Exhibit
10.2


 


Pursuant
to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because
it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


 


SERVICE
AGREEMENT


 


This
Service Agreement (“Agreement”) is made of and entered into on 08th September 2021 between CytoMed
Therapeutics (Malaysia) Sdn. Bhd. (“Company”) and Choo Chee Kong (“Service Provider”).


 


BETWEEN


 


(1)
       CHOO CHEE KONG (Singapore National ID : [*****]) of [*****] (the “Service Provider”);


 


AND


 


(2)        CYTOMED THERAPEUTICS (MALAYSIA) SDN. BHD. (Registration Number: 201301044786 (1074609-M)),
a company incorporated in Malaysia and having its registered office at Room 503, 5th Floor Merlin Tower, Jalan Meldrum, 80000
Johor Bahru, Johor (the “Company”).


 


The
Company and the Service Provider shall hereinafter be referred to singularly as “Party” and collectively as “Parties”.


 


WHEREBY
IT IS AGREED as follows:


 


	1.	Scope
                                            of Work



 


To
provide Business Development and Marketing Services (“Workscope”) to the Company. Subject to mutual agreement, this
engagement could be extended to CytoMed Therapeutics Pte Ltd (“CytoMed”, and together with its subsidiaries, the “CytoMed
Group”).


 


	2.	Date
                                            of Commencement and Term of Engagement



 


The
initial term of this engagement shall commence on 08th September 2021 and it shall continue in effect for a period of one
(1) year ending on 07th September 2022 (“Initial Term”).


 


Thereafter,
this Agreement shall be renewed automatically for additional one (1) year term unless terminated by a Party in accordance to Clause 8
hereinbelow.


 


	3.	Duties
                                            and Responsibilities



 


		3.1	Under
                                            the Workscope, the duties and responsibilities of the Service Provider shall be as follows:



 


		(a)	devote
                                            effort to developing, promoting and managing the Company’s business interests and shall
                                            act at all times in a prudent manner to preserve the reputation and integrity of the Company.



 




    	 



    	 



    

 


		(b)	at
                                            all times carry out the duties of that position as assigned to the Service Provider from
                                            time to time and all incidental duties in a diligent, timely and competent manner.
	 	 	 
		(c)	not
                                            represent any other company in the same industry or engage in any other commercial activity
                                            or activities with such companies without the prior written consent of the Company; and
	 	 	 
		(d)	use
                                            the best efforts to be in constant communication with others in the Company’s industry
                                            to further the business interests of the Company and shall keep the Company fully and constantly
                                            advised of the market conditions and developments.



 


		3.2	The
                                            responsibilities of the Service Provider shall include:



 


		(a)	analyse
                                            market trend and competitor’s position;
	 	 	 
		(b)	develop
                                            and execute business and marketing strategies to expand existing and new market;
	 	 	 
		(c)	networking
                                            with customers and collaborators;
	 	 	 
		(d)	receive
                                            and review customers and collaborators’ enquiry; and
	 	 	 
		(e)	any
                                            ad-hoc tasks as instructed by the Company.



 


	4.	Place
                                            of Service 



 


Principal
place of service shall be in Singapore.


 


	5.	Tax
                                            Liability



 


All
taxers including personal income taxes liabilities in Singapore and Malaysia shall be on the account of the Service Provider.


 


	6.	Service
                                            Fee



 


As
full compensation for the services rendered pursuant to this Agreement, the Company shall pay the Service Provider the sum of RM 2,000.00/=
per month, to be paid at the last working day of the month to the following bank account:


 




    	 



    	 



    

 


	 	Beneficiary	[*****]
	 	 	 
	 	Beneficiary’s
    Bank	[*****]
	 	 	 
	 	Beneficiary’s
    Bank Address	[*****]
	 	 	 
	 	Beneficiary’s
    Bank Account No.	[*****]
	 	 	 
	 	Swift
    Code	[*****]


 


The
Service Provider shall not be entitled to any overtime claim. Visa, accommodations, airfares, travel insurance, petrol, entertainment
fee shall be at the Company’s costs.


