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DATED 2019

PIEXGO LIMITED

AND

[insert name]

SERVICE AGREEMENT
SERVICE AGREEMENT

This Service Agreement is entered and executed into this _____ day of
__________________, 2019 by and between:

PIEXGO LIMITED, a company limited by shares, organized and existing under the
laws of British Virgin Islands, with its head office located at Unit 8, 3/F, Qwomar
Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin
Islands, VG1110, (hereinafter referred to as the "COMPANY")

-and-

[insert name] [address & residence]

C:\Users\lleong\Desktop\Service Level Agreement.docx


CONTENTS

1 DEFINITIONS AND INTERPRETATION.....................................................................2

2 PROVISION OF SERVICES.......................................................................................3

3 SERVICE FEES..........................................................................................................3

4 SERVICE PROVIDER’S OBLIGATIONS....................................................................6

5 PIEXGO’S OBLIGATIONS..........................................................................................7

6 GENERAL OBLIGATIONS..........................................................................................8

7 INTELLECTUAL PROPERTY.....................................................................................8

8 DURATION AND TERMINATION................................................................................8

9 ASSIGNMENT AND SUB-CONTRACTING................................................................9

10 RELATIONSHIP OF THE PARTIES............................................................................9

11 CONFIDENTIALITY..................................................................................................10

12 PERSONAL DATA.....................................................................................................11

13 GOVERNING LAW...................................................................................................11

14 SEVERABILITY........................................................................................................ 11

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15 AMENDMENTS........................................................................................................ 11

16 WAIVER.................................................................................................................... 11

17 COUNTERPARTS.....................................................................................................11

18 ENTIRE AGREEMENT.............................................................................................11

SCHEDULE 1 - SERVICES..................................................................................................13

DETAILS

Date

Parties

(A) Name PIEXGO Limited (incorporated in the British Virgin Islands)


Registration number 2000683
Short form name PIEXGO
Notice details [insert address]
Email: [insert]
Attention: Director

(B) Name x
Registration number [insert]
Short form name Service Provider
Notice details [insert address]
Email: [insert]

RECITALS

A Service provider has agreed to provide the Services to PIEXGO upon the terms and
conditions set out in this Agreement.

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THE PARTIES AGREE AS FOLLOWS:

1 DEFINITIONS AND INTERPRETATION

1.1 In this Agreement:

“Agreement” means this agreement including its recitals and schedules;

“Applicable Laws” means as the context requires, all laws, statutes, subsidiary
legislation, rules, codes, guidelines, regulations, orders, treaties or directives having
force of law in any jurisdiction in which Service Provider or PIEXGO (whether on its
own account or as agent) carry on business or to which Service Provider or PIEXGO
(whether on its own account or as agent) may be subject, and which are or may
become applicable to this Agreement, the performance of parties' obligations under
this Agreement or the Services;

“Confidential Information” means:

(a) the terms of this Agreement;

(b) all information relating to a party's business, employees, customers or


financial or other affairs that is of a confidential nature and which is not in the
public domain; and

(c) all other information and documents which have been provided by a party to
the other party for the purposes of performing the Services under this
Agreement that are of a confidential nature and not in the public domain;

“Government Agency” means any government or any governmental,


semi-governmental, administrative, fiscal or judicial body, department, commission,
authority, tribunal, government minister, agency or entity;

“Intellectual Property” means all intellectual property rights existing worldwide


including any patent, design (whether registered or not), copyright, trademark,
protected circuit layout (or similar right), trade secret, confidential information or other
right (including licences) whether existing under statute, at common law or in equity;

“RMB” or “¥” means the lawful currency of the People’s Republic of China;

“Services” means all of the services described in Schedule 1;

“Service Fees” is defined in clause 3.1; and

“USD” or “US$” means the lawful currency of the United States of America.

