EXHIBIT 10.3 

PATENT LICENSE AGREEMENT

(HONEY STRAW SEALING MACHINE)

THIS AGREEMENT, effective this 25^th day, of May (Month), 2020 (year), is entered into by Superbee Network Singapore Pte Ltd (hereinafter “LICENSOR”) and Jaison Phytochem, Inc. (hereinafter “LICENSEE”).

BACKGROUND

WHEREAS, LICENSOR has designed and developed a Honey Straw Sealing Machine (hereinafter “INVENTION”).

WHEREAS, LICENSOR is the owner of all right, title and interest in a Singapore Letter of Patent filed 17^th March 2020 and is under application process as Singapore Patent Number 10202002434U.

WHEREAS, LICENSOR desires to transfer to LICENSEE and LICENSEE desires to acquire from LICENSOR an exclusive license to manufacture and market the INVENTION covered by the patent rights in all other countries, territories and jurisdictions on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, parties agree as follow:

SECTION 1. DEFINITIONS

Applications

SECTION 2. GRANT OF INVENTION AND PATENT RIGHTS

In consideration for the up-front monies and royalty to be paid under Sections 3 and 4, LICENSOR grants to LICENSEE:

SECTION 3. UP-FRONT MONIES

LICENSEE shall pay to LICENSOR on the date of Closing $25,000,000 in United States dollars. The up-front monies are not to be considered part of the royalties due under Section 4 of this Agreement.

SECTION 4. ROYALTY

Upon Closing, LICENSEE shall pay LICENSOR a royalty payment based upon the Gross Sales of the LICENSEE. Said royalty payment shall be calculated based upon 25% of the Gross Sales of the LICENSEE with regard to the Invention exceeding $2,500,000 per annum in United States dollars.

SECTION 5. TIMING OF ROYALTY PAYMENTS AND MINIMUM ROYALTY

5.1. YEARLY PAYMENTS. LICENSEE shall pay LICENSOR a royalty for each year during which this Agreement is in effect. LICENSEE shall pay LICENSOR per year, on or before the 30^th day after January 1 of each year during which this Agreement is in effect.

5.2. MINIMUM PAYMENT. No minimum royalty payment shall be paid if the Gross Sales of the LICENSEE falls below $2,500,000 at the end of each year.

SECTION 6. REPORTS AND RECORDS

6.1. FINANCIAL STATEMENT. LICENSEE shall provide a annual financial statement to LICENSOR showing the number of units manufactured during each year when each yearly royalty payment is made. 

6.2. RECORDS. LICENSEE shall keep records of the Gross Sales and number of units manufactured and sold pursuant to this Agreement in sufficient detail to enable the royalty payment to LICENSOR to be determined. 

6.3. ANNUAL INSPECTION. LICENSEE shall allow LICENSOR’s representative, one annual inspection, during regular business hours or at such other times as may be mutually agreeable, to inspect LICENSEE’s books and records to the extent reasonably necessary to determine LICENSEE’s compliance with the terms of this Agreement.

6.4. PENALTY. If the LICENSOR determines through an annual inspection that the LICENSOR was undercompensated as required by this Agreement, then the LICENSEE shall pay to the LICENSOR a Penalty Fee. The Penalty Fee shall comprise three times the difference between the actual compensation and the required compensation. The LICENSEE shall still be obligated to pay full compensation as required under the Agreement.

SECTION 7. OBLIGATIONS OF LICENSOR

The LICENSOR agrees with the LICENSEE to execute such documents and give such assistance as the LICENSEE may reasonably require:

SECTION 8. REPRESENTATIONS AND WARRANTIES OF LICENSOR

8.1. LICENSOR represents and warrants to LICENSEE as follows:

SECTION 9. LICENSEE’S OBLIGATIONS

SECTION 10. CONDITIONS TO CLOSING

LICENSEE’s obligation to pay the up-front monies and the royalty shall be subject to the satisfaction on or before the Closing of the following conditions, any one or more which may be waived by LICENSEE:

SECTION 11. MARKING OF INVENTION

LICENSEE agrees to affix patent pending and patent notices to all INVENTIONs prior to their sale. Each device shall have either the words “PATENT PENDING” or “Patent No.” followed by the patent number conspicuously marked on each of the goods sold under the Patent Rights subject to the reasonable approval of the LICENSOR.

