Master services agreement

Master services agreement between end user (single legal entity) and Neutrinos Technologies PTE LTD

END USER LICENSE AGREEMENT FOR NEUTRINOS INTELLIGENT AUTOMATION PLATFORM

BETWEEN:

(1)<Name of Legal Entity of End User>…. Company established under the Laws of …… Commercial Registration Certificate No. …….., Dated ….. with its head Office at ……. (hereinafter referred as “End User”) and

(2) NEUTRINOS TECHNOLOGIES PTE. LTD., as the entity with its registered office specified in the shipping address section of the sales order (hereinafter referred to as "Neutrinos").

(collectively the “Parties” and each a “Party”).

WHEREAS:

(1) [End User is desirous of appointing Neutrinos to supply Neutrinos Platform and Platform related services in accordance with the Work Order , and [End User shall acquire and pay for the Platform and Platform services described in a Work Order subject to and in accordance with the terms and conditions of this Master Services Agreement (the “Agreement”).

(2) This Agreement will not operate so as to create any employment, joint venture, partnership, or principal and agent relationship, between [End User and Neutrinos.

(3) (3) The documents forming part of this Contract are to be interpreted as forming integral part of one agreement dealing with purchase order for the Platform and Services. In the event of any conflict among the Contract and General Terms and Conditions document, the agreed terms of the Contract will precede over the General Terms and Conditions of End User.

THE PARTIES AGREE as follows:

1. Definitions

"Brand" means any name, logo, trademark or other design or description identifiable with [End User or the products or services of those companies and which the Neutrinos is authorized by [End User to use in connection with the provision of the Services. End User grants Neutrinos to use End User logo for references, Case Studies, presentations, social media interactions and joint press releases.

“Customer Data” means information relating to [End User.

"Data” means all data (including but not limited to Customer Data), tables, information, text, drawings, codes, diagrams, images or sounds which are embodied in any electronic or tangible medium, including compilations of any of the foregoing, and which are:

(a) processed by, or a product of, the Services.

(b) generated by the Neutrinos or a Sub-Contractor in carrying out the Neutrinos’ obligations under this Agreement or a Work Order.

(c) generated by or on behalf of [End User

“Associate” means, in relation to any of the Parties, any other company which is either.

(a) a related corporation as defined under the Companies Act (Cap. 50) of Johannesburg; or

(b) (b) a company in which at least 20% but not more than 50% of its shares are held by either the Neutrinos or <>, as the case may be.

"Authorised User" means (i) [End User and (ii) any entity or individual user authorized by Neutrinos to use the Deliverables and/or access the Services for the business purposes of [End User.

“BCP” means a business continuity plan commensurate with the nature, scope and complexity of the outsourced activities and the Services and which provides for, inter alia, recovery time objectives and resumption operating capacities as well as clearly defined escalation, activities and crisis management procedures;

“Bribery Legislation” means all applicable laws, in any territory, which apply to the Parties and which relate to anti-bribery or anti-corruption.

“Confidential Information” means any and all information of a commercial, technical or financial nature which is provided to Neutrinos and/or its Associates prior to and/or in connection with or related to this Agreement, [End User and/or its Associates which contains, amongst other information, trade secrets, know-how, show-how, patents research, development or technical information, confidential and proprietary product or information, intellectual property right, operations or systems, financial and trading positions, details of [End User suppliers, debtors or creditors, information relating to the officers, directors or employees of [End User and/or its Associates, marketing information, reinsurance services details and requirements, brochures, printed matter, business plans, contacts and contact lists, rates and rate tables, contracts, all regardless of form format or media including, without limitation, written or oral information, video footage or information reduced to tangible form, and also includes information communicated or obtained through meetings, documents, correspondence or inspection of tangible items, or any information which, because of its nature and the manner of its disclosure would reasonably be understood to be confidential;

"Deliverable" means a deliverable to be provided by the Neutrinos pursuant to a Work Order;

“Effective Date” means the commencement date for a Work Order, as specified in that Work Order;

"Existing Service Provider IPR" means any IPR owned by Neutrinos as at the Effective Date and any IPR which are created by Neutrinos in circumstances connected or unconnected with this Agreement or any Work Orders;

“Fees” means the fees payable for the services, exclusive of Goods and Services Tax (the “GST / VAT/Withholding tax”) as set out in the respective Work Order;

“"IPR" means rights in patents, designs, copyright, moral rights, database rights, trademarks, trade and business names, rights to sue for passing off, trade secrets, confidentiality and other proprietary rights including rights to know-how and other technical information (in each case whether registered or unregistered) and all rights in the nature of any of the foregoing anywhere in the world;

“Losses” means losses, claims, damages, costs, expenses (including reasonable legal and professional expenses), awards or liabilities and “Loss” shall be construed accordingly;

“Personal Data” means personal data as defined in the Personal Data Protection Act 2012 whether in written, oral, electronic or other tangible form;

“Security Plan” means a plan containing the Service Provider’s security policies, procedures and controls in respect of protecting the confidentiality and security of Confidential Information in connection with the provisions of the Services;

"Service Credits" means the service credits specified in a Work Order;

