Last updated
22 November 2024
Eureka Terms & Conditions
Eureka Terms & Conditions
Eureka AI standard agreement - Terms and Conditions (English - Singapore entity)
Eureka AI standard agreement - Terms and Conditions (English - Singapore entity)
This Agreement (“Agreement”) is made on the date mentioned in the agreement (the “Effective Date”) by and between the CLIENT mentioned in the applicable Scope of Work (SOW), a company duly organized under the laws of the TERRITORY mentioned in the applicable SOW, having its principal address at the ADDRESS mentioned in the applicable SOW (“Client”) and Eureka Analytics Pte, a private limited liability company duly organized under the laws of Singapore, having its principal address at 1 Raffles Place #28-02, One Rafles Place, Singapore, 048616 (“Eureka”). Client and Eureka are hereinafter collectively referred to as the “Parties” and each individually as a “Party.” Capitalized terms used herein and not otherwise defined shall have the meaning set forth in Section 11. In consideration of the mutual promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client and Eureka hereby agree as follows:
This Agreement (“Agreement”) is made on the date mentioned in the agreement (the “Effective Date”) by and between the CLIENT mentioned in the applicable Scope of Work (SOW), a company duly organized under the laws of the TERRITORY mentioned in the applicable SOW, having its principal address at the ADDRESS mentioned in the applicable SOW (“Client”) and Eureka Analytics Pte, a private limited liability company duly organized under the laws of Singapore, having its principal address at 1 Raffles Place #28-02, One Rafles Place, Singapore, 048616 (“Eureka”). Client and Eureka are hereinafter collectively referred to as the “Parties” and each individually as a “Party.” Capitalized terms used herein and not otherwise defined shall have the meaning set forth in Section 11. In consideration of the mutual promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client and Eureka hereby agree as follows:
1. Services; Responsibilities.
a. Eureka shall perform and provide services as further set forth in the applicable SOWs executed by the Parties from time to time (the “Services”).
b. Client acknowledges that the Services may require the reasonable cooperation of Client, as may be set forth in the applicable SOW and as may otherwise be requested by Eureka from time to time. Where action by Client is required under an SOW and/or by any provision of this Agreement, such action shall not be unreasonably delayed or withheld, and Client acknowledges that any delay or failure by Client to provide the same may impact Eureka’s ability to perform the Services, which may impact the results of such Services. For clarity, Eureka shall have no liability to Client as a result of any such delay or failure by Client.
a. Eureka shall perform and provide services as further set forth in the applicable SOWs executed by the Parties from time to time (the “Services”).
b. Client acknowledges that the Services may require the reasonable cooperation of Client, as may be set forth in the applicable SOW and as may otherwise be requested by Eureka from time to time. Where action by Client is required under an SOW and/or by any provision of this Agreement, such action shall not be unreasonably delayed or withheld, and Client acknowledges that any delay or failure by Client to provide the same may impact Eureka’s ability to perform the Services, which may impact the results of such Services. For clarity, Eureka shall have no liability to Client as a result of any such delay or failure by Client.
2. Proprietary Rights.
a. Eureka shall perform and provide services as further set forth in the applicable SOWs executed by the Parties from time to time (the “Services”).
b. Client acknowledges that the Services may require the reasonable cooperation of Client, as may be set forth in the applicable SOW and as may otherwise be requested by Eureka from time to time. Where action by Client is required under an SOW and/or by any provision of this Agreement, such action shall not be unreasonably delayed or withheld, and Client acknowledges that any delay or failure by Client to provide the same may impact Eureka’s ability to perform the Services, which may impact the results of such Services. For clarity, Eureka shall have no liability to Client as a result of any such delay or failure by Client.
a. Eureka shall perform and provide services as further set forth in the applicable SOWs executed by the Parties from time to time (the “Services”).
b. Client acknowledges that the Services may require the reasonable cooperation of Client, as may be set forth in the applicable SOW and as may otherwise be requested by Eureka from time to time. Where action by Client is required under an SOW and/or by any provision of this Agreement, such action shall not be unreasonably delayed or withheld, and Client acknowledges that any delay or failure by Client to provide the same may impact Eureka’s ability to perform the Services, which may impact the results of such Services. For clarity, Eureka shall have no liability to Client as a result of any such delay or failure by Client.
3. Fees.
a. Client shall pay Eureka the fees in accordance with the fee schedule set forth in the applicable SOW (the “Fees”). Unless otherwise expressly stated in an applicable SOW, Eureka shall invoice Client monthly for the Fees. Client shall pay all invoices in full within thirty (30) days of the date of such invoice.
b. All payments to be made by Client under this Agreement shall be made free and clear of and without any deduction unless Client is required to make a deduction, in which case the sum payable shall be increased to the extent necessary to ensure that Eureka receives a sum net of any deduction or withholding equal to the sum which it would have received had no such deduction been made.
c. Any invoice remaining unpaid for more than thirty (30) days from the date of the invoice will accrue interest at a rate of one percent (1%) for each late day calculated based on the amount due in such invoice (“Late Fee”). In the event that the Client did not pay the invoice for more than ninety (90) days, Eureka shall have the right to terminate this Agreement and all payment shall be declared due and payable including the Late Fee.
d. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. Any amounts payable by any Party pursuant to this Agreement or an applicable SOW shall be decreased to the extent of any sales tax, use tax, value added tax, service tax, goods and services tax and other similar taxes applicable in respect of services provided by such Party. In the event the Party making the payment is of opinion that the payment is subject to withholding tax, such Party shall inform the other Party prior to making any tax withholding. If withholding of any tax is required under Applicable Law in respect to any payment made by a Party pursuant to this Agreement, then the Party required to withhold shall: (i) withhold the appropriate amount from such payment, and (ii) pay such amount to the relevant taxing entity as required by Applicable Law. Upon request from the other Party, the Party required to withhold shall provide a copy of the tax receipt documenting payment of taxes to the relevant taxing entity, but any amounts due under this Agreement shall not be grossed-up to account for such withholdings. Each Party will cooperate as reasonably requested by the other Party to more accurately determine the requesting Party’s tax liability and to minimize such liability, to the extent legally permissible. Each Party will provide and make available to the other Party any certificates, sales information or other similar exemption certificates or information may be reasonably requested by the other Party. If a Party is audited by any governmental authority, then the other Party agrees to reasonably cooperate with the Party being audited in order to respond to such audit inquiries in an appropriate and timely manner, so that the audit and any resulting controversy may be resolved expeditiously.
a. Client shall pay Eureka the fees in accordance with the fee schedule set forth in the applicable SOW (the “Fees”). Unless otherwise expressly stated in an applicable SOW, Eureka shall invoice Client monthly for the Fees. Client shall pay all invoices in full within thirty (30) days of the date of such invoice.
b. All payments to be made by Client under this Agreement shall be made free and clear of and without any deduction unless Client is required to make a deduction, in which case the sum payable shall be increased to the extent necessary to ensure that Eureka receives a sum net of any deduction or withholding equal to the sum which it would have received had no such deduction been made.
c. Any invoice remaining unpaid for more than thirty (30) days from the date of the invoice will accrue interest at a rate of one percent (1%) for each late day calculated based on the amount due in such invoice (“Late Fee”). In the event that the Client did not pay the invoice for more than ninety (90) days, Eureka shall have the right to terminate this Agreement and all payment shall be declared due and payable including the Late Fee.
d. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. Any amounts payable by any Party pursuant to this Agreement or an applicable SOW shall be decreased to the extent of any sales tax, use tax, value added tax, service tax, goods and services tax and other similar taxes applicable in respect of services provided by such Party. In the event the Party making the payment is of opinion that the payment is subject to withholding tax, such Party shall inform the other Party prior to making any tax withholding. If withholding of any tax is required under Applicable Law in respect to any payment made by a Party pursuant to this Agreement, then the Party required to withhold shall: (i) withhold the appropriate amount from such payment, and (ii) pay such amount to the relevant taxing entity as required by Applicable Law. Upon request from the other Party, the Party required to withhold shall provide a copy of the tax receipt documenting payment of taxes to the relevant taxing entity, but any amounts due under this Agreement shall not be grossed-up to account for such withholdings. Each Party will cooperate as reasonably requested by the other Party to more accurately determine the requesting Party’s tax liability and to minimize such liability, to the extent legally permissible. Each Party will provide and make available to the other Party any certificates, sales information or other similar exemption certificates or information may be reasonably requested by the other Party. If a Party is audited by any governmental authority, then the other Party agrees to reasonably cooperate with the Party being audited in order to respond to such audit inquiries in an appropriate and timely manner, so that the audit and any resulting controversy may be resolved expeditiously.
4. Representations and Warranties; Disclaimer.
a. Eureka represents and warrants that: (i) it is a duly organized legal entity and validly existing under the laws of the Republic of Singapore; (ii) it has the full power and authority to enter into, execute and perform the obligations in this Agreement and that once executed the Agreement will be binding upon Eureka; and (iii) it will perform its obligations under this Agreement in accordance with the Applicable Laws and in a professional and workmanlike manner in accordance with industry practice.
b. Client represents and warrants that: (i) it is a duly organized legal entity and validly existing under the laws of the TERRITORY mentioned in the applicable SOW; (ii) it has the full power and authority to enter into, execute and perform the obligations in this Agreement and that once executed the Agreement will be binding upon Client; (iii) it will perform its obligations under this Agreement in accordance with the Applicable Laws; (iv) it has all necessary rights and approvals necessary to grant the rights and licenses herein granted, including without limitation with respect to any and all Client Data, including without limitation any required user consent; and (v) none of the Client Materials violate any Intellectual Property Right of any third party.
c. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
a. Eureka represents and warrants that: (i) it is a duly organized legal entity and validly existing under the laws of the Republic of Singapore; (ii) it has the full power and authority to enter into, execute and perform the obligations in this Agreement and that once executed the Agreement will be binding upon Eureka; and (iii) it will perform its obligations under this Agreement in accordance with the Applicable Laws and in a professional and workmanlike manner in accordance with industry practice.
