SUB-CONTRACT AGREEMENT - sample

An  Agreement made the day of   Between _….. a

company incorporated in  Malaysia  and having its registered office
at…….(hereinafter called "the Company") of the  one  part And ….(NRIC
NO:.........) practising under  the name  of _……_ and with an address at
…….   (hereinafter   called   "the Architect") of the other part.

WHEREAS:-

1. By   letter  dated  …. (the   letter   of appointment),  the  Company

has  been  appointed   the architect for the shop office, low-cost flats,
multi-level car park/food court (phase 1) in the proposed town centre,
commercial and residential development on …..   by……   (Company
Registration  No. ..) (hereinafter called  "the Employer")  for  the fees as
stated in  the  letter  of appointment or such other sum as shall become
payable under the letter of appointment.

2. The  Company is desirous of engaging the  Architect  to manage

and  to  carry out the whole  of  the  Works under  the  letter  of
appointment  (as  hereinafter defined) upon the terms and conditions
hereinafter set out.

NOW THIS AGREEMENT WITNESSETH as follows:-

1. DEFINITIONS AND INTERPRETATION

1.1 In  this  Agreement words and expressions used  in  the letter of
appointment shall bear the same meanings when used  herein  except
where  the  context  otherwise requires.

1.2 The  following  words  and  expressions  (set  out   in alphabetical
order)  shall have  the  meanings  herein assigned to them unless the
context, subject matter or content is inconsistent with such
meanings.

"Consideration  Sum" means  the sum payable by  the Architect  to the
Company  as set out in Clause 15.

"Final Fee" means the sum ascertained  and payable  upon the
completion of the Works and the expiry of the  Defects Liability  Period
as the  full  amount  of  the total  fees  payable  by   the Employer  to
the Company  for the   architectural   services rendered for the
construction and  completion of  the  Works and the expiry of the
Defects Liability  Period  under  the letter of appointment.

"Letter  of Appointment" means the contract between the Employer and
the Company dated … comprising  the terms  of engagement  and  all
other   documents    described therein as forming part of the terms of
engagement for the construction and completion of the Works up to the
expiry  of the  Defects Liability  Period in conformity in all  respects with
the  provisions  therein stated.

"Site Representative" means the person appointed  by the  Architect

under   Clause 7.1.

"This Agreement" means this Agreement  together with  such other

documents  as are referred to herein.

"Management  Fee" means the sum payable by the Company  to  the
Architect for   all   services   to   be rendered in the  construction
completion and making good  of any defects whatsoever to  the Works  by
the  Architect   in conformity  in all  respects to the provisions of
letter of  appointment  which  sum shall  be  the amount  of  the Final
Fee less the sum payable to   the   Company   by    the Architect   under
Clause   11 herein.

1.3 The headings in this Agreement shall not be deemed  to be part
hereof or be taken into consideration in the interpretation or
construction hereof.

1.4 Words   importing  persons  shall  include  firms   and

corporations.

1.5 Words  importing  the singular only  also  include  the plural and
vice versa where the context requires.

2. GENERAL CONDITION

2.1 The Company hereby appoints the Architect to manage

and  carry out the Works up to expiry of  the  Defects Liability  Period
for the Works in conformity  in  all respects to the provisions of the letter
of appointment and in accordance with the terms and conditions set out
in this Agreement.

2.2 The Architect shall, subject to the provisions of this Agreement

and to any terms and conditions which may  be implied   by  law  and  in
conformity  with  all   the reasonable  directions and requirements of the
Company and with due care and diligence, manage and perform and
carry  out  all services pertaining to  the  Works  and provide  all
staff/labour including  the  supervision thereof,  materials, and all other
things whether of  a temporary  or permanent nature required in and for
the carrying  out of the services so far as the  necessity for providing the
same is specified in or is reasonably to be inferred from this Agreement.

2.3 The  Architect shall not assign this Agreement  or  any part
thereof  or any benefit or interest  therein  or there under  without  the
prior written consent  of  the Company and the Employer's
Representative.

3. LETTER OF APPOINTMENT

3.1 Unless  expressly  excluded or varied by the  terms  of this

Agreement, all terms and conditions of the  letter of  appointment shall
be deemed incorporated into  this Agreement  and  made a part hereof
and read as  if  the Architect were a party to the letter of appointment in
place  of  the Company and the Architect  shall  be deemed  to have
full knowledge of all the terms  and provisions of the letter of
appointment and the Company shall  provide the Architect with a true
copy  of the letter of appointment.

