This Distribution Agreement is entered into by and between DR MIYU (M) SDN. BHD. (Company

No.: 202001028152 (1384472-T)) (hereinafter referred to as the “Company”) and the

individual or entity registering as a distributor of the Company on the Company’s Portal (as

defined hereinafter) (hereinafter referred to as the “Distributor”, where the context requires).

The Distributor’s acceptance of this Agreement shall constitute a legally binding agreement

between the Company and the Distributor. This Agreement shall commence on the date of

the Distributor’s acceptance and shall remain in full force and effect until and unless terminated

by either Party in accordance with Clause 10 of this Agreement.

IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS

In this Agreement, the following expressions shall, unless the context otherwise requires,

have the meanings assigned to them below:

“Business

Day”

means any day (other than a Saturday or Sunday or gazetted public

holiday) on which commercial banks and financial institutions are

open for general banking business in Pulau Pinang, Malaysia;

“Company’s

Portal”

means the Company’s online platform which enables the

Distributors to, among others, submit Purchase Orders for the

Products;

“Confidential

Information”

shall include but is not limited to:

(i) the terms and conditions of this Agreement;

(ii) the existence of all previous and ongoing discussions

between the Parties pertaining to the transaction

contemplated by this Agreement as well as the grant of the

distribution rights to the Distributor, whether verbally or in

writing;

(iii) all information concerning the Products, proposed

products, business and marketing plans, methods of

manufacture, processes, ideas, inventions (whether

patented or not), schematics and other technical, business,

financial, operational and Product development plans,

strategies, and any other information or materials in

whatever form irrespective whether marked as confidential

or not;

(iv) any and all confidential or proprietary information relating to

the customers, clients, or manufacturer of the Parties;

(v) the operations, processes, product information, trade

secrets, know-how, or technical information of the Parties;

(vi) non-public information reasonably designated as being

confidential or which, under the circumstances surrounding

disclosure, ought to be treated as confidential; and(vii) any information designated as “Confidential Information” by

the Parties;

“Governmental

Authority”

means any governmental, semi or quasi-governmental and/or

statutory departments, agencies or bodies, or any municipal

government or statutory or any non-statutory authority or any other

body or corporation, having authority or jurisdiction over the

relevant matter or issue in question or under consideration;

“Intellectual

Property”

shall include but is not limited to:

(i) the copyright, trademark, service marks, trademark rights,

trade names, patents, patent rights, designs, branding

rights, database rights, rights in Confidential Information

and similar rights of any type, including know-how, trade

secrets, moral rights or other similar rights and any other

industrial or intellectual property rights in any country, in

each case whether registered or not; and

(ii) any application or right to apply for the registration of any of

the rights referred to in (i), now existing or in the future;

“Manufacturer” means the manufacturer of the Products of the Company;

“Parties” means collectively, the Company and the Distributor, and “Party”

shall mean any of them;

“Products” means the list of products available for supply by the Company to

the Distributor, as listed on the Company’s Portal and which may

be amended from time to time at the Company’s discretion;

2. GRANT OF DISTRIBUTION RIGHTS

2.1. The Company hereby appoints the Distributor as a distributor of the Products on

a non-exclusive basis, and the Distributor hereby accepts the said appointment.

The Distributor agrees to exclusively distribute the Products and shall not market,

distribute, or sell any products that compete with or are similar to the Products,

except with the prior written consent of the Company. This appointment and the

obligations of the Distributor shall be subject to the terms and conditions set forth

herein, as may be amended from time to time by the Company in accordance with

this Agreement.

3. PRODUCTS

Purchase Orders

3.1. 3.2. The volume of Products so purchased by the Distributor from the Company shall

be determined on the basis of purchase orders placed and completed by the

Distributor with the Company (“Purchase Orders”), which shall be submitted

through the Company’s Portal.

The Distributor acknowledges and agrees that its first Purchase Order shall be

submitted through the Company’s Portal for an amount of not less than ten (10)

boxes of Products a points equivalent of no less than the number of boxes or

points equivalent as prescribed by the Company, which may be adjusted from time

23.3. 3.4. 3.5. to time and announced by the Company as the Company deems fit (“Initial

Purchase Order”).

All Purchase Orders shall be subject to the written acceptance or rejection by the

Company, and accordingly, the terms and conditions contained therein. The

Distributor shall not cancel, vary or postpone the settlement of any Purchase Order

accepted by the Company, except as agreed by the Company in writing.

