Business Partner Contract No.

«Ncontrat_GMAO_AnnéeMoisncontrat»

© DIMO SOFTWARE

SALES PROVIDER and BUSINESS PARTNER

AGREEMENT

No. «Ncontrat_GMAO_AnnéeMoisncontrat»

BETWEEN THE UNDERSIGNED:

DIMO SOFTWARE, a corporation with capital of €653,568.00, registered with the Commercial Registry
as number B 399 551 282, having its head office at 561, Allée des Noisetiers – 69760 Limonest, France,
represented by Jean-Paul Genoux, in his capacity as CEO,

Hereafter referred to as “DIMO SOFTWARE” on one hand,

AND

ECTIVE SYNERGY (M) SDN BHD, a private limited company with capital of €20.00, registered with the
Commercial Registry as number 202001004026 (1360346-M), having its head office at A2-2 Block A,
Jalan Medan Selayang 1, Medan Selayang 68100 Batu Caves, Selangor, Malaysia, represented by
Nazimuddin Abdul Basir, in his capacity as Managing Director.

Hereafter referred to as the "ECTIVE SYNERGY" on the other hand,

Hereinafter referred to individually as a “Party” and together as the “Parties”.

The above Parties hereby agree to the following terms and conditions.

INTRODUCTION:

DIMO SOFTWARE: Publisher, Distributor and Integrator of management solutions to enhance the ERP
systems. Solutions proposed are relative to: Cash management, accounting interpreter and cross-
referencing of customer payments, CRM, CMMS, Business Intelligence, Travel & Expense
Management, Collaborative Portal, Electronic invoices process.

ECTIVE SYNERGY: Consultancy services provider in integrating creative engineering solutions and
advanced process technology specifically in the pharmaceutical & complementary herbal medicine, food
& beverage, agriculture, biotechnology and petrochemical industry.

ECTIVE SYNERGY wishes in this context, to bring projects identified by him to DIMO SOFTWARE.

Having regard to the aforesaid, the Parties conclude the following agreement:

DIMO SOFTWARE - 561 Allée des Noisetiers – 69760 Limonest, France - Tel 33 (0)4 72 86 01 90 - Fax 33 (0)4 72 86 01 99
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 Business Partner Contract No.«Ncontrat_GMAO_AnnéeMoisncontrat»

© DIMO SOFTWARE

Contents

1. DEFINITIONS .................................................................................................................................. 3

2. OBJECT ........................................................................................................................................... 3

3. SCOPE ............................................................................................................................................ 3

4. RELATIONS BETWEEN THE PARTNERS ..................................................................................... 3

5. SALES PROVIDER AND BUSINESS PARTNER CONDITIONS .................................................... 4

6. FINANCIAL TERMS ......................................................................................................................... 4

7. PAYMENT CONDITIONS ................................................................................................................ 5

8. COMMERCIAL PROPERTY OF THE CUSTOMER ........................................................................ 6

9. PROVISION OF INFORMATION ..................................................................................................... 6

10. CONFIDENTIALITY ......................................................................................................................... 6

11. PERIOD ........................................................................................................................................... 6

12. EXPIRY/TERMINATION OF THE CONTRACT ............................................................................... 6

13. TERMINATION FOR NON-EXECUTION OF THE CONTRACT ..................................................... 6

14. ASSIGNMENT OF THE CONTRACT .............................................................................................. 7

15. NON-SOLICITATION OF PERSONNEL .......................................................................................... 7

16. INDEPENDENCE OF CONTRACT CLAUSES ................................................................................ 7

17. APPLICABLE LAW AND COMPETENT JURISDICTION ................................................................ 7

18. CONTRACT LANGUAGE ................................................................................................................ 7

19. ADDRESS FOR SERVICE .............................................................................................................. 8

DIMO SOFTWARE - 561 Allée des Noisetiers – 69760 Limonest, France - Tel 33 (0)4 72 86 01 90 - Fax 33 (0)4 72 86 01 99
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 Business Partner Contract No.«Ncontrat_GMAO_AnnéeMoisncontrat»

© DIMO SOFTWARE

1. DEFINITIONS
The following terms, which start by a capital letter in the present Contract (hereafter the Contract), bear
the meaning given to them as follows:

2. For the purpose of this Agreement, the “Product” or “Software” means a complete set of computer
programs designed to be delivered to several users for the same application and the same use and
for which a license of use is granted to the subscribing Users.

3. DIMO SOFTWARE means DIMO SOFTWARE as presented on the first page herein, as well as its
subsidiaries.

4. Sales Provider means one of the Parties provides the other with information on a prospect over
which it has no specific influence.

