General Terms and Conditions
- This Partner Handshake (the “Agreement”) is made between Music Tribe Commercial Sdn Bhd (“Music Tribe”, “We”, “us”) and the Partner with the details as set out in Partner Handshake (“Partner”) on the date by the final Party (“Commencement Date”).
- Music Tribe has its own categorisation of the Partner according to the assigned Products and territory. The Partner shall have different classification as provided in the Partner Classification in the Partner Handshake. For the avoidance of doubt, the classification merely is the record of Music Tribe.
- This Agreement shall come into full force, effect commencing on the Commencement Date and continue to be valid throughout the term (“Term”) until otherwise sooner terminated by either Party in accordance with the terms of this Agreement.
- In this Agreement, both Parties commit to exert reasonable commercial efforts to fulfil the objectives outlined in the Agreement ('Intent'). Parties will collaborate to pursue the Intent and cultivate business opportunities and shared commitments through mechanisms including the Infinite Relationship, Co-Innovation, Co-Inspiration, and Co-Support.
- The measures stated therein are designed to ensure a strong partnership where Parties are deeply committed to working closely with each other, aligning with Music Tribe's purpose, and tackling challenges and opportunities together.
- Visiting. To ensure a robust partnership, Parties will visit each other establishment annually, with the frequency stated therein.
- Territorial access. The Partner shall distribute the assigned Products in its local territory, and shall provide and maintain, at its sole expense, its own sales and support organization that is adequate and competent to effectively promote the Products in the Territory and render pre-sales and post-sales support to customers. Partner must ensure that its sales and support staff does not make, directly or indirectly, any false, misleading or disparaging representations to any customers or other persons or organizations in regard to the Products.
- The Partner is solely responsible for creating, maintaining and hosting it’s own platform/storefront necessary in connection with the promotion of the Products. Music Tribe shall have the rights to make a request for any reasonable modifications to its storefront/platform in accordance to its brand guidelines, and the Partner will in a reasonable time and using reasonable endeavors to accommodate such request.
- To provide value, we offer a competitive pricing, granting you a discount rate. The payment term we provided is as stated therein. Additionally, we aim to simplify logistics terms, where Music Tribe serves as the Importer of Record. To optimize shipping, we suggest a minimum container volume of 40 ft HQ.
- Pricing. Throughout the Term, Music Tribe agrees to offer the Partner a discount, margins, or supplied the Products to the Partner. Any changes to the Product Price shall be mutually agreed upon in writing. Notwithstanding to the above, Music Tribe shall have the rights to update and revise the Product Price from time to time.
- The Product Price offered by Music Tribe to the Partner set forth in official and confidential price list provided by Music Tribe (“Price List”). The prices indicated in the Price List are inclusive of costs of packaging, loading, transport, unloading, insurance, customs, duties, and/or other import or transport services and fees. If the price of a particular Product is not published in the Price List, or if the relevant Price List is not in effect at the time of acceptance of the order, the price of such Product shall be determined by Music Tribe on a case-by-case basis. Due to currency fluctuations, supplier price changes, and other matters including, but not limited to, changing market conditions, product discontinuation, product unavailability, and other factors beyond Music Tribe’s control, Music Tribe may adjust it Price List from time to time.
- The prices are quoted and agreed on Incoterms 2020, which shall be interpreted in accordance with the latest currently available version in force.
- Music Tribe shall provide the Partner with thirty (30) days of notice of any such alteration to the Price List. In the event any price increase or reduction, the new price is effective on the date it stated, and it is applicable upon the order made by Partner. For the avoidance of doubt, such alteration made shall not affect the paid order which were placed and accepted by Music Tribe prior to the changes. In cases where the price increases, we will uphold the original price; conversely, if the price decreases, we will apply the new price.
- Revenue Target. The Parties acknowledge the importance of setting achievable and mutually beneficial goals for the growth of this strategic partnership on an annual basis. The Revenue Target which set out in the Agreement shall be agreed between the Parties, taking into consideration market trends, industry benchmarks, and growth projections. The Parties commit to making reasonable efforts to achieve the Revenue Target. Should the annual revenue is fall short of the target, the Parties shall review and assess the partnership's alignment with the stated objectives, and Music Tribe shall have the rights to revise the terms or to review the status of this Agreement.