b. Client represents and warrants that: (i) it is a duly organized legal entity and validly existing under the laws of the TERRITORY mentioned in the applicable SOW; (ii) it has the full power and authority to enter into, execute and perform the obligations in this Agreement and that once executed the Agreement will be binding upon Client; (iii) it will perform its obligations under this Agreement in accordance with the Applicable Laws; (iv) it has all necessary rights and approvals necessary to grant the rights and licenses herein granted, including without limitation with respect to any and all Client Data, including without limitation any required user consent; and (v) none of the Client Materials violate any Intellectual Property Right of any third party.
c. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
5. Indemnity.
a. Eureka shall defend, indemnify, and hold harmless Client and its parent, subsidiaries and affiliates, and their respective officers, directors, employees, agents and representatives from and against any third party loss, damage, liability, cost or expense (including reasonable attorney’s fees and expenses) (“Losses”) in connection with any claims, actions, demands, suits or proceedings (“Claims”) arising from or in connection with any claim or allegation made or brought by a third party alleging (i) the inaccuracy, untruthfulness or breach by Eureka of Section 4(a) above; (ii) Eureka’s gross negligence, recklessness, fraud or willful misconduct; or (iii) that the Platform infringes, violates or misappropriates any Intellectual Property Right of such third party; provided however that Eureka shall have no liability or obligation under Section 5(a)(iii) with respect to any claim based upon (1) any use of the Platform not strictly in accordance with this Agreement or in an application or environment for which it was not designed or contemplated, (b) any Client Data or Client Materials, (c) modifications, alterations, combinations or enhancements not created by or for Eureka, (d) any portion of the Platform that implements Client’s requirements, (e) Client’s continuing allegedly infringing activity after being notified thereof or its continuing use of any version after being provided modifications that would have avoided the alleged infringement or (f) any intellectual property right in which Client or any of its affiliates has an interest.
b. Client shall defend, indemnify, and hold harmless Eureka and its parent, subsidiaries and affiliates, and their respective officers, directors, employees, agents and representatives from and against any Losses in connection with any Claims arising from or in connection with any claim or allegation made or brought by a third party alleging (i) the inaccuracy, untruthfulness or breach by Client of Section 4(b) above; (ii) Client’s gross negligence, recklessness, fraud or willful misconduct; or (iii) that the Client Data, Client Materials or any other materials provided to Eureka by or on behalf of Client hereunder infringes, violates or misappropriates any Intellectual Property Right of such third party.
c. As a condition of the foregoing indemnification obligations, the indemnified party will: (i) give the indemnifying party prompt written notice of the relevant claim; (ii) cooperate with the indemnifying party, at the indemnifying party's expense, in the defense of such claim; and (iii) give the indemnifying party the right to control the defense and settlement of any such claim, except that the indemnifying party will not enter into any settlement that affects the indemnified party's rights or interest without the indemnified party's prior written approval. The indemnified party will have the right to participate in the defense at its own expense
a. Eureka shall defend, indemnify, and hold harmless Client and its parent, subsidiaries and affiliates, and their respective officers, directors, employees, agents and representatives from and against any third party loss, damage, liability, cost or expense (including reasonable attorney’s fees and expenses) (“Losses”) in connection with any claims, actions, demands, suits or proceedings (“Claims”) arising from or in connection with any claim or allegation made or brought by a third party alleging (i) the inaccuracy, untruthfulness or breach by Eureka of Section 4(a) above; (ii) Eureka’s gross negligence, recklessness, fraud or willful misconduct; or (iii) that the Platform infringes, violates or misappropriates any Intellectual Property Right of such third party; provided however that Eureka shall have no liability or obligation under Section 5(a)(iii) with respect to any claim based upon (1) any use of the Platform not strictly in accordance with this Agreement or in an application or environment for which it was not designed or contemplated, (b) any Client Data or Client Materials, (c) modifications, alterations, combinations or enhancements not created by or for Eureka, (d) any portion of the Platform that implements Client’s requirements, (e) Client’s continuing allegedly infringing activity after being notified thereof or its continuing use of any version after being provided modifications that would have avoided the alleged infringement or (f) any intellectual property right in which Client or any of its affiliates has an interest.
b. Client shall defend, indemnify, and hold harmless Eureka and its parent, subsidiaries and affiliates, and their respective officers, directors, employees, agents and representatives from and against any Losses in connection with any Claims arising from or in connection with any claim or allegation made or brought by a third party alleging (i) the inaccuracy, untruthfulness or breach by Client of Section 4(b) above; (ii) Client’s gross negligence, recklessness, fraud or willful misconduct; or (iii) that the Client Data, Client Materials or any other materials provided to Eureka by or on behalf of Client hereunder infringes, violates or misappropriates any Intellectual Property Right of such third party.
