BETWEEN :
AND :
WHEREAS
a) The Developer is the registered and beneficial owner of [insert name of Property].
b) The Developer is desirous of appointing [Insert Name] Contractor to construct and complete a Proposed Development known as [Insert Name of Project and details] (hereinafter referred to as “the Project”).
WHEREBY IT IS AGREED as follows:
1. Issuance of Letter of Award
The Developer shall within seven (7) days of acceptance by both parties of the terms and conditions as mutual agreed issue a Letter of Award of the Project to the Contractor.
2. Advance Payment
The Contractor will advance a sum of [Amount] by way of cash bankers cheque to the Developer upon signing of this Agreement and this amount will be returned to the Contractor before the end of December 1996.
3. Intent
The intent of the Developer is to exclusively assign the rights to a design/build contractor of the Development on the basis of the following:
(a) Cost plus basis the percentage to be mutually agreed in the final contract (Actual completion cost – Agreed Percentage).
4. Execution of a Formal Contract
The Developer shall within Thirty (30) days of the date of the Letter of Award Execute a Formal Irrevocable Building Contract with Contractor and upon such execution the Contractor shall forthwith commence the construction works in respect of the Project or as mutually agreed.
5. Responsibilities of the respective parties
The respective duties and responsibilities of the parties hereto in relation to the Project include but not limited to the following:
(a) The Developer shall be responsible for the following:
(i) Taking all requisite action at the Developer’s own cost to obtain the Developer Order and Building Approval for the Project;
(ii) Paying all fees and expenses imposed and or required by the relevant authorities in relation to the Project;
(iii) Paying all consultant fees and other reasonable expenses incurred in preparation of the Schematic and Detailed Design of the project
(b) Obtaining the following requisite loan facilities:
(i) For the Sales & Purchase of the land for development of the project;
(ii) For the incurred in building and development of the project;
(iii) For all fees and expenses imposed and/or required by the relevant authorities in relation to the project.
(c) The Contractor shall be responsible for the following:
(i) Preparation of Supplemental Drawings for the Project which might be required during construction.
(ii) Submitting a contract price based on the Detailed Design.
(iii) Construction and completion of the project.
(iv) Review and co-ordination of the project with the Developer’s team.
6. Termination
The term of this Memorandum shall become effective upon the execution by the parties hereto and shall continue in effect until the earliest of the following events:-
(b) the parties hereto mutually agree not to proceed with the Project or any part thereof;
(c) any party hereto failing to make good a breach of any provision herein contained within fourteen (14) days of a notice to remedy the breach.
In the event a Building Contract is not awarded to or terminated the Contractor for a reason other than a breach by the Contractor of any term or condition hereunder, the Developer shall forthwith reimburse the Contractor for all expenses incurred to date, including the liquidated and ascertained damage.
In the event the Contractor breaches any term or condition thereunder Contractor shall further pay the Developer ascertained damages.
7. Confidentiality
The parties hereto acknowledge that all information given by any of them pursuant to this Memorandum are confidential and the parties hereto mutually covenant with each other to keep confidential such information and shall ensure that the information will not be disclosed or divulged to any third parties except with the mutual agreement of the parties hereto.
8. Exclusivity
Upon the execution hereof, the Developer hereby undertakes the Contractor that it shall not for the duration of this Memorandum, enter into another memorandum agreement or whatsoever with any other party in respect of the Project.
9. Assignment
This Memorandum is personal to the parties hereto and shall not be assigned without the prior written mutual approval of the parties hereto.
10. Legal Costs & Stamp Duties
Notwithstanding anything hereinstated each party shall pay their respective solicitors’ costs for all the matters referred to herein and the Contractor shall bear all stamp duties for this Agreement, transfer of the equity and the Formal Building Contract.
11. Notices
Any notice request or demand required to be served by any party hereto under the provisions of the Memorandum shall be in writing and be deemed to be sufficiently served if delivered by hand or sent by registered post or facsimile at the following addresses for service:-
(a) [Insert Company Name and Company Number]
[Insert Service Address]
(b) [Insert Company Name and Company Number]
[Insert Service Address]
and any notice so sent by registered post shall be deemed to have been received by facsimile shall be deemed to have been served on the same day if the same is working day, and, if not, on the next working day.
FOR : [Name] SDN BHD (Co. No.) FOR : [Name] (Co. No.)
Name : Name :
Position : Position :
Signature : Signature :
Witness
Name : Name :
Position : Position :
Signature: Signature :
