Contract
Cooperation and Service Agreement
This Cooperation and Service Agreement (the "Agreement") is made and entered
into as of this 31st day of August, 2016, by and between KinerjaPay Corp., a
Delaware corporation with offices located at Xx. Xxxxxxxxx, Xx.0X, Xxxxx,
Xxxxxxxxx 00000 (the “Company”) and PT. Kinerja Pay Indonesia, the Company's
wholly-owned subsidary (the "Subsidiary"), with offices located at XXX Xxxxx,
Xxxx #00-X0, X0. Letjend X. Xxxxxx Xxx 00, Xxxxxxx 00000 Xxxxxxxxx, on the one
hand, and Black Grace Investment Limited (“Black Grace”), a company registered
under the laws of the British Virgin Islands (Company Registration No. 1911410)
with principal its address located at Trinity Xxxxxxxx, PO Box 4301, Road Town,
Tortola, British Virgin Islands, and PT. Pay Secure Online Limited, Black
Grace’s wholly-owned subsidiary organized under the laws of Indonesia (“PT
PaySec”), with offices located at Sona Xxxxx XxxxxXx 00, Xxxxx 00-00, X0. Jend
Xxxxxxxx Xxx 00, Xxxxxxx 00000 Xxxxxxxxx, on the other hand. The Company, the
Subsidiary, Black Grace, and PT PaySec are sometimes referred to individually,
as a "Party" and collectively, as the "Parties."
WITNESSETH THAT:
WHEREAS, PT PaySec is a company that is established to engage in the business of
providing e-wallet and payment gateway technology on a commercial basis (the
"Payment Services");
WHEREAS, the Company's principal business products and services, which are
conducted through its Subsidiary, include i: (i) electronic payment service; and
(ii) virtual marketplace, both of which are available on the Company's portal
under the domain name XxxxxxxXxx.xxx;
WHEREAS, the Company desires to engage the services of PT PaySec for the use of
its Payment Services, commencing on or about October 1, 2016 (the "Effective
Date"); and
WHEREAS, the Parties agree that in parallel to the execution of this Agreement,
the Company and Black Grace shall execute a separate securities purchase and
subscription agreement (the "Securities Purchase and Subscription Agreement")
pursuant to which Black Grace shall subscribe for the purchase of the Company's
securities as set forth in said Securities Purchase and Subscription Agreement.
NOW THEREFORE, in consideration of the terms and conditions herein contained,
the Parties agree as follows:
1. Payment Services and Covenants
(i) PT PaySec hereby agrees to grant the Company and its Subsidiary
(collectively, the "Company"), and the Company hereby accepts from PT PaySec,
the non-exclusive right to use the Payment Services commencing on the Effective
Date, and subject to all terms and conditions set forth in this Agreement.
(ii) The Company covenants and agrees to utilize the Payment Services for its
own benefit and for the benefit of the Company's customers, in consideration of
the revenue sharing arrangement with PT PaySec set forth in Section 3 below,
provided, however, that the Parties understand and agree that the revenue
sharing arrangement shall not commence until the Effective Date.
(iii) PT PaySec acknowledges that it has full right, title and interest in its
own proprietary e-wallet and payment gateway technology (the "Payment Services")
and the right to allow the utilization by the Company of the Payment Services
under this Agreement.
2. Term of Engagement
The Agreement shall commence on the date first set forth above, subject however
that Revenue Sharing Compensation set forth in Section 3 below shall not
commence until the Effective Date and shall continue, thereafter, through the
initial term ending on August 31, 2018 (the "Initial Term"). The Parties agree
that the Initial Term may be subject to renewal, upon mutual written agreement
of the Parties, for subsequent one-year periods (the "Renewal Terms").
3. Consideration
A. Equity Compensation:
As a consideration for the use of PT PaySec’s Payment Services, the Company
agrees, within forty-five (45) days of the Effective Date, to issue two hundred
thousand (200,000) restricted shares of the Company's common stock, par value
$0.0001 (the "Shares") to Black Grace or its designee.
The Company represents and warrants that: (i) it is a fully reporting public
company under the United States federal securities laws and rules; (ii) it is in
compliance with the reporting requirements of the rules and regulations
promulgated by the United States Securities and Exchange Commission (the "SEC")
under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); and (iii) and
that the 200,000 Shares being issued to Black Grace or its designee can be
traded in the OTCQB Tier of the OTCMarkets on the QB tier subject to and in
compliance with Rule 144 promulgated by the SEC under the Securities Act of
1933, as amended (the "Act").
