AGREEMENT FOR SERVICES
Exhibit 10.19
THIS AGREEMENT FOR SERVICES is made this
25 day of January 2017.
BETWEEN
IGalen International Inc. a company
incorporated under the laws of United States of America bearing
corporate registration number 58156-96 and having its principal place
of business at 0000 Xxxx Xx Xxxx
#000 Xxxxxxxx, XX 00000 hereinafter referred to as
"IGalen”) of the one part
AND
HotApp International Ltd. a company
incorporated under the laws of Hong Kong bearing corporate
registration number 63550608 and having its principal place of
business at 17B, Greatmany Centre, 109-111 Queen’s Road East,
Hong Kong, (hereinafter referred to as "HotApp”) of the
second part.
WHEREAS:
(A)
IGalen is engaged
in multilevel marketing of dietary supplements and is desirous to
develop a Mobile Application to enable communication and
interaction between independent distributors throughout
IGalen’s direct selling network (hereinafter referred to as
“the Project”).
(B)
HOTAPP is engaged
in development of online applications for mobile interface and is
desirous of sourcing, introducing and/or offering its service as
service provider to IGalen for the sole purpose of the Project upon
the terms and conditions hereinafter appearing.
NOW THIS CONTRACT FOR SERVICES
WITNESSETH as follows:-
1.
Appointment
IGalen hereby
agrees to appoint and engage HotApp and HotApp hereby accepts the
appointment and engagement by IGALEN as a service provider of
IGalen for the Project on a non-exclusive basis and solely for the
purpose of providing the services specified in Clause 2
specifically within the Territory (as described in item 1 of
Schedule 1) hereof subject to payment of the fees at the rate and
in the manner as stated in Clause 3 hereof.
2.
Scope
Of Services
2.1
HotApp shall use
his best endeavour to source, introduce and/or offer its service as
service provider to IGalen for the sole purpose of the Project at
its own costs and expenses.
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2.2
Subject to Clause
2.1 HotApp hereby agrees to conform to the Project Timeline,
Project Deliverables and Reporting as described in items 2, 3 and 4
of Schedule 1 respectively.
3.
Service
Fees
3.1
In consideration of
HotApp providing the said Services to IGalen in such manner as
provided in Clause 2 hereof, IGalen hereby agrees to pay HotApp the
Service Fee as stated in item 5 0f Schedule 1.
3.2
All direct expenses
of travel, boarding, lodging and other related expenses if incurred
by HotApp in the Project will be borne by HotApp.
3.3
All payments made
by IGalen to HotApp shall be in United Stated Dollars (USD) within
sixty (60) days upon receipt of the respective invoice from HotApp
AND shall be made in favour of HotApp International
Ltd.
3.6
In the event the
Project is terminated, discontinued, varied or abandoned for any
reasons whatsoever due to any acts and/or omissions of HotApp then
IGalen shall be absolved from its obligation and/or liability to
pay the Service Fee or any balance thereof to HotApp.
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Warranties
4.1
HotApp hereby
undertakes to do the following:-
(a)
use its best
endeavour’s to source, introduce and/or offer its service to
IGalen in accordance with Clause 2 above;
(b)
observe and comply
with all rules and requirements which may from time to time be
specified by IGalen;
(c
)
not to assign,
transfer or delegate any of its rights or obligations under this
Agreement or the benefit thereof, without IGalen’s prior
written consent;
(d)
not to appoint or
allow any person to carry out HotApp’s business without
IGalen’s express or written consent;
(e)
only engage in the
scope of work in accordance with Clause 2 and not carry out any
regulated activity on behalf of IGalen;
(f)
not to accept any
money on IGalen’s behalf UNLESS instructed in writing by
IGalen to do so;
(g)
forward any
complaint regarding Project to IGalen as soon as possible;
and
4.2
IGalen hereby
undertakes to pay HotApp in accordance with all rates defined in
Clause 3 above; and
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5.
Intellectual
Property
5.1
IGalen warrants
that:
(a)
it has full legal
right to use and to authorize the use of the Licensed Marks and has
disclosed to HotApp all RELEVANT trade names and trademarks used by
IGalen as at the date of this Agreement; and
(b)
the warranties in
this Clause are separate and independent and shall not be limited
by anything in this Agreement.
5.2
IGalen authorizes
HotApp to use the Licensed Marks only for the purpose of exercising
its rights and performing its obligations under this
Agreement.
5.3
HotApp shall
promptly inform IGalen of the following:
(a)
any actual,
threatened or suspected infringement of the Licensed Marks and/or
formulae or patent which comes to the notice of HotApp;
and
(b)
any claim by a
third party coming to its notice that the use of the Licensed Marks
and/or formulae or patents of IGalen infringes any rights of any
other person.
