SUPPLY AND SERVICES AGREEMENT

TABLE OF CONTENTS

1. Supply of products and services..............................................................................1

2. Commencement and term......................................................................................3
3. Payment.................................................................................................................3
4. Supplier’s obligations..............................................................................................4
5. Customer’s obligations...........................................................................................6
6. Termination............................................................................................................7
7. Obligations on termination.....................................................................................7
8. Status and liability..................................................................................................7
9. Notice.....................................................................................................................8
10. Non-assignment......................................................................................................9
11. Conflict with other agreements..............................................................................9
12. Legal relationship..................................................................................................10
13. Costs.....................................................................................................................10
14. Set-off...................................................................................................................11
15. Confidentiality and announcement.......................................................................11
16. Further assurances................................................................................................16
17. Variation...............................................................................................................16
18. Invalid terms.........................................................................................................17
19. Waiver..................................................................................................................17
20. Remedies..............................................................................................................18
21. No third-party enforcement..................................................................................18
22. Cumulative remedies............................................................................................18
23. Force majeure.......................................................................................................19
24. Whole agreement.................................................................................................19
25. Counterparts.........................................................................................................20
26. Governing law.......................................................................................................20
27. Arbitration............................................................................................................20
Schedule 1 The Products..................................................................................................23
Schedule 2 The Services...................................................................................................24
IMPORTANT NOTE: This specimen agreement is for reference only and does not take into
account the specific circumstances of the legal and commercial arrangements that the
parties are entering into. Appropriate customization of the provisions as set out in this
specimen agreement is required to ensure that the requisite terms and conditions in light of
the circumstances of each party represented are included. Under no circumstances shall this
specimen agreement be regarded as exhaustive in respect of provisions that are to be
included and the provision of this specimen agreement shall not be construed or be taken as
legal advice or the provision of legal advice under all circumstances.

THIS SUPPLY AND SERVICES AGREEMENT (this Agreement) is dated [●] and made

BETWEEN:

(1) [●], a company incorporated in Singapore (Customer Registration No.: [●]), with its
registered office at [●] (the Supplier); and

(2) [●], a company incorporated in Singapore (Customer Registration No.: [●]), with its
registered office at [●] (the Customer),

(each, a Party and collectively, the Parties).

WHEREAS:

(A) The Supplier is in the business of [supplier’s business].

(B) The Supplier shall supply to the Customer the products as set out in Schedule 1 (the
Products) and the services as set out in Schedule 2 (the Services) in accordance with the
terms of this Agreement.

1. Supply of products and services

1.1 The Supplier shall [use [commercially reasonable][reasonable][best] efforts to]

provide to the Customer the Products and Services. The Supplier shall provide the
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Products and Services in accordance with the terms and conditions in this
Agreement [and in a professional and diligent manner consistent with industry
standards and good business practice].

1.2 [The Supplier acknowledges that time is of the essence with respect to Supplier’s
obligations hereunder and that prompt and timely performance of all such
obligations is strictly required.]

1.3 The Supplier shall comply with all applicable laws in its performance of the Services.

1.4 The Supplier shall obtain the Customer’s prior written approval, which [shall not be
unreasonably withheld or delayed][may be given or withheld in Customer’s sole
discretion] prior to entering into agreements with or otherwise engaging any person
who is not a Supplier employee, including any independent consultants, contractors,
subcontractors, or affiliates of Supplier (each such approved third-party, a Permitted
Third Party Supplier), to provide any services or deliverables to the Customer in
connection with the Services. The Customer’s approval shall not relieve the Supplier
of its obligations under the Agreement, and the Supplier shall remain fully
responsible for the performance of each such Permitted Third Party Supplier and its
employees and for their compliance with all the terms and conditions of this
Agreement as if they were the Supplier’s own employees. Nothing contained in this
Agreement shall create any contractual relationship between the Customer and any
Supplier subcontractor or supplier.

