Supply and Services Agreement
For
The Supply, Delivery And Installation Of
Avanseus Software Products and Professional Services

 
Table of Contents
1. SCOPE	3
2. ORDERING PROCEDURE	3
3. PRICES	4
4. TERMS OF PAYMENT	5
5. DELIVERY AND TITLE	6
6. ACCEPTANCE AND VERIFICATION TESTING	6
7. GRANT OF LICENSE	7
8. INTELLECTUAL PROPERTY RIGHTS	8
9. LIMITED WARRANTY	8
10. CONFIDENTIAL INFORMATION	10
11. EXPORT CONTROL	12
12. INFRINGEMENT INDEMNITY	12
13. SERVICES	13
14. CUSTOMER'S RESPONSIBILITIES	14
15. LIMITATION OF LIABILITY	15
16. TERMINATION	15
17. GENERAL	17

 
This SUPPLY & SERVICES AGREEMENT, together with any schedules and attachments (the "Agreement") is made and entered into by and between Avanseus Holdings Pte. Ltd., a Singapore incorporated company, and Customer (as defined below) (each a “Party” and collectively the “Parties”). 
Parties:
(i)	Avanseus Holdings Pte. Ltd., a company registered in Singapore (registration number 201526265R) and whose registered office is at 230 Victoria St, #15-01/08, Bugis Junction, Singapore and whose tax registration number is 201526265R (“Supplier”); and
(ii)	[FULL COMPANY NAME] incorporated and registered in [JURISDICTION] with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Customer”).
This Agreement is effective as of the last date of signature below (the “Effective Date”). In consideration of the promises contained herein, the Parties agree as follows:
1. SCOPE
1.1. This Agreement provides for: 
(a) the license by Supplier to Customer of standard software and firmware (including third-party software and firmware) made commercially available for license by Supplier, regardless of the form or media on which it is delivered, solely in object code form and excluding source code (“Software”);
(b) the license by Supplier to Customer of commercially available standard documentation relating to any Software ("Documentation"); and
(c) the performance of services by Supplier (“Services”). The Parties will enter into one or more addenda or statements of work (each an “Addendum” and collectively “Addenda”) to supplement this Agreement for specific Licensed Materials or Services. 
All references to “Agreement” include this document and its schedules together with any and all Addenda and their attachments. The term “Licensed Materials” refers to Software and/or Documentation.
1.2. The term of this Agreement begins on the Effective Date and, unless otherwise earlier terminated under this Agreement, will continue for a period of three years.
1.3. All Licensed Materials and Services furnished by Supplier to Customer are for Customer’s own internal use in the specified location(s) only. Customer represents and warrants that it shall not resell any Licensed Materials. Customer has no right to sublicense any Licensed Materials. The address(es) of the location(s) shall be included in the Addendum in this Agreement.
2. ORDERING PROCEDURE
2.1. Customer will license Licensed Materials and/or engage Supplier to perform Services by delivering to Supplier a written order (an “Order"). Each Order is a firm offer and must 
(i) identify the Customer by full name and address; 
(ii) itemize the quantity, part number and description of the Licensed Materials that Customer desires to license, and/or the Services that Customer desires to engage Supplier to perform; 
(iii) state the price of the itemized Licensed Materials and Services determined under Section 3 of this Agreement (the “Price”), 
(iv) identify the “bill-to” address, 
(v) identify the “ship-to” address, 
(vi) set forth the requested delivery dates (and any shipping instructions) and/or performance dates, consistent with Supplier’s standard published intervals, 
(viii) provide a Customer contact name and telephone number. 
All Orders are subject to review and written acceptance by Supplier. Each Order is subject only to the terms and conditions of this Agreement and the applicable Quotation (defined in Section 3.1). Terms and conditions contained in an Order, which are inconsistent with this Agreement or applicable Quotation, including any pre-printed terms and conditions on such Order, are ineffective and void.
2.2. Upon written acceptance of an Order, Supplier shall make reasonable efforts to deliver to Customer the requested Licensed Materials and perform the requested Services on or prior to a mutually agreed date.
2.3. Customer may request in writing changes to an Order (“Change Request”) that Supplier has previously accepted. In response to a Change Request, Supplier will provide written Quotations, including any changes to prices, license fees, delivery dates or completion dates. A Change Request is a separate Order subject to Supplier’s change order process and written acceptance.
3. PRICES
3.1. The Price of Licensed Materials or Service is either: 
(i) set forth in the appropriate Addendum; or 
(ii) offered to Customer in a valid, specific, written quotation from Supplier (a “Quotation”). 
A Quotation is valid for 30 days after issuance, except as otherwise provided therein. All Quotations are deemed to incorporate this Agreement. If Customer submits an Order other than in response to a Quotation, then the Price of the requested Licensed Materials or Service must be that set forth in the appropriate Addendum. Where a Quotation is signed by authorized representatives of Supplier and Customer, any provisions of that Quotation which conflict with this Agreement will supersede the comparable provisions of this Agreement, but only with respect to the particular Licensed Materials and/or Services that are the subject of that Quotation. Supplier may change its prices at any time without prior notice to Customer, but such change will not affect any accepted Order.
