Learn and Earn Standard Terms and Conditions

These Learn and Earn standard terms and conditions, together with the Learn and Earn Cover Sheet (the “Cover Sheet”), form an “Agreement” between CoinMarketCap (“Company”) and the project company identified in the Cover Sheet (“Project Company”) for the partnership between the Company and Project Company. If there is any conflict between any of the provisions in these Learn and Earn standard terms and conditions and the provisions in the relevant Learn and Earn Cover Sheet, the provisions in these standard terms and conditions shall prevail, unless expressly stated otherwise in the “Special Terms” section of the relevant Cover Sheet.

 

The Company is part of the group of companies associated with the “CoinMarketCap” brand and its cryptocurrency and digital assets data aggregator website, coinmarketcap.com and its associated applications and extensions (the “CMC Sites”).

 

The Company is launching an education campaign platform on the CMC Sites (“Educational Platform”) which aims to connect cryptocurrency and digital assets projects (“Participating Project(s)”) to the users of the CMC Sites (“CMC User(s)”). The function of the Educational Platform is to allow CMC Users to participate in tasks, challenges and/or competitions (“Educational Campaigns”) related to the Participating Project, with an opportunity for CMC Users to receive tokens associated with such Participating Project for participating in Educational Campaigns.

 

The Project Company desires to be profiled as a Participating Project on the terms and subject to the conditions contained in this Agreement.

 

NOW IT IS HEREBY AGREED AS FOLLOWS :

1. INTERPRETATION

1.1 In this Agreement :

“Accepted Digital Asset” means such Digital Asset-type(s) as set out in Cover Sheet;

“Applicable Exchange Rate” in respect of a specified date and an amount denominated in Accepted Digital Asset or Committed Campaign Project Tokens (as the case may be) and an amount denominated in USD, means such exchange rate as published/quoted on the Applicable Exchange Site for exchange of such Accepted Digital Asset or Committed Campaign Project Tokens (as the case may be) and USD, at 00:00 UTC on such specified date;

“Applicable Exchange Site” means CoinMarketCap (as accessible at the following weblink : https://www.coinmarketcap.com), or such other cryptocurrency exchange or price aggregator website as the Company may notify the Project Company in writing; 

“Affiliate” in relation to Person, means its Parent Corporation or a corporation under the control of such Person and/or its Parent Corporation;

“Background IP” in relation to a Person, means the Intellectual Property Rights of such Person created prior to or independently of this Agreement;

“BTC” means bitcoin, the cryptographic token associated with the Bitcoin core blockchain;

“CMC Sites” has the meaning ascribed to it in the recital above;

“CMC User(s)” has the meaning ascribed to it in the recital above;

“Committed Campaign Project Tokens” has the meaning ascribed to it in Row (g) of Cover Sheet;

“Confidential Information” means any and all confidential and/or proprietary data or information of the Company and/or its Affiliates, any of their respective investors, clients and partners, including, but not limited to, written software, programs, financial matters, budgets, business marketing plans, personnel information, personal information (as defined under applicable privacy laws), business contacts, scientific journals, processes, trade secrets and/or other works of authorship;

“Constitutive Documents” means in relation to a Person that is a body corporate, means the articles of incorporation, certificate of incorporation, charter, by-laws, articles of formation, certificate of formation, regulations, operating agreement, certificate of limited partnership, partnership agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organisation of such Person, including any amendments thereto;

“Control” in relation to an entity, means the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of more than 50% of the outstanding voting interests of such entity or otherwise;

“Deposit” means the fee payable by the Project Company to the Company as set out in Row (f) of Cover Sheet;

“Designated Bank Account” means such bank account designated by the Company as specified in Cover Sheet or such other bank account designated and notified by the Company to the Project Company in writing in the form set out in Row (d) of Cover Sheet;

“Digital Asset” means cryptographic assets, including the Accepted Digital Asset and the Settlement Digital Asset;

