Shopping Mall Shoplot Tenancy Agreement

TENANCY AGREEMENT

AN AGREEMENT made the day, month and year stated in Section 1 of the First Schedule hereto BETWEEN the party whose name and description is stated in Section 2 of the First Schedule hereto (hereinafter referred to as the “Landlord”) of the one part, AND the party whose name and description is stated in Section 3 of the First Schedule hereto (hereinafter referred to as the “Master Tenant”) of the other part,

WHEREAS

The Landlord is the beneficial owner of all that parcel of business premises situated in the Mall erected on the Land which is more particularly described in Section 4 of the First Schedule hereto and outlined in [Insert preferred colour] on the Floor Plan (hereinafter referred to as the “Demised Premises”).

The Landlord has agreed to grant and the Master Tenant has agreed to accept a tenancy (hereinafter referred to as the “Tenancy”) of the Demised Premises subject to the terms and condition herein stated.

NOW IT IS AGREED as follows:

1. DEFINITION

Wherever used in this Agreement unless the context shall otherwise require, the following expressions shall have the following meaning:-

“Accessory Parcel” means any parcel shown in the strata plan of the Mall as an accessory parcel which is used or intended to be used in conjunction with a Parcel and subject to the approval by Appropriate Authorities;

“Agreement” means this Tenancy Agreement and all schedules and annexures annexed hereto.

“Appropriate Authority” means any governmental, semi or quasi-governmental and/or statutory departments, agencies and bodies or any other privatised corporation having jurisdiction under any Law in force or to be enforced with respect to any issue or matter related to and/or incidental to the Landlord, Master Tenant, Demised Premises, Mall and/or Land.

“Car Park” means the multi-storey commercial car park bays situated within [Insert details] of the Mall which is owned and operated by a 1^st / 3^rd party car park operator.

“Common Areas” means any malls and other pedestrian ways concourses and circulation area staircases escalators ramps and lifts, washrooms, facilities, walls, service roads, loading bays forecourts and other ways and areas in the Shopping Mall which are from time to time during the Term provided by the Manager for common use by customers frequenting the Shopping Mall and by the Tenant and the occupiers of the Shopping Mall or persons expressly or by implication authorised by them.

“Demised Premises” means all that parcel(s) beneficially owned by the Landlord of the retail/commercial lots located within the Mall more particularly described in Section 4 of the First Schedule and for the purposes of identification outlined [Insert preferred colour] on the proposed floor plan.

“Duration of Term” means the term granted by this Tenancy and specified in Section 5 (a) of the First Schedule.

“Floor Area” means the area specified in Section 4 (b) of First Schedule.

“Floor Plan” means the floor plan of the Mall indicating the location of the Demised Premises annexed hereto as Annexure A.

“Land” means the land held under [Insert land details] part of which the Mall is erected on.

“Interest” means the interest chargeable at the Interest rate on the Rent and/or any other charges or sums outstanding under this Agreement during the period from the date on which the payment is due to the date of full payment thereof.

“Landlord” means the person whose name, address and particulars are as stated in Section 2 of the First Schedule hereto and includes its successor-in-title and assign.

“Mall” means the building known as “[Insert Mall name]” and includes each and every part of the Mall and the Car Park, loading bays and any other areas the use and enjoyment of which is appurtenant to the Mall.

“Management of the Mall” means the Joint Management Body or the Management Corporation to be formed pursuant to the provisions of the [Insert relevant statute] or such other management body to be appointed to amongst others manage, administer and/or maintain the Mall, whichever is applicable.

“Master Tenant” means the person whose name, address and particulars are as stated in Section 3 of the First Schedule hereto and includes its successor-in-title and assign.

“Master Tenant’s Related Parties” means any and all of the Master Tenant’s agents, contractors, employees, servants, customers, patrons, invitees, licenses and/or sub-tenants in the Demised Premises and/or the Mall.

“Monthly Rental” means the fixed monthly rent including the Monthly Service Charges equivalent to the sum specified in Section 6 of the First Schedule and payable by the Master Tenant to the Landlord in accordance with Clause 5.

“Parcel” in relation to the Mall, means one of the individual units of retail/shoplots comprised therein, which is held under separate strata title upon its issuance.