All Purchase Orders shall be subject to a cooling-off period of ten (10) Business

Days (“Cooling-Off Period”), during which the Distributor may cancel the

Purchase Orders without any charges. No Products in the Purchase Orders shall

be delivered until the expiry of the Cooling-Off Period, unless the Distributor has

expressly waived their rights to rescind the Purchase Orders in writing to the

Company.

The terms and conditions set forth herein shall apply to every Purchase Order

accepted by the Company. In the event of any conflict or inconsistency between

the Agreement and the provisions of any Purchase Order, the Agreement shall

prevail.

Pricing and Payment

3.6. The Company reserves the right to vary the prices of the Products. Any price

variations shall be effective when updated on the Company’s Portal or

communicated to the Distributor, whichever is earlier. For the avoidance of doubt,

any Purchase Orders placed with the Company following any such price variations

shall be deemed accepted by the Distributor of such price variations.

The Company shall have the sole right to set credit limits and/or additional terms

(including the right to set-off any outstanding payments by the Distributor with any

incentives due and payable by the Company to the Distributor), and/or reject or

delay any acceptance of any Purchase Order and/or delivery of any Products

based on the Distributor’s failure to make payments in accordance with the

payment terms.

The acceptance of payment by the Company of any Purchase Orders shall not

constitute an admission by the Company as to any dispute, an accord and

satisfaction, a remedy of account stated, or otherwise waive or affect the rights of

the Company hereunder and in law.

Pricing Incentives

3.9. The Company may, at any time, at its sole discretion, establish a bonus or

incentive scheme applicable to the distributors of the Company, depending on the

distributors’ performance as well as the overall performance of the Company. For

the avoidance of doubt, all incentives (if any) are only payable on the sale of the

Products and not on the referral of other distributors to the Company.

3.10. The establishment of any such scheme shall be notified to the Distributor through

the Company’s Portal or to the Distributor directly. Any variations to any such

scheme shall be effective when updated on the Company’s Portal or

communicated to the Distributor, whichever is earlier.

3.7. 3.8. 33.11. The Distributor shall be solely liable for all necessary and applicable taxes

associated with any income or incentives generated pursuant to this Agreement.

Shipment

3.12. The Company shall, to the extent reasonably possible, ship the Products in

accordance with the Sales and Fulfilment Terms published on the Company’s

Portal, as amended from time to time by the Company. The Distributor

acknowledges and agrees that such terms are estimates only, and the Company

shall not be held liable for any failure to meet any of the stipulated terms.

3.13. The title to and risk of loss of the Products purchased by the Distributor shall

transfer from the Company to the Distributor upon the Company’s receipt of full

payment for the Products.

Acceptance

3.14. The Distributor shall promptly inspect all Products received and may reject any

Product that fails to materially conform to the Product specifications published by

the Company. The Distributor shall be deemed to have accepted the Products

unless the Company is notified in writing regarding any non-conformance,

defective or missing Products within fourteen (14) Business Days from the date of

receipt of the Products by the Distributor.

3.15. In the event of any non-conformance, defect or missing element with respect to

any Product purchased, the Company’s sole and exclusive liability shall be to

either:

3.15.1. repair or replace the Product; or

3.15.2. credit the Distributor’s account for the net amount paid for any such

Product, if any, provided that:

(a) (b) (c) the Distributor promptly notifies the Company in writing of any

alleged defect or non-conformity to specifications published by the

Company for such Products, no later than fourteen (14) Business

Days of receipt of such Products;

the Distributor returns, at its own cost, such Products in the form

and manner prescribed by the Company; and

the Company has validated and is satisfied that the alleged defects

or non-conformities exist and were not caused by any accident,

misuse, neglect, alteration, unusual physical stress, improper

testing, or any such other causes not at the fault of the Company.

Recalls, Modifications or Discontinuance

3.16. In the event that the Company is required by the Manufacturer or any

Governmental Authority to recall or discontinue any Products, if the Company

voluntarily initiates a recall of any Products, or if the sale or use of the Products is,

as a result, enjoined, the Distributor shall fully cooperate with and assist the

Company in locating and retrieving any recalled Products from customers, or

cease sales of such Products. If the Distributor voluntarily initiates a recall of any

4Products to which the Company agrees, the Company shall fully cooperate with

and assist the Distributor.

3.17. The Distributor acknowledges that the Manufacturer reserves the sole and

exclusive right to withdraw, discontinue, modify, improve, replace, or declare as

obsolete any Product(s), and/or to modify the features of, cease the offering of,

amend the terms and conditions of, or make any other adjustments or

modifications to the Product(s) at any time as deemed necessary.

