VICTORY FARM AT ROOFTOP SDN BHD (1354227-X)
Address: 3-3-1, Jalan Ahmad Nor. Jelutong. 11600. Penang
Email: admin@victoryfarmatrooftop.com
Website: www.victoryfarmatrooftop.com

THIS DOCUMENT IS STRICTLY FOR INTERNAL USE, DO NOT CIRCULATE WITHOUT PERMISSION. 
You understood that you are creating a digital signature by clicking the submit button, which you intend to have the same force and effect as if you have signed your name manually to agree on all the terms and conditions stated by The Company.

INDEPENDANT AUTHORIZED AGENT AGREEMENT

PARTIES THIS AGREEMENT is entered into between: VICTORY FARM AT ROOFTOP SDN BHD (1354227-X) (“VF@RM”) of, 3-3-1, Jalan Ahmad Nor. Jelutong. 11600. Penang and Authorized Agent (“AA”)

TERMS OF AGREEMENT

1. Appointment:

The Authorized Agent is hereby appointed as the “AA” of VF@RM subject to the Terms of Agreement herein, the Code of Conduct and rules and regulations of VF@RM.

2. Period:

This Agreement shall commence on (DATE: ) and may be terminated by either party without cause by giving 24 hours notice.

3. Description of Services
   • Duties and Best Efforts – The AA is expected and shall perform the services as described and elaborated under Exhibit A to this Agreement, in a reputable manner and shall at all times abide by VF@RM’s Code of Conduct (as stated in VF@RM’s corporate brochure and other information leaflets) and VF@RM’s marketing plans, structure and projections as to sales and growth and management of clients, customers and sales portfolio.
   • The AA shall be required immediately to inform VF@RM’s of any change of address, change of telephone and hand phone numbers and change of email address and to also, respond to VF@RM’s calls and contacts within the same day
   • Conflict of Interest – The best AA is expected to commit his / her time on best effort basis in procuring sales for VF@RM’s products and in the best interest of VF@RM as an AA and shall not engage in any other business, activities or employment which may or shall compete with the business and activities of VF@RM in any way whether directly or indirectly.
   • Collection of monies – The AA shall act promptly and procure signatures under all contracts agreements by the clients/customers and the AA in his/her fiduciary capacity shall be required to immediately deliver to VF@RM(within the next working day or immediately upon receipt), all cheques, cashier’s orders and payments received from the clients/customers. The AA shall not collect any CASH from the clients/customers nor shall issue receipts personally or in his/her capacity. The AA shall abide by the decision of VF@RM as to the allocation or availability of any reserved units and shall not object to same nor to insist on any forfeiture of deposits or refunds which shall be at the discretion of VFARM. The AA shall also be asked to and to answer for any verification of the source of monies received.
   • Account for monies – The AA shall promptly account to VF@RM for any monies, property or security received for and on behalf of the Company and/or the Products.
   • Books and Records – The AA shall keep accurate statements of all transactions for and on behalf of VF@RM and shall make the same available for inspection by VF@RM at anytime. All such books and accounts shall be the property of VF@RM, whether paid by VF@RM or otherwise. However, VF@RM’s books and accounts shall be conclusive evidence of the state of the accounts between the AA and VF@RM and the AA shall not raise any objections as to the validity and accuracy of such books save for manifest error.
   • Forms – The AA shall only use VF@RM’s Order Form, prescribed contracts, agreements and all other documents as prescribed and as provided by VF@RM for products to be sold under VF@RM’s aegis, supervision, care and control.
   • Advertisements–the AA shall not publish or cause to be published any advertisement concerning VF@RM and/or its products in anyway and in whatever avenue, be it the newspaper or in the internet, nor to distribute and circulate any materials, flyers, brochures, printed materials and promotional items bearing VF@RM name or put or place any write ups and publications that have not been prior approved, consented and authorized by or with the written consent of VF@RM. All costs and damages arising from this or in connection to such acts or omissions shall be borne by the AA personally.
   • Non Binding – The AA shall be given only the authority as is expressly stated under this Agreement and shall not be empowered in any way on behalf of VF@RM to incur liability or debt, accept risks, waive any contractual provisions or rights make or modify contracts or bind VF@RM in any way or make any representation or promise on behalf of VF@RM and shall not commit act sign or do anything to bind, contract, commit VF@RM without VF@RM’s prior written consent. This does not relate to the agreed marketing of VF@RM’s products.

