COLLABORATION AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into on the date set out in item 1 of Schedule 1
hereto by and between:

1 PT adidas Indonesia, a limited liability company duly established and existing under the laws of the
Republic of Indonesia, with its registered office at Gd. Mid Plaza 2 Lt. 5, Jl. Jend. Sudirman Kav. 10-
11, Kel. Karet Tengsin, Kec. Tanah Abang, Jakarta Pusat (“adidas”); and

2 The entity identified in item 2 of Schb edule 1 (“Company”)

collectively the “Parties” and individually, a “Party”.

WHEREAS:

(a) adidas is part of the adidas Group, whose main business activity consists of the development and sale of
sporting and fashion goods, apparel, footwear and other products.

(b) The Company’s business is as set out in item 2 of Schedule 1.

(c) Parties wish to enter into a collaboration with each other, on the terms and conditions of this
Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In the Agreement, the following words and phrases shall have the meanings hereby assigned to them
except where the context otherwise requires:

adidas Group means adidas AG and its subsidiaries from time to time which shall include adidas and
any of its Affiliates.

adidas Material means:

(a) all material provided by adidas to the Company for the purposes of, or otherwise in
connection with the Collaboration, including but not limited to products, samples, books,
stationery, athlete and product images, adidas Group presentations (including PowerPoint
templates), transparencies, stock, library and other archival material; and

(b) Customer Data.

adidas’ Obligations has the meaning set out in item 8 of Schedule 1.

Affiliate means, in relation to a person or entity (for the purposes of this definition, a “party”), any
other entity: (i) which is directly or indirectly controlling that party; (ii) which is under the same direct
or indirect ownership or control as that party; or (iii) which is directly or indirectly owned or controlled
by that party. For these purposes, an entity shall be treated as being controlled by another if that other
entity has 50% (fifty percent) or more of the voting rights in such an entity, is able to direct its affairs
and/or to control the composition of its board of directors or equivalent body.

Authorised Representatives means the persons authorized by a Party to bind that Party.

Business Day means a day (other than a Saturday, Sunday or gazetted public holiday) on which
commercial banks are open for business in Indonesia.
 Collaboration has the meaning set out in item 6 of Schedule 1.

Company’s Obligations has the meaning set out in item 7 of Schedule 1.

Confidential Information means the existence and contents of this Agreement, any benefits to be
received or obligation to be performed by either Party under this Agreement and all information, data
or knowledge in any form (including Intellectual Property Rights, Customer Data, trade secrets, know-
how, source codes, documentation, formulae, technology information) disclosed by the Disclosing
Party to the Receiving Party (whether marked confidential or otherwise) but does not include
information which:

(a) is or becomes part of the public domain through no act, failure to act or default of the
Receiving Party or any person associated with, or who received that information from or as
a consequence of disclosure by, the Receiving Party;

(b) is disclosed to the Receiving Party by a third party lawfully in possession of such
information and who is under no obligation to maintain such information in confidence; or

(c) can be shown from the Receiving Party's written records was in its possession prior to
receipt by, disclosure to or discovery by the Disclosing Party.

Where the Disclosing Party is adidas, Confidential Information shall also include the adidas Material.

Customer Data means any data, information, compilation or list containing Personal Data or other
details in relation to consumers (including adidas customers, members of adidas Group websites and
entrants in trade promotions conducted by or on behalf of adidas):

(a) which is, or is intended to be collected, stored or processed by the Company for or on behalf
of adidas under this Agreement; or

(b) otherwise generated, compiled, arranged, migrated or developed as part of the Collaboration
or otherwise under or in connection with this Agreement.

Data Breach means any “failure of Personal Data Protection” as the phrase is defined and / or used in
the Law No. 27 of 2022 on Personal Data Protection, and shall include but is not limited to any
unauthorised access to, or unauthorised disclosure, collection, use, copying, modification or disposal
of, Personal Data collected, used, disclosed or otherwise handled by or behalf of a Party under or in
connection with this agreement, or any such Personal Data is lost.

Disclosing Party means a Party who is disclosing Confidential Information and/or Personal Data to the
Receiving Party.

Commencement Date means the date specified in Item 3 of Schedule 1.

Consideration has the meaning set out in Item 9 of Schedule 1.

Existing Material means Material, other than New Material or adidas Material, that is:

(a) incorporated in New Material for the purposes of the Collaboration; or

(b) supplied or required to be supplied by a Party under this Agreement.

Expiry Date means the date specified in Item 4 of Schedule 1.

Force Majeure Event means any event or circumstance beyond a Party’s control and which could not
have been prevented or avoided by the exercise of reasonable foresight, diligence and care on the part
of that Party and shall, to the extent the following acts, events and conditions fall within the foregoing
limitations, include but not be limited to, acts of God, acts of civil or military authority, war, national
emergency, hostilities, insurgency, terrorism, civil commotion or riots, accident, fire, lightning,
equipment failure, computer or software malfunction, electrical power failures, faults, interruption or

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 disruption of the equipment or network of any third party, epidemics, pandemics, requirements of any
governmental or regulatory authority, earthquakes, storms, typhoons, floods, network outages,
industrial action by workmen, strikes, lockouts, labour or industrial disputes, or otherwise those events
which are outside the reasonable control of or is not reasonably foreseeable by any Party, or effects of any
of the aforementioned, provided and to the extent that any of the same are not due to any act, omission,
refusal, breach, default, or neglect on the part of the affected Party.

