Mozat - Standard Terms and Conditions

Standard Terms and Conditions

1. Territory

Subject to the terms of the agreement executed between Mozat and the Company (this "Agreement"), the rights granted to the Company under this Agreement shall extend only within the Territory and the Company hereby undertakes to Mozat that it will not make any use nor will it permit or authorise any use directly or indirectly of the Service nor will it offer or provide any information or assistance concerning the IPR or the Service or sell or market the Service to any person, firm or undertaking whom it knows or ought to know intends or may seek to use or resell the Service outside the Territory.

2. Payments

2.1	All sums paid or payable by the Company to Mozat under this Agreement shall be deemed fully earned by Mozat and non-refundable. For the avoidance of doubt, no goodwill or the rights in and associated with the IPR and the Service will pass to the Company as a result of the payment of any sums to Mozat.

2.2	The Company shall, at its sole expense, obtain all legally required remittance authorisations and permits necessary to make all required payments under this Agreement. All costs of currency exchange, electronic transfers and banking charges for the transfer of funds shall be borne by the Company. In the event any payment hereunder to Mozat for any reason is not made in the Designated Currency, then payment to Mozat shall be made in another currency to be designated by Mozat and calculated and converted (to the extent necessary) according to the exchange rate determined by Mozat and the amount of such payment in such other currency shall be increased to the extent necessary to cover all costs, losses and expenses (including costs of currency exchange and bank charges) incurred by Mozat in converting such payment to the Designated Currency.

2.3	Any payment not actually received by Mozat on or before the date (the "Payment Date") any fee, payment or revenue is due and payable by the Company to Mozat shall be deemed overdue. In the event that any sum due to Mozat is not paid by the Company on any Payment Date or any other applicable due date, such sum shall bear interest on a daily basis and on the actual number of days elapsed from the date of such default to the date of actual receipt (as well as after or before judgment) and subject to the maximum sum permissible at law, at the rate of fifteen percent (15%) per annum.

2.4	If so required by Mozat and as and when required by Mozat, the Company agrees, at its expense, to maintain and preserve and to forthwith deliver to Mozat (in such form and substance as shall be prescribed by Mozat from time to time) full, complete and accurate records and reports pertaining to the sale of the Service within the Territory in accordance with Applicable Law and generally accepted accounting principles in the Territory and the performance by the Company of its obligations under this Agreement, including but not limited to records and information relating to the following: supporting vouchers, invoices and delivery notes and such other records and reports as may be prescribed by Mozat from time to time.

2.5	Without prejudice to the foregoing, the Company expressly authorises Mozat and its agents, representatives or employees to so inspect and audit, or cause to be inspected and audited, or to take copies of all or any of the Company's sales and income tax records and returns and any other accounting records, books, records and documents relating to the transactions contemplated under this Agreement. The Company shall execute any documents and undertakes to fully co-operate with Mozat and/or its designated representatives and independent accountants hired by Mozat to conduct any such inspection or audit. Upon Mozat exercising its right hereunder to conduct an inspection or audit of all or any of the Company's accounting records, books, records and documents and if such inspection or audit discloses an understatement of the Revenue, the Company shall pay to Mozat, on the next Payment Date after receipt of the inspection or audit report, the amount of such understatement, plus interest (at the rate and on the terms provided in Paragraph 2.3 hereof from the date originally due until the date of receipt. Further, if such inspection or audit is made necessary by the Company's failure, neglect or refusal to furnish the reports, supporting records or other information on a timely basis, the Company shall reimburse Mozat for the cost of such audit or inspection, including without limitation, the charges of any independent accountant and the travel expenses, accommodation expenses and compensation of Mozat's agent, employees or representatives. The foregoing remedies shall be in addition to Mozat's other remedies and rights under this Agreement or the general applicable laws.

