TERMS AND CONDITIONS

PURCHASE ORDER

1. Ownership / License: Purchaser is acting as agent for the client named on the Order (the “Client”). Supplier is acting as an independent contractor, and all materials created under the Order, including without limitation all literary, dramatic, musical or artistic work, sound recordings, films, broadcasts, programmes, layouts, photographs, scripts, ideas, concepts, characters, specifications, graphics, films, software and other property or materials furnished hereunder (the “Materials”), are specially commissioned for, but not limited to, inclusion in advertising and/or commercial materials for Client. Subject solely to the limitations specifically set forth on the Order (if any), all Materials shall be deemed to be works commissioned by Client and will be and remain the absolute and exclusive property of Client, its successors and assigns, in perpetuity, notwithstanding anything to the contrary in the Copyright Act (Cap. 63) of Singapore. Supplier further agrees to execute and cause others who in any way contribute to the creation of the Materials to execute all further documents that, in the judgment of Client and/or Purchaser, are required or useful to establish, protect or enforce the rights herein granted or confirmed. To the extent necessary to vest full ownership of the Materials with Client, Supplier hereby irrevocably sells, transfers, and assigns all rights, title and interest, including all existing and future copyright in and to the Materials to Client, and its successors and assigns, without limitation. Such rights include, but are not limited to: (a) ownership of all the Materials; (b) the right to use, communicate, publish, display or reproduce the Materials in advertising or for the purposes of trade or for any other purpose whatsoever; (c) the right to alter, adapt, retouch, or crop or simulate the Materials in any way; (d) the right to secure copyright in the Materials anywhere throughout the world; (e) the right to license, exploit, sell, assign, or otherwise dispose of the Materials or any of the said rights included therein for any purpose which Purchaser, Client and their assigns and licensees may see fit; and (f) any and all subsidiary rights in the Materials including characters or parts which are contained in the Materials. Without limiting the generality of the foregoing, Supplier hereby waives any and all claims of “moral rights” and other rights of any kind or nature that it has related to the Materials and hereby conveys to Client any such rights of Supplier as may exist without reservation or limitation. Supplier agrees that Purchaser shall have the right, without prior approval, to use the Materials following their publication to promote Purchaser’s services, including without limitation use on Purchaser’s website.

2. Representations and Warranties: Unless otherwise specified on the Order, Supplier hereby represents and warrants: (a) that all assignments, releases, permissions, clearances, consents and waivers (collectively, “Releases”) have been obtained, in writing, from any and all persons or companies whose name, likeness, voice, prop, costume, property or other attribute is contained in the Materials provided in connection with this Order and may be used throughout the world and in perpetuity, without limitation, and Supplier shall furnish Purchaser with a copy of such signed Releases; (b) that it has the full and unencumbered right and authority to license, sell or assign the rights herein conveyed (as applicable), or to confirm the Client’s authorship and/or ownership of the Materials, and the same may be used, published, communicated, adapted or reproduced for advertising or trade purposes, or for any other purpose whatsoever, without violating any laws or the rights of any third parties; (c) that it has not made and shall not make any disposition of any copyright or other interest in any of the Materials, whether in assignment or encumbrance, and confirms that all copyright and other rights stated herein are subject to the full and exclusive enjoyment by Client; (d) the prices specified in the Order are no less favorable than those which Supplier would be willing to offer to or accept from any other party for the services to be rendered or the goods to be sold and such prices comply in all aspects with the laws, rules and regulations relating thereto; (e) all goods and services provided hereunder will be provided in a professional manner with due care, in compliance with all laws, rules and regulations, and in accordance with all specifications; and (f) Supplier will comply with the WPP Code of Business Conduct – Supplier version in connection with the goods and/or services Supplier is providing hereunder.

3. Cancellations: Purchaser may cancel this Order at any time prior to its acceptance of the Materials or work covered by this Order, upon written notice to Supplier. In such event, unless such termination is based on Supplier’s breach, Purchaser shall be liable to pay Supplier, in lieu of the price specified in this Order, any verified direct costs incurred by Supplier in the performance of its obligations hereunder prior to such cancellation, provided always, however, that the total amount of such costs shall not exceed the price specified on the Order for those Materials that have been completed, in whole or in substantial part, by Supplier. It is agreed that time is of the essence and that Purchaser may, at its election, cancel this order or any part thereof without further obligation if this Order is not fulfilled within the time specified or, if no time is specified, within a reasonable time.

4. Early Delivery: Supplier’s signature on the Order confirms Supplier’s agreement to the terms herein. Notwithstanding the foregoing, if delivery is made prior to Supplier’s signing this Order, Supplier’s delivery of the Materials will constitute its unqualified acceptance of all the terms of this Order, including all transfer and/or assignment of copyright in the Materials to Client under Clause 1 above.