AND HotApp shall at
the request and expense of IGalen do all such things as may be
reasonably required to assist IGalen in taking or resisting any
proceedings in relation to any such infringement or claim at the
expense of IGalen.
5.4
HotApp shall
not:
(a)
alter, remove or
tamper with any of the Licensed Marks, numbers, or other means of
identification of IGalen; or
(b)
use any of the
Licensed Marks in any way which may prejudice their distinctiveness
or the validity or the goodwill of IGalen therein.
5.5
HotApp hereby
acknowledges that, except as expressly provided in this Agreement,
HotApp shall not acquire any rights in respect of the Licensed
Marks and/or formulae or patents pursuant to this
Agreement.
6.
Indemnity
If any party hereto
shall for any reason whatsoever default, breach, fail to comply
with any of the covenants stipulations obligations and undertakings
on its part to be observed and performed as contained in this
Agreement then the defaulting party shall save harmless indemnify
and keep indemnified the other party against any liabilities claims
demands actions proceedings penalties prosecution fines loss damage
costs and expenses whatsoever that may be made against and/or
sustained suffered or otherwise incurred whether directly or
indirectly or however arising by the other party by reason of or
arising out of or in connection with such breach failure or default
provided that this clause shall be in addition to and not in
derogation of any other rights or remedies of the other
non-defaulting party as provided for in this Agreement against such
defaulting party.
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7
Confidentiality
7.1
For the purpose of
Clause 7 the term “Proprietary Information” shall
mean knowledge and information which the recipient Party may
acquire from employees, consultants, agents or representatives of
the disclosing Party or of its affiliated companies, respecting its
proprietary products and processes, know-how, business plan or
plans, inventions, trade secrets, and all other information which
may come to the knowledge of the receiving Party by whatever means
with regard to the business of the disclosing Party.
7.2
Proprietary
Information shall be disclosed by the receiving Party only to those
of its Professional Consultants, employees, and employees of
affiliated companies, if any, who need to know such Proprietary
Information for the purposes of this Agreement, who have been
informed of the confidential nature of such information, and who
are obligated to keep such information in confidence. The receiving
Party shall be responsible for any violation of this Agreement by
such employees.
7.3
Any Proprietary
Information supplied by one Party to the other shall be maintained
and kept confidential by the recipient at all times during the Term
of this Agreement and shall survive the termination of this
Agreement by five (5) years.
7.4
The obligations set
forth in this Agreement shall not apply to any portion of the
Proprietary Information which the receiving Party can
prove:
(a)
was
already known to the receiving Party prior to any disclosure by the
disclosing Party;
(b)
was
publicly available prior to any disclosure by the disclosing Party,
or subsequently becomes public information through no breach of
this Agreement;
(c
)
was
received by the receiving Party from a third party lawfully in
possession of the same and not in breach of any agreement or any
confidential relationship with the disclosing Party;
(d)
was
independently developed by the receiving Party, its parent or
affiliated companies without reliance upon the Proprietary
Information of the disclosing Party; or
(e)
was
disclosed as a requirement by any government or regulatory
authority or stock exchange having jurisdiction over such Party in
order to comply with any official directive or guideline, whether
or not having the force of law.
8.
Termination
Either Party may
terminate this Agreement by providing a six (6) month written
notice to the other Party.
9.
Binding
Effect
This Agreement
shall be binding upon the liquidators receivers permitted assigns
successors in title or the personal representative of the
parties.
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10.
Public
Announcements
HotApp agrees not
to make any public announcements about discussions regarding this
Agreement or any other related information, plans or proposals,
whether in the form of a press release or otherwise, without first
consulting with and obtaining the written consent from
IGALEN,
11.
Nature
of Agreement
11.1
Nothing contained
in this Agreement shall create a partnership or joint venture or
relationship of principal and agent or employer and employee
between the Parties and neither Party hereto shall have any right
whatsoever to incur any liabilities or obligations on behalf or
binding upon the other Party; and that it will not at any time
represent orally or in writing to any person or corporation or
other business entity that it has any right, power or authority not
expressly granted by this Agreement.
11.2
This Agreement
supersedes all previous agreements and understandings between the
Parties with respect thereto, and may not be modified except by an
instrument in writing signed by the duly authorized representatives
of the Parties.
11.3
No remedy conferred
by any of the provisions of this Agreement is intended to be
exclusive of any other remedy which is otherwise available at law,
in equity, by statute or otherwise, and each and every other remedy
shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law, in equity, by
statute or otherwise. The election of any one or more of such
remedies by either Party shall not constitute a waiver by such
Party of the right to pursue any other available
remedy.