3.18. The Company shall not have any liability to the Distributor in the events in Clause

3.16 to 3.17 above, provided always that such events shall be conveyed to the

Distributor as soon as practically and reasonably possible.

Buyback Policy

3.19. The Company may buy-back Products sold to the Distributor within a period of six

(6) months from the date of purchase at the reasonable request of the Distributor

(“Buyback Policy”). Subject to the merit of the request of the Distributor, the

Company may refund up to ninety per cent (90%) of the total purchase price;

however, the Company shall be entitled to make a deduction of any applicable

bonuses, and ten per cent (10%) of the total purchase price for any handling and

administrative costs.

3.20. Such Buyback Policy shall not apply to Products modified or damaged by the

Distributor and shall only be processed upon the Distributor’s submission of a

completed claim form in the manner satisfactory to the Company, acting

reasonably, provided always that the Company confirms that the Products remain

marketable, have not expired as per the Product label and remains in satisfactory

or original condition.

4. OBLIGATIONS OF THE PARTIES

Obligations of the Company

4.1. The Company shall:

4.1.1. provide reasonable consultation to the Distributor concerning technical

aspects and use of the Products;

provide the Distributor with all necessary information about the Products

and any changes to the Products, as soon as practically possible, when

they become available; and

maintain the Company’s Portal to provide the Distributor with access to

information and functions on the Company’s Portal.

Obligations of the Distributor

4.2. The Distributor shall:

4.2.1. use its best efforts to promote, market, advertise and sell the Products by

all legitimate means and where applicable, only in accordance with any

guidelines or marketing and promotional plans as may be prescribed by

the Company from time to time;

4.1.2. 4.1.3. 54.2.2. 4.2.3. 4.2.4. 4.2.5. 4.2.6. 4.2.7. 4.2.8. obtain the prior written consent from the Company before selling or

distributing the Products via any online platforms, websites, or digital

marketplaces;

refrain from making false, misleading, exaggerated, or unsubstantiated

claims regarding the effectiveness, quality, or attributes of the Products

in all communications with any other party, and to ensure that all

representations made to customers or prospective customers are

accurate, truthful, and consistent with the product specifications,

descriptions, and any marketing or promotional guidelines provided or

approved by the Company from time to time;

comply with all reporting requirements prescribed by the Company,

including but not limited to providing accurate personal and customer

information, feedback or complaints regarding the Products, and other

relevant data or information as may be required by the Company

(collectively referred to as “Submissions”);

only sell, distribute and promote the Products at the retail price as

determined by the Company;

not remove, modify, disassemble, analyse, reverse assemble, reverse

engineer, or replicate the Products, Product packaging or any Intellectual

Property of the Company without the prior written consent of the

Company;

refrain from selling, distributing and promoting any replica, counterfeit or

unauthorised products in all circumstances, and to immediately notify the

Company if it discovers any replica, counterfeit or unauthorised products

in the market; and

not offer, promise, give, authorise, solicit or accept from, or offer to the

Company and its employees, directors, agents, representatives and

affiliates, or other third parties any undue pecuniary or other improper

business or personal advantage of any kind (or imply that they will or

might do any such thing at any time in the future), or directly or indirectly

take any other illegal or unlawful action, in any way connected to this

Agreement.

5. RIGHT TO USE THE DISTRIBUTOR’S SUBMISSIONS

Pursuant to Clause 4.2.4 and to the extent permitted by the laws of Malaysia, the

Distributor hereby grant the Company the exclusive, royalty-free right to use the

Submissions solely for the Company’s business and marketing purposes in accordance

with this Agreement. The Distributor shall obtain all necessary consents and approvals

from the relevant parties prior to and for the disclosure of the Submissions to the

Company.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. Any and all rights, titles and interest in any Intellectual Property rights and other

rights relating to:

6.1.1. the trademarks and trade names that the Company may adopt from time

to time in connection with the Products (“Marks”);

66.2. 6.3. 6.4. 6.1.2. the Products and the product lines that include the Products;

6.1.3. the Submissions and any business and/or marketing proposals or

publications in connection therewith; and

6.1.4. any and all concepts, techniques, processes, inventions, software or

works of authorship or other proprietary information developed, embodied

in or practised in connection with the Products, including all modifications,

enhancements, derivative works, configurations, translations, upgrades

and interfaces thereto,

shall at all times remain the respective sole property of the Company, free and

clear of any liens, claims and encumbrances, and shall not be used without the

prior written approval of the Company.