1.5 All persons employed by Supplier in connection with the Services shall either be
employees of Supplier or consultants or independent contractors retained by
Supplier. Supplier shall be solely responsible for complying with all laws and
regulations affecting such persons.

1.6 The Supplier shall at all times comply with all applicable laws, statues and regulations
that are applicable to [the operation of its business and to] this Agreement and its
performance hereunder[, except to the extent that failure to comply [could][would]
not, in the aggregate, [reasonably be expected to] have a [material adverse effect

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[on its business or] on its ability to comply with its obligations under this
Agreement]]. Without limiting the generality of the foregoing, each Party shall at all
times, at its own expense, obtain and maintain all certifications, credentials,
authorizations, licenses, and permits [materially] necessary to conduct [that portion
of] its business relating to the exercise of its rights and the performance of its
obligations under this Agreement.

2. Commencement and term

The Supplier shall supply the Products and Services [weekly][monthly][quarterly] to

the Customer with effect from [●] (the Commencement Date) for a period of [●] (the
Term). On expiry of the Term, this Agreement may be renewed on such terms and
conditions as may be mutually agreed between the Supplier and the Customer.

3. Payment

3.1 In consideration of the provision of the Products and Services under this Agreement,
the Customer shall pay the Supplier:

(a) in respect of the Products, the total price of the Products, calculated in
accordance with the prices set out in Schedule 1; and

(b) in respect of the Services, a [one-time][monthly][quarterly] fee of S$

[amount], [which amount shall be inclusive of any costs of materials or other
expenses of the Supplier in providing such Services].

3.2 The Client agrees to [pay][reimburse the Service Provider] for all [actual,
documented, and] reasonable travel and out-of-pocket expenses incurred by the
Supplier in connection with the performance of the Services [that have been
approved in advance in writing by the Customer][; provided, that such expenses
conform to the Customer’s standard travel and expense policy].

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3.3 The Supplier shall issue [monthly][quarterly] invoices to the Client for the fees that
are then payable, together with a detailed breakdown of any expenses incurred in
accordance with Clause 3.2.

3.4 Payment to the Supplier of the fees in accordance with Clause 3.1 and the [payment]
[reimbursement] of expenses pursuant to Clause 3.2 shall constitute payment in full
for the performance of the Services, and the Client shall not be responsible for
paying any other fees, costs, or expenses.

3.5 The Customer shall pay all properly invoiced amounts due to the Service Provider
within [three] days after the Customer’s receipt of such invoice.

4. Supplier’s obligations

4.1 In supplying the Products, the Supplier shall:

(a) endeavour to [deliver the Products to [the Customer’s registered address]

(the Delivery Location)][have the Products ready for collection at [the
Supplier’s registered address]] by the [delivery date] (the Delivery Date)
every [week][month][quarter];

(b) ensure that the Products are of a reasonable quality and standard for the
purposes of [● insert purposes ];

(c) comply with all applicable laws, statutes and regulations in the [manufacture,
packaging and delivery] of the Products; and

(d) [● insert other obligations].

4.2 If the Supplier fails to [deliver the Products OR have the Products ready for
collection] by the relevant Delivery Date, its liability shall be limited to the
[reasonable] costs and expenses incurred by the Customer in obtaining replacement
goods of similar description and quality in the cheapest market available, less the
Price of the Products.

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4.3 If [five] Business Days after the day on which the Supplier [attempted to make
delivery of Products][notified the Customer that Products were ready for collection]
the Customer has not [taken delivery of][collected] those Products, the Supplier may
resell or otherwise dispose of part or all of the Products [and, after deducting
reasonable storage and selling costs, account to the Buyer for any excess over the
price of the Products, or charge the Customer for any shortfall below the price of the
Products].

4.4 [If the Supplier delivers up to and including [5]% more or less than the quantity of
Products ordered, the Customer may not reject them[, but on receipt of notice from
the Customer that the wrong quantity of Products was delivered, a pro rata
adjustment shall be made to the Order invoice].]