3.2 The Architect shall:-

(a) observe,  perform  and  comply  with  all  the provisions

of the letter of appointment (and  any amendment or
variation thereto) on the part  of the Company to be
observed performed and  complied with  in  relation to the
Works and  to  be  bound there under; and

(b) indemnify  and save harmless the  Company  against and

from any breach non observance  and  non-performance
by the Architect or its agents of  the provisions  in the letter
of appointment  AND  any act  or omission by the Architect
its servants  or agents which involves the Company in any
liability to the Employer under the letter of appointment or
to any third parties in relation to the Works.

3.3 The  Architect hereby acknowledges that any  breach  by the
Architect  of  this Agreement may  result  in  the Company  committing
breaches of and becoming liable  in damages  under the letter of
appointment and  all  such damages,  loss  and  expense are hereby
agreed  to  be within  the  contemplation of the parties  as  being  a
probable  result of any such breach by  the  Architect and  therefore
being  the  subject  of  the  indemnity referred to in Clause 3.2(b).

3.4 As  and  when  the Company shall  receive  any  request

instruction  decision  order  notice  confirmation   in writing or any
documents from the Employer in  relation to  the services to be rendered
or any matter or  thing pertaining  to the letter of appointment  the
Company shall  promptly  notify and transmit the  same  to  the
Architect  who  shall in the name of the  Company  take such action as
may be necessary in the circumstances.

4. MANAGEMENT FEE

4.1 The  Management  Fee payable to the  Architect  by  the Company
shall be the total fee stipulated in the letter of appointment less such
payment to the Company as set out in Clause 15 herein.

4.2 All payments received by the Company from the  Employer under
the letter of appointment shall be  credited  by the  Company into a
separate bank account opened  by the  Company solely for the purposes
of the  Works  and appoint the following persons as signatories thereto:-

1)

2)

3)

4.3 The  Company  shall  cause the  Employer  to  make  all
_payments  payable under the letter of appointment  into the   aforesaid
account  with   irrevocable   standing instructions  to disburse out from
the said  account  a sum  in  favour  of the Company  for  each  tranche
as specified  in Clause.... and within the period  therein stated.

4.4 Save  for the sum payable to the Company as  stated  in sub-
clause..... all monies in the said account shall be held  in  trust and for
the benefit  of  the  Architect absolutely. The Company further covenant
and  undertake that it will not suffer anything to be done whereby the
bank  account  is garnished or subject to any  form  of attachment.

4.5 The  Company  shall  within seven (7)  days  after  its receipt by
the Employer of each progress payment  under the letter of appointment
pay the same to the Architect in satisfaction of the Management Fee
PROVIDED that the Company  shall  be entitled to deduct  from  each
such progress  payment the Consideration Sum  in  accordance with  the
terms set out in Clause 15 and any other  sum which the Company is
entitled under the terms of  this Agreement  to deduct there from. In the
event that  the amount  in a relevant progress payment is  insufficient to
allow the Company to deduct there from the full  sum which,  under  the
provisions of  this  Agreement,  the Company is entitled to so deduct, the
Company shall  be entitled to deduct from the next or subsequent
progress payment any such balance due.

5. COMMENCEMENT AND COMPLETION

This  Agreement shall be deemed to be effective as from  the day  of

199 and the Architect  shall commence  the Works immediately and
shall proceed with  the same with due diligence and expedition.

INSTRUCTIONS OF THE EMPLOYER'S REPRESENTATIVE

6.1 The   Company   undertakes  to  convey   and   despatch

immediately  to  the  Architect  all  instructions, correspondence(s)
and  memoranda  received  from   the Employer in relation and
pertaining to the Works.

6.2 The Architect shall in connection with the Works comply with  all
instructions and decisions of the  Employer's Representative which are
notified to the Architect  by the Company.