Indemnifying Party has the meaning set out in Clause 9.1 of this Agreement.

Indemnified Party has the meaning set out in Clause 9.1 of this Agreement.

Intellectual Property Rights includes any and all intellectual and industrial property rights throughout
the world, whether subsisting now or in the future, including rights of any kind in:

(a) inventions, discoveries and novel designs, whether or not registered or registrable as patents,
innovation patents or designs, including developments or improvements of equipment, technology,
processes, methods or techniques;

(b) literary works, dramatic works, musical works, artistic works, cinematograph films, television
broadcasts, sound broadcasts, published editions of works and any other subject matter in which
copyright (including future copyright and rights in the nature of or analogous to copyright) may, or
may upon creation of the subject matter, subsist anywhere in the world;

(c) moral rights and database rights;

(d) registered and unregistered trade marks and service marks, including goodwill in the business
concerned in the relevant goods and/or services;

(e) trade, business or company names;

(f) confidential information or other proprietary information, technical data, trade secrets and know
how; and

(g) internet domain names,

whether created or in existence before or after the date of this Agreement. Without limitation,
"Intellectual Property Rights" includes any thing, whether tangible or intangible, which incorporates or
is based on any of the things referred to in paragraphs (a) to (g) above.

Law or Laws means any decree, resolution, law, by-law, statute, act, ordinance, rule, directive, order,
treaty, code, instruction, direction, policy or regulation, approval of any government, governmental or
statutory body in Indonesia, and includes without limitation, the Relevant Laws.

Material means tangible and intangible information, documents, source codes and other materials in
any media whatsoever.

New Material means all Material created, developed or produced (whether before, on or after the
Commencement Date) in the course of, or as part of, the Collaboration, and excludes the Existing
Material.

Personal Data means personal data as defined in the Law No. 27 of 2022 on Personal Data Protection.

Personal Data Protection Laws means any applicable Indonesian laws and regulations which relates
to data privacy, including but not limited to Law No. 27 of 2022 on Personal Data Protection, and Law
No. 11 Year 2008 on Electronic Information and Transactions (as amended by Law No. 19 Year 2016),
Government Regulation No. 71 Year 2019 on the Implementation of Electronic Systems and
Transactions, Government Regulation No. Year 2019 on Trading Through Electronic Systems,
Minister of Communications and Informatics Regulation No. 20 Year 2016 on Protection of Personal
Data in Electronic Systems, Minister of Communications and Informatics Regulation No. 5 Year 2020
on Private Electronic System Providers, and all implementing and enabling regulations thereto, insofar

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 as these remain in effect and have not been superseded by the Law No. 27 of 2022 on Personal Data
Protection or such other laws as may enter into force after the signing of this Agreement.

Personnel of a Party means that Party’s directors, officers, employees and agents.

Processed or Processing means any operation or set of operations which is performed on Personal
Data or on sets of personal data, whether or not by automated means, such as collection, recording,
organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by
transmission, dissemination or otherwise making available, alignment or combination, restriction,
erasure or destruction.

Receiving Party means a Party who receives Confidential Information and/or Personal Data from the
Disclosing Party.

Relevant Laws shall have the meaning set out in Clause 7.1(i).

Renewal Period is the period specified in item 5 of Schedule 1.

Requisite Consents means any permissions, consents, authorisations, approvals, licences, certificates
and permits (whether of a public or private nature) as may be required by each Party’s constitutive
documents or by Law, or otherwise necessary to lawfully commence, carry out and perform the Party’s
obligations under this Agreement, including but not limited to the Specific Requisite Consents.

Specific Requisite Consents means the Requisite Consents set out in item 10 of Schedule 1.

Term has the meaning set out in Clause 10.1.

1.2 Interpretation

(a) In this agreement, headings are for convenience only and do not affect interpretation.

(b) Unless the context indicates a contrary intention, the following rules of interpretation
apply:

(i) person includes an individual, the estate of an individual, a corporation, an

authority, an association or a joint venture (whether incorporated or
unincorporated), a partnership and a trust, and vice versa;
(ii) a reference to any statute or to any statutory provision includes any statutory
modification or re enactment of it and any statutory provision substituted for it,
and all ordinances, by laws, regulations, rules and statutory instruments (however
described) issued under it;
(iii) a reference to any document (including this agreement) is to that document as
varied in accordance with its terms, novated, ratified or replaced from time to
time;
(iv) words importing the singular include the plural (and vice versa), and words
indicating a gender include every other gender;
(v) where a word or phrase is given a defined meaning, any other part of speech or
grammatical form of that word or phrase has a corresponding meaning;
(vi) the word includes in any form is not a word of limitation;
(vii) the words “herein”, “hereunder”, “hereinafter” and “hereinbelow” and words of
similar import, when used in this Agreement, refer to this Agreement as a whole
and not any particular provision of this Agreement;
(viii) references to any Party shall be construed as a reference to such Party’s successors
and permitted assigns;
(ix) references to Clauses and Schedules are, unless otherwise stated, to clauses of and
schedules to this Agreement;