4. AA StatusVictoryFARM@Rooftop Malaysia
   • The AA agrees that he/she will be an Authorized Agent and not an employee, staff of VF@RM and shall not be entitled to claim any salary, employment benefits, EPF, insurance or medical benefits or whatsoever from VF@RM, save as agreed to herein in consideration of the service to be successfully performed by the AA. The AA shall be personally responsible and liable for all and any income taxes, levies, imposition, government duties, SST, insurances or whatsoever due to be paid by him/her. The AA shall be entitled to agreed commissions to be paid by VF@RM upon collection from the clients/customers asset out herein and to any bonus incentives which are discretionary at VF@RM’s option. Nothing herein shall imply that the AA is an employee, officer of VF@RM or a joint venture party.

5. AA’s Experience
   • The AA is expected to have some prior experience in sales and marketing or have the enthusiasm to commit himself/herself to the services to VF@RM as a marketing broker agent and to give full attention and zeal, maintain goodwill and reputation of VF@RM and act with due diligence due care and in the best interest of VFARM. The AA agrees and acknowledges that the business of VF@RM is VF@RM’s property, as are all documents and the AA shall have no claim as to the same.

6. Transport & Insurance

• • The AA is expected to have his/her own transportation, vehicle, car insurance, petrol and other related expenses in order to provide the services under this Agreement. Also, the AA is expected to be responsible for all his/her insurances whether personal or life or whatever. The AA shall bear his/her own costs for any general expenses and personal expenses and not limited to costs as to printing of name- cards, stationeries, postage, mailers, overseas faxes and telephone calls, unless VF@RM has agreed to provide the same.

7. Income Tax & EPF Contributions

• • The AA shall personally bear all income taxes arising out of any commissions earned arising from the services rendered herein and shall make his/her own EPF contributions as a self employed person as he/she deems fit.

8. Provision by VF@RM
   • In house training – VF@RM pride itself to provide the best training and assistance it deems fit and special to its AA and people and to benefit and allow them to develop and maximize their best capacity and advantage
   • Access to Listing, Information, Records, Clients’ List – VF@RM at its entire discretion will make available to the AA its proprietary current listings or products marketed by VFARM, such information and records, except those listings that are intended to be exclusive to another party. All such listings, clients list, information, records shall remain the property of VF@RM and to be returned to VF@RM upon resignation or termination or dismissal or withdrawal from this Agreement.
   • Access to Office Premises – VF@RM may or may not provide on a shared basis, office premises with full facilities (upon such terms of use and upon such costs as may be imposed) for the AA to use and conclude sales.
   • Sales Materials – VF@RM may or may not provide all such sales materials and research and provision of all such advice and directions to AA, as may be necessary for sale of VF@RM’s products and all such proprietary materials shall remain the property of VF@RM and the AA acknowledges same and shall be held accountable for its use and return thereof for any reasons.
   • Advertising– VF@RM may or may not advertise for other sales and marketing staff and AA to ensure growth of a steady marketing force to promote its products and at VF@RM’s own discretion. The AA is encouraged to do its own advertising, subject for approval, but shall not be required by VF@RM to place advertisements for recruitment or marketing nor be entitled to use any advertising materials of VFARM, which remains the property of VFARM.
   • Supervision – VF@RM shall have the right to assist, supervise, remove and or replace the AA in any transaction that VF@RM determines with reasonable cause, which the AA shall not be able to successfully handle or negotiate and the AA shall provide all such cooperation fully. If VF@RM finds it necessary to assist, remove, replace the AA, VF@RM shall then have the discretion to divide or offset commissions or fees that would otherwise have been due to the AA from such transaction.

