THIS SALE OF GOODS ON CONSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of the day the full stocks has arrived in your store.

BETWEEN

AYDEN GLOBAL SDN BHD, a company incorporated in Malaysia under the Malaysian Companies Act 1965 and having its registered address at Suite 303, Lot P05A, Empire Shopping Mall, Jln SS16/1, 46500 Subang Jaya, Selangor, Malaysia (hereinafter referred to as “The Consignor”),

AND

The Retailer Partner that submitting this form (hereinafter referred to as “The Consignee”).

(The Consignor and The Consignee are referred to individually herein as a “Party” and collectively as the “Parties”).

WHEREAS:

A. The Consignor and its Affiliates have developed, and are in the process of further developing, a product identified by the trade mark, “PIPIPAU”, relating to the babies foods (hereinafter referred to as “PIPIPAU”); and

B. In addition to the trade mark “PIPIPAU” and certain other Marks, the distinguishing characteristics of the products include, without limitation, uniform standards and procedures for business operations; distinctive interior and exterior design, layout and decor; procedures and strategies for marketing, advertising and promotion; customer service and development techniques; other strategies, techniques, Trade Secrets and Confidential Information and Manual; and

C. The Consignee understands and acknowledges the importance of the Consignor’s high and uniform standards of quality, operations and service and the necessity of handling its products in strict conformity with Consignor’s standards.

NOW IT IS HEREBY AGREED as follows:-

1. Consignment of Goods

1.1. Ship of Goods

The Consignor shall ship to Consignee on consignment the following described goods as listed in the Attachment 1 (Delivery Order that will be send together with the initial stocks). Consignor shall be responsible for the cost of shipping to Consignee.

1.2. Storage of Goods

The Consignee shall, upon delivery F.O.B. to the agreed shop receive the Goods and shall store them carefully and properly in Consignee's premise to protect them from loss, damage, or deterioration. Consignee shall designate the Goods as the property of Consignor by a conspicuous notice at in Consignee's premise, and shall perform all acts required by law to protect the rights of Consignee to the Goods. Consignee, from and after the time it receives the Goods, shall pay all expenses incident thereto, including all expenses of carting, handling, storage, selling, and delivering to customers. Consignee shall at all times observe Consignor's sales rules and procedures with respect to the Goods.

1.3. Display of Goods for Sales

The Consignee shall store the Consigned Goods in designated cold storage freezer at its premises so as to be at all times segregated from all of the other inventory and shall clearly indicate that the Consigned Goods are the property of the Consignor.

1.4. Return of Goods

Upon any demand by Consignor, Consignee will be responsible to return the Consigned Goods in good order and condition.

1.5. Inspection

The Consignee agrees to permit the Consignor to enter the premises at reasonable times to examine and inspect the Goods. The Consignor or any of its representatives may once in a month take an inventory of the Consigned Goods in order to determine the Goods, which have been used, damaged, destroyed or otherwise removed from the Premises.

1.6. Minimum Order

All orders for the Consignor’s Goods shall comply with the Minimum Order as set out from time to time.

2. Title to Goods

The Goods shall remain Consignor's property until sold to Consignee's customers, and title to the proceeds of the sales of the Goods shall vest in and belong to Consignor and be held in trust for Consignor's benefit until accounted for and remitted to Consignor.

3. Loss or Damage to Goods

3.1. Loss, Damage or Destruction of Goods

Consignee shall be responsible to and shall reimburse Consignor for all loss and expense to Consignor resulting from damage to or destruction of the Goods, or from levy or attachment of any court process or lien thereon while in Consignee's possession, and until such time as the title passes from Consignor by reason of the sale thereof and the proceeds of sale have been accounted for and remitted to Consignor.

3.2. Insurance Policy

The Consignee shall maintain an insurance policy or policies on the Goods in Consignee's possession, protecting against loss from fire and other insurable perils, in an amount satisfactory to Consignor and naming Consignor as insured and loss payee.

4. Sale of the Consigned Goods

The Consignee agrees to use its best efforts to sell the goods on behalf of the Consignor on such terms, and at such prices as shall from time to time be designated by the Consignor.

5. Report of Sales and Record of Goods

Not later than the third (3rd) day of each month Consignee shall make a written report to Consignor listing sales of the Goods made by Consignee during the previous calendar month.