3. Tax

3.1

All payments by the Company under this Agreement, whether in respect of principal, interest, fees or any other item, shall be made in full without any deduction or withholding (whether in respect of set off, counterclaim, duties, taxes, charges or otherwise whatsoever) unless the deduction or withholding is required by law, in which event the Company shall:-

3.1.1	ensure that the deduction or withholding does not exceed the minimum amount legally required;

3.1.2	forthwith pay to Mozat such additional amount so that the net amount received by Mozat will equal the full amount which would have been received by it had no such deduction or withholding been made;

3.1.3	pay to the relevant taxation or other authorities within the period for payment permitted by applicable law the full amount of the deduction or withholding (including, but without prejudice to the generality of the foregoing, the full amount of any deduction or withholding from any additional amount paid pursuant to this sub-paragraph);

3.1.4	furnish to Mozat within the period for payment permitted by the relevant law, either (a) an official receipt of the relevant taxation authorities involved in respect of all amount so deducted or withheld; or (b) if such receipts are not issued by the taxation authorities concerned on payment to them of amounts so deducted or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding; and

3.1.5	provide to Mozat a statement for the amounts so deducted or withheld and the payments to which they relate.

3.2

All payments to be made under this Agreement shall be exclusive of any goods and services tax or other applicable sales tax or duty, which shall be added to the payment due and payable by the Company.

3.3

In addition to and without prejudice to the foregoing, the Company shall pay all custom duties, licence fees, taxes or other charges applicable to the sale and distribution of the Service within the Territory whether acquired from Mozat or any other person.

4. Intellectual Property Rights

4.1

The Parties hereby acknowledge that any and all IPR are and shall remain the Mozat's sole property or the property of such other third party as may be identified herein and the Company shall not allow any third party to access or use the Service without any written approval from Mozat. For this purpose, the Company shall not, and shall not permit any other person to:-

4.1.1	reverse engineer, decompile or disassemble any of the IPR and/or the Service;

4.1.2	duplicate, interfere with, contribute to, support, amend, tamper with, damage or harm, all or any part of the IPR and/or Service in any manner whatsoever, including without limitation, duplication by way of electronic transfer and storage in any electronic storage system;

4.1.3	separate the Service and/or any IPR used therein into its discrete component parts for use on more than one computer or hardware;

4.1.4	use in any way the trade marks or service marks of Mozat as associated with the Service; or

4.1.5	engage in any other form of commercial exploitation of the Service otherwise than in the manner contemplated under this Agreement.

4.2

The Company acknowledges that Mozat is the owner the goodwill and all other rights in and associated with the IPR vests absolutely in Mozat and that it is the intention of the Parties that all such rights will at all times hereafter and for all purposes remain vested in Mozat. The Company shall accordingly hold any goodwill generated by the Company in any manner and in respect of any subject matter whatsoever during the Term as bare trustee for Mozat who shall remain at all times the beneficiary and owner of such goodwill. In the event that any right as aforesaid shall at any time accrue to the Company by operation of law or howsoever otherwise the Company will at its own expense forthwith on demand do all such acts and things and execute all such documents as Mozat shall deem necessary to vest such rights absolutely in Mozat.

4.3

The Company shall use the IPR only in such manner as may be authorised in writing from time to time by Mozat and shall not use any of the IPR as part of any corporate or trade name or with any prefix, suffix or other modifying words, terms, designs or symbols, or in any modified form, nor may the Company use any IPR in connection with the performance or sale of any unauthorized services of any other products and/or services. The Company agrees to prominently display the IPR on the supplies or materials designed by Mozat and in connection with packaging materials, forms, labels and advertising and marketing materials used in relation to the Service. All IPR shall be displayed in the manner prescribed by Mozat. The Company agrees to execute any and all instruments and documents, render such assistance and do such acts and things as may, in the opinion of Mozat, be necessary or advisable to protect and maintain Mozat's interests in the IPR.

4.4

In no circumstances will the Company apply for registration as proprietor of any of the IPR in any part of the world but if at the time Mozat desires to apply for registration of any of the IPR and has so applied, the Company shall make in its own name or jointly with Mozat as it may direct and do all such acts and things and execute all such documents necessary for obtaining such registration or to assign such registration and all other rights in such mark to Mozat.

4.5

If it becomes advisable at any time, in the absolute discretion of Mozat, to modify or discontinue use of any of the IPR or to use one or more additional or substituted names or marks, the Company shall at its sole cost and expense immediately do so at the direction of Mozat and the Company absolutely waives any right that it may have to contest Mozat's title in such names or marks. Without prejudice to the aforesaid, in the event that Mozat is unable or no longer has the right or licence to use any or all of the IPR for any reason whatsoever, Mozat shall notify the Company thereof and within fourteen (14) days of Mozat's notification, elect in a notice in writing to Mozat, one of the following:-

4.5.1	to continue with this Agreement in which case this Agreement shall continue in force and Mozat shall prescribe to the Service a different trade mark, service mark, trade name, logo, design, symbol, emblem, insignia, fascia, slogan, copyright, know-how, information, drawing, plan and other identifying material whether or not registered or capable of registration and all other proprietary rights available or adopted by or designated now or at any time by Mozat or as Mozat in its absolute discretion may so direct, for use in connection with the Service and the definition of "IPR" used in this Agreement shall apply with necessary modifications thereto accordingly; or

4.5.2	terminate this Agreement in which case this Agreement shall terminate with effect from a date specified by Mozat and the provisions of Paragraph 8.4 shall apply.