3.2. The Price does not include, and Customer shall be liable for and shall reimburse Supplier for all of the following tax payments with respect to transactions under this Agreement, unless a valid tax exemption certificate is timely furnished to Supplier by Customer: State and local sales taxes, use taxes, including any other similar transaction tax Supplier is required to collect on behalf of or pay to any state/local tax jurisdiction, as applicable. Taxes payable by Customer will be added to the Prices, as applicable, stated as separate items on the invoice, and submitted to Customer at the time Supplier seeks payment of the applicable Licensed Materials and Services provided for each Order.
3.3. Customer shall reimburse Supplier for and shall hold Supplier harmless from and against any tax, penalty, interest, or other charges that may be levied or assessed as a result of a tax jurisdiction audit determination including any costs and expenses incurred by Supplier in contesting any such tax liability as a result of Supplier following Customer’s specific written taxation application and sourcing instructions, reliance on Customer’s tax exemption certificate or Customer’s acceptance of Supplier invoices without sales and use taxes as being correct regarding the reporting or collection of such tax.
3.4. Upon Customer’s request, the Parties shall consult with respect to the basis and rates upon which Supplier shall pay any taxes for which Customer is obligated to reimburse Supplier under this Section. If Customer determines that in its opinion any such taxes are not payable or should be paid on a basis less than the full price or at rates less than the full tax rate, Customer shall so inform Supplier in writing. Supplier agrees to reasonably cooperate with Customer’s efforts to determine the applicable taxes for which Customer is obligated to reimburse Supplier. 
3.5. The Price for a Service is based on the specific assumptions, requirements, Licensed Materials quantities, configuration(s), and location(s) set forth in the Quotation or Addendum, and the Price for a Service is subject to adjustment if any of these items are changed or if a Service is renewed.
3.6. In addition to the Price for Services, Customer shall also pay charges incurred under this Agreement, including charges for: 
(a) work undertaken by Supplier at Customer’s request that is not included in the Quotation; 
(b) time (including certain minimum charges), materials, and travel charges if Services are performed outside of the hours applicable to the Quotation; 
(c) support Services, including a response by Supplier to a fault report or request for assistance where no problem is found to exist or when the problem reported is one not covered by the Service Quotation or Addendum; and 
(d) Services for which increased costs are the result of Customer’s failure to comply with its obligations herein.
3.7. Unless otherwise expressly agreed in a Quotation or Addendum, Customer shall reimburse Supplier for all out-of-pocket expenses relating to the Services, including expenses for travel, lodging and meals incurred by Supplier personnel who perform Services at a location other than their normal place of work.
4. TERMS OF PAYMENT
4.1. Supplier will issue invoices as follows: 
(a) for Licensed Materials, upon delivery; 
(b) for non-recurring Services, including training, engineering and installation Services, as such Services are incurred; and 
(c) for recurring Services, including maintenance and management Services, upon commencement of such Services. Except as may be expressly provided in an applicable Addendum or Quotation, all amounts due for recurring Services are payable in advance. 
4.2. Each invoice will describe the requested Licensed Materials or Services and their respective Prices and will also show the total amount due to Supplier from Customer, including all taxes, transportation charges, and other costs or charges that are Customer’s responsibility (the "Invoice Total"). Customer shall pay each Invoice Total in full, exclusively in United States dollars, for receipt by Supplier within 30 days after the date of the related invoice. Customer shall pay each Invoice by wire transfer according to the instructions on the invoice.
4.3. Supplier has the right to reject any unaccepted Order, suspend or delay shipment of any Licensed Materials and/or performance of any Service under an accepted Order, if: 
(i) Customer fails to maintain adequate creditworthiness as determined by Supplier in its sole discretion; 
(ii) Customer breaches any of its obligations under this Agreement; or 
(iii) an Event of Default (as defined in Section 16.1) occurs or exists. 
4.4. If Supplier fails to receive Customer’s timely payment for Services, Supplier may immediately cease performing the Services.
4.5. Customer shall notify Supplier of any billing discrepancies or disputes about an invoice within 10 days after receiving it, specifying with particularity the basis of any such discrepancy or dispute (“Dispute Notice”). Tender of a Dispute Notice does not relieve Customer of its obligations to pay the undisputed portion of the invoice. The Parties shall negotiate in good faith to resolve any Dispute Notice. Interest will accrue on any past due amount (not subject to a Dispute Notice) at the lesser of 15% per annum or the maximum rate permitted by applicable law. Notwithstanding the foregoing, any amounts that were the subject of a Dispute Notice and are subsequently resolved in favor of Supplier will be subject to interest charges accruing from the original due date. Customer shall reimburse Supplier for reasonable attorneys’ fees and other costs associated with collecting delinquent amounts.
4.6. Customer hereby grants Supplier a security interest in all Licensed Materials and all proceeds of them in any form to secure payment and performance of all obligations of Customer under this Agreement. Customer shall provide such additional documentation as Supplier deems reasonably necessary to establish or perfect this security interest.
5. DELIVERY AND TITLE
5.1. Delivery of Supplier’s Licensed Materials shall be in the form of a media such as a memory stick, disc or a URL address of a server where the License Materials are located and stored. Licensed Materials is deemed delivered upon receipt of the media form or the License Materials have been downloaded from the server to the Customer’s equipment or server.
5.2. Supplier and its licensors retain title to all Licensed Materials, Supplier Confidential Information, and other data delivered to Customer and all copies of same. 
6. ACCEPTANCE AND VERIFICATION TESTING
6.1. Software is deemed accepted upon delivery to Customer, unless Supplier is obligated to install the Software by the terms of an applicable Addendum or Quotation. 
6.2. When Supplier is required by the terms of any Addendum or Quotation to install a Software, Supplier will perform its standard verification tests after the installation Service for that Software is complete, and upon successful completion, Supplier shall advise Customer that the installation has been verified. Upon the earlier of Customer’s commercial or beneficial use of a Software or receipt of such advice 
(a) the Software will be deemed accepted by Customer and 
(b) any failure by Supplier to perform the related installation Services will be deemed waived by Customer. 
If Customer’s actions cause a delay in Supplier’s installation for more than 15 days (in aggregate) following delivery, Customer’s acceptance will be deemed to occur on the 16th day after the delivery date.
6.3. Acceptance of Services is deemed to occur as Services are completed.
7. GRANT OF LICENSE
7.1. Customer shall use all Licensed Materials in accordance with this Section 7. Upon delivery of any Licensed Material and subject to Customer’s payment of the applicable fees for such Licensed Material and compliance with the other terms and conditions of this Agreement, Supplier grants to Customer, and Customer accepts, a personal, nonexclusive, non-transferable license to use the portions of the Licensed Material for which activation has been authorized by Supplier, solely on or with the single unit or arrangement of equipment for which the Licensed Material was delivered or installed, for Customer’s internal use in agreed location(s) stated in Section 1.
7.2. Customer acknowledges and agrees that: 
(a) Supplier may have encoded within the Software optional functionality, features and/or capacity, which may be accessed only through the purchase of the applicable license extension from Supplier at an additional Price (no licenses are granted to such functionality, features and/or capacity unless Customer purchases the applicable license extension); and 
(b) Customer may need to obtain a new or additional application key from Supplier to use such Software.
7.3. This Agreement applies to all updates, upgrades, maintenance releases, revisions and enhancements for the Licensed Materials which Supplier may supply to Customer from time to time.
7.4. Customer may copy Licensed Materials as reasonably necessary for backup and archival purposes if the copies contain all of the Supplier proprietary notices contained in the original Licensed Materials. All copies of all Licensed Materials (including partial copies) are Supplier Confidential Information. All rights, title and interest in and to the Licensed Materials, including all intellectual property rights, remain vested in Supplier, its suppliers and licensors, and Customer is granted only a limited license to use the Licensed Materials in conjunction with the equipment, as set out in this Section 7.
7.5. Customer shall not directly or indirectly: 
(a) modify, copy, transmit, alter, merge, decompile, disassemble, reverse engineer or adapt any Licensed Material or portion thereof; 
(b) encumber, time-share, rent or lease the rights granted herein; 
(c) manufacture, adapt, create derivative works of, localize, port or otherwise modify any Licensed Material or portion thereof; 
(d) disclose or otherwise make available any Licensed Material or portion thereof to any third party; 
(e) enable any Software functionality, feature or capacity which Supplier licenses as a separate product, without Supplier’s prior written consent; 
(f) take any action that may result in the Software becoming subjected to the terms of a license that requires it to be 
(i) disclosed or distributed in source code form, 
(ii) licensed for the purpose of making derivative works, or 
(iii) redistributable at no charge; or 
(g) use any Licensed Material or portion thereof except in accordance with this Section 7.
7.6. Upon reasonable prior written notice, Supplier may inspect and audit Customer’s compliance with this Section 7 during normal business hours. Customer shall cooperate with the audit and shall grant assistance and access to applicable records, materials, personnel, equipment, and any other information or products which may reasonably enable Supplier to determine whether the use, copying and disclosure of the Licensed Materials comply with this Agreement. In addition, Customer shall provide remote access to its systems to enable Supplier to electronically audit Customer’s compliance with this Section 7. If an audit reveals that Customer possesses or at any time possessed unlicensed copies of any Licensed Materials, or used any Licensed Materials beyond the licensed functionality, features or capacity restrictions or beyond the terms stated herein, then Customer shall pay Supplier the applicable license fees (plus interest) and the costs incurred in the audit immediately upon request.
7.7. Certain Software may be delivered with its own specific license (“Additional License”). In such a case, the terms of the Additional License will be delivered to Customer, such as in a separate license.txt file or as part of a tear-open document, and will govern use of the Software by Customer to the extent Supplier does not have a right to supersede them in this Agreement. Supplier’s licensors are third party beneficiaries of this Agreement with respect to their Licensed Materials.
7.8. If Customer’s license or Additional License is cancelled or terminated, or when Customer no longer uses the Licensed Materials, Customer shall return or destroy the Licensed Materials and all copies and certify to Supplier that it has done so.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. The Customer acknowledges that all Intellectual Property Rights in the Licensed Materials and any Software Maintenance Releases belong and shall belong to the Supplier [or the relevant third-party owners (as the case may be)], and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this licence.
8.2. For infringement indemnity, see Section 12.
9. LIMITED WARRANTY
9.1. Supplier warrants to Customer that for the warranty period defined in Section 9.2: 
(a) Software media purchased and used by Supplier will, under normal use and service, be free from defects in material and workmanship; 
(b) Software owned by Supplier and purchased or licensed hereunder will materially conform to Supplier’s specifications in effect on the date of delivery; and 
(c) Services purchased hereunder will be performed in accordance with Supplier’s written standards, or in the absence of such standards, in a professional and workmanlike manner. 
However, Supplier makes no warranty that any Software will operate uninterrupted or error free. For Software is not owned by Supplier, Supplier hereby assigns, to the extent permitted, the warranties given to Supplier by its suppliers or licensors of such items.
9.2. The warranty period for Supplier Software is 3 months and begins on the delivery date, unless Supplier performs installation Services for the Software, in which case the warranty period begins on the date of Software acceptance as determined under Section 6. The warranty period for Services is 30 days beginning on the date of completion.
9.3. Upon notice from Customer that any Software is not as warranted in this Section 9, Supplier shall correct the Software by 
(a) electronic means or 
(b) delivery to Customer of suitable media chosen solely by Supplier. 
The warranty period for the corrected Software via fixes and/or patches will be the remainder of the original warranty period.
9.4. Upon notice from Customer that any Service is not as warranted in this Section 9, Supplier shall correct the Service. The warranty period for the corrected Service will be the remainder of the original warranty period.
9.5. If Supplier determines that it cannot, in a commercially reasonable manner correct any Software and/or correct any Services, then Supplier may, in its sole discretion, credit to Customer the Price of the Licensed Materials or Services, less a reasonable adjustment for beneficial use.
9.6. In replacing any Software medium under this warranty, Supplier may use new, remanufactured, reconditioned, refurbished, or functionally equivalent Software medium.
9.7. Notwithstanding any provision of this Agreement to the contrary, Supplier has no obligation to correct any Software, or correct any Services if: 
(a) the Licensed Materials has been modified, repaired or reworked by anyone other than Supplier; or 
(b) the defect is the result of: 
(i) any improper storage, handling or use by anyone other than Supplier, 
(ii) failure to provide a suitable climatic and/or operational environment (including, by way of example, failure to provide the facilities prescribed in Supplier’s specifications, failure to provide for adequate control of humidity or failure to prevent the ingress of dust particles), 
(iii) operator error, 
(iv) improper installation of the Licensed Materials by anyone other than Supplier, 
(v) use in a manner not in accordance with the Documentation, 
(vi) failure to implement any new releases or updates to the Software, 
(vii) any use of the Licensed Materials in conjunction with another non-Supplier product (except to the extent provided in the Documentation and/or agreed with Supplier in written form), 
(viii) any damage by power failure, fire, explosion or any act of God or other cause beyond Supplier’s control. 
9.8. The warranties set forth in this Section 9 are non-transferable.
9.9. If Supplier determines that any returned Software is not defective, Customer shall pay Supplier’s costs of handling, inspecting, testing, and transportation and, if applicable, travel and living expenses.
9.10. Warranty does not include: Supplier assisting in diagnostic efforts; access to Supplier’s technical support websites, databases, or tools; Software integration; on-site assistance; or Documentation updates. These Services may be available during and after the warranty period at Supplier’s published prices.
9.11. THE LIMITED WARRANTY SET FORTH IN THIS SECTION FOR PRODUCTS AND SERVICES IS THE EXCLUSIVE WARRANTY. SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND/OR CONDITIONS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. THE REMEDIES PROVIDED UNDER SECTIONS 9.3, 9.4 AND 9.5 ARE CUSTOMER’S EXCLUSIVE REMEDIES FOR FAILURE OF PRODUCTS OR SERVICES TO CONFORM TO THE WARRANTY.
10. CONFIDENTIAL INFORMATION
10.1. “Confidential Information” means: 
(a) any non-public information disclosed by either Party (the "Discloser") to the other Party (the "Recipient") in any form, including written, electronic, photographic or other tangible form, or information provided orally or visually; 
(b) any notes and other records made from or about such information; 
(c) all copies of any of such information, notes or other records;  
(d) Any information which is proprietary and confidential to a Party including but not limited to the terms and conditions of this Agreement, any of the trade secrets or confidential operations, processes or inventions carried on or used by a Party, any information concerning the organisation, business, finances, transactions or affairs of a Party, dealings of a Party, secret or confidential information which relates to the business of a Party or any of its principals, clients’ or customers’ transactions or affairs, any Party’s technology, designs, documentation, manuals, budgets, financial statements or information, accounts, dealers list, customer lists, marketing studies, drawings, notes memoranda and the information contained therein, any information therein in respect of trade secrets, technology and technical or other information relating to the development, manufacture, testing, analysis, marketing, sale or supply or proposed development, manufacture, testing, analysis, marketing sale or supply of any products or services by a Party, and information and material which is either marked confidential or is by its nature intended to be exclusively for its knowledge of the recipient alone; and
(e) the terms and conditions of this Agreement. 
Confidential Information disclosed in a tangible or electronic form may be marked or otherwise identified by Discloser with a legend as being confidential or proprietary, but the absence of such mark or identification will not affect Recipient’s obligations to treat such information as Confidential Information.
10.2. Discloser grants Recipient the right to use the Confidential Information solely to exercise its rights and to perform its obligations under this Agreement (the “Purpose”). Recipient shall hold the Confidential Information in confidence using the same degree of care the Recipient normally exercises to protect its own proprietary information of a similar nature, using no less than a reasonable degree of care, and shall not disclose the Confidential Information to any third party, except as expressly provided herein. Recipient may disclose Discloser’s Confidential Information only to those of Recipient’s and its affiliates’ professional advisors, employees, consultants and directors (“Representatives”) who require knowledge of the Confidential Information to accomplish the Purpose and who have been advised by Customer of their obligations under this Agreement. In addition, Recipient may disclose Confidential Information of Discloser to Recipient's subcontractors and agents who, in each case, 
(i) require knowledge of the Confidential Information to accomplish the Purpose, 
(ii) have agreed in writing to maintain the confidentiality of the information and 
(iii) are not competitors or employees of any competitor of Supplier or any of its affiliates (when Customer is the Recipient). Recipient shall provide Discloser with a copy of each such writing at its request. Recipient is liable for each Representative’s, subcontractor's and agent’s compliance with this Agreement.
An individual who has seen Discloser’s Confidential Information under this Agreement is not precluded from working on projects for Recipient that relate to similar subject matters whether during or after the term of this Agreement, provided that the individual does not use or refer to Discloser’s Confidential Information.
10.3. The preceding obligations and restrictions do not apply to Confidential Information if, and then only to the extent that, it:
(a) was known to Recipient before receipt from Discloser; 
(b) is generally available to the public (or becomes so) without the fault or negligence of Recipient; 
(c) is or was rightfully received by Recipient from a third party without a duty of confidentiality; or 
(d) is or was independently developed by or for Recipient or its affiliates without any use of or reference to Discloser's Confidential Information.
10.4. Recipient may disclose the Confidential Information as required by law; provided, however, that Recipient shall 
(a) when permitted by law, give Discloser prompt written notice of a disclosure requirement and before the disclosure is made, 
(b) take reasonable actions and provide reasonable assistance to Discloser to secure confidential treatment at Recipient’s cost, and 
(c) disclose only such Confidential Information as is required by law.
10.5. Recipient shall promptly return or destroy (at Discloser’s option) all copies and excerpts of the Confidential Information to Discloser when no longer needed or when requested to do so by Discloser, except for copies of documents in electronic formats that are made as a consequence of automatic backup processes and procedures. Despite the preceding sentence, latent data such as deleted files and other non-logical data types, such as memory dumps, swap files, temporary files, printer spool files and metadata that can customarily only be retrieved by computer forensics experts and are generally considered inaccessible without the use of specialized tools and techniques will not be within the requirement for return or destruction of Confidential Information.
10.6. Other than the limited right to use the Confidential Information for the Purpose, Discloser does not grant any right or license, explicitly or implicitly, under any trademark, patent, copyright, mask work protection right, trade secret, or any other intellectual property right.
11. EXPORT CONTROL
11.1. Neither party shall export, directly or indirectly, any technical data and Confidential Information acquired from the other party under this agreement (or any products, including Licensed Materials, software, incorporating any such data) in breach of any applicable laws or regulations including United States, the European Union and/or other countries export laws and regulations (cumulatively “Export Control Laws”), to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval. 
11.2. Each party undertakes:
(a) contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and
(b) if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.
12. INFRINGEMENT INDEMNITY
12.1. Subject Section 15 and to the conditions and exceptions stated below, Supplier: 
(a) shall defend Customer against any claim, action or proceeding brought against Customer alleging an infringement or misappropriation of any Singapore patent, copyright, trade secret or other intellectual property right of any third party (other than an affiliate of Customer) because of use, consistent with Supplier’s specifications, of any Software owned by Supplier (a “Claim”) and provided to Customer under this Agreement; and 
(b) shall indemnify Customer against, and hold Customer harmless from, any and all costs and damages assessed against Customer in a final judgment on such Claim, if: 
(i) Customer gives Supplier prompt written notice of the Claim, 
(ii) Customer grants to Supplier the sole authority to assume the defence, and the sole right to settle the Claim, through counsel chosen by Supplier, and 
(iii) Customer furnishes all information and assistance requested by Supplier and reasonably cooperates with Supplier to facilitate the defence and settlement of the Claim.
12.2. If Customer's use of any Licensed Materials is enjoined as a result of any Claim, is subject to a Claim, or in Supplier’s opinion is likely to be enjoined or to be subject to a Claim, then, at its expense, Supplier may: 
(a) procure for Customer the right to continue to use the Licensed Materials; or 
(b) replace or modify the Licensed Materials with a functionally-equivalent or better Licensed Materials so that Customer’s use is not subject to a Claim. 
If Supplier determines that it cannot accomplish either of the foregoing in a commercially reasonable manner, then, upon Supplier’s request, Customer shall stop the use of the Licensed Materials, and Supplier shall promptly credit to Customer the Price of the Licensed Materials less a reasonable allowance for use.
12.3. Supplier has no obligations under this Section 12 with respect to a Claim to the extent that it: 
(a) arises from adherence to design modifications, specifications, drawings or written instructions which Customer directs Supplier to follow, 
(b) relates to uses of any Licensed Materials in combination with any item not provided directly by Supplier, if use of the Licensed Materials alone would not have resulted in such infringement, 
(c) relates to the use of any Licensed Materials in a manner not contemplated by this Agreement, or 
(d) relates to a modification of any Licensed Materials by any person other than Supplier. Furthermore, Customer shall defend Supplier against any such Claim, and indemnify Supplier against, and hold Supplier harmless from, any and all costs and damages incurred by Supplier arising from any such Claim.
12.4. The rights and remedies set forth in this Section 12 are Customer’s exclusive rights and remedies with respect to third party claims of infringement and misappropriation.
13. SERVICES
13.1. The term of performance for each Service will begin when specified in the Service Quotation or Addendum and will continue until the earlier of: 
(a) the expiry date specified in the Quotation or Addendum; 
(b) the date the Service has been accepted or completed, as the case may be; or 
(c) the date it is terminated under this Agreement.
13.2. Customer understands that Supplier is in the business of providing services drawing upon the knowledge, understanding and expertise Supplier has gained from working with many varied customers. Nothing in this Agreement will be deemed to assign rights to or limit Supplier's use of any information, know-how or knowledge to the extent it does not contain Customer’s Confidential Information.
13.3. Customer hereby grants to Supplier a non-exclusive, personal, royalty-free and non-transferable license to make, have made, use, execute, perform, copy (as reasonably necessary), display, modify and make derivative works under any and all intellectual property rights owned by Customer to the extent necessary for furnishing Services and deliverables under this Agreement and to perform its obligations under this Agreement. Except as expressly set forth in this Agreement, no right or license is either granted or implied by either Party to the other with respect to any technical or business information, or with respect to rights in any patents, trademarks, copyrights, trade secrets, mask work protection rights, and other intellectual property. Subject to Customer’s right, title and interest in Customer’s Confidential Information, any and all inventions, derivative works, improvements, developments or innovations that Supplier (and its contractors or consultants, as the case may be) may make, conceive or devise in the course of performing Services and/or furnishing deliverables under this Agreement, are the sole and exclusive property of Supplier, including all patents, copyrights, trademarks and trade secrets embodied in them.
13.4. Supplier will make reasonable efforts consistent with sound business practices to honor Customer’s specific requests regarding assignment of employees, but Supplier reserves the sole right to determine the assignment of its personnel to perform Services hereunder. Supplier personnel at all times are subject to the employment conditions of Supplier and not those of Customer.
13.5. During the term of this Agreement (including any extensions) and for one year after termination or expiration of this Agreement, Customer shall not, except with Supplier’s prior written consent, solicit for employment Supplier employees performing Services under this Agreement. This does not restrict Customer from placing employment advertising in trade or general media or from using recruiters provided that such advertising and recruiters do not target Supplier employees.
14. CUSTOMER'S RESPONSIBILITIES
14.1. At all times during the performance of any Services at Customer’s site, Customer shall 
(a) ensure that all easements, rights-of-way and other permits necessary to permit the performance of the Services are in effect, 
(b) ensure that the site is safe and free from actual or potential hazards and equipped with reasonable heat, light, plumbing, working and staging space, electricity and ventilation, 
(c) provide sufficient on-site storage space for Supplier’s equipment and materials, 
(d) ensure that Supplier’s personnel have access to the site and to the applicable Licensed Materials during the times necessary to perform the Services, and 
(e) timely comply with Supplier’s reasonable requests for information necessary to permit Supplier to perform the Services properly. 
While performing Services, Supplier personnel shall comply with any and all site security rules provided and agreed to by Supplier in advance.
14.2. Customer shall cooperate with Supplier in the performance of Services hereunder and perform Customer’s responsibilities specified in each Service Quotation or Addendum. In addition, Customer shall: 
(a) provide experienced, qualified personnel having appropriate skills to perform their assigned tasks and duties in a competent, timely fashion and assist Supplier in completing the Services; 
(b) promptly render all reviews, decisions and approvals so as not to delay or impede Supplier’s performance of Services; 
(c) ensure that a Customer representative is available during regular business hours to provide such information and assistance as Supplier may require in connection with the Services, 
(d) promptly notify Supplier of any issues or concerns; 
(e) regularly back up files and all data; 
(f) conduct acceptance tests for Services and Licensed Materials following the procedures in any Service Quotation or Addendum, or as agreed in writing; 
(g) unless site preparation is specified as a Service to be provided by Supplier, prepare its site for installation of any Licensed Materials, providing a standard IT or computing environment according to the applicable site and equipment specifications; and
(h) furnish to Supplier the appropriate interface specifications necessary to connect equipment to, or use the Licensed Materials on or with, Customer’s network infrastructure, and all rights necessary to use such interface specifications to connect equipment to, or use the Licensed Materials on or with, Customer’s network infrastructure. Customer shall ensure the accuracy and completeness of such interface specifications, and Supplier is not responsible for any consequences resulting from inaccurate or incomplete interface specifications.
14.3. Customer understands that Supplier’s performance is dependent on Customer’s timely and effective satisfaction of Customer’s responsibilities under this Agreement, including timely decisions and approvals. If Customer fails to meet any of its responsibilities stated in this Agreement or in applicable Addenda or Service Quotations, Supplier will be excused from performing its obligations until Customer provides what Supplier requires to perform.
15. LIMITATION OF LIABILITY
15.1. Supplier and Customer acknowledge that they have negotiated the Price (among other things) in consideration of their agreement to limit certain of Supplier’s liabilities. In no event will Supplier or any of its suppliers or licensors be liable for any indirect, special, exemplary, consequential or incidental damages (including lost profits, lost revenues, lost data and other economic losses), however caused and regardless of whether such damages are foreseeable or whether Supplier has been advised of their possibility.
15.2. Except for a claim for personal injury proximately caused by Supplier, Supplier’s liability for any claim arising out of this Agreement will be limited to actual, provable direct damages not to exceed the Price of the Licensed Materials or Service that is the subject of such claim. IN NO EVENT WILL SUPPLIER’S CUMULATIVE LIABILITY FOR ALL CLAIMS, LOSSES, DAMAGES AND EXPENSES OF CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED TEN PERCENT OF THE TOTAL PRICES ACTUALLY PAID BY CUSTOMER TO SUPPLIER UNDER THIS AGREEMENT.
16. TERMINATION
16.1. Upon the occurrence of any one or more of the following events and upon notice to Customer, Supplier will have the right, in its sole discretion and without prejudice to any other rights or remedies which it may have under this Agreement, to immediately terminate this Agreement in its entirety and to suspend performance hereunder (including suspension of performance of all outstanding Orders), without any further obligation or liability to Customer except with respect to Licensed Materials already shipped and Services already performed: 
(a) Customer files, or consents to the filing against it of, any petition for relief, reorganization or liquidation under any bankruptcy or insolvency law of any jurisdiction, or has any such petition filed against it that is not dismissed within 30 days thereafter or makes a general assignment for the benefit of its creditors, or consents to the appointment of a custodian, receiver, trustee or other officer with similar powers over a substantial portion of its assets, or has any proceeding seeking such an appointment filed against it that is not dismissed within 30 days thereafter; 
(b) Customer becomes controlled by, in control of, or under common control with, any competitor of Supplier; 
(c) Customer breaches its obligation to, or otherwise fails, to make payment of any amount when due to Supplier, regardless of: (i) whether such amount results from an invoice, fee or charge due under this Agreement, or (ii) whether a portion of the invoice is subject to a Dispute Notice, and such breach or default continues for a period of 10 days after Customer’s receipt of notice thereof;
(d) Customer is in breach of any of its material obligations under this Agreement and such breach continues for 30 days after Customer's receipt of notice thereof; 
(e) Customer breaches any term or condition of any Software license or its obligations under “Use of Confidential Information” above and that breach continues for 10 days after receiving notice thereof; or 
(f) Customer or any of its affiliates breaches any of the terms of any other agreement, as such breach is defined in such agreement, between Customer or any of its subsidiaries or affiliates and Supplier or any of its subsidiaries or affiliates. Each of the events described in subparagraphs (a) through (f) above constitutes an "Event of Default".
16.2. If Supplier breaches any of its material obligations under this Agreement, and such breach continues for 30 days after receiving Customer’s written notice thereof, then Customer will have the right, upon written notice to Supplier, and in Customer’s sole discretion and without prejudice to any other rights or remedies which it may have under this Agreement, to immediately terminate this Agreement in its entirety without any further obligation or liability to Supplier except with respect to Customer's payment obligations respecting Orders for Licensed Materials already shipped and Services already performed.
16.3. If a Party is in material breach of: 
(i) a provision of this Agreement related to Services; and/or 
(ii) a Quotation or Addendum related to Services, and the breach continues for more than 30 days after the non-breaching Party delivers to the other Party notice thereof, then the non-breaching Party may terminate the specific Services provision, Quotation and/or Addendum that is the subject of the breach.
16.4. Upon termination for any reason or expiry of this Agreement or any Services-related Quotation or Addendum: 
(a) Supplier may immediately cease providing any Services; 
(b) Customer shall immediately pay all sums due to Supplier, for Licensed Materials and Services provided as of the date of termination, including costs and expenses and pro-rated fees for work partially complete at the date of termination; and 
(c) Sections 4, 7 to 12, 14 and 15 survive, provided however that Customer’s rights under Section 7 “Grant of License” and Section 10 “Use of Confidential Information” will not survive if Customer’s breach of either of those Sections gave rise to the termination. Upon Customer’s payment of all amounts owing to Supplier, Supplier will deliver all Licensed Materials and work in progress in Supplier's possession as of the date of termination.
16.5. As used in this Section 16, “written notice” means a reasonably detailed statement of the subject matter of the Event of Default or breach.
17. GENERAL
17.1. Each Party giving any notice or making any request, demand or other communication required or permitted by this Agreement must do so in writing and must use one of the following methods of delivery: 
(a) personal delivery, 
(b) certified first class mail, postage prepaid, return receipt requested, 
(c) facsimile transmission with confirmation copy by certified mail, return receipt requested, or 
(d) nationally recognized overnight courier, with all fees prepaid. 
A Party giving a notice shall address the notice to the appropriate person at the receiving Party (the “Addressee”) at the address listed on the signature page of this Agreement or to another Addressee or another address as designated by a Party in a notice pursuant to this Section. A notice is effective only if the Party giving the notice has complied with this Section and if the Addressee has received the notice.
17.2. A Party will be excused: 
(a) from whatever performance is prevented by acts or events beyond its reasonable control (including but not limited to acts of war, acts of nature, fire, flood or other natural disasters, government requirements, wars, riots, strikes, power failures, or embargoes) and 
(b) from satisfying whatever conditions precedent to the other Party’s obligations that cannot be satisfied due to acts or events beyond its reasonable control. In the event of such delays, the schedule will be extended for the duration of the delaying cause. Despite the preceding sentences, a Party is not excused from making any payment hereunder due to acts or events beyond its reasonable control. 
17.3. Except as otherwise expressly provided in this Agreement, each Party shall bear any and all costs and expenses incurred by it in connection with the exercise of its rights and the performance of its obligations under this Agreement.
17.4. If a taxing authority or other governmental entity audits either Party, the other Party agrees to reasonably cooperate with the Party being audited in order to respond to any audit inquiries in an appropriate and timely manner, so that the audit and any resulting controversy may be resolved expeditiously.
17.5. Supplier may issue a press release or make other public announcements announcing the execution, existence or implementation of this Agreement. Except as provided in the preceding sentence, neither Party shall release or publish news releases, announcements, advertising or other publicity relating to the Licensed Materials or Services or mentioning or implying the name, trademarks, logos, service marks or other identification of the other Party or its affiliates or their respective personnel without the prior review and written consent of the other Party. 
17.6. Customer shall not assign or otherwise transfer any of its rights or delegate any of its obligations under this Agreement, without the prior written consent of Supplier, in each instance. Supplier may assign or otherwise transfer any of its rights or delegate any of its obligations under this Agreement without the prior consent of Customer. Nothing precludes Supplier from employing a subcontractor in carrying out its obligations under this Agreement. Supplier’s use of such subcontractor will not release Supplier from its obligations under this Agreement. Any purported assignment of rights or delegation of obligations in violation of this Section is void ab initio.
17.7. The Parties may amend, supplement, or rescind this Agreement only in a writing executed by both Parties. The Parties may not waive any provision of this Agreement, except pursuant to a writing executed by the Party against whom any waiver is sought to be enforced. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Agreement and no course of dealing between the Parties will operate as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion or against any other person. No single or partial exercise of any right or remedy under this Agreement precludes the simultaneous or subsequent exercise of any other right or remedy.
17.8. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force and effect, if the essential terms and conditions of this Agreement for both Parties remain valid, legal and enforceable.
17.9. This Agreement is governed by and construed in accordance with the laws of Singapore. Any dispute or claim arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration in Singapore, such arbitration to be conducted in English by one (1) arbitrator in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the “SIAC”) in force when the Notice of Arbitration is received by the SIAC. Notwithstanding this, either Party shall have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction, both before and after the arbitral tribunal has been appointed, at any time up until the arbitration tribunal has made its final award and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.  
17.10. The Parties have taken all necessary action to secure all consents, approvals and authorizations for the execution, delivery and performance of this Agreement, and to consummate all the transactions contemplated thereby. Assuming due authorization, execution and delivery hereof by the Parties, this Agreement is a legal, valid and binding obligation of each of the Parties, enforceable against each of them under its terms. Each Party's execution and delivery of this Agreement do not, and the performance of their respective obligations under it, will not conflict with any law or regulation to which each may be subject or conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement to which each may be a party or by which each is bound. Each individual executing this Agreement on behalf of a Party has the actual authority and legal power to bind such Party to this Agreement. As used in this Agreement, “include,” “includes,” and “including” and the words that follow them are intended to be, and should be construed as, inclusive and not exclusive.
17.11. The Parties have jointly participated in the negotiation and drafting of this Agreement. This Agreement will not be construed against either Party due to authorship. This Agreement does not and is not intended to confer any rights or remedies upon any person other than the Parties.
17.12. This Agreement is the final agreement between the Parties, and supersedes all prior oral and written negotiations, understandings, arrangements and agreements between the Parties, on the matters contained in this Agreement. The provisions of this Agreement may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither Party has relied upon any statement, representation, warranty, or agreement of the other Party except for those expressly contained in here. There are no conditions precedent to the effectiveness of this Agreement other than execution and delivery. In case of any conflict between a provision of this Agreement and that of any Addendum or attachment, the provision of the Addendum or attachment takes precedence.
17.13. Each Party agrees that: 
(a) a facsimile of its signature printed from an unaltered scanned version of its original signature such as by a receiving facsimile machine or a printer printing an unaltered Portable Document Format (PDF) file supplied by the Party be regarded as an original signature; and 
(b) this Agreement can be executed in counterparts.
[Signatures on following page]
IN WITNESS WHEREOF, the duly authorized representatives of the Parties hereby execute this Agreement as of the Effective
Date.
Avanseus Holdings Pte. Ltd.				Customer 
By: 							By: 
Name: 							Name: 
Title: 							Title: 
Date: 							Date: 

Avanseus Holdings Pte. Ltd.				CUSTOMER NAME
Attn: Contract Management				ATTN: 
230 Victoria Street					STREET ADDRESS
#15-01/08 Bugis Junction				CITY, STATE, ZIP
Singapore 188024					
 
ADDENDUM

(1)	Price Quotation for Software and Professional Services
(2)	Payment Terms & Schedule
(3)	Bill of Materials
(4)	Scope of Works
(5)	Roles and Responsibilities
(6)	Delivery and Project Schedule
(7)	Acceptance Test Procedures
(8)	End User License Agreement