1. DEFINITIONS.

The following terms will have the meanings set forth in this Clause 1 when used in this Agreement.

1. “Acceptance” is defined in Clause 4.1 (Acceptance) below.
2. “Statement of Work” or “SOW” means a document executed by authorized representatives of each party which defines the scope of work and deliverables, as well as the timelines for a particular project. 
3. “Confidential Information” is defined in Clause 6 (Confidentiality) below.
4. “Data Incident” means unauthorized disclosure or exposure of Project Data.
5. “Deliverable” means software, report, or other deliverable created pursuant to a Statement of Work.
6. “On-Premise Software” means software that a Statement of Work calls on Vendor to provide for Customer’s reproduction and other use. For the avoidance of doubt, On-Premise Software does not include SaaS, though On-Premise Software may interface with SaaS.
7. “Project Data” means all information processed or stored on computers or other electronic media by Customer or on Customer’s behalf, or provided to Vendor for such processing or storage, as well as any information derived from such information. Project Data includes, without limitation: (a) information on paper or other non-electronic media provided to Vendor for computer processing or storage, or information formerly on electronic media; (b) information provided to Vendor by Customer’s customers or other users or by other third parties; and (c) personally identifiable information from such customers, users, or other third parties, including from Customer’s employees.
8. “Professional Services” means professional services that a Statement of Work calls on Vendor to provide. For the avoidance of doubt, Professional Services do not include SaaS.
9. “SaaS” means a software-as-a-service that a Statement of Work calls on Vendor to host (directly or indirectly) for Customer’s use. For the avoidance of doubt, SaaS does not include Professional Services or On-Premise Software.
10. “Purchase Order” or “PO” means a document which has been executed by the authorized representatives of each party and any attachments to the PO, including the SOW and Quotation, and which incorporates these Terms and Conditions.
11. “Quotation” means a document setting out the fees and the costs payable by the Customer to the Vendor for products and/or services provided.
12. “Specifications” refers to such technical and functional specifications for On-Premise Software, SaaS, and/or Deliverables as are included or referenced in a SOW

2. ADDENDUMS.

1. Each SOW incorporates these Terms and Conditions, which form a part of the SOW.
2. No change in the scope of work, fee arrangements, or other provisions of an SOW will be effective unless and until each party accepts such change through a written change order. 
3. In the event of a conflict between the SOW and these terms and conditions, the terms of the SOW will prevail. 

3. PRODUCTS, SERVICES & FEES

1. Products & Services. Vendor shall provide to Customer such On-Premise Software, SaaS, Deliverables, Professional Services, and other products and services as are set forth in the SOW.
2. Fees. Customer shall pay Vendor the fees set out under the PO. Unless the PO specifically provides otherwise, undisputed invoices will be due and payable 60 days from receipt by Customer. Customer will not be required to pay any fees not specifically listed and agreed in the PO, including without limitation compensation for employee overtime charges.
3. Responsibility for Taxes. Vendor is responsible for paying all taxes, including Goods and Services Tax and any other taxes, charges, fees, additions to tax, interest, and penalties that may be assessed, imposed, or incurred as a result of the fees paid pursuant to the PO.

4. ACCEPTANCE & REJECTION.

1. Acceptance. “Acceptance” occurs upon (a) written notice of acceptance of On-Premise Software, SaaS, or Deliverables from Customer or (b) 45 days after Vendor has completed and notified Customer in writing of (as applicable) full installation, implementation, and customization, including completion of related Professional Services, if Customer has not first given written notice of rejection. No On-Premise Software, SaaS, or Deliverable will be deemed accepted until Acceptance. 
2. Rejection. Except as set forth in the applicable PO: (a) Customer shall not reject On-Premise Software, SaaS, or Deliverables for any reason other than failure to comply with applicable Specifications; and (b) if Customer rejects On-Premise Software, SaaS, or a Deliverable, Vendor shall promptly repair it so that it meets its Specifications and redeliver it to Customer.

