Treasure Global(TGL)与马来西亚 PEPE CEMERLANG MARKETING 签订200万美元品牌营销咨询协议，可选择以股票支付

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 15, 2026
TREASURE GLOBAL INC
(Exact name of registrant as specified in its charter)
Delaware
001-41476
36-4965082
(State or other jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
276 5th Avenue
,
Suite 704 #739
New York
,
New York
10001
(Address of registrant’s principal executive office)
(Zip code)
+6012
643 7688
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.00001 per share
TGL
The
Nasdaq
Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01. Entry into a Material Definitive
Agreement.
On October 15, 2026,
Treasure Global Inc, a Delaware corporation (the “Company” or “TGL”), entered into the Brand Mastery & Market
Development Consultancy Agreement (the “Agreement”) with PEPE CEMERLANG MARKETING, a company incorporated under the laws of
Malaysia (Company Registration No. 202503132894) (the “Consultant”). The Agreement identifies the Company as having Registration
No. 7908921 and is effective as of October 15, 2026 (the “Effective Date”).
Under the Agreement,
the Company engaged the Consultant on a non-exclusive basis to provide brand strategy, brand identity development, and marketing and growth
execution services (collectively, the “Services”) described in Appendix A. Phase 1, Establish the Brand Foundation, covers
market, competitor and industry landscape study, consumer and target audience research, brand vision, mission, values and story, brand
architecture and positioning, messaging framework and tone of voice, brand strategy blueprint, positioning and messaging framework, consumer
research and insights report, naming and trademark screening report, and strategic brand roadmap. Phase 2, Craft Brand Identity, covers
visual identity, brand guidelines, corporate and outlet branding, digital brand direction, and brand launch preparation. Phase 3, Execute
Marketing and Growth, covers an integrated marketing strategy and KPI framework, social media, content and video production, paid advertising,
influencer and KOL campaigns, CRM, loyalty and referral programs, offline marketing and events, and performance reporting and governance.
The Consultant does not guarantee any specific commercial outcome and may engage third parties at its own cost, but remains responsible
for their acts and omissions.
Subject to the Company’s
reasonable satisfaction of the Deliverables, the Company will pay the Consultant a total Service Fee of United States Dollars Two Million
(USD 2,000,000.00). The milestone schedule is: Phase 1, Establish the Brand Foundation—USD 660,000 upon signing of the Agreement
and USD 200,000 upon completion and delivery of all Phase 1 Deliverables to the Company’s reasonable satisfaction; Phase 2, Craft
Brand Identity—USD 550,000 upon commencement of Phase 2 and USD 190,000 upon completion and delivery of all Phase 2 Deliverables
to the Company’s reasonable satisfaction; and Phase 3, Execute Marketing and Growth—USD 300,000 upon commencement of Phase
3 and USD 100,000 upon completion and delivery of all Phase 3 Deliverables to the Company’s reasonable satisfaction.
At the Company’s
sole and absolute discretion, each milestone may be paid by wire transfer in cash, by issuance of Shares to the Consultant or its nominee,
or through a combination of cash and Shares. If Shares are used, the number of Shares will equal the relevant portion of the milestone
divided by the last closing price of the Company’s common stock on The Nasdaq Stock Market on the trading day immediately preceding
the Company’s notice of its election to pay in Shares. Shares will be issued on a restricted stock basis for six (6) months from
issuance, within fifteen (15) days after the relevant payment date, with legends required by applicable securities laws; transfers during
the restricted period are subject to Rule 144 of the Securities Act and prior written notice to the Company. For cash payments, the Company
must provide at least fourteen (14) days’ prior notice of its election, and the cash component is payable within fourteen (14) days
after the Consultant’s delivery invoice, subject to the Consultant’s performance and the Company’s satisfaction of the
Deliverables. Each Party is responsible for its own taxes, and the Consultant bears applicable taxes on its supplies and services.
