TRADEMARK LICENSING AND BUSINESS AGREEMENT

BETWEEN

XXXXXXXXXXXXXXXX

LLP No : XXXXXXXXXXXXXXX

(“LICENSOR”)

AND

XXXXXXXXXXXXXXXX

REG. NO.: XXXXXXXXXXXXX

(“LICENSEE”)

Prepared by :-

TRADEMARK2U SDN BHD (670910-M)

REGISTERED TRADEMARK, INDUSTRIAL DESIGN, PATENT AGENTS
NO. 1, BLOCK C, JALAN DATARAN SD1, DATARAN SD1,
BANDAR SRI DAMANSARA,
52200 KUALA LUMPUR, MALAYSIA.
TEL: (603) 62745352 / 62731008 WWW.TRADEMARK2U.COM
This agreement is made on the day of 2019, between the following parties:

LICENSOR

(xxxxxxXxx)

LICENSOR, Whose registered address at,

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX. (hereinafter referred to as
“the Licensor”)

AND

LICENSEE.

(COMPANY REG. NO.: XXXXXXX) Licensee; whose registered address at

XXXXXXXXXXXXX (hereinafter referred to as “the Licensee”)

Recitals

(A) The Licensor is the registered proprietor and/or owner and/or proprietor and/or
legal and beneficial owner of the Malaysian trade mark, particulars of which are
contained in the Schedule A ("the "Trade
Mark") to this Trade Mark Licensing and Business Agreement (“the
Agreement”).

(B) The Licensee is a company incorporated under Malaysian Law and has its
registered address at

(C) With effect from 2019 ("Effective Date"), the Licensor is

desirous to grant and the Licensee is desirous to obtain the right to use the
Trade Mark in relation to all goods/services in respect of which the
Trade Mark is registered or will be registered ("the Goods/Services") upon the
terms and conditions hereinafter contained and not otherwise.

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WHEREAS :

1.1 In consideration of the said Agreement, the Licensee, upon execution of

this agreement, has agreed to pay the Licensor and upon the undertakings
set forth herein, and the Licensor, hereby authorises the Licensee to use
the Trade Mark in relation to the Goods/Services in accordance with the
specifications laid down, directions given and information, as stated here
in:

i) Trade Mark Licensing Fees for a 2 year period -RM XXX

ii) Training costs - RM XXXX
iii) Kitchen / Bar Machinery and equipment - RM XXX
iv) Computer/Printer/Software - RM XXX
v) Stock Intake Deposit - RM XXX
vi) Take away items - RM XXX

The total amount of RM XXXXXX (Ringgit XXXXXXXX) is to be paid upon

execution of this Agreement.
1.2 In addition to the above undertakings, the Licensee has agreed to pay the
Licensor twice a week, with the first payment paid on or before the 22nd
calendar day of the current calendar month and the next payment on or
before the 7th calendar day of the next calendar month the amount of RM
XXXXXX (Ringgit Malaysia Twenty Thousand) being for the Stock Intake
from the Licensor.
1.3 In addition, the Licensee has agreed to pay the Licensor monthly, on or
before the 7th calendar day of the calendar month, starting from the launch
date of the premise, an amount of RM XXXXX (Ringgit Malaysia
XXXXXXX) being the advertising commitment to be paid to XXXXXXXX
(XXXXXXX).
1.4 The monthly commitment as stated under 1.2 and 1.3 may vary from time
to time as stated below:
i) The Stock Intake is to be increased to RM XXXXX (Ringgit
Malaysia XXXXXXX) in the next month upon the Licensee recording
a gross sale of RM XXXXX (Ringgit Malaysia XXXXXXX);
ii) The Stock Intake amount may vary as according to the market
prices of the raw materials;
iii) The Advertising monthly commitment, which may be revised every
6 months, may increase to a maximum of RM XXXXXX (Ringgit
Malaysia XXXXXX), with a minimum as stated in 1.3.

