1.    The Parties

This Service Agreement made on [DATE], is by and between:

Service Provider: 
Company Name      : ADEPT VENTURES PTE. LTD.
UEN                            : 201400916G
Address                     : 48 Toh Guan Road East #04-120
                                      Enterprise Hub Singapore 608586

Client: 
Company Name      : Your Company Name
UEN                            : Your Company UEN
Address                     : Your Company Address

Service Provider and Client are each referred to herein as a “Party” and, collectively, as the “Parties.”

NOW, therefore, for and in consideration of the mutual promises and agreements contained herein, the Client hires the Service Provider to work under the terms and conditions hereby agreed upon by the Parties.

2.    Term 

The term of this Agreement shall commence on the effective dates.

3.    The Service

The Service Provider agrees to provide the following:

The Service Provider shall provide Adept Solution, while performing the Service, that they shall comply with the policies, standards, and regulations of the Client, including local laws and to the best of their abilities. 

4.    Payment Amount

The Client agrees to pay the Service Provider the following compensation for the Service performed under this Agreement:

The Client shall pay the agreed Payment Amount yearly (7 working days after the invoice receipt)

The Service Agreement will continue automatically unless the Client provide information in writing to Service Provider 30 days prior the expiry date of the Service Agreement.

5.    Inspection of Services

Any compensation shall be subject to the Client inspecting the completed Services of the Service Provider. If any of the Services performed by the Service Provider pursuant to this Agreement are defective, the Client shall have the right to notify the Service Provider, at which time the Service Provider shall promptly correct such work within a reasonable time.

4.    Confidential Information

For the purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, product developments, patent applications, know-how, experimental results, specifications and other business information, relating to the Party’s business, assets, operations or contracts, furnished to the other Party and/or the other Party’s affiliates, employees, officers, owners, agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary.

Confidential Information also includes any and all work products, studies, and other material prepared by or in the possession or control of the other Party, which contain, include, refer to, or otherwise reflect or are generated from any Confidential Information.

However, Confidential Information does not include:

(a) information generally available to the public;
(b) widely used programming practices or algorithms;
(c) information rightfully in possession of the Parties prior to signing this Agreement; and
(d) information independently developed without the use of any of the provided Confidential Information.

This legally binding agreement that places an obligation on one or both parties to keep specified information confidential will be stand its legal as long as both parties’ business are exist.

5.    Obligations

The obligations of the Service Provider shall be to always hold and maintain the Confidential Information in the strictest of confidence and to their agents, employees, representatives, affiliates, and any other individual or entity that is on a “need to know” basis.

If any such Confidential Information shall reach a third (3^rd) party, or become public, all liability will be on the Service Provider. Neither Service Provider shall, without the written approval of the Client, publish, copy, or use the Confidential Information for their sole benefit.

6.    Renewal Clause

This agreement starts on the Effective Date and lasts for agreed time length, automatically renewing for agreed periods unless either party provides written notice of non-renewal at least 30 days before the end of the current term. Adept Solution will notify the Customer about renewals at least 30 days in advance. Renewal fees will be based on current rates unless agreed otherwise.

7.    Termination Clause

Either party may terminate this agreement with agreed days’ written notice for any reason, with no refunds for the remaining period. Immediate termination is allowed for breach or insolvency. Adept Solution may also terminate for non-payment after Payment Grace Period days’ notice.

8.    Taxes

Service Provider shall pay all applicable sales taxes or otherwise required by law in connection with the Services performed.

9.    Independent Contractor Status

Service Provider acknowledges that he/she/they are an independent contractor and not an agent, partner, joint venture, nor an employee of the Client.

10.  No Waiver

No waiver of any provision of this Agreement shall be deemed or shall constitute a continuing waiver, and no waiver shall be binding unless executed in writing by the Party making the waiver.

11.  Governing Law

This Agreement shall be governed by and shall be construed in accordance with the laws in the respective country.

12.  Severability

If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

13.Additional Terms & Conditions 

In the event the performance of the service is disrupted or if it becomes impossible to continue the service, the Service Provider needs to provide the alternatives made available to the Client.

The Service Provider is to hand over all files and assets used and/or created by the Service Provider to the Client. This way, the Client will be able to have the work continued with alternative solution with a mutually agreed by both party.

14.  Entire Agreement

This Agreement constitutes the entire agreement between the Parties to its subject matter and supersedes all prior contemporaneous agreements, representations, and understandings of the Parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all Parties.