AGREEMENT FOR SERVICES
Exhibit 10.1
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.
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
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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
1.
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TERRITORY
|
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
|
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
|
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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REPORTING
|
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
|
3% of
iGalen International Inc. revenue as development and support fee
for the IGalen Mobile Application in the year 2017
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