03 - Section III - Form of Agreement

PROJECT TITLE
DATA WAREHOUSE AND

BUSINESS INTELLIGENCE (DWBI)
TENDER TITLE
THE DESIGN, DEVELOPMENT,

INTEGRATION, TESTING AND
IMPLEMENTATION OF DWBI
INVITATION TO BID
SECTION III – FORM OF AGREEMENT
SECTIONIII – Form of Agreement FINAL Page 1
MISC CONFIDENTIAL ALL INFORMATION CONTAINED IN THIS DOCUMENT BELONGS TO MISC AND SHALL NOT BE REPRODUCED
OR TRANSMITTED TO A THIRD PARTY WITHOUT WRITTEN PERMISSION FROM MISC.
AGREEMENT FOR THE DESIGN, DEVELOPMENT, INTEGRATION TESTING AND
IMPLEMENTATION OF DATA WAREHOUSE AND BUSINESS INTELLIGENCE
SYSTEM
BETWEEN
MISC BERHAD
(Company No: 8178-H)
(as “MISC”)
AND
_________________________________
(Company No: ____________)
(as the “BIDDER”)
SECTION III – FORM OF AGREEMENT
ARTICLE FORM OF AGREEMENT
PREAMBLE
1. DEFINITIONS ........................................................................................ 5
2. DURATION............................................................................................. 9
3. SCOPE OF WORK AND DELIVERABLES ................................................. 9
4. OBLIGATIONS OF THE BIDDER .......................................................... 10
5. RIGHTS AND OBLIGATIONS OF MISC ................................................ 12
6. COMMENCEMENT ................................................................................ 13
7. CONTRACT PRICE ............................................................................... 13
8. TERMS OF PAYMENT ........................................................................... 14
9. PERFORMANCE BOND ......................................................................... 15
10. LIABILITY AND INDEMNITY............................................................... 17
11. DELAY AND LIQUIDATED DAMAGES .................................................. 18
12. INSURANCE ......................................................................................... 18
13. COMPLETION AND CERTIFICATE OF FINAL ACCEPTANCE ................ 20
14. WARRANTY ......................................................................................... 20
15. TERMINATION OF AGREEMENT ......................................................... 24
16. EFFECT OF TERMINATION .................................................................. 24
17. CONFIDENTIALITY ............................................................................. 25
18. INTELLECTUAL PROPERTY AND INDEMNIFICATION ........................ 27
19. TAXES .................................................................................................. 27
20. DISPUTE RESOLUTION ....................................................................... 28
21. GOVERNING LAW ................................................................................ 28
22. FORCE MAJEURE ................................................................................. 28

23. ASSIGNMENT AND SUBCONTRACTING .............................................. 29
24. ENTIRE AGREEMENT ........................................................................... 29
25. CHANGE CONTROL PROCESS ............................................................. 29
26. PRESS RELEASE .................................................................................. 31
27. TITLE AND RISK .................................................................................. 31
28. NOTICES .............................................................................................. 32
29. WAIVER ............................................................................................... 33
30. COSTS AND EXPENSES........................................................................ 33
31. BINDING EFFECT ................................................................................ 33
32. INDEPENDENT ENTITIES .................................................................... 33
33. SEVERABILITY .................................................................................... 33
34. COMPLIANCE WITH LAWS.................................................................. 34
35. HEALTH, SAFETY & ENVIRONMENT……………………………..……..... 34
Attachments
Attachment I Scope of Work
Attachment II Contract Price and Payment Schedule
Attachment III Project Schedule
Attachment IV Deliverables
Attachment V Form of Bank Guarantee
Attachment VI Organisation Chart of the BIDDER
Attachment VII Schedule of Rates
THIS AGREEMENT is entered into this day of , 2009 between:
(1) MISC BERHAD (Company No. 8178-H), a company incorporated in Malaysia and
having its registered office at Level 25, Menara Dayabumi, Jalan Sultan
Hishamuddin, 50050 Kuala Lumpur, Malaysia and shall include its subsidiaries
(hereinafter referred to as “MISC”) of the one part; and
(2) (Company Name) (Co. No. ___________), a company incorporated in (Country)

and having its registered office at (Address) (hereinafter referred to as the
“BIDDER”) of the other part.
WHEREAS:
(A) MISC intends to engage the BIDDER for the provision of services for the design,
development, integration, testing and implementation of a Data Warehouse and
Business Intelligence System (hereinafter referred to as the “BI PROGRAM”) as
further described in Attachment I.
(B) The BIDDER warrants that it is competent and has the requisite professional
expertise, experience, knowledge and technical know-how for the provision of the BI
PROGRAM and is willing and able to provide and perform the same in accordance
with the terms and conditions stipulated herein.
(C) The BIDDER hereby represents that it has studied and confirms that it fully
comprehends MISC‟s requirements as provided by MISC and detailed in this
AGREEMENT; and, as at the execution date of this AGREEMENT, has brought to
MISC‟s attention all ambiguities, omissions and error in this AGREEMENT of which
the BIDDER is aware of.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants
herein contained, the PARTIES hereto agree as follows:
1. DEFINITIONS
1.1 In this AGREEMENT, the following words and expressions shall have the meanings
hereby assigned to them except where the context otherwise specifies:
“AGREEMENT” means this document comprising the Preamble, Articles 1

through 34, together with its ATTACHMENTS as originally
executed or as it may from time to time be supplemented,
amended or otherwise modified in accordance with the
terms and conditions herein contained.
“ATTACHMENTS” means ATTACHMENTS I, II, III IV, V, VI and VII of this

AGREEMENT.
“SIGN-OFF means a document to be issued by BIDDER together with
CERTIFICATE” the project deliverables at each project milestone which to
be signoff by MISC upon satisfactory completion of the
following and as further described in Clause 13 herein:
a) Project Deliverables as per each project milestone

accordance with the PROJECT SCHEDULE;
b) the is duly tested, accepted and signoff by MISC as the

user; and
c) successful implementation and Go-Live of each release

of the BI PROGRAM
“CHANGE CONTROL means the process set out in Article 25 for making
PROCESS” additions or changes to the SCOPE OF WORK,
DELIVERABLES, CONTRACT PRICE or any other matter
under this AGREEMENT.
“COMPLETION means the date of issuance of the CERTIFICATE OF FINAL

DATE” ACCEPTANCE by MISC as provided in Article 13 of this
AGREEMENT and shall include the date by which the
BIDDER is to provide the BI PROGRAM for Go-Live or such
extended date as may be granted un writing under this
AGREEMENT.
"CONFIDENTIAL means any relevant information in relation to or in

INFORMATION" connection with MISC and the PROJECT which shall
include but not be limited to technical information like
structural or operational designs, interfaces and security
procedures as well as proprietary or non-public information
about product plans and strategies, promotions, clients,
markets, suppliers, creditors and debtors and other non-
technical business, financials, accounting, costing,
purchasing and other management, commercial, services
or operational related information which MISC considers to
be confidential in nature regardless of whether the same is
marked as confidential or otherwise, disclosed by MISC in
whatever form or storage medium.
“CONTRACT Shall mean the period for the completion of the PROJECT
PERIOD” as further described in Article 2 and ATTACHMENT III.
“CONTRACT PRICE” means the agreed price between the BIDDER and MISC of
the PROJECT as more particularly described in
ATTACHMENT II and Article 7.
“DELIVERABLES” means the tangible results but not limited to the Business
Requirement Review and the BI PROGRAM to be provided
by the BIDDER to MISC as further described in
ATTACHMENT IV;
"EFFECTIVE DATE" means the date of issuance of the Letter of Award to the
BIDDER awarding the contract for the design,
development, integration, testing and implementation of
the BI PROGRAM, being mmddyyyy.
“EQUIPMENT” means the equipment listed in ATTACHMENTS I and IV

which are required for the PROJECT (as hereinafter
defined).
“MANDAYS” means a minimum period of eight (8) hours of work per

day including Saturday, Sunday and gazetted Public
Holidays in Malaysia.
"PARTY" means either MISC or the BIDDER and includes the

PARTY‟s respective successors-in-title and permitted
assignees, and “PARTIES” means both MISC and the
BIDDER.
"PERSONNEL" means the BIDDER‟s personnel as described in Article 4.3

of this AGREEMENT.
"PROJECT" means the conduct of the BUSINESS REQUIREMENT
REVIEW, the provision of the services for the design,
develop, integration, testing and implementation of a Data
Warehouse and Business Intelligence System as more
specifically described in Attachment I;
“PROJECT means the schedule for the execution of the SCOPE OF

SCHEDULE” WORK pursuant to this AGREEMENT as described in
ATTACHMENT III;
"SCOPE OF WORK" Collectively refers to all such activities to be performed by

the BIDDER in relation thereto as more particularly
described in Article 3 and ATTACHMENT I.
“SITES” means the locations where the SCOPE OF WORK will be

executed.
“CERTIFICATE OF means a document to be issued by MISC after satisfactory

FINAL ACCEPTANCE” completion of the following and as further described in
Article 13 herein:
d) upon the BIDDER‟s operational demonstration of and
the capability of certain mutually agreed upon features
of the BI PROGRAM;
e) the BI PROGRAM is duly tested and accepted by MISC
as the user; and
f) after successful implementation and the BI PROGRAM
goes live for all the planned releases.
“SOFTWARE” means the necessary software and/or databases to be

developed by the BIDDER under the PROJECT in
accordance with ATTACHMENTS I and IV and to be owned
and managed by MISC.
“USERS” Means the business and service units of MISC as well as

