Industrial Design License Agreement


Prepared for:


Jacksaa Jayson Tan

Jaison Phytochem, Inc.






Created by:


Alicia Ling Hui Eng

Superbee Network Singapore Pte Ltd


License Agreement


For use of Packaging for Honey in
Straw Shape.


This License Agreement (this “Agreement”
of this “License Agreement”) is made and effective as of 3rd January 2020 (the “Commencement Date”)
by and between Superbee Network Singapore Pte Ltd, a company organized and existing in Singapore, with a registered address
at 1 kaki Bukit Ave 3, #09-11, KB-1, Singapore 416087 (“Licensor”) and Jaison Phytochem, Inc, a company
organized and existing in USA, with a registered address at 30N Gould St STE R, Sheridan, WY 82801 (“Licensee”).


WHEREAS:


		1.	Licensee wishes to obtain a
license to use Packaging for Honey in Straw Shape (hereinafter, the “Asset”), and



		2.	Licensor is willing to grant
to the Licensee an exclusive, non-transferable License to use the Asset for the term and specific purpose set forth in this Agreement,



NOW, THEREFORE, in consideration
of the foregoing, and of the mutual promises and undertakings contained herein, and other good and valuable consideration, the parties
agree as follows:





1. Definitions


1.1 “Agreement” means this License
Agreement including the attached Exhibit and Schedule.


1.2 “Confidential Information” means information
that:

a. is by its nature confidential;

b. is designated in writing by Licensor as confidential;

c. the Licensee knows or reasonably ought to know is confidential;

d. Information comprised in or relating to any Intellectual Property Rights of Licensor.


1.3 “Asset” means the Asset
provided by Licensor as specified in Item 6 of the Schedule in the form as stated in Item 7 of the Schedule.


1.4 “Intellectual Property Rights”
means all rights in and to any copyright, trademark, trading name, design, patent, know how (trade secrets) and all other rights resulting
from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration
of any of these rights and any right to protect or enforce any of these rights, as further specified in clause 5.


1.5 “Party” means a person or
business entity who has executed this Agreement; details of the Parties are specified in Item 2 of the Schedule.


		1.6	“Term” means the term of this Agreement commencing on the Commencement Date as specified in
Item 4 of the Schedule and expiring on the Expiry Date specified in Item 5 of the Schedule.






		1.7	CLOSING.  “Closing” shall occur when both LICENSOR and LICENSEE have applied their
respective signatures to this Agreement.



 


2. License Grant


2.1 Licensor grants to the Licensee an exclusive,
non-transferable License for the Term to use the Asset for the specific purpose specified in this Agreement, subject to the terms and
conditions set out in this Agreement.


3. Charges


3.1 In consideration of the Licensor providing
the License under clause 2 of this License Agreement, the Licensee agrees to pay Licensor the amount of the License Charge as specified
in Item 9 of the Schedule


4. Licensee’s Obligations


4.1 The Licensee cannot use the Asset, for
purposes other than as specified in this Agreement and in Item 8 of the Schedule.


4.2 The Licensee may permit its employees
to use the Asset for the purposes described in Item 8, provided that the Licensee takes all necessary steps and imposes the necessary
conditions to ensure that all employees using the Asset do not commercialise or disclose the contents of it to any third person, or use
it other than in accordance with the terms of this Agreement.


4.3 The Licensee will not distribute, sell,
License or sub-License, let, trade or expose for sale the Asset to a third party.


4.4 No copies of the Asset are to be made
other than as expressly approved by Licensor.


4.5 No changes to the Asset or its content
may be made by Licensee.


4.6 The Licensee will provide technological
and security measures to ensure that the Asset which the Licensee is responsible for is physically and electronically secure from unauthorised
use or access.


4.7 Licensee shall ensure that the Asset
retains all Licensor copyright notices and other proprietary legends and all trademarks or service marks of Licensor.


5. Intellectual Property Rights


5.1 All Intellectual Property Rights over
and in respect of the Asset are owned by Licensor. The Licensee does not acquire any rights of ownership in the Asset.


6. Limitation of Liability


6.1 The Licensee acknowledges and agrees
that neither Licensor nor its board members, officers, employees or agents, will be liable for any loss or damage arising out of or resulting
from Licensor’s provision of the Asset under this Agreement, or any use of the Asset by the Licensee or its employees; and Licensee
hereby releases Licensor to the fullest extent from any such liability, loss, damage or claim.


7. Confidentiality


7.1 Neither Party may use, disclose or make
available to any third party the other Party’s Confidential Information, unless such use or disclosure is done in accordance with
the terms of this Agreement.


7.2 Each Party must hold the other Party’s
Confidential Information secure and in confidence, except to the extent that such Confidential Information:

a. is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or

b. was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed
in such written authorisation.


7.3 This clause 7 will survive termination
of this Agreement.





8. Disclaimers & Release


8.1 To the extent permitted by law, Licensor
will in no way be liable to the Licensee or any third party for any loss or damage, however caused (including through negligence) which
may be directly or indirectly suffered in connection with any use of the Asset.


8.2 The Asset is provided by Licensor on
an “as is” basis.


8.3 Licensor will not be held liable by
the Licensee in any way, for any loss, damage or injury suffered by the Licensee or by any other person related to any use of the Asset
or any part thereof.


8.4 Notwithstanding anything contained in
this Agreement, in no event shall Licensor be liable for any claims, damages or loss which may arise from the modification, combination,
operation or use of the Asset with Licensee computer programs.


8.5 Licensor does not warrant that the Asset
will function in any environment.


8.6 The Licensee acknowledges that: a. The
Asset has not been prepared to meet any specific requirements of any party, including any requirements of Licensee; and b. it is therefore
the responsibility of the Licensee to ensure that the Asset meets its own individual requirements.