7. SITE REPRESENTATIVE AND CO-ORDINATOR

7.1 The    Architect    shall   provide    all    necessary superintendence

on Site during the carrying out of  the Works and the Defects Liability
Period. The  Architect shall  appoint  a competent and authorised
person  who shall be a qualified person acceptable to the  Employer and
who shall be constantly in attendance on the  Works and give his
superintendence to the same. The Site Representative shall be in full
charge of the Works and shall  receive,  on  behalf  of  the  Company
and  the Architect   directions  and  instructions   from   the Employer.
The Site Representative shall be  authorised to correspond with the
Employer and other  relevant authorities  in  the name of the Company
in  matters pertaining  to  the  Works  PROVIDED  that  the   Site
Representatives  shall  not give  any  undertaking  nor assume  any
liability on behalf of the Company  without the   prior  written  consent
of  the  Company.   The Architect hereby agrees and undertakes to
indemnify the Company  against  all  loss  and  expense  suffered  or
incurred by the Company to the Employer or to any third party  as a
consequence of any act or omission  of  the Site Representative.
7.2 For the purposes of ensuring execution and progress  of the
Works  in conformity with the  provisions  of  the letter  of appointment
and this Agreement, the  Company shall  be entitled to appoint a Co-
ordinator to act  on its  behalf in relation thereto. The duty of  the  Co-
ordinator is merely to ensure progress of the Works  in compliance  with
the letter of appointment  and  this Agreement and the Architect
remains solely  responsible for  the  proper execution and
superintendence  of  the Works.

8. ALTERATIONS, ADDITIONS AND OMISSIONS_

8.1 The  Architect shall make such variations of the  Works

whether  by  way of addition,  omission,  substitution, alteration, change
in quality, form, character, kind, position,  dimension,  level  or  line
and/or  in  the specified  sequence, method or timing of  construction (if
any)  as  may be  ordered  by  the  Employer's Representative and
notified in writing to the Architect by the Company.

8.2 For the avoidance of doubt, it is expressly  agreed that  the

Company shall not be entitled to any  further fees  except that as set out
under Clause 15  if  there are  any  variation or additional work ordered
by  the Employer. The Company shall hold all payments made in
respect thereof in trust for the Architect.

9. NOTICES AND CLAIMS

9.1 Without  prejudice  to  the  generality  of  Clause   3

whenever  the Company is required by the terms  of  the
letter of appointment to give any information,  return,
account  or notice to the Employer's Representative  or to the
Employer, the Architect shall in relation to the this
Agreement  Works  give  a  similar   information, return,
account or notice or such other information  in writing  to
the Company as will enable the  Company  to comply with
the terms of the letter of appointment  and shall do so in
sufficient time to enable the Company to comply  with  such
terms punctually.  Provided  always however  that the
Architect shall be excused any  non-compliance  with  this
sub-clause for so  long  as  he neither  knew  nor  ought  to
have  known  of  the  the Company's  need  for  any  such
information,   return, account or notice from him.

9.2 Subject to the Architect complying with the  provisions of

this  sub-clause,  the  Company  shall  take   all reasonable
 steps  to  secure from  the  Employer  such financial
benefits,  if any, as may  be claimable  in accordance  with
the letter of  appointment,  and  the Architect shall in
sufficient time afford the Company all information and
assistance that may be necessary to  enable the Company to
claim such  benefits  on the  Architect's behalf. On
receiving payment of  any such financial benefits from the
Employer, the  Company shall in turn make such payment
to the Architect.

9.3 In the event of the regular progress of the Works being

materially  affected  by any  act,  omission  or default  of  the
Company, his servants or  agents,  the Architect  shall,  as
soon  as  such  material  effect becomes  apparent, give
written notice thereof  to  the Company  and the amount of
any direct loss  or  expense thereby caused to the Architect
shall be payable to the Architect by the Company.

9.4 In  the event of the regular progress of the letter  of

appointment  Works being materially affected by  any act,
omission  or  default of  the  Architect,  his servants  or
agents or any professional staff  employed by  the  Architect
on the this Agreement,  the  Company shall,  as  soon  as
such  material  effect  becomes apparent, give written
notice thereof to the  Architect and  the amount of any direct
loss or  expense  thereby caused  to the Company shall be
payable to the  Company by the Architect.

9.5 The  provisions of sub-clauses 9.3 and 9.4 are  without

prejudice  to  any other rights or remedies  which  the
Company or the Architect may possess.

