EX-10.1 2 ea148358ex10-1_sinoglobal.htm STRATEGIC ALLIANCE AGREEMENT DATED OCTOBER 3, 2021
STRATEGIC ALLIANCE AGREEMENT
THIS STRATEGIC ALLIANCE AGREEMENT (this “Agreement”) is entered into as of the 3rd day of October, 2 021 (the “Execution Date”), by and between Sino-Global Shipping America Ltd., a NASDAQ listed corporation incorporated under the laws of the Commonwealth of Virginia (“Sino-Global”) and Shenzhen Highsharp Electronic Ltd., a corporation incorporated under the laws of the People’s Republic of China (“Highsharp”), (each a "Party" and collectively the "Parties").
本战略联盟协议（以下简称“协议”）于2021年10月3日（“执行日期”）由Sino-Global Shipping America Ltd.，一家根据弗吉尼亚州法律注册成立的纳斯达克上市公司（简称“Sino-Global”）和深圳高锐电子科技有限公司，一家根据中国法律成立的公司法人。 (简称 “高锐电子”) ，（单独为 “一方” ，统称为 “各方” ）：
WHEREAS, Sino-Global is a global logistics and ship management services company engaged in shipping, chartering, logistics services and technology.
WHEREAS, Highsharp is a hardware, software development and technological management company. It is in the leading position in the block-chain technology industry of China and has, in particular, experience and track record in the areas of computer chips，hardware ，serve and cloud computing platform.
WHEREAS, SINO-Global and Highsharp wish to enter into a strategic alliance for the collaborative engineering, technical development and commercialization of the Bitcoin Mining Machine with exclusive rights of the design production, intellectual property rights, branding, marketing and sales owned by the Joint Ventures defined below; and
鉴于,SINO-Global 和 高锐电子希望就比特币挖矿机的合作工程设计、技术开发和商业化建立战略联盟，其设计，知识产权，生产，品牌，市场和销售专有权归合资企业所有；和
WHEREAS, both parties, as a result of such collaborative efforts, desire to establish a Joint Ventures (the “Joint Venture”) to manufacture, market and sell the Bitcoin Mining Machine in United States once the Bitcoin Mining Machine has been demonstrated to have commercial potential.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:
ARTICLE 1. SCOPE OF STRATEGIC ALLIANCE.
A Both Parties agree to use the brand name “Thor” on all or part of the Bitcoin Mining Machine products will be designed ，manufactured and sold by the Joint Ventures.
A. 双方同意在合资企业将设计、制造和销售的全部或部分比特币挖矿机产品上使用 “雷神” 的品牌名称。
B. Highsharp shall, upon signing of this Agreement, deliver to the Joint Ventures, a file of milestones with detailed description for the Thor Bitcoin Mining Machine project, for the purpose of allowing Sino-Global to learn the Bitcoin Mining Machine project progress and schedule to date.
C. The Joint Venture shall file the application for utility patent in the United States with USPTO pursuant to the United States patent laws and PCT (Patent Cooperation Treaty).
D. Highsharp shall, in good faith, and in a professional manner, work independently towards the modification and the integration of the technical resources to contribute the best design and give the best innovative ideas on the Thor Bitcoin Mining Machine. The final engineering design of the Bitcoin Mining Machine will be made after the collaborative work completed by the engineers from Highsharp.
E. Sino-Global will utilize all resources available to aid in the Thor Bitcoin Mining Machine 's design modifications, construction, testing and integration. Sino-Global will assume all expenses of work performed in the United States under the Joint Venture. The total estimated investment from Sino-Global is Fifty Million US Dollars ($50,000,000.000).
E. Sino-Global将利用所有可用资源协助雷神比特币挖矿机的设计修改、施工、测试和集成。Sino-Global将承担合资公司在美国执行工作的所有费用。Sino-Global 预计投资五千万美元。
F. Both parties acknowledges that the Thor Bitcoin Mining Machine is a proprietary design, regulated by the United States Patent Act, and being developed under a Joint Venture Agreement. Highsharp warrants and represents to Sino-Global that Highsharp will not interfere or infringe upon any patents or other intellectual property rights owned by and the Joint Venture. No party shall use the licensed technology without the prior written consent of all parties under a formal license agreement.
G. All intellectual property rights of the Thor Bitcoin Mining Machine shall be owned by the Joint Venture including without limitation any modifications and improvements thereof.
