General Management & Business Development Agreement
THIS AGREEMENT is made and entered into as of the 21 day in the month of July,
in the year 2004
BETWEEN : -
(A). GLOBAL ONE ENTERPRISES LIMITED, a public, limited liability company,
incorporated under the Laws of Hong Kong (hereinafter referred to as
"Global One" or the "Company") having its registered office at Xxxxx 0000,
Xxxxxxx Xxxxx, 00, Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx; AND
(B). TECHNOSHIP LIMITED, a company incorporated in and existing under the Laws
of Hong Kong and having its registered and management offices at 000,
Xxxxxxxxxx Xxxxx, 00, Xxxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx ("Technoship").
WHEREAS : -
(1). Technoship is primarily in the business of providing computer software and
hardware maintenance and repair services, to businesses and households in
Hong Kong and is desirous of expanding its business, markets, products and
services base with a view to increasing its turnover, sales and profits.
(2). Global One is primarily in the business of providing General Management
and Business and Product Development Services, both to companies whose
equity it partly or wholly owns and to companies whose capital that it has
no equity interests in.
(3). Technoship is desirous of engaging Global One to assist it in enhancing
certain aspects of Technoship's general management and to assist
Technoship in developing its business for its current and new products and
services.
NOW THEREFORE, for good and valuable consideration received and to be received,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
covenant and agree as follows : -
1. ENGAGEMENT : Technoship hereby engages and appoints Global One to provide
General Management and Business Development Services to it directly or
through any of Global One's subsidiary or associate companies on the terms
and conditions herein set forth.
2. GENERAL MANAGEMENT SERVICES : Pursuant to this engagement, Global One
shall, in consultation with Technoship, provide to it or any of its
subsidiaries or associates either directly or through any of its own
subsidiary or associate companies all or any of the following range of
General Management Services viz. Strategic Management Consulting;
Marketing & Sales Management; Human Resource Planning; Market & Customer
Research; Product & Process Research and Development; Financial Planning &
Control; Product & Package Design; Inventory Management; Purchasing
Management; Information Technology Management; Media Research;
Advertisement Campaign Planning; Strategic Public & Government Relations.
3. BUSINESS DEVELOPMENT SERVICES : Pursuant to this engagement, Global One
shall, in consultation with Technoship, provide to it or any of its
subsidiaries or associates either directly or through its own subsidiary
or associate companies or through special purpose joint venture
subsidiaries, to be established, a range of Business Development Services
with a view to expanding or developing new markets and sources of revenue
for Technoship's business.
Page 1 of 6
General Management & Business Development Agreement
Such Business Development services shall include the recruitment and
training of additional sales and technical personnel for the provision of
on and offsite computer software and hardware maintenance and repair
services, onsite hardware and software upgrades, set up and provision of
broadband internet access, small business website development and hosting,
computer network configuration, small business IT application solutions,
installation of firewalls and virus protection systems and software, small
business e-commerce solutions etc. to a much larger number of individuals
and business computer users in Hong Kong and China.
4. TERM OF AGREEMENT : This Agreement shall in the first instance be for a
term of five (5) years from the date hereof unless terminated earlier.
5. TERMINATION OF AGREEMENT : Either party may terminate this Agreement by
giving to the other two full calendar months written notice of such
termination. Notwithstanding any such termination however, Global One
shall, for a term of two years from the effective date of any such
termination, be entitled to any fees or income it may be entitled to
receive in respect of Business Development Services it has performed and
the fees or income for which service was linked to the procurement by it
of sales or other measurable performance criteria.
6. CONSIDERATION IN RESPECT OF GENERAL MANAGEMENT SERVICES : Consideration
for the General Management services to be provided shall consist of
designated fees to be determined at 20% of the amounts payable pursuant to
Clause 7 hereof.
7. CONSIDERATION IN RESPECT OF BUSINESS DEVELOPMENT SERVICES : Consideration
for the Business Development Services to be provided shall consist of fees
to be determined at 60% of gross profits, which for the purposes of this
Agreement shall be defined as the difference between the Invoice Value
less Technoship's value added cost.
