Exhibit 10.13


 


Exclusive Technical Consulting


 


and Service Agreement


 


between


 


SHANGHAI MUFENG INVESTMENT CONSULTING CORP.


 


and


 


SHANGHAI MULIANG INDUSTRIAL CORP.


 


 


 


 


 


 


 


 


 


 


 


 


February 10, 2016


 


 




     


     


    

 


Exclusive Technical
Consulting and Service Agreement


 


This Exclusive Technical Consulting and Service Agreement (the
“Agreement”) is entered into in Shanghai, the People’s Republic of China (the “PRC”) as of
February 10, 2016  by and between the following two parties:


 


		Party A:	SHANGHAI MUFENG INVESTMENT CONSULTING CORP.



		Address:	中国(上海)自由贸易试验区富特北路
379 号二层 203 室



Legal representative: Lirong Wang; and


 


		Party B:	SHANGHAI MULIANG INDUSTRIAL CORP.



		Address:	上海市金山区枫泾镇一号桥北堍
2 号 14 号厅
18 室



Legal representative: Lirong Wang.


 


(In this Agreement, Party A and Party B are collectively referred
to as the “Parties” and individually as a “Party”)


 


WHEREAS:


 


1. Party A is a wholly
foreign invested enterprise duly incorporated and validly existing in the PRC with experts and professional teams and it has extensive
experiences in the following areas: (i) agriculture technology; (ii) providing relevant technical consultancy and technical support; and
(iii) market research in relation to the agriculture technology within or out of territory of the PRC, and providing relevant market promotion
services;


 


2. Party B is a limited
liability company duly incorporated and validly existing in the PRC, engaging in such business as agriculture technology;


 


3. Party B intends
to obtain technical support and backup service in relation to the consultancy and development of market strategy from Party A, and Party
A is willing to provide the foresaid services.


 


THEREFORE, the Parties have reached the following agreement
after friendly consultation:


 


		1.	Service Scope



 


The Parties agree that, during the term of this Agreement,
Party A shall provide Party B with support and consulting services concerning the technologies and market development set forth in Appendix
1 hereto (the “Technical Support”) in accordance with this Agreement.


 


In order to ensure the confidentiality of relevant know-how
as well as the effect and efficiency of the Technical Support, Party B agrees that, without Party A’s prior written consent, it
shall not:


 


(i) appoint
any third party to provide any technical support which is the same as or similar to the items specified in Appendix 1 hereto to
Party B, unless otherwise agreed by Party B; or


 


(ii) conduct
or allow any third party to conduct any activity which may affect the confidentiality of relevant know-how as well as the effect and efficiency
of the Technical Support during the term of this Agreement.


 


Any intellectual property (including but without limitation:
copyright, patent, know-how, trade secret and otherwise whatsoever) shall be solely owned by Party A, no matter such intellectual property
is developed by Party A itself, or developed by Party B on the basis of Party A’s intellectual property, or by Party A based on
Party B’s intellectual property development. Party B is only granted with a right to use the foresaid intellectual property free
of charge and without time limit. Such use right of Party B shall not be sub-licensed.


 




     


     


    

 


		2.	Service Fee and Payment



 


The Parties agree that the service fee for Party A’s
provision of technical support specified under Appendix 1 hereto to Party B (the “Service Fee”) shall be calculated
and paid as per the methods set out in Appendix 2.


 


		3.	Representations and Warranties



 


		3.1	Party A hereby represents and warrants as follows:



 


3.1.1 Party
A has the qualification required by the PRC laws to provide the Technical Support, and has obtained all relevant certificates, licenses,
permissions and/or any other governmental approvals, and will maintain the effectiveness of such certificates, licenses, permissions and/or
any other governmental approvals during the term of this Agreement;


 


3.1.2 Party
A has necessary equipment, devices and experienced professionals to provide the Technical Support; and


 


3.1.3 The
execution and performance of this Agreement by Party A will not violate any PRC laws or contracts which are binding upon it.


 


		3.2	Party B hereby represents and warrants as follows:



 


3.2.1 Party
B has the qualifications necessary for its engagement of such business as agriculture technology under relevant PRC laws, and has obtained
all relevant certificates, licenses, permissions and/or any other governmental approvals, and will maintain the effectiveness of such
certificates, licenses, permissions and/or any other governmental approvals during the term of this Agreement;


 


 3.2.2 Party B is engaged no any illegal transaction or activity in the business operation of; and




 


3.2.3 The
execution and performance of this Agreement by Party B will not violate any provision of PRC laws or terms of contracts which are binding
upon it.


 


		4.	Confidentiality



 


Each Party agrees to make its best
effort and to take all reasonable measures to keep all information which it may receive from the other Party or have access to it
during the term of this Agreement (the “Confidential Information”) in strict confidential manner. When this
Agreement is terminated, the receiving Party of the Confidential Information shall return all documents, materials or software
containing the Confidential Information to their original owner or the disclosing party, or, as requested by the original owner or
disclosing party, to destroy (including delete any Confidential Information from relevant memory devices) such documents, materials
or software by the Receiving Party itself and shall no longer use such Confidential Information. The Parties shall take necessary
actions to disclose the Confidential Information only to those employees, agent or professional advisors of the other Party who have
real needs to know such information, and shall cause such employees, agent or professional advisors to bear the confidentiality
obligations hereunder.


 


Above limitation and restriction shall not apply to the following
information that:


 


 (i) becomes part of the public knowledge prior to the time of disclosure;




 


(ii) becomes
part of the public knowledge after the time of disclosure which is not caused by either Party’s fault;


 


(iii) is
in the possession of Party A or Party B (as may be proved by such Party) and is not directly or indirectly obtained from a third party
who bears confidentiality obligations to the other Party; and


 





(iv) is
disclosed pursuant to the requirement or request of relevant governmental agency or stock exchange; or is disclosed to either Party’s
legal counsel or financial advisor due to the requirement of such Party’s normal business.


 


The Parties agreement of this Section 4 in relation to confidentiality
obligation shall remain effective in case of the amendment, discharge or termination of this Agreement.



 






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		5.	Compensation



 


Unless otherwise provided by this Agreement, the following
shall constitute a breach of this Agreement: (i) either Party fails to fully perform or suspends the performance of its obligations hereunder,
and such failure or suspension is not cured within thirty days following receipt of the other Party’s notice thereof, or (ii) any
representation and warranty made by either Party hereunder is not true.


 


If either Party breaches this
Agreement or any representations or warranties made by it hereunder, the non-breaching Party may notify the breaching Party in
writing to request such Party to, within 10 days upon receipt of such notice, (i) make relevant correction, (ii) take corresponding
actions to effectively and timely avoid any losses or damages, and (iii) continue to perform this Agreement. In case of any losses
or damage, the breaching Party shall make compensation to the extent that the non-breaching Party can obtain all interests it should
have obtained from the performance of this Agreement.


 


If either Party incurs or suffers any expenses, liabilities
or losses (including but without limitation, the loss of profits) due to the other Party’s breach of this Agreement, the breaching
Party shall compensate the non-breaching Party for the foresaid expense, liability or loss (including but not limited to interests or
legal fees which is paid or lost as a result of such breach). The total amount of compensation paid by the breaching Party shall equal
to the losses arising out of such breach. The compensation mentioned above shall include interests that the non-breaching Party should
obtain from the performance of this Agreement, provided that such compensation shall not exceed the reasonable expectation of the Parties.


 


If both Parties breach this Agreement, the compensation amount
shall be determined as per the extent of their respective breach.


 


		6.	Effectiveness, Performance and Term



 


This Agreement shall be signed as of the date set forth above
and come into force upon such execution.


 


		7.	Termination



 


The rights and obligations of the Parties under Section 4 and
Section 5 shall survive the termination of this Agreement.


 


		8.	Dispute Resolution



 


8.1 Any dispute between
the Parties arising out of the interpretation and performance of this Agreement shall be settled by the Parties through friendly consultation.
If no agreement can be reached through such consultation, either Party may submit such dispute to China International Economic and Trade
Arbitration Commission (Shanghai Branch) for arbitration in accordance with its arbitration rules then in effect. The place of arbitration
shall be in Shanghai, and the arbitration proceedings shall be conducted in Chinese. The arbitration award shall be final and binding
upon the Parties. This Clause shall not be affected by the termination or discharge of the Agreement.


