SALES AGENT AGREEMENT

THIS AGREEMENT is made on this [15/6/2023]

Between

SK MAGIC RETAILS MALAYSIA SDN BHD Company No. 201801026493 (1288516-M) (AJL932325), a company incorporated in
Malaysia and having its principal place of business at Level 11, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur, Malaysia (
herein referred in this Agreement as the “Company”)

And

SALES AGENT’S INFORMATION

Name MUHAMMAD AZIZI BIN SAMSUDIN

Address F4 KG SINGKIR PAYA 08400 MERBUK KEDAH, Merbok,Merbok,Kedah

NRIC No. 010403020823

Mobile Phone No. 0184662543

Email azixsam@gmail.com

AGREEMENT INFORMATION

ID 106238904

Sales Branch Name YRE FAIZ

Signed for and on behalf of Signed by the Sales Agent

SK MAGIC RETAILS MALAYSIA SDN BHD

Company No. 201801026493 (
1288516-M) (AJL932325)
Name ANDY KIM Name MUHAMMAD AZIZI BIN SAMSUDIN

Designation Managing Director NRIC No. 010403020823

SIGN

SK MAGIC RETAILS MALAYSIA SDN BHD Company No. 201801026493 (1288516-M) (AJL932325)
Level 11, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur, Malaysia

T. 1800-18-7878 F. 03-2716-6400 W. www.skmagic.com.my

 NOW IT IS AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATIONS

1.1 In the interpretation of this Agreement, unless the context requires otherwise:

a) Words importing the singular shall also include the plural and vice versa where the context requires.

b) Words importing the male shall also include the female and vice versa where the context requires.

c) Headings to the clauses in this Agreement are for convenience of reference only, and do not form
part of this Agreement and shall not in any way affect the interpretation of this Agreement.
d) Any schedule referred to in this Agreement shall form an integral part of this Agreement.

e) Any reference to a period of days or between dates shall be inclusive of the starting day or date and
the ending day or date.
f) A reference to a company shall mean a company as defined under the Companies Act 2016 or any
amendment thereto.
g) A reference to any legislation shall include a reference to any statutory modifications or re-enactment
thereof.
e) A reference to writing shall include typewriting, handwriting, lithography and other methods of
producing words in visible form.

In this Agreement the following terms shall, unless the context otherwise requires, have the
1.2
meanings assigned to them below:

“Agreement” : means this Sales Agent Agreement including all the cited schedules and any
amendment and variation made in accordance with this Sales Agent Agreement

“Sales Agent” : means Junior Magic Specialist (JMS), Magic Specialist (MS), Magic Manager (MM),
Senior Magic Manager (SMM) or Chief Magic Officer (CMO) (or changes to the
designation names as decided from time to time by the Company that enters into this
Agreement for the purpose of promoting, marketing and/or soliciting orders for the
sale or rental of the Company’s products and services to/from Customers);

“Clause” : means the terms of this Agreement;

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 “Customer” : means existing or potential customers;

“EIS” : has the meaning ascribed to it in Clause 9.4(d) of this Agreement;

“EPF” has the meaning ascribed to it in Clause 9.4(b) of this Agreement;

“Marketing Scheme” means the marketing scheme prescribed by the Company from time to time
in relation to the marketing and promotion plans of its products and services
and payment of Commission and other benefits (if any) to Sales Agent;

“Parties” means the Company and the Sales Agent;

“SOCSO” has the meaning ascribed to it in Clause 9.4(c) of this Agreement;

2. VALIDITY PERIOD
2.1 This Agreement shall remain valid unless terminated earlier by SK Networks Retails Malaysia or the Sales
Agent in accordance with clause 11 of this Agreement.

2.2 This Agreement entered into with the Sales Agent is not exclusive and the Company shall have the
absolute right to enter into the same or similar Agreement with other people or organisations.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party agrees to enter into this Agreement voluntarily and hereby represents and warrants to the
other that at the time of execution of this Agreement, it has full power and authority to enter into this
Agreement and to undertake its obligations under this Agreement.