- Payment Term. The Partner shall pay Music Tribe in the following manner as set out in the Agreement and it shall only be in USD. All the Payment Term granted in this Agreement is at Music Tribe sole discretion, and Music Tribe has the right to withdraw or revised it from time to time.
- Music Tribe reserves the right to cease supply and/or reverse any discounts or margins without prior notice to the Partner if the account remains unpaid after the due date; and Music Tribe’s cost of collection of the payment, including legal fees (on a solicitor-client basis) will be payable by the Partner, if the Partner default in any outstanding amount when is due for payment.
- In the event the Partner disputes any amounts paid, charged or invoiced in connection with the purchase order, or Parties dispute any amounts indicated in the reconciliation report, Parties shall raise it within thirty (30) days with the submission of transaction data for verification and reconciliation. The Partner relinquishes any right to deduct amounts charged by Music Tribe, unless Music Tribe issues a credit note authorizing such deduction. For the avoidance of doubt, any payment under the Service claims do not suspend the payment obligations of the Partner. Parties shall work diligently and settle the dispute together on a good faith basis within fourteen (14) days from the raise of such dispute.
- Freight terms. The terms of delivery shall be in accordance with the Incoterms 2020 rules as developed by the International Chamber of Commerce from time to time as specified in the purchase order of the Products, and the delivery method for the Products shall be provided in the Agreement. Further, the importer of record as provided therein determines the Party who is responsible for filing legally required documents and paying the assessed import duties and other taxes on the Products. The Party who is the Importer of Record is responsible for all supporting documentation that goes along with an import.
- Music Tribe shall not be responsible for any consequences of delay of delivery outside the reasonable control of Music Tribe. If any delivery of Products is cancelled by the Partner for any reason whatsoever, other than Force Majeure, after seventy-two (72) hours following acceptance of the purchase order by Music Tribe, Music Tribe reserves the right to charge a cancellation fee.
- Minimum Container Shipping Volume. The minimum quantity of Products, as specified in the Agreement, that must be ordered and shipped in a single shipping container to meet the criteria outlined herein.
- Inventory price protection. Recognizing the need for stability in pricing, Parties commit to inventory price protection.
- Co-Innovation involves fostering deep connections between the Parties and musicians, by leverage Music Tribe's disruptive innovation to jointly create revolutionary products, reaching musicians who have yet to experience innovation. Additionally, workshops will be conducted to facilitate this collaborative process, including product design, testing, and validation with the musicians.
- Preferred product categories. The Partner from time to time during the Term shall order and purchase the products that are agreed between the Parties (“Products”). The Partner shall purchase all assigned Products which is available at all times.
- All order shall be placed by the Partner in accordance with the process as set out in Order Process.
- Music Tribe shall, pursuant to the sale of the Product agrees and acknowledges that the Partner may resell such Products to any third parties (“Reseller”) which may then sell and/or market the said Product. Music Tribe further permits, grants, and provides all necessary licenses, authority, approvals and/or permission to the Partner for the purposes of the Partner reselling and/or marketing the Products.
- Music Tribe may from time to time make available for sale certain Products which may only be used by the Partner for a particular purpose and for no other purpose.
- Music Tribe may from time to time specify additional terms applicable as a condition of sale of certain Products, including without limitation, minimum quantity of the order, the terms of the supply of the Product as well as other terms which are required by Music Tribe to comply with its obligations to the supplier of the Product.
- Such additional terms shall be communicated to the Partner prior to the supply of the Product, and Music Tribe may require the Partner to provide additional documents and information for such arrangement. The Partner shall provide all such documents and information at the time requested by Music Tribe each in form and substance satisfactory to Music Tribe.
- Any additional terms in relation to a Product shall be agreed in writing between Music Tribe and the Partner through entering into any further agreement, instrument or document. The additional terms shall be deemed to be incorporated into this Agreement.
- Inventory and Reports. The Partner shall maintain an adequate inventories of all Products and/or the assigned range of Products to be consistent with the requirements agreed between the Parties.
- The Partner shall ensure the implementation of the first in/first out method to uphold the presence of the most recent stock keeping unit version/revision in its inventory.
- The Partner shall provide Music Tribe for its inventory report and sell through report for the Products to ensure the availability of the Products to prevent any actual or potential inventory issues.
- Upon request, the Partner shall supply Music Tribe for reports relating to its orders, items return, stocks, projected orders for the Products, and/or any other information as Music Tribe may reasonably requires from time to time.
