This Partnership Agreement (the "Agreement"} is made and entered into on the date this agreement is signed (the "Execution Date") by and between the following Parties:
StarBPO Malaysia Sdn Bhd, duly register Company in Malaysia Operating from
B2-23A and B2-25, Merchant Square, PJU3, No 1 Jalan Tropicana Selatan 1, Tropicana 47410, Petaling Jaya, Selangor, Malaysia.
To be referred to as Party A
And
Business Partner
To be referred to as Party B
Collectively referred to as Parties. All Notices to be sent to the above-mentioned addresses or via email.
BACKGROUND
The Parties wish to associate themselves as a principal and freelance agent business relationship with party A being the Principal the former and the Party B being the Agent the latter. This is not an employment agreement. Appendix A is made part of the agreement
This Agreement sets out the terms and conditions that govern the Partners within the Partnership.
IN CONSIDERATION OF and as a condition of the parties entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Parties to this Agreement agree to the following:
ARTICLE I
Confidentiality
1. Each Party agrees to keep and procure to be kept secret all Confidential Information disclosed by the other Party pursuant to this Agreement or during the course of negotiations relating to it.
2. Each Party shall be entitled to reveal Confidential Information relating to the other Party only to its directors and related employees necessary to enable them to perform their duties for the purpose of this Agreement.
3. Each Party shall require its directors and related employees to observe the obligation of confidentiality no less stringent than as contained in this Clause 8.
4. Subject to Clause 2 and 4, each Party shall not at any time divulge, disclose or otherwise furbish to any third party any Confidential Information relating to the affairs or business of the other Party.
5. The provisions of this Clause 9 shall not apply, however, to any part of the Confidential Information which:
5.1 was already in the public domain or known to the recipient Party prior to receipt thereof;
5.2 was acquired by the recipient Party from a third party having the right to convey the Confidential Information to the recipient Party without any obligation of confidentiality not to disclose the same;
5.3 is independently developed by the recipient Party;
5.4 is approved for release by prior written authorization by the owner of the Confidential Information; or
5.5 is required by law or a regulatory body or pursuant to a judicial order or rules of a relevant stock exchange to be disclosed.
6. Except as may be expressly agreed in writing between the Parties, all trade and service marks, inventions, patents, copyrights, registered designs, design rights and all other proprietary or intellectual property right shall be and remain in the ownership of the relevant Party. Nothing herein shall confer or be deemed to confer on either Party expressly, implied or otherwise, any rights or licenses in the intellectual property of the order.
7. Each Party agrees that it will not, without the prior written consent of the other, issue any press release or announcement or otherwise disclose the existence or nature of this Agreement and/or proposed business arrangement.
8. Both Parties confirm that they shall comply with the Data Privacy Regulation/Laws applicable in the respective country.
ARTICLE II
Non-Solicitation
During this agreement and 12 months after its termination, neither party should attempt to solicit either parties' employees, suppliers or business partners unless written agreement is obtained by the other party. Damages can be sought if there is enough evidence found.
ARTICLE Ill
Purpose
The purpose of the Partnership will be the following:
1. It is hereby agreed that the Party B has expressed interest to promote and market all of Party A’s products and services by referring customers and contracts in exchange for referral fees or commission.
2. Party A has agreed to appoint the Party B as its reseller based on the following terms and conditions
ARTICLE IV
Term
The partnership's existence shall commence on the signed date below and it will be for an initial term of One Year. The agreement after the 1st year will automatically renew until terminated based on the clause below
ARTICLE V
Place of Business
The principal office of the business of the Partnership will be located at the following address or other such place as the Partners may from time to time designate:
82-23A and 25, Merchant Square, PJU3, No 1 Jalan Tropicana Selatan 1 Tropicana 47410
Petaling Jaya, Selangor, Malaysia.
