows:

7.1 Right of Entry and Determination of Agreement

7.1.1 If the Fee and Other Charges or any other form of payment due and owing to Partner A inclusive of any demand for liquidated damages payable to Partner A thereof shall at any time be unpaid for seven (7) days after becoming payable whether formally demanded or not, or if any undertaking on Partner B’s part herein contained shall not be performed or observed or if Partner B being an individual shall become bankrupt or being a company shall go into liquidation (except for the purposes of amalgamation or reconstruction), or if Partner B 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 Partner A shall give written notice of termination of the partnership Agreement due to the termination, revocation or cancellation for any reason whatsoever of any permits, consents, licenses 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 Partner A at any time thereafter to forfeit the Security Deposit paid by Partner B hereunder, and to give Partner B notice to determine the license with effect from such date specified in the notice and thereupon this license shall absolutely cease and determine with effect from such date but without prejudice to the right of action of Partner A against Partner B in respect of any antecedent breach of Partner B’s undertakings herein contained.

7.2 Interest on Arrear

Without prejudice to Partner A’s rights under Clause 5.1 above, Partner B shall pay to Partner A on demand, interest at the rate of four per cent (4%) per annum above the base-lending rate of OCBC. 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 Partner A, Partner A’s cost of fund at any relevant time, as well after or before any judgment is obtained calculated on a daily basis for the late payment of any Fee and Other Charges or any other monies due under the Partnership 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 Partner A’s Rights Against Partner B’s

Notwithstanding anything herein contained if this Agreement shall come to an end whether by effluxion of time or otherwise and Partner B 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 Allocated Space or if Partner B shall abandon the Said Allocated Space (and Partner B shall be deemed to have abandoned the Premises and terminated this Agreement unilaterally if Partner B without the consent of Partner A fails to open the Said Allocated for a continuous period of three (3) days then and in any of the said events it shall be lawful for Partner A to repossess the Said Allocated Space for the purpose of mitigating damages and, at Partner A’s discretion, to sell or otherwise dispose of Partner B’s goods on behalf of Partner B at such time and at such price as Partner A shall in its absolute discretion think fit and without prejudice to the other rights and remedies of Partner A Partner A 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 Fee and the Other Charges and the interest thereon and all other sums of monies due and payable by Partner B to Partner A under this Agreement and the balance (if any) thereof shall be paid to Partner B.

7.4 Partner A May Rectify

If Partner B shall fail to perform any undertaking on the part of Partner B herein contained, it shall be lawful (but not obligatory) for Partner A 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 Partner A may pay or incur for the purpose aforesaid shall constitute a liquidated debt due and owing by Partner B to Partner A and shall on demand be repaid to Partner A

7.5 Change of Company Name

Partner A shall at any time during the Term be entitled to change the name of the Company. Partner A shall not be liable in damages to Partner B or be a party to any other proceedings or be liable for costs or expenses of whatsoever nature incurred by Partner B as a result of such change.

7.6 Liability, Indemnity and Insurance

7.6.1 Public Liability Damage

Partner B shall be solely liable for and shall indemnify and hold harmless Partner A 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 Allocated Space by Partner B (including but not limited to any claims against Partner B for food poisoning or other related matters); and

(b) any obligations of Partner B under this Agreement.

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

7.6.2 Property Damage

Partner B shall be solely liable for and shall indemnify and hold harmless Partner A 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 Allocated Space by Partner B;
or

(b) any obligations of Partner B under this Agreement.

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

7.6.3 Maintenance of Insurance

In respect of insurances required to be effected and maintained by Partner B pursuant to this Clause 5.6:-

(a) Partner B shall upon the date of execution of this Agreement lodge with Partner A 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 Partner B pursuant to this Clause 5.6 shall be effected by Partner B so as to be in force from the date of handover of the Said Allocated Space 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 Partner B’s vacates the premises.

7.6.4 Partner B’s to comply with Insurances

Partner B shall at all times be responsible for complying with and abiding by the terms and conditions of the insurances arranged by Partner B 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.

7.6.5 Insurance to be Approved by Partner A

The insurances arranged pursuant to Clause 5.6 shall be subject to the approval of Partner A as to the adequacy and terms of insurance protection required by Clause 5.6 and Partner B shall provide all such documentation, information and assistance as may be required by Partner A in this regard.

7.7 Partner A’s Right to Assign

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

7.8 No Warranty as to Fitness

Partner A does not expressly or impliedly warrant that the Said Allocated Space are now or will remain suitable or adequate for all or any of the purposes of Partner B and warranties (if any) as to the suitability or adequacy of the Said Allocated Space implied by law are hereby expressly negated.

