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EXHIBIT 6.9
[HP LOGO] HP Professional Services Agreement
INVENT HPSS/SLN/2001-01
AGREEMENT NO HPSS/SLN/2001-01
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
HEWLETT-PACKARD SINGAPORE (SALES) PTE LTD
(HP CONSULTING)
AND
SOLUTIONNET (AP) PTE LTD
DATE : 6 JULY 2001
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[HP LOGO] HP Professional Services Agreement
INVENT HPSS/SLN/2001-01
PROFESSIONAL SERVICES AGREEMENT
This Services Agreement (hereinafter referred to as "this Agreement") is made on
1 July 2001 between SolutionNet (AP) Pte Ltd, a company incorporated in
Singapore and having its registered office at 0 Xxxxxxx Xxx #00-00/00 Xxxxxxxxx
000000 (hereinafter referred to as "Contractor") and Hewlett-Packard Singapore
(Sales) Pte Ltd having its registered office at 000 Xxxxxxxxx Xxxx, Xxxxxxxxx
000000 (hereinafter referred to as "HP").
Whereas HP is desirous of contracting suitably trained personnel with experience
in software development from Contractor to work in Singapore and Contractor
agrees to second its trained personnel to HP.
NOW THEREFORE, in consideration of the promises and covenants contained herein
the parties hereto have agreed and hereby do agree as follows:
1. DUTIES OF CONTRACTOR
Contractor undertakes to perform the services (hereinafter called the
"Services"), which include the following:
(a) Contractor shall second its personnel (hereinafter referred to as
"Contractor's Staff") to work with HP during the term of this Agreement. The
name of the personnel, position, place of assignment, period of assignment,
professional service fees, duties and responsibilities of the Contractor's Staff
are set out in the relevant Purchase Order in Schedule A, which shall form an
integral part of this Agreement. Contractor and HP will sign a separate Purchase
Order for each project, which will be incorporated by reference into this
Agreement upon execution by the parties.
b) Contractor shall be responsible for the accommodation, welfare, medical
examination/treatment and repatriation of all Contractor's Staff assigned, at
its own cost.
c) Contractor shall ensure that Contractor's Staff seconded to HP are suitably
qualified with the necessary expertise and experience required by HP and that
Contractor's Staff shall not engage in any work for or with any other party
during the term of the relevant Purchase Order.
d) Contractor shall ensure that Contractor's Staff seconded to HP shall report
to work for the period mutually agreed to between Contractor and HP and that
Contractor's Staff abide by the code of conduct and work hours stipulated in
this Agreement. In the event that a Contractor's Staff could not be seconded for
the entire agreed period, Contractor shall give one (1) month written notice to
HP before the said staff shall cease work, failing which Contractor shall
compensate HP a sum equivalent to one (1) month's professional fees of the said
staff.
e) Contractor shall at its own cost provide for all necessary insurance
including but not limited to medical, accident and liability insurance for the
assigned Contractor's Staff.
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f) Contractor shall provide backup services to HP including counselling of
Contractor's Staff and replacement of such Contractor's Staff as and when
required by HP.
g) Contractor shall ensure that its staff possesses valid employment pass to
work prior to the said staff being seconded to HP. Contractor undertakes to
comply with all applicable regulations imposed by the authorities.
h) Contractor undertakes to pay any applicable levy and contributions required
by law.
i) Contractor shall be responsible for the payment of any corporate, income
taxes, levies, duties and any other sums as may be charged by the authorities.
j) Contractor shall ensure that Contractor's Staff undergo all necessary
pre-employment medical examinations including but not limited to medical
examinations for tuberculosis, at its own cost. As a condition precedent to the
commencement of work hereunder, Contractor shall furnish HP with a copy of such
medical report for Contractor's Staff seconded to HP.
k) Contractor shall provide the above Services in accordance with the terms and
conditions of Purchase Orders to be issued from time to time by HP and accepted
by Contractor. Such Purchase Orders shall constitute the only authorization for
Contractor to commence provision of the Services.
l) During the term of this Agreement, HP may lend HP equipment to the Contractor
for use in performing the services. The equipment shall be returned upon the
completion of the services or earlier upon request by HP. If required by HP, the
aforesaid loan of equipment shall be documented in a separate equipment loan
agreement.
m) Contractor's Staff is required to sign the confidentiality disclosure
agreement attached herein as Schedule C.
