MEMORANDUM OF UNDERSTANDING

Explore & Chill at Brickendonbury Estate

Between

Tun Abdul Razak Research Centre
(“TARRC”)

and

Explore & Chill [legal entity to be inserted]
(“Explore & Chill”)

Date: [●]

Initial Operational Period: Six months from the agreed Operational Commencement Date

1. PURPOSE

This Memorandum of Understanding (“MOU”) establishes a framework under which TARRC and Explore & Chill can work together to test the initial phase of the proposed Explore & Chill at Brickendonbury Estate partnership.

The parties share the objective of exploring whether presently under-utilised parts of Brickendonbury Estate can be used more effectively to:

  • reduce the long-term cost burden associated with operating and maintaining the Estate;

  • create sustainable new commercial activity and recurring income;

  • improve the utilisation, care and presentation of the Estate;

  • support the conservation and long-term future of the Grade II listed house, historic landscape and grounds;

  • create appropriate wellbeing, hospitality, cultural and membership activities;

  • strengthen links between Britain and Malaysia;

  • complement, rather than interfere with, TARRC’s scientific, research, consultancy and commercial activities; and

  • establish practical and financial evidence upon which the parties can decide whether subsequent phases should proceed.

This MOU is intentionally limited to an initial controlled operating phase.

The parties are agreeing to start — not committing today to everything that may subsequently follow.

2. THE INITIAL SIX-MONTH PHASE

The first operational phase will run for six months from an Operational Commencement Date agreed in writing between the parties.

Its principal purpose will be to establish and operate:

The Little Rubber Tree Café

together with a limited range of supporting activities agreed between the parties.

The six-month phase is intended to provide real operating evidence concerning:

  • customer demand;

  • membership demand;

  • café revenues and margins;

  • operating costs;

  • Estate utilisation;

  • access and security arrangements;

  • interaction with TARRC’s existing operations;

  • staffing requirements;

  • visitor behaviour;

  • commercial opportunities;

  • operational risks; and

  • the potential economics of subsequent phases.

The initial phase is therefore a live operational trial, rather than a commitment to the complete long-term Explore & Chill vision.

3. THE LITTLE RUBBER TREE CAFÉ

TARRC will permit Explore & Chill to establish and operate The Little Rubber Tree Café within the area of Brickendonbury House mutually identified for that purpose.

Explore & Chill may, subject to reasonable agreement with TARRC:

  • install café equipment;

  • provide furniture and furnishings;

  • install removable signage and branding;

  • install appropriate IT, Wi-Fi, EPOS, ordering and payment systems;

  • provide display equipment;

  • provide food preparation, storage and service equipment;

  • introduce decorative items and removable fittings appropriate to the character of the building;

  • use agreed external seating areas;

  • undertake marketing and promotional activity;

  • recruit and train staff;

  • establish appropriate suppliers;

  • establish online ordering, booking and membership facilities; and

  • undertake other minor activities reasonably necessary to establish and operate the café.

The intention is to allow Explore & Chill sufficient operational freedom to establish a professional commercial operation without creating unnecessary bureaucracy for routine operational decisions.

4. PROTECTION OF BRICKENDONBURY HOUSE

The parties acknowledge that Brickendonbury House is a Grade II listed building.

Nothing in this MOU authorises Explore & Chill to undertake works requiring listed building consent, planning permission or other statutory approval.

During the initial phase, Explore & Chill will therefore favour:

  • reversible installations;

  • freestanding furniture;

  • removable equipment;

  • sympathetic decoration;

  • temporary or removable signage; and

  • interventions which do not materially affect the historic fabric of the building.

Any structural alteration, penetration of historic fabric, permanent fixing or other material alteration will require TARRC’s prior written approval and any necessary statutory consent.

The parties intend that any work undertaken should support rather than compromise the long-term conservation of Brickendonbury.

5. TARRC SCIENTIFIC AND COMMERCIAL OPERATIONS

The parties recognise that TARRC is first and foremost an internationally recognised rubber research, testing and consultancy organisation.

The Explore & Chill operation will therefore be designed around the principle:

Protect the science. Make better use of the Estate.

TARRC’s:

  • laboratories;

  • research facilities;

  • testing areas;

  • offices designated as restricted;

  • client-confidential areas;

  • technical equipment;

  • records;

  • intellectual property; and

  • other designated operational areas

will remain outside the Explore & Chill operation unless expressly agreed otherwise.

Explore & Chill customers, members and visitors will have no general right of access to such areas.

Appropriate physical separation, signage, access control and operating procedures will be agreed between the parties.