1.2 In this Agreement unless otherwise specified, reference to:

(a) a “person” includes any individual, company, partnership, joint venture,


association, corporation or other body corporate and any Government
Agency;

(b) a “party” means any party to this Agreement;

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(c) a reference to a statute, regulation, proclamation, ordinance or by-law
includes all statutes, regulations, proclamations, ordinances or by-laws
amending, consolidating or replacing it, whether passed by the same or
another Government Agency with legal power to do so, and a reference to a
statute includes all regulations, proclamations, ordinances and by-laws issued
under that statute;

(d) “recitals”, “clauses”, “paragraphs” or “schedules” are to recitals, clauses


and paragraphs of and schedules to this Agreement;

(e) words denoting the singular shall include the plural and vice versa and words
denoting any gender shall include all genders; and

(f) the use of the words “includes” or “including” when introducing an item or
list of items does not limit the meaning of the words which follow to that item
or those items or to items of a similar kind.

NOW IN CONSIDERATION OF THE PREMISES HEREINAFTER CONTAINED, IT IS


HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:

2 PROVISION OF SERVICESSCOPE OF SERVICE

2.1 The Service Provider shall provide the Services to PIEXGO throughout the term of
this Agreement upon the terms and conditions set out in this Agreement and in
accordance with all other requirements, procedures and guidelines agreed by the
parties from time to time.

2.2 Any of the Services may be amended, supplemented or withdrawn by agreement in


writing between the parties.

3 SERVICE FEES

3.1 PIEXGO agrees to pay to the Service Provider a fee for the provision of the Services
in the amount set out in Schedule 1 or as otherwise mutually agreed by the parties
(the “Service Fees”).

3.2 With respect to the Services as set out in Schedule 1, PIEXGO shall pay a monthly
retainer fee of the Services described to the satisfaction of PIEXGO. Upon PIEXGO
notifying to the Service Provider that it is satisfied with the delivery of the service, the
Service Provider shall render an invoice to PIEXGO for the Service Fees (as set out
in Schedule 1), and such invoice shall be due and payable by PIEXGO within 30
days of the date of receipt of that invoice.

4 SERVICE PROVIDER’S OBLIGATIONS

4.1 Service Provider will maintain during the term of this Agreement sufficient numbers of
employees and other necessary resources to perform the Services. In addition, the
Service Provider shall ensure that all employees responsible for the provision of the
Services to PIEXGO are competent, aware of the relevant legal and regulatory
requirements and have the requisite skills, knowledge and experience to perform the
Services.

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4.2 The Service Provider is aware of and understands fully PIEXGO’s obligations under
the Applicable Laws. The Service Provider shall at all times observe and perform its
own obligations and assist PIEXGO in complying with the relevant regulatory
requirements concerning the functions that it provides as service provider; and, in
performing such functions and services, refrain from doing any act or thing or permit
any act or thing to be done so as to render PIEXGO unable to perform or effectively
perform its part of the obligations under any Applicable Laws.

4.3 Service Provider shall perform the Services:

(a) in accordance with the Applicable Laws;

(b) in accordance with the requirements of PIEXGO as set out in this Agreement
and such other reasonable instructions and procedures of PIEXGO notified to
Service Provider from time to time; and

(c) to a standard consistent with good current industry practice, and in


accordance with standards of diligence, care, skill, quality and integrity to be
reasonably expected of a provider of services which are the same as or
similar to the Services.

4.4 Service Provider shall notify PIEXGO as soon as practicable of any developments
which may have a material adverse impact on Service Provider's ability to meet its
material obligations under this Agreement.

4.5 Service Provider shall ensure that it has a business continuity plan in relation to the
Services in place at all times during the term of this Agreement in order to minimise
disruption to PIEXGO’s businesses due to unforeseen events which prevent the
proper performance by Service Provider of its obligations under this Agreement.