5. Order: All orders for items of products and/or services to be supplied shall be given from time to time, in writing, by the Purchaser on the Purchaser's Purchase Order form (referred to herein as “the Order"). The Order shall clearly state the details and nature of the products and/or services to be supplied and shall also state the amount, calculated at the rates specified in the Contract that shall become due to the Purchaser on the satisfactory completion of supply of all products and/or services specified on the Order. On receipt of the Order, the Supplier shall commence supply of the products and/or services referred to therein and complete the same within the deadline stipulated in the Order or on or by such date as the Purchaser shall direct. Supplier is required to issue invoice/ billing to Purchaser within 30 days upon receiving the Order.

6. Acceptance: The Materials supplied hereunder must comply with Purchaser’s specifications and are subject to Purchaser’s approval. Purchaser’s payment for the Materials shall not constitute its acceptance thereof and the Materials shall be received subject to inspection, approval and privilege of return at Supplier’s expense if not in compliance with the specifications hereof. In the event of such return, without limiting any other remedies available to Purchaser, Purchaser shall be entitled to a refund of all amounts paid. Defects are not waived by Purchaser’s failure to notify Supplier of such defects upon receipt of the Materials.

7. Assignment: This Order or any sums payable hereunder may not be assigned by Supplier without the prior written consent of Purchaser.

8. Taxes: Supplier agrees that prices quoted and shown on this Order include any and all applicable local taxes, but exclude Goods and Services Tax of Singapore (“GST”). Liability for any sales and use or similar taxes and any penalties and interest charges due on these taxes shall be Supplier’s sole responsibility. In the event Purchaser is required to pay such amounts for whatever reason, Supplier agrees to immediately reimburse Purchaser therefore.

9. Property: Any and all property of Purchaser or Client, in the possession or control of Supplier, shall be and remain the property of Purchaser or Client (as applicable), and Supplier shall be responsible for any loss or damage occurring to such property while such is in Supplier’s possession or control.

10. Books and Records: Supplier agrees to keep such books and records as shall readily disclose the basis for any charges ordinary or extraordinary billed to Purchaser under this Order, and shall make them available for examination and audit by Purchaser and/or Client or an outside auditor chosen by and paid for by Purchaser and/or Client for a period of three years after receipt by Supplier of final payment under this Order. For such period of three years, Purchaser and/or Client shall have the right to audit (i) the books and records relating to all such charges, and (ii) any other materials related to Supplier’s compliance with the terms and conditions of this Order, and Supplier, upon request of Purchaser or Client, shall make all such books and records available for such examination. If, upon such audit, Client or Purchaser shall determine that Supplier’s charges exceed the amounts properly chargeable to Purchaser or Client as the case may be, Supplier shall, without limiting Purchaser’s other available rights or remedies, promptly refund to Purchaser or Client, as appropriate, the amount of such overcharges.

11. Confidentiality: Supplier covenants and agrees that it will not, at any time, disseminate, reveal or otherwise make available to any person, or use for its own purposes, any information of a proprietary or confidential nature concerning Purchaser or Client obtained by it regarding, but not limited to, trade secrets and confidential information, advertising matters, ideas, plans, techniques and accounts, products, personal data, business, customers or methods of operation (referred to herein as “Confidential Information”), except as otherwise required in the performance of its obligations hereunder. Supplier expressly agrees that the existence and negotiation of this Order shall be considered Purchaser’s and Client’s Confidential Information subject to the restrictions contained in this provision. Prior to using the Materials for self-promotional purposes, Supplier must obtain written approval from Purchaser. Supplier further agrees to execute Purchaser’s and/or Client’s standard confidentiality agreement upon request by Purchaser. The restrictions in this clause 11 will be in addition to and without prejudice to any other duty or obligations of the Supplier as implied by law and is not exhaustive.

12. Indemnification: Supplier agrees to indemnify and hold harmless Purchaser, Client, and their respective subsidiaries, affiliates, parents, partners, officers, directors, employees, agents, assigns and licensees from and against any damages, claims, losses or expenses (including reasonable legal fees and expenses) any of them may incur or be liable for arising out of or resulting from: (a) any breach or alleged breach by Supplier of any representation or warranty made by Supplier hereunder; (b) the performance of this Order by Supplier (including but not limited to Supplier’s employees, agents, subcontractors and designees); and (c) the use or reproduction in any manner whatsoever, including advertising or trade purposes, of the Materials.

13. Limitation of Liability: IN NO EVENT SHALL PURCHASER OR CLIENT OR ANY OF THEIR RESPECTIVE PARENTS, AFFILIATED COMPANIES, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, LICENSEES OR AGENTS BE LIABLE TO SUPPLIER FOR MORE THAN THE TOTAL AMOUNT ACTUALLY DUE AND PAYABLE TO SUPPLIER AS SPECIFIED IN THE ORDER. UNDER NO CIRCUMSTANCES SHALL PURCHASER OR CLIENT OR ANY OF THEIR RESPECTIVE PARENTS, AFFILIATED COMPANIES, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, LICENSEES OR AGENTS BE LIABLE TO SUPPLIER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER PURCHASER KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

14. Insurance: Supplier agrees that it will at all times maintain insurance policy(ies) from an insurance carrier acceptable to Purchaser sufficient to cover Supplier’s obligations under this Agreement, including, without limitation, Professional (E&O) liability insurance with limits of not less than S$1,000,000 per occurrence and S$2,000,000 in the aggregate; commercial general liability insurance with limits of not less than S$1,000,000 per occurrence and S$2,000,000 in the aggregate; and workers’ compensation providing statutory benefits and employer liability policy with coverage of no less than S$1,000,000 for bodily injury by accident, S$1,000,000 bodily injury by disease, and no less than S$1,000,000 policy limit. Supplier shall provide Purchaser and Client with certificates naming Client and Purchaser as additional insureds on all such policy(ies) upon request.