c. As a condition of the foregoing indemnification obligations, the indemnified party will: (i) give the indemnifying party prompt written notice of the relevant claim; (ii) cooperate with the indemnifying party, at the indemnifying party's expense, in the defense of such claim; and (iii) give the indemnifying party the right to control the defense and settlement of any such claim, except that the indemnifying party will not enter into any settlement that affects the indemnified party's rights or interest without the indemnified party's prior written approval. The indemnified party will have the right to participate in the defense at its own expense
6. Limitation of Liability.
a. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT HEREOF, OR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INADVERTENT DISCLOSURE OF DATA, OR INTERRUPTION OF BUSINESS, OR (B) DIRECT DAMAGES IN THE AGGREGATE GREATER THAN THE AMOUNT OF THE TOTAL FEES PAID OR PAYABLE HEREUNDER DURING THE PREVIOUS TWELVE (12) MONTH PERIOD, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED; PROVIDED HOWEVER, THAT NOTHING HEREIN SHALL LIMIT (I) EITHER PARTY’S OBLIGATION TO FULLY INDEMNIFY THE OTHER PARTY’S INDEMNITEES FOR AND AGAINST ANY AND ALL DAMAGES TO THE EXTENT CLAIMED BY ANY THIRD PARTY AND OTHERWISE CONSTITUTING LOSSES SUBJECT TO INDEMNIFICATION UNDER SECTION 5, (II) ANY AND ALL DAMAGES ARISING FROM A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, AND (III) ANY AND ALL DAMAGES ARISING FROM CLAIMS ARISING OUT OF A PARTY’S GROSS NEGLIGENCE, RECKLESSNESS, WILLFUL MISCONDUCT OR FRAUD.
a. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT HEREOF, OR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INADVERTENT DISCLOSURE OF DATA, OR INTERRUPTION OF BUSINESS, OR (B) DIRECT DAMAGES IN THE AGGREGATE GREATER THAN THE AMOUNT OF THE TOTAL FEES PAID OR PAYABLE HEREUNDER DURING THE PREVIOUS TWELVE (12) MONTH PERIOD, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED; PROVIDED HOWEVER, THAT NOTHING HEREIN SHALL LIMIT (I) EITHER PARTY’S OBLIGATION TO FULLY INDEMNIFY THE OTHER PARTY’S INDEMNITEES FOR AND AGAINST ANY AND ALL DAMAGES TO THE EXTENT CLAIMED BY ANY THIRD PARTY AND OTHERWISE CONSTITUTING LOSSES SUBJECT TO INDEMNIFICATION UNDER SECTION 5, (II) ANY AND ALL DAMAGES ARISING FROM A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, AND (III) ANY AND ALL DAMAGES ARISING FROM CLAIMS ARISING OUT OF A PARTY’S GROSS NEGLIGENCE, RECKLESSNESS, WILLFUL MISCONDUCT OR FRAUD.
7. Term; Termination.
a. This Agreement shall commence on the Effective Date and, unless earlier terminated as set forth herein, shall continue in effect thereafter for five (5) years (the “Initial Term”). Thereafter this Agreement shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term”) (Initial Term and Renewal Term together, the “Term”), unless either Party notifies the other Party of its intent not to renew this Agreement at least forty-five (45) days prior to the end of the then applicable Term.
b. Either Party may terminate this Agreement for material breach by the other Party that remains uncured more than thirty (30) days after the breaching Party has received written notice of such breach.
c. In addition, either Party may terminate this Agreement on written notice (i) for any voluntary or involuntary filing in bankruptcy, reorganization or receivership or under similar laws for the protection of creditors, by or directed against the other Party, which is not withdrawn within thirty (30) days of such filing; (ii) for any assignment for the benefit of creditors; (iii) for any liquidation or dissolution of the other Party or the other Party ceases to do business in the normal course without a successor; or (iv) in the event that the performance of this Agreement by either Party is a violation of any Applicable Law that may apply to such Party during the Term.
d. Upon the termination or expiration of this Agreement or any SOW for any reason, Eureka will invoice the Client in accordance with this Agreement and the terminated SOW for Services performed and commitments undertaken by Eureka through the effective date of termination. Eureka will also invoice the Client for any expenses for which Eureka is liable to third parties which were undertaken based on the terminated SOW(s), approved by the Client or otherwise based upon the Client’s instruction to Eureka.
e. The following Sections shall survive any termination or expiration of this Agreement: 1, 2, 3(c), 3(d), 4(c), 5, 6, 7(d), this 7(e), 8, 9, 10, and 11.
a. This Agreement shall commence on the Effective Date and, unless earlier terminated as set forth herein, shall continue in effect thereafter for five (5) years (the “Initial Term”). Thereafter this Agreement shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term”) (Initial Term and Renewal Term together, the “Term”), unless either Party notifies the other Party of its intent not to renew this Agreement at least forty-five (45) days prior to the end of the then applicable Term.
b. Either Party may terminate this Agreement for material breach by the other Party that remains uncured more than thirty (30) days after the breaching Party has received written notice of such breach.
c. In addition, either Party may terminate this Agreement on written notice (i) for any voluntary or involuntary filing in bankruptcy, reorganization or receivership or under similar laws for the protection of creditors, by or directed against the other Party, which is not withdrawn within thirty (30) days of such filing; (ii) for any assignment for the benefit of creditors; (iii) for any liquidation or dissolution of the other Party or the other Party ceases to do business in the normal course without a successor; or (iv) in the event that the performance of this Agreement by either Party is a violation of any Applicable Law that may apply to such Party during the Term.
d. Upon the termination or expiration of this Agreement or any SOW for any reason, Eureka will invoice the Client in accordance with this Agreement and the terminated SOW for Services performed and commitments undertaken by Eureka through the effective date of termination. Eureka will also invoice the Client for any expenses for which Eureka is liable to third parties which were undertaken based on the terminated SOW(s), approved by the Client or otherwise based upon the Client’s instruction to Eureka.
e. The following Sections shall survive any termination or expiration of this Agreement: 1, 2, 3(c), 3(d), 4(c), 5, 6, 7(d), this 7(e), 8, 9, 10, and 11.
