Exhibit 10.4


 


Preferred Supplier Agreement


 


This Preferred Supplier
Agreement (this “Agreement”) is entered into effective as of the  1st day of October, 2017 (the “Effective
Date”), by and between Quality Technology Industrial Co. Ltd., a Chinese limited liability company with a principal business
office in Room 201~203,2/F,Block B3, Ming You Industrial Products Procurement Center,#168 Bao Yuan Road, Baoan District, Shenzhen,
China (“QTI”), and World Media & Technology Corp., a Nevada corporation with a principal business office in 600
Brickell Ave., Suite 1775, Miami, Florida 33131 United States (“WRMT”), who are sometimes also referred to, each individually,
as a “party,” and collectively, as the “parties” to this Agreement.


 


Recitals 


 


QTI is in the business
of aggregating suppliers, assembling, manufacturing and selling high tech products used in various markets, including without limitation
certain wearable devices used in the consumer self-monitoring market.


 


WRMT is in the business
of, among other things, sourcing sensors, developing intellectual property and know-how relating to sensor technology (Life Sensing
Technology) which it integrates into its wearable devices to capture human data.


 


QTI and WRMT have
agreed that QTI will be WRMT’s preferred supplier for the wearable device(s) listed on Schedule A, attached to and
made a part of this Agreement (the “Products”), on the terms and conditions set forth below.


 


Agreement 


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth in this Agreement, the parties agree as follows:


 


Definitions:


 


“Documentation”
means any written materials supplied by WRMT, either in print or digital format, to be used in conjunction with the Products for
purposes including, but not limited to, installation, integration, operation, training, demonstration, and maintenance of the Products.


 


“Intellectual Property Rights”
means all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights
in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere
in the world; (ii) rights relating to innovations, know-how, trade secrets and confidential, technical and non-technical information;
(iii) moral rights, mask work rights, author's rights, and rights of publicity; and (iv) other industrial, proprietary and intellectual
property related rights (of every kind and nature throughout the world however designated and whether arising by operation of law,
contract, license, or otherwise) and all registrations, initial applications, renewals, extensions, continuations, divisions, or
reissues now or hereafter in force (including any rights in the foregoing) arising anywhere in the world, that exist as of the
Effective Date or hereafter come into existence, regardless of whether or not such rights have been registered in jurisdictions
in accordance with the relevant legislation.


 




     


     


    

 


“Timely Basis” means within
sixty five (65) days from date of receipt of an order deposit, unless otherwise mutually agreed upon in writing by both Parties
at time of order.


 


1. General Purpose and Scope 


 


1.1 Preferred Supplier.
Except as otherwise set forth in this Agreement, during the Term of this Agreement, QTI will be WRMT’s preferred supplier
for the Products listed on Schedule A, for use or sale by WRMT. The parties may, by mutual written agreement, amend or modify
Schedule A to add or delete Products from time-to-time.


 


1.2 Material;
Product Specifications. 


 


a)           QTI
shall manufacture the Products using


 


i) WRMT’s Life
Sensing Technology


 


ii) the WRMT Product
Specifications


 


iii) the WRMT


 


- quality finish requirements


 


- product performance
and packaging expectations, and


 


- failure notifications
and rectification process


 


all as further described in Schedule
C (together, the “Material”). The parties may, by mutual written agreement, amend or modify Schedule C from time-to-time.


 


b)           License
Grant. WRMT hereby grants to QTI a non-exclusive, restricted, revocable license to use the Material for internal purposes only
to integrate the Material into WRMT’s Products and manufacture the Products according to the Material from the Effective
Date and during the Term.


 


c)           Ownership.
As between the parties hereto, and subject to the licenses granted to QTI herein, WRMT owns and shall retain all right, title and
interest in and to the Material, and all associated Documentation and all related modifications and derivative works, and all Intellectual
Property Rights related thereto.