15. Payments: Delivery charges must be fully prepaid by Supplier unless other terms are specified herein. Payments shall be made by Purchaser as per agreed terms, after Purchaser is in receipt of satisfactory materials, Releases and invoices, as herein above described. Any and all additional costs incurred due to changes in this Order specifications/ overages must be submitted in writing and approved by Purchaser along with estimate/explanation and Purchaser is not responsible for any unapproved additional costs. All vendors that Supplier hires will bill Supplier directly (as opposed to Purchaser or Client) except as otherwise expressly agreed by Purchaser in writing.

16. Gifts and Conflicts of Interests: Supplier shall not make or offer a gratuity or gift of any kind to Purchaser’s employees or their families. Supplier shall not engage in any activity with Purchaser’s employees, competitors, or affiliates that could be perceived as creating a conflict of interest situation unless, after full disclosure of all relevant facts, Purchaser agrees that no conflict in fact is present.

17. Miscellaneous: The terms and conditions set forth herein constitute the entire agreement between the parties with respect to the Materials or work to be performed pursuant to this Order and said terms and conditions may not be modified or amended, except by an agreement in writing that specifically references these terms and conditions and that has been signed by Purchaser’s authorized representative. It is a condition of this Agreement that Supplier does not attempt to impose its own terms and conditions on Purchaser, and any attempt by Supplier to unilaterally amend the Order or to impose additional obligations on Purchaser shall be deemed null and void and to be a material breach hereof. No waiver by Purchaser shall be valid unless in writing and signed by Purchaser. This Order shall be construed pursuant to the laws of the Republic of Singapore regardless of its conflict of laws provisions. The parties hereto agree that the Court of the Republic of Singapore shall be the exclusive forum and situs for the resolution of any and all disputes, controversies or matters arising herefrom or related hereto.

18. Severability: If any provision of this Order is held to be invalid, illegal or unenforceable for any reason whatsoever, then notwithstanding such invalidity, illegality or unenforceability, such provision shall be enforced to the maximum extent permitted by law and the remaining terms and provisions of this Order shall remain in full force and effect in the same manner as if the invalid, illegal or unenforceable provision had not been contained herein.

19. Software / Hardware: In addition to the terms and conditions herein if the Order requires software or hardware to be provided, then the following shall also be applicable to Supplier: Notwithstanding any other provision herein, to the extent any of Supplier’s or any third party’s software applications, databases, computer programs (including source code and object code for any such programming), executable code or computer hardware (collectively, “Software/Hardware”) are incorporated into the Materials or are otherwise provided hereunder, Supplier agrees to identify any pre-existing Software/Hardware and further agrees that unless otherwise specified in the Order, Supplier grants to Purchaser a perpetual, irrevocable, fully paid-up, royalty free, transferable, sublicensable (through multiple levels of sublicensees), worldwide, non-exclusive right and license to use, reproduce, distribute, display and perform (whether publicly or otherwise), transmit, prepare derivative works of and otherwise modify, make, import, export and otherwise use and exploit (and have others exercise such rights on behalf of Purchaser) all or any portion of the pre-existing Software/Hardware incorporated into the Materials or otherwise delivered to Purchaser in connection with the this Agreement. For clarity, it is understood that, subject to Supplier’s rights in all pre-existing Software/Hardware, Purchaser shall own all original Software/Hardware created hereunder and such original Software/Hardware shall be deemed part of the Materials. Supplier represents and warrants that: (a) the Software/Hardware, and the ideas they express, are original and do not violate or infringe the rights of any other party and that it has the unencumbered right and authority to grant all licenses herein granted; (b) that all Software/Hardware provided under this Order will perform in accordance with specifications; (c) that the provision of the Software/Hardware (and Customer’s exercise of its license to use the same) will not in any way constitute an infringement or other violation of any copyright, patent, trademark, trade secret or other proprietary or personal rights of any third party or any applicable law or regulation; and (d) that the Software/Hardware shall be free of any virus, Trojan horse, time bomb or other harmful or disabling code.

ART AND PHOTOGRAPHY

In place of the Terms and Conditions stated above, if the Order requires photography, artwork, models or beauty stylist services to be provided, then the following terms and conditions shall instead be applicable to Supplier.

