[{"id":"2f39e23a-f684-4711-a9ae-d114e8016339","order":1,"text":"DIRECTOR'S SERVICE AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"cc2ed691-7e4a-4c5d-a18b-20ef8951c39e","order":2,"text":"LETTER OF APPOINTMENT OF DIRECTOR","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"add","operator":"="}]},{"id":"73dc8add-a2e4-498b-8105-3728facf77f8","order":3,"text":"(Executive Director)","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"1a7a46e2-6137-4f42-a073-b12f459e25d3","order":4,"text":"(Non-Executive Director)","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"add","operator":"="}]},{"id":"a4c951a9-a370-4ab2-87b8-681bf3bfd35e","order":5,"text":"THIS AGREEMENT is made on [Date of agreement].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"88e1ec23-537d-4b94-ab55-86e3ab6cbe79","order":6,"text":"BETWEEN:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"1992d45f-5cf0-4aa8-a0ad-e1c5fea69e9e","order":7,"text":"(1) [Company name], a company incorporated in the Republic of Singapore under Unique Entity Number (UEN) [UEN] and having its registered office at [Registered office address] (the "Company"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"289fa688-4c62-4e21-8ab2-9edbc73d0bc0","order":8,"text":"(2) [Director's full name] (NRIC/FIN/Passport No. [Director's identification number]), residing at [Director's residential address] (the "Director").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"63ab98b0-2ef1-4c36-a8fe-f98de801b239","order":9,"text":"The Company and the Director are each a "Party" and together the "Parties".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"45c173e7-20c9-484f-8b52-222f5cb689bb","order":10,"text":"RECITALS","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5a1bb343-37ba-4470-a876-5ea1dcc5da71","order":11,"text":"(A) The Company is engaged in the business of [Description of the Company's business] (the "Business").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b06e4392-4873-4441-ba6f-29c7d6c9f8ea","order":12,"text":"(B) The Director has been, or will be, appointed to the board of directors of the Company (the "Board") with effect from [Effective date of appointment].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0c48968c-1679-4b45-ac6e-919cbaa77bce","order":13,"text":"(C) The Company wishes to engage the Director, and the Director has agreed to act, as a director of the Company on the terms and subject to the conditions set out in this Agreement, which records the terms of the Director's engagement and, where applicable, employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"44de258a-349d-4b36-8c06-68dfabae1d7f","order":14,"text":"IT IS AGREED as follows:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"47eb2a73-f7db-4c12-bd5d-24f1f12a94ae","order":15,"text":"1. INTERPRETATION","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S01"},{"id":"0e26136a-ecf6-4181-8cae-929b5cc288fc","order":16,"text":"In this Agreement, unless the context otherwise requires: (i) the singular includes the plural and vice versa, and a reference to one gender includes the other genders; (ii) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes any subordinate legislation made under it; (iii) a reference to "writing" or "written" includes electronic mail; (iv) the words "including", "include" and "in particular" are illustrative and shall not limit the generality of the preceding words; (v) a reference to a "person" includes a natural person, a corporate or unincorporated body and that person's personal representatives, successors and permitted assigns; and (vi) the headings in this Agreement are for convenience only and shall not affect its interpretation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"19d509d0-1194-4de7-85b5-ce6bb32bf59c","order":17,"text":"In this Agreement, "Group Company" means the Company, any holding company of the Company and any subsidiary of the Company or of any such holding company, in each case within the meaning of the Companies Act 1967 of Singapore (the "Companies Act"), and "Group" shall be construed accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"8b4eb748-32ba-434a-9aef-390fa684ed1a","order":18,"text":"2. APPOINTMENT AND TERM","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S02"},{"id":"7626aa7f-21c4-4006-9c26-dd10bda43be0","order":19,"text":"The Company appoints the Director, and the Director agrees to act, as a director of the Company with effect from the effective date of appointment stated in Recital (B) (the "Commencement Date").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"53306d3f-6273-4fd9-b09b-39d44223aebb","order":20,"text":"The Director shall serve as an [Role / title] and shall devote the whole of the Director's working time, attention and abilities to the business and affairs of the Company and any Group Company, save as otherwise agreed in writing by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"9ed8122b-be36-49d9-869b-fd9abdf648d5","order":21,"text":"The Director shall serve as a [Role / title] in a non-executive capacity. The Director shall devote such time and attention to the affairs of the Company as is reasonably necessary for the proper discharge of the Director's duties, which the Parties anticipate will require approximately [Number of days per year] days per year, including attendance at meetings of the Board and of any committee of which the Director is a member.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"add","operator":"="}]},{"id":"f79824e5-67c6-44da-a02a-078278a980ab","order":22,"text":"Subject to the earlier termination of this Agreement in accordance with its terms, the Director's appointment shall commence on the Commencement Date and shall continue for a fixed term expiring on [Fixed term expiry date], after which it may be renewed by mutual written agreement of the Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b35933c2-3555-4c68-9d84-a88b0155b816","value":"rolling","type":"remove","operator":"="}]},{"id":"141fba66-7a8e-475a-8a87-848ee5aa637a","order":23,"text":"Subject to the earlier termination of this Agreement in accordance with its terms, the Director's appointment shall commence on the Commencement Date and shall continue for an indefinite period until terminated by either Party in accordance with the Article entitled "Termination".