Consulting Agreement by Cofounders

Consulting Agreement

This agreement (the Agreement) is made on [Date].

Between

[Consultant Company's Name] (Registration No. [Consultant Company's UEN]), a company incorporated in Singapore, and having its registered office at [Consultant Company's Address] (the Consultant).

And

[Client Company's Name] (Registration No. [Client Company's UEN]), a company incorporated in Singapore, and having its registered office at [Client Company's Address] (the Client).

The Consultant and the Client are collectively the Parties and each a Party.

The Parties agree as follows:

Interpretation

In this Agreement, the definitions set out in Schedule 1 apply.

Engagement

The Client has engaged the Consultant, and the Consultant has agreed to such engagement, to provide the Services set out in Item 2 of Schedule 2 to the Client upon terms and conditions set out in this Agreement.

Payment Terms

The Consultant will invoice the Client at the end of every Billing Cycle for Services rendered. The Client shall pay the Fees set out in the invoice within seven (7) days of receiving the invoice, together with the goods and services tax if applicable, to the Consultant. The Fees are calculated based on the Hourly Rate specified in Item 2 of Schedule 3 and are pro-rated to the time spent by the Consultant in providing the Services rounded up to the nearest Time Unit specified in Item 3 of Schedule 3. All Fees paid are deemed as fully earned and are non-refundable.

The Client shall pay the Consultant the Security Deposit specified in Item 4 of Schedule 3 on the Commencement Date. The Security Deposit shall be refunded without interest to the Client within thirty (30) days of the termination of this Agreement, less all and any monies due and payable by the Client to the Consultant.

The Client agrees and undertakes to reimburse any expenses incurred by the Consultant in performing the Services for the Client within seven (7) days of the Consultant's invoice of the same.

The Client shall pay Prescribed Interest to the Consultant on any monies due but unpaid under this Agreement, to be computed from the due date of the payment until all such money is paid in full.

All payments shall be in Singapore dollars.

Intellectual Property

The Client agrees and acknowledges that, as between the Parties, all Consultant's IPR shall be and remain the sole property of the Consultant and that the provision of the Services does not give the Client any ownership, interest or such other interest in or to such rights. All rights in respect of any modifications or alterations to the Consultant's IPR, whether carried out by the Consultant or the Client or their respective agents or contractors, shall be and remain the sole property of the Consultant. The Client acknowledges and agrees that this Agreement shall not in any way prevent the Consultant from providing services to other clients using the ideas, concepts, techniques, know-how and experience used hereunder or from developing products or services which might be similar to or competitive with the Consultant's IPR and/or the Foreground IPR.

Except as expressly provided herein, the Client shall not, and shall procure all the Client's employees, contractors, agents and licensees not to, directly or indirectly,

rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Consultant's IPR;

remove any proprietary notices from the Consultant's IPR;

publish or disclose to third parties any evaluation of the Consultant's IPR without the Consultant's prior written consent.

During the Term, the Consultant grants to the Client and its contractors, agents and licensees a non-exclusive, non-transferable, and royalty-free licence to use the Consultant's IPR that have been used or embodied in or in connection with the Services solely for the purposes of using the Foreground IPR.

The Client further agrees and acknowledges that, as between the Parties, until the Fees for each Billing Cycle is paid in full by the Client to the Consultant, all Foreground IPR created and/or developed by the Consultant during such Billing Cycle shall be and remain the sole property of the Consultant and that the provision of the Services does not give the Client any ownership, interest or such other interest in or to such rights. Subject to Clause 4.7, until the Fees for each Billing Cycle is paid in full by the Client to the Consultant, the Consultant grants to the Client and its contractors, agents and licensees a non-exclusive, non-transferable, and royalty-free licence to use the Foreground IPR created and/or developed by the Consultant during such Billing Cycle.

Upon the full payment of the Fees of each Billing Cycle, the Consultant assigns absolutely and irrevocably to the Client all rights, interest, title and benefit in the Foreground IPR created and/or developed by the Consultant during such Billing Cycle.