The Agreement has an
eighteen (18)-month Term commencing on the Effective Date and may be extended in writing. It provides for thirty (30) calendar days of
post-project support after the Term, including responses to reasonable queries, delivery of source and editable files, knowledge transfer,
and delivery of brand and campaign assets, subject to payment of the Service Fee in full. Either Party may terminate immediately for an
incurable or uncured breach (including a thirty (30)-day cure period), specified insolvency events, or mutual written agreement, and termination
may occur without liability if required by law or governmental directive. The Consultant is an independent contractor and may provide
similar services to others so long as there is no conflict of interest; the Company may obtain similar services from third parties. Upon
full payment of the Service Fee, the Work Product and related intellectual property vest in and are assigned to the Company, while the
Consultant retains its pre-existing intellectual property and grants a perpetual, irrevocable, non-exclusive, royalty-free, worldwide
license to any such intellectual property incorporated into the Work Product. Pending full payment, the Company has a non-exclusive, royalty-free
license to use the Work Product for internal business purposes. The Parties’ confidentiality obligations cover Confidential Information,
subject to customary exclusions, require return or destruction upon request or termination, and survive termination. Each Party provides
indemnification for specified breaches, misconduct and third-party claims, with indemnification obligations surviving termination. The
Agreement is governed by the laws of Malaysia, subject to the exclusive jurisdiction of the courts of Malaysia after a thirty (30)-calendar-day
good-faith consultation period, and includes written-notice, entire-agreement, written-amendment and assignment restrictions.
The foregoing description
of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
1
Item 3.02. Unregistered
Sales of Equity Securities.
The information set forth
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Under Clause 4.2 of the Agreement, the Company may
elect, in its sole and absolute discretion, to satisfy any milestone payment in Shares, in cash, or in a combination of cash and Shares.
If the Company elects to issue Shares as compensation for the Services, the number of Shares will be calculated by dividing the relevant
portion of the applicable milestone by the last closing price of the Company’s common stock on The Nasdaq Stock Market on the trading
day immediately preceding the date on which the Company notifies the Consultant of its election to pay in Shares. Any such Shares would
be issued within fifteen (15) days from the relevant payment date on a restricted stock basis for six (6) months from the date of issuance,
subject to Rule 144 of the Securities Act, and would bear a restrictive legend as required by applicable securities laws. During the restricted
period, the Shares may not be sold, transferred, pledged or otherwise disposed of except in compliance with Rule 144, and any transfer
or disposition requires prior written notice to the Company.
Item 9.01. Financial
Statements and Exhibits
(d) Exhibits
Exhibit
Description
10.1
Brand Mastery & Market Development Consultancy Agreement between Treasure Global Inc and PEPE CEMERLANG MARKETING
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 19, 2026
TREASURE GLOBAL INC.
By:
/s/ Pusparajan a/l Vadiveloo
Name:
Pusparajan a/l Vadiveloo
Title:
Chief Financial Officer
3

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EX-10.1
2
ea030904001ex10-1.htm
BRAND MASTERY & MARKET DEVELOPMENT CONSULTANCY AGREEMENT BETWEEN TREASURE GLOBAL INC AND PEPE CEMERLANG MARKETING
Exhibit 10.1
DATED 15 OCTOBER 2026
BETWEEN
TREASURE GLOBAL INC
(Registration No. 7908921)
(“the Company”)
AND
PEPE CEMERLANG MARKETING
[Company Registration No.202503132894]
(“the Consultant”)
Brand Mastery & Market Development Consultancy Agreement
THIS AGREEMENT
is made on the 15 October 2026 (“Agreement
Date”)
Between
TREASURE GLOBAL INC (Registration
No. 7908921)
a company incorporated in State of Delaware and having its service address at 275 5
th
Avenue, New York, NY
10001, USA (“the Company”) of the one part.
And
PEPE CEMERLANG MARKETING
[Company
Registration No. 202503132894] a company incorporated under the laws of Malaysia and having its business address at No. 6 Jalan SB 20,
Taman Sri Buntar, 28300 Triang, Pahang (“the Consultant”) of the other part.
The Company and Consultant are collectively
known as “the Parties” and individually as “the Party”.
RECITALS
:
(A)
The Consultant is an experienced consultant in the business of marketing and branding, public relations
services and other related to the branding development activities.
(B)
The Company desire to engage the Consultant to provide its Services (as defined hereunder) and the Consultant
desire to provide such Services (as defined hereunder) to the Company in accordance to the terms and conditions set forth herein.
NOW THEREFORE
, in consideration
of the mutual covenants and promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:
1.
Definitions and Interpretation
1.1
In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings
set out below:
Defined Term
Meaning
“Agreement”
this Brand Mastery & Market Development Consultancy Agreement, including all Appendices annexed hereto.
“Confidential Information”
has the meaning ascribed to it in Clause 10.
“Deliverables”
the deliverables to be produced and delivered by the Consultant under each Phase as set out in Appendix A.
“Effective Date”
the Agreement Date.
“Service Fee”
the total sum of United States Dollars Two Million (USD 2,000,000.00) payable to the Consultant in accordance with Clause 4.