 


8.2 Other than those
items in dispute, the Parties shall continue to perform their respective obligation in good faith according to this Agreement.


 



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		9.	Force Majeure



 


9.1 “Force Majeure
Event” means any event that is beyond the reasonable control of a Party and cannot be avoided even if the affected Party has taken
reasonable precautions. A Force Majeure Event includes, but not limited to, governmental activity, Act of God, fire, explosion, storm,
flood, earthquake, tide, lightening or war. However, the insufficiency of credit, capital or financing shall not be deemed as a matter
that is beyond the control of a Party. A Party which is affected by a Force Majeure Event and seeks for a exemption of certain liability
hereunder shall notify the other Party thereof as soon as practicable.


 


9.2 In the event that
this Agreement is required to be delayed in its performance or is unable to perform as a result of a Force Majeure Event, the Party affected
by such Force Majeure Event shall not be liable to the extent affected by the Force Majeure Event. The affected Party shall take reasonable
measures to reduce or eliminate the impact caused by the Force Majeure Event, and to make every effort to recover the performance of such
obligations as delayed or blocked due to the Force Majeure Event. After the Force Majeure Event is over or removed, the Parties agree
to make their best efforts to recover the performance of this Agreement.


 


		10.	Assignment



 


Without the prior written consent of Party A, Party B shall
not transfer its rights and obligations hereunder to any third Party. Party A may transfer its rights and obligations hereunder to a third
party without Party B’s consent, provided that Party A shall notify Party B of such transfer.


 


		11.	Severability



 


If any provision under this Agreement is inconsistent with
relevant laws, or becomes invalid or unenforceable, such provision shall only be invalid or unenforceable within the jurisdiction of relevant
laws, and the validity of other provisions of this Agreement shall not be affected.


 


		12.	Amendment



 


Any amendment to or supplementary of this Agreement shall be
made in writing. The amendment to or supplementary of this Agreement duly executed by the Parties shall be an integral part hereof and
have the same legal effect as this Agreement.


 


		13.	Governing Law



 


This Agreement shall be governed by and construed in accordance
with the PRC laws.


 


		14.	Counterpart



 


This Agreement shall be executed in two originals, and each
Party shall hold one original hereof.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective duly authorized representatives.


 


Party A: SHANGHAI MUFENG INVESTMENT
CONSULTING CORP.


 


Authorized representative: Lirong Wang


 


	Signature: 		 


 


Party B: SHANGHAI MULIANG INDUSTRIAL
CORP.


 


Authorized representative: Lirong Wang


 


	Signature: 		 


 




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Appendix 1


 


Contents of
Technical Support


 


To the extent permitted by law, the Technical Support to be
provided by Party A to Party B includes the following (the Parties may amend this Appendix from time to time according to the business
and operation requirements of Party B as well as the provisions of laws):


 


		1.	Technical Consultancy and Service



 


(i) to
make research on foreign technologies in relation to agriculture technology, and to offer relevant technology information and technical
guidance to Party B;


 


 (ii) to provide experts to help Party B in resolving technical problems arising out of agriculture technology;




 


 (iii) to establish a standard procedure for agriculture technology for Party B; and




 


 (iv) to train professional technicians for Party B.




 


		2.	Market Promotion and Market Planning



 


 (i) to expand the market shares as well as to develop sales channels of agriculture technology;




 


 (ii) to plan and organize activities and events to promote the company image of Party B; and




 


 (iii) to offer services in relation to public relationship.




 


		3.	to conduct other consulting services in relation to the company
strategy and market development of Party B.



 




     


     


    

 


Appendix 2


 


Service Fee
and Payment Method


 


The Parties agree that the service fee to be paid by Party
B as consideration to the services provided by Party A hereunder shall be 100% of Party B’s net income after taxes. In principle,
such Service Fee shall be paid monthly according to the business condition of Party B, but Party A shall have the right to delay, reduce
the amount of or waive the payment of any such service fee.