Exhibit 10.5


 


THIS AGREEMENT is made on 1 November 2019


 


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 is the representative of 21 Vianet Group Limited (“21 Vianet
“) regarding the business partnership project liaison with China Mobile Hong Kong Limited (“CMHK”) and the Office of
Communications Authority (“OFCA”).


 


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.



 






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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.	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 the following technical and regulatory support services
to GEL related to the CMHK – 21 Vianet project:


 


	1.	Provide technical advice to the drafting of the site and
capacity sharing agreements between CMHK and 21 Vianet (Milestone: Signing of Agreement between CMHK and 21 Vianet)



 


	2.	Application to OFCA to expand the scope of 21 Vianet’s
Unified Carrier Licence to provide public mobile radiocommunications services (Milestone: OFCA’s Acceptance of the Licence Application)



 


	3.	Application to OFCA to include base station sites by CMHK
in the Schedule 3 of 21 Vianet’s Unified Carrier Licence (OFCA Approval of Schedule 3 Application)



 


Part 2 – Term and Fees


 


	1.	Term:	From date of this Agreement to 31 March 2027 (both days inclusive) unless terminated early pursuant to the terms and conditions of this Agreement.
	 	 	 
	2.	Fees:	
    GEL shall pay the service fees in phases as set out in the table
below. 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.



 


	Service

 Item	 	
    Service Milestones
	 	
    Service Fee (HK$)

	1	 	
    Signing of Agreement between CMHK and 21 Vianet

     
	 	HK$1,000,000.00
	2	 	
    OFCA’s Acceptance of the Licence Application

     
	 	HK$1,000,000.00
	3	 	OFCA Approval of Schedule 3 Application	 	
    1. @HK$10,000 for first 100 Schedule
    3 applications

     

    2. @HK$8,000 for Schedule 3 applications
    beyond first 100



 


 


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