Exhibit
10.5


 


UIM/331


 


THIS
AGREEMENT is made this 14th day of November 2017


BETWEEN


 


(1)
THE GOVERNMENT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION (the “Government”) as represented by the
Commissioner for Innovation and Technology


AND


 


(2)
UBI BLOCKCHAIN INTERNET LIMITED (the “Company”), a company incorporated in Hong Kong whose registered office
is at Unit 03, Level 9, Core F, Smart Space Block 3, Hong Kong Cyberport, 100 Cyperport Road, Hong Kong and THE HONG KONG
POLYTECHNIC UNIVERSITY (the “University”), a university founded by statute of the Hong Kong Special
Administrative Region whose registered address is at The Hong Kong Polytechnic University, Kowloon (collectively the
“Beneficiary”).


WHEREAS


 


	(
    I )	The
    Government has set up an innovation and Technology Fund (the “ITF”) in the Hong Kong Special Administrative Region.
	 	 
	(2)	The
    Company, in collaboration with the University, has applied to the Government for financial assistance from the ITF in order
    to carry out the Project as defined below jointly with the University and the Government has agreed to provide such
    assistance upon the following terms and conditions.


 


IT
IS AGREED as follows:


 


	1.	Definitions and Interpretation




 


	 	1.1	Definitions	 
	 	 	 	 
	 	 	Agreement	means
    this agreement between the Government and the Beneficiary as from time to time amended or supplemented.
	 	 	 	 
	 	 	Appendix	means
    the appendix to this Agreement.
	 	 	 	 
	 	 	Auditor	means
    an independent auditor who is a certified public accountant (practising) registered under the Professional Accountants Ordinance
    (Cap. 50).
	 	 	 	 
	 	 	CIT	means
the Commissioner for Innovation and Technology of the Government or any person authorized to act on his behalf.



 




    	 



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	 	Commencement
    Date	means
    15 November 2017.
	 	 	 
	 	Company’s
    Contribution	means
    the amount to be contributed by the Company to the Project Cost as referred to in clause 21.
	 	 	 
	 	Completion
    Date	means
    14 November 201.9.
	 	D.Aud.	means
    the Director of Audit of the Government
    or any person authorized to act on his behalf.
	 	 	
	 	Equipment	means
    the equipment instrument or machinery defined as the Equipment in the Project Proposal.
	 	 	 
	 	Final
    Report	means
    the final report to be submitted by the Beneficiary under clause 16.
	 	 	 
	 	Financial
    Year	 
    means the period from 1 April in any year to 31 March in the immediately succeeding year, both days inclusive. The first Financial
    Year during the Project Period shall be a period from the Commencement Date up to 31 March in the immediately succeeding year
    (provided that period shall not be less than 6 months), or if that period is less than 6 months, up to 31 March in the next
    following year provided that the period for any Financial Year shall not exceed 18 months. The last Financial Year shall be
    a period from the second last 1 April of the Project Period (so long that period shall not exceed 18 months) or the last 1
    April in the Project Period (so long that period shall not be shorter than 6 months) up to the end of the Project Period or
    the date on which this Agreement is early terminated.  
	 	 	 
	 	Funds	means
    the amount of contribution to be made by the Government to the Project Cost as referred to in clause 22.
	 	 	 
	 	Hong
    Kong	means
    the Hong Kong Special Administrative Region.





 



    	 



    	-3-



    

 


	 	Interest	means
    all interest on the Funds, the Company’s Contribution and any and all other receipts and income relating to the Project
    which has accrued or should have accrued to the Project Account.
	 	 	 
	 	IPR	means
    patents, trade marks, service marks, trade names, design rights, copyright, domain names, database rights, rights in know-how,
    new inventions, designs or processes and other intellectual property rights of whatever nature and whatsoever arising, whether
    now known or hereafter created, and in each case whether registered or unregistered and including applications for the grant
    of any such rights.
	 	 	 
	 	ITF
    Guide	means
    the publication “Guide to the Innovation and Technology Fund - Volume III: University-Industry Collaboration Programme”
    published by the Government in June 2002 and the Addendum thereto published by the Government in September 2004.
	 	 	 
	 	Post-Project
    Evaluation Report	means
    the post-project evaluation report to be submitted by the Beneficiary under clause 17.
	 	 	 
	 	Progress
    Reports	means
    the progress reports to be submitted by the Beneficiary under clause 14.
	 	Project	means
    the project entitled “Blockchain-Based Food and Drug Counterfeit Detection and Regulatory System”.
	 	 	 
	 	Project
    Account	means
    the project account mentioned in clause 26.
	 	 	 
	 	Project
    Co-ordinator	means
    the project co-ordinator to be appointed by the Beneficiary under clause 12.


 



    	 



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	 	Project
    Cost	means
    the cost of the Project mentioned in clause 20.
	 	 	 
	 	Project
    Materials	means
                                         the products, technology, know-how,

        specifications,
        formulae, databases, computer software and programmes, technical manuals, works of authorship, presentations, diagrams,
        drawings, charts, tables, graphs, pictures, photographs, plans, models, opinions, comments, specifications, formulae,
        documents and materials compiled, developed, produced or created by or on behalf of the Beneficiary (whether individually
        or jointly with the Government) in relation to and/or in the course of the performance of the Project recorded or stored
        by whatever means in whatever form or media and all the drafts, uncompleted versions and working papers of any of the
        above items.

	 	 	 
	 	Project
    Period	means
    the term of the Project commencing from the Commencement Date and ending on the Completion Date or the date of early termination
    of this Agreement.
	 	 	 
	 	Project
    Proposal	means
    the project proposal at the Appendix.
	 	 	 
