Exhibit 10.12


 


24 September 2021


 


ARBIOT Sdn.
Bhd.


No.17-03, Q Sentral


2A, Jalan Stesen Sentral 2 KL Sentral


50470 Kuala Lumpur


 


Dear Sirs,


 


LETTER OF ENGAGEMENT


 


ARB Axflix
Sdn. Bhd. (“ARB Axflix”, “we”) are pleased to assist ARBIOT Sdn. Bhd. (“Company”) for IT support for hardware
testing and integration of IOT module of IBS System (“Services”).


 


		1.	Engagement and Services





 


		(a)	Standard of Engagement and Services. All Engagement
and Services to be provided by ARB Axflix shall be performed with promptness and diligence in a workmanlike manner and at a level of
proficiency to be expected of an expertise with the background, experience and specific requirements as confirmed with the Company.



 


		(b)	Tools, Instruments and Equipment. ARB Axflix shall provide own tools, instruments
and equipment and place of performing the Services, unless otherwise agreed between the parties.



 


		2.	Project Fee and Expenses





 


		(a)	Proiect Fee. In consideration of the Services to be rendered hereunder, the
Company shall pay project fee amounting to RM18,000.00 and subject to modification mutually agreed by both parties.



 


		(b)	Expenses. ARB Axflix shall be entitled to reimbursement for all pre-approved
expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance
with the regular procedures of the Company.



 


		(c)	Payment. ARB Axflix shall submit the Company invoice detailing the Services
performed and the amount due. All such invoices shall be due and payable with the credit term given after receipt thereof by the Company.



 






     


     


    

 


		3.	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 ARB Axflix. Confidential Information does not include information
which:



 


		(i)	is in or comes into the public domain without breach of this Engagement by ARB Axflix;



 


		(ii)	was in the possession of ARB Axflix prior to receipt from the Company and was not
acquired by ARB Axflix from the Company under an obligation of confidentiality or non use;



 


		(iii)	is acquired by ARB Axflix from a third party not under an obligation of confidentiality
or non-use to the Company; or



 


		(iv)	is independently developed by ARB Axflix 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, ARB Axflix 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.



 


ARB Axflix
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, ARB Axflix shall be responsible for any breach of the terms and conditions
of this Engagement by any of its employees. ARB Axflix 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.


 


		4.	Other Terms and Conditions.



 


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


 


		5.	Interference with Business



 


		(a)	Non-Competition. During this Engagement, ARB Axflix 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. ARB Axflix agrees that for a period of one (1) year after
completion or termination of this Engagement, we 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 Engagement period and for a period of one (1) year thereafter.



 






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		6.	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.


 


		7.	Non-Publicity



 


The Company
and ARB Axflix 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:


 


		(a)	to its advisors, attorneys or auditors who have a need to
know such information;



 


		{b)	as required by law or court order;



 


		(c)	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



 


		{d)	as may be required in connection with the enforcement of
this Engagement.



 


		8.	Assignment



 


The Services
to be performed by ARB Axflix hereunder are business in nature, and Company has engaged ARB Axflix as a result of our expertise relating
to such Services. We, therefore, agree 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.


 


		9.	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.



 






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		10.	Signatures



 


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


 


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.


 


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


 






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