Registration

KOL CONTRACT-NON-EXCLUSIVE

THIS AGREEMENT is made on this______ day of _____________ Two Thousand and Fifteen

BETWEEN

A Supteen Limited of Unit 902-903, 9th Floor, Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong ("Supteen”); and

B ______________ holder of HKID No._______________ ("the Blogger").

WHEREAS:

(1) Supteen is engaged in a business known as KOL Base which specializes in brand and product promotion, marketing activities and management of public profiles and social media identities related work;

(2) Supteen wishes to retain the services of the Blogger in relation to engagements arising out of and in connection with the Promotional Work to be undertaken by the Blogger during the Term; and

(3) The Blogger agrees to provide the services to Supteen on the terms and conditions of this Agreement.

The parties hereto agree as follows:

1 Engagement
1.1 During the Term (as hereinafter defined), Supteen engages the Blogger and the Blogger accepts his/her engagement by Supteen to perform Promotional Work (as hereinafter defined) as a blogger whether performed within the territories of Hong Kong or outside of Hong Kong ("the Territory").


2 Term of the Agreement
This Agreement shall commence on ____________ (“the Commencement Date”) and terminate on_______________ (“the Expiration Date”) both days inclusive (“the Term”).


3 Promotional Work
3.1 The Blogger shall perform the following services for Supteen or, for Supteen’s clients upon the instructions of Supteen, for which the Blogger receives consideration, pecuniary or otherwise:-

3.1.1 promotion of brands, services or goods;

3.1.2 public relation activities;

3.1.3 attendance at product launches, functions and events;

3.1.4 reviews, write-ups of products, Hashtags, services, functions and posting the same on either of the Blogger’s social media platforms of Facebook, Instagram or Weibo (“Postings”);

(each a “Promotional Work”)


3.2 Where the Promotional Work requires the Blogger to publish Postings of products (“Product Postings”), the Product Postings shall be published within 7 days from the date of receipt of the products from Supteen or Supteen’s clients.

3.3 The Blogger shall not delete or cause the Postings to be deleted for at least 6 months from the date of posting. For the avoidance of doubt, the Blogger’s social media platforms of Facebook, Instagram or Weibo shall be made open to the public.

3.4 In the event that any services not stipulated in this Agreement are necessary and reasonably required to be performed in connection with the Promotional Work, the Blogger shall perform such services.


4 Right to use Blogger’s Details
4.1 The Blogger hereby grants to Supteen the exclusive right to collect, store, use and distribute and allow or license others to make use of and distribute the Blogger’s name, portrait and pictures, profile, biography in connection with the advertising and/or publicity of Supteen.

4.2 The Blogger acknowledges, confirms and agrees that Supteen may use and/or transfer to third parties (within or outside Hong Kong) the Blogger’s personal data (as defined under the Personal Data (Privacy) Ordinance, Cap.486 of the Laws of Hong Kong) for all purposes in relation to the subject matter of the Promotional Work.


5 Blogger's warranties, undertakings and agreement
The Blogger warrants, undertakes and agrees that:
5.1 He/She will during the Term make himself/herself available to render his/her services to Supteen or through the arrangement of Supteen in accordance with the terms and conditions of this agreement and not make any contractual obligations to any third parties which will or are likely to prevent, hinder or affect his/her performance hereunder or otherwise conflict with the interest of Supteen under this Agreement.

5.2 He/She shall be at liberty to accept or refuse any Promotional Work arranged or procured by Supteen but once such Promotional Work is accepted, he/she must follow strictly the work schedule prepared for him/her by Supteen.

5.3 He/She will follow all directions given to him/her by Supteen and shall observe the reasonable directions and requirements of such Promotional Work.

5.4 He/She will perform at his/her highest standard of good faith and professional ability in all of the Promotional Work required to be performed during the Term. In particular, any posts published in performance of the Promotional Work shall not contain abusive, vulgar or defamatory comments or languages.

5.5 In the event of his/her absence in any Promotional Work which has been accepted by the Blogger, the Blogger must give Supteen at least 48 hours prior notice that he/she will not be available for the Promotional Work. Unless such prior notice has been given, the Blogger is under a duty to perform all Promotional Work as notified by Supteen.

5.6 Supteen shall not be liable for any loss or damage suffered by the Blogger whatsoever as a result of any Promotional Work performed by the Blogger.