8. Confidentiality.
a. Each Party shall (i) take all necessary precautions reasonably calculated to protect the other Party’s Confidential Information from unauthorized access, use or disclosure, exercising a degree of care not less than the care used by such Party to protect its own confidential information, but in no event less than a reasonable degree of care; (ii) use the other Party’s Confidential Information only in the performance of this Agreement and for no other purpose; and (iii) not disclose any Confidential Information, or any part or parts thereof, to any third party, except that such Party may disclose relevant aspects of the disclosing Party’s Confidential Information to its Representatives only to the extent that such disclosure is reasonably necessary for the performance of such Party’s duties; provided however that each such Representative has agreed to be bound by confidentiality obligations at least as restrictive as the terms of this Agreement. Each Party shall be liable for any breach of its confidentiality obligations by their respective Representatives.
b. A Party may disclose the other Party’s Confidential Information to the extent required by the Applicable Laws or by any Relevant Authorities, provided that (i) such Party has given the other Party reasonable prior notice of such requirement to give the other Party reasonable opportunity to object or to seek a protective order or other appropriate remedy, (ii) such Party reasonably cooperates with the other Party so that it may object or seek a protective order or other appropriate remedy and (iii) such Party in any event only discloses that portion of the Confidential Information that is legally required to be disclosed.
c. The provisions of this Section 8 shall continue to apply for five (5) years after any termination or expiration of this Agreement.
d. The receiving Party acknowledges that disclosure of any Confidential Information by it or its Representatives would cause to irreparable injury to the disclosing Party or the owner of such information, not adequately compensated by damages. Accordingly, the disclosing Party will be entitled to seek equitable relief, including injunctive relief and specific performance against the breach or threatened breach of the undertakings in this Section 8, in addition to any other legal remedies which may be available.
e. Upon the earlier of the disclosing Party's written request at any time or the termination or expiration of this Agreement, the receiving Party shall, at the disclosing Party's option, promptly destroy or return all of disclosing Party's Confidential Information, including all copies thereof in whatever medium in its possession or control; provided however that (i) one (1) copy of this Agreement and any SOW may be retained for the files of its legal counsel and for no other purpose, (ii) Client shall have the right to retain any Analyses and Eureka Materials solely to the extent the Eureka Materials are embedded into the Campaign Materials, and (iii) Eureka shall have the right to retain any Derived Data; provided however that the confidentiality obligations set forth in this Section 8 shall continue to apply to any Confidential Information so retained by either Party.
a. Each Party shall (i) take all necessary precautions reasonably calculated to protect the other Party’s Confidential Information from unauthorized access, use or disclosure, exercising a degree of care not less than the care used by such Party to protect its own confidential information, but in no event less than a reasonable degree of care; (ii) use the other Party’s Confidential Information only in the performance of this Agreement and for no other purpose; and (iii) not disclose any Confidential Information, or any part or parts thereof, to any third party, except that such Party may disclose relevant aspects of the disclosing Party’s Confidential Information to its Representatives only to the extent that such disclosure is reasonably necessary for the performance of such Party’s duties; provided however that each such Representative has agreed to be bound by confidentiality obligations at least as restrictive as the terms of this Agreement. Each Party shall be liable for any breach of its confidentiality obligations by their respective Representatives.
b. A Party may disclose the other Party’s Confidential Information to the extent required by the Applicable Laws or by any Relevant Authorities, provided that (i) such Party has given the other Party reasonable prior notice of such requirement to give the other Party reasonable opportunity to object or to seek a protective order or other appropriate remedy, (ii) such Party reasonably cooperates with the other Party so that it may object or seek a protective order or other appropriate remedy and (iii) such Party in any event only discloses that portion of the Confidential Information that is legally required to be disclosed.
c. The provisions of this Section 8 shall continue to apply for five (5) years after any termination or expiration of this Agreement.
d. The receiving Party acknowledges that disclosure of any Confidential Information by it or its Representatives would cause to irreparable injury to the disclosing Party or the owner of such information, not adequately compensated by damages. Accordingly, the disclosing Party will be entitled to seek equitable relief, including injunctive relief and specific performance against the breach or threatened breach of the undertakings in this Section 8, in addition to any other legal remedies which may be available.
e. Upon the earlier of the disclosing Party's written request at any time or the termination or expiration of this Agreement, the receiving Party shall, at the disclosing Party's option, promptly destroy or return all of disclosing Party's Confidential Information, including all copies thereof in whatever medium in its possession or control; provided however that (i) one (1) copy of this Agreement and any SOW may be retained for the files of its legal counsel and for no other purpose, (ii) Client shall have the right to retain any Analyses and Eureka Materials solely to the extent the Eureka Materials are embedded into the Campaign Materials, and (iii) Eureka shall have the right to retain any Derived Data; provided however that the confidentiality obligations set forth in this Section 8 shall continue to apply to any Confidential Information so retained by either Party.