4.6

The Company shall forthwith give notice to Mozat of any of the following matters which may at any time during the continuance of this Agreement come to the attention and knowledge of the Company or its directors, agents and employees, giving full particulars thereof:-

4.6.1	any and all circumstances which may constitute an infringement or suspected infringement of the intellectual property rights in or in relation to the IPR or any suspected passing-off by any third parties and any claim, demand or cause of action based upon or arising from any attempt by any other person or entity to use such intellectual property rights or any variation thereof; and

4.6.2	any litigation commenced by any person or entity involving any such intellectual property rights.

4.7

In no event shall the Company take any action regarding such infringement or claim without the prior written consent of Mozat but shall take such action as may be reasonably required by Mozat Provided That Mozat shall have the first right but not the obligation at any time, to decide whether to take such action as Mozat deems fit to prevent, terminate or defend any infringement or claims of infringement by any third party arising out of the use of the IPR. Mozat shall bear all reasonable costs and expenses of any such action Provided That such infringement or claim did not arise from the Company's acts and/or omissions and/or defaults. If Mozat decides to take any action, the Company shall promptly and fully notify Mozat in writing of all the relevant facts of the claim or challenge of the third party and provide all documents, information and co-operation as Mozat may require including the execution of all necessary documents and being joined as a party to any legal proceedings, where necessary.

4.8

Where a third party has registered a trade mark similar to any IPR within the Territory, and the third party is the legal owner thereof, the Company shall inform Mozat promptly upon it having notice thereof. Without prejudice to Paragraphs 4.6 and 4.7 hereof, Mozat shall have the sole right to examine and consider the terms and conditions for the acquisition of the said trade mark by the Company and Mozat shall have the sole option of deciding whether or not to purchase it.

4.9

The Company hereby agrees and acknowledges that:-

4.9.1	Mozat does not warrant, and shall not under any circumstances whatsoever, be liable or responsible to the Company, any Users and/or any third parties for any liability, loss or damage whatsoever or howsoever caused if any third party application or services, including without limitation, Facebook, Twitter, Instant Messaging Service (collectively the "Third Party Applications") fails to be installed into, or be connected or interfaced with the Service, for any reason whatsoever;

4.9.2	Mozat is not the owner of any intellectual property rights in and to Third Party Applications and shall not under any circumstances whatsoever, be liable or responsible to the Company, any Users and/or any third parties for any liability, loss or damage arising out of any failure, incompetence or defects caused in and to such Third Party Applications as a result of, or in the event such Third Party Applications are connected with, or interfaced with, or installed, or attempted to be connected with, or interfaced with or installed on the Service, for any reason whatsoever; and

4.9.3	the acceptance of the Service on any third party application stores, including without limitation, the Apple Appstore, Nokia Ovi Store, Blackberry Market, Android Market (collectively the "Third Party Application Stores") shall be subject to the terms, conditions, rules, policies and final decision of such Third Party Application Stores and Mozat does not warrant or guarantee that the Service will be accepted by any Third Party Application Stores, and Mozat shall not under any circumstances be liable or responsible for any liability, loss or damage arising out of any failure, refusal and/or decision by such Third Party Application Store not to accept the Service, for any reason whatsoever.

4.10

The Company agrees and acknowledges that notwithstanding that the Service may be branded under different brand name, unless otherwise agreed by Mozat in writing, Mozat shall be entitled, and hereby reserves the right at all times to place the identifying mark "Powered by Mozat" on the Service and to provide a direct link in the Service software licence information to Mozat's website.