7.9 Early Termination

Partner B agrees that Partner A may at any time during the Tenancy Period and without assigning any reason therefore to terminate this Agreement granted to Partner B for the Said Allocated Space by giving written notice of not less than two (2) months to Partner B for such early termination.

7.10 Payment of liquidated Damages

In the event that Partner B is in breach of any provisions herein contained Including the Annexure and any attachment hereto, particularly by failing to maintain hygienic standards in its business or by keeping inflammable substances on the Premises other than such as Partner A other than such as Partner A considers necessary for the business of Partner B Partner B shall pay to Partner A 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 goods, presentation and pricing structure Partner B shall pay to Partner A liquidated damages of the sum of Ringgit Malaysia Three Hundred Only (RM300.00). If Partner B is in breach of any of the provisions contain herein or thereto, and for the 3rd incident a liquidated damages is to be paid by Partner B to Partner A, then Partner A shall reserve the right to terminate the Agreement forthwith. The parties hereto agree that the liquidated damages agreed herein are not penalties but a genuine pre-estimate of the damages Partner A will suffer in the event of a breach of the terms of this agreement by Partner B. Notwithstanding the payment of liquidated damages, Partner A shall be entitled at any time to terminate the Partnership Agreement.

7.11 Damage or Destruction of Said Allocated

Space 7.11.1 No Liability to Repair

(a) If the Said Allocated Space or the company is substantially destroyed or damage and:-

(b) if in Partner A’s reasonable opinion, the destruction or damage is beyond economic repair; orif payment of insurance monies is refused or if available is insufficient in the reasonable opinion of Partner A, to properly repair or make good the damage :or

Partner A has failed to obtain the approvals from any authority;
any approval from the authority has been granted subject to a lawful condition with which it would be impossible or unreasonable for Partner A to comply;
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;
the rebuilding or reinstating is prevented by Force Majeure; or
any other circumstances beyond the reasonable control of Partner A occur which render the rebuilding or reinstatement unreasonable or impractical in the circumstances.

Partner A may in its absolute discretion, decide not to rebuild or reinstate the Said Allocated Space or the company as the case may be.

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

7.11.2 Fee Abatement on Destruction of Premises

If during the Term the Said Allocated Space 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 Partner B then the Fee and the Other Charges reserved by this agreement or a proportionate part of it according to the nature and extent of the damage shall abate.

7.11.3 Valuer to Determine Abatement if Dispute

Any dispute as to the amount of the Fee and the Other Charges to be abated in accordance with Clause 7.11.2 shall be determined by an expert valuer selected by agreement between the parties who is experienced in the assessment of the 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 7.11.3. The valuer shall decide the amount by which the 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.

7.11.4 Recission

(a) In the event

Partner A has decided under Clause 7.11.1 not to rebuild or reinstate the Said Allocated Space; or
the Said Allocated Space are resumed or taken for public purposes by any authority so that they are wholly or substantially incapable for use and occupation by Partner B,

then either party may rescind the Joint Venture 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 agreement; and

(b) Subject to Clause 7.11.4(a), if the Said Allocated Space 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 Partner B and the Said Allocated Space 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 Partnership Agreement.

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

7.12 Exclusion of Implied Term

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 Allocated Space 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 Partnership Agreement by mutual agreement in writing between the parties hereto after the execution hereof.

7.13 Invalidity or Ilegality

If any one or more of the provisions contained in the Partnership 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.

7.14 Agreement Made Between Partner A and The Owner Of The Building

It is further hereby expressly agreed between the parties hereto that this Agreement shall be at all times subject to the Agreement between Partner A and Prangin Mall Komtar Sdn Bhd (hereinafter referred to as “the Owner”).

7.15 Governing Law

The validity, constructions, interpretations and enforcement of the Parnership 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.

7.16 Notices

Any notice in writing required to be served here under 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 Partnership 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 Partner B shall also be sufficiently served it left at Partner B’s office at the Said Allocated Space is an envelope addressed to Partner B. 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.

7.17 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.

7.18 Partner A’s Legal Costs

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

TERMINATION

The Partnership shall operate and subsist subject to the provisions for dissolution hereinafter contained.

8.1 The Partners further agree hereto that the partnership shall be dissolved upon the expiry of not less than two (2) months notice of dissolution given in writing by one of the partners to the other for whatever reasons whatsoever.

8.2 If either partner:-

(a) Shall commit any act of bankruptcy for (or shall be adjudicated bankrupt) or shall suffer his/her share in the partnership to be charged for his/her separate debt under the relevant law/statutory provisions.