5. Business Partner means structuring a project between ECTIVE SYNERGY and DIMO SOFTWARE
for a project or client that ECTIVE SYNERGY will get for DIMO SOFTWARE and in relation to
which ECTIVE SYNERGY will conduct sales activities with the intent of obtaining a signature for
the said project.

6. The “Lead” means the transmission by ECTIVE SYNERGY of a contact for whom a project that
may be of interest to DIMO SOFTWARE has been identified.

7. "License" mode means the acquisition by the customer of a license on premises and annual
maintenance of the proposed solution.

8. “Saas” mode is understood as the provision for a given period of the access to the solution,
including hosting and its associated maintenance.

9. Under this contract, the "Editor Trademarks" means all names, trademarks, logos, designs, and
other designations of brands used by the Publisher in connection with its products and services.

2. OBJECT
The object of the Contract is to bind ECTIVE SYNERGY to DIMO SOFTWARE or its subsidiaries in the
context of a Business Partner and/or Sales Provider partnership in favour of DIMO SOFTWARE solely
for its license sales business.

3. SCOPE
The present contract will only relate to the solutions listed below:

- Dimo Maint MX
- Dimo Maint MM

4. RELATIONS BETWEEN THE PARTNERS

ECTIVE SYNERGY and DIMO SOFTWARE jointly undertake to use all their resources and means to
allow for the full success of this partnership agreement materialized by resulting commercial successes.

Both Parties will act in their own interest and preserve their autonomy. The Parties will not combine their
assets or industry to realize revenue or savings and the Contract may not be considered as an act of
company: affectio societatis is hereby formally excluded.

DIMO SOFTWARE - 561 Allée des Noisetiers – 69760 Limonest, France - Tel 33 (0)4 72 86 01 90 - Fax 33 (0)4 72 86 01 99
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 Business Partner Contract No.«Ncontrat_GMAO_AnnéeMoisncontrat»

© DIMO SOFTWARE

5. SALES PROVIDER AND BUSINESS PARTNER CONDITIONS

Lead declaration by Business Partner and/or Sales Provider will be conducted by any written means by
the ECTIVE SYNERGY in favour of DIMO SOFTWARE.

DIMO SOFTWARE will confirm the acceptability of the lead within three (3) business days in France
from the date the written document has been received.

DIMO SOFTWARE will confirm for each lead whether it will be treated as Sales Provider or Business
Partner conditions.

DIMO SOFTWARE will consider a lead to be acceptable in the following cases:

- Any prospect with which it has not been in active contact over the past 12 months;
- Or any contact that was not one of its own customers prior to the business getting as Sales
Provider;
- Or any contact that has not already been identified by another partner.

DIMO SOFTWARE will then acknowledge receipt of the lead by the same means.

6. FINANCIAL TERMS
6.1 Financial terms for Sales Provider:

ECTIVE SYNERGY provides DIMO SOFTWARE with information on a prospect over which the
ECTIVE SYNERGY has no specific influence.

Upon signature, invoicing and payment of the contract, ECTIVE SYNERGY will be paid a
commission of:

Ø 10% of the turnover based on licenses sold for the offers published by DIMO SOFTWARE.
Ø 10% of the license margin for solutions distributed by DIMO SOFTWARE.
Ø In this situation, the margin is calculated as follows: Margin = DIMO SOFTWARE Selling Price
– (minus) Publisher’s Purchasing Price paid by DIMO SOFTWARE.

Or:

Ø 10% of the rent for the first year in Saas mode.

The commission limit is based on the maximum annual turnover achieved by DIMO SOFTWARE
with ECTIVE SYNERGY and limited to €100,000.00.

The ECTIVE SYNERGY is not entitled to claim any sum in the case of sales made over and beyond
the initial project.

6.2 Financial Terms for Business Partner:

They are applicable when DIMO SOFTWARE and ECTIVE SYNERGY have a project together on
a prospect or customer that ECTIVE SYNERGY brings to DIMO SOFTWARE and on which he leads
strong commercial actions to trigger the signature of a project implementation of the solution.

1. For Products published by DIMO SOFTWARE:

Upon signature, invoicing and payment of the contract, ECTIVE SYNERGY will be paid a
commission of:

DIMO SOFTWARE - 561 Allée des Noisetiers – 69760 Limonest, France - Tel 33 (0)4 72 86 01 90 - Fax 33 (0)4 72 86 01 99
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 Business Partner Contract No.«Ncontrat_GMAO_AnnéeMoisncontrat»

© DIMO SOFTWARE

Ø 25% of the license based on the Public Price List. DIMO SOFTWARE margin will always be at
the minimum equal to 75% of the Public Price List (tax excl.). In case of special discount granted
to the customer, the Partner margin decreases.
Ø 10% of the annual maintenance for the first year.