 


d)           QTI
agrees not to copy, modify, translate, decompile, decrypt, extract, disassemble, or otherwise reverse engineer, or otherwise determine
or attempt to determine source code or protocols from, the executable code of the Material, or to create any derivative works based
upon the Material or Documentation, and agrees not to permit or authorize anyone else to do so. QTI also agrees that if any such
works are created, they shall be deemed derivative works and as such are the sole and exclusive property of WRMT.


 


1.3 World and Helo
Brand.


 


 a)           All Products manufactured by QTI for resale under this Agreement will be branded under the World Brand, using the World and Helo product logo and the most current branding guidelines listed in Schedule B. Schedule B may be unilaterally amended or modified by WRMT from time-to-time.




 




     


     


    

 


 b)            WRMT grants QTI the right to use, reproduce, publish and display the World and Helo names, trademarks, service marks, designs, logos or symbols (“World Brand”), in connection with the manufacture of the Products in accordance with the terms of this Agreement. This Agreement gives QTI a non-exclusive, royalty-free, limited license to reproduce the World Brand as reasonably necessary for the sole purpose of allowing QTI to manufacture the Products pursuant to the terms of this Agreement. QTI acknowledges and agrees that WRMT is the exclusive owner or licensor of the World Brand and that QTI’s use as provided in this Agreement will not create in QTI any right, title or interest therein or to the World Brand.




 


2. Obligations of QTI 


 


2.1 Supply of Products.
During the Term of this Agreement, QTI will use its best efforts to supply WRMT with Products on a Timely Basis. Upon receipt of
a purchase order for Products from WRMT, QTI will arrange for the shipping of the Products. Title to the Products and the risk
of loss will pass to WRMT when the Products are shipped out.


 


2.2 Documentation.
QTI will prepare and deliver to WRMT the following documentation for the Products that QTI sells to WRMT:


 


(i) Bill of Materials
and Product costing worksheets


 


(ii) supplier material
data sheets and supplier batch details corresponding to Product production; and


 


(iii) QTI will
also prepare and deliver to WRMT monthly shipment reports detailing all Products shipped in the prior month, together with supporting
documentation no later than the 15th day of the following month.


 


2.3 Limited Warranties.
QTI warrants only (i) that the Products sold to WRMT will be free from defects, conform to the quality specifications listed
on Schedule C and are fit for their intended purpose and perform as specified for the period of time as is described in the Product’s
specifications, as listed on Schedule C; and (ii) that the Products will not contain any components that QTI is not
authorized to use or sell.


 


2.4 Conformity
of Products. WRMT will have the right to reject any Products that do not conform to the quality specifications and requirements
listed in Schedule C, by notifying QTI in writing within thirty (30) days after receipt the Products. WRMT can request
replacement of rejected Product within the QTI established lead-time or a full refund from QTI, at WRMT’s option. If WRMT
does not notify QTI that is has rejected a Product within thirty (30) days after receipt of the Product, then the Product
will be presumed and deemed to be acceptable.


 


3. Obligations of WRMT 


 


3.1 QTI as Preferred
Supplier. As WRMT’s preferred supplier, it is WRMT’s intent to utilize QTI as its primary supplier for all Products,
however, WRMT reserves the right to purchase similar or identical products from other suppliers based on, among other things, pricing,
product availability, logistics, and any emerging WRMT requirements.


 




     


     


    

 


3.2 Facilitation
of Orders. WRMT will use its good faith, reasonable efforts to provide QTI with the volumes, quantities, and specifications
for Products, in order to facilitate QTI’s ability to provide the Products at competitive prices and in a timely manner.


 


4. Pricing, Inspection, Payments, and
Related Terms 


 


4.1 Pricing.
WRMT will pay QTI on a per unit price by Product model where the price shall be mutually agreed upon in writing by both parties,
confirmed by a QTI Product quotation at time of order followed by an invoice prior to payment.


 


4.2
Inspection.  During the Term of this Agreement with seven (7) days prior notice, WRMT shall have the right to inspect QTI’s
production facilities and in-stock Products once per calendar quarter to determine and verify that QTI is in compliance with the
terms and conditions of this Agreement and is manufacturing the Product to the Product specifications and other requirements listed
in Schedule C is being met. QTI will promptly grant such access and cooperate with WRMT in the inspection.


