STATEMENT OF WORK FOR [INSERT A BRIEF DESCRIPTION OF THE SERVICES]

This Statement of Work (“SOW”) dated the last date of signature below is entered into between [Insert full
name of client entity] (“Client”) and [Insert full name of Agency entity] (“Agency”) and is made pursuant to
and is governed by the attached Terms and Conditions (the “Terms and Conditions”).

The parties hereby agree as follows:

Effect of SOW

1.1 Client wishes to obtain and Agency has agreed to provide the Services as described in this SOW in
accordance with the terms of the Terms and Conditions.

1.2 Any conflict between the terms and conditions of (i) this SOW; and (ii) the Terms and Conditions,
shall be dealt with in accordance with clause 1 of the Terms and Conditions.

2. Services and Deliverables

[PLEASE NOTE: THE TERMS AND CONDITIONS ATTACHED TO THIS SOW ARE FOR USE
WHERE WE’RE NOT PROCESSING ANY AUDIENCE DATA FOR THE CLIENT, AND DON’T
NEED TO USE CLIENT DATA POST THE END DATE FOR SERVICES. PLEASE SPEAK TO DAN
LEGAL IF THIS WILL IN FACT BE THE CASE.]

2.1 Agency shall provide the following Services to Client: [please insert, using as much detail as
possible].

2.2 The following is a non-exhaustive list of services which are specifically excluded from the Services
and fall outside of the scope of this SOW: [please insert].

2.3 Agency shall provide the following Deliverables to Client: [please insert, using as much detail as
possible].

3. Territories

[please insert].

4. Term

Start date of Services: [please insert].

End date of Services: [please insert].

5. Fees

[please insert, including currency details].

1
The parties agree to the terms of this Statement of Work, read with the terms of the Terms and
Conditions.

Agreed to and accepted by: Agreed to and accepted by:

_____________________________ _________________________________

Name: Name:

Title: Title:

Date of signature: Date of signature:

[Insert full name of Client entity] [Insert full name of Agency entity]

