1.1 Introduction. Service Provider agrees to (a) complete all required Program paperwork, (b) provide any information to Dell required under the Program in a timely manner, (c) pay all required Program fees as set out in the Procedure Manual including the Enrollment Annual fees of USD1,500.00 per Customer per remittance address in which the Service Provider will be providing service.

1.2 Certification of Service Provider Technicians. Each Service Provider employee who intends to obtain certification will be required to successfully pass a certification test for each product classification. If an employee fails a test, the Service Provider agrees to purchase a Retest prior to the employee retaking the test. Upon successful completion of the test for a specific product classification, the employee will receive a "Dell Certified Technician" certificate for the applicable product classification. Dell Technician Certification may not be transferred to another individual. Service Provider will ensure that its Dell Certified Technicians keep current with updates and new maintenance information as Dell makes this information available. Service Provider will be solely responsible for ensuring that an engineer dispatched by Service Provider to perform a Service is adequately trained and certified to perform that Service.

1.3 Certification Renewal. Each individual Dell Certified Technician is required to renew his/her Certification on an annual basis.

1.4 On-site First Level Diagnosis. Service Provider will ensure that Dell Products are only maintained by Dell Certified Technicians. In the event of a failure of a Dell system covered under an appropriate warranty contract, a Certified Technician will perform first level diagnosis of the problem and pre-determine the parts required to repair the system. The results of this diagnosis, and predetermined parts requests, will be communicated by the Certified Technician to the Dell Warranty Parts Direct Coordinator.

1.5 Service Provider. A Service Provider may only participate under the Program for the purpose of providing support to the Service Provider's Dell Products or, in the case where an end-user customer has requested Service Provider to provide support for the end-user customer's Dell Products, to the specific end-user customer which Service Provider has been certified to provide support. Service Provider agrees not to solicit new customers for the Program who currently receive maintenance and support directly from Dell. Enrollments submitted for participation in the Programme must undergo approval and authorization procedures with the following parties: Dell country managers in the Territory and the appropriate Dell Service Operations Director.

1.6 Liabilities. Service Provider will be responsible for onsite performance on non-Dell hardware related issues. Service Provider may be also be held responsible for the cost of part(s) replacement, which may not be related to the initial fault reported, if negligence had occurred during the service call

1.7 Procedure Manual. All Services provided by Service Provider shall be conducted in accordance with the Dell Warranty Parts Direct Procedure Manual then in effect. Dell shall not, in any way, be responsible to the Customer if the Service Provider fails to render Services in accordance with the Procedure Manual.

2.1 Services. Customer agrees that if Customer desires to use Service Provider for the provision of Services, Customer will first contact Service Provider who will be responsible for the diagnosis of the Customer's problem, determining the appropriate solution to the Customer's problem and completing the solution. Customer shall not request that Dell complete or re-perform unsatisfactorily rendered Services by Service Provider.

2.2 Payment. The Customer will pay Service Provider directly for Services rendered to Customer by Service Provider. Save for the Service Warranty Reimbursement set out below, Dell shall not be obligated to pay Service Provider or Customer for Services rendered to Customer.

3.1 Warranty Parts Direct transactions. Dell's Warranty Parts Direct Co-ordinator will process Warranty Parts Direct transactions received through the internet or fax during regular Dell business hours (7:00 a.m. – 5:00 p.m., Malaysian Time)

3.2 Technical Information. Dell will provide the Service Provider with Technical information on-line which Dell shall update from time to time.

3.3 Technical Support. Dell will provide Service Provider access to (a) Dell technical support personnel, (b) technical data through Dell's Internet World Wide Web Site (WWW) Site, File Transfer Protocol (FTP), and (c) other services as available.

3.4 Restrictions. Dell, or the original creator, retains all rights in the materials provided, including but not limited to copyright. None of the materials may be copied, reproduced or distributed by any means without the prior written permission of Dell or the copyright owner.

4.1 Parts Exchange Service. Dell will provide Parts Exchange Service, which is contingent upon the following:

(a) The Dell system must be covered by a Parts Exchange contract; and

(b) Service must be performed by a Dell Certified Technician; and

(c) The Service Provider must be enrolled in the Dell Warranty Parts Direct Program;

(d) The Service Provider must ship the defective part within 10 business days of the issuance of the service parts dispatch; and

(e) Dell must confirm that the returned part is defective.

4.2 Service Provider may maintain its, or the Customer's, Dell branded systems which are covered by the appropriate warranty contract. Dell will endeavor to provide replacement parts on an exchange basis with next business day delivery, where available, at no charge to Service Provider, including no charge for shipping in accordance with the procedures set out in the Procedure Manual. Service Provider must report each in-service contract repair to Dell Warranty Parts Direct Co-ordinator through Dell's web site or by fax and obtain Dell's authorization to return parts. Dell may, at their option, collect an amount of deposit from the Service Provider as part of the parts exchange process. The exact amount of deposit shall be as mutually agreed between the parties.