 


4.3 Billing and
Payments. QTI will invoice WRMT 10% of the Product order value with each order and the remaining 90% prior to shipment, unless
mutually agreed otherwise in writing.


 


5. Term and Early Termination 


 


5.1 Term. Subject
to earlier termination as set forth below, the initial term of this Agreement (the “Initial Term”) begins on the Effective
Date, set forth above, and will end on the last day of the twelfth (12th) calendar month following the Effective Date (the
“Initial Term End Date”).


 


5.2 Extensions
of Term. Subject to earlier termination as set forth below, following the Initial Term End Date set forth in Section 5.1,
the term of this Agreement will be automatically extended for successive terms, consisting of twelve (12) months each (the
“Extension Terms”), unless either QTI or WRMT gives the other party written notice of an election not to extend the
term of this Agreement beyond the Initial Term End Date, or beyond an Extension Term, at least sixty (60) days before the
end of the then-current term.


 


5.3 Definition
of Term. In this Agreement, the Initial Term and any Extension Terms (if the term of this Agreement is extended to include
any Extension Terms as set forth above), will be sometimes collectively referred to as the “Term” of this Agreement.


 


5.4 Early Termination
by QTI. QTI may terminate this Agreement upon written notice to WRMT if WRMT fails to cure any material default by WRMT under
this Agreement within 30 days after QTI gives WRMT written notice of the default.


 


5.5 Early Termination
by WRMT. WRMT may terminate this Agreement upon written notice to QTI if QTI fails to cure any material default by QTI under
this Agreement within 30 days after WRMT gives QTI written notice of the default.


 




     


     


    

 


A material default
by QTI includes, but is not limited to, the following:


 


		A.	QTI supplying Product(s) to anyone other than WRMT or a third party authorized in writing by WRMT;



 


		B.	QTI’s failure to meet the Product specifications and other requirements listed in Schedule
C;



 


		C.	QTI’s failure to keep confidential WRMT Confidential Information in accordance with Section
6 below; or



 


		D.	QTI’s failure to supply the Products on a Timely Basis.



 


5.6 Immediate Termination.
Either party may terminate this Agreement immediately upon written notice to the other party if (i) a petition for relief
in bankruptcy is filed by or against the other party with the United States Bankruptcy Court without a dismissal of the petition
within 30 days after the filing; (ii) a petition for relief is filed by or against the other party under any reorganization,
arrangement, composition, readjustment, liquidation, or dissolution statute, law, or regulation providing for such relief, or any
similar such relief, without a dismissal of the petition within 30 days after the filing; (iii) the other party makes an assignment
for the benefit of its creditors; or (iv) the other party is adjudicated as bankrupt or insolvent.


 


5.7 Continuing
Obligations. Upon the termination of this Agreement, the respective obligations of the parties under this Agreement will be
of no further force and effect except that obligations or provisions of this Agreement which by their nature are intended to be
surviving and continuing with respect to a party will survive the expiration or termination of this Agreement and will remain binding
on the party until expressly released by the other party in writing.


 


6. Confidentiality 


 


6.1 Protected Information.
It is acknowledged that in connection with this Agreement, each party (the “Providing Party”) will be providing the
other (the “Receiving Party”) with, or the Receiving Party will be given access to, written and other materials and
proprietary information that is confidential to Providing Party. For purposes hereof, such materials and information will be referred
to as “Protected Information,” and will mean and include all written or other confidential or proprietary information
of Providing Party that Receiving Party may be provided with, apprised of, observe, or gain knowledge about, including but not
limited to, all originals, drafts, copies, or reproductions (irrespective of the form) of any and all plans, technical information,
processes, know-how, trade secrets, patent applications, data (technical and non-technical), formulas, patterns, compilations (including
compilations of customer information), programs (including models), devices, methods (including design methods), techniques, drawings
(including equipment drawings), financial information (including sales forecasts), pricing, lists of actual or potential customers
or suppliers (including identifying information about those customers), business contacts and lists, marketing channels, operational
information, planning or strategy information, research and development information, information about existing and future products,
information about personnel matters, and other proprietary information, intellectual property, patents, trade secrets, or “know
how” related in any manner to the Products or the business operations of Providing Party, whether or not marked or stamped
“Confidential,” “Proprietary,” “Do Not Disclose,” or with a similar term or terms. Without
limitation to the foregoing, Protected Information expressly means and includes, but is not limited to, WRMT’s Material,
its custom sensors and its sensor technology, and all related Intellectual Property Rights and know-how.


