[to be adopted on BAB/Arca Biru’s letterhead]

Our ref :

Date :

To,

[name and address of consultant, company etc]

Attn:

TERMS OF ENGAGEMENT (“TOE”) FOR THE PROVISION OF [brief description of work/project/consultancy]

(1)Appointment

We, Blue Archipelago Berhad[or Arca Biru Sdn Bhd] (“the Company”),are pleased to appoint [name of company/individual,companyregistration no./NRIC and address] (“Service Provider”) to perform the services more particularly described in Clause 2 hereunder.

(2)Scope of Works/Services

The Service Provider agrees and undertakes to perform the following (“Services”) for the Company:-

[Please give a detailed and accurate description of the scope of works to be performed by the Service Provider. You may also described them in an appendix to this Letter]

(3)Engagement Period and Fees

(a)Subject to the terms and conditions herein contained, the Service Provider will be engaged to provide the Services for a period of [ ] months/years commencing from [ ] and shall expire on [ ] (“Engagement Period”) with a possibility of extension based on mutual agreement.

(b)In consideration of the Services, the Company agrees to pay to the Service Provider a fee in the sum of Ringgit Malaysia [ ] (RM ) only (“Fees”) which would be paid to the Service Provider in the following manner:-

[Please state the schedule and method of payment here. You may also described them in an appendix to this Letter]

(4)Deliverables

The Service Provider shall deliver to the Company the following deliverables (“Deliverables”) on or before [ ] (“Delivery Date”):-

[Please describe clearly and exhaustively the deliverables due from the Service Provider here. You may attach the list of deliverables as an appendix to this Letter]

(5) Termination

(a)The Company reserves the absolute right to terminate this appointment or extend the Engagement Period in the event you fail or refuse to perform the Services and/or deliver the Deliverables on or before the Delivery Date. In such instance, the Company reserves the right to withhold or refuse further payment of the Fees, or any part thereof, to the Service Provider. Termination of this Letter shall be affected by sending a written notice to you via mail, fax or e-mail.

(b)Without prejudice to paragraph 5(a) above, the Company may at its absolute discretion extend, at your request, the Engagement Period. In such an event, the Company reserves the right to vary the daily rate amount of the Fees.

(c)This Agreement shall automatically lapse upon full performance of the Services and all Deliverables are delivered to the Companyup to the Company’s satisfaction.

(d)The legal rights of both parties are reserved and further legal action(s) may be taken by one party against the other notwithstanding termination of the engagement by one or both of the parties.

(e)No such expiration or termination of this Agreement will affect the matters set out in this Clause or in Clauses under the captions of “Confidentiality”, “General” and “Governing Law”.

(6)Entire Agreement

This letter comprises the entire Agreement for the provision of the Services to the exclusion of any other express or implied term, whether expressed orally or in writing, including any conditions, warranties and representations and shall supersede all previous contracts, letters of engagement, undertakings, agreements and correspondence regarding the Services.

(7)Confidentiality

(a)The Service Provider is hereby required to sign and return to the Company the Non-Disclosure Agreement, which is attached together with this Letter, together with your acceptance of this Letter.

(b)The Service Provider shall not disclose any information obtained from the Company and/or its related/subsidiary companies, directors, employees and consultants to any party otherwise than with the express prior written agreement of the Company. The Service Provider further agrees to execute and be bound by a Non-Disclosure Agreement provided by the Company.

(8)Intellectual Property Rights

(a)Any intellectual property rights including copyright in any documents, reports or drawings prepared by the Service Provider as part of the Services and/or Deliverables, either originated or made by the Service Provider in the course of performing the Services shall be vested in the Company absolutely. The Service Provider warrants and represents that the use of such documents, reports or drawings prepared by the Service Provider pursuant to this Letter shall not infringe any intellectual property rights including copyright owned by any third party.

(b)The Service Provider shall fully indemnify the Company against all actions, damages and costs (including clients-solicitors’ costs) of whatever nature arising out of the use of documents, reports or drawings prepared by the Service Provider pursuant hereof that infringes any intellectual property rights including copyright owned by any third party.

(9) Successors and Assigns

Unless otherwise agreed in writing, neither party shall not assign any of its rights, obligations or benefits hereunder to any third party. Where assignment is allowed, this letter is endure to benefit of and be binding on the respective successors in title and permitted assigns of each party,

(10)Governing Law

These terms of engagement in this letter shall be governed by, and construed in accordance with, Malaysian Law and the parties hereby submit to the non-exclusive jurisdiction of the courts of Malaysia.

(11)Indemnity

Notwithstanding any provisions herein, the Service Provider shall fully indemnify and keep harmless the Company and/or its subsidiary companies, directors and employees against and from all costs, claims, damages, losses, expenses, demands, causes of action and proceedings of whatsoever nature arising from or contributed by:-

(a)any error, omission, default or breach by the Service Provider, its servant, agents, employees and/or its sub-contractors pursuant to this appointment or to any third party whatsoever; and

(b)any negligence, recklessness or breach of statutory duty on the part of the Service Provider, its servant, agents, employees and/or its sub-contractor.

(12)General

(a)Neither the Company nor the Service Provider will be liable to each other for any failure to fulfill obligations caused by circumstances outside reasonable control (Force Majeure).

(b)Any amendment to this Agreement will not be effective unless agreed in writing by both parties.

(c)If any part of any provision of this letter is invalid or unenforceable under applicable law, such part will be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining part of this letter. No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof.

(d)The Service Provider shall be responsible to ensure all licenses, permits, qualifications, certificate(s) of practice and/or professional indemnity insurance is/are obtained to enable the Service Provider to performance his/her/their obligations hereunder.

(13) Acknowledgement and Acceptance

If the foregoing is in order, we shall be obliged if you could confirm in writing your agreement to the terms of this Letter by signing and returning the enclosed copy together with the duly signed Non-Disclosure Agreement.

Yours faithfully,

BLUE ARCHIPELAGO BERHAD

……………………………

Chief Executive Officer

ACKNOWLEDGMENT AND ACCEPTANCE

I, , on behalf of [ name of Service Provider ]do hereby fully understand and accept the terms and conditions of this appointment.

…………………………………………………….

Authorised Signatory

Name:

Designation:

Date:

Page 1 of 6

Terms of Engagement [ver.2011]

Blue Archipelago Berhad