9. Assigned Clients/Customers

• • VF@RM shall from time to time or regularly, assign to the AA such clients or customers, to whom the AA shall be required to train, give support, handle, help and assist, impart knowledge of VF@RM’s products for sale and build teamwork, set targets, and motivate to obtain sales, meet sales targets in the best interests of all.

10. Commission Payments
    • Commissions payable – The AA shall be paid attractive commissions and shall be paid and given such commissions as agreed to and the table of commissions and incentives are in Exhibit B hereto.
    • The AA shall have to bear any consequential costs, damages and losses himself/herself and shall not be entitled to any commissions if he/she has not produced within 6 months. In which event, VF@RM may terminate the AA who fails or neglects to perform or produce and VF@RM has the sole discretion to replace another AA. The commissions shall cease at once and immediately when the AA is terminated or has tendered his/her resignation.
    • VF@RM shall have absolute rights to determine and revise at anytime the commission structure. d. Time of Payment – The Commissions shall be paid in Ringgit Malaysia on the agreed and regular basis upon successful completion of contracts and upon payment received by VFARM.
    • No advance – At no time shall an advance be paid or for reasons to defray any costs or expense of AA. f. Commissions, Compensation unpaid – At no time shall VF@RM be liable to the AA for the commissions due if the Clients/Customers of VF@RM for any reasons fails or neglects to make payment of commissions due.

11. Right of Set- Off

• • VF@RM shall have the right to set-off any sums, commissions due and owing to VF@RM or such sums due as a result of any breach of the AA under the terms of this Agreement and shall at all times have a first lien over the AA’s commissions and remunerations due towards the satisfaction of any debts incurred by the AA.

12. Confidentiality/Secrecy Obligations
    • The AA is bound to keep Confidential and Secret all information, sales and marketing techniques, business plans, projections, marketing data, computer data, computer programs and supporting documents, financial information of VFARM, clients and customers list, client’s confidential information and all such confidential and secret information that he/she has received or would receive or come to know of, while in the course of carrying out the services expected as VF@RM’s AA
    • The AA shall not disclose to any third parties, any trade secrets or confidential or proprietary information, statistics, any form of information , aspects of VF@RM’s business that it has come to know or by reason of association with VF@RM that is made know and communicated to the AA or any details and information of VF@RM’s clients and customers and of any of the above listed information or documents and shall take all steps to protect the confidential, secret or proprietary information including and not limited to procuring duly signed non disclosure statements from its agents, representatives acting on his/her behalf and all such obligations shall survive the termination of this Agreement up to a period of nine (9) months from the date of termination or withdrawal from this Agreement by the AA.
    • The AA shall not reveal, divulge, or make known, whether directly or indirectly, to any person, firm or corporation, any secret or confidential information whatsoever in connection with VF@RM or its business, or anything connected therewith, or the name of any of VF@RM’s customers, or solicit, interfere with or endeavour to entice away from VF@RM any customers or any persons, firm or corporation who has a business relationship with VFARM.

13. Non Solicitation

• • The AA agrees that during the term of this Agreement and for a period of 12 months thereafter, the AA, will not, directly or indirectly, whether as principal or as an associate or AA, officer, director, independent contractor or otherwise, alone or in association with any other person, firm or corporation, or other business organization, (i) seek or employ directly or indirectly, any person employed by VF@RM or by VF@RM’s affiliates or either employee or independent contractor; (ii) directly or indirectly, solicit, induce or attempt to influence any employee or independent contractor of VF@RM or its affiliates to terminate his/her employment or contractual affiliation with VF@RM or VF@RM’s affiliates. Notwithstanding the foregoing, the AA may work as a AA for another company after the termination of this Agreement and during the restrictive period, so long as the AA complies with the foregoing restrictions. It is agreed that irreparable harm and loss and damages would be incurred by VF@RM if the AA breaches the non solicitation restrictions, VF@RM shall be entitled to apply for a permanent injunction to restrain the violation thereof by the AA, its servants, agents, employees, employers and all other persons acting with or for or together with such AA, in addition to all other and such remedies and damages available to VF@RM. Also, VF@RM shall be entitled to claim against the AA in breach for all costs, damages, expenses incurred thereto to enforce or preserve the restrictive covenants or pursuant thereof.