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 (x) the Schedules form part of this Agreement and have the same force and effect as if
expressly set out in the body of this Agreement;
(xi) all references to dates or times shall be references to dates or times in Indonesia, a
reference to “day” shall mean calendar day and a reference to month shall mean
calendar month;
(xii) every obligation by a Party is taken to include an obligation by the Party to ensure
that each of its employees, agents, contractors, permitted occupiers and others
under its control comply with that obligation, and accordingly any act or omission
on the part of such persons which would constitute a breach of this Agreement if
done or omitted by either Party shall be considered a breach of this Agreement by
either Party; and
(xiii) the contra proferentum rule shall not apply in the construction or interpretation of
this Agreement and the language in all parts of this Agreement shall be construed
and interpreted as a whole and neither strictly for nor against any of the Parties to
this Agreement.

2. COLLABORATION

2.1. The Parties hereby agree to:

(a) the Collaboration;
(b) in the case of adidas, fulfil adidas’ Obligations with reasonable skill, care and diligence and
in accordance with the terms of this Agreement;
(c) in the case of Company, fulfil Company’s Obligations with reasonable skill, care and
diligence and in accordance with the terms of this Agreement; and
(d) obtain the Specific Requisite Consents.

3. CONSIDERATION

3.1. The Parties agree that the Consideration shall constitute sufficient consideration from each of the
Parties in respect of the Collaboration.

3.2. If the Consideration includes payment of a contract sum, unless otherwise agreed between the Parties:

(a) the billing Party shall submit all invoices to the other Party at the address for Notices set out in
item 12 of Schedule 1;

(b) the paying Party shall make prompt payment within 60 days from the date of receipt of the billing
Party’s invoice, provided that:

(i) the billing Party provided all documentary evidence to support/substantiate

the invoice; and
(ii) the paying Party accepts the billing Party’s invoice without dispute.

(c) In the event that the paying Party disputes the invoice, Parties shall, in good faith, cooperate to
resolve all outstanding disputes. The paying Party shall only make payment within 60 days from
the date on which the disputed invoice is resolved, based on mutual agreement between the Parties.

3.3 Each Party shall be responsible for and shall pay all costs of conducting its business, including but not
limited to, the expense and responsibility for any applicable insurance or licenses, permits, taxes or
assessments of any kind.

4. INTELLECTUAL PROPERTY

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4.1 Ownership of New Material

(a) All rights, title and interest in and to any New Material (such as for instance advertising and
promotional material produced under this Agreement) shall remain vested in the Party who solely
created or commissioned such New Material. Notwithstanding the aforementioned, Company
acknowledges that the adidas Group shall have the right during and after expiry of the Term to
include in the adidas archive for non-commercial use any advertising and promotional materials
which include such New Material.

(b) In the event of any joint creation of New Material, irrespective of each Party ’s contribution to the
creation of the same (Joint New Material), the Company assigns to adidas all rights, title and
interests and all Intellectual Property Rights in all Joint New Material upon its creation and agrees
that all such rights shall exclusively vest in adidas. Accordingly, adidas shall be entitled to use the
Joint New Material both during and after the Term without any consent from, or compensation to,
the Company.

(c) If Company may not lawfully assign to adidas any Intellectual Property Right, including but not
limited to copyright or right of a similar nature in the Joint New Material, then Company grants to
adidas an exclusive, perpetual, irrevocable, transferable and worldwide right and licence, with the
right to sublicense, to use and exploit all or any part of the Joint New Material and all or any part
of any material(s), data, documentation, software and/or information contained therein or prepared
therefor, whether or not used therein, in any format or version, by any means and in any media,
whether now known or hereafter developed. The right of use further includes, and is not limited to,
the right to grant a sub-licence of this right of use (or part thereof) to a third party and the right to
take action against any third party for infringement of the Intellectual Property Rights, including
but not limited to the copyrights or rights of a similar nature subsisting in the work, to the extent
permitted by Law.

(d) The Company will from time to time execute all such documents and do all such other things (and
cause its Personnel to also do so if required) which adidas reasonably requires in order to perfect or
record the assignments referred to in Clause 4.1(b).

4.2 Use of New Material

Each Party may use Intellectual Property Rights in the New Material for the sole purpose of the
Collaboration. Nothing in this agreement confers any licence upon a Party or any of its Personnel
to use Intellectual Property Rights owned by or licensed to the other Party, New Material other
than for the purpose of the Collaboration or to fulfil its obligations under this Agreement.

4.3 Existing Material

Clause 4.1 does not affect the Intellectual Property Rights in Existing Material. Each Party shall retain
all rights, title and interest in and to its own respective Existing Material. Prior to incorporating
Existing Material in New Material or supplying Existing Material under this Agreement:

(a) the Party must obtain the written consent of the other Party for the use of the other Party’s
Existing Material on a case by case basis;

(b) where the Party does not have the right to use Existing Material, unless otherwise agreed in
writing with the other Party in relation to a particular case, the Party must obtain from each
owner of Intellectual Property Rights in such Existing Material a licence for both Parties to
use the Existing Material on terms (including as to the scope and duration of permitted use)
approved in advance by both Parties in writing. In this sub-clause, the right to use, in relation
to Existing Material, means the right to exercise all of the Intellectual Property Rights in that
Material and to authorise another person to do so.