5. Confidentiality and Non-Competition

5.1

The Company hereby acknowledge that it will have access to Mozat's Confidential Information and, therefore, is in a unique position to use the special knowledge the Company will have gained by virtue hereof. The Company acknowledge and agrees that it will not acquire any interest in such Confidential Information and shall at all times preserve in confidence all Confidential Information The Company further acknowledge that the Confidential Information is a valuable, special and unique asset of Mozat's business, access and knowledge of which is essential to the performance of the Company's obligations hereunder. The Company shall not use (except for the purposes of performance of this Agreement), disclose, publish, transfer, provide or otherwise make available to any third party any of the Confidential Information in any form or on any media to any person, except to (i) Users, but only strictly for the limited purpose of using the Service and only as to such information as approved for disclosure by Mozat to such Users; and (ii) those employees of the Company who must have access to the Confidential Information in connection with their employment in order to fulfil the Company's obligations hereunder.

5.2

As used herein, the term "Confidential Information" means all secret and confidential information belonging to Mozat of whatever nature including without limitation, all business plans, financial, technical, operational, commercial, staff management, software specifications, design materials, templates, unpublished data and documents describing inventions, secret processes, trade processes, technical information, methods, research, technical knowledge relating to customer requirements; pricing information, quotations, licence models; knowledge of markets for the Service; preparatory materials and other information, data, experience and expertise including any and all text, applets, subroutines, modules, codes, data, interfaces, music, images, photographs, animations, video, audio and multimedia and of whatever kind whether written or in oral form which is either directly or indirectly disclosed to the Company or received by the Company from Mozat and/or its employees, advisors or consultants or that may be communicated to the Company or of which the Company may be apprised by virtue of this Agreement.

5.3

For the purpose of ensuring confidentiality as provided under this Paragraph 5, the Company hereby undertakes to Mozat that:-

5.3.1	the Company shall take all appropriate action, whether by instruction, agreement or otherwise, to ensure the protection and confidentiality of the Confidential Information. The Company shall be liable for any breach of this Paragraph 5 by the Company's employees and/or any third party who are allowed access to Confidential Information by the Company;

5.3.2	keep absolutely confidential any Confidential Information before and after the Term and where so required by Mozat, to ensure and procure that each director, employee, agent, representative, independent contractor or any person shall, before commencing any duty in relation to the Service, execute a confidentiality agreement in form and substance approved by Mozat;

5.3.3	monitor compliance of such confidentiality agreements and to adopt and implement all reasonable procedures prescribed from time to time by Mozat to prevent unauthorized use or disclosure including without limitation, restricting the access thereto;

5.3.4	if there is any breach of such confidential agreements, promptly inform Mozat upon so discovering;

5.3.5	take such steps or actions to dismiss, terminate the employment of, remove from office or replace any director, employee, agent, representative, independent contractor or any such person whatsoever who breaches any terms and conditions of the confidential agreements entered into pursuant to Paragraph 5.3.2; and

5.3.6	take any legal action or proceedings against the person if deemed necessary by Mozat and such costs and expenses (including all legal costs and expenses) of taking such legal action or proceedings shall be borne by the Company Provided That this shall be without prejudice to any causes of actions or rights or remedies Mozat may have against that director, employee, agent, representative, independent contractor or any person who is in breach.

5.4

The Company hereby irrevocably and unconditionally agrees and undertakes to Mozat that it will not, and shall procure that no other third party shall, without the prior written consent of Mozat, for the Term and for the period falling one (1) year after the date of expiry or termination of this Agreement, individually, or jointly with others, either directly or indirectly in any capacity, whether for itself or himself, or through, on behalf of, or in conjunction with any person, partnership, corporation or other entity

5.4.1	be directly or indirectly employed or engaged in, contract with or be interested in any business (the "Competitive Business") within the Territory (as hereinafter defined) which in the absolute opinion of Mozat is of the same of similar to or likely to be in competition with the business of Mozat;

5.4.2	develop, supply, provide or act as agent or distributor or partner in relation to any product or service (whether of itself or any third party) which in the absolute opinion of Mozat is similar to the Service or any other product or service derived from or based on any of the IPR to any other person carrying on a Competitive Business

5.4.3	directly or indirectly carry on for his own account either alone or in partnership or joint venture or be concerned or interested as a director, manager, employee, principal, agent or consultant of or in any business, enterprise or company engaged or about to be engaged in any Competitive Business within the Territory; or

5.4.4	own, maintain, manage, operate, engage in, in any capacity whatsoever, whether directly or indirectly have any financial or beneficial interest in, advise, assist or render services or make loans to, any Competitive Business or any other business or undertaking that may conflict with its obligations under this Agreement.