“Platform” means Gartner, Celent & Everest recognised Low Code Automation platform and its Insurance specific assets to be provided by Neutrinos in accordance with the terms of this agreement, as detailed in the Work Order and will be delivered from Neutrinos;

“Services” means those services to be provided by Neutrinos in accordance with the terms of this Agreement, as detailed in the Work Order and will be delivered from Neutrinos;

"Service Levels" means the service performance and availability standards and any other service requirements set out in a Work Order;

"Source Code" means software in eye readable form and in such form that it can be compiled or interpreted into equivalent object code together with all technical information, documentation and materials necessary for use, reproduction, modification and enhancement of such software;

“Work Order” means an order for the Services in the form set out in Annexure 1 entered or to be entered into between [End User and Neutrinos. In these Terms unless the context otherwise requires, all words written in bold letters shall be given the meaning ascribed to them in this Clause 1. All other defined words or phrases shall have the meaning given to them when they first appear in that form. Headings are included for ease of reference only and shall not affect the interpretation or construction of these Terms and the masculine includes the feminine and the neuter. All references to a statutory provision shall include such provision as from time to time modified, amended or re-enacted so far as such modification, amendment or re-enactment applies or is capable of applying to any transactions entered into hereunder.

2. Commencement and Term

2.1 This Agreement shall take effect as of the Effective Date and shall continue in force for a period of 5 years unless and until terminated in accordance with clause 14 or as otherwise provided in this Agreement

2.2 Each Work Order shall take effect on its Commencement Date and shall continue for the duration specified in that Work Order unless and until terminated in accordance with the terms of this Agreement or that Work Order.

3. Services

3.1 Where [End User and Neutrinos agree to contract for Platform & Platform Related Services, [End User and the Neutrinos shall enter into a Work Order. Each Work Order shall constitute a part of this Agreement such that the provisions of this Agreement shall apply to each Work Order unless and to the extent that the applicable Work Order otherwise expressly specifies.

3.2 Notwithstanding that a Work Order will be entered into and executed between the Neutrinos and [End User, Neutrinos acknowledges and agrees that [End User is entering into the Work Order on behalf of itself and the provision and supply of the Services shall be for the benefit and use of and access by [End User].

3.3 Neutrinos shall comply with all applicable industry standards and shall use appropriate skill, care and diligence that would be expected of a professional and prudent entity in carrying out the Platform & Platform Related Services. Neutrinos agrees that all personnel performing the Platform & Related Services shall be subject to a contract whereby all information received by them shall be held as strictly confidential in terms no less onerous than the obligations of confidentiality applicable to Neutrinos under this Agreement and shall be liable for any and all losses resulting from a failure of any personnel to comply with confidentiality obligations. Furthermore, Neutrinos undertakes to comply with all relevant laws, regulations, guidelines and other legislative or regulatory requirements (as amended, supplemented, modified, consolidated or re-enacted from time to time) which are relevant to the subject matter of this Agreement and to the performance by the Parties of their respective obligations under this Agreement.

3.4 [End User shall not be entitled to cancel, change or re-schedule any Services, or other work in progress or planned activity unless such Services proved to have breach or result in a default of the Agreement. [End User will not hold any payment of the invoices for works requested by [End User and which has been completed prior till date to cancellation or rescheduling of the Services.

3.5 By entering into this Agreement or any Work Order related to this Agreement, Neutrinos has appointed [End User as exclusive supplier for the specified scope of work

4. Charges

4.1 In consideration for the provision of the Platform & Platform Related Services, [End User shall pay Neutrinos, the Fees as set out in the respective Work Order, which Fees shall be exclusive of any applicable taxes in Johannesburg. Any applicable taxes shall be charged only if applicable and [End User shall pay all invoices in US Dollars unless otherwise specified and agreed by the Parties in the respective Work Order. [End User shall bear all expenses on actuals as per the [End User Policy towards onsite travel and stay charges as applicable.

4.2 Unless specifically stated otherwise in the respective Work Order, the Fees payable in respect of the Platform & Platform Related Services will be paid by [End User within 30 days (except the terms mentioned in, In Lieu of Purchase Order - ILPO) of the receipt of the invoice unless [End User has disputed the validity of the invoice as set out in Clause 4.3 below or stated otherwise in the Work Order. Payments shall be made by [End User in accordance with the milestones set out in the Work Ord

4.3 If [End User disputes any part of an invoice (i) it shall notify Neutrinos within three (3) working days of receipt of the invoice disputed, giving full details as to the nature of the dispute; and (ii) shall pay the undisputed portion no later than the due date. For avoidance of doubt, [End User act of withholding payment for any part of an invoice shall not constitute a breach or result in default of the Agreement.

4.4 Neutrinos shall be entitled to raise an invoice in respect of any payment which falls payable to Neutrinos pursuant to this Agreement. Neutrinos shall invoice [End User in respect of the Fees in accordance with the timescales specified in this Clause 4.