H. For the furtherance of the purpose of this Strategic Alliance and the performance of the obligations thereunder by both parties, Sino-Global, and Highsharp intend to establish a Joint Venture in United States under the law of the State of Delaware and agree to enter into a Joint Venture Agreement. The Joint Venture shall be exclusively licensed to manufacture, market and sell the Thor Bitcoin Mining Machine in any country.
H. 考虑到本战略联盟的执行以及各方在本协议项下的参与和履行，Sino-Global 和高锐电子计划根据特拉华州法律在美国成立合资企业并共同签署合资协议。合资公司将拥有在任何国家制造、推广和销售雷神比特币挖矿机的独家许可。
J. The parties acknowledges and agree that：
(a) The Thor Bitcoin Mining Machine is composed of multiple components.
(b) Highsharp provides high-performance computing chips to the Joint Venture as a supplier.
(c) The intellectual property rights of the chips are independently owned by Highsharp.
(d) The overall design, production technology and brand (intellectual property rights) of the mining machine belong to the joint venture.
(e) As a supplier of the high-performance computing chips, Highsharp gives priority to the Joint Venture’s demands and products at the same price, and guarantees that the product price is competitive in the market.
(f) Highsharp will be the exclusive designated supplier of high-performance computing chips for the Joint Venture. Separate purchase agreement shall be signed between the Joint Venture and Highsharp. The quantity and all other details of the purchasing shall be determined based on actual business volume of the Joint Venture.
(g) Under the current manufacture and supply chain situation, the overall cost of the computing power server for Thor Bitcoin mining machine shall be less than Four Thousand and Five Hundred US Dollars ($4,500.00) per Unit. If there is any change on the computer power server’s manufacture and supply chain about the Thor Bitcoin Mining Machine, Highsharp shall promptly notify Sino-Global in writing and obtain the consent of the Sino-Global.
Highsharp shall promptly notify Sino-Global in writing and obtain the consent of the Sino-Global.
(h) In the event of the Joint Ventures unable to sell the Thor Bitcoin Mining Machine to the market under any circumstances or for any reason，Highsharp agree that Highsharp or a third party appointed by Highsharp to purchase the unsold computing power server herein as the original price on delivery.
(g) 在目前的制造和供应链情况下，雷神比特币挖矿计算机算力服务器的总成本应低于每台四千五百美元 ($4,500.00) 。若雷神比特币挖矿机计算机算力服务器的制造和供应链发生任何变化，Highsharp应及时以书面形式通知中环球并获得Sino-Global的同意。
ARTICLE 2. MANAGEMENT.
Each Party shall appoint a manager, officer or other senior employees to be responsible for the overall execution of this Agreement.
ARTICLE 3. CONFIDENTIAL INFORMATION.
Both Parties acknowledge and agree that in the course of the performance contemplated hereunder or providing additional services pursuant to this Agreement, any party can obtain or possess c confidential information of Thor Bitcoin Mining Machine which may contain trade secrets, proprietary data or other confidential material of other parties. Any materials used in this agreement shall not be altered or changed without the consent of both parties. All the information acquired in connection to this Agreement are confidential between both parties and shall not be disclosed to any third party. Any disclosure in violation of the confidentiality clause shall be deemed an automatic breach of this Agreement.
ARTICLE 4. TRADE NAME，TRADEMARK AND COPYRIGHTS.
Except as expressly provided herein, this Agreement does not grant the party any ownership or other rights to any other party’s trade name, patents, trademarks or copyrights.
ARTICLE 5. INDEMNIFICATION.
Each Party, at its own expense, shall indemnify, defend and hold the other Party, its partners, shareholders, directors, officers, employees, and agents harmless from and against any and all third-party suits, actions, investigations and proceedings, and related costs and expenses resulting solely and directly from the indemnifying party’s negligence or willful misconduct. No party shall be required hereunder to defend, indemnify or hold harmless the other Party and their partners, shareholders, directors, officers, employees and agents, or any of them, from any liability resulting from the negligence or wrongful acts of the party seeking indemnification of any third-party. Both Parties agree to give the other Party prompt written notice of any claim or other matter as to which it believes this indemnification provision is applicable. The indemnifying party shall have the right to defend against any such claim with counsel of its own choosing and to settle and/or compromise such claim as it deems appropriate. Both parties further agree to cooperate with the other Party in the defense of any such claim or other matter.
