SERVICE AGREEMENT
Exhibit 10.7
THIS SERVICES AGREEMENT (the “Agreement”), dated as of this 19th day of
February, 2016, is by and between KinerjaPay Corp., organized under the laws of
the State of Delaware (the "Company"), and a wholly-owned subsidiary being newly
organized under the laws of Indonesia and to be named PT. KinerjaPay Indonesia
(the "Subsidiary"), on the one hand, and PT. Kinerja Indonesia, organized under
the laws of Indonesia (the "Service Company"), on the other hand. The Company,
the Subsidiary and the Service Company are sometimes referred to individually,
as a "Party" and collectively, as the "Parties."
WHEREAS, on December 1, 2015, the Company entered into a license agreement (the
"License Agreement") with the Service Company for an exclusive, world-wide
license (the "License") to use and commercially exploit certain technology and
intellectual property (the "KinerjaPay IP") and its website, XxxxxxxXxx.xxx; and
WHEREAS, in connection with the License Agreement, the Company agreed to
implement a reverse split of the Company's issued and outstanding shares of
common stock, par value $0.0001 (the "Shares") on a one-for-thirty (1:30) basis
(the "Reverse Split"); and
WHEREAS, in furtherance of the Company's plan to commercially exploit the
License, the Company is in the process of organizing the Subsidiary under the
laws of Indonesia and collectively, the Company and the Subsidiary to be formed,
desire to engage the Service Company to provide services to the Company and the
Subsidiary pursuant to the terms and conditions of this Agreement; and
WHEREAS, the Service Company agrees to its engagement and to provide the
services as set forth in Section 1 below upon the terms and conditions and
consideration herein set forth.
NOW THEREFORE, the Company, Subsidiary and the Service Company agree as follows:
Section 1. The Services:
(a) The Service Company shall provide the Company and the Subsidiary with the
following services during a term of three (3) years from the date first set
forth above (the "Services"), for which the Subsidiary shall pay the Service
Company the costs based upon the schedule set forth in Appendix A attached
hereto:
(i) General Business Services: which shall include personnel, office facilities
and equipment, utilities, and related overhead and operational expenses and
shall be provided under the direction and control of a designated project
manager; and
(ii) Technical Services: which shall include, but not be limited to, Web
Hosting, Web Maintenance, Web Updates and System Upgrades, from time-to-time,
which Technical Services will be fulfilled by a minimum of five (5) experienced
computer engineers / programmers, one (1) algorithm specialist and two (2)
trained technical engineers who shall maintain the servers provided by the
Service Company and support the Subsidiary's full time operations. In addition,
the Service Company, in support of the Technical Services, shall guarantee
ninety-nine point nine-nine (99.99%) percent uptime of the Company's domains and
applications, and provide all requisite support for the traffic to the Company's
domains with unlimited bandwidth and scalable uplink whenever the traffic to the
domains increases, from time-to-time; and
(iii) R&D Services: which shall include, but not be limited to, the development
of new features, products, or services related to the KinerjaPay IP and
XxxxxxxXxx.xxx. In connection with the R&D Services, the Parties acknowledge
that all new KinerjaPay IP that is developed or for which enhancements are
created for KinerjaPay IP already in existence at the date of this Agreement
("Additional IP") shall belong exclusively to the Company and its Subsidiary.
The Parties further agree that in each instance, they will, in "good faith,"
negotiate and execute separate, supplemental addendums to this Agreement to
address the Services to be provided by the Service Company with respect to the
Additional IP.
(b) The Subsidiary shall responsible for the following:
(i) Sales and Marketing: PT. KinerjaPay Indonesia shall cover and be directly
responsible for all sales and marketing activities and expenses associated with
the commercial exploitation of the License for the KinerjaPay IP; and
(ii) Billing and Collections: PT. KinerjaPay Indonesia shall be responsible for
all billing and collections and book all revenues generated by and from
commercial exploitation of the License; and
(iii) Advertising and Sales Reps: PT. KinerjaPay Indonesia shall at all times
maintain a staff of at least three (3) sales reps;
(iv) Office and Administration: PT. KinerjaPay Indonesia shall retain at least
one (1) person to provide office/administrative/accounting services to fulfill
the duty of Subsidiary in Section 1B(ii) above.
Section 2. The Consideration/Reimbursement: In consideration for the Services to
be provided by the Service Company, the Company and/or Subsidiary, as the case
may be, shall pay or compensate the Service Company as follows:
(i) The Company shall issue to the Service Company 1,333,333 restricted, post
Reverse Split Shares, which Reverse Split Shares shall not be deemed fully-paid
and non-assessable until eighteen (18) months from the date first set forth
above; and
(ii) The Subsidiary, on a quarterly basis, shall pay the Service Company for the
services, facilities and personnel provided by the Service Company be at the
rate set forth in Appendix A attached hereto; and
(iii) The Subsidiary, on a quarterly basis, shall pay the Service Company
royalties equal to one (1%) percent of the net revenues generated from the
commercial exploitation of the License; and
(iv) The Service Company shall be paid a one-time set-up fee of $55,000 within
three (3) business days of the execution of this Agreement.