(b) Shall become a patient within the meaning of the Mental Health Act and/other relevant statutory provisions

(d) Shall fail to pay any monies awing by hi/ her to the partnership within 7 days of being requested in writing by the other partner to do so or;

(e) Shall be guilty of any conduct likely to have a serious adverse effect upon the partnership business ) (or;

(f) Shall absent himself/herself from the business of the partnership without proper cause and without the consent of the other partner for more than 3 days in any period of twelve months) the partnership shall be dissolved upon the service on such partner by the other partner of a notice in writing dissolving the partnership.

8.3 Upon expiry of the agreement, and upon Partner B fulfilling all his obligations and paying all his profit sharing of any nature whatsoever arising under this agreement, Partner a shall refund the said deposit sum free of interest less such sums as may be then due to Partner B.

APPROVED USAGE

9.1 Partner B shall operate under the trade name of [insert trade name]

9.2 It is hereby agreed that Partner B shall be responsible for providing the capital and managing a business trading in sale of [insert trade name] (hereinafter called “the said Business”

9.3 Partner B shall not display any other items/ merchandise unless prior written consent has been granted by Partner A and the Management.

9.4 Should there be any other items/merchandise found on sale at the Allocated Space, which is not mentioned above, Partner A reserves the right to terminate the Agreement immediately.

SUBLETTING

It is hereby agreed that Partner A has agreed to accept Partner B only as a partner for the said partnership. Subletting of part or all of the allocated space to others is strictly prohibited. Should there be any sublet. In whole or in part by Partner B to another tenant(s), then Partner A shall have the absolute right to terminate the partnership immediately. All payments made, includes the deposit sum shall be forfeited.

This agreement shall not be assignable whether in whole or in part, by either party without the prior written consent of the other party being obtained.

11 DISPLAY LAYOUT

Partner B must submit all renovation plans to Partner A for prior vetting and approval of he Management before such renovation works may be carried out.
Partner A reserves the right to vary and alter the display layout of the exhibition kiosk when necessary.
Partner B shall ensure that the display layout of the products shall not exceed 4 feet high unless prior written consent has been granted by Partner A and the Management.
Partner B shall not place any stickers, posters, signages or any other items of such nature without prior written consent by Partner a and the Management.
Nailing, hacking or drilling is allowed on the wall, floor or pillar.
Partner B shall ensure the walkway passing through the allocated space must remain clear and not to be blocked at all times.
Partner B shall restore the allocated space to its original state and condition and peaceably hand over the vacant possession. Any fixtures or fitting, which is erected by the Partner B, should be removed at Partner B’s own cost, failing which Partner A shall remove the said fixtures or fitting at his own costs and the same shall be deducted from the security deposit.

12 MISCELLANEOUS

Partner B shall coordinate and liaise with Partner A or his authorized representative at all times on the operation of the said business to ensure that all the requirements is strictly applied.
Partner B shall obtain and pay for all the necessary permits, licenses, taxes and consents required by law or other statutory authority for the purpose of the operation of the business.
Partner B shall indemnify and keep Partner A indemnified and harmless against any damage to the allocated space or injury to any person, claims, demands, writs, summons, actions, suits ,proceedings, judgment, orders, decrees, damages, costs, losses and expenses of any nature arising from the operation of the said business which Partner a may suffer or incur.
In the event of any negligent act by the management and staff of Partner B or any accident, which causes damage to Partner A, Partner B must make good the damage or reimburse any claim(s) made by Partner A.
In the event of Partner B is complained and found guilty of any conduct likely to have a serious adverse effect upon the partnership business, then Partner A shall have the absolute right to terminate the partnership immediately. All payments made, includes the deposit sum shall be forfeited.

ANNEXURES, SCHEDULES AND ATTACHMENTS

The annexures, schedules and any attachments hereto shall be taken and read and construed as forming part of this Agreement.

INTERPRETATION

In the Partnership Agreement;

(a) where the context so admits or requires;

words importing the singular numbers shall include plural and vice versa;
words importing the masculine gender shall include the feminine gender and neuter gender and vice versa; and
words importing person shall include corporations.

(b)where two or more persons are included in the expression “Partner B” 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 partners and which are now or hereafter provided for the common use of tenants and partners 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 )

[insert company name] )

(insert company number) )

In the presence of )

SIGNED by )

For an on behalf of )

Partner B )

in the presence of )

DATED THIS DAY OF [ insert year]

BETWEEN

[insert company name]

(Partner A)

AND

(Partner B)

JOINT VENTURE AGREEMENT

__________________________________________________________________

BETWEEN

AND

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