2. TERM
This Agreement shall commence on the Effective Date and expires on 5 January
2002 unless otherwise extended by mutual agreement of the Parties hereto or
terminated in accordance to the terms set forth in this Agreement.
3. REPLACEMENT
(a) If HP is of the opinion that a Contractor's Staff is unable to provide the
services specified in the Purchase Order, or has misconducted himself, or is
incompetent, negligent or unsatisfactory in any way, HP reserves the right to
forthwith terminate the service of the said staff. In such event, Contractor
shall find suitable and immediate replacement, if so required by HP. HP shall
not unreasonably exercise its rights under this clause.
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(b) In the event that a Contractor's Staff seconded to HP fails to report for
work, HP reserves the right to forthwith terminate the service of the said
staff. Contractor shall be liable to find immediate and suitable replacement for
HP, if so required by HP.
(c) HP shall have the right to require Contractor, by giving Contractor notice
in writing, to replace any of the Contractor's Staff with a suitable replacement
acceptable to HP in any of the above and following circumstances:
(i) if the Contractor's Staff shall by reason of illness or incapacity
be prevented from carrying out his duties for a period of seven (7) or
more days;
(ii) if HP's medical advisor is of the opinion that the said
Contractor's Staff is likely to be so prevented for a period of seven
(7) or more days.
(d) In the event HP exercises its rights in accordance with the provisions
of this clause, Contractor shall provide the replacement(s), at its own
expense within fourteen (14) days of receipt of the aforementioned
written notice from HP.
(e) Fees for the services of the Contractor's Staff who will be or has been
replaced, will be charged and due in full for all work performed.
(f) If the Contractor fails to provide a suitable replacement(s) to HP
fourteen (14) days after of receipt of the aforesaid written notice,
Contractor shall be liable to pay HP liquidated damages of 1% of the
monthly professional fees calculated on a daily basis until such time
when a suitable replacement is found and accepted by HP provided always
that the Contractor's liability for liquidated damages under this
clause shall not exceed ten (10) per cent of the monthly professional
fees per incident. Such remedy shall be in addition to other rights HP
may have under the Agreement or at law. If the Contractor fails to
provide a suitable replacement(s) to HP twenty-four (24) days after
receipt of the aforesaid written notice, HP may terminate the Purchase
Order or this Agreement forthwith.
4. WORKING CONDITIONS AND HOURS
(a) HP shall provide adequate working facilities and a reasonable amount of
stationary, secretarial and administrative services, computing, communication
and photocopying facilities as may be reasonably required by the Contractor's
Staff at no cost to the Contractor.
(b) Contractor's Staff shall report to and be under the supervision, direction
and control of HP or any project team that the Contractor's Staff is assigned to
from time to time. The location at which the professional services are to be
provided shall be at the HP' premises or such other locations as may be
designated by HP. Contractor's Staff shall work in collaboration with the HP
management. The day to day project reporting responsibility of Contractor's
Staff shall be the Project Leader / Project Manager that the Contractor's Staff
is assigned to.
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(c) HP shall be responsible for providing Contractor's Staff with individual
time sheets, which shall be completed by the Contractor's Staff and submitted to
HP at such times to be designated by HP. The time sheets shall be the basis for
the computation, deduction or addition that may be made to the monthly fees.
(d) Contractor's Staff when carrying out their services shall comply with such
restrictions in respect of access, restricted areas, dress, conduct, safety and
working conditions as applicable to the place of work or as stipulated by HP.
(e) Except when so required by the nature of the project or HP's customers, the
working hours of the Contractor's Staff shall be from 8.30 a.m. to 5.30 p.m.
Mondays to Fridays. Contractor's Staff shall follow the gazetted public holidays
of the locality where the Services are provided.
(f) All vacation leave requests must be approved by HP. The number of leave-days
taken shall be deducted accordingly from the monthly fee payable on a pro-rata
basis.
(g) Upon completion by the Contractor's Staff of the work duration specified in
the Purchase Order, HP and Contractor may elect to extend the term of the
Contractor's Staff assignment on the same terms and conditions.
