Exhibit 10.11
SERVICE AGREEMENT
This Service Agreement (the “Agreement”) is made on 16th March 2022.
BETWEEN:-
| (1) | SMORBALL PRIVATE LIMITED (UEN No: 201733808R), incorporated and registered in Singapore whose registered office is at 27 Jalan Rimau Singapore 418723, (hereinafter referred to as “Client”) |
| (2) | REPUBLIC POWER PTE LTD (UEN No. 201500006G), a company incorporated in Singapore, having its registered address at 158 Kallang Way #06-08 Performance Building Singapore (349245) (hereinafter referred to as “Service Provider”) (hereinafter collectively referred to as “Parties” and individually referred to as “Party”.) |
IT IS HEREBY AGREED AS FOLLOWS
Commencement and Duration
| 1. | The Services Agreement commences on 16th March 2022 and expires upon completion of the Scope of Work. |
Scope of Services
| 2. | The Service Provider will provide the client with the Scope of Work described in Schedule 1. |
Fees
| 3. | The Client will pay to the Service Provider in consideration of the provision of the Scope of Work, a one-time development fee of SGD $1,188,000.00 payable upon the milestone described in Schedule 2. |
| 4. | The above charges exclude GST. |
Intellectual Property
| 5. | All Intellectual Property or proprietary rights of any nature whatsoever, including without limitation, source code, copyrights, trade or service marks, trade names, brand names, patents, patent applications, trade secrets made, developed, conceived, reduced to practice, fixed in any tangible medium of expression, or created independently by Service Provider, without any contribution from the Client will be the sole and exclusive property of the Service Provider. The Service Provider hereby grants the Client the right to use the Service Provider’s intellectual property in accordance with the Fees (“License Fee”) in Schedule 2. |
| 6. | All intellectual property or proprietary rights of any nature whatsoever, including without limitation, copyrights, trade or service marks, trade names, brand names, patents, patent applications, trade secrets, made, developed, conceived, reduced to practice, fixed in any tangible medium of expression or created out of or otherwise in connection with this. |
Agreement hereunder, in relation to the business of the Client, produced by or as a result of this Agreement, shall be the sole and exclusive property of the Client.
| 7. | The Service Provider has the rights to refuse to sell the source code used in the development of the Scope of Work (NOT Including Platform analytics and AI algorithms) from the date of this Agreement. |
Termination
| 8. | The Client shall be entitled to terminate this Agreement without cause by giving ninety (90) days prior written notice to the Service Provider. Should the Service Provider’s engagement be terminated prior to completion, fees will be payable based on a pro rata basis up till the time of termination. |
Confidentiality
| 9. | The Service Provider shall keep confidential and procure their respective employees, agents, servants and independent contractors appointed by them to keep confidential any Confidential Information disclosed by the Client and shall not use or disclose it to any person or use it for its own benefit, except for purposes of this Agreement. |
Entire Agreement
| 10. | The parties agree that this Agreement constitutes the entire agreement between them relating to the Engagement and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter. |
| 11. | Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement. |
| 12. | Nothing in this Agreement purports to limit or exclude any liability for fraud. |
Governing Law and Dispute Resolution
| 13. | The Agreement shall be governed by and construed in accordance with the laws of Singapore and the parties agree to submit to the exclusive jurisdiction of the Singapore courts. |
IN WITNESS WHEREOF the Parties have hereunto set their hands the day and the year first above written.
| SIGNED BY | ) |
| Long Ziyang | ) |
| For and on behalf of | ) |
| Republic Power Pte Ltd | ) |
| In the Presence of: | ) |
| | |
| | |
| SIGNED BY | ) |
| | ) |
| For and on behalf of | ) |
| Smorball Pte Ltd | ) |
| In the Presence of: | ) |
SCHEDULE 1
Project Development Milestones and Timelines.
| Key Milestones | Description & Deliverables |
| Requirements Analysis & Design | Functional Specifications |
| | - | 2 rounds of review will be conducted |
| | - | Responses from client to feedback (received in writing) are acceptable |
| Configuration and Setup | NFC devices |
| | - | Hardware deliverable and across check equipment specifications |
| | Medical Devices |
| | - | Medical hardware will be integrated into the system. |
| Software development | Online Platform & Mobile Application Module |
| | - | Fulfill all the functions which both client and solution provider had stated and agree on during the functional specification phase. |
| | - | All modules are in operational working condition, medical devices are all fully integrable to the system software. |
| Internal Development Software Testing | Online Platform & Mobile Application Module |
| | - | All the modules has been tested and bugs has been reported |
| Software Debugging | Online Platform & Mobile Application Module |
| | - | All bugs which has been identified during Internal Development Software Testing phase has been rectified |
| Internal Software Testing | Online Platform & Mobile Application Module |
| | - | 100% of test cases as per test specification are tested |
| | - | 100% of critical and high severity incidents raised are resolved or have approved workaround |
| | - | <95%> medium severity incidents raised are resolved/have approved worked around less than <10> medium severity incidents raised are outstanding |
| | - | <85%> low severity incidents raised are resolved/have approved worked around or less than <30> low severity incidents raised are outstanding |
| | - | Outstanding incidents raised are being worked on |
| User Acceptance Testing | User Acceptance Test Report |
| | - | 100% of test cases as per test specification are tested |
| | - | 100% of critical and high severity incidents raised are resolved or have approved workaround |
| | - | <95%> medium severity incidents raised are resolved/have approved worked around less than <10> medium severity incidents raised are outstanding |
| | - | <85%> low severity incidents raised are resolved/have approved worked around or less than <30> low severity incidents raised are outstanding |
| | - | Outstanding incidents raised are being worked on |
SCHEDULE 2
Payment Milestone, Payment Triggers and Timeline
| Key Milestones | | Amount Payable | | Payment Triggers |
| Requirements Analysis & Design | | SGD 64,000.00 | | Upon submission of research report and sign off from both parties |
| Configuration and Setup | | SGD 128,000.00 | | Upon signed and agreed functional specifications in document format |
| Software development | | SGD 256,000.00 | | Upon presenting usable demonstration (No document for this stage, Signed off Memo from both parties) |
| Internal Development Software Testing | | SGD 64,000.00 | | Upon demonstrable and usable demo (No document for this stage. Signed off Memo from both parties) |
| Software Debugging | | SGD 64,000.00 | | Upon demonstrable and usable demo (No document for this stage. Signed off Memo from both parties) |
| Internal Software Testing | | SGD 128,000.00 | | Upon submission of testing document and results of reactions of platform across various simulated scenarios |
| User Acceptance Testing | | SGD 128,000.00 | | Upon successful tasting acknowledgement from both sides in a Memo format and submitting the Testing documentation |
| Equipment Cost | | SGD 356,000.00 | | Deployment of Medbot |
| TOTAL | | SGD 1,188,000.00 | | |
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