This Agreement is made the day, month and year as stated in Part 1 of the First Schedule.

BETWEEN

Cuckoo International (MAL) SDN BHD (1102894-H)

AND

The Party whose name and particulars appear in Part 2 of the First Schedule hereto

CUCKOO “NE”

NATURAL EXECUTIVE AGREEMENT

THIS AGREEMENT is made on the day, month and year as stated in Part 1 of the First Schedule.

BETWEEN

Cuckoo International (MAL) SDN BHD (1102894-H), a company incorporated in Malaysia and having
its place of business at A-20-4, Northpoint Offices, Mid Valley City, No.1, Medan Syed Putra Utara,
59200, Kuala Lumpur (herein referred in this Agreement as “Cuckoo”)

AND

The Party whose name and particulars appear in Part 2 of the First Schedule hereto

(herein referred in this Agreement as “Natural Executive”)

Both Cuckoo and the Natural Executive are collectively referred to as the “Parties” and individually as
“Party”)

WHEREAS:

1. Cuckoo is a supplier of various household products and related services and wishes to
engage the Natural Executive to promote and sell its products within the Territory.

2. The Natural Executive agrees to promote and sell the Products in accordance with the
policies and in the manner set by Cuckoo from time to time.

3. The Parties hereby enter into this Agreement in accordance with the terms and conditions
hereinafter contained.

5 DEFINITION

The following terms shall have the following meanings:

5.1 „Agreement‟: means this agreement, including all schedules and annexures together with
any amendments hereto that may be agreed in writing between the Parties after the date
hereof;

5.2 „Business‟: the promotion and sale of the Products;

5.3 „Commencement Date‟: 1 August 2016;

5.4 „Confidential Information‟: all information and/or data (a) belonging to or relating to
Cuckoo, its associates and/or holding companies, its or their businesses, technologies,
trade secrets, inventions, ideas, designs, techniques, finances, distributers, pricing and
costs, business, financial plans, activities, affairs, Products, services, suppliers,
customers or prospective customers; (b) which derives economic value, actual or
potential, from not being generally known to, and not being readily ascertainable by
proper means by, other persons who can obtain economic value from its disclosure or
use; and is the subject of efforts that are reasonable under the circumstances to maintain
its secrecy, as well as (c) that is of value to Cuckoo and is treated as confidential
 (whether in writing, orally or by any other means and whether directly or indirectly); and
(d) the Materials.

5.5 „Remuneration‟: the remuneration in relation to any sale of the Products during the Term,
details of which are set out in Annexure A of this Agreement;

5.6 „Expiry Date‟: the date of expiry of the Term

5.7 „Intellectual Property‟: all trade secrets, copyrights and related rights, trademarks, trade
names and domain names, rights in get-up, goodwill and the right to sue for passing off,
unfair competition rights, rights in designs, rights in computer software, mask work rights,
layout-designs of integrated circuits, patents, rights to inventions, in each case whether
registered or unregistered and including all applications (or rights to apply) for and be
granted, renewals or extensions of, and rights to claim priority from, such rights and other
similar or equivalent intellectual property rights or forms of protection recognized by the
laws of any country and which subsist or will subsist now or in the future in any part of the
world;

5.8 „Location‟: the fixed premises at which the Natural Executive carries on the Business as a
SOHO or otherwise;

5.9 „Materials‟: any and all information and materials, relating to Cuckoo‟s business, business
processes and methods of doing business, given to the Natural Executive from time to
time for any reason, and all copies thereof regardless of form or storage medium,
including, but not limited to, documentation, notes, formulae, components, advertising
materials, drawings, data, flow-charts, plans, specifications, techniques, processes,
algorithms, inventions, prototypes, protocols, contracts, marketing and other financial and
business plans, and includes, without limitation, all Intellectual Property, work product and
all confidential and proprietary information belonging to Cuckoo or so given or designated
by Cuckoo to the Natural Executive;

5.10 „Payment Dates‟: the last business day of each calendar month or such other date as
may be determined by Cuckoo from time to time and it its sole discretion;

5.11 „Price‟: the price of Products in accordance with prices set by Cuckoo‟s in its sole
discretion as may from time to be amended and notified to the Natural Executive at
monthly intervals;

5.12 „Products‟: the products as listed in Annexure B of this Agreement of which such list may
be varied by Cuckoo from time to time at its sole discretion;

5.13 „Rules‟: means the rules and regulations set by Cuckoo which may be supplemented,
amended or varied from time to time at Cuckoo‟s sole discretion, a copy of which is
annexed to this Agreement as Annexure C;

5.14 „Term‟: the period starting on and including the Commencement Date and ending on 31
December 2017 or extended term(s), if any unless earlier determined pursuant to the
terms and conditions of this Agreement or mutually extended; and

5.15 „Territory‟: the territory in which the Natural Executive shall conduct the Business, details
of which are stated in Annexure D of this Agreement as may be amended by Cuckoo
from time to time and in its sole discretion.