For the avoidance of any doubt, in determining the gross profit in respect
of any particular product or service referred to in Clause 3 hereof, all
product or service development and order procuring investments shall be
provided by Global One or its designated subsidiary or associate.
8. RELIANCE UPON INFORMATION : The parties hereby agree that they shall be
entitled to only rely upon written information duly signed by an
authorized person or persons of one party and provided to the other from
time to time.
9. NON DISCLOSURE : The parties acknowledges that the information contained
in this Agreement is confidential and in addition that the parties may
from time to time be privy to confidential information concerning both
Global One and Technoship and hereby agree and undertake not to disclose
such information to anyone not directly involved or employed by the
parties without the express written permission of the other.
Page 2 of 6
General Management & Business Development Agreement
10. WARRANTIES : The parties warrant that as at the date of this Agreement : -
(a) They have the power to enter into, exercise their rights and perform and
comply with their respective obligations under, this Agreement;
(b) Their entry into, exercise of their rights and/or performance of or
compliance with their respective obligations under this Agreement does not
and will not violate any law or rule to which they are subject;
(c) Their respective obligations under this Agreement are valid, binding and
enforceable in accordance with their terms;
(d) Neither they nor any of their assets are entitled to immunity from suit,
execution, attachment or other legal process and their entry into this
Agreement constitutes, and the exercise of their rights and performance of
and compliance with their obligations under this Agreement will
constitute, private and commercial acts done and performed for private and
commercial purposes;
(e) Their entry into this Agreement, the exercise of their rights and/or
performance of or compliance with their respective obligations under this
Agreement does not and will not (i) violate any agreement to which they
are a party or which is binding on them or their assets or (ii) result in
the existence of, or oblige them to create, any security over such assets;
and
(f) Each of the above warranties are correct and accurate and complied with in
all respects so long as either party continues to have any obligation
under this Agreement as if it were repeated by reference to the existing
circumstances.
11. ASSIGNMENT : This Agreement shall benefit and be binding on the parties
hereto, their respective successors and any permitted assignee or
transferee of some or all of a party's rights or obligations under this
Agreement. Neither Global One nor TECHNOSHIP shall be entitled to assign
all or any part of its rights or obligations under this Agreement unless
agreed to by the parties in writing.
12. GENERAL : (a) Clause headings are inserted for convenience only and shall
be ignored in construing this Agreement.
(b) References to clauses are to a clause of this Agreement and references to
sub-clauses are to a sub-clause of the clause in which the reference
appears.
(c) Time shall be of the essence of this Agreement but no failure by either
party to exercise, and no delay on their part in exercising, any right or
remedy under this Agreement will operate as a waiver thereof, nor will any
single or partial exercise of any right or remedy preclude any other
further exercise thereof or the exercise of any other right or remedy. The
rights and remedies provided in this Agreement are cumulative and not
exclusive of any rights or remedies provided by law.
(d) Any provision of this Agreement may be amended only if Global One and
TECHNOSHIP so agree in writing.
Page 3 of 6
General Management & Business Development Agreement
(e) Both TECHNOSHIP and Global One undertake to do all such acts and things as
may be necessary in connection with the implementation of this Agreement
including, without limitation, the signing, executing or delivery to the
parties all such instruments, forms and other documents as may be
necessary or desirable or registering or filing any document (including
this Agreement) with any Governmental or other authority.
(f) The illegality, invalidity or unenforceability of any provision of this
Agreement under the laws of any jurisdiction shall not affect its
legality, validity or enforceability under the laws of any other
jurisdiction nor the legality, validity or enforceability of any other
provisions.
(g) This Agreement contains the entire respective rights and obligations of
TECHNOSHIP and Global One and supersedes any previous expressions of
intent or understanding, written or oral, in respect of the transaction(s)
contemplated in this Agreement.
(h) The parties confirm that they have read, fully understood and taken
appropriate legal and other professional advice and have not been induced
to enter into this Agreement in reliance upon any warranty,
representation, term, condition or any other statement (written or
verbal), made or given by TECHNOSHIP or Global One or any of their agents,
save as contained in this Agreement.
(i) All costs and expenses towards the preparation of this Agreement shall be
borne solely by Global One.