Invoices shall be in the format, submitted in the manner and accompanied by such management information, as required by [End User from time to time. All Neutrinos invoices shall be expressed in US dollars or such other currency required by [End User. Neutrinos Platform subscription invoice and Platform Related Services invoice will be billed from Neutrinos Technologies SA Pty Ltd. or Neutrinos Technologies Pte Ltd., Singapore, the parent entity

5. Indemnity

5.1 Neutrinos shall indemnify and keep [End User and/or its Associates (in relation to these Terms and Work Orders) indemnified against all costs, claims, losses, damages, demands, liabilities, causes of action, proceedings, awards or judgments (including all legal costs and expenses) incurred by or brought against [End User and/or its Associates or any directors, officers, employees, agents, contractors or sub-contractors of [End User and/or its Associates arising out of or connected with:1) any act or omission in providing the Services as required to be rendered solely by Neutrinos in accordance with the Work Order; 2) negligence, fraud, default, misconduct or breach of this Agreement and/or any Work Order solely by Neutrinos, its Associates, directors, officers, employees, agents, contractors or subcontractors; or 3) any act or omission or breach caused solely by Neutrinos , its Associates, directors, officers, employees, agents, contractors or subcontractors, of this Agreement and/or any Work Order that causes [End User and/or its Associates to be in breach or default of or fail to comply with any laws, regulations, guidelines and other legislative or regulatory requirements (as amended, supplemented, modified, consolidated or re-enacted from time to time) which are relevant to the subject matter of this Agreement and/or any Work Order and to the performance by the Parties of their respective obligations under this Agreement and/or any Work Order.

6. Intellectual Property Rights

6.1 Nothing in this Agreement or any Work Order shall operate in any way so as to assign, transfer or otherwise dispose of any IPR owned by [End User.

6.2 Save as provided in clause 6.3, 6.4 and 6.5, nothing in this Agreement or any Work Order shall operate in any way so as to assign, transfer or otherwise dispose of the Existing Service Provider IPR.

6.3 To the extent required for the purpose of using and receiving the Deliverables and/or the Platform & Platform Related Services and subject to the terms of this Agreement or any Work Order, Neutrinos hereby grants to [End User and its Authorized Users a royalty-free, non-exclusive and non-transferable, single instance (tied to the one legal entity) licence to use, modify and adapt Neutrinos IPR on the end Deliverables. Following the expiry or termination of this Agreement or any Work Order, the subscription granted pursuant to this clause 6.3 and as per the End User Licence Agreement (EULA) of Neutrinos, shall continue to the extent required for the purpose of [End User and Authorised Users using and receiving the Deliverables and/or the Platform related Services.

6.4 All IPR in the Deliverables and/or the Services created under any Work Order shall vest in [End User upon the creation of such IPR. [End User hereby grants to Neutrinos a non-exclusive, non-transferable, licence to use and copy the works mentioned in this clause 6.4 for the purposes of fulfilling its obligations under this Agreement and for any other reasonable usages.

6.5 Neutrinos hereby assigns its IPR specified in clause 6.4 to [End User so as to give effect to clause 6.4 and hereby agrees that any IPR in the Deliverables and/or the Services referred to in clause 6.4 that comes into existence after the Effective Date shall vest in [End User immediately upon such rights coming into existence.

6.6 Where, in connection with the Services, Neutrinos provides [End User with any item, material or software created by a third party, Neutrinos shall obtain from such third party all relevant copyright or other intellectual property licenses necessary for the use by [End User and Authorized Users of such item, material or software on terms to be agreed with <>, in advance and in writing, on a case by case basis.

6.7 Subject to each party's obligations under clause 7, nothing in this Agreement shall prevent either party from the use of any general skills, concepts, methodologies, techniques, ideas, know-how or knowledge gained from the experience of providing or receiving the Services or retained in the unaided mental impressions of such party's personnel relating to the Services.

6.8 Neutrinos warrants that in the performance of the Services, it has not infringed the intellectual property rights of any party and indemnifies and holds harmless [End User and any of its directors, officers, employees, agents, contractors or sub-contractors from any and all costs, claims, losses, damages, demands, liabilities, causes of action, proceedings, awards or judgments (including all legal costs and expenses) incurred by or arising from infringement of (or claims of infringement) intellectual property rights relating to the performance of the Services and/or the material brought into existence as part of, or for the purpose of, performing the Services.

6.9 Neutrinos will, upon termination of this Agreement or at the request of [End User at any time, promptly return to [End User, all materials that contain intellectual property rights of [End User.

7. Confidentiality

7.1 Each Party shall at all times keep strictly confidential, isolated and clearly identified all Confidential Information and put in place technical and organizational measures to maintain the confidentiality of the Confidential Information. Except as authorized by either of the parties in writing, the other party shall not at any time prior to, during or after the appointment hereunder disclose to any person, firm or company any of the Confidential Information nor shall either of the party use or reproduce such information other than for the purpose of the Services. Ownership of the Confidential Information shall at all times vest in either of the parties. Notwithstanding the foregoing, the parties may disclose Confidential Information pursuant to any law or regulation or an order of court or regulatory authority, provided that, and to the extent permissible by law, regulation or authority, the either of the parties provide with reasonable prior written notice of such disclosure in order to permit either of the parties to seek a protective order or other remedies.

7.2 Neutrinos shall only permit access to the Confidential Information to such of the Service Providers’ directors, officers or employees (collectively, the "Representatives") having a need to know and shall procure the Representatives to keep the Confidential Information strictly confidential. Notwithstanding any other provision in this Agreement and/or any Work Order, Neutrinos shall remain liable to [End User for losses or damages in the event of any breach of confidentiality or security by any of the Representatives or Neutrinos’ sub-contractors.

