Exhibit 10.58
SERVICE AGREEMENT
BETWEEN:
TECNOCHANNEL TECHNOLOGIES SDN. BHD.
Block G Unit G G605/606
Phileo Damansara 1
No 9 Jalan 16/11
Off Jalan Damansara
46350 Petaling Jaya
hereinafter referred as "TecnoChannel"
AND
MPH BOOKSTORES SDN. BHD.
No 28 & 30 Jalan PJS 11/16
Bandar Sunway
P.O. Box 3092 Subang Jaya
47590 Petaling Jaya
hereinafter referred to as "MPH"
WHEREAS
The parties hereby agree that TecnoChannel shall be appointed by MPH to develop
and maintain a website on the Internet located at www.mph.com.my (the "Website")
and to conduct e-commerce by selling MPH products (the "Products").
WHEREBY THE PARTIES AGREE as follows: -
1. TERM OF AGREEMENT
The term of this agreement shall commence on 1 November 1999 for the period
of 1 (one) year. This agreement shall be deemed to continue to be in force
on a yearly basis unless either party gives to the other party not less
than 60 days notice of termination in writing.
2. CONDITION PRECEDENT
TecnoChannel hereby represents to have obtained and to be in possession of
all necessary Government approvals, licenses and permits required for
TecnoChannel to carry out its functions and obligations as set forth in
this agreement and that the said licenses and approvals continue to be
existing and valid during the continuance of this Agreement.
1
<PAGE>
3. SERVICE OBLIGATIONS BY TECNOCHANNEL
TecnoChannel shall:
a. introduce the Products onto the Website and to conduct e-commerce on
behalf of MPH;
b. create and ensure that the Website is updated from time to time with
the latest information from MPH in respect of the Products;
c. use its best endeavor to ensure that the Website is well designed to
attract consumers and enhance MPH products;
d. record and administer all responses from the customers which will
form a database (the "Customer Database"). The ownership and copyright
of the Consumer Database shall belong jointly to MPH BOOKSTORES SDN.
BHD. and TECNOCHANNEL TECHNOLOGIES SDN. BHD.;
e. furnish to MPH the Customer Database whenever requested by MPH;
f. respond to all orders from the consumers by raising Purchase Orders to
MPH, sending the Purchase Orders to MPH together with confirmed
financial transactions;
g. be responsible for all payments on all purchased orders raised for MPH;
h. ensure that the payments less the commission charge to MPH is effected
on a weekly basis, ie monies are credited into a bank to be advised by
MPH. Confirmation of such crediting will be way of written advice given
to MPH on the day of payment;
i. present to MPH a monthly summary of the Purchase Orders;
j. collect all Klang Valley orders from agreed MPH collection points and
deliver to customers within 3 (three) working days of the order. All
collection and delivery charges for a 3 (three) month period starting
from the date when the said Website commences [***]. Thereafter,
delivery charges will be reviewed with MPH;
k. in respect of outstation orders, an additional [***] charge per book
will be imposed on the customer. Outstation orders will be delivered
within 5 (five) working days of the order;
l. TecnoChannel will use its best endeavors to provide a search engine
within the Website to facilitate customer inquiries and searches.
4. SERVICE OBLIGATION BY MPH
MPH shall:
2
<PAGE>
a. respond to all orders from TecnoChannel, and make available the
Products to TecnoChannel once a purchase order has been issued by
TecnoChannel within the time to enable delivery to customers in the
time stipulated in Sections 3(i) and (j) above;
b. incorporate the Website into their Advertising and promotion campaigns;
c. allow a banner space to appear on the front page of MPH page, which
contents shall be first approved by MPH.
5. PRICING, COMMISSION AND OUT-OF-STOCK ADVISE
(a) MPH shall reserve the right to determine the price of the Products
featured in the Website and to change any of its product pricing.
(b) TecnoChannel shall be entitled to [***] as follows:
Accumulated Sales Volume [***] actual sales
First Level [***] [***]
Second Level [***] [***]
Last Level [***] [***]
(c) MPH shall be provided a password to log into the Website server to key
in out-of-stock advise on product(s) featured, whenever it deems
necessary.
(d) MPH will subsidize TecnoChannel delivery cost as detailed in Appendix
B.
(e) The total cost of the development and of updating the Website [***] by
TecnoChannel.
6. AGENT/ REPRESENTATIVE
It is specifically understood and agreed that this Agreement does not
constitute TecnoChannel as the agent or legal representative of the Company
for any purpose whatsoever. Accordingly, TecnoChannel has no authority to
assume or to create any obligation on behalf of or in the name of the
Company.
7. CONFIDENTIALITY
TecnoChannel shall keep this Agreement confidential and shall not disclose
to any third parties or employees regarding the Company, its Products and
its business.
3
<PAGE>
8. TERMINATION
Either party may terminate this Agreement by giving the other party 60 days
notice in writing.
9. NON-ASSIGNABILITY
TecnoChannel shall not assign or sub-contract any rights or obligations
under this Agreement in whole or in part to any third party without prior
consent from MPH.
10. BINDING ON SUCCESSORS
This Agreement shall be binding on the successors in title and the
permitted assigns of the Parties hereto.
In witness whereof the parties hereto set their hands the day and above written.
Signed by : MS. PATRICIA CHEN ] /s/ Patricia Chen
--------------------------- ---------------------
For and behalf of MPH BOOKSTORES SDN. BHD. ]
In presence of : MR. LOO KIT CHONG ] /s/ Loo Kit Chong
--------------------------- --------------------
Signed by : MR. C.W. WONG ] /s/ C.W. Wong
---------------------------- --------------------
For and behalf of TECNOCHANNEL TECHNOLOGIES SDN. BHD.
Company's chop: ]
--------------------------------
I/C No : ]
--------------------------------
In the presence of MS. CHUNG SEE PEI ] /s/ Chung See Pei
------------------------- --------------------
------------------------------
4
