The Boston Consulting Group Singapore Pte. Ltd (“we” or “BCG Host”), look forward to working with you and your team on this skill building effort targeted at your Digital business analysts at Govtech (“Company”).

This document, outlines the Services, Deliverables and Products that we will be providing to you, as well as the terms and conditions that govern the engagement. Capitalized terms used in this Terms and Conditions are defined in the attached BCG Terms.

The purpose of this Agreement is to identify relevant issues relating to the performance of services by BCG for the Client, including each party’s respective rights and obligations. This Agreement (together with all attachments referred to herein) constitutes the complete agreement between the parties hereto, and supercedes all prior written oral agreements and understanding regarding the subject matter herein.

This Agreement is entered into on the date first mentioned above, by and between:

I. The Boston Consulting Group Singapore Pte Ltd, a company duly organized and established pursuant to the laws of Singapore and having its principal place of business at 79 Robinson Road, Level 27, Singapore 068897

II. Govtech, a public company duly organized and existing under the laws of Republic of Singapore, domiciled in Singapore and having its principal place of business located at 10 Pasir Panjang Road, #10-01 Mapletree Business City, Singapore 117438 (hereinafter referred to as “Client”).

(BCG and the Client shall be individually referred to as “Party” and collectively as “Parties”)

Additional Terms

These Additional Terms (“Terms”) apply to the provision of Services and Deliverables to Company as set out in the Terms and Conditions.  Services are provided by the BCG entity set out in the Terms and Conditions (“BCG Host”),.  Capitalized terms have the meanings set out in the body of these Terms or as set out in Schedule 1.

2. TERM AND TERMINATION

2.1 Term. The term of the Engagement is as set out in the Terms and Conditions, unless terminated earlier pursuant to Section 2.2 (Termination) (the “Term”).

2.2 Termination. The Engagement may be terminated by either BCG or Company immediately upon written notice (“Notice”) if the other Party: (a) commits a material breach of the Agreement which is incapable of remedy or, where such breach is capable of remedy, the breaching Party fails to remedy that breach within 30 calendar days after receipt of Notice; (b) suffers an Insolvency Event; or (c) suspends, ceases, or threatens to cease operating all or a substantial part of its business, or disposes of all or a substantial part of its assets. An Engagement may also be terminated by BCG immediately upon written notice to the Company if the Company undergoes a change of control or a change of executive management.

2.3 Effect of Termination. Termination or expiry of the Engagement will not release a Party from any liability that has accrued but remains unpaid or outstanding as of the date of termination or expiry. Upon the expiration or termination of the Engagement, licenses and rights to use granted hereunder will automatically and immediately terminate unless renewed or extended by express written agreement of BCG.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Background IPR. Each Party owns and retains all rights, title, and interests in and to, its Background IPR. Company grants to BCG a worldwide, non-exclusive, royalty-free, sub licensable and non-transferable license to use Company’s Background IPR to the extent necessary to enable BCG to perform the Engagement.

3.2 Deliverables.

3.2.1 Non-Software Deliverables. Subject to section 3.2.4, BCG agrees that Foreground IPR contained in the Non-Software Deliverables shall be owned by the Company effective upon receipt of Company’s payment for the applicable Non-Software Deliverable.

3.2.2 Company acknowledges and agrees that BCG prepares the Deliverables solely for Company’s full time employees and part time employees for training purposes as agreed by the Parties. Subject to this Agreement and except as otherwise agreed, Company shall be liable at all times for the acts and omissions of full time and part time employees. Company agrees that its employees are bound by a written non disclosure agreement, to protect the confidentiality of the Confidential Information accessed during the program. Company agrees that If BCG agrees to Company disclosing the Deliverables or extending access to Deliverables to third parties, Company agrees that BCG will not be responsible for any Losses incurred by Company or any third party as a result of or in connection with such disclosure or authorized use of, or reliance on, the Deliverables or any other aspect of BCG’s work.