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4.4 Others

(a) Under no circumstances will the rights granted hereunder be construed as granting either Party the
right to use any logos, trademarks, trade names, service marks or symbols of the other Party in any
manner other than that prescribed hereunder. All trademarks will remain the property of the current
trademark owner and any and all rights arising under trademark or copyright law or other
intellectual property rights will inure to the benefit of the current trademark owner.

(b) A Party shall not apply for any intellectual property right, protection or registration which relates
to New Material and the Company hereby agrees to assist adidas and execute such documents
consistent with this Agreement as may be necessary, at adidas’ request to confirm adidas’ and/or
the adidas Group’s ownership of any Intellectual Property Rights that may arise from the Joint
New Material including without limitation prosecution of patent applications, at adidas’ discretion
and expense.

(c) A Party shall not use or infringe any Intellectual Property Rights of the other Party in the course of
the Collaboration or use any Intellectual Property Rights of the other Party without its prior written
consent.

4.5 The provisions of this clause will survive any termination or expiry of this Agreement.

5. CONFIDENTIALITY

5.1. A Receiving Party must not disclose any Confidential Information of the Disclosing Party without the
prior written consent of the Disclosing Party.

5.2. Subject to clause 5.3, the Receiving Party must not use any Confidential Information of the Disclosing
Party except for the purposes of the Collaboration or rights under this Agreement.

5.3. Notwithstanding clause 5.2, the Receiving Party may disclose Confidential Information of the
Disclosing Party:

(a) where the Company is the Receiving Party, to its Personnel and professional advisers on a “need to
know basis”, provided that before any disclosure, the Company ensures that such Personnel and/or
professional adviser is under an express obligation of confidence in respect of such Confidential
Information;

(b) where adidas is the Receiving Party, to any person for the purposes of the adidas Group’s Business
or the adidas Group’s operations, provided that before any disclosure, adidas ensures that such
person is under an express obligation of confidence in respect of such Confidential Information;

(c) if required to by applicable Law to do so, to a law enforcement or regulatory authority or a stock
exchange, provided however that prior to any such disclosure the Receiving Party notifies the
Disclosing Party of the alleged legal requirement, consults with the Disclosing Party as to the
reasonable scope required of such disclosure and, after taking into account the matters raised by
the Disclosing Party during such consultation, the disclosure is no greater than the minimum
required by applicable Law; or

(d) if the Receiving Party is required to disclose the information in connection with legal proceedings
relating to this Agreement.
5.4 The Receiving Party must make sure that third parties receiving Confidential Information of the
Disclosing Party from it do not disclose the information, except in the circumstances permitted in
clause 5.3.

5.5 The Parties agree to:

(a) ensure that the Personnel are fully aware of the confidentiality obligations imposed by this
Agreement and have agreed to comply with the confidentiality obligations before they may access

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 the Confidential Information. Any breach of the confidentiality obligations as set out herein by the
Personnel will constitute a breach of the confidentiality obligations by the respective Party;

(b) not publish or release, or allow or suffer the publication or release of, any news item,
article, publication, advertisement, prepared speech or any other information or material pertaining
to any part of the obligations to be performed under the Agreement in any print and/or media
without the prior written consent of the other Party; and

(c) establish and maintain adequate security measures to safeguard the Confidential
Information from any unauthorised access or use. The security measures established and
maintained by each Party shall be no less than those which it applies to its own Confidential
Information or which is reasonably required for the protection of the Confidential Information
against any 8unauthorised access or use.

5.6 In relation to any documentation containing Confidential Information, the Receiving Party must, and shall
procure that its Personnel, on demand:

(a) return to the Disclosing Party any of such documentation supplied to or received by the Receiving
Party or any of its Personnel; or

(b) if required, destroy, permanently delete or erase any of such material supplied to or received by the
Receiving Party or any of its Personnel and supply certification of such destruction where
requested.

Unless retention by a Party of the Confidential Information is required by applicable Law, legal
proceedings, or if the Confidential Information forms part of records retained in its routine information
technology back-up storage facilities and not capable of being readily located, segregated and accessed.
The Confidential Information retained will be subject to the confidentiality obligations imposed by this
Clause 5, and, if retained in the back-up storage facilities of such Party, deleted from that Party’s
systems in accordance with its records retention policy.

5.7 This Clause 5 shall survive for a period of five (5) years from the date of expiry or termination of this
Agreement.

6 PERSONAL DATA PROTECTION AND PRIVACY LAWS

6.1 In performing this Agreement and/or in the course of fulfilling adidas’ Obligations or Company’s
Obligations, each Party shall, and shall ensure that its Personnel shall, comply with the Personal Data
Protection Laws and any other data protection, privacy and security laws to which it is subject, and not, by
its act or omission, cause the other Party to be in violation of the Personal Data Protection Laws or any
other applicable data protection, privacy or security laws or regulations.

6.2 In the event that the Collaboration requires a Party to disclose Personal Data to the other Party:

(a) the Disclosing Party warrants and undertakes that:

(i) it shall, prior to disclosing any Personal Data to the Receiving Party, procure all
consents required by the Personal Data Protection Laws (where applicable) from
the relevant individuals concerned, for the collection, use, Processing and/or
disclosure of the Personal Data to the Receiving Party for the purposes of the
Collaboration; and
(ii) all Personal Data disclosed to the Receiving Party is accurate at the time of
disclosure and that any subsequent update, changes or withdrawal of an
individual’s consent to the Personal Data shall be notified to the Receiving Party
as soon as reasonably practicable;

(b) the Receiving Party acknowledges and undertakes that any Personal Data disclosed to it by the
Disclosing Party shall be used and Processed only for the purposes of the Collaboration;

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 (c) The Receiving Party warrants and undertakes that:

(a) it shall not disclose the Personal Data received from the Disclosing Party to any third
party without the Disclosing Party’s prior written consent;
(b) it shall take all steps to abide by and effect any corrections, update or deletion to any
aspect of the Personal Data, promptly upon notice by the Disclosing Party;
(c) it shall have in place appropriate and reasonable technical and 9authorized9 security and
data protection measures in order to protect against unauthorised or unlawful Processing
of Personal Data and accidental loss or destruction of, or damage to, Personal Data; and
(d) it shall notify the Disclosing Party without undue delay, but in any event no later than 48
hours, after becoming aware of a Data Breach in relation to the Personal Data disclosed
by the Disclosing Party pursuant to this Agreement.

6.3 This clause shall survive the complete performance, the expiry or termination of the Agreement.

7 FRAUD, ANTI-BRIBERY AND CORRUPTION

7.1 adidas has high standards of compliance as set out in its Fair Play Code of Conduct. This can be:
 requested from [email protected]; or
 found on www.adidas-group.com/en/investors/corporate-governance/code-of-conduct/

To demonstrate a similarly high commitment to compliance, Company agrees and confirms:

7.1.1 it has a policy or other measure prohibiting all forms of bribery, corruption, fraud, money
laundering, terror financing, and conflicts of interest;

7.1.2 it has not offered or accepted any inappropriate monetary or other benefit in relation to this
Agreement.

7.1.3 it and any agents will, at all times in connection with this Agreement, comply with all
applicable laws, particularly those prohibiting bribery and corruption;

7.1.4 it will inform adidas of any violation of any applicable law during the performance of this
Agreement; and

7.1.5 it will immediately remedy any such breach, if possible.

7.2 Without prejudice to any other provision set forth herein, any material violation of this provision shall
constitute a material breach incapable of remedy for the purposes of Clause 10.3(a)(i) and may result in
termination of this Agreement.

8 REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants that:

(a) it has the full right, power and authority to enter into this Agreement and to perform all of its
obligations under this Agreement, and that this Agreement constitutes valid and binding
obligations on it, in accordance with its terms;

(b) the execution, delivery of and the performance of its obligations under this Agreement will not
result in a breach of its constitutive documents, or any order, judgment, decree of any court,
governmental agency or regulatory body of competent jurisdiction to which it is a party or by
which it is bound; and

(c) in the carrying out of its duties and obligations under this Agreement, it shall at all times comply in
all respects with all applicable Laws and obtain all Requisite Consents required by any applicable
Law or otherwise.

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9 INDEMNITY AND LIABILITY

9.1 Each Party (the “Indemnifying Party”) shall indemnify and hold harmless the other Party and its
Authorised Representatives and Personnel (the “Indemnified Party”) from and against all claims,
demands, choses in action, judgments, suits, proceedings, liabilities, costs, expenses, damages and
losses (including but not limited to all interest, penalties, legal costs (calculated on a full indemnity
basis and including solicitor and client costs) and all other professional costs and expenses) suffered or
incurred by the Indemnified Party arising directly out of or directly in connection with:

(a) any breach or default, negligence or wilful misconduct of the Indemnifying Party and/or
the Indemnifying Party’s Personnel;
(b) any unlawful act or omission, negligent performance or non-performance of this
Agreement, whether directly or due to an act or omission by the Indemnifying Party’s
Personnel;
(c) any property damage, personal injury or death to any person, arising in the course of the
Indemnifying Party’s performance of this Agreement; and/or
(d) the breach of the terms of, or failure to obtain, the Requisite Consents caused or
contributed to by the acts or omission of the Indemnifying Party and/or its Personnel.

9.2 To the maximum extent permissible under applicable Law, neither Party shall be liable, whether in
contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation,
or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of production, loss of
business opportunity, loss of anticipated saving or any other special, indirect or consequential damage
or loss suffered by the other Party that arises under or in connection with this Agreement.

9.3 Notwithstanding anything to the contrary in this Agreement and to the maximum extent permissible
under applicable law, each Party’s total liability to the other Party under this Agreement shall be
limited to the Consideration.

10. TERM AND TERMINATION

10.1 Term

Notwithstanding the date of this agreement, this Agreement commences on the Commencement Date
and will continue until the Expiry Date (Term) unless it is renewed or terminated in accordance with
this Agreement.

