Development Fee Agreement Template for Malaysia

A Development Fee Agreement is essential for projects where a developer provides development management services in exchange for fees. This document, governed by Malaysian law, establishes the commercial and legal framework for the development relationship, including detailed service scope, fee structures, and payment mechanisms. It's particularly important in complex development projects where clear delineation of responsibilities and compensation is crucial. The agreement must comply with Malaysian legislation, including the Contracts Act 1950 and CIPAA 2012, while addressing specific development industry requirements. It's commonly used in various development scenarios, from commercial and residential projects to mixed-use developments, and can be adapted for different project scales and complexities.

1. Parties: Identification of the developer and client, including registration numbers and registered addresses

2. Background: Context of the agreement, including project overview and parties' intentions

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Appointment and Scope: Formal appointment of developer and detailed scope of development services

5. Developer's Obligations: Core responsibilities and duties of the developer

6. Client's Obligations: Key responsibilities and duties of the client

7. Development Fee: Fee structure, calculation method, and payment terms

8. Payment Terms: Detailed payment procedures, timing, and CIPAA compliance requirements

9. Project Timeline: Development schedule, milestones, and completion dates

10. Variations: Process for handling changes to scope or services

11. Intellectual Property: Ownership and rights to development plans and materials

12. Confidentiality: Protection of confidential information and trade secrets

13. Termination: Grounds and process for agreement termination

14. Liability and Indemnity: Limitation of liability and indemnification provisions

15. Force Majeure: Handling of events beyond parties' reasonable control

16. Dispute Resolution: Process for resolving disputes, including CIPAA procedures

17. Governing Law: Malaysian law as governing law and jurisdiction

18. General Provisions: Standard boilerplate clauses including notices, assignment, and severability