7.3 Confidential Information shall not include any information that: (a) is or becomes publicly available without Neutrinos’ breach of any obligations owed to [End User; (b) is known to Neutrinos prior to [End User disclosure of such information to Neutrinos; (c) becomes known to Neutrinos from a source other than [End User without a breach of an obligation of confidentiality owed to [End User; or (d) is independently developed by Neutrinos without usage of the Confidential Information.

7.4 Neutrinos shall immediately notify [End User upon discovery of any unauthorized access or breach of confidentiality or security in respect of the Confidential Information of [End User and take immediate measures to remedy and stop such unauthorized access or breach.

7.5 Neutrinos will, upon termination of this Agreement and/or any Work Order or at the request of [End User at any time, promptly return to [End User or securely destroy all originals, copies and reproductions of the Confidential Information of [End User and all notes, reports, summaries, analyses, compilations, studies, video footage and other documents in any form prepared by Neutrinos regarding or arising from the Confidential Information of [End User provided that where any of the foregoing items is required by law, regulation or authority to be retained by the Service Provider, the Service Provider may retain such item solely to comply with such requirement and only for the requisite period and the obligations of the Service Provider under this Clause 7 shall continue to apply with respect to the item throughout such period.

8. Books & Records

8.1 Neutrinos shall keep complete and accurate books, records, accounts and documents in respect of the Services in such form and manner as may be required by [End User (collectively the “Records”). The Records shall be kept for a period of seven (7) years from the date of termination of this Agreement

8.2 Neutrinos shall ensure that such Records contain solely information and data in respect of the Services and keep the Records separate from the books, records, accounts and documents in respect of other activities or customers of Neutrinos . The Records shall be kept locked in a safe place and accessible only to (i) such persons selected by [End User and (ii) such of Neutrinos’ directors, officers or employees involved in providing the Services and having a need to know and who have signed confidentiality agreements (which remain enforceable).

8.3 Neutrinos agrees that the Records solely belong to [End User and shall clearly identify or label such ownership on the cover of each of the Records.

8.4 Neutrinos shall immediately notify [End User if any third party including any governmental authority were to seek access to the Records, Confidential Information or any part thereof.

9. Audit

9.1 [End User will have the right to audit Neutrinos’ performance of the Services provided under this Agreement or scope of any Work Order. [End User shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt Neutrinos or delay the provision of the Services. The Neutrinos will allow [End User and/or any regulator to have access to any sites and equipment used in relation to the provision of the Services and all documentation relating to the Services, together with the assistance of appropriate Neutrinos personnel.

9.2 [End User shall endeavour to provide at least 5 [five] Business Days’ notice of its intention to conduct an audit.

9.3 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause 9, unless the audit identifies a material Default by Neutrinos in which case Neutrinos shall reimburse [End User for all [End User reasonable costs incurred in the course of the audit.

9.4 If an audit identifies that:

9.4.1 [End User has overpaid any Fees, Neutrinos shall pay to [End User the amount overpaid within 30 Business Days; and

9.4.2 [End User has underpaid any Fees, [End User shall pay to Neutrinos the amount underpaid within 30 Business Days.

10. Personal Information & Data Protection

10.1 Neutrinos shall comply with the Personal Data Protection Act 2012 (“PDPA”)and all subsidiary legislation related thereto (collectively “Data Protection Legislation”) with regard to any and all Personal Data that it collects and discloses to and/or receives from [End User.

10.2 Neutrinos hereby represents, warrants and undertakes that:

(a) for any Personal Data that the Service Provider will be or is disclosing to [End User, that Neutrinos would have prior to disclosing such Personal Data to [End User:-

(i) notified the individuals the purposes of collection, use and disclosure of his/her Personal Data to [End User for processing, administering and/or managing the individuals’ relationship and/or policy with [End User;

(ii) obtained the consent from the individuals whose Personal Data are being disclosed to:-

A. permit Neutrinos to disclose the individuals’ Personal Data to [End User for the purposes of processing, administering and/or managing the individuals’ relationship and/or policy with [End User;

B. permit [End User and its related corporations to collect, use, disclose and/or process the individuals’ Personal Data for the purposes of processing, administering and/or managing the individuals’ relationship and/or policy with [End User; and

(iii) verified the Personal Data is accurate and complete;

(b) at the request of [End User, Neutrinos will use such form(s) or document(s) provided by [End User to obtain such consents from the individuals in question (for the avoidance of doubt, [End User is under no obligation to Neutrinos to create any such form(s) or document(s));

(c) for any Personal Data that it collects for or receives from [End User, it shall only process/use such Personal Data solely for [End User and in accordance with the instructions/purposes of [End User or as is necessary for [End User to fulfil its obligations under the Data Protection Legislation and not disclose such Personal Data to any other party or insurer unless:

(i) the individual whose Personal Data is to be disclosed has expressly consented to such processing/use/disclosure to such other party or insurer; and

(ii) such consent obtained from that individual fulfils all the requirements of data protection including notification of purposes

(d) it shall keep [End User Personal Data isolated and clearly identified from its own Personal Data or that of others;