	 	Project
Result
	means
any deliverables arising from the Project which may be, without limitation, in the form of new technologies, products, facilities,
databases, computer software/ programmes, reports, technical manuals or consultancy services.

	 	 	 
	 	Steering
Committee
	means
the steering committee to be established by the Beneficiary pursuant to clause 10.



 


	 	1.2	In this Agreement, except where the context otherwise
requires:




 


	 	1.2.1	headings
    to clauses are for convenience only and do not affect the interpretation of this Agreement;
	 	 	 
	 	1.2.2	a
    reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may
    from time to time be, amended, modified or reenacted;


 




    	 



    	-5-



    

 


	 	1.2.3	words
    denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders;
	 	 	 
	 	1.2.4	a
“person” shall mean any person or body of persons whether incorporated or unincorporated;
	 	 	 
	 	1.2.5	references
    to the Beneficiary shall mean their respective successors, permitted assigns and any person deriving title under them;
	 	 	 
	 	1.2.6	references
    to clauses and Appendix shall mean the clauses of, and the Appendix to, this Agreement; and
	 	 	 
	 	1.2.7	where
    any contractual obligations, warranties, undertakings or representations herein are undertaken, given or made or any liabilities
    are assumed (as the case may be) by the Beneficiary, the same shall be deemed to be given or made or assumed by each one of
    them jointly with the other and severally.


 


	 	1.3	The
ITF Guide and the Project Proposal at the Appendix shall form part of this
    Agreement.
	 	 	 
	 	1.4	In
    the event of any conflict or inconsistency between the provisions of this Agreement and the contents of the ITF Guide, the
    provisions of this Agreement shall prevail.


 


Commencement
and Completion of the Project


 


	2.	This
    Agreement shall take effect on the Commencement Date and the Project shall be completed on or before the Completion Date subject
    to early termination as provided in this Agreement.


 


Obligations
of the Beneficiary


 


	3.	In
    consideration of the Government agreeing to grant the Funds in accordance with clause 22, the Beneficiary shall carry out
    and complete the Project in accordance with this Agreement, the Project Proposal and any requirements relating to the Project
    as may from time to time be prescribed by the Ca in writing.


 


Warranties
and Undertakings of the Beneficiary


 


	4.	The
    Company hereby warrants that when entering into this Agreement and throughout the continuance of this Agreement:



 



    	 



    	-6-



    

 


	 	4.1
    	it
    is able to pay its debts as they fall due and it is not insolvent;
	 	 	 
	 	4.2	whether
    through its board of directors or members, it has not passed and does not intend to pass any resolution for its winding
    up;
	 	 	 
	  	4.3 	no
    person has made any petition for the winding up of the Company, or appointed
    any receiver or exercised any other right or power over or against its assets; and
	 	 	 
	 	4.4	it
    knows of no circumstance where any person intends or threatens to do any of the foregoing.


 


	5.	The
    Company hereby undertakes that it will forthwith notify the Government in writing upon its becoming aware of the occurrence
    of any event or circumstance which renders the representation and warranty set out in clause 4 to become untrue or inaccurate.
	 	 
	6.	The
    Beneficiary hereby warrants and undertakes that it shall:


 


	 	6.1	comply
    with the ITF Guide and any requirements relating to the Project as may
    from time to time be prescribed by CIT in writing;
	 	 	 
	  	6.2	carry
    out its duties and obligations in this Agreement in accordance with
    the terms and conditions of this Agreement including the Project Proposal;
	 	 	 
	  	6.3	apply
    the Funds and the Company’s Contribution prudently, efficiently and
    solely for the purpose of the Project at such time and in such manner as specified in the budget of the Project set out in
    the Project Proposal. Unless otherwise agreed by CIT, the Beneficiary shall not incur costs and expenses prior to the
    Commencement Date or after the end of the Project. Period. The Beneficiary shall solely be responsible for any such costs and
    expenses;
	 	 	 
	 	6.4	cause
    the Funds, the Company’s Contribution, income and all other receipts relating to the Project to be paid into and all
    payments and expenditure relating to the Project to be paid out of the Project Account and ensure that all receipts and payments
    in connection with the Project are properly and timely recorded;
	 	 	 
	  	6.5	use
    the Equipment for the sole purpose of the Project and only to the extent
    as specified in the Project Proposal provided always that the University may use the Equipment for training/educational
    purpose during the idle time of such Equipment;
	 	 	 
	 	6.6	operate
    and use the Equipment in a proper manner and maintain the same at its own cost and expense at all times in good repair and
    condition (fair wear and tear excepted);


 




    	 



    	-7-



    

 


	 	6.7	not
    dispose or otherwise part with the possession of and shall retain the title to the Equipment for at least 2 years after the
    end of the Project Period unless otherwise directed or approved by CIT in writing;
	 	 	 
	 	6.8	permit
    CIT and D.Aud. to inspect the Equipment at all reasonable times upon request within 2 years after the end of the Project Period;
	 	 	 
	 	6.9	permit
    CIT and D.Aud. to enter and to inspect at all reasonable times any premises where any activities of the Project is being carried
    out and to procure the licence or permit for such purposes from any third parties if necessary; and
	 	 	 
	 	6.10	comply
    with all applicable laws, regulations and by-laws in carrying out the Project, including the giving of all notices, the paying
    of all fees and the obtaining of all consents and approvals from relevant authorities.