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1.5 In addition to the above commitments, the Licensee has agreed to pay an
annual fee of which payment is to be paid on or before the 7th calendar
day of the next calendar year for, as stated herein:

i) Point-of-Sale System and Application

ii) Central Kitchen Ordering System

RM XXX(Ringgit Malaysia XXXX) only to be paid to XXXXXXXX to

XXXXX Bank Account No. XXXXXX, which is to be paid upon
execution of this agreement.

iii) Food and Beverage Software

RM XXXXXX (Ringgit Malaysia XXXXXXX) only to be paid to

XXXXXXX. to XXXXXXX Account No. XXXXXXX

1.6 Licensee agrees to pay the Licensor a royalty of 6% (Six Percent) (“the
“Royalty”) on or before the 7th calendar day of each month based on
Licensee’s Net Sales of Licensed Goods / Services accruing upon the sale
of the Licensed Goods/Services (i.e., when the Licensed Product is billed,
invoiced, shipped, or paid for, whichever is first regardless of the time of
collection by Licensee), with late payments incurring interest at the rate of
TWO PERCENT (2%) per month from the date such payments were
originally due. The Licensee to remit such payment into the account of
XXXXXXX (XXXXXXXX)

"Net Sales" shall mean LICENSEE's gross sales (the gross invoice
amount billed customers) of Licensed Products, less discounts and
allowances actually shown on the invoice and less any bona fide returns.
No other costs incurred in the manufacturing, selling, advertising, and
distribution of the Licensed Products or any uncollectible accounts or
allowances shall be deducted.

1.7 The Stock Intake Deposit, half of the amount be paid on or before the 22nd
calendar day and the rest of the amount shall be paid on or before the 7th
calendar day of the next calendar month.

1.8 The Licensor shall inform the Licensee in writing of such specifications,
directions and information at the commencement of this Agreement and of
any modifications as they may occur.

1.9 The tenure of this Agreement is 2 ( two) years commencing from the date
of the execution of this Agreement subject to Clauses 1.10 and 6.1
herein below.

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 1.10 Option for Renewal

Three (3) months written notice in advance by either party before the
expiry date for a further term of Two (2) Years and subject to new terms
and conditions to be mutually agreed upon by all parties.

1.11 The authority hereby granted shall be non-exclusive in Malaysia. It is

understood and agreed that this license shall pertain only to the Trade
Mark and the Licensed Products and does not extend to any other mark,
product or service.

2 Obligations

2.1 The Licensee acknowledges that such conformity is of the utmost

importance to the successful provision of the Goods/Services and the
protection of the goods attaching to the Trade Mark.

2.2 The Licensee undertakes to:

(i) use the Trade Mark only in relation to the Goods/Services in

accordance with the specifications, directions and information
supplied in writing by the Licensor to the Licensee from time to time;

(ii) permit the Licensor and/or its authorised representative at all

reasonable times to enter the Licensee's premises where the
Goods/Services are manufactured, prepared, packaged, marketed
and/or distributed for the purpose of inspecting the provision of the
Goods/Services such that the Licensor is satisfied that the Licensee
is observing the terms and conditions of this Agreement;

(iii) keep confidential all information imparted to it by the Licensor (save

insofar as the same may be in, or come into, the public domain
other than by the fault of the Licensee) and not to use or disclose
the same other than for the purpose of this Agreement;

(iv) use the Trade Mark without alteration or modification and only in
such manner and with such acknowledgement of proprietorship as
shall from time to time be stipulated by the Licensor;

(v) submit and obtain written approval from the Licensor or its
authorised representative samples of all labels, advertising or other
promotional or publicity material bearing any written representation
of the Trade Mark and intended to be used in relation to the
Goods/Services or the business relating to the Goods/Services and
the Licensor has absolute discretion to accept such submission by

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 the Licensee;

(vi) Seek express written consent of the Licensor, which may be

withheld for any reason should the Licensee wish to assign and/or
transfer the license to any third party;

