APPENDIX V SPECIMEN CONTRACT - SIA Engineering Company

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Security Deposit means the deposit amount paid/payable upon award of the tender by the Vendor to SIAEC inSingapore dollars equivalent to five percent (5%) of the Contract Sum.Services means the works to be performed by the Vendor for the Project pursuant to this Contract and performanceof its respective obligations under this Contract, including but not limited to the services described in Section 4 of theSpecifications (Scope of Work) and all associated and ancillary services relating to the provision, implementation andoperation of the System, as may be more particularly described in the Specifications.Service Level shall have the meaning ascribed to in Section 6 of the Specifications (Service Level).Software means the software programs to be developed and implemented by the Vendor for SIAEC for use as partof the System, referred to in Section 4 of the Specifications (Scope of Work), and all modifications, bug fixes,corrections, substitutions, improvements, enhancements, additions, updates and upgrades thereto made by theVendor pursuant to this Contract.Specification refers to the details and specifications of the Project including (but not limited to) the scope and timingof supply, warranty and maintenance of the System contained in as contained in Appendix II of the TenderDocuments as may be modified per the mutual agreement of the Parties.System Acceptance means the date on which SIAEC accepts the System.System means the Software and any other computer software application, operating or utility software system, or anycomputer software development tool, to be developed and delivered by the Vendor, including without limitation allspecifications, documentation and other materials relating thereto, running together with the Hardware and otherapplicable software or hardware to form the flight assignment system.Targeted System Completion Date means the [date] by which completion of the entire System, ready foroperational use, is targeted to be achieved.Tender Documents shall mean and include the following:The Tender Application Form;Appendix I comprising these Terms and Conditions;Appendix II comprising the Specifications;Appendix III comprising the “Vendor Profile” form to be duly completed by the Vendor;Appendix IV comprising “Interested Party Transaction” disclosure form to be duly completed by the Vendor;andAppendix V comprising the ContractActual System Completion Date means the actual date by which the entire System is completed, ready foroperational use.Viruses means any electronic virus or other information including but not limited to cancelbots, worms, Trojans orother harmful component.Warranty Period means the period of [ months].]the System Acceptance(months commencing on the date immediately followinga. Words denoting persons shall include corporations, companies, firms or other bodies as the case may be;words denoting the masculine gender shall include the feminine gender and neuter genders and vice versa;and singular shall include plural and vice versa.b. References to this Contract include the appendices hereto which shall form an integral part of this Contractand be interpreted accordingly.c. Headings are inserted for the ease of reference only and shall not affect the construction thereof.d. Unless otherwise specifically provided, all references in this Contract to dolar amounts shall be in SingaporeDollars.e. References in this Contract to ‘working days’ shall exclude Saturdays, Sundays, and all gazetted publicholidays in Singapore.f. References in this Contract to “SIAEC users” or expressions of similar meaning and effect shall extend tosuch entities which SIAEC controls, directly or indirectly. For the purposes of this Contract, the “expression”
control in the relevant context shall mean either (a) control of at least 50% of the issued share capital of anentity; (b) control of at least 50% of the voting rights attached to the shares of the issued share capital of anentity, (c) control of the composition of the board of directors of an entity, or (d) undertaking or control of themanagement and/or operation of the business of an entity.1 Application of Tender DocumentsThe terms and conditions contained in the Tender Documents shall apply to the extent they are notsuperseded by the provisions of this Contract. In addition, the Vendor’s proposal submitted pursuant to theSpecifications to the extent agreed by SIAEC shall also form an integral part of this Contract. The Systemand the Project must be made/meet with this Contract and the Tender Documents, in particular theSpecifications and no departures from any specifications may be made without the prior written consent ofSIAEC.2 Vendor’s ObligationsThe Vendor shall:a) implement the Project diligently, efficiently, in a timely manner in accordance with the Project Scheduleand with reasonable care and skill according to the standards in the industry for similar services;b) use appropriately qualified and skilled personnel to provide the Services. The Vendor shall use the staffidentified in Section 2 Part 6 (Project Organisation Chart and Project Team) or such staff as shall havebeen approved by SIAEC (in its’ sole discretion) as comprising the Vendor Project Management Team toperform its obligations under this Contract and will not without the consent of SIAEC change the staffallocated. SIAEC may at its’ reasonable discretion require the Vendor to substitute any of its staff in theVendor Project Management Team;c) adhere to SIAEC’s administrative procedures applicable to the Vendor and SIAEC’s reasonableinstructions and guides issued from time to time in relation to the Project made available to the Vendorand which may be revised by SIAEC from time to time;d) adhere to the IT Security Requirements set out in Section 8 (IT Security Requirements) and which maybe revised from time to time;e) conform with any laws, statutory orders, regulations and standards applicable to the Project including, butnot limited to any applicable regulations of telecommunications or media utility companies or bodies, andapply for all necessary licenses or permits required for the implementation of the System;f) ensure the members of the Vendor Project Management Team attend progress meetings as required bySIAEC, and prepare and deliver a progress report in writing to SIAEC in time for discussion at the nextprogress meeting. This report will include a report on the progress of the Project and such other mattersas SIAEC may require.g) cooperate fully with SIAEC and with other vendors or service providers of SIAEC of products, services orrelated software systems which interface or are operated or to be operated as part of or in conjunctionwith the System or any part thereof, as and when directed by SIAEC in connection with the System, andin good faith assist in, participate and contribute to discussions or matters raised by SIAEC with a view todetermining and implementing a reasonably practical solution to issues arising in relation to theinterfacing and connection of the System to such products services and systems.h) ensure that it will resolve any problems/issues arising from the interfacing of the System with theproducts, services or related software systems of other third party vendors which interface or areoperated or to be operated as part of or in conjunction with the System or any part thereof and this will beduly resolved without prejudice to the Vendor’s obligations to perform the Services and deliver and installthe System with no additional costs to SIAEC. This includes modifying the source codes, if necessary.i) where the Vendor and its subcontractors (if any) and its authorized personnel has been granted accessto SIAEC’s premises in connection with the Vendor’s performance of its obligations under this Contract,the Vendor will comply and will ensure that its employees, subcontractors (if any) and other authorizedpersonnel comply, with SIAEC’s site or office regulations (including its working arrangements with othervendors or contractors) and other instructions whilst at SIAEC’s premises, and with the SIAEC Termsand Conditions on Usage of IT Resources set out in Section 8 (Terms and Conditions of Usage of ITResources) and Section 10 (Specimen Individual Non-Disclosure Contract) and which may be revised
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APPENDIX V SPECIMEN CONTRACT - SIA Engineering Company

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