1
EXHIBIT 10.13
CONSULTATION SERVICE AGREEMENT
This Agreement (this "Agreement") was entered into on the 26 March 1999
between
PARTIES:
XXXXXX XXX of Apt IC Park Villa, 37 Island Road, Deep Water Bay, Hong Kong
(the "Consultant"); and
SUPPLY CHAIN SERVICES LIMITED, a company incorporated in Hong Kong, the SAR
and having its offices at 8/F Guangdong Textile Center, 00 Xxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxx, Xxxx Xxxx SAR (the "Company").
WHEREAS the Company wishes to engage the Consultant in relation to the
strategical planning and business consultation services.
NOW IT IS HEREBY AGREED as follows-
1. TERMS
The Company hereby appoints the Consultant in accordance with the terms and
conditions hereinafter stated in this Agreement. Such consultation shall
commence on 1 April 1999 upon agreement between the Company and the Executive
(the "Commencement Date") and shall continue for a period of two (2) years from
the Commencement Date, unless earlier terminated in accordance with Clause 5
hereof.
2. SCOPE OF SERVICES
2.1 For the duration of this Agreement the Consultant shall:
(i) In his capacity, assist in provision of consultation services to
the Company and its subsidiaries on strategic directions and
business developments of its businesses, including but not
limited to the businesses related to supply chain services and
the business-to- Supply Chain Software programs (the "Supply
Chain Software") and perform other related activities as
determined by the Company;
3. REMUNERATION
The Company shall pay to the Consultant during the continuance of this
Agreement a monthly service fee of HK$ 10,000. In addition, the Company shall
pay or reimburse the Consultant for any reasonable expenses incurred by the
Consultant for the business of the Company, on the basis consistent with
policies and guidelines approved by the Company and in effect from time to time.
4. CONFIDENTIALITY
4.1 The Consultant agrees that during the term of this Agreement with the
Company and for the period of -6 months following the termination of
the Agreement with the Company to hold in the strictest confidence,
and not to use or disclose to any person, firm or corporation, any
Confidential Information of the Company (the "Confidential
Information'), pertaining to any technical data, source codes,
software programs, trade secrets, know-how and other information of a
similar nature (whether or not originated by the Consultant and
whether or not reduced to writing or designated as confidential),
which is used in the Company's business and:
2
(i) is proprietary to, about or created by the Company;
(ii) gives the Company some competitive business advantage or the
opportunity of obtaining such advantage or disclosure of which
could be detrimental to the interests of the Company;
(iii) is designated as Confidential Information by the Company, or
from all the relevant circumstances should reasonably be assumed
to be confidential and proprietary to the Company; or
(iv) is not generally known by non-personnel.
This obligation shall extend to all Confidential Information
known to the Consultant, whether it was disclosed to the
Consultant either directly or indirectly in writing, orally or
by illustration or observations.
4.2 All notes, records and writings, electronic files etc. made by the
Consultant or in his possession relating to the business of the
Company shall be and remain the property of the Company and shall be
handed over by her to the Company from time on demand by the Company,
and in any event, upon the termination of this Agreement.
5. TERMINATION
5.1 The Company or the Consultant, at its own discretion, may terminate
this Agreement by giving a 2 months notice in writing.
5.2 This Agreement may be terminated forthwith by the Company without
prior notice:
(i) Upon the following events:-
(a) Negligence - the Consultant to be habitually neglectful in
his services;
(b) Material Breach - the Consultant to commit any irredeemable
or serious or persistent material breach of any of the
provisions herein contained;
(c) Commitment of Criminal Offence - the Consultant to be
convicted of any criminal offence (other than minor offence
which is in reasonable opinion of the Company does not
affect his ability or the perception of his ability to
perform his duties;
(d) Disability - the Consultant to become permanently
incapacitated by accident or ill-health from performing her
duties under this Agreement and for the purpose of this
subclause incapacity for six (6) consecutive months or for
an aggregate period of time in any period of twelve (12)
months shall be deemed to be permanent incapacity; or
(e) Death - Consultant's death.
5.3 On the termination of this Agreement, the Consultant shall deliver to
the Company all books, documents, papers, materials and any other
property relating to the business of the Company which may then be in
his possession.
3
6. INTERPRETATIONS
6.1 The headings to the Clauses are solely for the purpose of convenience
and have no legal effect.
6.2 Unless the context otherwise requires, words herein importing the
masculine, feminine or neuter gender shall include the others of them
and words herein importing the singular shall include the plural and
vice versa.
7. NOTICES
7.1 Any notice given under or in connection with this Agreement must be in
writing and shall be delivered personally or sent by registered post.
The address for service of either party shall be his or its address as
stated in this Agreement or if any other address for service has
previously been notified in writing to the server, the address so
notified.
7.2 Any such notice shall be deemed to have been served:-
(i) if personally delivered, at the time of delivery; or
(ii) if posted, at the expiry of two business days after it was
posted.
8. JURISDICTION AND GOVERNING LAW
8.1 This Agreement shall be governed by and construed in accordance with
the laws of the Hong Kong SAR and the parties hereto submit to the
exclusive jurisdiction of the Courts of the Hong Kong SAR in the
determination of any dispute arising hereafter.
9. MODIFICATIONS AND WARRANTIES
9.1 No term or provision of this Agreement shall be varied or modified
except by written instrument signed by both parties hereto.
9.2 This Agreement sets Out full and entire agreement between the parties
hereto and supercedes any previous agreements, warranties, commitments
or understandings, written or verbal between two parties.
9.3 If at any time any term or provision in this Agreement shall be held
to be illegal, invalid or unenforceable, in whole or in part, under
any rule of law or enactment, such term or provision or part thereof
shall to that extent be deemed not to form Part of this Agreement, but
the enforceability of the remainder of this Agreement shall not be
affected.
9.4 Neither party to this Agreement shall assign, encumber or dispose of
any of its or her rights and/or obligations under or in connection
with this Agreement without prior written consent of the other party.
4
IN WITNESS whereof the parties hereto have set their respective hands the
day and year first above written.
SIGNED )
XXXXXX XXX )
"CONSULTANT" )
In presence of:- ) /s/ Xxxxxx Xxx
--------------
SIGNED )
For and on Behalf of )
SUPPLY CHAIN SERVICES LIMITED )
"COMPANY" )
In presence of:- ) /s/ Xxxxxxx Xxx
---------------
/s/ Xxxxx Xxx Ping
------------------