MISC‟s subsidiaries.
1.2 Unless the context otherwise requires:
1.2.1 the headings in this AGREEMENT are for convenience only and shall not be
deemed to be part hereof or be taken into consideration in the interpretation
or construction of this AGREEMENT;
1.2.2 words importing the singular include the plural and vice versa;
1.2.3 words importing a gender include any gender;
1.2.4 an expression importing a natural person includes any company, partnership,

joint venture, association, corporation or other body corporate and any
governmental agency;
1.2.5 a reference to a clause, party, or attachment is a reference to a part and

clause of, and a party, and attachment to, this AGREEMENT and a reference
to this AGREEMENT includes any ATTACHMENT;
1.2.6 a reference to any statute, regulation, proclamation, ordinance or by-law

includes all statutes, regulations, proclamations, ordinances or by-laws
amending, consolidating or replacing them, and a reference to a statute
includes all regulations, proclamations, ordinances and by-laws issued under
that statute;
1.2.7 a reference to a document includes an amendment or supplement to, or

replacement or novation of that document;
1.2.8 a reference to a party to any document includes that party's successors and
permitted assigns;
1.2.9 reference to a time and date concerning the performance of any obligation
by a party is reference to the time and date in Malaysia;
1.2.10 any express statement of a right of MISC under this AGREEMENT is without
prejudice to any other right of MISC expressly stated in this AGREEMENT or
arising at law; and
1.2.11 In the event of conflict between the terms and conditions of this AGREEMENT
and any of the ATTACHMENTS, the provisions of the terms and conditions of
this AGREEMENT shall to the extent of such conflict take precedence.
2. DURATION
Subject to the termination provisions under Article 15, this AGREEMENT shall
commence from the EFFECTIVE DATE and shall continue for a period of eighteen
(18) months (hereinafter referred to as the “CONTRACT PERIOD”) or such other
period as may be mutually agreed in writing by both Parties on condition that this
AGREEMENT is duly signed, sealed, stamped and delivered to MISC.
3. SCOPE OF WORK AND DELIVERABLES
3.1 It is hereby agreed that the BIDDER will perform the SCOPE OF WORK of the
PROJECT in accordance with ATTACHMENT I as well as the requirements of this
AGREEMENT which shall include but not limited to the activities and services related
thereto.
3.1.1 procurement of services for the design, development, integration, testing and
implementation of the BI PROGRAM and the SOFTWARE of which the
specifications and components including usage rights, products, software,
applications and office and network hardware as further described in
ATTACHMENTS I and IV; and
3.1.2 supply suitably qualified, experienced and competent PERSONNEL for the
provision of training, consulting services and post-implementation services
which shall include but not be limited to system support and maintenance
services for a period of two (2) months after MISC signoff for the
CERTIFICATE OF FINAL ACCEPTANCE for the purpose thereof as further
detailed in ATTACHMENT I.
3.2 The BIDDER shall ensure the complete and timely delivery of all the DELIVERABLES
as described in ATTACHMENT I herein in accordance with the schedule specified in
PROJECT SCHEDULE.
3.3 The BIDDER shall, in accordance with the requirements of this AGREEMENT execute
the SCOPE OF WORK at the SITES as stipulated by MISC.
3.4 The BIDDER shall obtain and maintain valid throughout the duration of this
AGREEMENT all required approvals from the relevant authorities in relation to the
performance of the SCOPE OF WORK.
3.5 The progress of the PROJECT and any reports shall be presented to MISC at a time
to be determined and agreed by both PARTIES. MISC shall have the right to instruct
the BIDDER to further refine the overall approach of the PROJECT and/or the
DELIVERABLES so as to achieve the overall PROJECT objectives provided that if such
changes result in a material increase of the BIDDER‟s costs in providing the services
under this AGREEMENT, such changes will be made through the CHANGE CONTROL
PROCESS.
3.6 Notwithstanding the above, MISC shall also have the right to instruct the BIDDER to
discontinue any approach or activities if MISC is of the opinion that there is a doubt
on the satisfactory performance of the relevant SCOPE OF WORK and/or the quality
deliverables of BI PROGRAM and/or SOFTWARE or the performance by the BIDDER
of its obligations under this AGREEMENT. In such instance, equivalent adjustment
shall be made to the CONTRACT PRICE payable.
4. OBLIGATIONS OF THE BIDDER
4.1 The BIDDER shall perform the SCOPE OF WORK specifically described in
ATTACHMENT I in accordance with the terms and conditions of this AGREEMENT.
4.2 The BIDDER shall at all times perform its obligations under this AGREEMENT and
deliver the DELIVERABLES in a professional and efficient manner, using all due
diligence, care and skill, and in accordance with generally recognized international
standards suitable for MISC‟s requirements.
4.3 The BIDDER shall provide the intellectual capital, professional expertise, experience
and personnel to execute the PROJECT in accordance with this AGREEMENT for
which purpose the BIDDER shall assign suitably qualified, experienced and
competent personnel for the total duration of the PROJECT as core team members
of the working group or in an advisory function.
4.4 The BIDDER‟s organisational chart or list of PERSONNEL specification together with
the description of the scope of work to be performed by each of the said
PERSONNEL shall be as specified in ATTACHMENT VI.
4.5 The BIDDER shall ensure that all the PERSONNEL assigned to the PROJECT including
its servants or agents or employees or subcontractors shall at all times:
4.5.1 comply with all requirements that may be imposed by any laws, rules or
regulation in so far as working in Malaysia is concerned that may be enforced
at the material time (as may be amended from time to time) and are
qualified, experienced and competent to execute the SCOPE OF WORK;
4.5.2 when at SITE, comply with MISC rules and regulations as well as all such
rules, regulations, standards, requirements and other policies (including
those related to security, administrative and safety arrangements) in force for
the conduct of personnel on those SITES;
4.5.3 the PROJECT SCHEDULE and project organization.
4.6 MISC shall have the right to require the BIDDER to replace any PERSONNEL
assigned to the PROJECT If any of the PERSONNEL is found by MISC to be unfit to
perform the SCOPE OF WORK due to incompetence, ill-health, misconduct, breach of
MISC‟s or statutory regulations (of local or foreign) or if MISC considers, on a bona
fide, good faith basis that the performance of that PERSONNEL is unacceptable or
his attitude is detrimental to the success of the PROJECT or good personnel relations
within MISC. Any replacement must be made within a reasonable time so as not to
disrupt the progress and quality of the PROJECT and the new personnel shall
possess at least the equivalent level of experience and competency qualifications if
not better, as that of the PERSONNEL that is being replaced and such replacement
shall be at the cost of the BIDDER. The assignment of the new personnel as
aforesaid shall be subject to prior written consent of MISC.
4.7 In the event of incapacitation or resignation of PERSONNEL, the BIDDER shall notify
MISC promptly and shall immediately replace the particular PERSONNEL with a
person who possesses at least the equivalent level of qualifications, experience and
competency, if not better, as that of the PERSONNEL subject to prior written consent
of MISC..
4.8 The BIDDER shall ensure that any leave granted to its PERSONNEL shall not be
materially disruptive or to the material detriment of the PROJECT.
4.9 MISC shall be entitled upon giving seven (7) days notice to the BIDDER, to audit or
inspect any part of the services under the SCOPE OF WORK performed by the
BIDDER or the progress of such services provided that such audit does not disrupt
the conduct of the BIDDER's professional activities hereunder. Should MISC be of
the opinion that any part of such services are not performed satisfactorily and not in
accordance with Article 3 above, MISC shall notify the BIDDER of the same and the
BIDDER shall forthwith immediately take all necessary steps to remedy the
deficiency or improve such services, at its own cost and expense.
4.10 The BIDDER shall ensure the adequacy, correctness and consistency of all data or
information and material supplied, compiled and submitted under this AGREEMENT
complies with the requirements of the services set out in ATTACHMENT I, III and IV.
4.11 The BIDDER further represents and warrants that it has studied and understands
MISC‟s requirements as provided by MISC and detailed in this AGREEMENT and, as
at the execution date of this AGREEMENT, has brought to MISC‟s attention all
ambiguities, omissions and errors in this AGREEMENT which the BIDDER is aware of.
4.12 The BIDDER shall make available and ensure the effective transfer of knowledge
relating to methodology, processes, tools and techniques required in the PROJECT to
MISC.
4.13 All materials, data or information furnished to the BIDDER by MISC relating to the
PROJECT shall be returned to MISC promptly. Neither PARTY shall use the other
PARTY's name for advertising, promotional or make any oral and/or written
statement for presentation purposes to third parties without the prior written
consent of the other PARTY.
4.14 The BIDDER is to ensure that high level accuracy is attained in any data analysis.
MISC on the other hand, shall make every reasonable effort to ensure that correct
data and/or information available shall be provided upon the BIDDER's request.
4.15 The BIDDER shall, on a regular basis, provide MISC with briefings, progress reports
and updates on the PROJECT status and related matters in accordance with the
schedule of DELIVERABLES described in ATTACHMENT IV. The reports will be
available in electronic form for future use.
4.16 The BIDDER shall perform the PROJECT with due care to safeguard the interest of
MISC and MISC‟s interest and rights under this AGREEMENT and take all necessary
and proper steps to prevent any abuse or uneconomical use of facilities, if any;
made available by MISC to the BIDDER.
4.17 The BIDDER shall provide a project plan with MANDAYS and supporting planning
documents to the satisfaction of MISC before the commencement of the PROJECT.
4.18 The BIDDER shall be responsible to gather and consolidate all information and data
and take all necessary steps to ensure efficient performance of the PROJECT.
4.19 The BIDDER shall advise MISC immediately in writing as soon as any issues arises
which is likely to affect the PROJECT and the steps to be taken to resolve it. Such
notification shall not be construed as a discharge of any of the BIDDER‟s obligations
under this AGREEMENT. BIDDER though having advised MISC, shall exercise their
discretion to resolve the said issues by taking all reasonable, practical and
economical steps in resolving the matter. Should the BIDDER fail to advise MISC
immediately then MISC may at its own discretion decide that such issues are
attributable to the BIDDER.
5. RIGHTS AND OBLIGATIONS OF MISC
5.1 MISC may assign appropriate personnel to participate in the PROJECT so as to

ensure effective transfer of knowledge, technology, skills, knowledge and expertise
from the BIDDER to MISC. However, participation of MISC's personnel shall not in
any way relieve or exonerate the BIDDER of its responsibilities and obligations under
this AGREEMENT.
5.2 MISC shall provide where available at no cost to the BIDDER the following services
and facilities for the PERSONNEL assigned by the BIDDER at MISC‟s office:
5.2.1 reasonable office space; and
5.2.2 normal office facilities as available for use at MISC's office, consistent with
the normal standards provided by MISC to its own employees.
5.3 MISC will provide BIDDER with access to, and use of, all information, data, and
documentation, deemed necessary by BIDDER to fulfill the SCOPE OF WORK.
5.4 MISC may appoint a project manager to meet with the BIDDER at regular intervals
to be agreed upon to review progress and resolve any issues relating to the SCOPE
OF WORK or DELIVERABLES.
6. COMMENCEMENT
6.1 BIDDER shall commence work immediately from the EFFECTIVE DATE of the
AGREEMENT in accordance with the PROJECT SCHEDULE. In the event of any delay
by the BIDDER in the completion of any portion of the SCOPE OF WORK, the
BIDDER shall bear all additional costs incurred by BIDDER during the extended
period.
6.2 Should any factor, which is likely to delay completion of the PROJECT within the
period specified in Article 6.1 arise, the BIDDER shall immediately without delay
notify MISC in writing and apply for an extension of the PROJECT SCHEDULE and
MISC shall at its own discretion determine the length of such extension. This
notification shall not in any way release the BIDDER of its obligations pursuant to
Article 11.
6.3 No adjustment to the PROJECT SCHEDULE and/or the CONTRACT PRICE shall be
made pursuant to this AGREEMENT, except by written approval of MISC and subject
to the provisions of Article 25 of this AGREEMENT. Such notification shall not be
construed as a discharge of any of the BIDDER‟s obligations under this AGREEMENT.
6.4 If delay in the completion of the PROJECT arises for which the BIDDER is
responsible, MISC shall have the right to require the BIDDER and the BIDDER shall,
without any additional cost to MISC, take all necessary measures reasonably
required including assigning more of its employees and/or working overtime in order
to mitigate or eliminate such delay in the completion of the PROJECT and any impact
as a result thereof.
7. CONTRACT PRICE
7.1 In consideration of the satisfactory performance of the SCOPE OF WORK in

accordance with this AGREEMENT, MISC shall pay the BIDDER the CONTRACT PRICE
as indicated in ATTACHMENT II herein.
7.2 No other fees, costs tax and expenses shall be payable by MISC to BIDDER other
than that expressly specified herein.
8. TERMS OF PAYMENT
8.1 The BIDDER shall submit invoices for works completed together with supporting
documents within five (5) working days from the completion of the respective
milestones as specified in ATTACHMENT IV to the satisfaction of MISC. Such invoices
together with all supporting documentation shall be signed and verified by MISC‟s
authorised personnel. MISC shall upon verification of the supporting documents,
make payment for undisputed items in such invoices within forty five (45) days after
receipt of the invoices. If the forty-fifth (45th) day falls on a Sunday, banking holiday
or gazetted public holiday in Malaysia, the next working day shall be deemed to be
the due date for payment. Payments in respect of disputed items shall be withheld
by MISC until the settlement of the dispute by mutual agreement or in accordance
with Article 20. All payments made by MISC shall not preclude the right of MISC
from thereafter disputing any of the items invoiced.
8.2 All invoices shall indicate the contract number and title and shall be submitted in one
(1) original and one (1) copy each completed with the necessary supporting
documentation required by MISC and shall be addressed to:
MISC BERHAD
LEVEL 22, MENARA DAYABUMI
JALAN SULTAN HISHAMUDDIN
50050 KUALA LUMPUR, MALAYSIA
(ATTN: General Manager, ICT)
8.3 The CONTRACT PRICE shall be paid in the Ringgit Malaysia equivalent by telegraphic
transfer to the BIDDER's bank account in Kuala Lumpur as advised in writing by the
BIDDER.
8.4 MISC reserves the right to withhold or suspend any payment due to the BIDDER for
any of the following reasons:
8.4.1 If any of the BIDDER‟s invoices do not include the supporting documents
required by MISC;
8.4.2 On account of defects in the BI PROGRAM or the SOFTWARE or any part of

the SCOPE OF WORK and not remedied by the BIDDER;
8.4.3 unsatisfactory performance of the AGREEMENT;
8.4.4 the filing of claims against MISC caused by acts or omissions of the BIDDER;
or
8.4.5 failure of the BIDDER to pay amounts when due to subcontractors of the
BIDDER in connection with this AGREEMENT.
8.5 If applicable, MISC shall have the right to withhold from any payment due or that
may become due to the BIDDER under this AGREEMENT for the purpose of settling
taxes on income, excess profit, royalty and other taxes, to the extent that such
withholding is required by the Government of Malaysia or any relevant authorities
thereof. Payment by MISC to the respective governmental office of the amount of
money so withheld will relieve MISC from any further obligation to the BIDDER with
respect to the amount so withheld. MISC shall not be liable for any additional costs,
loss or expenses incurred by the BIDDER due to, or arising from, such withholding.
8.6 Should MISC dispute any amount in any invoice, it shall notify the BIDDER within
fourteen (14) days of receipt of such invoice, specifying the nature of the dispute
and reserving the right to withhold the payment of the disputed amount until
settlement of the dispute or remedial actions have been taken. All amounts not
disputed by MISC shall be paid in accordance with this Article 8. All payments made
by MISC shall not preclude MISC from thereafter disputing any of the amounts paid
hereunder.
8.7 In the event of dispute or any claims on defect being made by MISC, MISC shall be
entitled to deduct a sum equivalent to the disputed amount from monies due to the
BIDDER pending the determination of all claims in respect of such monies.
8.8 Payments made under this AGREEMENT shall not constitute an admission by MISC
as to the performance by the BIDDER of its obligations hereunder and in no event
shall any such payment affect the warranty obligations of the BIDDER. Any
payments shall be without prejudice to any other rights or remedies available to
MISC under this AGREEMENT or at law.
8.9 For the avoidance of doubt, other than the CONTRACT PRICE expressly specified in
this Articles 7 and 8, no other sums shall be due and payable to the BIDDER.
9. PERFORMANCE BOND
9.1 Bank Guarantee
9.1.1 As guarantee for the due performance by the BIDDER of its obligations under
this AGREEMENT, the BIDDER shall, within seven (7) days from the
EFFECTIVE DATE of this AGREEMENT, provide MISC with an unconditional
and irrevocable first call bank guarantee in the exact form and content as
provided for in Attachment V herein issued by a bank registered and
operating in Malaysia that is acceptable to MISC, for a sum equivalent to five
percent (5%) of the CONTRACT PRICE for the performance of the SCOPE OF
WORK and obligations by the BIDDER pursuant to and in accordance with
this AGREEMENT.
9.1.2 The bank guarantee shall be binding on the BIDDER, notwithstanding any
variation, alterations or extensions of time as may be made, given, conceded
or agreed upon under this AGREEMENT. The costs and expenses of
preparing, completing and stamping such bank guarantee shall be borne by
the BIDDER.
9.1.3 If the bank guarantee is not duly furnished by the BIDDER to MISC within the
above prescribed period, MISC may at its option and without prejudice to any
other rights or claims it may have against the BIDDER under the
AGREEMENT or at law and equity, by reason of the BIDDER‟s non-
compliance with any of the provisions of this Article:
(a) Terminate this AGREEMENT by notice in writing to the BIDDER as