双方应独立承担赔偿责任并保护其他两方、其合伙人、股东、董事、管理人员、雇员和代理在因其疏忽或无意不当行为直接或间接造成任何第三方损害并被起诉、诉讼、调查和判决时造免受伤害。本协议中的任何一方均无需为其他两方和其合伙人、股东、董事、高级职员、雇员和代理人或其他相关人员因疏忽或不当行为引起的任何第三方诉讼及索赔承担赔偿责任。各方同意就其认为适用本赔偿条款的任何索赔或其他事项及时向其他两方发出书面通知。 责任方应有权选择的律师抗辩任何此类第三方提起的索赔诉讼，并在其认为合适的情况下解决和/或处理。 双方均同意在任何此类索赔或其他事项进行诉讼辩护中配合责任方共同防御。
ARTICLE 6. NON-SOLICITATION OF PERSONNEL.
Both parties agree that within the term of this agreement and within six (6) months after the expiration or termination of this agreement, no employee or independent contractor of each party shall be hired as an employee or as an independent contractor in any way by another Party, unless the parties agree in writing.
ARTICLE 7. INTELLECTUAL PROPERTY.
Work performed on engagements pursuant to this Agreement by both parties and information, materials, products and deliverables developed in connection with engagements pursuant to this Agreement shall be the property of the Joint Venture. All underlying methodology utilized by any party respectively which was created and/or developed by and after the date of this Agreement and utilized in the course of performing engagements pursuant to this Agreement shall be the property of the Joint Venture.
Both parties acknowledge and agree that Highsharp has independently conducted research and development of the computing chips before the signing of this Agreement.
Highsharp independently owns all intellectual property rights of the computing chips.
ARTICLE 8. ENTIRE AGREEMENT.
This Agreement together with all documents incorporated by reference herein, constitutes the entire and sole agreement among both parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations, understandings, or other matters, whether oral or written, with respect to the subject matter hereof. This Agreement cannot be modified, changed or amended, except for in writing signed by a duly authorized representative of both parties.
In the event of any conflict, ambiguity or inconsistency between this Agreement and any other document which may be annexed hereto, the terms of this Agreement shall govern. No party shall assign or delegate this Agreement or any rights, duties or obligations hereunder to any other person and entity without prior express written approval of the other party.
ARTICLE 9. SEVERABILITY.
If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
ARTICLE 10. NOTICES ELECTRONIC COMMUNICATIONS PERMITTED.
Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail, air mail, to the addresses of the relevant Parties set out at the head of this Agreement, or to the relevant email addresses set out below. Email addresses may be changed from time to time by one party notify to the other party in accordance with this clause. Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail), or next working day after sending (in the case of e-mail).
The relevant contact information for the Parties are as follows:
Attn: Ms. Jing Shan
Address: 98 Cutter Mill Rd Suit 322, Great Neck, NY11021
Tel: +1 ###-###-####
Attn: Yanfei Luo
Address: 中国广东省深圳市南山区沙河西路深圳湾科技生态园2C 5层
地址: 98 Cutter Mill Rd Suit 322, Great Neck, NY11021
电话: +1 ###-###-####
地址: 中国广东省深圳市南山区沙河西路深圳湾科技生态园2C 5层
电话: +86 ###-###-####
ARTICLE 11. GOVERNING LAW.
All future agreement of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to its conflict of law principles.
ARTICLE 12. PARAGRAPH HEADINGS.
The paragraph headings set forth in this Agreement are for the convenience of the parties, and not for defining, limiting or describing the scope or intent of this Agreement, nor are they legally binding.
ARTICLE 13. COUNTERPARTS.
This Agreement may be executed in two or more copies, each copy shall be deemed the original, all copies shall constitute one and the same instrument.
ARTICLE 14. EXHIBITS.
The Exhibits attached hereto are made a part of this Agreement as if fully set forth herein.
IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have caused this Agreement to be executed as of the date first written above.
|Sino-Global Shipping America Ltd. || ||Shenzhen Highsharp Electronic Ltd.|
| || ||深圳高锐电子有限公司|
| || || || || |
|By： ||/s/ Lei Cao || ||By: ||/s/ 杨烁|
|Title： ||Chief Exclusive Officer || ||Title: ||法人代表及执行董|