SERVICE CONTRACT FOR DAIRY PRODUCTS ( Ref. MPFI-ROKA/03-2015/01 )
Exhibit 10.5
SERVICE CONTRACT
FOR DAIRY PRODUCTS
( Ref. MPFI-ROKA/03-2015/01 )
| 1. | Parties |
This Contract is made this 25th day of March 2015 between:
M-Power Food Industries Pte Ltd a company having its principal place of business at ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the "Service Provider")
Service Provider's bank:
Oversea-Chinese Banking Corporation Limited
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Swift:
Account number (SGD):
And
Roka Group Holdings Limited a company having its principal place of business at 898 Qian Hebei Road, Qianshan, Xiangzhou District, Zhuhai City, Guangdong Province, China (the "Client").
| 2. | Background |
WHEREAS, Service Provider has expertise in the production of formulated dairy products and is willing to provide technical support services and transfer of know-how to Client concerning the development of its own production of such dairy products.
WHEREAS, Client desires to obtain technical information, support and know-how from the Service Provider in order to develop production of the Dairy Products.
NOW THEREFORE, the parties, in consideration of the mutual covenants and agreements to be performed as set forth in this contract, the receipt and sufficiency of which consideration are hereby acknowledged, hereby agree as follows.
| 3. | Scope of Supply of Services: |
Transfer of know how producing formulated powdered milk, inclusive of products testing, production training in Singapore and technical maintenance.
| 4. | Assignment Prohibited |
Client's technical information and know-how obtained from Service Provider under this Contract shall not be assigned, passed or sold to any third party by the Client without the prior written approval of the Service Provider, and an attempted assignment by the Client may, at the sole discretion of the Service Provider, be sufficient cause for termination of this Contract. In addition, Service Provider may at its sole discretion terminate this Contract upon a corporate merger or other consolidation by the Client.
| 5. | Technical Information, Know-how |
(a) Client hereby acknowledges that the technical information and know-how provided by the Service Provider are the property of the Service Provider. Client hereby agrees to treat such technical information and know-how as confidential.
(b) Client shall during the term of this Contract and after termination thereof, execute such documents as Service Provider may request from time to time to ensure that all technical information, know-how, right, title and interest in reside with Service Provider.
(g) The terms and conditions of this clause 5 shall survive any termination of this Contract.
| 6. | Contract Value and Payment Terms |
In consideration of all the services and rights supplied to Client hereunder as more fully specified in Item 3 Scope of Supply of Services above, Client shall pay to Service Provider a total amount of US$3,750,000.00 as per the following schedule:
| - | 1st payment Jul 15 10% |
| - | 2nd - Aug 15 10% |
| - | 3rd - Sep 15 20% |
| - | 4th - Oct 15 20% |
| - | 5th - Nov 15 20% |
| - | 6th - Dec 1520% |
| 7. | Implementation Period |
This Contract shall be iinpleMented within a period of 3 months from January to March 2015. It may be extended upon agreement between the Service Provider and the Client.
| 8. | Relationship of the Parties |
The relationship of the Client to Service Provider is that of independent contractors, and neither Buyer nor its employees or agents are employees of the Service Provider. This Contract does not constitute a joint venture or grant of a franchise between Service Provider and Client.
| 9. | Merger |
This Contract constitutes the entire understanding of the parties, all prior understandings having been merged herein. This Contract may only be amended only by a writing signed by both parties to this Contract.
| 10. | Notices |
All notices regarding this Contract shall be in writing and shall be deemed delivered on the earlier date: (1) if sent by e-mail, delivery or mail when actually received and acknowledged; or (2) 5 days after mailing by certified or registered mail, return receipt requested.
| 11. | Choice of Law |
This Contract shall be governed by British law. Furthermore, the parties hereby agree that any action or proceeding arising out of or relating to this Contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce.
| 12. | Indemnification of the Seller |
Client shall defend and indemnify the Service Provider and hold the Service ProVider harmless from any and all claims, damages, and reasonable attorney's fees and related expenses arising from the use of Service Provider's Technical Information and Know-How. The provisions of this clause shall survive the termination of this Contract for a period of two (2) years.
| 13. | Execution |
Each party has read this Contract in its entirety and understands its terms and consequences. Each of the undersigned hereby represents that he or she has the authority to enter into this Contract.
IN WITNESS WHEREOF the Service Provider and Client have executed this Contract as of the date first written above.
| Service Provider: | M-POWER FOOD INDUSTRIES PTE. LTD. | ||
| Authorized Signatory: | |||
| Client: | ROKA GROUP HOLDINGS LTD | ||
| Authorized Signatory: | |||
| Date: |