Exclusive License Agreement for Literary Works △CONFIDENTIAL

EXCLUSIVE LICENSE AGREEMENT

FOR LITERARY WORKS

This Exclusive License Agreement for Literary Works (this “Agreement”), is made and
entered into as of the 9th day of March, 2020 (the “Effective Date”) by and between:
(1) Noizz Technology Pte. Ltd., a company incorporated in the Republic of Singapore
under registration number (UEN) 201818960H and with its registered office at 60
Paya Lebar Road, #08-43, Paya Lebar Square, Singapore (the “Licensee”); and
(2) Joseph Elizabeth Yewande, a citizen of Nigeria with ID / passport number
095100(Certificate of Birth) and residing at D18, Housing Estate, Post Service, Ojo,
Lagos, Nigeria (the “Licensor”).
(each a “Party” to this Agreement, and collectively referred to as the “Parties”).

WHEREAS:
A. The Licensee is the owner/co-owner and/or operator/co-operator of one or several
online literary platforms which distribute literary works over the Internet, who intend
to obtain a license from the Licensor for distributing and selling the Work (as defined
below) to the users of aforesaid platforms around the world;
B. The Licensor is the sole creator (author) of the Work, and the sole owner of the
copyright and other Intellectual Property Rights in the Work, who is willing to grant
a license to .

NOW THEREFORE, in consideration of the foregoing and the mutual representations,

warranties, covenants and agreements contained herein, the Parties agree as follows:

1. Core Licensing Terms

1.1. Title of the Work: Dangerous Love
1.2. Licensed Languages: All languages (Delivered by the Licensor in English)
1.3. Term of License: Ten (10) years
1.4. Licensed Territory: All territories (worldwide)
Copy, reproduce, index, store, publish, sell,
1.5. Licensed Exploitations: distribute, transmit, display, market, promote the
Work over the Internet or other digital networks
Exclusive. The Licensor shall not by himself or
1.6. Exclusivity: authorize any third party to exercise the rights
granted to the Licensee under this Agreement.
1.7. Sublicensing: Allowed, to any third parties
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1.8. Royalty Fifty percent (50%) of Net Revenue

All terms in the above table are subject to other provisions of this Agreement.

2. Definitions and Interpretation

2.1. Definitions
The following words and expressions used in this Agreement shall, to the extent not
inconsistent with the context thereof, have the following meanings:
2.1.1. “Confidential Information” shall have the meaning ascribed to such term in
Clause 7.1 of this Agreement.
2.1.2. “Deliver” and “Delivery” shall mean the act by the Licensor of uploading the
Work on to the Platform, or otherwise transmitting the Work to the Licensee
as the Licensee instructs.
2.1.3. “Derivative Work” shall have the meaning ascribed to such term in Clause
4.4 of this Agreement.
2.1.4. “Force Majeure Event” shall have the meaning ascribed to such term in
Clause 8.5 of this Agreement.
2.1.5. “Intellectual Property Rights” means, whether present or future: (i)
inventions, whether or not patentable, reduced to practice or made the subject
of one or more pending patent applications, (ii) national and multinational
statutory invention registrations, patents and patent applications (including all
reissues, divisions, continuations, continuations-in-part, extensions and
re-examinations thereof), (iii) trademarks, trade names, service marks, other
marks, trade designation, trade dress and all goodwill associated therewith;
(iv) works of authorship, copyrights (whether or not registered) and
registrations and applications for registration thereof in all nations throughout
the world, including all related moral rights, (v) trade secrets and, whether or
not confidential, business information (including pricing and cost information,
business and marketing plans, processes and techniques and research and
development information), (vi) industrial designs, master plans (whether or
not registered), (vii) databases and data collections, (viii) copies and tangible
embodiments of any of the foregoing, in whatever form or medium, (ix) all
rights in all of the foregoing provided by treaties, conventions and common
law and (x) all rights to sue or recover and retain damages and costs and
attorneysʹ fees for past, present and future infringement or misappropriation
of any of the foregoing.
2.1.6. “Licensed Languages” shall mean the languages set forth in Clause 1.2 of
this Agreement.
2.1.7. “Licensed Territory” shall mean the territories set forth in Clause 1.4 of this
Agreement.