SECTION 12. DURATION AND TERMINATION

SECTION 13. MAINTENANCE FEES AND INFRINGEMENT COSTS

SECTION 14. BINDING ARBITRATION

Any controversy or claim arising out of or relating to this contract, or the breach thereof, between the LICENSOR and the LICENSEE shall be settled by the competent jurisdiction of Singapore or United States of America. The judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

SECTION 15. GOVERNING LAW

This Agreement shall be governed in accordance with the substantive laws of the Singapore or United States of America.

SECTION 16. SEVERABILITY

SECTION 17. NOTICES UNDER THE AGREEMENT

For the purposes of all written communications and notices between the parties, their addresses shall be:

SECTION 18. NONASSIGNABILITY

The parties agree this Agreement imposes personal obligations on LICENSEE. LICENSEE shall not assign any rights under this Agreement without the written consent of LICENSOR. LICENSOR may assign all rights hereunder.

SECTION 19. ENTIRE AGREEMENT

This Agreement sets forth all of the covenants, promises, agreements, conditions and understandings between the parties and there are no covenants, promises, agreements or conditions, either oral or written, between them other than herein set forth. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon either party unless reduced in writing and signed by them.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers on the respective dates hereinafter set forth.

For and on behalf of LICENSOR:

Industrial Design License Agreement

Prepared for:

Jacksaa Jayson Tan

Jaison Phytochem, Inc.

Created by:

Alicia Ling Hui Eng

Superbee Network Singapore Pte Ltd

License Agreement

For use of Packaging for Honey in Straw Shape.

This License Agreement (this “Agreement” of this “License Agreement”) is made and effective as of 3^rd January 2020 (the “Commencement Date”) by and between Superbee Network Singapore Pte Ltd, a company organized and existing in Singapore, with a registered address at 1 kaki Bukit Ave 3, #09-11, KB-1, Singapore 416087 (“Licensor”) and Jaison Phytochem, Inc, a company organized and existing in USA, with a registered address at 30N Gould St STE R, Sheridan, WY 82801 (“Licensee”).

WHEREAS:

NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises and undertakings contained herein, and other good and valuable consideration, the parties agree as follows:

1. Definitions

1.1 “Agreement” means this License Agreement including the attached Exhibit and Schedule.

1.2 “Confidential Information” means information that:

a. is by its nature confidential;

b. is designated in writing by Licensor as confidential;

c. the Licensee knows or reasonably ought to know is confidential;

d. Information comprised in or relating to any Intellectual Property Rights of Licensor.

1.3 “Asset” means the Asset provided by Licensor as specified in Item 6 of the Schedule in the form as stated in Item 7 of the Schedule.

1.4 “Intellectual Property Rights” means all rights in and to any copyright, trademark, trading name, design, patent, know how (trade secrets) and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in clause 5.

1.5 “Party” means a person or business entity who has executed this Agreement; details of the Parties are specified in Item 2 of the Schedule.

1.6 “Term” means the term of this Agreement commencing on the Commencement Date as specified in Item 4 of the Schedule and expiring on the Expiry Date specified in Item 5 of the Schedule.

1.7 CLOSING. “Closing” shall occur when both LICENSOR and LICENSEE have applied their respective signatures to this Agreement.

2. License Grant

2.1 Licensor grants to the Licensee an exclusive, non-transferable License for the Term to use the Asset for the specific purpose specified in this Agreement, subject to the terms and conditions set out in this Agreement.