(vii) To maintain the high quality of the licensed Goods/Services and if

the quality of a class of the Licensed Goods/Services falls below
such a production-run quality, as previously approved by the
Licensor, Licensee shall use its best efforts to restore such quality
within thirty (30) days after the notification by the Licensor, and the
Licensor shall have the right to terminate this Agreement and
require that the Licensee cease using the Trademarks;

(viii) To renovate the premises at Licensee’s own expense and to obtain

prior written approval from the Licensor, with regards to the
renovation, design, furniture of the premise and other local
Authorities body;

(ix) The Licensee to use and install both Point of Sales System
software and hardware provided only by the Licensor and will be
connected to the network system as requested by the Licensor so
as to transmit daily business data to the Licensor. The Licensee
shall not alter and/or modify any of the mentioned above without
prior written consent from the Licensor;

(x) The Licensee shall use all kitchen appliances inclusive of kitchen
/bar machineries and equipment as approved by the Licensor;

(xi) Except as otherwise stipulated in this Agreement, the Licensee

shall not be entitled to require the Licensor to refund the
management fee, whether upon the expiration, termination half-way
into or termination for any other reason stipulated therein;

(xii) The Licensee is under obligation to buy all raw materials either
semi-raw or finished product, packaging for the goods and any
other materials deemed necessary in the selling of the goods by the
Licensor from the Licensor;

(xiii) The Licensee must only sell the products of food prepared by the
Food Central Kitchen of the Licensor and must follow the method of
preparation and delivery of the products as stipulated by the
Licensor. The stocks of the raw materials of either readymade
stocks or semi-readymade stocks must be prepared by the Licensor
and/or the Licensee and/or both the Licensor and the Licensee
and/or any other third party approved by the Licensor;

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2.3 The Licensor undertakes to:

i. Training

The Licensor shall, within 30 (thirty) days from the date of signing
this Agreement, provide the Licensee with an Operation Manual,
which would represent and symbolize the licensing system,
including the Operation Management Manual to ensure that the
Licensee can operate the directly operated store independently.
Training contents include: opening the business, operating,
managing and promoting.

The Licensee shall appoint their Director or any other personnel to

participate in the training in accordance with the requirements of the
Licensor.

Provide training to the Licensee, including, but not limited to matters

not limited to the goods/services provided under the Trade Mark,
day to day operations and technical support and providing the
necessary tools and resources to allow the Licensee to utilize the
Trade Mark as intended under this Agreement, of which the training
schedule is as follows:

Week 1: Training during opening hours of the business

Week 2: Training period of 5-6 hours during the week
Week 3: Training period of 4 hours during opening hours of the
business

ii. Establish and maintain a performance standard respecting the

quality of the goods/service provided under the Trade Mark;

iii. Provide continuous improvement of the goods and services

provided under the Trade Mark;

iv. The Licensor must assist the Licensee with the repairs of the
machinery by providing them the necessary contacts of repairmen.
If the machineries are still under warranty, the Licensor must assist
the Licensee with the warranty.

v. Advertisement and Promotion

The costs of the Advertisement and Promotion are solely to be

borne by the Licensee and the Licensee must seek written approval
from the Licensor on all Advertisement and Promotion materials.

The Licensor shall set up social media pages on Platforms as

according to the area of business and the Licensor shall be the

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 administrator of the social media pages. Posts on the social media
pages shall first be approved by the Licensor before posting.

2.4 During the term of this Agreement, the Licensor shall take all steps
necessary or advisable for the maintenance, renewal and protection of the
Trade Marks.

2.5 Licensor shall have the right, upon at least five (5) days written notice to
inspect Licensee's books and records and all other documents and
material in the possession of or under the control of Licensee with respect
to the subject matter of this Agreement at a location in Malaysia. Licensor
shall have free and full access thereto for such purposes and shall be
permitted to make copies thereof and extracts there from.

3 Supply and Sales of Materials, etc.

3.1 The Licensee shall purchase the main raw materials, consumables and
other materials from the Licensor.

3.2 If the Licensee fails to purchase from the Licensor, the Licensor may
terminate this Agreement by written notice. The Licensor may unilaterally
terminate this Agreement and request the Licensee for damages of
RM150,000-00 (Ringgit Malaysia One Hundred and Fifty Thousand) only.