“Educational Campaigns” has the meaning ascribed to it in the recital above;

“Educational Platform” has the meaning ascribed to it in the recital above;

“Eligible CMC User” means a CMC User who has (a) received Project Content via Project Delivery; and (b) fulfilled all other requirements (if any) prescribed by Project Company to be entitled to receive Project Tokens;

“Encumbrances” in relation to Feature Fee (to the extent denominated in Digital Asset), means any lien, charge, mortgage, pledge, option, rights of pre-emption, hypothecation, claims, restrictions on transfer, encumbrances, priority or security interest, over or in such Feature Fee (to the extent denominated in Digital Asset), or any agreement or arrangement for or to similar effect, and each an “Encumbrance”;

“ETH” means Ether, the cryptographic token native to the Ethereum blockchain, which for the avoidance of doubt does not refer to the Ethereum Classic token;

“Feature Fee” means the fee payable by the Project Company to the Company as set out in Row (f) of Cover Sheet;

“Feature Period” means the period during which the Educational Campaigns of the Participating Project will be featured on the Educational Platform, which shall be for a period set out in Cover Sheet (or such other longer period as may be agreed by the Company) and shall commence at such time as determined by the Company but no later than ninety (90) days from the date of this Agreement (or such other time as agreed between Parties);

“Feature Service” has the meaning ascribed to it in Clause 2.1;

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, executive, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organisation. For the avoidance of doubt, Governmental Authority may include private bodies exercising quasi-governmental, regulatory or judicial-like functions to the extent they relate to any Party, the Project Company, the Tokens, and/or the Project;

“Indemnified Persons” has the meaning ascribed to it in Clause 4.1;

“Intellectual Property” means patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright (including without limitation, rights in computer software whether in compiled or source form), design rights, trade and business names, domain names and any other similar protected rights or assets in any country;

“Intellectual Property Rights” means rights arising out of or in connection with Intellectual Property, whether registered or not;

“MAS” means the Monetary Authority of Singapore;

“Parent Corporation” in relation to a Person means a person or corporation who exercises Control over such Person (including for the avoidance of doubt, the ultimate beneficial owner of such Person);

“Participating Project(s)” has the meaning ascribed to it in the recital above;

“Person” means an individual or legal entity or person, including without limitation a Governmental Authority;

“Personnel” means a Party’s or its Affiliate’s directors, officers, partners (as applicable), employees, non-employee workers, servants, agents, representatives, subcontractors, auditors, consultants, licensee and any other person who performs services for and on behalf of that Party or its Affiliate in any capacity;  

“Proceeds Receiving Designated Blockchain Address” has the meaning ascribed to it in Row (k) of Cover Sheet;

“Project” has the meaning ascribed to it in Row (a) of Cover Sheet;

“Project Content” has the meaning ascribed to it in Clause 2.1;

“Project Content Delivery” has the meaning ascribed to it in Clause 2.1;

“Project Tokens” has the meaning ascribed to it in Row (b) of Cover Sheet;

“Sanctions” has the meaning ascribed to it in Clause 6.1(f)(ii);

“Settlement Date” has the meaning ascribed to it in Row (j) of Cover Sheet;

“Settlement Digital Asset” has the meaning ascribed to it in Row (h) of Cover Sheet;

“Settlement Fiat” has the meaning ascribed to it in Row (i) of Cover Sheet;

“Third Party Distribution Platform” has the meaning ascribed to it in Clause 2.3(c);

“Token Distribution Channels” has the meaning ascribed to it in Clause 2.3; and

“US$” or “USD” means United States Dollars, the lawful currency of the United States of America for the time being.

1.2 In this Agreement :

(a) unless the context otherwise requires or permits, references to the singular will include the plural;

(b) references to a person shall be construed as references to any individual, corporation, company, firm, partnership, incorporated body or persons in any country, including permitted heirs, successors and assigns;

(c) references to a “month” shall be construed as a period starting on the relevant day in the calendar month and ending on the numerically corresponding day in the next calendar month, except that if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last day in that calendar month.