B. Revenue Sharing Compensation:
As consideration for the use of PT PaySec’s Payment Services, the Subsidiary
agrees that it shall share the revenues with PT PaySec (the "Revenue Split") on
a 50/50 basis, from all of the net revenues generated from the use of the
Payment Services and e-wallet and payment gateway technology commencing on and
after the Effective Date, as provided in Schedule A hereof.
4. Representations and Warranties of the Parties
(i) The Company is duly organized, validly existing and in good standing under
the laws of the State of Delaware and has all requisite power and authority to
own, lease and use its assets as they are currently owned, leased and used and
to conduct its business as it is currently conducted. The Subsidiary is duly
organized, validly existing and in good standing under the laws of the Indonesia
and has all requisite power and authority to own, lease and use its assets as
they are currently owned, leased and used and to conduct its business as it is
currently conducted.
(ii) The Company and the Subsidiary are duly qualified or licensed to do
business in and are in good standing in each jurisdiction in which the character
of the properties owned, leased or used by them or the nature of the activities
conducted by them make such qualification necessary in order to fulfill their
respective obligations under this Agreement.
(iii) The Company and Subsidiary have all requisite power to execute and
deliver, to perform their respective obligations under, and to consummate the
transactions contemplated by, this Agreement, and have received any such
consents, approvals or authorizations necessary for the foregoing. The execution
and delivery by the Company and Subsidiary and the performance by them of their
obligations under this Agreement have been duly authorized by all requisite
action of the Company and Subsidiary. This Agreement is the legal, valid, and
binding obligation of the Company and the Subsidiary enforceable against each of
them in accordance with its terms.
(iv) Black Grace is duly organized, validly existing and in good standing under
the laws of the British Virgin Islands and has all requisite power and authority
to own, lease and use its assets as they are currently owned, leased and used
and to conduct its business as it is currently conducted.
(v) PT PaySec is duly qualified or licensed to do business in and in good
standing in Indonesia in which the character of the properties owned, leased or
used by them or the nature of the activities conducted by them make such
qualification necessary in order to fulfill its obligations under this
Agreement. PT PaySec has all requisite right, title and interest in its Payment
Services and the related e-wallet and payment gateway technology and full legal
right to contract for the use of the foregoing by the Company and/or the
Subsidiary.
(vi) PT PaySec has all requisite power to execute and deliver, to perform its
obligations under, and to consummate the transactions contemplated by, this
Agreement, and has received any such consents, approvals or authorizations
necessary for the foregoing. The execution and delivery by PT PaySec and the
performance of its obligations under this Agreement have been duly authorized by
all of its requisite action.
(vii) This Agreement is the legal, valid, and binding obligation of PT PaySec
enforceable against it in accordance with its terms.
5. Termination
This Agreement may be terminated, and the transactions contemplated hereby may
be abandoned, at any time prior to the Effective Date: (i) by mutual written
agreement of the Parties, or (ii) by either the Company or PaySec upon
notification to the non-terminating Party by the terminating Party if:
(i) the terminating Party is not in material breach of its obligations under
this Agreement and there has been a material breach of any representation,
warranty, covenant or agreement on the part of the non-terminating Party set
forth in this Agreement such that the material conditions herein will not be
satisfied; or
(ii) if any court of competent jurisdiction or other competent Governmental or
Regulatory Authority shall have issued an order making illegal or otherwise
permanently restricting, preventing or otherwise prohibiting the transactions
contemplated by this Agreement and such order shall have become final and
non-appealable.
If this Agreement is validly terminated by either of the Parties pursuant to
Section 5, this Agreement will forthwith become null and void and there will be
no liability or obligation on the part of the Parties hereto; provided however,
that nothing contained herein shall relieve: (a) any Party hereto from liability
for willful breach of its representations, warranties, covenants or agreements
contained in this Agreement; nor (b) the Company from its financial obligations
to PT PaySec under Section 3.B above.
Any shares issued by the Company for Black Grace shall not be affected by the
termination of this Agreement, unless agreed otherwise.
6. Indemnification by the Parties
The Parties shall indemnify, defend and hold harmless each of the other Parties
and each of their respective shareholders, members, partners, directors,
officers, managers, employees, agents, attorneys and representatives, from and
against any and all losses which may be incurred or suffered by any such Party
and which may arise out of or result from any breach of any representation,
warranty, covenant or agreement by any of the Parties contained in this
Agreement made as of the Effective Date. Notwithstanding the foregoing, no claim
under this Section may be made, unless notice is given within one (1) year from
the Effective Date.