3.3 When purchasing raw materials and consumables, the Licensor has to
deliver 2 (two) times a week. The Licensee shall calculate accurately the
volume to replenish each time and avoid any waste of replenished
resources, which can cause unsatisfactory operation. The logistics and
distribution costs shall be borne by the Licensee. In order to maintain the
quality of the product, the raw materials shall be provided by the Licensor.

3.4 On delivery of goods, the Licensee shall verify and accept the goods on
the same day. In the event any article is found defective or damaged, the
Licensee shall return the product immediately or otherwise, the goods
delivered shall be considered as received in good condition.

3.5 On the delivery of the Kitchen/Bar machinery and equipment, upon

completion of the term of the Agreement, unless renewed, the Licensee
may take into possession the said machinery and equipment or returni it
back to the Licensor, for which the Licensor will return the amount paid by
the Licensee for the machinery and equipment as stated in 1.1.

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4 Infringement

4.1 The Licensee will immediately notify the Licensor of any infringements or
suspected infringements of the Trade Mark or passing-off or suspected
passing-off by the use of Trade Mark or any challenge to the validity or title
coming to its notice.

3.2 The Licensee is entitled to call upon the Licensor to take proceedings in
respect of an infringement or passing-off of the Trade Mark or any
challenge to the validity of title of the Trade Mark and the Licensor may
take such measures as it thinks fit, in its absolute discretion to remedy the
infringement or defend the validity or title of such challenge.

5 Title

The Licensee recognises and acknowledges the Licensor’s title and right to the
Trade Mark and will not at any time do or suffer to be done any act or thing which
in any way may impair the rights of the Licensor in the Trade Mark.

6 Duration

6.1 This Agreement takes effect from the Effective Date and shall continue in
force until terminated by either of the parties giving three (3) months notice
of termination in writing to the other party.

7 Termination

7.1 The Licensor may forthwith terminate this Agreement by written notice in
any of the following circumstances:

i) if the Licensee fails to remedy any breach of obligation or condition

of this Agreement, that is capable of being remedied, within one (1)
month of being requested by the Licensor in writing to do so; or

ii) if the Licensee becomes insolvent, has a receiver appointed over

the whole or any part of its assets, enters into a composition with its
creditors, or has an order made or resolution passed for it to be
wound up (otherwise than in furtherance of a scheme of
amalgamation or reconstruction); or

iii) if the ownership or control of the Licensee changes from that

existing at the date of this Agreement.

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7.2 In the event of the Licensee commits one of the following major breaches,
the Licensor may exercise the right to terminate immediately in
accordance with the provisions of this Agreement and shall not refund any
fees paid by the Licensee. Simultaneously, the Licensee has to
compensate the Licensor for punitive damages of RM150,000.00 (Ringgit
Malaysia One Hundred and Fifty Thousand) as required:

a) Violate the non-competition clause and regulations and compete with

Licensor;

b) Transferring this Agreement or transferring his/her/its equity without

the consent of Licensor;

c) Where Licensor agrees to split up, merge or change shares;

d) Transferring the operating rights by means of contracting, leasing

and cooperation without the consent of Licensor.

e) Intentionally disclosing Licensor's major commercial secrets to a third

party;

f) Overdue payment of royalties for more than (3) three months;

g) Unauthorized transfer of the Licensor’s business technical assets,

equipment, etc., to other premises for business or use;

h) Covertly opening branches outside the stipulated agreed location,

replacing equipment in the stores or violating the non-competition
clause and regulations;

i) Failure to implement Licensor's advice and guidance in order to

improve its operating conditions, resulting in a serious impact on the
company's image;

j) Whoever, without authorization, enters into an agreement with a

third party, as the licensee or representative of Licensor to engage in
legal acts or to engage in private acts which results in the loss of the
rights and interests of Licensor;

k) Using its business premises to carry out illegal activities or other

illegal acts, damaging the social public interests and causing a
certain amount of adverse social impact to Licensor;

l) Covertly transferring, transferring the operating rights or in-store

equipment to others or establishing any form of guarantee, rental,
pawning and other acts that are against Licensor's exercise of this
Agreement rights;