further provided in Article 15; or
(b) Have the right to withhold any payment that is due or that may
become due to the BIDDER.
9.1.4 The BIDDER shall promptly, upon request by MISC, revise the bank
guarantee amount to correspond to any increase in the CONTRACT PRICE
during the validity period as provided in Article 9.1.5 below.
9.1.5 The BIDDER shall ensure that the bank guarantee shall remain valid for the
entire duration of the performance of the SCOPE OF WORK, commencing
from the EFFECTIVE DATE until:
(a) Three (3) months after the expiry of the WARRANTY PERIOD; or
(b) Three (3) months after termination of this AGREEMENT; or
(c) Until the resolution of all disputes arising under this AGREEMENT or
relating to the validity, interpretation and/or performance or
enforcement thereof which arise before or after the issuance of the
SIGN-OFF CERTIFICATE or the CERTIFICATE OF FINAL ACCEPTANCE,
whichever is applicable.
9.1.6 Should the bank guarantee required to be furnished pursuant to this Article
expire within the required validity period as provided in Article 9.1.5 above,
the BIDDER shall, not less than fourteen (14) days before the date of expiry,
provide a new bank guarantee in similar format and the same amount of that
previously provided, except for a revised expiry date of the new bank
guarantee. Should the BIDDER fail to provide the new bank guarantee as
required, the provisions of Article 9.1.3 shall be applicable. MISC shall also
have the additional right, without prejudice to all its other rights under the
AGREEMENT or the law and equity, to call on the existing bank guarantee.
10. LIABILITY AND INDEMNITY
10.1 The BIDDER shall be responsible for and shall indemnify, defend and hold harmless
MISC from and against all loss or damage to and/or caused by the DELIVERABLES,
BI PROGRAM and SOFTWARE supplied and developed by BIDDER and/or during the
performance of the SCOPE OF WORK or any part thereof, and the BIDDER shall
make good any such loss or damage unless such loss or damage was due to the
gross negligence or willful default of MISC.
10.2 The BIDDER shall be absolutely liable for, and shall indemnify, defend and hold
harmless MISC against all claims in respect of all injuries to, including death of or
loss or damage to all property of any of the BIDDER's or its subcontractors
employees and PERSONNEL, servants or agents, or third parties howsoever caused
in the course of or arising from the execution of this AGREEMENT.
10.3 The BIDDER shall be liable for and shall indemnify, defend, and hold harmless MISC,
and its owned, controlled, affiliated, and subsidiary companies and the directors,
agents, employees, and representatives of each from and against any and all claims,
demands and causes of action brought by any third party, including but not limited
to officers, agents, employees, representatives, and subcontractors of MISC or of the
BIDDER and against any and all judgments in respect thereto on account of property
damage, injury, death, destruction, or loss caused by the negligence, acts, defaults
and/or omission of the BIDDER or its subcontractor‟s officers, employees, agents or
representatives. However, the BIDDER shall not be responsible for, nor indemnify
and hold MISC harmless from injury, death, or property damage caused by the sole
and gross negligence or willful default of MISC.
10.4 The BIDDER shall be fully responsible for and liable to any damage or destruction to
MISC‟s property arising from or in connection with the performance of the SCOPE OF
WORK.
10.5 The BIDDER shall be responsible for and shall hold harmless and indemnify MISC, its
officers, employees and/or agents from against any and all liability, loss or expense
by reason of any claim, action or litigation in respect of any patent, copyright,
trademark or other intellectual property rights (foreign or domestic), resulting from
any of the DELIVERABLES and the performance of the AGREEMENT by the BIDDER.
10.6 Notwithstanding anything contained to the contrary, the BIDDER shall be liable to
MISC for any loss of or damage to MISC‟s data as a result of any act, omission or
negligence of the BIDDER or its subcontractors or their respective employees,
personnel or agents.
10.7 In no event shall either the BIDDER or MISC be liable for any incidental, indirect,
exemplary, special or consequential damages whatsoever (which shall include but
not be limited to damages for lost profits, income or savings, goodwill, anticipated
savings or interruption of business) that may be suffered or incurred by the other
PARTY or any person or entity affiliated or associated with the other PARTY, even if
advised of the possibility of such damages.
11. DELAY AND LIQUIDATED DAMAGES
11.1 Time is of essence of this AGREEMENT.
11.2 The BIDDER shall complete the SCOPE OF WORK in accordance with the
requirements of this AGREEMENT on or before the time stipulated in the PROJECT
SCHEDULE herein or as reasonably required by MISC.
11.3 MISC shall issue the SIGN-OFF CERTIFICATE and/or the CERTIFICATE OF FINAL
ACCEPTANCE, as the case may be, upon satisfactory completion of the SCOPE OF
WORK respectively in accordance with the requirements of this AGREEMENT.
11.4 In the event of any anticipated delay, BIDDER shall inform MISC in writing of the
cause of delay and its expected duration. BIDDER shall take the appropriate steps to
mitigate such delay.
11.5 If the BIDDER fails to complete the SCOPE OF WORK or any part thereof on or
before the scheduled completion date in accordance with the PROJECT SCHEDULE
herein, including delay as a result of failure to meet the required service level or
poor quality as stipulated in Article 14.8, the BIDDER shall pay or MISC shall have
the right to deduct as liquidated damages an amount equal to Ringgit Malaysia Two
Thousand Five Hundred (RM 2,500.00) for each day of delay.
11.6 The BIDDER and MISC agree that the total amount deductible from the CONTRACT
PRICE for liquidated damages under this Article shall not in aggregate exceed ten
percent (10%) of the CONTRACT PRICE.
11.7 The BIDDER and MISC hereby acknowledge the difficulties in ascertaining the exact
and accurate amount of loss and/or damages that MISC will sustain by reason of
such delay and therefore agree that the liquidated damages agreed herein
represents a fair and reasonable compensation to MISC.
11.8 MISC may, without prejudice to any other method of recovery, deduct the amount of
such damages from any payment due or which may become due to the BIDDER.
The deduction of such damages shall not relieve the BIDDER from its obligations and
liabilities under this AGREEMENT.
12. INSURANCE
12.1 Without limiting or reducing the BIDDER's liability and responsibility as contained
elsewhere in this AGREEMENT, the BIDDER shall upon execution of this
AGREEMENT, at its own expense procure and maintain in force the following
insurances:-
12.1.1 Workmen's Compensation and/or Employer's Liability, for all its employees
engaged in accomplishing the SCOPE OF WORK, shall procure and maintain
employer's liability and/or workmen's compensation insurance and/or similar
statutory social insurance in accordance with the applicable law.
12.1.2 Adequate medical insurance, accident, travel sickness and health and
disability insurance for its employees and PERSONNEL engaged in the
PROJECT including professional indemnity insurance and such insurance
cover as required by the laws of Malaysia and the laws of any other relevant
country in respect of those employees of the BIDDER that are assigned to
the PROJECT.
12.1.3 General Liability - the BIDDER shall carry and maintain general liability
insurance providing indemnity coverage for all persons injured or killed and
for loss of or damage to tangible personal property resulting from any
occurrence in connection with the SCOPE OF WORK.
12.1.4 Professional Negligence - the BIDDER shall carry and maintain insurance for
professional negligence for any loss of or damage resulting from any
occurrence in connection with the SCOPE OF WORK.
12.1.5 Such other insurances which may be relevant, necessary and/or may be
required by any law(s) to which the BIDDER and/or its subcontractors are
subject to or as required to cover the risks and liabilities taken up by the
BIDDER in this AGREEMENT.
12.2 If the BIDDER subcontracts any of the SCOPE OF WORK, the responsibility and
insurance provisions of each subcontract shall be as required hereunder. The
BIDDER shall ensure that its subcontractors maintain insurance as required in the
subcontracts during the course of subcontractors' operations.
12.3 The BIDDER shall cause MISC and its parent companies, subsidiaries, affiliates,
shareholders, consultants and their respective directors, board members, agents,
officers and employees to be included as additional assured and covered by all
insurance as stipulated in this Article with respect to the SCOPE OF WORK conducted
under this AGREEMENT and shall cause the insurers thereof to waive all express or
implied rights of subrogation against such parties and their respective directors,
employees, officers and agents.
12.4 All deductibles, exceptions and exclusions applicable to the foregoing insurance shall
be for the account of and be paid by the BIDDER. Any breach of conditions and/or
warranties contained in such policies of insurance shall also be for the account of the
BIDDER.
12.5 The BIDDER shall also permit MISC to examine the original insurance policies or at
MISC„s option to furnish MISC with copies of such policies certified by the insurer
and issued in compliance with the requirements hereof. Should the BIDDER at any
time neglect or refuse to provide any insurance required herein,
or should any insurance be canceled, MISC shall have the right to procure such
insurance at the BIDDER's cost.
12.6 The BIDDER and its subcontractors shall not commence the services in accordance
with the SCOPE OF WORK until all of the insurance that the BIDDER is required to
provide are in force.
12.7 The BIDDER shall give written notice as soon as possible to MISC, and in any event
not later than seven (7) days after the event, of all accidents in connection with the
SCOPE OF WORK for which there is an insurance claim. In the event of a serious
accident (including, but not limited to, death or serious injuries) notice shall be given
immediately and confirmed in writing.
13. COMPLETION AND CERTIFICATE OF FINAL ACCEPTANCE
13.1 The SCOPE OF WORK shall be performed in accordance with the provisions of this
AGREEMENT to the full satisfaction of MISC, who shall, in all cases, determine the
amount, quality, acceptability and fitness of the DELIVERABLES, BI PROGRAM
and/or SOFTWARE. MISC shall, within the SCOPE OF WORK, decide on all matters
or questions, which arise as to the performance and fulfillment of the AGREEMENT,
and its decision thereon shall be final.
13.2 As soon as the SCOPE OF WORK has been completed by the BIDDER, the BIDDER
shall give MISC written notice that it considers the SCOPE OF WORK to be completed
according to the requirements of the AGREEMENT. Upon receipt of such notice,
MISC shall perform such test on the DELIVERABLES, BI PROGRAM and SOFTWARE
as it deems appropriate. MISC shall respond in writing to the BIDDER whether to
accept or reject the DELIVERABLES, BI PROGRAM and/or SOFTWARE.
13.3 If MISC does not accept that the DELIVERABLES, BI PROGRAM and/or SOFTWARE,
in full or in part, are complete as stipulated in the AGREEMENT, the BIDDER shall
remedy the deficiencies and complete it at its own cost and thereafter shall again
give MISC notice in writing that it considers the SCOPE OF WORK to be completed.
13.4 If MISC agrees that the SCOPE OF WORK has been completed and the
DELIVERABLES, BI PROGRAM and SOFTWARE are in order, MISC shall confirm the
same in writing.
13.5 MISC shall issue the CERTIFICATE OF FINAL ACCEPTANCE after successful
implementation and the PROJECT goes live.
14. WARRANTY
As at the EFFECTIVE DATE, the BIDDER warrants as follows:
14.1 BIDDER’s Expertise
The PERSONNEL and other employees of the BIDDER are qualified, competent and
possess the relevant experience and capability to perform the SCOPE OF WORK in
accordance with the requirements of this AGREEMENT.
14.2 Services
The BIDDER shall ensure that the performance of the SCOPE OF WORK under this
AGREEMENT is undertaken and completed using proven good practice, and accepted
professional standards and codes of practice and regulations which are in force or
are likely to be in force during the performance of the SCOPE OF WORK hereunder.
The BIDDER shall provide adequate staff having proper skills and qualifications
equivalent to accepted industry standards to work on the project and to successfully
perform its obligations under this AGREEMENT. The BIDDER warrants that the
SCOPE OF WORK shall be performed with due diligence, skill and care and shall be
in accordance with the terms of this AGREEMENT.
14.3 Staff
The staff of the BIDDER shall not be substituted without valid reasons and prior
approval from MISC once they have started work under this Agreement. MISC shall,
as far as reasonably practicable, not substitute MISC‟s staff allocated to the project
but in the event MISC is of the view that such substitution is required for whatever
reason, MISC shall inform the BIDDER accordingly.
14.4 Obligation to cooperate
14.4.1 the BIDDER shall not materially disrupt other operations of MISC in
implementing the DELIVERABLES and executing the SCOPE OF WORK.
14.4.2 the BIDDER agrees at all times to:
(a) cooperate, communicate and coordinate with MISC, its appointed

