Exhibit 10.11


 


SERVICE
AGREEMENT


 


This
Service Agreement (the “Agreement”) is made on 16th March 2022.


 


BETWEEN:-


 


	(1)	SMORBALL
                                            PRIVATE LIMITED (UEN No: 201733808R), incorporated and registered in Singapore whose
                                            registered office is at 27 Jalan Rimau Singapore 418723, (hereinafter referred to as “Client”)



 


	(2)	REPUBLIC POWER PTE LTD (UEN No. 201500006G), a company incorporated in Singapore, having its registered address at 158 Kallang Way #06-08 Performance Building Singapore (349245) (hereinafter referred to as “Service Provider”)

                                                                                 

                                                                                (hereinafter collectively referred to as “Parties” and individually referred to as “Party”.)







 


IT
IS HEREBY AGREED AS FOLLOWS


 


Commencement
and Duration


 


	1.	The
                                            Services Agreement commences on 16th March 2022 and expires upon completion of
                                            the Scope of Work.



 


Scope
of Services


 


	2.	The
                                            Service Provider will provide the client with the Scope of Work described in Schedule 1.



 


Fees


 


	3.	The
                                            Client will pay to the Service Provider in consideration of the provision of the Scope of
                                            Work, a one-time development fee of SGD $1,188,000.00 payable upon the milestone described
                                            in Schedule 2.



 


	4.	The
                                            above charges exclude GST.



 


Intellectual
Property


 


	5.	All
                                            Intellectual Property or proprietary rights of any nature whatsoever, including without limitation,
                                            source code, copyrights, trade or service marks, trade names, brand names, patents, patent
                                            applications, trade secrets made, developed, conceived, reduced to practice, fixed in any
                                            tangible medium of expression, or created independently by Service Provider, without any
                                            contribution from the Client will be the sole and exclusive property of the Service Provider.
                                            The Service Provider hereby grants the Client the right to use the Service Provider’s
                                            intellectual property in accordance with the Fees (“License Fee”) in Schedule 2.



 






    


     


    

 


	6.	All
                                            intellectual property or proprietary rights of any nature whatsoever, including without limitation,
                                            copyrights, trade or service marks, trade names, brand names, patents, patent applications,
                                            trade secrets, made, developed, conceived, reduced to practice, fixed in any tangible medium
                                            of expression or created out of or otherwise in connection with this. 






 


Agreement hereunder,
                                            in relation to the business of the Client, produced by or as a result of this Agreement,
                                            shall be the sole and exclusive property of the Client.


 


	7.	The
                                            Service Provider has the rights to refuse to sell the source code used in the development
                                            of the Scope of Work (NOT Including Platform analytics and AI algorithms) from the date of
                                            this Agreement.



 


Termination


 


	8.	The
                                            Client shall be entitled to terminate this Agreement without cause by giving ninety (90)
                                            days prior written notice to the Service Provider. Should the Service Provider’s engagement
                                            be terminated prior to completion, fees will be payable based on a pro rata basis up till
                                            the time of termination.






 


Confidentiality


 


	9.	The
                                            Service Provider shall keep confidential and procure their respective employees, agents,
                                            servants and independent contractors appointed by them to keep confidential any Confidential
                                            Information disclosed by the Client and shall not use or disclose it to any person or use
                                            it for its own benefit, except for purposes of this Agreement.



 


Entire
Agreement


 


	10.	The
                                            parties agree that this Agreement constitutes the entire agreement between them relating
                                            to the Engagement and supersedes all previous agreements, understandings and arrangements
                                            between them, whether in writing or oral in respect of its subject matter.



 


	11.	Each
                                            party acknowledges that it has not entered into this Agreement in reliance on, and shall
                                            have no remedies in respect of, any representation or warranty that is not expressly set
                                            out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation
                                            on the basis of any statement in this Agreement.



 


	12.	Nothing
                                            in this Agreement purports to limit or exclude any liability for fraud.