(e) it shall take appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against all other unlawful forms of processing. Such measures shall ensure a level of security appropriate to the risks represented by the processing and the nature of the data to be protected, having regard to the state of the art and the cost of implementation;

(f) it shall give [End User notice in writing as soon as reasonably practicable should it be aware of, or reasonably suspect, that any of the events referred to in Clause 10.2(e) has occurred and shall promptly take all steps necessary to remedy the event and prevent its re-occurrence;

(g) it shall not retain Personal Data for any longer than is necessary for the purposes for which it collects for [End User or [End User disclosed the Personal Data;

(h) it shall limit disclosure of such Personal Data to its employees on a need-to-know basis and only for the purposes of processing for which such Personal Data was disclosed to/by [End User; and

(i) where the Personal Data is to be transferred to another country, it shall not do so unless the consent of the individual whose Personal Data is to be transferred to another country has been obtained except where an exception to such consent under the PDPA applies. Further, where the Personal Data is to be transferred to another country, it shall take any such additional measures as are necessary to secure that Personal Data is transferred in accordance with the requirements of the Data Protection Legislation.

10.3 Notwithstanding anything to the contrary, the Service Provider undertakes to indemnify and at all times hereafter to keep [End User’s indemnified against any and all losses, damages, actions, proceedings, costs, claims, demands, liabilities (including full legal costs on a solicitor and own client basis) which may be suffered or incurred by [End User or asserted against [End User by any person, party or entity whatsoever, in respect of any matter or event whatsoever arising out of, in the course of, by reason of or in respect of any breach of the Data Protection Legislation or any of the provisions in this Clause.

10.4 On termination of this Agreement, howsoever caused, Neutrinos shall immediately:

(a) cease processing Personal Data and at Neutrinos’ own cost take all actions necessary to transfer and ensure that all Personal Data is transferred back to [End User or to a third party provider as notified by [End User; or

(b) at End User’s option or direction, arrange for the prompt and safe return and/or secure destruction (in accordance with [End User requirements) of all Personal Data, together with all copies in the Service Provider’s possession or control, and where required by [End User, certify that such destruction has taken place. [End User will release all the pending payments or fees to Service Provider on submission of invoices for the Services provided under a Work Order prior to the date of termination.

11. Warranties

11.1 Neutrinos warrants that:

(a) it has the authority to enter into this Agreement and the Work Order(s)and to perform and observe all of its terms;

(b) that this Agreement has been duly executed by it and it is a legal, valid and binding Agreement enforceable against it in accordance with this Agreement; and

(c) it is licensed, qualified, competent and experienced and is able to provide the Services to that standard as requested by <> and all persons engaged by it.

12. Limitation of liability

12.1 Nothing in this Agreement excludes or limits the liability of the either Party in respect of:

(a) death or personal injury caused by its negligence (including negligence of its employees, agents or contractors);

(b) fraud or fraudulent misrepresentation;

12.2 Save for the indemnities under this Agreement and/or any Work Order, [End User’s entire liability to Neutrinos arising out of or in connection with this Agreement and/or any Work Order whether arising from contract, tort, negligence or otherwise shall be limited in aggregate to an amount equal to the fees received by Neutrinos for the portion of the Service rendered. Notwithstanding the aforesaid, [End User shall in no event be liable to Neutrinos for any indirect, incidental, punitive, special or consequential loss or damages, including without limitation, loss of profits or revenue, loss of contracts; and loss of business or goodwill, howsoever arising out of or in connection with the Agreement and/or any Work Order.

13. Service Levels

13.1 Without prejudice to the requirements to perform the Services in accordance with this Agreement, Neutrinos shall perform the Services to any additional and/or specific Service Levels specified in the Work Order.

13.2 If [End User is satisfied that the Services have not been performed in accordance with the Service Levels or this Agreement, it may serve a notice on Neutrinos specifying the deficiencies in the Services and requiring the Service Provider to take all steps necessary to ensure that the Services are thereafter provided in accordance with the Service Level.

13.3 [End User shall be entitled, if applicable, to such service credits as are set out the Work Order.

14. Termination Termination of Agreement and/or Work Order(s)

Termination of Agreement and/or Work Order(s)

14.1 [End User shall have the right to terminate this Agreement and/or a Work Order by giving Neutrinos ninety (90) day’s prior written notice for any cause that is proved solely due to Neutrinos. [End User will release all the pending payments or fees to Service Provider within 15 days of receipt of invoices for the Services provided under a Work Order prior to the date of termination. The termination of Neutrinos Platform will be applicable only after 5 years.

14.2 [End User shall have the right to terminate this Agreement and/or a Work Order with immediate effect by giving written notice to Neutrinos if Neutrinos commits a material breach of any term of this Agreement caused solely due to Neutrinos and (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so.

