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EXHIBIT 6.8
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made on the 24TH day of JULY, 2000
BETWEEN
(1) SR SINGAPORE PTE LTD, of XX 0, XXXXXXX XXX, #00-00/00, XXXXXXXXX 000000
(referred to hereinafter as the "CONTRACTOR")
AND
(2) DEUTSCHE BANK AG, of 0 Xxxxxxx Xxx, XXX Xxxxx 0, #00-00, Xxxxxxxxx
000000 (hereinafter referred to as the "BANK").
NOW IT IS AGREED THAT:
1. DEFINITIONS AND INTERPRETATION
1.1 "ACKNOWLEDGEMENT" means the "ACKNOWLEDGEMENT AND UNDERTAKING IN
RELATION TO CONFIDENTIALITY AND INTELLECTUAL PROPERTY" (attached hereto
as Annex A and B) and such other supplemental undertaking that the Bank
may require from time to time.
1.2 "NORMAL WORKING DAYS" means the normal working days of the Bank or the
entity (where services are required to be provided under this
Agreement).
1.3 "NORMAL WORKING HOURS" means the normal working hours of the Bank or
the entity (where services are required to be provided under this
Agreement).
1.4 "PROFESSIONAL" means each person to be provided by the Contractor to
the Bank, as listed in Schedule A.
1.5 "SCHEDULE" means a schedule to this Agreement (including any schedule
that may replace another schedule from time to time by mutual agreement
between the parties hereto).
1.6 "SCOPE OF SERVICES" means the scope of services to be provided by the
Contractor to the Bank under this Agreement, as described in Schedule
B.
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1.7 Each Schedule shall form a part of this Agreement and the expression
"Agreement" shall include each such Schedule.
2 DUTIES OF THE CONTRACTOR AND EACH PROFESSIONAL
2.1 The Contractor undertakes to provide to the Bank (promptly and as &
when required by the Bank) the services of one or more Professionals
for the purpose of supporting the Bank's information technology,
computer and/or software related projects/services in accordance with
and subject to the terms of this Agreement.
2.2 The Contractor warrants that each Professional shall have the necessary
qualification, skill and experience to perform as per this Agreement
and shall be proficient in both written and spoken English.
2.3 The Contractor warrants that it will ensure that each Professional will
perform his/her obligations under this Agreement and that it will be
responsible for any breach by each Professional of such obligations.
2.4 Each Professional shall:
2.4.1 Use his/her best efforts, skills and care to provide the
services as required by the Bank, observe the terms in this
Agreement and complete each job within the time frame that may
be prescribed by the Bank;
2.4.2 Provide such services at the premises of the Bank or of such
entity(ies) as the Bank may specify from time to time
(including the Bank's subsidiaries);
2.4.3 Provide such services to the Bank during the prevailing Normal
Working Days and Normal Working Hours (currently Monday to
Friday, between 9am and 6pm), and such other days/hours as may
be necessary in order to meet the requirements of the Bank;
2.4.4 Report to and be subject to the direction of the Bank while
he/she is performing his/her obligations under this Agreement;
2.4.5 Keep a time sheet in such form as required by the Bank to
record all time spent in performing his/her obligations under
this Agreement and have the entries therein countersigned by
the person(s) designated by the Bank for that purpose;
2.4.6 Allow duly authorised representatives of the Bank to inspect
the said time sheet and to verify the entries therein at any
time.
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2.5 The Contractor shall, and will ensure that each Professional shall,
observe and comply with all applicable laws and the Bank's relevant
procedures, guidelines & standards (including those relating to dress
code, conduct, security and restricted areas).
3 TERM OF AGREEMENT
This Agreement will, unless earlier terminated pursuant to the terms of
this Agreement, be in effect for the period as stated in Schedule C.
4 FEES, EXPENSES AND BENEFITS
4.1 In consideration of the services to be rendered by a Professional under
this Agreement, the Bank shall pay to the Contractor a FEE as set out
in Schedule D for the period (which may be calculated on a monthly,
daily or other basis) in which services have been rendered by that
Professional.
If for any reason that Professional shall fail to provide services
during the aforesaid period or any part thereof, the Bank shall be
entitled to a proportionate deduction in the fee payable.
4.2 Where a Professional is required to perform services outside Singapore,
the Bank will bear his/her reasonable overseas TRAVELLING EXPENSES in
accordance with the Bank's prevailing travelling expenses guidelines
applicable to an employee who is comparable to that Professional in
terms of the levels of qualification, seniority and relevant
experience.
4.3 On the 1st day of each month, the Contractor shall forward its INVOICE
to the Bank for payment of the (a) fee due in respect of the preceding
month and (b) expenses incurred in the preceding month, which invoice
should show the breakdown for each Professional. Such invoice must be
supported by the relevant time sheet and such documentary evidence as
the Bank shall reasonably require. Subject to the invoice being in
order, the Bank will make payment to the Contractor within thirty days
from the date of the Bank's receipt of the invoice and the supporting
documents.
4.4 Each Professional shall be entitled to such number of days of LEAVE as
stated in Schedule E, provided that the consumption of each day of
leave shall be subject to the approval of the Bank.
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4.5 The Bank shall provide the normal basic OFFICE FACILITIES for the use
of each Professional.
4.6 No other expenses, charges, costs, fees, remuneration or benefits of
any kind shall be claimed by the Contractor or a Professional other
than those expressly set out in this Agreement.