6 GRANT AND RESERVATIONS

6.1 Cuckoo grants to the Natural Executive for the Term the non-exclusive right to promote
and sell the Products at the Location in the Territory. For the avoidance of doubt, the
 Natural Executive is not an agent for Cuckoo but an independent contractor engaged for
the sale of the Products.

6.2 The Natural Executive acknowledges, confirms and agrees that Cuckoo shall be entitled
to do the following at any time without the need of consulting the Natural Executive first:

6.2.1 to decline to accept any order received from or through the Natural Executive in
respect of the purchase, supply or installation of any Products;

6.2.2 to appoint any other agent, distributor, salesman and/or Natural Executives in the
Territory;

6.2.3 to vary the specifications and/or the Price of the Products;

6.2.4 to vary, add, or amend in any way the Products as listed in Annexure B of this
Agreement; and.

6.2.5 to vary or amend in any way the Territory as listed in Annexure D of this
Agreement.

7 CUCKOO’S OBLIGATIONS

The Parties agree that Cuckoo‟s obligations include the following:

7.1 Natural Executive

7.1.1 Cuckoo shall provide all necessary and reasonable warranty as may be decided
in its sole discretion for the Products to the customers channeled to Cuckoo
from or through the Natural Executive (“Customers”);

7.1.2 Cuckoo shall provide all necessary skills, expertise and/or transport at the costs
of Cuckoo to install the Products at the Customers‟ premises;

7.2 Support and information

Cuckoo may from time to time and in its sole and absolute discretion support the Natural
Executive in promoting the Business in the following manner:

7.2.1 supply user manuals for the Products;

7.2.2 provide information about the Products and the relevant update in a timely
fashion;

7.2.3 provide courses / trainings in relation to the Products and provide proper
installation and after-sales service at the expense of Cuckoo;

7.2.4 provide exhibitions counters, exhibitions kiosks and/or promotion centers at

designated fixed place of business determined by Cuckoo from time to time at
Cuckoo‟s sole discretion for the Natural Executive to promote the Business and
the sale of the Products at the costs to be mutually agreed upon between the
Parties provided always that the Natural Executive shall follow and adhere to the
instruction of the supervisors (as appointed or nominated by Cuckoo) stationed
at the designated location;

7.2.5 advertising and promoting the Products via from time to time at Cuckoo‟s cost as
and when Cuckoo considers appropriate at the sole discretion and at the costs
of Cuckoo;
7.3 Advertising and promotion

7.3.1 advertise and promote the Products in such manner as may be determined
by Cuckoo from time to time;

7.3.2 make available to the Natural Executive at no charge or at a reasonable price

point-of-sale advertising material for use in the Business determined by
Cuckoo from time to time;

7.3.3 refer to the Natural Executive any inquiries from prospective customer or
other leads in the Territory;

7.3.4 supply to the Natural Executive information which may come into its
possession which may assist the Natural Executive to effect sales for the
Business in the Territory;

7.4 Delivery of Product

Cuckoo shall supply and install for the Customers the Products in accordance with
orders obtained by the Natural Executive subject always that such orders have been
accepted by Cuckoo and shall ensure that such Products:

7.5.1 comply with relevant laws and regulations;

7.5.2 are of merchantable quality;

7.5.3 conform to sample;

7.5.4 are delivered to the Customers‟ premises within reasonable time and that
Cuckoo shall invoice the Customers at the Price; and

7.5.5 are sold in accordance with the usual business terms of Cuckoo, such terms
of which are subject to amendments which shall be notified to the Natural
Executive.

7.5 Payment

To pay :

7.6.1 the Remuneration on or before the Payment Dates; and

7.6.2 any other sum payable by Cuckoo to the Natural Executive pursuant to the
terms and conditions of this Agreement.