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b35933c2-3555-4c68-9d84-a88b0155b816","value":"rolling","type":"add","operator":"="}]},{"id":"23661932-c516-404a-9b5f-9b2d0bb8f0bc","order":24,"text":"The Director's appointment is subject to the constitution of the Company (the "Constitution"). The Director shall be subject to retirement by rotation and to removal or vacation of office in accordance with the Constitution and the Companies Act, and, if so required, shall offer himself or herself for re-election. The termination of the Director's office as a director for any reason shall, unless the Board otherwise resolves, operate to terminate this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"752885df-3f6b-4f6d-83af-8294f1f9a9a6","value":"exempt","type":"remove","operator":"="}]},{"id":"47b156a3-38eb-4cbd-959f-48227c460b8d","order":25,"text":"The Director's appointment is subject to the constitution of the Company (the "Constitution") and to the Companies Act. The termination of the Director's office as a director for any reason shall, unless the Board otherwise resolves, operate to terminate this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"752885df-3f6b-4f6d-83af-8294f1f9a9a6","value":"exempt","type":"add","operator":"="}]},{"id":"23797b49-5fe1-4101-a4d6-64c83a45da0c","order":26,"text":"The first [Probation period in months] months of the appointment shall be a probationary period, during which either Party may terminate this Agreement by giving [Probation notice period] written notice to the other. The Company may extend the probationary period at its discretion. Nothing in this clause shall limit the Company's right to terminate for cause.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"62f26e47-8ee7-414c-bf0c-3552f90f2bea","value":"yes","type":"add","operator":"="},{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"009d38f5-a2d0-4b55-8a7b-f6399e94f873","order":27,"text":"3. DUTIES AND STATUTORY OBLIGATIONS","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S03"},{"id":"80e9f568-cf04-43cc-ba1d-c4b9146b381a","order":28,"text":"The Director shall at all times comply with the duties of a director under sections 156 and 157 of the Companies Act, including the duty to act honestly and to use reasonable diligence in the discharge of the duties of the office, the duty to avoid conflicts of interest, and the duty not to make improper use of the Director's position or of any information acquired by virtue of that position to gain, directly or indirectly, an advantage for the Director or for any other person, or to cause detriment to the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c0cd707f-66a8-48ff-a135-2397b788bba3","order":29,"text":"In addition to the statutory duties, the Director shall observe the fiduciary duties owed at common law and in equity, including the duty to act in good faith in the best interests of the Company, the duty to exercise powers for proper purposes, the duty to exercise independent judgement, and the duty to exercise reasonable care, skill and diligence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"2e4636da-3405-4895-aa98-1eb283265cf3","order":30,"text":"The Director shall: (i) faithfully and diligently perform the duties and exercise the powers consistent with the Director's office as the Board may from time to time assign to or confer upon the Director; (ii) comply with all lawful and reasonable directions of the Board; (iii) comply with the Constitution, the Company's policies, codes and procedures in force from time to time, and all applicable laws and regulations; and (iv) promptly provide the Board with all information relating to the Business as it may reasonably require.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"067d869f-8594-4600-9405-42c36f9ceeb6","order":31,"text":"The Director shall report to [Reports to] and shall keep the Board informed of the Director's conduct of the business and affairs of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"d80975bb-7a75-4970-858e-f44a69cd3b92","order":32,"text":"The Director shall disclose to the Board, in accordance with section 156 of the Companies Act, the nature and extent of any direct or indirect interest that the Director has in a transaction or proposed transaction with the Company, or in any office or property that may create a duty or interest in conflict with the Director's duties or interests as a director. The Director shall not vote on, and shall not be counted in the quorum in respect of, any resolution of the Board concerning a matter in which the Director has such an interest, except as permitted by the Constitution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a901cc17-4610-4644-8105-73c870ac44c9","order":33,"text":"The Director shall not, without the prior written consent of the Board, be directly or indirectly engaged, concerned or interested in any other business, trade, profession or occupation, save that the Director may hold, for investment purposes only, shares or securities of a company that do not exceed five per cent (5%) of the issued shares or securities of that company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"8acc8818-bf85-45fe-9f2c-86b0f9140950","order":34,"text":"The Director may hold other directorships or engage in other business activities, provided that the Director shall (i) first disclose such interests to the Board, (ii) ensure that they do not give rise to a conflict with the interests of the Company, and (iii) not use the Company's confidential information or resources in connection with them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"add","operator":"="}]},{"id":"2ca251f4-32d5-45cf-8d0e-c051021b1d82","order":35,"text":"The Director shall perform the Director's duties at [Principal place of work] and at such other places within or outside Singapore as the proper performance of the Director's duties may reasonably require.