- Through profound engagement, Parties endeavor to foster inspiration, aligning with Music Tribe's collective purpose, addressing concurrent challenges, and seizing available opportunities. Furthermore, this dedication shall extend to Musicians, driven by the charitable purpose, as Parties collaborate on initiatives that encompass the brand and community. Additionally, Parties aim to establish charitable programs for Musicians who may otherwise lack access and guided by a common objective to influence the lives of musicians.
- Allowance. Music Tribe shall provide an allowance which designated to facilitate joint marketing initiatives, brand visibility, and promotional activities intended to drive market awareness and customer engagement.
- Parties acknowledge that the allowance allocation may be subject to periodic review, adjustment, or withdraw by Music Tribe based on changing business needs and market conditions.
- In this partnership, Co-Support is at the core of our commitment, encompassing deep engagement between the Parties for technical support and service. This commitment extends to Musicians, aiming to create a disruptive support and service framework that caters to those who have unique challenges.
- To implement this framework effectively, Parties will conduct workshops at varying frequencies as provided in the Agreement and offering a 24/7 technical support for enterprise clients and aligning technical support for retail clients with local business hours.
- Music Tribe aim to fulfil all spare part orders within the time frame stipulated in the Agreement. Parties shall ensure that the service coverage globally. Pricing for spare parts is maintained at a cost-neutral level, and the Partner ensures cost-neutral out-of-warranty pricing, including freight costs. Both parties are committed to maintaining the spare part availability of 90%.
- Service allowance. In collaboration, Music Tribe recognize the importance of providing top-notch service. To facilitate this, Music Tribe has allocated a service allowance to the Partner. Under this allowance, the Partner is responsible for offering free warranty service to the customer in accordance to the Music Tribe satisfaction, which shall include the defect on arrival, and empowers the Pa to promptly address issues and enhance customer satisfaction.
- The Partner shall be responsible to handle all enquiries and complaints of its customers or the Reseller with respect to the Products. Partner shall provide Music Tribe with the contact of designated customer service team for communications for all enquiries and complaints with respect to the Products. Music Tribe will provide the Partner with Product terms and conditions, where the Partner may directly and rely upon as to their accuracy and compliance with all Laws.
- The Parties have executed this Agreement by its authorized personnel, and this indicate the Party’s express intention to be bound by all the terms and conditions as set out in this Agreement.
Products Specifications Compliance
- The Partner acknowledges that Music Tribe is obliged to comply with various laws to ensure compliance for its Products.
- The Partner shall inform and provide Music Tribe with all information necessary to enable Music Tribe to ensure that the Products shall comply with local laws and regulations and promptly advise Music Tribe of any change or proposed change thereto.
- In the event there’s any claims on a Products, the Partner shall provide Music Tribe with copies of all product liability claims and complaint letters relating to the Products within seventy-two (72) hours of receipt of the claims or complaint letters. If any government agency recalls the Products, both Parties shall cooperate to properly effect the recall. The Party that caused the problem that resulted in a recall, decree, order or judgment of a court, tribunal, or agency, shall bear the expense related thereto. If both Parties contributed to the problem that resulted in a recall, decree, order or judgment of a court, tribunal or agency, the Parties shall share the expenses in proportion to each Party’s relative responsibility.
The Party liable for the cost of a recall shall retain all of the Products so recalled. In the event Music Tribe is liable for the cost of recall, Music Tribe shall have the rights to request the Partner to retain the recalled products on its behalf. To the extent that the Parties share the costs of a recall, each Party shall receive its pro-rata share of the recalled Products.
- Inspection of the Products. Upon the receipt of the Products, the Partner shall be responsible to inspect the Products. Any discrepancies between the order, the Partner shall raise it with Music Tribe within thirty (30) days from the date of receipt of the Products. The Partner shall notify and specify to Music Tribe of any shortage, loss, or other discrepancy for the Products received.
- The Partner shall retain all damaged Products or Products with other discrepancies in its original packaging for inspection by Music Tribe.
- Music Tribe will not address any requests or discrepancies raised by the Partner beyond a period of thirty (30) days from the date of receiving the Products.
Risk and Transfer of Title/Lien on Unpaid Goods
- All deliveries of the Products shall be made by Music Tribe in accordance with the Incoterms agreed upon; risk and title to the Products shall transfer to the Partner upon the receipt of the Products by the Partner.