1. Ownership / License: Purchaser is acting as agent for the client named on the Order (the “Client”). Supplier is acting as an independent contractor, and all materials created under the Order, including without limitation all literary, dramatic, musical or artistic work, sound recordings, films, broadcasts, programmes, layouts, photographs, ideas, concepts, characters, specifications, graphics, films, and other property or materials furnished hereunder (the “Materials”), are specially commissioned for, but not limited to, inclusion in advertising and/or commercial materials for Client. Subject solely to the limitations specifically set forth on the Order (if any), Supplier hereby irrevocably sells, transfers, and assigns all rights, title and interest, including all existing and future copyright in and to the Materials to Client, and its successors and assigns, without limitation. Such rights include, but are not limited to: (a) ownership of all the Materials; (b) the right to use, communicate, publish, display or reproduce the Materials in advertising or for the purposes of trade or for any other purpose whatsoever; (c) the right to alter, adapt, retouch, or crop or simulate the Materials in any way; (d) the right to secure copyright in the Materials anywhere throughout the world; (e) the right to license, exploit, sell, assign, or otherwise dispose of the Materials or any of the said rights included therein for any purpose which Purchaser, Client and their assigns and licensees may see fit; and (f) any and all subsidiary rights in the Materials including characters or parts which are contained in the Materials. Without limiting the generality of the foregoing, Supplier hereby waives any and all claims of “moral rights” and other rights of any kind or nature that it has related to the Materials and hereby conveys to Client any such rights of Supplier as may exist without reservation or limitation. Supplier agrees that Purchaser shall have the right, without prior approval, to use the Materials following their publication to promote Purchaser’s services, including without limitation, use on Purchaser’s website.

2. Warranties: Unless otherwise specified on the Order, Supplier hereby represents and warrants: (a) that all assignments, releases, permissions, clearances, consents and waivers (collectively, “Releases”) have been obtained, in writing, from any and all persons or companies whose name, likeness, voice, prop, costume, property or other attribute is contained in the Materials provided in connection with this Order and may be used throughout the world and in perpetuity, without limitation, and Supplier shall furnish Purchaser with a copy of such signed Releases; (b) that it has the full and unencumbered right and authority to license, sell or assign the rights herein conveyed (as applicable), and the same may be used, published, communicated, adapted or reproduced for advertising or trade purposes, or for any other purpose whatsoever, without violating any laws or the rights of any third parties; (c) all goods and services provided hereunder will be provided in a professional manner with due care, in compliance with all laws, rules and regulations, and in accordance with all specifications; and (d) Supplier will comply with the WPP Code of Business Conduct – Supplier version in connection with the goods and/or services Supplier is providing hereunder.

3. Cancellation: Purchaser may cancel this Order at any time prior to its acceptance of the Materials or work covered by this Order, upon written notice to Supplier. In such event, unless such termination is based on Supplier’s breach, Purchaser shall be liable to pay Supplier, in lieu of the price specified in this Order, any verified direct costs incurred by Supplier in the performance of its obligations hereunder prior to such cancellation, provided always, however, that the total amount of such costs shall not exceed the price specified on the Order for those Materials that have been completed, in whole or in substantial part, by Supplier. It is agreed that time is of the essence and that Purchaser may, at its election, cancel this order or any part thereof without further obligation if this Order is not fulfilled within the time specified or, if no time is specified, within a reasonable time.

5. Acceptance: The Materials supplied hereunder must comply with Purchaser’s specifications and are subject to Purchaser’s approval. Purchaser’s payment for the Materials shall not constitute its acceptance thereof and the Materials shall be received subject to inspection, approval and privilege of return at Supplier’s expense if not in compliance with the specifications hereof. In the event of such return, without limiting any other remedies available to Purchaser, Purchaser shall be entitled to a refund of all amounts paid. Defects are not waived by Purchaser’s failure to notify Supplier of such defects upon receipt of the Materials.

6. Order: All orders for items of products and/or services to be supplied shall be given from time to time, in writing, by the Purchaser on the Purchaser's purchase order form (referred to herein as “the Order"). The Order shall clearly state the details and nature of the products and/or services to be supplied and shall also state the amount, calculated at the rates specified in the Contract that shall become due to the Purchaser on the satisfactory completion of supply of all products and/or services specified on the Order. On receipt of the Order, the Supplier shall commence supply of the products and/or services referred to therein and complete the same within the deadline stipulated in the Order or on or by such date as the Purchaser shall direct. Supplier is required to issue invoice/ billing to Purchaser within 30 days upon receiving the Order.

7. Assignment: This Order or any sums payable hereunder may not be assigned by Supplier without the prior written consent of Purchaser.

10. Books and Records: Supplier agrees to keep such books and records as shall readily disclose the basis for any charges ordinary or extraordinary billed to Purchaser under this Order, and shall make them available for examination and audit by Purchaser and/or Client or an outside auditor chosen by and paid for by Purchaser and/or Client for a period of three years after receipt by Supplier of final payment under this Order. For such period of three years, Purchaser and/or Client shall have the right to audit (i) the books and records relating to all such charges, and (ii) any other materials related to Supplier’s compliance with the terms and conditions of this Order, and Supplier, upon request of Purchaser or Client, shall make all such books and records available for such examination. If, upon such audit, Client or Purchaser shall determine that Supplier’s charges exceed the amounts properly chargeable to Purchaser or Client as the case may be, Supplier shall without limiting Purchaser’s other available rights or remedies promptly refund to Purchaser or Client, as appropriate, the amount of such overcharges.