7.6 Extension of Term

Cuckoo shall be entitled in its sole and absolute discretion to extend the Term for
further term[s] of one (1) year from the Expiry Date without any break in continuity
provided that:

7.8.1 the Natural Executive has performed the covenants, conditions and
stipulations contained in this Agreement during the Term;

7.8.2 none of the events described in clauses 9.2 to 9.8 has occurred and is
continuing;

7.8.3 the Natural Executive concludes the sale of at least nine (9) units of Products
over a period of three (3) consecutive months during the Term; and

7.8.4 the Natural Executive acknowledges that the terms and conditions of this
Agreement shall apply to any extension of the Term unless Cuckoo shall
require the Natural Executive to execute a new agreement as prescribed by
Cuckoo.
8 THE NATURAL EXECUTIVE’S OBLIGATIONS

The Natural Executive agrees, undertakes and covenants with Cuckoo throughout the Term
the following:

8.1 Diligence

The Natural Executive undertakes to carry out the covenants, conditions and
stipulations contained in this Agreement diligently and with due diligence, including
but not limited to diligently promote and sell the Products and to protect and promote
the interests of Cuckoo.

8.2 Scope of activity and authority

8.2.1 Relationship of Parties

Nothing in this Agreement shall constitute or be deemed to constitute a

partnership between the Parties hereto or constitute or be deemed to
constitute the Natural Executive as agent of Cuckoo for any purpose
whatsoever. The Natural Executive shall have no authority or power to bind
Cuckoo or to contract in the name of or create a liability against Cuckoo, in
any way or for any purpose. The Natural Executive is a merely an
independent contractor for Cuckoo. All sales by the Natural Executive to any
Customers shall be entered with Cuckoo as the installer and vendor
(“Arrangement”). All payment by the Customers made under the
Arrangement shall be paid to Cuckoo subject always that the Arrangement
shall be subject to acceptance by Cuckoo.

8.2.2 Exclusive territory

Not to sell directly or indirectly any of the Products outside the Territory or to
any person in the Territory which the Natural Executive would know or would
have reasons to believe that they would be resold outside the Territory.

8.2.3 Description as Natural Executive

Natural Executive may describe himself as “Natural Executive” to the public.

The Natural Executive shall disclose and represent himself to the public that
they are the independent contractor /retailer for Cuckoo. The Natural
Executive shall not describe himself as an agent or representative of Cuckoo
except as expressly authorised by this Agreement.

8.2.4 No pledge of credit

Not to pledge the credit of Cuckoo in any way.

8.2.5 No credit

Not to extend credit to Customers without the prior written consent of Cuckoo
and sell the Products only in accordance with the terms and conditions of this
Agreement and such terms and conditions as may be imposed by Cuckoo
from time to time.

8.2.6 No profit

Not to make any profit, commission or income other than by means of the
Remuneration or such promotion plan set by Cuckoo from time to time.
 8.2.7 No warranties

Not to make any representations to customers or to give any warranties other

than those contained in any standard terms and conditions of the Products as
laid down by Cuckoo from time to time.

8.3 Diligently to promote

At all times diligently to promote and procure sales of the Products throughout the
Territory by appropriate means including but not limited to attending / participating
trade shows and other sales outlets.

8.4 Prompt payment

To pay promptly:

8.4.1 all sums due to the Customers whether in the form of deposits or refunds for
the Products (if any); and

8.4.2 any sum payable by the Natural Executive to Cuckoo under the terms of this
Agreement.

8.5 Good faith

At all times and in all matters act in good faith with Cuckoo and the Customers.

8.6 Compliance

8.6.1 To obey and adhere to the Rules, Cuckoo‟s policy, orders and instructions in
relation to the conduct of the Business in accordance with the terms and
conditions of this Agreement and as may be imposed or communicated to the
Natural Executive from time to time;

8.6.2 To perform the Natural Executive‟s covenants, conditions and stipulations

under this Agreement in an orderly, professional and businesslike manner;

8.6.3 To comply with all applicable laws, by-laws and requirements of any
government or regulatory authority applicable to the performance of the
covenants, conditions and stipulations under this Agreement by the Natural
Executive.

8.7 Disclosure

To make full disclosure during the Term of all material circumstances, facts and
everything Cuckoo would reasonably want to know including but not limited to the
Customers, the Business, this Agreement and the Natural Executive‟s direct or
indirect participation and interest in such other business or place of profit which is in
competition with Cuckoo.