9. Contact Person and Notices.
a. Each Party, on the Effective Date, shall appoint a contact person, who will be responsible to liaise internally and coordinate between the Parties to ensure smooth daily operation between Celcom and Eureka (the “Contact Person”).
b. All notices, consents, waivers, and other communications under this Agreement (a “Notice”) must be in writing and will be deemed to have been duly given when (i) delivered by hand, (ii) sent by confirmed email or facsimile or (iii) sent by an internationally recognized overnight delivery service (receipt requested), in each case to the appropriate Contact Person, addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a Party may designate by notice to the other Parties in accordance with this Section 9(b):
a. Each Party, on the Effective Date, shall appoint a contact person, who will be responsible to liaise internally and coordinate between the Parties to ensure smooth daily operation between Celcom and Eureka (the “Contact Person”).
b. All notices, consents, waivers, and other communications under this Agreement (a “Notice”) must be in writing and will be deemed to have been duly given when (i) delivered by hand, (ii) sent by confirmed email or facsimile or (iii) sent by an internationally recognized overnight delivery service (receipt requested), in each case to the appropriate Contact Person, addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a Party may designate by notice to the other Parties in accordance with this Section 9(b):
Client
Address: [*]
Attention: [*]
Email: [*]
Telephone: [*]
Eureka
Address: CEO Suite, 15th floor Pacific Place,
Jalan Jen Sudirman,
Jakarta Seletan, Indonesia
Attention: Chief Executive Officer
Email: [email protected]
Telephone: +62
Eureka
Address:
CEO Suite, 15th floor Pacific Place, Jalan Jen Sudirman,
Jakarta Seletan, Indonesia
Attention:
Chief Executive Officer
Email: [email protected]
Telephone: +62
c. Unless there is evidence that it was received earlier, a Notice is deemed given if: (i) delivered by hand or courier, when delivered at the address referred to in Section 9(b) above, and evidence by receipt of such Notice; and (ii) sent by email or fax, when confirmation of its transmission has received.
c. Unless there is evidence that it was received earlier, a Notice is deemed given if: (i) delivered by hand or courier, when delivered at the address referred to in Section 9(b) above, and evidence by receipt of such Notice; and (ii) sent by email or fax, when confirmation of its transmission has received.
10. Miscellaneous.
a. This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflicts of law rules or the United Nations Convention on the International Sale of Goods. The respective Contact Persons of the Parties shall try to settle amicably any dispute, controversy or claim arising out of, or in connection with this Agreement whether in relation to the implementation of contract, tort or otherwise including any question regarding its existence, validity or termination (“Dispute”), within thirty (30) calendar days after a Party notifies the other Party of any such Dispute. If the Contact Persons cannot settle such Dispute amicably within such time period, such Dispute shall be referred to and finally resolved by binding arbitration. The arbitration shall be conducted at the Singapore International Arbitration Centre (“SIAC”), which will be conducted in Singapore, in English and in accordance with the rules and regulations for the time being in force by which the Parties in dispute agree to be so bound. Neither Party shall be entitled to commence or file any action in a court of law relating to any Dispute arising from and in relation to this Agreement until the matter has been determined by arbitration as provided in this Section 10(a) and then only for the enforcement of any arbitral award granted therefore.
b. This Agreement may not be assigned or transferred by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that either Party shall be entitled to assign this Agreement to any successor to all or substantially all of its business to which this Agreement relates (whether by sale of stock or assets, merger, consolidation or otherwise) without the prior written consent of the other Party. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
c. No delay or failure by any Party to exercise or enforce at any time any right or provision of this Agreement shall be considered a waiver thereof, unless made in writing. No single waiver shall constitute a continuing or subsequent waiver. A breach of or default under this Agreement is not waived by any failure or delay in exercising or partial exercise of any right, power, authority, discretion or remedy under this Agreement.
d. Except as otherwise expressly provided in this Agreement, each Party to this Agreement shall bear its respective expenses incurred in connection with the negotiation, preparation and execution of this Agreement, including any solicitor’s costs shall be borne by each Party respectively.
e. This Agreement and all SOWs entered into by the Parties constitute a complete and exclusive statement of the terms of the agreement among the Parties with respect to its subject matter and supersede all prior understandings, agreements or representations by the Parties, both written and oral.
f. No amendments or variation of this Agreement shall be valid or effective unless made in writing and signed by each of the Parties.
g. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The Parties may execute this Agreement using an electronic signature service and each PDF of the fully executed Agreement that is provided to the parties by the service will constitute a valid original.
h. The Parties are independent entities, and not partners, employer and employee, or in any other relationship to each other. Except as expressly authorised under this Agreement neither Party may act as an agent for the other or act in the name or on behalf of the other or otherwise bind the other in any way.
i. Any provisions of this Agreement that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In the event that any such provision of this Agreement is so held invalid, the Parties shall promptly renegotiate in good faith new provisions to restore the prohibited or unenforceable provisions as nearly as possible to its original intent and effect. To the extent permitted by the Applicable laws, the Parties hereby waive any provisions of law that renders any provision hereof prohibited in any respect.
j. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if that delay or failure results from events, circumstances or causes beyond its reasonable control. In these circumstances the affected Party shall be entitled to a reasonable extension period of time for performing its obligations, provided that, if the period of delay or non-performance continues for thirty (30) days, the Party not affected may terminate this Agreement forthwith on giving written notice to the other Party.
a. This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflicts of law rules or the United Nations Convention on the International Sale of Goods. The respective Contact Persons of the Parties shall try to settle amicably any dispute, controversy or claim arising out of, or in connection with this Agreement whether in relation to the implementation of contract, tort or otherwise including any question regarding its existence, validity or termination (“Dispute”), within thirty (30) calendar days after a Party notifies the other Party of any such Dispute. If the Contact Persons cannot settle such Dispute amicably within such time period, such Dispute shall be referred to and finally resolved by binding arbitration. The arbitration shall be conducted at the Singapore International Arbitration Centre (“SIAC”), which will be conducted in Singapore, in English and in accordance with the rules and regulations for the time being in force by which the Parties in dispute agree to be so bound. Neither Party shall be entitled to commence or file any action in a court of law relating to any Dispute arising from and in relation to this Agreement until the matter has been determined by arbitration as provided in this Section 10(a) and then only for the enforcement of any arbitral award granted therefore.
b. This Agreement may not be assigned or transferred by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that either Party shall be entitled to assign this Agreement to any successor to all or substantially all of its business to which this Agreement relates (whether by sale of stock or assets, merger, consolidation or otherwise) without the prior written consent of the other Party. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
c. No delay or failure by any Party to exercise or enforce at any time any right or provision of this Agreement shall be considered a waiver thereof, unless made in writing. No single waiver shall constitute a continuing or subsequent waiver. A breach of or default under this Agreement is not waived by any failure or delay in exercising or partial exercise of any right, power, authority, discretion or remedy under this Agreement.
d. Except as otherwise expressly provided in this Agreement, each Party to this Agreement shall bear its respective expenses incurred in connection with the negotiation, preparation and execution of this Agreement, including any solicitor’s costs shall be borne by each Party respectively.
e. This Agreement and all SOWs entered into by the Parties constitute a complete and exclusive statement of the terms of the agreement among the Parties with respect to its subject matter and supersede all prior understandings, agreements or representations by the Parties, both written and oral.
f. No amendments or variation of this Agreement shall be valid or effective unless made in writing and signed by each of the Parties.
g. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The Parties may execute this Agreement using an electronic signature service and each PDF of the fully executed Agreement that is provided to the parties by the service will constitute a valid original.
h. The Parties are independent entities, and not partners, employer and employee, or in any other relationship to each other. Except as expressly authorised under this Agreement neither Party may act as an agent for the other or act in the name or on behalf of the other or otherwise bind the other in any way.
i. Any provisions of this Agreement that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In the event that any such provision of this Agreement is so held invalid, the Parties shall promptly renegotiate in good faith new provisions to restore the prohibited or unenforceable provisions as nearly as possible to its original intent and effect. To the extent permitted by the Applicable laws, the Parties hereby waive any provisions of law that renders any provision hereof prohibited in any respect.
j. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if that delay or failure results from events, circumstances or causes beyond its reasonable control. In these circumstances the affected Party shall be entitled to a reasonable extension period of time for performing its obligations, provided that, if the period of delay or non-performance continues for thirty (30) days, the Party not affected may terminate this Agreement forthwith on giving written notice to the other Party.
11. Definitions.
a. “Analyses” means reports, evaluations, benchmarking tests, studies, analyses and other work product from Aggregate Data.
b. “Applicable Law” means any and all applicable laws, regulations, administrative decrees, binding government policies, statutes or treaties issued by any Relevant Authorities.
c. “Claims” has the meaning set forth in Section 5(a).
d. “Client Data” means MSISDN from the Client’s database, Campaign data, customer segmentation data from the Client’s database, touch point contact history, loan default records, residential and work addresses and any other raw data provided to Eureka hereunder, as further described in an applicable SOW. Client Data is Client’s Confidential Information.
e. “Client Materials” means any pre-existing or independently developed materials owned or licensed by Client, including without limitation any creative elements to be used in Campaigns and bespoke credit scoring criteria submitted by Client to Eureka in support of Eureka’s provision of the Professional Services.
f. “Confidential Information” means any and all information or material of a Party which is provided to the other Party, or to which the other Party has access, that: (i) is confidential or proprietary to the disclosing Party, which derives economic value from not being generally known or is the subject of reasonable efforts by the disclosing Party to maintain its secrecy; (ii) would, given the nature of the information or circumstances of disclosure, reasonably be considered confidential or proprietary; or (iii) the disclosing Party obtains from any third party which the disclosing Party treats as proprietary, whether or not owned by the disclosing Party. For clarity, the terms of this Agreement are Confidential Information of both Parties
g. “Contact Person” has the meaning set forth in Section 9(a).
h. “Dispute” has the meaning set forth in Section 10(a).