2
 TERMS AND CONDITIONS
Definitions
“Act” means the Singapore Personal Data Protection Act 2012.
“Agency” means the Dentsu Aegis Network entity responsible for providing
the Services pursuant to the Order.
“Client” means the entity receiving the Services pursuant to the Order.
“Deliverables” means the products of the Services, as more particularly
described in the Order.
“Fees” means Agency’s fees for providing the Services, as specified in the
Order.
“Order” means the estimate, invoice, media schedule, media plan,
statement of work or other document to which these T&Cs relate.
“Services” means the services to be provided by Agency to Client as set
out in the Order.
About these T&Cs
1. These terms and conditions (“T&Cs”) apply to the provision by Agency
to Client of the Services. When an Order is duly executed, the T&Cs
and the Order together form a binding agreement between the parties
for the provision and receipt of the Services (“Agreement”) unless the
parties have entered into or subsequently enter into a separate
negotiated agreement (such as a master services agreement), in which
case that other negotiated agreement will apply. Other than as set out
above, this Agreement will prevail over any terms or conditions (past,
present or future) contained in or referred to in any quotation, purchase
order, invitation to tender, request for proposal, request for information,
acceptance, correspondence or elsewhere or implied by law, trade
custom, practice or course of dealing. In the event of a conflict or
inconsistency between these T&Cs and the Order, the terms of the
Order will prevail, unless there is a conflict or inconsistency between the
Order and the terms of any of clauses 24-42 of these T&Cs, in which
case the terms of those clauses will prevail.
Provision of the Services
2. Agency is appointed as Client’s sole and exclusive advisor to provide
the Services to Client in the territory (“Territory”) and for the period
(“Term”) as is set out in the Order. Client shall not during the Term in
respect of the Territory obtain services from any other person or entity
that are the same as or substantially similar to the Services.
3. Agency shall provide the Services with reasonable skill and care.
4. Client can request that Agency cancels or amends any plans,
schedules or work in progress forming part of the Services. Agency
shall use reasonable endeavours to comply provided that it can do so
within its contractual obligations to third parties. In the event of any such
cancellation or amendment, Client shall: (a) reimburse Agency for any
charges or expenses incurred by Agency or to which Agency is
committed (including, without limitation, any charges imposed by third
parties arising from the cancellation or amendment); and (b) pay to
Agency the Fees covering the cancelled or amended plans, schedules
or work in progress forming part of the Services (together,
“Cancellation Charges”).
5. Client is solely responsible for ensuring (and shall ensure) that the
Deliverables: (a) are not false or misleading; and (b) comply with the
requirements of any applicable law, regulation, industry guideline or
industry code of practice. Client shall inform Agency without delay if
Client considers that any Deliverable submitted to Client by Agency for
approval is false, misleading or in any way contrary to any applicable
law, regulation, industry guideline or industry code of practice.
6. In respect of each of the Services, where Agency seeks approval within
a time-scale specified to Client, if no express approval or rejection is
received by Agency within that timescale then the Service will be
deemed to have been approved.
7. Agency may at its discretion elect to adapt or amend the Services to
address any Governmental or regulatory requirements.
8. If Client requests Agency to provide services other than or in addition to
the Services (“Additional Services”), the parties agree that the
Additional Services may be subject to separate terms and conditions,
including commercial terms. Where the Additional Services include
programmatic trading services, such services shall be treated as
services provided by an independent third party from Agency and the
provision of such services shall be solely upon separate terms and
conditions.
Financial Terms
9. Client shall pay to Agency the Fees (together with all out-of-pocket
expenses and other amounts paid or payable by Agency in providing
the Services) (the Fees and other amounts together being the
“Amounts Payable”).
10. Agency shall invoice Client for Amounts Payable as set out in the
Order. Where no invoicing frequency is specified in the Order, Agency
can invoice for Amounts Payable on dates chosen by it in its discretion.
DAN Singapore Short Form Terms and Conditions October 2019
11. Client shall pay invoices (without any right of set-off, deduction or
counterclaim) within the time period specified in the Order to an account
specified by Agency. If no time period is specified in the Order, Client