11.4
If any provision of
this Agreement or part thereof becomes void, illegal or
unenforceable under any legislation to which it is subject to, the
validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired AND the invalidity,
illegality and unenforceability of any provision or part of it
under this Agreement under the laws of one jurisdiction shall not
affect the validity, legality and enforceability of such provisions
under the laws of any other jurisdiction.
11.5
Neither Party shall
transfer nor assign any of its rights, interest or obligations
under this Agreement without the prior written consent of the other
Party.
12.
Severability
This Agreement may
be executed in any number of counterparts, each of which shall be
deemed an original, but all such counterparts shall constitute one
and the same instrument. Signatures may be exchanged by facsimiles,
with original signatures to follow. Each Party agrees that it will
be bound by its own facsimile signature and that it accepts the
facsimile signature of the other Party.
13.
Governing
Law
This Agreement is
governed by the laws of Singapore, without giving effect to
conflict of law principles. If any matter, dispute or claim arising
out of or relating to this Agreement or the breach or termination
hereof, cannot be agreed upon by the Parties hereto, or cannot be
settled amicably by the Parties hereto, each of the parties
irrevocably submit to th jurisdiction of the courts of Singapore
and waives any objection to proceedings in such courts on the
grounds of venue or on the grounds that the proceedings have been
brought in an inconvenient forum.
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14.
Variation
This Agreement
shall constitute the whole agreement between the parties hereto and
it is expressly declared that no variation shall be effective
unless consented to by both parties hereto in writing.
15.
Notices
Any notice, request
or demand requiring to be served by any party hereto to the other
under the provisions of this Service Fee Agreement shall be in
writing and shall be delivered by registered or certified mail,
prepaid postage to the parties at the following address (attention
of such other person or such other address as any party hereto may
provide in accordance with this clause):
Dato’ Xx. X.
Xxxxxxxxx a/l V.Marnickavasagar
12th Floor, Amcorp
Trade Centre,
PJ Tower, No. 18,
Persiaran Barat Xxx Xxxxx Xxxxx
00000 Xxxxxxxx
Xxxx,
Xxxxxxxx
Xxxx Xxxx Xxx
Xxxxxxx
17B, Greatmany
Centre,
000-000
Xxxxx’x Xxxx Xxxx,
Xxxx
Xxxx
16.
Interpretation
In this Agreement
for Services unless there is something in the subject or context
inconsistent with such construction or unless it is otherwise
expressly provided:-
(a)
words importing the
masculine gender only include the feminine and neuter
genders;
(b)
words importing the
singular number only include the plural and vice versa;
and
(c)
words applicable to
human beings include any body of persons corporate or
unincorporate.
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IN WITNESS WHEREOF
the parties hereto have hereunto set their hands and seals the day
and year first abovewritten.
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SIGNED
BY
For and on behalf
of
IGalen
International Inc
(Company
No.58156-96)
Signatory’s
Full Name:
M RAJENDRAN A/L V
MARNICKAVASAGAR
Signatory’s
Designation: Director
Company
Seal: |
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| SIGNED BY
For and on behalf
of
HotApp
International Ltd
(Company No.
63550608)
Signatory’s
Full Name:
XXXX XXXX XXX
XXXXXXX
Signatory’s
Designation: Director
Company
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SCHEDULE
1
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1.
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TERRITORY
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a) United States of
America and Canada; AND
b) Other
Territories to be included upon mutual consent of the
parties.
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2.
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PROJECT
TIMELINES
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The project must be
completed within twelve (12) calendar months from the date of this
Agreement.
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3.
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PROJECT
DELIVERABLES
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a) HotApp to
develop an IGalen Mobile Application for all independent
distributors of IGalen including but not limited to:-
● Chat
● Calling (In App
Calling)
● Channel
Posting
● Mobile
Dashboard
● IGalen Public
Channel and customer service channel
● Integration to
IGalen MLM system backend
● Coordination of MLM
backend developer
b) HotApp will
provide all updates, upgrade, bug fixing and continuous feature
enhancement for
IGalen
and a dedicated support staff for customer service.
c) HotApp will
provide infrastructure for calling, cloud service and database
management based
on
Amazon Cloud Service (AWS).
d) HotApp will
deliver at least one new update every 3 months with agreed
functional
requirement
with IGalen.
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4.
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REPORTING
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Reporting
by email every seven (7) days in the form of interim reports to
provide regular status updates.
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5.
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SERVICE
FEE
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3% of iGalen
International Inc. revenue as development and support fee for the
IGalen Mobile Application in the year 2017
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