11. Confidentiality: Supplier covenants and agrees that it will not, at any time, disseminate, reveal or otherwise make available to any person, or use for its own purposes, any information of a proprietary or confidential nature concerning Purchaser or Client obtained by it regarding, but not limited to, trade secrets and confidential information, advertising matters, ideas, plans, techniques and accounts, products, personal data, business, customers or methods of operation (referred to herein as “Confidential Information”), except as otherwise required in the performance of its obligations hereunder. Supplier expressly agrees that the existence and negotiation of this Order shall be considered Purchaser’s and Client’s confidential information subject to the restrictions contained in this provision. Prior to using the Materials for self-promotional purposes, Supplier must obtain written approval from Purchaser. Supplier further agrees to execute Purchaser’s and/or Client’s standard confidentiality agreement upon request by Purchaser. The restrictions in this clause 11 will be in addition to and without prejudice to any other duty or obligations of the Supplier as implied by law and is not exhaustive.

16. Gifts and Conflict of Interest: Supplier shall not make or offer a gratuity or gift of any kind to Purchaser employees or their families. Supplier shall not engage in any activity with Purchaser employees, competitors, or affiliates that could be perceived as creating a conflict of interest situation unless, after full disclosure of all relevant facts, Purchaser agrees that no conflict in fact is present.

17. Miscellaneous:The terms and conditions set forth herein constitute the entire agreement between the parties with respect to the Materials or work to be performed pursuant to this Order and said terms and conditions may not be modified or amended, except by an agreement in writing that specifically references these terms and conditions and that has been signed by Purchaser’s authorized representative. It is a condition of this Agreement that Supplier does not attempt to impose its own terms and conditions on Purchaser, and any attempt by Supplier to unilaterally amend the Order or to impose additional obligations on Purchaser shall be deemed null and void and to be a material breach hereof. No waiver by Purchaser shall be valid unless in writing and signed by Purchaser. This Order shall be construed pursuant to the laws of the Republic of Singapore regardless of its conflict of laws provisions. The parties hereto agree that the Court of the Republic of Singapore shall be the exclusive forum and situs for the resolution of any and all disputes, controversies or matters arising herefrom or related hereto.

18. Severability:If any provision of this Order is held to be invalid, illegal or unenforceable for any reason whatsoever, then notwithstanding such invalidity, illegality or unenforceability, such provision shall be enforced to the maximum extent permitted by law and the remaining terms and provisions of this Order shall remain in full force and effect in the same manner as if the invalid, illegal or unenforceable provision had not been contained herein.

PRODUCTION OF DIGITAL CONTENT

In place of the Terms and Conditions stated above, if the Order requires production of digital content, then the following terms and conditions shall instead be applicable to Supplier.

1. Quality: The material produced hereunder shall be subject to Purchaser's approval and acceptance. Supplier agrees that the Digital Content shall be of first class physical and aesthetic quality, technically correct and of a quality at least equal to current standards for Digital Content created for the Internet and will conform with all technical requirements. The quality and timely delivery of the completed Digital Content is of the essence of this agreement. Supplier will bear any costs resulting from its failure to satisfactorily perform its obligations hereunder.

2. Changes and Variations: If at any time, Purchaser desires to make any changes in or variations from the script(s) or storyboard(s) or specifications of the Digital Content or from any material or work in progress and such changes result in additional costs to Supplier, Supplier agrees to notify Purchaser's authorized representative in writing of the amount of such additional costs before any such additional costs are incurred and to proceed only after receiving written authorization from such representative. Reimbursement for such additional costs shall be payable at the same time as the final payment.

3. Purchaser: Purchaser is acting on behalf of its Client as agent for a disclosed principal with respect to all matters arising under this agreement. Purchaser will make payment of all appropriate sums paid to it by its Client (and Supplier shall look to Purchaser solely to the extent Purchaser was paid by Client).

4. Acceptance Testing: Upon the delivery to Purchaser of any Digital Content or deliverable(s), Purchaser shall have thirty (30) days from the receipt to review for performance. Supplier will review Purchaser’s objections, if any, and shall have ten (10) days from the receipt of such objections to correct the deficiencies. Upon correction of the deficiencies, Purchaser shall then proceed to re-test and reevaluate the Digital Content or deliverable. Any failure by Supplier to correct a material deficiency shall be deemed a material breach of this Agreement, entitling Purchaser to any and all available remedies, including, but not limited to, a refund of the fees paid to Supplier under this Agreement, the cost of finding an alternative supplier, and termination of this Agreement. No Digital Content or deliverable shall be deemed to be accepted until Purchaser delivers a written notice of its final acceptance to Supplier.