“Services”
the brands strategy, brand identity development, and marketing and growth execution services described in Appendix A.
“Securities Act”
the Securities Act of 1933, as amended from time to time, and the rules and regulation promulgated thereunder
“Shares”
shares of common stock of the Company.
“Term”
the period of eighteen (18) months commencing on the Effective Date
“Work Product”
has the meaning ascribed to it in Clause 10.1.
1.2
Save to the extent that the context or the express provision of this Agreement otherwise requires:
(a)
word using singular or plural number also include the plural or singular number, respectively;
(b)
the terms “hereof”, “herein”, “hereby” and “hereto” and
other similar words refer to the entire Agreement and not any particular clause, schedule or any other subdivisions of this Agreement;
(c)
a reference to a “clause” or “schedule” is to a clause or schedule to this Agreement;
(d)
the word “include” or “including” shall be deemed to be followed with “without
limitation” or “but not limited” whether or not they are followed by such phrases or words of like part;
(e)
reference to any statues or statutory provisions shall be construed as a reference to the same as it may
have been, or may from time to time be, amended, modified or re-enacted;
(f)
reference to “this Agreement” or other agreement or document shall be construed as a reference
to such agreement or document as amended, modified or supplemental and in effect from time to time and shall include a reference to any
document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms;
(g)
the headings are for convenience only and shall be ignored in construing this Agreement;
(h)
reference to persons include their successors and any permitted transferees and assigns;
(i)
no rule of construction shall apply to the detriment of any party by reason of that party having control
and/or was responsible for the preparation of this Agreement or any part thereof;
(j)
whenever this Agreement refers to a number days, such reference shall be to calendar days unless business
days are specified;
2
(k)
in carrying out their obligation and duties under this Agreement, the Parties shall an implied obligation of good faith; and
(l)
each of the schedule and the appendices hereto shall form an integral part of this Agreement.
1.3
The Recitals set for the above are incorporated herein by refence and made a part of this Agreement as
if fully set forth herein.
1.4
The Schedules and Appendices to this Agreement shall be incorporated into and deemed part of this Agreement
and all reference to this Agreement shall include the Schedules and Appendixes to this Agreement.
1.5
Save for the definition of the U.S. Law, the word “law” or “laws” means any present
or future law and legislation and any constitution, decree, judgment, legislation, order, ordinance, statues, treaty directive, by-law,
rule or regulation to which this Agreement is governed (but excluding U.S. Law). In relation to the U.S. Law, it shall also constitute
any present or future law and legislation and any constitution, decree, judgment, legislation, order, ordinance, statues, treaty, directive,
by-law, rule or regulation of the United States of America. If the content requires that U.S. Law be included in the interpretation of
“law” or “laws”, such word shall be interpreted to include U.S. Law. Reference to any statutes or statutory provisions
shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted.
1.6
The documents comprising this Agreement shall be read in the following order or precedence:
(a)
the Clause of this Agreement;
(b)
the Schedules; and
(c)
the Appendixes;
and in the event of a conflict the document higher up in
the order of precedence shall prevails to the extents of such inconsistency.
2.
Appointment and Consultant Duties
2.1
The Company hereby engages the Consultant on non-exclusive basis, and the Consultant hereby accepts such
engagement, to provide to the Company certain Services in the areas of brand strategy, brand identity development, and marketing and growth
execution, as more particularly described in Appendix A hereto (collectively, the “Services”).
2.2
In the performance of the Services, the Consultant shall provide the Company with the benefit of its best
judgment and efforts and shall exercise the degree of skill, care and diligence reasonably expected of a competent professional consultant
experienced in the provision of services of a similar nature and scope.
2.3
The Consultant shall be entitled, in its discretion and at its own cost (unless otherwise agreed in writing),
to engage the services of any third party on behalf of the Company as may be reasonably required for the proper performance of the Services,
provided that the Consultant shall remain fully responsible and liable to the Company for the acts and omissions of any such third party.
3
2.4
The Parties acknowledge that the nature of the Services is such that the value thereof is not measurable
in any purely quantitative manner, and the Consultant does not guarantee any specific commercial outcome or result arising from the provision
of the Services.
2.5
The Consultant shall perform the Services in accordance with the timelines, milestones and methodology
set out in this Agreement and in Appendix A, and shall keep the Company reasonably informed of the progress of the Services throughout
the Term.
3.
Term
3.1
This Agreement shall commence on the date of execution hereof by both Parties (the “Effective Date”)
and shall remain in full force and effect for a continuous period of eighteen (18) months from the Effective Date, unless earlier terminated
in accordance with Clause 9 of this Agreement (the “Term”).
