Book Illustration Contract Prepared for: Prepared by: Shailaja Guillory Valentina Wong Book Illustration Contract This Book Illustration Contract (hereby referred to as the “Contract”) is entered on 28 December 2021 between Shailaja Guillory, of Jalan Tun Teja 35/6, Alam Impian 40470 Shah Alam, Selangor (hereby referred to as the “Client”) and Valentina Wong, of 21 Jalan Akuatik 13/76B 40100 Shah Alam, Selangor (hereby referred to as the “Illustrator”). The Client and the Illustrator shall be collectively referred to as “Parties” and individually as “Party”. The Client wishes to engage the Illustrator in designing and illustrating for the Client's book (tentatively named "Wisdom's Daughter", as elaborated in this Contract. The Parties hereby agree to the below terms and conditions: Terms of the Contract 1. Scope of Work The Illustrator agrees to provide the following services: Storyboard for the Whole Book Character Design for no more than (to be confirmed) Characters Design and illustrate no more than 95 illustrations for the Book 2. Term This Contract shall commence as of the Effective Date following the acceptance of the Contract. 3. Deliverables There will be a profit sharing of 45% for the Illustrator based on book sales from audited account, with a minimum of US$(to be agreed) Service Timeline Mode of Delivery File Type Illustrations to be agreed Email PNG Character Designs to be agreed Email PNG Storyboard for the Book to be agreed EMail PNG Remarks 4. Payment Policy 1. The Client to submit sales report to the Illustrator on the 5th of each month (or 5 days from the date any reports submitted to her from different sales channels). An annual audited report must be provided to verify the sales amount. 2. The illustrator to be paid within 14 days of sales report. 3. The illustrator has the right to demand to cease sales of the book if her share is not paid after 30 days of the due date. 4. The Client is not allowed to use any of the designs or illustrations for any other purposes other than the abovementioned book, without prior approval of the illustrator. 5. Client Approval 1. The Client shall be notified for approval upon any or all services provided under this Contract for finalization and submission. 2. The number of revisions, the Client is entitled to, is THREE. 3. Additional Revisions will be charged at RM20/illustration or design 6. Confidentiality All confidential information that is communicated to and obtained by the Illustrator from the Client in connection with performing the scope of services under this Contract shall be held by the Illustrator in full trust. At no time will the Illustrator use any confidential information obtained through conducting this service contract either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner to any third party. This provision shall continue to be effective after the termination of this Contract. 7. Cancellation 1. This Contract may be cancelled/terminated by either Party submitting a written notice to the other Party or may immediately be cancelled under the following circumstances: a. If there is a failure to make a required payment when due b. In the event of bankruptcy by either Party c. The failure to make available or deliver the services in the time and manner as described in this Contract. 2. Upon termination of this Contract, the Illustrator shall cease reproducing, advertising, marketing, and distributing any material or information pertaining to the Client immediately. 8. Limitation of Liability Under no circumstances shall either Party be liable to the other Party or any third party for any damages or any special, indirect, or consequential damages, that might result from any part of this Contract such as, but not limited to, loss of profit, revenue, or failure in the delivery of services. 9. Representation and Warranties 1. The Illustrator represents and warrants that it has the right to enter into and perform this Contract. 2. The Illustrator further represents and warrants that it is the rightful owner; and therefore has the right to utilize and distribute the designs created for the Client. 3. The Illustrator warrants to take full responsibility and repay associated damages if it uses any third party's existing intellectual property. 4. The Illustrator warrants it shall adhere to the requested deadline and comply in any other manner by which the Client's requirements shall be fulfilled. 10. Ownership of Rights The Client continues to own any and all proprietary information it shares with the Illustrator during the term of this Contract. The Illustrator has no rights to this proprietary information and may not use it except to complete the Illustration services. Upon completion of the Contract, the Illustrator will own the final Design Deliverables. 11. Miscellaneous 1. Assignability: Neither Party may assign this Contract or the rights and obligations thereunder to any third party without the prior express written approval of the other Party which shall not be unreasonably withheld. 2. Notices: Any notice required to be given to the Client shall be delivered by certified mail, personal delivery, or overnight delivery paid for by the Company. 3. Force Majeure: Neither Party shall be liable for any failure in performance of the obligation under this Contract due to cause beyond that Party's reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event. 4. Modification: No modification of this Contract shall be made unless in writing, signed by both parties. 5. Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the termination. 6. Governing Law and Jurisdiction: Malaysia 7. Legal and Binding Contract: This Contract is legal and binding between the Parties as stated above. This Contract may be entered into and is legal and binding in the Kuala Lumpur, Malaysia. The Parties each represent that they have the authority to enter into this Contract. 8. Entire Agreement: This Contract constitutes the entire understanding of the Parties, and revokes and supersedes all prior Contracts between the Parties and is intended as a final expression of their Contract. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Contract. This Contract shall take precedence over any other documents which may conflict with this Contract. Acceptance and Signature The Parties signing this Contract represent and warrant that they are duly authorized and have the legal capacity to execute and deliver this Contract. [Illustrator] [Client] Signature: Signature: Name: Name: Date: Date: THANK YOU