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EXHIBIT 6.7
FORM OF SERVICE AGREEMENT
AGREEMENT NO:
This Agreement (hereinafter referred to as "Agreement") is made this
between DEUTSCHE BANK, ▇, ▇▇▇▇▇▇▇ ▇▇▇, #▇▇-▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter referred to as "DB") and SOLUTIONNET (ASIA
PACIFIC) PTE LTD with its office located at ▇▇. ▇ ▇▇▇▇▇▇▇▇▇▇, #▇▇-▇▇/▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter referred to as "SLNN").
WHEREAS, SLNN agrees to use its best effort to supply DB with software
engineering consultants to perform computer software programming, systems
analysis, design, project management, consulting and / or education and training
(the "Services") and DB desires to utilize the services of SLNN under the terms
and conditions thereof:
1. PROFESSIONAL SERVICE FEE
1.1 SLNN CONSULTANT,
will be assigned to DB to provide consulting services beginning
. DB shall pay SLNN a sum of
per calendar
month of work. A calendar month for the consultant will consist
of working days (excluding week ends and public holidays) as
applicable to all permanent staff at DB.
1.2 If SLNN is unable to render the Professional Service, or if for
some reasons the Professional Service are not carried out in
accordance with clause 1.1, then the Professional Service Fee
shall be pro-rated according to the actual Professional Service
period completed.
1.3 SLNN is wholly responsible for the regular wages, medical
insurance and CPF for the consultant and all employer-employee
obligations in respect of the consultant. However, it is
mutually understood and agreed that these rates are exclusive of
any sales tax, duties, levies (including GST); any taxes levied
as a result of use of these Services are the responsibility of
DB.
2. DURATION
The services of the consultant will be utilized by DB for a minimum
period of 06 months from the date of commencement of work.
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3. EXTENSION
The agreement period may be extended by 3 or 6 months with a minimum
notice of one month, in which case the rates would be revised based on
a mutual agreement.
4. CONDITIONS
4.1 SLNN shall ensure that the consultant
4.1.1 Follow and abide strictly to the rules and regulations of
DB's,
4.1.2 Comply with the supervision and instructions of the
Project Manager ("DB's Project Manager") arranged by DB.
4.2 It is expected that occasional overtime work may be requested and
shall be included in the service fees set forth in section 1.1.
In the event that consultant or SLNN considers such overtime to
be excessive, the parties shall consider, and, if agreed by the
parties, DB shall pay an agreed amount specified as overtime
charges.
5. CONFIDENTIALITY AND OWNERSHIP
5.1 SLNN acknowledges and agrees that all information concerning
business is "Confidential and Proprietary Information" and
undertakes that it will not permit the DB duplication or
disclosure of any such Confidential and Proprietary Information
to any person other than the consultant who requires such
information for the performance of its obligations hereunder.
5.2 SLNN acknowledges and agrees that the ownership and all
intellectual property rights over any software developed by the
consultant (including but not limited to its source code,
listings, print-outs and all original material) shall belong to
and vest absolutely in DB.
5.3 The clause shall survive any termination of this Agreement.
5.4 Without prejudice to the foregoing, SLNN shall take all such
steps as shall from time to time be requested by DB to protect
the Confidential and Proprietary Information and intellectual
property rights of DB.
5.5 SLNN shall ensure that the consultant executes DB's standard
Confidentiality Agreement.
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6. PAYMENT TERMS
SLNN shall render its invoice monthly for Services provided and
expenses incurred under this Agreement throughout the date of such
invoice. The invoice will be raised on the last day of each calendar
month. All invoices shall be payable within fifteen (15) days of the
date of invoice.
7. LEAVE
Consultant is entitled to 18 days of annual leave per annum and one day
of medical leave (on production of medical certificate) per month of
completion of every one month during the contract period from the DB
AND PRORATE THEREOF.
8. TERMINATION OF ENGAGEMENT
8.1 The services of the consultant shall be terminated on the
occurrence of the following conditions:
8.1.1 Death of the consultant.
8.1.2 Disability of the consultant due to serious sickness or
major accident resulting in the absence from work of more
than (7) calendar days.
8.1.3 Absence from work for five (5) consecutive working days
without the prior written approval from DB.
8.2 On the occurrence of any of the events described in clause 8.1,
SLNN shall ensure the replacement of the consultant within
fifteen (15) calendar days after the said occurrence.
9. WAIVER
The failure of either party to enforce at any time, or for any period
of time, the provisions of this Agreement, shall not be construed as
waiver of such provisions or of the right of such party thereafter to
enforce and every such provision.
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10. ASSIGNMENT
Neither party hereto shall assign or sub-contract the benefits of this
Agreement to a third party without the prior written consent of the
other party.
11. NOTICES
Any notices required or permitted under the terms of this Agreement or
required by statue, law or regulation shall be in writing and shall be
sent by hand or by registered mail to the respective parties as
follows:
DEUTSCHE BANK
▇, ▇▇▇▇▇▇▇ ▇▇▇,
#▇▇-▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
SOLUTIONNET (ASIA PACIFIC) PTE LTD
▇▇.▇ ▇▇▇▇▇▇▇▇▇▇,
#▇▇-▇▇/▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
Any such notice shall be deemed to have duly served (if given or made
by hand) immediately or (if given or made by registered mail)
seventy-two (72) hours after posting.
12. OTHER CONTRACT MATTERS
12.1 DB agrees not to solicit, hire, contract with or engage directly
or through any other entity, the employment or services of any
consultant or former consultant of SLNN, who worked at DB's
site, during the period of and for two years after the
termination of this Agreement. If SLNN agrees in writing to
permit its consultants to be employed by DB, DB shall pay SLNN a
placement fee which is calculated as follows: if the consultant
is employed within the first six months of his starting work
with DB then the placement fee is equal to eighteen percent
(18%) of SLNN's annualized billing; if after six months but
before twelve months, the fee is fifteen percent (15%); and
after one year, the fee is twelve percent (12%).
12.2 SLNN will apply the Employment pass for the consultant to work
in DB in Singapore. However, for some unknown reasons if the
Singapore Immigration does not grant the visa for the
consultant, SLNN will not be liable for any loses or legal
actions from the DB.
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13. GOVERNING LAW
DB and SLNN intend this Agreement to be valid and subsisting legal
instrument, and no provisions of this Agreement which may be deemed
unenforceable shall be in any way invalidate any other provision or
provisions of this Agreement, all of which shall remain in full force
and effect. This Agreement shall be binding upon the parties, their
successors, legal representatives and assigns, and it is mutually
understood and expressly agreed that this Agreement shall be construed
and interpreted to the laws of Singapore.
14. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between SLNN and DB
with respect to the subject matter hereof and supersedes all prior
negotiations, proposals, consents, correspondences, pledges whether
made orally or in writing. There are no understandings, representations
or warranties of any kind except as expressly set forth herein.
-------------------- ---------------------- ------------------ --------
Signed for & Behalf of Name & Designation Company Stamp Date
DEUTSCHE BANK
TRV RAJAN
-------------------- Asst. Vice President - HR ------------------ --------
& Admin
Signed for & Behalf of Name & Designation Company Stamp Date
SOLUTIONNET (ASIA
PACIFIC) PTE LTD
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