This template document is provided free of charge and is intended for guidance purposes only.

We recommend you obtain the help of a

qualified lawyer to complete it. Use of this document is subject to the terms of use set out at www.lpplaw.my and it does not constitute a
lawyer-client relationship between any user of this document and our law firm.

© Lee & Poh Partnership 2021

FREELANCER CONTRACT

This Freelancer Contract (this "Agreement") is made as of this [ insert date ] (the “Effective Date”) by
and between [ insert name ] located at [ insert address ] (“Company”) and [ insert name ] located at [
insert address ] (“Independent Contractor”). Company and Independent Contractor may each be
referred to in this Agreement as a “Party” and collectively as the “Parties”.

1. Services. Independent Contractor shall provide the following services (“Services”) to the Company:

[ Insert description of Services ]

Independent Contractor shall take direction from [insert supervisor’s name] or as directed by Company’s
Board of Directors. Additional services or amendments to the Services described above may be agreed
upon between the Parties.

2. Payment. In consideration of Independent Contractor’s performance of the Services, Company shall

pay Independent Contractor the sum of MYR [insert sum] per day/week/month/upon completion of the
Services to Independent Contractor. Company will be invoiced weekly/biweekly/monthly/upon
completion of the services, with payment due within [insert number] business days of receipt of the
invoice.

3. Term and Termination. The term of this Agreement shall begin on [insert start date] and continue
until [insert end date], unless terminated earlier as set forth in this Agreement. The term of this
Agreement may be extended by mutual agreement between the Parties.

4. Relationship. Independent Contractor will provide the Services to the Company as an independent
contractor and not as an employee.

5. Confidentiality.

(a) Confidential and Proprietary Information. In the course of performing the Services,
Independent Contractor will be exposed to confidential and proprietary information of Company.
“Confidential Information” shall mean any data or information that is competitively sensitive
material and not generally known to the public, including, but not limited to, information relating
to development and plans, marketing strategies, finance, operations, systems, proprietary
concepts, documentation, reports, data, specifications, proposals, contracts, computer software,
source code, object code, flow charts, data, databases, inventions, know-how, trade secrets,
customer lists, customer relationships, customer profiles, supplier lists, supplier relationships,
supplier profiles, pricing, sales estimates, business plans and internal performance results

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This template document is provided free of charge and is intended for guidance purposes only. We recommend you obtain the help of a
qualified lawyer to complete it. Use of this document is subject to the terms of use set out at www.lpplaw.my and it does not constitute a
lawyer-client relationship between any user of this document and our law firm.

© Lee & Poh Partnership 2021

relating to the past, present or future business activities, technical information, designs,
processes, procedures, formulas or improvements, which Company considers confidential and
proprietary. Independent Contractor acknowledges and agrees that the Confidential Information
is valuable property of Company, developed over a long period of time at substantial expense
and that it is worthy of protection. If Independent Contractor retains any employees or
contractors of its own who will perform Services hereunder, Independent Contractor shall
ensure that such employees or contractors execute an agreement no less protective of the
Company’s Confidential Information than this Agreement.

(b) Confidentiality Obligations. Except as otherwise expressly permitted in this Agreement,

Independent Contractor shall not disclose or use in any manner, directly or indirectly, any
Confidential Information either during the term of this Agreement or at any time thereafter,
except as required to perform the Services or with Company’s prior written
consent. Independent Contractor may, however, use or disclose Confidential Information which:

(i) is or becomes public other than through a breach of this Agreement;

(ii) is known to the Independent Contractor prior to the date of this Agreement and with
respect to which the Independent Contractor does not have any obligation of
confidentiality; or

(iii) is required to be disclosed by law, whether under an order of a court or government

tribunal or other legal process, provided that Independent Contractor informs the
Company of such requirement in sufficient time to allow the Company to avoid such
disclosure by the Independent Contractor.