3.2
During the Term, each Party shall undertake and perform its respective obligations as set forth in this
Agreement and shall do all such acts and things as are reasonably necessary to ensure the successful performance of this Agreement.
3.3
The Term may be extended in writing, and the Parties may negotiation any additional terms applicable.
4.
Fees and Payment
4.1
In consideration of the Consultant’s performance of its obligations and the provision of the Services
pursuant to this Agreement, subject to the Company’s satisfaction of the Deliverables as stipulated in Appendix A, the Company shall
pay to the Consultant a total sum of
United States Dollars Two Million (USD 2,000,000.00)
(the “Service Fee”), payable
in accordance with the milestone schedule set out below.
Phase
Milestone
Trigger
Amount (USD)
Phase 1: Establish the Brand Foundation
1A
Upon singing of this Agreement
660,000
1B
Upon completion and delivery of all Phase 1 Deliverables to the Company’s reasonable satisfaction
200,000
Phase 2: Craft Brand Identity
2A
Upon commencement of Phase 2
550,000
2B
Upon completion and delivery of all Phase 2 Deliverables to the Company’s reasonable satisfaction
190,000
Phase 3: Execute Marketing and Growth
3A
Upon commencement of Phase 3
300,000
3B
Upon completion and delivery of all Phase 3 Deliverables to the Company’s reasonable satisfaction
100,000
4.2
Each milestone payment shall, at the sole and absolute discretion of the Company, be settled:
(a)
in cash by wire transfer to the Consultant’s designated bank account;
(b)
by the issuance of shares of common stock of the Company (the “Shares”) to the Consultant or its nominee; or
4
(c)
a combination of cash and Shares, with the proportion determined by the Company
and the Consultant hereby acknowledges
and agrees that the election of payment method shall be at the Company’s sole and absolute discretion for each payment milestone.
4.3
If the Company elects to satisfy any milestone payment in Shares:
(a)
the number of Shares shall be calculated by dividing the relevant portion by the last closing price of
the Company’s common stock on the Nasdaq Stock Market on the trading day immediately preceding the date on which the Company notifies
the Consultant of its election to pay in Shares;
(b)
the Shares shall be issued on a restricted stock basis for a period of six (6) months from the date of
issuance, subject to compliance with Rule 144 of the Securities Act;
(c)
the Company agrees to issue and allot the relevant Shares within fifteen (15) days from the relevant payment
date;
(d)
certificates or book entries representing the Company’s Shares shall bear a restrictive legend as
required by applicable securities laws. The Consultant acknowledges and agrees that, during the restricted period of six (6) months, it
shall not sell, transfer, pledge or otherwise dispose of the Company’s Shares except in compliance with Rule 144 of the Securities
Act. Any transfer or dispositions shall be subject to prior written notice to the Company;
(e)
upon expiration of six (6) months restricted period and upon compliance with the requirements of Rule
144 of the Securities Act, the restrictions on the Company’s Shares shall be released and the Consultant may transfer or dispose
of the Company’s Shares subject to the Securities Act and any other applicable laws; and
(f)
the Consultant acknowledges that the Shares may constitute “restricted securities” under the
Rule 144 and may not be resold absent registration or applicable exemption.
4.4
If the Company elects to satisfy any payment in cash, the Company shall notify the Consultant of its election
as to the mode of payment not less than fourteen (14) days prior to the date on which the relevant milestone payment falls due.
4.5
Subject to the Consultant’s observance of its obligations under Appendix A and the Company’s
reasonable satisfaction of the Deliverables as described in Appendix A hereto, the cash component (if any) of each milestone payment shall
be due and payable within fourteen (14) days from the date of the delivery invoice issued by the Consultant.
4.6
Applicable Taxes
4.6.1
All taxes, duties and charges of any kind imposed on any of the Parties and/or their officers, agents,
employees or representative by any competent tax authority in connection with the performance of work under this Agreement shall be sole
responsibility of such Party concerned.
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4.6.2
For any imposition now or hereafter by the relevant authorities of the applicable tax or any tax of similar
nature pursuant to applicable taxation legislation on any supplies or services made by the Consultant under this Agreement, the Consultant
shall be responsible for and shall bear and pay such taxes in accordance with applicable law, regulation and guidelines.
5.
Post-Project Support
5.1
Upon completion of the Term, the Consultant shall, subject to Clause 5.3 below, provide the Company with
the following post-project support:
(a)
thirty (30) calendar days of post-project support commencing on the day immediately following the expiry
of the Term, during which the Consultant shall respond to reasonable queries from the Company relating to the brand identity, marketing
assets and Deliverables produced under this Agreement;
(b)
handover of all source files, editable assets, working files and final production files relating to the
Deliverables, in industry-standard formats reasonably specified by the Company;
(c)
a knowledge transfer and internal team briefing session, to be conducted remotely or in person as agreed
between the Parties, to enable the Company’s internal team or successor consultants to maintain and build upon the Work Product;
and
(d)
delivery of all brand and campaign assets produced during the Term, in organised and clearly labelled
file structures.
5.2
Any request for support, revisions or additional work falling outside the scope described in Clause 5.1
or made after the expiry of the thirty (30) day post-project support period shall be subject to a separate written agreement between the
Parties, with scope and fees to be agreed prior to commencement.
5.3
The Consultant’s obligations under this Clause 5 are conditional upon the Company having paid the
Service Fee in full in accordance with Clause 4. Where any portion of the Service Fee remains outstanding at the expiry of the Term, the
Consultant shall not be obliged to deliver source files, editable assets or campaign assets until such outstanding amounts have been settled.
6.
Company Duties
6.1
The Company agrees to the following obligations in connection with the Consultant’s performance of the Services:
(a)
the Company shall disclose to the Consultant any and all information the Company deems pertinent and necessary
to the Services to be performed hereunder;
(b)
the information supplied by the Company to the Consultant shall be from dependable and reliable sources
and shall be true and accurate in all material respects; and
(c)
the Company shall notify the Consultant promptly of any material change in the information previously
provided that may affect the performance of the Services.
6
7.
Relationship of the Parties and Non-Exclusivity
7.1
The Consultant is an independent contractor. Neither the Consultant nor any of its employees, officers,
directors, representatives, managers, principals, members or agents (the “Consultant Affiliated Persons”) is, or shall hold
itself out as, an employee or officer of the Company or any of the Company’s subsidiaries.
7.2
Nothing in this Agreement shall create or be deemed to create an employment relationship between the Company
and the Consultant or any Consultant Affiliated Person, nor shall anything herein be deemed to constitute an agency relationship or a
partnership between the Company and the Consultant for any purpose whatsoever.
7.3
The Company acknowledges that the Consultant may provide advisory, branding and marketing services to
other individuals and entities. The Consultant is not prevented or barred from rendering services of the same or a similar nature to any
other individual or entity, provided that such engagements do not create a conflict of interest with the Consultant’s obligations
under this Agreement.
7.4
Nothing herein shall prevent the Company from providing for itself, or obtaining from any third party,
at any time during or after the Term, services of any type analogous, similar or comparable to the Services described herein.
8.
Intellectual Property
8.1
All intellectual property rights (including copyrights, design rights, trademarks, trade names, logos,
patents and any other proprietary rights) in and to any work product, deliverables, materials, designs, concepts, strategies, documentation
and assets created, developed or produced by the Consultant (whether alone or jointly with the Company) in the course of performing the
Services under this Agreement (collectively, the “Work Product”) shall, upon full payment of the entire Service Fee, vest
in and be the absolute property of the Company.
8.2
Upon full payment of the Service Fee, the Consultant hereby assigns (and to the extent such assignment
can only take effect in equity, agrees to assign) to the Company all right, title and interest in and to the Work Product, including all
intellectual property rights therein, free from all encumbrances.
8.3
The Consultant shall execute all documents and do all acts and things as may be reasonably required by
the Company to give effect to the assignment contemplated by this Clause 8, at the Company’s cost.
8.4
Pending full payment of the Service Fee, the Company shall have a non-exclusive, royalty-free licence
to use, reproduce and modify the Work Product solely for the Company’s internal business purposes.
8.5
The Consultant shall retain ownership of any pre-existing intellectual property, tools, frameworks, methodologies
and know-how owned by the Consultant prior to the Effective Date or developed independently of this Agreement (the “Consultant Pre-Existing
IP”). To the extent that any Consultant Pre-Existing IP is incorporated into the Work Product, the Consultant hereby grants to the
Company a perpetual, irrevocable, non-exclusive, royalty-free, worldwide licence to use, reproduce, modify and sublicence such Consultant
Pre-Existing IP solely as part of or in connection with the Work Product.
7
8.6
The Consultant represents and warrants that the Work Product shall be original and shall not infringe
the intellectual property rights of any third party, and that the Consultant has full authority to assign the Work Product to the Company
in accordance with this Clause 8.
