MASTER PURCHASE AGREEMENT

This Agreement is made and entered into this     day of    , 2012 (“Effective Date”), by and between _______________, a__________ corporation having its principal place of business at_______________________("Purchaser")and ______________, a_______ corporation having its principal place of business at____________________________ (“Supplier”), (individually as a “Party” and collectively as the “Parties”).

WITNESSETH:

WHEREAS PURCHASER wishes to purchase the Product(s) (defined below) manufactured and sold by Supplier; and

WHEREAS Supplier is willing to supply the Products to PURCHASER; and

NOW, THEREFORE, in consideration of the covenants, promises, and considerations set forth herein, the Parties agree as follows:

1. Definitions

a.     For the purpose of this Agreement the following terms shall have the following meanings.

(1)  “Acknowledgement” means the written confirmation made by Supplier in acceptance of a Purchase Order.

(2)  “Confidential Information” means any information relating to the business and management of either Party, including but not limited to, proprietary and trade secrets, technology and accounting records, drawings and specifications made available to the receiving Party. Confidential Information shall not include any information which: (i) is or becomes publicly available through no fault of the receiving Party; (ii) is already in the rightful possession of the receiving Party prior to its receipt from the disclosing Party; (iii) is independently developed by the receiving Party; (iv) is rightfully obtained by the receiving Party from a third party without an obligation of confidence; or (v) is disclosed pursuant to a court order or other legal compulsion.

(3)  “Contract” means an individual contract formed by the procedure stated in Article 4.

(4)  “Product(s)” mean all or any kind of products which shall be supplied from Supplier to PURCHASER according to this Agreement and each Contract.

(5)  “Purchase Order” means a purchase order to be placed by PURCHASER including any other documents which may be attached therewith.

2. Scope of Agreement

a.     Under the terms and conditions of this Agreement, Supplier agrees to sell the Products and PURCHASER agrees to purchase the Products from Supplier.

3. Formation of Contract

a.     Terms and conditions of this Agreement shall be applied to and shall constitute a part of each Contract. In the event that the terms and conditions of any Contract are in conflict with those of this Agreement, the former shall govern.

4. Contract

a. PURCHASER issues to Supplier the Purchase Order requesting the sale and delivery of the Products.

b.   Supplier shall send to PURCHASER the Acknowledgement or written notice of non-acceptance or rejection of each Purchase Order after the receipt of such Purchase Order. Each Purchase Order shall become a binding Contract when Acknowledgement is received by PURCHASER. If Supplier does not send to PURCHASER any written notice of non-acceptance or rejection of a Purchase Order within three (3) days, such Purchase Order shall be regarded to have been accepted and shall become a binding Contract.

c.    Each Purchase Order shall be in writing and shall contain the information about, including but not limited to, identification of the Products, quantities, delivery schedule, delivery point, price, payment terms and trade terms. Trade terms including, FAS, FOB, CFR, CIF, etc., used in any Contract shall have the meanings stipulated in the latest Incoterms published by The International Chamber of Commerce, unless the provisions thereof or of this Agreement otherwise require. In performing any Contract, Supplier shall use the units of weights and measures specified in writing by PURCHASER.

d.   PURCHASER shall have the right to make changes in any Contract. If such changes affect shipment or delivery or the amount to be paid by PURCHASER, Supplier shall immediately notify PURCHASER in writing. Upon such notification, the Parties shall enter into negotiation for adjustment.

5. Delivery

a.     Supplier shall deliver the Products to PURCHASER in the quantityand by the time specified by PURCHASER. Supplier’s obligations relating to the time for production and/or delivery of the Products are integral parts of and constitute conditions of this Agreement.

b.    If Supplier wishes to deliver the Products prior to the delivery date specified by PURCHASER, Supplier shall obtain prior written consent of PURCHASER.

c.     If Supplier anticipates that shipment or delivery will be delayed beyond the agreed schedule due to whatever causes, Supplier shall promptly notify PURCHASER in writing or any other reasonable manner, stating the reason for such delay, the portion of Products affected thereby and the anticipated extent of the delay, provided that Supplier shall be responsible for PURCHASER’s damages caused by such delay, and PURCHASER may terminate this Agreement and/or any Contract as to the undelivered portion without prejudice to PURCHASER’s right to claim damages arising from such termination.

d.    Shipments in excess of quantities specified by PURCHASER may be returned to Supplier, and Supplier shall pay PURCHASER for all return handling and transportation expenses. PURCHASER reserves the right to accept, at its sole discretion, in whole or in part, any Products delivered excess of those specified by PURCHASER,

e.    If, after shipping, Supplier becomes aware that Products are hazardous, Supplier shall immediately notify PURCHASER and reasonably assist PURCHASER with measures necessary to avoid any accident or injury.