The Company does not warrant the validity or enforceability of the Intellectual

Property rights relating to the Products, nor does it warrant that the Products do

not infringe any intellectual property rights of any third parties.

If any Product infringes a third party’s Intellectual Property rights or other rights ,

or if the sale or use of any Product is enjoined, the Company may, at its discretion:

6.3.1. attempt to procure for the Distributor the right under such Intellectual

Property rights or any other rights to sell or use the Product, as

appropriate;

6.3.2. replace the Product with non-infringing, functionally equivalent products;

or

6.3.3. request that the Distributor discontinue the sales of the Product.

If any unauthorised use of the Intellectual Property rights relating to the Company

by a third party is found to be directly or indirectly attributed to any act, omission

and/or default on the Distributor’s part, then the Company shall be entitled to claim

back a portion or all of the costs of any and/or all appropriate actions taken against

the infringing third party from the Distributor.

7. REPRESENTATIONS AND WARRANTIES

7.1. The Distributor hereby represent and warrant that:

7.1.1. it is duly organised, validly existing and in good standing under the laws

of Malaysia (applicable only if the Distributor is a corporation);

7.1.2. it is a citizen of Malaysia, with a valid local and/or residential mailing

address and is capable of entering into a legally binding contract

(applicable only if the Distributor is an individual);

7.1.3. it is solvent and not a bankrupt/wound up, nor are there any bankruptcy

proceedings/winding up petition pending against it;

77.2. 7.3. 7.1.4. it has the full power, authority and legal capacity to enter into this

Agreement, grant (or procure to grant) and be granted all permits,

licences and approvals required to fully perform its obligations hereunder;

7.1.5. the execution, delivery and performance of this Agreement has been

authorised by all necessary corporate or regulatory action, that it has the

requisite right, power and authority to perform hereunder and that it is not

a party to, or governed by, any contract, agreement (whether oral or

written) or other instrument, any legal action, suit or proceedings which

would restrict such party’s ability to enter into this Agreement or

consummate any of the transactions contemplated hereby (applicable

only if the Distributor is a corporation);

7.1.6. it shall use all reasonable efforts to take, or cause to be taken, all actions

and to do, or cause to be done, all things necessary or desirable under

applicable law to consummate the transactions contemplated by this

Agreement, including but not limited to, compliance with personal data

protection, marketing and direct selling laws and regulations of Malaysia;

7.1.7. it will carry out all obligations under this Agreement in a competent and

professional manner and with all reasonable care and skill;

7.1.8. it shall, at all times, ensure that the distribution and use of Products are

in accordance with any guidelines issued from time to time by the

Company and will not knowingly do any act or omission which is

prejudicial to the name, reputation, goodwill or image of the Company;

7.1.9. no representation or warranty in this Agreement, nor any statement,

document or certificate furnished or to be furnished to the Company

pursuant to or in connection with this Agreement contains or will contain

any untrue statement of material fact, or omits or will omit to state a

material fact necessary to make statements contained herein or therein

not misleading.

The Company hereby represents and warrants that the Products purchased by the

Distributor shall substantially conform to the respective specifications published by

the Company and shall be substantially free from defects arising from its

distribution or shipment processes from the Company to the Distributor. This

limited warranty is contingent upon the proper use of Products in the application

for which they were intended as indicated on the Product label, and the Company

makes no warranty (express, implied, or statutory) for Products that are modified

(except as expressly contemplated herein) or subjected to unusual physical stress

or any other events not within the knowledge and control of the Company. This

limited warranty is in lieu of all other warranties, express or implied, including but

not limited to any warranty of merchantability or fitness for a particular purpose,

and all such warranties are hereby disclaimed.

Notwithstanding Clause 7.2 above, the Company assumes no liability for:

7.3.1. use of Products in an application other than applications indicated in the

Product labels;

7.3.2. the modification of any Product unless such modification was made by

the Company, where such liability would not have occurred but for such

modifications;

88. 7.3.3. any claim arising out of or relating to any material misstatement or

omission made by the Distributor or any statement or representation by

the Distributor regarding the Products which are inconsistent with the

Company’s warranties expressly granted under this Agreement or label

claims;

7.3.4. any claim or losses arising out of or relating to any system failures, errors,

interruptions, delays, or computer virus or otherwise howsoever,

notwithstanding the adoption of reasonable precautions; or

7.3.5. any claim arising out of or relating to the use or access to third-party

websites or webpages linked to the Company’s Portal.