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"8e03b8c0-a66e-4727-9797-bb57dc976e3f","order":36,"text":"4. POWERS AND AUTHORITY","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S04"},{"id":"9bcec470-28e2-4f21-9f9c-a08c334a1221","order":37,"text":"The Director shall exercise the powers conferred by the Board and by the Constitution, and shall comply with all limits on the Director's authority notified to the Director from time to time. Without the prior authority of the Board, the Director shall not, on behalf of the Company or any Group Company, enter into any commitment, contract or arrangement outside the ordinary course of the Business or otherwise than on arm's length terms, incur any capital expenditure or liability exceeding such limit as the Board may set, borrow money, give any guarantee, or grant any security over the assets of the Company or any Group Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"8513f5dc-b389-4f59-89d1-d0b8a86e28cd","order":38,"text":"The Director shall promptly refer to the Board any matter that is reserved to the Board under the Constitution, the Companies Act or the Company's delegation of authority, and shall not hold himself or herself out as having authority to bind the Company otherwise than as duly authorised.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"1c075380-2aa3-434d-8100-4a5cd9136222","order":39,"text":"5. REPRESENTATIONS AND WARRANTIES OF THE DIRECTOR","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S05"},{"id":"d833f85e-4f36-43cf-807c-7930ddeb6849","order":40,"text":"The Director represents and warrants to the Company that: (i) the Director is not disqualified or otherwise prohibited from acting as a director of a company under the Companies Act (including sections 148, 149, 149A and 154), or under any other law, order or agreement; (ii) by entering into this Agreement and performing the Director's duties, the Director will not be in breach of any obligation owed to any third party, including any restrictive covenant, confidentiality obligation or terms of any other office or employment; (iii) the Director is entitled to work in Singapore and, where required, holds a valid pass issued under the Employment of Foreign Manpower Act 1990 of Singapore; and (iv) all information provided by the Director to the Company in connection with the appointment is true, accurate and not misleading.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"bc96e648-b995-4c57-9c02-78b16d4c2177","order":41,"text":"The Director shall notify the Board immediately upon becoming aware of any matter that would render any of the above representations untrue, or that may disqualify the Director from, or otherwise affect the Director's ability to continue in, the office of director.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"8f02acce-e8d1-4444-88f7-678aed1ad782","order":42,"text":"6. REMUNERATION AND BENEFITS","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S06"},{"id":"ba932ca4-3521-40d2-9e66-0214e8ea8d83","order":43,"text":"The Company shall pay the Director a gross annual salary of SGD [Annual salary], payable in arrears in equal monthly instalments, subject to such deductions as are required by law. The salary shall be reviewed by the Board (or its remuneration committee, if any) at least once in every twelve (12) months, but the Company shall be under no obligation to increase it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"9d4e5ff5-539c-4240-b645-ca18b2e4d605","order":44,"text":"The Company shall pay the Director a director's fee of SGD [Annual director's fee] per annum for the Director's services, payable [Payment frequency] in arrears. The director's fee shall be subject to approval by the members of the Company in general meeting where required by the Constitution or the Companies Act, and may be reviewed by the Board from time to time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"add","operator":"="}]},{"id":"2adde605-f9a5-48c9-91f2-636865a6dbbb","order":45,"text":"Where the Director is an employee within the meaning of the Central Provident Fund Act 1953 of Singapore, the Company shall make employer contributions to the Central Provident Fund (CPF) in respect of the Director, and shall deduct the Director's contributions, in each case at the rates prescribed by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"af900e2f-0583-4aa9-aef4-9418e0e28820","order":46,"text":"The Director may be considered for a discretionary bonus in respect of each financial year, the amount and payment of which shall be determined by the Board (or its remuneration committee) in its absolute discretion having regard to the performance of the Director and of the Company. Any bonus paid in respect of one financial year shall not create any right to, or expectation of, a bonus in any subsequent year. No bonus shall be payable if, at the date it would otherwise be paid, the Director's appointment has terminated or notice of termination has been given by either Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"93d4c158-7246-4f26-85f9-2b9c91a3e9d4","value":"discretionary","type":"add","operator":"="}]},{"id":"8bf911bf-c78c-43ae-8baf-bcfeb472bd8d","order":47,"text":"The Company shall reimburse the Director for all reasonable travelling, accommodation and other out-of-pocket expenses properly incurred by the Director in the performance of the Director's duties, subject to the Director complying with the Company's expenses policy and producing such receipts or other evidence as the Company may reasonably require.