 


Governing
Law and Dispute Resolution


 


	13.	The
                                            Agreement shall be governed by and construed in accordance with the laws of Singapore and
                                            the parties agree to submit to the exclusive jurisdiction of the Singapore courts.



 






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IN
WITNESS WHEREOF the Parties have hereunto set their hands the day and the year first above written.


 


	SIGNED BY	)
	Long Ziyang	)
	For and on behalf of	)
	Republic Power Pte Ltd	)
	In the Presence of: 	)
	 	 
	 	 
	SIGNED BY	)
	 	)
	For and on behalf of	)
	Smorball Pte Ltd	)
	In the Presence of: 	)



 






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SCHEDULE
1


 


Project
Development Milestones and Timelines.


 





	Key
    Milestones	Description
    & Deliverables
	Requirements
    Analysis & Design	Functional
    Specifications
	 	-	2
    rounds of review will be conducted
	 	-	Responses
    from client to feedback (received in writing) are acceptable
	Configuration
    and Setup	NFC
    devices
	 	-	Hardware
    deliverable and across check equipment specifications 
	 	Medical Devices
	 	-	Medical
    hardware will be integrated into the system.
	Software
    development	Online
    Platform & Mobile Application Module
	 	-	Fulfill
    all the functions which both client and solution provider had stated and agree on during the functional specification phase.
	 	-	All
    modules are in operational working condition, medical devices are all fully integrable to the system software.
	Internal
    Development Software Testing	Online
    Platform & Mobile Application Module
	 	-	All
    the modules has been tested and bugs has been reported
	Software
    Debugging	Online
    Platform & Mobile Application Module
	 	-	All
    bugs which has been identified during Internal Development Software Testing phase has been rectified
	Internal
    Software Testing	Online
    Platform & Mobile Application Module
	 	-	100%
    of test cases as per test specification are tested
	 	-	100%
    of critical and high severity incidents raised are resolved or have approved workaround
	 	-	<95%>
    medium severity incidents raised are resolved/have approved worked around less than <10> medium severity incidents raised are
    outstanding
	 	-	<85%>
    low severity incidents raised are resolved/have approved worked around or less than <30> low severity incidents raised are
    outstanding
	 	-	Outstanding
    incidents raised are being worked on
	User
    Acceptance Testing	User
    Acceptance Test Report
	 	-	100%
    of test cases as per test specification are tested
	 	-	100%
    of critical and high severity incidents raised are resolved or have approved workaround
	 	-	<95%>
    medium severity incidents raised are resolved/have approved worked around less than <10> medium severity incidents raised are
    outstanding
	 	-	<85%>
    low severity incidents raised are resolved/have approved worked around or less than <30> low severity incidents raised are
    outstanding
	 	-	Outstanding
    incidents raised are being worked on


 






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SCHEDULE
2


 


Payment
Milestone, Payment Triggers and Timeline


 





	Key Milestones	 	Amount Payable	 	Payment Triggers
	Requirements Analysis & Design	 	SGD 64,000.00	 	Upon submission of research report and sign off from both parties
	Configuration and Setup	 	SGD 128,000.00	 	Upon signed and agreed functional specifications in document format
	Software development	 	SGD 256,000.00	 	Upon presenting usable demonstration (No document for this stage, Signed off Memo from both parties)
	Internal Development Software Testing	 	SGD 64,000.00	 	Upon demonstrable and usable demo (No document for this stage. Signed off Memo from both parties)
	Software Debugging	 	SGD 64,000.00	 	Upon demonstrable and usable demo (No document for this stage. Signed off Memo from both parties)
	Internal Software Testing	 	SGD 128,000.00	 	Upon submission of testing document and results of reactions of platform across various simulated scenarios
	User Acceptance Testing	 	SGD 128,000.00	 	Upon successful tasting acknowledgement from both sides in a Memo format and submitting the Testing documentation
	Equipment Cost	 	SGD 356,000.00	 	Deployment of Medbot
	TOTAL	 	SGD 1,188,000.00	 	 


 


 


 


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