Saltyskins Sdn. Bhd. (Company No.: 939518P), doing business as “Yeefu”, a company registered in Malaysia whose registered office address is A02-08 Glomac Damansara, No. 699 Jalan Damansara, 60000 Kuala Lumpur, Malaysia (“Company”);
Company and Creator are hereinafter collectively referred to as the "Parties" and each of them is hereinafter referred to as a “Party”.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 The following definitions shall apply in this Agreement:
“Campaign” means the joint collaboration between the Parties to utilise the Creator Endorsement in connection with the design, content, promotion, marketing and sale of the Merchandise according to the terms of this Agreement.
“Creator Endorsement” means the right to use the name, nickname, initials, autograph facsimile signature, voice, video or film portrayals, photograph likeness and image or facsimile image of the Creator in connection with the Campaign.
“Distribution Fee” means the fee paid by the Company to any Store as agent(s) for distribution of the Merchandise to end-user customers located in the Territory.
“Effective Date” means the day the creator sign up on Yeefu as creator
“Net Revenue” means gross income received by the Company from the sale / distribution of the Merchandise, however generated including, but not limited to, income received from any Merchandise and e-commerce; less
“Intellectual Property Rights” means all patents and patent applications, utility models, rights in industrial designs, trademarks (whether registered or unregistered and including any goodwill in such trade marks), service marks, trade names, business names, internet domain names, e-mail address names, rights in designs (whether registered or unregistered), copyrights (including rights in computer software), moral rights, database rights, rights in know-how, rights in confidential information, rights in trade secrets, rights in inventions (whether patentable or not), rights in discoveries, rights in improvements, rights in techniques, rights in processes, rights in tools, rights in models, rights in concepts, rights in systems and all other intellectual property rights, whether registered or unregistered, including any form of application for any of the same and all similar or equivalent rights which may exist anywhere in the world.
“Launch Date” means the date on which the Merchandise “goes live” and is made available for purchase by whatever means during the Campaign.
“Merchandise” means all products and/or services described as such in paragraph 1 of Appendix 1 to this Agreement.
“Sale Period” means the period of sixty (60) days commencing on the Launch Date of each Campaign, or as determined by the Parties in writing.
“Store” means any physical or electronic store in or on which the Merchandise is licensed, sold or distributed.
“Term” means the term as set out in Section 4 of this Agreement.
“Territory” means worldwide.
1.2 Clause headings do not affect the interpretation of this Agreement.
1.3 A reference to a person includes a natural person, a corporate or unincorporated body (whether or not having a separate legal personality).
1.4 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, apppcation or re-enactment, and includes any subordinate legislation for the time being in force made under it.
1.5 Words in the singular include the plural and in the plural include the singular.
2. GRANT & ENDORSEMENT OF RIGHTS
2.1 Subject to the terms and conditions set forth in this Agreement, the Creator hereby grants to the Company a worldwide, exclusive and sub-licenseable right and sub-license during the Term and within the Territory to utilize the Creator Endorsement in connection with the advertisement, promotion, and sale of the Merchandise under the Campaign only in any manner of form, now known or hereafter devised throughout the Territory, so long as such does not contravene any applicable rules or regulations.
2.2 The Creator shall receive no additional compensation beyond that provided for under Section 9 of this Agreement for each such use by the Company of the Creator Endorsement, it being understood and agreed to by the Parties that the consideration for each such use is encompassed in full sufficiency by the compensation provided for under Section 9 hereof.
2.3 The Parties agree that they shall each take all necessary steps during the Term to protect the Creator Endorsement in connection with the advertisement, promotion and sale of the Merchandise.
2.4 Subject to the provisions of Section 2.1 above, the Company agrees that the Creator shall retain all rights in and to the Creator Endorsement and, whether during the Term, or any extension thereof, the Creator shall not be prevented from using, or permitting or licensing others to use, the Creator Endorsement in connection with the advertisement, promotion or sale of any products or services of a type other than the Merchandise described hereunder. Notwithstanding the foregoing, the Company shall own all rights in respect of the Merchandise and other derivative works of the Creator Endorsement produced in respect of this Agreement, and the creator hereby waives all rights to the same.
3.1 This Agreement will commence on the Effective Date and shall continue for such duration as specified in paragraph of Appendix 1 to this Agreement, unless otherwise terminated under the terms of this Agreement. For the avoidance of doubt, the Term may comprise a singular or multiple Campaigns, as mutually agreed by the Parties in writing. The Parties may agree to extend this Agreement for such duration and on such terms as may be mutually agreed in writing.