3.2.3 BCG is not precluded from developing for itself, or for others, anything, whether in tangible or non-tangible form, that is competitive with, or similar to, any of the Deliverables, provided that BCG does not use any Company Confidential Information for which it does not have a license to use for such purposes. Additionally, BCG is free to use its general knowledge, skills, experience, know-how, expertise, ideas, techniques, approaches, concepts, and designs used, developed, or acquired by or on behalf of, BCG in the course of the Engagement, including but not limited to, any know-how, concepts, or information retained in the unaided memory of BCG employees or agents, as a result of authorized access to Company Confidential Information.

3.3 Third Party Materials

3.3.1 BCG agrees, to the extent permitted by the applicable third party, to assign or transfer the license related to Third-Party Material incorporated into Deliverables. In the event that BCG is not able to assign or transfer the license, Company agrees it will secure a separate license directly from a licensor. Company acknowledges that the proper functioning of Deliverables and availability of some or all features of a Deliverable may be contingent on Company holding licenses to Third-Party Material.

3.3.2 Company will at all times: (a) comply with the terms, conditions, and restrictions set forth in any agreements regarding use of Third-Party Material and acknowledges that BCG is also subject to such terms, conditions and restrictions; (b) be solely responsible for the payment of all fees, costs or expenses associated with Third-Party Material, except as set out in the Terms and Conditions; and (c) ensure its use of BCG Background IPR, BCG Products, and Software Deliverables does not pose a security risk or adversely impact the ability of other parties to access the services, systems or materials.

3.3.3 BCG makes no representations or warranties of any kind with respect to Third-Party Material. Warranties, obligations, liabilities, and Company’s remedies with respect to Third-Party Material, are limited in each case to whatever recourse may be available in the applicable third party agreement and BCG has no liability with respect to such Third-Party Material.

4. FEES AND PAYMEN

4.1 Fees. Company will pay BCG Host amounts due for the Services and Deliverables, as set out in the Terms and Conditions (“Fees”). To the extent the Engagement terminates before completion for any reason, Company will pay Fees incurred for all Services and Deliverables up to the date of termination, together with expenses incurred by BCG, through such date.

4.2 Payment. Unless expressly agreed otherwise in the Terms and Conditions, BCG Host will invoice Company monthly (or every four weeks). Company will pay the invoices within thirty (30) days from the invoice date. Overdue balances will accrue interest at a rate of 2% per month or such lesser amount required by applicable law.

4.3 Taxes. The Fees do not include applicable taxes. BCG will charge, and Company will pay, all applicable taxes in connection with the Engagement including but not limited to, sales, use, excise, value-added, business, goods and services, consumption, withholding, and other similar taxes and duties, as well as penalties and interest, if any.

5. CONFIDENTIALITY

5.1 Confidentiality. Except as set out in Sections 6.3 and 6.4, each Party will keep confidential the Confidential Information of the other Party.

5.2 Exclusions. Confidential Information will not include information that: (a) is previously known to, or in the possession of, the receiving Party without an obligation not to disclose; (b) is acquired by a receiving Party from a third party which was not, to the receiving Party’s knowledge, under an obligation not to disclose such information; (c) which the receiving Party can demonstrate was independently developed by or for the receiving Party without reliance on any Confidential Information of the other Party; (d) becomes publicly known and made generally available, through no breach of the Agreement; or (e) consists of Aggregate Data, that neither identifies nor allows a third party to infer the identity of disclosing Party as the source or subject of any component of the Aggregate Data.

5.3 Permitted Use. Each Party may copy and use Confidential Information of the other Party only to the extent reasonably necessary for purposes of the Engagement. Each Party will protect the Confidential Information of the other Party in the same manner it protects the confidentiality of its own Confidential Information, but in no event using less than a reasonable standard of care. Each Party will restrict access to the Confidential Information of the other Party to those of its personnel (including personnel employed by its Affiliates) and subcontractors engaged in the performance, management, receipt, support, or use of the Services for the Engagement. Such access is permitted provided that such personnel and third parties are bound by obligations of confidentiality substantially similar to the confidentiality provisions under these Terms.

5.4 Legal Proceedings. If a Party receives an order of any court of competent jurisdiction or any regulatory, judicial, governmental, or similar body or any taxation authority of competent jurisdiction requiring disclosure of the Confidential Information of the other Party, to the extent legally permitted it will promptly notify the disclosing Party. If requested by the disclosing Party the receiving Party will reasonably cooperate with the disclosing Party (at the disclosing Party’s request and expense) to oppose or limit the extent of such disclosure.