10.1 Option to Renew

[adidas has / Both Parties have] the option to extend the Term of this Agreement for the Renewal
Period by giving written notice to [Company/other Party] at least 14 days before the Term is then
otherwise due to expire. The terms of this Agreement will be the same during the Renewal Period
except for:

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 (a) the Term which will be adjusted to reflect its extension by the Renewal Period;
(b) all the relevant dates in this Agreement which will be amended to reflect the Renewal Period;
and
(c) any other terms that the Parties agree in writing to vary or add.

10.2 Termination by either Party

(a) Either party may terminate this Agreement immediately by written notice to the other Party, if
the other Party:

(i) breaches any term of this Agreement which is not capable of being
remedied;
(ii) breaches any term or fails to meet any obligation contained in this Agreement and
fails to remedy the breach or meet the obligation within a reasonable period (being no
longer than 14 days) after receiving written notice requiring it to do so; or
(iii) goes into liquidation, has a receiver, receiver and manager, administrator or similar
person appointed, enters into a scheme of arrangement with creditors or is unable to
pay its debts as and when they fall due.
(b) Either Party may also terminate this Agreement in accordance with Clause 7 (Fraud, Anti-
Bribery and Corruption) and Clause 11 (Force Majeure).

10.3 Without prejudice to Clauses 10.2 and 10.3, either Party may terminate this Agreement by giving to the
other Party not less than one (1) month’s prior written notice.

10.4 Termination of this Agreement shall be without prejudice to any other rights or remedies a Party may
have against the other Party under or in respect of any antecedent breach of this Agreement.

10.5 Clauses 4 (Intellectual Property), 5 (Confidentiality), 6 (Personal Data and Privacy Laws), 7 (Fraud,
Anti-Bribery and Corruption), 9 (Indemnity) and 15 (Governing Law and Dispute Resolution) will
survive the termination or expiry of this Agreement.

10.6 The Parties hereby waive the provisions of Article 1266 of the Indonesian Civil Code to the extent that
the decision is required as a precondition to terminate this Agreement.

11 FORCE MAJEURE

11.1 If any party believes a Force Majeure Event has occurred or that it is hindered from performing its
obligations under this Agreement due to a Force Majeure Event, it shall immediately inform the other
party in writing. If such Force Majeure Event is not attributable to the party claiming Force Majeure
Event, the parties shall agree on the suspension of all obligations under this Agreement and a
reasonable and adequate extension of the agreed deadlines and milestones. Failure to inform the other
party without delay in writing of such Force Majeure Event shall prevent the party claiming Force
Majeure Event from invoking these circumstances as a defence.

11.2 adidas shall not be liable to pay the remuneration relating to any Services affected by the Force Majeure
Event for the duration of any period in which such Force Majeure Event subsists. However a Force
Majeure Event shall not relieve adidas of its payment obligations for Services actually rendered by
Service Provider during the period of the Force Majeure Event.

11.3 If a Force Majeure Event continues for more than one (1) month, either party shall have the right to
terminate the Agreement with immediate effect by notice in writing to the other party.

12 NOTICES

12.1 Any notice or other communication to be given under this Agreement shall be in writing and shall be
delivered by hand, sent by registered post or shall be transmitted by electronic-mail (email), and shall
be addressed to the Party to be served at the postal address or the email address as specified in Item 12

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 of Schedule 1, as the case may be, or to such other address as a Party may notify to the other Parties in
writing as being its address for such purpose.

12.2 Any notice served on a Party will be deemed to have been received:

(a) if delivered by hand, on the date of personal delivery;

(b) if sent by registered post, at 9.00 am on the third Business Day after posting; or

(c) if it is sent by email, at the time of transmission provided no delivery failure is received and
provided the time of transmission is between the hours of 9.00 am and 5.00 pm on a Business Day
and if transmission takes place outside such hours, the communication shall be deemed served on
the next Business Day.

13 MEDIA AND PUBLICITY

13.1 Neither Party shall refer to the other Party, or use the other Party’s name, logo, trade name, trademarks
or any other Intellectual Property Rights or identification marks in any of its marketing, promotional or
publicity materials or otherwise in any of its marketing efforts, without obtaining prior written consent
from the other Party, such consent of which shall be determined by the other Party at its sole discretion.

13.2 The Parties undertake that the release of any other information to the media in relation to the
Collaboration and/or this Agreement will be issued only after consultation with the other Party and
with the other Party’s consent (such consent not to be unreasonably withheld).

14 GENERAL

14.1 Entire Agreement

(a) This Agreement, including Schedule 1, embodies and sets forth the entire agreement and
understanding of the Parties in relation to the subject matter of the Agreement and supersedes all
prior oral and written representations, agreements, understandings or arrangements relating to the
subject matter of the Agreement. None of the Parties are entitled to rely on any representation,
agreement, understanding or arrangement (whether oral or written) which is not expressly set forth
in this Agreement or any amendment thereto made in accordance with Clause 14.2.

(b) To the extent of any inconsistency, this Agreement shall prevail over any terms or conditions
contained on any subsequent communication (whether written, verbal or transmitted through
electronic means, including but not limited to purchase orders, delivery documents and
acknowledgements) that propose or state any differing terms, additions, changes, deviations and/or
modifications to this Agreement, except as set out in Clause 14.2.

14.2 Amendments: This Agreement may only be varied, amended or supplemented by a document signed by
the duly Authorised Representatives of each Party.