i. “Eureka Materials” means any and all information and materials and associated Intellectual Property Rights provided by or on behalf of Eureka to Client hereunder in connection with Eureka’s performance of the Professional Services.
j. “Fees” has the meaning set forth in Section 3(a).
k. “General Knowledge” means general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired by Eureka during its provision of the Services hereunder.
l. “Intellectual Property Rights” means any and all patents, copyrights, trade secrets, trademarks and other proprietary or intellectual property rights recognized in any jurisdiction worldwide, including without limitation moral rights.
m. “Late Fee” has the meaning set forth in Section 3(c).
n. “Losses” has the meaning set forth in Section 5(a).
o. “MSISDN” means mobile station international subscriber directory number.
p. “Notice” has the meaning set forth in Section 9(b).
q. “Platform” means any and all equipment, machineries, engines, algorithms, software and systems that are operated by or on behalf of Eureka to perform the Services.
r. “Process” (including derivations thereof) means access, use, host, copy, modify, perform, display, reproduce, manage, analyze, prepare derivative works of
s. “Relevant Authorities” means any ministry, department, office, commission, agency, board of any government regulatory authority with jurisdiction over a Party, and “Relevant Authority” means any one of them.
t. “Representative” means a Party’s employees, officers, representatives, advisors or subcontractors involved in the provision or receipt of Services.
u. “Services” has the meaning set forth in Section 1(a).
v. “SIAC” has the meaning set forth in Section 10(a).
w. “Statement of Work” or “SOW” means the mutually agreed upon statement of work for Services signed by authorized Representatives of both Parties, each of which will incorporate the terms and conditions of this Agreement and be deemed to be a part of this Agreement.
x. “Term” has the meaning set forth in Section 7(a).
a. “Analyses” means reports, evaluations, benchmarking tests, studies, analyses and other work product from Aggregate Data.
b. “Applicable Law” means any and all applicable laws, regulations, administrative decrees, binding government policies, statutes or treaties issued by any Relevant Authorities.
c. “Claims” has the meaning set forth in Section 5(a).
d. “Client Data” means MSISDN from the Client’s database, Campaign data, customer segmentation data from the Client’s database, touch point contact history, loan default records, residential and work addresses and any other raw data provided to Eureka hereunder, as further described in an applicable SOW. Client Data is Client’s Confidential Information.
e. “Client Materials” means any pre-existing or independently developed materials owned or licensed by Client, including without limitation any creative elements to be used in Campaigns and bespoke credit scoring criteria submitted by Client to Eureka in support of Eureka’s provision of the Professional Services.
f. “Confidential Information” means any and all information or material of a Party which is provided to the other Party, or to which the other Party has access, that: (i) is confidential or proprietary to the disclosing Party, which derives economic value from not being generally known or is the subject of reasonable efforts by the disclosing Party to maintain its secrecy; (ii) would, given the nature of the information or circumstances of disclosure, reasonably be considered confidential or proprietary; or (iii) the disclosing Party obtains from any third party which the disclosing Party treats as proprietary, whether or not owned by the disclosing Party. For clarity, the terms of this Agreement are Confidential Information of both Parties
g. “Contact Person” has the meaning set forth in Section 9(a).
h. “Dispute” has the meaning set forth in Section 10(a).
i. “Eureka Materials” means any and all information and materials and associated Intellectual Property Rights provided by or on behalf of Eureka to Client hereunder in connection with Eureka’s performance of the Professional Services.
j. “Fees” has the meaning set forth in Section 3(a).
k. “General Knowledge” means general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired by Eureka during its provision of the Services hereunder.
l. “Intellectual Property Rights” means any and all patents, copyrights, trade secrets, trademarks and other proprietary or intellectual property rights recognized in any jurisdiction worldwide, including without limitation moral rights.
m. “Late Fee” has the meaning set forth in Section 3(c).
n. “Losses” has the meaning set forth in Section 5(a).
o. “MSISDN” means mobile station international subscriber directory number.
p. “Notice” has the meaning set forth in Section 9(b).
q. “Platform” means any and all equipment, machineries, engines, algorithms, software and systems that are operated by or on behalf of Eureka to perform the Services.
r. “Process” (including derivations thereof) means access, use, host, copy, modify, perform, display, reproduce, manage, analyze, prepare derivative works of
s. “Relevant Authorities” means any ministry, department, office, commission, agency, board of any government regulatory authority with jurisdiction over a Party, and “Relevant Authority” means any one of them.
t. “Representative” means a Party’s employees, officers, representatives, advisors or subcontractors involved in the provision or receipt of Services.
u. “Services” has the meaning set forth in Section 1(a).
v. “SIAC” has the meaning set forth in Section 10(a).
w. “Statement of Work” or “SOW” means the mutually agreed upon statement of work for Services signed by authorized Representatives of both Parties, each of which will incorporate the terms and conditions of this Agreement and be deemed to be a part of this Agreement.
x. “Term” has the meaning set forth in Section 7(a).
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Start gaining access to a 360° population scale, truth data set to grow your business
Are you a single user? Startup, small businesses or venture capitals? Or large corporations? We've got you covered with our flexible subscription plans. Or start a free trial and see what we're all about.