Exhibit
10.6


 


30th
April 2019


 


Baritech Sdn. Bhd

 No. 17-02, Q
Sentral


2A, Jalan Stesen Sentral 2

 KL
Sentral


50470 Kuala Lumpur


 


Dear Sirs,


 


LETTER OF ENGAGEMENT


 


ARBIOT Sdn Bhd (“ARBIOT”,
“we”, “us”) are pleased to assist Baritech Sdn Bhd (“Baritech”, “Company”) for Project Management
and Business Applications by providing the asset for the projects.


 


1.
Engagement and Services


 


Baritech is hereby engages ARBIOT to provide the assets
essential to the services rendered, and Baritech hereby accepts this Engagement.


 


2.
Subscription Fees


 


In consideration
of assets provided, the Company shall pay subscription fee for RM 68,299.19 per month, for the period of April 2019 to November 2019.
The subscription fee will be adjusted to RM 120,432.52 per month starting December 2019. This Engagement will be automatically renewed
every month.


 


3.
Termination


 


This Engagement
may be terminated by the Company, without cause and without liability, by giving THIRTY (30) calendar days written notice of such termination
to ARBIOT. This Engagement may be terminated by either party by giving THIRTY (30) calendar days written notice of such termination to
the other party in the event of material breach by the other party.


 


4.
Confidential Information


 


		(a)	Defined. In this Engagement the term “Confidential Information”
shall mean the Work Product and any and all information relating to the Company’s business, including, but not limited to, research, developments,
product plans, products, services, diagrams, formulae, processes, techniques, technology, firmware, software, know-how, designs, ideas,
discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed
by Company either directly or indirectly in writing, orally or visually, to ARBIOT. Confidential Information does not include information
which:



 


		i)	is in or comes into the public domain without breach of this Engagement by ARBIOT,



		ii)	was in the possession of ARBIOT prior to receipt from the Company and was not
acquired by ARBIOT from the Company under an obligation of confidentiality or non use,



		iii)	is acquired by ARBIOT from a third party not under an obligation of confidentiality
or non-use to the Company, or



 






     


     


    

 


		iv)	is independently developed by ARBIOT without use of any Confidential Information
of the Company.



 


		(b)	Obligations of Non-Disclosure and Non-Use. Unless otherwise agreed to in
advance and in writing by the Company, ARBIOT will not, except as required by law or court order, use the Confidential Information for
any purpose whatsoever other than the performance of the Services or disclose the Confidential Information to any third party.



 


ARBIOT may
disclose the Confidential Information only to those of its employees who need to know such information. In addition, prior to any disclosure
of such Confidential Information to any such employee, such employee shall be made aware of the confidential nature of the Confidential
Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with
the terms and conditions of this Engagement. In any event, ARBIOT shall be responsible for any breach of the terms and conditions of this
Engagement by any of its employees. ARBIOT shall use the same degree of care to avoid disclosure of the Confidential Information as it
employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.


 


5.
Other Terms and Conditions.


 


The General
Conditions and any Special Conditions are attached hereto as and made a part of this Engagement. In the event of a conflict between the
General Conditions and the Special Condition, the Special Conditions shall control.


 


6.
Interference with Business


 


		(a)	Non-Competition. During the term of this Engagement, ARBIOT will engage in
no business or other activities which are, directly or indirectly, competitive with the business activities of the Company without obtaining
the prior written consent of the Company.



 


		(b)	Non-Solicitation. ARBIOT agrees that for a period of one (1) year after
termination of this Engagement, Consultant shall not:



 


		i)	divert or attempt to divert from the Company any
business of any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of its suppliers
or customers, or



		ii)	employ, solicit for employment, or recommend for
employment any person employed by the Company, during the Consultancy Period and for a period of one (1) year thereafter.



 


7.
Force Majeure


 


Either party
shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond
its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious
labour disputes, riots, earthquakes, floods, explosions or other acts of nature.


 


The obligations
and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption.
When such events have abated, the parties’ respective obligations hereunder shall resume.





 






    2


     


    

 


8.
Non-Publicity


 


The Company
and ARBIOT agree not to disclose the existence or contents of this Engagement to any third party without the prior written consent of
the other party except:


 


		i.	to its advisors, attorneys or auditors who have a need to know such information,



		ii.	as required by law or court order,



		iii.	as required in connection with the reorganization of a party, or its
merger into any other corporation, or the sale by a party of all or substantially all of its properties or assets, or



		iv.	as may be required in connection with the enforcement of this Engagement.



 


9.
Assignment


 


The Services
to be performed by ARBIOT hereunder are business in nature, and Company has engaged ARBIOT as a result of our expertise relating to such
Services. We, therefore, agrees that it will not assign, sell, transfer, delegate or otherwise dispose of this Engagement or any right,
duty or obligation under this Engagement without the Company’s prior written consent. Nothing in this Engagement shall prevent the assignment
by the Company of this Engagement or any right, duty or obligation hereunder to any third party.


 


10.
General Provisions


 


		(a)	Complete engagement. This engagement letter together with all exhibits
which are incorporated herein by reference is the sole and entire arrangement between the parties. This engagement letter supersedes all
prior understandings, arrangements and documentation relating to such subject matter. In the event of a conflict between the provisions
of the main body of the engagement letter and any attached exhibits, the engagement letter shall take precedence.



 


		(b)	Modifications to engagement. Modifications and amendments to this engagement
letter, including any exhibit hereto, shall be enforceable only if they are in writing and are signed by authorized representatives of
both parties.



 


		(c)	Notices. All notices and other communications given in connection with
this Engagement shall be in writing.



 


11.
Signatures


 


		(a)	Each party represents and warrants that on this date they are duly authorized to bind their respective
principals by their signatures.






 






    3


     


    

 


This letter constitutes the entire
understanding of the parties. Any changes or modification thereto must be in writing and signed by both parties.


 


The undersigned agreed to the terms of this letter on behalf
of his or her organization or business.


 


Baritech has right to terminate
this Engagement and cease to pay the remaining fees if the software is not meeting the Company expectations according to the agreed stages
..


 


	ARBIOT Sdn. Bhd.	 	Company Stamp:
	 	 	 
	(Authorised signature)	 	 
	 	 	 
	/s/ Chong Hwa Siong	 	 
	Name: Chong Hwa Siong	 	 
	I/C No .: 740503-04-5379	 	 
	 	 	 
	Baritech Sdn. Bhd.	 	Company Stamp:
	 	 	 
	(Authorised signature)	 	 
	 	 	 
	/s/ Choong Voon Kwong	 	 
	Name: Choong Voon Kwong	 	 
	 	 	 
	 I/C No.: 760210-10-5567	 	 



 


 


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