5. CONFIDENTIALITY
(a) All information (which includes Information communicated by HP or any of its
customers to Contractor or Contractor's Staff, or information howsoever acquired
by Contractor or Contractor's Staff in relation to HP including but not limited
to its customers, documents, operations, accounts, the works, whether or not
acquired during the course of work) shall be strictly confidential and shall not
be disclosed in any manner or form by Contractor or Contractor's Staff to any
other person or entity. The provisions of this Clause shall survive the
termination of this Agreement.
(b) In providing services under this Agreement, Contractor understands that HP
does not wish to receive from Contractor any information which may be considered
confidential and/or proprietary to Contractor and/or to any third party.
(c) Contractor represents and warrants that any information disclosed by
Contractor to HP is not confidential and/or proprietary and/or to any third
party.
(d) Contractor shall sign the Information Assets Access Agreement attached
herein as Schedule B.
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6. PAYMENT
(a) HP shall pay Contractor for services under this Agreement in accordance with
fees specified in Purchase Order(s) issued hereunder by HP and accepted by
Contractor.
(b) If Contractor's Staff do not work the full month, the monthly fees payable
to the Contractor shall be prorated using the formula:
Number of working days worked in the month X Monthly fees
------------------------------------------
Total number of working days in the month
(c) The fees for the Contractor's Staff as specified in the Purchase Order(s)
are fixed and shall not be varied save as may be provided in the Purchase Order.
No other charges such as hospitalization insurance, medical claims, Central
Provident Fund, airfare & accommodation, etc. shall be claimed from HP in
respect of the Contractor's Staff.
(d) HP shall bear the cost of specialized product training or other training if
required by HP or the project team that the Contractor's Staff is assigned to
unless otherwise agreed.
(e) Except otherwise agreed by HP, HP is not responsible for any local travel or
other expenses of Contractor or Contractor's Staff. If HP, or the project team
he is assigned to, requires Contractor's Staff to make any overseas travel, HP
will only pay for (1) accommodation and (2) the transportation costs for
official purposes. The Contractor's Staff shall comply with the terms for
overseas travel of HP.
(f) Contractor shall submit to HP an official invoice on the last working day of
each month for the payment of the fees for Contractor's Staff.
(g) Payment of each invoice shall be made by HP within thirty (30) days of the
date of receipt.
7. INTELLECTUAL PROPERTY RIGHTS
(a) "Work Product" means models, devices, reports, computer programs, tooling,
schematics and other diagrams, instructional materials and anything else
Contractor and/or its staff produce in connection with this Agreement. All Work
Product will belong to HP. Contractor and/or its staff will deliver all Work
Product to HP upon completion of services or upon request by HP.
(b) Inventions: Contractor shall and shall cause its staff to promptly disclose
to HP any inventions made in connection with this Agreement. HP will own all
intellectual property rights in such inventions. Contractor shall and shall
cause its staff to sign any necessary documents and will otherwise assist HP, at
HP's expense, in obtaining patents or mask work registrations and otherwise
protecting such inventions in any country
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(c) Works of Authorship: The Contractor shall and shall cause its staff to
promptly disclose to HP any works of authorship created in connection with this
Agreement, and the Contractor shall and shall cause its staff to assign to HP
all copyrights in such works. To the extent permitted by law the Contractor
and/or its staff waive any moral rights such as the right to be named as author,
the right to modify, the right to prevent mutilation and the right to prevent
commercial exploitation, whether arising under the Berne Convention or
otherwise. The Contractor and/or its staff will sign any necessary documents and
will otherwise assist HP, at HP's expense, in registering HP's copyrights and
otherwise protecting HP rights in such works in any country.
(d) Pre-existing Intellectual Property:
(i) "Pre-existing Intellectual Property" means any trade secret,
invention, work of authorship, mask work or protectable design that has
already been conceived or developed by anyone other than HP before
Contractor and/or its staff render any services under this Agreement.
(ii) Contractor and/or its staff will not use any Pre-Existing
Intellectual Property in connection with this Agreement unless
Contractor and/or its staff has the right to use it for HP's benefit.