 


Indemnity
from the Beneficiary


 


	7.	The
    Beneficiary shall indemnify and keep the Government indemnified from and against (a) any and all claims, actions, investigations,
    demands, proceedings, judgments threatened, brought or instituted against the Government (whether or not successful, compromised
    or settled); and (b) all liabilities (including liabilities to pay damages or compensation), damages, costs, losses, charges
    and expenses which the Government may sustain or incur (including all legal and other costs, charges, and expenses, on a full
    indemnity basis, which the Government may pay or incur in initiating or disputing or defending any action or proceeding),
    which in any case arise directly or indirectly from, or as a result of, or in connection with, or which relate in any way
    to:


 


	 	(i)	the
    performance or breach by the Beneficiary of any provisions of this Agreement; or
	 	 	 
	 	(ii)	the
    negligence, recklessness, tortious acts or wilful misconduct of the Beneficiary, its employees, agents, consultants or sub-contractors
    in the conduct of the Project; or
	 	 	 
	 	(iii)	any
    allegation of or claim for infringement of the IPR of any party arising from or in any way related to the Project.


 


This
clause 7 shall survive the completion of the Project or expiry or early termination of this Agreement.


 


Probity
Clause


 


	8.	The
Beneficiary shall observe the Prevention of Bribery Ordinance (Cap. 201) and shall advise its employees, subcontractors, agents
and other personnel who are in any way involved in the Project that they are not allowed to offer to or solicit or accept from
any person any money, gifts or advantages as defined in the Prevention of Bribery Ordinance in the conduct of or in relation to
the Project.



 




    	 



    	-8-



    

 


	9.	If
the Beneficiary, its employees, subcontractors, agents or other personnel who are in any way involved in the Project commit any
offence under the Prevention of Bribery Ordinance in relation to this Project, this will be considered conduct prejudicial to
the Project under clause 51.8 and the Government may exercise its right to terminate this Agreement under clause 51,
	 	 
	 	Steering
    Committee 
	 	 
	10.	There
    shall be established a steering committee for the Project before the Commencement Date. The Steering Committee shall comprise
    representatives of the Company and the University and shall meet at least once every three months throughout the duration
    of the Project.
	 	 
	11.	The
Steering Committee shall:



 


	 	11.1	monitor
    the progress of the Project generally and endorse the Progress Reports of the Project before their submission to the Government
    in accordance with clause 14;
	 	 	 
	 	11.2	endorse
    the Final Report of the Project before its submission to the Government in accordance with clause 16; and
	 	 	 
	 	11.3	endorse
    the financial statements and the audited accounts of the Project before their submission to the Government in accordance with
    clauses 47 and 48.


 


Project
Co-ordinator


 


	12.	The
    Beneficiary shall appoint a project co-ordinator and a deputy project co-ordinator for the Project.
	 	 
	13.	The
    Project Co-ordinator and his deputy shall:


 


	 	13.1	oversee
    the carrying out of the Project and ensure that all terms and conditions of this Agreement and the ITF Guide and all the requirements
    relating to the Project as may from time to time be prescribed by CIT in writing are complied with;
	 	 	 
	 	13.2
    	report the progress and results
                                         of the Project to the Steering Committee;




	 	 	 
	 	13.3
    	monitor
                                                                              the prudent, efficient and proper use of the Funds and the Company’s Contribution to ensure that they are expended in
                                                                              accordance with the budget of the Project set out in the Project Proposal;



 




    	 



    	-9-



    

 


	 	13.4	exercise
    economy in the use of the Funds and the Company’s Contribution and ensure that they are spent in the most cost-effective
    manner;
	 	 	 
	 	13.5	liaise
    with the Government or CIT on matters relating to the Project; and
	 	 	 
	 	13.6	attend
    progress meetings on the Project as may be convened by CIT from time to time.


 


Progress
Reports


 


	14.	Unless otherwise directed by CIT, the Beneficiary shall obtain the endorsement of the Steering Committee of the progress reports on the Project in the format to be provided by CIT and then submit the Progress Reports to CIT (each a “Progress Report”) in the following manner:14.1 the first Progress Report covering the period from the Commencement Date to 3 I August 2018 to be submitted on or before 30 September 2018;
	 	 
	15.	CIT
    will issue a notice in writing specifying whether a Progress Report is accepted. If a Progress Report is not accepted, CIT
    will in normal circumstances provide reasons for the rejection unless CIT considers it inappropriate to disclose the reasons.
	 	 
	16.	Within
    two months after the end of the Project Period, the Beneficiary shall submit to the Government a final report endorsed by
    the Steering Committee in the format to be provided by CIT (“Final Report”).
	 	 
	17.	Within
    six months after the end of the Project Period, the Beneficiary shall submit to the Government a post-project evaluation
    report in the format to be provided by CIT (“Post-Project Evaluation Report”).
	 	 
	18.	Whenever
    so required by CIT, the Beneficiary shall forthwith provide clarification, explanations and/or additional information on the
    contents of any Progress Report, the Final Report and the Post-Project Evaluation Report.
	 	 
	19.	The
    University shall keep proper records of all information that relates to the Project and all reports on the progress of the
    Project including without limitation the Progress Reports and the Final Report until expiry of at least 2 years after the
    Project Period or up to the date as otherwise specified by CIT within the aforesaid 2 years and shall upon request by CIT
    or D.Aud. produce the same for inspection by CIT and D.Aud. at all reasonable times. This clause shall survive the expiration
    or early termination of this Agreement.
	 	 
	 	Project
    Cost
	 	 
	20.	The estimated cost of the Project is HK$6,037,500.00.


 




    	 



    	-10-



    

 


Company’s
Contribution


 


	21. 	The Company undertakes to contribute HK$3,018,750.00
in cash to the Project Cost in the following manner:




 


	 	21.1	9.30% of the Project Cost being HK$561,197.55 to be
paid into the Project Account upon the signing of this Agreement;
	 	 	 
	 	21.2	the remainder of the Company’s Contribution (such amount or amounts
                                    shall not take into account the projected administrative overheads of the Project) being HK$2,063,802.45
                                    to be paid by 3 installments into the Project Account on or before the first of April
                                    2018, October 2018 and April 2019 respectively; and




	 	 	 
	 	21.3	the Company's contribution to the administrative overheads of the Project being HK$393,750.00 or 15% of the
Company's Contribution utilized for the Project, whichever is the less, to be paid to the University within 3 months after the
end of the Project Period.