9.
Termination
9.1
Without prejudice to any other rights that the Parties may have under this Agreement or at law, either
Party may terminate this Agreement immediately by notice in writing upon the occurrence of any of the following events:
(a)
where a Party is in breach of this Agreement which is incapable of being remedied, or where the breach
is capable of being remedied and the breaching Party fails to remedy the breach within thirty (30) days of receiving written notice to
remedy, including but not limited to where:
(i)
a Party materially breaches any of its obligations, warranties,
representations or undertakings as set forth in this Agreement;
(ii)
a Party unreasonably delays the performance of its obligations; or
(iii)
a Party’s action or inaction is contrary to the purpose and objective of this Agreement;
(b)
where the other Party:
(i)
becomes or threatens to become or is in jeopardy of becoming subject to any form of insolvency administration;
(ii)
ceases or threatens to cease conducting its business, and in the case of the Consultant where it ceases to operate as a provider of
the Services;
(iii)
convenes any meeting of its creditors;
(iv)
passes a resolution or suffers a petition for winding up;
(v)
has a liquidator or receiver appointed over the whole or any part of its assets; or
(vi)
takes similar actions under the laws of any jurisdiction for the general benefit of creditors; or
(c)
by mutual written agreement of both Parties.
9.2
This Agreement shall be terminated immediately without liability to either Party if such termination is
necessitated by law or by any order or directive from any lawful, regulatory, governmental or statutory authority having jurisdiction
over the matters herein, or if such directive expressly prohibits either Party from performing its obligations under this Agreement.
10.
Confidentiality
10.1
The Parties acknowledge and agree that all Confidential Information disclosed by or on behalf of the party disclosing such information
(the “Disclosing Party”) shall remain the property of the Disclosing Party. The party receiving Confidential Information
shall be the “Receiving Party.”
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10.2
The Receiving Party shall not, without the prior written consent of the Disclosing Party, disclose, publish
or otherwise disseminate any Confidential Information to any third party, except as required by law or court order.
10.3
Tangible forms of Confidential Information shall not be copied, in whole or in part, without the Disclosing
Party’s prior written consent, except for a reasonable number of copies necessary to carry out the purposes of this Agreement.
10.4
The Receiving Party shall not sell, develop or otherwise exploit any products, services, documents or
information embodying, in whole or in part, any Confidential Information, except as contemplated by this Agreement.
10.5
“Confidential Information” means all of any other information labelled as ‘Confidential’,
‘Private and Confidential’, ‘P&C’ or with any other similar phrases or words in any and all mediums, whether
oral, written or otherwise, including but not limited to, any data, manner of operations of business, standard operational procedures,
ideas, techniques, designs, music, sound, photographic images, videography, graphics, computer software, coding, programs, marketing strategies,
advertising plans, business analysis, any written or oral data, files, agreement, contract, memorandum, any negotiation record on any
device, any information and forecasts, technology, know-hows, inventions, discoveries, designs, processes, formulations, models, equipment,
arithmetic, algorithms, software programs, interfaces, documents, ideas, concepts, specifications, information concerning research and
development work, trade and/or business secrets, current, planned or proposed products, marketing and/or business plans, forecasts, projections
and analyses, financial statements, financial information, prices, customer information, site information and intellectual property;
10.6
Confidential Information does not include information that: (a) was known to the Receiving Party prior
to disclosure and was not obtained from the Disclosing Party; (b) is or becomes publicly available through no wrongful act of the Receiving
Party; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is approved in writing
for release by the Disclosing Party.
10.7
Upon expiry or termination of this Agreement, or at the Disclosing Party’s request, the Receiving
Party shall promptly return all tangible forms of Confidential Information and destroy all intangible forms in accordance with the Disclosing
Party’s directions.
10.8
The obligations under this Clause 10 shall survive the expiry or termination of this Agreement.
11.
Indemnification
11.1
Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other
Party and its respective employees, agents, officers and directors (collectively, the “Indemnified Persons”) from and against
all losses, damages, liabilities, actions, proceedings, costs, claims, demands and expenses (including reasonable legal and other professional
fees and disbursements) sustained or incurred by any Indemnified Person directly or indirectly arising out of or in connection with:
(a)
any breach by the Indemnifying Party of any provision, representation, warranty or undertaking contained
in this Agreement or of any applicable law, regulation, rule, order or approval;
(b)
any wilful, unlawful or negligent act or omission of the Indemnifying Party or its directors, officers,
employees or independent contractors in connection with this Agreement; or
(c)
any claim brought by a third party against any Indemnified Person to the extent arising from the acts,
omissions or defaults of the Indemnifying Party in the performance or non-performance of its obligations under this Agreement.