4.5 The Supplier [may deliver Orders by instalments OR shall not deliver Orders in
instalments without the Customer’s prior written consent] which shall then be
invoiced and paid for separately. The Customer may not cancel an instalment
because of any delay in delivery or defect in another instalment.

4.6 The Customer shall have the right to exercise their reasonable discretion to reject
the Products and request a replacement if the Products are not satisfactory for the
purposes of [● insert purposes]. The Supplier shall then endeavour to supply to the
Customer the replacement Products within a reasonable amount of time and as
agreed between the Parties, or alternatively, be liable under Clause 4.2.

4.7 In supplying the Services, the Supplier shall:

(a) perform the Services with reasonable care and skill;

(b) [use reasonable endeavours to] perform the Services in accordance with the
service description set out in Schedule 2;

(c) [ensure that the Deliverables, and all goods, materials, standards and
techniques used in providing the Services are of satisfactory quality and are
fit for purpose;]

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(d) comply with all applicable laws, statutes, regulations [and codes] from time
to time in force, provided that the Supplier shall not be liable under this
Agreement if, as a result of such compliance, it is in breach of any of its
obligations under the Agreement; and

(e) [observe all reasonable health and safety rules and regulations and security
requirements that apply at any of the Customer’s premises and have been
communicated to the Supplier, provided that the Supplier shall not be liable
under the Contract if, as a result of such observation, it is in breach of any of
its obligations under the Contract].

5. Customer’s obligations

5.1 In respect of the Services, the Customer shall:

(a) co-operate with the Supplier in all matters relating to the Services;

(b) provide, for the Supplier, its agents, subcontractors, consultants and
employees, in a timely manner and at no charge, access to the Customer’s
premises, office accommodation, data and other facilities as [reasonably]
required by the Supplier [or any of them];

(c) provide, in a timely manner, such information as the Supplier may

[reasonably] require in the rendering of the Services, and ensure that it is
accurate and complete in all material respects; and

(d) [● insert other obligations].

5.2 If the Supplier’s performance of its obligations under this Agreement is prevented or
delayed by any act or omission of the Customer, its agents, subcontractors,
consultants or employees, the Supplier shall:

(a) not be liable for any costs, charges or losses sustained or incurred by the
Customer that arise directly or indirectly from such prevention or delay;

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(b) be entitled to payment of the Fees despite any such prevention or delay; and

(c) be entitled to recover any additional costs, charges or losses the Supplier
sustains or incurs that arise directly or indirectly from such prevention or
delay.

6. Termination

6.1 This Agreement may be terminated by either Party giving to the other not less than
[one month’s] prior written notice.

6.2 Either Party may at any time terminate this Agreement with immediate effect with
no liability to make any further payment to the other Party (other than in respect of
any accrued fees or expenses at the date of termination) if:

(a) the other Party is in material breach of any of its obligations under this
Agreement; or

(b) after notice in writing, the other Party wilfully neglects to provide or fails to
remedy any default in the performance of any of its obligations under this
Agreement within a reasonable period.

Any delay by either Party in exercising its rights to terminate shall not constitute a
waiver of those rights.

7. Obligations on termination

Any property belonging to each Party (the first Party) in the possession of the other
Party and any original or copy documents obtained in the course of performing its
obligations under this Agreement shall be returned to the first Party at any time on
request and in any event on or before the termination of this Agreement. The Parties
also hereby undertake (and shall ensure that each of their relevant personnel
undertakes) to irretrievably delete any information relating to the business of the
first Party stored on any magnetic or optical disk or memory, and all matter derived

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from such sources which is in its/his possession or under its/his control outside the
premises of the first Party.

8. Status and liability

8.1 The Supplier will be an independent contractor and nothing in this Agreement shall
render it an agent or partner of the Customer and it shall not hold itself out as such.

8.2 Neither Party shall be in breach of this Agreement not liable for delay in performing,
or failure to perform, any of its obligations under this Agreement if such delay or
failure results from events, circumstances or causes beyond its reasonable control.

9. Notice

9.1 For the purpose of this Clause 9, Business Day is defined as a day (other than a
Saturday, Sunday or public holiday) when banks in Singapore are open for business
and Working Hours is defined as the hours between [9am] and [5pm], Singapore
time.

9.2 Any notice to be given by one Party to the other Party in connection with this
Agreement shall be in writing in English and signed by or on behalf of the Party giving
it. It shall be delivered by hand, [email,] registered post or courier [using an
internationally recognised courier company].

9.3 A notice shall be effective upon receipt and shall be deemed to have been received:
(i) at the time of delivery, if delivered by hand, registered post or courier [or (ii) at
the time of transmission if delivered by email]. Where delivery occurs outside
Working Hours, notice shall be deemed to have been received at the start of
Working Hours on the next following Business Day.

9.4 The addresses [and email addresses] of the Parties for the purpose of Clause 9.2 are:

Licensor

[●] Address: [Email:]

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For the attention of:

Licensee

[●] Address: [Email:]

For the attention of:

9.5 Each Party shall notify the other Party in writing of a change to its details in
Clause 9.4 from time to time.

9.6 The provisions of this Clause 9 shall not apply to the service of any proceedings or
other documents in any legal action.

10. Non-assignment

Except with the prior written consent of the other Party, neither Party may:

(a) assign, transfer, charge or otherwise deal with any of its rights or obligations
under this Agreement nor grant, declare, create or dispose of any right or
interest in it[; or

(b) sub-contract the performance of any of its obligations under this Agreement.]

11. Conflict with other agreements

[Use this if other agreement to prevail over this Agreement]

11.1 [If there is any conflict between the terms of this Agreement and [● to insert
relevant document], the terms of [● to insert relevant document] shall prevail.]

[Use this if this Agreement to prevail over other agreements]

11.2 [If there is any conflict between the terms of this Agreement and any other
agreement, the terms of this Agreement shall prevail (as between the Parties to this
Agreement and as between any affiliates of either Party) to the extent of the
inconsistency unless:

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(a) the other agreement expressly states that it overrides this Agreement in the
relevant respect; and

(b) the Parties:

(i) are also parties to that other agreement; or

(ii) expressly agree in writing that the other agreement overrides this
Agreement in that respect.]

12. Legal relationship

Nothing in this Agreement shall constitute a partnership between the Parties nor
make either Party the agent of the other Party for any purpose.

13. Costs

[Use this if each Party to pay own costs]

13.1 Except as otherwise provided in this Agreement, each Party shall pay its own costs
and expenses incurred in connection with negotiating, preparing and completing this
Agreement [and the other documents referred to in this Agreement].

[Use this if each Party to pay own costs and to indemnify other Party if Agreement is
terminated]

13.2 Except as otherwise provided in this Agreement, each Party shall pay its own costs
and expenses incurred in connection with negotiating, preparing and completing this
Agreement [and the other documents referred to in this Agreement].

13.3 If either Party terminates this Agreement, the other Party shall indemnify and hold
harmless that Party against all costs and expenses incurred by that Party arising out
of or in connection with negotiating, preparing and completing this Agreement [and
the other documents referred to in this Agreement].

[Use this if costs are to be shared]

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13.4 Except as otherwise provided in this Agreement, the Parties shall share equally the
costs and expenses (excluding each Party’s own income or equivalent taxation)
incurred in connection with negotiating, preparing and completing this Agreement
[and the other documents referred to in this Agreement].

[Use this if one Party to pay costs of other Party]

13.5 The [Supplier][Customer] shall indemnify and hold harmless the [Supplier]
[Customer] against:

(a) all costs and expenses (excluding taxation) incurred by the [Supplier]
[Customer] arising out of or in connection with negotiating, preparing and
completing this Agreement [and the other documents referred to in this
Agreement]; and

(b) all costs and expenses incurred by the [Supplier][Customer] in connection

with any variation, consent or approval requested by the [Supplier]
[Customer] [or in connection with the preservation or enforcement, or the
attempted preservation or enforcement, of any of [Supplier’s][Customer’s]
rights under this Agreement.

13.6 The [Customer] shall promptly pay any stamp or other documentary or transaction
duties and any other transfer taxes that result from this Agreement or its
implementation [and shall indemnify and hold harmless the [Supplier] against all
costs and expenses incurred by the [Supplier] arising out of or in connection with any
delay or omission by the [Customer] to pay those duties or taxes].

14. Set-off

The Customer shall pay all sums due under this Agreement [without set-off or
counterclaim.]

15. Confidentiality and announcement

15.1 For the purposes of this Clause 15:

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(a) Confidential Information means information, whether disclosed in writing,

orally or by other means, whether tangible or intangible, that the disclosing
party discloses to the receiving party in strict confidence and considers to be
confidential and/or proprietary, including but not limited to: (i) information
relating to the disclosing party’s and/or its affiliates’ (or their respective
customers and/or suppliers) current and future research and development,
strategies, plans, work in progress, engineering, manufacturing, and products
and services; (ii) information relating to the disclosing party’s and/or its
affiliates’ or their respective customers’ and/or suppliers’) inventions, works
of authorship, copyrights, patents, trade secrets, know-how, drawings,
designs, claims, prices, processes, materials, equipment, methods,
specifications, formulae, samples, compounds, formulations, results, or data;
and (iii) information relating to the disclosing party’s and/or its affiliates’
business, personnel matters, sales, marketing activities, as well as technical
and financial information, marked or designated by the disclosing party as
“confidential” or “proprietary”. Confidential Information also includes
information which, by the nature of the circumstances surrounding the
disclosure, ought in good faith to be treated as confidential;

(b) affiliates means: (i) an organisation, which directly or indirectly controls

either Party; or (ii) an organisation which is directly or indirectly controlled by
either Party; or (iii) an organisation, which is controlled, directly or indirectly,
by the ultimate parent company of either Party. The term, control, as used
herein means the possession of the power to direct or cause the direction of
the management and the policies of an entity, whether through the
ownership of a majority of the outstanding voting security or by contract or
otherwise.

15.2 Each Party shall:

(a) hold Confidential Information in confidence;

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(b) [not copy or reproduce it;]

(c) not disclose it to any person other than an affiliate or an adviser appointed to
advise that Party on the subject matter of this Agreement strictly on a ‘need-
to-know’ basis; and

(d) use (and ensure that any of the aforesaid affiliate or adviser in possession of
such Confidential Information uses) the Confidential Information only for the
purpose of exercising or performing that Party’s rights and obligations under
this Agreement.

15.3 Clause 15 shall not apply to Confidential Information to the extent that:

(a) the Confidential Information is required to be disclosed by law or by any

stock exchange or governmental or regulatory authority. If the receiving
party believes that this sub-Clause 15.3 applies, it shall, as far as it is
practicable and lawful to do so [(and except in connection with disclosure to
a tax authority having competent jurisdiction over the receiving party)]:

(i) first consult the disclosing party to give the disclosing party an
opportunity to contest the disclosure; and

(ii) take into account the disclosing party’s reasonable requirements

about the proposed form, timing, nature and extent of the disclosure;

(b) the Confidential Information is required to be disclosed so that the receiving

party can fulfil its obligations under this Agreement;

(c) the Confidential Information was already in the public domain when it was
first [made available to][received by] the receiving party;

(d) the Confidential Information subsequently enters the public domain, other
than through breach of Clause 15.2;

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(e) written records show that, when the Confidential Information was first made
available to the receiving party, it was already in the lawful possession of the
receiving party or any of its affiliates;

(f) the Confidential Information is developed by or for the receiving party at any
time independently of the information disclosed to it by the disclosing party
[by persons who have had no access to or knowledge of the said
information];

(g) [after it is first made available to either of them, the receiving party or an
affiliate lawfully receives the Confidential Information from a third party who
does not owe the disclosing party, or any of its affiliates, an obligation of
confidence in relation to it;]

(h) [the Confidential Information is required to be disclosed for the purpose of

any arbitral or judicial proceedings arising out of this Agreement [(or any
other document referred to in this Agreement)]];

(i) [the Confidential Information is required to be disclosed to lending banks,

financial institutions or any other funding or prospective funding (whether
debt or equity) parties of the receiving party or any of its affiliates or
arrangers of that funding or rating agencies engaged by or on behalf of the
receiving party for the purpose of getting funding;]

(j) [the Confidential Information is required to be disclosed to a bona fide third-

party purchaser or prospective purchaser of any shares in or assets of the
receiving party;] or

(k) [the Confidential Information is required to be disclosed by the receiving

party to:

(i) its direct or indirect investors, including any person who the receiving
party reasonably believes is likely to become a direct or indirect
investor;

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(ii) persons who the receiving party reasonably believes are likely to
become investors in its shares, whether directly or indirectly, through
syndication by its investors; or

(iii) directors, officers or advisers of persons falling under (i) or (ii).]

15.4 Each Party shall disclose Confidential Information as permitted by this Clause 15 only
if it is reasonably required and, in the case of disclosures under Clauses 15.3(b),
15.3(i), 15.3(j) and 15.3(k), only if the Party to whom the disclosure is made is
informed of the confidential nature of the Confidential Information and
acknowledges that it is subject to a duty of confidentiality on substantially the same
terms as this Clause 15.

15.5 Subject to Clause 15.6, if this Agreement terminates, the receiving party shall (and
shall procure that its affiliates shall), within [20] days after receiving a written
request by the disclosing party:

(a) destroy, or return to the disclosing party, all copies of any document that
contains any Confidential Information;

(b) take reasonable steps to erase the Confidential Information from any
computer or other digital device on which it is held; and

(c) appoint one of its authorised officers to supervise the steps contemplated in
Clauses 15.5(a) and 15.5(b), and to certify in writing to the disclosing party
that they have been carried out.

For the purposes of Clause 15, document includes any material prepared by or on
behalf of either Party or its affiliates.

15.6 Each Party and its affiliates may retain any Confidential Information to the extent
required, and for the time period specified, by any applicable law, including the rules
of a professional body [or under the terms of any of its insurance policies].

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15.7 Subject to Clause 15.8, neither Party shall make, or permit any person to make, any
public announcement, communication or circular (an announcement) concerning
this Agreement [or any other document referred to in this Agreement] or the subject
matter of this Agreement without the prior written consent of the other Party [(such
consent not to be unreasonably withheld or delayed)].

15.8 Nothing in Clause 15.7, shall prevent either Party from making an announcement
required to by law or by any stock exchange or governmental or regulatory
authority. Where one Party and/or its advisers is required to make the necessary
announcement, such Party if permitted by the applicable laws, rules or regulations
undertakes to inform the other Party of such fact in advance.

15.9 [The provisions of this Clause 15 shall survive termination [or expiry] of this
Agreement.][The provisions of this Clause 15 shall survive for a period of [two]
[three] years from termination [or expiry] of this Agreement.]

16. Further assurances

16.1 [At its own cost and expense,] each Party and its affiliates shall do anything that is
required by law or may be [reasonably] necessary [or desirable] [to implement and
give effect to [this Agreement][and the documents referred to in this Agreement]].

16.2 Each Party shall procure [so far as it lawfully can][so far as it is lawful and practicable
to do so] that each of its [affiliates] complies with all obligations under [this
Agreement][and the documents referred to in this Agreement] that are expressed to
apply to any of its affiliates.

17. Variation

17.1 No variation of this Agreement shall be valid unless it is in writing and signed by or
on behalf of all of the Parties to it.

17.2 If this Agreement is varied:

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(a) the variation shall not constitute a general waiver of any provisions of this
Agreement;

(b) the variation shall not affect any rights, obligations or liabilities under this
Agreement that have already accrued up to the date of variation; and

(c) the rights and obligations of the Parties under this Agreement shall remain in
force, except as, and only to the extent that, they are varied.