8.8 Pass on information

8.8.1 To refer to Cuckoo any inquiries from prospective businesses or other leads
outside the Territory;

8.8.2 To supply to Cuckoo information which may come into its possession which
may assist Cuckoo to effect sales or other dealings in respect of the Products
outside the Territory;

8.8.3 To pass on any information which may prejudice the sales of the Products.
8.9 Protection of Intellectual Property

8.9.1 Not to cause or permit to cause anything which may damage or endanger
Cuckoo‟s Intellectual Property or Cuckoo‟s title or interest in such Intellectual
Property or to assist, abet, encourage or allow others to do so.

8.9.2 To notify Cuckoo of any suspected infringement of Cuckoo‟s Intellectual

Property.

8.9.3 To take such reasonable action as Cuckoo shall direct at the expense of
Cuckoo in relation to infringement of Cuckoo‟s Intellectual Property.

8.9.4 To affix such notice to the Products or their packaging or advertising

associated with the Products and/or Business as Cuckoo shall direct.

8.9.5 To compensate Cuckoo for any use by the Natural Executive of Cuckoo‟s
Intellectual Property otherwise than in accordance with this Agreement.

8.9.6 To indemnify Cuckoo for any liability incurred by the Natural Executive arising
from the use or misuse of Cuckoo‟s Intellectual Property otherwise than in
accordance with this Agreement.

8.9.7 On the expiry or termination of this Agreement forthwith to cease the use of
Cuckoo‟s Intellectual Property, unless expressly authorized by Cuckoo in
writing.

8.9.8 Not to apply for or register any of Cuckoo‟s Intellectual Property but to give
Cuckoo at Cuckoo‟s expense any assistance it may require in connection
with the registration of the Intellectual Property in any part of the world and
not to interfere with in any manner nor attempt to prohibit the use or
registration of Cuckoo‟s Intellectual Property or any similar name or
designation by Cuckoo or any such person authorized byCuckoo to register
the same.

8.9.9 Not to tamper with any markings or name plates or labels or other indication
of the source of origin of the Products which may be placed by Cuckoo on the
Products.

8.9.10 Not to use Cuckoo‟s Intellectual Property otherwise than as permitted by this
Agreement.

8.9.11 Not to use any Intellectual Property similar to or capable of being confused
with Cuckoo‟s Intellectual Property.

8.9.12 Not to use Cuckoo‟s Intellectual Property except in accordance with the terms
and conditions of this Agreement and in relation to the Business.

8.9.13 Not to use Cuckoo‟s Intellectual Property or any derivation of it‟s the
same in the Natural Executive‟s trade.

8.9.14 To hold any additional goodwill generated by the Natural Executive for
Cuckoo‟s Intellectual Property or the Business as trustee for Cuckoo.

8.9.15 Not to do, permit or say anything which is likely or intended to damage the
goodwill or reputation of Cuckoo, the Products and Cuckoo‟s Intellectual
Property.
8.10 Secrecy

8.10.1 Not at any time during or after the Term to divulge or allow to be divulged to
any person this Agreement and any Confidential Information of Cuckoo
other than to persons who are authorized by Cuckoo to receive such
Confidential Information.

8.10.2 Not to permit any person to act or assist in the Business until such person
has signed an undertaking to comply with Clause 8.10.1 of this Agreement.

8.11 Sales reports

To supply to Cuckoo, upon request, sales report, returns and any other information
relating to the Business in such detail, manner and form as Cuckoo may reasonably
request from time to time.

8.12 Bank account

To maintain a separate bank account in respect of money received by the Natural

Executive in relation to the Business and to deliver copies of statement relating to the
account to Cuckoo on demand.

8.13 Accounts

To keep accurate and separate records and accounts in respect of the Business and
submit to Cuckoo such records and accounts upon request by Cuckoo.

8.14 Customer list

To keep a list of actual and identified potential Customers and to supply a copy of it to
Cuckoo upon request.

8.15 Inspection of books and premises

To permit Cuckoo or its representatives at all reasonable times to inspect all things
material to the Business and to take copies of any relevant document and for this
purpose to enter any premises used in connection with the Business.

8.16 Sub-Natural Executives

Not to employ, engage or appoint any person to carry out the Business without the
consent of Cuckoo.

8.17 Assignment

Not to assign, charge or otherwise deal with this Agreement in any way without the
consent of Cuckoo.

8.18 Delegation

Not to delegate any duties or obligations arising under this Agreement otherwise
than in accordance with the terms and conditions of this Agreement.