4.6 The Service Provider shall ensure that:

(a) appropriate and adequate systems and controls are in place to identify,
assess, monitor and manage risks to its operations;

(b) appropriate and adequate emergency procedures, and business continuity


plans are in place;

(c) there is periodic testing or review of its systems and controls, including its
business continuity plans;

(d) it takes all reasonable measures to maintain the integrity and security of the
transmission and storage of its information concerning the Services rendered
to PIEXGO;

(e) it renders all forms of assistance as shall be desirable or necessary and use
its best endeavours to enable PIEXGO to respond satisfactory to any query
by or request from any Government Agency for information concerning the
Services rendered to PIEXGO; and

(f) it retains all records relating to the Services rendered to PIEXGO for a period
of not less than 5 years from the effective date of termination of this
Agreement or such longer period as required by any Applicable Laws.

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5 PIEXGO’S OBLIGATIONS

PIEXGO shall in a timely manner:

(a) provide to Service Provider all support, information, policies, instructions and
access to PIEXGO’s personnel necessary to enable Service Provider to
perform the Services under this Agreement; and

(b) inform Service Provider of any subsequent changes to any information or


instructions given to Service Provider in connection with the Services.

6 GENERAL OBLIGATIONS

6.1 The Service Provider shall provide to PIEXGO (promptly after being asked for it and
where permissible in light of legal privilege and any legal restrictions, including
confidentiality obligations) all information requested by (i) any Government Agency;
or (ii) any internal or external auditors of PIEXGO, to the extent that such information
relates to any of the Services the subject of this Agreement.

6.2 In addition to PIEXGO’ rights under clause 6.1, Service Provider shall, upon the
reasonable request of PIEXGO, allow PIEXGO and its auditors to have access to any
records kept by Service Provider in respect of the provision of Services under this
Agreement subject to legal privilege and any legal restrictions including confidentiality
obligations.

6.3 PIEXGO may monitor and review the Service Provider’s performance of the Services
and its compliance with the terms of this Agreement. The Service Provider must
permit PIEXGO to conduct such monitoring and review upon reasonable notice to the
Service Provider, and provide to PIEXGO such assistance and information as required
by PIEXGO to conduct such monitoring and review. PIEXGO is entitled to conduct this
monitoring and review at least twice each year and at such additional times as the
Service Provider may approve upon the request of PIEXGO, which approval is not to
be unreasonably withheld or delayed.

7 INTELLECTUAL PROPERTY

7.1 Service Provider grants to PIEXGO a non-exclusive licence and right on a royalty-
free and perpetual basis, to use such Intellectual Property owned by, or licensed to,
the Service Provider that are required for PIEXGO to receive and/or enjoy the benefit
of the Services.

7.2 INTELLECTUAL PROPERTY OWNERSHIP. Any Intellectual Property developed by


the Service Provider in the course of performing its obligations under this Agreement
shall be owned solely and exclusively by PIEXGO.

The Employee hereby assigns to the Company all rights, including without limitation,
copyrights, patents, trade secret rights, and other intellectual property rights
associated with any ideas, concepts, techniques, inventions, processes, work of
authorship, Confidential Information or trade secrets:

(i) Developed or Created by the Employee, solely or jointly with others,


during the course of performing work for or on behalf of the Company

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or any affiliate of the Company, or the predecessors of any such
entities, whether as an employee or independent contractor;

(ii) That the Employee conceives, develops, discovers, or make in part


during the Employees employment by the Company that relate to the
business of the Company or any affiliate of the Company or the actual
or demonstrably anticipated research or development of the Company
or any affiliate of the Company;

(iii) That the Employee conceives, develops, discovers, or makes in whole


or in part during or after the Employee’s Employment by the Company
that are made through the use of any of the equipment, facilities,
supplies, trade secrets, or time of the Company, or any affiliate of the
Company, or that the result from any work the Employee performs for
the Company, or affiliate of the Company;

(iv) Or any other which are developed or created by the Employee, solely
or jointly or result from any work the Employee performs for the
company;

8 DURATION AND TERMINATION

8.1 This Agreement shall take effect from [10th May 2019], and continue until terminated
by either party giving to the other not less than three months' prior written notice or is
otherwise terminated in accordance with the provisions of this Agreement.