5.7 The Blogger shall indemnify Supteen against all damages, costs, liabilities, claims, expenses and demands which Supteen may suffer as a result of any Promotional Work performed by the Blogger.


6 Remuneration
6.1 In consideration of the services rendered by the Blogger to Supteen hereunder, Supteen shall remunerate to the Blogger, pecuniary or otherwise, according to the nature of each Promotional Work to be performed by the Blogger, such remuneration to be agreed between the parties prior to the Blogger commencing the relevant Promotional Work.

6.2 Should the Blogger fail to complete the Promotional Work, the Blogger shall not be entitled to receive any remuneration whatsoever hereunder and the Blogger shall immediately return to Supteen any remuneration, pecuniary or otherwise, advanced by Supteen to the Blogger prior to commencement of the Promotional Work.

6.3 In the event that remuneration is by way of goods or products, title of the goods or products remains with Supteen (or clients of Supteen, as the case may be) until the Blogger completes the Promotional Work to the satisfaction of Supteen.


7 No employment or partnership
7.1 The Blogger expressly acknowledges, agrees and confirms that he/she is engaged as an independent contractor in performing the Promotional Work under this Agreement. For the avoidance of doubt, no employment or partnership relationship between Supteen and the Blogger is created by this Agreement.

7.2 The Blogger shall be responsible for his/her own traveling, food, lodging, clothing, and taking out all necessary (statutory or otherwise) insurances for performing the Promotional Work, and any other expenses incurred in performing the Promotional Work during the Term.


8 Termination
8.1 Parties shall be entitled to terminate this Agreement by giving the other party one (1) month's prior notice in writing, and the giving of such notice shall not prejudice the Promotional Work(s) to be or being carried out by the Blogger before the date of termination.

8.2 Supteen shall be entitled to forthwith terminate this Agreement in the event of any of the following: -

8.2.1 the Blogger is found to be in breach of any of the warranties, undertakings and agreements contained in Clause 5 hereof.

8.2.2 the Blogger is found to have committed or been arrested of any crime or offence.

8.2.3 the Blogger's attitude or performance being such that it adversely affects Supteen’s reputation and image.

8.2.4 the Blogger willfully refuses to carry out his/her obligations or Supteen’s instructions.


8.3 Upon termination of this Agreement, the Blogger shall immediately return to Supteen any products in his/her possession for which no Promotional Work has been performed.

8.4 The Blogger agrees that for a period of 6 months following the termination of this Agreement for whatever reason, he/she shall not, either personally, or as an employee, consultan t, contractor or agent for any other entity or employer, carry on business in competition with Supteen.


9 Breach of this Agreement
In the event that the Blogger is in breach of any of the terms of this agreement, Supteen shall be entitled to equitable relief by way of injunction or otherwise, provided that nothing herein, nor any failure or delay in exercising its rights, shall be construed as a waiver of any or all rights which Supteen may have for damages in at law or in equity or otherwise. All waiver must be express and in writing.


10 Assignment of this Agreement
This Agreement and all rights under it may be assigned or transferred by Supteen in whole or in part to any third party, which third party shall be entitled in full without any limitation from and recourse to the Blogger, to own, exploit, perform or exercise any and all of the said terms of this Agreement. In the event of any such assignment the Blogger undertakes that he/she will fulfill his/her obligations hereunder pursuant thereto but Supteen will secure its assignee to be liable for Supteen’s obligations hereunder.


11 Entire Agreement
This Agreement constitutes the entire agreement between the parties hereto which has been freely entered into so that no statement, promise or inducement alleged to have been made by either party and which is not contained herein shall be binding or form part of this Agreement. No addition or amendment to this Agreement shall be binding on the parties unless and until reduced to writing as formal amendment hereto and signed by both parties.


12 Confidentiality
12.1 The Blogger agrees to keep confidential the contents of this Agreement during and within 5 years after termination or expiry hereof.

12.2 The Blogger shall not disclose the names of clients of Supteen (except for disclosure in the posts published by the Blogger in performing the Promotional Work) or the names of other contractors or employees or service providers to any third party without the prior written consent of Supteen.


13 Governing Law
This Agreement shall in all respects be governed by the laws of Hong Kong Special Administrative Region of the People’s Republic of China.