7.4. The Distributor acknowledges and agrees that:

7.4.1. the Company’s sole and exclusive liability under the limited warranty

provided in Clause 7.2 above shall be as specified in Clause 3.14 above;

7.4.2. the Distributor shall pass on to its customers the Company’s limited

warranty in Clause 7.2 above, to the extent permitted by laws of Malaysia;

7.4.3. the Distributor shall not extend or increase the Company’s limited

warranty provided in Clause 7.2 above or assume or agree on behalf of

the Company any other obligation or liability in connection with the

Products.

7.4.4. the Distributor shall be liable for and indemnify the Company from any

and all claims, costs and damages arising out of or in connection with any

unauthorised variation of the Company’s limited warranty hereunder.

INDEMNITIES AND LIMITATION OF LIABILITIES

8.1. The Distributor shall defend, fully indemnify and hold the Company, its assigns, its

respective employees, directors, agents, representatives and affiliates, harmless

from and against any and all liens, damages, losses, liabilities, obligations,

penalties, claims, litigation, demands, defences, judgements, suits, proceedings,

costs, disbursements or expenses of any kind or any nature whatsoever (including

third party claims, reasonable attorney’s fees, consultants’ fees, experts’ fees and

other costs of litigation) arising out of or in connection with:

8.1.1. the Distributor’s breach or non-performance of any of its obligations under

this Agreement;

8.1.2. the Distributor’s breach of any applicable statutory laws, by-laws or

regulations, including but not limited to the Personal Data Protection Act

2010, within Malaysia;

8.1.3. the Distributor’s breach of any representation, warranty or covenant set

out in this Agreement including any negligent or reckless act, omission or

default by the Distributor, its employees, directors, agents,

representatives and affiliates;

98.1.4. any gross negligence, misrepresentation or wilful misconduct by the

Distributor, its employees, directors, agents, representatives and affiliates

in carrying out its obligations under this Agreement;

8.1.5. infringement or alleged infringements of Intellectual Property rights or any

other rights of any party (including the events in Clause 6 above) arising

out of or in connection with the marketing and distribution of the Products

by the Distributor, its employees, directors, agents, representatives and

affiliates.

8.2. In the event of any claims or actions referred to in Clause 6 above and this Clause

8, the Distributor shall promptly notify the Company in writing. The Distributor shall:

8.2.1. assist the Company in directing the defence or negotiations of the claim,

and regularly update and notify the Company of any material

developments or events in relation to such defence or negotiations;

8.2.2. diligently conduct any litigation or negotiations in a manner that does not

adversely affect the name or reputation of the Company; and

8.2.3. not make any form of admission of liability or take any action to settle or

compromise to any such claim in respect to any claims for which the

Distributor are or might be liable to indemnify the Company hereunder,

without the prior written approval of the Company.

8.3. EXCEPT FOR THE LIMITED WARRANTY PROVIDED BY THE COMPANY

HEREUNDER AND TO THE EXTENT PERMITTED BY LAW, THE COMPANY

GRANTS NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,

BY STATUTE, IN ANY COMMUNICATION WITH THE DISTRIBUTOR, OR

CUSTOMERS, OR OTHERWISE, REGARDING THE PRODUCTS, THEIR

FITNESS FOR ANY PURPOSE, THEIR QUALITY, OR THEIR

MERCHANTABILITY. THE COMPANY DOES NOT WARRANT THAT

OPERATION OF THE PRODUCTS WILL BE ERROR-FREE. THE COMPANY

NEITHER ASSUMES NOR AUTHORISES ANY OTHER PERSON TO ASSUME

ANY OTHER LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THE

SALE OR USE OF ANY COMPANY PRODUCTS. TO THE EXTENT PERMITTED

BY LAW, THE LIMITED WARRANTY OF THE COMPANY AND THE REMEDIES

OF THE DISTRIBUTOR HEREUNDER CONSTITUTE THE SOLE AND

EXCLUSIVE OBLIGATION OF THE COMPANY AND ANY PARENT OR

AFFILIATED COMPANY OF THE COMPANY AND CONTAIN THE

DISTRIBUTOR’S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO

DEFECTIVE OR NON-CONFORMING PRODUCTS. THE SAID LIMITED

WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES,

EXPRESS, IMPLIED OR STATUTORY. NOTWITHSTANDING ANYTHING TO

THE CONTRARY CONTAINED HEREIN, AND EVEN TO THE EXTENT NOT

SPECIFICALLY LIMITED OR EXCLUDED IN THE LIMITED WARRANTY OF

THE COMPANY IN EFFECT FROM TIME TO TIME, IN NO EVENT SHALL THE

COMPANY OR ANY PARENT OR AFFILIATED COMPANY OF THE COMPANY

BE LIABLE UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE),

STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR

ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY, OR

CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF

PROFITS OR ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS OF THE

DISTRIBUTOR’S AFFILIATES, SUCCESSORS, OR ASSIGNS, OR THE

CUSTOMERS OR USERS OF THE PRODUCTS.