“Parties” and/or “Party” means the Landlord and/or the Master Tenant.

“Rent Commencement Date” means the date as specified at Section 5(d) of the First Schedule on which the Monthly Rental for the Tenancy shall commence.

“Rules and Regulations” mean those directions, rules and regulations issued, determined or drawn up by the Landlord and/or the Joint Management Body or the Management Corporation as the case may be from time to time.

“Security Deposit” means the sum specified in Section 7 of First Schedule and deposited by the Master Tenant with the Landlord pursuant to Clause 6.

“Tenancy” means the tenancy hereby created and granted by the Landlord and accepted by the Master Tenant upon the terms and conditions herein this Agreement contained.

“Tenancy Commencement Date” means the date of commencement of the Tenancy and specified in Section 5 (c) of the First Schedule.

“Tenancy Expiry Date” means the date of expiry of the Term and specified in Section 5 (e) of the First Schedule.

INTERPRETATION

Where the Landlord and Master Tenant for the time being are two or more persons obligations expressed or implied to be made by or with such party are deemed to be made by or with such persons jointly and severally.

References to the “Demised Premises” in the absence of any provision to the contrary include any part of the Demised Premises.

Any covenant by the Master Tenant not to do an act or thing shall be deemed to include an obligation not to permit or suffer such act or thing to be done by another person.

For the purpose of calculating any period of time stipulated herein, or when an act is required to be done within a specifies period after or from a specified date, the period is inclusive of the time begins to run from the date so specified.

Where any approval or consent is required to be obtained under this Agreement, such approval or consent shall be deemed to be a written approval or consent.

Words applicable to natural persons shall include any body of persons, company, corporation, firm or partnership incorporated or unincorporated and vice versa.

Words importing the masculine gender shall include the feminine and neuter genders and vice versa.

Words importing the singular number shall include the plural number and vice versa.

Any references to a specific statute include any statutory extension or modification amendment or re-enactment of such statute and any regulations or orders made under such statute and any general reference to ‘statute’ or ‘statutes’ includes any regulations or orders made under such statute or statutes.

References in this Agreement to any clause sub-clause or schedule without further designation shall be construed as a reference to the clause sub-clause or schedule in this Agreement so numbered.

Any right or power exercisable by the Manager at its discretion or any determination to be made by the Manager under this Agreement may be so exercised or made without assigning any reasons therefor and shall be binding on the Tenant.

The headings to the Clauses of this Agreement are for convenience of reference only and shall not be taken into account in its construction or interpretation thereof.

The Schedules to this Agreement shall be taken, read and construed as an essential part of this Agreement.

AGREEMENT FOR TENANCY

The Landlord hereby lets and the Tenant hereby takes a Tenancy of the Demised Premises described in Section 4 of the First Schedule for a term as stated in Clause 4 herein below and at a Monthly Rental as stated in Section 6 of the First Schedule subject to the terms and conditions hereinafter contained.

4. DURATION OF TERM

The duration for this Tenancy is for the Term as stated in Section 5(a) of the First Schedule and shall commence on the Tenancy Commencement Date as stated in Section 5(c) of the First Schedule and expiring on the Tenancy Expiry Date stated in Section 5(e) of the First Schedule.

MONTHLY RENTAL

The Master Tenant shall pay to the Landlord without any deduction the Monthly Rental for the Demised Premises as stated in Section 6 of the First Schedule monthly in advance with effect from the Rent Commencement Date and thereafter monthly in advance within the first eight (8) days of each and every succeeding month.

6 SECURITY DEPOSITS

6.1 Security Deposit

The tenant shall pay to the Landlord a sum as stated in Section 7 of the First Schedule (hereinafter referred to as the “Security Deposit”) equivalent to three (3) months’ Rent as security for the due observance and performance by the Tenant of all the terms conditions stipulations and covenants on the part of the Tenant to be observed and performed herein upon the execution of this Agreement.

6.2 Refund of Deposits

The Security Deposit subject to the right of the Landlord to increase hereof, shall be maintained at the relevant amount during the Term and shall not without the previous consent in writing of the Landlord be deemed to be or treated as payment towards Monthly Rental or other charges and the same shall be refunded to the Master Tenant free of interest upon the expiration or sooner determination of this Tenancy or the renewed tenancy as the case may be, less such sum or sums as may then be due to the Landlord under this Agreement but without prejudice to any other claims which the Landlord may have against the Master Tenant under the terms of this Agreement.