(c) Rights in Confidential Information. All Confidential Information disclosed to Independent

Contractor by Company (i) is and shall remain the sole and exclusive property of Company, and
(ii) is disclosed or permitted to be acquired by Independent Contractor solely in reliance on
Independent Contractor’s agreement to maintain the Confidential Information in confidence and
not to use or disclose the Confidential Information to any other person. Except as expressly
provided herein, this Agreement does not confer any right, license, ownership or other interest
in or title to the Confidential Information to Independent Contractor.

(d) Irreparable Harm. Independent Contractor acknowledges that use or disclosure of any
Confidential Information in a manner inconsistent with this Agreement will give rise to
irreparable injury for which damages would not be an adequate remedy. Accordingly, in addition
to any other legal remedies which may be available at law or in equity, Company shall be entitled
to equitable or injunctive relief against the unauthorised use or disclosure of Confidential

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This template document is provided free of charge and is intended for guidance purposes only. We recommend you obtain the help of a
qualified lawyer to complete it. Use of this document is subject to the terms of use set out at www.lpplaw.my and it does not constitute a
lawyer-client relationship between any user of this document and our law firm.

© Lee & Poh Partnership 2021

Information. Company shall be entitled to pursue any other legally permissible remedy available
as a result of such breach, including but not limited to, damages, both direct and consequential.
In any action brought by Company under this section, Company shall be entitled to recover its
attorney’s fees and costs from Independent Contractor.

6. Non-Compete. Independent Contractor agrees and covenants that during the term of this Agreement
and for a period of twelve (12) months following the termination of this Agreement, Independent
Contractor will not, directly or indirectly, perform or engage in the same or similar activities as were
performed for Company for any business that is directly or indirectly in completion with Company.

7. Non-Solicit. Independent Contractor agrees and covenants that during the term of this Agreement
and for a period of twelve (12) months following the termination of this Agreement, Independent
Contractor will not, directly or indirectly, solicit any officer, director or employee, or any customer,
client, supplier or vendor of Company for the purpose of inducing such party to terminate its
relationship with Company in favor of Independent Contractor or another business directly or indirectly
in competition with Company.

8. Intellectual Property.

(a) Proprietary Property. Independent Contractor may in the course of the Independent
Contractor’s engagement with the Company conceive, develop or contribute to material or
information related to the business of the Company, including, without limitation, software,
technical documentation, ideas, inventions (whether or not patentable), hardware, know-how,
marketing plans, designs, techniques, documentation and records, regardless of the form or
media, if any, on which such is stored (referred to in this Agreement as “ Proprietary Property”).
The Company shall exclusively own, and the Independent Contractor does hereby assign to the
Company, all Proprietary Property and all intellectual and industrial property and other rights of
any kind in or relating to the Proprietary Property, including but not limited to all copyright,
patent, trade secret and trade-mark rights in or relating to the Proprietary Property. Material or
information conceived, developed or contributed to by the Independent Contractor outside work
hours on the Company’s premises or through the use of the Company’s property and/or assets
shall also be Proprietary Property and be governed by this Agreement if such material or
information relates to the business of the Company. The Independent Contractor shall keep full
and accurate records accessible at all times to the Company relating to all Proprietary Property
and shall promptly disclose and deliver to the Company all Proprietary Property.

(b) Perfection of Assignment. At the reasonable request and at the sole expense of the Company,
the Independent Contractor shall do all reasonable acts necessary and execute all reasonable
documentation required to vest in the Company the ownership of any of that Proprietary
Property and all intellectual property rights and other similar rights in or relating to the same,

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This template document is provided free of charge and is intended for guidance purposes only. We recommend you obtain the help of a
qualified lawyer to complete it. Use of this document is subject to the terms of use set out at www.lpplaw.my and it does not constitute a
lawyer-client relationship between any user of this document and our law firm.

© Lee & Poh Partnership 2021

including but not limited to providing to the Company written assignments of all rights to the
Company and any other documents required to enable the Company to document rights to
and/or register patents, copyrights, trade-marks, industrial designs and such other protections as
the Company considers advisable anywhere in the world.

(c) Moral Rights. Independent Contractor hereby irrevocably and unconditionally waives all moral
rights the Independent Contractor may now or in the future have in any Proprietary Property.