8.19 Grant back

If at any time during the Term the Natural Executive makes or discovers any
improvements to the Products or the marketing of the Products, the Natural Executive
shall forthwith:

8.19.1 provide Cuckoo with all necessary details;

 8.19.2 acknowledge that the property in any such improvement and the right to
obtain any relevant protection belongs to Cuckoo and the Natural Executive
shall have no claims whatsoever in relation to such property and rights; and

8.19.3 to provide such assistance as Cuckoo may reasonably require to obtain the
protection.

8.20 Standard terms

To sell the Products to the Customers based on the Rules and the terms and
conditions as may imposed by Cuckoo from time to time in its sole discretion and not
to take orders from Customers unless the Customers have fully understood,
consented and agreed to such terms.

8.21 Pay expenses

To pay all expenses for and incidental to the carrying on of the Business.

8.22 Not to tamper with Products

Not to tamper with the packaging and label of the Products and the Products itself
and to sell the Products in the same condition in which the Natural Executive receives
them.

8.23 Indemnity

To indemnify and keep indemnified Cuckoo from and against any and all loss damage
or liability (whether criminal or civil) suffered by Cuckoo, its employees, agents,
associates, subsidiaries and/or holding companies howsoever arising including but
not limited to legal fees and costs incurred by Cuckoo resulting from the Natural
Executive‟s breach of the terms and conditions of this Agreement.

9 TERMINATION

This Agreement shall terminate with immediate effect upon occurrence of any of the following:

9.1 Time

On the Expiry Date, unless the term is renewed or extended by Cuckoo at its sole
discretion.

9.2 Low orders

If the Natural Executive fails to conclude the sale of at least nine (9) units of Products
over a period of any three (3) consecutive months during the Term.

9.3 Breach

If the Natural Executive fails to comply with any of the terms and conditions of this
Agreement.

9.4 Insolvency

If the Natural Executive is bankrupt or has committed any act of bankruptcy as

defined under Section 3 of the Bankruptcy Act 1967 or has bankruptcy proceedings
contemplated against him.

9.5 Conduct prejudicial

 If the Natural Executive engages in any conduct, act or omission or aided,
encouraged or abetted such act or omission which is prejudicial or deemed prejudicial
by Cuckoo to the Business, the Products, Cuckoo‟s Intellectual Property and the
reputation of Cuckoo.

9.6 Termination for Convenience

Either Party shall be entitled to give the other Party not less than 30 days‟ prior
written notice without any reason whatsoever to terminate this Agreement.

9.7 Warning Letters

If the Natural Executive has accumulated three (3) warning letters issued by Cuckoo
or Cuckoo‟s appointed natural manager or natural chief manager for breach of the
Rules.

9.8 Crime

If the Natural Executive is convicted of any criminal offence or commits any fraudulent
or dishonest act under the laws of Malaysia.

10 TERMINATION CONSEQUENCES

10.1 Procedure

On the expiry or early termination of this Agreement, the Natural Executive

undertakes:

10.1.1 to dispose of all Products in its possession in accordance with Cuckoo‟s

directions;

10.1.2 to destroy all stationery used in connection with the Business and the
marking and sale of the Products;

10.1.3 to return to Cuckoo or destroy (as may be directed by Cuckoo) all Materials
and Confidential Information;

10.1.4 to sign such notification of cessation of use of any of Cuckoo‟s Intellectual

Property in such manner and form as may be designated by Cuckoo;

10.1.5 to cease and desist the use of any and all of Cuckoo‟s Intellectual Property;

10.1.6 forthwith cease to sell and promote or involve in any dealing in connection
with the Products on the Business in the Territory.

The Natural Executive will execute a deed undertaking and confirming that he has
complied with the obligations above, if requested to do so by Cuckoo.

10.2 Financial consequences

Fourteen (14) days prior to the expiry of the Term or Fourteen (14) days after the
receipt of notice terminating this Agreement or upon termination of this Agreement
with immediate effect in accordance with Clause 9 of this Agreement, the Natural
Executive shall furnish to Cuckoo a complete and accurate account of all transactions
for the Products for such period as may be determined by Cuckoo‟s in its sole
discretion. The Natural Executive shall not later than Seven (7) days from effective
termination of this Agreement pay to Cuckoo any sums due to Cuckoo under this
Agreement, if any.
 10.3 Remuneration on termination

The Natural Executive shall be entitled to Remuneration only in respect of orders

received from or through the Natural Executive to Cuckoo before the date of
termination and not in respect of orders transmitted to Cuckoo after that date of
termination notwithstanding that the Natural Executive may have been responsible in
whole or part for the placing of such orders with Cuckoo.