10. PROPERTY IN MATERIALS AND PLANT

All  drawings, designs, documents and the like  prepared  by the
Architect  in compliance with the  Works  contemplated under the letter
of appointment shall remain the property of the  Architect.

11. INDEMNITIES

11.1 The Architect shall at all times indemnify the  Company against all
liabilities to other persons (including the servants  and agents of the
Company or  the  Architect) for  bodily  injury, damage to property or
other  loss which may arise out of or in consequence of the (to the extent
required  by  this  Sub-Clause)  execution  and completion of the Works
and against all costs,  charges and expenses that may be occasioned to
the Company by the claims of such persons.

11.2 The  Company shall indemnify the Architect against  all liabilities
and claims against which the  Employer  by the  terms of the letter of
appointment  undertakes  to indemnify  the Company and to the like
extent,  but  no further.

13. INSURANCE, EPF AND SOCSO

13.1 The  Architect shall take full responsibility for  the care  of  the
until all Works  under  the  letter  of appointment and the Defect
Liability Period have  been completed and expired respectively.

13.2 The   Architect  shall  comply  with  the   terms   and conditions
of  the  Employer's  Insurance  and  the procedures  for claims
notification and  administration there under,  and  shall  do nothing  nor
omit  to  do anything which might render any insurance voidable.

13.3 The Architect shall effect insurance against such risks as are
necessary and on such terms and for the  benefit of such persons as are
necessary, and unless  otherwise provided  shall maintain such
insurance from  the  time that the Architect shall first enter upon the
Site  for the purpose of executing the Works until he shall have finally
performed  his obligations under  Clause  14 (Defects Liability Period).

13.5 The Architect shall bear sole responsibility in respect of  all

necessary  registration  under  the  Malaysian Social Security Scheme
(Socso) and Employees  Provident Fund (EPF) contributions in respect of
its servants and employees.

14. DEFECTS LIABILITY PERIOD

After  completion of the Works, the Architect shall  provide all  such
services as are necessary until the expiry of  the Defects  Liability  Period
for the Works as the  Company  is liable to carry out under or to be
inferred from the  letter of  appointment for the like period and otherwise
upon  the like  terms as the Company is liable to do under the  letter
of appointment.

15. CONSIDERATION SUM

As consideration for the Company appointing the Architect to   manage

and  carry  out  the  Works  and  in   further consideration of any
future services and attendances of  the Company  that may be necessary
in respect of the Works,  the Architect hereby agrees and undertakes to
pay the Company a sum equivalent to ...... per centum (...%) of the Final
Fee less    contingencies   and   any    subsequent    variation
(hereinafter  called "the consideration") to be paid  within seven  (7)
days  after receipt of  each  payment  from  the Employer under the
terms of the letter of appointment.

16.DETERMINATION OF THE WORKS

16.1 If  before  the  Architect  has  fully  performed   his obligations

under the this Agreement the employment of  the  Company  is
determined  under  the  letter  of appointment, the employment of the
Architect under this Agreement shall also determine and thereupon  the
Architect  shall with all reasonable speed  remove  his staff  and
equipment and materials (if any)  from  the Site.

16.2 Upon   such   a  determination   of   the   Architect's employment,

the  other provisions  of  this  Agreement shall  cease to have effect and
subject  to  sub-clause 16.3  hereof and payment to the Architect for
services rendered/works executed up to the date of determination _shall
only be made by the Company to the Architect upon the  receipt  by the
Company from the Employer  of  the Final  Fee PROVIDED that the
Company shall be  entitled to  deduct  from such payment any sum
payable  by  the Architect to the Company under Clause 15 and any
other sum  for which the Company is entitled under the  terms of this
Agreement to deduct there from.

16.3 If  the employment of the Company is determined or  the letter of

appointment is determined by the Employer  in consequence  of  the
Architect's  default,  negligence, omission and/or indulgence, then the
Company shall be entitled    to    claim    against    the     Architect the
Consideration  Sum  (which  at  the  date  of determination  of the
letter of appointment  remains payable)  and the Architect shall not be
entitled  to receive any sum on account of work done up to the  date of
termination of the letter of appointment until  the full amount of the
amount payable to the Company  under this  Clause 16.3 has been
received by the  Company from  the Architect. PROVIDED that the
sum  receivable by  the  Architect  for work done up  to  the  date  of
determination  shall  not exceed the sum  paid  by  the Employer to the
Company under the letter of appointment upon determination of the
letter of appointment.