4. OWNERSHIP OF MARKETING MATERIALS
4.1 During the Term and for the purposes of the Campaign, the Company shall have the exclusive right to broadcast, feature, use and reuse the Creator Endorsement in any manner or media now known or hereafter devised throughout the world in connection with the promotion and marketing of the Merchandise, without further compensation other than as described in Section 9 herein.
5.1 In consideration for the rights and benefits granted to the Company under this Agreement, the Company agrees to pay the agreed amount after deducting all costs, taxes and amortisation related to this project according to the schedules set forth in Appendix 2 of this agreement
5.2 All taxes and duties arising from the performance of this Agreement shall be the sole responsibility of each Party in accordance with the applicable tax rules and regulations prevailing from time-to-time in its respective jurisdictions.
5.3 Within thirty (30) days of the last received parcel, Yeefu shall arrange for payment.
6. INTELLECTUAL PROPERTY & MORAL RIGHTS
6.1 For the purposes of the Campaign and throughout the Term, the Creator hereby assigns to the Company all present and future Intellectual Property Rights in the Territory in all media, in the Merchandise, and any other derivative works created for the purpose of this Agreement for the full period of those Intellectual Property Rights and any extensions and renewals.
6.2 The Company shall be entitled to use, exploit or license any of the material produced or created as a result of the provision of the Services or as part of the Merchandise in which the Creator appears in sound or vision for the endorsement, promotion, advertising or marketing of the Merchandise anywhere in the Territory under the Campaign, but not for any other purposes.
6.3 Subject to the provisions of this Agreement, the Company agrees that all Intellectual Property Rights in the Creator ’s name and image in the Territory shall be the sole and exclusive property of the Creator.
6.4 Each Party shall immediately give written notice to the other party of any actual, threatened or suspected infringement of the other Party's Intellectual Property Rights in the Territory.
7.1 Neither Party shall (except in the proper course of their duties), either during the Term of this Agreement or at any time after its termination, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information.
7.2 This restriction in Section 12.1 does not apply to:
any use or disclosure authorised by the Party to whom the disclosure relates;
any use or disclosure required by law, by any government or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible;
any information which is already in, or comes into, the public domain otherwise than through the disclosing Party’s unauthorised disclosure; or
any use by or disclosure made to legal advisors or any bona fide prospective purchaser or subscriber who is intending to acquire shares in the Company by way of purchase or subscription.
8. CESSATION OF RIGHTS FOLLOWING TERMINATION
8.1 Upon termination of this Agreement, for any cause whatsoever, or the expiry of the Term the Company shall immediately cease using the Creator Endorsement for advertising, promotional, or any other purpose whatsoever, subject to the following:
9. GOVERNING LAW
9.1 This Agreement will be governed by and construed in accordance with the laws of Malaysia. If there is any dispute arising from this Agreement which cannot be settled amicably within 30 (thirty) days, the Parties agree to settle the dispute by arbitration administered by the Asian International Arbitration Center (“AIAC”) in accordance with the arbitration rules of AIAC (“AIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Malaysia. The Tribunal shall consist of one (1) arbitrator, whose appointment shall be in accordance with the AIAC Rules. Arbitration proceedings (including but not limited to any arbitral award rendered) shall be in English. The award shall be final and binding on the Parties, and judgment upon any award may be entered and enforced in any court having jurisdiction.
10.1 All notices to the Company shall be sent to the address listed on page 1 of this Agreement as the principal office of the Company. No waiver or failure to act with respect to any breach of this Agreement shall be deemed a waiver with respect to any subsequent breach, regardless of its similarity to a previous breach.
10.2 The relationship between the Creator and the Company under this Agreement is deemed to be that of an independent contractor, and nothing in this Agreement shall be construed as establishing an employer/employee relationship between any Parties hereto. Furthermore, no Party hereto shall be deemed to be a partner, joint venture or agent of any other Party by virtue of this Agreement.
10.3 Either Party shall not assign or novate this Agreement without the consent of the other Party.
10.4 This Agreement shall also include and be subject to such additional miscellaneous terms and conditions16.6This Agreement, including its attached appendices, shall constitute the entire agreement between the Parties regarding its subject matter. Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and each remaining provision of this Agreement shall be construed to most closely give effect to the Parties’ intention.
10.5 This Agreement may not be released discharged, supplemented, amended, varied or modified in any manner except by an instrument in writing signed by each of the Parties hereto.
10.6 This Agreement may be executed in counterparts, and photostatic and facsimile copies of executed signature pages shall be fully binding.