Consignee shall keep a true record of all Goods in its possession under consignment and shall give the representatives of Consignor access to such record on demand and shall permit such representatives, at reasonable times, to make an inventory of the Goods in Consignee's possession. The consigned Goods shall include the Goods in transit as well as the Goods in Consignee's premise.

6. Payment

After receiving each report of sales, Consignor shall mail an invoice to Consignee covering the sales shown in such timely report, bearing a date not later than the last day of the same month. Amounts otherwise due shall be paid within seven (7) days of invoice.

7. Withholding Payment

The Consignee shall not, for any reason, withhold amounts due to the Consignor or to an Affiliate. The Consignee shall not withhold or offset any amounts, damages or other monies allegedly due to the Consignee against any amounts due to the Consignor. No endorsement or statement on any payment for less than the full amount due to the Consignor will be construed as an acknowledgment of payment in full, or an accord and satisfaction, and the Consignor has the right to accept and cash any such payment without prejudice to the Consignor’s right to recover the full amount due, or pursue any other remedy provided in this Agreement or by law. The Consignor has the right to apply any payments made by the Consignee against any of the Consignee’s past due indebtedness as the Consignor deems appropriate. The Consignor shall set off sums the Consignor owes to the Consignee against any unpaid debts owed by the Consignee to the Consignor.

8. Tax

The Consignor shall be responsible for the payment of all income taxes accruing to Consignor for revenue received from the sale of the Goods. Consignee shall be responsible for any sales, consumption or excise taxes resulting from the sale of the Goods to Consignee's customers. Consignee shall also be responsible for all income taxes accruing to Consignee on the commission revenue from its sale of the Goods and for personal property taxes and other charges or levies imposed on the Goods while in Consignee's possession.

9. Term

This Agreement shall commence on the date above and continue for a period of twelve (12) months, with the option to extend for additional twelve (12) month period upon mutual acceptance.

10. Internet Advertising

Recognizing the value of advertising and the importance of the standardization of advertising and promotion to the furtherance of the goodwill and the public image of the consigned goods, the Consignee agrees as follows:-

• The Consignee shall not establish a presence on, or market using, the Internet in connection with the Licensed Business without The Consignor’s prior written consent;

• The Consignor has established and maintains an internet website at the uniform resource locator www.pipipau.com.my and www.pipipau.com that provides information about the goods, business, and the services that the Consignor and the Consignees provide;

• The Consignor may (but is not required) include at the Business website an interior page containing information about the Consignee Business. If The Consignor includes such information on the Business website, the Consignor may require the Consignee to prepare all or a portion of the page, at the Consignee’s expense, using a template that the Consignor provides. All such information shall be subject to the Consignor’s approval prior to posting;

• The Consignor retains the sole right to market on the Internet, including all use of websites, domain names, URL’s, linking, on-line social medias marketing, auction sites, e-commerce and co-branding arrangements. The Consignee may be requested to provide the Consignor content for the Consignor’s Internet marketing and shall be required to follow the Consignor’s Intranet and Internet usage rules, policies and requirements;

• The Consignor retains the sole right to approve any linking or other use of the Business website. The Consignee shall not establish a presence on, or market using, the Internet in connection with the Consignor’s Business unless the Consignee has obtained the Consignor’s express prior written consent and subject to the Consignor’s specifications in connection with the same.

11. Automatic Termination

This Agreement shall automatically terminate without notice being given to the other Parties if either of the Parties shall become insolvent by reason of its inability to pay its debts as they fall due or shall enter into liquidation whether voluntarily or compulsorily other than for the purposes of a reconstruction or amalgamation or shall make any arrangement or composition with its creditors or shall have a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of a debt.

12. Mutual Termination

This Agreement may be terminated by the Parties through mutual agreement.

13. Indemnification

Each party shall at its own expense indemnify and hold harmless, and at the other party’s request defend such party its affiliates, subsidiaries, successors and assigns officers, directors, employees, sub-Consignees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to any breach of this Agreement, or the gross negligence or willful misconduct of a party’s employees or agents;

14. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed received:-

- at the time delivered by hand to the recipient party (or to an officer, director or partner of the recipient party);

- on the next Business Day of the transmission by facsimile or other reasonably reliable electronic communication system;

- two (2) Business Days after being placed in the hands of a commercial courier service for guaranteed overnight delivery; or

- five (5) Business Days after being sent by Registered Mail, return receipt requested and addressed to the party to be notified at its most current principal business address of which the notifying party has been notified in writing.