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11.2
The Indemnified Person seeking indemnification shall provide the Indemnifying Party with prompt written
notice of any claim, shall grant the Indemnifying Party reasonable control over the defence and settlement of such claim (provided that
no settlement shall be entered into without the prior written consent of the Indemnified Person, such consent not to be unreasonably withheld),
and shall provide reasonable cooperation at the Indemnifying Party’s cost.
11.3
The obligations of the Parties under this Clause 11 shall survive the expiry or termination of this Agreement.
12.
Miscellaneous
12.1
Waiver. No right of any Party under this Agreement shall be deemed to be waived except by notice in writing
signed by the Party granting the waiver. The waiver of any right shall not prejudice the rights of that Party in respect of any subsequent
breach of this Agreement.
12.2
Severability. Each provision of this Agreement is severable. If any provision is or becomes illegal, invalid
or unenforceable under any applicable law, the remaining provisions shall not be affected or impaired and shall continue in full force
and effect.
12.3
Variation. No variation of any provision of this Agreement shall be effective unless made in writing and
signed by both Parties.
12.4
Assignment and Sub-contracting. Neither Party may assign, transfer, sub-contract, novate or otherwise
dispose of any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other
Party, except to any related corporation that agrees to assume the obligations hereunder.
12.5
Cumulative Rights. The rights and remedies provided in this Agreement are cumulative and not exclusive
of any rights or remedies provided by law or in equity.
12.6
Costs. Each Party shall bear its own legal fees and costs in relation to the negotiation, preparation
and execution of this Agreement.
12.7
Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the
laws of Malaysia. The Parties submit to the exclusive jurisdiction of the courts of Malaysia for the resolution of any dispute arising
out of or in connection with this Agreement. The Parties agree to first attempt to resolve any dispute through consultation and negotiation
in good faith within thirty (30) calendar days from the occurrence of the dispute. If the dispute is not resolved within such period,
either Party may commence proceedings in the courts of Malaysia.
12.8
Entire Agreement. This Agreement, together with the Appendices annexed hereto, constitutes the entire
agreement between the Parties with respect to the subject matter hereof and supersedes all prior written or oral agreements, representations
and understandings between the Parties relating thereto.
12.9
Counterparts. This Agreement may be executed by facsimile, PDF, digital signature, electronic signature
and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
12.10
Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given if delivered
personally, sent by registered post, or sent by electronic mail to the address of the relevant Party as set out in this Agreement (or
such other address as a Party may notify the other in writing from time to time). A notice sent by registered post shall be deemed received
five (5) business days after posting, and a notice sent by electronic mail shall be deemed received on the date of transmission, provided
no delivery failure notification is received by the sender.
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IN WITNESS WHEREOF
the Parties hereto have executed
and delivered this Agreement to be effective as of the day and year first written above.
THE COMPANY
Executed for and on behalf of the
/s/ TEO CHONG CHAN
TREASURE GLOBAL INCORPORATION
Name:
TEO CHONG CHAN
(Delawarean Secretary of
Position:
Chief Executive Officer
State File No. 7908921)
THE CONSULTANT
Executed for and on behalf of the
/s/ CHAM YON FONG
PEPE CEMERLANG MARKETING
Name:
CHAM YON FONG
[Company Registration
No. 202503132894]
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APPENDIX A
(To be taken, read and construed as
an essential part of this Agreement)
SCOPE
OF WORK AND DELIVERABLES
Phase
Description
Deliverables
1
1.
Market & Competitive Intelligence
(a)
Brand Strategy Blueprint – Complete strategic direction covering vision, mission, values and brand story.
(a)
Market, Competitor & Industry Landscape Study – Regional and international benchmarking of cigar lounges, premium lifestyle
and members’ club brands to identify white space and positioning opportunities.
(b)
Positioning & Messaging Framework – Documented positioning
statement, messaging pillars and tone-of-voice guide.
(b)
Consumer & Target Audience Research – Qualitative interviews, surveys and persona mapping across existing members and prospective
high-value segments to inform strategy.
(c)
Consumer Research & Insights Report – Findings from audience research and persona development.
2.
Brand Strategy Development
(d)
Naming & Trademark Screening Report – Summary of naming recommendations and preliminary trademark checks.
(a)
Brand Vision, Mission, Values & Brand Story – Foundational
narrative development, workshopped and validated with founders and the leadership team.