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6033abf0-e739-411b-9778-8fa25e069518","order":48,"text":"The Company shall provide the Director with a car allowance of SGD [Car allowance amount] per month, which shall not form part of the Director's salary for any purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b5f37e56-4e2c-465a-8d69-7ceac6081c14","value":"yes","type":"add","operator":"="},{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"e99df93e-91a7-42a8-8cc1-726c22793ffd","order":49,"text":"The Director shall be entitled to [Annual leave days] working days of paid annual leave in each calendar year (in addition to public holidays in Singapore), to be taken at such times as are consistent with the proper performance of the Director's duties. The Director shall also be entitled to paid sick leave and other statutory leave in accordance with the Employment Act 1968 of Singapore, where applicable, and the Company's policies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"8865eab0-f829-4d92-9ed0-0e8addbdca70","order":50,"text":"The Director shall be entitled to participate in such medical, insurance and other benefit arrangements as the Company may operate for its senior executives from time to time, subject to the rules of the relevant schemes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"8bf94bf4-ce1d-418d-8c5d-1acb3c3c872e","order":51,"text":"7. CONFIDENTIAL INFORMATION","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S07"},{"id":"1465e057-0bcf-42ff-ab68-5a9ace950a80","order":52,"text":"In this Article, "Confidential Information" means all information (in whatever form) relating to the business, finances, affairs, clients, customers, suppliers, products, processes, know-how, trade secrets, plans and prospects of the Company or any Group Company, or of any person having dealings with them, which is not in the public domain, including information which the Director creates, develops, receives or obtains in connection with the appointment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c32d40aa-7d50-406c-a109-e8ce3c76ce36","order":53,"text":"The Director shall not, either during the appointment or at any time after its termination, use, disclose or communicate to any person, or permit to be used or disclosed, any Confidential Information, except (i) in the proper performance of the Director's duties, (ii) with the prior written consent of the Board, or (iii) as required by law or by any competent regulatory or governmental authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ad75088d-0c7d-4dfb-9a55-848730234626","order":54,"text":"The restrictions in this Article shall not apply to information that is or becomes generally available to the public other than through the Director's default, or that the Director is required to disclose by order of a court of competent jurisdiction. Nothing in this Agreement shall prevent the Director from making a protected disclosure under any applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"3c283a74-0c96-4709-be23-1abd312c430d","order":55,"text":"8. INTELLECTUAL PROPERTY","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S08"},{"id":"65990383-1477-4279-aeb3-93761c156c5f","order":56,"text":"The Director shall promptly disclose to the Company all inventions, designs, works, improvements, discoveries and other intellectual property (collectively, "IP") made, conceived or developed by the Director, whether alone or with others, in the course of the appointment or relating to the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"3f686a4a-2d5a-415b-ac2d-4a57ed18c3f0","order":57,"text":"All right, title and interest in and to such IP shall belong to the Company. To the extent that such IP does not vest in the Company automatically, the Director hereby assigns, and shall assign, to the Company with full title guarantee all such right, title and interest, including by way of present assignment of future rights, free from all encumbrances and for the full term of protection.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0405925e-2f2d-43f5-bb70-832881c9f807","order":58,"text":"The Director irrevocably waives, to the extent permitted by law, all moral and similar rights in respect of such IP, and shall, at the Company's request and expense (whether during or after the appointment), do all acts and execute all documents necessary to vest such IP in the Company and to obtain, maintain and enforce protection for it. The Director irrevocably appoints the Company as the Director's attorney to execute any such document in the Director's name should the Director fail to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"0bc3f676-edbe-4feb-b4a6-cfeaf91817b1","order":59,"text":"9. RESTRICTIVE COVENANTS","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"0532cdfb-3795-48b0-85fd-427797732e14","value":"include","type":"add","operator":"="}],"sectionNum":"S09"},{"id":"cb426282-09dd-491e-a8c4-d89e581a9342","order":60,"text":"The Director acknowledges that, in the course of the appointment, the Director will have access to Confidential Information and will develop close relationships with the clients, customers, suppliers and employees of the Company and Group Companies, and that the Company is entitled to protect its legitimate proprietary interests in respect of such connections and information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"0532cdfb-3795-48b0-85fd-427797732e14","value":"include","type":"add","operator":"="}]},{"id":"1c8881a9-fe32-4803-96cd-4f5b5982d428","order":61,"text":"The Director shall not, for a period of [Covenant period in months] months after the termination of the appointment (the "Restricted Period"), within [Restricted territory] (the "Restricted Area"), and in competition with the Business as carried on at the date of termination, directly or indirectly, on the Director's own account or on behalf of any other person, be engaged, concerned or interested in any business that competes with the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"0532cdfb-3795-48b0-85fd-427797732e14","value":"include","type":"add","operator":"="}]},{"id":"9eed603a-6757-483e-9460-ff16f0fbf40b","order":62,"text":"The