3.2 The Sales Agent warrants and represents that at the date of this Agreement and throughout the validity
of this Agreement that:

a) The Sales Agent is a Malaysian citizen or resident or foreigners permitted by Malaysian law to
conduct business in Malaysia;

b) The Sales Agent is not a bankrupt or a discharged bankrupt;

c) The Sales Agent is older than 18 years; and

d) The Sales Agent is of good character.

3.3 The Company warrants and represents that at the date of this Agreement and throughout the validity of
this Agreement that:

a) The Company is duly incorporated under the laws of Malaysia; and

b) The Company’s products are of merchantable quality and safe for use.

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4. OBLIGATIONS OF THE COMPANY
4.1 The Company shall at all times during the validity of this Agreement:

a) endeavour to make available its products and services to the Sales Agent for the sale or rental
thereof;
b) promptly review any orders and/or contract for sale or rental submitted by the Sales Agent for
approval. The Sales Agent agrees and understands that the Company has the absolute right to
accept or reject any orders or contract for sale or rental submitted by the Sales Agent for approval;
c) provide adequate training to the Sales Agent from time to time; and

d) make available sales, rental and marketing materials to assist the Sales Agent in the solicitation of
orders for sale and/or rental of the Company’s products and services.

5. OBLIGATIONS OF THE SALES AGENT

5.1 The Sales Agent shall at all times during the validity of this Agreement:

3.2 a) provide excellent assistance, customer support and services to any and all Customers;

b) promote and market the Company’s products and services to Customers and use its best endeavours
to solicit orders for the sale and/or rental of the Company’s products and services from Customers by
providing among others, expertise, assistance and information;

c) provide the Company with details and information relating to the Customers;

d) ensure that the information and details contained in each order and/or any other accompanying
documentation submitted to the Company for approval are correct and accurate;

e) adhere strictly to the Company’s Marketing Scheme;

f) fairly represent the Company’s products and services and shall not make any exaggerated or untrue
claims with respect to the products or services which may be contrary to any laws in Malaysia, in
particular the Consumer Protection Act 1999 and the Trade Description Act 2011.

g) comply and abide by any and all laws in Malaysia, including but not limited to such laws, Codes,
Standard and/or regulations governing the Company and/or the promotion and marketing of the
Company’s product and services to Customers;

h) keep the Company informed of all its promotional, marketing, and customer support and services
activities;

i) attend any training as may be required by the Company from time to time;

j) provide the Company with details and information relating to the Customers; and

k) render any and all assistance to the Company in the recovery of payment from Customers.

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5.1 Upon successful solicitation of an order for sale or rental, the Sales Agent shall prepare the sales or rental
contract and/or any other relevant documents for submission to the Company for approval in a prompt
manner. No order obtained or contract made or any other obligation incurred by the Sales Agent shall
bind the Company unless such order or contract or obligation has been approved and accepted by the
Company.

5.2 The Sales Agent shall bear all costs and expenses incurred in connection with the activities and keep the
Company indemnified against all actions, proceedings, liabilities, claims, damages, losses, costs (including
legal costs on a solicitor-client basis) and expenses arising out of or in any way relating to the activities.

6. COMPLIANCE
6.1 In addition to the terms of this Agreement, the Sales Agent shall at all times comply with the following:
a) The Company’s Sales Agent Rules and Regulations (including any amendments thereof);
b) The Company’s Products and Services Price List (including any amendments thereof); and
c) The Company’s Code of Ethics (including any amendments thereof).
d) Direct Selling Association of Malaysia (“DSAM“)’s Code of Conduct (including any amendments
thereof).

6.2 The Company shall be entitled at any time from time to time unilaterally amend, add, delete or substitute
a) The Company’s Sales Agent Rules and Regulations;
b) The Company’s Products and Service Price List; and
c) The Company’s Code of Ethics.