 

Government’s
Contribution and Manner of Payment


 


	22.	Subject
    to clauses 3 and 51, the Government shall contribute not more than HK$3,018,750.00 to the Project Cost in the following manner:



 


 


	 	22.1	9.30% of the Project Cost being HK$561,197.55 will be paid upon signing of this Agreement and against production
by the Beneficiary of evidence to the satisfaction of CIT showing due contribution by the Company in accordance with clause 21.1
above;
	 	 	 
	 	22.2	the remainder (such amount or amounts shall not take into account the
                                    projected administrative overheads of the Project) being HK$2,063,802.45 will be paid
                                    by 3 installments in accordance with the cashflow schedule attached at the end of the
                                    Appendix, of which the installment payable after the Progress Report will be paid within
                                    30 days after the acceptance by CIT of the Progress Report in respect of the immediately preceding
                                    reporting period ending on 31 August 2018 and against production by the Beneficiary of evidence
                                    to the satisfaction of C1T showing due payment of the relevant installment contribution
                                    by the Company in accordance with clause 21.2 above PROVIDED always that CIT shall have power
                                    to:









 


	 	22.2.1	either defer from making payment
                                         until such time as CIT considers appropriate or cease further installment payments
                                         if:






 


	 	22.2.1.1	the Government decides to terminate the Project or this
Agreement on the occurrence of any of the events mentioned in clause 51; or





 




    	 



    	-11-



    

 


	 	22.2.1.2	CIT is not satisfied with any of the Progress Reports
or the Company or the University’s performance of the work in relation to the Project; or





 


	 	22.2.2	without
    cause, defer payment of 5% of the Funds until all the milestones stipulated in the Project Proposal have been completed and
    all other requirements as may be prescribed by CIT from time to time have been met by the Beneficiary to the satisfaction
    of CIT; and


 


	 	22.3	a contribution to the administrative overheads of the Project of an amount up to HK$393,750.00 or 15% of the
Government's Contribution utilized for the Project, whichever is the less, will be paid by the Government within 30 days from the
receipt by the Government/CIT of all of the following:


 


	 	22.3.1	the
    University’s written application for such payment; and
	 	 	 
	 	22.3.2	the
    Final Report referred to in clause 16; and
	 	 	 
	 	22.3.3	the
    final audited account referred to in clause 48.2; and
	 	 	 
	 	22.3.4	the
    Interest, residual funds, any balance thereof and such other amounts referred to in clause 53.1 or clause 53.2 (as the case
    may be),


 


provided
that CIT shall have power to defer payment of any or all of the Government’s contribution to the administrative overheads
of the Project if the Beneficiary fails to produce evidence to the satisfaction of CIT showing due contribution to the administrative
overheads of the Project referred to in clause 21.3 has been made by the Company.


 


	23.	For
    avoidance of doubt, the University shall not be entitled to charge any interest or claim any compensation or relief of whatsoever
    nature against the Government for any delay or withholding of payment of any of the Funds by the Government for any reason
    whatsoever.
	 	 
	24.	Application
    by the University for Government’s contribution to the administrative overheads of the Project under clause 22.3 shall
    be made based on the Funds utilized for the Project or an amount not more than the Company’s total contribution to the
    administrative overheads of the Project, whichever is the less.
	 	 
	25.	The
    Government makes no representation, by virtue of its funding the Project hereunder, as to the safety, value or utility of
    the Project, nor shall the fact of participation of the Government, its funding or exercise of its rights hereunder be deemed
    an endorsement of the Project or of the Beneficiary, nor shall the name of the Government be used for any commercial purpose
    by the Beneficiary or be publicized in any way by the Beneficiary, except for the acknowledgement of the funding support from
    the Government placed by the Beneficiary on Equipment, facilities, publicity or media events related to the Project as well
    as in publications arising from/relating to the Project.


 




    	 



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Project
Account


 


	26.	The Funds, Company’s
                                         Contribution and the funding from other sources shall be paid into a risk-free interest-bearing
                                         account of the University opened with a bank holding a full banking license under
                                         the Banking Ordinance (Cap. 155) under the University’s name specifically for processing
                                         all receipts and payments of all ITF projects awarded by the Government to the University.
                                         The University shall assign a unique account code specifically for processing all receipts
                                         and expenditure arising from or relating to the Project.




	 	 
	27.	The
    Funds, all Company’s Contribution and all other receipts relating to the Project including without limitation any income
    generated by the Project shall be paid into the Project Account.
	 	 
	 	Trustee
	 	 
	28.	50.00%
    of the Interest shall be accounted for and paid to the Government upon expiry of the Project Period or early termination of
    this Agreement in accordance with clause 53.1 or clause 53.2 (as the case may be) and the University shall not use
    any of such Interest except with the prior written consent of CIT. The University declares itself trustee who shall hold the
    Funds and 50.00% of the Interest in trust for the Government and shall hold the Company’s Contribution, the Interest
    (save for the Interest accountable to the Government) and all other funds, income and receipts for or arising from the Project
    in trust for the sole purpose of the Project.
	 	 
	29.	Unless
    otherwise directed by CIT, the University shall have power to apply the Funds, Company’s Contribution, the Interest
    (save for the percentage of Interest accountable to the Government referred to in clause 28) and all other funds, income and
    receipts for or arising from the Project for the sole purpose of the Project at such time and in such manner as specified
    in the budget of the Project in the Project Proposal.
	 	 
