Exhibit 10.3


 


THIS AGREEMENT is made on the 1st day of
January 2021


 


BETWEEN:-


 


		(1)	AISLY GLOBAL INC., a limited liability company incorporated in 5/F, 67-2 Zhuang Jing Road, Banqiao
District, New Taipei City, 220 Taiwan whose registered office is at Taiwan (the “AISLY”); AND



 


		(2)	GLOBAL ENGINE LIMITED, a limited liability company incorporated in Hong Kong whose registered office
is at Room A, 8/F, Reason Group Tower, 403 Castle Peak Road, Kwai Chung, New Territories, Hong Kong (the “GEL”).



 


		WHEREAS:	



 


AISLY agrees to engage GEL and GEL agrees to provide
to AISLY the services as described in Schedule 1 (the “Services”), subject to the terms and conditions set out in this Agreement.


 


NOW IT IS HEREBY
AGREED as follows:


 


		1.	DEFINITIONS



 


		1.1	In this Agreement, unless explicitly stated as otherwise, the expressions
listed below shall have the following meanings:



 


		(a)	“Fees” means the fees as specified in Schedule 1 payable by
AISLY from time to time to GEL for provision of the Services;



 


		(b)	“HKIAC” is as defined in Clause 15.2;



 


		(c)	“Services” means the services as detailed in Schedule 1; and




 


		(d)	“Term” means the term as specified in Schedule 1; 



 


		1.2	Where the context permits, words in the singular shall include the plural
and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa.



 


		1.3	The headings to the provisions of this Agreement are for ease of reference
only and shall not affect the interpretation or construction of them.



 


		1.4	References to clauses, schedules and annexes are, unless otherwise stated,
to clauses, schedules and annexes of and to this Agreement which together form an integral part of this Agreement. 



 


		2.	PROVISION OF SERVICES



 


		2.1	In consideration of AISLY paying the Fees to GEL in the manner described
in Clause 3, GEL agrees to provide the Services to AISLY subject to the terms and conditions herein and in Schedule 1.



 






     


    	 



    

 


		2.2	AISLY and GEL shall cooperate in good faith in all matters relating to the
provision of Services including but not limited to obtaining all consents, licences or approvals necessary for GEL to fulfil its obligations
hereunder.



 


		2.3	AISLY shall not interfere negligently or wilfully with the performance of
the Services by GEL and GEL may assign, subcontract or delegate any rights, duties, obligations or liabilities under this Agreement to
any third parties without the consent of AISLY. 



 


		2.4	GEL shall be entitled to deploy resources of all forms or manners as necessary
for the performance of the Services under this Agreement. AISLY is required to provide all necessary actions and assistance, including
but not limited to furnishing documents, preparing & signing agreements & documents, providing confirmation, acceptance &
endorsement of all relevant matters, to be performed and completed by AISLY within a reasonably short period of time as requested by GEL
for GEL to fulfil its obligations under this Agreement. 



 


		3.	PAYMENT



 


		3.1	AISLY shall pay the Fees to GEL for provision of the Services in the manner
set out in Schedule 1. GEL shall not be responsible for all unforeseeable costs, tax, charges and expenses incurred for and in connection
with the provision of the Services by GEL except as expressly provided otherwise in this Agreement or approved in advance in writing by
GEL.



 


		3.2	All payment shall be made within fourteen (14) days from the date of invoices
issued by GEL to AISLY, except that the payment for Phase 1 services shall be made within seven (7) days from the date of invoice issued
by GEL to AISLY.



 


		3.3	Any delay in payment shall entitle GEL for the costs and expenses incurred
in connection with the collection of overdue payments, whether made in or out of court, without prejudice to any rights or remedies legally
available to GEL. 



 


		4.	TERMINATION



 


		4.1	This Agreement shall terminate upon the expiry of the Term specified in
Schedule 1 unless extended by mutual agreement by the parties in writing or terminated earlier pursuant to the terms of this Agreement.



 


		4.2	This Agreement may be terminated by either party with a 7 days’ notice
without cause. 



 






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		4.3	The expiration or termination of this Agreement for whatever cause shall
be without prejudice to any pre-existing and/or accrued rights and obligations of the parties hereunder.



 


		4.4	Clauses 5, 6, 7, 10, 11, 12, 13 and 15 and those terms which by their nature
should survive termination shall continue to apply after expiration or termination of this Agreement for whatever reason.