ARTICLE VI
Commissions and Compensation
Commercial Compensation to Party B will be as follows
Commission: Any prospect signed up for any of the services or products listed in 'Appendix 1', thru the assistance of Party B which is not a Customer of Intellico Group, and as such Party B is entitled to commission as per Appendix 1 on the Invoice value and this will be payable upon receipt of payment. Party B will, on his own efforts and initiatives, handle the sales process which will include but not limited to the initial presentation, meetings, submission order, if necessary to conduct the POC (with the help of Party A’s Technical Team) and lastly convert the prospect to a confirmed order, collect and submit the purchase order and collection of final payment.
Commission – Upselling of Services: Where agreed, the commission will be applicable if Party B, on his own professional initiative and effort, without the assistance of Paty A’s sales team, manages to further upsell services that are within the scope of Party A and obtain a written confirmation.
Commission – Renewal of Service: Where agreed, the commission will be applicable yearly as long as the client continues to subscribe to use of the Party A Service. To qualify for this Party B must secure the continued subscription based on his own professional relationship and efforts without any assistance from Party A’s Sales Team. There must be clear process of follow ups, written communications between Party B and the customer followed by written confirmation from customer. Party A shall have full discretion to discontinue this commission in the event of any complains or disputes which requires intervention of Party A’s technical or technical team.
Referral Fees: This applies when any prospects that are referred or introduced to Party A by Party B, or, when Party B request Party A to ‘take over’ a prospect on follow ups. Party B is entitled to a Referral fee if Party A successfully converts that prospect into a confirmed customer. Referral fee is based on Appendix 1 which will be payable upon receipt of full payment from customers.
ARTICLE VII
When Necessary,
Party A will provide an official name card, Phone Number and Email address to correspond with Party B Customers and also internal Staff.
Party B undertakes to this email with responsibility and ensure not to send anything that can affect the good standing of Party A. Email and Business Policies of Party A must always be followed. The Designation is only for presentation purposes and does not empower Party B to sign any official documents for Party A.
If violation evidence is found, this agreement will be terminated with immediate effect.
Party B hereby agrees that
1. He will represent the best interest of Party A and will not make any false representations on Party A Products and Services
2. All Business Proposals must be only sent to clients after approval from the management of Party A. Quotations will be done by Party A’s Indoor Sales Team
3. Party B agrees to adhere to SOPs set by Party A on all activities (but not limited to) related to executions of sales, administrative, finance (invoicing, billing, payment & collection).
4. Party B will on his own time learn commercial and technical knowledge to sell the products better.
5. All accounts that are being worked on must be locked with Party A via email to so the company can protect that account for the agent so no other resellers can approach. Account will be locked for a 3-month period to ensure that client does not come direct to company. Party B will be given access to a CRM system to update activities and to make Quote Request.
Rights to Manage & Ownership of a Customer
It is agreed that all customers that are closed or referred by Party B and have commenced subscribing to services of Party A, shall belong to and remain with Party A. The right to communicate professionally with the customer without any interference from Party B is hereby lies with Party A.
ARTICLE VII
Termination
1. This agreement supersedes any other formal / informal agreement that were agreed to or signed between both parties.
2. This agreement will be terminated if any breach is found and incapable of remedy by the breached party within an agreed span of time or either party becomes a bankrupt.
3. This agreement can also be terminated in writing by either party giving 30 days' notice to the grieving party,
ARTICLE IIX
Dispute Resolution
The parties will attempt to resolve any dispute arising out of or relating to the Partnership or this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR} procedure.
1. Any controversies or disputes arising out of or relating to this Agreement will be submitted to Arbitration in accordance with any statutory rules of Arbitration in Malaysia.
2. If mediation does not successfully resolve the dispute or is unavailable, the parties may proceed to seek an alternative form of resolution in accordance with any other rights and remedies afforded to them under the Laws of Malaysia.
IN WITNESS WHEREOF, this Agreement has been executed and delivered in the manner prescribed by law as of the Effective Date first written above.
Appendix A
Deal Closed by Partner - 10% from Billing
Referral Fee
Customers Referred - 2% From billing
Signed on behalf of Company