6. Packaging and Shipment

a.     Unless otherwise specified, Supplier shall package Products appropriately to prevent any physical damage during shipping or storage under reasonably foreseeable circumstances.

b.    When Supplier arranges shipment of Products, it will reserve space on an ocean going vessel of a first class shipping company or on an airplane of a first class airline company which travels by usual routes and is of a type normally used for shipment of Products.

7. Inspection

a.     All and any part of Products shall be subjected to inspection individually or by each delivery unit at PURCHASER’s premises, unless otherwise agreed in writing. When Products pass such inspection, PURCHASER shall accept Products. Should such inspection reveal that Products or any part thereof or any delivered unit thereof does not conform to any of the warranties in Article 10a, PURCHASER may, at its option: (i) reject Products (including Products produced by the same lot as disqualified Product and Products delivered simultaneously with disqualified Product; hereinafter the same in this Article.) and/or terminate executory Contract; (ii) reject Products and return them to Supplier at Supplier’s risk and expense, in which case Supplier shall promptly deliver new Products to PURCHASER’s premises or make the returned Products conform to the warranties and send them back to PURCHASER’s premises at Supplier’s risk and expense; (iii) reject Products or make them otherwise conform to the warranties at Supplier’s risk and expense in accordance with Supplier’s timely instructions, or in accordance with PURCHASER’s best judgment (at Supplier’s risk and expenses) if Supplier does not provide such instructions; or (iv) accept Products at reasonably reduced price decided by PURCHASER.

b.    PURCHASER’s inspection or failure to inspect shall not relieve Supplier of its obligations of the warranty obligations provided in Article 10 as to either patent or latent defects or nonconformity.

c.     PURCHASER may adopt sampling inspection plan as means of inspection stipulated in this Article.

8. Title and Risk of Loss

a.     Unless otherwise agreed in writing, the title to and risk of loss to the Products shall pass from Supplier to PURCHASER upon at the time of delivery of the Products to PURCHASER.

9. Quality Control and Assurance

a.    Supplier shall thoroughly inspect and test Products before delivery and deliver only Products which passed this inspection and test. Supplier shall submit inspection reports to PURCHASER on the occasion of delivery.

b.   If PURCHASER requests Supplier to submit the quality control and assurance documents, including but not limited to, inspection records, production records and/or material records, Supplier shall submit such documents to PURCHASER. Should inspection by PURCHASER reveal that Products or any part thereof does not conform to any of the warranties in Article 10a, PURCHASER may visit Supplier’s and/or its subcontractor’s plants in order to review the quality control and assurance process, and review Supplier’s compliance with such program.

c.    Supplier shall retain the quality control and assurance documents, including but not limited to, inspection records, production records and/or material records for ten (10) years after the manufacturing of Products.

d.   In case of necessity to assure quality of the Products, PURCHASER may conduct inspection of the Products or manufacturing process of the Products at the Supplier’s and/or its subcontractor’s location on condition that PURCHASER shall give a prior written request to Supplier.

e.   Supplier shall notify PURCHASER of any changes relating to Products, including but not limited to, raw materials, manufacturing plant, production method and manufacturing process in advance.

10. Warranty

a.    Supplier warrants that Product supplied as well as all material and/or parts integrated into Product shall: (i) be free from either patent or latent defects in material, design and workmanship; (ii) be of the kind and quality described in Contract, specifications or any descriptions; and (iii) meet all performance guarantees set forth in any Contract.

b.   Unless otherwise agreed in Contract or the warranty letter, the warranty period shall be twelve (12) months from the date of acceptance of Product in Article 7a.

c.    In the event PURCHASER discovers a breach of any of the warranties specified in Article 10a with respect to any Product or part thereof within the warranty period, PURCHASER may, at its option: (i) return Product (including Products produced by the same lot as disqualified Product and Products delivered simultaneously with disqualified Product; hereinafter the same in this Article.), in which case Supplier shall promptly refund to PURCHASER, and/or terminate executory Contract; (ii) return such Product to Supplier at Supplier’s risk and expense, in which case Supplier shall promptly deliver new Product to PURCHASER’s premises or make the returned Product conform to the warranties and send it back to PURCHASER’s premises at Supplier’s risk and expenses; or (iii) repair or make Product otherwise conform to such warranties at Supplier’s risk and expenses in accordance with Supplier’s timely instructions, or in accordance with PURCHASER’s best judgment (at Supplier’s risk and expense) if Supplier does not provide such instructions.