14.3 Relationship of the Parties: Nothing contained herein shall be deemed to create an association,
partnership, joint venture, or relationship of principal and agent or master and servant between the
Parties. None of the Parties shall (a) hold itself out as in a joint venture with, or as a partner or an agent
of the other Party; (b) make any representations on behalf of the other Party; or (c) bind the other Party
in any manner whatsoever to any obligations for any purpose.

14.4 Compliance with Laws: Both Parties shall at all times observe, comply and act in accordance with and
procure that their Personnel observe, comply and act in accordance with the requirements under this
Agreement and applicable Laws, and obtain and secure all Requisite Consents.

14.5 Applicability to Third Parties: Except as otherwise provided in this Agreement, the Parties do not
intend for any term of this Agreement to be enforceable by and binding on any person who is not a
Party to this Agreement and all such rights are expressly excluded.

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14.6 Assignment: The rights and obligations under this Agreement are personal to the Parties and save as
expressly permitted by this Agreement, it may not be assigned or novated in any way to any other
person without the prior written consent of the other Party, whose consent shall not be unreasonably
withheld.

14.7 Unenforceability and Severance: The illegality, invalidity or unenforceability of any provision in this
Agreement under the law of any jurisdiction will not affect the legality, validity or enforceability under
the law of any other jurisdiction nor the legality, validity or enforceability of any other provision in this
Agreement.

14.8 Costs: Each Party shall bear its own costs (including all legal costs) incurred in connection with the
preparation, negotiation and entry into this Agreement.

14.9 Further Assurance: Each party will promptly do further acts and execute and deliver further documents
(in form and content reasonably satisfactory to that party) required by applicable Law or reasonably
requested by the other party to give effect to this agreement. The Company will cooperate with adidas
and provide assistance reasonably required by them for purposes related to this agreement.

14.10 Waiver and Remedies:

(a) Failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or
enforcement of, a right, power or remedy provided by law or under this Agreement by a party
does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or
enforcement, of that or any other right, power or remedy provided by law or under this
Agreement.
(b) A waiver or consent given by a party under this agreement is only effective and binding on
that party if it is given or confirmed in writing by that party.
(c) No waiver of a breach of a term of this Agreement operates as a waiver of another breach of
that term or of a breach of any other term of this Agreement nor will any single or partial
exercise of any right or remedy preclude any other or further exercise thereof or the exercise
of any other right or remedy.
(d) The rights provided in this Agreement are cumulative and not exclusive of any rights or
remedies provided by law.

14.11 Counterparts: This Agreement may be executed and delivered in any number of separate counterparts,
each of which when so executed and delivered shall be an original, but all such counterparts shall
together constitute one and the same Agreement.

14.12 Electronic signature: The Parties hereby agree to execute the Agreement using electronic signatures,
certified or not certified, as applicable and available to the parties, as defined in the applicable laws and
regulations. Furthermore, each Party hereby warrants to the other party that (i) the use of such
electronic signatures in executing this Agreement constitutes a valid and binding proof of the Parties’
consensus to enter into this Agreement and (ii) it will not submit any legal claim or challenge against
the validity of the Agreement based on the application of electronic signatures, certified or not
certified, as applicable and available to the Parties, in the execution of this Agreement.

14.13 Survival: The respective obligations of the Parties under the Agreement, which by their nature go
beyond the expiry or termination of the Agreement, including but not limited to indemnification,
warranty, intellectual property rights, personal data protection, relationship of the Parties,
confidentiality and insurance, shall survive the expiry or termination of the Agreement.

14.14 Order of Precedence: In the event of any inconsistency between the terms of the Agreement and the
Schedule, such inconsistency shall be resolved by giving the said documents the following order of
precedence:

(a) Schedule 1;

(b) This Agreement;

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 (c) Any purchase order or other document referred to in Clause 14.1(b).
14.15 Governing Language: This Agreement has been prepared and executed in English only.

15 GOVERNING LAW AND DISPUTE RESOLUTION

15.1 This Agreement and the performance hereof shall be governed by, construed and determined in
accordance with the laws of the Republic of Indonesia.

15.2 Settlement of Disputes:

(i) Any challenge, claim, controversy, difference of opinion or dispute (of any and every kind or
type, whether based on contract, regulation, statute, tort or otherwise) arising out of, relating to
or connected with the matters dealt with in this Agreement including, without limitation, any
dispute as to the breach, construction, enforceability, interpretation or validity of this
Agreement (“Dispute”), in the first instance, shall be notified in writing to the other Party
(“Notice of Dispute”) and, after receipt of such Notice of Dispute, the Parties shall meet and
endeavor in good faith to resolve the Dispute by way of discussions to reach a mutual
settlement.

(ii) If the Dispute is not resolved in accordance with Clause 15.2(a) and within 40 (forty) days
after receipt of the Notice of Dispute, then any Party to the Dispute may refer the Dispute to
arbitration at the Indonesian National Board of Arbitration (Badan Arbitrase Nasional
Indonesia or “BANI”) (“Arbitration”).

(iii) For the avoidance of doubt, BANI in this case refers to the BANI having its registered office
at Wahana Graha Lt. 1&2, Jl. Mampang Prapatan No. 2, Jakarta 12760.