5.5

While the restrictions set out in this Paragraph 5 are considered to be reasonable in all the circumstances it is agreed between the Parties that if any one or more of such restrictions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the circumstances for the protection of Mozat's legitimate interest but would be adjudged reasonable if any particular restriction or restrictions were deleted or if any part or parts of the wording thereof were deleted, restricted or limited in a particular manner then the restrictions shall apply with such deletions, restrictions or limitations, as the case may be.

5.6

The Company hereby acknowledges that a breach of the covenants contained in this Paragraph 5 will be deemed to threaten immediate, substantial, and irreparable injury to Mozat. Accordingly, the Company agrees that Mozat shall have the right, without prior notice to the Company to obtain immediate injunctive relief without limiting any other rights or remedies of Mozat.

5.7

The Company hereby agrees and authorizes Mozat to list the Company in Mozat's customer list in connection with or for the purposes of all or any of Mozat's marketing, promotion and public relations activitives, including without limitation, trade fairs, exhibitions and/or advertisements.

5.8

Notwithstanding anything contained elsewhere in this Agreement, this Paragraph 5 shall survive the expiry or termination of this Agreement howsoever caused and shall continue thereafter in full force and effect.

6. Exclusions and Indemnities

6.1	The Service is provided on an "As Is Where Is" basis and Mozat and its affiliates and related corporation makes no representation or warranty, whether express or implied (to the extent permitted by law) and to the maximum permitted by law, Mozat and its affiliates and related corporations expressly disclaims all warranties and conditions as to the use, security, accuracy, reliability, non-infringement, satisfactory quality or fitness for any particular purpose or that the use of the Service will be uninterrupted and free of any viruses or bugs, or that all errors in the Service will be corrected, or that functionality of the Service will meet the Company's or the Users' needs, whether those arising by statute or otherwise in law or from a course of dealing or usage of trade. To the maximum extent permissible by law, Mozat and its affiliates and related corporations assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect any equipment, hardware (including without limitation, Handsets) or other property on account of any access to, use of, or browsing or downloading of any materials, data, text or images in relation to the use of the Service. In no event shall Mozat and its affiliates and related corporations be liable for any injury, loss, claim, defect, interruption, delay in operation or transmission, communication line failure, breach of intellectual property rights, copyright infringement, damage, or any special, exemplary, punitive, indirect, incidental or consequential damages of any kind (including, but not limited to lost profits or lost savings), whether based in contract, tort, strict liability, or otherwise, which arises out of or is in any way connected with (a) any use of the Service or any other links or contents accessible therefrom, (b) any failure or delay (including, but not limited to the use of or inability to use any component of the Service), or (c) the performance or non performance by Mozat or any of its affiliates or related corporations, even if such party has been advised of the possibility of damages to such parties or any other party.

6.2	If, notwithstanding the foregoing and to the maximum extent permissible by law, Mozat or any of its affiliates or related corporations is found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or use of the Service or its content, the liability of Mozat or any of its affiliates or related corporations shall in no event exceed, in the aggregate, an amount equivalent to ten percent (10%) of the aggregate sum that has been paid or is payable by the Company to Mozat for the Service as at the time when the loss or damage arose. In its sole discretion, in addition to any other rights or remedies available to Mozat or any of its affiliates or related corporations and without any liability whatsoever, Mozat at any time and without notice may terminate or restrict you and/or your Users' access to any component of the Service.

6.3	The Company hereby agrees and acknowledges that the Service provides Users with opportunities to link to, or otherwise use, sites and services offered through or by third-party(ies). Any use of or access to these third-party services or sites is subject to terms posted by these third-party(ies). The Company further agrees and acknowledges that Mozat does not have any control over any third-party site or service and Mozat shall not be responsible for any changes, modifications, withdrawals or termination by any third-party service (including any changes, modifications, withdrawals or termination of any contents or features thereof resulting in the need for additional licences to be paid for by the Company and/or any Users) including, without limitation, any links that may be contained in or accessible through such third-party service. Mozat has not tested any content found on any sites linked on this page and does not give any representation regarding the quality, safety, suitability or reliability of such third party web sites or any of the materials or data contained in them. The Company shall ensure and procure that Users shall take their own precautions when using the Service to ensure that any access to such third parties' sites is free of such items as viruses, worms, Trojan horses and other items of a destructive nature. Mozat has no control over and is not responsible for the measures, if any, that are taken by such third party sites to protect the privacy of user information. The Company shall ensure and procure that Users shall check the privacy policy of any third party site before providing personally identifiable information. The Company agrees that it will make its own independent judgment regarding it and the Users' interaction with these third-party sites or services. Any inclusion by Mozat of advertisements for, or links to, a third-party site or service does not constitute an endorsement by Mozat thereof.