17. DETERMINATION  OF EMPLOYMENT OF THE  SUB-

CONTRACTOR  BY THE COMPANY
17.1 If the Architect:-

(a) has become bankrupt or has a receiving order  made against  him
or  has presented  his  petition  in bankruptcy or has made an
arrangement where  there is an assignment in favour of his creditors or
has agreed  to  carry out the this Agreement  under  a committee of
inspection of his creditors or (being a corporation) has entered into
liquidation (other than  a voluntary liquidation for the purposes  of
amalgamation or reconstruction) or has suffered or allowed  any
execution whether legal or  equitable to  be  levied  on his  property  or
be  obtained against him; or

(b) has assigned this Agreement without the consent in writing

of the Company first obtained; or

(c) has  failed  to  carry  out  his  duties  to   the Employer's
satisfaction; or
(d) has,  without reasonable excuse, fail to carry  out proper
and reasonable instructions pertaining  to the  Works for 14
days after receiving  from  the Employer's  Representative
and/or  the  Company's written notice to do so; or

(e) has  failed  to carry out his duties  under  this Agreement  
or  pertaining to the  Works  with  due diligence; or

(f) is  not carrying out his duties in  accordance with the

this Agreement or is  persistently or   flagrantly
neglecting  to  carry   out   his obligations under this
Agreement; or

(g) has,  to the detriment of good workmanship  or  in defiance
of the Employer's Representative's and/or the  Company's
instructions to the contrary,  sub-let any part of this
Agreement;

then  in such event and without prejudice to any  other rights  or
remedies which the Company may possess,  the Company,  after  giving
fourteen  (14)  days's   prior written  notice  to the Architect,  may
determine  the appointment  of  the Architect  under  this  Agreement
provided that notice in pursuance of this Clause  shall not  be given
unreasonably or vexatiously and shall  be void if the Company is at the
time of notice in  breach of this Agreement.
17.2 The  Company  shall  not  be  liable  to  pay  to   the Architect any
money on account of the work done by  the Architect  up  to  the date  of
termination  of  this Agreement pursuant to Clause 17.1 until the
receipt  by the Company of the full Final Fee from the Employer and the
expiration of the Defects Liability  Period  under the letter of
appointment. The Architect shall then be entitled to receive only such
sum (if any) as would  be due  to the Architect after deducting the said
amount, but  if  such amount shall exceed the sum  which  would have
been payable to the Architect then the  Architect shall upon demand pay
to the Company the amount of such excess  and it shall be deemed to be
a debt due by  the Architect and shall be recoverable accordingly.

18. ARBITRATION

18.1 If  any  question, dispute or  difference  shall  arise between  the

Company and the Architect out  of  or  in connection  with this
Agreement or the carrying out  of the  Works,  whether  during  the
progress  of   this Agreement  Works or after their completion and
whether before  or after termination, abandonment or breach  of this
Agreement,  either party may give  to  the  other notice in writing of the
existence of such question, dispute  or  difference specifying its nature
and  the point  at issue, and the same shall be referred to  the
arbitration  of two arbitrators one to be appointed  by each  of the parties
and who being so  appointed  shall appoint  an umpire to whom, if the
arbitrators fail  to agree  all  matters in dispute, such matters  shall  be
referred.  If such appointment by either party  is  not made within
fourteen (14) days after the service of the said  notice, such arbitrator
shall be such  person  as may be appointed by the President for the time
being of the Institute of Architects, Malaysia on application by either
the   Company  or  the  Architect.   If   the appointment  of the umpire
by the said two  arbitrators is  not  made  within  one  month  after  the
date  of appointment  of  the said two arbitrators,  the  umpire shall  be
such person as is appointed by the  President for  the  time being of the
Institute  of  Architects, Malaysia on application by either the Architect
or  the Company.