 


	7.	Expenses



 


During
the term of this Agreement, the Service Provider shall submit the expenses according to the claim format as advised by the Company and
the Company shall reimburse the Service Provider for all reasonable and approved out-of-pocket expenses which are incurred in connection
with the performance of the Workscope specified hereinabove. Notwithstanding the foregoing, expenses for the time spent by the Service
Provider in traveling to and from the Company office shall not be reimbursable.


 


	8.	Termination



 


Any
Party may terminate this Agreement at any time by three (3) months’ advance written notice to the other Party, unless otherwise
agreed between the Parties. In addition, if the Service Provider is convicted of any crime or offense, fails or refuses to comply with
the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder,
or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Service Provider immediately
and without prior written notice to the Service Provider.


 


	9.	Independent
                                            Service Provider



 


This
Agreement shall not render the Service Provider an employee, partner, agent of, or party to a joint venture with the Company for any
purpose. The Service Provider is and will remain an independent service provider in his relationship to the Company. The Company shall
not be responsible for withholding taxes with respect to the Service Provider’s compensation/service fee hereunder. The Service
Provider shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security,
worker’s compensation, health or disability benefits, unemployment insurance benefits, statutory contributions or employee benefits
of any kind.


 


	10.	Notices 



 


Any
notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage prepaid, return receipt requested;


 




    	 



    	 



    

 


	 	Company	Attention

                                                                               

    Designation

     

    Tel

     

    Email

     

    Postal
    Address
	:
                                            [*****]

     

    :
    Director

     

    :
    [*****]

     

    :
    [*****]

     

    :
    No.12, Jalan Permas 9/16

     

    Bandar
    Baru Permas Jaya, 81750 Masai, Johor,

    Malaysia.

	 	 	 	 
	 	Service
    Provider	Attention

     

    Tel

     

    Email

     

    Postal
    Address
	:
                                            Peter Choo

     

    :
    [*****]

     

    :
    [*****]

     

    :
    [*****]



 


11.       Confidentiality


 


The
Company is committed to taking whatever steps necessary or desirable to protect what it views as its proprietary or confidential information.
While appointed pursuant to these terms, Service Provider shall protect and guard such information, and shall keep with complete secrecy
all proprietary and confidential information entrusted to Service Provider. Except for the purpose of performing Service Provider’s
responsibilities under these terms, Service Provider shall not directly or indirectly use, disseminate, disclose, lecture upon or publish
articles concerning such information without the Company’s prior consent. For this purpose, proprietary or confidential information
includes any information developed, used in or relating to the business of the Company. The Service Provider may be asked from time to
time to sign the Company’s standard confidentiality agreement to confirm Service Provider’s confidential and other fiduciary
obligation to the Company. The Service Provider agrees that consent is given to the Company to collect, record, store, use and process
“Personal Data” as defined by the Personal Data Protection Act 2010 relating to the Service Provider for all purposes relating
to the Workscope.


 


The
provision of this Clause shall continue to apply after the termination of this Agreement without limit in point of time, but shall cease
to apply to information or knowledge which may legally come into the public domain other than by way of unauthorised disclosure by Service
Provider.


 


12.       Non-solicitation
and non-competition


 


The
Service Provider shall not at any time either during the continuance of the engagement hereunder or within one (1) year thereafter either
on Service Provider’s own account or for any other person or body corporate or unincorporated directly or indirectly entice away
from the Company, or its associated companies any person who now is or shall at any time during or at the date of the termination of
this Agreement be an employee of the Company or its associated companies or induce, persuade or suggest to such employee that he or she
shall leave the employment of the Company or its associated companies.


 


The
Service Provider covenants with the Company that Service Provider shall not within the area of Service Provider’s responsibility
or expertise for a period of one (1) year after termination of this Agreement without the prior written consent of the Company, either
on Service Provider’s own account or for any other person, directly or indirectly, solicit, interfere with or endeavour to entice
away from the Company, any person or company who is or has been a client, customer or executive of or in the habit of dealing with the
Company. The Company reserves the right to take any action, legal or otherwise, against Service Provider should the Service Provider
breach the above undertaking in letter and in spirit. Moreover, the Service Provider agrees to indemnify the Company for any loss howsoever
caused by the Service Provider breach of the above undertaking.