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2.1.8. “Licensee Affiliate” shall mean any entity that directly or indirectly controls,
is controlled by, or is under common control with the Licensee. As of the
Effective Date, Licensee Affiliates include but not limited to: YY Inc., Vlight
Technology Pte. Ltd., Hago Singapore Pte. Ltd., Gokoo Technology Pte. Ltd.,
Justmae Technology Pte. Ltd., Guangzhou Huaduo Network Technology Co.,
Ltd. and Guangzhou Ruyi Information Technology Co., Ltd. For the
purpose of this Clause, “control” shall mean the direct or indirect ownership
of 50% or more of the capital stock or other ownership interest of any entity
or the possession, directly or indirectly, of the power to direct the
management and policies of such entity by ownership of voting securities, by
contract, or otherwise.
2.1.9. “Net Revenue” shall have the meaning ascribed to such term in Clause 5.3 of
this Agreement.
2.1.10. “Payment Threshold” shall have the meaning ascribed to such term in
Clause 5.5.2 of this Agreement.
2.1.11. “Platform” shall have the meaning ascribed to such term in Clause 3.9 of this
Agreement.
2.1.12. “Platform Rules and Notices” shall mean the term of use, terms of services,
user agreement, rules, policies, instructions, notices, notifications, community
guidelines, code of conduct and other terms and conditions applicable to the
users (whether or not registered) of the Platform and regulating the use of the
Platform, which are promulgated and updated by the operator of the Platform
in its sole discretion from time to time, applicable to platform users, whether
being readers or authors or other roles.
2.1.13. “Royalty” shall have the meaning ascribed to such term in Clause 5.2 of this
Agreement.
2.1.14. “Term” shall have the meaning ascribed to such term in Clause 9.1 of this
Agreement.
2.1.15. “Work” shall have the meaning ascribed to such term in Clause 3.1 of this
Agreement.
2.2. Interpretation
In this Agreement, unless the context otherwise requires:
(a) references to the masculine, the feminine or neuter gender shall include each
of the other genders;
(b) any reference to the singular shall include the plural and vice-versa;
(c) headings, sub-headings and bold typeface are only for convenience and shall
be ignored for the purposes of interpretation;

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(d) The Schedules form part of this Agreement and shall have effect as if set out
in full in the body of this Agreement. Any reference to this Agreement
includes the Schedules. References to Clauses and Schedules are to the
clauses and Schedules of this Agreement.
(e) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar
words refer to this entire Agreement or specified Clauses and Schedules, as
the case may be;
(f) references to a “person” shall be construed so as to include any individual,
firm, company, government, state or agency of a state, local or municipal
authority or government body or any joint venture, association or partnership
(whether or not having separate legal personality);
(g) references to any legislation or law or to any provision thereof shall include
references to any such law or provisions as it may, after the execution date of
this Agreement, be amended, supplemented or re-enacted, and any reference
to a statutory provision shall include any subordinate legislation, policies,
guidelines, orders or other instruments issued from time to time thereunder;
(h) any words following the terms “including”, “include”, “in particular”, “for
example” or any similar expression shall be construed as illustrative and shall
not limit the sense of the words, description, definition, phrase or term
preceding those terms;
(i) any reference in this Agreement, to consent or approval or similar connotation,
unless expressly stated otherwise, shall be in writing (which also includes
facsimile, scanned signed copies delivered in email communications), or
through online operations on the Platform (if applicable);
(j) no provision of this Agreement shall be interpreted in favour of or against any
Party by reason of the extent to which such Party or its counsel participated in
the drafting hereof;
(k) any word count or similar statistics for text works shall be made using the
“Word Count” function provided in the Microsoft Word software in its latest
formally released version for personal computers; and
(l) any reference to books, records, statistics or other information means books,
records, statistics or other information in any form including, without
limitation, paper, film, electronically stored data, magnetic and optical media.

3. The Work and the License

3.1. The Work
Under this Agreement, the Work shall mean the literary work in its entirety under the
title set forth in Clause 1.1 of this Agreement and in all Licensed Languages (the
“Work”).
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3.2. Originality of the Work

The Licensor is solely responsible for the originality of the Work. The Licensor
represents and guarantees that the Work is originally created by the Licensor without
plagiarizing any works of any third party, and the Licensor did not plagiarize,
illegally copy or otherwise infringe the Intellectual Property Rights of any third party
in the creation of the Work.
3.3. Delivery of the Work
The Licensor shall Deliver to the Licensee the typescript of the entire Work
(especially not being less than the versions the Licensor licensed to any other
licensees) within five (5) days of the Effective Date. The typescript Delivered under
this Agreement by the Licensor shall be clearly typed and legible, and stored in an
editable digital file format that is acceptable to the Licensee. Any attachments (e.g.
illustrations, musical works accompanied with the Work, if any) to the typescript
shall be Delivered with the typescript simultaneously, and shall be stored in a digital
file format that is acceptable to the Licensee as well. If the Work has not been
completed as on the Effective Date, the Licensor shall ensure that the Delivery of
each update to the Work shall be spontaneous with, or at least within twenty-four (24)
hours of, the first publish of such update through any Internet literary platforms or
other digital networks channels that are not owned or operated by the Licensee, if so
permitted by the Licensee in writing.
3.4. Grant of the License
Without prejudice to any other provisions of this Agreement, the Licensor hereby
grants the Licensee an irrevocable license to, directly or through third parties at the
discretion of the Licensee, use and exploit the Work in the ways described in Clause
1.5 and to exercise all other Intellectual Property Rights in the Work for such purpose,
within the term commencing from the Effective Date and lasting for a period as
specified in Clause 1.3, in the Licensed Territory, and with the exclusivity and scope
of sublicensing set forth in Clause 1.6 and 1.7 respectively.
3.5. Certificate of License
The Licensor agrees to sign a Certificate of License for the Work in the form set forth
in the Schedule 1 of this Agreement and deliver the original or a scan copy of such
certificate to the Licensee to the latter’s satisfactory on the Delivery of the Work.
3.6. Right to Modify and Partially Use
Notwithstanding and in addition to other provisions of this Agreement, the Licensor
agrees that the Licensee may, for the purposes of formatting, indexing or preview,
and to the extent of not changing the plot and core expression of the Work, edit, clip,
extract, reformat, convert, encode the Work before any use or exploitation of the
Work. The Licensee may, as a marketing, soliciting and selling technique, provide or
sell the Work in multiple portions to its users or general public. Such partially use of
the Work shall not be deemed as a derogatory treatment against the Work.
3.7. Right to Translate
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Notwithstanding and in addition to other provisions of this Agreement, if the

Licensed Languages include one or more languages other than the languages in
which the Work is Delivered by the Licensor, the Licensee shall be entitled to, by
itself or through any third parties designated by the Licensee, translate the Work into
any Licensed Languages. The copyright of such translation shall vest in the Licensee
or such third parties, as the case may be, and the text, use and exploitation of such
translation shall not need further license or consent from the Licensor, provided that
Royalty shall still be accrued from the use of such translation in accordance with this
Agreement.
3.8. Right of Licensee’s Users
The Licensor acknowledges and agrees that, because of the nature of the business of
the Licensee, as a result of the use and exploitation of the Work, the Licensee shall be
further permitted to allow its users and prospective users to access, cache, download,
copy and paste, print, annotate and/or view online and offline, including on portable
devices, and choose to “store” or “mark” the Work that the users have purchased or
otherwise legally obtained from the Licensee during the Term and to access and
re-download the Work from time to time both during and after the Term. For such
purpose, the Licensee shall be permitted to retain and continue to provide the Work
to such users after the Term of this Agreement.
3.9. The Platform
To expedite the performance of this Agreement, the Licensee may, but is not obliged
to, set up or designate an Internet platform in the form of a website, a mobile
application and/or other forms of software or services for the Parties to perform
certain obligations hereunder (the “Platform”). The Licensor shall sign up as a
registered user on the Platform without delay, and comply with all Platform Rules
and Notices for the remaining period of the Term. The Licensor shall keep his user
account and password secure and shall not sell, lend, transfer such account to any
other person, or allow any other person to control or use such account. Any acts or
omissions made under or through such account shall be deemed as the acts or
omissions of the Licensor.
3.10. Right to Bring Legal Actions
3.10.1. The Licensor hereby further grants the Licensee the exclusive right to
complain, claim, prosecute, bring other legal actions and proceedings of any
nature concerning the copyright and any other Intellectual Property Rights in
and to the Work throughout the world, or any infringement of the aforesaid
rights, and to collect any and all recoveries of damages, penalties, costs
and/or other compensations by reason of infringement of any such rights. For
the avoidance of doubt, the Licensor himself shall not exercise such rights
granted to the Licensee under this Clause 3.10.1 and shall not be entitled to
such recoveries of damages, penalties, costs and/or other compensations.
3.10.2. The Licensor undertakes to do any and all acts and execute any and all
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documents in such manner and at such locations as may be required by the

Licensee in its sole discretion in order to protect, perfect or enforce any of the
rights granted to the Licensee under this Agreement.

4. Further Cooperation
4.1. Publicizing and Promotion of the Work
The Licensee agrees to, subject to the Licensor’s fulfillment of all obligations under
this Agreement and the availability of relevant resources, provide promotional
resources on the Platform and/or through other promotional channels to publicize and
promote the Work, in order to build up and increase the popularity and reputation of
the Work and the Licensor.
4.2. Collaboration by the Licensor
The Licensor undertakes to actively collaborate with the Licensee in all kinds of
promotional activities conducted throughout the Term, in particular the promotion
campaigns in connection with the publication (whether online or off-line) and sales
of the Work, if so reasonably requested by the Licensee.
4.3. Use of Name
The Licensee shall have the right to use the name (including a nom de plume, or pen
name), likeness and biography of the Licensor in advertising and publicity material
relating to the Work or the Platform.
4.4. Derivative Works
During the Term, if the Licensor create any derivative works (each a “Derivative
Work”) for the Work, including without limitation a sequel, prequel or side story
(whether anterior or subsequent to the Work in term of the chronological order of the
story), the Licensee shall automatically be granted a license to use and exploit such
Derivative Work under the same terms and conditions set forth in this Agreement.
The Parties shall as soon as practicable discuss and agree on the Royalty rate to be
applied on such Derivative Work and sign a written addendum or a separate license
agreement to record such Royalty rate arrangement. The Licensor shall be free to
license the Derivative Works to third parties, but shall give the Licensee prior written
notice and ensure that such licenses do not contain any term in conflict with the
provisions of this Agreement.

5. Price and Royalty

5.1. Pricing
The Licensor acknowledges and agrees that the right of pricing of the Work (or any
part thereof) shall be decided by the Licensee at its sole discretion.
5.2. Royalty
Subject to, and conditional upon, the full performance and observation by the
Licensor of all the undertakings and warranties on the part of the Licensor contained

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in this Agreement, the Licensee undertakes to pay to the Licensor a monthly royalty
(the “Royalty”) during the Term at the amount, rate or based on the formula set forth
in Clause 1.8 of this Agreement.
5.3. Calculation of Net Revenue
When the Royalty is calculated on the basis of Net Revenue, this Clause 5.3 shall
apply. With regard to the Work, the Net Revenue in a given period means all revenue
generated and actually received by the Licensee arising from the direct purchase and
subscription to the Work (or any part thereof) by the users of the Licensee in that
period, no matter such revenue is generated from the Platform or other digital
networks sales channels (the “Net Revenue”). Thus, for the avoidance of doubt, all
payment channel costs (e.g. revenue deducted by application markets such as Google
Play and Apple App Store), tax and commission fees levied and charged by third
parties, etc. before the revenue is actually received by the licensee shall be excluded
from Net Revenue; any account receivables that have not been received by the
Licensee shall not form a part of Net Revenue as well.
5.4. Bonus
As incentives, prizes, welfare or subsidies to the Licensor, the Licensee may, but is
not obliged to, from time to time grant bonuses to the Licensor, with or without
conditions, thresholds or limitations. Such amounts of bonuses may be contributed
by the Licensee, other users of the Platform (e.g. in the form of tips or virtual gifts)
or other sponsors. The rules about such bonuses may be set forth in the Platform
Rules and Notices promulgated by the Licensee, who has the right to start, stop or
suspend one or more such bonuses, and update such rules from time to time, at its
sole discretion without giving reasons.
5.5. Payment of Royalty and Bonus (if any)
5.5.1. The Royalty and bonus (if any) shall be calculated and checked by the end of
each calendar month.
5.5.2. In and only in the event that the amount of Royalty and bonus payable to the
Licensor for a calendar month reaches or exceeds Two Hundred United States
Dollars (USD 200, the “Payment Threshold”), the Licensee shall pay such
amount to the Licensor on or before the twentieth (20th) day of the subsequent
month. The Licensee has the right to, in its sole discretion, make such
payment to the Licensor through bank remittance, third-party payment
services e.g. Payoneer (which may require the Licensor to open an account
with such payment service providers) or in any other lawful ways. For the
avoidance of doubt, if the amount payable is below the Payment Threshold,
such amount shall be withheld and accumulated with the Royalty and bonus
(if any) generated in the subsequent months, until the accumulated amount
reaches or exceeds the Payment Threshold.
5.5.3. If the Licensor receives payments through bank remittance, the bank may

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charge a commission or processing fee which will be borne by the Licensee.

Bank account information of the Licensor is as follows (subject to change by
the Licensor through the Platform):
Bank: Access Bank
Beneficiary: Joseph Elizabeth Yewande
Account number: 073491525 (Swift Code:ABNGNGLA)
5.5.4. If the Licensor receives payments through third-party payment services, for
example Payoneer, the service provider may charge a commission or service
fee upon the withdrawal by the Licensor, which shall be solely borne by the
Licensor. Payment service account information of the Licensor is as follows
(subject to change by the Licensor through the Platform):
Payment service provider: ●
Beneficiary: ●
Account number/ID: ●
5.5.5. The payments may be delayed or mishandled due to reasons attributable to
abovementioned banks or other third-party service providers. In such case,
the Licensee shall not be considered as in breach of this Agreement and shall
not be liable to the Licensor, but the Licensee shall assist the Licensor in
liaising with such third parties to solve such payment problems.
5.6. Exhaustive Economic Gains
The Royalty and bonus (if any) provided in this Clause 5 is the entire and all
economic gains the Licensor is entitled to for the license granted and the entire
cooperation under this Agreement. The Licensor shall not be entitled to or claim for
against any person, any further fees, charges, royalties, costs, expenses or other sums
under this Agreement.
5.7. Set-off
The Licensee shall be entitled to deduct any and all amounts due and payable by the
Licensor to the Licensee (whether as liquidated damages, compensation for losses
and damages incurred by the Licensee, or any other payment) from, and/or set-off
against, the Licensor’s account balance on the Platform (if any), earnings or other
revenue under this Agreement, or any other amounts payable by the Licensee to the
Licensor, whether under this Agreement or not.
5.8. Tax
Unless otherwise provided to the contrary, all amounts in this Agreement are
inclusive of value-added tax, goods and services tax, sales tax and other taxes which
shall be borne by the Licensee as required by all applicable laws. The Licensee shall
have the right to deduct and retain from payments to the Licensor all sums required
to be deducted or retained by way of withholding or other taxes pursuant to the laws
of any nation. Without prejudice to the foregoing, the Licensor shall be solely
responsible for paying tax, surcharges and other levies (including but not limited to
personal/individual income tax) imposed on the Licensor and making tax
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declarations in any part of the world.

5.9. Foreign Exchange
In the event that any currency exchange shall occur, the exchange rate shall be
reasonably decided by the Licensee based on market prevailing rates released by
reputable financial institutions. If the remittance of any sums to the Licensor is
prohibited by reason of foreign exchange control or sanctions (except sanctions
against the Licensor, in which case the Licensee shall be exempted from the
obligation of paying such sums) in any part of the world, the Licensee may hold the
amount of such sums due to the Licensor, and the Licensor shall provide in writing
an account in the name of the Licensor situated in a nation where the Licensee is able
to make payments to.

6. Representations and Warranties

6.1. Each Party represents and warrants that:
(a) the Party is an entity duly incorporated and validly existing in good standing
and duly registered under the laws of its place of incorporation; or is an
individual who has attained the age of majority and has full capacity to enter
into contracts in the nation of his nationality or where he resides in (otherwise
his guardian has to sign on this Agreement as well, as the case may be; and
(b) It / he has full power and authority to enter into this Agreement and to fully
perform its obligations hereunder.
6.2. The Licensor represents and warrants that, as at the Effective Date and during the
entire Term, to the Licensee:
(a) the Work is his original work solely created by himself, and have not
plagiarized or illegally copied any other work of any third party, or infringe
any rights or interests of any third party;
(b) the Licensor is the sole author of the Work, which have not been created in
the course of employment, and no other person apart from the Licensor has
participated in the creation of the Work;
(c) the Licensor has not entered into any agreement or contractual arrangement
with any third party (e.g. an exclusive license agreement), or under any
mandatory legal requirement (e.g. an injunction) that limits his right of
granting licenses of the Work, and the Licensor’s entering into and
performance of this Agreement will not conflict with any of his contractual or
legal obligations;
(d) the Work is free from any security interest, option, mortgage, charge, lien or
other encumbrances, and free of any pending or threatened demand, claim,
action, litigation, arbitration or other disputes;

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(e) the Work contains nothing that violates applicable laws, Platform Rules and
Notices or public morality, or is defamatory or indecent; and
(f) the Licensor has obtained releases or permissions in a form satisfactory to the
Licensee signed by all relevant persons in relation to all quotations,
illustrations, photographs and other third party material used in the Work and
shall deliver original or certified copies to the Licensee when delivering the
corresponding part of the Work.