KOL CONTRACT-EXCLUSIVE

THIS AGREEMENT is made on this______ day of _____________ Two Thousand and Fifteen

BETWEEN

A.Supteen Limited of Unit 902-903, 9th Floor, Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong ("Supteen”); and

B. ______________ holder of HKID No._______________ ("the Blogger").

WHEREAS:

(1) Supteen is engaged in a business known as KOL Base which specializes in brand and product promotion, marketing activities and management of public profiles and social media identities related work;

(2) Supteen wishes to retain the services of the Blogger in relation to engagements arising out of and in connection with the Promotional Work to be undertaken by the Blogger during the Term; and

(3) The Blogger agrees to provide the services to Supteen on the terms and conditions of this Agreement.

The parties hereto agree as follows:

1.Engagement
1.1 During the Term (as hereinafter defined), Supteen engages the Blogger and the Blogger accepts his/her engagement by Supteen to perform Promotional Work (as hereinafter defined) as a blogger whether performed within the territories of Hong Kong or outside of Hong Kong ("the Territory").

1.2 [The Blogger shall perform the Promotional Work exclusively for Supteen and the Blogger shall not in any way perform or agree to perform any work for any other third parties which is similar to, or competes with, the Promotional Work performed by the Blogger under this Agreement.]


2.Term of the Agreement
This Agreement shall commence on ____________ (“the Commencement Date”) and terminate on_______________ (“the Expiration Date”) both days inclusive (“the Term”).


3.Promotional Work
3.1 The Blogger shall perform the following services for Supteen or, for Supteen’s clients upon the instructions of Supteen, for which the Blogger receives consideration, pecuniary or otherwise:-

3.1.1 promotion of brands, services or goods;

3.1.2 public relation activities;

3.1.3 attendance at product launches, functions and events;

3.1.4 reviews, write-ups of products, Hashtags, services, functions and posting the same on either of the Blogger’s social media platforms of Facebook, Instagram or Weibo (“Postings”);

(each a “Promotional Work”)


3.2 Where the Promotional Work requires the Blogger to publish Postings of products (“Product Postings”), the Product Postings shall be published within 7 days from the date of receipt of the products from Supteen or Supteen’s clients.

3.3 The Blogger shall not delete or cause the Postings to be deleted for at least 6 months from the date of posting. For the avoidance of doubt, the Blogger’s social media platforms of Facebook, Instagram or Weibo shall be made open to the public.

3.4 In the event that any services not stipulated in this Agreement are necessary and reasonably required to be performed in connection with the Promotional Work, the Blogger shall perform such services.


4.Right to use Blogger’s Details
4.1 The Blogger hereby grants to Supteen the exclusive right to collect, store, use and distribute and allow or license others to make use of and distribute the Blogger’s name, portrait and pictures, profile, biography in connection with the advertising and/or publicity of Supteen.

4.2 The Blogger acknowledges, confirms and agrees that Supteen may use and/or transfer to third parties (within or outside Hong Kong) the Blogger’s personal data (as defined under the Personal Data (Privacy) Ordinance, Cap.486 of the Laws of Hong Kong) for all purposes in relation to the subject matter of the Promotional Work.


5.Blogger's warranties, undertakings and agreement
The Blogger warrants, undertakes and agrees that:
5.1 He/She will during the Term make himself/herself available to render his/her services [solely] to Supteen or through the arrangement of Supteen in accordance with the terms and conditions of this agreement and not make any contractual obligations to any third parties which will or are likely to prevent, hinder or affect his/her performance hereunder or otherwise conflict with the interest of Supteen under this Agreement.

5.2 He/She shall be at liberty to accept or refuse any Promotional Work arranged or procured by Supteen but once such Promotional Work is accepted, he/she must follow strictly the work schedule prepared for him/her by Supteen.

5.3 He/She will follow all directions given to him/her by Supteen and shall observe the reasonable directions and requirements of such Promotional Work.

5.4 He/She will perform at his/her highest standard of good faith and professional ability in all of the Promotional Work required to be performed during the Term. In particular, any posts published in performance of the Promotional Work shall not contain abusive, vulgar or defamatory comments or languages.

5.5 In the event of his/her absence in any Promotional Work which has been accepted by the Blogger, the Blogger must give Supteen at least 48 hours prior notice that he/she will not be available for the Promotional Work. Unless such prior notice has been given, the Blogger is under a duty to perform all Promotional Work as notified by Supteen.

