Service Level Agreement

Last updated: 16/ 01/ 2019

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.

1. Term
1.1 The term of this Agreement shall commence on the agreed date.

2. The Service
2.1 The Service Provider agrees to provide the following:

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

3. Payment Amount
3.1 The Client agrees to pay the Service Provider the following compensation for the Service performed under this Agreement:

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

3.3 The Service Agreement will continue automatically unless the Client provides written notice to the Service Provider 30 days prior to the expiry date of the Service Agreement.

4. Inspection of Services
4.1 Any compensation shall be subject to the Client inspecting the completed Services of the Service Provider.

4.2 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.

5. Confidential Information
5.1 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.

5.2 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.

5.3 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.

5.4 This legally binding agreement that places an obligation on one or both parties to keep specified information confidential will stand as long as both parties’ businesses exist.

6. Obligations
6.1 The obligations of the Service Provider shall be to always hold and maintain the Confidential Information in the strictest of confidence and to disclose such information only to their agents, employees, representatives, affiliates, and any other individual or entity that has a “need to know” basis.

6.2 If any such Confidential Information shall reach a third (3rd) party, or become public, all liability will be on the Service Provider. The Service Provider shall not, without the written approval of the Client, publish, copy, or use the Confidential Information for their sole benefit.

7. Renewal Clause
7.1 This agreement starts on the Effective Date and lasts for the Initial Term Length, automatically renewing for Renewal Term Length periods unless either party provides written notice of non-renewal at least [Notice Period for Non-Renewal] days before the end of the current term.

7.2 Adept Solution will notify the Customer about renewals at least [Notice Period for Renewal] days in advance. Renewal fees will be based on current rates unless agreed otherwise, with any changes communicated [Notice Period for Fee Change] days in advance. Continuing to use the Service after renewal indicates acceptance of the new terms.

8. Termination Clause
8.1 Either party may terminate this agreement with [Notice Period for Termination] days’ written notice for any reason, with no refunds for the remaining period.

8.2 Immediate termination is allowed for breach (with [Cure Period] days to fix) or insolvency.

8.3 Adept Solution may also terminate for non-payment after [Payment Grace Period] days’ notice. Upon termination, all rights end, the Customer must stop using the Service, pay any due fees, and can access their data for [Data Access Period] days before deletion. Some terms, like confidentiality and liability, will continue to apply.

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

10. Independent Contractor Status
10.1 The Service Provider acknowledges that he/she/they are an independent contractor and not an agent, partner, joint venture, or employee of the Client.

11. No Waiver
11.1 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.

12. Governing Law
12.1 This Agreement shall be governed by and construed in accordance with the laws of Singapore.

13. Severability
13.1 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.

14. Additional Terms & Conditions
14.1 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.

14.2 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 an alternative solution mutually agreed upon by both parties.

15. Entire Agreement
15.1 This Agreement constitutes the entire agreement between the Parties regarding 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.

IN WITNESS WHEREOF, the Parties hereto agree to the above terms and have caused this Agreement to be executed in their names by their duly authorized officers.