Nothing undertaken by Explore & Chill should materially interfere with TARRC’s scientific, consultancy or commercial operations.

6. ESTATE ACCESS

Brickendonbury Estate will not become a public park or unrestricted public-access site as a consequence of this MOU.

Access will remain controlled.

During the initial phase, access may be provided to:

  • café customers;

  • Explore & Chill members;

  • invited guests;

  • participants in agreed events or activities;

  • TARRC employees and guests; and

  • other persons agreed between the parties.

Explore & Chill and TARRC will jointly develop practical access arrangements during the trial.

These may include:

  • membership identification;

  • bookings;

  • QR or app-based access;

  • designated parking;

  • defined walking routes;

  • restricted areas;

  • opening hours; and

  • temporary restrictions where required by TARRC operations, safety, security or Estate management.

7. AREAS AVAILABLE TO EXPLORE & CHILL

Before commencement, the parties will agree a simple plan identifying:

A — Explore & Chill operational areas

B — Shared areas

C — TARRC restricted areas

This plan may be amended by mutual written agreement without requiring the entire MOU to be renegotiated.

During the six-month period, additional Estate areas may be made available for temporary or trial activities where both parties agree.

8. INITIAL ACTIVITIES

The Little Rubber Tree Café will be the principal commercial activity during the initial phase.

Subject to agreement with TARRC, Explore & Chill may also test limited complementary activities including:

  • afternoon tea;

  • Malaysian and British food experiences;

  • small private events;

  • meetings;

  • wellbeing activities;

  • guided Estate walks;

  • photography and filming;

  • Explore & Chill content production;

  • small cultural activities;

  • membership experiences;

  • corporate hospitality; and

  • other low-impact activities consistent with the objectives of the partnership.

Major additional activities contemplated in the longer-term proposal are not authorised merely by signing this MOU.

They will be considered through subsequent phase gates.

9. CAPITAL CONTRIBUTION

The initial Explore & Chill operation is proposed on the basis of:

£0 CAPITAL CONTRIBUTION REQUIRED FROM TARRC/MRB

Explore & Chill will be responsible for funding its agreed initial establishment costs, including café equipment, furnishings, systems, marketing and its own operational resources.

TARRC/MRB will not be required to provide capital funding unless a specific expenditure is separately agreed in writing.

Neither party may commit the other to expenditure without prior agreement.

10. EXISTING ESTATE COSTS

During the initial six-month phase, the parties will establish an agreed baseline of the existing costs associated with Brickendonbury Estate.

This may include, where appropriate:

  • grounds maintenance;

  • gardening;

  • utilities;

  • security;

  • cleaning;

  • waste;

  • routine maintenance;

  • insurance;

  • building-related expenditure; and

  • other relevant Estate costs.

This baseline will allow the parties to measure objectively whether the Explore & Chill model can progressively reduce the Estate’s net operating burden.

Explore & Chill will not automatically assume historic Estate liabilities merely by entering into this MOU.

Any transfer or assumption of specific Estate costs will be separately agreed and recorded.

11. COMMERCIAL ARRANGEMENT DURING THE TRIAL

The parties recognise the longer-term proposal that TARRC/MRB should participate financially in the success of Explore & Chill activities at Brickendonbury rather than relying solely upon a conventional fixed-rent model.

For the initial six-month operational phase, the parties will agree before commencement either:

[insert agreed introductory commercial arrangement]

or such other temporary arrangement as the parties consider appropriate.

The six-month trial will be used to establish reliable evidence from which the long-term commercial model can be finalised.

Any eventual revenue or gross-profit participation arrangement will be documented in the substantive agreement following successful completion of the appropriate phase gate.

12. FINANCIAL TRANSPARENCY

Explore & Chill will maintain appropriate financial records for activities undertaken at Brickendonbury.

During the trial, the parties will agree a simple reporting dashboard covering relevant measures such as:

  • café sales;

  • gross profit;

  • customer numbers;

  • average transaction value;

  • membership;

  • event/activity income;

  • operating expenditure;

  • Estate costs assumed or avoided;

  • customer feedback; and

  • other mutually agreed KPIs.

The intention is to create evidence rather than forecasts alone.

Commercially sensitive information unrelated to Brickendonbury will remain confidential to Explore & Chill.

13. OPERATING GOVERNANCE

Each party will nominate a principal representative.

Initially these are anticipated to be:

For TARRC:
Dr Shamsul Kamaruddin, CEO & Vice Chairman, or his nominee.

