FOOD FOR THOUGHT
CONSULTANCY SERVICES MASTER AGREEMENT
THIS CONSULTANCY SERVICES MASTER AGREEMENT (“Agreement”) serves as the primary contract between JCI Global (the "Agency") and any clients ("Client") engaging the services of JCI Global. Details of services will be set out in a Service Contract ("SC") and may be further supported by Exhibit(s) where required.
Section 1 SCOPE OF SERVICE
1.1 Services Agency agrees to provide the consulting services described in Service Contract hereto (hereinafter “SC”). In the event of any conflict between this Agreement and any SC, this Agreement shall control.
1.2 Conduct of Services. All work shall be performed in a workmanlike and professional manner consistent with industry standards.
1.3 Method of Performing Services. Agency shall have the right to determine the method, details, and means of performing the work to be performed for Client. Client shall, however, be entitled to exercise general power of supervision and control over the results of work performed by Agency to assure satisfactory performance, including the right to inspect, the right to stop work, the right to make suggestions or recommendations as to the details of the work, and the right to propose modifications to the work.
1.4 Scheduling. The services provided by Agency are expected to require a substantial part of Agency's available business time and availability. Agency will use its best efforts to accommodate work schedule requests.
1.5 Reporting. Client and Agency shall develop appropriate administrative procedures for coordinating with each other. Client shall periodically provide Agency with evaluations of Agency's performance.
1.6 Place of Work. Agency will perform its work for Client primarily at Agency's premises except when such projects or tasks require Agency to utilize Client’s facilities or to travel off site. Any alternative work locations has to be negotiated and agreed into by both parties. Such details shall be included in the appending SC.
1.7 Future Services. Agency agrees to make its services available, when, as and to the extent required by Agency, to complete or provide follow-on support for any work or projects to which Agency at any time materially contributed pursuant to this Agreement. Unless otherwise agreed, such services shall be made available at Agency's actual labor rates otherwise applicable to services provided to Client pursuant to this Agreement, plus reasonable and actual costs of materials provided or consumed in providing such services, at times and places that are mutually reasonable and convenient. Agency agrees to maintain agreements or commitments from key personnel assigned to work or projects for Client as reasonably appropriate to ensure quality and efficiency of service to Client.
Section 2 TERM AND TERMINATION
2.1 Term. The term of this Agreement shall commence on the date upon confirmation of engagement of Agency services set forth in the SC and detailed in the Period of Performance section.
2.2 Termination. This Agreement may be terminated by either party upon written notice without cause as detailed in the SC.
Section 3 FEES, EXPENSES, AND PAYMENT
3.1 Fees. In consideration of the services to be performed by Agency, Agency shall be entitled to compensation as described in the SC. Unless the subject of a bona fide dispute, all compensation shall be paid to Agency within ten (10) business days after receipt of the SC, unless otherwise stated. Agency may assign its right to receive payments, in whole or in part, to a third party with thirty (30) days advance notice to Client.
3.2 Reimbursement of Expenses. In addition to the foregoing, and subject to Client’s policy on reimbursable expenses, Client shall pay Agency its actual out-of-pocket expenses as reasonably incurred by Agency in furtherance of its performance hereunder, unless otherwise stated in the SC. Agency agrees to provide Client such receipts, ledgers, and other records as may be reasonably appropriate for Client or its accountants to verify the amount and nature of any such expenses. Unless the subject of a bona fide dispute, expenses shall be reimbursed within fifteen (15) days after receipt of Agency's claims.
Section 4 RESPONSIBILITIES OF AGENCY FOR TAXES AND OTHER MATTERS
4.1 Taxes. As an independent consultancy firm, Agency shall pay and report all state income tax withholding, mandatory Central Provident Funds ("CPF") contributions, any insurance and other similar taxes applicable to Agency. Agency shall not be entitled to participate in health or disability insurance, retirement benefits, or other welfare or pension benefits (if any) to which employees of Client may be entitled.
Section 5 CONFIDENTIALITY
5.1 The Mutual Confidentiality and Nondisclosure Agreement is hereby incorporated by reference.
Section 6 RIGHTS IN WORK PRODUCT
6.1 Ownership of Work Product. All Work Product shall be considered work(s) made by Agency for hire for Client and shall belong exclusively to Client. If by operation of law any of the Work Product, including all related intellectual property rights, is not owned in its entirety by Client automatically upon creation thereof, then Agency agrees to assign, and hereby assigns, to Client the ownership of such Work Product, including all related intellectual property rights.