8.2 In addition to such express rights of termination as may be provided for elsewhere in
this Agreement, either party may terminate this Agreement immediately on notice to
the other party if:

(a) the other party is in material breach of any term of this Agreement and such
breach is incapable of remedy or, if capable of remedy, fails to remedy that
breach within 30 days’ notice from the terminating party requiring remedy; or

(b) the other party ceases to carry on its business or has a liquidator, receiver or
administrative receiver appointed to it or over any part of its undertaking or
assets or passes a resolution for its winding up (otherwise than for the
purpose of a bona fide scheme of solvent amalgamation or reconstruction
where the resulting entity will assume all of the liabilities of it) or a court of
competent jurisdiction makes an administration order or liquidation order or
similar order over the other, or the other party enters into any voluntary
arrangement with its creditors, or is unable to pay its debts as they fall due.

8.3 Upon termination of this Agreement for whatever cause:

(a) if requested by the other party, each party shall return to the other party all
reports, paper, materials and other information that was provided to such
party for the purposes of performing its obligations under this Agreement
(provided that such party is not required by any law to retain such
information);

(b) Service Provider shall co-operate with, and assist, PIEXGO in ensuring a
smooth migration of the Services to an alternative service provider; and

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(c) each party shall assist the other party in the orderly termination of this
Agreement and any of the Services provided under this Agreement.

8.4 Upon termination, the parties are released from their obligations under this
Agreement and neither party shall be under any obligation to the other party except:

(a) any obligation in respect of a breach committed before termination; and

(b) under clauses 4.6(f), 6.1, 7, 8.3, 11, 12, and 13, all of which continues to
survive after termination.

9 ASSIGNMENT AND SUB-CONTRACTING

9.1 This Agreement shall not be assigned or transferred by the Service Provider unless
with the prior written consent of PIEXGO. PIEXGO may assign or novate any or all of
its rights and obligations under this Agreement without the consent of any other party.

9.2 The Service Provider may not delegate or sub-contract the provision of all or any part
of the Services to any person without the prior written consent of PIEXGO.

10 RELATIONSHIP OF THE PARTIES

10.1 Nothing in this Agreement shall be deemed to constitute a partnership, joint venture
between the parties nor constitute any party as the agent of any other party for any
purpose.

10.2 This Agreement must not be construed and the performance of the Services must not
be regarded as authorising the Service Provider to act on PIEXGO’s behalf for any
purpose whatsoever.

10.3 All employees hired or retained by the Service Provider to perform the Services shall
not be deemed to be personnel of PIEXGO, and all salaries and compensation
payable to them shall not be the responsibility of PIEXGO.

10.4 The Service Provider shall not be entitled, nor shall it purport or attempt in any
manner to: (i) incur any indebtedness in the name or for and on behalf of PIEXGO;
(ii) agree to execute any contract or agreement or arrangement in the name of or for
and on behalf of PIEXGO; or (iii) otherwise bind (whether legally or otherwise)
PIEXGO in any manner whatsoever, in each case, without the prior written consent
or direction of PIEXGO.

10.5 The Service Provider is liable for and indemnifies PIEXGO against any claim,
damages, expenses, costs, liability or loss arising out of or in connection with a
breach by the Service Provider of this clause 10.

11 CONFIDENTIALITY

11.1 Subject to clauses 11.1 and 11.2, each party undertakes during the term of this
Agreement and at any time thereafter that it:

(a) shall not use any Confidential Information for any purpose other than the
performance of its respective obligations under this Agreement;

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(b) shall not disclose any Confidential Information to any person except with the
prior written consent of the other party; and

(c) shall make every effort to prevent the unauthorised use or disclosure of the
Confidential Information.

11.2 Each party may disclose any Confidential Information to its directors, officers,
employee’s sub-contractors, professional advisers and its affiliates to the extent that
such disclosure is necessary for the purposes of this Agreement. Before disclosure
by a party of any Confidential Information to such a recipient, that party shall ensure
that such recipient is made aware of and complies with its obligations of
confidentiality under this Agreement as if such recipient was a party to this
Agreement.