7. COMMISSION
7.1 In consideration of the performance by the Sales Agent, the Company shall pay the Sales Agent
Commission ("Commission") based on the Company’s Marketing Scheme provided always that:-

a) the Sales Agent has not breached any representations, warranties, terms and/or conditions of this
Agreement; and

b) the Company has received full payment from the Customer in respect of each order for sale or rental
solicited by the Sales Agent.

7.2 The Sales Agent agrees and accepts that the Company shall have the absolute discretion to amend and/or
revise the Marketing Scheme without the consent of the Sales Agent. Any and all changes, amendments,
revisions to the Marketing Scheme, including but not limited to the revision of calculation of the
Commission to the Sales Agent shall take effect and be binding upon the Sales Agent upon expiry of
thirty (30) days from the date of issuance of the Company’s written notice to the Customer of such
change, amendment, revision to the Marketing Scheme.

7.3 The Company shall issue Commission less any deductions (including but not limited to any applicable
taxes or other charges (if and as required by law) and the penalties applicable under Company’s
Marketing Scheme (if any)) upon such verification and/or approval from the Company’s Management.

7.4 The Company shall be entitled to retain and/or withhold such amount of tax as prescribed under the
Income Tax Act 1967 (or any other relevant legislations including any amendments made thereto) from
the gross Commission for the prescribed month and shall remit the same to the Director General of Inland
Revenue.

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7.5 The Company shall have the absolute right to withhold and/or refuse payment of the Commission
without the Sales Agent’s prior consent if the Sales Agent has breached any of the representations,
warranties, terms and/or conditions of the Agreement and/or there is reasonable ground for the
Company to believe or suspect that Sales Agent has committed fraud or any wrongdoings as against
7.6 The Company shall be entitled to set off and/or deduct the Commission payable to the Sales Agent as
against any outstanding on the Sales Agent’s own personal purchase or any purchase under the Sales
Agent’s own address or any known address of the Sales Agent or under the Sales Agent’s individual
company or enterprise (as the case may be) without the prior consent of the Sales Agent.
7.7 The Sales Agent agrees that this Agreement provides no guarantee of income, nor is there a
guarantee by the Company of success or profit.

7.8 The Sales Agent will not receive, nor be entitled to receive, any financial rewards from the Company
from the mere act of enrolling other persons as an independent Sales Agent of the Company.

8. CONDUCT OF BUSINESS

8.1 The Sales Agent shall throughout the validity of this Agreement present the Company and its products
and services in its best possible light and in an honest and truthful manner.

8.2 The Sales Agent shall throughout the validity of this Agreement act faithfully in the best interest of the
Company and ensure that the Sales Agent’s personal interest shall not be in direct conflict with the
interest of the Company.

8.3 The Sales Agent shall at all times not harm and protect from harm the reputation and image of the
Company and its products and services.

8.4 The Sales Agent shall not undertake any activities that will harm the reputation and image of the
Company and its products and services.

8.5 The Sales Agent shall not sell or rent the Company’s product and services by offering any discounts or
promotions other than those approved in writing by the Company.

8.6 The Sales Agent shall not hold himself / herself out to be a distributor, reseller, supplier of the
Company without first obtaining the prior written approval of the Company.

8.7 During the term of this Agreement, the Sales Agent shall not directly or indirectly:-

a) enter into any agreement or arrangement or in any way have any dealings with a competitor and
/or its affiliated companies (whether by way of common directorship and/or direct or indirect
shareholding or where such relationship may pose or give the appearance of posing a conflict of
b) solicit or entice away, or attempt to employ, solicit or entice away from the Company any person
who is a Sales Agent or any affiliated persons of the Company.

8.8 The Sales Agent shall also warrant that his/her spouse is not and will not enter into any employment or
any kind of business arrangement whatsoever with any competitor of the Company carrying out the
business of or in connection with the nature of business of the Company, at all times during the term
of this Agreement.

