Memorandum of Understanding (MOU)

THIS MOU IS MADE BETWEEN

NSA ENGINEERING & SERVICES SDN BHD, a company registered in Malaysia, having an office at PT
9204, Taman Johan, Jalan Santong, 23100 Paka, Terengganu, Malaysia

AND

AMSPEC TESTING SERVICES PTE LTD a company registered in Singapore, having an office at The
Galen , 61 Science Park Road #01-03 Singapore 117525

Whereas AMSPEC TESTING SERVICES PTE LTD have agreed on appointment of NSA ENGINEERING
& SERVICES SDN BHD as AMSPEC TESTING SERVICES PTE LTD agent and representative in Malaysia,
for the products specified below, on the following and conditions:-

1. SCOPE
The scope of this agreement covers:
 To apply PETRONAS License under SWEC Code : SM3041207
 To manage entire PETRONAS SUS Portal for sevices invoices for AMSPEC
TESTING SERVICES PTE LTD
2. TERRITORY

Territory covered by this agreement is in Malaysia with possible extension on a mutual

agreement basis to other countries.

3. ENQUIRIES AND QUOTATIONS

NSA ENGINEERING & SERVICES SDN BHD will keep informed of all customer enquiries
for AMSPEC TESTING SERVICES PTE LTD product in the territories which NSA
ENGINEERING & SERVICES SDN BHD receives and will forward to AMSPEC TESTING
SERVICES PTE LTD copies of written customer enquiries.
4. AGENCY COMMISSION

4.1 NSA ENGINEERING & SERVICES SDN BHD shall be entitled tp receive commission
calculated on the Ex-works value of orders received by AMSPEC TESTING SERVICES
PTE LTD under this agreement. All commissions payable hereunder shall be due and
payable in full to NSA ENGINEERING & SERVICES SDN BHD, bank account upon
receipt of payment from the customer against product supplied.

4.2 NSA ENGINEERING & SERVICES SDN BHD shall be entitled to receive commission of
10% ( variable on mutual consent on tender to tender basis) on orders placed by
customers in the Territories covered by this agreement and final percentage shall be
fixed before orders are signed.

4.3 Commission shall be paid to NSA ENGINEERING & SERVICES SDN BHD within 7 days
of receipt of payment by AMSPEC TESTING SERVICES PTE LTD from the customer.

5. VALIDITY

Subject to clause 6.1, this agreement is valid for a period of five years and the cooling
period of two years ( the “Initial Term”) and will be automatically renewed for same
period; unless written notice of termination is given by one of the parties to the other
party 45 days prior to the end of the current term.

6. TERMINATION

6.1 This agreement can be terminated by either party by giving the other party 30 days
notice in writing on following grounds:

a) With immediate effect in the other party should become insolvent,

bankrupt or have a liquidator or receiver appointed.
b) If the other party fails to remedy a substantial breach of this Agreement
within 90 days of receipt of written notice specifying details of that
breach.

6.2 Any waiver by either party of a breach of any provision of this agreement shall not
be considered as a waiver of any subsequent breach of the same or any other
provision of this agreement.

6.3 The right to terminate this agreement given by this clause shall be without prejudice
to any other right or remedy of either party in respect of the breach concerned (if
any) or any other breach.
 6.4 No termination of this agreement shall affect any obligation of either party to pay
amounts due to the other hereunder and all such payment shall be made when due.

7. OTHER CONDITIONS

a) NSA ENGINEERING & SERVICES SDN BHD will provide quotations to companies in
the Territories either through or with copy to AMSPEC TESTING SERVICES PTE LTD in
each case with commission payable to in accordance with this agreement.

b) AMSPEC TESTING SERVICES PTE LTD will reimburse all amount paid by NSA
ENGINEERING & SERVICES SDN BHD which were specifically requested by AMSPEC
TESTING SERVICES PTE LTD in writing, ( including, without limitation, email ) for the
purchase of tenders, translation & certification works, couriers or other reasons,
subject to actual amount with evident, invoices etc. Reimbursement by AMSPEC
TESTING SERVICES PTE LTD to NSA ENGINEERING & SERVICES SDN BHD shall be
made within 7 (seven) working days from the date NSA ENGINEERING & SERVICES
SDN BHD submits his reimbursement claims for certainty.

c) This agreement appoints NSA ENGINEERING & SERVICES SDN BHD as AMSPEC
TESTING SERVICES PTE LTD commercial representative. AMSPEC TESTING SERVICES
PTE LTD has no authority to conclude contracts or extend warranties on behalf of
NSA ENGINEERING & SERVICES SDN BHD, AMSPEC TESTING SERVICES PTE LTD will
not act as an independent contractor and is not a partner, co-venture, or employee
of NSA ENGINEERING & SERVICES SDN BHD. NSA ENGINEERING & SERVICES SDN
BHD is not granted, and shall not represent to third parties as having, any right or
authority to assume or create any obligation or responsibility, expressed or implied,
on behalf of AMSPEC TESTING SERVICES PTE LTD or to bind it in any matter
whatsoever.