For Explore & Chill:
Robin Bates, or his nominee.

The representatives will meet regularly during the initial phase.

A short operational review should normally take place monthly.

Routine operational matters should wherever possible be resolved between these representatives without unnecessary escalation.

14. MATTERS REQUIRING ESCALATION

Matters materially affecting:

  • TARRC scientific operations;

  • substantial financial commitments;

  • the listed building;

  • significant Estate alterations;

  • legal or regulatory obligations;

  • material reputational risk;

  • long-term property rights;

  • major third-party agreements; or

  • subsequent development phases

will be referred through the appropriate TARRC/MRB governance arrangements.

This preserves operational flexibility while ensuring that matters of strategic significance remain appropriately controlled.

15. INSURANCE, SAFETY AND COMPLIANCE

Each party will maintain appropriate insurance for the activities for which it is responsible.

Explore & Chill will be responsible for complying with applicable requirements relating to its operation, including as relevant:

  • food hygiene;

  • health and safety;

  • employment;

  • public liability;

  • alcohol licensing if subsequently applicable;

  • fire safety;

  • data protection; and

  • other regulatory requirements.

The parties will cooperate on matters where responsibilities overlap.

Nothing in this MOU transfers TARRC’s statutory responsibilities as owner or occupier unless expressly agreed in a subsequent legally binding agreement.

16. BRAND AND REPUTATION

Neither party will represent Explore & Chill as a subsidiary, product or division of the Malaysian Rubber Board or TARRC.

The operation will be presented as:

Explore & Chill at Brickendonbury Estate

operating in partnership with TARRC under arrangements agreed between the parties.

Use of the names, trademarks or logos of TARRC, MRB, Rubber Consultants or Explore & Chill by the other party will require appropriate prior agreement.

Both parties will act reasonably to protect the reputation and standing of the other.

17. MALAYSIA–UK CONNECTION

The parties recognise the particular historical relationship between TARRC, Malaysia and the United Kingdom.

Where appropriate, the initial phase may explore ways in which Brickendonbury can strengthen that relationship through:

  • Malaysian food and hospitality;

  • cultural activities;

  • appropriate interpretation of TARRC’s history;

  • rubber-related heritage;

  • educational material;

  • British–Malaysian events; and

  • future Kampung Connect initiatives.

Any representation of MRB’s scientific work or history will be agreed with TARRC.

18. EXTERNAL FUNDING AND GRANTS

During the initial period, Explore & Chill may investigate potential sources of external investment, sponsorship and grant funding relevant to:

  • heritage conservation;

  • Grade II listed building restoration;

  • historic landscapes;

  • biodiversity;

  • wellbeing;

  • community benefit;

  • sustainability;

  • tourism;

  • cultural exchange; and

  • other appropriate purposes.

No funding application will bind TARRC/MRB or impose obligations upon the Estate without prior agreement.

Where an application requires TARRC/MRB participation, ownership consent or supporting information, this will be agreed before submission.

The parties recognise that establishing a successful operating record at Brickendonbury may materially strengthen subsequent applications for significant external funding.

19. NO DISPOSAL OR TRANSFER OF OWNERSHIP

Nothing in this MOU transfers ownership of Brickendonbury House, the Estate or any TARRC/MRB asset to Explore & Chill.

TARRC/MRB retains ownership and ultimate control of its property.

Likewise, equipment and other assets purchased and funded solely by Explore & Chill will remain the property of Explore & Chill unless otherwise agreed.

20. SIX-MONTH REVIEW

During month five, the parties will undertake a formal review of the initial phase.

The review will consider:

  • financial performance;

  • operational performance;

  • customer/member demand;

  • effect upon TARRC;

  • security and access;

  • Estate costs;

  • commercial potential;

  • conservation considerations;

  • funding opportunities;

  • lessons learned; and

  • proposed next steps.

The objective is to reach a decision before expiry of the initial six-month period.

21. PHASE GATE

Following the review, the parties may agree to:

A. PROCEED

Move to the next agreed development phase and negotiate the appropriate longer-term agreement.

B. CONTINUE THE TRIAL

Extend the initial operating period to obtain further evidence.

C. MODIFY

Continue with agreed changes to scope, commercial terms or operations.

D. STOP

Conclude the trial in an orderly manner.

No subsequent phase proceeds automatically.

Each material development phase requires appropriate agreement.

22. FUTURE OPPORTUNITIES

The parties acknowledge that the wider Explore & Chill proposal may ultimately include additional hospitality, wellbeing, membership, sporting, cultural, accommodation, heritage and Estate activities.

