Supply of Services

The Provider agrees to supply information technology services (the “Services”). The specific details of the Services to be supplied shall be described in an accompanying Statement of Work or a separate agreement between the Parties.

The Provider shall perform the Services:

• Using reasonable care and skill;

• In accordance with generally recognised commercial practices and standards in the industry; and

• In compliance with all applicable laws and regulations.

The Client shall:

• Cooperate with the Provider in all matters relating to the Services;

• Provide such access to the Client’s data, network, and other facilities as may reasonably be required by the Provider;

• Respond promptly to any Provider requests to provide direction, information, approvals, authorisations, or decisions that are reasonably necessary for the Provider to perform its duties.

Any changes to the scope of the Services shall be agreed upon in writing and signed by both Parties. Unless otherwise agreed, the Provider shall be entitled to an adjustment of the compensation terms to reflect such changes.

All intellectual property rights arising out of or in connection with the Services shall be owned by the Provider, except where agreed upon otherwise in writing. The Client shall have a license to use any deliverables for the agreed purpose relating to the Services as set out in the accompanying agreement.

Each Party agrees to keep confidential and not disclose to any third party without prior written consent any confidential information that is exchanged as part of the Services.

Either Party may terminate this Agreement upon giving the other Party written notice if there is a material breach of its terms. Termination shall not affect any rights or obligations that accrued as of the effective date of termination.

Except in cases of gross negligence or wilful misconduct, the Provider’s aggregate liability for any claims relating to the Services shall not exceed the total amount of fees paid by the Client to the Provider under the Agreement.

This Agreement shall be governed by and construed in accordance with the laws Hong Kong, without giving effect to any choice or conflict of law provision or rule.

Any disputes or claims arising out of or in connection with this Agreement shall be amicably resolved through negotiation between the Parties. If a resolution is not reached, the dispute may be submitted to arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce.

This Agreement constitutes the entire agreement between the Parties regarding its subject matter, and supersedes all prior understanding or agreements, whether written or oral.