8.9 For the avoidance of doubt, the Company reserves the right to transfer and/or relocate the Sales
Agent or any person related to the Sales Agent (including but not limited to the Sales Agent’s spouse,
sibling, partner and/or any other relative) to another organization or branch in the event that such
related person is working at the same organisation and/or branch as the Sales Agent so to avoid
conflict of interests.
8.10 The Sales Agent shall not conspire with Customers and/or other independent Sales Agent engaged by
the Company to effect any action in concert without the consent of the Company or to effect either
individually or with others a competition with the Company on the Sales Agent’s own account or for,
with, or through another in matters relating to the scope of the Sales Agent’s retention.

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8.11 The Sales Agent shall not commit or induce any other person to commit any fraud and wrongdoings on
the Company in any manner whatsoever, including but not limited to deliberately submitting incorrect,
false or fictitious documents and/or information to the Company.

8.12 Upon execution of this Agreement, the Company shall provide the Sales Agent with a Sales Agent
identification card, which the Sales Agent shall carry at all times when carrying out any or all of its
obligations under this Agreement. If requested, the Sales Agent shall present the Sales Agent
identification card to all Customers or any third parties that have legal right to view the Sales Agent

9. INDEPENDENCE OF SALES AGENT

9.1 The Company has appointed the Sales Agent only for the purposes and to the extent set forth in this
Agreement and the relationship of the Sales Agent to the Company is that of an independent contractor.

9.2 The Sales Agent’s title and status upon appointment will follow the specific requirements as laid out in the
Marketing Scheme provided by the Company. The Company shall have the absolute discretion to allow or
refuse any request for a change in the Sales Agent’s title, status, team and/or branch.

9.3 Nothing in this Agreement shall be construed that the appointed Sales Agent is a partner, joint venturer
or employee of the Company.

9.4 The Company will not be responsible for payment of the following, among others, for the Sales Agent:

a) income tax under the Income Tax (Deduction from Remuneration) Rules 1994;

b) employee’s provident fund ("EPF") under the Employees Provident Fund Act 1991;

c) social security insurance ("SOCSO") under the Employees Social Security Act 1969;

d) employment insurance ("EIS") under the Employment Insurance System Act 2017; and

e) any other insurance, if any.

9.5 The Sales Agent shall be solely liable and fully responsible for the payment of the Sales Agent’s own
income tax, EPF, SOCSO, EIS or any other statutory taxes or other expenses.

9.6 The Sales Agent shall bear and be fully responsible for all expenses including, among others, travel and/or
any related costs, when fulfilling its obligations as a Sales Agent of the Company under this Agreement.

9.7 Except for what is expressly stated in the Marketing Scheme, the Sales Agent may not make any other
demands, claims of whatsoever nature against the Company.

9.8 Without limiting any other provisions in this Agreement, the Sales Agent shall have no right or authority
to make any contract, agreement or commitment in the name of or for the account of the Company, nor
to assume or create any obligation or liability of any kind, express or implied, on behalf of the Company,
nor to make any representation or warranty, express or implied, on behalf of the Company, without prior
written authorization signed by an officer of the Company.

10. CONDITIONS FOR NEW SALES AGENT

10.1 Upon acceptance of this Agreement by both parties, the Sales Agent warrants to undertake to attend the
new Sales Agent training and to undergo a qualification test (if applicable).

10.2 The Company’s Sales Agent Code and identification card shall be issued to all new Sales Agent.

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11. TERMINATION
11.1 Either the Company or the Sales Agent may terminate this Agreement at any time without assigning any
reason by giving written notice to the other party and such termination shall take effect immediately upon
receipt of such notice by the other party.