14. Default or Breach

• • Each of the following shall constitute a material default or breach of this Agreement by the AA:
    • If the AA shall file a petition for bankruptcy or insolvency or such petition of bankruptcy has been lodged against the AA or in the event that the AA has committed any offense whatsoever.
    • If the AA fails or fails to perform any of the services or carry out any responsibilities and obligations expected under this Agreement and such failure continues for a period of seven (7) days without any effort to remedy the situation, then in such an event, the AA’s services may be terminated within 24 hours notice and the AA shall not be entitled to claim whatsoever from VF@RM.
    • If the AA violates any of the terms & conditions, rules & regulations, code of ethics & conducts set by VF@RM.

15. Termination

• • This Agreement creates an “AT Will” relationship that either party may terminate at any time with or without cause upon twenty-four (24) hours written notice to the other party.
  • Earned Commissions – All earned commissions based on duly signed and executed contracts prior to notice of termination shall be paid, unless there is a cause to set- off such sums due.
  • Listings and Documents Property of VF@RM– Upon termination, all listings files and documents, marketing materials, product information, receipts and whatever documents relating to VFARM’s products shall remain the property of VF@RM and shall be returned by the AA to VF@RM and all such listings as handed to the AA may be assigned to other AA.
  • Proprietary Information/Unfair Advantage – The AA shall not use his or her advantage, or the advantage of any person or entity, any information gained for or from the files or business of VF@RM after the termination of this Agreement. All files, customer lists, names contact details, documents, database (including but not limited to contracts, sales comparable, analyses and layouts) are protected trade secrets and any unauthorized use by the AA or gained will subject the AA to liability for compensation and punitive damages.
  • Without limiting the generality of this provision, the causes of termination shall include, bankruptcy, insolvency, dishonesty, guilty of inappropriate conduct, misconduct, breach of VF@RM’s rules and code of ethics, failure to attend meetings, training, does not perform or bring business to VF@RM or at all.

16. Indemnification

• • VF@RM shall not be liable or responsible for any acts or defaults of the AA, whether for any expenses or costs incurred or any acts of defaults or
  • liability or negligence and the AA shall not bind VF@RM by any promise or representation, oral or otherwise, unless specifically authorized in writing in a particular transaction.
  • The AA hereby agrees to and shall indemnify and hold VF@RM harmless against any damages, costs, expenses, liabilities, fees, penalties, claims, demands, actions, judgment, execution, acts of omissions, negligence, willful misconduct, or violation of laws, rules, regulations, codes of ethics, of this Agreement or office policy manual, including solicitors fees, arising from or in any way connected with a default under a breach in this Agreement.
  • The AA shall further indemnify VF@RM for any loss or damages as a result of or in connection with any misrepresentation, misstatements, acts or omissions or any actions of the AA in excess of its assigned responsibilities and duties.

17. Assignment

• • The AA shall not assign, transfer, charge or in any manner make over or purport to assign, transfer, charge or make over this Agreement or theAA’s rights hereunder or any part thereof unless agreed by VF@RM in writing.

18. Applicable Laws

• • The AA agrees to comply with all applicable laws and regulations in force and in Malaysia and the laws in force in the jurisdiction of the products as marketed by VF@RM and the AA and not to commit any acts that violate such laws and regulations.

19. Choice of Law/Binding Effect

• • This Agreement shall be binding and inure for the benefit of the parties and their successors and assigns. This Agreement and the performance hereunder shall be construed in accordance with the laws in force in Malaysia.

20. Severability

• • In the event that any of the provisions is judged to be invalid by a court of competent jurisdiction, such judgment shall not be deemed to affect the validity of any provisions and the remaining provisions shall remain in full force and effect.