7. Confidentiality
The Parties, as well as their directors, employees, servants and agents, shall
keep secret and confidential and shall neither use, copy, adapt, alter or part
with possession of nor disclose to any other person any information or material
of a technical or business nature relating in any manner to the business of
either of the Parties and its services. For the avoidance of doubt, such
Confidential Information includes information pertaining to the payment
transactions that are being processed for third parties.
8. Miscellaneous
(a) Notices. All notices, consents, approvals, agreements, authorizations,
acceptances, rejections and waivers under this Agreement must be in writing and
shall be deemed given when: (a) delivered by hand or private, prepaid courier
service to the person specified for the receiving Party at
the address specified above, with a copy (which shall not constitute a notice)
to:
If to the Company and Subsidiary, then to:
Office of Xxxxxxx Xxxxx
00 Xxxx Xxxxxx-00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxx, Esq.
email: xxxxxx@xxxxxxxxxxxxxxx.xx
If to Black Grace Investment Limited, then to:
Xxxxxxx Xxxxx
Pay Secured Online, Inc.
Penthouse, V Corporate Centre,
X.X. Xxxxxxx St., Xxxxxxx Village, Makati City, Philippines
Email: xxxxxxx@xxxxxx.xxx
If to PT PaySec, then to:
Milasari Anggraini
Sona Xxxxx Xxxxx Xx 00, Xxxxx #00-00, Xx.Xxxx.Xxxxxxxx Xxx.00,
Xxxxxxx 00000
Email: x.xxxxxxxxx@xxxxxxxxx.xxx
(b) Choice of Law and Jurisdiction. This Agreement and the rights of the Parties
under it shall be governed by and construed in all respects solely in accordance
with the laws of Indonesia, and the courts of competent jurisdiction located in
Indonesia shall have exclusive jurisdiction with respect to any claim or
procedure arising out of or in connection with this Agreement.
(c) Arbitration. All claims and disputes arising under or relating to this
Agreement are to be settled by binding arbitration in Indonesia or another
location mutually agreeable to the Parties. The arbitration shall be conducted
on a confidential basis pursuant to the commercial arbitration rules in
Indonesia. Any decision or award as a result of any such arbitration proceeding
shall be in writing and shall provide an explanation for all conclusions of law
and fact and shall include the assessment of costs, expenses, and reasonable
attorneys' fees. Any such arbitration shall be conducted by an arbitrator
experienced in Indonesia and shall include a written record of the arbitration
hearing. The Parties reserve the right to object to any individual who shall be
employed by or affiliated with a competing organization or entity. An award of
arbitration may be confirmed in a court of competent jurisdiction.
(d) Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
(e) Entire Agreement. This Agreement contains the entire agreement between the
Parties with regard to the subject matter hereof. Without limiting the
generality of the foregoing, this Agreement is intended to supersede any
previous agreements or understandings between the Parties.
SCHEDULE A - REVENUE SHARE PAYMENT
A Revenue Share shall be paid as agreed in this Agreement to PaySec as detailed
below:
1. PT. Kinerja Pay Indonesia, the subsidiary of the Company herein, shall pay
monthly Revenue Share to PaySec. The Revenue Share shall be calculated as
follows:
1.1. PaySec shall be entitled to 50% of every MDR charged by PT. Kinerja Pay
Indonesia/Company, or such valuation equivalent to 50% of PT. Kinerja Pay
Indonesia/Company’s total net revenue from transactions arising from the use of
PaySec’s Payment Services.
1.2. Authorized deductions and costs, such as bank charges, shall be considered
in the computation of the 50% Revenue Shares provided the same are agreed by the
Parties.
2. Revenue Share entitlement during the previous month will be paid to PaySec on
or before 10th of the current month.
3. The Revenue Share shall be paid in a life time period as long as PT. Kinerja
Pay Indonesia and/or the Company is still processing using PaySec’s Payment
Services.
(Signatures on Following Page)
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as
of the date first written above.
KINERJAPAY CORP. (COMPANY)
/s/: Xxxxx Xxxxxxx Xx
Name: Xxxxx Xxxxxxx Xx
Title: CEO
PT. KINERJA PAY INDONESIA (SUBSIDIARY)
/s/: Deny Rahardjo
Name: Deny Rahardjo
Title: CEO
BLACK GRACE INVESTMENT LIMITED
/s/: Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Chief Executive Officer
PT. PAY SECURE ONLINE LIMITED (INDONESIA)
/s/: Milasari Anggraini
Name: Milasari Anggraini
Title: Director