5. INDEPENDENT CONTRACTOR.

1. Independent Contractor Status; No Benefits. Customer and Vendor acknowledge and agree that Vendor will serve as an independent contractor and that no Vendor employee or contractor will be an employee of Customer. Vendor will be responsible for all employment rights and benefits of Vendor employees, including without limitation: (a) all statutory employee contributions and entitlements; (b) workers’ compensation, health benefits, vacation pay, holiday pay, profit sharing, retirement, pension, disability benefits, and other health and welfare benefits, plans, or programs; and (c) insurance.
2. No Agency. Vendor will not have any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of Customer, or to bind Customer in any manner, and shall not make any contrary representation. Without limiting the generality of the foregoing, Vendor will have no right or authority to accept service of legal process on behalf of Customer.

6. CONFIDENTIALITY.

1. Confidential Information. “Confidential Information” includes the following items Customer discloses to the Vendor: (a) any document Customer marks “confidential”; (b) any information Customer orally designates as “confidential” at the time of disclosure; (c) and Customer’s customers personal data, Circles-X code and related information, whether or not marked “confidential.”; (d) any other nonpublic, sensitive information Vendor should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Vendor’s possession at the time of disclosure; (ii) is independently developed by Vendor without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Vendor’s improper action or inaction; or (iv) is approved for release in writing by Customer. Vendor is on notice that the Confidential Information may include Customer’s valuable trade secrets. 
2. Nondisclosure. Vendor shall not use Confidential Information for any purpose other than to facilitate the provision of products and services to Customer pursuant to the PO. Vendor: (a) shall not disclose Confidential Information to any employee or contractor of Vendor unless such person needs access for such purpose and, in the case of Vendor’s employees and contractors, is subject to a nondisclosure agreement with Vendor/Vendor with terms no less restrictive than those of this Agreement; and (b) shall not disclose Confidential Information to any other third party without Customer’s prior written consent. Without limiting the generality of the foregoing, Vendor shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Vendor shall promptly notify Customer of any misuse or misappropriation of Confidential Information that comes to Vendor’s attention. Notwithstanding the foregoing, Vendor may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Vendor shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense. 
3. Non-Solicitation. During the Term and for a period of three (3) years thereafter, Vendor shall not (and shall procure its affiliates and/or related entities to not), whether directly or indirectly, through its directors, executives and/or employees, interfere with Customer’s relationship with, or endeavor to entice away from Customer, any person who, during the Term, was an employee or customer of Customer or otherwise had a material business relationship with Customer, without the prior written consent of Customer. The Vendor acknowledges that a breach of this clause would allow Customer the right to claim damages against the Vendor. This clause is not subject to any limitation of liability provisions under these terms and conditions.
4. Termination & Return. The obligations of Clause 6.2 above (Nondisclosure) will terminate 4 years after disclosure of the Confidential Information in question; provided that such obligations related to Confidential Information constituting Customer’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of PO, Vendor shall return all copies of Confidential Information to Customer or certify, in writing, the destruction thereof.
5. Retention of Rights. This PO does not transfer ownership of Confidential Information or grant a license thereto, unless this PO specifically provides to the contrary. Customer will retain all right, title, and interest in and to all Confidential Information.

7. DATA MANAGEMENT & SECURITY.

Vendor recognizes and agrees that: (a) Project Data is valuable property of Customer; (b) Project Data includes trade secrets of Customer; (c) Project Data is an original compilation pursuant to copyright law; and (d) Customer has dedicated substantial resources to collecting, managing, and compiling Project Data. Vendor recognizes and agrees that Project Data may contain personal data, personally identifiable information, or other private information, even if the presence of such information is not labeled or disclosed. The provisions below of this Clause 7 apply only if Vendor receives access to Project Data. 