Or

Ø 20% of the rent invoiced each year in Saas mode, this as ECTIVE SYNERGY is under contract
with DIMO SOFTWARE and therefore allowed to advocate the solution in question.
In a derogatory manner and under certain conditions negotiated, it may be granted to ECTIVE
SYNERGY to charge licenses and maintenance to some customers, but never rents in Saas
mode.

2. For Products distributed by DIMO SOFTWARE:

Upon signature, invoicing and payment of the contract, ECTIVE SYNERGY will be paid a
commission of:

Ø 20% of the license margin.

Ø 10% of the maintenance margin due the first year.

Or:

Ø 20% of the margin of the rent invoiced each year in Saas mode, this as ECTIVE SYNERGY is
under contract with DIMO SOFTWARE and therefore allowed to advocate the solution in
question.
Ø In this situation, the margin is calculated as follows: Margin = DIMO SOFTWARE Selling Price
– (minus) Publisher’s Purchasing Price paid by DIMO SOFTWARE.

7. PAYMENT CONDITIONS
DIMO SOFTWARE will send a commission invoice request to the attention of ECTIVE SYNERGY on
receipt of the customer's order.

The ECTIVE SYNERGY may issue a commission bill to the attention of DIMO SOFTWARE.
Nevertheless, the settlement of that invoice will be executed by DIMO SOFTWARE when DIMO
SOFTWARE has acknowledged receipt of the complete payments by the final customer.

Invoices will be made net of taxes, with VAT if applicable. Payment will be by wire transfer in euros (€)
at 30 days end of month from the date of issue of the invoice provided that the final customer has paid
its bills.

In case ECTIVE SYNERGY charges directly the customer, then invoicing and payment conditions will
be:

License: Invoicing 50% at time of order,

Then invoicing of the remaining 50% at time of delivery of the license.
Payment at receipt of invoices.

Maintenance: Invoicing 50% at time of order,

Then invoicing of the remaining 50% at the starting date of contract, 30 days after the
delivery date.
Payment at receipt of invoices.

Services: Invoicing 50% at time of order,

then invoicing of the remaining 50% when service dates are scheduled.
Payment at receipt of invoice.

DIMO SOFTWARE - 561 Allée des Noisetiers – 69760 Limonest, France - Tel 33 (0)4 72 86 01 90 - Fax 33 (0)4 72 86 01 99
www.dimosoftware.fr Page 5/8
 Business Partner Contract No.«Ncontrat_GMAO_AnnéeMoisncontrat»

© DIMO SOFTWARE

8. COMMERCIAL PROPERTY OF THE CUSTOMER

Any new customer that results from a business brought by ECTIVE SYNERGY will become the
commercial property of DIMO SOFTWARE for the service that is part of DIMO SOFTWARE’s offer.

DIMO SOFTWARE reserves the right to conduct an audit of licenses installed for customers.

9. PROVISION OF INFORMATION
To ensure proper execution of ECTIVE SYNERGY’s obligations, DIMO SOFTWARE undertakes to:

Ø Provide ECTIVE SYNERGY with any document of a legal, technical or financial nature that may
be of use to prospect customers.
Ø Provide ECTIVE SYNERGY with any information on the receipt of sums due for the contracts
entered into thanks to the prior involvement of ECTIVE SYNERGY.
Ø Transmit its offers and execute the contracts under its sole responsibility.

10. CONFIDENTIALITY
With regard to relations external to the Contract, the Parties undertake to treat as entirely confidential
the technical and commercial information they may come to acquire in the context of the Contract related
to the Parties themselves and to end customers.

11. PERIOD
The Contact will be valid for a period of one (1) year from the date of signature thereof by ECTIVE
SYNERGY and DIMO SOFTWARE. It shall be tacitly renewed on the anniversary date by the Parties
for a further term of one (1) year period.

12. EXPIRY/TERMINATION OF THE CONTRACT

At the end of the first year or the renewed period, the Contract may be terminated by either Party subject
to three (3) months’ notice made by registered letter with an acknowledgment of receipt.

If the Contract is terminated under these conditions, no indemnity or damages will be due.

In the case of termination of the agreement because of DIMO SOFTWARE, commission for all
customers contracts will continue under the same conditions until the next renewal date by the customer.
From this date no more commission will be payable to the Partner.

When the Contract ends, either by expiring normally or by termination for any reason whatsoever, the
Parties undertake to establish their final accounts, which will be signed by both Parties. This document
will list all the business effectively concluded thanks to ECTIVE SYNERGY’s actions on the date that
the Contract expires or is terminated.