	 	Interest
	 	 
	30.	The
    Interest shall be retained in the Project Account throughout the Project Period, and shall not be withdrawn or used save in
    accordance with the terms of this Agreement or with the prior written consent of M. The University shall be fully accountable
    to the Government and the Company for and shall make good any Interest not paid into or kept in the Project Account in accordance
    with the provisions of this Agreement.


 




    	 



    	-13-



    

 


	31.	The
    Interest shall be reflected in the financial statements and audited accounts of the Project referred to under clauses 47 and
    48.
	 	 
	32.	In
    the event the University shall fail to pay to the Government the Interest held by the University as trustee for the Government
    or any part thereof or any sums of money are due and owing to the Government on the due date, interest on the outstanding
    Interest or sums shall accrue and be payable to the Government from the due date up to the date of actual payment in full
    at the then prevailing rate for savings account deposits of the Hongkong and Shanghai Banking Corporation Limited over the
    period when the amount is outstanding. Such interest shall accrue on a daily and 365 days for a year basis.
	 	 
	 	Procurement
    of Equipment. Goods and Services
	 	 
	33.	The Beneficiary shall exercise
                                         the utmost. financial prudence in the procurement of the Equipment, other goods
                                         and services for or incidental to the Project and shall, unless otherwise agreed in writing
                                         by CIT, adhere to the procurement procedures set out in clauses 33.1 to 33.3 below or
                                         at its option follow the established/current standard procurement procedures of the University:






 


	 	33.1	for every procurement of the Equipment, other goods or services the aggregate value of which does not exceed
HKS50,000, written price quotations from at least two suppliers or service providers shall be obtained. The procurement contract
should, unless otherwise agreed by CIT, be awarded to the supplier or service provider submitting the lowest price quotation;
	 	 	 
	 	33.2	for every procurement of the Equipment, other goods or services the aggregate value of which exceeds HK$50,000
but does not exceed HK$1,430,000, written price quotations from at least three suppliers or service providers shall be obtained.
The procurement contract should, unless otherwise agreed by CIT, be awarded to the supplier or service provider submitting the
lowest price quotation; and
	 	 	 
	 	33.3	for every procurement of the Equipment, other goods or services the aggregate value of which is more than
HK$1,430,000, there shall be open tendering. The procurement contract should be awarded to the supplier or service provider in
accordance with the terms of the tender.


 


	34.	Where
the Beneficiary, any of the staff or members of the University, or any director of the Company or any of their associates or associated
persons is in any way, directly or indirectly, interested in a proposed contract for the procurement of the Equipment, other goods
or services for or incidental to the Project, the Beneficiary shall, prior to the entry into the proposed procurement contract,
make full and proper disclosure of the nature of such interest and the terms and conditions of the relevant procurement contract
to CIT who may make further inquiries and/or give such directions in relation to the procurement of the Equipment, other goods
or services or the contract as CIT shall deem fit (including a direction ordering the Beneficiary to abstain from entry into the
proposed procurement contract) and the Beneficiary shall answer such enquiries or abide by such directions as appropriate. Provided
always a full and complete disclosure has been made by the Beneficiary pursuant to this clause, where CIT does not raise any enquiry
or give any directions after the expiry of 30 days from that disclosure, CIT shall be deemed to have no objection to the conclusion
of the procurement contract to which that disclosure relates.



 




    	 



    	-14-



    

 


	35.	For
    the purposes of clause 34,


 


	 	35.1	“associate”
    of a person means:


 


	 	35.1.1	a relative or partner of that person; or
	 	 	 
	 	35.1.2	a company one or more of whose directors is in common
with one or more of the directors of that person.





 


	 	35.2	“associated person” of a person means:





 


	 	35.2.1	any person who has control, directly or indirectly,
over that person; or
	 	 	 
	 	35.2.2	any person who is controlled, directly or indirectly,
by that person; or
	 	 	 
	 	35.2.3	any person who is controlled by, or has control over,
the first-mentioned person in clauses 35.2.1 and 35.2.2.





 


	 	35.3	a person having “control” over another person
means the power of that person to secure:





 


	 	35.3.1	by
    means of the holding of shares or interests or the possession of voting power in or in relation to the second-mentioned
    person or any other person; or
	 	 	 
	 	35.3.2	by
    virtue of powers conferred by any constitution, memorandum or articles of association, partnership, agreement or arrangement
    (whether legally enforceable or not) affecting that second-mentioned person or any other person; or
	 	 	 
	 	35.3.3	by
virtue of holding office as director in that second-mentioned person or any other person;



 


that
the affairs of that second-mentioned person are conducted in accordance with the wishes of the first-mentioned person.


 




    	 



    	-15-



    

 


	 	35.4	“director”
means any person occupying the position of a director by whatever name called and includes without limitation a de facto or shadow
director.
	 	 	
	 	35.5	“relative”
means the spouse, parent, child, brother or sister of the relevant person, and, in deducing such a relationship, an adopted child
shall be deemed to be a child both of the natural parent and the adopting parent and a step child to be a child of both the natural
parent and the step parent.


 


	36.	All
    quotations and tendering documents issued by the Beneficiary for procurement of goods and services shall be kept by the Beneficiary
    for at least 2 years after the end of the Project Period or for any other period as may otherwise be specified by CIT within
    2 years after the end of the Project Period and the Beneficiary shall upon request by CIT or D.Aud. forthwith produce the
    same for inspection by CIT and D.Aud. at all reasonable times.
	 	 
	37.	The
    Beneficiary shall ensure that all the procurement for the Equipment, goods and services for and incidental to the Project
    are carried out in an open and fair manner.
	 	 