109. FORCE MAJEURE

9.1. Neither Party shall be deemed to be in breach of its obligations under this

Agreement (or any part of them) if it is unable to perform its obligations due to an

event of Force Majeure.

9.2. For the purposes of this Clause 9, an “event of Force Majeure” shall mean, and

shall include but is not limited to, war, civil war or acts of terrorism, acts of God

and natural catastrophes, strikes, riots, labour unrest or other industrial

disturbances (affecting the performance of this Agreement), government actions

or inactions including but not limited to change of government, change of policies,

regulations and/or rules (affecting the performance of this Agreement), pandemics

or epidemics in any nature, government-imposed lockdown or any form of orders

pertaining to restrictions in movement, and/or any other similar act or condition

beyond its reasonable control.

9.3. If either Party considers the event of Force Majeure to be of such severity or to be

continuing for such period of time that it effectively frustrates the original intention

of this Agreement, then the Parties may mutually agree that this Agreement may

be terminated.

9.4. Should this Agreement be terminated pursuant to Clause 9.3 above, all rights and

obligations of the Parties under this Agreement shall forthwith terminate and

neither Party shall have any claim against or be liable to the other Party save for

any rights and liabilities accruing prior to such termination.

9.5. Neither Party shall be entitled to rely upon the provisions above if it is reasonably

determined that an event of Force Majeure has not occurred.

10. TERMINATION

10.1. A Party may terminate this Agreement by giving not less than thirty (30) days

written notice to the other Party, without assigning any reasons thereof.

10.2. Without limiting its other rights or remedies, this Agreement may be terminated

with immediate effect by either Party, if the other Party (“the Defaulting Party”):

10.2.1. commits a material breach incapable of being remedied which may

include, but is not necessarily limited to, a breach of any representation,

warranties, or undertakings made under this Agreement;

10.2.2. commits a breach of any applicable statutory laws, by-laws or regulations

within Malaysia;

10.2.3. fails to adhere, comply, perform and/or fulfil any of its obligations and/or

the terms and conditions of this Agreement and that such failure has

subsisted for a period of seven (7) days following receipt of a written

notice by the non-Defaulting Party specifying such default to be rectified

(in the case of a default that is capable of being rectified);

10.2.4. becomes insolvent, or takes the benefit of any present or future

insolvency statute, or makes a general assignment for the benefit of

creditors, or files a voluntary petition in bankruptcy or a petition or answer

seeking an arrangement or its reorganisation or the readjustment of its

1110.2.5. 10.2.6. 10.2.7. indebtedness under the applicable bankruptcy laws or any other

applicable laws, or consents to the appointment of a receiver, trustee, or

liquidator of all or substantially all of its property;

by order or decree of the court such Party is adjudged bankrupt, insolvent,

or an order is made approving a petition filed by any of its creditors or by

any of its stockholders or partners, seeking its reorganisation or the

readjustment of its indebtedness under the applicable bankruptcy laws or

under any other applicable law;

a petition under any part of the applicable winding up laws or an action

under any present or future insolvency law or statute is filed against such

Party and is not dismissed or stayed within sixty (60) days after the filing

thereof;

has reasonable belief that the Defaulting Party whether with or without

the Defaulting Party’s knowledge, engages in corrupt practice in

connection with this Agreement.

10.3. The Distributor acknowledges and agrees that the Company shall have the right,

at its sole discretion, to suspend or terminate this Agreement with immediate effect

and withhold or forfeit any outstanding bonuses, incentives, or other payments due

to the Distributor in the event the Distributor breaches, fails to comply with, or is

found to have contravened any of the terms, conditions, or obligations set forth in

this Agreement.

10.4. If either Party is precluded by any applicable laws, regulations or order of any

Governmental Authority from providing or receiving any Products or fulfilling its

obligations under this Agreement, such Party may suspend its obligations or

terminate this Agreement upon providing thirty (30) days prior written notice to the

other Party or within the timeframe required by such applicable laws, regulations,

or order of any Governmental Authority. In the event of a suspension, there shall

be no further liabilities incurred by either the Company or the Distributor until such

suspension is ended and the affected Products can continue to be provided again.