shall pay invoices within 30 days after the date of invoice.
12. If: (a) the Client may be unable to punctually meet all of its payment
obligations under this Agreement to the Agency’s reasonable
satisfaction; and (b) Client is unwilling or unable to provide advance
payment or a form of security to the satisfaction of Agency, Agency
may: (i) cancel existing expenditure commitments and the Client shall
pay all associated Cancellation Charges; (ii) automatically suspend its
obligations in relation to committing to expenditure under this
Agreement; and/or (iii) terminate this Agreement by giving the Client at
least 7 days’ written notice. Where a surcharge is levied by a supplier
against Agency due to late payment and this results from late payment
by Client, Client shall immediately reimburse to Agency the amount of
such surcharge, together with any accrued interest charged by the
supplier in respect of the overdue amount.
13. If a media owner levies late copy charges against Agency and such
charges do not result from a breach by Agency of this Agreement,
Client shall immediately reimburse the amount of such late copy
charges to Agency.
14. Client shall bear all taxes, foreign exchange costs and levies and
charges, statutory or otherwise including service tax, advertising taxes
and levies related to the Services which may be in force from time to
time.
Intellectual Property Rights
15. Subject to full payment of all Amounts Payable and the terms of clauses
16., 17. and 20. below, intellectual property rights in and to the
Deliverables will be owned by Client.
16. Agency retains all intellectual property rights in and to any ideas,
artwork, copy, data, models, marks, designs, photographs, code,
software, films, sound recordings and other material owned by Agency
or licensed to Agency by a third party and not created or commissioned
specifically for Client pursuant to this Order (“Agency Material”).
Agency hereby grants Client a non-exclusive, non-transferable licence
to use any Agency Material forming all or part of the Deliverables in the
Territory solely for the purpose of receiving and making use of such
Deliverables, as described in the Order.
17. Agency shall (at Client’s cost) use reasonable endeavours to obtain for
Client all usage rights in Commissioned Material, as agreed by the
parties at the time such material is commissioned. “Commissioned
Material” means all artwork, copy, data, models, marks, designs,
photographs, code, software, films, sound recordings and other material
the creation of which is commissioned by Agency from third parties on
behalf of Client during the Term and forming all or part of the
Deliverables. Client is responsible for all other clearances.
18. Client grants to Agency a non-exclusive, royalty free licence to use in
connection with provision of the Services all artwork, copy, data,
models, marks, designs, photographs, code, software, films, sound
recordings and all other material protected by intellectual property
rights, owned by or licensed to Client (“Client Material”).
19. Client hereby grants to Agency a non-exclusive, royalty free, worldwide,
sub-licensable licence to use the Deliverables for the purpose of
promoting its own business (for example, but without limitation, on its
corporate websites and in entering materials for industry awards).
20. Agency retains all know how obtained in connection with the Services
and nothing in this Agreement prevents Agency from using any know
how, methodologies, ideas or concepts acquired before or during the
performance of the Services for any purpose.
Term and Termination
21. The Term starts on execution of the Order (or such other start date as is
specified in the Order) and, unless specified otherwise in the Order, will
continue in force for an initial period of one (1) year and, thereafter, for
successive renewal periods of one (1) year, unless either party provides
written notice to the other at least thirty (30) days prior to expiry of the
initial period or applicable renewal period.
22. Either party may terminate this Agreement by written notice to the other:
(i) if the other party is in material breach of this Agreement and (if
capable of remedy) does not remedy that breach within 30 days of a
written notice specifying the breach and requiring its remedy; or (ii) if
the other party has a receiver, administrative receiver, administrator,
liquidator or provisional liquidator appointed over all or any part of its
assets (or their respective equivalents in any other jurisdiction).
23. Except as otherwise permitted by this Agreement, upon termination of
this Agreement, Agency shall: (i) cease all use of and access to Client
data directly or indirectly prepared and provided to the Agency by the
Client in connection with the Services, including Client Personal Data
(as defined in the Act) (“Client Data”); and (ii) promptly destroy all
Client Data and copies of Client Data, except for copies retained
through ordinary backup measures and as required by law.