	 	Hiring
    of Project Staff
	 	 
	38.	The
    Company shall abide by the principle of openness and competitiveness in hiring staff for the Project. Where the Company intends
    to employ a person as project staff who is a relative or close friend of the Project Co-ordinator, his deputy or anyone involved
    in the recruitment selection process, the Company shall, prior to offering the appointment, make full and proper disclosure
    of the conflict of interests to CIT who may make further inquiries and/or give such directions in relation to the employment
    of the project staff as CIT shall deem fit (including a direction ordering the Company to abstain from offering the appointment
    to the person) and the Company shall answer such enquiries or abide by such directions as appropriate. Provided always a full
    and complete disclosure has been made by the Company pursuant to this clause, where CIT has not raised any enquiry or given
    any direction after the expiry of [14] days from that disclosure, CIT shall be deemed to have no objection to the employment
    of the person to which that disclosure relates as a project staff.
	 	 
	 	Intellectual
    Property Rights
	 	 
	39.	The
    Beneficiary may at its discretion decide and agree on whether and how the income arising from the [PR in the Project Materials
    and Project Result is to be allocated.
	 	 
	40.	Notwithstanding
the provision in clause 39, the Company shall hold all IPR in the Project Result in its sole name and to that end the Beneficiary
shall make it a condition of its contracts with any of the employees, subcontractors, agents or other personnel who will be in
any way involved in the Project that the Company shall be the sole and absolute beneficial owner of all IPR in the Project Materials
including the Project Result howsoever arising to the exclusion of the University, employees, subcontractors, agents or other
personnel.



 




    	 



    	-16-



    

 


	41.	The
    Company undertakes to the Government that it shall take such steps as it or the Government thinks appropriate to protect the
    IPR in the Project Materials and shall promptly inform the Government of such IPR immediately upon their creations and may
    at the Company’s election apply for patents, registered designs, copyrights or other similar protection in that respect
    in such parts of the world as the Company elects. The Company shall update the Government of the details of such IPR including
    their registration details and the status of applications for registration.
	 	 
	42.	The
    Beneficiary hereby grants in favour of the Government an irrevocable sub-licensable licence during the continuance in force
    of this Agreement, and for a period of 2 years thereafter or until such other time as CIT may stipulate during that 2-year
    period for the Government and any authorized person acting on behalf of the Government to inspect any of the documents kept
    or maintained by or for the Beneficiary containing any Project Materials and/or to reproduce (in any form in/on any media
    and by whatever means) so many copies of such documents as the Government considers necessary. The Beneficiary hereby irrevocably
    grants to the Government, its employees and agents the right to enter any premises of the Beneficiary for the aforesaid purposes.
    To the extent that the Beneficiary is not empowered or does not have the authority to grant such rights mentioned in this
    clause, the Beneficiary undertakes, at its sole cost and expense, to procure the grant of such rights in its favour and in
    favour of the Government and persons authorized by the Government. If the Government so requests, the Beneficiary shall at
    its sole cost and expense supply and deliver further copies of any such documents to the Government within such period as
    may be specified in Government’s written request.
	 	 
	43.	The
    Beneficiary warrants to the Government that:


 


	 	43.1	the
    performance by the Beneficiary of this Agreement or the use or possession by CIT, its authorized users, assigns or successors-in-title
    of the Project Materials or any part thereof for any purposes does not and will not infringe any IPR of any party; and
	 	 	 
	 	43.2	the
    exercise of any of the rights granted under this Agreement by CIT, its authorized users, assigns and successors-in-title will
    not infringe any IPR of any party.


 


	44.	Clauses
    41 to 44 shall survive the completion of the Project or expiry or early termination of this Agreement.


 




    	 



    	-17-



    

 


Tide
to the Equipment


 


	45.	The
    University shall have the full legal and equitable title and interest in any and all of the Equipment procured by the Beneficiary.
	 	 
	46.	Notwithstanding
    that title to the Equipment shall vest in the University, the Equipment shall, up to the completion of the Project, be used
    in the manner as specified in clause 6.5.
	 	 
	 	Books
    and Records
	 	 
	47.	The
    University shall, as trustee of the Funds, keep proper books of accounts of all receipts and payments including receipts,
    counterfoils, vouchers and other supporting documents (collectively “Project Records”) in connection with the
    Project and render to CIT accounts of all receipts and payments in connection with the Project in the Progress Report.
	 	 
	48.	The
    University shall submit to CIT the following accounts which shall be duly audited by an Auditor and endorsed by the Steering
    Committee:


 


	 	48.1	in
    respect of each Financial Year, annual audited accounts of the Project to be submitted on or before the 30 June following
    the end of that Financial Year (save that in the case of the last Financial Year whereby the final audited account referred
    to in clause 48.2 is submitted); and
	 	 	 
	 	48.2	a
    final audited account of the Project in respect of the entire Project Period:



 


	 	48.2.1	where
    the Project Cost does not exceed HK$1 million, such account shall be submitted within 1 month after the end of the Project
    Period; or
	 	 	 
	 	48.2.2	where
    the Project Cost is HK$1 million or above, such account shall be submitted within 3 months after the end of the Project Period.


 


	49.	The
    University shall ensure that the Auditor:


 


	 	49.1	carries
    out his work in accordance with the Notes for Auditors of Recipient Organizations issued by CIT and as may be revised by CIT
    from time to time; and
	 	 	 
	 	49.2	prepares
    the Auditor’s report, which forms part of the annual and final audited accounts referred to in clause 48, in strict
    compliance with the specimen as attached to the Notes for Auditors of Recipient Organizations issued by CIT and as may be
    revised by CIT from time to time.