14.3 [End User may terminate this Agreement and/or a Work Order immediately by written notice in the event that any of the following circumstances arise caused solely due to Neutrinos:

(a) if Neutrinos is unable to maintain any of its licenses or any of its licenses is revoked or suspended;

(b) if Neutrinos fails or threatens to fail to meet regulatory requirements;

(c) if Neutrinos prevents [End User, the regulator and/or its officers, agents or employees from conducting any audits or obtaining any report or finding on Neutrinos or prevents assessment of Neutrinos’ compliance with this Agreement;

(d) if Neutrinos makes any representation, warranty or statement, whether in this Agreement or in any document, statement, notice or correspondence provided under or in connection with this Agreement, and whether in writing or verbally, that proves to be incorrect in any material respect, or that adversely affects the reputation of [End User or any of its Associates;

(e) if Neutrinos becomes unable to pay its debts as they fall due or otherwise becomes insolvent or is declared insolvent, or goes into receivership or is placed under judicial management or liquidation;

(f) if Neutrinos ceases or threatens to cease to carry on all or a substantial part of its business or to change the nature or scope of its business as now conducted;

(g) if there is any change in the shareholding of Neutrinos that results in:

(i) a change of 51% or more of the shareholding of any shareholder of Neutrinos resulting in a change of the capacity in Neutrinos’ management to determine Neutrinos’ financial and operating policies, and in the reasonable opinion of [End User adversely affects the position, rights or interests of [End User; or

(ii) the occurrence of any event (including but not limited to any change or development in the monetary, financial, economic, political or regulatory condition or environment in Singapore and/or overseas) which in the sole opinion of [End User, is likely to result in:

A. it becoming impracticable, inadvisable, inexpedient, not commercially viable or otherwise contrary to or outside the usual commercial customs or practices in Singapore for [End User to continue with the arrangements under this Agreement or to observe or perform or be obliged to observe or perform the terms of this Agreement; or

B. the business, financial condition, operations or prospects of Neutrinos being adversely affected

(h) if there is any unauthorised access or breach of security or confidentiality of Confidential Information or Personal Data by Neutrinos;

(i) if there is a demonstrable deterioration in the ability of Neutrinos to perform the Services under this Agreement and/or a Work Order caused solely due to Neutrinos;

14.4 Subject to Clause 14.6, termination of this Agreement shall not result in the termination of all Work Orders.

14.5 Termination of a Work Order shall not result in termination of any other Work Order.

14.6 Where this Agreement terminates and [End User has not requested or does not request that any Work Order shall terminate, such Work Order shall continue for its term and the provisions of this Agreement that relate to the Work Order shall continue to apply.

Consequences of Termination

14.7 Termination of this Agreement or a Work Order will not affect the rights and obligations of the parties which have accrued at the date of such termination.

14.8 In the event this Agreement or any Work Order, or part thereof is terminated or otherwise expires, the Service Provider shall:

(a) subject to clause 14.8 (c), cease to provide the Services under the terms of such Work Order post termination or expiry of the Work Order;

(b) as soon as practicable, deliver to [End User all documents and data supplied by [End User pursuant to the relevant Work Order, all materials and other results of work in progress which Neutrinos has prepared in the course of performing its obligations under the relevant Work Order (including all information in any format whatsoever and all other materials which it would, but for such termination, have been obliged to deliver to [End User, to the extent that they are in Neutrinos’ possession at the date of termination), on the basis that if such information has not been finalised and quality assured by Neutrinos then, subject to it providing sufficiently clear indication these are intended to be a draft only and not to be relied upon, shall be relied upon at [End User’s risk;

(c) where requested by [End User in writing, continue to provide the Services or any part of the Services for any continuing requirement of [End User and to perform such Services in accordance with this Agreement including, but not limited to, complying with the performance standards and the reporting requirements to the extent that they apply to such Services subject to [End User paying the fees in respect thereof; all such services by Neutrinos post termination will be done at a cost to be mutually agreed to by the Parties in writing.

(d) co-operate in good faith as reasonably requested by [End User to ensure the smooth transfer of the Services (or part(s) thereof), from Neutrinos to any New Service Provider;

(e) cease the use of the [End User brand except as may be necessary to provide the Services under clause 14.8 (c); and

(f) promptly return to [End User any documents, materials and equipment of [End User in Neutrinos’ possession or control, previously given to Neutrinos by or on behalf of [End User in relation to such Work Order. Neutrinos may retain a sufficient copy of documentation that it reasonable requires to support any advice, reports or opinions Neutrinos may provide to [End User, subject to the obligations of confidentiality under this Agreement and for no longer than is necessary to comply with any laws, regulations or good practice.

(g) [End User will release all the pending payments to Service Provider on submission of invoices for the Services provided under a Work Order prior to the date of termination.

15. Non-Solicitation

Parties shall not directly or indirectly solicit for employment, employ or otherwise retain any of the other parties’ employees during the term of this Agreement notwithstanding that the said employee may have resigned from his/her employment during the Term and the subsequent twelve (12) months upon termination of this Agreement unless agreed upon in writing by the relevant parties.

16. Corporate Responsibility

16.1 Neutrinos shall:

(a) comply in full with and ensure that all its personnel providing the Services comply in full with the international workplace health and safety standard SA8000, published by Social Accountability International and national health and safety standards;

(b) have in place a diversity strategy which applies to all its employees within all its organisations and which complies with all current anti-discrimination laws and undertakes not to discriminate or permit discrimination in any manner against any individual or group within its organisation on the grounds of disability, age, sex, race, colour, national origin or religion;

(c) comply in full with the provisions of the International Labour Organisation’s core standards and the provisions of the United Nations Universal Declaration of Human Rights, as amended from time to time, in respect of both its employees and its suppliers;

(d) demonstrate and ensure that it and its suppliers demonstrate a set of environmental standards with a commitment to environmentally sustainable working practices and materials, and the Service Provider shall comply in full with all relevant environmental standards maintained by the International Standards Organisation and other specific national standards; and

(e) comply in full with and ensure that all its personnel, agents and any third parties it employs or engages in respect of this Agreement will where possible comply in full with the ethical standards and Business Code of Behaviour as set out in Annex 2 of this Agreement, together with any amendments to the same made from time to time.