7. MASTER TENANT’S COVENANTS

The Master Tenant covenants with the Landlord to comply with all those covenants provided under this Clause 7.

7.1 Master Tenant’s Affirmative Covenants

The Master Tenant hereby expressly covenants and undertakes with the Landlord as follows:-

7.1.1 Payment of Monthly Rental, Security Deposit and other charges.

To pay punctually the Monthly Rental, Security Deposit and any other charges at the time and in the manner hereinabove agreed.

7.1.2 Upkeep and Maintenance

To keep and maintain at all times at the Master Tenant’s and/or the Master Tenant’s Related Parties own cost and expense the interior of the Demised Premises including the flooring interior plaster and other surface material on walls and ceilings, windows, shop fronts, shutters, locks, fastenings, window glass, glass shutters, wood and iron works therein, electrical wiring and other fixtures and fittings being the property of the Landlord, including the Air Handling Unit, Air Conditioning Fan Coil Unit, water closets, lavatories and conveniences of which the Master Tenant has the exclusive use and the surrounding compound of the Demised Premises in good and tenantable repair and condition (fair wear and tear and damage by fire storm tempest riot and any other causes beyond the Master Tenant’s and/or the Master Tenant’s Related Parties control excepted, save in the case of fire where the insurance monies are irrecoverable in consequence of the act or default of the Master Tenant and/or the Master Tenant’s Related Parties) to the satisfaction of the Landlord.

To be solely responsible to bear the costs of any modifications, improvements, fit out works, maintenance work or repairs to the Demised Premises due to fair wear and tear. For avoidance of doubt, the Landlord shall bear the costs and expenses to repairs and make good of any defect in the Demised Premises upon handling over of vacant possession to the Master Tenant prior to Tenancy Commencement Date.

To observe and conform with the Rules and Regulations affecting the Tenancy of the Demised Premises.

Statutory notice etc

To give full particulars of any notice, order or direction issued by Appropriate Authorities by virtue of any law, by-law or regulation affecting the Tenancy of the Demised Premises to the Landlord within fourteen (14) days upon receipt of such notice, order or direction.

Compliance with statutory provisions and directives

To comply with all written laws, by-laws, rules and regulations and directives of the Appropriate Authority (whether or not having the force of law) affecting the Demised Premises or for the health, safety and welfare of persons employed to work in the Demised Premises which are now in force or which may hereafter be enacted or issued.

Compliance with rules and regulations affecting the Shopping Mall

To observe and conform to and cause the respective agents and employees of the Tenant to observe and conform to or conduct themselves so as to accord with the rules, regulations and instructions as may now and from time to time hereafter be prescribed by the Landlord for the proper management of the Shopping Mall and without prejudice to the generality of the foregoing ensure that all such agents and employees of the Master Tenant do not enter upon any part of the Shopping Mall other than the Demised Premises and the common entrance and all hall ways leading thereto or to washrooms or toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and/or other tenants of the Shopping Mall and their employees.

Indemnity

To indemnity and keep the Landlord indemnified against any damage howsoever caused or occasioned to the Demised Premises or any other part of the Shopping Mall or to any adjacent or neighbouring premises or to any person or effect caused by or arising out of any act default omission or negligence of the Master Tenant or its agents, servants, invitees, independent contractors or other persons claiming through or under the Master Tenant including but not limited to any use, misuse, waste, abuse, overflow or leakage of water originating in, from or within the Demised Premises, gas or electricity or faulty fittings and fixtures.

Yield up

At the expiration of sooner determination of this Tenancy to peaceably surrender and yield up to the Landlord the Demised Premises in good and substantial repair and condition in accordance with the foregoing covenants.

Cost of Modification etc

The Master Tenant shall be solely responsible to bear the costs of any modifications, improvements, fit-out works, maintenance work or repairs to the Premises due to fair wear and tear.

