Exhibit 10.6


 


THIS AGREEMENT is made on 1 April 2020


 


BETWEEN


 


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
(“GEL”); AND


 


LOGIC NETWORK LIMITED, a limited liability company incorporated
in Hong Kong whose registered office is at 9/F, Amtel Building, 148 Des Voeux Road Central, Hong Kong (“LNL”).


 


		WHEREAS	



 


GEL agrees to engage LNL and LNL 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 LNL 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 LNL in the manner described in
Clause 3, LNL agrees to provide the Services to GEL subject to the terms and conditions herein and in Schedule 1.



 


		2.2	GEL and LNL 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 LNL to fulfil its obligations
hereunder.



 


		2.3	GEL shall respect independent performance of the Services by LNL and shall
communicate with LNL for any suggestions and LNL 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	LNL 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 LNL for LNL
to fulfil its obligations under this Agreement. 



 


		3.	PAYMENT



 


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



 


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



 


		4.3	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.



 






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		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	LNL 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.



 






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		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 LNL 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.



 






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		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	)	 
	GLOBAL ENGINE LIMITED	)	 
	in the presence of:-	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	 	 
	SIGNED BY	)	 
	FOR AND ON BEHALF OF	)	 
	LOGIC NETWORK LIMITED	)	 
	in the presence of:-	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 



 






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SCHEDULE 1


 


Part 1 - The Service


 


LNL shall provide server colocation solution from 1 May 2020 to 31
December 2020 with 10 facility rental in full rack in Hong Kong, with 18 x 2 Power Outlets and 1.5 KVA Power Supply with the following
details:


 


Location: TKO (Data hall E (DH1E),
1/F, 22 Chun Cheong St., TKO Industrial Estate, TKO, Kowloon)  


 


Facility Rental (qty: 10)  


- Full Rack (45U height, 3 pieces
of Rack Shelf incl.)  


- 1 x Ethernet Port (for dedicated
bandwidth plan)  


- 18 x 2 Power Outlets  


- 1.5 KVA Power Supply  


 


IP Transit Bandwidth  


- Dedicated Bandwidth  


- IP Transit - 50Mbps  


- Unlimited Usage  


- Eight (8) x IP address (5 usable)
with VLAN implementation  


 


The Terms and Conditions of the Service are included in Schedule 2.


 


Part 2 – Term and Fees


 


		1.	Term:  From date of this Agreement to 31 December 2020 (both days inclusive) unless terminated early pursuant to the terms and conditions
of this Agreement.



 


		2.	Fees: GEL shall pay HK$400,000 per month for the server colocation
solution, with fees due for payment on presentation of our invoices, as the work progresses. For the avoidance of doubt, any services
performed by LNL 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 LNL.



 




    Sch 1-1


     


    

 


SCHEDULE 2 – Terms & Conditions


 


		1.	Service content: LNL agrees to provide server hosted services (IDC) to customer in accordance with the “TERMS & CONDITIONS”.
That is, LNL provides the rack space of computer room and necessary facilities such as gas, power, fire protection, security, internal
network connection, etc. for the customer to place the computer server and other equipment, and the customer agrees to pay the rental
fee.



 


		2.	Equipment details:



 


		(1)	The customer shall provide a detailed list and specification of the equipment for LNL’s confirmation, and mark the asset mark of the
qualification.



 


		(2)	The customer is responsible for the maintenance of the equipment and its own system. LNL is not responsible for the responsibility
and compensation caused by the equipment failure and the customer’s own system error.



 


		3.	Service Provision requirements: The Customer also agrees to abide by (1) generally accepted rules of conduct relating to the proper
use of Internet resources (2) this Terms & Conditions and (3) the Agreement. In the event to comply of governmental or regulatory
requirements, LNL shall have the right to modify, vary or discontinue any aspect of the Services (whether to the Customer alone or otherwise)
at any time at its sole discretion and without prior notice. LNL reserves the right to disconnect or deactivate any of the Customer’s
equipment or software at any time without prior notice.



 


		4.	Access Control of computer room:



 


		(1)	When the customer needs to enter LNL computer room for equipment maintenance, he / she shall make an appointment with LNL in advance
and be accompanied by LNL personnel. The customer agrees to abide by the regulations of LNL computer room management. If the customer
is unable to enter the computer room, LNL may assist in restarting the hardware equipment with the consent of the customer.



 


		(2)	The customer’s access to the LNL machine room is limited to the maintenance personnel listed in the application form. If the customer
is not listed in the application form, LNL has the right to refuse his access to the machine room.



 


		(3)	When the equipment enters or moves to LNL computer room, the customer must check the list of model, specification, quantity, asset
number, etc. with LNL, and can enter or move only after it is checked to be in conformity. If the customer is unable to cooperate for
some reason, the equipment shall be sealed when entering the machine room.



 


		5.	Calculation of the service fees provided by LNL:

                                                                




		(1)	The service fee of the place shall be calculated from the date of completion of installation of relevant equipment at the place designated
by LNL, and the date of completion of installation of relevant equipment at the place shall be the date of commencement of relevant equipment
and service fee of the place.



 


		(2)	If there is any doubt about the quality of services provided by LNL, the customer shall, within five days from the date of completion
of the installation, detail in writing the specific incomplete matters, and request LNL to improve. LNL will not charge for the repair.
If overdue, it will be deemed that the installation has been completed and passed the customer’s acceptance. LNL may subcontract part
or all of its services to a qualified service provider and LNL shall make sure the subcontractors possess all necessary license (if any)
to carry out the services.



 






    Sch 2-1


     


    

 


		6.	Equipment management and maintenance:



 


		(1)	LNL is only responsible for the safekeeping of the equipment placed in the LNL machine room by the customer. The customer shall be
responsible for the good maintenance of its own system equipment. LNL shall not be liable for any compensation for the damage or loss
caused by the obstacle of the customer’s system equipment.



 


		(2)	The customer shall, within seven days from the date of termination, move the equipment placed in LNL back to the original place. However,
if the customer fails to settle the account, LNL may refuse to move the equipment.



 


		(3)	If the customer fails to collect the original equipment within the time limit, it shall be deemed as abandoning the ownership of the
equipment. LNL shall not be responsible for the custody, and shall have the right to change the location of the equipment or dispose of
the waste directly. The handling fee shall be borne by the customer, and the customer shall have no objection.



 


		7.	Other conventions:LNL may subcontract part or all of its services to a qualified service provider and LNL shall make sure the
subcontractors possess all necessary license (if any) to carry out the services.



 


 


 


Sch 2-2