11.2 Any notice issued under Clause 11.1 shall be deemed delivered if sent in accordance with clauses 15.1
and 15.2.

11.3 Upon termination of this Agreement, the following shall take into effect:

a) The Sales Agent shall not be permitted to re-join the Company in any capacity whatsoever for a
period of six (6) months immediately after the termination of this Agreement;

b) For a period of twelve (12) months immediately after the termination of this Agreement, the Sales
Agent shall not be directly or indirectly engaged or interested in (whether as employee, principal,
Sales Agent, consultant or otherwise), or conduct any business in Malaysia which is wholly or partly
in competition with any business carried on by the Company and shall not solicit or entice away, or
attempt to employ, solicit or entice away from the Company any person who is sales agent or any
affiliated persons of the Company;

c) The Sales Agent shall immediately cease all activities relating to the Company and its product and
services, including but not limited to the promotion, marketing, solicitation of the sales or rental of
the Company’s product and services;

d) No new sales of the Company’s product and services made by the Sales Agent shall be recognised by
the Company after the date of termination of this Agreement;

e) In the event of any breach, fraud and/or wrongdoings on the part of Sales Agent, the Company
shall, without prejudice to such other remedy available to the Company under this Agreement or at
all, be entitled to forfeit all remaining Commission due to the Sales Agent (if any) upon termination
of this Agreement; and

f) The Sales Agent shall return all information, data, material or properties belonging to the Company
obtained and/or procured in the performance of this Agreement to the Company in a prompt
manner upon termination of this Agreement.

11.4 For the avoidance of doubt and without prejudice to Clauses 11.1 and 11.3 above, the Company reserves
its right to initiate legal action against the Sales Agent in the event of any breach of terms, conditions,
covenants, warranties or representations under this Agreement by the Sales Agent.

12. TIME OF THE ESSENCE

12.1 Time wherever mentioned in this Agreement shall be of the essence.

13. APPLICABLE LAW

13.1 This Agreement shall be governed and construed in accordance with the laws of Malaysia and the Parties
hereby submit to the exclusive jurisdiction of the Courts of Malaysia.

14. INVALIDITY AND SEVERABILITY

14.1 If any clause in this Agreement is found by any court or administrative body of competent jurisdiction to
be invalid or unenforceable, the invalidity or unenforceability of such clause shall not affect the other
provisions of this Agreement and all clauses not affected by such invalidity or unenforceability shall remain
in full force and effect. The Parties hereby agree to amicably and mutually attempt to substitute any
invalid or unenforceable clause with valid or enforceable clause that achieves the original or similar
objective.

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15. NOTICE AND CORRESPONDENCE
15.1 All notices, memorandums, requests, documents or other communications in connection with this
Agreement shall be in writing and shall be delivered by electronic mail to the email address given in this
Agreement or by way of ordinary or registered post (non-AR registered) or personal delivery to the
address given by either Party in the Agreement and shall be deemed delivered to the other Party:

a) in the case of electronic mail, on the day of transmission;

b) in the case of or ordinary or registered post, two (2) days after the date of posting regardless of
whether the notices or demands are returned undelivered or unclaimed; or

c) in the case of personal delivery, at the time of delivery.

15.2 Any court process including summons may be sent by hand, registered post (either AR or non-AR
registered) to the address of either Party given in this Agreement and shall be deemed to be delivered to
the other party at the time of delivery, if delivered by hand, or within three (3) days after posting, if sent
by registered post, notwithstanding its subsequent return by the post office or that the acknowledged AR
card is not received.

16. LIMITATION OF LIABILITY

16.1 Unless otherwise mentioned in this Agreement, neither Party shall be liable for consequential, incidental
or punitive loss, damage or expenses (including but not limited to business interruption, lost business, lost
savings or lost earnings).

17. TRANSFER, GIVE, ASSIGN, SUB-CONTRACT, NOVATE OR SELL

17.1 The Sales Agent may not transfer, give, assign, sub-contract, novate or sell the whole or any part of this
Agreement to any person or organisation unless with prior written consent of the other Party.

17.2 The Sales Agent shall not enter into any Agreement on behalf of the Company or bind or attempt to bind
the Company in any Agreement or otherwise. The Company may transfer, give, assign, sub-contract,
novate or sell the whole or any part of this Agreement to any person or organisation.