5.5 Company Personal Data. Company will use all reasonable efforts to ensure that it does not send any Personal Data to BCG. Notwithstanding the foregoing, if the Parties agree that BCG will process Company Personal Data on Company’s behalf as part of the Services. Parties agrees to comply with the applicable data protection laws.

6. WARRANTIES AND DISCLAIMER

6.1 Representations and Warranties. Each Party represents and warrants: (a) it has the right, power, and authority to execute and deliver the Terms and Conditions and to perform and fulfil the obligations of the Engagement; and (b) the Agreement, when duly authorized, executed, and delivered by such Party, constitutes the legal, valid, and binding obligations of such Party, enforceable in accordance with the Terms. Company represents and warrants: (i) it has all necessary consents to allow BCG to use Company Data; and (ii) it will use the Services and Deliverables in a manner consistent with the Agreement.

6.2 Warranty Disclaimer. To the fullest extent permitted by law and except as otherwise expressly set forth in the Agreement, BCG, on behalf of itself and its suppliers, makes no, and expressly disclaims all, express, implied and statutory representations or warranties, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, reliability, timeliness, quality, suitability, availability, accuracy or completeness, non-infringement, title and/or any warranties arising from course of dealing, usage, or trade practice

7. INDEMNITY

7.1 Company indemnifies, defends, and holds BCG and their respective directors, officers, partners, members, representatives, agents, and successors and assigns (the “BCG Indemnified Parties”) harmless from any actual or threatened claims and Losses, including as a party or witness in any claim, arising from or related to: (a) third party claim against BCG basis the services rendered by BCG. ; (b) a third party claim that BCG’s use of Company’s IPR or Company Data in performance of the Services breaches any third party IPR or the confidentiality of a third party; (

7.1.1 Company agrees to defend, indemnify, and hold harmless the BCG Indemnified Parties against all claims, costs, and damages, including reasonable attorneys’ fees, arising from a third party claim or demand that is based upon, arises or results from, or relates to: (a) Company’s or its agent’s use, operation, utilization, or distribution of the Software Deliverables or BCG Background IPR in violation of the Agreement; (b) Company’s failure to obtain the necessary rights, licenses, or consents to provide Company Background IPR or Company Personal Data; or (c) Company’s non-compliance with section 3.5 with respect to Third-Party Material.

7.2 In the event either Party or its Affiliates are required to produce documents, testify or otherwise serve as a witness in the context of legal disputes between the other Party and third parties or governmental investigations, the non-producing Party agrees it will reimburse all reasonable costs and fees that the other Party or its Affiliates incur to satisfy these obligations, including, but not limited to, reasonable fees for the retention of legal counsel to aid compliance with such obligations.

7.3 Each Party’s indemnification obligations are contingent upon the indemnified Party providing the indemnifying Party prompt written Notice of any claim such Party seeks to have indemnified, provided that any failure to so notify will not limit any of the obligations of the indemnifying Party under this Section, except to the extent such failure materially prejudices the defense of such claims. A Party seeking indemnity will give the indemnifying Party sole authority to defend or settle the relevant claim and provide, at the indemnifying Party’s expense, such information and cooperation as may be reasonably necessary to assist the defense of such claim. Each Party agrees on behalf of itself, and where applicable, on behalf of its Affiliates, that no settlement agreement will be entered into on terms that would impose liability on the other or increase its obligations hereunder, without the prior written consent of the other Party, which will not be unreasonably withheld. Each Party’s respective indemnification obligations do not apply to the extent any claim, loss, expense or the like is caused by the Party seeking indemnification or its subsidiaries, affiliates, shareholders, directors, officers, employees or agents, or arises as a result of such Party’s breach of the Agreement.