4.3 In the event that Dell does not receive the defective part from Service Provider within 10 business days as set out in clause 4.1(d) herein, Dell shall be entitled to charge Service Provider for the cost of the replacement part in accordance with Dell's then current price list together with all freight charges. Alternatively, Dell shall be entitled to deduct the amount due from the deposit received from the Service Provider as provided in clause 4.2 above. In addition, Dell shall be under no obligation in such circumstances to reimburse Service Provider for Service Warranty as set out in clause 5.

4.4 Replacement parts may be new or reconditioned, and are warranted for the remainder of the warranty term or service contract period of the Dell system in which the replacement part is installed. Service Provider agrees to maintain records of servicing in sufficient detail to permit Dell to confirm that parts exchanged come from products that are under an appropriate warranty contract.

5.1 Dell will, at the request of Customer, reimburse the Service Provider for Service Warranty in accordance with the provisions set out in the Procedure Manual.

5.2 Dell will reimburse the Service Provider monthly in arrears. Service Warranty Reimbursement is contingent upon the following:

(a) The Dell system must have been purchased within the Territory; and

(b) The Dell system must be covered by a valid Parts and on-site Service contract; and

(c) The Service Provider must be enrolled in the Dell Asia Pacific Warranty Parts Direct Program; and

(d) The Service must be provided by a Dell Certified Technician; and

(e) The part(s) returned to Dell must be determined to be faulty.

5.3 For the avoidance of doubt, it is agreed that the Service Warranty Reimbursement is paid on a "per incident" basis. Dell will not reimburse Service Provider if Services are provided for the same Dell hardware where the same replacement part has been requested for more than once within a seven (7) days' period.

5.4 No claims shall be reimbursed for:

(a) servicing user error or performing software troubleshooting;

(b) replacing plug-in devices (external peripherals, monitor, mouse and keyboard); and

(c) servicing Customer Replaceable Units (CRUs) as set out in the Procedural Manual;

5.5 Save as provided herein, Dell will not be liable for any other payments or reimbursements sought by the Service Provider.

6.1 Spare Parts: Availability. Dell will sell certain spare parts for repair of Dell branded systems. Spare parts are new or reconditioned. Dell may provide spare parts made by various manufacturers when supplying parts to Service Provider. Service Provider is responsible for the shipping and handling charges, any duty and/or taxes for spare parts. Such spare parts may be used by the Service Provider for serving the Dell branded systems of the Customer only.

6.2 Spare Parts Warranty. Dell warrants that spare parts will be materially interchangeable with the parts the spare parts are designed to replace, and will conform to the Dell specifications current when they are shipped. Once installed in or on a Dell system, parts may carry the longer of either 90 days or the remainder of the warranty or service contract period for the Dell system in which it is installed.

6.3 If a part is installed in a Dell product that is out-of- warranty or not under a service contract, the warranty length of the part is limited to 90 days from date of delivery. Any reconditioned parts purchased that are listed as not covered under Dell's limited warranties are covered only by the original manufacturer's warranty. Dell's warranties do not cover damage due to external causes, including accident, abuse, misuse, problems with electrical power, servicing by personnel other than Dell Certified Technicians, or not in accordance with Dell's procedures. Dell will replace on an exchange basis, any defective spare part that is defective during the spare part warranty term. Service Provider must contact Dell within the warranty period. If Dell determines a spare part is defective, Dell will issue a Return Material Authorization Number. Spare parts must be shipped back to Dell in their original packaging or equivalent, shipping charges prepaid.

6.4 Title and Risk. Title to and risk of loss for the spare parts which are purchased from Dell shall pass to Service Provider at Dell's dock. Service Provider will be the importer on record for all spare parts purchased by Service Provider under this Agreement for use in the Territory.

6.5 Spare Parts Pricing. Dell will provide Service Provider pricing for spare parts and spare parts kits. Service Provider agrees to pay all sales, use and other taxes. Pricing and availability of parts are subject to change at any time.

6.6 Spare Parts Orders. Service Provider may place purchase orders for spare parts either through the relevant web site or by facsimile. Service Provider shall pay Dell for all parts charges using wire/telegraphic transfer, including shipping, handling charges, any duty and/or taxes and parts charges due to Service Provider's failure to return parts in exchange. Service Provider agrees to order a minimum of US$25 of spare parts per order exclusive of tax or shipping costs.

6.7 Shipping. Dell will endeavor to ship spare parts within ten business days after receipt of order unless Service Provider directs otherwise.

7.1 Unless otherwise expressly provided, Service Provider agrees to make all payments, including applicable taxes and shipping charges, within 30 days from date of invoice. Otherwise, prepayment terms will apply. If a payment due from Service Provider is late and not because it is disputed in good faith, Dell may refuse to ship parts or respond to technical and support inquiries until payment is made. Exchange Parts must be returned or paid for within 10 business days of part shipment. All the payment will be in US currency unless otherwise agreed by Dell.

7.2 In the event that any parts returned to Dell are found not to be defective, Dell shall be entitlted to charge Service Provider the freight charges for the replacement part.