3. Charges

3.1 In consideration of the Licensor providing the License under clause 2 of this License Agreement, the Licensee agrees to pay Licensor the amount of the License Charge as specified in Item 9 of the Schedule

4. Licensee’s Obligations

4.1 The Licensee cannot use the Asset, for purposes other than as specified in this Agreement and in Item 8 of the Schedule.

4.2 The Licensee may permit its employees to use the Asset for the purposes described in Item 8, provided that the Licensee takes all necessary steps and imposes the necessary conditions to ensure that all employees using the Asset do not commercialise or disclose the contents of it to any third person, or use it other than in accordance with the terms of this Agreement.

4.3 The Licensee will not distribute, sell, License or sub-License, let, trade or expose for sale the Asset to a third party.

4.4 No copies of the Asset are to be made other than as expressly approved by Licensor.

4.5 No changes to the Asset or its content may be made by Licensee.

4.6 The Licensee will provide technological and security measures to ensure that the Asset which the Licensee is responsible for is physically and electronically secure from unauthorised use or access.

4.7 Licensee shall ensure that the Asset retains all Licensor copyright notices and other proprietary legends and all trademarks or service marks of Licensor.

5. Intellectual Property Rights

5.1 All Intellectual Property Rights over and in respect of the Asset are owned by Licensor. The Licensee does not acquire any rights of ownership in the Asset.

6. Limitation of Liability

6.1 The Licensee acknowledges and agrees that neither Licensor nor its board members, officers, employees or agents, will be liable for any loss or damage arising out of or resulting from Licensor’s provision of the Asset under this Agreement, or any use of the Asset by the Licensee or its employees; and Licensee hereby releases Licensor to the fullest extent from any such liability, loss, damage or claim.

7. Confidentiality

7.1 Neither Party may use, disclose or make available to any third party the other Party’s Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement.

7.2 Each Party must hold the other Party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information:

a. is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or

b. was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorisation.

7.3 This clause 7 will survive termination of this Agreement.

8. Disclaimers & Release

8.1 To the extent permitted by law, Licensor will in no way be liable to the Licensee or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Asset.

8.2 The Asset is provided by Licensor on an “as is” basis.

8.3 Licensor will not be held liable by the Licensee in any way, for any loss, damage or injury suffered by the Licensee or by any other person related to any use of the Asset or any part thereof.

8.4 Notwithstanding anything contained in this Agreement, in no event shall Licensor be liable for any claims, damages or loss which may arise from the modification, combination, operation or use of the Asset with Licensee computer programs.

8.5 Licensor does not warrant that the Asset will function in any environment.

8.6 The Licensee acknowledges that: a. The Asset has not been prepared to meet any specific requirements of any party, including any requirements of Licensee; and b. it is therefore the responsibility of the Licensee to ensure that the Asset meets its own individual requirements.

8.7 To the extent permitted by law, no express or implied warranty, term, condition or undertaking is given or assumed by Licensor, including any implied warranty of merchantability or fitness for a particular purpose.

9. Indemnification

9.1 The Licensee must indemnify, defend and hold harmless Licensor, its board members, officers, employees and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way from:

a. Licensee’s and Licensee’s employee’s use or reliance on the Asset,

b. any breach of the terms of this License Agreement by the Licensee or any Licensee employee, and

c. any other act of Licensee.

9.2 This clause 9 will survive termination of this Agreement.

10. Waiver

10.1 Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this License Agreement shall not operate or be construed as a waiver thereof.

11. Governing Law

11.1 This Agreement will be construed by and governed in accordance with the laws of Singapore. The Parties submit to exclusive jurisdiction of the courts of Singapore.

12. Termination

12.1 This Agreement and the License granted herein commences upon the Commencement Date and is granted for the Term, unless otherwise terminated by Licensor in the event of any of the following:

a. if the Licensee is in breach of any term of this License Agreement and has not corrected such breach to Licensor’s reasonable satisfaction within 7 days of Licensor’s notice of the same;

b. if the Licensee becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, or makes an assignment for the benefit of creditors; or

c. the Licensee is in breach of clause 5 or 7 of this Agreement.