 


		5.	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS



 


		5.1	Each party represents and warrants that it has the authority necessary to
enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement.



 


		5.2	GEL represents, warrants and undertakes that the services will be duly performed
and completed in a diligent, professional and business-like manner. 



 


		6.	LIMITATION OF LIABILITY



 


NEITHER PARTY WILL BE LIABLE TO THE OTHER
PARTY OR TO ANY THIRD PARTY, FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES. THIS LIMITATION OF
LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR FOR ANY LOSS OF REVENUE,
DATA, OR PROFITS, AND INDEPENDENT OF ANY FAILURE OF ESSENTIAL PURPOSE OF THE WARRANTIES AND REMEDIES PROVIDED HEREUNDER. THIS LIMITATION
OF LIABILITY WILL APPLY WHETHER OR NOT THE OTHER PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.


 


		7.	CONFIDENTIALITY



 


		7.1	The parties agree to keep and procure to be kept secret and confidential
any and all written and/or oral information of any kind relating to the terms of this Agreement and the business of the other party obtained
from the other party pursuant to this Agreement or prior to it and to disclose the same only to those of its employees or contractors
directly involved with the services and only to the extent necessary for each of them to perform his duties under this Agreement. The
parties shall impose the above obligation on these persons. 



 


		7.2	The foregoing obligations shall not apply, however, to any part of such
information which:



 


		a)	was already in the public domain or which becomes so through no fault of the receiving party;



 


		b)	was already known to the receiving party prior to receipt
thereof; or



 


		c)	was disclosed to the receiving party by a third party owing no duty of confidentiality towards the disclosing
party in respect thereof.



 


		7.3	Subject to the provisions in Clause 7.2 above, these obligations of confidentiality
shall survive the expiration or termination of this Agreement.



 


		8.	ASSIGNMENT



 


		8.1	Neither party shall assign or otherwise transfer its interest in this Agreement
or its rights and obligations hereunder whether in whole or in part without the prior written consent of the other, except in circumstances
of corporate succession by merger, consolidation, or other corporate reorganisation in relation to either party’s business. 



 






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		9.	ENTIRE AGREEMENT



 


		9.1	The parties hereto declare that this Agreement comprises the complete and
exclusive agreement between them which supersedes all previous understandings, negotiations and proposals, whether oral or in writing.
In case of any inconsistency, conflict with or ambiguity of any terms and conditions which are incorporated by reference, the terms and
conditions of this Agreement shall prevail.



 


		9.2	Save as expressly provided, no alteration, modification, amendment, waiver,
consent or discharge shall be binding upon either party unless in writing and signed by both parties.



 


		10.	NOTICES



 


		10.1	Any notice required to be given under this Agreement shall be in writing
and shall be sent to the address of the party as specified in this Agreement or such other address as that party shall designate by notice
given in accordance with the provisions of this Clause from time to time. Any such notice shall be delivered by hand or by registered
prepaid post and shall be deemed to have been served if delivered by hand upon signed receipt by the appointed representative of either
party for the time being or if by post 48 hours after the day of posting.



 


		11.	LEGAL RELATIONSHIP



 


		11.1	Nothing herein shall create or imply any employment, principal-agent, joint
venture or partnership relationship between AISLY on the one hand, and GEL on the other. 



 


		11.2	Either party acknowledges that it is not part of the other party’s
organisation and shall have no authority to commit or to bind the other party in any way in connection with the business, affairs or otherwise
of the other party.



 


		12.	SEVERABILITY



 


		12.1	In the event that any provision contained in this Agreement should, for
any reason, be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement.
Instead this Agreement shall be construed as if such invalid or unenforceable provision had not been contained herein.



 


		13.	WAIVER



 


		13.1	No failure or delay on the part of any party to exercise any right, power
or remedy under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by a party of any right, power
or remedy. The rights, powers and remedies provided herein are cumulative and are not exclusive of any rights, powers or remedies at law.



 


		14.	CONTRACTS (RIGHTS OF THIRD PARTIES) ORDINANCE



 


		14.1	The parties do not intend any term of this Agreement to be enforceable by
any person who is not a party to this Agreement pursuant to the Contracts (Rights of Third Parties) Ordinance (Cap 623), and the parties
agree that this Agreement shall be excluded from the application of the Contracts (Rights of Third Parties) Ordinance (Cap 623).



