Sample Co-operation Agreement

Sample Co-operation Agreement | Bestar

Hong Kong Sample Co-operation Agreement

Let's write the Hong Kong Sample Co-operation Agreement back where Hong Kong is the governing law and Party A is incorporated in Hong Kong.

CO-OPERATION AGREEMENT

Date: [Date of Agreement]

BETWEEN:

(1) [Full Name of Party A], a [Type of Entity, e.g., Private Limited Company] incorporated in Hong Kong with its registered address at [Registered Address of Party A] (hereinafter referred to as "Party A");

AND

(2) [Full Name of Party B], a [Type of Entity, e.g., Partnership] established in Peninsular Malaysia with its principal place of business at [Principal Address of Party B] (hereinafter referred to as "Party B").

(Each a "Party" and together the "Parties").

RECITALS:

(A) Party A is a corporate service provider offering a range of services to businesses, including business setup and ongoing corporate requirements.

(B) Party B is a secretarial firm based in Peninsular Malaysia, specializing in corporate services such as company incorporation and compliance.

(C) Party A intends to focus on business development and client acquisition for the setup of businesses in Malaysia and may delegate certain tasks or services to Party B.

(D) The Parties desire to enter into this Agreement to define the terms and conditions of their co-operation in providing services to clients.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the Parties hereby agree as follows:   

1. SCOPE OF CO-OPERATION

1.1. Party A will focus on business development and client acquisition for clients seeking to set up businesses in Peninsular Malaysia.

1.2. Party A may, at its discretion, delegate specific tasks or services related to the setup and ongoing corporate requirements of these clients to Party B.

1.3. Party B will provide the corporate secretarial services in Peninsular Malaysia to clients referred by Party A or where tasks are delegated by Party A, as detailed in Schedule A attached hereto.

1.4. Party B is prohibited from directly engaging or transacting with clients introduced by Party A without the explicit written consent of Party A.

2. FINANCIAL ARRANGEMENTS

2.1. Fee Arrangements for Clients Introduced by Party A:

(a) Standard Services: For standard services provided by Party B to clients brought in by Party A (where "standard services" shall be defined by Party A), Party B shall grant Party A a fifteen percent (15%) discount on its prevailing standard rates.

(b) Other Services: For all other services provided by Party B to clients brought in by Party A that are not considered "standard services" under clause 2.1(a), the service fees charged to such clients shall be split evenly between the Parties. Each Party shall receive fifty percent (50%) of the net fee, which is the total service fee charged to the client less any mandatory application or license fees directly payable to governmental or regulatory bodies.

2.2. Invoicing and Payment:

(a) Party B shall issue invoices or bills to Party A for Party A’s share of the service fees as soon as reasonably practicable, but in no event later than the final day of the next calendar month following the month in which the services were rendered.

(b) Each Party shall be responsible for its own costs and expenses incurred in the performance of its obligations under this Agreement, unless otherwise specifically agreed in writing.

3. CLIENT MANAGEMENT

3.1. Party A's Clients: For the purposes of this Agreement, the following shall be considered clients of Party A: (i) all clients directly brought in by Party A, and (ii) all clients referred by the clients mentioned in (i).

3.2. Client Inquiries: Any inquiries or requests originating from clients of Party A, or from clients referred by these clients, shall be promptly directed back to Party A for initial handling and management. Party A will then determine if and when to involve Party B.

4. INTELLECTUAL PROPERTY

4.1. Nothing in this Agreement shall be construed as granting either Party any right, title, or interest in or to the other Party’s intellectual property, including but not limited to trademarks, service marks, trade names, copyrights, and know-how.

5. CONFIDENTIALITY

5.1. Each Party agrees to treat all confidential information of the other Party with the same degree of care as it accords to its own confidential information, but in no event less than reasonable care. Confidential information shall include, but not be limited to, client lists, pricing information, business strategies, and proprietary processes.   

5.2. This obligation of confidentiality shall survive the termination of this Agreement for a period of [Number] years.

6. NON-SOLICITATION

6.1. During the term of this Agreement and for a period of [Number] months/years following its termination, neither Party shall, directly or indirectly, solicit, employ, or otherwise engage any employee or independent contractor of the other Party who was involved in or became known to the soliciting Party through the co-operation contemplated by this Agreement.

6.2. During the term of this Agreement and for a period of [Number] months/years following its termination, neither Party shall, directly or indirectly, solicit or attempt to solicit business from any client who was introduced or brought in by Party A under this Agreement, without the prior written consent of Party A.

7. TERM AND TERMINATION

7.1. This Agreement shall commence on the date first written above and shall continue for an initial term of [Number] years (the "Initial Term"). Thereafter, it shall automatically renew for successive periods of [Number] year(s) (each a "Renewal Term"), unless either Party gives written notice of its intention not to renew at least [Number] months prior to the end of the Initial Term or the then-current Renewal Term.