Upon the termination of this Agreement, subject to the full payment of the Fees and all monies due and payable by the Client under this Agreement, the Consultant grants to the Client and its agents and contractors a non-exclusive, non-transferable, irrevocable, perpetual and royalty-free licence to use, modify, and create derivative works of the Consultant's IPR that have been used or embodied in or in connection with the Services solely for the purposes of using the Foreground IPR.

Upon the termination of this Agreement, in the event that the Client fails to pay all Fees and other monies due and payable by the Client under this Agreement in full, the Consultant shall have the right to revoke any and all licences granted to the Client with respect to the Consultant's IPR and the Foreground IPR by giving written notice to the Client.

Suspension

Without prejudice to the Consultant's right to terminate this Agreement under Clause 6 (Termination), the Consultant reserves the right to suspend provision of the Services at any time without notice if the following events occur:

If the Client fails to pay any money due to the Consultant under this Agreement on or before the date on which the same falls due; or

If the Client fails to cooperate and assist the Consultant fully, or to furnish all necessary information requested by the Consultant in order to provide the Services.

For avoidance of doubt, notwithstanding the suspension of Services hereunder, the Client shall remain liable for all sums due and unpaid by the Client under this Agreement.

Termination

Either Party may terminate this Agreement at any time by seven (7) days notice in writing.

Without prejudice to the right of action of the Consultant against the Client in respect of any unpaid Fees or any breach of this Agreement, the Consultant is entitled to immediately terminate this Agreement by notice if any of the following events occur:

If the Client fails to pay any money due to the Consultant under this Agreement within seven (7) days after the date on which the same falls due;

If the Client fails or refuses to perform or comply with any one or more of its obligations under this Agreement (other than Clause 6.2(a) above), and, if in the opinion of the Consultant that default can be remedied, the Client fails to remedy such default within seven (7) days after the Consultant has given written notice of such default to the Client;

If the Client shall become bankrupt or make any assignment for the benefit of creditors or enter into an agreement or make any arrangement with creditors or if the Client being a company shall go into liquidation whether voluntary (save for the purposes of amalgamation or reconstruction) or compulsory; or

If a receiver, judicial manager or similar officer is appointed in respect of any part of the assets of the Client.

Upon termination of this Agreement, the Client shall pay all Fees and other monies due and unpaid under this Agreement. Upon receipt of all monies due and payable by the Client under this Agreement, the Consultant shall deliver to the Client the source code to the Foreground IPR within seven (7) days of termination of this Agreement.

Clauses 4 (Intellectual Property), 7 (Limitation of Liability), and 9 (Confidentiality) shall survive the termination of this Agreement.

Limitation of Liability

The Consultant shall not be liable for any failure to provide the Services in accordance with this Agreement to the extent and in so far as it is due to the Client failing to provide such information and assistance, or to cooperate with the Consultant as is necessary, and has been reasonably requested by the Consultant, to enable the Consultant to provide the Services.

In no event shall the Consultant be liable to the Client for any damages, expenses, costs or loss of any kind (including but not limited to loss of data)

that the Client may suffer or incur on account of using or relying on any source code provided or created by the Client or its employees, agents or contractors,

that the Client may suffer or incur as a result of misuse of the Consultant's IPR and/or the Foreground IPR by the Client or its employees, agents or contractors,

resulting (direct or indirect) from any delay in operation or transmission, server disruption, communications failure, internet access difficulties, or internet connection (including the download and/or use of the online and offline services),

resulting (direct or indirect) from any errors, bugs or defects in the Consultant's IPR and/or the Foreground IPR arising from the acts of third parties,

resulting (direct or indirect) from any unauthorised access to and/or unauthorised use of the Consultant's IPR and/or the Foreground IPR by third parties.

