Exhibit
10.13


 


THIS
AGREEMENT is made on the 17th day of April 2021


 


BETWEEN:-


 


		(1)	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”); AND



 


		(2)	MDT
                                            INNOVATION SDN BHD, a limited liability company incorporated in Malaysia whose registered
                                            office is at Suite 19-04A, The Pinnacle, Persiaran Lagoon Bandar Sunway, 46150 Petaling Jaya,
                                            Malaysia. (the “MDT”)



 


 WHEREAS:




 


GEL
agrees to engage MDT and MDT agrees to provide to GEL 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 GEL from time to time to MDT 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 GEL paying the Fees to MDT in the manner described in Clause 3, MDT agrees
                                            to provide the Services to GEL subject to the terms and conditions herein and in Schedule
                                            1.



 






     


     


    

 


		2.2	GEL
                                            and MDT 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
                                            MDT to fulfil its obligations hereunder.



 


		2.3	GEL
                                            shall respect independent performance of the Services by MDT and shall communicate with MDT
                                            for any suggestions and MDT may assign, subcontract or delegate any rights, duties, obligations
                                            or liabilities under this Agreement to any third parties with the consent of GEL.



 


		2.4	MDT
                                            shall be entitled to deploy resources of all forms or manners as necessary for the performance of
                                            the Services under this Agreement. GEL 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 GEL within a reasonable period of time as requested by MDT
                                            for MDT to fulfil its obligations under this Agreement.



 


		2.5	The
                                            deployment of the Network Security for Internet Of Things (IOT) Cloud Platform shall be subjected
                                            to the satisfaction of the Testing and Commissioning procedures as reasonably required by
                                            GEL. Commissioning tests shall be performed to assess the overall functionality of the system
                                            as per the standards and design specifications. Each components of the System must be individually
                                            tested to ensure that it install correctly. Any comments regarding abnormal operation to
                                            failed tests shall be recorded in the comments section of the commissioning schedule.



 


		3.	PAYMENT



 


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



 


		3.2	All
                                            payment shall be made within thirty (30) days from the date of invoices issued by MDT to
                                            GEL.



 


		3.3	Any
                                            delay in payment shall entitle MDT 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 MDT.



 


		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.



 


		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.



 






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		4.4	Clauses
                                            5, 6, 7, 10, 11, 12, 13 and 16 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	MDT
                                            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.



 






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		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.



 


		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 GEL on the one hand, and MDT 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.



 






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		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.	Force
                                            Majeure



 


		14.1	Neither
                                            party shall be liable for any delays or failures attributable to its being affected by an
                                            Event of Force Majeure, but the party so affected shall use best endeavours to resume performance
                                            as quickly as possible and shall promptly give the other party full particulars of the failure
                                            or delay and consult with the other party concerning the failure or delay from time to time
                                            as appropriate. If any such delay or failure on the part of the MDT continues for a period
                                            of three (3) months, GEL shall be entitled to terminate this Agreement and/or any services
                                            provided under this Agreement immediately on giving written notice to MDT.



 


		15.	CONTRACTS
                                            (RIGHTS OF THIRD PARTIES) ORDINANCE



 


		15.1	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).



 


		16.	APPLICABLE
                                            LAW AND DISPUTE RESOLUTION



 


		16.1	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.



 


		16.2	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	)	 
	GLOBAL ENGINE LIMITED	)	 
	in the presence of:-	)	 
	 	)	 
	 	)	 
	 	)	 
		)	 
	 	)	 
	 	)	 
	 	 	 
	SIGNED BY	)	 
	FOR AND ON BEHALF OF	)	 
	MDT INNOVATION SDN BHD	)	 
	in the presence of:-	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
		)	 
	 	)	 
	 	)	 



 






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SCHEDULE 1


 


Part 1 - The Services


 


MDT shall provide the following services to GEL:


 


	 	1.	Network Security for Internet Of Things (IOT) Cloud Platform - Design and Build
	 	2.	Network Security for Internet Of Things (IOT) Cloud Platform – Development and Implementation
	 	3.	Testing and Commissioning Procedure



 




The Technical Specifications are stated in SCHEDULE 2.


 


Part 2 – Term and Fees


 


	1.	Term:	From date of this Agreement to 31st December 2021 (both days inclusive) unless terminated early pursuant to the terms and conditions of this Agreement.
	 	 	 
	2.	Fees:	GEL shall pay the service fees totalling US$219,000. GEL shall be invoiced upon the satisfactory completion of the Testing and Commissioning. For the avoidance of doubt, any services performed by MDT 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 GEL in the manner as determined by MDT. 



 



	
    Item

    
	 	
    Service
	 	Estimated Timeline
	1	 	Network Security for Internet Of Things (IOT) Cloud Platform - Design and Build 	 	July 2021
	2	 	Network Security for Internet Of Things (IOT) Cloud Platform – Development and Implementation	 	August 2021 
	3	 	Testing and Commissioning	 	August 2021



 


 


Sch 1-1