SERVICES AGREEMENT

THIS SERVICES AGREEMENT (“Agreement”) is made on 5 July 2023

BETWEEN

QI SERVICES (M) SDN BHD (Company No.: 623957-M), a company incorporated under the laws of
Malaysia with its office address at Block C, Qi Tower, PJ8, No.23, Jalan Barat, Section 8, 46050
Petaling Jaya, Selangor (“the Client”) of the first part;

AND
AZARI MOHD RASHID (NRIC: 800219-04-5373), a Malaysian citizen with residence address at No 50,
Jalan Pegaga, Section U12/4, Desa Alam, 40170 Shah Alam, Selangor (“the Vendor”) of the second
part.

[The Client and the Vendor shall also be referred to individually as the “Party” and collectively as the
“Parties”.]

WHEREAS:

A. The Client is desirous to engage the Vendor to provide advisory services and support related to
exhibition booth and planning, and the Vendor agrees to provide the Services set out in Clause 2
and 3 of this Agreement to the Client.

B. The Client agrees to pay the Vendor a fee set out in Clause 6 for the Services provided by the
Vendor.

C. Pursuant to the appointment of the Vendor to provide services as set out in Clause 2 and 3 of
this Agreement, the Parties are entering into this Agreement to regulate their working
relationship as set out in accordance to the terms and conditions of this Agreement.

NOW THEREFORE, the Parties have agreed as follows:

Definitions and Interpretations

1. In this Agreement, the following words and expressions shall have the meaning stated
opposite thereto:

‘Confidential Information’ All information of any kind, whether communicated

verbally, in printed or electronic form, including, without
limitation date know-how and information relating to
either Party’s (or its respective holding, related or
subsidiary companies’) business, marketing strategies,
financial condition and operations whether or not
labelled or described as “Confidential” and submitted by
one Party to the other, whether before or after the
Agreement Date, for the purposes relating to this
 Agreement.

‘Contract Period’ the contract period of this Agreement as defined in

Clause 7.

‘RM’ Ringgit Malaysia, the lawful currency of Malaysia.

means the services to be provided by the Vendor to the

‘Services’ Client under this Agreement, which is more particularly
detailed in Clause 2 and 3 hereto.

‘Service Fees’ means the fees or charges payable by the Client to the
Vendor for the provision of the Services, as stated in
Clause 2 and 3 hereto.

2. Services to be Provided by Vendor. The Vendor will deliver Services in accordance with any
deadlines agreed upon by both Client and Vendor and in a form satisfactory to Client.

3. Description of Work and Services

The position is responsible for analyzing booth schematics, measurements, and floor plans,
participate in supplier selection meetings, recommend suitable suppliers, and advise on
best practices. Liaise frequently with suppliers to ensure timely, budget-friendly booth
preparation.

4. Responsibilities and Accountabilities of the Vendor

a) Analyze the schematics of the booths, measurements, and floor plans. 
b) Participate in the booth supplier selection meetings (with QNET event staff and
management) to decide which supplier to engage and on what basis.
c) Recommend appropriate suppliers based on a wealth of experience and contacts.
d) Participate in weekly calls with QNET event staff and QNET management and advise on
best practices regarding exhibition booth costs, design, and fabrication.
e) Along with a QNET event staff member, liaise frequently with exhibition booth supplier(s)
to ensure all booths are prepared on time, on budget, and as committed to by the
suppliers.
f) Supervise and manage the suppliers while on-premises in Penang (3-8 September 2023)
g) Advise the areas of possibility for sustainability aspects at the event in Penang while
keeping costs as low as possible. Advise management on the quick/easy wins that are
measurable.

5. Frequency of Service. The Vendor acknowledges that this is a five-day workweek, i.e
Monday to Friday per month work arrangement. Public holidays in Malaysia will be granted
as an off day on a case-to-case basis.

6. Compensation. The Client agrees to pay Vendor a fixed rate of RM8,000.00 equivalent
per month for services as set out in Clause 2 and 3 of this Agreement.
7. Contract Period and Termination. This Agreement will commence from 15 July 2023 until
9 September 2023, unless otherwise terminated in accordance with this Agreement or
subject to any extension to the Agreement are to be agreed between the Parties. Either
party may terminate this Agreement at any time for any or no reason, effective upon thirty
(30) days written notice.

7.1 Either Party may terminate this Agreement:

(a) in the event the other Party has committed a breach of any term of this
Agreement, and has failed to rectify such breach (if capable of rectification)
within fourteen (14) days after receipt of a written notice from the other
Party to rectify the breach; or

(b) immediately in the event the other Party has ceased to carry on its business,
has entered any composition or arrangement with its creditors, or has a
receiver appointed over any of its assets, or has become the subject of any
winding up/bankruptcy order.

7.2 Upon termination of this Agreement for any reasons whatsoever:

(a) any outstanding sum payable by the Client under this Agreement shall
become immediately payable to the Vendor;

(b) the provisions of Confidentiality in Clause 9 of this Agreement or any other

provisions which are intended to survive the termination of this Agreement
shall continue in force in accordance with their respective terms;

(c) all obligations of the Vendor under this Agreement shall cease; and

(d) subject as otherwise provided in this Agreement and to any rights or

obligations which have accrued prior to termination, neither Party shall have
any further obligations to the other under this Agreement.