Notwithstanding anything to the contrary in this Agreement, the Client's sole remedy for any errors, bugs, or defects in the Consultant's IPR and/or the Foreground IPR are strictly limited to the rectification of any such errors, bugs, or defects at the Consultant's expense, Provided Always that such errors, bugs, or defects in the Foreground IPR is a result of the Consultant's negligence or default.

Notwithstanding any provision to the contrary, the Consultant's liability in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever arising by reason of or in connection with this Agreement shall be limited to the monies paid by the Client to the Consultant under this Agreement.

In no event shall the Consultant be liable to the Client for any indirect, consequential, incidental, exemplary or other indirect damages of any kind, including without limitation, loss of profits, loss of use, or cost of procurement of substitute services or rights based upon a claim grounded in tort (including negligence), strict liability, breach of contract, breach of warranty or otherwise, even if such loss was reasonably foreseeable or the Consultant has been advised of the possibility of such damages.

Force Majeure

No delay or failure of performance by either Party of its obligations hereunder (except the obligation to pay money) shall be deemed to be a breach of or default under this Agreement or give rise to any claim by the other Party if and so long as such delay or failure is occasioned by or in consequence of any Acts of God; strikes, lockouts, or other labour disputes; wars, blockades, insurrection, civil disturbances, acts of public enemies; riots, epidemics; lightning, earthquake, fires, explosions, storms, floods, landslides, washouts, arrests and restraints of rulers and people, acts of public enemies, the order or direction of any court or other authorities having jurisdiction; and any other cause or circumstances whether of the kind herein enumerated or otherwise which is not within the reasonable control of the Party invoking this Clause, and not the result of its negligence or lack of due diligence.

Confidentiality

The Parties hereby agree and undertake that each of them shall keep strictly secret and confidential this Agreement and all information concerning the business, transactions or affairs relating hereto and all information of a proprietary nature relating to the business of the Consultant and will procure their respective employees, agents and representatives and all other persons who had access to such information by virtue of this Agreement to keep strictly secret and confidential all such information save and except where disclosure may be required to be made pursuant to any applicable laws and regulations. Without prejudice to the generality of the foregoing, the Client shall and shall procure its respective employees, agents and representatives to keep strictly secret and confidential all information of a proprietary nature which it or any of the aforementioned persons may obtain during the negotiations prior to the date of this Agreement. This Clause shall apply throughout the term of this Agreement and shall continue to apply after the termination of this Agreement without any limit in point of time.

The provisions of Clause 9.1 above shall not apply to any information which:

is in the public domain other than by default of the recipient party;

is obtained by the recipient party from a bona fide third party having no apparent restraint on its free right of disposal of such information; or

is required to be disclosed by law (or applicable regulation) or the valid order of a court of competent jurisdiction, or the request or direction of any governmental or other regulatory authority or agency.

General

Entire Agreement

This Agreement embodies all the terms and conditions agreed upon between the Parties as to the subject matter of this Agreement and supersedes and cancels in all respects all previous agreements and undertakings, between the Parties with respect to the subject matter hereof whether such be written or oral. This Agreement shall not be altered, changed, supplemented, or amended except by written instruments signed by the Parties.

Independent Contractor

Each Party shall be an independent contractor and nothing in this Agreement shall constitute or be deemed to constitute such Party an agent, legal representative, subsidiary, partner, employee or servant of the other Party for any purpose whatsoever and neither Party shall have any authority or power to bind the other Party or to contract in the name of and create a liability against the other Party in any way or for any purpose.

Assignment

All rights and obligations hereunder are personal to the Parties and each Party shall not assign any such rights and obligations to any third party without the prior consent in writing of the other Parties.

No Waiver

No failure by any Party to exercise and no delay by any Party in exercising any right, power or remedy under this Agreement will operate as a waiver. Nor will any single or partial exercise by any Party of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy by such Party. No waiver shall be valid unless in writing signed by both Parties. The rights and remedies herein are in addition to any rights or remedies provided by law.