1. Data Management. 
   
   1. Access, Use, & Legal Compulsion. Unless it receives Customer’s prior written consent, Vendor: (i) shall not access, process, or otherwise use Project Data other than as necessary to perform as required in this PO; (ii) shall not give any of its employees access to Project Data except to the extent that such individual needs access to facilitate the provision of products and services to Customer pursuant to this PO and is subject to a reasonable written agreement with Vendor protecting such data, with terms reasonably consistent with those of this Clause 7.1 (Data Management) and of Clause 7.2 (Data Security) below; and (iii) shall not give any third party access to Project Data, including without limitation Vendor’s other customers, except subcontractors subject to Clause 7.1(d) below. Notwithstanding the foregoing, Vendor may disclose Project Data as required by applicable law or by proper legal or governmental authority. Vendor shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.
   2. Customer’s Rights. Customer possesses and retains all right, title, and interest in and to Project Data, and Vendor’s use and possession thereof is solely on Customer’s behalf. Customer may access and copy any Project Data in Vendor’s possession at any time, and Vendor shall reasonably facilitate such access and copying promptly after Customer’s request. The parties recognize and agree that Vendor is a bailee for hire with respect to Project Data.
   3. Handling, Retention, & Deletion. In its handling of Project Data, Vendor shall observe the Customer’s personal data protection policies, including without limitation provisions regarding retention and deletion of Project Data. Customer may revise either such policy by providing new written versions to Vendor; provided Vendor is not required to accept any such revision without reasonable additional compensation if it materially increases Vendor’s obligations. Except as permitted in such policy, Vendor shall not erase Project Data, or any copy thereof, without Customer’s prior written consent and shall follow any written instructions from Customer regarding retention and erasure of Project Data. Unless prohibited by applicable law, Vendor shall purge all systems under its control of all Project Data at such time as Customer may request. Promptly after erasure, Vendor shall certify such erasure to Customer in writing. In purging or erasing Project Data as required by this Agreement, Vendor shall leave no data recoverable on its computers or other media, to the maximum extent commercially feasible. Finally, Vendor shall not transfer Project Data outside Singapore (the “Approved Region”) without Customer’s prior written consent. Vendor’s obligations set forth in this Clause (without limitation) apply likewise to Vendor’s successors, including without limitation any trustee in bankruptcy.
   4. Subcontractors. Vendor shall not permit any subcontractor to access Project Data except to the extent that such subcontractor needs access to facilitate the provision of products and services to Customer pursuant to this Agreement and is subject to a written contract with Vendor protecting the data, with terms reasonably consistent with those of this Clause 7.1 (Data Management) and of Clause 7.2 (Data Security), specifically including without limitation terms consistent with those of Clause 7.1(a)(ii) above as applied to subcontractor employees. Vendor shall exercise reasonable efforts to ensure that each subcontractor complies with all of the terms of this Agreement related to Project Data. As between Vendor and Customer, Vendor shall pay any fees or costs related to each subcontractor’s compliance with such terms, including without limitation terms in Clause 7.2 (Data Security) below governing audits and inspections.
   5. Applicable Law. Vendor shall comply with all applicable laws and regulations governing the handling of Project Data and shall not engage in any activity related to Project Data that would place Customer in violation of any applicable law or regulation.
2. Data Security. In addition to the requirements below of this Clause 7.2, Vendor shall exercise commercially reasonable efforts to prevent unauthorized exposure or disclosure of Project Data and shall observe any data security procedures set forth in the applicable PO. 
   
   1. DataSec Program. Vendor shall maintain, implement, and comply with a written data security program (the “DataSec Program”) that requires commercially reasonable policies and procedures to ensure compliance with this Clause 7.2 and with Clause 7.1 above (Data Management). The DataSec Program’s policies and procedures will contain administrative, technical, and physical safeguards, including without limitation: (i) guidelines on the proper disposal of Project Data after it is no longer needed to carry out the purposes of the Agreement; (ii) access controls on electronic systems used to maintain, access, or transmit Project Data; (iii) access restrictions at physical locations containing Project Data; (iv) encryption of electronic Project Data; (v) dual control procedures; (vi) testing and monitoring of electronic systems; and (vii) procedures to detect actual and attempted attacks on or intrusions into the systems containing or accessing Project Data. Vendor shall review the DataSec Program and all other Project Data security precautions regularly, but no less than annually, and update and maintain them to comply with applicable laws, regulations, technology changes, and best practices.
   2. Employee Background Checks. Vendor shall not allow any of its employees or subcontractor personnel to access Project Data except to the extent that such individual has received a clean report with regard to each of the following: (i) verifications of education and work history; and (ii) a Certificate of No Criminal Conviction.
   3. Audits & Testing.
      