8. Return of Company Assets. Upon the expiration without renewal or termination of this
agreement, the Vendor will, on or before a date agreed upon by both parties, return the
Company’s assets in possession to the nominated representative of the Client.

9. Confidentiality. The Vendor acknowledges that he/she may be furnished or may otherwise
receive or have access to information which relates to the Client’s past, present or future
products, vendor lists and partner contracts, customer database, and other proprietary
information which gives the Client an opportunity to acquire an advantage over its
competitors who do not know or use it (the "Proprietary Information"). The Vendor agrees
to preserve and protect the confidentiality of the Proprietary Information. In addition,
Vendor shall not disclose or disseminate the Proprietary Information to any third party,
whether directly or indirectly. This Clause shall survive expiry or termination of this
 Agreement.

10. Force Majeure. The parties hereto shall in no way be held responsible and/or liable to one
another for non-performance, delay or deficiency in the performance of their respective
obligations under this Agreement as a result of acts of God, perils of the sea or air, fire,
flood, drought, explosion, strikes, wars, incidents, riots, natural calamities, civil commotion
including acts of local government and parliamentary authority, disruption of
communication, epidemic, pandemic and endemic, or other causes beyond their reasonable
control.

10.1 If the Force Majeure in question prevails for a continuous period more than two (2)
months, either Party shall be entitled to terminate this Agreement by a notice in
writing given to the other Party.

11. Indemnity. The Vendor shall indemnify the Client on an actual indemnity basis absolutely
against any losses, damages, injury (including disease and/or death), costs, expenses,
claims, demands, suits, actions, proceedings, orders, or judgments whatsoever arising out
of or in respect to any act, omission, negligence, and error by the Vendor, or pursuant to
any breach by the Vendor of any terms of this Agreement. This Clause shall survive the
expiry or termination of this Agreement for whatsoever reasons and shall continue to have
full force and effect.

12. Assignment and Ownership of Intellectual Property. Vendor expressly acknowledges that
the Services contributed by the Vendor, and the Vendor’s services hereunder, are being
specially ordered and commissioned by Client. The parties acknowledge that any Services
contributed by Vendor hereunder shall be considered works made for the Client. Client
shall be the sole and exclusive owner of all rights and title in and to the results and
proceeds of Vendor’s contributions hereunder, at whatever stage of completion. Client shall
have the right to copyright the Services in its own name as author and proprietor thereof,
to publish the Service, in any tangible medium of expression, now known or later
developed, including without limitation the rights to archive, edit, repurpose, or revise any
Service in any manner as Client sees fit.

13. Dispute Resolution. Any dispute, controversy, claim, or difference arising out of it in
connection with this Agreement, including any question relating to its interpretation,
breach, termination, or validity shall first be resolved amicably, as far as possible, by mutual
negotiation. Failing which, such disputes shall then be referred to the courts of Kuala
Lumpur, Malaysia.

14. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of Malaysia. The Parties agree to submit to the jurisdiction of the
courts of Malaysia at Kuala Lumpur with respect to any and all disputes arising out of or in
connection with this Agreement.

15. Amendments. This Agreement may at any time be varied and amended by mutual written
consent of the Parties by means of a mutual exchange of letters or such other documents
and means as the Parties may agree, and the relevant provisions of this Agreement shall be
 deemed to have been amended or varied accordingly as at the date thereof.

16. Waiver. No forbearance, delay, or indulgence by either Party in enforcing the provisions of
this Agreement shall prejudice or restrict that Party’s rights nor shall any waiver of its rights
operate as a waiver of any subsequent breach.

17. Assignment/ Subcontracting: Vendor shall not assign or novate this Agreement or any part
thereof or subcontract any part of the Services to any other party without the prior written
consent of the Client.

18. Notices. All notices and communications between the Vendor and Client under this
Agreement shall be in writing and addressed to the recipient at the address set forth below
(or such other address as may be notified by the recipient in writing from time to time), and
shall be deemed given (i) upon delivery, if delivered in person, (ii) three (3) business days
after posting, if sent by courier or registered mail, or (iii) one (1) business day after
transmission, if sent by facsimile, email or other instantaneous mode of communication.

For Client: QI Services (M) Sdn Bhd

Qi Tower, PJ8,
No.23, Jalan Barat, Section 8,
46050 Petaling Jaya, Selangor.
Attn : Raymond Sagaram
Email : [email protected]

For Vendor: AZARI MOHD RASHID

No 50, Jalan Pegaga, Section U12/4, Desa Alam, 40170 Shah Alam, Selangor.
Email : [email protected]
Tel No : 012-324 1474

19. Delivery of the completed services is due within the timeframe determined and agreed to
by the Client and Vendor hereto. Both Client and Vendor agree to the clauses defined
hereto.

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first above
written.

Qi Services (M) Sdn. Bhd.

Signed on behalf of the Client

by its duly authorised representative(s)
in the presence of:
….………………………………………………..
Name: Kho Ngek Boey
Designation: Chief Executive Officer
……………………………………………..
(Signature of Witness)
Name:
NRIC No.:

Signed by the Vendor

in the presence of:

...............………..…...................................
Name : AZARI MOHD RASHID
(NRIC No. : 800219-04-5373)

…………………………………………
(Signature of Witness)
Name:
NRIC No.: