SERVICE CONTRACT

Exhibit 10.8

THIS SERVICE CONTRACT (this “Contract”) is entered into on 1 July 2022 by and between:

(1)

▇▇▇▇ ▇▇▇ Engineering Development Limited (“TLEDL”), a limited company incorporated under the laws of Hong Kong and having its principal office at ▇▇▇▇ ▇▇, ▇▇/▇., ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇.▇., ▇▇▇▇ ▇▇▇▇; and

(2)

Uptrend Construction & Engineering Limited (“Uptrend”), a limited company incorporated under the laws of Hong Kong and having its principal office at ▇▇▇▇ ▇▇, ▇▇/▇., ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇.▇., ▇▇▇▇ ▇▇▇▇.

WHEREAS:

Uptrend intends to provide certain services to TLEDL subject to the terms and conditions of this Contract.

IT IS ▇▇▇▇▇▇ AGREED AS FOLLOWS:

DEFINITIONS

1.1

As used in this Contract:

“Contract” means this Contract and the Appendices attached hereto; “Effective Date” means 1 July 2022;

“Force Majeure means:

(a)

any supervening outbreak of war affecting Hong Kong (whether war be declared or not), hostilities, invasion, acts of foreign enemies, rebellion, terrorism, revolution, military or usurped power, overthrow (whether by external or internal means) of the Government, civil war, riot, civil disturbances, fire, civil commotion and acts of God; or

(b)

any supervening catastrophic event which is similar to the foregoing.

“HK$” means Hong Kong dollars, the lawful currency of Hong Kong;

“IPRs” means patents, trademarks, service marks, trade names, design rights, copyright, domain names, database rights, rights in know-how, new inventions, designs or processes and other intellectual property rights, whether now known or created in future (of whatever nature and wherever arising) and in each case whether registered or unregistered and including applications for the grant of any such rights.

“Party” means either Uptrend or TLEDL; and the expression “Parties” shall mean both of them;

“Payment Schedule” means the schedule of payment of the Service Fee as set out in Appendix 1;

“Service Fee” means the service fee payable by Uptrend in respect of the Services as set out in Appendix 1;

“Services” means the services to be provided by Uptrend to TLEDL as more specifically set out in Appendix 1;

“Term” shall have the meaning ascribed to such term in Clause 3; and

“Third Party Property Rights” shall mean all such third party rights, not being the rights of Uptrend or TLEDL including, but not limited to IPRs.

ENGAGEMENT

2.1

TLEDL hereby engages Uptrend to perform the Services and Uptrend hereby accepts such engagement, upon the terms and conditions set out in this Contract.

TERM

3.1

This Contract shall become effective on the Effective Date and shall remain effective until 30 June 2025 (the “Term”), unless earlier terminated in accordance with Clause 11. The Parties shall have the option to extend the Term by mutual agreement.

SERVICES

4.1

In consideration of the payment of the Service Fee, ▇▇▇▇▇▇▇ agrees to perform the Services as set out in Appendix 1, subject to the terms of this Contract and in accordance with all legislation, regulations and by-laws affecting or in any way relating to the Services.

4.2

Uptrend shall not be regarded as having performed the Services until all the Services have been completed to the reasonable satisfaction of Uptrend based on the specifications and requirements under Appendix 1.

SERVICE FEE AND PAYMENT

5.1

Subject to Uptrend performing the Services to the reasonable satisfaction of TLEDL, TLEDL shall pay Uptrend the Service Fee in accordance with the terms of this Contract.

5.2

Unless otherwise agreed by the Parties in writing, the Service Fee is denominated in HK$ and is inclusive of all fees, costs, charges, expenses and disbursements incurred by TLEDL in its performance of the Services and is also inclusive of any and all taxes, levies, duties or other charges or withholdings of a similar nature in any jurisdiction arising from the fees or other sums paid to Uptrend in relation to the Services.

5.3

Uptrend shall invoice TLEDL for payment of the Service Fee according to the Payment Schedule. Payment will be made within 90 days upon receipt of the invoice by TLEDL or otherwise stated.

WARRANTIES

6.1

Uptrend hereby warrants to TLEDL that:

it has obtained all necessary authorisations and approvals in order to lawfully enter into and exercise its rights and perform its obligations under this Contract;

it will not, during the Term, enter into any contract or accept any obligations that are inconsistent or incompatible with its obligations under this Contract nor take up any appointment, represent or act for or advise any third party against the interest of ▇▇▇▇▇;

it will perform and carry out the Services in a timely, diligent, competent and professional manner, with all reasonable skill and care and within any time period specified in this Contract and ensure that all its employees, officers, agents and contractors involved in the delivering of the Services have all the necessary qualifications, ability, experience, skills, expertise and capacity to carry out the Services; and

all information supplied, and statements and representations made by or on behalf of Uptrend in relation to the Services are true, accurate and complete in all respects and are not misleading, whether by omission or otherwise.

CONFIDENTIALITY AND PRIVACY

7.1

All information furnished to Uptrend by ▇▇▇▇▇ will be treated as confidential for a period of two (2) years after completion of the Services and will be used by Uptrend solely in connection with the performance of the Services save and except that such prohibition will not apply to any document or information which:

is publicly available or has become generally available to the public other than as a result of a disclosure by TLEDL, its directors, employees, subcontractors or agents;

was available to Uptrend on a non-confidential basis prior to its being so furnished;

has become available to Uptrend on a non-confidential basis from a source other than TLEDL unless to the knowledge of Uptrend such source owes a duty of confidentiality to TLEDL;

has been independently developed, by or for Uptrend without reference to the information;

is required to be disclosed by any applicable law, rules or regulations, or any government department, regulatory body or court proceedings provided that to the extent legally allowed and practical Uptrend will advise TLEDL forthwith so that TLEDL may seek a protective order or other appropriate remedy and, consult with TLEDL prior to such disclosure.

7.2

Uptrend shall comply with the Personal Data (Privacy) Ordinance with respect to the handling of all personal data (as the term is defined in the Ordinance) collected, used or processed in the course of its performance of the Services.

LIABILITY AND INSURANCE

8.1

Nothing in this Contract shall exclude or restrict Uptrend’s liability for:

fraud;

death or personal injury caused by its negligence;

breach of any applicable laws relating to the Services;

any liability to the extent the same may not be excluded as a matter of law.

Uptrend shall maintain appropriate and sufficient insurance with a reputable insurance company approved by TLEDL against any loss, damage, claim or action arising out of the performance of its obligations under this Contract from personal injury or death, public liability, and/or any other liability for which it is required by law to insure and shall make available a copy of such insurance to TLEDL on request. The provisions in this Clause shall survive the termination or expiry of this Contract.

INDEMNITY

9.1

Uptrend hereby undertakes to indemnify TLEDL from and against all and any losses or damages it suffers and all and any interests, costs and expenses it incurs including any claim from any third parties as a result of (a) any breach of any term in this Contract by Uptrend (b) any breach of warranties of Uptrend hereunder; (c) any infringement or alleged infringement of Third Party Property Rights by Uptrend pertaining to the Services furnished to Uptrend under this Contract.

10.

HEALTH & SAFETY

10.1

In carrying out its Services under this Contract, Uptrend shall always observe and comply with all applicable legislations, Code of Practices, rules, and regulations of the Hong Kong Special Administrative Region.

10.2

For the avoidance of doubt, Uptrend shall indemnify and hold harmless TLEDL from any and all claims, damages, fines, judgments, penalties, costs, expenses or liabilities (including, without limitation, any and all sums paid for settlement of claims, legal fees, consultant and expert fees) arising from (a) damages to properties and injuries arising from Uptrend’s services or operations performed under this Contract, or (b) Uptrend’s breach or non-observance of the above Clauses 10.1 and 10.2.

11.

TERMINATION

11.1

Without prejudice to any other rights and remedies which TLEDL may have, TLEDL may at any time during the Term, terminate this Contract in the event that Uptrend:

(a)

fails to comply with any terms, conditions or undertakings in this Contract and (in the case of a breach capable of being remedied) Uptrend fails to remedy the breach to the satisfaction of TLEDL within seven days after receipt of a notice in writing from Uptrend requiring it to do so or within such other period as Uptrend may in its sole discretion allow in writing;

(b)

Uptrend persistently or flagrantly fails to comply fully and punctually with its obligations and duties under this Contract;

(c)

Uptrend has failed to commence the Services on the Effective Date or proceed with the Services with due diligence after the Commencement Date;

(d)

Uptrend has, without the prior written approval of TLEDL, assigned, transferred, sub-contracted or otherwise disposed of any or all of its interests, rights, benefits or obligations under this Contract to any other third party or purported to do so;

(e)

Uptrend engages in any conduct which is reasonably considered by TLEDL to be prejudicial to the Services;

(f)

Uptrend stops or suspends payment to its creditors generally, or is unable or admits its inability to pay debts generally as they fall due or is declared or becomes bankrupt or insolvent;

(g)

the passing of any resolutions, the initiation of any proceedings, or the making of any order which may result in the winding up, or dissolution, insolvency, administration, reorganisation or reconstruction of Uptrend, or the appointment of a receiver, provisional liquidator, liquidator, administrator, administrative receiver, conservator, custodian, trustee or similar officer of Uptrend or of any or all of Uptrend’s assets or revenues, or if Uptrend makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of the above, or any event occurs under the laws of any jurisdiction that has a similar or analogous effect;

(h)

Uptrend fails to secure or renew any license, registration or permit required by law for its business operations or if any license, registration or permit is revoked or suspended; or

(i)

Uptrend’s use of any IPRs for the purpose of or otherwise in connection with the performance of this Contract is held by a court or is alleged to constitute an infringement of any third party’s IPRs.

11.2

Notwithstanding anything provided herein to the contrary, TLEDL may at any time at its option terminate this Contract by giving Uptrend not less than 30 days’ prior written notice. In such event, Uptrend shall be entitled to receive payment for such part of the Services carried out up to the date of termination. Any amount paid in respect of such part of the Services which has not been performed at the date of termination shall be refunded to TLEDL.

11.3

For the avoidance of doubt, termination of this Contract shall be without prejudice to any rights or remedies, available to or any obligations or liabilities accrued to either Party at the effective date of termination under this Contract or otherwise in law.

12.

BOOKS AND RECORDS

12.1

Uptrend shall maintain, during the continuance of this Contract and for a minimum period of seven years after the expiry or termination of this Contract, full and proper books of accounts and records (including receipts, counterfoils, vouchers, quotations and tendering documents and other supporting documents) in connection with the Services.

13.

PROBITY

13.1

Uptrend shall observe the Prevention of Bribery Ordinance (Cap. 201) (“PBO”). Uptrend shall not, and shall procure that its directors, employees, agents, suppliers, contractors and other personnel who are in any way involved in the Services shall not, offer to or solicit or accept from any person any money, gifts or advantages (as defined in the PBO) in relation to the Services.

13.2

If Uptrend and/or any of its directors, employees, agents, suppliers, contractors and other personnel who are in any way involved in the Services commit any offence under the PBO in relation to this Services, TLEDL shall be entitled to terminate this Contract and shall hold Uptrend liable for any loss or damages TLEDL may thereby sustain.

14.

GOVERNING LAWS AND DISPUTE RESOLUTION

14.1

This Contract shall be governed by the laws of Hong Kong. If any dispute arises between the Parties in respect of this Contract, the Parties shall conduct friendly discussions with the view to resolving such dispute. If the dispute is not resolved within a maximum of 60 days following such discussions are first conducted, the Parties agree that such dispute may be submitted to the exclusive jurisdiction of the courts of Hong Kong, Special Administrative Region.

15.

FORCE MAJEURE

15.1

Neither Party shall be liable for any delays arising from the occurrence of a Force Majeure event. A Party prevented by an event of Force Majeure may be excused from performance of the obligations under this Contract for so long as such event shall continue. The Party so prevented shall as soon as possible give notice in writing to the other Party of the occurrence of the event of Force Majeure.

15.2

Should the performance by Uptrend of its obligations under this Contract be prevented by Force Majeure for 14 days (either consecutive or in the aggregate) or longer, TLEDL shall be entitled, at the expiration of such period, to terminate this Contract by not less than five days’ notice in writing to Uptrend.

15.3

In the event that performance of obligations under this Contract is delayed by Force Majeure, the Parties shall diligently endeavour to achieve expeditiously the normal pursuit of this Contract and to make up for the time lost.

16.

GENERAL

16.1

No prejudice to rights / waiver: No failure to exercise, or delay in exercising, any right or remedy under this Contract will operate as a release or waiver of such right or remedy or any other right or remedy, nor will any single or partial exercise of any right or remedy under this Contract or provided by law preclude any other or further exercise of it or the exercise of any other right or remedy. A waiver of any breach of this Contract or any right of remedy under this Contract shall not be effective, or implied, unless that waiver is in writing and is signed by the Party against whom that ▇▇▇▇▇▇ is claimed.