12.2 Termination under this clause shall not affect any other rights or remedies Licensor may have.

13. License Fee

13.1 In consideration for the License grant described in this License Agreement, Licensee shall pay the yearly License fee as stated in Item 9 of the Schedule immediately upon execution of this Agreement and upon each anniversary date of this Agreement.

13.2 The License fee and any other amounts payable by the Licensee to the Licensor, under this Agreement, are exclusive of any and all foreign and domestic taxes, which if found to be applicable, will be invoiced to Licensee and paid by Licensee within 30 days of such invoice.

14. Assignment

14.1 Licensee shall not assign any rights of this License Agreement, without the prior written consent of Licensor.

15. Notices

15.1 All notices required under this Agreement shall be in writing and shall be deemed given (i) when delivered personally; (ii) five (5) days after mailing, when sent certified mail, return receipt requested and postage prepaid; or (iii) one (1) business day after dispatch, when sent via a commercial overnight carrier, fees prepaid. All notices given by either Party must be sent to the address of the other as first written above (unless otherwise changed by written notice).

16. Counterparts

16.1 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

17. Severability

17.1 The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

18. Entire Agreement

18.1 This Agreement contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written. Further, this Agreement may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.

IN WITNESS WHEREOF, this Agreement, including the attached Schedule, was signed by the Parties under the hands of their duly authorized representatives and made effective as of the 3^rd January 2020.

For and on Behalf of Superbee Network Singapore Pte Ltd

Alicia Ling Hui Eng

03/01/2020

For and on Behalf of Jaison Phytochem, Inc.

Jacksaa Jayson Tan

03/01/2020

Exhibit A

Exhibit B

Exhibit C

Schedule

Item 1 – License Agreement

THE LICENSE AGREEMENT OF WHICH THIS SCHEDULE FORMS A PART IS DATED AS OF 3^RD JANUARY 2020 AND IS BY AND BETWEEN THE PARTIES REFERENCED IN ITEM 2 BELOW.

Item 2 – Name and Address of Licensor and Licensee

Licensor: Superbee Network Singapore Pte Ltd, a company organized and existing in Singapore, with a registered address at 1 Kaki Bukit Ave 3, #09-11, KB-1, Singapore 416087.

Licensee: Jaison Phytochem, Inc., a company organized and existing in USA with a registered address at 30N Gould St STE R, Sheridan, Wyoming WY82801.

Item 3 – Other License Terms

As delineated

Item 4 – Commencement Date

Strictly on the 3^rd day of January in the Year 2020

Item 5 – Expiry Date

- Industrial Design – EU by 2033

- Industrial Design – HK by 2032

- Industrial Design – MY by 2021

Item 6 – Description of Asset

Industrial Design for the Packaging of Honey in Straw Shape. The novelty of the design resides in the features of the shape and configuration in the articles of representation in the format in item 7.

Item 7 – Format of Asset

European Union (EU)

Hong Kong (HK)

Malaysia (MY)

Item 8 – Approved Purpose

The Licensor does not accept any responsibility or liability for the success or otherwise of the Approved Purpose and is not liable for any losses which may be suffered by the Licensee in undertaking the Approved Purpose.

Item 9 – License Fee

LICENSEE shall pay to LICENSOR up-front monies on the date of Closing in United States dollars as follows:-

- Industrial Design EU = $500,000

- Industrial Design HK = $500,000

- Industrial Design MY = $80,000

The up-front monies are not to be considered as part of the royalties.

Upon Closing, LICENSEE shall pay LICENSOR a royalty payment based upon the Gross Sales of the LICENSEE. Said royalty payment shall be calculated based upon 20% of the Gross Sales of the LICENSEE with regard to the Industrial Design exceeding $6,000,000 per annum in United States dollars.