Director shall not, during the Restricted Period, directly or indirectly (i) solicit or entice away, or attempt to solicit or entice away, from the Company or any Group Company any person who was a client or customer of, or in the habit of dealing with, the Company or such Group Company during the twelve (12) months before the termination and with whom the Director had material dealings during that period; or (ii) deal with, or accept business from, any such client or customer in respect of goods or services competing with those of the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"0532cdfb-3795-48b0-85fd-427797732e14","value":"include","type":"add","operator":"="}]},{"id":"d4bccdf8-fc07-49d0-811e-f53e44fe8407","order":63,"text":"The Director shall not, during the Restricted Period, directly or indirectly solicit or entice away, or attempt to solicit or entice away, from the Company or any Group Company any person who was, during the twelve (12) months before the termination, a director, senior employee or consultant of the Company or such Group Company and with whom the Director had material dealings, whether or not that person would commit a breach of contract by leaving.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"0532cdfb-3795-48b0-85fd-427797732e14","value":"include","type":"add","operator":"="}]},{"id":"844326ab-7011-4a5a-87f1-1824a6adbfdf","order":64,"text":"Each of the restrictions in this Article is separate and severable and is considered by the Parties to be reasonable and necessary to protect the legitimate business interests of the Company. If any such restriction is held to be void or unenforceable but would be valid and enforceable if some part of it were deleted or its duration or scope reduced, the restriction shall apply with such modification as may be necessary to make it valid and enforceable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"0532cdfb-3795-48b0-85fd-427797732e14","value":"include","type":"add","operator":"="}]},{"id":"7dc197ba-0832-4973-bec4-3223d839a7a3","order":65,"text":"10. PERSONAL DATA","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S10"},{"id":"1910954a-6792-4a48-aae6-589a3b4f4acb","order":66,"text":"The Company shall collect, use and disclose the Director's personal data for purposes reasonably connected with the appointment and the management of the Company, in accordance with the Personal Data Protection Act 2012 of Singapore (the "PDPA") and the Company's data protection policy. The Director consents to such collection, use and disclosure, including disclosure to Group Companies, regulators and professional advisers, whether within or outside Singapore.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"93373d06-c86f-490c-90df-ad57edfdf222","order":67,"text":"The Director shall, in the performance of the Director's duties, comply with the PDPA and with the Company's data protection policies in respect of personal data of employees, clients, customers and other individuals.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"15b58b1a-587c-4a53-9f5b-560164c96f69","order":68,"text":"11. COMPLIANCE, ANTI-BRIBERY AND SANCTIONS","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S11"},{"id":"de497afb-99fa-4933-9614-34eeca0eb961","order":69,"text":"The Director shall comply with, and shall use reasonable endeavours to ensure that the Company and its personnel comply with, all applicable laws, regulations and codes relating to anti-bribery and anti-corruption, including the Prevention of Corruption Act 1960 of Singapore and, where applicable, any foreign anti-corruption legislation, as well as all applicable anti-money-laundering, counter-terrorism-financing and economic sanctions laws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"fbb60d5b-8d51-4b40-8c06-0c2894228dd8","order":70,"text":"The Director shall not, directly or indirectly, offer, promise, give, request, agree to receive or accept any financial or other advantage as an inducement or reward for the improper performance of any function or activity, and shall promptly report to the Board any request or demand for any undue advantage received in connection with the appointment. Breach of this Article shall be treated as a material breach and gross misconduct for the purposes of the Article entitled "Termination".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"3f342301-a727-42c7-ba05-dab8f29989ca","order":71,"text":"12. INDEMNITY AND INSURANCE","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S12"},{"id":"13f87c72-1f30-4771-8e12-7c96f476de6e","order":72,"text":"To the fullest extent permitted by the Companies Act, the Company shall indemnify the Director against any liability incurred by the Director in defending any proceedings (whether civil or criminal) in which judgement is given in the Director's favour or in which the Director is acquitted, or in connection with any application under the Companies Act in which relief is granted to the Director by the court. This indemnity is subject to the limits and prohibitions of sections 172, 172A and 172B of the Companies Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"8b19bb14-3d7b-41d7-9f79-22023df7a021","order":73,"text":"The Company shall, throughout the appointment and for a period of six (6) years after its termination, maintain directors' and officers' liability insurance for the benefit of the Director on such terms as the Board considers appropriate, in respect of liabilities that may attach to the Director in connection with the appointment, to the extent permitted by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"2ace85e2-8b8d-4f98-91c0-837f23df380c","value":"yes","type":"add","operator":"="}]},{"id":"0764dfdf-28a0-4a8b-b740-126a0f45f4a4","order":74,"text":"13. TERMINATION","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S13"},{"id":"4738e9ff-d07c-4b70-902d-cf5c37540136","order":75,"text":"After the end of any probationary period, either Party may terminate this Agreement