 




    	 



    	-18-



    

 


	50.	The
    University shall keep proper and separate books and records of all Project Records for an additional 2-year period after the
    end of the Project Period or for such longer period as otherwise specified by CIT within the aforementioned 2-year period
    and shall upon request by CIT or D.Aud. make the same as well as general ledger, sub-ledgers, cashbooks and bank statements
    available for inspection by CIT and D.And. at all reasonable times.


 


Termination


 


	51.	The
    Government may terminate this Agreement forthwith on the occurrence of any of the following events:


 


	 	51.1	the
    Beneficiary mis-uses or mis-applies the Funds or any part thereof or uses or applies the Funds or operates the Project Account
    in such manner which is in the sole opinion of the Government not in the public interest or not reasonable in the circumstances;
	 	 	 
	 	51.2	the
    Beneficiary or any one of them shall be in breach of any of the terms conditions representations warranties or undertakings
    in this Agreement;
	 	 	 
	 	51.3	the
    Beneficiary or any one of them shall fail in a material way to progress in accordance with the Project Proposal;
	 	 	 
	 	51.4	CIT
    shall form the opinion that the Project should be terminated in public interest;
	 	 	 
	 	51.5	any
    material change shall occur in the management, ownership or control of the Beneficiary or any one of them;
	 	 	 
	 	51.6	any
    material change shall occur in the composition of the project team referred to in the Project Proposal;
	 	 	 
	 	51.7	the
    Beneficiary fails or is unable to produce evidence of the Company’s Contribution made in accordance with clause 21;
	 	 	 
	 	51.8	the
    Beneficiary or any one of them shall engage in any conduct prejudicial to the Project;
	 	 	 
	 	51.9	the
    Company stops or suspends payments to its creditors generally or is unable or admits its inability to pay its debts as they
    fall due or seeks to enter into any composition or other arrangement with its creditors or shall cease or threaten to cease
    to carry on its business (except for the purposes of amalgamation, merger or reconstruction);
	 	 	 
	 	51.10	the
    Company shall go into liquidation (other than a voluntary liquidation for the purpose of amalgamation or reconstruction) or
    the Company shall pass a resolution or the court shall make an order for the liquidation of its assets or a receiver or manager
    shall be appointed over any of the Company’s business or assets or circumstances shall have arisen for such an appointment
    or a distress or execution shall be levied or enforced upon any of the Company’s chattels, properties or assets and
    shall not be discharged with seven (7) days thereafter; or


 




    	 



    	-19-



    

 


	 	51.11	the Company assigns, transfers, sub-contracts or purport to assign, transfer, sub-contract any of its benefits,
interests or obligations under this Agreement
without prior written consent of the Government.



 


Termination
Consequences


 


	52.	Immediately
    upon termination of this Agreement under clause 51, the Beneficiary shall not incur any further cost and expenditure for the
    Project. The Beneficiary shall solely be responsible for such further cost and expenditure (if any) which shall not be paid
    out of the Project Account. Any payments out of the Project Account in relation to the Project shall be subject to the prior
    written approval of the Government. The University which was previously exempted from opening a separate risk-free interest-bearing
    account shall, if Government so requests, open such bank account and transfer all the sums standing in its bank account representing
    the Funds, the Company’s Contribution, the Interest and residual funds to such separate bank account within such period
    as the Government may direct and do such further things and execute such documents as Government may direct.
	 	 
	53.	Upon
    the completion of the Project or early termination of this Agreement pursuant to clause 51 or otherwise, without prejudice
    to clause 52, the University undertakes:


 


	 	53.1	where
    the Project Cost does not exceed HK$1 million,


 


	 	53.1.1	to
    pay to the Government, upon the submission of the final audited account under clause 48.2, the following:


 


	 	53.1.1.1	50.00%
    of the final audited amounts of the Interest and residual funds, with a breakdown of the Interest and residual funds; and
	 	 	 
	 	53.1.1.2	any
    amount which the Government has paid in excess of the Funds; and


 


	 	53.1.2	to
    pay to the Company, after the payment to the Government under clause 53.1.1, the balance remaining in the Project Account
    (unless otherwise agreed by the Company); or


 




    	 



    	-20-



    

 


	 	53.2	where the Project Cost is HMI million or above,





 


	 	53.2.1	unless
    the final audited accounts are already available pursuant to clause 48.2 (in which case clause 53,1 shall apply), upon the
    submission of the Final Report pursuant to clause 16, to pay to the Government 50.00% of the Interest and residual funds remaining
    in the Project Account as at the date of submission of the Final Report, with a breakdown of the Interest and residual funds;
    and
	 	 	 
	 	53.2.2	upon
    the submission of the final audited account under clause 48.2, to pay to the Government the following:


 


	 	53.2.2.1	any balance of the final audited amounts of the Interest
and residual funds due to the Government which have not been paid to the Government under clause 53.2.1, with a breakdown of the
Interest and residual funds; and
	 	 	 
	 	53.2.2.2	any amount which the Government has paid in excess of
the Funds; and





 


	 	53.2.3	to
pay to the Company, after the payment to the Government under clause 53.2.1, the balance remaining in the Project Account (unless
otherwise agreed by the Company); and


 


	 	53.3	not
    to recover or claim against the Government for any amount of Interest or residual funds which the University has paid in excess
    of the final audited amounts of the Interest or residual funds as shown in the final audited account submitted under clause
    48.2.


 


	54.	If
    the termination of this Agreement is under clause 51.1, 51.2 or 51.3, the University shall on demand by the Government pay
    to the Government an amount equivalent to the Funds or portion thereof released for the Project.
	 	 
	55.	The
    expiry or early termination of this Agreement shall not prejudice any antecedent rights or remedies the Government may have
    against the Beneficiary including, without limitation, the right to claim for repayment of the Funds paid to the University
    together with all administrative, legal and other costs and interests incurred or accrued up to the date of repayment.
	 	 