Tenant’s Negative Covenants

The Master Tenant hereby expressly covenants and undertakes with the Landlord as follows:-

7.2.1 Prohibited Use

Not to use or cause or permit to be used in the Demised Premises or any part thereof for any illegal, unlawful, immoral purposes or for any other purpose which may adversely affect the interest or image of the Landlord and/or the Management of the Mall and/or the reputation of the Mall as a quality shopping mall and not to do or permit to be done any act or thing which may be or become a nuisance or annoyance or in any way interfere with the quiet occupation and comfort of the Landlord, the Management and/or any of the other Tenants, occupiers or owners of the Shopping Mall and other parts of the Premises, including without limitation to the following trades or businesses:-

any trade or business which involves gambling in any form;

a place for public or private auction;

as a storage, warehouse, laboratory or workshop;

any massage parlour provided with the prior consent of the Landlord;

a place for funeral or religious services of any nature whatsoever or any trade business relating to funeral or religious matter;

any trade or business or the setting up of the places of worship and prayer in respect of any cult, religion or beliefs;

any trade or business which involves unlawful or illicit drugs or any other drugs without the relevant licence therefore;

any trade or business which emit, accumulate and disseminate any unpleasant odour or which accumulate dirt or cause nuisance to the general public and the neighbouring Tenants, occupiers or owners;

any trade or business which involves the supernatural and occult practices;

any trade or business dealing with substances and chemicals of an explosive and dangerous character and their by-products; and/or

any trade or business which infringes or violates the trademarks, copyrights, patents or any intellectual proprietary rights of any third party(ies).

Sub-letting

To use its best endeavor to source for the prospective sub-tenants to occupy the Demised Premises soonest possible.

To impose and include in the tenancy agreement to be entered into by the Master Tenant with its prospective sub-tenants the terms and conditions which require its sub-tenants to apply for, obtain and maintain at their own costs and expenses the necessary permits/licenses and other approvals as may be required by the Appropriate Authorities for the operation of businesses at the Demised Premises.

COVENANTS BY THE LANDLORD WITH MASTER TENANT

The Landlord hereby covenants and undertakes with the Master Tenant as follows:-

8.1 Representations and Warranties

The Landlord(s) is/are the registered and/or beneficial owner(s) of the Demised Premises, as the case maybe. In the event the Demised Premises has other registered and/or beneficial owners unknown to the Landlord for whatever reasons, then the Landlord shall fully indemnify the Master Tenant and hold him harmless in the event of the Master Tenant being sued by the co-owners of the Demised Premises.

In the event that the Landlord is only one of more registered and/or beneficial owners of the Demised Premises, the Landlord shall obtain the express consent in writing and/or authority from all the other registered and/or beneficial owners to act on their behalf, to negotiate and to enter into this Agreement with the Master Tenant.

The Landlord will not contravene any law nor breach any contractual obligation on the Landlord’s part whatsoever by entering into this Agreement and that no winding up proceedings have been commenced and/or are threatened or pending against the Landlord as at the date hereof.

8.2 Quiet Enjoyment

The Landlord shall permit the Master Tenant to quietly enjoy the Demised Parcel during the Term hereby created without any interruption by the Landlord or any person claiming under or in trust for the Landlord provided the Tenant punctually pays the Monthly Rental hereby reserved and other charges levied in the manner aforesaid and observes and performs all the agreements covenants and stipulations on the part of the Master Tenant to be observed and performed as herein provided.

Outgoings

The Landlord shall all maintenance charges, quit rent, rates, taxes and assessment from time to time in respect of the Demised Premises including any increase in the same and any penalty charges as may be imposed by the Appropriate Authorities.

8.4 Upkeep of Common Parts and Provisions of Services

The Landlord will in consideration of the payment of the Monthly Rental;

To insure and keep insured all times during the Duration of Term or the Further Term, as the case may be, the Demised Premises against loss, destruction or damage by fire and to make all payments necessary for that purpose;

To ensure that all lifts, escalators, air-conditioning and other plant and equipment located and installed in the Mall are in good working/tenantable condition throughout the Duration of Term. For this purpose, the Management of the Mall shall maintain, repair and/or replace, any lift, escalator, air-conditioning and other plant and equipment installed in the Mall at its own cost and expense.