All notices, payments and reports required by this Agreement shall be sent to the parties at the Address below:

Notices to The Consignor:
AYDEN GLOBAL SDN BHD
SUITE 303, LOT P05A, EMPIRE SHOPPING GALLERY
JLN SS 16/1, 47500
SUBANG JAYA, SELANGOR

Notices to The Consignee:

As per submitted by The Consignee through this form, or any other notification method.

15. Entire Agreement

This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the parties.

16. Dispute Resolution

16.1. Choice of Law

This Agreement and the rights of the parties will not take effect unless and until this Agreement is accepted and signed by both parties. This Agreement shall be governed by and construed in accordance with the laws of Malaysia. All matters relating to arbitration are governed by the Malaysian Arbitration Act 2005 (Act No. 646). References to any law or regulation refer also to any successor laws or any published regulations for any statute, as in effect at the relevant time.

16.2. Consent to Jurisdiction

The parties agree that any action brought by the Consignee against the Consignor in any court, shall only be brought within Malaysian jurisdiction in which the Consignor has its principal place of business. The parties further agree that any action brought by the Consignor against the Consignee in any court, may be brought within the jurisdiction in which the Consignor has its principal place of business.

16.3. Limitation of Damages

The Consignee and the Consignor each waive, to the fullest extent permitted by law, any right or claim for any punitive or exemplary damages against the other, and agree that if there is a dispute with the other, each will be limited to the recovery of actual damages sustained by it including reasonable accounting and/or legal fees. The Consignee waives and disclaims any right to consequential damages in any action or claim against the Consignor concerning this Agreement or any related agreement. In any claim or action brought by the Consignee against the Consignor concerning this Agreement, the Consignee’s contract damages shall not exceed and shall be limited to refund of the Consignee’s Licensing Fee payments.

16.4. Arbitration

This Agreement is a written agreement evidencing a transaction involving commerce and is, therefore, subject to the terms and provisions of the Malaysian Arbitration Act 2005 (Act No. 646).

The aggrieved party shall inform the other of any dispute or dissatisfaction in detail in written form and a meeting between the parties to resolve the issue shall be fixed not later than twenty one (21) days from the receipt of the written notice. In any event the matter is unable to be resolved within sixty (60) days or such period extended agreed to by the parties, the Consignee and the Consignor agree to submit the dispute to the Kuala Lumpur Regional Centre for Arbitration with the venue at Kuala Lumpur and such arbitration shall be settled or determined in accordance with the Rules of the Regional Centre for Arbitration.

The proceedings will be held by a single arbitrator agreed upon by the parties or otherwise appointed by the Kuala Lumpur Regional Centre for Arbitration. The decision of the arbitrator will be final and binding upon the parties hereto. The costs of the arbitration will be at the discretion of the arbitrator, provided, however, that no party is obligated to pay more than its own costs and the cost of the arbitrator.

17. Amendment

No amendment, change or variance from this Agreement shall be binding on either party unless executed in writing by both parties.

18. Severability

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect

19. Force Majeure

Whenever a period of time is provided in this Agreement for either party to do or perform any act or thing, except the payment of monies, neither party shall be liable nor responsible for any delays due to strikes, lockouts, casualties, acts of God, war, governmental regulation or control or other causes beyond the reasonable control of the parties, and in any event said time period for the performance of an obligation hereunder shall be extended for the amount of time of the delay. This provision shall not apply nor result in an extension of the term of this Agreement.

20. Legal Fees

Each party shall bear its own legal fees except that the all stamp duty relating to this Agreement shall be borne and payable by the Consignor.

21. Third Party Beneficiaries

Anything to the contrary notwithstanding, nothing in this Agreement is intended, nor shall be deemed, to confer upon any person or legal entity other than the Consignor or the Consignee, and their respective successors and assigns as may be contemplated by this Agreement, any rights or remedies under this Agreement.

22. Agreement Originals

By submitting this form, the agreement is deemed accepted and valid.