21. Entire Agreement

• • This is the entire Agreement between VF@RM and the AA. The AA acknowledges that VF@RM has made no representations to the AA except as set forth in this Agreement. The terms of this Agreement shall not be waived, modified, assigned, amended or supplemented except in writing signed by the authorized VF@RM.

22. Changes

• • This agreement is subject to any changes, modifications at anytime as the Company deems fit. Any disputes or issues raised for any cause shall be submitted to mediation first and if inconclusive, then to arbitration under the laws in force in Malaysia.

23. Contracts (Rights of Third Parties) Act 2001

• • No party who is not a party to this Agreement shall be entitled to any rights or benefits to this Agreement.

24. Notices

• • Any notice required to be given shall be sufficiently given to the AA if forwarded by registered post to the last known address in Malaysia of the AA or by email to the AA’s email address. Any notice shall be treated as being received when sent or transmitted in the ordinary course of transmission.The AA shall have to report and give written notice to VF@RM of any change of address, change in email address or change in handphone/telephone numbers and shall be required to inform VF@RM if the AA is out of town.

Should you agree on all the terms and conditions stated in this agreement, kindly CLICK SUBMIT this document and make payment. You understood that you are creating a digital signature by clicking the submit button, which you intend to have the same force and effect as if you have signed your name manually to agree on all the terms and conditions stated by The Company.

VictoryFARM@Rooftop Malaysia

Address: 3-3-1 Jalan Ahmad Nor 11600 Jelutong Penang

Email: admin@victoryfarmatrooftop.com

Website: www.victoryfarmatrooftop.com

VICTORY FARM AT ROOFTOP SDN BHD (1354227-X)| 3-3-1, Jalan Ahmad Nor. Jelutong. 11600. Penang

THIS DOCUMENT IS STRICTLY FOR INTERNAL USE, DO NOT CIRCULATE WITHOUT PERMISSION. 

EXHIBIT A: DUTIES AND SERVICES OF AA

1. DUTIES

The AA shall at all times perform the following duties in the course of this Agreement with VF@RM:

✓ to commit to the art of selling and be trained appropriately.

✓ attend all training sessions, workshops, meetings, seminars, gatherings.

✓ to be punctual and participate, co-operate and build team spirit and goodwill.

✓ to be ethical all the time, disciplined and focused.

✓ to be responsible and give best efforts.

✓ to be diligent and commit to sales targets.

✓ to solicit listings and clients and actively pursue market.

✓ to co-operate and share knowledge and information beneficial to VF@RM’s business and products.

✓ to remain efficient and effective and be trained.

✓ to prelist your work – gather all required information, product knowledge.

✓ to check questions and answers.

✓ to treat all clients and customers with utmost good care and help and provide explanations clarifications to best of ability and at all times remember to check with VF@RM.

✓ to communicate to all clients and others in VF@RM.

✓ to explain, prepare execute, conclude contracts, achieve sales.

✓ to know VF@RM’s procedure for closing and document flow.

✓ to check and ask and follow procedures.

✓ to act within assigned roles, duties.

✓ to make full and adequate disclosures so that clients can properly decide – to place clients interests before his/her own.

2. SERVICES

The AA shall be required to provide the following services, which is not exhaustive:

✓ add value to your service and services.

✓ have commitment and performance and sales and targets, sell – identify problems and closing documents.

✓ co-operate and serve.

✓ be on your best always and better each time.

3. CODE OF CONDUCT

The AA shall adhere to the following Code of Conduct in addition to that as shown in the Corporate Brochure and any other leaflets given out by

VF@RM from time to time:

✓ act honestly and with integrity in the conduct of business and in good faith.

✓ abide and follow, conform in interest of VF@RM.

✓ be warm, gentle friendly and excite and interest customers and clients.

✓ be courteous, approachable and build teamwork and strength with co-supports – not to make any false or misleading statements.

✓ not waive any provisions or make amendments or changes in the contract, agreements.

✓ not to make any untrue statements in relation to VF@RM, its officers and employees.

