- Client may, at any time, issue additional instructions, require additional Services or reduce

or waive Services covered under an SOW. In such event, the Parties shall agree in writing on
the adjustment of price, venue, or time of performance. (Section 2, article 2.2)

- Client reserves the right to reasonably reject any of the Personnel and Service Provider shall
as soon as possible thereafter provide a replacement that is satisfactory to Client. Upon
request by Client, Service Provider shall conduct background checks on proposed or current
Personnel related to the performance and delivery of Services, subject to legal regulations
and limitations. (section 2, article 2.4)

- Service Provider shall be responsible for paying all Taxes (including any related interest,
fines and/or penalties) resulting from any payments made hereunder. (section 3, article 3.4)

- Payment shall not be due until (i) all Deliverables have been accepted by Client as set forth
in this Section Error: Reference source not found, and (ii) all Services have been performed to
the satisfaction of Client. Except as may be provided in the SOW, within fifteen (15) business
days after receipt of the Deliverables from Service Provider (“Acceptance Period”), Client
will: (i) provide written notification of acceptance of the Deliverables to Service Provider, or (ii)
provide written notification of any deficiencies, after which Service Provider must promptly
correct such deficiencies and resubmit the Deliverables to Client. This process shall continue
until Service Provider has corrected all noted deficiencies and Client accepts the
Deliverables. (section 3, article 3.5)

- Service Provider’s relationship with Client shall be an independent contractor and nothing in
this Agreement shall be construed to create a partnership, joint venture, cooperation, or
employer-employee relationship. Service Provider is not an agent of Client and is not
authorised to assume or create any obligation on behalf of Client. (section 4, article 4.1)

- Service Provider shall indemnify, defend, and hold Client harmless against all such
payments, fee, Taxes and/or contributions, including related penalties, fines and interest.
(section 4, article 4.2)

- Service Provider will disclose Confidential Information only to Service Provider’s Personnel
on a need-to-know basis for performance of the Services, provided Service Provider shall
enter into confidentiality agreements with any such Personnel having obligations of
confidentiality as strict as those herein prior to the disclosure to such Personnel and shall
cause such Personnel to adhere to such obligations. Upon termination of this Agreement or
earlier as requested by Client, Service Provider shall (at Client’s election) (i) deliver to Client
all materials, documents or other media (whether maintained electronically or otherwise)
containing Confidential Information in its possession; and/or (ii) destroy all materials,
documents or other media containing Confidential Information in its possession. (section 5,
article 5.2)

- Service Provider shall not, and shall ensure that its Personnel, its Affiliates, its Affiliates’
personnel and such other representatives shall not make any statement which will disparage
Client or otherwise degrade Client’s reputation. (section 5, article 5.3)

- Except for Retained Rights, Service Provider hereby irrevocably assigns, transfers and
conveys to Client all rights, titles, and interests in and to the Work Product (including all
Intellectual Property therein), including the right to sue for past, present and future
infringement thereof. Except as set forth below, Service Provider retains no rights in the Work
Product and shall not challenge the validity of Client’s ownership in the Work Product.
(section 6, article 6.2)
* Retained Rights: all right, title and interest in and to Intellectual Property (i) owned or
created by Service Provider before the Effective Date or (ii) developed by Service Provider
outside the scope of this Agreement provided that the developed Intellectual Property does
not contain or constitute derivative material of Client’s Confidential Information (collectively,
the “Retained Rights”). (section 6, article 6.1)
- If Service Provider incorporates Retained Rights in any Work Product or if the use of
Retained Rights is necessary for the intended use of any Work Product, Service Provider
hereby grants to Client a perpetual, non-exclusive, royalty-free, transferable, irrevocable and
worldwide right and license, including the right to sublicense, to use and otherwise exploit in
any manner such Retained Rights in connection with the Work Product, including future
products, services or business derived therefrom. However, nothing in this section shall
permit Client the right to use or exploit Retained Rights separate from such Work Product or
derivatives thereof. (section 6, article 6.3)

- If Service Provider has or subsequently acquires any rights to the Work Product that cannot
be assigned to Client, including any moral rights, Service Provider hereby grants the Client a
perpetual, exclusive (even as against Service Provider), royalty-free, transferable,
sublicensable, irrevocable and worldwide right and license to use and otherwise exploit in any
manner such rights, and irrevocably waive all rights to assert and enforce such rights against
Client, its Affiliates and their successors and assigns, employees, agents and customers.
(section 6, article 6.4)

- During the Term and after, Service Provider shall execute, verify, and deliver such
documents and perform such other acts as Client may reasonably request for use in
registering, applying for, obtaining, perfecting, evidencing, sustaining and enforcing such
Intellectual Property rights, and assignments thereof. (section 6, article 6.5)

- Service Provider represents and warrants that: Service Provider shall release Client from
any claims from, and/or indemnification against, any third party in connection with this
Agreement, which is not a result of default or negligence of Client (section 8, article 8.1g)

9.2 Books and Records. Service Provider represents and warrants that it has maintained and
will continue to maintain accurate and complete accounting books and financial records in
connection with this Agreement in accordance with generally accepted accounting principles,
and will retain all records related to this Agreement for five (5) years upon expiration or
termination of this Agreement, and agrees to make such records available upon the request
of Client.

