DEFINITIONS AND INTERPRETATION 1 Definitions

In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set forth opposite such expressions:

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“Auxiliary Services”: all training, business process review, bureau and other services required to support the E-Discovery Application (including services provided to the Academy to enable the Academy to fulfill its obligation herein) and the Subscribers using of the E- Discovery Application and more particularly described in Part [x] of the Proposal

“Call for Collaboration”: the call for collaboration by the Academy dated 8 June 2012 for the development and deployment of an eDiscovery solution for law practices in Singapore

“Commencement Date”: [date], or such other date as the Academy may specify in writing “Confidential

Information”:

proprietary material or information belonging either, to a Party or to any third party to which that Party owes a duty to maintain confidentiality (“Owner”), directly or indirectly placed into the possession of the other Party (“Recipient”) which material or information is not generally available to or used by others (except other persons whom Owner has granted licenses) or the utility or value of which is not generally known or recognised as standard practice, whether or not the underlying details are in the public domain, and includes, without limitation, all business information, computer software and computer technology, whether patentable or not, which is acquired by or on behalf of Recipient from time to time and which, owing to the relationship between Owner and Recipient, may become known to Recipient “E-Discovery

Application”:

an integrated, secured and multi-tenanted online platform utilising cloud computing technology which provides the tools required for electronic evidence management and for electronic discovery and more particularly described in Part [x] of the Proposal

“Force Majeure Event”: any event affecting performance of this Agreement arising from or attributable to acts, events, omission or accidents which are not reasonably foreseeable by, and which are beyond the reasonable control of, a Party including without limitation any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action (other than strikes, lock outs or other industrial actions involving only the employees of the affected Party), terrorist action, civil commotion and any legislation, regulation, ruling or omissions of any relevant government, court or any competent national or international authority

“Intellectual Property Rights”:

any and all copyrights, registered design rights, trade marks, trade names, insignia, service marks, semi-conductor topography rights, know how, database rights, patents and all other legal and beneficial intellectual and industrial property rights (whether registered or not) throughout the world no matter by what name or expression such rights may be known as in any particular country in the world and all applications for the

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same “Internationally Accepted

Standard”:

In respect of the E-Discovery Application and Auxiliary Services, the standard of performance expected of a skilled international service provider of e-Discovery ‘Software as a Service’ and includes using reasonable skill, diligence and prudence in the conduct of the relevant task, and in all other respects of the Agreement, the standard of performance expected of a skilled provider of equivalent services, including the use of reasonable skill, diligence and prudence in the conduct of the relevant task “LawNet Fee”: the fee (as set out in rule 14 and paragraph 1 of the Third

Schedule of the Singapore Academy of Law Rules) payable to the Academy by the Service Provider calculated at 5% of the total fees or charges received by the Service Provider for the provision of the E-Discovery Application, the Auxiliary Services and the Value Added Services

“Proposal”: any and all documents and information submitted by the Service Provider in response to the Call for Collaboration and includes any clarification, modification and addition subsequently submitted by them, which shall form part of the terms and conditions of this Agreement, a copy of which is set out in “Annexure A”

“Quarter”: a period of three calendar months commencing on 1 January, 1 April, 1 July and 1 October in each year of the Term

“Required Service Level:” in respect of any service in any period means the standard of performance referred to in Part [x] of the Proposal in the provision of that service in the period in question

“Subscriber”: a law practice (whether a corporate or unincorporated entity) in Singapore that has entered into the Subscription Agreement with the Service Provider to use the E-Discovery Application, the Auxiliary Services and the Value Added Services

“Subscription Agreement”:

the agreement in the form set out in “Annexure B”

“Subscription Fee”: the fees payable by a Subscriber to the Service Provider

“Term”: the total of the following phases:

(a) the Set-Up Phase of three (3) months commencing from the Commencement Date;

(b) the Pilot Phase of three (3) months commencing after the end of the Set-Up Phase;

(c) the Mass Deployment Phase of two (2) years commencing [xx] weeks after the end of the Pilot Phase; and

(d) any extensions or renewals thereafter pursuant to Clause 3.2 which shall be known as the Steady State Phase

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“Value Added Services”: such services that the Service Provider may provide the Subscribers that is not the E-Discovery Application and the Auxiliary Services

1.2 Interpretation

The headings in this Agreement are inserted for convenience of reference only and shall not be taken, read and construed as essential parts of this Agreement. All references to Schedules and Clauses shall be references to the schedules and annexures to and clauses of this Agreement. All references to provisions of statutes include such provisions as modified, re-certified or re-enacted. Words applicable to natural persons include any body of persons, company, corporation, firm or partnership corporate or incorporate and vice versa. Words importing the masculine gender shall include the feminine and neuter genders and vice versa. Words importing the singular number shall include the plural number and vice versa. Where two or more persons or parties are included or comprised in any expression, agreements, covenants, terms, stipulations and undertakings expressed to be made by or on the part of such persons or parties shall, unless otherwise provided herein, be deemed to be made by and be binding upon such persons or parties jointly and severally. All references to a natural person shall include such person's heirs, personal representatives, successors-in-title and permitted assigns. All references to a company shall include such company's successors-in-title and permitted assigns. All references to this Agreement shall include all amendments and modifications to this Agreement as shall from time to time be in force.