- In the event of any outstanding payment obligations, unresolved disputes related to the Products provided under this Agreement or any bankruptcy or closure of the Partner, or of a substantive change in Partner’s ownership structure or financial position, Music Tribe reserves the right to impose a product lien on the Products that has been receipt by the Partner. The product lien entails Music Tribe retaining ownership of the Products until all outstanding payments are settled or the dispute is resolved. Further, the Partner shall ensure such Products are not pledged as security or otherwise encumbered to any third party without the prior written approval of Music Tribe.
- The Partner acknowledges that Music Tribe may, at its discretion, withhold the delivery of additional products until such payment or dispute matters are resolved to the satisfaction of Music Tribe. This provision ensures that Music Tribe's interests are safeguarded and encourages prompt resolution of any payment-related concerns or disputes.
- The Embargo Date which refers to specific date upon which certain confidential information, announcements, press releases, or other communications agreed upon between the Parties shall be shared with the public, clients, or stakeholders and the purpose of determining the Embargo Date is to ensure that both parties are well-prepared for the announcement and can align their respective communication strategies.
- Until the Embargo Date, both Parties commit to treating the confidential information or announcement as strictly confidential and refrain from any premature or unauthorized disclosures.
- Partner found to have breached the Embargo Date agreement shall be subject to appropriate actions as outlined in the confidentiality and non-disclosure provisions of this Agreement, and it shall constitute as a Default.
Representations and Warranties
- Parties represents and warrants that it is the owner, operator, and/or otherwise has all the necessary rights, licenses, and/or is legally authorized to the manage and operate the brand and business for the purposes envisaged in this Agreement.
- Music Tribe further represents and warrants that (i) the Products shall comply with all Laws, and (ii) it is the owner of Music Tribe’s marks or has obtained the rights for Music Tribe’s marks and all Intellectual Property related to Music Tribe and has the right to grant the licenses to the Partner and the Reseller.
- Each Party represents and warrants to and for the benefit of the other as follows:
- it is duly organized and validly existing under the laws of its jurisdiction of incorporation;
- it has (and will maintain) the power, capacity, right, authorization and has taken all necessary action (where applicable) to enter into, exercise its rights and perform and comply with its obligations under this Agreement;
- this Agreement constitutes its legal, valid and binding obligations, enforceable in accordance with the terms hereof;
- its entry into, exercise of its rights and/or performance or compliance with its obligations under this Agreement do not and will not violate or contravene: (a) its constitutive documents, (b) any agreement to which it is a Party to or is otherwise bound, (c) any law or regulation or (d) any court, arbitral or administrative judgment or order;
- each signatory to this Agreement is duly authorized to sign this Agreement on behalf of the Party identified;
- it has (and will maintain) adequate facilities (including staff training, internal controls, and technical equipment) to: (a) to comply with its data protection and confidentiality obligations hereunder, and (b) to fulfil its obligations hereunder generally, including, but not limited to, obligations that are technical in nature; and
- to co-operate and collaborate with each other in the all matters under this Agreement.
- For the purposes hereof, the term “Intellectual Property” shall mean all intellectual property and proprietary rights, including all present and future rights conferred by statutes, common law or equity in or in relation to any copyright, trademark, trade name, trade logo, trade slogans, service mark, industrial design, patent, layout design of integrated circuit, business method, domain name, trade secret, promotional material, software, algorithms, mask works, branding and any other intellectual property rights in any field or industry.
- Unless expressed otherwise, all ownership to Intellectual Property of each Party shall belong to the Party generally, and any use, adaptation or amendments of Intellectual Property shall be subject to the prior written approval of the Party licensing the same. No Party shall use the other Party’s Intellectual Property or mention the other Party in any public communication without prior written approval.
- For the duration of the Agreement, each Party grants to each other a non-exclusive, worldwide, royalty-free, non-transferable license to copy, use and display: (a) any logo, trademark, and trade name owned by (or, to the extent that such Party is permitted to grant a sublicense, licensed to) the other Party for the purposes of this Agreement; and (b) such other forms of Intellectual Property as may be agreed by the Parties from time to time.
- Each Party shall use the other Party’s Intellectual Property in accordance with the latter Party’s reasonable instructions having regard to the purpose of such use under this Agreement, each Party warrants that the grant of license herein shall not violate any third party’s rights.
