Exhibit 10.17


 


2 July 2021


 


ARB Distribution Sdn. Bhd.


No.
17-03, Q Sentral


2A, Jalan Stesen Sentral 2


KL
Sentral·


50470 Kuala Lumpur


 


Dear Sirs,


 


LETTER OF ENGAGEMENT


 


ARB System Sdn.
Bhd. (“ARB System”, “we”) are pleased to assist ARB Distribution Sdn. Bhd. (“Company”) for networking commissioning
of Customer Relationship Management (“Services”).


 


	1.	Engagement and Services



 


		(a)	Standard of Engagement and Services. All Engagement
and Services to be provided by ARB System 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 System 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 RM1,200,000.00.



 


		(b)	Expenses. ARB System 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 System 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 System. Confidential Information
does not include information which:






 


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



 


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



 






     


     


    

 





	3.	Confidential Information (Continued)



 


		(a)	Defined. (Continued)



 


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



 


		(iv)	is independently developed by ARB System 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 System 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 System
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 System shall be responsible for any breach of the terms and conditions
of this Engagement by any of its employees. ARB System 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 System
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 System 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 System 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 System hereunder are business in nature, and Company has engaged ARB System 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.


 






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	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.



 


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


 


 


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