6.4	The Company hereby agrees and undertakes, jointly and severally, fully and effectively to indemnify and keep indemnified and hold harmless Mozat, its affiliates and their shareholders, officers, agents, employees, directors, successors and assigns (each an "Indemnitee") before as well as after the expiry or termination of this Agreement from and against all or any all or any losses (including loss of profits and other similar losses), liabilities, obligations, damages, judgments, deficiencies, claims, demands, suits, proceedings, arbitrations, assessments, costs and expenses (including insurance premiums paid on behalf of the Company, all legal and professional expenses and all goods and services taxes incurred thereby on a full-indemnity basis) which Mozat may at any time incur as a result of any and all breaches by the Company or any of its agents, contractors, servants, employees, representatives or licensees, of the obligations under this Agreement or arising out of or in connection with Mozat exercising its termination rights pursuant to Paragraph 8.2, including improper use of the Service and/or IPR or otherwise by Mozat taking any step to enforce, preserve, dispute, defend or investigate its rights or claims pursuant to this Agreement. If any Indemnitee incurs any additional costs or expenses as a consequence of the Company not being able to fulfill its obligations under this Agreement, the Company shall, within seven (7) days of receipt of a written demand from Mozat, fully reimburse those additional costs.

7. Compliance with Applicable Law and Good Business Practices

7.1

The Company agrees to procure all necessary applications to secure, pay for, obtain and maintain in force and effect, all licences, bonds, approvals, consents, permits and certificates required from time to time by Applicable Law in relation to the sale, distribution, marketing and promotion of the Service in the Territory.

7.2

The Company agrees that in all dealings with its customers (including the Users), it will adhere to the highest standards of honesty, integrity, and fair dealing and ethical conduct. The Company shall notify Mozat in writing within five (5) days of:-

7.2.1	the commencement of any action, suit, investigation or proceeding;

7.2.2	the issuance of any order, writ, injunction, award or decree of any court, government body or agency or other governmental authority;

7.2.3	any change in Applicable Law which may affect the Company, its financial condition, or that would impact this Agreement or the relationship of the Parties hereto; or

7.2.4	any change in Applicable Law which may affect the Company, its financial condition, or that would impact this Agreement or the relationship of the Parties hereto; or

8. Termination of this Agreement

8.1

Each Party shall be entitled to terminate this Agreement at any time by giving to the other Party at least one (1) months' prior written notice.

8.2

Notwithstanding Paragraph 8.1 above, Mozat shall be entitled to terminate this Agreement at any time upon the occurrence of any one or more of the following events (the "Events of Default" and each an "Event of Default"):-

8.2.1	the Company shall at any time fail to pay when due any amount payable (including any interest for default or non-payment thereof) to Mozat under this Agreement or otherwise and the outstanding amount is due and owing to Mozat for more than fourteen (14) days; or

8.2.2	the Company commits a breach of any provision of this Agreement which is incapable of remedy or, if in the sole opinion of Mozat is capable of remedy and is not remedied within the period specified by Mozat in its notice, after such written notice has been given requiring remedy of the breach; or

8.2.3	the Company shall purport to effect any assignment, transfer or encumbrance of any of its obligations hereunder other than in accordance with the terms hereof; or

8.2.4	the Company or any of its officer, director or employee gives to Mozat any false or misleading information or knowingly or negligently maintains false records in respect of the sale of the Service or submits false reports to Mozat or makes any misrepresentation in connection with this Agreement; or

8.2.5	the Company becomes insolvent, or (in Mozat's sole opinion) is unable to pay its debts, or stops or suspends, or threatens to stop or suspend, payment of all or a material part of its debts, or proposes or makes a general assignment or any arrangement or composition with or for the benefit of its creditors or a moratorium is agreed or declared in respect of or affecting all or a material part of its indebtedness; or any step or petition is taken by any person including the Company or its members for the winding up or dissolution of the Company or for the Company to be placed under the judicial management of a judicial manager; or a receiver and/or manager is appointed in respect of any properties or assets of the Company or distress or execution is levied or enforced upon or sued against any part of the properties or assets of the Company; or if events or circumstances analogous to any of the foregoing events occurs in relation to the Company under the laws of any jurisdiction; or