17. Fit and Proper Undertaking

17.1 Neutrinos shall ensure that its’ employees and/or its sub-contractors are sufficient and competent, qualified and skilled personnel for the performance of this Agreement.

17.2 Neutrinos shall conduct fit and proper assessment of its’ employees and/or its sub-contractors’ employees. Such fit and proper assessment shall include without limitation:

(a) whether the employee has been subject to any proceedings of a disciplinary or criminal nature;

(b) whether the employee has been convicted of any offence (in particular, that is associated with fraud, misrepresentation or dishonesty);

(d) whether the employee is financially sound.

17.3 Neutrinos shall immediately notify [End User of any adverse findings from the fit and proper assessment so that [End User can consider their relevance and impact on the provision of the Services.

18. Notices

18.1 Any and all notices given to a Party under or in connection with this Agreement shall be in writing and delivered by hand, post, fax or email to the address or fax number of the other Party at the address given in this Agreement or as otherwise notified in writing to the other Party.

18.2 All communications will be considered to have been given:-

(a) if delivered by hand, on the date of delivery;

(b) if sent by post, 48 hours after posting (if posting is within Singapore) or such other reasonably acceptable period of time (if posting is from or to a place outside Singapore as may be contemplated hereunder); and

(c) if sent by email, 30 minutes after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered.

18.3 All communications will be sent to the Parties as follows:-

C. [End User

Address : [Customer Address as in Sales Order]

Tel :

Email : [Customer Contact Email as in Sales Order]

Attention : [Customer Contact Name as in Sales Order]

Neutrinos Technologies PTE. LTD

Address : 10 Anson Road, International Plaza, Singapore 079903

Tel : …….

Fax : ………

Attention : finance@neutrinos.co

19. Sub-Contracting

19.1 Neutrinos shall sub-contract the execution of one or more portions of the Services under this Agreement to a sub-contractor / preferred service delivery partner. Neutrinos shall remain primarily responsible to [End User for the performance of its subcontractor and the Services and shall reasonably supervise such Services or activities including the subcontractor’s risk management practices. Any breach or attempted breach by Neutrinos’ subcontractor, its employees and agents of the provisions of this Agreement shall be deemed to be a breach committed by Neutrinos. [End User shall not be liable nor responsible whatsoever to Neutrinos or its subcontractor as a result of any lawful act, right or entitlement whatsoever exercised by [End User under this Agreement.

19.2 Neutrinos shall ensure that its contracts with sub-contractors:-

(a) grant [End User and the regulator equivalent rights of audit and access to those rights granted to [End User and the regulator under this Agreement;

(b) require the sub-contractor to comply with all applicable laws and regulations;

(c) require the sub-contractor to provide a level of service such that the Services are provided, and Neutrinos’ obligations are met, in accordance with the terms and conditions of this Agreement;

(d) require the sub-contractor to comply with policies, controls, procedures and standards no less onerous than the policies, controls, procedures and standards which Neutrinos is required to adhere to under this Agreement insofar as they relate to the services provided by the sub-contractor; and

(e) where the services provided by the sub-contractor only relate to the Services, if required by [End User as a condition of granting its approval pursuant to Clause 21.1, contain a provision that:-

(i) grants rights for [End User to enforce the subcontract against the sub-contractor as if it were Neutrinos (including under the Contracts (Rights of Third Parties) Act.

(ii) grants Neutrinos the right to assign, novate and otherwise transfer any of its rights and obligations under the subcontract to [End User or a person nominated by [End User; and

(iii) requires the sub-contractor, at the request of [End User, to enter into a direct confidentiality agreement with [End User on terms no less onerous than those set out in Clause 7 (Confidentiality).

19.3 Notwithstanding anything contained in this Agreement, Neutrinos shall not be relieved from any of its obligations under this Agreement by sub-contracting one or more portions of the execution of the Services under this Agreement and Neutrinos shall remain responsible for:-

(a) all acts and omissions of any sub-contractor as if they were the acts and omissions of Neutrinos;

(b) undertaking appropriate due diligence of the sub-contractor(including checking that the sub-contractor has any and all regulatory permissions that are necessary for the activity which the sub-contractor shall be undertaking) to satisfy applicable laws and regulations and ensure that Neutrinos’ subcontracting of any part of Neutrinos’ obligations under this Agreement does not put [End User or an [End User Affiliate in breach of applicable laws and regulations. Neutrinos shall not be permitted to subcontract or delegate the performance of any part of the Services to a sub-contractor that has failed Neutrinos’ due diligence;

(c) monitoring the activities of the sub-contractor in relation to the performance of any duties delegated to them by Neutrinos pursuant to this Agreement; and

(d) reasonably supervise such Services or activities including the sub-contractor’s risk management practices.

