Marketing Agent Agreement

MARKETING AGENT AGREEMENT
This marketing agent agreement (“agreement”) is entered into on the ______ of 2021
BY AND BETWEEN
Agensi Pekerjaan KAMI Innovasi Sdn. Bhd. (“APKI”) (Company No. 814170-X), a company
incorporated in Malaysia which has its principal place of business at No. 5-2, Jalan Kasturi 1,
Plaza Kasturi, Off Jalan Balakong, Batu 11, 43200 Cheras, Selangor (the “Company”)
AND
{Name of agent} an individual bearing identification card no. _________ whose address is
_________ (the “Agent”), both of whom agree to be bound by this agreement.
1. RECITALS
a. APKI is a Company licensed by Jabatan Tenaga Kerja, specialising in quality
manpower recruitment and placement services that support organisations with
their manpower needs. The Company desires to appoint an Agent for the marketing
of the Company’s services.
b. Agent agrees to accept such appointment and to perform all the provisions of this
agreement.
Now, therefore, in consideration of the mutual covenants and promises made by the parties
hereto, the Company and the Agent (individually each a “Party” and collectively, the
“Parties”) hereby agree as follows:
2. ASSIGNMENT OF RIGHT
With certain limitations stated herein, the Company hereby authorises the Agent the
right to market and offer for sale the Services provided by the Company according to
the terms and limitations stated in this Agency Agreement.
a. The Agent shall only market and offer services within the territory, as advised by the
Company from time to time or as defined in this Agreement.
b. The Company reserves the right to add to or to subtract from the list of Services or
products authorised with sufficient notice to the Agent.
3. TERRITORY
The agent shall be authorised to market the Services in Malaysia (the “Territory”).
4. DURATION
The term of the agency created shall be from _____ to ______ unless sooner
terminated.
5. RELATIONSHIP
The relationship of the Parties under this Agreement shall be, and shall at all times
remain, one of independent contractors and not that of employer and employee,
franchisor and franchisee or joint ventures. This agreement doe not establish or
constitute the Agent as the Company’s representative or agent for any other purpose
other than the solicitation of orders for Services permitted hereunder. The Agent is not
authorised to accept contractually orders or make contracts in Company’s name, or to
transact any business in the name of Company, or to assume or create any obligation or
responsibility binding upon the Company in any matter whatsoever, unless the Agent
has prior specific written consent from an authorised officer of the rank of Director.
(please confirm rank)
6. TRADEMARK RIGHTS
The Agent agrees and acknowledges the following with regard to the Company’s
trademark:
a. The Company is the sole and exclusive owner to all right, title and interest in or to
any other trademarks associated with the Company which the Agent may utilise in
performing the Services herein.
b. The Company hereby grants the Agent a non-exclusive, non-transferable, revocable
right to use the Company Trademarks as necessary to market and offer for sale of
the Services within the Territory for the duration of this Agreement and subject to
the limitations stated within this Agreement.
7. AGENT RESPONSIBILITIES
In marketing and offering the Services for sale in Territory, the Agent shall:
a. Act with diligence, devoting reasonable time and effort to fulfil the duties described
herein;
b. Maintain reasonable technical and practical knowledge with regard to the Services;
c. Utilise promotional materials provided to the Agent by the Company for the
purpose of marketing and selling the Services.
d. Promptly respond to all communications by customers and the Company regarding
the Services;
e. Reasonably assist the Company with regard to any and all collection matters upon
request by the Company;
f. Prepare and maintain any reports and documentation, as requested by the
Company; and
g. Agree to keep confidential such information as Company may from time to time
impart to Agent regarding Company’s business affairs and customers. Agent will not,
in whole or in part, now or at any time disclose such information.
8. COMPLIANCE WITH LAWS