These concepts form part of the potential future vision, not the commitment created by this initial MOU.

Any such development will depend upon:

evidence → business case → funding → approvals → agreed phase gate.

23. CONFIDENTIALITY

The parties will treat non-public commercial, technical, financial and strategic information exchanged in connection with this MOU as confidential.

In particular, Explore & Chill acknowledges the importance of protecting TARRC client information, scientific research and intellectual property.

Nothing in this MOU grants Explore & Chill any rights to TARRC or MRB intellectual property.

24. GOOD FAITH AND COOPERATION

The parties enter this MOU with the intention of working collaboratively and in good faith.

The purpose of the initial phase is to learn what works in practice.

Accordingly, both parties recognise that reasonable operational adjustments will be required during the six-month period.

The parties will seek to resolve such matters pragmatically and proportionately.

25. STATUS OF THIS MOU

This MOU records the parties’ intentions and establishes the framework for the initial collaboration.

Except for any provisions expressly stated to be legally binding, it is not intended to constitute the complete long-term lease, licence, partnership or commercial agreement between the parties.

Before operational commencement, the parties may execute such short-form licence, insurance, food-operation, access or other documentation as their respective legal advisers consider necessary.

Nothing in this MOU creates a legal partnership, joint venture, agency or employment relationship between the parties.

26. EARLY TERMINATION

Either party may terminate the initial arrangement if:

  • there is a material breach which is not remedied within a reasonable period;

  • continued operation creates an unacceptable safety or regulatory risk;

  • Explore & Chill materially interferes with TARRC’s core operations;

  • required statutory approvals cannot be obtained; or

  • circumstances arise which make continued operation impracticable.

Except in urgent circumstances involving safety, legality or serious reputational risk, the parties will first seek to resolve the issue through discussion.

If the arrangement concludes, Explore & Chill will be given a reasonable period to remove its equipment and leave the areas it occupies in an appropriate condition, subject to fair wear and tear and any separately agreed works.

27. PRINCIPLE OF THE AGREEMENT

The parties acknowledge that the purpose of this MOU is not to determine today precisely what Brickendonbury should become over the next five or ten years.

It is to provide sufficient certainty and operational freedom to answer a much simpler question:

CAN WE MAKE BRICKENDONBURY WORK BETTER?

The initial phase will test whether Explore & Chill can:

MAKE BETTER USE OF AN EXTRAORDINARY EXISTING ASSET

REDUCE THE ESTATE’S FINANCIAL BURDEN

CREATE NEW RECURRING COMMERCIAL VALUE

PROTECT TARRC’S CORE SCIENTIFIC MISSION

BUILD EVIDENCE FOR EXTERNAL INVESTMENT

AND CONTRIBUTE TO THE LONG-TERM CONSERVATION OF BRICKENDONBURY

— while requiring no initial capital contribution from MRB/TARRC.

SIGNATURES

Signed for and on behalf of:

TUN ABDUL RAZAK RESEARCH CENTRE

Name: ______________________________

Position: ___________________________

Signature: __________________________

Date: ______________________________

EXPLORE & CHILL

Name: ______________________________

Position: ___________________________

Signature: __________________________

Date: ______________________________

There are three things I would deliberately settle before putting this in front of Shamsul.

First, I would not put the 25% gross-profit share into this first draft automatically. We know that’s the intended mature commercial model, but the first six months are about proving the economics. There is a strong argument for either a nominal/introductory arrangement during the trial or commencing the 25% only once the café reaches an agreed operating point. Otherwise Explore & Chill bears all the establishment capital and TARRC takes its share before we’ve established whether the operation works.

Second, I would attach only two schedules to this MOU: a one-page site plan showing Explore & Chill / shared / restricted TARRC areas, and a one-page six-month scorecard. That keeps this from turning into a 70-page contract before we’ve even sold a cup of coffee.

Third—and I think this is particularly important after what we’ve learned about Ahmad Badri and Zairossani—the MOU deliberately gives each of them something they can defend internally. Ahmad Badri gets £0 MRB capital, financial controls, measurable economics and phase gates. Zairossani gets absolute protection of TARRC’s scientific mission, controlled access, compliance and evidence before expansion. Shamsul gets enough operational authority to actually start something rather than spending the next six months seeking approval for every chair and coffee machine. That is the balance I think we need.mission drift; interference with science; reputational risk; governance; access/security; legal obligations; demonstrating economic benefit to MRB; ensuring TARRC remains recognisably a world-class rubber research centre.I’m

mhgckhgchgchgchgc