10.4 Existing rights

The expiry or early termination of this Agreement shall not prejudice any rights which
have already accrued to either of the Parties under this Agreement.

10.5 Restriction

The Natural Executive shall not from the date of termination of this Agreement do any
of the following:

10.5.1 solicit, entice, induce or encourage a Customers or such customers of Cuckoo

to transfer, remove or divert custom away from Cuckoo;

10.5.2 solicit, offer employment to, interfere with or endeavour to entice away from
employment or engagement with Cuckoo (or procure or assist any such
activity regarding) any employee, agent, consultant or contractor of Cuckoo
(collectively, the “Restricted Personnel”), or do any act whereby a Restricted
Personnel is encouraged to terminate their employment or engagement with
Cuckoo; and

10.5.3 use any name likely to cause confusion with it in the minds of members of the
public, for the purposes of a business which competes with any business
carried on by Cuckoo whether by using such name as part of a corporate
name or otherwise;

10.6 Provisions Surviving Termination

Upon termination or expiration of this Agreement, and in addition to any provisions

that expressly provide to survive any termination of this Agreement, the provisions of
this Agreement, including, but not limited to Clauses 8.4, 8.9, 8.10, 8.13, 8.23, 10 and
11.16 of this Agreement shall continue and survive in full force and effect.

11 MISCELLANEOUS

11.1 Warranty

Each of the Parties warrants that it has power to enter into this Agreement.

11.2 Retention of title

11.2.1 Notwithstanding that risk in the Products shall pass to the Natural Executive
upon delivery full legal and equitable title and interest in all and any Products
supplied to the Natural Executive shall remain in Cuckoo and shall not pass
to the Natural Executive until Cuckoo shall have received payment in full of
all amounts due and owing from the Natural Executive to Cuckoo for the time
being (including any interest accruing and owing to Cuckoo) and from time to
time in respect of all such Products and all other goods supplied by Cuckoo
to the Natural Executive at any time.
 11.2.2 During such time as title in the Products remains in Cuckoo the Natural
Executive shall store or otherwise keep the Products in such a way as clearly
to indicate at all times that the Products are owned by Cuckoo and shall not
remove obscure or delete any mark placed on the Products by Cuckoo which
may enable the Products to be identified.

11.3 Reservation of rights

All rights not specifically and expressly granted to the Natural Executive by this
Agreement are reserved to Cuckoo.

11.4 Receipt

The receipt of money by either of the Parties shall not prevent either of them from
questioning the correctness of any statement in respect of such money.

11.5 Force majeure

Except for the payment obligations as stipulated under this Agreement, neither Party
shall be held liable for failure to fulfill its obligations under this Agreement, if such
failure arises out of cause beyond the control of the Party, including without limitation
action or inaction of governmental, civil, or military authority; fire; strike, lockout, or
other labor dispute; flood; war; riot; earthquake; natural disaster; breakdown of public
or common carrier communications facilities; or terrorism. However, a Party who is
prevented from performing by such causes shall promptly notify the other Party of the
reason for non-performance and shall use its best efforts to remedy the failure of
performance as soon as practicable. Either Party shall be entitled to terminate this
Agreement if such force majeure event renders it impossible for either Party to
perform the terms of this Agreement for a continuous period of not less than twelve
(12) calendar months. Provided that this clause shall only have effect at the discretion
of Cuckoo except when such event renders performance impossible for a continuous
period of not less than twelve (12) calendar months.

11.6 Severance

If any provision of this Agreement is declared by any judicial or other competent

authority to be void, voidable, illegal or otherwise unenforceable the Parties shall
amend that provision in such reasonable manner so as to achieve the intention of the
Parties so as to render such clause enforceable or at the discretion of Cuckoo such
provision may be severed from this Agreement subject always that the remaining
provisions of this Agreement shall remain in full force and effect. Cuckoo shall be
entitled to terminate this Agreement by thirty (30) days‟ written notice to the Natural
Executive where Cuckoo decides in its sole and absolute discretion that the clause
which has been rendered void, voidable, illegal or otherwise unenforceable defeats
the original intention of the Parties.