8.2.6	the Company supplies or provides, or allows any other parties to use or have access to the Service in breach of the terms and conditions of this Agreement; or

8.2.7	a third party acquires majority ownership or effective control of the Company, or any company carrying on a Competitive Business acquires any share or interest in the Company or acquiring any representation in the board of directors or management of the Company, without the prior written consent of Mozat; or

8.2.8	Upon the occurrence of any Events of Default, Mozat shall be entitled to take any one or more of the following actions without further reference to the Distributor:

8.3

any other provision of this Agreement permitting termination by Mozat becomes applicable.

8.3.1	terminate this Agreement and such termination shall become effective either immediately or upon the expiry of such period as stipulated in the notice;

8.3.2	itself take whatever action it considers necessary to cure the breach at the Company's cost (including, without limitation, administrative costs), such cost to be payable by the Company to Mozat within the period specified in a written demand from Mozat; and/or

8.3.3	limit or withhold the supply of any products, supplies, materials, equipment or services to be supplied to the Company by Mozat (including but without limitation, the Service).

8.4

Upon the termination or expiration of this Agreement for any reason, all rights granted hereunder to the Company shall forthwith terminate and the Company shall, without demand:-

8.4.1	immediately pay to Mozat the full amount of all monies then or thereafter due together with any interest thereon up until the date of payment (including without limitation, amounts owed for purchases by the Company from Mozat and interest thereon to the date of payment);

8.4.2	immediately cease to use, display or advertise in any way whatsoever or otherwise dispose of, act upon or destroy as Mozat shall direct any and all of the IPR which are or may be associated with Mozat and/or the Service and shall take such action as may be required to cancel registrations relating to the Company's use of any of the IPR. In addition, the Company shall immediately cease to use any marketing or other materials which identify it as being in any relationship or representing the Mozat and/or the Service, and shall cooperate with Mozat in effecting an orderly transition of the Company's activities hereunder from the Company to Mozat or to any successor of the Company as designated by Mozat, as the case may be. Each Party shall be responsible for the costs it incurs in connection with the transition of the Company's activities to either Mozat or the designated successor of the Company;

8.4.3	at its sole expense, promptly (a) remove or delete from its computer libraries any copies of the Service or data relating to the Service installed pursuant to this Agreement, (b) return to Mozat all copies of the software or programmes associated with the Service, Confidential Information, and all signs, advertising materials, stationery, invoices, forms, specifications, designs, records, data, samples, models, programmes, drawings and all other materials and supplies pertaining to or concerning the Service or identified by or bearing any of the IPR, whether in original or altered form or copied in whole or in part, (c) destroy all internally created documents incorporating Confidential Information, and if the Company shall fail to destroy, return or deliver to Mozat any of the foregoing documents or materials, the Company hereby authorizes and permits the authorised agents or representatives of Mozat to enter into the premises of the Company and take all necessary action for such purpose at the sole expense of the Company;

8.4.4	do all such acts and things and execute all such documents as Mozat shall require or direct, in particular but without limitation such notification of cessation of use of the IPR as is necessary for the purpose of recording the same at the relevant or applicable trade marks registry, if applicable;

8.4.5	promptly advise all of its employees, agents, and consultants of the termination or expiration of this Agreement and the termination of its rights to market or distribute the Service and the Company shall (a) obtain the return from each such employee of all copies of the Service and materials relating thereto, (b) cease all training of its employees in the use and features of the Service, and (c) advise its employees in writing of their continued duty to hold in confidence and not to use, reproduce, disclose, transfer or transmit, in whole or in part, in any manner, the Service and any of the Confidential Information which may be duplicated, recreated or utilised; and

8.4.6	if so required by Mozat, furnish Mozat, within seven (7) days after the effective date of the termination or expiration of this Agreement (whichever is applicable) a certificate signed by an officer of the Company certifying the return or destruction of all such materials.

9. No Partnership or Agency

9.1	The Company shall not pledge the credit of Mozat nor represent itself as being the agent, partner, employee or representative of Mozat and shall not hold itself out as such nor as having any power or authority to incur any obligation of any nature express or implied on behalf of Mozat and nothing in this Agreement shall operate so as to constitute the Company an agent, partner, employee or representative of Mozat.