(d) any marginal notes and headings are for convenience and reference purposes only and do not form part of this Agreement and shall not be deemed to alter, limit or otherwise affect the meaning of any of the provisions hereof; 

(e) references to the “Recitals”, “Clauses”, “Paragraphs” and “Schedules” are to the relevant recitals, clauses and schedules to this Agreement; and

(f) references to any statutory provisions include any modifications or re-enactments of those provisions. 

2. FEATURE SERVICE

2.1 During the Feature Period and subject to Clauses 2.2 and 2.4, 

(a) the Company shall feature, or procure that the CMC Sites feature, the Project on the Educational Platform as a Participating Project (“Feature Service”), such that CMC Users will have access during the Feature Period to content relating to the Project (“Project Content”) as part of the Project’s Educational Campaign; and 

(b) the Company shall procure that the Education Platform delivers such Project Content to CMC Users via the Educational Platform in any of the following ways, provided the Project Company fulfils its obligations under clause 2.1(c):

(i) articles or tutorial video(s) relating to the Project and/or the Project Tokens;

(ii) engagement tasks relating to the Project and/or the Project Tokens which require CMC Users to complete; and/or

(iii) any other format as may be determined by the Company,

(“Project Content Delivery”).

(c) the Project Company shall deliver to the Company all necessary information and content (including videos, if necessary) to be incorporated into the Project Content at the Company’s discretion. If the Company deems that the information provided is insufficient, the Company shall request for additional information from the Project Company.

2.2 Notwithstanding anything in this Agreement to the contrary :

(a) any Project Content which the Project Company wishes to be delivered on the Educational Platform shall be reviewed by the Company and the Company reserves all rights and shall have full and absolute discretion to determine whether Project Content provided by the Project Company is appropriate to be delivered on the Educational Platform, and if determined to be inappropriate, to withhold delivery; and

(b) whilst the Company will use its best efforts to consult with the Project Company on the particulars of Project Content Delivery applicable to the Project’s Educational Campaign, the Company reserves all rights and shall have full and absolute discretion to decide on all matters relating to Project Content Delivery.

2.3 Subject to Clause 2.4, if the Project Company wishes to distribute Project Tokens to an Eligible CMC User, the Project Company may request that the Company assist with either one of the following methods of delivery, namely :

(a) requiring such Eligible CMC User to submit the wallet address thereof compatible for the receipt of Project Tokens to the Project Company through the Educational Platform, which solely facilitates collection of such wallet address information on behalf of the Project Company; or

(b) directing such Eligible CMC User to another website designated by the Project Company which contains the steps which such Eligible CMC User will have to take in order to receive Project Tokens; or

(c) the Company engaging a third party digital asset exchange or distribution platform (“Third Party Distribution Platform”) to facilitate the distribution of the Project Tokens to such Eligible CMC User, which may require such Eligible CMC User to set up an account with such Third Party Distribution Platform,

(collectively, “Token Distribution Channels” and each a “Token Distribution Channel”). 

Where wallet address information of Eligible CMC Users is shared by the Company with the Project Company, the Project Company shall adhere to the provisions of the Data Processing Addendum as executed between the Parties.

2.4 In the event the Project Company is distributing Project Tokens in accordance with clause 2.3(a) or (b), it shall distribute such tokens within seven (7) days of the end of the Feature Period.