11.7 Whole Agreement

The Natural Executive acknowledges that this Agreement contains the whole
agreement between the Parties and it has not relied upon any oral or written
representation made to it by Cuckoo or its employees and further that the Natural
Executives acknowledges and agrees that he has made his own independent
investigations and judgment into all matters relevant to the Business.

11.8 Supersedes prior agreements

This Agreement supersedes any prior agreement between the Parties whether written
or oral but without prejudice to any rights which have already accrued to either of the
Parties.
11.9 Discretion

Any decision, exercise of discretion, judgment or opinion or approval of any matter

mentioned in this Agreement or arising from it shall only be binding upon Cuckoo if in
writing and shall be at its sole discretion unless otherwise expressly provided in this
Agreement.

11.10 Change of Contact Details

Each of the Parties shall give notice to the other Party of the change of any address
or telephone and facsimile number or email address at the earliest possible
opportunity but in any event within Forty Eight (48) hours of such change.

11.11 Notices

All notices, demands or other communications required or permitted to be given or

made hereunder shall be in writing and delivered personally or sent by prepaid
registered post or by e-mail addressed to the recipient thereof at its address or e-mail
address set out in the Schedule.

Any such notice, demand or communication shall be deemed to have been duly
served or delivered (if given or made by e-mail) immediately provided that the
sender's e-mail service does not indicate an error and the sender does not receive a
notice that the e-mail has bounced back, or (if given or made by letter) three (3) days
after posting and in proving the same it shall be sufficient to show that the envelope
containing the same was duly addressed, stamped and posted or upon actual receipt
by the intended recipient.

11.12 Headings

Headings contained in this Agreement are for reference purposes only and shall not
be deemed to be any indication of the meaning of the clauses and sub-clauses to
which they relate.

11.13 Joint and several

All agreements on the part of either of the Parties which comprises more than one
person or entity shall be joint and several and the neuter singular gender throughout
this Agreement shall include all genders and reference to the Parties shall include
heirs, personal representatives, successors in title and permitted assigns.q

11.14 No partnership

Nothing in this Agreement shall constitute or be deemed to constitute a partnership or

joint venture between the Parties.

11.15 Cuckoo’s right to assign

This Agreement and all rights under it may be assigned or transferred by Cuckoo.

11.16 Governing law and jurisdiction

11.16.1 This Agreement shall in all respects (including, but not limited to, all matters
of interpretation, validity, performance and the consequences of breach) to
be exclusively construed, governed and enforced in accordance with the laws
of Malaysia.

11.16.2 Any proceedings arising out of or in connection with this Agreement shall be
submitted to the non-exclusive jurisdiction of the Courts of Malaysia.
 11.16.3 The submission by the parties to such jurisdiction shall not limit the right of
Cuckoo to commence any proceedings arising out of this Agreement in any
other jurisdiction it may consider appropriate.

11.16.4 Any notice of proceedings or other notices in connection with or which would
give effect to any such proceedings is without prejudice to any other method
of service by served on any party in accordance with clause 11.11.

11.17 Rights cumulative

All rights granted to either of the parties shall be cumulative and no exercise by either
of the Parties of any right under this Agreement shall restrict or prejudice the exercise
of any other right granted by this Agreement or otherwise available to it

11.18 Survival of terms

No term shall survive expiry or termination of this Agreement unless expressly

provided

11.19 Waiver

The failure by Cuckoo to enforce at any time or for any period any one or more of the
terms or conditions of this Agreement shall not be a waiver of them or of the right at
any time subsequently to enforce all terms and conditions of this Agreement

11.20 Costs

Each of the Parties shall bear their respective costs and expenses incurred by it in
connection with the preparation and execution of this Agreement
IN WITNESS WHEREOF the Parties have hereunto set their hands on the date herein before
mentioned.

Signed for and on behalf of

Cuckoo International (MAL) Sdn Bhd

(Company No. 1102894-H)

) ………………………………………………………………….

) Name : Hoe Kian Choon

) Designation : CEO

In the presence of:

) …………………………………………………………………

) Name : Tan Yu Liang

) Designation : Senior Manager

Signed for and on behalf of

Natural Executive

) ………………………………………………………………….

