TERMS AND CONDITIONS

1. NATURE OF UNDERSTANDING

1.1 This Agreement is not intended to create nor should it be construed as creating a joint venture, consortium, partnership or any other legal entity or continuing relationship or commitment between the Parties hereto other than as expressly contained in this Agreement.

2. COMMITMENT OF THE PARTIES

2.1. The BUSINESS ASSOCIATE shall solely be responsible or in association with KMSB, if required, to liaise with the TRAVEL AGENCIES under their responsibility to brief in terms of the various freight packages and services offered by KMSB.

2.2. The Parties shall work together as well as independently in their respective areas of expertise in relation to any or all of the plans of the initiative. The Parties shall keep each other promptly informed of any change of events that will affect performance of their work.

2.3. During the term of this Agreement and for a period of six (6) months after its termination, either Party shall not hire, recruit, solicit or otherwise employ any employee of the other.

2.4 The Parties agree that all costs in connection with the initiative shall be borne by the Party incurring such cost. Neither Party shall be liable to the other Party for cost incurred outside their respective Scope of Works as set out in this Agreement or any Contract Agreement, nor for any costs incurred within their respective scopes, unless any Agreement specially provides to the contrary.

3. ROLES AND RESPONSIBILITIES OF THE PARTIES

3.1 The Parties hereinafter agrees that the roles and responsibilities of the Parties in relation to this Agreement are as follows;

3.1.1 Role and Responsibilities of KMSB

i) Provide vehicles to collect parcels at appointed locations in Jeddah, Madinah and Mekkah.

ii) Provide packaging materials (20kg box and plastic wrapping material)

iii) Provide manpower to pack and load collection vehicles.

iv) Provide Warehousing facilities to store and console parcels prior to loading vessel at port of departure.

v) Facilitate customs clearance and handling at KSA and Malaysia.

vi) Last mile delivery of pilgrim’s parcel in Malaysia

3.1.2 Role and Responsibilities of the BUSINESS ASSOCIATE

i) To sign up TRAVEL AGENCY that focus on Umrah and Hajj

ii) To carry out sales and marketing activities directly to pilgrims.

iii) To coordinate with KMSB’s KSA team for parcel pickups.

iv) To monitor packing and loading of pilgrim’s packed personal effects, in the event that BUSINESS ASSOCIATES selects 4.1.ii

4. COMMERCIAL CONSIDERATION

4.1 The Parties mutually agree that:

i) The BUSINESS ASSOCIATE shall be due a commission of:

a) 5% per kg as consideration for introducing and onboarding the TRAVEL AGENCY to KMSB; or

b) 10% per kg price as consideration for introducing and onboarding pilgrims to KMSB.

ii) Umrah trip will be subject to volume of cargo outbound from KSA.

iii) Umrah trip will be once a year only.

5. WARRANTY/REPRESENTATION

5.1 The parties represent that they have familiarized themselves with all the and conditions herein and are fully aware of all its obligations contained therein

6. DURATION AND TERMINATION

6.1 This Agreement shall remain in force for a period of Twenty Four (24) months from the Effective Date.

6.2 In any event, this Agreement shall be terminated upon the earliest of the following events, unless so extended by mutual agreement between the Parties:

a) Mutual decision to terminate this Agreement due to a failure of the Parties to agree on the terms and conditions of the Contract Agreement or any other Agreement;

b) Either Party decides to terminate this Agreement by serving on the other Party not less than One (1) month notice in writing.

c) Either Party becomes suspended or ineligible to participate in this initiative anticipated by this Agreement, in accordance with applicable government’s regulations; or

d) In the event of filing of any application by or against the other Party in any court of competent jurisdiction of a petition in insolvency, or for a scheme of rearrangements with the creditors, for the appointment of a receiver or trustee, or the making of an assignment for the benefit of the creditors;

e) By either Party by giving thirty (30) days written notice to the other.

6.3 Upon termination of this Agreement, neither Party shall have any right to claim compensation for

(a) costs incurred in performing its obligations hereunder; and

(b) lost of anticipated profit, consequential or indirect damages, provided further that the obligations under Clause 2.3 and 7 shall survive any termination.

7. CONFIDENTIALITY

7.1 Unless otherwise agreed to in writing, the Parties agree to keep the contents of this Agreement, and all related activities and documents strictly confidential unless disclosure by either Party is required under law, in which event such Party shall first advise the other Party before making such disclosure.

7.2 The Parties undertake to keep all information relating to the other Party and the Customer or information disclosed by the other Party strictly confidential and to treat the same as private and confidential. Neither Party shall allow such information disclosed by the other to become possessed by any third party and shall further take all reasonable precautionary steps to prevent the same from becoming known to third parties.

7.3 In the event of any termination, the Parties undertake to return to each other all related documents and confidential information and related materials related to the other Party or disclosed by the other Party, to the respective owner/discloser of the information/materials within a period of One (1) month from such termination and further not to retain any copies of the same.

8. GENERAL

8.1 Neither Party shall be liable for the failure to perform due to such acts of god, earthquake, riots, war, fire, epidemics and other like events of similar nature beyond its own reasonable control (hereinafter referred to as “Force Majeure”). If such Force Majeure condition continues for a period of more than Thirty (30) days, either Party may elect to terminate this Agreement forthwith, but without prejudice to any of the Parties’ antecedent rights.

8.2 Neither Party shall assign or transfer its rights and obligations under this Agreement without prior written consent of the other. Consent of which shall not be unreasonably withheld.

8.3 Except as expressly provided herein, neither Party shall be liable to the other for any lost data, lost profits, incidental, consequential or indirect damages arising from any of its action conducted pursuant to its obligations under this Agreement.

8.4 In the event that any or any part of the provisions contained in this Agreement be determined, invalid, unlawful or unenforceable to any extent, such terms, conditions or provisions shall be severed from the remaining provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.

8.5 This Agreement replaces and supersedes any prior understandings, communications and representations whether verbal or written. This Agreement may only be amended, modified or varied by execution of a written document duly signed by the authorized representative of the Parties.

8.6 This Agreement shall be governed and construed in accordance with the laws of Malaysia. The Parties hereby submit to the exclusive jurisdiction of the Malaysian Courts.

8.7 The time, date or period mentioned in any provision of this Agreement may be extended by mutual agreement between the Parties concerned but as regards time, date or period originally filed and not extended or any time, date or period so extended aforesaid time shall be of the essence.

8.8 Any notice required to be given under this Agreement shall be in writing and shall be sufficiently served on the Parties hereto if delivered or forwarded by prepaid registered letter addressed to their respective addresses above stated. Any notice sent by registered post shall be deemed to have been served in the ordinary course of post.