      1. Vendor shall annually conduct its own internal security audit and address security gaps in compliance with its security policies and procedures, including without limitation the DataSec Program.
      2. If requested by Customer, Vendor shall, on a quarterly basis: (A) permit security reviews (e.g., intrusion detection, firewalls, routers) by Customer on systems storing or processing Project Data and on Vendor policies and procedures relating to the foregoing; and (B) permit unannounced inspection of any or all security processes and procedures during the term of this Agreement, including without limitation penetration tests, provided Vendor is not required to permit any review or inspection that may compromise the security of Vendor’s other customers or of their data.
      3. Any report or other result generated through the tests or audits required by this Clause 7.2(c) will be Vendor’s Confidential Information. If any audit or test referenced above uncovers deficiencies or identifies suggested changes in Vendor’s performance of the Services, Vendor shall exercise reasonable efforts promptly to address such identified deficiencies and suggested changes, including without limitation by revising the DataSec Program.‍
   4. Data Incidents. Vendor shall implement and maintain a program for managing actual or suspected Data Incidents. In the event of a Data Incident, or in the event that Vendor suspects a Data Incident, Vendor shall (i) promptly notify Customer by telephone or in person and (ii) cooperate with Customer and law enforcement agencies, where applicable, to investigate and resolve the Data Incident, including without limitation by providing reasonable assistance to Customer in notifying injured third parties. The provisions of this Clause 7.2(d) do not limit Customer’s other rights or remedies, if any, resulting from a Data Incident.

8. RIGHT TO AUDIT.

Customer may: (A) audit during normal business hours Vendor’s records pertaining to the performance of this Agreement, regardless of the manner or form in which Vendor maintains such records, provided such audit will not unduly interfere with Vendor’s business operations; (B) employ a third party consultant or auditor to assist in such audit; (C) exercise this audit right until one year after termination of this Agreement; and (D) withhold any payment for Vendor’s services until Vendor complies with any request by Customer to audit Vendor’s records. Vendor may designate any records referenced in the preceding sentence as its Confidential Information and may require that the third party auditor or consultant described in the preceding sentence execute a nondisclosure agreement with terms consistent with those of Clause 6 above (Confidentiality).

9. VENDOR’S WARRANTIES.

1. Right to Contract & Disclose. Vendor represents and warrants that it has and will have full power and authority to enter into and fully perform this Agreement, including all POs, and that no agreement or understanding with any other person or other entity exists or will exist that would interfere with Vendor’s obligations under this Agreement. Vendor further represents and warrants that Vendor’s disclosure of information to Customer in connection with this Agreement will not contravene any obligations of Vendor to a third party.
2. Preexisting Confidential Information. Vendor represents and warrants that it has, before the Effective Date, maintained confidential and secret any Confidential Information as required by Clause 6 above and protected any Project Data as required by Clause 7 above.
3. Intellectual Property. Vendor represents and warrants that neither the Professional Services nor any On-Premise Software, SaaS, or Deliverable will infringe a patent, copyright, trade secret, or other intellectual property right of any third party, and that it has and will maintain the full power and authority to grant the intellectual property rights set forth in this Agreement without the further consent of any third party, including without limitation Vendor’s employees and contractors. Where the use of any portion of a Deliverable, On-Premise Software, or SaaS is enjoined, Vendor shall, at its own expense: (a) procure for Customer the right to continue use of the Deliverable, On-Premise Software, or SaaS; (b) replace the Deliverable, On-Premise Software, or SaaS with a non-infringing version of comparable functionality; or if Customer consents in writing, (c) issue a full refund of fees paid pursuant to such PO. The preceding sentence does not limit any Customer right to recover fees paid pursuant to other POs where products or services provided thereunder are compromised or of reduced value as a result of the breach of warranty.
4. No Viruses. Vendor represents and warrants that the Deliverables, On-Premise Software, SaaS, and any other software used or provided by Vendor, as well as any media used to distribute or support them, will contain no viruses or other computer instructions or technological means intended to disrupt, damage, or interfere with the use of computers or related systems.
5. Disclaimer. Except as specifically set forth in this Agreement or in a PO, Vendor offers no warranties of any kind, express or implied, including without limitation implied warranties of merchantability or fitness for a particular purpose. Vendor hereby waives any obligation of Customer under applicable law to hold Vendor harmless against claims of infringement or the like arising out of compliance with Customer specifications.