8. LIMITATION OF LIABILITY

8.1 Terms and ConditionsTerms and ConditionsSubject to Section 9.4, in no event will a Party be liable to the other Party for any: (i) indirect, special, exemplary, incidental or consequential damages; or (ii) direct or indirect damages arising from loss of business, data, profits, or goodwill, in each case, whether arising out of contract (including under an indemnity), tort (including negligence), statute, strict liability or otherwise, resulting from or related to the Engagement, whether or not such Party knew or should have known of the possibility of any such damages.

8.2 Subject to Sections 9.2 and 9.4, under no circumstances will BCG’s aggregate liability to Company for any and all claims, including third party claims, or Losses arising from or in connection with or relating to the Engagement, whether in contract (including under an indemnity), tort (including negligence), strict liability, statute or otherwise, exceed an amount equal to the Fees paid by Company to BCG for the Service or Deliverable that gave rise to the claim.

8.3 Notwithstanding anything else to the contrary, in respect of a defaulting Party, nothing in these Terms limits or excludes liability for: (i) personal injury or death caused by the defaulting Party’s negligence; (ii) fraud; or (iii) any matter for which it would be illegal to exclude or limit liability. Nothing herein limits Company’s obligation to pay the Fees for Services performed.

9. Terms to be complied by Company Trainees – Company shall procure on behalf of its each Trainees that the Trainees shall be bound by the online terms and conditions as provided separately to the Company. Company agrees that Company shall be liable for any acts or omissions of its Trainees. Parties agrees that BCG shall not be liable for any claims from Company’s Trainees.

10. GENERAL PROVISIONS

10.1 Diversity. BCG believes that diversity contributes to excellence. As a matter of policy, BCG staffs its teams with an appropriate mix of consultants from its offices around the world, without regard to gender, race, sexual orientation, religion or other protected class or characteristics.

10.2 Compliance with Law. BCG will comply with all BCG Laws. Company will comply with all Company Laws and will operate and utilize the Services and Deliverables in a manner that complies with all such laws and regulations, including without limitation, export restriction.

10.3 Company acknowledges and agrees that BCG does not provide fairness opinions or valuations of market transactions or legal, accounting, or tax advice. Company agrees that it will retain its own experts in these disciplines as it deems necessary

10.4 Dispute Resolution. If a dispute arises out of or in connection with the Engagement, a Party will be entitled to refer the dispute by written notice (“Dispute Notice”) for resolution by the Parties’ respective project managers who will meet to resolve the dispute within 15 business days of the date of such Dispute Notice. If the Parties fail to resolve the dispute within 15 business days of the date of the Dispute Notice, the dispute will then be automatically referred to a senior representative of each Party, who will meet to resolve the dispute within 30 business days of the date of the Dispute Notice. If the dispute cannot be resolved in accordance with this Section within 30 business days of the date of the Dispute Notice, either Party will be entitled to refer the dispute to a mediation provider agreed by the Parties, such mediation to be held as soon as possible but in any event within two months of the date of the Dispute Notice unless otherwise agreed between the Parties. If the Dispute is not resolved within three months of the date of the Dispute Notice, then either Party may start proceedings in accordance with Section 10.7. Nothing in the Agreement limits or in any way restricts the ability of a Party to seek injunctive relief in a court or other judicial body.

10.5 No Publicity. No Party will make any public announcement or press release regarding the Engagement or Services performed without the prior written consent of the other Party; provided, however, BCG has the right to refer to Company as a client of BCG for promotional purposes.

10.6 Governing Law. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The number of arbitrators shall be three. Each party shall nominate an arbitrator to the SIAC. The Chair shall be nominated by the party-nominated arbitrators. The seat, or legal place, of arbitration shall be Singapore. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of Singapore.

10.7 Severability. The provisions of the Agreement will be deemed severable, and the invalidity or unenforceability of any one or more of its provisions will not affect the validity and enforceability of its other provisions. If any provision is held to be invalid, void, or unenforceable, the remaining provisions will continue in full force. In lieu of any invalid provision, a substitute provision will apply retroactively which comes as close as legally and commercially possible to the intent which the Parties had or would have had, according to the spirit and purpose of the Agreement.