9 TENANT’S DEFAULT

If the Monthly Rental hereby reserved or any part thereof shall at any time be unpaid for fourteen (14) days after the same shall have become due (whether formally demanded for or not) or if any covenant on the Master Tenant’s part herein contained shall not be performed or observed then and in any such case it shall be lawful for the Landlord at any time thereafter to serve a notice of forfeiture upon the Master Tenant pursuant to Section 235 of the National Land Code and for the purposes of determining the period within which the Master Tenant is to remedy any breach which is the subject matter of the forfeiture notice, it is hereby mutually agreed that a reasonable time of fourteen (14) days be allowed and where the breach complained of is not remedied within the said period as specified in the forfeiture notice it shall be lawful for the Landlord at any time thereafter to re-enter upon and take possession of the Demised Parcel or any part thereof in the name of the whole and thereupon the tenancy shall absolutely determine but without prejudice to the right of action of the Landlord in respect of any antecedent breach of the conditions on the part of the Master Tenant herein contained.

10 INTEREST ON LATE PAYMENT

If the Monthly Rental and/or any other charges or any other monies payable by the Master Tenant to the Landlord hereunder shall at anytime remain unpaid after the same shall have become due (whether formal or legal demand therefor shall have been made or not) then the Master Tenant shall pay to the Landlord an agreed interest at the rate of as stated in Section 6 of the First Schedule calculated on daily rest basis on the amount remaining due and unpaid calculated from the due date until such monies are paid or recovered in full by the Landlord as the case may be.

11 DAMAGE TO DEMISED PREMISES

In the event the Demised Premises or any part thereof should at any time during the tenancy hereby created be destroyed or damage by fire, explosion or any other cause so as to be unfit for occupation or use, then and in every such case (unless from some cause or default of the Master Tenant and/or Sub-Tenant in consequence whereof payment insurance shall be refused) no rent shall be payable hereunder by the Master Tenant in respect of any period whilst the Demised Premises shall be unfit for occupation or use by reason of such destruction or damage, until the Demised Premises shall again be rendered fit for occupation or use.

12 PARKING ARRANGEMENTS

The Parties hereto agree that the Car Park is owned and operated by a 3rd party car park operator whom is a friendly party to the Landlord and that the Landlord shall have no rights whatsoever to provide and reserve any car parking bays for the use of the Master Tenant and/or the Master Tenant’s Related Parties notwithstanding that the Landlord hereby agrees that the Landlord shall provide its assistance to the Master Tenant to liaise/negotiate with the Car Park owner and operator on the rates of rental of the car parking bays in the Car Park.

13 SEVERABILITY

If any provision hereof is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof and the remaining provisions shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance therefrom. In lieu of such illegal in valid or unenforceable provision there shall be added automatically as part hereof a provision, as similar in terms to such illegal invalid or unenforceable provision as may be possible that is legal, valid and enforceable so as to give effect to the intent of the parties hereunder.

14 FIT OUT WORKS

The Master Tenant shall have the sole discretion to determine the fit out works to be undertaken by the Master Tenant’s sub-tenants provided always that the Master Tenant or the Master Tenant’s sub-tenants shall have obtained prior approval from the Landlord, the Management of the Mall and/or the Appropriate Authorities on the said fit out works.

The Master Tenant covenants and agrees that pursuant to Clause 14 (a) herein above, the Master Tenant shall redeliver vacant possession of the Demised Premises to the Landlord upon expiration or sooner determination of the Tenancy herein created in good tenantable repair and/or to its original state unless confirmed by the Landlord in writing the Master Tenant may not be required to restore the Demised Premises back to its original state.

DISPOSAL OF DEMISED PREMISES SUBJECT TO TENANCY

In any event the Landlord wishes to sell the Demised Premises during the Duration of Term, the Landlord covenants and agrees to first make an offer in writing to the Master Tenant (“Offer”) to purchase the Demised Premises upon the terms and conditions to be mutually agreed upon and shall give to the Master Tenant the first right of refusal to decline the Offer. If the Offer by the Landlord is declined by the Master Tenant within twenty one (21) days from the date of the said Offer, the Landlord shall then have the full rights at its sole discretion to offer to sell the said Demised Premises to any third party purchaser upon the terms and conditions which shall not be more favorable than the Offer made to the Master Tenant.

That any sale of the Demised Premises by the Landlord shall be subject to the Tenancy created herein, and the Landlord shall ensure that the third party purchaser shall accept the covenant to be bound by the terms and conditions of this Agreement as if they were the original Landlord.