10. INDEMNITY.

Vendor shall indemnify, defend, and hold harmless Customer (including its officers, directors, parents, subsidiaries, agents, insurers, successors, assigns, and shareholders) harmless against any claim, suit, or proceeding arising out of, related to, or alleging any of the following (the “Indemnified Claims”): (A) infringement of any patent, copyright, trade secret, or other intellectual property right by any Deliverable, On-Premise Software, or SaaS or by the Professional Services; (B) a Data Incident; or (C) the injury to or death of any individual, or any loss or damage to real or tangible personal property, caused by Vendor or any of its agents, employees, or contractors during or related to performance pursuant to this Agreement. Vendor’s obligations set forth in the preceding sentence include, without limitation, retention and payment of lawyers and settlement at Vendor’s expense, payment of judgments, or both. Notwithstanding the foregoing, to the extent that a claim, suit, or proceeding arises out of Customer’s breach of this Agreement, it does not constitute an Indemnified Claim. Customer will have the right to approve the terms of any settlement or compromise of an Indemnified Claim that restricts its rights granted under this Agreement or subjects it to any ongoing obligations. Customer has no obligation to indemnify, defend, or hold harmless Vendor, including without limitation for any claim arising out of or related to Vendor’s compliance with Specifications provided by Customer.

11. LIMITATION OF LIABILITY.

In no event will either party be liable to the other for any of the following, arising out of or related to this agreement: (a) lost profits or loss of business or any consequential, indirect, special, incidental, or punitive damages; or (b) any amount in excess of 2 times the aggregate fees payable (both paid and due) to Vendor pursuant to this agreement as of the date of the incident giving rise to the liability, or if such incident occurs less than 1 year after the effective date, 2 times the estimated fees payable to Vendor during the first year of the PO. The limitations of liability set forth in this Clause 11 apply regardless of the form of action, whether in contract, tort, strict product liability, or otherwise, even if the party to be charged was advised in advance of the possibility of such damages and even if such damages were foreseeable. Liabilities limited by this Clause 11 include, without limitation, liability for negligence. Notwithstanding the foregoing, the Provisions of this Clause 11 do not apply to: (1) obligations or liabilities set forth in Clause 6 (Confidential Information) or 10 (Indemnity) of this Agreement; (2) any obligation of either party to pay or reimburse fees or to reimburse expenses, to the extent that this Agreement specifically calls for such payment or reimbursement; or (3) claims for attorney’s fees and other litigation costs either party becomes entitled to recover as a prevailing party in any action.

12. INSURANCE.

During the term of the PO and for one year thereafter, Vendor shall maintain in full force and effect: (A) commercial general liability insurance covering personal injury and property damage, including without limitation contractual liability, with limits of at least S$1 million per occurrence and S$5 million in the aggregate; and (B) cyber liability insurance covering cyber security incidents and data breaches, with a limit of at least S$3 million per occurrence. 

1. Policies. Vendor shall maintain all such insurance with carriers rated A or better by Standard & Poors. The insurance policies required pursuant to this Clause 12 will stipulate that they are primary insurance and that no insurance policy or self-insurance program of Customer will be called upon to contribute.
2. Certificates. Before provision of products or services, and from time to time thereafter upon renewal of any such policy of insurance, Vendor shall provide Customer with certificates of insurance evidencing the above coverages and naming Vendor as certificate holder entitled to 30 days’ written notice following any cancellation, reduction, or change in coverage.

13. TERM & TERMINATION.

The term of this Agreement will continue until terminated as set forth in this Clause 13.