Usage of Logo and Name
- Additionally, the Partner acknowledges and agrees that this strategic partnership between the Parties may require the use of assets, licenses, brands, trademarks, logos and other rights associated, related or affiliated with the Partner as may be necessary to give full effect to this Agreement but which may not necessarily be owned or held by the Partner. In such an event, the Partner represents, warrants that it is able to procure the necessary rights to give full effect to this Agreement.
- Accordingly, and unless stated otherwise, a reference to “the Partner” shall include its affiliates, related companies, agents, representatives, franchisor, franchisees, licensors, licensees, and such other persons or entities necessary to give effect to the intention of the Parties and all other provisions under this Agreement.
- For the purposes hereof, the term “Confidential Information” shall means any information or material which is: (a) marked as “Confidential”, “Proprietary”, or “Restricted”; (b) not generally known outside of the Parties (including their subsidiaries and affiliates) or otherwise not available to the general public at the time of the disclosure; and/or (c) under the circumstances surrounding disclosure, ought to be treated as confidential; and without derogating from the generality of the foregoing, the terms of this Agreement, business plans, models, methods, and strategies, client and customer lists, client and customer data, technical specifications, drawings and documents, and trade secrets shall be deemed confidential.
- The Parties irrevocably undertake and covenant with each other that it shall not during and after the subsistence of this Agreement divulge, replace, copy, duplicate, reverse engineer, modify, tamper, disclose or transmit to any person whosoever or otherwise make use of and to prevent the publication or disclosure of any Confidential Information unless prior written approval of the other has been obtained or where such disclosure is required by law.
- On request from a Party (“Disclosing Party”), the other Party (“Recipient Party”) shall forthwith return to the Disclosing Party any Confidential Information which the Disclosing Party had previously supplied to the Recipient Party. Where such Confidential Information cannot for any reason be returned to the Disclosing Party, then the Recipient Party shall destroy such Confidential Information in such manner as the Disclosing Party shall prescribe.
- Each Party may only disclose or use such information other than in connection with the performance of its obligations under this Agreement if required by law, authorized in writing by the other Party or if such information is or becomes through no default of either Party, public information, is lawfully received by the Party from a third party on an unrestricted basis, or is already known to the Party before receipt from the other party.
- The obligation of confidentiality herein shall continue notwithstanding the termination or expiry of this Agreement.
- Compliance with the Personal Data Protection Act 2010 or any relevant rules and regulations with regards to personal data - Parties shall at and its officers, employees, servants and/or agents shall at all times comply with the provisions of the Personal Data Protection Act 2010 (Act 709), and/or any local rules and regulations with regards to data protection as may be applicable and undertake to ensure confidentiality and privacy of all personal data received..
- Indemnity - The Recipient Party agrees to fully indemnify and hold the Disclosing Party harmless from and against any claim, loss or expense that the Disclosing Party may suffer as a result of the breach on the part of the Recipient Party, its personnel officers, employees, servants, representatives and/or agents of this Clause and/or failure to comply with the requirements as to confidentiality herein.
- This indemnity shall survive the termination of the Agreement. For the avoidance of doubt, entities within the Disclosing Party group shall have the full benefit of and protection under this Clause through the Disclosing Party and the definition of Confidential Information (including customer information), Personal Data and other information required to be held under the above secrecy provisions shall cover the entities within the Disclosing Party group, where applicable. The obligations herein shall survive expiration or termination of this Agreement.
- Each Party shall be responsible for its own respective tax obligations deriving from the transactions contemplated in this Agreement.
Default & Termination
- Parties may elect to terminate this Agreement without assigning any reasons by providing the other Party a thirty (30) days’ notice period in writing. All rights, obligations and benefits that accrued prior to the termination date shall be unaffected.
- This Agreement may be terminated immediately for cause if (a) a Party receives a notice from regulatory authorities alleging concerns over its business; or (b) the reputation of the Partner is harmed and lead to unwanted or unfavourable publicity to Music Tribe, a written notice shall be issued to the Partner, and such termination shall not affect the rights and/or liabilities already accruing to either Party up to the date of termination.