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 m) Causing a large number of complaints or being exposed and
criticized by the media because of his/her/its service quality or for
other reasons, causing serious adverse effects on the society;

n) Intentionally damaging the image and goodwill of Licensor or other

branch stores;

o) Any other violation of this Agreement which is deemed by Licensor to

be a major breach shall be notified to Licensee for correction within a
specified time limit, but Licensee refuses to pay attention to it or,
although it has been corrected, fails to meet Licensor's requirements.

p) Licensee shall not arbitrarily replace the products, ingredients and all
the packaging materials provided by Licensor without authorization.
Licensee shall not unreasonably replace the incoming ingredients,
menus and after it is determined to be sufficient to affect the image of
Licensor's company brand and image. Licensee agrees that Licensor
may force the removal of the signboard and regard it as Licensee's
breach of Agreement;

q) Licensee obstructs Licensor's inspection or audit, and does no pay

its debts according to the Agreement;

r) Licensee does not use the designated enterprise identification

system (including CIS) for production of products according to
Licensor's regulations;

s) Being warned by Licensor more than three (3) times in one year;

t) Any other breach of contract or failure to perform its obligations

under this Agreement.

7.3 Upon termination of this Agreement, the following Concomitant Obligations

shall be performed:

i) Inventory: Logistics and supply, business manuals and other

operating manuals shall be returned to the Licensor. All designs,
signs and trademarks on the Licensee’s business premises, outside
decorations and signs must be removed.

ii) Debts: The Licensor and the Licensee shall clear and settle the
credits and debts between them as agreed in this Agreement and in
accordance with the law.

iii) The Licensee shall return to the Licensor all the manuals, forms,
signboards, trademarks, names, printed promotional materials,
business system supplies and uniforms and any other relevant
documents and archives.

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8 Amendments

This Agreement may be added to, altered or varied only in writing executed by
both parties SAVE THAT the Licensor may alter or add to the Trade Mark listed
in the Schedule hereto by notice in writing to the Licensee AND the term Trade
Mark appearing herein shall mean and include trade marks in the Schedule as
altered or added to from time to time.

9 Proper Use

The Trade Mark shall not be used by the Licensee in any manner so as to
deceive the public, or be contrary to law or be to the prejudice of the Licensor.

10 General

10.1 Costs and expenses

The Licensee must pay its own legal costs and expenses for the
negotiation, preparation, completion and stamping of this Agreement and
Licensee must bear the stamp duty and registration fees payable on this
Agreement together with any penalty payable.

The Licensee shall not at any time, during the term of this Agreement, do
or cause to be done any act or thing challenging, contesting, impairing, or
tending to impair or invalidate any of Licensor’s rights in the Trade Mark or
any registrations derived from such rights.

10.2 Legal Counsel

The Licensee is at liberty to engage any legal counsel of his choice before
agreeing to sign and be bound by this Agreement.

10.3 Governing law and jurisdiction

In the event of any dispute arising from this Agreement, both parties agree
to be governed by the laws of Malaysia.

10.4 Assignment
The Licensee shall not assign or transfer all or any part of their respective
rights under this Agreement or delegate their performance under this
Agreement without the prior written approval of the Licensor and any

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 assignment, transfer or delegation which is made without such prior
written approval shall constitute a breach of this Agreement.

10.5 Waiver
i) A party waives a right under this Agreement only if it does so in
writing.

ii) A party does not waive a right simply because they –

(1) fail to exercise the right;
(2) delay exercising the right; or
(3) only exercise part of the right.

iii) A waiver of one breach of a term of this Agreement does not

operate as a waiver of another breach of the same term or any
other term.