 




     


     


    

 


6.2 Information
Not Included. Notwithstanding anything to the contrary contained in this Agreement, the term “Protected Information”
does not include any information that (i) at the time of disclosure to Receiving Party or thereafter, is or becomes generally
available to and known by the public, other than as a result of an unauthorized disclosure by Receiving Party or its members, owners,
employees, directors, officers, representatives, or agents, or (ii) was available to Receiving Party from a source other than
Providing Party, on a non-confidential basis, provided that such source is not, and was not, bound by a confidentiality agreement
or obligation with Providing Party, or (iii) has been independently developed by Receiving Party without violation of any
of Receiving Party’s obligations to Providing Party, provided that in any of the foregoing cases, before using in any manner
inconsistent with the terms of this Agreement any information regarding Providing Party that Receiving Party believes is not included
in the Protected Information, Receiving Party must first advise Providing Party of the nature of the information and the reasons
why Receiving Party believes the information is not subject to the limitations on use set forth in this Agreement.


 


6.3 Obligations
of Confidentiality. Receiving Party will maintain the Protected Information in utmost confidence, and will not, without the
prior written consent of Providing Party, disclose, furnish, or divulge the Protected Information, in whole or in part, to any
person, firm, corporation, or entity of any nature, other than Providing Party or its representatives. Further, at no time that
this Agreement remains in effect or at any time thereafter will Receiving Party, individually or jointly with others, for the benefit
of Receiving Party or any third party, publish, disclose, use, or authorize anyone else to publish, disclose, or use, any of Providing
Party’s Protected Information, without in each instance first obtaining the prior written consent of Providing Party. Upon
termination of this Agreement for any reason, or at any other time upon Providing Party’s request, Receiving Party will forthwith
(i) deliver to Providing Party (without retaining copies thereof) any and all writings and other property in Receiving Party’s
possession or control relating to or containing Protected Information, and (ii) destroy all documents, memoranda, notes, and
other writings whatsoever prepared by Receiving Party based on any of the Protected Information, and in such case, Receiving Party’s
obligations of confidentiality contained herein will remain in effect for the maximum period allowed by law. QTI expressly acknowledges
and agrees that as a material inducement to WRMT to enter into this Agreement, QTI will not use WRMT’s Protected Information,
including but not limited to, the Material and its intellectual property, Confidential Information, and current or future Product
design specifications or performance, to manufacture a similar product for a third party.


 


6.4 Injunctive
Relief. Receiving Party acknowledges and agrees that any unauthorized disclosure or use will constitute a material breach of
duty owed to Providing Party, and that in the event of a breach of this Agreement by Receiving Party, Providing Party’s right
to seek recourse against Receiving Party will include, without limitation thereto, the right to obtain injunctive relief.


 


7. Indemnification 


 


7.1 QTI will indemnify,
defend, and hold WRMT and its owners, officers, directors, employees, and agents, and its authorized distributors and end user
customers, and their respective successors and assigns (the “Indemnities”) harmless from and against all damages actually
suffered, incurred, or realized by the Indemnities caused by, arising out of, or resulting from: (i) any misrepresentation,
breach of warranty, or breach or default of any covenant or agreement made or undertaken by QTI in this Agreement; (ii) the Products,
and (iii) injuries or damages to any person or entity or the property of any person or entity resulting from the intentional
or grossly negligent acts or omissions of QTI pursuant to this Agreement, whether carried out by QTI’s employees, agents,
or subcontractors. These obligations will survive the termination of this Agreement.