vendors and consultants for the purposes of performing its obligations
under this AGREEMENT; and
(b) acknowledge that the principal objective of this AGREEMENT is the

economical and timely completion of the BIDDER‟s obligations
hereunder and recognizes that the provisioning of the SCOPE OF
WORK and the DELIVERABLES hereunder will require the closest
cooperation, communication and coordination between itself, MISC,
and approved third party vendors. The BIDDER undertakes to assist
MISC by providing consultation services and warrants to ensure that
cooperation communication and coordination between itself, MISC,
and approved third party vendors for the timely completion of The
BIDDER‟s obligations under this AGREEMENT;
14.5 Virus
14.5.1 The BIDDER warrants that it shall to its best endeavors ensure that the BI
PROGRAM and the SOFTWARE provided under this AGREEMENT shall be free
of viruses and/or other contaminants and use such information, knowledge
and technology regarding the latest known virus and/or other contaminants
to scan and eradicate all latest known viruses and/or other contaminants
from the BI PROGRAM and SOFTWARE immediately prior to the
COMPLETION DATE. The BIDDER agrees that where a virus and/or other
contaminants is introduced into the BI PROGRAM or the SOFTWARE due to
the fault of the BIDDER during the course of this AGREEMENT, the BIDDER
shall eradicate the virus from the whole or any part of the BI PROGRAM or
the SOFTWARE until the BI PROGRAM or the SOFTWARE is virus free at no
charge to MISC.
14.5.2 all physical media prepared by BIDDER containing the DELIVERABLES shall
be examined with commercially available and free of viruses and
infringement of any intellectual property rights prior to its installation at the
SITES; and
14.5.3 all hardware, SOFTWARE, BI PROGRAM and/or EQUIPMENT (if any) used or
incorporated into this PROJECT shall be free from any encumbrances and
that MISC‟s use or possession of the same shall not constitute any
infringement of any third party‟s intellectual property‟s rights.
14.6 Conformance and Compatibility
14.6.1 The BIDDER warrants that the DELIVERABLES, BI PROGRAM and the
SOFTWARE shall be fit for its intended purpose, are in good working order
and shall be free from design defect or material defect or defective
workmanship and shall perform as described in the AGREEMENT.
14.6.2 The BIDDER shall, for the duration of this AGREEMENT, ensure that the
DELIVERABLES, BI PROGRAM and the SOFTWARE are in good working order
and shall be free from defects due to design and/or material and/or defect in
workmanship and in the event the abovementioned defects are discovered or
reported to the BIDDER, the BIDDER shall be obligated to remedy the same
at the BIDDER‟s sole cost and expense.
14.7 Warranty Period, Maintenance and Support
14.7.1 The BIDDER shall, at its own cost and expense, provide all necessary action
and support and equipment to resolve all defects or flaws in the
DELIVERABLES, BI PROGRAM and/or the SOFTWARE or any non-
conformance with the AGREEMENT identified or found during the course of
this AGREEMENT.
14.7.2 The warranty for the services in accordance with the SCOPE OF WORK which
include the DELIVERABLES, BI PROGRAM and the SOFTWARE shall
commence after issuance of the CERTIFICATE OF FINAL ACCEPTANCE and
shall remain in full force and effect for a period of six (6) months thereafter
(hereinafter referred to as the "WARRANTY PERIOD").
14.7.3 Provided MISC gives BIDDER written notice during the WARRANTY PERIOD
of a material defect or error in the SCOPE OF WORK or the DELIVERABLES,
BI PROGRAM and/or the SOFTWARE, respectively, the BIDDER shall, at its
own cost and expense, take those actions to correct or replace such defect or
error even if such correction or replacement occur after the expiry of the
WARRANTY PERIOD.
14.7.4 The BIDDER shall be contractually obligated to remedy defects and errors
reported by MISC during the WARRANTY PERIOD at the BIDDER‟s own costs
and expenses.
14.7.5 During the WARRANTY PERIOD, the BIDDER shall at its own cost and subject
to the terms of this Article:
(a) provide solutions relating to any known problem with the current
functioning of the DELIVERABLES, BI PROGRAM and/or the
SOFTWARE in an efficient manner;
(b) supply corrections for problems that the BIDDER diagnoses as defects
in a currently supported version of the DELIVERABLES, BI PROGRAM
and/or the SOFTWARE.
(c) provide telephone support in the form of counsel and advice on use
and maintenance of the DELIVERABLES, BI PROGRAM and/or the
SOFTWARE.
(d) provide new releases of the DELIVERABLES, BI PROGRAM and/or the

SOFTWARE free of charge to MISC.
(e) provide all materials, parts and labour in connection therewith without
any costs to MISC.
14.8 Quality
14.8.1 Quality is an essence of this AGREEMENT. The BIDDER shall maintain an

objective quality program for the DELIVERABLES and services supplied
pursuant to this AGREEMENT.
14.8.2 The BIDDER shall ensure that the DELIVERABLES, BI PROGRAM and the
SOFTWARE are, at all times, free of interruptions causing or resulting in MISC
being unable to perform its functions.
14.8.3 MISC may also perform random quality checks of the BIDDER‟s Services
pursuant to this AGREEMENT. The BIDDER shall provide a timely response
and correction to any quality issues identified.
14.8.4 The BIDDER agrees that MISC has absolute right to determine whether the
BIDDER has failed to meet the quality expected by MISC, which decision shall
be final and deemed as conclusive evidence that the BIDDER has failed to
meet MISC‟s requirements in terms of quality.
14.9 Post Implementation Support
BIDDER shall provide post implementation support for the PROJECT for a period of
two (2) months after the issuance of the CERTIFICATE OF FINAL ACCEPTANCE as
specified in the SCOPE OF WORK.
15. TERMINATION OF AGREEMENT
15.1 In the event that either PARTY is in breach of its obligations under this AGREEMENT,
without prejudice to any other rights or remedies available to the PARTY not in
breach under this AGREEMENT or at law, the PARTY not in breach may give the
PARTY in breach fourteen (14) days notice, or such other longer period as may be
mutually agreed in writing by the PARTIES, to rectify such breach. If at the end of
the notice, the breach has not been rectified, the PARTY not in breach may
terminate this AGREEMENT with immediate effect.
15.2 Notwithstanding Article 15.1, either PARTY shall be entitled to terminate the
AGREEMENT immediately if the other PARTY ceases to do business, becomes
insolvent, enters into liquidation or any arrangement or composition with their
creditors or if a receiver or administrator or similar official is appointed against any
of the assets or business of that PARTY.
15.3 Notwithstanding anything contained in this Agreement, MISC may terminate this
Agreement at any time and without assigning any reason thereto by giving thirty
(30) days prior written notice to the BIDDER.
16. EFFECT OF TERMINATION
16.1 Upon termination of this AGREEMENT for any reason, the BIDDER shall either
immediately or upon such other date as is specified in the notice:
16.1.1 bring the items of the PROJECT already started to a close in a prompt and
orderly manner and discontinue making commitments for the PROJECT;
16.1.2 deliver to MISC or its nominee all calculations, reports and all other final work
product paid for by MISC and prepared by the BIDDER specifically for
delivery to MISC in connection with the PROJECT and all documents,
drawings, data and any other material supplied by MISC in connection with
the PROJECT as well as all copies made thereof; And
16.1.3 return to MISC all CONFIDENTIAL INFORMATION in its possession or furnish

evidence of its destruction satisfactory to each other.
16.2 In the event this Agreement is terminated pursuant to Article 15.1, the BIDDER shall
be liable for all direct expenses incurred by MISC as a result of this termination save
for payment for the services forming part of the SCOPE OF WORK received up to the
date of termination which is payable by MISC.
16.3 In the event of termination of this Agreement pursuant to Article 15.3, MISC shall
pay the BIDDER for all portions of the SCOPE OF WORK completed up until the date
of termination, including the work in process and any cost reasonably incurred by
the BIDDER directly resulting from the termination and the BIDDER shall refund any
fee that was paid in advance but has not been utilised. Any payment by the BIDDER
to MISC according to this AGREEMENT or as adjudicated, and any
order/judgment/award adjudicated shall be settled within thirty (30) days from the
date of termination.
16.4 MISC shall not be liable for any claim for loss of anticipated profits or damages for,
on account of, or arising from termination of this AGREEMENT.
16.5 The BIDDER shall hold harmless and indemnify MISC from and against any actions,
damages, claims, demands and/or proceedings (including legal cost on client
solicitors basis) whatsoever made or filed by the BIDDER and/or third parties
retained by the BIDDER in connection with the termination of this Agreement
pursuant to this Article.
16.6 It is hereby understood by the PARTIES that termination shall not affect either
PARTY‟s accrued rights or liabilities under this AGREEMENT.
17. CONFIDENTIALITY
17.1 During the term of this AGREEMENT, the BIDDER may receive or have access to
CONFIDENTIAL INFORMATION.
17.2 Neither the BIDDER nor its PERSONNEL or employees shall during or after the period
of this AGREEMENT, except for purposes of fulfilling their respective obligations
under this AGREEMENT, reproduce, copy, use and/or disclose to, place at the
disposal of, use on behalf of or enable perusal by, a third party or any other
employees of the BIDDER who do not have a direct and legitimate interest in the
fulfillment of this AGREEMENT the CONFIDENTIAL INFORMATION received or
otherwise obtained by BIDDER in the performance of this AGREEMENT.
17.3 CONFIDENTIAL INFORMATION may be used by the BIDDER only with the respect to
the performance of its obligations under this AGREEMENT, and only by those
PERSONNEL; employees or subcontractors who have a need to know such
information solely for purposes related to the BIDDER‟s performance of its
obligations under this AGREEMENT, provided that such subcontractors have signed
separate agreements containing substantially similar confidentiality provisions.
17.4 The BIDDER will protect the CONFIDENTIAL INFORMATION of MISC by using the
same degree of care (but not less than a reasonable degree of care) that the
BIDDER uses to protect its own confidential information of similar nature to prevent
the unauthorized use, dissemination or publication of such CONFIDENTIAL
INFORMATION.
17.5 The obligations stated in this Article 17 will not apply to any information which is:
17.5.1 Already known by the BIDDER prior to disclosure;
17.5.2 Publicly available through no fault of the BIDDER;
17.5.3 Rightfully received from a third party without a duty of confidentiality;
17.5.4 Disclosed by MISC to a third party without a duty of confidentiality on such