- Events of Default - Without prejudice to other termination rights under this Agreement, the occurrence of any of the following events shall constitute a default (“Default”) of this Agreement:
- a Party commits a breach of any provisions of this Agreement and the breach is not remediable or fails to remedy such breach within fourteen (14) days after receipt of written notice from the non-defaulting Party of such breach;
- a Party becomes insolvent or is wound-up or files or has a petition filed against it for its insolvency or winding-up or becomes unable to pay its debts generally as they fall due or makes a general assignment or arrangement or scheme of compromise with or for the benefit of its creditors or a liquidator, receiver, judicial manager, trustee, administrator, agent or similar officer is appointed for the defaulting Party or over all or a material part of the assets of the defaulting Party;
- a Party is dissolved and goes into liquidation either compulsorily or voluntarily, which in the case of voluntary dissolution, an exception is made for reconstruction or amalgamation approved by the other Party (which approval shall not be unreasonably withheld);
- a Party ceases or threatens to cease to carry on the whole or any substantial part of its business other than in the course of reconstruction or amalgamation approved by the other Party (which approval shall not be unreasonably withheld); or
- a Party violates, fails or refuses to comply with the laws, direction of any government authority, or the order of a court or tribunal having competent jurisdiction over the defaulting Party and such default is not remediable or not remedied within fourteen (14) days after receipt of written notice from the non-defaulting Party of such default.
- Consequences of Default - If the Default is not remediable or not remedied within the time frames specified, the non-defaulting Party shall be entitled to forthwith terminate this Agreement by issuing a written notice to that effect and the following consequences shall ensure that all rights and obligations of the Parties shall cease to have any further effect and none of the Parties shall have any claims against the others for costs, damages, compensation or otherwise save in respect of any right of action already accrued to any of the Parties in respect of any breach, non-observance or non-performance or repudiation of any of the provisions of this Agreement by the other Party occurring prior to such termination or out of which such termination shall have arisen.
- Any dispute shall in so far as it is possible be amicably settled, by mutual consultation and consent between the Parties and in this regard, the Parties shall be obliged to attempt a good faith resolution for a minimum period of fourteen (14) days from the date of the first of such attempts (by the issuance of a notice from either Party to that effect) before resorting to resolution through any legally binding forum or other methods.
- For the avoidance of doubt, Clause 77 above shall not prejudice either Party’s right to terminate this Agreement as provided in any other provision, including, but not limited to, Clause 75, and the obligation to attempt an amicable settlement shall not have the effect of suspending any time frames herein.
Governing Law & Jurisdiction
- This Agreement shall be governed by and construed in accordance with the laws of Malaysia (“Laws”) (without regard to conflict of laws principles) and the Parties hereby submit to the exclusive jurisdiction of the courts of Malaysia.
- Parties shall comply with all Laws, including those relating to anti-corruption, anti-money laundering, personal data protection laws. In the event of any known unauthorized, unlawful, and/or unintended access, disclosure, alteration, loss, or destruction of personal data provided by either Party or the Reseller (if applicable), the Party shall immediately notify the other Party and cooperate with the Party to investigate and remediate such incident and provide appropriate response and redress.
- If either Party is prevented by any cause beyond its control (including but not limited to acts of God, war, fire, embargo, riot or disorder, suspension by Government Authority for any Products or any other event constituting a force majeure) from performing its obligations hereunder, the said Party shall not be under any liability for any loss suffered by the other party as a result of the consequence of the non-performance and the affected party shall notify the other party in writing immediately upon the occurrence of the force majeure event. The Parties may mutually terminate this Agreement upon the expiry of one (1) month period from the notice and the terms and conditions in Clause x shall apply mutatis mutandis.
- An event of force majeure shall not include economic downturn (unless such economic downturn renders this Agreement commercially unviable), non-availability or insufficient funds or lack of financing on the part of any party to perform its obligations under this Agreement.
- If this Agreement is terminated pursuant to any event of force majeure, all rights and obligations hereunder shall forthwith terminate and neither party shall have any claim against each other except for rights/claims subsisting prior to termination.
- No Party shall be liable for any indirect, incidental, or consequential loss or damage of any kind, including damages for lost advantage, lost savings, loss of data or loss of profit, whether or not the responsible Party has been advised of the possibility of such damages or whether foreseeable or otherwise and regardless of the form of action whether in contract, warranty, strict liability, tort (including negligence of any kind), breach of statutory duty, or other forms of action.