Warranties and Indemnities
24. Each party warrants that it has full power and authority to enter into this
Agreement.
25. Agency warrants that, to the best of its knowledge and belief and save
as otherwise agreed with Client, the Deliverables shall not be copied
wholly or substantially from any third party work for which neither
Agency nor Client has cleared the necessary rights. Agency indemnifies
Client from and against any third party claim that arises from breach by
Agency of its warranty in this clause. To the maximum extent permitted
by applicable law, Agency expressly excludes all other warranties.
26. Client warrants, represents and undertakes that: (i) it shall at all times
comply with its obligations in clause 5.; (ii) any information it provides to
Agency in connection with the Services (including facts about its
products or services), are at all times accurate, complete and not
misleading; and (iii) any Client Material provided by or on behalf of it to
Agency shall not infringe the intellectual property rights of any other
person. Client indemnifies Agency from and against any third party
claim that arises from breach by Client of any of its warranties,
representations and undertakings in this clause.
Liability
27. Nothing in this Agreement seeks to limit or exclude liability for death or
personal injury caused by negligence, for fraud or for any other type of
liability that cannot be limited or excluded under applicable law.
28. Where applicable, it is expressly understood and agreed between the
parties that as part of Agency’s provision of media services, while
Agency undertakes to use commercially reasonable endeavours: (i) in
the preparation of any estimated and target figures; and (ii) to prevent
the display of Client advertising on websites of, or in proximity to
content that is of, a pornographic, defamatory, obscene or illegal nature
(“Objectionable Display of Client Advertising”), these are matters
which are ultimately beyond the control of Agency, and hence no
warranties are given by Agency as to: (A) the accuracy of such
estimates or targets, such figures actually being met or user interactions
with that advertising once it appears; or (B) the prevention of the
Objectionable Display of Client Advertising.  Agency will promptly take
steps to remove any Objectionable Display of Client Advertising upon
becoming aware of the same.  However, no liability shall attach to
Agency in respect of any losses suffered by Client or by any third party
by reason of: (a) the reliance of Client on any estimates or targets; or
(b) any Objectionable Display of Client Advertising.
29. To the maximum extent permitted by applicable law, neither party shall
be liable to the other for any:
a. loss of actual or anticipated income (whether direct or indirect);
b. loss of actual or anticipated profits (whether direct or indirect);
c. loss of contracts or business; or
d. special, indirect or consequential loss or damage of any kind,
howsoever arising under or in connection with this Agreement, whether
in contract, tort (including negligence), breach of statutory duty or
otherwise, and including under the indemnity obligations under this
Agreement.
30. Save in relation to the confidentiality obligations under clause 31., to the
maximum extent permitted by applicable law, the maximum aggregate
liability of Agency to Client under or in connection with this Agreement,
whether in contract, tort (including negligence) breach of statutory duty
or otherwise (including under the indemnity obligations under this
Agreement), will not exceed an amount equal to 100% of the aggregate
Fees (excluding, for the avoidance of doubt, any third party expenditure
paid or payable by Agency on Client’s behalf) paid or payable under this
Agreement by Client to Agency.
General
31. Each party undertakes that it will keep confidential and not at any time
hereafter use or disclose to any person, except: (i) to its professional
representatives and advisors; (ii) in the case of Agency only, to its
affiliates, sub licensees or sub-contractors (including, without limitation,
business process outsourcing services providers); or (iii) as may be
required by law or any legal or regulatory authority, the terms and
conditions or existence of this Agreement or any trade secrets,
business ideas, market opinions, information and/or material concerning
the business or affairs of the other party (or any other information of a
confidential nature which is designated as such by such other party)
which may have or may in the future come to its knowledge
(“Confidential Information”). These confidentiality obligations shall
not apply to any Confidential Information that: (i) is or becomes part of
the public domain through no fault of the receiving party; (ii) can be
shown by the receiving party to the disclosing party's reasonable
satisfaction to have been known to the receiving party prior to the
disclosure by the disclosing party without any obligation to keep such
Confidential Information confidential; (iii) is required by law or any
governmental or other regulatory authority to be disclosed or by the
order of a court of competent jurisdiction; or (iv) is independently
DAN Singapore Short Form Terms and Conditions October 2019
developed by the receiving party without any breach of this Agreement
as evidenced by written records.
32. Each party shall comply with its obligations under the Act. To the extent
that Agency Processes any Personal Data on behalf of Client, the
parties acknowledge and agree that Agency shall act as a Data
Intermediary (as such terms are defined in the Act) and shall: (a)
comply with, and only act on, reasonable Client instructions regarding
the Processing of Personal Data; and (b) protect the Personal Data by
making reasonable security arrangements.
33. Each party shall comply with all applicable laws, statutes, regulations
and codes relating to anti-bribery and corruption, including without
limitation the UK Bribery Act, the US Foreign Corrupt Practices Act and
the Singapore Prevention of Corruption Act. Each party agrees that it
has and shall have in place all policies and procedures needed to
ensure compliance with such requirements.
34. Unless otherwise agreed between the parties, Agency acts as principal,
not as agent for Client. For the avoidance of doubt, this does not restrict
Agency from incurring expenditure on Client’s behalf, where agreed as
part of the Order.
35. No addition to or modification of this Agreement will be binding on the
parties unless made in writing.
36. Neither party shall be liable for any failure to perform or delay in
performance of any of its obligations under this Agreement (other than
payment obligations) caused by circumstances beyond its reasonable
control (“Force Majeure Event”). The affected party shall use all
reasonable endeavours to mitigate the effect of the Force Majeure
Event.
37. Agency may subcontract any or all of its obligations or assign or
sublicense any or all of its rights to other entities in the Dentsu Aegis
Network group. Subject to the foregoing, neither party may assign,
transfer, charge, sublicense, subcontract or deal in any other manner
with this Agreement or any of its rights under it without the prior written
consent of the other party, such consent not to be unreasonably
conditioned, withheld or delayed.
38. A person who is not a party to this Agreement has no right to rely upon
or enforce any term of this Agreement.
39. This Agreement constitutes the entire agreement and understanding of
the parties relating to the subject matter of this Agreement and
supersedes any previous agreement or understanding between the
parties in relation to such subject matter. The parties also hereby also
exclude all implied terms in fact. In entering into this Agreement, the
parties have not relied on any statement, representation, warranty,
understanding, undertaking, promise or assurance of any person other
than as expressly set out in this Agreement. Each party irrevocably and
unconditionally waives all claims, rights and remedies which but for this
clause it might otherwise have had in relation to any of the foregoing.
40. If any provision of this Agreement is found to be invalid or
unenforceable then such invalidity or unenforceability will not affect the
other provisions of this Agreement, which will remain in full force and
effect.
41. This Agreement (and any and all disputes arising out of or in connection
with this Agreement (including without limitation any alleged breach, or
challenge to the validity or enforceability, of this Agreement or any
provision hereof)) will be subject to the laws of Singapore.
42. Any and all disputes arising out of or in connection with this Agreement
will be finally settled by binding arbitration under the Arbitration Rules of
the Singapore International Arbitration Centre (“Rules”) (which Rules
are deemed to be incorporated by reference into this Agreement) by
one arbitrator, appointed in accordance with the Rules. The arbitration
will take place in Singapore and the language of the arbitration will be
English. This clause will not prevent Agency from taking action against
Client through any court of competent jurisdiction in relation to: (a) the
non-payment or late payment of Amounts Payable; or (b) interim or
injunctive relief.