1. Breach. Either party may immediately terminate this Agreement, and Customer may immediately terminate a PO, if the other Party commits a material breach of this Agreement which is incapable of remedy or where capable of remedy, not rectified within 30 days after notice from the other specifying the breach and requiring rectification of the same.
2. Insolvency. Either Party may terminate a PO for cause by written notice, without opportunity to cure, in the event that: (a) the other Party fails to function as a going concern; (b) a receiver, trustee, or other custodian for the other Party or its assets is appointed, applied for, or consented to; (c) the other Party becomes insolvent or unable to pay its debts as they mature in the ordinary course; (d) the other Party makes an assignment for the benefit of creditors; (e) the other Party is liquidated or dissolved; or (f) any proceedings are commenced by or against the other Party under any bankruptcy, insolvency, or debtor’s relief law and not dismissed within 60 days.
3. Convenience. Customer may terminate a PO for any reason or no reason on 30 days’ written notice.
4. Survival & Data Return. The following provisions of this Agreement will survive any expiration or termination of this Agreement or a PO: Clauses 6, 7.1, 7.2 (to the extent, if any, that Vendor retains Project Data), 8, 10, 11, 12, 21.2, 23, and 25, as well as any provision that must survive to fulfill its essential purpose. Furthermore, a grant of property or intellectual property rights to Customer that by its terms continues for longer than the duration of this Agreement or a PO will survive expiration or termination of this Agreement or a PO, except termination for Customer’s breach of its obligations to pay for such property or rights. Promptly after termination or expiration of an SOW or of a PO, Vendor shall return to Customer all Project Data and all other Customer data in such format as Customer may reasonably require and permanently erase all copies thereof; provided the terms of a PO may alter the requirements of this sentence.

14. MISCELLANEOUS.

1. Non-Exclusive Agreement. Customer acknowledges that Vendor may engage in other business activities during the term of a PO and may be employed or retained by others. Vendor acknowledges that Customer enters into similar agreements with parties other than Vendor for products and services the same as or similar to those Vendor provides. Customer from time to time may employ other parties, including without limitation Vendor’s competitors, to assist with projects set forth in a PO or similar projects.
2. No Publicity. Vendor shall not: (a) use Customer’s name or trademarks (including the names or trademarks of Customer’s subsidiaries, affiliates, divisions, or products) in any form of publicity; or (b) release to the public any information relating to the products or services provided to Customer under this PO, or to otherwise disclose or advertise that Vendor has entered into this PO, except with Customer’s prior written approval.
3. Injunction. Each Party agrees that breach of Clause 6 above (Confidentiality), or Vendor’s breach of Clause 7 above (Data Management & Security), would cause the non-breaching party irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the injured party will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
4. Bankruptcy Rights. The rights and licenses granted to Customer in Clauses 15 (License, Subscription, & Software/SaaS Addendums) and 21 (Deliverables) of this Agreement (the “License Provisions”) are licenses to “intellectual property” rights. If Vendor is subject to any bankruptcy proceedings, and Vendor as debtor in possession or its trustee in bankruptcy rejects this Agreement, Customer may, retain any and all rights granted to it under the License Provisions to the maximum extent permitted by law. This Clause 14.4 will not be construed to limit or restrict any right or remedy not set forth in this Agreement, including without limitation the right to retain any license or authority this Agreement grants pursuant to any provision other than the License Provisions.
5. Return of Property. Upon Customer’s request or upon termination of a PO, Vendor shall return to Customer all Customer property placed in Vendor’s possession or control pursuant to such PO.
6. Waiver. Neither Party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
7. Notices. Notices pursuant to this Agreement will be sent to the addresses below and will be deemed received upon the earlier of (a) for a notice delivered personally or by mail, upon actual receipt or (b) for notice delivered by electronic mail, if sent during normal business hours, then at the time of sending and if sent outside normal business hours then on the next following business day.
   
   Notices to Customer shall be addressed to:
   Email: legal@circles.asia
   Address: 63 Alexandra Terrace, #06-18, Harbourlink Innohub, Singapore 119937
   Attention: Legal 
   
   Notices to Vendor shall be addressed to:
   Email: [●]
   Address: [●]
   Attention: _____________
   
   Either Party may revise its address for notices by notice given pursuant to this Clause 14.7.
8. Interpretation. This Agreement will be construed as a whole according to the fair meaning of its language and, regardless of who is responsible for its original drafting, will not be construed for or against either Party.
9. Severability. If a court of competent jurisdiction rules that a provision of this Agreement is unenforceable, such provision will be deemed modified to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will continue in full force and affect.
10. Governing Law and Dispute Resolution. This Agreement shall be governed by the laws of Singapore. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
    
    The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator(s). The language of the arbitration shall be English.
    
    The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms. This Clause 14.10 governs all claims arising out of or related to this Agreement, including without limitation tort claims.
11. Assignment. Vendor shall not assign this Agreement or any of its rights or obligations hereunder without Customer’s prior written consent. Subject to the preceding sentence, this Agreement will inure to the benefit of the parties’ successors and assigns.
12. Entire Agreement; Modification. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

Clauses 15 through 18 below apply only if the parties execute a Software/SaaS Addendum.

15. LICENSE, SUBSCRIPTION, & SOFTWARE / SAAS ADDENDUMS.

Customer’s license to On-Premise Software and its rights to SaaS are set forth in the applicable PO. If the PO does not list such license or rights, Vendor hereby grants Customer: (a) a license to reproduce, modify, and otherwise use the On-Premise Software, under Vendor’s copyrights and other intellectual property rights; and (b) a subscription to access and use the SaaS. The license and subscription in the preceding sentence grant rights no less than is consistent with the goals and requirements of the PO.

16. SERVICE LEVELS & MAINTENANCE.

1. On-Premise Software Maintenance. Except to the extent that a PO provides to the contrary:
   
   1. Maintenance. During the term of this Agreement, Vendor shall maintain the On-Premise Software and SaaS so that they perform in material compliance with their Specifications. 
   2. Updates & Upgrades. During the term of this Agreement, Vendor shall provide Customer with copies of all new versions, updates, and upgrades of the On-Premise Software (collectively, “Upgrades”), without additional charge, promptly after commercial release. Upon delivery to Customer, Upgrades will become part of the On-Premise Software and will be subject to the license and other terms of this Agreement applicable to such On-Premise Software.
2. SaaS SLA. Except to the extent that a PO provides to the contrary:
   
   1. SLA. During the term of this Agreement, Vendor shall maintain the SaaS so that it performs according to its Specifications during 99.999% of each calendar month.
   2. Updated SaaS: Vendor shall ensure that SaaS receives all updates and upgrades Vendor provides to its customers generally.

17. TIMING OF MAINTENANCE FEES & SAAS SUBSCRIPTIONS.

Notwithstanding any provision of a PO to the contrary: (A) no fees for maintenance of On-Premise Software or SaaS, including without limitation for Upgrades (as defined in Clause 16.1(b) above), will accrue before Go-Live (as defined below); and (B) no period before Go-Live will be counted against the time covered by any maintenance period. Unless the applicable PO provides to the contrary, no fees for use of SaaS will accrue before Go-Live, and no period before Go-Live will be counted against the time covered by any SaaS subscription fees. This Clause 17 limits the potential periods of maintenance and of SaaS subscriptions and will not be construed to extend or otherwise define such periods. “Go-Live” refers to the earlier of Acceptance of the On-Premise Software or SaaS or Customer’s first use of the On-Premise Software or SaaS in production, other than a beta use or test.

18. FUNCTIONALITY & RELATED WARRANTIES.

Except to the extent that a PO provides to the contrary:

1. On-Premise Software Warranties. Vendor represents and warrants that the On-Premise Software will materially conform to its Specifications for 1 year following Acceptance. In the event of breach of the warranty in this Clause 18.1 (and without limiting any other right or remedy of Customer), Vendor shall promptly repair the On-Premise Software or replace it with software of substantially similar functionality, or if the foregoing fails after reasonable efforts and Customer so requests, refund all fees paid pursuant to this Agreement for such On-Premise Software. The preceding sentence: (a) does not limit any Customer right to recover fees paid pursuant to other Addendums where products or services provided thereunder are compromised or of reduced value as a result of the breach of warranty; and (b) does not limit any maintenance commitments set forth in Clause 16.1(a) above or in a PO.
2. SaaS Warranties. Vendor warrants that the SaaS will materially conform to its Specifications The preceding sentence: (a) does not limit any Customer right to recover fees paid pursuant to other Addendums where products or services provided thereunder are compromised or of reduced value as a result of the breach of warranty; and (b) does not limit any service level commitments set forth in Clause 16.2(a) above or in a PO.
3. Supporting Services. Vendor represents and warrants that it will provide any service that supports On-Premise Software or SaaS, including without limitation maintenance services, in a professional and workmanlike manner.

19. PROJECT MANAGERS.

In its performance of Professional Services, Vendor shall report to Customer’s Project Manager (as defined below) or his or her designee. Vendor shall ensure that its Project Manager is available to meet with Customer’s Project Manager or designee at such times as Customer may reasonably request. (Each party’s “Project Manager” shall refer to the person identified in the relevant PO, or such other replacement as the Party may designate in writing.)