- Any limitation of liability agreed hereunder shall not apply, restrict, or exclude a defaulting Party’s liability in cases of wilful or intentional misconduct, or gross negligence by the defaulting Party in which case the defaulting Party shall be fully liable to indemnity the non-defaulting Party of all losses on a full indemnity basis. Without derogating from the generality of the foregoing, such acts shall include, but shall not be limited to: (i) any liability under this Agreement to pay any fees, commissions, and/or other consideration to a Party together with any accrued interest thereon; (ii) fraud or fraudulent misrepresentation; (iii) death and personal injury due to negligence; (iv) damage to real and personal property; (v) wilfully malicious conduct; (vi) breach of any Intellectual Property rights; (vii) breach of the confidentiality obligations herein; (viii) any acts or omissions which give rise to third party claims against the innocent Party; and (viiii) any other conduct to the extent that any exclusion or limitation is prohibited by the Laws.
- Notwithstanding anything to the contrary under this Agreement, Music Tribe shall not be liable for any damages or losses caused by reasons beyond its reasonable control.
- Subject to the other provisions of this Agreement expressly excluding any limitation of liability, the aggregate liability of Music Tribe under this Agreement whether arising out of contract, tort, negligence or otherwise shall be limited to the annual transaction of this Agreement only.
- All notices, requests, demands and other communications required or permitted to be given or made under this Agreement or in connection therewith shall be given to a Party following the details provided respectively and shall be deemed duly given: (i) if made in writing and delivered personally, on the date of delivery; (ii) if sent by prepaid registered post or a recognized “next-day” courier service, on the third (3rd) business day; (iii) if by sent fax, when transmitted and provided receipt is confirmed; or (iv) if given by electronic mail, when such electronic mail is transmitted.
- Either Party may notify the other Party in writing of a change to its name, address, addressee or facsimile number for the purpose of this collaboration provided that such notification shall only be effective on: (i) the date specified in the notification as the date on which the change is to take effect; or (ii) if no date is specified or the date specified is less than seven (7) days after the date on which notice is given, the date falling seven (7) days after notice of any such change has been given.
- In performing the obligations under this Agreement, the Parties will also comply with all applicable anti-bribery and anti-corruption laws (and related regulations and guidance). In particular, each Party hereby acknowledges and agrees: (i) to comply with the Malaysian Anti-Corruption Commission Act 2009, and that it shall not act in such a way that is or could be construed as a violation of these laws and requirements, including but not limited to offering a bribe or making a facilitation payment to a public official or to any other Party; (ii) that it will ensure that its activities in connection or relating to its obligations under the Agreement will not cause the other Party to be in breach of any anti-bribery and anti-corruption laws (and related regulation and guidance); (iii) that it will ensure that it has appropriate internal procedures within its organization to prevent bribery by its workforce and other people under its control; and (iv) if a Party, in connection with or relating to its obligations under the Agreement, is asked to partake in any activity, that is in violation of any anti-bribery or anti-corruption laws, or becomes aware of any such conduct by its workforce or within its control and concerning or relating to the Agreement, such Party agrees to immediately report the details of this to the other Party.
- Exclusivity. Unless otherwise agreed, nothing in this Agreement confers any exclusivity on either Party in respect of any arrangements herein and each Party shall be entitled to enter into any similar or other arrangements with third parties.
- No Announcements. The Parties agree that they will not make any public announcement, issue press releases, advertise, promote, or disclose the existence and the terms of this Agreement except in accordance with the terms of this Agreement or with the express written consent of the other Party, which consent shall not be unreasonably withheld.
- No Representation - No Party has the power or the right to bind, commit or pledge the credit or any other Party.
- Costs - Each Party shall bear its own costs, legal fees and other expenses incurred in the preparation, negotiation and execution of this Agreement.
- No Waiver - No failure to exercise or delay in exercising on the part of any Party any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or any other right, power or privilege.
- Severability - In the event that any of the provisions of this Agreement is declared by any judicial or other competent Authorities to be illegal, invalid, void or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force and effect.
- Entire Agreement - This Agreement supersedes any previous agreement between the Parties in relation to the matters dealt with herein and represents the entire understanding between the Parties in relation thereto.
- No Variation - Unless stated otherwise, this Agreement shall not be varied, modified or cancelled in any respect unless such variation, modification or cancellation shall be expressly agreed in writing by a duly authorized director or representative of each Party.
- Counterparts - This Agreement may be signed in any number of counterparts and by the Parties on separate counterparts, each of which when so executed shall be an original, but all counterparts shall together constitute one and the same document.