Title KPUM x SKRINE Contract Drafting Competition Problem Question 2024 ✅

Background Information 1. Perosatu Sdn Bhd (“Perosatu”) is a distinguished local vehicle manufacturing company with a wide consumer base across several countries in Southeast Asia. They manufacture and sell ICE (internal combustion engine) cars under the well-known “Perosatu” brand which is a registered trademark in Malaysia, Singapore, Thailand, and Indonesia. Perosatu has also registered its distinctive logo, comprising five interlocking rings, as a trademark in the same jurisdictions. 2. Yesla Sdn Bhd (“Yesla”), a company based in Malaysia, specialises in the manufacturing of electric motorcycles (“e-bikes”). Globally recognised for its high-quality e-bikes, Yesla has cultivated a strong brand presence for its e-bikes sold under the “Yesla” brand. Yesla is a registered trademark in many countries, such as in the People’s Republic of China, United States, United Kingdom, Canada, and Malaysia. Notably, Yesla is headed by visionary billionaire Yi Long Ma, who is well-known for his insightful posts on popular social media website, Y.com. 3. In an effort to capitalise on the recent hype surrounding green and sustainable transport and to bolster its environmental, social, and governance (ESG) rating, Perosatu intends to diversify its product portfolio by entering the e-bike market. The company aims to introduce the “Perosatu'' branded e-bikes, with plans for an initial launch in Malaysia by the fourth quarter of 2025. As Perosatu’s expertise lies in the manufacture of ICE cars, Perosatu has initiated discussions with Yesla to explore collaboration opportunities. Yesla has expressed willingness to design and manufacture e-bikes under the “Perosatu” brand, subject to the execution of a design and build agreement by the third quarter of 2024. Client’s Instructions 4. Perosatu is a long-term client of the firm and you have been instructed to prepare a first working draft of the design and build agreement to be entered into between Perosatu and Yesla (“Agreement”) for the potential collaboration between the two parties. 2

assistance as Perosatu may request in connection with the transition of the design and/or manufacture of e-bikes to a third party, at no cost. i) Use of branding and logo: Perosatu will grant to Yesla the right to use its branding and logos for the purposes of carrying out Yesla’s obligations pursuant to the Agreement. This includes, among others, to affix Perosatu’s brand name and logo onto the e-bikes. Perosatu has asked that you propose clauses to ensure that Yesla does not use its intellectual property in a manner which may hurt Perosatu’s reputation. j) Insurance: Perosatu seeks your advice on which party should be responsible for maintaining insurance for the products and wants you to draft the relevant clause. k) ESG considerations: As Perosatu is desirous of increasing its ESG rating, especially by advertising itself as a “green” company. It wants to ensure that the manufacture of the e-bikes is done so in a manner that allows Perosatu to claim that the e-bikes are environmentally friendly and manufactured in an environmentally friendly manner. l) Confidentiality: In order to provide its services to Perosatu, Yesla will have access to confidential and proprietary information belonging to Perosatu and vice versa. As such, Perosatu is very keen on ensuring that there are customary and robust provisions in the Agreement to protect the confidentiality of such information. m) Governing law and dispute resolution: Subject to your views, Perosatu is flexible on the choice of governing law and dispute resolution mechanism. Client’s Wants a) Delivery timeline: Perosatu insists on having 10,000 e-bikes ready for sale by the fourth quarter of 2025. b) Branding restrictions: Perosatu wishes to emphasise that under no circumstance will Yesla be permitted to attach its branding onto the e-bikes, nor will Yesla be permitted to design the e-bikes in such a way as to indicate that they were manufactured by or are being sold by Yesla. The Agreement should explicitly state this restriction to safeguard Perosatu's branding and market identity. c) Confidentiality and non-disclosure: Perosatu emphasises the need for robust confidentiality provisions to keep its plans to sell e-bikes confidential until the fourth quarter of 2025 launch. Provisions must guard against unauthorised disclosures, especially considering any potential risk given Yi Long Ma’s propensity to post about Yesla and its achievements or technological breakthrough on Y.com. 4