 




     


     


    

 


7.2 Definition
of Damages. For purposes of this Agreement, “damages” means any and all liabilities, losses, damages, demands,
assessments, claims, costs and expenses, whether known or unknown, now existing or hereafter arising, contingent or liquidated,
including interest, awards, judgments, penalties, settlements, fines, costs of remediation, diminutions in value, costs and expenses
incurred in connection with investigating and defending any claims or causes of action, including, without limitation, attorneys’
fees and expenses and all fees and expenses of consultants and other professionals. Notwithstanding the foregoing, however, the
term “damages” will not include, and neither party will be obligated to pay or indemnify the other party for, damages
that are unforeseeable, speculative, or consequential.


 


8. Arbitration of Disputes 


 


Except as otherwise provided in this Agreement,
if any dispute arises under this Agreement, it will be settled by binding arbitration in accordance with the provisions of this
Section 8.


 


Any dispute arising out of or in connection
with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved
by arbitration under the Rules of Arbitration of the International Chamber of Commerce, which Rules are deemed to be incorporated
by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be New York,
United States. The language to be used in the arbitration shall be English. The governing law of the contract shall be the substantive
law of New York, United States.


 


The parties acknowledge
that a breach of or a default under any of the terms and conditions of this Agreement may, in some cases, result in irreparable
harm, and in such case, any remedies that the parties may have at law may be insufficient. Accordingly, the parties agree that
in the case of a breach or default that could cause irreparable harm, nothing contained in this Section 8 will deny the aggrieved
party of the right to seek injunctive relief in any court having jurisdiction.


 


9. Notices 


 


All notices, demands,
or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and
will be deemed to have been given when delivered personally to the recipient, or when sent to the recipient by e-mail (receipt
confirmed) or one business day after the date when sent to the recipient by reputable, express courier service (charges prepaid),
or two business days after the date when mailed to the recipient by certified or registered mail return receipt requested and postage
prepaid, and delivered or sent to the addresses or e-mail addresses set forth below:


 




     


     


    

 


	 	If to QTI:	Quality Technology Industrial Co. Ltd.


Room 201~203,2/F,Block B3,Ming
You Industrial Products Procurement Center,#168 Bao Yuan Road, Baoan District,Shenzhen,China


Attention: Ms Eva Zhou


E-Mail: eva@szquality.com


 


	 	If to WRMT:	World Media & Technology Corp. 


600 Brickell Ave., Suite 1775


Miami, FL 33131


Attention: Seán McVeigh, CEO


E-Mail: s.mcveigh@worldmediatech.com


 


A party may change
its address for notices by giving the other party written notice of the change in the manner for giving notices set forth above.


 


10. Assignment 


 


Neither this Agreement
nor any right, interest, or obligation hereunder may be assigned or assignable by either party in whole or in part without the
prior written consent of the other party, except (i) to a party’s parent, subsidiary, or affiliated company, or (ii) to
an entity into which the party is merged or that otherwise acquires all or substantially all of the party’s assets. This
provision will not be construed to prohibit QTI from assigning or transferring its rights to receive payments from WRMT under this
Agreement to its bank or other financial institution. QTI will give WRMT prompt notice of any such assignment or transfer.


 


11. Force Majeure 


 


Neither party will
be responsible for failure or delay due to causes beyond its control in performing under this Agreement, except for the obligation
of a party to make payments hereunder. These causes will include, but not be restricted to, fire, storm, flood, earthquake, explosion,
accident, acts of any public enemy, war, rebellion, insurrection, sabotage, terrorism, epidemic, quarantine restrictions, transportation
embargoes, or failures or delay in transportation, fuel or energy shortages, power interruptions or failures, acts of God, acts,
rules, regulations, orders or directives of any government or political subdivision, agency or instrumentally thereof, or the order
of any court, regulatory, or arbitral body of competent jurisdiction. The non-performing party will give prompt written notice
to the other party of the reason for its failure or inability to perform and the extent and expected duration of its inability
to perform. Upon cessation of such situation, the non-performing party will resume performance hereunder.