2.5 The Project Company acknowledges and accepts that:

(a) the Company reserves all rights and shall have full and absolute discretion to decide whether to assist distribution of Projects Tokens by way of such Token Distribution Channel as requested by the Project Company in accordance with Clause 2.3;

(b) the Company shall not in any way be responsible and shall not be held liable in relation to the distribution of the Project Tokens to any Eligible CMC User, including without limitation any loss, failure or delay in the delivery of the Project Tokens by the Project Company or the Third Party Distribution Platform (as the case may be);

(c) in the event where the Company agrees to assist with distribution of Project Tokens by engaging a Third Party Distribution Platform, the Project Company shall do all things necessary to effect such Token Distribution Channel, including but not limited to cooperating with such Third Party Distribution Platform and providing the relevant Third Party Distribution Platform with the relevant Project Tokens for distribution to CMC Users and making any and all necessary fees and payments as may be due to such Third Party Distribution Platform in relation to such distribution of Project Tokens at the Project Company’s expense; 

(d) the Company and its Affiliates will be relying, and are so entitled to rely, upon the information, representations, warranties, and covenants made by the Project Company in this Agreement and all materials and documents provided by the Project Company;

(e) to the extent that the Company determines in its sole and absolute discretion that it is necessary to obtain certain information about the Project Company, Project and/or the Project Tokens in order to comply with any applicable law or regulations, the Project Company shall provide the Company with such information promptly upon such request, and acknowledges and accepts that the Company may refuse to proceed with the Project Content Delivery until such requested information has been provided to the satisfaction of the Company. The Project Company undertakes to notify the Company of any change in the documents and information provided by the Project Company to the Company pursuant to this Agreement and in the absence of any notification in writing notifying of any change, the Project Company hereby confirms that the Company is entitled to assume that the documents and information provided by the Project Company remain true, correct, accurate, not misleading and unchanged; 

(f) the Company may cooperate with any Governmental Authority upon request, or contact any Governmental Authority at its discretion, if it suspects that the Project Company entered into this Agreement, operates the Project, issues Project Tokens, or uses or intends to use the Project Tokens for any criminal purpose or in breach of any law or regulation, including but not limited to money laundering; 

(g) the Project Company owns and is capable of granting such intellectual property rights as set out in Clause 5;

(h) notwithstanding anything to the contrary in this Agreement :

(i) the Company shall have the right to suspend or terminate the Feature Service in respect of the Project, whether temporarily or in perpetuity, in its sole discretion for any reason at any time, including, but not limited to:

(1) to perform upgrades or maintenance on the Educational Platform;

(2) in response to any Governmental Authority request;

(3) in response to any technical incident, disruption, disturbance or manipulation impacting the Educational Platform or the Project Token (including its market price); 

(4) as a result of any applicable law; or 

(5) due to the Project Company’s breach of this Agreement or any other term in relation to the Educational Platform as may be determined by the Company,

in which case, the Project Company shall have no claim against the Company and shall not be entitled to seek a refund of the Feature Fees or any part thereof; 

(ii) the Company shall have the right to feature the Project Content only in territories that it has deemed appropriate in order to comply with applicable laws; and

(iii) in the event that Project Company decides to suspend or not proceed with the Project’s Educational Campaign, the Company shall not be obligated to refund, and the Project Company shall not be entitled to receive any refund of the Feature Fee or Committed Campaign Project Tokens (to the extent such Project Tokens have been transferred to the Company, Third Party Distribution Platform, or CMC Users), or any portion thereof.

2.6 The Project Company undertakes to set aside or procure the setting aside of Committed Campaign Project Tokens to be distributed to CMC Users as part of the Project’s Educational Campaign. The Company may at any time on or after the commencement of Feature Period request that Project Company transfers such Committed Campaign Project Tokens to be held in a wallet address (whether controlled by Company, Third Party Distribution Platform, or otherwise) designated by the Company pending such distribution to CMC Users. In such event, the Project Company shall within [twenty-four (24) hours of such request] effect and do all such things as necessary to effect such transfer of Committed Campaign Project Tokens.

