SERVICE AGREEMENT
BETWEEN:
TECNOCHANNEL TECHNOLOGIES SDN BHD
Xxxxx X Xxxx X X000 / 000
Xxxxxx Damansara 1
No 9 Xxxxx 00/00
Xxx Xxxxx Xxxxxxxxx
00000 Xxxxxxxx Xxxx
hereinafter referred as "TecnoChannel"
AND
UNILEVER (MALAYSIA) HOLDING X/X
00, Xxxxx Xxxxxxx
X.X.Xxx 00000
00000 Xxxxx Xxxxxx
hereinafter referred to as "Unilever"
WHEREAS
The parties hereby agree that TecnoChannel shall be appointed by Unilever to
develop and maintain a website on the Internet ("the Website") and to conduct
e-commerce by selling Unilever products ("the Products").
WHEREBY THE PARTIES AGREE as follows:
1. TERM OF AGREEMENT
The term of this agreement shall commence on 2 January 1999 for the period
of 1 (one) year. This Agreement shall be deemed to continue to be in force
on a yearly basis unless either party gives to the party not less than 90
days notice of termination in writing.
2. CONDITION PRECEDENT
TecnoChannel hereby represents to have obtained and to be in possession of
all Government approvals, licenses and permits required for TecnoChannel to
carry out its functions and obligations as set forth in this Agreement and
that the said licenses and approvals continue to be existing and valid
during the continuance of this Agreement.
3. SERVICE OBLIGATIONS BY TECNOCHANNEL
TecnoChannel shall:
a. introduce the Products onto the Website and to conduct e-commerce on
behalf of Unilever;
b. create and ensure that the Website is updated from time to time with
the latest information from Unilever in respect of the Products;
c. use its best endeavor to ensure that the Website is well designed to
attract consumers and enhance Unilever products;
d. record and administer all responses from the customers which will form
a database ("the Customer Database"). The ownership and copyright of
the Consumer Database shall belong to UNILEVER (MALAYSIA) HOLDINGS SDN
BHD;
e. furnish to Unilever the Customer Database whenever requested by
Unilever;
f. respond to all orders from the consumers by raising Purchase Orders,
sending the Purchase Orders to Unilever, collect the Products from
Unilever central distribution centre in Shah Alam (Mayne Xxxxxxxx
Logistics) and deliver the Products to the consumers after order has
been taken;
g. use its best ability to deliver the Products to the consumer within 14
days from the date the order was made by the consumers in the Website;
h. TecnoChannel shall comply strictly with the Company's technical
instructions with regard to the handling of the Products;
i. TecnoChannel shall distribute the Products in accordance with all the
terms and conditions herein contained and shall not be entitled to
charge any form of fee on the Company;
j. shall ensure that Unilever is allowed to include any form of
questionnaires in the Websites.
4. PRICE
(a) Unilever shall reserve the right to determine the price of the
Products (RCP) featured in the Website and to change any of its product
pricing.
(b) Unilever will sell to Tecnochannel at [***] . The xxxx-up
aforementioned may be varied from time to time depending on
circumstances with mutual consent of both parties.
5. EXCLUSIVITY
(a) Tecnochannel undertakes that it shall not during the continuance of
this Agreement, deal, trade or produce whether directly or through
third parties any of the products which are alike or similar to or
which perform the same or a similar function to or might otherwise
compete or interfere with the sales of the Products.
(b) Tecnochannel shall not during the continuance of this Agreement enter
into any other similar agreements with any direct competitors of
Unilever inclusive but not limited to Colgate, Xxxxxxx & Xxxxxx, Xxx
Soon, Kao, Southern Lion, Tohtonku, Unza, Zaitun & Loreal.
[***] Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
6. AGENT/ REPRESENTATIVE
It is specifically understood and agreed that this Agreement does not
constitute TecnoChannel as the agent or legal representative of the Company
for any purpose whatsoever. Accordingly, TecnoChannel has no authority to
assume or to create any obligation on behalf of or in the name of the
Company.
7. CONFIDENTIALITY
TecnoChannel shall keep this Agreement confidential and shall not disclose
to any third parties or employees regarding the Company, its Products and
its business.
8. TERMINATION
Either party may terminate this Agreement by giving the other party 90 days
notice in writing.
9. NON-ASSIGNABILITY
TecnoChannel shall not assign or sub-contract any rights or obligations
under this Agreement in whole or in part to any third party without prior
consent from Unilever.
10. BINDING ON SUCCESSORS
This Agreement shall be binding on the successors in title and the
permitted assigns of the Parties hereto.
In witness whereof the parties hereto set their hands the day and above written.
Signed by: /s/ Xxx Xxxx Poh ]
---------------------------
Xxx Xxxx Poh
FOR AND BEHALF OF UNILEVER (MALAYSIA) HOLDINGS ]
SDN BHD ]
In presence of: /s/ Garu Tan Sim Huan ]
---------------------------
Garu Tan Sim Huan
Signed by: /s/ illegible
---------------------------
FOR AND BEHALF OF TECNOCHANNEL TECHNOLOGIES SDN BHD]
Company's chop: ]
---------------------------
I/C No : ]
---------------------------
In the presence of: /s/ illegible
-----------------------------------