d) AMSPEC TESTING SERVICES PTE LTD is to inform NSA ENGINEERING & SERVICES
SDN BHD of any infringement which comes to its attention in respect of patent right,
designs and models, trademarks and the like NSA ENGINEERING & SERVICES SDN
BHD is aware of is being the property of AMSPEC TESTING SERVICES PTE LTD in case
of any such happening, AMSPEC TESTING SERVICES PTE LTD agrees to provide
reasonable assistance to NSA ENGINEERING & SERVICES SDN BHD in taking steps to
defend these rights provided that AMSPEC TESTING SERVICES PTE LTD shall be
responsible for any and all costs, expenses, fees ( including , without limitation legal
fees), claims or damages incurred, suffered or payable by NSA ENGINEERING &
SERVICES SDN BHD in providing such assistance.
e) During the term of this agreement, NSA ENGINEERING & SERVICES SDN BHD agrees
not to, represent in the Territories another manufacturer of products of the same
specification as AMSPEC TESTING SERVICES PTE LTD provided products available in
the Territory ( as described in article 1 of this agreement) for tenders in which
AMSPEC TESTING SERVICES PTE LTD is participating with NSA ENGINEERING &
SERVICES SDN BHD. For the avoidance of doubt, NSA ENGINEERING & SERVICES
SDN BHD shall be free to represent such other manufacturers in tenders in which
AMSPEC TESTING SERVICES PTE LTD is not participating with NSA ENGINEERING &
SERVICES SDN BHD.

f) AMSPEC TESTING SERVICES PTE LTD shall provide technical support at no other cost
to NSA ENGINEERING & SERVICES SDN BHD. AMSPEC TESTING SERVICES PTE LTD
shall also arrange the visit of its technical staff members in case they are required for
negotiation of high value contracts at no cost to NSA ENGINEERING & SERVICES SDN
BHD.

g) AMSPEC TESTING SERVICES PTE LTD also provide sales and promotional material to
NSA ENGINEERING & SERVICES SDN BHD free of cost.

h) AMSPEC TESTING SERVICES PTE LTD shall provide NSA ENGINEERING & SERVICES
SDN BHD with reasonable samples of AMSPEC TESTING SERVICES PTE LTD products
for testing and marketing purposes at free of cost if necessary.

i) AMSPEC TESTING SERVICES PTE LTD shall refer to NSA ENGINEERING & SERVICES
SDN BHD any potential transactions in any or the Territories AMSPEC TESTING
SERVICES PTE LTD becomes aware of.

j) AMSPEC TESTING SERVICES PTE LTD will incur and reimburse NSA ENGINEERING &
SERVICES SDN BHD in full for all costs of sales transactions, including purchasing
tenders and AMSPEC TESTING SERVICES PTE LTD shall provide all financial bonds
(i.e. bid bond & performance bond ) and obligations associated with orders/tenders
when required by the tender documents or orders.

k) During the term of this agreement, NSA ENGINEERING & SERVICES SDN BHD shall
have the right to use AMSPEC TESTING SERVICES PTE LTD trademarks in connection
with NSA ENGINEERING & SERVICES SDN BHD’s sale or marketing of the products
described and to indicate that it is an “ Authorized Agent “. Nothing herein shall
grant to NSA ENGINEERING & SERVICES SDN BHD any right, title, or interest in the
trademarks, except as specifically set forth herein.
 l) During the term of this agreement, AMSPEC TESTING SERVICES PTE LTD shall not
participate in any tender in any of the CUSTOMERS introduced and registered by
NSA ENGINEERING & SERVICES SDN BHD , without the prior written consent of NSA
ENGINEERING & SERVICES SDN BHD, save for circumstances in which AMSPEC
TESTING SERVICES PTE LTD and NSA ENGINEERING & SERVICES SDN BHD are
participating in a tender together.

m) AMSPEC TESTING SERVICES PTE LTD acknowledges that pursuant to this agreement
NSA ENGINEERING & SERVICES SDN BHD may from time to time, introduce AMSPEC
TESTING SERVICES PTE LTD to potential or actual customers, contacts, or other
organizations which may purchase or be interested in purchasing products from
AMSPEC TESTING SERVICES PTE LTD ( each a Customer Contact). During the term of
this agreement ( including, without limitation, the initial term and any subsequent
terms as described in clause 6 ) and for a period of 1 year after its termination or
expiry, AMSPEC TESTING SERVICES PTE LTD undertakes not to pursue or to seek to
pursue or to enter into any commitment, understanding or other agreement with
any Customer Contact relating to any of the products, other than in concert with
NSA ENGINEERING & SERVICES SDN BHD or with NSA ENGINEERING & SERVICES
SDN BHD express written consent.

8. LAW

8.1 This Agreement ( including any non contractual obligations arising out of or in
connection herewith ) shall be governed by and construed in accordance with laws
of Malaysia.

9. ARBITRATION

a) Any dispute, claim, difference or controversy arising out of, relating to or having any
connection with this Agreement, including any dispute as to its existence, validity,
interpretation, performance, breach or termination or the consequences of its
nullity and any dispute relating to any non-contractual obligations arising out of or in
connection with it, shall be referred to and finally resolved by arbitration under the
Rules of Arbitration of the International Chamber of Commerce ( for the purpose of
this Clause, the Rules).

b) The Rules are incorporated by reference into this Clause and capitalised terms in this
Clause which are not otherwise defined in this Agreement have the meaning given
to them in the Rules.
 c) The number of arbitrators shall be three. The arbitrators nominated by the parties
shall jointly nominate the third arbitrator who, subject to confirmation by the court,
will act as president of the arbitral tribunal.

d) The seat or legal place of arbitration shall be Malaysia

e) The language used in the arbitral proceedings shall be English. All documents
submitted in connection with the proceedings shall be in English language , or , if in
another language, accompanied by an English translation.

In witness where of, this Agreement has been executed on 20 May 2016

By By
Authorized Signatory Authorized Signatory

For and on behalf of For and on behalf of

Stamp Stamp