EXHIBIT 10.7
SERVICES AGREEMENT
AGREEMENT
made as of this 9th day of October, 2008 by
and between
Sungame Corporation, a Delaware Corporation
(the "Company"), located at 501
Silverside Road Suite 105, Wilmington, DE 19809, USA , and
Diamond Star Exports
LTD. located at _________________________________ (the Service
Provider, "SP").
WHEREAS, the
Company desires professional guidance and advice regarding
development of its business model and desires SP to aid it in
business matters;
and
WHEREAS, SP
has reasonable expertise, directly or through its
SBU's,
holdings, affiliates and sub contracting
providers, in the area of Sungame's
business; and is willing to act as a Service Provider
to the Company upon the
terms and conditions set forth in this Agreement;
NOW,
THEREFORE, in consideration of the
foregoing and the mutual
promises herein contained, the parties hereto agree as follows:
1. DUTIES, SCOPE OF AGREEMENT, AND RELATIONSHIP OF THE PARTIES
(a) SP
shall provide commercially reasonable
efforts to provide
services as engaged for the following:
1. Resources at junior
programmer/animator(1-2 year programming
or animation experience)/customer care staff at
USD10/hour
2. Resources at
experienced programmer/animator (3-5
years
programming or animation experience) at USD15/hour
3. Resources at
expert programmer/animator level (over 5 years
programming or animation experience) at USD20/hour
4. More experienced
resources whom participates in the creative
phase and contribute to the overall solution, at USD30/hour
5. Of the above development
resources, 10%-20% resources would be
used for the maintenance, development and up gradation of
the
current version of Sungame and the rest
would be utilized
towards
software development, testing and other
requirements
for building the next generation of Sungame Virtual World.
6. The resources
availability would expire at the end of forty
eight (48) months of the date of
signing of this letter
irrespective of Sungame
utilizing them completely or
partially. The group will make all efforts to support
Sungame
in the provisioning of the development resources during
this
time frame.
7. Every cost
mentioned above for resources would
incur an
incremental increase of seven and one half
percent (7.5%)
every 6 months starting with the first increment
in Jul 09.
The total of USD$625,000 would be
calculated at all times
based on the costs applicable at that time.
8. During 2009,
Sungame shall engage SP for various separate
outsourced services, outside the scope of and in
addition to
the above mentioned USD$625,000, and commits to a
minimum of
USD$100,000 of these services during 2009 (price to be in line
with the hourly rates as defined above and as aligned with the
scope therein and for those additional
services where the
scope is not defined to be separately defined and the rates to
be agreed between the parties).
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9. Purchaser also
will have a first right of
refusal for
providing development and other substantially similar services
on a paid basis required by Sungame (over and above the
scope
of the above mentioned USD$625,000 and USD$100,000)
from the
date of signing of this letter. In other words the process
to
be followed would be as follows:
whenever Sungame needs
development or other substantially similar services,
Sungame
shall send out RFQ and RFP from various external
agencies as
well as entities within the group
that can provide the
service. SP will win the order if it agrees to
match a bona
fide offer to provide the services by an
equally qualified
provider and provide the service or provide better
terms and
conditions to implement the same. If SP
does not match the
bona fide quote and Sungame does not initiate
the services
with the other provider at exactly the same terms as presented
to
SP within thirty days, then Company
must restart the
procedure referenced herein. The detailed purchase process
10. It is also
hereby understood that specific
terms and
conditions regarding delivery timelines, approval
cycles and
parameters, payment timelines
and other service level
parameters would be later defined in a service level agreement
and/or in specific work orders mutually by both the parties in
accordance with the spirit of this
agreement. The Company
would also consult with SP and use
reasonable efforts to
provide the SP with time budgets for the Services so
that SP
can reasonably plan and allocate it's resources.
(b) The services
rendered by consultant to the company pursuant to this
Agreement shall be as an independent
contractor, and this Agreement does not
make SP the employee, agent, or legal
representative of the Company for any
purpose whatsoever, including without limitation,
participation in any benefits
or privileges given or extended by the Company to
its employees. No right or
authority is granted to SP to
assume or to create any
obligation or
responsibility, express or implied, on behalf of or in the
name of the company,
expect as may be set forth herein. The company
shall not withhold for SP any
federal or state taxes from the amounts to be paid to consultant
hereunder, and
SP agrees that he will pay all taxes due on such
amounts. For every delivery
made by the SP which is accepted by the Company, the Company would
automatically
indemnify and hold harmless SP, its,
affiliates, service providers, SBU's,
officers, directors, employees, agents and representatives
from and against any
and all claims, damages, costs, judgments,
penalties and expenses of any kind
(including reasonable legal fees and
disbursements) which may be obtained
against, imposed upon or suffered by any of
them, arising out of any further
deployment and usage of the accepted work
2. COMPENSATION
(a)
Th