8.1 Confidential Information includes all or any part of any information relating to either party's operations, business plans, Dell technical materials, undisclosed products and prices or other information marked or stated to be "Confidential" at the time of disclosure and includes information which, by its nature, would be deemed to be confidential by a reasonable person. Confidential information will not include information which is already known (without restriction) to the receiving party prior to the disclosure as evidenced by its written records; or is or becomes publicly known through no wrongful act of the receiving party; or is rightfully received from a third party without similar restriction and without breach of any obligation of confidentiality; or is independently developed by the receiving party without breach of this Agreement; or is furnished by one party to a third party without similar restriction on the third party; or is approved for release by written authorization of the disclosing party.

8.2 The parties will use the same standard of care (but at least a reasonable degree of care) as they use for their own confidential information not to disclose the other party's Confidential Information to any other person, firm, company or organization (other than their own employees having a need to know and consultants provided they are bound by a written agreement to protect the Confidential Information). Each party will promptly return or destroy (and certify that such destruction has taken place) all of the other party's Confidential Information and any copies, whether authorized or not, to the other upon the other's request at any time.

8.3 Should one party be compelled by law or be required to act in compliance with the legal requirement of a governmental agency to disclose the Confidential Information of the other party, that party will provide the other with reasonable prior notice of any request for disclosure and comply with any reasonable instructions as to such disclosure.

9.1 This Agreement shall remain in effect for a period of one year from the Commencement Date. This Agreement will not automatically renew and can only be extended with the consent of the parties in writing.

9.2 All provisions which by their nature are intended to survive the termination of this Agreement shall survive.

10.1 In the event of the failure of either party to fulfill any obligation under this Agreement, the remedy of the affected party is to request that the obligation be fulfilled. If that does not occur promptly and within thirty (30) days in addition to other remedies, the affected party may terminate this Agreement.

11.1 No warranties are express or implied, including, but not limited to, any implied warranties of merchantability and fitness for a particular purpose. Dell expressly disclaims all warranties except for the warranties expressly stated for spare parts.

11.2 The exclusive remedy and the entire liability in contract, tort or otherwise, under this service agreement is the performance of the Services described herein. If Dell is unable to perform such Services, Service Provider's entire remedy and Dell's entire liability will be the payment of actual damages not to exceed the monies paid by Service Provider or Customer to Dell under this Agreement.

11.3 Service Provider understands and agrees that Dell is not responsible for loss, destruction or damage to software or data even if it occurs as a consequence of advice or suggestions provided by Dell personnel.

11.4 Customer and Service Provider agree that Dell is not responsible for, and indemnify and hold Dell harmless from any and all loss, costs, claims, damages and expenses arising out of the provision of the Services by Service Provider for Customer and any failure of the Service Provider to provide the Services.

11.5 Neither party has any liability to the other parties for lost profits, loss of business or other consequential, special, indirect or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party.

12.1 Service Provider acknowledges and agrees that any parts, products, software or technology made available to Service Provider under this Agreement, or any product produced directly therefrom, are subject to the export control laws and regulations of the United States of America and/or those of other territories from which they were supplied and in which they are used. Service Provider further confirms that with respect to these parts, products, software or technology, it will not directly or indirectly export or re-export these items to CUBA, IRAN, IRAQ, NORTH KOREA, LIBYA, SYRIA and SUDAN. Lastly, Service Provider hereby certifies that the parts, products, software or technology are not to be supplied or otherwise made available to, or used, directly or indirectly, in any activity relating to the design, development, production or use of missiles, nuclear, chemical or biological purposes or to any of the entities listed in Section 740, Supplement No. 1 of the Export Administration Regulations or any individual, corporation or other entity similarly listed or designated by the U.S. Government.

12.2 If Service Provider intends to export any parts, products, software or technology made available to Service Provider under this Agreement, to any one of the following countries : Afganistan, Albania, Algeria, Andorra, Angola, Armenia, Azerbaijan, Bahrain, Belarus, Bosnia & Herzegovina, Bulgaria, Cambodia, People's Republic of China, Comoros, Croatia, Djibouti, Egypt, Estonia, Georgia, India, Israel, Jordan, Kazakhstan, Kuwait, Kyrgyzstan, Laos, Latvia, Lebanon, Lithuania, Macedonia (The Former Republic of), Mauritania, Moldova, Mongolia, Morocco, Oman, Pakistan, Qatar, Romania, Russia, Saudi Arabia, Serbia & Montenegro, Tajikistan, Tunisia, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, Vanuata, Vietnam and Yemen, Service Provider's export may be subject to additional export administration notice and/or export licensing requirements. Some of these requirements are contained in the U.S. Export Administration Regulations (15 CFR PARTS 730-774, and THE NATIONAL DEFENSE AUTHORIZATION ACT FOR FISCAL YEAR 1998 (PUB. L. 105-85, 111 STAT. 1932). The United States Government imposes strong penalties for failure to comply with these regulations.

13.1 Service Provider and Customer may not assign this Agreement without Dell's prior written consent. Dell may assign this Agreement to any entity owned or controlled by Dell Computer Corporation, Dell's parent.

13.2 Dell, Customer and Service Provider are independent contractors. Neither party will state, imply or knowingly permit anyone to infer that any other relationship exists between the parties.