THIS SUPPLEMENTARY DEED (“Deed”) shall be effective as at this date between V-MORE Merchants Pte Ltd (“VMPL”), AIM System Pte Ltd (“ASPL”) and you. Hereinafter, the parties above are collectively referred to as the “Parties” or each a “Party” or the “other Party”, as the case may be.
IT IS HEREBY AGREED as follows:
- ASPL and you each hereby agrees to enter into and be legally bound by the agreements and documents contained in the Schedule herein as at this date.
- 3.1. This Deed shall be governed by and construed in accordance with the laws of the Republic of Singapore. Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore to settle any disputes arising out of or in connection with this Deed.
- 3.2. Confidentiality. You agree that, for perpetuity:
- 3.2.1 to keep strictly secret and confidential, and under no circumstances to disclose to any person or entity which is not a Party to this Deed, any information regarding the terms of this Deed unless disclosure of such information is expressly permitted by VMPL and/or ASPL’s prior written consent; and
- 3.2.2 that all communications between you and VMPL and/or you and ASPL and all information and other material supplied to or received by you from VMPL and/or ASPL which is either marked "confidential" or is by its nature intended to be exclusively for the knowledge of the recipient alone and any information concerning the business transactions or the financial arrangements of the Parties or of any person with whom any of them is in a confidential relationship with regard to the matter in question coming to the knowledge of the recipient shall be kept confidential by the recipient unless or until compelled to disclose by judicial or administrative procedures or in the opinion of its counsel, by other requirements of law, or the recipient can reasonably demonstrate that it is or part of it is, in the public domain, whereupon, to the extent that it is public, this obligation shall cease only to the extent required under the respective circumstances.
- 3.3. Release and Indulgence. Any liability to any Party may in whole or in part be released, compounded or compromised or time or indulgence given by that Party in that Party’s absolute discretion as regards any other Party under such liability without in any way prejudicing or affecting the first Party’s rights against any other Party or Parties under the same or a like liability whether joint and several or otherwise.
- 3.4. Remedies. No remedy conferred by any of the provisions of this Deed is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any of the Parties shall not constitute a waiver by such Party of the right to pursue any other available remedies.
- 3.5. Time of the Essence. Any time, date or period mentioned in any provision of this Deed may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time shall be of the essence.
- 3.6. Entire Agreement. This Deed is in substitution for all previous deeds or agreements between all or any of the Parties relating to the subject matter of this Deed and document exhaustively the entire set of legal obligations between the Parties relating to the subject matter of this Deed.
- 3.7. Amendments. No amendment or variation of this Deed shall be effective unless executed by or on behalf of each of the Parties.
- 3.8. Severance. If any provision of this Deed or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further.
- 3.9. Costs and Expenses. Each Party shall bear its own costs and expenses incurred in the preparation, negotiation and execution of this Deed (including stamp fees) and related documents.
- 3.10. Assignment. The rights and obligations under this Deed may not be assigned by any Party without the consent in writing of all the other Parties.
- 3.11. Further Assurance. The Parties shall do all such acts and things and execute and sign all such documents and instruments as may be necessary, desirable or expedient to give effect to the terms of, and the commercial understanding of the Parties recorded in, this Deed and the documents in connection herewith.
- 3.12. Counterparts. This Deed may be executed in two or more counterparts, all of which together shall constitute one and the same instrument. Any Party may enter into this Deed by executing any such counterpart and each counterpart may be executed by the Parties and transmitted by facsimile and shall be as valid and effectual as if executed as an original. For the avoidance of doubt, in the case of execution by way of counterparts, this Deed shall not be deemed to be concluded until the last of such counterparts shall have been executed.
- 3.13. Applicability of the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore. The Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore shall not under any circumstances apply to this Deed and any person who is not a party to this Deed (whether or not such person shall be named, referred to, or otherwise identified, or form part of a class of persons so named, referred to or identified, in this Deed) shall have no right whatsoever under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce this Deed or any of its terms.