Section 3. Miscellaneous:
(a) Entire Agreement: This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof.
(b) Amendment: This Agreement may not be amended or modified in any respect,
except by the mutual written agreement of the parties hereto.
(c) Waivers and Remedies: The waiver by any of the parties hereto of any other
party’s prompt and complete performance, or breach or violation, of any
provision of this Agreement shall not operate nor be construed as a waiver of
any subsequent breach or violation, and the waiver by any of the parties hereto
to exercise any right or remedy which it may possess hereunder shall not operate
nor be construed as a bar to the exercise of such right or remedy by such party
upon the occurrence of any subsequent breach or violation.
(d) Severability: The invalidity of any one or more of the words, phrases,
sentences, clause, sections or subsections contained in this Agreement shall not
affect the enforceability of the remaining portions of this Agreement or any
part hereof all of which are inserted conditionally on their being valid in law,
and, in the event that any one or more of the words, phrases, sentences,
clauses, sections or subsections contained in this Agreement shall be declared
invalid by a court of competent jurisdiction, this Agreement shall be construed
ads of such invalid word or words, phrase or phrases, sentence or sentences,
clause or clauses, section or sections, or subsection of subsections had not
been inserted.
(e) Descriptive Headings: The descriptive headings contained herein are for
convenience only and shall not control or affect the meaning or construction of
any provision of this Agreement.
(f) Counterparts: This Agreement may be executed in any number of counterparts
and by the separate parties hereto in separate counterparts, each of which shall
be deemed to be one and the same instrument.
(g) Notices: All notices required to be given under this Agreement shall be in
writing, sent certified mail, return receipt requested, postage prepaid, or by
email, to the following addresses:
If to the Company and/or the Subsidiary, then to:
KinerjaPay Corp.
Attn: Xxxxx Xxxxxxx Xx, Chairman
Xx. Xxxxxxxxx, Xx.0X
Xxxxx, Xxxxxxxxx 00000
Email: xxxxxxx0@xxxxx.xxx
If to the Services Company, then to:
PT. Kinerja Indonesia
Attn: Henful Pang, CEO
Xx. Xxxxxx Xxxxx, Xx.0X/00
Xxxxx, Xxxxxxxxx 00000
Email: xxxxxxxx.xxx@xxxxx.xxx
(h) Successors and Assigns: This Agreement shall be binding upon and shall inure
to the benefits of the Parties hereto and its respective successors and assigns.
(i) Applicable Law: This Agreement shall be governed by and shall be construed,
interpreted and enforced in accordance with the laws of the Indonesia. Any
dispute arising under this Agreement shall be settled by binding arbitration
according to the Rules Of Arbitral Procedure of the Indonesia National Board of
Arbitration, to be held in Medan, Indonesia or such other venue within Indonesia
as the BANI Arbitration Center shall reasonably determine.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
KINERJAPAY CORP. PT. KINERJAPAY INDONESIA (under organization)
/s/: Xxxxxx Xxxxx /s/: Xxxxx X. Xx
Xxxxxx Xxxxx, CEO Xxxxx Xxxxxxx Xx, Chairman
PT. KINERJA INDONESIA
/s/: Henful Pang
Henful Pang, Director
APPENDIX A
SERVICE AGREEMENT SCHEDULE
The table below sets forth the agreed-upon costs in US (US$) Dollars of the personnel and services to be provided by PT. Kinerja Indonesia to PT. KinerjaPay Indonesia in relation to maintaining the License for the KinerjaPay domain in Indonesia.
| POSITIONS/TITLES/EXPENSES | MONTHLY RATE | |
| CATEGORY A – General Business Services | ||
| Project Manager | $ | 2,000 |
| Team Member | $ | 300 |
| Office Rental/Utilities | $ | 2,500 |
| Authmobile Rental | $ | 500 |
| CATEGORY B – Technical Services | ||
| Web Hositng Package | $ | 2,000 |
| Web Maintenance, Updates and Upgrades | $ | 2,000 |
| Computer Engineer/Programer | $ | 000 |
| Xxxxxxxxx Specialist | $ | 1,000 |
| Network Engineer | $ | 1,000 |
| CATEGORY C – R&D Services | ||
| Feature Development | $ | 2,000 |
| Product Development | $ | 2,000 |