7.2. Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: (a) The other Party commits a material breach of any provision of this Agreement and fails to remedy such breach within [Number] days after receiving written notice of the breach. (b) The other Party becomes insolvent, bankrupt, or enters into any arrangement with its creditors.   

7.3. Upon termination of this Agreement, all outstanding payments due between the Parties shall become immediately payable.

7.4. The provisions of Clauses 5 (Confidentiality), 6 (Non-Solicitation), 9 (Performance Standards) and 10 (Indemnification) shall survive the termination of this Agreement.

8. GOVERNING LAW AND DISPUTE RESOLUTION

8.1. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.   

8.2. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in Hong Kong in accordance with the Arbitration Rules of the Hong Kong International Arbitration Centre (HKIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of one (1) arbitrator to be appointed by the HKIAC. The language of the arbitration shall be English.   

9. PERFORMANCE STANDARDS

9.1. Party B shall perform the services delegated to it under this Agreement in a professional and workmanlike manner, with the degree of skill, care, and diligence that would reasonably be expected of a competent provider of similar services in Peninsular Malaysia.

9.2. Party B shall ensure that its personnel involved in providing the services have the necessary qualifications, experience, and expertise to perform their tasks effectively.

9.3. Party B shall comply with all applicable laws, regulations, and professional standards in Peninsular Malaysia relevant to the services it provides under this Agreement.

9.4. Party A reserves the right to reasonably request information from Party B regarding the performance of the services to ensure compliance with these standards. In the event of consistently substandard performance by Party B that is not rectified within a reasonable period following written notice from Party A, Party A may have grounds for termination as per Clause 7.2(a).

10. INDEMNIFICATION

10.1. Party B shall indemnify, defend, and hold harmless Party A and its affiliates, officers, directors, employees, and agents (the "Indemnified Parties") from and against any and all claims, demands, actions, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach of this Agreement by Party B; (b) any negligent act, omission, or wilful misconduct of Party B or its employees, agents, or subcontractors in the performance of its obligations under this Agreement; (c) any claim by a third party arising from the services provided by Party B under this Agreement.

10.2. Party A shall indemnify, defend, and hold harmless Party B and its affiliates, officers, directors, employees, and agents (the "Indemnified Parties") from and against any and all claims, demands, actions, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach of this Agreement by Party A; (b) any negligent act, omission, or wilful misconduct of Party A or its employees, agents, or subcontractors in the performance of its obligations under this Agreement; (c) any claim by a third party arising from the introduction of clients by Party A under this Agreement (excluding claims directly related to the services provided by Party B).

10.3. The Indemnified Party shall promptly notify the Indemnifying Party of any claim subject to indemnification and shall provide reasonable co-operation and assistance to the Indemnifying Party in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim, provided that the Indemnifying Party shall not settle any claim in a manner that admits liability on the part of the Indemnified Party or subjects the Indemnified Party to any obligation without the Indemnified Party's prior written consent (which shall not be unreasonably withheld).   

11. ENTIRE AGREEMENT

11.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.   

12. AMENDMENTS

12.1. No amendment or variation of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both Parties.   

13. NOTICES

13.1. Any notice or other communication to be given under this Agreement shall be in writing and shall be delivered by hand, sent by registered mail, or by email to the addresses of the Parties set out above (or to such other address as a Party may specify by notice to the other Party). Notices shall be deemed to have been duly received:

(a) If delivered by hand, at the time of delivery.

(b) If sent by registered mail, five (5) business days after the date of posting.

(c) If sent by email, on the date of transmission, provided that a confirmation of receipt is obtained.   

14. COUNTERPARTS

14.1. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15. SCHEDULES

The following schedule is attached to and forms an integral part of this Agreement: Schedule A: Specific Services and Standard Rates

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

SIGNED by

For and on behalf of [Full Name of Party A]

By: [Name of Authorised Signatory]

Title: [Title of Authorised Signatory]

SIGNED by

For and on behalf of [Full Name of Party B]

By: [Name of Authorised Signatory]

Title: [Title of Authorised Signatory]

SCHEDULE A

Specific Services and Standard Rates (Provided by Party B)

Service Description	Standard Rate (MYR)	Notes
Company Incorporation (Sdn Bhd)	[Rate]	Includes name search, registration with SSM, first secretarial appointment
Annual General Meeting (AGM) Secretarial Support	[Rate]	Preparation of notices, minutes, and related filings
Filing of Annual Returns (AR) with SSM	[Rate]	Includes preparation and online submission
Changes in Company Information (e.g., directors, address)	[Rate] per change	Filing of relevant forms with SSM
Provision of Registered Office Address (per annum)	[Rate]	Subject to additional terms and conditions
Company Secretary Services (per annum)	[Rate]	Includes statutory compliance advice and general secretarial duties
Striking Off Company	[Rate]	Includes all necessary filings and procedures
Preparation of Directors' Resolutions (per instance)	[Rate]	Standard resolutions; complex resolutions may incur additional fees
Bank Account Opening Assistance	[Rate]	Liaison with banks and preparation of necessary documents
Application for Specific Licenses/Permits	Quoted Separately	Fees vary depending on the type of license/permit
Other Services (as agreed upon)	Quoted Separately	To be determined on a case-by-case basis

Note:

For services where the rate is "Quoted Separately," the pricing will be agreed upon on a case-by-case basis.