and the appointment by giving to the other not less than [Notice period] written notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f0e1678e-0560-42a7-b77c-1b5751c6a7cf","order":76,"text":"The Company may, in its absolute discretion, terminate the appointment with immediate effect by paying to the Director, in lieu of notice, a sum equal to the [Base pay / fees] that the Director would have received during the notice period (or the unexpired part of it). Such payment shall not include any bonus, benefit or other element of remuneration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c60c7948-2e72-4ee8-a667-bf7ad6d232ae","order":77,"text":"The Company may terminate the appointment with immediate effect and without notice or payment in lieu of notice if the Director: (i) commits a material or persistent breach of this Agreement; (ii) is guilty of gross misconduct, dishonesty or any conduct that brings, or is likely to bring, the Director, the Company or any Group Company into disrepute; (iii) is disqualified from acting as a director under the Companies Act or any other law, or is otherwise prohibited by law from holding office; (iv) becomes bankrupt or enters into any arrangement with the Director's creditors; (v) is convicted of an offence involving fraud or dishonesty, or of any criminal offence (other than a minor road traffic offence) that in the reasonable opinion of the Board affects the Director's position; or (vi) is guilty of a serious or repeated failure to perform the duties of the office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"cc154259-6e5b-4637-9316-d8d08f982c5e","order":78,"text":"The Company may suspend the Director from the performance of the Director's duties, on full pay and benefits, for such period as may be reasonably necessary to allow the Company to investigate any matter in which the Director is or may be implicated, or pending the outcome of any disciplinary process. Suspension is a neutral measure and shall not of itself constitute disciplinary action or a termination of the appointment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"6d404882-c1f5-4625-be49-0405a0d20499","order":79,"text":"On the giving of notice of termination by either Party, or at any time thereafter, the Company may require the Director not to attend any premises of the Company or any Group Company and/or to refrain from performing some or all of the Director's duties ("garden leave") for the whole or part of the notice period. During any period of garden leave, the Director shall continue to receive salary and contractual benefits, shall remain bound by the duties owed to the Company, and shall not, without the Board's consent, contact any client, customer, supplier or employee of the Company or any Group Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"cf98bf9f-aaa5-4118-8899-b02b60da423e","order":80,"text":"On the termination of the appointment for any reason, the Director shall immediately: (i) resign, without claim for compensation, from the office of director and from all other offices held by the Director in the Company and any Group Company; and (ii) at the Company's request, do all things and execute all documents necessary to give effect to such resignations. The Director irrevocably appoints the Company as the Director's attorney to effect such resignations should the Director fail to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"32d507d4-00ea-4f82-8b07-d3b5ee5f64d8","order":81,"text":"The termination of this Agreement shall be without prejudice to any rights or remedies that may have accrued to either Party, and to any provisions which are expressed to, or by their nature are intended to, survive termination, including the Articles entitled "Confidential Information", "Intellectual Property", "Restrictive Covenants" and "Return of Property".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"0532cdfb-3795-48b0-85fd-427797732e14","value":"include","type":"add","operator":"="}]},{"id":"672545fc-1baa-4999-8c69-7f858b586ee1","order":82,"text":"The termination of this Agreement shall be without prejudice to any rights or remedies that may have accrued to either Party, and to any provisions which are expressed to, or by their nature are intended to, survive termination, including the Articles entitled "Confidential Information", "Intellectual Property" and "Return of Property".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"0532cdfb-3795-48b0-85fd-427797732e14","value":"include","type":"remove","operator":"="}]},{"id":"e4bfc588-6bd5-4b0a-ab98-d3bf723b762d","order":83,"text":"14. DEDUCTIONS, SET-OFF AND CLAWBACK","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S14"},{"id":"73bd9b13-fd2f-48ba-a5ed-1c0696df7b39","order":84,"text":"The Director authorises the Company to deduct from any sums owed to the Director (including salary, fees, expenses and any payment in lieu of notice), and to set off against them, any amounts owed by the Director to the Company or any Group Company, including overpayments, unearned advances, the value of any Company property not returned, and any loss caused to the Company by the Director's breach of duty or misconduct, to the extent permitted by the Employment Act 1968 of Singapore where applicable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"707fab16-e82d-4cfb-9aaf-c3ab07483a98","order":85,"text":"Where any bonus or other variable remuneration has been paid or awarded on the basis of information that is later found to be materially inaccurate, or where the Director is found to have engaged in gross misconduct or a material breach of duty, the Company may, to the extent permitted by law, require the repayment of, or withhold, such remuneration in whole or in part.