5. Ownership: (a) Subject to subparagraph (b), full and unrestricted ownership of the Digital Content and all other results and proceeds of Supplier’s services, including without limitation any literary, dramatic, musical or artistic work, software, computer programming, code, designs, graphics, text, audio files, video files, know-how, ideas and information, modifications, inventions or improvements associated with the Digital Content shall vest and remain in Client at all times and for all purposes whatsoever, immediately upon creation, and without limiting the foregoing Purchaser and Client shall have the sole right to use, communicate, publish, cause to be seen in public, distribute, reproduce, alter, adapt, modify, exhibit, exploit and copyright the same throughout the world without restriction. Supplier will not mortgage, pledge, assign or otherwise encumber any of the above mentioned materials. Supplier agrees that Digital Content is work commissioned by Client and shall be owned by Client for all purposes in perpetuity, notwithstanding anything to the contrary in Section 30(4) to 30(6) of the Copyright Act (Cap. 63) of Singapore. To the extent all or any portion of the Digital Content is not deemed to be a work commissioned by Client, Supplier hereby sells, assigns and transfers all right, title, ownership and interest therein, presently known or hereafter ascertained, including, but not limited to, the right to secure any patent rights and the copyright therein (and all renewals thereof) throughout the world, without any restrictions as to use except as expressly set forth herein, to Client and its successors, assignees and/or licensees. For clarity, Client shall exclusively own all data generated through, by, or related to use of the Digital Content. Supplier agrees to reasonably cooperate (at Purchaser’s expense) in furthering the intent of this clause and hereby agrees to grant a power of attorney to Purchaser, if necessary, for carrying out the intent of this clause. Supplier shall only use its employees to create the Digital Content, unless it receives Purchaser’s prior written consent. In the event that Purchaser has authorized Supplier to use non-employees to create Digital Content, then Supplier shall first secure from each such individual an agreement in writing that assigns all intellectual property rights in such Digital Content to Client in the same manner as set forth in this section and present such agreement to Purchaser.

(b) Supplier shall retain all intellectual property rights with respect to any intellectual property owned by Supplier prior to entering into this Agreement, including any code, designs, know-how, software applications, databases, computer programs and/or other materials that are of general applicability to Supplier’s business (“Supplier Material”); provided, however, that Supplier shall not incorporate any Supplier Material into the Digital Content without Purchaser’s prior written consent. In the event of Purchaser’s consent thereto, Supplier shall grant to Purchaser and Client a perpetual, irrevocable, fully paid-up, royalty free, transferable, sub licensable (through multiple levels of sublicenses), worldwide, non-exclusive right and license to use, reproduce, distribute, display and perform (whether publicly or otherwise), transmit, prepare derivative works of and otherwise modify, make, import, export and otherwise use and exploit (and have others exercise such rights on behalf of Purchaser and/or Client) all or any portion of the Supplier Material incorporated into the Digital Content.

6. License and Releases: Supplier agrees to supply to Purchaser prior to delivery to Purchaser of the Digital Content: (a) signed Licenses, in a form acceptable to Purchaser, obtained from the persons, firms or corporations who own or control any literary, dramatic and/or musical works furnished by Supplier for Digital Content, if any, granting to Purchaser, Client and their licensees a license to use such works, and warranting that such persons, firms or corporations have the right to grant such licenses; and

(b) original copies of signed releases from persons supplied by the Supplier who appear in the Digital Content granting Purchaser, Client and their licensees the irrevocable permission and consent of persons to use their names, likenesses, performance and biographical material concerning them in any way, for advertising, marketing, promotional purposes and purposes of trade, in connection with the Digital Content and the uses thereof contemplated hereunder and in connection with the product(s) advertised herein.

(c) If Supplier is supplying special props/costumes/photographs/artwork ("Special Materials"), Supplier represents and warrants to Purchaser and Client that it has full ownership rights to such Special Materials, and the right to grant unrestricted ownership rights in the Special Materials to Client, and the granting of any such rights shall not violate the rights of any third party. Supplier hereby transfers and assigns to Client all rights to the Special Materials, including without limitation, any copyrights or trademarks related thereto.

(d) Without limiting any other provision herein, to the extent Supplier desires to incorporate any third party’s software applications, databases, computer programs (including source code and object code for any such programming), executable code or computer hardware, including without limitation free and open source software (collectively, “Third Party Software/Hardware”) into the Digital Content or are otherwise provided hereunder, Supplier agrees to identify any Third Party Software/Hardware in writing in advance and will not incorporate such Third Party Software/Hardware in the Digital Content without Purchaser’s prior written consent. In the event of Purchaser’s consent thereto, Supplier agrees that unless otherwise specified in the Order, Supplier grants to Purchaser and Client a perpetual, irrevocable, fully paid-up, royalty free, transferable, sublicensable (through multiple levels of sublicensees), worldwide, non-exclusive right and license to use, reproduce, distribute, display and perform (whether publicly or otherwise), transmit, prepare derivative works of and otherwise modify, make, import, export and otherwise use and exploit (and have others exercise such rights on behalf of Purchaser and/or Client) all or any portion of the Third Party Software/Hardware incorporated into the Digital Content.