third party;
17.5.5 Independently developed by the BIDDER prior to or independent of the

disclosure;
17.5.6 Disclosed by the BIDDER with MISC‟s prior written approval; or
17.5.7 Disclosed under compulsion of law.
17.6 The BIDDER undertakes to ensure that its PERSONNEL or any of its employees,
servant or agent shall not disclose, divulge or reveal any CONFIDENTIAL
INFORMATION, data, drawings, specifications or documentation whatsoever relating
to the PROJECT and/or business and affairs of MISC to any third party or any
unauthorized person and hereby covenants to take all necessary actions to ensure
that this undertaking shall be binding upon all its employees, agents and persons
acting on its behalf pursuant to this AGREEMENT.
17.7 The PARTIES recognise and agree that monetary damages may not be an adequate
remedy for breach of this Article by the BIDDER or any of its PERSONNEL,
employees, servant or agent. MISC shall be entitled to seek equitable relief,
including seeking specific performance or injunctive relief in the event of any breach
of the provisions of this Article by the BIDDER or any of its PERSONNEL, employees,
servant or agent. Such remedies shall not be deemed exclusive to and shall be
additional to all other remedies available to MISC at law or equity.
17.8 The BIDDER undertakes to use the CONFIDENTIAL INFORMATION solely for the
purposes of executing the SCOPE OF WORK pursuant to this AGREEMENT or any
related matter that may arise from this AGREEMENT.
17.9 The BIDDER agrees not to exploit such CONFIDENTIAL INFORMATION to obtain
commercial gains.
17.10 The obligations contained in this Article shall be continuing obligations during the
duration of and for a period five (5) years after the expiry of this AGREEMENT and
shall remain in force notwithstanding the expiration or early termination of this
AGREEMENT so long as the information regarding the operations of MISC and the
CONFIDENTIAL INFORMATION does not come in the realm of public knowledge
from sources other than the BIDDER or its employees.
18. INTELLECTUAL PROPERTY AND INDEMNIFICATION
18.1 The BIDDER shall indemnify MISC and hold MISC harmless from and against all
actions, claims, demands, costs charges, expenses and liabilities claimed or alleged
by a third party arising from any infringement or alleged infringement of the third
party‟s patent, design, copyright, trade marks or other intellectual property rights
arising out of or in connection with the performance of this AGREEMENT by the
BIDDER.
18.2 The BIDDER shall promptly notify MISC if it is or becomes aware of any such
infringement or alleged infringement, or any matter that may give rise to a claim for
infringement. In such event, MISC shall have the right to require the BIDDER, at no
additional cost to MISC, to reasonably amend or alter the PROJECT or the
performance thereof in such manner as to avoid infringement whether actual,
alleged or potential.
18.3 Intellectual property rights in all the USER REQUIREMENT STUDY, DELIVERABLES,
LICENSED PROGRAM, and SOFTWARE which are produced, developed, designed or
created or acquired by the BIDDER or any predecessor firm either before or during
the course of the engagement including systems, methodologies, software,
procedures, management tools, workshops, manuals, data files, concepts, ideas,
inventions know-how and working papers in the course of this AGREEMENT shall
vest in MISC.
18.4 The BIDDER shall not use any of the intellectual property rights stipulated in Article
18.3 herein without prior written approval from MISC. MISC at its discretion may
grant the license to use the intellectual property rights to the BIDDER.
19. TAXES
19.1 The BIDDER shall be responsible for obtaining all necessary import permits in
relation to the SCOPE OF WORK.
19.2 The CONTRACT PRICE shall be inclusive of all taxes.
19.3 MISC shall not be liable for any taxes impose on the BIDDER arising out of or in
connection with this AGREEMENT.
20. DISPUTE RESOLUTION
20.1 The PARTIES hereby agree that any dispute which may arise in connection with the
activities contemplated in this AGREEMENT on the application, implementation,
validity, breach or termination of this AGREEMENT or any provision thereof whether
resulting from a claim in contract, tort or otherwise shall be finally and exclusively
settled in accordance with the United Nations Commission on International Trade
Law Arbitration Rules (“UNCITRAL”) at the Kuala Lumpur Regional Centre for
Arbitration.
20.2 The number of arbitrator presiding the matter shall be one (1) to be appointed by
the President of Kuala Lumpur Regional Centre for Arbitration.
20.3 The language of such arbitration proceedings shall be in English and
20.4 The award of the arbitrators shall be final and binding on the PARTIES.
21. GOVERNING LAW
This AGREEMENT shall be governed by and construed in all respects in accordance

with the laws of Malaysia.
22. FORCE MAJEURE
22.1 Neither PARTY shall be in breach of this AGREEMENT if there is any total or partial
failure of performance of its duties and obligations under this AGREEMENT
occasioned by a Force Majeure Event.
22.2 For the purposes of this AGREEMENT, a "Force Majeure" shall mean an occurrence
beyond the control and without the fault or negligence of the PARTY affected
including, but not limited to, acts of God, federal or state legislation, ministerial
action having the force of law, war, civil commotion, insurrection acts of the public
enemies; expropriation or confiscation of facilities; war, rebellion, sabotage or riots,
embargo, floods or unusually severe weather that could not reasonably have been
anticipated; fires, explosions, or other catastrophes; or other similar occurrences
which are not within the control of the PARTY affected and which by the exercise of
reasonable diligence the said PARTY is unable to prevent or provide against.
22.3 If either PARTY is unable to perform its duties under this AGREEMENT by reason of
force majeure, that PARTY shall give written notice to the other of the inability
stating the reason in question. The operation of this AGREEMENT shall be suspended
during the period (and only during the period) in which the reason continues.
Forthwith upon the reason ceasing to exist, the PARTY relying upon it shall give
written advice to the other PARTY of this fact.
22.4 If the force majeure occurrence continues for a period of more than thirty (30) days,
the PARTY not claiming relief under this Article shall have the right to terminate this
AGREEMENT upon giving thirty (30) days written notice of such termination to the
other PARTY.
23. ASSIGNMENT AND SUBCONTRACTING
23.1 The BIDDER shall not subcontract any part of the SCOPE OF WORK without the prior
written consent from MISC which consent shall not be unreasonably withheld. In any
event, approval of such subcontractor by MISC and utilization of such subcontractor
by the BIDDER shall not in any way release the responsibility of the BIDDER for the
performance of the SCOPE OF WORK and the BIDDER shall remain solely liable to
MISC under this AGREEMENT. The BIDDER shall further be liable for and shall
indemnify and hold harmless MISC for any claim arising from any act, omission or
negligence on the part of any such subcontractor(s).
23.2 Neither PARTY shall assign this AGREEMENT or any of its rights hereunder without
the prior written consent of the other PARTY, which consent shall not be
unreasonably withheld.
24. ENTIRE AGREEMENT
24.1 This AGREEMENT embodies and sets forth the entire agreement and understanding
of the PARTIES and supersedes all prior or contemporaneous communications,
representations and agreements, whether oral or written, relating to the subject
matter of this AGREEMENT. Neither PARTY shall be entitled to rely on any
agreement; understanding or arrangement which is not expressly set forth in this
AGREEMENT other than written agreements entered into after the date hereof.
24.2 This AGREEMENT shall not be amended, modified, varied or supplemented except in
writing signed by the duly authorised representatives of the PARTIES.
25. CHANGE CONTROL PROCESS
25.1 The PARTIES agree to comply with the following CHANGE CONTROL PROCESS
where any changes are required. The PARTIES may revise, amend, alter or
otherwise change the nature and SCOPE OF WORK being provided from time to time
by mutual written agreement and otherwise in accordance with this Article 25. The
PARTIES agree to consider any proposed changes in good faith and to make a good
faith effort to accept equitable adjustments to this AGREEMENT where appropriate
to accomplish the mutual objectives of the PARTIES.
25.2 MISC may request changes to the SCOPE OF WORK (hereinafter referred to as
“CHANGE REQUEST”) in accordance with the following procedures:
25.2.1 Preliminary Estimate
Within (five) 5 days following the date of receipt of the CHANGE REQUEST,
BIDDER will provide MISC with an estimate (hereinafter referred to as the
“PRELIMINARY ESTIMATE”) of the time and cost to make the requested
change. If BIDDER determines that it cannot prepare the PRELIMINARY
ESTIMATE within such time frame, BIDDER will notify MISC in writing of the
date by which the PRELIMINARY ESTIMATE will be available, and BIDDER
will deliver the PRELIMINARY ESTIMATE by such date.
25.2.2 Response Period
Within the time frame specified in the PRELIMINARY ESTIMATE (hereinafter