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"42593354-823e-453d-9b1a-a44ed88b3dbf","order":86,"text":"15. RETURN OF PROPERTY","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S15"},{"id":"d38f9e8e-054e-4c4e-b524-2090e5e70c4a","order":87,"text":"On the termination of the appointment, or at any earlier time on the Company's request, the Director shall immediately deliver up to the Company, and shall not retain any copies of, all documents, records, correspondence, data, software, equipment, keys, access cards, credit cards and other property belonging to the Company or any Group Company or containing or referring to any Confidential Information which are in the Director's possession or under the Director's control. The Director shall, if requested, provide a signed statement confirming full compliance with this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"38bbfe1a-7cc6-40e2-8321-f516b7082392","order":88,"text":"16. NON-DISPARAGEMENT AND CONFIDENTIALITY OF TERMS","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S16"},{"id":"9028bbed-dbdc-4f93-ad78-cc9e0fc7a093","order":89,"text":"Neither Party shall, whether during the appointment or after its termination, make or publish any statement that disparages or is intended or likely to damage the reputation of the other Party or, in the case of the Director, of the Company, any Group Company or any of their respective directors, officers or employees. Nothing in this Article shall prevent either Party from making a statement that is true and required to be made by law or by any competent authority, or from making a protected disclosure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"056f82f6-192c-4572-b08a-85462e5e9a52","order":90,"text":"The Director shall keep the terms of this Agreement confidential and shall not disclose them to any person, except to the Director's professional advisers, immediate family, or the relevant tax or regulatory authorities, or as required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"ae946a98-58d5-402d-92d7-ba9c89b0fbf6","order":91,"text":"17. NOTICES","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S17"},{"id":"dbee9bda-ccc4-4588-9038-23a1b559df1a","order":92,"text":"Any notice under this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid registered post, or sent by electronic mail, to the relevant Party at the address stated at the beginning of this Agreement (or such other address as that Party may notify from time to time). A notice shall be deemed received: if delivered by hand, at the time of delivery; if posted, two (2) business days after posting; and if sent by electronic mail, at the time of transmission, provided that no notice of non-delivery is received.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"d37fbb8f-53dc-458f-99b0-365778bfd29b","order":93,"text":"18. TAX, STATUS AND NO PARTNERSHIP","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S18"},{"id":"740de0ea-830f-4fff-8c4d-661cf7e21bb5","order":94,"text":"The Director shall be responsible for the Director's own personal income tax liabilities to the Inland Revenue Authority of Singapore (IRAS) in respect of the remuneration paid under this Agreement, save for any deductions or contributions that the Company is required by law to make. The Director shall indemnify the Company against any liability, assessment, penalty or interest arising from the Director's failure to account for such tax, save where the failure is attributable to the Company's default.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"53a7c9a3-6ac1-4810-8698-3023d341506e","value":"non_executive","type":"remove","operator":"="}]},{"id":"5dd75414-eb12-45f7-afdb-6df1f7d204a4","order":95,"text":"Nothing in this Agreement shall be construed as creating a partnership between the Parties, and, in the case of a Non-Executive Director, nothing shall constitute a contract of employment between the Company and the Director, who acts as an officer of the Company and not as an employee. Neither Party is the agent of the other, save as expressly provided.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"3645b778-ef25-4b74-9938-47e615b9d673","order":96,"text":"19. FORCE MAJEURE","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S19"},{"id":"32437fc9-5fdb-4183-8c80-2905798918a0","order":97,"text":"Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than an obligation to pay money) to the extent that such failure or delay is caused by an event beyond its reasonable control, including act of God, fire, flood, epidemic or pandemic, war, terrorism, riot, governmental order or restriction, or failure of utilities or communications networks. The affected Party shall notify the other as soon as reasonably practicable and shall use reasonable endeavours to mitigate the effect of the event. If the event continues for a continuous period of more than three (3) months, either Party may terminate this Agreement on written notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"a470d07f-0204-4acb-9eaa-d5d397d18cfe","order":98,"text":"20. GENERAL PROVISIONS","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S20"},{"id":"71dc948a-76c4-41c9-8101-3e23bee142af","order":99,"text":"Entire agreement. This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior agreements, arrangements and understandings between them relating to it. Each Party acknowledges that it has not relied on any representation not set out in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"06b4d917-b5d3-4237-98b4-c4c41d8a095e","order":100,"text":"Variation. No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of each of the Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"bcd47c2e-6e1c-40f2-92d3-492370be04b3","order":101,"text":"No waiver. No failure or delay by a Party in exercising any right or remedy under this Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any right or remedy preclude any further exercise of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d087d32e-e7c0-4e56-9af8-600aa0024795","order":102,"text":"Severance. If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable; if such modification is not possible, the relevant provision shall be deemed deleted, without affecting the validity of the remaining provisions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"68829b65-219d-49d1-baed-0347782747b3","order":103,"text":"Assignment. This Agreement is personal to the Director, who shall not assign, transfer or sub-contract any of the Director's rights or obligations under it. The Company may assign this Agreement to any Group Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c9dfbadb-5b30-4f9c-9f76-85163a87830e","order":104,"text":"Third party rights. A person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of it, save that any Group Company may enforce the terms of the Articles entitled "Confidential Information", "Intellectual Property" and "Restrictive Covenants".