3. FEES

In consideration for the Project being featured as a Participating Project on the Educational Platform for the Feature Period, the Project Company shall pay the Feature Fee (and applicable goods and services tax) in full, which shall be non-refundable, and a Deposit to the Company on or prior to the Settlement Date in either Settlement Fiat or Settlement Digital Asset, at the Company’s election which shall be notified to the Project Company at least five (5) days prior to the Settlement Date. To the extent that :

(a) payment of the Feature Fee and Deposit is to be made pursuant to this Clause 3 in Settlement Fiat, the Project Company shall transfer the Settlement Fiat equivalent of the Feature Fee to the Company’s Designated Bank Account; and

(b) payment of the Feature Fee and Deposit is to be made pursuant to this Clause 3 in Settlement Digital Asset, the Project Company shall transfer the Settlement Digital Asset equivalent of the Feature Fee (as determined based on the Applicable Exchange Rate as at the date of such transfer) to the Proceeds Receiving Designated Blockchain Address on or before the Settlement Date free of Encumbrances PROVIDED THAT such transfer would be considered effected only if it has been received by the Company.

The Deposit will be returned to the Project Company within thirty (30) days after verifying that all Project Tokens have been distributed to eligible participants after the Feature Period. In the event the Project Company fails to proceed with an Educational Campaign within one (1) year of signing this Agreement, this Agreement shall expire and the Project Company shall not be entitled to a refund of the Deposit.

4. INDEMNITY & LIMITATION OF LIABILITY

4.1 The Project Company shall defend, indemnify, and hold harmless the Third Party Distribution Platform, the Company and its Affiliates and their respective officers, directors, employees, agents, successors and assigns (collectively, the “Indemnified Persons”) from and against, and pay or reimburse the Indemnified Persons for a breach or any claim, any and all losses resulting from :

(a) any inaccuracy in or breach of any representation or warranty when made or deemed made by the Project Company in or pursuant to this Agreement; 

(b) any wilful or negligent breach of or default in performance by the Project Company under this Agreement; or

(c) any claim against any Indemnified Person in connection with the Project being featured on the Educational Platform and/or the distribution of Project Tokens in relation thereto.

4.2 The obligations of the Project Company under this Clause 4 shall survive the termination of this Agreement.

4.3 The Company’s total collective liability to the Project Company under or in connection with this Agreement, whether arising from tort (including negligence), breach of contract, or otherwise, shall not exceed in aggregate 100% (hundred per cent) of the Feature Fee paid by the Project Company to the Company. 

5. USE OF INTELLECTUAL PROPERTY

5.1 The Project Company grants, and shall procure to be granted, to the Company, the Company’s Affiliates, and its agents, a non-exclusive, irrevocable, worldwide, transferable, sub-licensable, perpetual, irrevocable, fully paid-up right and licence with no geographical restrictions to (whether by itself or on its behalf) use, execute, display, perform, possess, modify and create derivative works from such Intellectual Property related to the Project Company, Project and the Project Tokens including without limitation : (a) the Project Company’s and Project’s trademarks, service marks, trade names, logos, symbols and brand names, including the Project Token’s symbol; and (b) all documentation, materials, and any other Background IP of the Project Company or its Affiliates in relation to the Project Company, Project or Project Tokens, to the extent necessary to provide the Feature Services.

5.2 The Parties acknowledge and agree that, as between the Parties, each Party owns all right, title and interest (including all Intellectual Property Rights) in and to their respective Background IP. Except as expressly provided in this Agreement, under no circumstances shall either Party, as a result of this Agreement, obtain any ownership interest, licence or other right, title or interest in or to any of the other Party’s Background IP.

5.3 The Project Company acknowledges and accepts that all data, know-how, proprietary technical data or any Intellectual Property created in conjunction with the Educational Platform shall vest in and be owned by the Company as and when they are generated. 