10.5. Consequences of Termination

10.5.1. Upon termination of the Services (or any part thereof):

10.5.1.1. All amounts then due and owing by the Distributor to the

Company shall become immediately due and payable. The

Company shall have the option to complete the supply of all

Products pursuant to any accepted Purchase Orders which

are scheduled for delivery prior to the effective date of

termination;

The Distributor shall return to the Company, or destroy copies

of any Confidential Information or Intellectual Property of the

Company in its possession or under its control, together with

a statement signed by the Distributor (in the case of an

individual) or an officer or duly authorised representative of

the Distributor (in the case of a corporation) to the effect that

all of the Confidential Information and Intellectual Property

has been returned to the Company or destroyed;

10.5.1.2. 1210.5.1.3. The Distributor shall cease to describe itself as a distributor

of the Company and cease to use any of the Intellectual

Property of the Products and/or the Company, and return to

the Company all materials supplied to the Distributor by the

Company which contain any of such Intellectual Property.

Furthermore, upon receipt of written notice from the Company,

the Distributor shall dispose of all packaging, labels,

brochures, lists, and other similar materials containing any of

the Intellectual Property of the Products and/or Company in

accordance with the Company’s instructions;

10.5.1.4. Notwithstanding the foregoing, and as may be instructed by

the Company, the Distributor shall, or shall not, continue to

supply the Products needed to satisfy any contractual

obligations existing as of the effective date of termination of

this Agreement for any reason; and

10.5.1.5. The Distributor shall, to the extent permitted under applicable

laws, use best endeavours to solicit, persuade, or

recommend the customers who have purchased any

Products through the Distributor to transfer any existing

customer contracts with the Distributor (“Customer

Contracts“) to the Company. In the event that such

customers have agreed to such transfer, the Distributor shall

use its best efforts to provide any and all assistance

necessary to facilitate such transfer. The terms and

conditions for the transfer of Customer Contracts shall be

further agreed by the Parties in writing.

10.5.2. Where this Agreement is terminated in accordance with Clause 10.2 or

10.3 above, the non-Defaulting Party shall be entitled to the following:

10.5.2.1. to immediately suspend its performance under this

Agreement;

10.5.2.2. to undertake legal action for damages against the Defaulting

Party, and in addition, to seek specific performance,

injunction, and/or any other equitable remedies as may be

made available to the non-Defaulting Party at such time this

Agreement is being terminated; and/or

10.5.2.3. the Distributor shall not be entitled to any compensation or

damages in the event that the Company decides to exercise

its rights to terminate this Agreement.

10.5.3. Where this Agreement is terminated in accordance with Clause 10.4

above, both Parties shall be entitled to immediately suspend their

performance under this Agreement without prejudice to any rights or

remedies the Parties may have against each other for any antecedent

breach.

11. NOTICES

11.1. Unless otherwise agreed by the Company, all notices, demands, requests or other

communications to be given or made under this Agreement (“Notices”) shall be in

13writing and may be transmitted by the Distributor to the Company through

electronic mail below, any designated messaging platform as adopted by the

Company or the Company’s Portal in the manner as specified on the Company’s

Portal. Notices to the Distributor shall be sent to the Distributor’s contact details

provided to the Company. Notices to the Company are deemed effective and

received when given:

Email

Address

: drmiyu.info@gmail.com

11.2. Notices shall be deemed to have been duly served upon and received by the

addressee at the time when it is sent on the condition that it is sent during normal

working days and hours between 9 a.m. to 6 p.m. from Monday to Friday

(excluding public holidays in Malaysia), failing which the receipt would be deemed

to have been received on the next working day (unless the representative of the

receiving Party is notified prior to sending and receipt shall then be deemed to

have been received on the date the electronic mail is sent).

12. OBLIGATIONS OF CONFIDENTIALITY

12.1. The Parties hereby agree to strictly comply with the obligations of confidentiality

pertaining to the Confidential Information, and shall not disclose or attempt to

disclose, exploit, and/or reproduce any part or the whole of the Confidential

Information directly or indirectly for any purposes other than for the purposes of

implementing the arrangements agreed upon under this Agreement, unless prior

written approval of the other Party is obtained.

12.2. The obligations of confidentiality shall not apply to the following information:

12.2.1. which is in the public domain at the time of disclosure or comes into the

public domain through no act of unauthorised disclosure by the receiving

Party; or

12.2.2. which after such disclosure, through no fault of the receiving Party,

becomes generally available to third parties by publication or otherwise;

or

12.2.3. which was lawfully in the possession of the receiving Party from a third

party under no obligations of confidentiality;

12.2.4. which constitute Confidential Information disclosed with the prior written

approval of the disclosing Party; or

12.2.5. disclosed by the disclosing Party to the receiving Party on a non-

confidential basis and which was expressly identified as such; or

12.2.6. which is required to be disclosed by any applicable laws or by an order of

the Court or by any Governmental Authority.