8.7 To the extent permitted by law, no
express or implied warranty, term, condition or undertaking is given or assumed by Licensor, including any implied warranty of merchantability
or fitness for a particular purpose.


9. Indemnification


9.1 The Licensee must indemnify, defend
and hold harmless Licensor, its board members, officers, employees and agents from and against any and all claims (including third party
claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting
in any way from:


a. Licensee’s and Licensee’s
employee’s use or reliance on the Asset,

b. any breach of the terms of this License Agreement by the Licensee or any Licensee employee, and

c. any other act of Licensee.


9.2 This clause 9 will survive termination
of this Agreement.


10. Waiver


10.1 Any failure or delay by either Party
to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this
License Agreement shall not operate or be construed as a waiver thereof.





11. Governing Law


11.1 This Agreement will be construed by
and governed in accordance with the laws of Singapore. The Parties submit to exclusive jurisdiction of the courts of Singapore.


12. Termination


12.1 This Agreement and the License granted
herein commences upon the Commencement Date and is granted for the Term, unless otherwise terminated by Licensor in the event of any of
the following:


a. if the Licensee is in breach of any term
of this License Agreement and has not corrected such breach to Licensor’s reasonable satisfaction within 7 days of Licensor’s
notice of the same;

b. if the Licensee becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization
or dissolution, or makes an assignment for the benefit of creditors; or

c. the Licensee is in breach of clause 5 or 7 of this Agreement.


12.2 Termination under this clause shall
not affect any other rights or remedies Licensor may have.


13. License Fee


13.1 In consideration for the License grant
described in this License Agreement, Licensee shall pay the yearly License fee as stated in Item 9 of the Schedule immediately upon execution
of this Agreement and upon each anniversary date of this Agreement.


13.2 The License fee and any other amounts
payable by the Licensee to the Licensor, under this Agreement, are exclusive of any and all foreign and domestic taxes, which if found
to be applicable, will be invoiced to Licensee and paid by Licensee within 30 days of such invoice.


14. Assignment


14.1 Licensee shall not assign any rights
of this License Agreement, without the prior written consent of Licensor.


15. Notices


15.1 All notices required under this Agreement
shall be in writing and shall be deemed given (i) when delivered personally; (ii) five (5) days after mailing, when sent certified mail,
return receipt requested and postage prepaid; or (iii) one (1) business day after dispatch, when sent via a commercial overnight carrier,
fees prepaid. All notices given by either Party must be sent to the address of the other as first written above (unless otherwise changed
by written notice).


16. Counterparts


16.1 This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.


17. Severability


17.1 The Parties recognize the uncertainty
of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner
that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions
of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted
from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions
and of this Agreement will be unaffected.


18. Entire Agreement


18.1 This Agreement contains the entire
agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written. Further, this Agreement
may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.


IN WITNESS WHEREOF, this Agreement,
including the attached Schedule, was signed by the Parties under the hands of their duly authorized representatives and made effective
as of the 3rd January 2020.


For and on Behalf of Superbee Network
Singapore Pte Ltd





 


/s/HuiEng Ling


Alicia Ling Hui Eng


03/01/2020


 


For and on Behalf of Jaison Phytochem, Inc.


/s/Jacksaa Tan


Jacksaa Jayson Tan


03/01/2020


 


 





Exhibit A





 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit B








 


Exhibit C





Schedule


Item 1 – License Agreement


THE LICENSE AGREEMENT OF WHICH THIS SCHEDULE
FORMS A PART IS DATED AS OF 3RD JANUARY 2020 AND IS BY AND BETWEEN THE PARTIES REFERENCED IN ITEM 2 BELOW.


Item 2 – Name and Address of Licensor
and Licensee


Licensor: Superbee Network Singapore
Pte Ltd, a company organized and existing in Singapore, with a registered address at 1 Kaki Bukit Ave 3, #09-11, KB-1, Singapore
416087.


Licensee: Jaison Phytochem, Inc., a
company organized and existing in USA with a registered address at 30N Gould St STE R, Sheridan, Wyoming WY82801.


Item 3 – Other License Terms


As delineated


Item 4 – Commencement Date


Strictly on the 3rd day of January
in the Year 2020


Item 5 – Expiry Date


		-	Industrial Design – EU
by 2033



		-	Industrial Design – HK
by 2032



		-	Industrial Design – MY
by 2021



Item 6 – Description of Asset


Industrial Design for the Packaging of Honey
in Straw Shape. The novelty of the design resides in the features of the shape and configuration in the articles of representation in
the format in item 7.


 


 


 


 


 


 


Item 7 – Format of Asset


European Union (EU)





 


 


Hong Kong (HK)





 





 


 


Malaysia (MY)








 





 





 


 


Item 8 – Approved Purpose


The Licensor
does not accept any responsibility or liability for the success or otherwise of the Approved Purpose and
is not liable for any losses which may be suffered by the Licensee in undertaking the Approved Purpose.


Item 9 – License Fee


LICENSEE
shall pay to LICENSOR up-front monies on the date of Closing in United States dollars as follows:-


		-	Industrial Design EU = $500,000



		-	Industrial Design HK = $500,000



		-	Industrial Design MY = $80,000



The up-front
monies are not to be considered as part of the royalties.


Upon Closing,
LICENSEE shall pay LICENSOR a royalty payment based upon the Gross Sales of the LICENSEE.  Said royalty payment shall be calculated
based upon 20% of the Gross Sales of the LICENSEE with regard to the Industrial Design exceeding $6,000,000 per annum in United States
dollars.