Severance

Any one or more clauses, stipulations or provisions of this Agreement, or any part thereof, which is declared or adjudged to be illegal, invalid, prohibited or unenforceable under any applicable law in any jurisdiction shall be ineffective to the extent of such illegality, invalidity, prohibition or unenforceability without invalidating, vitiating or rendering unenforceable the remaining clauses, stipulations or provisions of this Agreement, and any such illegality, invalidity, prohibition or unenforceability in any jurisdiction shall not invalidate, vitiate or render unenforceable any such clauses, stipulations or provisions in any other jurisdiction.

Governing Law and Jurisdiction

This Agreement shall be governed by, interpreted and construed in accordance with the laws of Singapore.

Contracts (Rights of Third Parties) Act (cap. 53b) Not Applicable

Save for the parties specifically identified at the beginning of this Agreement, any person or entity who is not a party to this Agreement whether or not any benefit is conferred or purported to be conferred on him directly or indirectly has no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term or condition of this Agreement.

Counterparts

This Agreement may be executed in any number of counterparts and all such counterparts shall be deemed to constitute one and the same instrument.

In witness whereof the Parties have caused this Agreement to be executed on the day and year first abovewritten.

Schedule 1

Definitions

Billing Cycle. Means the time interval as specified in Item 1 of Schedule 3.

Commencement Date. Means the date specified in Item 1 of Schedule 2, or such other date mutually agreed by the Parties, on which the Term shall commence.

Consultant's IPR. Means all and any pre-existing Intellectual Property Rights owned by the Consultant.

Fees. Means the fees payable by the Client to the Consultant for the Services rendered and calculated based on the Hourly Rate and the time taken by the Consultant to render such Services.

Foreground IPR. Means all and any Intellectual Property Rights which have been created or developed by the Consultant specifically for the Client in the course of providing the Services under the terms of this Agreement. For avoidance of doubt, Foreground IPR shall not include Consultant's IPR.

Hourly Rate. Means the rate per hour charged by the Consultant as specified in Item 2 of Schedule 3.

Intellectual Property Rights. Means all present and future copyrights, as well as all computer code or scripts, whether compiled or not in any computer language or program form, trade marks and service marks, trade names, domain names, rights in get-up, inventions, all rights in computer software and data, database rights, confidential information, trade secrets and know-how, design rights, registered designs publishing rights, and all rights, privileges and forms of protection similar or related to above including all registrations and applications to register any of the above, and all renewals, revivals, reversions, extensions, continuations, divisions and re-issuances which may subsist anywhere in the world with the right to sue for past infringements.

Prescribed Interest. Means interest at the rate of twelve per cent (12%) per annum calculated on a daily basis and on the basis of a 365-day year (as well after as before judgment).

Security Deposit. Means the security deposit paid by the Client to the Consultant as specified in Item 4 of Schedule 3.

Services. Means the services specified in Item 2 of Schedule 2.

Term. Means the term of this Agreement and commencing from the Commencement Date, until terminated in accordance with Clause 6 (Termination).

Time Unit. Means the time unit as specified in Item 3 of Schedule 3.

Unless the context otherwise requires:

words importing the singular number include the plural number, and vice versa, and words importing the masculine gender include the feminine and neuter genders, and vice versa;

the words hereof, herein, hereon and hereunder and words of a similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

the headings to the Clauses hereof shall not be deemed to be a part thereof or be taken in consideration in the interpretation or construction thereof or of this Agreement;

references herein to Clauses, Schedules and Appendices are references to Clauses of and Schedules and Appendices to this Agreement;

references herein to documents include variations and replacements thereof and supplements thereto;

references herein to statutes and other legislation include re-enactments and amendments thereof and include any subordinate legislation made under any such statute; and

references herein to a party include its permitted assigns and transferees, and its successors-in-title and personal representatives.

Schedule 2

Terms

Schedule 3

Fee Schedule