referred to as the “RESPONSE PERIOD”), MISC will notify BIDDER in
writing whether or not to proceed with the assessment of the CHANGE
REQUEST. If, within the RESPONSE PERIOD, MISC notifies BIDDER in
writing not to proceed, the CHANGE REQUEST will be deemed withdrawn,
and BIDDER will take no further action on it. If BIDDER does not receive any
notice from MISC within the RESPONSE PERIOD, MISC will be deemed to
have advised BIDDER not to proceed.
25.2.3 Change Control Document
If, within the RESPONSE PERIOD, MISC notifies BIDDER in writing to proceed
with the assessment of the CHANGE REQUEST, BIDDER will prepare a
document (hereinafter referred to as the “CHANGE CONTROL
DOCUMENT”) in accordance with the PRELIMINARY ESTIMATE which
includes:
(i) a description of the change;
(ii) the benefit of/reason for the change;
(iii) the issues/concerns with the change;
(iv) the priority of the change;
(v) the modifications, additions and/or deletions that need to be made to

this AGREEMENT in order to implement the change, including the
proposed increase/decrease in the charges to be paid by MISC
hereunder; and
(vi) the potential impact on the current nature and scope of the SCOPE
OF WORK, including any impact on the PROJECT SCHEDULE.
25.2.4 Acceptance by BIDDER
The BIDDER will provide MISC with the completed CHANGE CONTROL
DOCUMENT which will constitute an offer by BIDDER, signed by BIDDER, to
implement the CHANGE REQUEST with all associated changes to this
AGREEMENT specified in the CHANGE CONTROL DOCUMENT. Such offer will
be irrevocable for five (5) days following the date of receipt of the offer by
MISC.
25.2.5 Acceptance by MISC
If MISC accepts the BIDDER‟s offer by acknowledging such acceptance in

writing on the CHANGE CONTROL DOCUMENT, the CHANGE CONTROL
DOCUMENT will become an amendment to this AGREEMENT and will be
binding on both PARTIES. Each CHANGE CONTROL DOCUMENT will be
numbered sequentially and will be logged and tracked by the BIDDER as part
of the SCOPE OF WORK.
25.3 In the event that the BIDDER desires to make a CHANGE REQUEST, it will notify
MISC in writing of the requested change and will provide MISC with a PRELIMINARY
ESTIMATE and the provisions of Article 25.2 will apply.
25.4 In the event the CHANGE CONTROL PROCESS is affected pursuant to this Article
resulting in an extension of time in relation to the existing SCOPE OF WORK, the
corresponding increase in fees shall be subject to the Schedule of Rates as stipulated
in ATTACHMENT VII herein. If the change in SCOPE OF WORK is outside the existing
SCOPE OF WORK, the BIDDER shall use the rates as stipulated in the Schedule of
Rates in ATTACHMENT VIIas a basis for the charges in respect of the change in the
SCOPE OF WORK.
26. PRESS RELEASE
The text of any press release or other communication to be published by or in the

media concerning the subject matter of this AGREEMENT shall require the prior
written approval of MISC and MISC shall have the absolute discretion on the
granting such approval.
27. TITLE AND RISK
27.1 Title to the DELIVERABLES, BI PROGRAM and SOFTWARE shall pass to MISC upon
the issuance of the CERTIFICATE OF FINAL ACCEPTANCE for the BI PROGRAM and
SOFTWARE.
27.2 During the period the USER REQUIREMENT STUDY, DELIVERABLES, BI PROGRAM
and SOFTWARE are in transit or in the possession of the BIDDER, up to and
including the date of issuance of the SIGN-OFF CERTIFICATE and the CERTIFICATE
OF FINAL ACCEPTANCE, as the case may be, the BIDDER shall be responsible for all
risk of loss of or damage to the USER REQUIREMENT STUDY, DELIVERABLES, BI
PROGRAM and SOFTWARE, respectively. After the issuance of the SIGN-OFF
CERTIFICATE and the CERTIFICATE OF FINAL ACCEPTANCE, as the case may be
subject to Article 14 and after physical delivery of the USER REQURIEMENT STUDY,
DELIVEREABLES, BI PROGRAM and SOFTWARE to MISC, all risks of loss of or
damage to the USER REQUIREMENT STUDY, DELIVERABLES, BI PROGRAM and
SOFTWARE shall pass to MISC.
28. NOTICES
28.1 All notices, reports demands and other communication which are required or may be
given under this AGREEMENT shall be made in writing and shall be deemed to have
been received:
28.1.1 if delivered by hand – at the time of delivery;
28.1.2 if delivered by courier – 24 hours after the date of delivery with evidence of
delivery note from the courier; and
28.1.3 if delivered by facsimile – immediately upon transmission provided a

confirming copy is sent by first class pre-paid, by overnight courier or by
hand by the end of the next business day.
28.2 All notices, reports demands and other communication to be forwarded under or in
connection with this AGREEMENT shall be forwarded to the PARTIES at their
addresses as indicated below or at such other address as may from time to time be
designated in writing to the other PARTY.
If to MISC:
MISC BERHAD
Level 22, Menara Dayabumi
Jalan Sultan Hishamuddin
50050 Kuala Lumpur
Malaysia
Facsimile : 603 2275 2032

Attention To : EN HOOD B ABU BAKAR, General Manager ICT
If to BIDDER:
Telephone :
Facsimile :
Attention To :
28.3 Either PARTY hereto may at any time by giving at least seven (7) days prior written
notice, change the address for communication set out above.
29. WAIVER
Neither Party‟s failure to exercise any of its rights under this Agreement shall
constitute or be deemed to constitute a waiver or forfeiture of such rights. Waiver of
a breach of this Agreement will not be deemed a waiver of any future breach. Any
waiver must be in writing and signed by each Party‟s authorised representative.
30. COSTS AND EXPENSES
30.1 Each PARTY shall bear their respective costs and expenses in the preparation and
finalisation of this AGREEMENT.
30.2 The BIDDER shall stamp sufficient number of this AGREEMENT for all PARTIES and
shall bear the cost thereof.
31. BINDING EFFECT
All covenants, contract and conditions of this AGREEMENT shall be binding upon and
ensure to the benefit of the PARTIES hereto and their respective assigns and legal
representatives.
32. INDEPENDENT ENTITIES
32.1 The BIDDER and MISC are independent entities. Nothing contained in this
AGREEMENT shall be construed as creating a joint venture, partnership, or
employment relationship between the parties hereto, or will either PARTY have the
right, power or authority to create any obligation or duty, express or implied, on
behalf of the other.
32.2 MISC shall not be responsible for the payment or deduction of any amount
whatsoever required by law to be made by an employer in relation to its employees.
Neither the BIDDER nor its employees or servants or agents shall be covered by any
of MISC‟s employee benefit plans or insurance policies.
32.3 Without limiting or reducing the BIDDER‟s liability and responsibilities under the
AGREEMENT, the BIDDER shall procure and maintain at its own cost and expenses
all the necessary insurance including but not limited to the necessary insurance for
its employees, agent or servant.
33. SEVERABILITY
If any term or provision of this AGREEMENT is held to be illegal or unenforceable,

the validity or enforceability of the remainder of this AGREEMENT shall not be
affected.
34. COMPLIANCE WITH LAWS
The BIDDER shall be deemed to be aware of and shall comply with all local and
foreign applicable laws, statutory rules and regulations in effect at the time this
AGREEMENT is executed and as may be amended from time to time, and hereby
acknowledges that these laws, rules and regulations shall apply to the SCOPE OF
WORK. BIDDER shall keep itself updated of any revision to such laws, rules and
regulations and undertakes to continue to comply with the same.
35. HEALTH, SAFETY & ENVIRONMENT
35.1 The BIDDER shall ensure that its personnel, its agents or subcontractors, when
present at the SITES in order to deliver the said Product, shall comply with all rules,
regulations, standard requirements and other policies (including those related to
security, administrative and safety arrangements) in force for the conduct of
personnel on those SITES.
35.2 The BIDDER shall also comply with all the relevant and applicable laws, regulations
and requirements pertaining to safety, health and environmental protection.
35.3 Safety
35.3.1 The BIDDER shall comply with all statutory and other requirements relating to
safe working practices as apply to the place of work.
35.3.2 When on MISC‟s premises which includes all ships owned, managed, or
operated by the MISC, the BIDDER shall comply with MISC‟s health, safety
and other regulations including but not limited to MISC‟s Drug and Alcohol
policy and personal protective equipment regulations.
35.3.3 The Purchaser is entitled to request sight of a method of work statement and
if MISC so requests, no work may be commenced without the BIDDER first
obtaining MISC‟s authorisation.
35.3.4 Hazardous materials, of whatever nature, shall be accompanied by

appropriate Material Safety Data Sheets, advice on handling and storage and
warning signs, all of which are to be in English.
35.4 Health and Safety at Work
The BIDDER shall provide MISC in writing with such information as is necessary
relating to the use of any materials and/or equipment supplied and/or used and its
design, testing, use, setting, cleaning, maintenance, handling, processing, storage,
transport, dismantling or disposal, and to any risk of health or safety to which the
inherent properties thereof may give rise to any conditions necessary to ensure it will
be safe and without risk to health when it is being used, set, cleaned, maintained,
handled, processed, stored, transported, dismantled or disposed of. The BIDDER
shall provide MISC in writing with such further information or revisions of
information, as may be necessary relating to any of the said matters by reason of its
becoming known that any such material an/or equipment or anything in any way
relating to them gives rise to a serious risk to health and safety.
[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF the PARTIES hereto have hereunto set their hands the day and
year first above written.
For and on behalf of For and on behalf of

MISC BERHAD (Company No. 8178-H) (Company Name and Number of
BIDDER)
…………………………………………………
………………………………………………
Name : Name :
Designation : Designation :
In the presence of: In the presence of:
………………………………………………… …………………………………………………
Name : Name :
Designation : Designation :
ATTACHMENT I – SCOPE OF WORK
Below is the expected scope of work but not limit to the following tasks:
No Task
1 Requirement Confirmation
The vendor must review the requirement gathered during project phase I.
2 Physical Environment Setup
The vendor to setup/configure dev, testing and production environments.
3 Data Modeling
A sample meta data that represents Transport industry‟s common KPIs

must be provided. The vendor must also allocate a Subject Matter Expert
(SME) on Transport industry.
4 ETL
The vendor must include Data Cleansing and Data Quality elements in the
ETL design.
Assist and advice methods in data cleansing.
5 Universe/OLAP Cube Design
6 Front-End Development
It must include but not limited to the following web-enabled features in the
presentation layer in relation to the business requirement (APPENDIX) and
which must be user friendly and giving independence for users to modify
report themselves (where necessary):
Business performance and strategic reporting ;