(j) All applicable warranties, representations, undertakings and other
provisions of this Agreement will not merge or terminate upon the payment
of any sum by the parties, but shall remain in full force and effect at
all times thereafter.
(k) Warranties and undertakings made by the parties pursuant to this Agreement
will not terminate upon any concession, temporary or permanent, granted by
one of the parties to the other but shall remain in full force and effect
at all times thereafter.
13. NOTICES : (a) Any notice required or permitted to be given under this
Agreement or in connection with the matters contemplated hereunder, shall
be in writing in the English language. Any such notice shall be addressed
as provided and it may be : -
(i) if delivered by courier and receipt duly acknowledged, in which case
it will be deemed to have been given upon delivery at the relevant
address;
(ii) if within Hong Kong, sent by pre-paid registered post in which case
it shall be deemed to have been given three (3) Business days after
the date of posting;
(iii) if from any place outside Hong Kong, sent by pre-paid registered
airmail, in which case it shall be deemed to have been given ten
(10) Business Days after the date of posting;
Page 4 of 6
General Management & Business Development Agreement
(b) The addresses and other details of the parties referred to in this
sub-clause (b) are, subject to sub-clause (c) : -
NAME : GLOBAL ONE ENTERPRISES LIMITED
ATTENTION: The Company Secretary
ADDRESS : Xxxxx 0000, Xxxxxxx Xxxxx, 00, Xxxxxxx Xxxx
Xxxx Xxxx
NAME: TECHNOSHIP LIMITED
ATTENTION: Xxxxxxx Xxxx
ADDRESS: 000, Xxxxxxxxxx Xxxxx, 00, Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxx Kong.
(c) Either party to this Agreement may notify the other of any change to the
address and other details specified in sub-clause (b), provided that such
notification shall only be effective on the date specified in such notice
or five (5) Business Days after the notice is deemed to have been given,
whichever is later.
14. GOVERNING LAW : This Agreement shall be governed by, and construed in all
respects in accordance with the Laws of Hong Kong, S A R. Global One and
Technoship hereby irrevocably submit to the non exclusive jurisdiction of
the Laws of Hong Kong.
15. DISPUTE RESOLUTION : (a) Any dispute arising out of this Agreement,
including any question regarding its existence, scope, validity or
termination or of this clause, shall be referred to and finally resolved
by Arbitration in Hong Kong in accordance with the Domestic Arbitration
Rules of the Hong Kong International Arbitration Centre ("HKIAC").
(b) A sole Arbitrator shall hear any such dispute. He or she shall be
appointed by the parties jointly. Failing agreement as to his or her
identity within fourteen (14) days after the relevant dispute has arisen,
The claimant in the Arbitration shall be entitled to instruct the
Secretary General of the HKIAC to determine his or her identity. The
parties hereby agree to be bound by such determination and subsequent
appointment.
(c) The place of such arbitration shall be in Hong Kong and the proceedings
shall be conducted and any award given in English.
[SIGNATURE PAGE FOLLOWS]
Page 5 of 6
IN WITNESS whereof this Agreement has been Signed by the duly authorized
representatives of the parties hereto on the day and year first above written.
SIGNED by the duly Authorized Representative(s)
of TECHNOSHIP LIMITED
in the presence of : - /s/ Xxxx Xxx Xxxx
--------------------------
Name of witness : Xx Xxxx Xxx Xxxx Xxx Xxxx
Xxxxxxx of Witness : 00 Xxxxxxx Xxxxxx, Xxxx 000
Abdoollaly House, Central, H.K. /s/ Xxxxxx Xxxx Xxxxx Xxxx
--------------------------
Xxxxxx Xxxx Xxxxx Xxxx
Signature of witness : /s/ Au Chun Sai
------------------------
SIGNED by the duly Authorized Representative(s)
of GLOBAL ONE ENTERPRISES LIMITED
in the presence of : - /s/ [Illegible]
--------------------------
Name of witness : Xxxx Kong
Address of Witness : x/x 0000 Xxxxxxx Xxxxx, 00 /s/ [Illegible]
Harbour Road, Wanchai, Hong Kong --------------------------
Signature : /s/ Xxxx Kong
---------------------------------
Page 6 of 6