13. NON-SOLICITATION AND NON-CIRCUMVENTION

13.1. The Distributor agrees not to:

13.1.1. during the Term and for a period of one (1) year from the date of

termination of this Agreement, solicit, entice away or recruit for any

14employment or engagement with any other entity carrying on a similar

business (whether directly or indirectly, or whether similar or competing

businesses) of any person, member, distributor, agent, employee or

consultant of Company or its affiliates thereof with whom the Distributor

had contact or who became known to it through the distribution of the

Company’s Products as contemplated under this Agreement;

13.1.2. during the Term and for a period of one (1) year from the date of

termination of this Agreement, engage or purchase Products directly from

the Manufacturer of the Products without the express prior written

consent of the Company.

13.2. Any breach of Clause 13.1 above shall constitute a material breach of this

Agreement and in such events, the Company reserves the right to immediately

terminate this Agreement without any liability to the Distributor. In such an event,

the Company shall be entitled to recover any costs or damages resulting from such

breach, including but not limited to any losses, expenses, or damages incurred by

the Company.

14. REMEDIES

The Parties hereby acknowledge and agree that where damages shall not be an

adequate remedy for any breach of this Agreement by the Defaulting Party, the non-

Defaulting Party shall be entitled to seek specific performance, injunction or other

equitable relief as remedies in addition to damages for such breach.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 This Agreement shall be governed by and construed in all respects in accordance

with the laws of Malaysia.

15.2 In the event of any dispute, difference, controversy, claim or question arising under,

out of, in connection with or in relation to this Agreement, including its existence,

validity, interpretation, performance, breach, or termination (“Dispute“), both

Parties shall attempt in good faith to resolve the Dispute through negotiations

between an authorised representative of each Party having the authority to resolve

the Dispute (“Negotiations”) within thirty (30) days of notification thereof.

15.3 In the event the Parties are unable to resolve the Dispute through the Negotiations,

either Party may serve written notice to the other Party that such Disputes shall be

referred to the courts of Malaysia.

16. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the

Parties with respect to the matters dealt with in this Agreement and supersedes any

other agreement, letters, or correspondence (oral or written or express or implied)

entered into prior to this Agreement in respect of the matters dealt with in this Agreement.

17. AMENDMENT AND/OR VARIATION

The Company reserves the right to amend, modify and/or update the terms of this

Agreement from time to time at its discretion. Any changes made shall be published and

posted on the Company’s Portal and, where appropriate, notified to the Distributor by

15email, whereupon the Distributor’s continued access to the Company’s Portal and/or

engagement with the Company shall constitute the Distributor’s understanding,

acknowledgment, acceptance, and agreement to the changes made to this Agreement.

18. SEVERABILITY

If any part of any provision of this Agreement is declared invalid or unenforceable under

applicable laws, such part shall only be ineffective to the extent of such invalidity or

unenforceability, without in any way affecting the remaining provisions of this Agreement.

19. WAIVER

Failure by either Party to enforce at any time any provision of this Agreement shall not

be construed as a waiver of its right to enforce the breach of such provision or any other

provision of this Agreement or as a waiver of any continuing succeeding or subsequent

breach of any provision or other provision of this Agreement. For the avoidance of doubt,

any waiver shall be expressly made in writing by the waiving Party to the other Party

and shall be limited to the extent therein provided.

20. SUCCESSORS BOUND

This Agreement binds the heirs, executors, administrators, successors-in-title and

permitted assigns of the respective Parties with respect to all covenants herein and shall

supersede all previous negotiations, and representations made by both Parties whether

orally or in written form.

21. ASSIGNMENTS

The Distributor hereby agrees that this Agreement and the Distributor’s rights hereunder

are non-transferable and may not be assigned by the Distributor to any other party

without the express written consent of the Company.

22. NO PARTNERSHIP NOR AGENCY

Nothing in this Agreement shall be deemed to constitute any partnership between the

Parties, to create any relationship of agency between them, or to create any relationship

of employee-employer, and neither of the Parties has authority to bind the other Party

unless expressly stated in this Agreement or otherwise required by the lawful execution

of the subject matter of this Agreement.

23. TIME

Time whenever mentioned in this Agreement shall be of the essence.