7. Confidentiality
7.1. Each Party shall keep (i) this Agreement, (ii) the cooperation contemplated hereunder
and (iii) all trade secrets and business information not known to the public (for
example the sample Outlines provided under Clause 3.2.3, and amount of Rewards
obtained under this Agreement) revealed by the other Party during the negotiation or
performance of this Agreement (collectively referred to as the “Confidential
Information”) confidential, including for the avoidance of doubt the existence of
this Agreement. None of the Parties shall issue any public release or public
announcement or otherwise make any disclosure concerning this Agreement without
the prior approval of the other Party. Nothing in this Clause 10 shall restrict the
Parties from disclosing Confidential Information for the following purposes:
(a) to the extent that such Confidential Information is in or enters the public
domain other than by breach of this Agreement;
(b) to the extent that such Confidential Information is required to be disclosed by
any applicable law or required to be disclosed to any governmental authority
to whose jurisdiction the Parties are subject, provided that such disclosure
shall be made after due consultation and discussion with the other Party
where possible;
(c) to the extent that the Licensee is at a position to disclose or display this
Agreement or its Schedules as an evidence of rights under this Agreement, or
such disclosure or display is necessary for the Licensee to exercise its rights
or enjoy its interests under this Agreement.
(d) in so far as it is disclosed to the employees, directors or professional advisers
of the Parties, including their affiliates, as the case may be, provided that each
Party shall ensure that such persons treat the Confidential Information as
confidential on the same terms as set out in this Clause 10;
(e) to the extent that any such Confidential Information is later acquired by any
Party from a source not obligated to any other Party or its affiliates to
maintain the confidentiality of such Confidential Information;
(f) to the extent that such Confidential Information was previously known or
already in the lawful possession of any Party prior to disclosure by the other

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Party;
(g) to the extent that any information materially similar to the Confidential
Information shall have been independently developed by any Party without
reference to any Confidential Information furnished by the other Party.

8. Liabilities and Remedies

8.1. Indemnification
The Licensor shall indemnify, defend and hold harmless the Licensee, its affiliates
and their respective directors, officers, employees, agents and representatives from
and against all actions, proceedings, claims, demands, costs (including legal fees),
awards or damages however arising, directly or indirectly, as a result of any breach
or non-performance by the Licensor of any of the Licensor’s undertakings,
warranties or obligations under this Agreement.
8.2. Liabilities on the Platform
In addition to the liabilities provided in other provisions of this Agreement, in the
event that the Licensor violates any provisions of this Agreement or the Platform
Rules and Notices, the Licensee shall be entitled to take any actions as provided in
such Platform Rules and Notices, including without limitation removal of content;
confiscation of virtual currency, virtual items and account balance with the Licensee;
suspension or termination of the user account of the Licensor and deny of services to
the Licensor. Such actions and liabilities provided under this Agreement are
cumulative.
8.3. Equitable Remedies
Without prejudice to any other rights or remedies that the Licensee may have, the
Licensor acknowledges and agrees that monetary damages alone would not be an
adequate remedy for any breach of the terms of this Agreement by the Licensor.
Accordingly, the Licensee shall be entitled to the remedies of injunction, specific
performance or other equitable relief for any threatened or actual breach of the terms
of this Agreement.
8.4. Limitation of Liabilities
To the extent permitted by law, except for either Party’s breach of Clause 7 and
Licensor’s indemnification obligation under Clause 8.1, neither Party shall be liable
to the other Party or any third party for any indirect, punitive, special, incidental,
consequential losses, injuries or damages. Except for a breach of Clause 7, in no
event shall the Licensee’s liability to the Licensor at any time exceed the amount of
the total amounts the Licensee paid to the Licensor during the twelve (12) months
period immediately preceding the liability event.
8.5. Force Majeure
Neither Party shall be liable to the other for failure or delay in the performance of
any of its obligations under this Agreement for the time and to the extent such failure