18.2 Notwithstanding Clause 19 (Language and Law), such

arbitration  and all matters relating thereto  shall be  conducted in
accordance with and governed  by  the Arbitration  Act  1952 or  any
statutory  modification thereof,  the  hearing to be held in Malaysia  and
all awards to be published to the parties in Malaysia. The Courts  of
Malaysia shall have  exclusive  jurisdiction over all matters relating to
the arbitration in respect of  which  in  a Malaysian  arbitration  they
are given jurisdiction by those Acts. Provided that if the question,
dispute  or  difference to  be  referred  to arbitration  in connection with
this Agreement  raises issues   which  are  substantially  the  same  as
or connected  with  issues  raised  in  a  related  dispute between  the
Employer and the Company under the  letter of  appointment and if the
related dispute has  already been  referred  for determination to an
arbitrator  or arbitrators, the Company and the Architect hereby agree
that the question, dispute or difference under this Agreement shall
be referred to the arbitrator  or arbitrators appointed to determine
the related  dispute and  such arbitrator or arbitrators shall  have
power to  make such directions and all necessary awards  in the  same
way  as if the procedure of  the  Courts  of Malaysia  as  to  joining one
or  more  defendants  or joining co-defendants or third parties was
available to the parties and to him or them.

18.3 No  steps  shall  be  taken in  the  reference  to  the arbitration
until  after  the  completion  or  alleged completion  of  the  Works
unless  with  the  written consent of the Company and the Architect.

18.4 In  any  such arbitration between the Company  and  the Architect,
any    decision   of    the    Employer's Representative or the Project
Consultant which is final and  binding  on  the  Company  under  the
letter   of appointment shall also be and be deemed to be final and
binding between and upon the Company and the Architect.

18.5 The   award  of  any  arbitrator  or   arbitrators appointed  in
accordance with sub-clause 18.1 shall  be final and binding on the
parties.

19. LANGUAGE AND LAW

19.1 This  Agreement shall in all respects  be  construed and operate
in accordance with the laws of Malaysia.

19.2 All correspondences and notices pertaining to the  this Agreement

shall be in English.

20. PARTIES DULY AUTHORISED

The parties hereto represent and warrant to one another that the
transaction  herein  contemplated have  been  duly  and validly
authorised by all necessary corporate action  where relevant  on  the part
of each of them and  each  have  full corporate power and lawful
authority to execute and  deliver this  Agreement  and  to consummate
and  perform  the transactions contemplated herein.

21. NOTICES
21.1 Any notice to be given to the Architect under the terms of  the this
Agreement shall be served by  sending  the same by post to or leaving the
same at the  Architect's principal  place  of business (or in the event  of
the Architect  being  a  company to or  at  its  registered office).

21.2 Any  notice to be given to the Company under the  terms of  the
this Agreement shall be served by  sending  the same  by post to or
leaving the same at the address  as given herein.

21.3 Either party may change a nominated address to  another address

in  Malaysia by prior written  notice  to  the other party.

22. AMENDMENTS

Amendments to or modifications of this Agreement may be made only by

mutual agreement of the parties hereto in writing.

23. MISCELLANEOUS

23.1 In  the event that any part of this Agreement shall  be held  invalid
as  contrary  to  any  law  statute   or regulation  in that regard the
invalidity of such  part shall  in no way affect the validity of any other
part of  this  Agreement and each and every  part  shall  be severable
from each and every other.

23.2 The waiver, expressed or implied by way of the  parties hereto of

any right hereunder or any failure to perform or  any breach hereof by
the other party  hereto  shall not  constitute or be deemed as a waiver of
any  other right  hereunder or of any other failure to perform  or breach
hereof  by  such other party  whether  of  a similar or dissimilar nature
thereto.

23.3 Save  as  provided  in  this  Agreement  none  of   the respective
rights  and  obligations  of  the  parties hereto  shall  be  assignable
except  with  the  prior consent in writing of the other party. This
Agreement shall  endure to the benefit of and be binding upon  the
successors and permitted assigns of the parties hereto.

23.4 The   Parties   hereto  shall  bear   their   own Solicitor's

costs   and  expenses   incurred   in connection  with and incidental to
the  preparation  of this Agreement.
23.5 This  Agreement supercedes all written  Memoranda  and
Agreements and any representations or  understandings written or
otherwise between the parties hereto.

IN WITNESS WHEREOF_ the parties hereto have hereunto set their

hands on this day and year first abovementioned.

The Common Seal of )

………………………………. )
is affixed hereunto )
in the presence of:- )

........................... ..........................
Director Director/Secretary

Signed by )
practicing under the )
name and style of ………………)
in the presence of:- )