11.3 The obligation of confidentiality contained in clause 11.1 shall not apply to
Confidential Information which:

(a) at the time of its disclosure by a party is already in the public domain or which
subsequently enters the public domain otherwise than by breach of the terms
of this Agreement; and

(b) is required to be disclosed by Applicable Law, by any order of a court of


competent jurisdiction, or by any Government Agency, provided that prior to
such disclosure the relevant party shall advise the other, where permitted by
law, of the proposed form of the disclosure.

11.4 Each party shall, subject to any applicable intellectual property rights, forthwith upon
termination of this Agreement for any reason or upon the receipt by it of a written
request from the other, return all written Confidential Information provided to it and
shall either return or destroy to the extent possible all notes, memoranda and other
stored information (including information stored in any computer system or other
device capable of containing information whether in readable form or otherwise)
prepared by it which relate to any Confidential Information, whether or not any of the
same are then in its possession and it will, upon receipt of a written request from the
other party, confirm in writing that all Confidential Information has been returned or
destroyed. Where required to retain Confidential Information or other stored
information by Applicable Law or for fiscal, tax, legal or regulatory reasons, each
party shall retain such documents as required, and provide a copy to the other party
of all documents retained. The obligation of confidentiality contained in clause 11.1
shall continue to apply after termination of this Agreement, except under the
conditions stated in clause 11.3.

12. FORCE MAJEURE

If performance of this Agreement or any obligation under this Agreement is


prevented, restricted, or interfered with by causes beyond either party's reasonable
control ("Force Majeure"), and if the party unable to carry out its obligations gives the
other party prompt written notice of such event, then the obligations of the party
invoking this provision shall be suspended to the extent necessary by such event.
The term Force Majeure shall include, without limitation, acts of God, fire explosion,
vandalism, storm or other similar occurrence, orders or acts of military or civil
authority, or by national emergencies, insurrections, riots or wars, or strikes, lock-
outs, work stoppages or other labor disputes, or supplier failures. The excused party

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shall use reasonable efforts under the circumstances to avoid or remove such
causes of non-performance and shall proceed to perform with reasonable dispatch
whenever such causes are removed or ceased. An act or omission shall be deemed
within the reasonable control of a party if committed, omitted or caused by such
party, or its employees, officers, agents or affiliates.

13. NON-COMPETE CLAUSE

Upon agreeing on this Service Agreement, you are voluntarily agreeing that no time
during the term of this agreement with the company will you engage in any business
activity which is competitive with the PIEXGO LIMITED nor work for any company
which competes with PIEXGO LIMITED.

For a period of one (1) year following the termination of this Service Agreement, you
are hereby prevented to be engaged in any business activity which competes with
the PIEXGO LIMITED.

14 PERSONAL DATA

Each party undertakes to comply with all Applicable Laws regarding the protection
and usage of personal data in connection with its performance of this Agreement.

15. BREACH OF CONTRACT

Any violation of any provision hereof, any incomplete or mistaken performance of any
obligation provided hereunder, any misrepresentation made hereunder, any material
nondisclosure or omission of any material fact, or any failure to perform any
covenants provided hereunder by any Party shall constitute breach of this
Agreement. The Breaching Party shall be liable for any such breach pursuant to the
applicable laws of British Virgin Islands.

16 GOVERNING LAW

11.5 This Agreement shall be governed by and construed in accordance with the laws of
the British Virgin Islands.

12 SEVERABILITY

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13 AMENDMENTS

This Agreement may only be amended by written agreement of both parties.

14 WAIVER

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15 COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which is an


original and all of which together constitute the same agreement.

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16 ENTIRE AGREEMENT

This Agreement supersedes all previous agreements in respect of its subject matter
and embodies the entire agreement between the parties in respect of its subject
matter.

IN WITNESS whereof the parties have duly executed this Agreement on the day and year
first above written.

Signed by Signed by

for and on behalf of for and on behalf of


PIEXGO Limited [x]

11
SCHEDULE 1- SERVICES

Services Fees

[insert amount]

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