6.2 Incidents and Further Assurances. Client may obtain and hold in its own name copyrights, registrations, and other protection that may be available to the Agency. Agency agrees to provide any assistance required to perfect such protection. Agency agrees to take sure further actions and execute and deliver such further agreements and other instruments as Client may reasonably request to give effect to this Section 6.
6.3 Pre-existing Materials. Agency may include in the Work Product preexisting work or materials only if either they are provided by Client or if they are owned or licensable without restriction by Agency. To the extent that pre-existing work or materials owned or licensed by Agency are included in the Work Products, Agency shall identify any such work or materials prior to commencement of the Services involving such work or materials. Agency grants to Client a perpetual, irrevocable, nonexclusive, worldwide, royalty-free right and license to use, execute, reproduce, display, perform, sublicense and distribute (internally and externally) copies of, and prepare derivative works based upon, such work and materials, and the right to authorize others to do any of the foregoing. Notwithstanding any provision of this Agreement to the contrary, but subject to the provisions hereof respecting confidentiality, Agency shall be free to use any ideas, concepts or know-how developed or acquired by Agency during that performance of this Agreement to the extent obtained and retained by Agency's personnel as impressions and general learning. Subject to Client's intellectual property rights, nothing in this Agreement shall be construed to preclude Agency from acquiring, developing, marketing or enhancing for itself or others similar technology performing the same or similar functions as the technology used or created pursuant to this Agreement.
6.4 Work Product Defined. As used herein, the term “Work Product” shall mean any programming, documentation, data compilations, reports, and any other media, materials, or other objects produced as a result of Agency's work or delivered by Agency in the course of performing that work.
Section 7 ASSURANCES
7.1 No Conflict. Agency represents and warrants that it has no obligations to any third party which will in any way limit or restrict its ability to perform consulting services to Client hereunder. Agency agrees that it will not disclose to Client, nor make use in the performance of any work hereunder, any trade secrets or other proprietary information of any third party, unless Agency may do so without Agency or Client incurring any obligation (past or future) to such third party for such work or any future application thereof.
7.2 No Recruiting. During the term of this Agreement and for a period of one (1) year thereafter, Agency shall not knowingly solicit, entice, or persuade any employees of Client to terminate their employment with Client or hire any such employees.
Section 8 MISCELLANEOUS
8.1 Force Majeure. Agency shall not be liable to Client for any failure or delay caused by events beyond Agency's control, including, without limitation, Client's failure to furnish necessary information, sabotage, failure or delays in transportation or communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials or equipment, or technical failures.
8.2 Governing Law. This Agreement shall be governed and construed in all respects in accordance with the laws of the Republic of Singapore as they apply to a contract entered into and performed in Singapore.
8.3 Independent Contractors. The parties are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and either Agency or any consultant or representative of Agency.
8.4 Notices. All notices required or permitted hereunder shall be in writing or by electronic means via corporate accounts addressed to the respective parties as set forth herein, unless another address shall have been designated.
8.5 Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by the party sought to be bound.
8.6 Indemnification. Client shall defend, indemnify and hold harmless Agency from and against all claims, liability, losses, damages and expenses (including attorneys' fees and court costs) arising from or in connection with the use or application of Agency's work by Client or any direct or indirect purchaser or licensee of Client. Agency shall indemnify, defend and hold harmless Client, its directors and employees from and against any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorney’s fees) and liabilities of, by, or with, respect to, third parties (“any claims”), to the extent they arise, or are alleged to arise, from intentional or negligent acts or omissions of the Agency, Agency’s subconsultants, Agency’s suppliers, and/or Agency’s employees, arising under this Agreement or in any way related to performance hereof. The Agency shall provide Client with indemnifications as may be reasonably required by Client and in a form reasonably satisfactory to Client, covering the entities with whom the Client contracts. The obligations of the indemnifications extended by the Agency to Client shall survive the termination or expiration of this Agreement. In no event shall either Party be liable to the other for payment of any special, incidental, indirect or consequential damages, even if the other Party has been informed in advance of the possibility of such damages.
JCI Global reserves the right to amend and/or update the contents in this Master Agreement from time to time without notice.