 


12. General Provisions 


 


12.1 Expenses of
Enforcement. In the event of a dispute or claim under or arising out of this Agreement, the prevailing party will be entitled
to collect from the unsuccessful party all costs and expenses, including reasonable attorney’s fees, incurred by the prevailing
party.


 


12.2 Default; Limitations
on Damages. If a party breaches this Agreement, the other party may exercise any and all remedies available to the party under
this Agreement and applicable law, including but not limited to the right to pursue a claim for damages and the right to compel
specific performance. Notwithstanding the foregoing, however, neither party will be obligated to pay the other party damages that
are unforeseeable, speculative, or consequential.


 




     


     


    

 


12.3 Severability.
If any part of this Agreement is held to be indefinite, invalid, or otherwise unenforceable, the rest of the Agreement will continue
in full force.


 


12.4 Binding Effect.
This Agreement is binding on the parties and their heirs, successors, and assigns.


 


12.5 Best Efforts
and Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties agrees to use its best efforts
to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable
laws and regulations to consummate and make effective the transactions contemplated by this Agreement.


 


12.6 Survival.
All representations, warranties, agreements, indemnities, and obligations made or undertaken by a party to this Agreement are material,
have been relied upon the other parties, and will survive closing for the maximum period allowed by law.


 


12.7 Counterparts.
This Agreement may be executed in multiple counterparts, each of which is considered an original, and all of which, together, will
constitute one and the same agreement.


 


12.8 Exhibits.
All exhibits and schedules attached to this Agreement are fully incorporated into this Agreement.


 


12.9 Entire Agreement;
Amendments. This Agreement and the exhibits and schedules attached hereto constitute the final expression of agreement between
the parties with respect to the subject matter hereof, and is a complete and exclusive statement of the terms and conditions of
their relationship, and there are no other agreements or understandings, written or oral, between the parties with respect thereto.
This Agreement supersedes all previous negotiations, discussions, and commitments with respect to the subject matter hereof. The
parties agree that the terms of this Agreement will exclusively control the terms and conditions under which QTI will supply Products
to WRMT and further agree that no purchase order, order form, invoice, or other document issued prior or subsequent to the date
of this Agreement will be deemed to supplement, modify, or amend the terms and conditions hereof unless the document is signed
by both parties and expressly and unambiguously indicates that it is an amendment of this Agreement. This Agreement may be amended
only by a written instrument duly executed by the parties, and any condition to a party’s obligation hereunder may only be
waived in writing by the other party.


 


12.10 Waiver.
A party’s waiver of enforcement of any of this Agreement’s terms or conditions will be effective only if in writing.
A party’s specific waiver will not constitute a waiver by that party of any earlier, concurrent, or later breach or default.


 


12.11 No Third
Party Beneficiaries. This Agreement will not confer any rights or remedies on any person other than QTI and WRMT and their
respective successors and permitted assigns.


 




     


     


    

 


12.12 No Agency
or Partnership. Nothing contained in this Agreement will be deemed or construed to create a relationship of principal and agent
or of partnership or of joint venture or of any association whatsoever between or among the parties.


 


12.13
Time is of the Essence. Time is of the essence of
each and every provision of this Agreement.


 


IN WITNESS WHEREOF,
the parties have executed this Agreement on this 1st day of October, 2017.


 


	WORLD MEDIA & TECHNOLOGY CORP.	 	QUALITY TECHNOLOGY INDUSTRIAL CO. LTD.
	 	 	 
	By:	/s/ Seán McVeigh	 	By:	/s/ Eva Zhou
	 	Seán McVeigh	 	 	Eva Zhou
	 	 	 
	Its: Chief Executive Officer	 	Its: Chief Executive Officer


 




     


     


    

 


SCHEDULE A


 


Helo devices:


 


		·	Helo Classic
		·	Helo LX, LX+ and LX Pro
		·	Helo 2.0



 


SCHEDULE B


 


World and Helo Branding Guidelines


 


To Be Provided by WRMT under
separate cover.


 


SCHEDULE C


 


To Be Provided by WRMT under
separate cover.


 


		1.	Life Sensing Technology



 


		2.	Product Specifications






-Design
specification


-Product Performance


-Packaging Expectations