5 REPRESENTATION
The Contractor represents that it has the power and approval to enter
into this Agreement and that its obligations under this Agreement shall
be legal, binding and enforceable against it.
6 NON-EMPLOYEE
6.1 Each Professional shall not be considered as the Bank's employee.
6.2 The Contractor shall be solely responsible, among other things, for:
6.2.1 The salary, over-time pay, allowance, bonus, Central Provident
Fund (or other statutory) contribution, workmen, travel & any
other insurance coverage, and medical/hospitalisation expenses
of each Professional;
6.2.2 The visas, work permits and any government permits/documents
that may be required for each Professional to perform the
required services (whether in Singapore or elsewhere);
6.2.3 The acts, performance and good behaviour of each Professional.
7 OTHER EMPLOYMENT
7.1 The Contractor shall ensure that so long as this Agreement is still in
effect, each Professional shall not engage in any other business or
work without first obtaining the written consent of the Bank.
7.2 The Bank undertakes that it will not employ a Professional as its
employee (whether on a full or part time basis) except in any of the
following situations:
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7.2.1 Where such employment is to commence after the date which is
one month from the date of termination of that Professional's
appointment under this Agreement.
7.2.2 Upon payment to the Contractor of an amount equivalent to the
fee payable for the services of that Professional (as per the
terms of this Agreement) for the one month period immediately
preceding the termination of that Professional's appointment
under this Agreement.
8 CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS
The Contractor shall, and will ensure that each Professional shall,
execute and deliver to the Bank the Acknowledgement.
9 INDEMNITY
The Contractor shall indemnify the Bank against all expenses, claims,
damages, liabilities and losses ("LOSSES") which the Bank may suffer or
incur (whether directly or indirectly) in connection with this
Agreement or any act of the Contractor (including that of each
Professional), save where such Losses are due to the fault of the Bank.
10 TERMINATION
10.1 This Agreement, and/or the appointment of any Professional, may be
terminated at any time by either party giving at least 30 days written
notice to the other.
10.2 This Agreement may be terminated immediately by written notice in any
of the following events:
10.2.1 by the non-defaulting party if the other party commits a
breach of any provision of this Agreement and such breach (if
capable of being remedied) is not remedied within five days
after written notice thereof has been given to the defaulting
party;
10.2.2 by the Bank if the Contractor or any Professional commits a
breach of any provision of the Acknowledgement and such breach
(if capable of being remedied) is not remedied within five
days after written notice thereof has been given to the
Contractor or that Professional;
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10.2.3 by the other party if one party shall enter into liquidation
(not being a voluntary liquidation for the purpose of
amalgamation or reconstruction) or have a receiver, liquidator
or other similar officer appointed over it or its assets;
10.2.4 by the Bank if the Contractor is unable to perform to the
satisfaction of the Bank any of the services under this
Agreement (provided that five days notice of such
unsatisfactory performance has been given to the Contractor).
Upon termination of this Agreement, the appointment of each
professional shall also be deemed to be terminated simultaneously.
10.3 The appointment of any Professional may be terminated immediately by
the Bank by written notice in any of the following events:
10.3.1 if that Professional is unable to perform to the satisfaction
of the Bank any of the services under this Agreement (provided
that five days notice of such unsatisfactory performance has
been given to the Contractor);
10.3.2 if that Professional by reason of illness, incapacity or
otherwise, is prevented from providing the required services
for a period of five or more working days, or if that
Professional has passed away;
10.3.3 if that Professional is guilty of any act of negligence or
misconduct in the provision of services under this Agreement.
10.4 Upon termination of (i) this Agreement or (ii) the appointment of a
Professional (as the case may be):
10.4.1 all materials, works, documents, equipments or things (a)
belonging to the Bank or (b) to be returned to the Bank
pursuant to the terms of this Agreement or Acknowledgement,
shall be returned in good order by the Contractor and each
(or, as the case may be, that particular) Professional;
10.4.2 the Contractor shall be entitled to payment of fees and
expenses (pursuant to the terms of this Agreement) for
services rendered up to the date of termination only, without
prejudice to any right or remedy which may have accrued to
either party before the date of termination.
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11 ASSIGNMENT
This Agreement shall be binding on the successors and permitted assigns
of the parties hereto, provided that neither party shall transfer or
assign any of its rights or liabilities under this Agreement except
with the prior written consent of the other party.
12. AMENDMENT
This Agreement may only be amended by written agreement between the
parties hereto.
13. RELATIONSHIP BETWEEN THE PARTIES HERETO
The legal relationship of the parties shall be that of independent
contractors. Nothing in this Agreement shall purport to constitute the
Contractor a partner or agent of the Bank and the Contractor shall not
represent itself as such or as having authority to act on behalf of the
Bank.
14. NOTICES
Any notice or communication shall be in writing and may be sent by hand
or registered mail to the above mentioned address (or such other
address as may be notified by one party to the other in the aforesaid
manner).
15. GOVERNING LAW
This Agreement shall be governed by the laws of Singapore and the
parties hereto submit to the non-exclusive jurisdiction of the courts
of Singapore.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date
above written.
SIGNED for and on behalf of
SR SINGAPORE PTE LTD
................................... ....................................
Name: Vijaya Lachimi Name: X.X.Xxxxxxxxxxx
Title: Director Title: Head- Administration & HR
SIGNED for and on behalf of Deutsche Bank AG:
.................................... ....................................
Name: Name:
Title: Title:
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