d.   All repaired or replaced Product furnished in accordance with Article 7a and 10c (including any repaired by PURCHASER) shall be subjected to the provisions of Article 7 and 10, in which case the warranty period of such Product shall be extended to the period stipulated in Article 10b from the date of PURCHASER’s latest acceptance.

e.   Nothing in Article 7 and 10 shall be construed as limiting PURCHASER’s right to claim damages and/or performance of any Contract as the result of Supplier’s breach of warranty or any other provisions of this Agreement or any Contract. Supplier shall reimburse PURCHASER for all costs, including but not limited to, direct and indirect damages, lost earnings and consequential damages, incurred by PURCHASER as a result of Supplier’s breach of any warranty.

f.    Supplier agrees to indemnify and defend PURCHASER against any and all claims, actions, liability costs, or expenses arising out of the death or injury to any person or damage to property by whomsoever suffered which is alleged to result from any defect in Product sold hereunder or arising out of the violation of any statute, ordinance or administrative rule or regulation. Supplier shall pay PURCHASER the reasonable costs and expenses including a reasonable attorney fee if incurred by PURCHASER in connection with any legal proceeding arising out of any failure of Supplier to observe the provisions of this Article.

g.   Supplier shall obtain and maintain at Supplier's expense, a policy of Products liability insurance to the satisfaction of PURCHASER.

h.    In the event of a claim against PURCHASER, alleging that Products furnished by Supplier constitute an infringement of patent, utility model, design patent, trademark, protection provided for semiconductor mask work, copyright, trade secret or any other intellectual property rights of a third party, Supplier shall defend, indemnify and hold PURCHASER harmless from and against any liabilities, expenses and/or damages, including reasonable attorney’s fees, arising from such claim.

11. Price and Payment

a.     PURCHASER will pay Supplier for Products on the terms set forth in each Contract. Prices of the Products shall be net amounts and include packing, delivery, freight, cartage, and insurance and all applicable duties, import charges, and taxes, unless otherwise specified in accordance to the latest Incoterms published by The International Chamber of Commerce.

b.    The price of the Products ordered shall be determined by mutual consultation between PURCHASER and Supplier, based on the quotation submitted by Supplier, and shall be effective in Purchase Order.

c.     PURCHASER will pay for Products to Supplier on payment terms stipulated in Contracts.

d.    Notwithstanding the Article 11c, PURCHASER shall be entitled to, irrespective of the causes and the due date for payment, set off any payment obligations payable to Supplier in the sole discretion.

12. Insurance

a.    Unless otherwise agreed in writing, insurance shall be taken out by Supplier and shall cover all risks of war, strikes, riot and civil commotion during transportation from Supplier’s plant, warehouse, etc., to the point of delivery as specified in any Contract. Supplier shall deliver a copy of a certificate evidencing this insurance to PURCHASER concurrently with its delivery of this Agreement.

13. Intellectual Property Rights

a.     If Supplier makes an invention, idea, design, patentable discovery, improvement, or process (“Invention”) based on the Confidential Information provided by PURCHASER, Supplier shall immediately notify PURCHASER, and the Parties shall discuss in good faith and determine the ownership of the intellectual property rights embodied therein. Unless otherwise agreed in writing, Supplier shall not independently file any applications for such Invention.

14. Confidentiality

a.     Parties shall not disclose Confidential Information to any third party and shall not use Confidential Information for any purpose other than performing this Agreement and/or any Contract without prior written consent of the other Party. Notwithstanding the foregoing, Parties may disclose Confidential Information only to their employees, parent company or agents who require access to it for the purpose of performing this Agreement and/or any Contract and who are bound by a duty of confidentiality.

b.    All Confidential Information shall remain the sole property of the disclosing Party. Nothing contained herein shall be construed as granting any license or transfer of rights to the Confidential Information to the receiving Party.

c.     Each Party (“Indemnifying Party”) shall indemnify the other Party (“Indemnified Party”) for all losses incurred by the Indemnified Party as a result of a failure of the Indemnifying Party to perform this Agreement and/or any Contract, provided that the Indemnified Party reasonably cooperates with, and provides to the Indemnifying Party, all information in their possession related to such claim.