10.8 Notices. All Notices required or permitted under the Agreement will be in writing, reference the Terms and Conditions and will be delivered to the Parties at the addresses referenced in the Terms and Conditions: (a) by hand (and will be deemed to have been received on signature of a delivery receipt or at the time the Notice is left at the proper address); or (b) by certified mail or deposit with a nationally recognized overnight carrier (and will be deemed delivered at 9.00am on the second business day after depositing or, if earlier, the time recorded by the mail service); or (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

10.9 Relationship of the Parties. BCG is an independent contractor. Nothing in the Agreement will be interpreted or construed as creating or evidencing any partnership or agency between the Parties or as imposing any partnership or agency obligation or liability upon any Party. No Party is authorized to enter into or incur any agreement, commitment, obligation, or liability in the name of, or on behalf of, the other Party.

10.10 Third Party Beneficiaries. The Agreement exists solely for the benefit of the Parties to the Terms and Conditions. Only a Party, or in the case of BCG its Affiliates, may enforce the terms of the Agreement in respect of the relevant Engagement. The Parties to the Terms and Conditions do not intend to confer any right or benefit in connection with the Terms and Conditions on any third party, and The Contracts (Rights of Third Parties) Act (Cap 53B) of Singapore shall not apply to the Agreement, except that a Party’s Affiliates can enforce their rights to be indemnified pursuant to sections 8.2 and 8.3.

10.11 Waiver. The delay or failure of a Party to insist upon or enforce the other Party’s strict performance of any provision herein, or to exercise any right or remedy under the Agreement, will not be interpreted or construed as a waiver of that Party’s right to assert or rely upon any such provision, right or remedy in that, or any other, instance.

10.12 Force Majeure. Except for the obligation to pay the applicable Fees when due, no Party will be liable to any other Party for failure or delay in performance caused by a Force Majeure Event, and such failure or delay will not constitute a material breach of the Agreement.

10.13 Survival. All provisions of the Agreement which are by their nature intended to survive the expiration or termination of the Engagement will survive, including but not limited to Sections 2.3 (Effect of Termination), 3 (Intellectual Property Rights), 5 (Fees and Payment), 6 (Confidentiality), 8 (Indemnity), 9 (Limitation of Liability), 10.3 (Dispute Resolution), 10.5 (No Publicity), 10.6 (Restrictions on Personnel), 10.7 (Governing Law), 10.8 (Severability), 10.9 (Notices), 10.11 (third party Beneficiaries), 10.12 (Waiver), 10.14 (Survival) and 10.15 (Remedies Cumulative).

10.14 Remedies Cumulative. Except as otherwise provided in the Agreement, the remedies specifically provided for herein are intended to be cumulative and will not be deemed to exclude any other right or remedy that a Party may have at law or in equity.

10.15 Assignment. A Party may assign its rights under the Agreement to any person or entity in connection with a merger, acquisition or sale of all or substantially all of its assets to which the Agreement pertains, provided that, in the case of an assignment by Company, Company is not permitted to assign such rights to a competitor of BCG. BCG is expressly permitted to assign its rights under the Agreement to any of its Affiliates. Except as specifically provided in this section, no Party will voluntarily, by operation of law, or otherwise, assign any rights or delegate any obligations under the Agreement, other than the right to receive payments, without the prior written consent of the other Party, and any attempt to do so is void. The Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

10.16 Entire Agreement. The Terms and Conditions signed by the Parties, these Terms, and any mutually agreed schedules, contain the entire agreement and understanding by and between the Parties with respect to the Engagement to the exclusion of all other terms, including, but not limited to, any purchase order or other standard terms of Company. No prior representations, promises, agreements, or understandings, whether written or oral, will be of any force or effect. No change or amendment is binding on any Party unless in writing and signed by the Parties. In the event of conflict between these Terms and the Terms and Conditions, the provisions of these Terms will prevail, unless expressly varied in the Terms and Conditions.

10.17 Counterparts. The Parties agree that the Terms and Conditions may be executed in counterparts, each of which will be deemed an original, but which together constitute one and the same instrument.

10.18 Interpretation. There is no rule of interpretation against the drafter in drafting these Terms. Both Parties acknowledge they have had ample time to review and negotiate the Terms and have had the opportunity to review the Terms with their respective legal advisers.