18. PERSONAL DATA

18.1 The Sales Agent hereby irrevocably consents to providing any personal data to the Company and further
consents to the Company collecting, retaining, using and/or otherwise processing the Sales Agent’s
personal data to enable the Company to enter into transactions with the Sales Agent or to deliver to the
Sales Agent the necessary notices and/or services for the purposes of communication, enforcement,
performance, compliance and/or observance of the provisions of this Agreement and if the Sales Agent is
a corporate body, the Sales Agent confirms and warrants that all directors and secretary of the Sales
Agent have consented to the provision of their personal data to the Company and all such personal data
furnished to the Company is up to date and accurate.

18.2 The Sales Agent irrevocably authorizes the Company to provide or disclose the Sales Agent’s personal data
to any person:-

a) to whom the Company is compelled or required to do so under law or to any relevant authorities,
statutory bodies, regulatory bodies and government agencies;

b) any relevant financial institutions, credit reporting agencies, professional advisers or to

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 any third party having commercial dealing with the Company; or

c) to any database storage/server within the group of companies of the Company.

18.3 The Sales Agent agrees to handle any personal information the Sales Agent collects or has access to as a
result of this Agreement in a manner which is fair, lawful and in accordance with the Personal Data
Protection Act 2010 and comply with any policies issued by the Company from time to time in relation in
18.4 The Sales Agent must only use or disclose personal information for the purpose of fulfilling its obligations
under this Agreement or as instructed by the Company from time to time.

18.5 The Sales Agent will co-operate with the Company in resolving any complaint alleging a breach of the
privacy policy and in providing access to any record of personal information following a request by an
individual.

19. CONFIDENTIAL INFORMATION

19.1 It is understood and agreed that the Sales Agent may have access to certain information of the Company
which is confidential and proprietary and which is owned by the Company. For the purposes of this
Agreement “Confidential Information” shall mean all information, without regard to form, including,
without limitation, the Company’s Sales Agent lists, contact information (or other personal information of
any kind relating to any Sales Agent or customer, including customers introduced by the Sales Agent),
Sales Agent’s sales and status data, and other information that is not generally known. However, “
Confidential Information” does not include: (i) information that was in fact actually and verifiably derived
from a publicly available source without use of any Confidential Information or (ii) is or becomes publicly
known or generally known without breach of any obligation of confidentiality. The Sales Agent shall not
disclose Confidential Information to any third party during the term of this Agreement or thereafter
without the written consent of the Company both during the term of this Agreement and thereafter. All
Confidential Information shall be the exclusive property of the Company.

20. OTHER
20.1 In case of dispute, the Management of the Company reserves the right to make the final decision.
20.2 The Sales Agent authorises the Company, at any time and from time to time to process (including but not
limited to access, obtain, verify and/or use) any data or information from any source (including but not
limited to credit reference agencies, credit reporting agencies ("CRA") Bank Negara Malaysia (BNM), any
credit bureau and/or the Central Credit Reference Information System ("CCRIS") and such relevant
authorities) for the purposes of evaluating Sales Agent's credit standing, as Sales Agent has or may have
as the Company deems fit in connection to Sales Agent in this Agreement, CCRIS, and/ or any such
relevant authorities (as the case may be), registered CRAs and/or any business entities for bona fide
purpose as the Company deems fit. At the same time, Sales Agent also agrees to give consent to CTOS
Data Systems Sdn Bhd, the Company's appointed CRA as defined in the Credit Reporting Agencies Act
2010 for the purpose of this Agreement to disclose any such credit information to the Company in order
to allow the Company to process Sales Agent's credit information to determine Sales Agent's credit
standing and personal data as per the Personal Data Protection Act 2010.

20.3 Except as expressly provided under this Agreement, no alteration, waiver or modification of the printed
terms and conditions of this Agreement or verbal communication made with regards to this Agreement
shall be valid unless consented and signed by the authorised personnel of the Company.

20.4 This Agreement may be executed in any number of counterparts, each of which when executed shall
constitute a duplicate original, but all the counterparts shall together constitute an agreement.

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