The Agent will comply and abide by all laws, ordinances or governmental rules or
regulations, including but not limited to (CONDITIONS IN OUR LICENSE) as per attached
in Appendix A – copy of license to be provided to me.
9. COMMISSION
Agent’s commission on marketing/sales made pursuant to this Agreement shall be as
follows:
a. The Company shall pay the Agent a commission. The said commission amount will
be agreed upon mutually, based on market rate. Market rates will depend on the
following:
i. The current policy of Authorities, whether Government or otherwise (during
the relevant period in question);
ii. Different sectors;
iii. Any imposition of any form of taxes and/or charges by the local government
and/or any other related ministries to the services involved.
b. Should the Partied terminate this Agreement for any reason, the Company shall pay
the Agent only for sales of the Services made prior to the termination date.
c. In the event that the Agent receives commission payments for orders that are
subsequently refunded, charged back or the Company otherwise fails to realise the
income from such a sale, the Agent shall offset any future commissions paid by the
amount by which the commissions actually paid would be reduced if the sales
associated with income the Company failed to realise, were never completed.
d. Any commission to be received under this Agreement shall not be credited to the
Agent’s account/paid to the Agent, until the Client has made full settlement with the
Company. If settlement is made in part, Company may withhold payment of the
commission in whole or in part until full settlement for Services is made.
e. Company shall have the right to determine, in any dispute arising between agent
and any other sales Agent of Company, the right to commission on any sale and
Agent shall abide by and be bound by Company’s decision.
f. All claims for commission are to be made within __ months from the date of
termination of this Agreement. Failure to do so will entitle the Company to deem
that Agent has waived his/her claims for commission.
10. NON-COMPETING INTERESTS

Agent, having agreed to devote one’s whole time to Company’s business, shall not deal
or market another placement and recruitment company’s business (whose products
and services are similar to the Company’s Services) on Agent’s own account in any way,
directly or indirectly, during the continuance of this Agreement.
11. CONFIDENTIALITY
a. The Agent shall not do the following:
i. Disclose to any third party any details regarding the Company’s business,
including, without limitation, any information regarding any of the
Company’s customer information, business plans or prices (the “Confidential
Information”);
ii. Make copies of any Confidential Information or any content based on the
concepts contained within the Confidential Information for personal use or
for distribution unless requested to do so by the Company; or
iii. Use Confidential Information other than solely for the benefit of the
Company.
b. Immediately upon termination of the relationship between the Company and the
Agent, the Agent shall return to the Company any documents/properties pertaining
to the Company’s business or any of its trade secrets which were in the Agent’s
possession.
12. TERM AND TERMINATION

a. This Agreement shall commence upon the date of execution and continue until
either Party terminates this Agreement in writing.
b. Upon such termination, the Agent shall cease marketing and offering business for
the Company and shall continue to abide by the obligation to refrain from sharing
with any third party any of the Company’s Confidential Information.
c. Until and unless this agreement has been renewed/extended, Agent is disallowed
from claiming that he is still affiliated with the Company.
13. INDEMNIFICATION
The Agent agrees to indemnify, defend and protect the Company from and against all
lawsuits and costs of every kind pertaining to any violation of law, this Agreement or
the rights of any third party by the Agent while acting pursuant to this Agreement. Such
costs include but are not limited to reasonable legal fees.
14. NO MODIFICATION UNLESS IN WRITING

No modification of this Agreement shall be deemed valid unless in writing and agreed
upon by both Parties.
15. APPLICABLE LAW

This Agreement and the interpretation of its terms shall be governed by and construed
in accordance with the laws of the State of Wilayah Persekutuan Kuala Lumpur and
subject to the exclusive jurisdiction of the federal and state courts located in _____
IN WITNESS WHEREOF, by execution of the parties below, this Service-level Agreement

will form a part of the Contract.

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MARKETING AGENT AGREEMENT

8. COMPLIANCE WITH LAWS

10. NON-COMPETING INTERESTS

12. TERM AND TERMINATION

14. NO MODIFICATION UNLESS IN WRITING

15. APPLICABLE LAW

IN WITNESS WHEREOF, by execution of the parties below, this Service-level Agreement

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