18. Invalid terms

18.1 Each of the provisions of this Agreement is severable.

18.2 If and to the extent that any provision of this Agreement :

(a) is held to be, or becomes, invalid or unenforceable under the law of any
jurisdiction; but

(b) would be valid, binding and enforceable if some part of the provision were
deleted or amended,

then the provision shall apply with the minimum modifications necessary to make it
valid, binding and enforceable and neither the validity or enforceability of the
remaining provisions of this Agreement, nor the validity or enforceability of that
provision under the Law of any other jurisdiction, shall in any way be affected or
impaired as a result of this Clause 18.2.

18.3 [The Parties shall negotiate in good faith to amend or replace any invalid, void or
unenforceable provision with a valid, binding and enforceable substitute provision or
provisions, so that, after the amendment or replacement, the commercial effect of
the Agreement is as close as possible to the effect it would have had if the relevant
provision had not been invalid, void or unenforceable.]

18.4 The Supplier shall not be bound by any provision of this Agreement to the extent
that it constitutes an unlawful fetter on any of its statutory powers.

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19. Waiver

19.1 No failure to exercise, or delay in exercising, any right under this Agreement [or any
other document referred to in this Agreement] or provided by law shall affect that
right or operate as a waiver of the right. The single or partial exercise of any right
under this Agreement [or any other document referred to in this Agreement] or
provided by law shall not preclude any further exercise of.

19.2 [The rights and remedies of the Supplier under this Agreement shall not be affected,
and the Customer’s liability under this Agreement shall not, subject to compliance
with the notice requirements in Clause 9 (Notices) of this Agreement, be released,
discharged or impaired by the expiry of any limitation period prescribed by law.

OR

[The rights and remedies of each Party under this Agreement shall not be affected,
and each Party’s liability under this Agreement shall not, subject to compliance with
the notice requirements in Clause 9 (Notices) of this Agreement, be released,
discharged or impaired by the expiry of any limitation period prescribed by Law.]

20. Remedies

20.1 Without affecting any other rights or remedies that each Party may have, each Party
acknowledges that a person with rights under this Agreement may be irreparably
harmed by any breach of its terms and that damages alone may not be an adequate
remedy. Accordingly, a person bringing a claim under this Agreement will be entitled
to the remedies of injunction, specific performance and other equitable relief, or any
combination of these remedies, for any threatened or actual breach of its terms, and
no proof of special damages will be necessary to enforce this Agreement.

20.2 The rights, powers and remedies contained in this Agreement are cumulative and
not exclusive of any rights or remedies provided by law.

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21. No third-party enforcement

A person who is not party to this Agreement [or any other document referred to in
this Agreement] shall have no right under the Contracts (Rights of Third Parties) Act
(Cap 53B) of Singapore to enforce any of its terms.

22. Cumulative remedies

The provisions of this Agreement, and the rights and remedies of the Parties under
this Agreement are cumulative and are without prejudice and in addition to any
rights or remedies a Party may have at law or in equity; no exercise by a Party of any
one right or remedy under this Agreement, or at law or in equity, shall operate so as
to hinder or prevent the exercise by it of any other such right or remedy.

23. Force majeure

23.1 Subject to Clause 23.2, neither Party shall be liable for any failure to perform, or
delay in performing, any obligation under this Agreement if the failure or delay
results from any circumstance beyond its reasonable control. The affected party shall
be entitled to a reasonable extension of the time for performing the obligation.

23.2 If the failure or delay under Clause 23.1 exceeds [●] [days][weeks][calendar months]
[and the failure or delay is substantial or fundamental in the context of this
Agreement], [the Party not seeking to rely on Clause 23.1[either Party] may
terminate this Agreement by giving at least [●] days’ written notice to the other
Party.

24. Whole agreement

24.1 This Agreement [and the other documents referred to in this Agreement together]
set out the whole agreement between the Parties in respect of the subject matter of
this Agreement and supersedes any previous draft, agreement, arrangement or
understanding, whether in writing or not, relating to its subject matter. It is agreed
that:

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(a) no Party has relied on or shall have any claim or remedy arising under or in
connection with any statement, representation, warranty or undertaking
made by or on behalf of the other Party in relation to the subject matter of
this Agreement that is not expressly set out in this Agreement [or any other
document referred to in this Agreement];

(b) any terms or conditions implied by law in any jurisdiction in relation to the
subject matter of this Agreement are excluded to the fullest extent permitted
by Law or, if incapable of exclusion, any rights or remedies in relation to them
are irrevocably waived;

(c) the only right or remedy of a Party in relation to any provision of this
Agreement [or any other document referred to in this Agreement] shall be
for breach of this Agreement [or the relevant document]; and

(d) except for any liability in respect of a breach of this Agreement [or any other
document referred to in this Agreement], neither Party shall owe any duty of
care or have any liability in tort or otherwise to the other Party in relation to
the subject matter of this Agreement.

24.2 Nothing in this Clause 24 shall limit any liability for (or remedy in respect of) fraud or
fraudulent misrepresentation.

24.3 Each Party agrees to the terms of this Clause 24 on its own behalf.

25. Counterparts

This Agreement may be executed in any number of counterparts, and by each Party
on separate counterparts. Each counterpart is an original, but all counterparts shall
together constitute one and the same instrument. Delivery of a counterpart of this
Agreement by e-mail attachment shall be an effective mode of delivery. If such
method is adopted, without prejudice to the validity of this Agreement, each Party
shall provide the others with the original counterpart of this Agreement as soon as is
reasonably practicable following the date of this Agreement.

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26. Governing law

This Agreement and any non-contractual obligations arising out of, or in connection
with it, shall be governed by, and interpreted in accordance with Singapore law.

27. Arbitration

27.1 Any dispute arising out of or in connection with this Agreement including any
question regarding its existence, validity or termination, shall be referred to and
finally resolved by arbitration administered by the Singapore International
Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore
International Arbitration Centre (SIAC Rules) for the time being in force, which rules
are deemed to be incorporated by reference in this Clause 27.1.

27.2 The seat of the arbitration shall be [Singapore][or insert seat of arbitration of choice].

27.3 The tribunal shall consist of [one][three] arbitrator(s).

27.4 The law for the arbitration agreement shall be Singapore law.

This Agreement is signed by authorised representatives of the Parties:

SIGNED )

for and on behalf of )

[SUPPLIER] ) Signature: ______________________________

Witness ) Signature: ______________________________

) Name: ______________________________

) Address: ______________________________

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SIGNED )

for and on behalf of )

[CUSTOMER] ) Signature: ______________________________

Witness ) Signature: ______________________________

) Name: ______________________________

) Address: ______________________________

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Schedule 1
The Products

The Supplier shall supply to the Customer the following products on a [weekly][monthly]
[quarterly] basis at the price of [●]:

[●]

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Schedule 2
The Services

[●]

Disclaimer: This precedent (the “Precedent”) is intended to give legal information only
and has been developed specifically for use in Singapore. The Precedent is drafted based
on the applicable laws as at the date of publication. You acknowledge and agree that the
Precedent may not be up to date in accordance with changes to the law or market
practice and Singapore Academy of Law (“SAL”) and the contributor of the Precedent
(“Contributor”) are under no obligation to update it.

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and Contributor does not constitute the provision of legal advice or other professional
advice by SAL and Contributor and you will not rely on such documents as legal advice.
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specific circumstances in mind, may not be suitable for use in your situation, may not be
exhaustive in respect of provisions that are to be included, and does not constitute legal
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result.

You are strongly advised to advise your client of the implications of entering into such an
agreement and ensure appropriate customization of the provisions as set out in this
specimen to ensure that the terms and conditions required in light of the circumstances
faced by your client are included.

You should review the Precedent carefully for accuracy before using it. These terms and
the operations or availability of the Precedent may be changed by SAL, with or without
notice, at its sole discretion.

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