9. Termination.

(a) With Cause. Independent Contractor agrees that Company may terminate this Agreement at any
time without notice or any further payment if Independent Contractor is in breach of any of the
terms of this Agreement.

(b) Without Cause. Either Party may terminate this Agreement at any time at its sole discretion,
upon providing to the other Party [insert number] calendar days advance written notice of its
intention to do so or payment of fees in lieu thereof.

(c) Obligations Surviving Termination of this Agreement. All obligations to preserve the Company’s
Confidential Information, Proprietary Property and all intellectual property in or relating thereto
and other warranties and representations which by their nature should survive the expiration or
termination of this Agreement shall continue in full force and effect subsequent to and
notwithstanding the expiration or termination of this Agreement, and shall not affect any rights,
remedies, obligations or liabilities of the Parties that have accrued up to the date of termination
or expiry.

10. Mutual Representations and Warranties. Both Company and Independent Contractor represent and
warrant that each Party has full power, authority and right to execute and deliver this Agreement, has
full power and authority to perform its obligations under this Agreement, and has taken all necessary
action to authorise the execution and delivery of this Agreement. No other consents are necessary to
enter into or perform this Agreement.

11. Independent Contractor Representation and Warranties. Independent Contractor represents and
warrants that it has all the necessary licenses, permits and registrations, if any, required to perform the
Services under this Agreement in accordance with applicable laws, rules and regulations and that it will
perform the Services according to the Company’s specifications and with the standard of care prevailing
in the industry.

12. Indemnification. Independent Contractor shall indemnify and hold harmless Company from any
damages, claims, liabilities, loss and expenses, including reasonable attorney’s fees, arising out of any

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This template document is provided free of charge and is intended for guidance purposes only. We recommend you obtain the help of a
qualified lawyer to complete it. Use of this document is subject to the terms of use set out at www.lpplaw.my and it does not constitute a
lawyer-client relationship between any user of this document and our law firm.

© Lee & Poh Partnership 2021

act or omission of Independent Contractor in performing the Services or the breach of any provision of
this Agreement by Independent Contractor.

13. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and permitted assigns.

14. Assignment. The interests of Independent Contractor are personal to Independent Contractor and
cannot be assigned, transferred or sold without the prior written consent of Company.

15. Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto
with respect the subject matter hereof, and supersedes all prior negotiations, understandings and
agreements of the Parties.

16. Amendments. No supplement, modification or amendment of this Agreement will be binding unless
executed in writing by both Parties.

17. Notices. Any notice or other communication given or made to either Party under this Agreement
shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or
registered mail, return receipt requested, to the address stated above or to another address as that
Party may subsequently designate by notice, and shall be deemed given on the date of delivery.

18. Waiver. Neither Party shall be deemed to have waived any provision of this Agreement or the
exercise of any rights held under this Agreement unless such waiver is made expressly and in writing.
Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a
waiver of any subsequent or other breach or violation.

19. Further Assurances. At the request of one Party, the other Party shall execute and deliver such
other documents and take such other actions as may be reasonably necessary to effect the terms of this
Agreement.

20. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in
whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and
enforceable as though the invalid, illegal or unenforceable parts had not been included in this
Agreement.

21. Governing law and Jurisdiction. This Agreement and any dispute or claim arising out of or in
connection with it or its subject matter, existence, negotiation, validity, termination or enforceability
(including any non-contractual disputes or claims) is governed by, and shall be construed in accordance
with, laws of Malaysia. The Parties shall submit to the exclusive jurisdiction of the courts of Malaysia.

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This template document is provided free of charge and is intended for guidance purposes only. We recommend you obtain the help of a
qualified lawyer to complete it. Use of this document is subject to the terms of use set out at www.lpplaw.my and it does not constitute a
lawyer-client relationship between any user of this document and our law firm.

© Lee & Poh Partnership 2021

[the remainder of this page is intentionally left blank]

This Agreement has been executed and delivered as of the date first written above.

COMPANY INDEPENDENT CONTRACTOR

Name: Name:
NRIC No. / Passport No.: NRIC No. / Passport No.:
Designation:
For and on behalf of:
[COMPANY]
Company No.:

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