Exhibit 10.8


 


CONSULTANCY SUPPORT SERVICE AGREEMENT dated
2 January 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


 


NEXSEN LIMITED, a limited liability company
incorporated in Hong Kong whose registered office is at Flat 1005, 10/F, Technology Plaza, 651 King’s Road, North Point, Hong Kong
(“NEX”).


 


  WHEREAS:




 


GEL is currently providing strategic planning,
business development, network planning and regulatory advisory services to the Internet Data Centre business of DIYIXIAN.COM LIMITED (“DYXNET”)


 


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



 


		2.2	GEL and NEX 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 NEX to fulfil its obligations hereunder.



 


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



 


		2.4	NEX 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 reasonably short period of time as requested by NEX for NEX to fulfil its obligations under
this Agreement.



 


		3.	PAYMENT



 


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



 


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



 


		3.3	Any delay in payment shall entitle NEX 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 NEX.



 


		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 fulfillment
of its obligations in terms of this Agreement.



 


		5.2	NEX 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 NEX 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	)	 	 
	NEXSEN LIMITED	)	 	 
	in the presence of:-	)	 	 
	 	)	 	 
	 	)	 	 
	 	)	 	 



 






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SCHEDULE 1


 


Part 1 - The Services


 


NEX shall provide the following services to GEL
with respect to DYXNET’s Internet Data Centre business:


 


1. Strategic Planning


2. Business Development


3. Network Planning


 


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 the monthly fees as set out
in the table below. For the avoidance of doubt, any services performed by NEX 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 NEX. 



 


	Item
	 	 	Service
	 	Amount (HK$)
	Phase 1	 	 	Strategic Planning	 	HK$160,000 per month
	Phase 2	 	 	Business Development	 	HK$160,000 per month
	Phase 3	 	 	Network Planning	 	HK$230,000 per month
	Total	 	 	 	 	HK$550,000 per month



 


 


 


Sch 1-1