If Contractor and/or its staff is not the owner of such Pre-Existing
Intellectual Property, Contractor and/or its staff will obtain from the
owner any rights necessary to enable the Contractor and/or its staff to
comply with this Agreement.
(iii) If the Contractor and/or its staff uses any Pre-existing
Intellectual Property in connection with this Agreement, Contractor
and/or its staff grant HP a non-exclusive, royalty-free, worldwide,
perpetual license to make, have made, sell, use, reproduce, modify,
adapt, display, distribute, make other versions of, and disclose the
Property and to sublicense others to do these things.
(e) The Contractor and/or its staff will give HP notice immediately if at any
time the Contractor and/or its staff know or reasonably should know of any third
party claim to any intellectual property provided by the Contractor and/or its
staff to HP pursuant to this Agreement. The Contractor and/or its staff will
indemnify and hold harmless HP from liability arising from HP's use of such
intellectual property.
(f) Continuing Obligations: The obligations under these "Intellectual Property"
clauses continue perpetually and do not terminate upon completion of the
services herein.
8. DESIGNATED OFFICERS
HP and Contractor shall each from time to time appoint in writing one (1)
designated officer to be responsible for feedback and communication between
Contractor and HP. The designated officers are:
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INVENT HPSS/SLN/2001-01
FOR HPSS : FOR CONTRACTOR:
------------------------------------------------------------------------------
Name : Moo Xxxx Xx Name: Xxxx Xxxxx
Designation : Workforce Partner Manager Designation: Sales Manager
Tel No: x00-000-0000 Tel No : 0000000 x 123
Fax No : x00-000-0000 Fax No : 0000000
Address : 000 Xxxxxxxxx Xxxx, Xxxxxxx : 0 Xxxxxxx Xxx
Xxxxxxxxx 000000 #22-06/09
Xxxxxxxxx 000000
9. NOTICES
a) Notices under this agreement may be delivered by hand, registered mail,
or by fax to the addresses and numbers specified in Clause 8.
b) Notices from the one party to the second party shall be deemed served
by the first party, if sent by prepaid post to the second party's
address stated herein, on the next business day after posting, and if
sent by fax, upon receipt of answer-back and upon completion of
transmission respectively.
10. NON-ASSIGNMENT
Contractor shall not assign the benefits of this Agreement or subcontract or
otherwise arrange for another party to discharge any of Contractor's obligations
under this Agreement without HP's prior written consent.
11. TERMINATION
(a) This Agreement may be terminated in any of the following events:
(i) by the non-defaulting Party if the other Party commits a breach
of this Agreement and such breach is not remedied within seven
(7) days after written notice of such breach is given to the
defaulting party; or
(ii) if the other Party shall enter into liquidation whether
compulsory or voluntary (not being a voluntary liquidation for
the purpose of amalgamation or reconstruction) or have a
receiver appointed for any of its assets or shall make any
assignment for the benefit of its creditors or any of them or
take or suffer any similar action.
(b) In the event of cancellation, termination or expiration of any Purchase
Order(s) issued hereunder, all work being performed thereunder in Contractor's
Staff possession shall be forwarded to HP, and HP shall make payment at the
specified rates for the satisfactory services performed up to the effective date
of cancellation, termination and expiration.
(c) HP shall have the right to terminate a Purchase Order or this Agreement
without assigning any reason at any time by giving Contractor thirty (30) days
prior written notice. On
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termination, the parties shall negotiate in good faith to determine the
equitable allocation of any payments already made or due under a Purchase Order
or this Agreement.
(d) Contractor shall upon the termination of this Agreement for whatever reason,
immediately deliver up to HP all correspondence, documents, specifications,
papers and all materials belonging to HP which may be in the possession control
of Contractor and/or its Staff.
12. INDEPENDENT CONTRACTOR
Contractor is not authorized or empowered by this Agreement to act as an agent
of HP. Contractor shall act as an independent contractor within the scope of
those activities expressly provided under this Agreement. It is hereby
understood and agreed that Contractor shall have no power of authority hereunder
to negotiate or enter into any contract, agreement, bond or other instrument or
undertaking whatsoever for and on behalf of HP or to acknowledge, deliver,
cancel, revoke, vary, amend or otherwise effect any of the same.