20. Bribery & Corruption

20.1 Each party (the “First Party”) shall:

(a) comply with all regulatory requirements, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Legislation (“Relevant Requirements”);

(b) have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;

(c) promptly report to the other party any request or demand made to the other party by the First Party for any undue financial or other advantage of any kind received in connection with the performance of this Agreement, and in this clause 22.1(d) a reference to a party shall be deemed to include a reference to that party’s officers and employees;

(d) it has not (nor has any of its subsidiaries or, so far as it is aware, any associated person of it), bribed another person (within the meaning of the Bribery Legislation), intending to obtain or retain business or an advantage in the conduct of business for that party and/or any of its subsidiaries;

(e) it is not nor has it (nor has any of its subsidiaries or any of their associated persons currently or has) been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence or alleged offence under the Bribery Legislation, and no such investigation, inquiry or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings; and

(f) immediately notify the other party (in writing) upon becoming aware of a foreign public official becoming an officer or employee of the First Party or acquiring a direct or indirect interest in the First Party. Each party warrants that, so far as it is aware, it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement.

20.2 Each party shall ensure that any person associated with it who is providing services to that party expressly in connection with the discharge by that party of its obligations under this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the parties in this Schedule (“Relevant Terms”). Each party shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the other party for any breach by such persons of any of the Relevant Terms.

20.3 Breach of this Clause by a party (the “Breaching Party”) shall entitle the other party to terminate this Agreement immediately on written notice to the Breaching Party.

20.4 For the purpose of this Clause, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with applicable Bribery Legislation. For the purposes of this Clause, a person associated with a party includes but is not limited to any subcontractor of that party.

21. Third Party Rights

21.1 Subject to clauses 20.2, the parties do not intend that any of the terms of this Agreement (or any Work Order) will be enforceable by virtue of the Contracts (Rights of Third Parties) Act, (Cap. 53B) by any party not a party to it

21.2 Neutrinos acknowledges that [End User has entered into this Agreement for its own benefit and this Agreement (and each Work Order) is intended to be enforceable by [End User by virtue of the Contracts (Rights of Third Parties) Act, (Cap. 53B))

[End User will be able to recover any Loss from Neutrinos subject to any limits on Neutrinos’ liability contained in this Agreement. For the avoidance of doubt, [End User shall not be entitled to recover any sum in respect of any claim related to this Agreement or any Work Order to the extent that to do so would involve recovery more than once in respect of the same Loss. The extent of recovery in any case shall be an amount equal to the Fees paid by [End User to Neutrinos till that date of such recovery under this Agreement.

21.3 [End User and the Service Provider may rescind or vary this Agreement (including any Work Order) or vary any term of it without the consent of any third party.

22. Governing law & Dispute Resolution

22.1 This Agreement and all matters arising from or in connection with it, shall be governed by and construed in accordance with, the laws of Singapore.

22.2 Any dispute arising out of or in connection with this Agreement will be negotiated in good faith by the Parties with a view to an amicable resolution of such dispute. If the dispute is not resolved within thirty (30) days of the date of the dispute arising, it shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The language of arbitration shall be English.

23. Miscellaneous

23.1 Force Majeure: Neither Party shall be liable to the other for loss or damage caused directly or indirectly by, or in connection with, any event of Force Majeure. “Force Majeure” means any cause preventing either of the Parties from performing any or all of its obligations under this Agreement which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the Party so prevented including (without limitation) strikes, lock-outs or other industrial disputes (involving the workforce of the Party), act of terrorism or of God, war, riot, civil commotion, compliance with any law (including any applicable law) or any order, rule, regulation or direction of any governmental body or competent regulatory authority, accident, fire or flood.

23.2 Waiver: The delay or failure of either party at any time to require performance by the other of any provision of this Agreement (or any Work Order) will in no way affect the right of that party to require performance of that provision. No waiver by either party of any breach of a provision of this Agreement (or any Work Order) will be binding unless and until the same is made in writing and signed by both parties hereto (or thereto). Any waiver will relate only to the breach to which it expressly relates and will not apply to any subsequent or other breach.

23.3 Severance: Any provision of this Agreement (or any Work Order) which is void, illegal or otherwise unenforceable will be severed to the extent permitted by law without affecting the validity, legality or enforceability of any other provision of this Agreement.

23.4 Assignment: Neither Party shall, without prior written consent from the other Party (not to be unreasonably withheld or delayed) assign or transfer all or any of its rights or obligations under this Agreement, save that [End User may assign, novate or transfer to any of its respective Associates, or successor in business.

23.5 Survival: Any provisions which are intended to or by their nature ought to survive termination of this Agreement (and/or a Work Order) shall survive termination or expiry of this Agreement (and/or the applicable Work Order), however and whenever occurring.

23.6 Entire Agreement & Variation: This Agreement contains the entire understanding between the Parties on the subject matter. It supersedes all prior or contemporaneous communications, representations or agreements, whether oral or written, relating to the subject matter. This Agreement may be amended only by a written instrument signed by the parties.

23.7 Counterparts: This Agreement (and each Work Order) may be entered into in any number of counterparts, each of which when so signed and delivered will be treated as an original, but all of them together will form one and the same agreement.