(e)
Strategic Brand Roadmap – Phased rollout plan aligned to the Company’s outlet expansion timeline.
(b)
Brand Architecture & Positioning Strategy – Master brand versus outlet/sub-brand naming framework, built to scale across current
and future locations.
(c)
Brand Messaging Framework & Tone of Voice – Core messaging pillars, tagline direction and tone-of-voice guide for all member
and public-facing communication.
3.
Brand Foundation Documentation
(a)
Brand Naming Consultation & Trademark Screening – Naming
support for new outlets and sub-brands with preliminary domain and trademark availability checks.
(b)
Competitive Differentiation & Value Proposition Workshop –
Facilitated stakeholder alignment sessions to lock the brand’s core promise and points of difference.
(c)
Strategic Brand Roadmap – An 18-month brand rollout plan sequenced
against the outlet expansion timeline across current and upcoming locations.
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2
1.
Visual Identity Design
(a)
Logo Suite & Visual Identity System – Primary and secondary
logo lock-ups, colour palette and typography system.
(a)
Full
Visual Identity System – Logo suite, iconography, colour palette, typography and pattern/motif language across all
applications.
(b)
Brand Guidelines Book – Complete visual and verbal usage standards for internal and external partners.
(b)
Brand Guidelines (Brand Book) – Comprehensive usage rules, tone
of voice and visual standards for internal teams, agencies and franchise partners.
(c)
Corporate Stationery & Templates – Business cards, letterhead, decks and presentation templates.
2.
Brand Collateral & Physical Assets
(d)
Outlet Signage & Environment Concepts – Design direction for outlet interiors and signage.
(a)
Corporate Brand Assets Company profile deck, investor/partner presentation
template, letterhead and business stationery suite.
(e)
Digital Branding Direction Package – UI/UX design language for the website and membership app.
(b)
Retail & Outlet Environment Branding - Signage concepts and interior
branding cues to keep every outlet visually consistent as the network grows.
(f)
Brand Launch Toolkit – Key visuals, messaging and press kit assets ready for rollout.
(c)
Packaging & Merchandise Design Direction – Design direction for cigar
accessories, member gifting and retail merchandise lines.
3.
Digital Brand Direction
(a)
Website & App UI/UX Branding Direction – Visual language,
design system and component direction for the membership app and corporate website.
(b)
Social Media Branding Foundation – Profile assets, branded content
templates and a content style guide across all platforms.
4.
Brand Launch Preparation
(a)
Brand Launch & Repositioning Toolkit – Launch messaging,
key visuals and press kit assets to support the public unveiling of the new identity.
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3
1.
Strategy & Planning
(a)
Marketing Strategy & KPI Framework – Documented 12-month
marketing plan with channel and budget guidance.
(a)
Integrated
Marketing Strategy & KPI Framework – A 12-month always-on marketing plan with channel mix, budget allocation guidance and measurable
KPI targets.
(b)
Content Calendar & Published Content – Ongoing social content
produced and published across channels.
2.
Content & Social
(c)
Video Content Library – Short-form video series and member/outlet
feature content.
(a)
Social Media Management & Content Execution – Ongoing content
calendar planning, copywriting and publishing across all brand social channels.
(d)
Paid Media Campaign Reports – Performance reporting across all
paid advertising channels.
(b)
Content & Video Production – Short-form episodic video series,
outlet features and member story content for social and app use.
(e)
Influencer Campaign Summary – Reporting on KOL partnerships and
campaign outcomes.
3.
Paid Media & Influencer
(f)
CRM & Loyalty Program – Configured loyalty tiers, referral
mechanics and retention campaigns.
(a)
Paid Advertising Setup & Management – Campaign setup, targeting,
optimisation and reporting across Meta, Google and programmatic channels.
(g)
Event & Activation Reports – Summary of offline activations
and outlet launch events.
(b)
Influencer & KOL Campaign Management – Sourcing, negotiation
and campaign management with regional lifestyle, F&B and premium-segment KOLs.
(h)
Performance Dashboards – Monthly and quarterly reporting dashboards
for leadership review.
4.
Retention & Offline Activation
(a)
CRM, Loyalty & Referral Program – Design and execution of
member retention, loyalty tiering and referral campaigns tied to the membership app.
(b)
Offline Marketing & Event Strategy – Outlet launches, flagship
event-style activations and sponsorship management across existing and new outlets.
5.
Reporting & Governance
(a)
Performance Reporting & Quarterly Governance – Monthly performance
dashboards and quarterly strategy review sessions with leadership.
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