Blueprint




 








Exhibit 10.23


 


PRIVATE & CONFIDENTIAL

 

TERM
SHEET

 

This Term Sheet
sets out the understanding between HotApps International Pte Ltd
with regards to the proposed engagement of The Alpha Mind Pte Ltd
(“Consultant”) for provision of consultancy services to
the Company.

 


	
 

COMPANY

 

	
 

HotApps
International Pte Ltd, a company incorporated in Singapore,
registration no. 201414877D and having its office at 7 Temasek
Boulevard #29-01B Suntec Tower One Singapore 038987
(“Company”).


	
 

CONSULTANT

	
 

Company would like
to engage The Alpha Mind Pte Ltd, a company incorporated in
Singapore, registration no. 2009137393G (“Consultant”)
to provide consultancy services to the Company.

 

During the term of
engagement, its sole member and director, Mr Tay Kiat Ming, Eugene
will act as Acting Chief Executive Officer of the Company
(“Acting CEO”).

 


	
 

TERM AND
COMMENCEMENT DATE

	
 

For an initial term
of 12 months with effect 1 September 2018.

 


	
 

FEES

	
 

Consultant will be
paid consultancy fees based on the following milestones
-

 

1) First 12 months
-S$60,600 per annum payable monthly in arrears.

 

2) To be adjusted
to S$10,600 per month after successful raising of fresh funds by
the Consultant and upon receipt by the Company of or exceeding S$1
million which funds were raised based solely on Consultant’s
efforts.

 

3) To be adjusted
to S$20,600 per month after successful raising of fresh funds by
the Consultant and upon receipt by the Company of or exceeding S$5
million which were raised based solely on Consultant’s
efforts.

 


	
 

OVERVIEW

	
 

It is the intention
of the Company to work towards listing of its parent company,
HotApp BlockChain Inc., an OTC company in the United States,
incorporation ID. 5120182 and having its office at 4800 Montgomery
Lane Suite 210 Bethesda, MD20814 (“HotApp BlockChain”)
with NYSE or NASDAQ.

 


	
 

STOCK PERFORMANCE
SHARES

	
 

Acting CEO shall be
granted 1 million of HotApp BlockChain’s stock performance
shares upon its successful uplift to NYSE or NASDAQ. The exercise
price of the stock performance shares shall be at US$1.00 and will
be vested upon completion of 36 months’ continuous engagement
(“Tenure”) with the Company.

 

Such stock
performance shares can be sold only when the share price of the
HotApp BlockChain is trading at US$2 or above, at any time during
the Tenure. Sale of any shares arising from the vested stock
performance shares is restricted to no more than 5% of the daily
trading volume. All unvested stock performance shares will not be
due and will immediately become void in the event of termination of
the Consultancy Agreement.

 


	
 

TERMINATION

	
 

One (1)
month’s written notice of termination from either party or
fees in lieu of notice.

 






 



 

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CONFIDENTIALITY

	
 

Save for any
disclosure made to any regulatory body (including the exchanges in
United States, Hong Kong or Singapore), each party shall keep
strictly confidential the negotiations relating to this
transaction, the existence of this transaction and the contents of
this Term Sheet and shall not disclose the name to any other person
with the prior written consent of the other party.

 


	
 

NON-COMPETITION
AND NON-SOLICITATION

	
 

Consultant shall
not:

 

(a) be directly or
indirectly engaged or concerned in (whether as an employee, agent,
independent contractor or otherwise) the conduct of any business
competing with the businesses carried on or proposed to be carried
on by the Company at any time;

 

(b) carry on for
your own account either alone or in partnership or be concerned as
a director or shareholder in any company engaged in any business
competing with the Company’s business;

 

(c) assist any
person, firm or company with technical advice or assistance in
relation to any business competing with the Company’s
business;

 

(d) solicit or
entice away or attempt to solicit or entice away from the Company,
any person, firm, company or organisation who shall at any time
have been a customer, client, distributor or agent of the Company
or in the habit of dealing with the Company;

 

(d) solicit or
entice away or attempt to solicit or entice away from the Company
any person who is an officer, manager or employee of the Company
whether or not such person would commit a breach of his contract of
employment by reason of leaving the Company;

 

(e) in relation to
any trade, business or company, use any name in such a way as to be
capable of or likely to be confused with the name of the Company
and/or the Group and shall use all reasonable endeavours to procure
that no such name shall be used by any other person, firm or
company;

 

(f) otherwise be
interested, directly or indirectly, in any business competing with
the Company’s business; or

 

(g) by any means
and at any time, use any information whatsoever which you may
possess during the course of your engagement with the Company in
any manner which may cause loss or injury to the Company and/or the
Group and should you come into possession of any confidential
information or trade secrets, you undertake irrevocably and
unconditionally not to disclose these to any party at any time
(whether during or after your engagement) without the
Company’s prior written consent unless or until the
information is in the public domain, whereupon to the extent that
it is public this obligation shall cease.

 


	
 

BINDING
EFFECT

	
 

This Term Sheet
shall be legally binding and shall also be legally enforceable in
accordance with its terms in any court or competent
jurisdiction.

 

 


	
 

PREVALENCE OF
CONSULTANCY AGREEMENT

	
 

This Term Sheet
shall be superseded by a Consultancy Agreement to be negotiated and
entered into as soon as practicable and in any event, no later than
6 months from the date of signing of this Term Sheet.

 


	
 

COSTS AND
EXPENSES

	
 

Each Party shall be
responsible for its respective costs and expenses in relation to
the preparation of this Term Sheet and any transactions
contemplated thereunder.

 






 



 

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TAXES

	
 

Consultant and CEO
shall be responsible for all relevant taxes required by applicable
laws.

 


	
 

GOVERNING LAW AND
DISPUTE RESOLUTION

	
 

Singapore Laws and
the Parties hereby irrevocably submit to the exclusive jurisdiction
of the Singapore Courts.

 






 

Date: 14 September
2018

 

We hereby agree to
the above terms and conditions:

 


	
Signed
by:


	
Signed
by:


	
 

	
 


	
/s/ Chan Heng
Fai


	
/s/ Tay Kiat Ming
Eugene


	
Name: CHAN HENG
FAI 


	
Name: TAY KIAT MING
EUGENE


	
For and on behalf
of


	
For and on behalf
of


	
HOTAPPS
INTERNATIONAL PTE LTD

	
THE ALPHA MIND PTE
LTD


	
 

	
 






 



                                                                                    








                                                                                   









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