If the Landlord sells the Demised Premises to a third party purchaser:-

After the Master Tenant declined the Offer, the Landlord hereby covenants and agrees that the Landlord shall enter and cause the said third party purchaser to enter into a novation agreement in respect of the this Tenancy hereby created with the Master Tenant based on the same terms and conditions of this Tenancy herein created between the Landlord and the Master Tenant or such other terms as may be agreed by the Master Tenant in writing; or

After the Master Tenant accepted the Offer, the Landlord shall be in breach of the terms and conditions for the disposal of the Demised Premises and in such default the parties hereby agree that monetary compensation is not sufficient for the Master Tenant and the Master Tenant is entitled in law and in equity to an injunctive reliefs to prevent or rescind the sale of the Demised Premises to the third party purchaser.

RENEWAL OF TENANCY

It is hereby agreed by the Parties that the Tenancy granted hereunder shall automatically be renewed for such Further Terms as stated in Section 9(b) of the First Schedule at such revised Monthly Rental as stipulated in Section 9(c) of the First Schedule on the same terms and conditions or such other terms and conditions to be mutually agreed by the Parties provided that there shall be no default by the Master Tenant of the covenants and terms on the part of the Tenant hereinafter contained.
Notwithstanding Clause 16 (a) above, either party may decide to revoke the automatic renewal clause by giving the other party six (6) months’ notice in advance.

NOTICE

Any notices required to be served hereunder shall be sufficiently served on the Landlord if addressed to the Landlord and left at or forwarded by registered post to the address hereinbefore given or such other address as notified in writing by the Landlord and in the case of the Master Tenant if addressed to the Master Tenant and left at or forwarded by registered post to the Demised Premises or the Master Tenant’s last known registered office or last known place of business or by telex or facsimile. Any notice sent by post shall be deemed to delivered and received two (2) days after it is posted and if delivered by hand on the day it was delivered or if telex or facsimile, twenty four (24) hours after despatch to the correct telex or facsimile number of the addressee.

Any service of legal process to the Master Tenant may be effected by prepaid registered post sent to the Master Tenant’s address hereinbefore given or such other address as notified in writing by the Master Tenant and shall be deemed to have been duly served two (2) days after it is posted and if delivered by hand, on the day it was delivered.

The Master Tenant shall notify the Landlord in the event of any change in its address, telex or facsimile number.

18 COSTS AND EXPENSES

All stamp duties registration fees, solicitor’s costs and other expenses incidental to this Agreement in connection with the preparation execution and registration of this Agreement shall be borne and paid by the Landlord and the Master Tenant equally.

ADVERTISEMENT AND SIGN

The Master Tenant is entitled to advertise and/or promote the Demised Premises and/or the Mall in such manner and at such frequency, as the Master Tenant shall in its absolute discretion deem appropriate and/or fit. For the avoidance of doubt, the Master Tenant is entitled to employ such marketing personnel and/or advertisement strategies as the Master Tenant deems fit provided that the Master Tenant shall first inform the Landlord or the Management of the Mall.

Subject to written consent of the Management of the Mall and approval by Appropriate Authority, the Master Tenant shall be entitled to affix, paint or otherwise exhibit on the Mall or any part thereof any name, writing, notice, sign, illuminated sign, display of lights, placard, poster, sticker or advertisement or other thing whatsoever or any iron or other work whether permanent or temporary which it is desirable for the promotion and/or advertisement of the Mall or any part thereof.

The Master Tenant agrees that all such Advertisements or Signs shall be subject to the approval of the Appropriate Authorities as the case may be and that the Master Tenant and/or the Master Tenant’s Related Parties shall take full responsibility and all necessary actions to ensure compliance of any law/by-law/rules and regulations/guidelines as may be imposed/decreed by the Appropriate Authorities in regards to certain Advertisement and Signage.

NAME OF THE MALL

The Master Tenant shall have the right at all times to change the name by which the Mall is known in such manner as it deems fit subject to the approval of the Appropriate Authorities and provided always that the name “[Insert Mall name]” shall at all times be retained as part of the Mall’s name. In the event the approval of the Appropriate Authorities is/are required for the change of name of the Mall, the Landlord shall exercise its best endeavor to assist the Master Tenant in the change of the Mall’s name.