Nothing in this Agreement shall constitute or be construed to constitute or tend
to establish a partnership or agency between HP and Contractor for any purpose
whatsoever, and neither party shall be liable in any way for any promise,
engagement, obligation, contract, debt, warranty or representation of the other
party, or for any wilful or negligent act or omission by or on the part of such
other party.
13. INDEMNITY
The Contractor shall indemnify HP and keep HP fully and effectively indemnified
against any and all losses, claims, damages, costs, charges, expenses,
liabilities, demands, proceedings and actions which HP may sustain or incur or
which may be brought or established against it by any person and which in any
case arise out of or in relation to or by reason of:
(1) the negligence, recklessness or wilful misconduct of the Contractor and/or
its staff in the provision of the Services;
(2) any unauthorised act or omission of the Contractor and/or its staff; or
(3) any claim that may be made by any competent authority against HP in respect
of any income tax, national insurance or similar contributions or any other
taxation, in each case relating to the Contractor's Services under this
Agreement.
The Contractor also agree to indemnify HP against any damages or increase in
costs incurred by HP to replace any Contractor's Staff who resigns or is unable
for any reason to continue work during a Purchase Order issued by HP.
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14. EMPLOYER-EMPLOYEE RELATIONSHIP
Nothing in this Agreement shall be construed or have effect as constituting any
relationship of employer and employee between HP and Contractor Staff.
Contractor's Staff assigned to HP during the term of this Agreement shall not be
covered by any employee benefit plans maintained by HP, or any of its
subsidiaries or affiliates.
15. NON-COMPETITION
During this Agreement and for a period of one (1) years after the provision of
services by the Contractor's Staff as specified in the last Purchase Order
issued by HP pursuant to this Agreement, Contractor agrees not to compete with
HP in quoting, tendering or offering services or solutions - whether by itself
or with other firms, directly or indirectly - to existing customers of HP if the
Contractor's Staff are already working on or will be assigned to any of HP'
projects with these customers.
16. GOVERNING LAW
This Agreement shall be governed by Laws of the Republic of Singapore and the
parties hereby irrevocably submit to the non-exclusive jurisdiction of the
Courts of the Republic of Singapore.
17. APPLICABLE TAXES
The professional service fees set forth in Schedule A are: (1) exclusive of any
Goods and Services Tax (GST), (2) inclusive of any service tax and other
applicable duties, taxes and charges that are imposed by the Government of
Singapore during the term of this Agreement. In no event shall HP be held
responsible for the tax liability of Contractor or Contractor's Staff.
Contractor authorises HP to make deductions from the amounts to be paid to
Contractor pursuant to this Agreement and to remit to any governmental authority
any amount on account of withholding taxes or any other taxes or levies of any
kind if required under any applicable law.
18. GOVERNING LANGUAGE
This Agreement is in English Language only, which language shall be controlling
in all respects. No translation, if any, of this Agreement into any other
language shall be of any force or effect in the interpretation of this Agreement
in determination of the intent of either party hereto.
19. SEVERABILITY
If any provision of this Agreement shall be declared void, the validity of any
other provisions and of the entire Agreement shall not be affected thereby.
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20. NON-WAIVER
Any failure of either party to enforce at any time, or for any period of time,
any of the provisions of this Agreement or any right with respect thereto or to
exercise any option herein provided, shall not constitute a waiver or such
provision, rights or options or in any way affect validity of this Agreement.
21. COMPLETE AGREEMENT
The provisions herein contained including the annexure herein, set forth the
entire agreement between the parties with respect to the subject matter hereof
and supersede all previous communications, representations or agreements,
whether oral or written, with respect to the subject matter hereof, and no
addition to or modification of this Agreement shall be binding upon either party
unless reduced in writing and duly execute by the parties hereto in the same
manner as the execution of this Agreement.
The parties agree and understand all provisions herein and have hereunto set
their hands.
Accepted: Accepted :
HEWLETT-PACKARD SINGAPORE SOLUTIONNET (AP) PTE LTD
(SALES) PRIVATE LIMITED
------------------------------- -----------------------------
Name : Xxxxx Xxxxx Name : Xxxx Xxxxx
Designation : HPC Operations Designation : Sales Manager
Manager
Company Stamp : Company Stamp
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