 




    	 



    	 



    

 


13.       Conflict
Of Interest 


 


13.1       Service
Provider shall not, without the consent of the Company, be directly or indirectly employed, engaged, concerned with or hold office or
position, (whether as an employee, agent, independent contractor or otherwise) in any organisation, enterprise, employer or business
or trade where a conflict of interest or potential conflict of interest may arise between his personal interest and the interest of the
Company for as long as Service Provider is engaged by the Company.


 


13.2       Service
Provider must not venture into any kind of activities that may be in conflict with the Company/holding or subsidiary or associated Company
interests. The Service Provider must obtain the prior written approval of the


 


Company
before assuming other opportunities for financial gain whilst within our appointment.


 


14.
       Intellectual Property


 


Any
process, procedure, program, discovery, idea, formulae, improvement, development, technology, design, invention (collectively “Inventions”),
whether or not patentable or copyrightable, conceived, developed, invented or made solely by the Service Provider, or jointly with others,
while in the service of the Company in connection with or in any way affecting or relating to the business of the Company, its related
corporations and/or associated companies (a “Group Company”) or capable of being used or adapted for use therein or
in connection therewith shall forthwith be disclosed to the Company and shall belong to and be the absolute property of the Company or
such other Group Company as the Company may nominate for the purpose.


 


The
Service Provider, if and whenever required so to do (whether during or after the termination of his engagement), shall at the expense
of the Company or its nominee apply or join in applying for letters patent or other similar protection in the Republic of Singapore or
any other part of the world for any such Inventions as aforesaid and execute all instruments and do all things necessary for vesting
the said letters patent or other similar protections when obtained and all right and title to and interest in the same in the Company
and/or its nominee absolutely and as sole beneficial owner or in such other person as the Company may require.


 


15.       
Other General Terms & Conditions


 


If,
in the opinion of the Company, the Service Provider shall at any time neglect or refuse to perform or comply with all lawful directions
given by the Company, in pursuance of this appointment or fail to observe any of the conditions or stipulations of this appointment or
if found guilty of insobriety or misconduct, breach of trust or dishonesty or incompetent or untrustworthy or any way misconduct at work,
the Company may immediately, and without assigning any reason, terminate this Agreement hereunder and in any such case, the Service Provider
will not be entitled to the payment of any sum by the Company either by way of monies or otherwise but this provision shall not in any
way prejudice the right of the Company to claim damages for breach of the Agreement by the Service Provider.


 




    	 



    	 



    

 


16.       
Modification of Agreement


 


No
provision of this Agreement may be waived, amended or modified unless in writing by the Parties hereto.


 


17.
       Governing Law and jurisdiction


 


This
Agreement shall be governed by the laws of Malaysia and each of the parties hereto submits to the non-exclusive jurisdiction of the courts
of Malaysia.


 


18.
      Severance


 


If
any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the
minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision
shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity
and enforceability of the rest of this Agreement.


 


19.       Waiver


 


A
waiver of any right or remedy under this Agreement or law is only effective if given in writing and shall not be deemed a waiver of any
subsequent breach or default. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law
shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any
other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or
any other right or remedy.


 


20.       
Third party rights


 


A
person who is not a party to this Agreement has no right to enforce any term of this Agreement.


 


21.       
Entire agreement


 


This
Agreement constitutes the entire agreement between the Parties and supersede all prior communications, negotiations, representations,
and agreements between the Parties concerning the subject matter.


 


22.       
Counterparts


 


This
Agreement may be executed in 2 or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed in duplicate originals as of the month, day, and
year first above written.


 


THE
SERVICE PROVIDER


 


	Signed
    by 	)
	 	 
	CHOO
    CHEE KONG (Singapore National ID: [*****])	)
                                            /s/ CHOO CHEE KONG

    

	 	 
	 	)


 


THE
COMPANY


 


	Signed
    by 	)
	 	 
	TAN
    YOONG YING (NRIC Number: [*****])	)
    /s/ TAN YOONG YING
	 	 
	for
                                            and on behalf of
	)

	 	 
	CYTOMED
    THERAPEUTICS (MALAYSIA) SDN. BHD. (Registration Number: 201301044786 (1074609-M))