USE OF ACCESSORY PARCELS AND COMMON AREAS

Notwithstanding anything to the contrary herein contained, the Master Tenant shall have the absolute right at all times during the duration of term of this Agreement to use or permit any of the Master Tenant’s Related Parties to use any part of the Accessory Parcels accessorized to the Demised Premises and/or to erect and remove any booths, kiosks or other temporary and impermanent structures whatsoever thereof for the purpose of carrying on any trade or business or holding any exhibition, display of merchandise, parades, demonstrations or other functions whatsoever, either alone or jointly, for such consideration and upon such terms and conditions as the Master Tenant shall in their absolute discretion deem fit and the rents, fees, share of profits/proceeds and/or other forms of consideration payable for such use or derived therefrom shall belong absolutely to the Master Tenant and may be disposed of as they may in their absolute discretion think fit, and the Master Tenant shall be responsible for the maintenance of the Accessory Parcels.

The Master Tenant shall throughout the duration of term of this Agreement, with prior consent of the Management of the Mall, to use or permit any of the Master Tenant’s Related Parties to use any part of the Common Area as permitted by the Management of the Mall with or without fee or charge for a specified duration, and/or to erect and remove any booths, kiosks or other temporary and impermanent structures whatsoever thereof for the purpose of carrying on any trade or business or holding any exhibition, display of merchandise, parades, demonstrations or other functions whatsoever, either alone or jointly, for such consideration and upon such terms and conditions as the Master Tenant shall in their absolute discretion deem fit and the rents, fees, share of profits/proceeds and/or other forms of consideration payable for such use or derived therefrom shall belong absolutely to the Master Tenant and maybe be disposed of as they may in their absolute discretion think fit. Nothing herein contained shall be construed as implying that the Master Tenant shall be responsible for the maintenance of the Common Areas which shall at all times be remained as the responsibility of the Management of the Mall.

NO WAIVER

Knowledge or acquiescence by either party hereto of or any breach of any of the terms, conditions or covenants herein contained or any indulgence granted by either party shall not operate as or be deemed to be a waiver of such terms, conditions or covenants or any of them and notwithstanding such knowledge, acquiescence or indulgence, each party hereto shall be entitled to exercise their respective rights under this Agreement and to require strict performance by the other of the terms, conditions and covenants herein.

TIME IS OF THE ESSENCE OF THE CONTRACT

Time wherever mentioned shall be of the essence of this Agreement.

SUCCESSORS BOUND

This Agreement shall be binding upon the successors in title, heirs, assigns, personal representatives and successors-in-title and permitted assigns of the Landlord, Master Tenant and the Management of the Mall.

ASSIGNMENT AND SUBLETTING

The Landlord shall be free to assign any of their respective rights, interest and benefits under this Agreement without the prior written consent of the Master Tenant, provided that the Landlord shall enter and cause the said third party purchaser to take the Demised Premises subject to this Tenancy and enter into a novation agreement in respect of this Tenancy hereby created with the Master Tenant based on the same terms and conditions of this Tenancy herein created between the Landlord and the Master Tenant or such other terms as may be agreed by the Master Tenant in writing.

The Master Tenant shall be entitled at its sole and absolute discretion to sub-let the Demised Premises to any third party on such terms and conditions as it deems fit.

CONFIDENTIALITY

The Parties shall keep confidential information in respect of or in connection with this Agreement and the Tenancy of the Demised Premises and all correspondence or communication between the Parties in connection with the Demised Premises unless the disclosure is required by law or made with the prior written consent of the other Party.

RIGHTS OF THIRD PARTIES

A person who is not a party to this Agreement has no rights under the [Insert relevant statute] or any statutory modification or re-enactment thereof for the time being in force to enforce any term of this Agreement.

NO RELATIONSHIP OR PARTNERSHIP

Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party as creating the relationship of partnership or principal and agent or of joint venture between the parties hereto and it being understood and agreed that neither the method of computation of Rent nor any other provision contained herein nor any acts of the parties hereto shall be deemed to create any relationship of the Landlord and Master Tenant other than upon the terms and conditions as provided in this Agreement.