13. TERMINATION FOR NON-EXECUTION OF THE CONTRACT

Should either Party fail to execute any of its obligations under the Contract, the injured Party may
unilaterally terminate the Contract after giving notice to the defaulting Party by way of a registered letter
with an acknowledgment of receipt that remains unanswered for thirty (30) days.

DIMO SOFTWARE - 561 Allée des Noisetiers – 69760 Limonest, France - Tel 33 (0)4 72 86 01 90 - Fax 33 (0)4 72 86 01 99
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 Business Partner Contract No.«Ncontrat_GMAO_AnnéeMoisncontrat»

© DIMO SOFTWARE

14. ASSIGNMENT OF THE CONTRACT

Neither Party may assign or transfer all or part of its rights nor obligations under the Contract to any
third party whatsoever without the prior written agreement of the other Party.

However, in the case of an assignment that results from a restructuring, in particular by way of a partial
contribution of assets, merger, absorption, spin-off or change in control, either Party may assign or
transfer all or part of its rights and obligations under the Contract to any other party, after written notice
to the other Party made by registered letter within a reasonable timeframe.

15. NON-SOLICITATION OF PERSONNEL

ECTIVE SYNERGY will refrain from soliciting, hiring, engaging or causing to work in any manner
whatsoever, whether directly or indirectly, any current or future employee of DIMO SOFTWARE
regardless of said employee’s position. The present article will apply even when the employee causes
the solicitation.

The present article will take effect from the signature of the contract and will end after a period of 12
months from the termination or expiry thereof for any reason whatsoever.

Any breach of the present article will give rise to the payment of an indemnity corresponding to the
employee’s 12 months gross compensation.

16. INDEPENDENCE OF CONTRACT CLAUSES

If any of the clauses of the contract was, for any reason whatsoever, declared or held invalid, illegal or
with no legal effect, such invalidity, illegality or lack of legal effect would not affect the other provisions
which would apply according to the direction that the Parties have obviously wanted to give them, and
therefore would not negate the present.

17. APPLICABLE LAW AND COMPETENT JURISDICTION

THE CONTRACT IS GOVERNED BY FRENCH LAWS AND WILL BE INTERPRETED ACCORDING
TO THE SAME LAWS.

ANY DISPUTES BETWEEN THE PARTIES RELATED TO THE EXISTENCE, VALIDITY,

INTERPRETATION, EXECUTION AND TERMINATION OF THE CONTRACT THAT THE PARTIES
CANNOT SOLVE AMICABLY WILL FALL UNDER THE JURISDICTION OF THE COMPETENT
COURTS OF LYON, FRANCE, NOTWITHSTANDING THE MULTIPLICITY OF DEFENDANTS OR
THIRD PARTY ACTIONS, AND WILL BE SUBJECT TO THE APPLICATION OF FRENCH LAWS.

18. CONTRACT LANGUAGE

THE ENGLISH VERSION OF THE CONTRACT WILL BE THE ONLY ONE TO PREVAIL SHOULD A
DISPUTE ARISE AMONG THE PARTIES DURING THE EXECUTION THEREOF. ANY
TRANSLATION OF THE CONTRACT INTO A LANGUAGE CHOSEN BY THE DISTRIBUTOR MAY
IN NO CASE PREVAIL OVER THE ENGLISH VERSION OF THE CONTRACT AND REMAINS THE
DISTRIBUTOR’S RESPONSIBILITY.

IN CASE OF DOUBT IN THE INTERPRETATION AND UNDERSTANDING OF THE TERMS OF THE

AGREEMENT, THE PARTIES WILL REFER TO THE FRENCH VERSION.

DIMO SOFTWARE - 561 Allée des Noisetiers – 69760 Limonest, France - Tel 33 (0)4 72 86 01 90 - Fax 33 (0)4 72 86 01 99
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 Business Partner Contract No.«Ncontrat_GMAO_AnnéeMoisncontrat»

© DIMO SOFTWARE

19. ADDRESS FOR SERVICE

For the performance of this Contract and its sequels, the parties hereby elect domicile at their respective
head offices as indicated on the first page of the present document.

In two authentic copies in , on .

For DIMO SOFTWARE For ECTIVE SYNERGY

NAZIMUDDIN ABDUL BASIR

Managing Director

DIMO SOFTWARE - 561 Allée des Noisetiers – 69760 Limonest, France - Tel 33 (0)4 72 86 01 90 - Fax 33 (0)4 72 86 01 99
www.dimosoftware.fr Page 8/8