Important Considerations:

• Legal Review: This is a sample agreement and it is crucial to have it reviewed and tailored to ensure it complies with all applicable laws and regulations in Hong Kong and accurately reflects your specific business arrangements.

• Performance Standards: Clauses related to service quality and performance standards have been included in Clause 9. You may need to further specify measurable key performance indicators (KPIs) within this clause or in a separate schedule depending on the complexity of the services.

• Insurance: Consider whether any specific insurance coverage is required by either party and include relevant clauses.

• Data Protection: If personal data will be shared, ensure compliance with Hong Kong's Personal Data (Privacy) Ordinance (PDPO).

Remember to consult with legal professionals in Hong Kong to tailor this agreement to your specific needs.

This sample should provide a good starting point for your co-operation agreement under Hong Kong law. Remember to consult with legal professionals in Hong Kong for a tailored and legally sound agreement.

How Bestar can Help

Here's how engaging Bestar can be invaluable:

1. Ensuring Legal Compliance in Hong Kong:

   
   

   • Jurisdictional Expertise: Bestar will guarantee the agreement adheres to all pertinent statutes, regulations, and common law principles within Hong Kong. This is crucial since the agreement specifies Hong Kong law as the governing law.

   • Contract Law Principles: We will ensure the agreement aligns with fundamental principles of Hong Kong contract law, such as offer, acceptance, consideration, and the intention to create legal relations, making it legally sound and enforceable in Hong Kong.   

   • Specific Legislation: Depending on the specifics of your co-operation and the services involved, we will ensure compliance with relevant Hong Kong legislation, such as the Companies Ordinance, the Personal Data (Privacy) Ordinance (PDPO), and any industry-specific regulations.

     
     

2. Drafting and Reviewing for Clarity and Completeness:

   
   

   • Precise Language: Bestar is skilled in using clear, unambiguous language to prevent potential misunderstandings and future disputes. We can refine the wording of clauses like "standard services," fee-sharing arrangements, performance standards, and indemnification to ensure legal precision.   

   • Addressing Potential Issues: Based on our experience, we can anticipate potential pitfalls and incorporate clauses to address them proactively. This might include scenarios not explicitly covered in the initial draft, such as handling intellectual property rights arising from the co-operation, dealing with breaches of confidentiality, or the process for terminating the agreement.   

   • Completeness: We will meticulously review the agreement to confirm that all essential terms and conditions are included and that no critical aspects have been overlooked. This might involve adding or refining clauses related to insurance, liability limitations, or dispute resolution mechanisms beyond arbitration.

     
     

3. Protecting Your Interests:

   
   

   • Negotiation Support: Bestar can advise you on the fairness and reasonableness of the terms proposed by Party B and assist you in negotiating terms that best safeguard your interests.

   • Risk Assessment: We can identify potential legal and commercial risks associated with the agreement and suggest modifications or additional clauses to mitigate these risks. For instance, we can help refine the non-solicitation clause to ensure it is enforceable under Hong Kong law and provides adequate protection.

   • Tailoring the Agreement: While sample templates provide a foundation, Bestar will tailor the agreement to your specific business needs and the unique aspects of your co-operation with Party B.

     
     

4. Ensuring Enforceability in Hong Kong:

   
   

   • Proper Execution: We will ensure the agreement is correctly executed by authorized representatives of both parties, making it legally binding and enforceable in Hong Kong.

     
     

5. Providing Ongoing Advice and Support:

   
   

   • Interpretation: If questions arise regarding the interpretation of the agreement during its term, you can consult Bestar for clarification based on Hong Kong law.

   • Amendments: Should you need to amend the agreement in the future, we can help draft and review the amendments to ensure they are legally effective under Hong Kong law.

   • Termination: We can advise you on the legal implications of terminating the agreement and ensure any termination is carried out in accordance with the terms of the agreement and Hong Kong law.

In essence, engaging Bestar in Hong Kong is crucial to:

• Establish a legally sound and enforceable Co-operation Agreement under Hong Kong law.

• Ensure clarity and precision in all terms and conditions.

• Protect your specific business interests and mitigate potential risks.   

Think of it as investing in the long-term success and security of your collaborative venture by building a robust legal foundation from the outset.