(iv) Subject to Clause 15.2(b), all Disputes shall be settled by Arbitration in Jakarta, Indonesia and
in accordance with the BANI Rules & Procedures that are applicable at the time the Dispute is
referred to Arbitration.

(v) The number of arbitrators shall be 1 (one) (“Arbitrator”). The Arbitrator shall be selected
unanimously by the Parties to the Dispute. If the Parties to the Dispute are unable to agree on
the Arbitrator within 10 (ten) business days after receipt of a notice of Arbitration in
accordance with Article 8 of Law No. 30 Year 1999 on Arbitration and Alternative Dispute
Resolution (“Arbitration Law”) then, upon the request of any Party to the Dispute, the
Arbitrator shall be appointed by the Chairman of BANI.

(vi) The Arbitration shall be conducted (i) in Jakarta, (ii) at the place nominated by the Arbitrator
and (iii) in English.

(vii) Final and Binding: The Award shall be final and binding on the Parties to the Dispute in
accordance with the Arbitration Law. Accordingly, there shall be no appeal to any court or
other body from the Award or any interim decision of the Arbitrator and no Party to the
Dispute shall dispute or question the Award or any interim decision of the Arbitrator before
any judicial authority in Indonesia or elsewhere.

(viii) Binding Opinions: The Parties shall adhere to and comply with Articles 52 and 53 of the
Arbitration Law and, consequently, hereby waive the provisions of any applicable laws
permitting appeal to courts of law or any other body in respect of any binding opinions issued
by the Arbitrator.

(ix) Court Action: No Party to a Dispute, which has been submitted to Arbitration, shall
commence or continue any action in a court of law, or before any other body or tribunal, in
respect of that Dispute until an Award has been made in accordance with this Clause 15.2 and
then only for the purpose of enforcement of the award or final decision made by the Arbitrator
on the outcome of the Arbitration (“Award”).

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 (x) Continuance of Performance: Each Party shall continue to perform its obligations under this
Agreement notwithstanding the existence of any Dispute, any attempt at amicable settlement
of the Dispute or any Arbitration.

(xi) Enforcement of Award: Without limiting the application of any law and without prejudice to
a Party’s right to seek enforcement in any forum or jurisdiction, for the purpose of enforcing
any Award in Indonesia only, the Parties hereby choose the general, permanent and non-
exclusive domicile of the Office of the Registrar of the Central Jakarta District Court (Kantor
Panitera Pengadilan Negeri Jakarta Pusat).

(xii) Waiver: The Parties hereby waive the provisions of Articles 48(1), 57 and 73(b) of the
Arbitration Law so that (i) the Arbitration need not be completed within a specific period of
time, (ii) the Award need not be rendered within a specific period of time following the
conclusion of the Arbitration hearings and (iii) the mandate of the Arbitrator shall remain in
effect until an Award has been rendered.

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

PT adidas Indonesia Entity identified in item 2 of Schedule 1

______________________________ _____________________________
Name : Benjamin Handradjasa Name :
Designation: Country Manager Designation:

In the presence of:

______________________________ _____________________________
Name : Name :
Designation: Designation:

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 SCHEDULE 1 – AGREEMENT DETAILS

1. Signing Date of [insert]

Agreement

2. Company Details Name: [insert]

Company No.: [insert]
Registered Office Address: [insert]
Company’s business: [insert]
3. Commencement [insert]
Date

4. Expiry Date [insert]

5. Renewal Period [Not Applicable / xx year(s)]

6. General Parties wish to collaborate to promote each other’s products on their own media on
Description of a non-exclusive basis, the details of which are as set out below and subject to the
Collaboration terms and conditions of this Agreement (the “Collaboration”).

adidas shall be entitled to enter into similar collaboration arrangement with other
parties.

7. Company’s The Company shall undertake the following as part of the Collaboration:
obligations under (a) XXX
the Collaboration (b) XXX
(c) XXX
(d) XXX
(e) XXX

8. adidas’ adidas shall undertake the following as part of the Collaboration:

obligations under (a) XXX
the Collaboration (b) XXX
(c) XXX
(d) XXX
(e) XXX

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 9. Consideration The Parties expressly acknowledge that each Party’s respective obligations under
this Agreement constitute good and adequate consideration.

10. Specific Requisite adidas agrees to obtain the following Requisite Consents:
Consents
[insert]

Company agrees to obtain the following Requisite Consents:

[insert]

11. Special Terms & The following Special Terms & Conditions shall apply and take precedence over
Conditions any conflicting clause set out in the body of the Agreement:
(a) XXX
(b) XXX
(c) XXX
(d) XXX
(e) XXX

12. Address for ADIDAS

Notices PT adidas Indonesia, a limited liability company duly established and existing
under the laws of the Republic of Indonesia, with its registered office at Gd. Mid
Plaza 2 Lt. 5, Jl. Jend. Sudirman Kav. 10-11, Kel. Karet Tengsin, Kec. Tanah
Abang, Jakarta Pusat.

Attention: [Name], [Designation]

Email: [email address]

COMPANY
[Name]
[Address]
[Address]
[Address]

Attention: [Name], [Designation]

Email: [email address]

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