7. Termination of Production: (a) If for any reason beyond Supplier's control, such as strikes, war, acts of God, labor troubles, riots, delay of commercial carrier or restraint of public authority, Supplier shall be unable to produce and/or deliver the Digital Content as provided herein, or in the event that Purchaser should desire to cancel the production of the Digital Content or to terminate this Agreement for any reason, except as set forth in subparagraph (b) below, Purchaser shall pay Supplier all out-of-pocket costs and expenses theretofore incurred by Supplier in the normal routine of producing said Digital Content. Upon such payment, Supplier shall deliver to Purchaser forthwith and Client shall become the sole owner of all exposed negatives and other material produced by Supplier prior to the termination, and Purchaser shall be under no obligation to make any further payments to Supplier with regard to said Digital Content.

(b) If Purchaser cancels this Agreement due to Supplier's breach of any of its duties or obligations hereunder, or due to Supplier's fault, then Purchaser shall have the option (i) to pay Supplier all of its out-of-pocket costs and expenses theretofore incurred by Supplier in the normal routine of producing said Digital Content in which event Supplier shall deliver to Purchaser forthwith and Client shall become the sole owner of all exposed negatives and other material produced by Supplier prior to the termination, and Purchaser shall be under no obligation to make any further payments to Supplier with regard to said Digital Content; or (ii) Purchaser may elect to make no payment to Supplier in which event Supplier may retain all films and materials produced by it, but may not use or permit the use: A) of any portions of such materials which show or refer in any manner to Client, its products or services; B) copyrighted music or other literary property owned or licensed by Client or by any third parties; C) talent engaged for the production of Client's Digital Content; or D) any property which, if displayed or exhibited in any manner, could violate the rights of any third parties.

(c) If at any time prior to delivery of all materials to Purchaser: (i) there shall be filed by or against Supplier an application in bankruptcy, insolvency, judicial management or for the appointment of a receiver or trustee for all or part of Supplier's property, or (ii) Supplier shall make an arrangement for the benefit of creditors, or (iii) Supplier in any manner subjects the elements and materials to a lien in favor of any third party; or (iv) Supplier becomes insolvent or its financial stability becomes so impaired as to endanger its ability to produce and deliver the Digital Content free and clear of all liens, claims or encumbrances, then, Purchaser shall have the option to terminate this Agreement and complete ownership of all elements and materials shall immediately vest in Client, and Supplier shall promptly deliver such materials as directed by Purchaser. In such event Purchaser shall reimburse Supplier for its out-of-pocket costs and expenses theretofore incurred by Supplier in the normal routine of producing said Digital Content.

8. Insurance: Supplier agrees that it will at all times maintain insurance policy(ies) from an insurance carrier acceptable to Purchaser sufficient to cover Supplier’s obligations under this Agreement, including, without limitation, Professional (E&O) liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; and workers’ compensation providing statutory benefits and employer liability policy with coverage of no less than $1,000,000 for bodily injury by accident, $1,000,000 bodily injury by disease, and no less than $1,000,000 policy limit. Supplier shall provide Purchaser and Client with certificates naming Client and Purchaser as additional insureds on all such policy(ies) upon request.

9. Independent Contractor: It is understood that Supplier's status hereunder is that of an Independent Contractor and that all persons employed by Supplier in performing its obligation hereunder shall not be deemed employees of Purchaser or Client, and Supplier shall make whatever payments may be due to such persons and Supplier will comply with all legislation and governmental regulations and policies, and indemnify and hold harmless Purchaser and Client against any claims and demands resulting from Supplier's failure to comply with the provisions of this clause.

10. Default in Suppliers Payment: Purchaser reserves the right in case of default in Supplier's making payments to any of Supplier's suppliers, performing work on or furnishing material for the Digital Content to be produced hereunder, to (a) pay such suppliers directly, irrespective to any set-offs or counter-claims Supplier may have against suppliers, an amount claimed to be equal to the money owed such supplier by Supplier for work the supplier has performed or material it has furnished with respect to said Digital Content, and such payment shall be deemed payment to Supplier and shall reduce the contract price hereunder, and, at Purchaser's election, have such supplier deliver such Digital Content and all materials relating thereto directly to Purchaser (and Supplier hereby expressly authorizes such delivery) or (b) terminate this Agreement without any further obligation to Supplier and Supplier shall immediately return to Purchaser the Digital Content and all materials relating thereto.

11. Publicity Guidelines: Supplier agrees not to use the name of Purchaser, Client or the Product(s) or service(s) advertised in the Digital Content, or any part thereof, to any person other than employees of the Supplier, Purchaser or Client, without Purchaser's prior consent.

12. Agent for Client: In the making, execution and performance of this Agreement, Purchaser is acting solely as an agent for Client. All rights, benefits, privileges and properties vested in Purchaser are for the benefit of Client and may be exercised either by Purchaser or Client.

13. Equal Employment Opportunity: In connection with its performance hereunder, Supplier agrees not to discriminate against any employee because of race, religion, color, sex or national origin.