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or delay is caused by acts of God, earthquake, fire, flood, war, explosion,

breakdowns or labor disputes, embargoes or other import or export restrictions,
shortage of or ability to obtain energy, equipment, transportation or labour for
development and construction or good faith compliance with any regulation,
direction or request (whether valid or invalid) made by any governmental authority
or any other reason that is beyond the control of the respective Party (each a “Force
Majeure Event”). The Party affected by a Force Majeure Event shall provide the
other Party with full particulars thereof as soon as it becomes aware of such event
(including its best estimate of the likely extent and duration of the interference with
its activities) and shall use commercially reasonable efforts to overcome the
difficulties created thereby and to resume performance of its obligations as soon as
practicable.

9. Term and Termination

9.1. Term
The Term of this Agreement shall commence on the Effective Date and expires upon
the elapse of a period specified in Clause 1.3 (the “Term”).
9.2. Effect of Termination
Unless otherwise expressly provided to the contrary, the expiry or termination of this
Agreement does not affect a Party’s rights, obligations and liabilities accrued for the
period prior to such termination.
9.3. Survival of Provisions
The termination of this Agreement shall not affect the continued existence and
validity of the rights and obligations of the Parties under any provision which is
expressly or by implication intended to continue in force after termination (together
with those Clauses necessary for their interpretation) including Clauses 3.8, 7, 8, 10,
11 and 12, survive termination or expiration of this Agreement.

10. Notices
10.1. Ways of Communication
Each notice, demand or other communication given or made under this Agreement
shall be in writing and delivered or sent to the relevant Party at its address set forth at
the beginning of this Agreement, as a scanned signed copy at its electronic mail
address or at its fax number set out below (or such other address or fax number as the
addressee has specified in writing to the other Party).
10.2. International Delivery
Any notice, demand or other communication given or made by letter between nations
shall be delivered by hand delivery or personal messenger, facsimile or international
courier service.
10.3. Communication through the Platform

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Notwithstanding the above provisions, certain notices, demands or other

communication may be made through the built-in functions of the Platform as
expressly permitted by this Agreement or the Platform Rules and Notices.
10.4. Time of Delivery
Any notice, demand or other communication so addressed to the relevant Party shall
be deemed to have been delivered:
(a) if in person, by messenger or international courier service, at the actual
delivery as evidenced by proof of delivery;
(b) if sent by fax, upon dispatch and the receipt of a transmission report
confirming dispatch;
(c) if sent by email, upon such email successfully arrives the email server of the
addressee; and
(d) if sent using built-in functions of the Platform as permitted by this Agreement
or relevant Platform Rules and Notices, upon the action of making or
dispatching such communication.
10.5. The initial contact information for the Parties for the purposes of this Agreement are:
(a) in the case of the Licensee:
Email address: writers@vlight.sg
Facsimile: ●
(b) in the case of the Licensor:
Email address: josephyewande1@gmail.com
Facsimile: ●
User account number on the Platform: 3604734774
Instant messenger number: ● (Instant messenger software: ●)

11. Law and Jurisdiction

11.1. Governing Law
This Agreement and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the laws of Hong Kong Special
Administrative Region of China.
11.2. Dispute Resolution
Any dispute arising out of or related to this Agreement shall be amicably negotiated
and settled by both Parties. If no agreement is or can be reached then any Party may
submit the dispute to the Hong Kong International Arbitration Centre (“HKIAC”)
and settle in accordance with the arbitration rule of HKIAC then in effect when the
application for arbitration is filed. The venue for the arbitration shall be Hong Kong.
The proceedings of the arbitration shall be conducted in the English language. The

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award of arbitration shall be final and binding upon both Parties.

11.3. Continued Performance
During the period of arbitration, except for the issue at dispute submitted for
arbitration, all the rest part of this Agreement shall continue to be performed by both
Parties.