16.2

Entire Contract: This Contract constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all other oral or written representations, undertakings or agreements relating to the subject matter hereof.

16.3

Variations in writing: Any variation to this Contract shall be binding only if it is in writing and signed by or on behalf of each Party.

16.4

Severability: If any term in or provision of this Contract shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, the term or provision shall to that extent be deemed not to form part of this Contract and the enforceability of the remainder of this Contract shall not be affected and shall be enforced to the full extent permitted by law.

16.5

Rights cumulative: The rights and remedies provided in this Contract are cumulative and not exclusive of any rights or remedies provided by law.

16.6

Survival: Termination shall not affect any rights and/or obligations accrued before the date of termination or any rights and/or obligations or provisions of this Contract expressed or intended to survive any termination of this Contract.

16.7

Assignment: Uptrend may not assign or transfer, pledge or mortgage or purport to assign or transfer, pledge or mortgage any of its rights or obligations under this Contract without the prior written consent of TLEDL.

16.8

Use of Logos: Uptrend shall not use any of the marks of TLEDL (which include trademark, service mark, name, logo or any other identifying materials of TLEDL) without the prior written consent of TLEDL.

16.9

Successors and Assigns: The terms and conditions of this Contract shall be binding upon and shall inure to the benefit of the successors in interest and the assigns of the Parties, except that no assignment, transfer, pledge or mortgage by or through either party in violation of the provisions of this Contract shall vest any rights in the assignee, transferee, pledgee, mortgagee or in any occupant.

16.10

Notices

Addresses: Any notice or other communication under or in connection with this Contract shall be in writing and shall be left at or sent by pre-paid registered post, or facsimile or email transmission to the Party due to receive the notice or communication at its respective address set out below or to such other address and / or number as may have been last specified by such Party by written notice to the other Party.

To TLEDL:

Address: ▇▇▇▇ ▇▇, ▇▇/▇., ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇.▇., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇

Attention: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇

To Uptrend:

Attention: ▇▇▇▇ Sum ▇▇▇▇

Delivery: In the absence of evidence of earlier receipt, a notice or other communication is deemed given:

(a)

if delivered personally, when left at the address referred to in Clause 16.10;

(b)

if sent by registered post, two (2) days after posting; and

In proving the giving of a notice by mail, it shall be sufficient to prove that the envelope containing such notice was properly addressed and posted.

16.11

Counterparts: This Contract may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.

16.12

Further assurances: Each Party shall execute such further documents and perform and procure such acts and things as may be necessary to give full effect to each Party’s obligations under this Contract.

17.

EXCLUSION OF THIRD PARTY RIGHTS

17.1

Notwithstanding any other provisions of this Contract and save for expressly provided for in this Contract, any person who is not a party thereto shall not have any right under the Contracts (Rights of Third Parties) Ordinance (Cap.623) to enforce any provisions of this Contract. For the avoidable of doubt, this provision does not affect any right or remedy of third party which exists or is available apart from the said Ordinance.

IN WITNESS WHEREOF the Parties have caused this Contract to be executed by their duly authorized officers.

For and on behalf of:

▇▇▇▇ ▇▇▇ Engineering Development Limited


Name:	▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Title:	Director

For and on behalf of:
Uptrend Construction & Engineering Limited


Name:	▇▇▇▇ Sum ▇▇▇▇
Title:	Director

APPENDIX 1

DESCRIPTION OF SERVICES

Scope of Services

1.1

Uptrend shall provide soil and rock transportation services (the “Services”) during the Term upon requests by TLEDL.

1.2

Uptrend shall render the Services in accordance with the instructions of TLEDL, which shall be provided by TLEDL in advance of the service request date.

1.3

Uptrend shall be responsible for procuring the necessary personnel and machinery to provide the Services and Uptrend shall be responsible for all costs incurred in procuring the said personnel and machinery.

Service Fees

2.2

The service fees to be paid by TLEDL in relation to the Services to be rendered by TLEDL shall be calculated with reference to the following key criteria:

Vehicles utilized;

Pick up location;

Delivery location; and

Total quantity of goods delivered.

SERVICE CONTRACT

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