14. Warranties: Supplier hereby warrants and represents that (a) it is free and has full right to enter into this Agreement and to perform all its obligations hereunder and will comply with all its obligations hereunder and will comply with all applicable local laws, legislation and regulations; (b) Supplier is insured in the manner required; (c), the Digital Content may be used as hereinabove provided without violating any laws and without violating or infringing any rights of any third parties, including personnel and suppliers of the Supplier, and the Digital Content and all materials, services and rights which will become the property of Client hereunder shall be free and clear of all liens, encumbrances and claims of any nature; (d) the Digital Content and any other deliverables shall not contain any virus, Trojan horse, worm or other similar harmful or malicious code; (e) Supplier shall comply with the terms and conditions of all applicable third party websites; and (f) it will use reasonable physical and electronic security measures in association with the performance of the services and in handling any Purchaser or Client information appropriate to the nature of such information disclosed to or accessible by Supplier in order to protect such information from unauthorized access, destruction, use, modification or disclosure, and it shall promptly notify Purchaser in writing in the event any unauthorized access to information is suspected and permit Purchaser to control any public notifications, with the reasonable assistance of Supplier.

15. Indemnity: (a) Supplier shall indemnify and hold harmless Purchaser, Client and their respective officers, employees and agents ("Indemnities") from and against all claim, damages, losses and expenses, including attorney's fees and disbursements, arising out of, resulting from or relating to the production of the Digital Content to be produced hereunder, including but not limited to (i) the breach by Supplier of any of its representations, warranties, duties or covenants contained herein, (ii) violation by Supplier of the rights of any third party, (iii) personal injury, including bodily injury, sickness, disease or death, suffered in the course of production, (iv) injury to or destruction of tangible property, including the loss of use resulting therefrom; which claim, damage, loss of expense results in whole or in part from any act or omission of Supplier, or any of its subcontractors or employees. (b) In any and all claims against the Indemnities, by any employee of the Supplier, any subcontractor of Supplier or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this indemnification provision shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefits, payable by or for the Supplier or any subcontractor under any statutes or regulations relating to workers compensation disability benefits or other employee benefits.

16. Limit of Damages: All liability arising under this Agreement, whether under contract, tort (including negligence), or otherwise arising, shall be limited to direct damages.

17. Assignment of Contract: This Agreement may not be assigned by either party without the written consent of the other except that Client at any time will have the right to designate any advertising Purchaser or firm in the place and stead of Purchaser, and upon such designation being made, the contract will be read and construed as if the name of the advertising Purchaser or firm so designated by Client were substituted for "Purchaser", wheresoever the same shall appear in this contract.

18. Disputes and Applicable Law: Any controversy or claim arising out of or relating to this agreement, or any breach thereof, shall be determined and settled by arbitration in Singapore 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 arbitration tribunal shall consist of one arbitrator to be appointed by the Chairman of the SIAC. In the event that recourse to the courts are necessary for the purpose of determining any question of law required to be determined for arbitration, the parties hereto hereby submit to the exclusive jurisdiction of the courts of the Republic of Singapore. This Agreement and all matters or issues collateral thereto shall be governed by and be construed in accordance with the laws of Singapore.

19. Tax Liability: Supplier agrees that prices quoted and shown on this Order include any and all applicable local taxes, but exclude Goods and Services Tax of Singapore (“GST”). Liability for any sales and use or similar taxes other than GST and any penalties and interest charges due on these taxes shall be Supplier’s sole responsibility. In the event Purchaser is required to pay such amounts for whatever reason, Supplier agrees to immediately reimburse Purchaser therefore.

20. Confidentiality: Supplier agrees to hold the terms, elements and material, including Digital Content, produced under this Agreement in strict confidence and shall not use outside of this Agreement or disclose the terms, elements and materials, including Digital Content, to any third party without Purchaser’s prior written consent. Supplier further agrees to hold in strict confidence all information and materials supplied by the Purchaser or the Client to Supplier hereunder.

21. Employment of Minors: It is acknowledged that in performing the services required of Supplier hereunder, the services of performers who are minors may be required. In such event, and when specifically requested by Purchaser, Supplier agrees to be the employer of record of such minors, and warrants and represents that it will comply with all applicable laws and regulations concerning such employment, specifically the Employment (Children and Young Persons) Regulations (Cap. 91, Rg 1), and will make full and proper payments to such minors. If there is any loss or damage to Purchaser or its clients due to work stoppage or otherwise arising out of Supplier's failure to obtain all necessary permissions or licenses in accordance with the above-referenced applicable laws and regulations, Supplier agrees to accept full responsibility for such failure and to indemnify Purchaser and its Client to any losses, damages or expenses in connection therewith.

22. Agreement: This contract constitutes the entire agreement between the parties and may not be changed orally except in writing signed by both parties. Any failure by Purchaser or Client to exercise any rights granted herein upon the occurrence of any of the contingencies set forth in this Agreement will not constitute a waiver of any such rights upon the recurrence of any such contingency.