✓ not make any statements that would compromise the integrity and reputation of VF@RM.

✓ not make any statements or conversations which has any intend of any form of harassment to anyone, verbal or written.

✓ not to misconduct, disrespect, misbehave towards anyone in VF@RM, verbal or written.

✓ not incur any expense or liability on account of VF@RM without obtaining VF@RM’s prior written approval.

✓ not to facilitate in any way any money laundering transaction.

✓ not act as a AA or broker in any other company doing similar business as VF@RM while in the course of being a AA with VF@RM.

✓ not to commit VF@RM in anyway and not to sign any undertaking, compromise, settlement, agreements which binds VF@RM in any way.

✓ not to sign or participate in any way in any external brokerage agreements, sign any indemnities or guarantees that would compromise VF@RM in any way.

4. BE TRAINED

✓ remember to correctly reflect what to say and do.

✓ what are the rules and regulations in force affecting products and sales.

5. BE PREPARED

✓ walk through issues, contracts, agreements, problems – one stop advise and closing

✓ anticipate and gauge set backs

✓ provide for contingencies

✓ avoid domino transactions

✓ go for multiple closings and sales

✓ go for connections and network

✓ to disclose to VF@RM all information about the Client

6. CONTRACTS/AGREEMENTS

✓ explain and summarize

✓ get help when not sure

✓ get signatures and initials

✓ get witnesses and notary to witness

✓ give all supporting documents, indemnity, guarantees, – follow document flow

7. BE SUCCESSFUL AND MAXIMIZE POTENTIAL

✓ understand what it takes to be successful, perform and glow

✓ be professional and wear that real attitude of professionalism

✓ be willing to commit time patience perseverance and hours where necessary – live to get started with best form to perform

8. BE ALERT

✓ be resourceful

✓ check and assess and know what is going on

✓ read and check political economic news

✓ gather, understand and think,

✓ plan and store and proceed well equipped

✓ understand people and understand psychology of being

9. KNOW YOUR COMPETITORS

✓ what are others selling

✓ how to beat the competitor, know the rule of the game – evaluate your products and your competitors’ products

✓ how to distract others from competitor

✓ woo your customers

10. ART OF WAR/MARKETING TOOLS

✓ employ all marketing strength within and in VF@RM

✓ use all marketing information, research, raise confidence

✓ create best marketing techniques and learn and concentrate to win – art borne in style, VFARM’s new unique opportunity

✓ best products

✓ low entry levels, low costs, outlay

✓ best managed risk exposure

EXHIBIT B:

COMMISSION SCHEDULE FOR THE MONTH

COMM Structure – 4 TYPES (kindly refer to management for commission structures)

1. Retail Sales
2. Course
3. Subscription plans

Payout date Payment received between 1st to 31st of the month, all commissions shall be made payable by VF@RM in the next 30 business days*

CONTRACT MAINTENANCE: All Authorised Agent is required to achieve min sales target of RM5,000 /month in order to maintain this contract.

* The above schedule sets out the remuneration structure applicable to selected products and services and shall be paid only upon successful completion and receipt of monies for the products and services sold. Should there be any dispute between the AA and clients on refunds before order is processed, commissions shall be withheld until completion of settlement of any issues. There shall be No refund after order is processed.

* Sales based on Quotations by projects IS NOT applicable in this schedule. Kindly refer back to management for further details.

VF@RM reserves the rights to change, modify or cancel the commission and remuneration structure at its sole discretion.

Victory Farm At Rooftop Sdn Bhd 1354227-X
Address: 105-11-09 HEXAGON TECH PARK. Jalan Gurdwara. 10300. Georgetown Penang
Email: admin@victoryfarmatrooftop.com
Website: www.victoryfarmatrooftop.com
THIS DOCUMENT IS STRICTLY FOR INTERNAL USE, DO NOT CIRCULATE WITHOUT PERMISSION
You understood that you are creating a digital signature by clicking the submit button, which you intend to have the same force and effect as if you have signed your name manually to agree on all the terms and conditions stated by The Company.