9.2	The Company shall not make any statement, representation or claim and shall give no warranty to any person in respect of the Service and/or the IPR save such as are specifically authorised by Mozat.

10. Miscellaneous Provisions

10.1	No failure of Mozat to exercise any power given to it hereunder or to insist upon strict compliance by the Company with any obligation or condition hereof and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of any of Mozat's rights hereunder.

10.2	No waiver by Mozat of any particular default by the Company shall affect or impair Mozat's rights in respect of any subsequent default of any kind by the Company, nor shall any delay or omission of Mozat in exercising any rights arising from any default affect or impair Mozat's rights in respect of the said default or any other default of the Company hereunder. Subsequent acceptance by Mozat of any payments by the Company shall not be deemed a waiver of any preceding breach by the Company of any of the terms, covenants or conditions of this Agreement.

10.3	This Agreement may be executed in one or more counterparts, each of which shall be deemed as original, but all of which together shall constitute one and the same agreement.

10.4	Each of the restrictions and provisions contained in this Agreement and in each paragraph and sub-paragraph hereof shall be construed as independent and severable of every other such restriction and provision to the effect that if any provision of this Agreement or the application of any provision to any person, firm or company or to any circumstances shall be determined to be invalid or partially invalid or unenforceable then such determination shall not affect any other provision of the Agreement or the application of such provision to any person, firm, company or circumstance all of which other provisions shall remain in full force and effect.

10.5	All notices required to be given pursuant to this Agreement shall be in writing and in the English language and shall be delivered personally, or by facsimile or registered mail (postage prepaid, return receipt requested) to the respective Parties to their last known address or facsimile or to such other address and facsimile number as either Party may have furnished to the other Party in writing in the manner set forth above. Any notice or communication delivered in person will be deemed effective upon delivery and any notice or communication which are posted are deemed effective five (5) days after posting. Any notice or communication sent by facsimile will be deemed effective on the date stated on the answerback confirmation of completion of transmission of such facsimile.

10.6	This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements in connection with the subject matter hereof. No director, employee or agent of Mozat is authorised to make any representation or warranty not contained in this Agreement and the Company acknowledges that it has not relied on any such oral or written representations. No variation or waiver of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorised director or employee of the Parties.

10.7	This Agreement shall inure to the benefit of, and be binding upon, the Parties hereto and their respective permitted successors and assigns.

10.8	This Agreement is binding upon the Parties hereto and their respective executors, administrators, heirs, permitted assigns and successors in interest. This Agreement shall not be modified except by written agreement signed by the duly authorized representatives of the Parties.

10.9	Notwithstanding the date of signing of this Agreement, this Agreement shall become legally binding as of the Commencement Date.

10.10	Any amendment and supplement of this Agreement shall be made in writing by the parties. Only amendments and supplements in writing and duly executed by the authorized representatives of the Parties will be deemed as a part of this Agreement and will have the same legal effect as this Agreement.

10.11	This Agreement is written in two (2) identical copies of which each Party keeps one (1) copy.

10.12	Each Party bears its own costs of negotiation, execution, delivery and entry into of this Agreement.

11. Governing Law and Jurisdiction

This Agreement and all rights and obligations of the Parties shall be governed by and construed in accordance with the laws of Singapore and subject to Paragraph 12 below, the Parties agree to submit to the non-exclusive jurisdiction of the Courts of Singapore.

12. Dispute Resolution

12.1	The Parties hereby agree that they shall in good faith use their best endeavours to settle any dispute out of or difference between the Parties including any question regarding its construction, existence, validity, termination or as to any matter or thing of whatsoever nature arising under this Agreement (the "Dispute"), through friendly consultation. In the event that no settlement can be reached through consultation within thirty (30) days after one Party asks for consultation, the Parties agree such Dispute shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC") for the time being in force which rules are deemed to be incorporated by reference into this Paragraph.

12.2	The Tribunal shall consist of one (1) arbitrator to be appointed by the Parties, or failing agreement within fourteen (14) days after any Party has given to the other Party a written request to concur in the appointment of an arbitrator, a single arbitrator to be appointed on the request of any Party by the Chairman of SIAC. The arbitration shall be conducted wholly in the English language.