SPECIAL CONDITIONS

The Special Conditions (if any) in the Second Schedule shall be taken read and construed as an essential part of this Agreement. In the event of any conflict between the provisions of this Agreement and the Special Conditions stated in the Second Schedule the Special Conditions shall prevail.

FORCE MAJEURE

The Landlord shall not be liable to the Master Tenant for any failure to fulfil any of its obligations or terms under this Agreement if such fulfilment is delayed, hindered or prevented by force majeure including but not limited to act of God, strikes, lockouts, riots, civil commotion, enemy, war, loss or damage by fire, flood, tempest, storm, inclement weather, earthquake, lighting, shortage of building materials or labour or the delay by or the default on the part of any. Appropriate Authority or other circumstances of whatsoever nature beyond the control of the Landlord.

32 GOVERNING LAW

This Agreement and the rights and obligations of the Parties under this Agreement shall be governed by and construed in accordance with the laws for the time being in force in [Insert relevant country].

Each Party submits, unconditionally and exclusively, to the jurisdiction of the High Court of [Insert relevant country] (and all subordinate courts to the High Court) and irrevocably waives and objection it may now or hereafter have that any action or proceeding has been brought in an inconvenient or inappropriate forum, if such action or proceeding has been brought in [Insert relevant country].

[THIS SPACE IS INTTENTIONALLY LEFT BLANK]

The Tenancy Agreement is duly executed by the Landlord and the Tenant on the day and year first above written.

Signed by the Landlord:- Signed by the Master Tenant:-

FIRST SCHEDULE

1.	Date
2.	Name and description of Landlord
3.	Name and description of Master Tenant	[Insert proprietor’s name and company no] a company incorporated in Malaysia and having its registered office at [Insert address] with its place of business and correspondence at [Insert address]
4.	(a) Description of Demised Premises (b) Floor Area
5.	(a) Duration of Term	[Insert preferred duration]
	(b) Renovation Period	[Insert date] to [Insert date] shall be rent free (from Handover date [Insert date])
	(c) Tenancy Commencement Date	[Insert date]
	(d) Rent Commencement Date	[Insert date]
	(e) Tenancy Expiry Date	[Insert date]
6	Monthly Rental	The Monthly Rental payable and the term shall commence from the Rent Commencement Date for the Duration of Term shall be calculated based on the Floor Area at the rate per square feet as follow:- Term Floor Area Rental per square foot Monthly Rental Year 1 RM [Insert price] Year 2 RM [Insert price] Year 3 RM [Insert price] All Monthly Rental shall be paid by the Master Tenant on or before the eight (8) day of each and every calendar month of the Duration of Term or Further Terms commencing from the Rent Commencement Date. In the event of late payment, the Master Tenant agrees that a late payment interest at the rate of eight per centum (8%) per annum calculated on daily rest basis on the amount remaining due and unpaid calculated from the due date until such monies are paid or recovered in full by the Landlord as the case may be.
7	Security Deposit	(Three (3) months Monthly Rental based on the Monthly Rental of the 3^rd Year of the Term or Further Terms as the case maybe. The Master Tenants shall top up the difference of the Security Deposit within seven (7) days prior to the commencement of the Further Term.)
9	Irrevocable Option to Renew the Tenancy for Further Terms (“Further Terms”) (a) Option Period:	The option to renew this Tenancy for the Further Term is subject to Clause 16
	(b) Further Term:	(i) First Further Term – Three (3) years; (ii) Second Further Term – Three (3) years
	(c) Revised Monthly Rental:	The revised monthly rental for the Further Term at the same floor area as mentioned above shall be as follows:- (A) First Further Term: (i) 1^st Year: [Insert price] per square foot (ii) 2^nd Year: [Insert price] per square foot (iii) 3^rd Year: [Insert price]per square foot (B) Second Further Term: (i) 1^st Year: [Insert price] per square foot (ii) 2^nd Year: [Insert price] per square foot (iii) 3^rd Year: [Insert price]per Square foot

SECOND SCHEDULE

SPECIAL TERMS AND CONDITIONS

This Tenancy is a fixed term tenancy. If there is any early termination by either party, the party who terminates has to pay to the other party all rents for the remaining unexpired terms of this Tenancy.

ANNEXURE A

Floor Plan of the Mall indicating the location of the Demised Premises

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