15. Compliance with Law

a.     Supplier shall represent and warrant that it holds all licenses, permits, or other governmental approvals required for the performance of this Agreement and any Contract, and that it shall comply with all applicable statutes, laws, rules, and regulations in performance of this Agreement and any Contract.

b.    If Supplier’s performance under Contract seems to conflict with any applicable law, rule and regulation, Supplier shall immediately inform PURCHASER of the situation and the opinion of competent authority in writing.

c.     Supplier and PURCHASER shall take necessary steps to obtain any required governmental authorizations to be acquired by Supplier and/or PURCHASER respectively, in accordance with normal business practices. Supplier and PURCHASER shall assist each other in every manner reasonably possible in securing such authorizations as may be required.

16. Term of Agreement

a.     This Agreement shall be effective for a period of one (1) year from the Effective Date, and may be automatically extended for additional successive one-year-periods unless either Party gives written notice of termination to the other Party no less than three (3) months prior to the expiration of the original term or any extended term.

17. Termination

a.     Notwithstanding the foregoing Article 16, this Agreement may be terminated by either Party: (i) if the other Party breaches any of its obligations under this Agreement and fails to remedy such breach within thirty (30) days after written notice of such breach is provided to such other Party; (ii) in the event of dissolution, bankruptcy or insolvency of the other Party; (iii) in the event of the transfer of all or any substantial part of its business or assets by the other Party; or (iv) in the event of merger, amalgamation or other corporate re-organization of the other Party.

b.    In the event of termination or expiration of this Agreement for any reason, each Party shall return to the other Party the Confidential Information.

18. Survival Provisions

a.    Notwithstanding the termination or in expiration of this Agreement, the provisions of Articles 10 (Warranty), 13 (Intellectual Property Rights), 14 (Confidentiality) and 25 (Arbitration and Applicable Law) shall survive and be valid.

19. Assignment and Subcontract

a.     Each Party shall not assign this Agreement and any Contract without prior written consent of the other Party.

20. Entire Agreement

a.     This Agreement constitutes the entire agreement between the Parties hereto with respect to subject matter hereof and shall supersede all previous communications between them, either oral or written. No change or amendment of this Agreement shall bind either Party unless made in writing executed by a duly authorized representative of each Party.

21. Force Majeure

a.     In the event that any circumstances beyond any Party’s reasonable control including but not limited to, fire, flood, earthquake, typhoon, other acts of God, war, embargo, strike or riot cause inability to perform the whole or a part of this Agreement and Contract, each Party shall notify such circumstance to the other Party without delay.

b.    Neither Party shall be liable to the other for its failure to perform any of its obligations under this Agreement and Contract during the period in which the circumstances as mentioned in Article 21a.

c.     If the circumstances as mentioned in Article 21a has continued for thirty (30) days, and PURCHASER recognizes inability to perform the purposes under this Agreement and Contract, PURCHASER may terminate the whole or a part of this Agreement and/or Contract.

22. Non-Waiver

a.     A waiver of any claim, demand, or right based on the breach of any provision of this Agreement or any Contract shall not be constructed as a waiver unless in writing signed by the Party claimed to have waived. Any waiver shall not constitute a waiver of any other subsequent breach.

23. Severability

a. If any clause is held invalid or unenforceable by a court of competent jurisdiction, such invalidity will not affect the validity or operation of any other terms and such invalid clause shall be deemed severed from this agreement.

24. Notice

a.     All notices hereunder shall be given in writing to the persons listed below:

25. Arbitration and Applicable Law

a.      This Agreement shall be governed by and construed under the laws of Malaysia.

b.      Any disputes concerning this Agreement shall be settled upon mutual consultation in good faith between the Parties, failing which such disputes shall be finally settled by arbitration in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules at the Kuala Lumpur Regional Centre for Arbitration (“KLRCA”).

c.      In the event of any dispute, both Parties shall mutually agree on the appointment of an arbitrator, failing such agreement, the appointment shall be made by the Director of the KLRCA.

d.      The arbitration shall be conducted using English language. The KLRCA shall be appointed to organize and administrate the arbitration process and all costs of arbitration of both Supplier and PURCHASER and of the KLRCA shall be borne by Supplier or PURCHASER against which the award is given and in the case of both Supplier and PURCHASER being given awards, such costs shall be apportioned between the Parties by the arbitrator.

e.      The award of the arbitrator shall be final and binding upon the Supplier and PURCHASER.

f.       The provision of this Article shall not preclude the making of an application to any court for specific performance, injunctive relief and any claim of remedy or relief of the award by the arbitrator if either Supplier or PURCHASER obliged to perform in full its obligations under the arbitration award has failed to do so in accordance with the terms of the said award.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement through their duly authorized representatives.