6. PROJECT COMPANY REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

6.1 The Project Company hereby represents, warrants and undertakes to the Company, as at the date hereof up to the later of : completion of the Feature Period; the completion of delivery of Project Tokens; or such time when the Project (including all Project Content) is no longer featured on the Educational Platform :

(a) the Project Company is an entity duly incorporated or formed, validly existing, and in good standing under the laws of the Project Company’s jurisdiction of incorporation or formation, and has full right, corporate, partnership, limited liability company or similar (as the case may be) power and authority to enter into and consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder;

(b) the Project Company has all requisite power and authority to execute and deliver this Agreement and to carry out and perform its obligations under this Agreement, and this Agreement will constitute a legal, valid, and binding obligation of the Project Company enforceable against the Project Company in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganisation, moratorium, and similar laws of general application relating to or affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law);

(c) the execution of, and performance by the Project Company of the Project Company’s obligations under this Agreement will not result in :

(i) any violation of, be in conflict with in any material respect, or constitute a material default under : 

(1) any provision of the Project Company’s Constitutive Documents;

(2) any provision of any permit, licence, judgment, decree or order to which the Project Company is a party, by which it is bound, or to which any of its material assets are subject; 

(3) any material contract, obligation, or commitment to which the Project Company is a party or by which it is bound; and/or 

(4) any laws applicable to the Project Company; and/or

(ii) the creation of any Encumbrance upon any material assets of the Project Company (including the Project Tokens subject of the Educational Campaign);

(d) the execution and delivery of and performance under this Agreement by the Project Company require no approval or other action from any Governmental Authority or Person and shall at all times comply with applicable law;

(e) the Project Company complies with all anti-money laundering and anti-terrorism-financing requirements in all applicable jurisdictions;

(f) neither the Project Company, nor any Person having a direct or indirect beneficial interest in the Project Company, nor any Person for whom the Project Company is acting :

(i) is listed by the MAS as designated individuals or entities defined in the respective regulations promulgated under the Monetary Authority of Singapore Act (Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore, the Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore or such other law, regulation or rule as may be prescribed by the MAS from time to time;

(ii) is the subject of sanctions administered or enforced by Singapore, the U.S. (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the United Kingdom of Great Britain and Northern Ireland, the European Union or any other Governmental Authority (collectively, “Sanctions”);

(iii) is located, organised or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions (including, without limitation, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Eritrea, Iran, Libya, Somalia, South Sudan, Sudan, and Yemen); 

(iv) has engaged in or is engaged in any dealings or transactions with any government, Person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction, is or was the subject of any Sanctions; or

(v) is otherwise a party with which the Company is prohibited from dealing under applicable laws; and

(g) all the documents and information furnished by the Project Company to the Company pursuant to this Agreement are true, accurate, complete, and non-misleading in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of which would make any documents and information provided misleading or incomplete.

6.2 The Project Company undertakes not to do, or permit to be done, anything that may bring the Company and/or its Affiliates into disrepute. The Project Company will promptly comply with any request by the Company for the approval of the use, reproduction, display and/or publication of the name and logo of the Project, the Project Company or the Project Tokens and supply any information required by the Company for such use on, or in conjunction with, the Educational Platform.

7. TERMINATION

7.1 This Agreement shall commence from the date of this Agreement and shall continue to be valid until such time as may be terminated by the Company in accordance with Clause 7.2.

7.2 The Company may, without prejudice to any other rights it may have, by written notice terminate this Agreement immediately and without liability of the Company for compensation or damages.

7.3 In the event of termination under Clause 7.2, without prejudice to the Company’s other rights and remedies :

(a) the Company may in its full and absolute discretion return the Feature Fee or any part thereof; and

(b) the Project Company shall immediately thereafter cease and remove all representations, display or publications associating the Project Company, Project, or the Project Tokens with the Educational Platform.

7.4 Clauses 7, 8, 9, and 10, and all other clauses of this Agreement (including the Schedules) so intended to survive after the termination or expiration of this Agreement shall survive such termination or expiration.