 


		15.	APPLICABLE LAW AND DISPUTE RESOLUTION



 


		15.1	This Agreement shall be governed by, construed and enforced in accordance
with the laws of Hong Kong SAR and the parties hereto agree to be subject to the non-exclusive jurisdiction of the courts of Hong Kong
SAR.



 


		15.2	Notwithstanding Clause 15.1, a complaining party shall have the option to
refer any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof,
to arbitration in Hong Kong at the Hong Kong International Arbitration Centre (“HKIAC”) with three (3) arbitrators in accordance
with the HKIAC Rules in force. Each party shall select one (1) arbitrator and the two (2) arbitrators shall select the third neutral arbitrator
who shall be the Chairman of the arbitration panel. The language to be used in the arbitral proceedings shall be English. 



 


- END -


 






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IN WITNESS WHEREOF this Agreement has been executed
in accordance with the constitution of the respective party on the day and year first above written.


 


	SIGNED BY	)	 
	FOR AND ON BEHALF OF	)	 
	AISLY GLOBAL INC.	)	 
	in the presence of:-	)	 
	 	)	 
	 	)	 
	 	)	 
	__________________________	)	 
	 	)	 
	 	)	 
	 	 	 
	 	 	 
	SIGNED BY	)	 
	FOR AND ON BEHALF OF	)	 
	GLOBAL ENGINE LIMITED	)	 
	in the presence of:-	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	__________________________	)	 
	 	)	 
	 	)	 



 






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SCHEDULE 1


 


Part 1 - The Service


 


Managed Cloud Hosting Service (Infrastructure as a Service)


	●		Cloud computing platform built with enterprise-grade hardware and software



		●	Redundant power, system and network design



		●	High Availability protection included (fast server auto-restart after hardware failure)



		●	Domain Name Hosting (if any)



		●	VLAN implementation with vShield Edge setup



		●	Real-time Bandwidth Utilization Report (MRTG) on request basis



 


Part 2 – Term and Fees


	1.	Term:	From 1st January 2021 to 31st December 2021 (both days inclusive) unless terminated early pursuant to the terms and conditions of this Agreement.
	2.	Fees:	
    AISLY shall pay the service fees US$1,970,000
in total by 16 instalments as set out in the table below. For the avoidance of doubt, any services performed by GEL not within the specified
scope of areas set out in Part 1 of Schedule 1 to this Agreement shall incur extra fees and costs payable by AISLY in the manner as determined
by GEL. 



 


	Item	 	Payment	 	Fee (US$)
	1	 	1st Instalment Payment	 	US$98,500
	2	 	2nd Instalment Payment	 	US$98,500
	3	 	3rd Instalment Payment	 	US$98,500
	4	 	4th Instalment Payment	 	US$98,500
	5	 	5th Instalment Payment	 	US$98,500
	6	 	6th Instalment Payment	 	US$98,500
	7	 	7th Instalment Payment	 	US$98,500
	8	 	8th Instalment Payment	 	US$98,500
	9	 	9th Instalment Payment	 	US$147,750
	10	 	10th Instalment Payment	 	US$147,750
	11	 	11th Instalment Payment	 	US$147,750
	12	 	12th Instalment Payment	 	US$147,750
	13	 	13th Instalment Payment	 	US$147,750
	14	 	14th Instalment Payment	 	US$147,750
	15	 	15th Instalment Payment	 	US$147,750
	16	 	16th Instalment Payment	 	US$147,750
	 	 	Total	 	US$1,970,000



 





This Supplementary Agreement
(“Amendment”) is made and entered into dated 9/30/2021 between AISLY GLOBAL INC., a limited liability company
having its business address at 5F, 67-1 Zhuang Jing Road, Banqiao District, New Taipei City, 220 Taiwan (the “AISLY”)
and GLOBAL ENGINE LIMITED, a limited liability company having its business address at Room A, 8/F, Reason Group Tower, 403 Castle
Peak Road, Kwai Chung, New Territories, Hong Kong (the “GEL”) with reference to the Agreement dated 1st
January 2021 (“Agreement”).