9.3 Government Ownership. Service Provider represents and warrants that during the term of
this Agreement, no Government Official is or will be a direct or indirect owner or investor of
Service Provider, holds or will hold any financial or personal interest in Service Provider.

9.5 The Parties agree to comply with all economic sanctions and export control laws and
regulations ("International Trade Compliance") applicable to this Agreement, including the
laws and regulations where products/services relating to this Agreement are offered or
available.

9.6 The Parties agree that, should either Party be unable to continue to perform its obligations
under the Agreement in compliance with applicable International Trade Compliance due to
International Trade Compliance restrictions, both Parties shall review the impact of such
restrictions together in an effort to seek a solution to continue to perform the Agreement in
compliance with applicable International Trade Compliance, or terminate this Agreement upon
mutual consent.

9.7 Without limiting the foregoing, should any Party violate any applicable International Trade
Compliance, making any continued performance of this Agreement violate applicable
International Trade Compliance, the other Party is entitled to terminate performing relevant
obligations under this Agreement. The violating Party shall compensate the non-violating
Party for any losses incurred by such violation.

9.8 Service Provider agrees to permit Client to use any information related to Service Provider
including, but not limited to, business name, place of incorporation, beneficial owners, and/or
directors for the purposes of International Trade Compliance screening. For the avoidance of
doubt, Client's ability or act to screen does not remove any obligation and/or liability upon
Service Provider under this Agreement.
10.1 Insurance. During the Term and for a period of two (2) years after the expiry or
termination of this Agreement, Service Provider shall at its sole cost and expense obtain and
maintain in force the following insurance policies:

(a) Commercial general liability insurance with a policy limit of not less than United
States One Million Dollars (US $1,000,000) per claim and United States Two
Million Dollars (US $2,000,000) in the aggregate;

(b) Professional Indemnity insurance with a policy limit of not less than United
States One Million Dollars (US $1,000,000) per claim and United States Two
Million Dollars (US $2,000,000) in the aggregate; and

(c) Work injury compensation insurance as required by law.

10.2 Service Provider shall upon request by Client provide to Client certificates of insurance
evidencing the policies and terms specified above. Service Provider shall not cancel,
terminate or materially reduce such policies without thirty (30) days prior written notice to the
Client. The policy limits shall not limit the liability of Service Provider under this Agreement.

11.1 Indemnification. Service Provider shall fully indemnify, defend and hold harmless Client,
its Affiliates, and their officers, directors, employees, agents, successors and assigns (“Client
Indemnitees”) from and against all claims, damages, liabilities, losses, and expenses
(including any and all attorney fees, expenses and costs) incurred by or asserted against any
Client Indemnitee in connection with (i) a breach or alleged breach by Service Provider of any
obligation, representation or warranty in this Agreement, (ii) negligent or wilful acts of Service
Provider or Personnel, or (iii) any act or omission by Service Provider and/or any of its
Personnel that causes Client to be in breach of the Data Protection Laws.

12.1 Termination.

(a) Client may at its sole discretion immediately terminate this Agreement or any SOW at
any time by written notice and Service Provider shall be entitled to its costs already
incurred in the performance of the Services. Any termination claim by Service Provider
must be submitted within thirty (30) days after the effective date of termination.

(b) Client may also terminate this Agreement immediately by written notice if: (i) Service
Provider commits a material breach of any provision of this Agreement which is
incapable of remedy, (ii) in the case of a breach capable of being remedied, such
breach has not been remedied within seven (7) days of written notice requesting that
Service Provider does so, (iii) Client discovers any material misrepresentation on the
part of the Service Provider in inducing the Client to enter this Agreement, (iv) Service
Provider is prevented or prohibited by law from performing its obligations under this
Agreement, or (v) if Service Provider makes an assignment for the benefit of its
creditors, is declared insolvent, or has a receiver or trustee in bankruptcy appointed to
take charge of all or part of Service Provider’s property.

14.1 Arbitration SIAC. Any dispute arising out of or in connection with this Agreement or a
SOW, including any question regarding the existence, validity or termination of this
Agreement or a SOW, shall be referred to and finally resolved by arbitration in Singapore
administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with
the Rules of the SIAC for the time being in force (“Rules”), which are deemed to be
incorporated by reference in this Error: Reference source not found. The seat of the
arbitration shall be Singapore. The arbitration tribunal shall consist of one (1) arbitrator,
nominated jointly by the Parties.

15.2 Force Majeure

(c) If a Force Majeure Event continues for more than thirty (30) days, the Party not affected
may at its sole discretion:
(i) terminate this Agreement, where the Force Majeure Event prevents or delays the
affected Party’s performance of its obligations under the Agreement; and/or

(ii) terminate the SOW, where the Force Majeure Event prevents or delays the
affected Party’s performance of its obligations under the SOW,

by written notice to the affected Party, without any further liability to the affected Party.