12. Miscellaneous
12.1. Bind and Inure
This Agreement shall be binding on, and inure to the benefit of, the Parties and their
respective personal representatives, successors and permitted assigns, and references
to any Party shall include that Party’s personal representatives, successors and
permitted assigns.
12.2. Amendment, Supplement and Assignment
This Agreement may not be amended, modified, supplemented or revoked, in whole
or in part, except by an agreement in writing signed by each of the Parties hereto.
The Licensee may at any time assign, mortgage, charge, subcontract, delegate,
declare a trust over or deal in any other manner with any or all of its rights and
obligations under this Agreement; while the Licensor shall not assign, mortgage,
charge, subcontract, delegate, declare a trust over or deal in any other manner with
any or all of his rights and obligations under this Agreement, without the prior
written consent of the Licensee.
12.3. Entire Agreement
This Agreement constitutes the entire agreement between the Licensor and the
Licensee with regard to the Work, and supersedes and extinguishes all previous
agreements, promises, assurances, warranties, representations and understandings
between the Parties, whether written or oral, relating to its subject matter.
12.4. Severability
When possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under all applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under any applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of this Agreement. The Parties shall make a good
faith effort to replace the invalid or unenforceable provision with a valid one that
conforms as nearly as possible with the original intent of the Parties.
12.5. Relationship of the Parties
The Parties’ relationship, as established by this Agreement, is solely that of
independent contractors, and is for cooperation purpose only. Nothing in this
agreement is intended to, or shall be deemed to, establish any labour, personal
services, partnership or joint venture between the Parties. The Licensor shall in no
circumstances be considered as an employee of the Licensee solely because of this

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Agreement. Neither Party is a representative nor agent of the other Party, and neither
Party can assume or create any obligation, representation, warranty or guarantee,
express or implied, on behalf of the other Party for any purpose whatsoever.
12.6. Third Party Rights
All rights, benefits and remedies under this Agreement are solely intended for the
benefit of each of the Parties and their successors and permitted assigns, and no third
party shall have any rights whatsoever under this Agreement. This Agreement does
not give rise to any rights under the Contracts (Rights of Third Parties) Ordinance
(Cap. 623) to enforce any term of this Agreement by a third party.
12.7. Remedies
The rights and remedies herein expressly provided are cumulative and not exclusive
of any other rights or remedies which any Party would otherwise have at law, in
equity, by statute or otherwise.
12.8. No Waivers
Except as otherwise expressly provided herein, no failure to exercise, delay in
exercising or single or partial exercise of any right, power or remedy by any Party,
and no course of dealing between the Parties, shall constitute a waiver of any such
right, power or remedy. No waiver shall be valid unless in writing and signed by the
Party against whom such waiver is sought to be enforced.
12.9. Execution and Counterparts
This Agreement shall enter into force on the Effective Date if duly signed by both
Parties. This Agreement is executed in two (2) originals; each Party holds one
original, which shall have the same legal effect.
(Remainder of this page left blank intentionally; signature page to follow.)

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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly
signed as of the date above first written.

For and on behalf of:

THE LICENSEE:
Noizz Technology Pte. Ltd.

Name: ●
Designation: ●

THE LICENSOR: THE GUARDIAN OF THE LICENSOR:

Joseph Elizabeth Yewande ●

(Nota bene: If the Licensor has attained the age of majority as provided by the law of the nation of his
nationality and residence of the Licensor) or older, and has full civil capacity, then the guardian of the
Licensor does not need to sign; otherwise the guardian of the Licensor must sign this Agreement on
behalf of the Licensor.)

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Schedule 1: Form of Certificate of License

CERTIFICATE OF LICENSE

This is to certify that the undersigned (name: Joseph Elizabeth Yewande

penname:TheYauthor, ID/passport number: Certificate of Birth: 095100 ), being the
sole creator (author) of, and the sole owner of the copyright and all other Intellectual
Property Rights in, the literary work under the title Dangerous Love
(hereinafter referred to as the “Work”), has granted Noizz Technology Pte. Ltd.
(hereinafter referred to as the “Licensee”) an irrevocable, exclusive, sub-licensable
license to, directly or through third parties, use and exploit the Work in the ways of
copying, reproducing, indexing, storing, publishing, selling, distributing, transmitting,
displaying, marketing, promoting the Work over the Internet or other digital networks,
for the term commencing from the date of this Certificate and lasting for a period of ten
(10) years, in all territories (worldwide).

The undersigned has also granted the Licensee the right to complain, claim, prosecute,
bring other legal actions and proceedings of any nature concerning the copyright and any
other Intellectual Property Rights in and to the Work throughout the world, or any
infringement of the aforesaid rights, and to collect any and all recoveries of damages,
penalties, costs and/or other compensations by reason of infringement of any such rights.

.
The Licensor:

Dated this

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