10.6 Renewal
If the Licensee desires to continue to operate with the Trade Mark, the
Licensee must, in writing, at least 3 (three) months before the expiration of
this agreement, request for a renewal of this agreement, for a term
agreeable between all parties to this agreement, of which the terms of the
renewal is to be agreed upon by all parties of this agreement, as stipulated
in 1.10 above.

10.7 Further action

Each party must promptly sign any document and do anything else that is
necessary or reasonably requested by the other party to give full effect to
this Agreement.

10.8 Entire agreement

This Agreement replaces any previous agreement, representation,
warranty or understanding between the parties concerning the subject
matter and contains the entire agreement between the parties.

10.9 Variation of agreement

A variation of this Agreement must be in writing and signed by both parties
or by persons authorised to sign for them.

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10.10 Unenforceable provision
If a provision in this Agreement is wholly or partly invalid or unenforceable,
the provision or the part of it that is invalid or unenforceable must, to that
extent, be treated as deleted from this Agreement. This does not affect the
validity or enforceability of the remaining provisions.

10.11 Survival of provisions

A provision of this Agreement that has not been met on, or can have effect
after, completion of the transaction contemplated by this Agreement, or
termination of this Agreement, continues to apply after completion or
termination.

10.12 Notification
Both parties shall notify the other party, if necessary, for the performance
of this Agreement, at the following address and to the attention of the
Person-in-Charge and in case of change, notify the other party in writing.

Licensor’s notification address:

XXXXXXXXXXXXXXXXX.
Licensor’s email address : XXXXXXXXXXXX

Licensee’s notification address:

XXXXXXXXXXXXXXXXXXXXXX
Licensee’s email address: [ XXXXXXXXXX]

If the failure to deliver the documents referred to in the preceding

paragraph is due to the change of address of one party or due to refusal
by the receiving party to receive/accept the documents, the documents will
be deemed to have been served on the receiving party on the date of
payment of the postmark.

10.13 Force Majeure

The term “force majeure” referred to in this Agreement, shall include but is
not limited to, earthquakes, fires, floods, wars, government actions,
accidents or events beyond the control or foresight of both parties. If the
Agreement cannot be fulfilled or cannot be fully performed due to force
majeure, either both Licensor or Licensee shall notify the other party in
writing within thirty (30) days of the undesirable event. If both parties
terminate this Agreement in advance owing to force majeure, they shall
not be liable for breach of Agreement.

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10.14 Successors and Assigns
This agreement will be binding upon any of the heirs, executors,
administrators and other legal representatives, and will be for the benefit
of the Licensor.

10.15 Arbitration
In the event of any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, the parties, should they both consent in
writing, shall have the option to submit to arbitration. Arbitration
proceedings will be administered by the Malaysia court. The number of
arbitrators shall be [one or three]. The place of arbitration shall be
Malaysia and Malaysian law shall apply. Judgment on the award rendered
by the arbitrator(s) may be entered in any court having jurisdiction thereof.

10.16 Time
Time, wherever mentioned, shall be of the essence of this Agreement,
both as regards the dates and period specifically mentioned and as to any
dates and period which may be agreed in writing between the parties be
substituted for them.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first set forth above.

XXXXXXXXXXXXXXXXXXXX
by its Authorized Representative

____________________________
Name :
NRIC No. :
Designation :

Witnessed by

____________________________
Name :
NRIC NO : .
Designation :

Signed for
XXXXXXXXXXXXXXXXXXXXX
by its Authorized Representative

____________________________
Name :
NRIC NO : .
Designation :

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Witnessed by

____________________________
Name :
NRIC NO : .
Designation :

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 Schedule A
(this schedule formed integral part of this Agreement)

Trade Mark
Specification of
No. Mark Class Application
Goods/Services
Number

1 XXXXXXX XXXXX XXXXXXXXXX XXXXXXXXXXXXXXXXXXX

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 Schedule B
(this schedule formed integral part of this Agreement)

(Form 9, Form 44 & 49) (Licensor and Licensee)

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 Schedule C
(this schedule formed integral part of this Agreement)

(specification to be provided by the Licensor)

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