8. CONFIDENTIALITY

8.1 The Project Company is aware that in the course of the Company’s provision of Feature Service, the Project Company will have access to and be entrusted with Confidential Information.

8.2 The Project Company shall not, and shall procure that its employees and agents shall not during or after the termination of this Agreement divulge to any person whomsoever or otherwise make use of, whether for his own benefit or for the benefit of any other person, firm, company or association any Confidential Information. This duty of confidentiality shall survive the termination of this Agreement. This duty of confidentiality to the Company shall be in addition to the general duties and obligations of confidentiality of the Project Company under law. 

8.3 The Project Company hereby agrees that it shall :

(a) take all steps to limit access to Confidential Information to those principals, directors, officers, agents, employees, representatives, consultants, independent contractors and professional advisors who are directly concerned with the purposes contemplated by this Agreement and are made aware of its confidential status, to the extent reasonably required for the performance of this Agreement, and ensure that they do not disclose or make public or cause any disclosure or publication of any Confidential Information in violation of this Agreement;

(b) not use any Confidential Information for any purpose other than the purposes for which it is intended, pursuant to and in accordance with the terms of this Agreement; and

(c) upon the Company’s request, procure the Project Company’s Personnel or any Personnel of the Project Company’s sub-contractor, to sign individual non-disclosure agreements with the Company on such form that the Company may dictate.

8.4 The Project Company must promptly inform the Company about any unauthorised disclosure of the Company’s Confidential Information.

8.5 The Project Company’s confidentiality obligations under this Clause 8 shall survive the expiry or termination of this Agreement.

9. NOTICES

9.1 Any notice required to be given by a Party to the other Parties shall be in writing, signed by or on behalf of the Party giving it, and in the English language. It shall be deemed validly served if hand delivered, or sent by e-mail, prepaid post or a recognised courier service to the address, email address of the Parties given herein or as may from time to time be notified for this purpose.

9.2 The initial addresses and email addresses of the Parties are :

Company

As set out in Row (c) of Cover Sheet

Project Company

As set out in Row (c) of Cover Sheet

10. MISCELLANEOUS

10.1 Entire Agreement : This Agreement (together with any documents referred to herein) 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, if any, between the Parties with respect to the subject matter hereof, whether such be written or oral.

10.2 Successors and Assigns : This Agreement shall be binding on and shall enure for the benefit of each of the Parties’ successors and assigns. Any reference in this Agreement to any of the Parties shall be construed accordingly.

10.3 Further Assurance : Each Party shall, and shall use its best endeavours to procure that any necessary third party shall, execute such documents and do such acts and things as the other Party may reasonably require for the purpose of giving to such other Party the full benefit of all the provisions of this Agreement.

10.4 Variation : The provisions of this Agreement may be varied by the Company by way of written notice of the variation to the Project Company, which notice shall be deemed acceptance by the Project Company of such variation and this Agreement shall be deemed to be so amended from such date of acceptance, and each Party shall perform this Agreement in accordance with such amended terms.

10.5 Counterparts : This Agreement may be signed in any number of counterparts and by the Parties on separate counterparts, each of which when so executed shall be an original, but all counterparts shall together constitute one and the same document. Each counterpart may be signed by a Party or Parties and transmitted by electronic mail or facsimile transmission which shall be valid and effectual as if executed as an original.

10.6 Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore : Save for the Indemnified Persons who shall have rights to the extent accorded thereto under this Agreement, any person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any provisions of this Agreement.

10.7 Arbitration : Any dispute, controversy or claim arising under, out of or in relation to this Agreement (including non-contractual claims), including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause 10.7. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the SIAC if the parties cannot agree upon one within thirty (30) days of the date that the respondent files its response to the claimant’s notice of claim. The language of the arbitration shall be English. Each of the Parties irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore to support and assist the arbitration process pursuant to this Clause 10.7, including if necessary the grant of interlocutory relief pending the outcome of that process.

10.8 Governing Law : This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.