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"0532cdfb-3795-48b0-85fd-427797732e14","value":"include","type":"add","operator":"="}]},{"id":"41a0a164-03aa-456f-98d2-7b4c4018c631","order":105,"text":"Third party rights. A person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of it, save that any Group Company may enforce the terms of the Articles entitled "Confidential Information" and "Intellectual Property".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"0532cdfb-3795-48b0-85fd-427797732e14","value":"include","type":"remove","operator":"="}]},{"id":"0d8c11a8-2d86-426e-b795-4944d286d09e","order":106,"text":"Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute an original, and all of which together shall constitute one and the same instrument.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"cfc8168b-203f-40e1-a827-50c4cd917f99","order":107,"text":"Further assurance. Each Party shall, at the request and cost of the other, do all such acts and execute all such documents as may reasonably be required to give full effect to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"59bdee07-1e9f-45ea-88e6-34dea7a6e8f8","order":108,"text":"Survival. The provisions of this Agreement which, by their nature, are intended to survive termination, including the Articles entitled "Confidential Information", "Intellectual Property", "Restrictive Covenants", "Deductions, Set-off and Clawback", "Return of Property" and "Non-Disparagement and Confidentiality of Terms", shall continue in full force after termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"0532cdfb-3795-48b0-85fd-427797732e14","value":"include","type":"add","operator":"="}]},{"id":"a178ed8a-0a6c-439a-96f2-8cb372a111ac","order":109,"text":"Survival. The provisions of this Agreement which, by their nature, are intended to survive termination, including the Articles entitled "Confidential Information", "Intellectual Property", "Deductions, Set-off and Clawback", "Return of Property" and "Non-Disparagement and Confidentiality of Terms", shall continue in full force after termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"0532cdfb-3795-48b0-85fd-427797732e14","value":"include","type":"remove","operator":"="}]},{"id":"d3671666-fc38-456f-82bf-86297a2a3745","order":110,"text":"Governing law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the Republic of Singapore.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"614fd843-4ff4-4424-8939-c9d5d2984e58","order":111,"text":"Dispute resolution. 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 SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore, the tribunal shall consist of one (1) arbitrator, and the language of the arbitration shall be English.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"fd2873e1-81bb-42a1-810c-ad339c2d557c","value":"courts","type":"remove","operator":"="}]},{"id":"1e10393a-b31c-4154-bad5-72c8450fc715","order":112,"text":"Dispute resolution. The Parties irrevocably agree that the courts of the Republic of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"fd2873e1-81bb-42a1-810c-ad339c2d557c","value":"courts","type":"add","operator":"="}]},{"id":"4ae4cc7a-b8fa-44d1-9c40-af28adb4510a","order":113,"text":"EXECUTION","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"10"},{"id":"7aea4fe5-bfbe-4c33-b4ca-bf8fa2633e5c","order":114,"text":"IN WITNESS WHEREOF this Agreement has been entered into on the date first stated above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"0896518e-b2df-46ce-8fc9-f52ef97fd4b6","order":115,"text":"SIGNED by or on behalf of the Company:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"d38d4c2f-38dc-4013-87e5-22ca96e8fc58","order":116,"text":"Name: [Name of authorised signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"ef8e3a87-d93f-4495-abca-1d98ea299a7b","order":117,"text":"Designation: [Designation of authorised signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"e7182051-3286-4c6a-afe2-f773c75f91ab","order":118,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"0ddf47b0-6f97-48b7-80d7-6f67e4565cbe","order":119,"text":"SIGNED by the Director:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"da4c589e-184d-4908-816f-c5f91ef16e7d","order":120,"text":"Name: [Director's full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"0f2f3ded-e169-42a6-a528-e530104863c8","order":121,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"b8ff52c1-4878-41e6-8d9e-9d9692be094f","order":122,"text":"In the presence of the witness:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"6b5f337a-2f21-4424-ae98-5f737721d84e","value":"yes","type":"add","operator":"="}]},{"id":"835a3948-806b-41e6-99c2-2017fe3ca922","order":123,"text":"Witness name: [Witness name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"6b5f337a-2f21-4424-ae98-5f737721d84e","value":"yes","type":"add","operator":"="}]},{"id":"e5e9b1cd-f375-45df-a514-242fd1d3980a","order":124,"text":"Witness address: [Witness address]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"6b5f337a-2f21-4424-ae98-5f737721d84e","value":"yes","type":"add","operator":"="}]},{"id":"97ddd828-0b8f-4e65-8c79-5c22314078b1","order":125,"text":"Witness signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6b5f337a-2f21-4424-ae98-5f737721d84e","value":"yes","type":"add","operator":"="}]}]