) Name :

) NRIC :

In the presence of:

) …………………………………………………………………

) Name :

) Designation :
 FIRST SCHEDULE

(to be taken read and construed as an essential part of this Agreement)

1 Date of this Agreement

2 Particulars of the Natural Executive Name:

NRIC No.:

Residential Address:

Phone (Fixed Line):

Mobile Phone:

Email:
 ANNEXURE A
(NATURAL EXECUTIVE REMUNERATION SCHEME)
(to be taken read and construed as an essential part of this Agreement)

1. Outright Sales Commission Scheme (Note: unit count includes rice cooker and AP):

< 10 Unit of Products per Month >= 10 Unit of Products per Month

35% of PSV 45% of PSV

2. Rental Commission : 1 month rental fees /Unit Net sales (Note: commission will be
calculated based on the rental payment made by the Customers.)

3. Incentive (whichever higher):

Net Units >= 5 >= 10 >= 20 >= 30 >= 40 >= 50 >= 80 >= 100
Rewards 175 750 1,250 2,000 2,750 3,750 6,250 7,500
PSV
RM 700 3,000 5,000 8,000 11,000 15,000 25,000 30,000

(Note: RC rental will be counted as 0.5 unit.)

4. Periodical Awards :

Title Placing Awards PSV Awards (RM) Minimum Sales

Quantity
Monthly 1 250 1,000 >= 10 Units
2 180 700
3~5 130 500
Quarterly 1 380 1,500 >= 30 Units
2 250 1,000
3 180 700
Yearly 1 1,250 5,000 >= 120 Units
2 1,000 4,000
3 750 3,000

* In the event of a tie in quantity of net sales, the winner will be determined based on the total PSV.

5. Other Incentives

The Natural Executive may be entitled to special or additional incentive as determined by

Cuckoo from time to time.
 ANNEXURE B

[THE PRODUCTS)

Water Purifier

Product Country RP Local Currency PSV (USD)

Epic Malaysia 2,438.00 175
Brunei 860.00 175
Singapore 856.00 175
Philippine 25,760.00 175
Fusion Top Malaysia 3,392.00 250
Brunei 1,250.00 250
Singapore 1,284.00 250
Philippine 39,200.00 250
Fusion Stand Malaysia 4,028.00 287
Brunei 1,480.00 287
Singapore Not Available Not Available
Philippine 44,800.00 287
Icon Malaysia 4,452.00 325
Brunei 1,630.00 325
Singapore 1,605.00 325
Philippine 49,280.00 325
Jazz Malaysia 4,999.00 375
Brunei 1,850.00 375
Singapore 1,819.00 375
Philippine Not Available Not Available
Deluxe Malaysia 4,500.00 312.5
Brunei 1,650.00 312.5
Singapore 1,712.00 312.5
Philippine 56,000.00 312.5
Non Water Purifier Product

Product Country RP Local Currency PSV (USD)

B-Model Malaysia 2,988.00 100
Brunei 1,100.00 100
Singapore 1,070.00 100
Philippine 33,600.00 100
HN10 Malaysia 2,650.00
Brunei 970.00
Singapore Not Available Not Available
Philippine TBC TBC
M10 Malaysia 1,500.00
Brunei 550.00
Singapore Not Available Not Available
Philippine TBC TBC
 ANNEXURE C

[THE RULES AND REGULATION]

(to be taken read and construed as an essential part of this Agreement)

Operation Rules
• attend at least 2 meetings every week as arranged by Cuckoo or Cuckoo‟s appointed natural
manager or natural chief manager.
• attend a minimum 4 hour monthly training as arranged by Cuckoo or Cuckoo‟s appointed
natural manager or natural chief manager.
• conclude the sale of not less than nine (9) units of Products over a period of three (3)
consecutive months during the Term
Principle Rules
• In any situation price undercutting is strictly prohibited
• Faking or manipulating any Customers‟ information/documents is serious misconduct
• Faking or manipulating of the Natural Executive‟s sales figure/collection or the sales
figure/collection of other natural executives appointed by Cuckoo is considered serious
misconduct
• Natural Executive shall not sell, promote or participate in any way in the sale or promotion of
any item or product or equipment or service other than the sale and promotion of the Products
and such other items or services as may be allowed by Cuckoo from time to time.
• Natural Executive shall not be engaged or be concerned or undertake or be interested in
(whether directly or indirectly) any other business or occupation other than the Business
 ANNEXURE D
(THE TERRITORY)
(to be taken read and construed as an essential part of this Agreement)

1. Malaysia

2. Republic of Singapore

3. Brunei Darussalam; and

4. Republic of Philippines.