Status tracking i.e. for cargo, container, vessel, cost, etc at any point of
the shipment;
Forecasting;
KPI Dashboard for top management;
Multidimensional Analysis i.e. slicing/dicing;
Scenario / “What-If” Analysis; and
Correlations among different variables.
7 Performance Tuning
No Task
8 Quality Assurance
Perform quality check for each deliverable to MISC and Co-operate with
Product Principal to reach product optimization and compliance.
9 Production Rollout
10 Handover / Knowledge Transfer
ATTACHMENT II – CONTRACT PRICE AND PAYMENT SCHEDULE
In consideration of the performance of this Agreement by BIDDER to the satisfaction of

MISC, MISC shall pay to the BIDDER the following sums in the following manner:
In consideration of the successful completion of the Project, MISC shall pay to the BIDDER
the CONTRACT PRICE of Ringgit Malaysia _____________ _ (RM_________) in accordance
with the following Payment Schedule:
% of Contract
No. Progressive Payment
Price
1. Mobilization 10%
Completion and user signoff of Business Data
2. 25%
Model Framework
Completion and Go Live for Release/Phase 1 for
3. 15%
UAT of 1st Release
4. Completion and Go Live for Release/Phase 2 15%
5. Completion and Go Live for Release/Phase 3 15%
Completion and user signoff for handover

6. 10%
activities and documentation
Completion of 2 months post implementation
7. 10%
support after go-live
ATTACHMENT III – PROJECT SCHEDULE
Expected Project Execution Timeline (to be revised after Requirement Confirmation)
MONTHS
1 1
1 2 3 4 5 6 7 8 9
0 1
WEEKS
No 2 2 3 3 4
Key Milestones
5 9 3 7 1
1 1 1 1 1 1 1 1 1 1 2 2 2 2 2
1 2 3 4 5 6 7 8 9 - - - - -
0 1 2 3 4 5 6 7 8 9 0 1 2 3 4
2 3 3 4 4
8 2 6 0 4
1 Mobilization
2 Business
Consultation/
Requirement
Confirmation
3 Physical
Environment
Setup
4 Data Modeling
5 Data Mapping &
Cleansing
6 ETL
7 Front End
Development &
Unit Testing
8 System
Integration Test
9 End User Training
10 User Acceptance
Test (UAT) &
Rework
11 Production Roll
out Activities
12 Go LIVE 1st
Release (each
release at interval
of 2 months)
13 2nd Release UAT
14 Go LIVE 2nd
Release
15 3rd Release UAT
16 Go LIVE 3rd
Release
17 2 months post
implementation
support
18 Performance
Tuning at each
release
19 Quality Assurance
at each
deliverable
ATTACHMENT IV – DELIVERABLES BY TASK
No Task Expected Deliverables (but not limited to)

1 Requirement Confirmation A list of reports / cubes to be delivered to
the end users by the end of this current
The vendor must review the phase.
requirement gathered during An updated project plan that clearly
project phase I. identifies resource loads and milestone
delivery dates.
2 Physical Environment Setup Hardware / Software setup document for all

of the environments, including hardware
The vendor to setup/configure specifications, and scripts / settings for the
dev, testing and production software.
environments.
3 Data Modeling Identification of data sources.
Logical data model.
A sample meta data that Physical data model.
represents Transport industry‟s
common KPIs must be provided.
The vendor must also allocate a
Subject Matter Expert (SME) on
Transport industry.
4 ETL Data Mapping Document
ETL Script / ETL Package in the ETL tool
The vendor must include Data Documentation specifying Universe
Cleansing and Data Quality dimensions and measures
elements in the ETL design. Actual universe dimension and measures
Assist and advice methods in
data cleansing.
5 Universe/OLAP Cube Design Bidder must deliver but not limited to the
following:
a) Documentation specifying the
Universe/OLAP cube dimension and
measures
b) Actual Universal/OLAP cube/reports
6 Front-End Development Front End Deployment Documentation
It must include but not limited

to the following web-enabled
features in the presentation
layer in relation to the business
requirement (APPENDIX) and
which must be user friendly and
giving independence for users to
modify report themselves
No Task Expected Deliverables (but not limited to)
(where necessary):
Business performance and

strategic reporting ;
Status tracking i.e. for cargo,
container, vessel, cost, etc at
any point of the shipment;
Forecasting;
KPI Dashboard for top
management;
Multidimensional Analysis i.e.
slicing/dicing;
Scenario / “What-If”
Analysis; and
Correlations among different
variables.
7 Performance Tuning Performance tuning document - Goal and
Result
8 Quality Assurance Quality check at each deliverable

Co-operate and work together with Product
Perform quality check for each Principal to ensure the architecture is
deliverable to MISC and Co- optimizing product functionalities and best
operate with Product Principal to suited for MISC environment.
reach product optimization and Compliance with product principal standard
compliance. and best practices.
9 Production Rollout System Integration Test

UAT
End-user training inclusive of its training
manual/user guide
Delivery of the data warehousing system to
the end users
10 Handover / Knowledge System documentation for all stages of the
Transfer deliverables
Knowledge transfer and technical/system
training to ICT personnel and iPerintis for
all stages of the deliverables
Change management documentation
2-month post Go-Live support
ATTACHMENT V – FORM OF BANK GUARANTEE
(Please refer to the form appearing as Attachment 3 of SECTIONI of the ITB)
ATTACHMENT VI– ORGANISATION CHART OF THE BIDDER
[To be proposed by Bidder]
ATTACHMENT VII– SCHEDULE OF RATES
[To be proposed by Bidder and agreed by the Parties]
END OF SECTION III
(Form of Agreement)

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03 - Section III - Form of Agreement

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PROJECT TITLE

DATA WAREHOUSE AND

THE DESIGN, DEVELOPMENT,

SECTION III – FORM OF AGREEMENT

SECTIONIII – Form of Agreement FINAL Page 1

SECTIONIII – Form of Agreement FINAL Page 2

3. SCOPE OF WORK AND DELIVERABLES ................................................. 9

4. OBLIGATIONS OF THE BIDDER .......................................................... 10

5. RIGHTS AND OBLIGATIONS OF MISC ................................................ 12

7. CONTRACT PRICE ............................................................................... 13

8. TERMS OF PAYMENT ........................................................................... 14

9. PERFORMANCE BOND ......................................................................... 15

10. LIABILITY AND INDEMNITY............................................................... 17

11. DELAY AND LIQUIDATED DAMAGES .................................................. 18

12. INSURANCE ......................................................................................... 18

13. COMPLETION AND CERTIFICATE OF FINAL ACCEPTANCE ................ 20

14. WARRANTY ......................................................................................... 20

15. TERMINATION OF AGREEMENT ......................................................... 24

16. EFFECT OF TERMINATION .................................................................. 24

17. CONFIDENTIALITY ............................................................................. 25

18. INTELLECTUAL PROPERTY AND INDEMNIFICATION ........................ 27

19. TAXES .................................................................................................. 27

20. DISPUTE RESOLUTION ....................................................................... 28

21. GOVERNING LAW ................................................................................ 28

22. FORCE MAJEURE ................................................................................. 28

24. ENTIRE AGREEMENT ........................................................................... 29

25. CHANGE CONTROL PROCESS ............................................................. 29

26. PRESS RELEASE .................................................................................. 31

27. TITLE AND RISK .................................................................................. 31

28. NOTICES .............................................................................................. 32

29. WAIVER ............................................................................................... 33

30. COSTS AND EXPENSES........................................................................ 33

31. BINDING EFFECT ................................................................................ 33

32. INDEPENDENT ENTITIES .................................................................... 33

33. SEVERABILITY .................................................................................... 33

34. COMPLIANCE WITH LAWS.................................................................. 34

35. HEALTH, SAFETY & ENVIRONMENT……………………………..……..... 34

Attachment I Scope of Work

Attachment II Contract Price and Payment Schedule

Attachment III Project Schedule

Attachment V Form of Bank Guarantee

Attachment VI Organisation Chart of the BIDDER

Attachment VII Schedule of Rates

SECTIONIII – Form of Agreement FINAL Page 4

(2) (Company Name) (Co. No. ___________), a company incorporated in (Country)

“AGREEMENT” means this document comprising the Preamble, Articles 1

“ATTACHMENTS” means ATTACHMENTS I, II, III IV, V, VI and VII of this

SECTIONIII – Form of Agreement FINAL Page 5

a) Project Deliverables as per each project milestone

b) the is duly tested, accepted and signoff by MISC as the

c) successful implementation and Go-Live of each release

“COMPLETION means the date of issuance of the CERTIFICATE OF FINAL

"CONFIDENTIAL means any relevant information in relation to or in

SECTIONIII – Form of Agreement FINAL Page 6

“EQUIPMENT” means the equipment listed in ATTACHMENTS I and IV

“MANDAYS” means a minimum period of eight (8) hours of work per

"PARTY" means either MISC or the BIDDER and includes the

"PERSONNEL" means the BIDDER‟s personnel as described in Article 4.3

“PROJECT means the schedule for the execution of the SCOPE OF

"SCOPE OF WORK" Collectively refers to all such activities to be performed by

“SITES” means the locations where the SCOPE OF WORK will be

“CERTIFICATE OF means a document to be issued by MISC after satisfactory

“SOFTWARE” means the necessary software and/or databases to be