JOINT VENTURE AGREEMENT

BETWEEN

APEXSGROUP OF COMPANIES

AND

EMPAYER MEGAH ENGINEERING SDN BHD

(528240-X)

APRIL 2016

This AGREEMENT (hereinafter referred to as AGREEMENT) is made on this _13_ day of

__April___ month, year 2016.
Between;
APEXSGROUP, a group of companies incorporated under the laws of Malaysia and having its
principal office at Unit A12B-18, Jalan Selaman 1/1, Dataran Palma, 68000 Ampang, Selangor
MALAYSIA (hereinafter referred to as APEXS).
and its associated companies, under the group associates and partners:

Apex Synergy Resources (002463673-M)

Rex Imperator Sdn Bhd (1055702-D)

Apex Symphony Sdn Bhd (777495-U)

G2G Systems Sdn Bhd (863801-A)

Quadrant 2 Technologies Sdn Bhd (557062-K)

Maser Marine Engineering Sdn Bhd

Apexs Harmony Resources (002332704-K)

Resources Staffing Sdn Bhd (829520-D)

Neraca Synergy (002168955-V)

Neraca Petroleum & Resources (002168956-D)

Neraca Exploration [Sabah] (F-889971)

and;
EMPAYER MEGAH ENGINEERING SDN BHD (Co.No.:528240-X), a company incorporated
under the laws of Malaysia and having its principal office in Peninsular at 43-2 Jalan Dwitasik 1,
Taman Dwitasik, Bandar Tasik Permaisuri, 56100 Kuala Lumpur, MALAYSIA hereinafter referred to
as EMESB).
Throughout this Agreement, any reference to the PARTY shall mean EMESB or APEXS and/or its
associated company as per the context of this Agreement or collectively, the PARTIES.

1. SUMMARY
Both PARTIES jointly agreed to participate in the identified project, i.e.:

Provision of Supply, Install, Commissioning, Maintain and Operate of WIFI

and related telecommunication infrastructure for Selangor State.

The business of the Joint Venture shall be as follows:

A. BY EMESB
Providing required licenses, i.e. CIDB G7, PKK Class A and Financial Standing as per required
by the said project.

M&E engineering work

Procurement, Construction and Commissioning

Civil & Structure (C&S) work at the worksite

B. BY APEXS
Providing required expertise pertaining to the projects specific requirement for ICT and
relevant MOF license, i.e. Kementerian Kewangan (ICT Headings)

ICT Telecommunications and Infrastructure Architecture (Engineering & Design)

Campus WIFI Solutioning

Installation, testing and commissioning for the deliverables, i.e. Campus WIFI

Operating Procedure Manual (OPM) & Training

Maintenance & Operations Support

i.

Manpower Supply (Specialist Engineer, System Analyst & Analyst Programmer)

ii.

Labour Supply

iii.

Spare part warranty (as channel to the manufacturer) & replacement part

Risk & Safety

i.

Project risk & project delivery (Including Cyber security)

ii.

Value Engineering

iii.

Simulation & Testing

2. WHEREAS
Both companies agreed to jointly develop and deliver the said project in the technical and
non-technical areas for an identified business opportunity capitalizing anyone of the company
within APEXS & EMESB alliance/associates and other areas subject to approval by both
parties.
Each company shall quote internally to the fronting company or party inclusive its margin prior
to tender or RFQ/RFP/Quotation/Proposal submission to client.
The parties agree that if required, the project capital may be increased in accordance to the
project requirement and mutually agreed by the parties hereto and the issuance of the
additional project capital shall be in the proportion set out in clause above or otherwise if
agreed upon by both parties.
3. ALLOCATIONS
Books & Records. The Joint Venture shall keep adequate books and records by the Project
Management Team (PMT), consist of a Project Director, Project Manager and Project Financial
Controller, setting forth a true and accurate account of all business transactions arising out of
and in connection with the conduct of the Joint Venture and nature of the project unless
otherwise being advised to handover to a new identified PMT by APEXS and EMESB, upon
approval by both parties.
4. PROJECT PAYMENT
All payment shall be made payable to a designated project account, jointly signed by
appointed representatives from all parties, i.e. APEXS and EMESB.
5.

CONTRIBUTION AND RESTRICTIONS

Now therefore resolved as below:

EMESB to its best ability to perform all technical and non-technical work and services as set

forth herein but not limited to the above, in order to deliver the project on timely manner and
within the agreed budget by maintaining the target profit margin.

EMESB to its best ability to be part of the PMT to manage the project and its risks, interm of
project, financial and technical risks including its safety aspect.

APEXS to its best ability to provide the Joint Venture with the necessary subject matter
expertise inclusive of all scopes and services as stipulated herein.

APEXS is given the Right Of First Refusal to provide required expertise and manpower to
support and deliver the project prior to open invitation to sub-contractors and suppliers when
necessary.

APEXS & EMESB shall allow the Joint Venture to utilize all of its previous credentials and
supporting documents to enhance both COMPANYs profile to secure project in unlimited
industry for domestic and international market beyond this project at later stage.

With all of the above, EMESB and APEXS to jointly pursue the opportunity identified by either
EMESB or APEXS, to provide complete solution, from field trial to complete system in stages
from procurement, solution development, testing and commissioning of all Scope of Work and
Scope of Services stipulated herein.

Where necessary, both companies shall make addendum to this agreement on project specific
matters prior award of any project by any client in detailing each Partys roles &
responsibilities.

All of the above shall be effective for three (3) years as long as neither party request to
execute the termination clause herein.

6. TERMINATION CLAUSE

This agreement is made for the duration of three (3) years. It will be self-terminated if none of
the party requested for extension of time in writing to the opposite party.

In the event of any defaulting party, the other party shall issue an advice to the defaulting
party to improve and remedy the setback within six (6) months. A second advice will be issued
if no immediate improvement made by the defaulting party within three (3) additional months.
Either of these parties may terminate this agreement at least in three (3) months notice with
the reason above-mentioned.

Authorized Signature

Authorized Signature

M SHAHZAR M IDRIS

HJ NAWAWI SAADI

GROUP CEO

MANAGING DIRECTOR

APEXSGROUP

EMPAYER MEGAH ENGINEERING SDB BHD

Witnessed by

Witnessed by

Name:

Name:

NRIC:

NRIC:

Date:

Date: