SOFTWARE PRODUCT SUBSCRIPTION AGREEMENT
SOFTWARE PRODUCT SUBSCRIPTION AGREEMENT
SOFTWARE PRODUCT SUBSCRIPTION AGREEMENT
1. Subscription and After-sales Services
1. Subscription and After-sales Services
1.1. Subject to the terms and conditions of this Agreement, Company grants Customer a non-exclusive and non-transferable license for the following terms of use within the Subscription Period (as defined below):
1.1. Subject to the terms and conditions of this Agreement, Company grants Customer a non-exclusive and non-transferable license for the following terms of use within the Subscription Period (as defined below):
1.1. Subject to the terms and conditions of this Agreement, Company grants Customer a non-exclusive and non-transferable license for the following terms of use within the Subscription Period (as defined below):
1) Use the software product (“Software Products”) provided by Company for internal use and use of its own applications (excluding the provision of Model API cloud services).
1) Use the software product (“Software Products”) provided by Company for internal use and use of its own applications (excluding the provision of Model API cloud services).
1) Use the software product (“Software Products”) provided by Company for internal use and use of its own applications (excluding the provision of Model API cloud services).
2) See attached Appendix I to find the detailed Functions and Standards of the Software Products.
2) See attached Appendix I to find the detailed Functions and Standards of the Software Products.
2) See attached Appendix I to find the detailed Functions and Standards of the Software Products.
1.2. Company agrees to provide Customer with after-sales services during the Subscription Period (as defined below) of the Software Products, including, but not limited to, operational guidance for the Software Products, rectification of various program errors caused by system defects, and answering common technical questions. Company can assign 1 representative to provide remote technical support and program error correction. No fees are required from Customer for the above after-sales services.
1.2. Company agrees to provide Customer with after-sales services during the Subscription Period (as defined below) of the Software Products, including, but not limited to, operational guidance for the Software Products, rectification of various program errors caused by system defects, and answering common technical questions. Company can assign 1 representative to provide remote technical support and program error correction. No fees are required from Customer for the above after-sales services.
1.2. Company agrees to provide Customer with after-sales services during the Subscription Period (as defined below) of the Software Products, including, but not limited to, operational guidance for the Software Products, rectification of various program errors caused by system defects, and answering common technical questions. Company can assign 1 representative to provide remote technical support and program error correction. No fees are required from Customer for the above after-sales services.
2. Payment Terms
2. Payment Terms
2.1. The Total Price of this Agreement shall be prepaid. Customer shall transfer the Total Price of this Agreement to the designated account of Company at least five (5) business days prior to the Commencement Date of the Subscription Period. Any change of Party ’B’s bank account shall be subject to Party ’B’s written notice.
2.1. The Total Price of this Agreement shall be prepaid. Customer shall transfer the Total Price of this Agreement to the designated account of Company at least five (5) business days prior to the Commencement Date of the Subscription Period. Any change of Party ’B’s bank account shall be subject to Party ’B’s written notice.
2.1. The Total Price of this Agreement shall be prepaid. Customer shall transfer the Total Price of this Agreement to the designated account of Company at least five (5) business days prior to the Commencement Date of the Subscription Period. Any change of Party ’B’s bank account shall be subject to Party ’B’s written notice.
2.2. Customer shall have the right to request Company to issue an invoice of the corresponding amount after paying Total Price or other fees herein, and Company shall issue a regular and valid invoice to Customer within [fifteen (15)] business days after receiving Party ’A’s written application notice.
2.2. Customer shall have the right to request Company to issue an invoice of the corresponding amount after paying Total Price or other fees herein, and Company shall issue a regular and valid invoice to Customer within [fifteen (15)] business days after receiving Party ’A’s written application notice.
2.2. Customer shall have the right to request Company to issue an invoice of the corresponding amount after paying Total Price or other fees herein, and Company shall issue a regular and valid invoice to Customer within [fifteen (15)] business days after receiving Party ’A’s written application notice.
2.3. If Customer fails to pay any of the Subscription Fees after the Commencement Date of the Subscription Period or fails to pay any of the After-sales Service Fees to Company on time, but Company has already begun to provide the Software Products or relevant services, it is considered a delay in payment by Customer. For each day of delay, Customer shall pay Company a default penalty equal to [0.5]% of the Subscription Fees or After-sales Service fees; if the default penalty is not sufficient to compensate for the losses suffered by Company, Customer shall make additional compensation.
2.3. If Customer fails to pay any of the Subscription Fees after the Commencement Date of the Subscription Period or fails to pay any of the After-sales Service Fees to Company on time, but Company has already begun to provide the Software Products or relevant services, it is considered a delay in payment by Customer. For each day of delay, Customer shall pay Company a default penalty equal to [0.5]% of the Subscription Fees or After-sales Service fees; if the default penalty is not sufficient to compensate for the losses suffered by Company, Customer shall make additional compensation.
2.3. If Customer fails to pay any of the Subscription Fees after the Commencement Date of the Subscription Period or fails to pay any of the After-sales Service Fees to Company on time, but Company has already begun to provide the Software Products or relevant services, it is considered a delay in payment by Customer. For each day of delay, Customer shall pay Company a default penalty equal to [0.5]% of the Subscription Fees or After-sales Service fees; if the default penalty is not sufficient to compensate for the losses suffered by Company, Customer shall make additional compensation.
3. Rights and Obligations of the Parties
3. Rights and Obligations of the Parties
3. Rights and Obligations of the Parties
3.1. Rights and obligations of Customer:
3.1. Rights and obligations of Customer:
3.1. Rights and obligations of Customer:
1) Customer has the right to require Company to deliver the products or services under this Agreement.
1) Customer has the right to require Company to deliver the products or services under this Agreement.
1) Customer has the right to require Company to deliver the products or services under this Agreement.
2) Customer shall pay Company the fees on time as agreed in the attachments to this Agreement.
2) Customer shall pay Company the fees on time as agreed in the attachments to this Agreement.
2) Customer shall pay Company the fees on time as agreed in the attachments to this Agreement.
3) Customer shall use the products and services for lawful and compliant purposes and undertakes not to use Company’s services for any illegal or improper activities, including but not limited to the following behaviors:
3) Customer shall use the products and services for lawful and compliant purposes and undertakes not to use Company’s services for any illegal or improper activities, including but not limited to the following behaviors:
3) Customer shall use the products and services for lawful and compliant purposes and undertakes not to use Company’s services for any illegal or improper activities, including but not limited to the following behaviors:
3.2. Rights and obligations of Company:
3.2. Rights and obligations of Company:
3.2. Rights and obligations of Company:
1) Company is obliged to provide the corresponding products and services as agreed in the attachment.
1) Company is obliged to provide the corresponding products and services as agreed in the attachment.
1) Company is obliged to provide the corresponding products and services as agreed in the attachment.
2) Unless otherwise agreed by both Parties in writing, Company will only provide support services and After-sales Services for the Software Products subscribed by Customer. Company is not obliged to provide software upgrades to Customer or offer customized development, value-added services, and other products or services.
2) Unless otherwise agreed by both Parties in writing, Company will only provide support services and After-sales Services for the Software Products subscribed by Customer. Company is not obliged to provide software upgrades to Customer or offer customized development, value-added services, and other products or services.
2) Unless otherwise agreed by both Parties in writing, Company will only provide support services and After-sales Services for the Software Products subscribed by Customer. Company is not obliged to provide software upgrades to Customer or offer customized development, value-added services, and other products or services.
3) If Customer fails to make payment on time agreed in this Agreement, Company has the right to refuse to provide Customer with the services specified in this Agreement until Customer fully pays the outstanding fees. If Company is affected and suffers losses as a result, Customer shall be responsible for eliminating the adverse effects, and Company has the right to demand compensation for all losses incurred.
3) If Customer fails to make payment on time agreed in this Agreement, Company has the right to refuse to provide Customer with the services specified in this Agreement until Customer fully pays the outstanding fees. If Company is affected and suffers losses as a result, Customer shall be responsible for eliminating the adverse effects, and Company has the right to demand compensation for all losses incurred.
3) If Customer fails to make payment on time agreed in this Agreement, Company has the right to refuse to provide Customer with the services specified in this Agreement until Customer fully pays the outstanding fees. If Company is affected and suffers losses as a result, Customer shall be responsible for eliminating the adverse effects, and Company has the right to demand compensation for all losses incurred.
4. Intellectual Property Rights
4. Intellectual Property Rights
4. Intellectual Property Rights
4.1. The Software Products are developed by Company and all its intellectual property rights belong to Company (including but not limited to copyrights of Software Products and trademarks, patents and trade secrets, etc., and trademarks including but not limited to product names, trademarks, service marks, etc.). The signing of this Agreement is not regarded as a transfer of ownership of the Software Products.
4.1. The Software Products are developed by Company and all its intellectual property rights belong to Company (including but not limited to copyrights of Software Products and trademarks, patents and trade secrets, etc., and trademarks including but not limited to product names, trademarks, service marks, etc.). The signing of this Agreement is not regarded as a transfer of ownership of the Software Products.
4.1. The Software Products are developed by Company and all its intellectual property rights belong to Company (including but not limited to copyrights of Software Products and trademarks, patents and trade secrets, etc., and trademarks including but not limited to product names, trademarks, service marks, etc.). The signing of this Agreement is not regarded as a transfer of ownership of the Software Products.
4.2. Unless permitted by law or with written consent from Company, Customer shall not (nor attempt or allow any third party to attempt) : (i) remove information about Company from the Software Products and copies thereof, including, but not limited to, titles, intellectual property and/or restricted rights notices or labels; (ii)adapt, alter, revise, modify, reverse engineer, reverse assemble, reverse compile, decode regarding the binary compilation of the Software Products or otherwise attempt to discover all or any part of the source code or application of the Software Products;(iii) engage in any activities such as selling, renting, lending, transferring, distributing, licensing, sublicensing, copying, linking, reproducing, compiling, presenting, and publishing Software Products (collectively referred to as “Sales Activities”); (iv) modify or forge instructions or data during the operation of software, add, delete, or change the functions or operational effects of software, or operate or disseminate the software or methods used for the above purposes to the public, whether or not such acts are for commercial purposes; (v) engage in secondary development of the Software Products, or any Sales Activities of the secondary development product. (vi) engage in any other acts not expressly authorized by Company.
4.2. Unless permitted by law or with written consent from Company, Customer shall not (nor attempt or allow any third party to attempt) : (i) remove information about Company from the Software Products and copies thereof, including, but not limited to, titles, intellectual property and/or restricted rights notices or labels; (ii)adapt, alter, revise, modify, reverse engineer, reverse assemble, reverse compile, decode regarding the binary compilation of the Software Products or otherwise attempt to discover all or any part of the source code or application of the Software Products;(iii) engage in any activities such as selling, renting, lending, transferring, distributing, licensing, sublicensing, copying, linking, reproducing, compiling, presenting, and publishing Software Products (collectively referred to as “Sales Activities”); (iv) modify or forge instructions or data during the operation of software, add, delete, or change the functions or operational effects of software, or operate or disseminate the software or methods used for the above purposes to the public, whether or not such acts are for commercial purposes; (v) engage in secondary development of the Software Products, or any Sales Activities of the secondary development product. (vi) engage in any other acts not expressly authorized by Company.
4.2. Unless permitted by law or with written consent from Company, Customer shall not (nor attempt or allow any third party to attempt) : (i) remove information about Company from the Software Products and copies thereof, including, but not limited to, titles, intellectual property and/or restricted rights notices or labels; (ii)adapt, alter, revise, modify, reverse engineer, reverse assemble, reverse compile, decode regarding the binary compilation of the Software Products or otherwise attempt to discover all or any part of the source code or application of the Software Products;(iii) engage in any activities such as selling, renting, lending, transferring, distributing, licensing, sublicensing, copying, linking, reproducing, compiling, presenting, and publishing Software Products (collectively referred to as “Sales Activities”); (iv) modify or forge instructions or data during the operation of software, add, delete, or change the functions or operational effects of software, or operate or disseminate the software or methods used for the above purposes to the public, whether or not such acts are for commercial purposes; (v) engage in secondary development of the Software Products, or any Sales Activities of the secondary development product. (vi) engage in any other acts not expressly authorized by Company.
4.3. If Company’s Software Products undergo iterative updates, Company independently owns the ownership and related intellectual property rights of the iterative product, and Customer shall not infringe upon them.
4.3. If Company’s Software Products undergo iterative updates, Company independently owns the ownership and related intellectual property rights of the iterative product, and Customer shall not infringe upon them.
4.3. If Company’s Software Products undergo iterative updates, Company independently owns the ownership and related intellectual property rights of the iterative product, and Customer shall not infringe upon them.
4.4. After this contract takes effect, Customer agrees to authorize Company to use Customer’s name, trademark and logo in publicity and promotion, but only to indicate that Customer is a customer or partner of Company. Company shall comply with the laws and regulations, and shall not exaggerate or falsely advertise.
4.4. After this contract takes effect, Customer agrees to authorize Company to use Customer’s name, trademark and logo in publicity and promotion, but only to indicate that Customer is a customer or partner of Company. Company shall comply with the laws and regulations, and shall not exaggerate or falsely advertise.
4.4. After this contract takes effect, Customer agrees to authorize Company to use Customer’s name, trademark and logo in publicity and promotion, but only to indicate that Customer is a customer or partner of Company. Company shall comply with the laws and regulations, and shall not exaggerate or falsely advertise.
5. Force Majeure and Disclaimer
5. Force Majeure and Disclaimer
5. Force Majeure and Disclaimer
5.1. Company cannot at all times foresee and prevent legal, technical and other risks, including but not limited to force majeure, power supply failure, communication network failures, government investigations, judicial administrative orders, etc., which may cause service interruptions, data loss, and other losses and risks. Company disclaims responsibility for losses caused by the aforementioned risks within the limits permitted by law. Furthermore, the occurrence of the aforementioned situations and the cancellation or termination of any services based on these reasons do not exempt Customer from fulfilling corresponding payment obligations for services already provided by Company under this Agreement.
5.1. Company cannot at all times foresee and prevent legal, technical and other risks, including but not limited to force majeure, power supply failure, communication network failures, government investigations, judicial administrative orders, etc., which may cause service interruptions, data loss, and other losses and risks. Company disclaims responsibility for losses caused by the aforementioned risks within the limits permitted by law. Furthermore, the occurrence of the aforementioned situations and the cancellation or termination of any services based on these reasons do not exempt Customer from fulfilling corresponding payment obligations for services already provided by Company under this Agreement.
5.1. Company cannot at all times foresee and prevent legal, technical and other risks, including but not limited to force majeure, power supply failure, communication network failures, government investigations, judicial administrative orders, etc., which may cause service interruptions, data loss, and other losses and risks. Company disclaims responsibility for losses caused by the aforementioned risks within the limits permitted by law. Furthermore, the occurrence of the aforementioned situations and the cancellation or termination of any services based on these reasons do not exempt Customer from fulfilling corresponding payment obligations for services already provided by Company under this Agreement.
5.2. Within the limits permitted by law, Company shall not be liable for any interruption or blockage of the use of the Software Products caused by the following circumstances: (i) improper operation by Customer or gross negligence, or the use of the Software Products through means not authorized by Company; (ii) during the effective period of this Agreement, Company cannot provide the agreed services due to laws or policies issued or changed by relevant government authorities; (iii) other circumstances beyond the control or reasonable foresight of Company at the time of signing this Agreement.
5.2. Within the limits permitted by law, Company shall not be liable for any interruption or blockage of the use of the Software Products caused by the following circumstances: (i) improper operation by Customer or gross negligence, or the use of the Software Products through means not authorized by Company; (ii) during the effective period of this Agreement, Company cannot provide the agreed services due to laws or policies issued or changed by relevant government authorities; (iii) other circumstances beyond the control or reasonable foresight of Company at the time of signing this Agreement.
5.2. Within the limits permitted by law, Company shall not be liable for any interruption or blockage of the use of the Software Products caused by the following circumstances: (i) improper operation by Customer or gross negligence, or the use of the Software Products through means not authorized by Company; (ii) during the effective period of this Agreement, Company cannot provide the agreed services due to laws or policies issued or changed by relevant government authorities; (iii) other circumstances beyond the control or reasonable foresight of Company at the time of signing this Agreement.
6. Confidentiality of information
6. Confidentiality of information
6. Confidentiality of information
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
7. Liability and Compensation
7. Liability and Compensation
7. Liability and Compensation
7.1. Company shall indemnify Customer for any other economic loss caused to Customer due to Company’s reasons. For the avoidance of doubt, both Parties agree that Company’s maximum liability to Customer shall not exceed the Subscription Fees paid by Customer to Company under this Agreement.
7.1. Company shall indemnify Customer for any other economic loss caused to Customer due to Company’s reasons. For the avoidance of doubt, both Parties agree that Company’s maximum liability to Customer shall not exceed the Subscription Fees paid by Customer to Company under this Agreement.
7.1. Company shall indemnify Customer for any other economic loss caused to Customer due to Company’s reasons. For the avoidance of doubt, both Parties agree that Company’s maximum liability to Customer shall not exceed the Subscription Fees paid by Customer to Company under this Agreement.
7.2. If either Party fails to fulfill its obligations under this Agreement, and the defaulting party fails to correct the breach or has already become irremediable within fourteen (14) days after the other party raises a written objection, the non-defaulting party has the right to terminate this Agreement and request the defaulting party to pay the expenses incurred thereby.
7.2. If either Party fails to fulfill its obligations under this Agreement, and the defaulting party fails to correct the breach or has already become irremediable within fourteen (14) days after the other party raises a written objection, the non-defaulting party has the right to terminate this Agreement and request the defaulting party to pay the expenses incurred thereby.
7.2. If either Party fails to fulfill its obligations under this Agreement, and the defaulting party fails to correct the breach or has already become irremediable within fourteen (14) days after the other party raises a written objection, the non-defaulting party has the right to terminate this Agreement and request the defaulting party to pay the expenses incurred thereby.
7.3. If any third party indirectly receives any products or services from Company through Customer and incurs actual losses, Company shall not be responsible for such loss in any case. At the same time, Company has the right to hold Customer responsible for disclosing information and other trade secrets to third parties.
7.3. If any third party indirectly receives any products or services from Company through Customer and incurs actual losses, Company shall not be responsible for such loss in any case. At the same time, Company has the right to hold Customer responsible for disclosing information and other trade secrets to third parties.
7.3. If any third party indirectly receives any products or services from Company through Customer and incurs actual losses, Company shall not be responsible for such loss in any case. At the same time, Company has the right to hold Customer responsible for disclosing information and other trade secrets to third parties.
8. Changes and Termination
8. Changes and Termination
8. Changes and Termination
8.1. Unless otherwise agreed in this Agreement, both Parties can mutually agree to terminate this Agreement. In addition, Company is entitled to terminate this Agreement before the expiration of the term by giving a 7-day prior written notice to Customer. Such termination of this Agreement shall not, in any manner whatsoever, constitute a waiver of any liabilities incurred by either Party due to a breach of this Agreement towards the other Party.
8.1. Unless otherwise agreed in this Agreement, both Parties can mutually agree to terminate this Agreement. In addition, Company is entitled to terminate this Agreement before the expiration of the term by giving a 7-day prior written notice to Customer. Such termination of this Agreement shall not, in any manner whatsoever, constitute a waiver of any liabilities incurred by either Party due to a breach of this Agreement towards the other Party.
8.1. Unless otherwise agreed in this Agreement, both Parties can mutually agree to terminate this Agreement. In addition, Company is entitled to terminate this Agreement before the expiration of the term by giving a 7-day prior written notice to Customer. Such termination of this Agreement shall not, in any manner whatsoever, constitute a waiver of any liabilities incurred by either Party due to a breach of this Agreement towards the other Party.
8.2. Unless otherwise agreed, this Agreement can only be changed after unanimous written confirmation by both Parties.
8.2. Unless otherwise agreed, this Agreement can only be changed after unanimous written confirmation by both Parties.
8.2. Unless otherwise agreed, this Agreement can only be changed after unanimous written confirmation by both Parties.
8.3. If Customer requests an early termination of this Agreement and Company has already delivered the Software Products, the prepaid Total Price by Customer shall not be refunded. If Company has not delivered the Software Products, Customer’s prepaid Total Price can be refunded at a rate of 50%. In the event of Customer’s early termination causing any loss to Company, Customer shall be liable to compensate for all losses incurred by Company.
8.3. If Customer requests an early termination of this Agreement and Company has already delivered the Software Products, the prepaid Total Price by Customer shall not be refunded. If Company has not delivered the Software Products, Customer’s prepaid Total Price can be refunded at a rate of 50%. In the event of Customer’s early termination causing any loss to Company, Customer shall be liable to compensate for all losses incurred by Company.
8.3. If Customer requests an early termination of this Agreement and Company has already delivered the Software Products, the prepaid Total Price by Customer shall not be refunded. If Company has not delivered the Software Products, Customer’s prepaid Total Price can be refunded at a rate of 50%. In the event of Customer’s early termination causing any loss to Company, Customer shall be liable to compensate for all losses incurred by Company.
9. Applicable Law and Dispute Resolution
9. Applicable Law and Dispute Resolution
9. Applicable Law and Dispute Resolution
9.1. The Parties agree that this Agreement (and all the rights and obligations herein) shall be governed by, construed and enforced in accordance with, the laws of Singapore.
9.1. The Parties agree that this Agreement (and all the rights and obligations herein) shall be governed by, construed and enforced in accordance with, the laws of Singapore.
9.1. The Parties agree that this Agreement (and all the rights and obligations herein) shall be governed by, construed and enforced in accordance with, the laws of Singapore.
9.2. Any dispute, controversy, claim or difference of any kind whatsoever arising out of, relating to or in connection with this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof, the validity, scope and enforceability of this arbitration provision and any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre 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 three arbitrators and the language of the arbitration shall be English.
9.2. Any dispute, controversy, claim or difference of any kind whatsoever arising out of, relating to or in connection with this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof, the validity, scope and enforceability of this arbitration provision and any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre 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 three arbitrators and the language of the arbitration shall be English.
9.2. Any dispute, controversy, claim or difference of any kind whatsoever arising out of, relating to or in connection with this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof, the validity, scope and enforceability of this arbitration provision and any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre 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 three arbitrators and the language of the arbitration shall be English.
10. Miscellaneous
10. Miscellaneous
10. Miscellaneous
10.1. Any notice under or in connection with this Agreement sent by any Party shall be in writing. In the event that any notice is sent in person, by fax, or by a recognized courier service or email to the Contact Addresses or Email Addresses under this Agreement, or fax numbers or other addresses that the Parties have informed in advance, such notice shall be deemed delivered.
10.1. Any notice under or in connection with this Agreement sent by any Party shall be in writing. In the event that any notice is sent in person, by fax, or by a recognized courier service or email to the Contact Addresses or Email Addresses under this Agreement, or fax numbers or other addresses that the Parties have informed in advance, such notice shall be deemed delivered.
10.1. Any notice under or in connection with this Agreement sent by any Party shall be in writing. In the event that any notice is sent in person, by fax, or by a recognized courier service or email to the Contact Addresses or Email Addresses under this Agreement, or fax numbers or other addresses that the Parties have informed in advance, such notice shall be deemed delivered.
10.2. The attachments to this Agreement are an integral part of this Agreement and have the same legal effect as this Agreement.
10.2. The attachments to this Agreement are an integral part of this Agreement and have the same legal effect as this Agreement.
10.2. The attachments to this Agreement are an integral part of this Agreement and have the same legal effect as this Agreement.
10.3. The Parties may negotiate jointly and sign a written supplementary agreement for matters not covered herein, and the supplementary agreement shall have the same legal effect as this Agreement.
10.3. The Parties may negotiate jointly and sign a written supplementary agreement for matters not covered herein, and the supplementary agreement shall have the same legal effect as this Agreement.
10.3. The Parties may negotiate jointly and sign a written supplementary agreement for matters not covered herein, and the supplementary agreement shall have the same legal effect as this Agreement.
10.4. If any term or condition of this Agreement is held to be invalid or unenforceable to any extent by competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term and condition shall be valid and enforceable to the fullest extent permitted by law.
10.4. If any term or condition of this Agreement is held to be invalid or unenforceable to any extent by competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term and condition shall be valid and enforceable to the fullest extent permitted by law.
10.4. If any term or condition of this Agreement is held to be invalid or unenforceable to any extent by competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term and condition shall be valid and enforceable to the fullest extent permitted by law.
10.5. Neither Party may assign or transfer this Agreement or any rights or delegate any obligations hereunder to any third party (except for its affiliates) without the prior written consent of the other party. Any assignment, transfer or delegation in violation of this Section 10.5 shall be null and void.
10.5. Neither Party may assign or transfer this Agreement or any rights or delegate any obligations hereunder to any third party (except for its affiliates) without the prior written consent of the other party. Any assignment, transfer or delegation in violation of this Section 10.5 shall be null and void.
10.5. Neither Party may assign or transfer this Agreement or any rights or delegate any obligations hereunder to any third party (except for its affiliates) without the prior written consent of the other party. Any assignment, transfer or delegation in violation of this Section 10.5 shall be null and void.
10.6. This Agreement shall be legally binding on the date when the Parties duly sign and seal this Agreement. This Agreement shall be executed in two (2) copies with each party holding one (1) original copy, and shall have the same legal effect.
10.6. This Agreement shall be legally binding on the date when the Parties duly sign and seal this Agreement. This Agreement shall be executed in two (2) copies with each party holding one (1) original copy, and shall have the same legal effect.
10.6. This Agreement shall be legally binding on the date when the Parties duly sign and seal this Agreement. This Agreement shall be executed in two (2) copies with each party holding one (1) original copy, and shall have the same legal effect.
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