	56.	Any
    provisions of this Agreement which are required by the context or are capable to be observed or performed after the expiry
    or early termination of this Agreement shall continue in force and effect notwithstanding such expiry or termination.


 




    	 



    	-21-



    

 


No
Additional Emoluments


 


	57.	Unless
    otherwise agreed by CIT, no additional emoluments shall be paid out of the Funds to any person working on or otherwise involved in the Project whose emolument is either funded by Government subvention
    or who is already on Government payroll or on payroll of a Government subvented body/institution irrespective of whether the
    relevant service/work is rendered within or outside the normal working hours of the person concerned.
	 	 
	58.	Miscellaneous
    


 


	 	58.1	Consent
    to Disclose
	 	 	 
	 	 	The
    Government shall have the right to disclose whenever it considers appropriate or upon request by any third party (written
    or otherwise) without any further reference to the Beneficiary any information on the Project including without limitation,
    the name and address of the Beneficiary, description of the Project, the Project Cost, the Funds and Company’s Contribution
    as the Government may think fit.
	 	 	 
	 	58.2	Severability
	 	 	 
	 	 	If
    at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, the legality,
    validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
	 	 	 
	 	58.3	Variation
	 	 	 
	 	 	Subject
    to the provisions of this Agreement, no waiver, cancellation, alteration or amendment of or to the provisions of this Agreement
    shall be valid unless made in writing and duly signed by all the parties.
	 	 	 
	 	58.4	Waiver
    of Remedies
	 	 	 
	 	 	No
    forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict
    the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power
    or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to
    that party and each such right, power, or remedy shall be cumulative.
	 	 	 
	 	58.5	Vicarious
    Liability
	 	 	 
	 	 	Any
    act, default, neglect or omission of any sub-contractors, employees or agents of the Beneficiary shall be deemed to be the
    act, default, neglect or omission of the Beneficiary.


 




    	 



    	-22-



    

 


	 	58.6	Entire
    Agreement
	 	 	 
	 	 	This
    Agreement and the documents referred to herein shall constitute the entire agreement concerning the subject matter hereof
    and shall supersede any and all prior representations, warranties and undertakings in respect of the subject matter herein.
	 	 	 
	 	58.7	Time
    of the Essence
	 	 	 
	 	 	Time
    shall be of the essence in respect of the Beneficiary’s performance of its obligations under this Agreement.
	 	 	 
	 	 	Governing
    Law and Jurisdiction



 


	59.	This
    Agreement shall be governed by and construed in accordance with the laws of Hong Kong and the parties submit to the jurisdiction
    of the courts of Hong Kong.
	 	 
	60.	Contracts
    (Rights of Third Parties) Ordinance


 


	 	60.1	It
    is noted that there is no provision in Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong)
    (“Cap 623”) which states that the Ordinance applies to the Government or contracts entered into by the Government.
	 	 	 
	 	60.2	Notwithstanding
    Clause 60.1, it is hereby declared that no person may be treated as a third party who or which may enforce any term of this
    Agreement under or for the purposes of section 4 of Cap 623.
	 	 	 
	 	60.3	Nothing
    in Clause 60.2 is intended to affect the following:


 


	 	(a)	the rights and powers conferred on the CIT under this Agreement including the exercise of any right under, or the enforcement of any claim or remedy, arising from or in connection with or in relation to, this Agreement;
	 	 	 
	 	(b)	the power of a public officer (including the CIT) under any law or regulation including any Ordinance or subsidiary legislation or any other legal instrument;
	 	 	 
	 	(c)	the power of a public officer to act by his own title or for the Government Representative or for the Government in any legal proceedings arising from or in connection with or in relation to this Agreement (including the Secretary for Justice);
	 	 	 
	 	(d)	the rights and obligations of any personal representative, administrator or other successor-in-title of any party to this Agreement; and
	 	 	 
	 	(e)	the rights and obligations of any assignee or transferee of any party to this Agreement under any assignment or transfer provided that where the assignment or transfer is by a party which is not the Government, the Government must have approved that assignment or transfer.




 




    	 



    	-23-



    

 


AS
WITNESS whereof this Agreement is signed by the Parties hereto the day and year first above written.


 


Signature


 


	SIGNED
    BY Bryan HA	 	 
	(Assistant
    Commissioner for Innovation and Technology)	}	/s/
    Bryan Ha
	(Name
    and Position/Title)	 	 
	 	 	 
	for
    and on behalf of the Government of the Hong Kong	}	 
	Special
    Administrative Region	}	 
	in
    the presence of Ms Fonny Shek	}	/s/
    Fonny Shek
	(Senior
    Manager-Innovation and Technology Fund)	}	 
	(Name
    and Position/Title of Witness)	}	 
	 	 	 
	SIGNED
    BY Tony Liu	}	/s/
    Tony Liu
	(CEO
    of UBI Blockchain Internet ltd.)	}	 
	(Name
    and Position/Title)	 	 
	 	 	 
	for
    and on behalf of UBI BlockChain Internet Limited	}	 
	in
    the presence of Sun Tai Wai	}	/s/
    Sun Tai Wai
	(Senior
    I.T Manager of UBI Blockchain Internet Ltd.)	}	 
	(Name
    and Position/Title of Witness)	}	 
	 	 	 
	SIGNED
    BY Prof. Ping-kong Alexander Wai	}	/s/
    Ping-kong A. Wai
	Vice
    President-Research Development	}	 
	(Name
    & Position/Title)	}	 
	 	 	 
	for
    and on behalf of The Hong Kong Polytechnic University	}	 
	in
    the presence of Dr. Virginia Cheng	}	/s/
    Virginia Cheng
	Head,
    Research Office	}	 
	(Name
    and Position/Title of Witness)	}