5.6 Supteen shall not be liable for any loss or damage suffered by the Blogger whatsoever as a result of any Promotional Work performed by the Blogger.

5.7 The Blogger shall indemnify Supteen against all damages, costs, liabilities, claims, expenses and demands which Supteen may suffer as a result of any Promotional Work performed by the Blogger.


6.Remuneration
6.1 In consideration of the services rendered by the Blogger to Supteen hereunder, Supteen shall remunerate to the Blogger, pecuniary or otherwise, according to the nature of each Promotional Work to be performed by the Blogger, such remuneration to be agreed between the parties prior to the Blogger commencing the relevant Promotional Work.

6.2 Should the Blogger fail to complete the Promotional Work, the Blogger shall not be entitled to receive any remuneration whatsoever hereunder and the Blogger shall immediately return to Supteen any remuneration, pecuniary or otherwise, advanced by Supteen to the Blogger prior to commencement of the Promotional Work.

6.3 In the event that remuneration is by way of goods or products, title of the goods or products remains with Supteen (or clients of Supteen, as the case may be) until the Blogger completes the Promotional Work to the satisfaction of Supteen.


7.No employment or partnership
7.1 The Blogger expressly acknowledges, agrees and confirms that he/she is engaged as an independent contractor in performing the Promotional Work under this Agreement. For the avoidance of doubt, no employment or partnership relationship between Supteen and the Blogger is created by this Agreement.

7.2 The Blogger shall be responsible for his/her own traveling, food, lodging, clothing, and taking out all necessary (statutory or otherwise) insurances for performing the Promotional Work, and any other expenses incurred in performing the Promotional Work during the Term.


8.Termination
8.1 Parties shall be entitled to terminate this Agreement by giving the other party one (1) month's prior notice in writing, and the giving of such notice shall not prejudice the Promotional Work(s) to be or being carried out by the Blogger before the date of termination.

8.2 Supteen shall be entitled to forthwith terminate this Agreement in the event of any of the following: -

8.2.1 the Blogger is found to be in breach of any of the warranties, undertakings and agreements contained in Clause 5 hereof.

8.2.2 the Blogger is found to have committed or been arrested of any crime or offence.

8.2.3 the Blogger's attitude or performance being such that it adversely affects Supteen’s reputation and image.

8.2.4 the Blogger willfully refuses to carry out his/her obligations or Supteen’s instructions.


8.3 Upon termination of this Agreement, the Blogger shall immediately return to Supteen any products in his/her possession for which no Promotional Work has been performed.

8.4 The Blogger agrees that for a period of 6 months following the termination of this Agreement for whatever reason, he/she shall not, either personally, or as an employee, consultant, contractor or agent for any other entity or employer, carry on business in competition with Supteen.


9.Breach of this Agreement
In the event that the Blogger is in breach of any of the terms of this agreement, Supteen shall be entitled to equitable relief by way of injunction or otherwise, provided that nothing herein, nor any failure or delay in exercising its rights, shall be construed as a waiver of any or all rights which Supteen may have for damages in at law or in equity or otherwise. All waiver must be express and in writing.


10.Assignment of this Agreement
This Agreement and all rights under it may be assigned or transferred by Supteen in whole or in part to any third party, which third party shall be entitled in full without any limitation from and recourse to the Blogger, to own, exploit, perform or exercise any and all of the said terms of this Agreement. In the event of any such assignment the Blogger undertakes that he/she will fulfill his/her obligations hereunder pursuant thereto but Supteen will secure its assignee to be liable for Supteen’s obligations hereunder.


11.Entire Agreement
This Agreement constitutes the entire agreement between the parties hereto which has been freely entered into so that no statement, promise or inducement alleged to have been made by either party and which is not contained herein shall be binding or form part of this Agreement. No addition or amendment to this Agreement shall be binding on the parties unless and until reduced to writing as formal amendment hereto and signed by both parties.


12.Confidentiality
12.1 The Blogger agrees to keep confidential the contents of this Agreement during and within 5 years after termination or expiry hereof.

12.2 The Blogger shall not disclose the names of clients of Supteen (except for disclosure in the posts published by the Blogger in performing the Promotional Work) or the names of other contractors or employees or service providers to any third party without the prior written consent of Supteen.


13.Governing Law
This Agreement shall in all respects be governed by the laws of Hong Kong Special Administrative Region of the People’s Republic of China.


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