20. REIMBURSABLE EXPENSES.

Except to the extent that a PO specifically provides to the contrary: (A) Customer shall reimburse Vendor for reasonable out-of-pocket expenses incurred by Vendor employees and contractors involved in provision of the Professional Services, provided Customer specifically authorized each expense or range of expense in advance in writing; (B) Customer will not be required to reimburse Vendor for any air travel other than coach (or its cost equivalent class); and (C) Vendor shall provide, at its sole cost and expense, all equipment required for it to provide the Professional Services.

21. DELIVERABLES.

Except to the extent that a PO specifically provides to the contrary:

1. Deliverables that become On-Premise Software or SaaS. If a PO includes one or more SOWs, a PO may provide that a Deliverable becomes part of the On-Premise Software or the SaaS. In such case, the Deliverable will become part of the On-Premise Software or SaaS upon Acceptance, and from that point such Deliverable will be subject to the intellectual property rights, warranties, and other terms related to such On-Premise Software or SaaS in the relevant SOW and elsewhere in this Agreement.
2. Other Deliverables; License. If a Deliverable does not become part of the On-Premise Software or SaaS pursuant to Clause 21.1 above, Vendor hereby assigns to Customer all of its ownership, right, title, and interest to each Deliverable, including without limitation (A) all copyrights, patents, trademarks, trade secrets, other intellectual property rights, and all other rights that may be vested relating to the Deliverable arising under Singapore or any other law, (B) all goodwill associated with each Deliverable; (C) all benefits, privileges, causes of actions and remedies relating to any of the foregoing. Vendor also forever waives and agrees never to assert any “moral rights” (no matter how designated) with respect to any Deliverable referenced in the preceding sentence against Customer or its licensees, even after termination of this Agreement. To the extent that this Clause 20.2 does not provide Customer with full ownership, right, title and interest in and to the Deliverable, Vendor hereby grants Customer a perpetual, irrevocable, fully paid, royalty-free, worldwide license to reproduce, create derivative works from, distribute, publicly display, publicly perform, use, make, have made, offer for sale, sell, communicate to the public the Deliverable, with the right to sublicense each and every such right.
3. Further Assistance. Vendor shall help Customer obtain and enforce patents, copyrights, trade secret rights, and other legal protections in the Deliverables in any and all jurisdictions throughout the world. Vendor shall execute any documents Customer reasonably requests for use in obtaining or enforcing such rights and protections.

22. SERVICE & DELIVERABLES WARRANTIES.

Vendor represents and warrants that: (a) the Professional Services will be provided in a workmanlike manner and with the highest professional standards and practices; (b) each technology Deliverable will perform according to its Specifications for a period of 1 year following Acceptance, or for such other period as is set forth in the relevant Statement of Work Addendum; (c) each Deliverable is an original work by the Vendor, specifically developed for the performance of the Professional Services; (d) each Deliverable shall not infringe or violate any patent, copyright, trade secret or any other proprietary right of a third and (e) Vendor shall comply with all applicable laws, rules, and regulation in connection with the performance of the Professional Services, including without limitation laws, rules, and regulations governing discrimination in contracting and employment. Without limiting any remedies of Customer, Vendor shall promptly repair or replace any Deliverable involved in a breach of the warranty in Clause 22(b) above.

23. VENDOR’S PERSONNEL.

Vendor shall assign personnel of such competence and skill levels as is necessary to perform Professional Services. Vendor shall replace any person providing Professional Services as soon as reasonably practicable, not to exceed 10 business days, after Customer indicates dissatisfaction with such person in writing, which Customer may do for any reason that does not violate applicable law, in its sole discretion.

24. INSURANCE.

During the term of this Agreement and for one year thereafter, Vendor shall maintain in full force and effect: (A) business automobile liability insurance for all vehicles, including those owned or rented by Vendor or its employees, covering personal injury and property damage, with a limit of at least $1 million per occurrence; and (B) worker’s compensation and employer’s liability insurance as required by statute in each jurisdiction in which Vendor provides Professional Services. Vendor shall comply with the requirements listed in Clauses 12.1 and 12.2 above with respect to the coverages listed in this Clause 25.