 


NOW, in consideration
of the mutual promises and agreements set forth below, the parties agree to revise the term of the Agreement as set out in Part 2 of Schedule
1 as:


“From 1st
February 2021 to 31st May 2022 (both days inclusive) unless terminated early pursuant to the terms and conditions of this Agreement.”


 






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		1.	GENERAL



 


A. If
there is a conflict between the Agreement and this Amendment, the terms of this Amendment will govern if this Amendment expressly references
the provisions of the Agreement with which they are inconsistent


 


B. Except
as otherwise modified herein, the capitalized terms used in this Amendment shall have the meaning specified in the Agreement.


 


C. Except
as amended herein, the remaining terms and conditions of the Agreement shall remain in full force and effect.


 


IN WITNESS WHEREOF this Amendment has been executed
on the day and year first above written.


 


	SIGNED by	)	 
	for and on behalf of	)	 
	AISLY GLOBAL INC.	)	 
	 	)	 
	in the presence of:-	)	 
	 	)	 
	 	 	 
	 	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	 
	GLOBAL ENGINE LIMITED	)	 
	 	)	 
	in the presence of:-	)	 
	 	)	 



 






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This Supplementary Agreement
(“Supplementary Agreement”) is made and entered into dated 12 August 2022 between AISLY GLOBAL INC., a limited
liability company having its business address at 5F, 67-1 Zhuang Jing Road, Banqiao District, New Taipei City, 220 Taiwan (the “AISLY”)
and GLOBAL ENGINE LIMITED, a limited liability company having its business address at Room C, 19/F, World Tech Centre, 95 How Ming
Street, Kwun Tong, Kowloon, Hong Kong (the “GEL”) with reference to the Agreement dated 1st January 2021
(“Agreement”) and the Supplementary Agreement dated 30th September, 2021 (“Supplementary Agreement
1”).


 


NOW, in consideration
of the mutual promises and agreements set forth below, the parties agree to renew the term of the Agreement in Schedule 1 in this Supplementary
Agreement.


 


		2.	GENERAL



 


D. If
there is a conflict between the Agreement, Supplementary Agreement 1 and this Supplementary Agreement, the terms of this Supplementary
Agreement will govern if this Supplementary Agreement expressly references the provisions of the Agreement with which they are inconsistent


 


E. Except
as otherwise modified herein, the capitalized terms used in this Amendment shall have the meaning specified in the Agreement.


 


F. Except
as amended herein, the remaining terms and conditions of the Agreement shall remain in full force and effect.


 


IN WITNESS WHEREOF this
Supplementary Agreement has been executed in accordance with the constitution of the respective party on the day and year first above
written.


 


	SIGNED by	)	 
	for and on behalf of	)	 
	AISLY GLOBAL INC.	)	 
	in the presence of:-	)	 
	 	)	 
	 	)	 
	 	)	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	 
	GLOBAL ENGINE LIMITED	)	 
	in the presence of:-	)	 
	 	)	 
	 	)	 
	 	 	 






 






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SCHEDULE 1


 


Part 1 - The Service


 


Managed Cloud Hosting Service (Infrastructure as a Service)


		●	Cloud computing platform built with enterprise-grade hardware and software



		●	Redundant power, system and network design



		●	High Availability protection included (fast server auto-restart after hardware failure)



		●	Domain Name Hosting (if any)



		●	VLAN implementation with vShield Edge setup



		●	Real-time Bandwidth Utilization Report (MRTG) on request basis



 


Part 2 – Term, Fees and Timeline


 


	1.	Term:	From 1st June 2022 to 30th November 2022 (both days inclusive) (the “Initial Term”) unless terminated early pursuant to the terms and conditions of this Supplementary Agreement.
	2.	Fees:	
    AISLY shall pay the service fees at a monthly
fee of US$150,000 each month during the Term. GEL will invoice AISLY on a monthly basis. If the usage of AISLY exceed the service levels
required, it shall incur extra fees and costs payable by AISLY in
the manner as determined by GEL.  






 


	
    Item
	 	
    Month 
	 	Fee (US$)
	1	 	June 2022	 	US$150,000
	2	 	July 2022	 	US$150,000
	3	 	August 2022	 	US$150,000
	4	 	September 2022	 	US$150,000
	5	 	October 2022	 	US$150,000
	6	 	November 2022	 	US$150,000
	 	 	Total	 	US$900,000


 


 


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