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Fitness and Health International Pte Ltd6 Ubi Road 1 #04-10

Wintech Centre S(480726)Tel: 6842 4577

Fax: 6747 2096Email: [email protected]

Website: www.fhi-online.comProvision of Service for SPE Networks - Asia Pte Ltd

Fitness and Health International Pte Ltd (FHI) proposes to provide the following workplace health promotion consultation and services for SPE Networks - Asia Pte Ltd (SPE).

Timeline to launch of programDate Action By 9 Jul Finalise program, Sign program agreement SPE 11 Jul Ready with grant proposal FHI14 Jul Submit grant proposal SPE Nov Grant approved Jul Launch of program

Suggested timeline for grant and award 2015 1st new comer grant for SPE2016 2nd new comer grant for SPENov 2016 Receive Bronze HEALTH Award 2017 1st Bronze grant for SPE2018 2nd Bronze grant for SPENov 2018 Receive Silver HEALTH Award 2019 1st Silver grant for SPE2020 2nd Silver grant for SPENov 2020 Receive Gold HEALTH Award 2021 1st Gold grant for SPENov 2022 Receive 2nd Gold HEALTH Award2023 2nd Gold grant for SPE Nov 2024 Receive Platinum HEALTH Award2025 1st Platinum grant for SPE2026 2nd Platinum grant for SPE

(1) Service

a. Consultation and management of workplace health programConsultation services include: Improving health indicators (needs analysis, goal setting, program planning, evaluation of

program) Ensuring approval of grant funding (proposal and report) Achieving Singapore H.E.A.L.T.H. Award (if applicable on Award year) Advice for health-promoting policies Advice for introducing supportive physical and organizational environment for health

promotion Advice for setting up of health promotion committee Advice for marketing ideas (e.g. conceptualization of launch mechanism and incentive scheme) Recommendations to overcome obstacles in implementation Two face-to-face meetings (one and half hours each) with workplace health manager and one

program launch (30minutes) by program manager Workplace health manager to monitor program development One changes of program* within program period (i.e. 15 months from date of signing

agreement)

Management services include: Marketing

4 Jul 14 1





o e-poster for publicity of activities – two A4 standard design templates will be provided by FHI

- request for other poster designs will be chargeable at $20/design- request for other poster size will be chargeable, fee varies for size

required – limited to 2 change in poster text– any additional change in text will be chargeable at $2/change– change/new design/new size will be completed in 3 working days– printing and delivery of poster will be charged separately

o Post-program report/articles for newsletter/interview for testimonyo Design and printing of marketing collaterals (fee applies)

Reduce workload of committee memberso direct contact with individual committee member for implementation o logistic support and coordination e.g. book the park, arrange the transport and refreshment (fee applies)

(Out of pocket cost such as transport, printing and delivery fee will be charged)* Change of program as defined by the change in category of activity e.g. exercise class to change to sports try out, talks to change to health games. Changes within categories are not applicable e.g. change from talk on anticancer diet to talk on stress management

b. Health educationi. Talk /Workshop (1hour)SPE to provide venue, computer, lcd projector and screen. 1hour/session.

ii. E-tips and quiz Week 1 - Health education tips will be given in terms of email tips. Company to email out the tips to employees. Online quiz based on the tips on previous week will be conducted. FHI to provide e-poster on quiz with internet link to online quiz embedded in e-poster. Company to email out e-poster to employees. Quiz forms based on the tips will be provided. Quiz box will also be provided for return of the quiz forms. Week 2 - FHI will collect back the quiz forms, quiz box and tent cards. FHI to collate the answers for quizzes and announce the winners via e-poster. FHI will collate the answers for quizzes and announce the winners via e-poster. FHI to deliver prizes before this week. Company to give out prizes to winners.

iii. Focus Process Consultation (Topic discussion facilitated by psychologist) To be held at company. 1.5hours/session. Participants can pose questions with regards to the topic of the session, fellow participants can offer suggested solutions, psychologist will facilitate the session and offer suggested solutions too. Max 20pax. Company to provide flip chart, post it note and pens and to arrange chairs in a small circle for 20pax.

iv. Mental wellness campaign – Emotional IntelligenceWeek 1- Mental health carnival 5 facilitators and 1 project leader will set up the game booths for 2hours, employees are free come for the games any time within the period, each person will take approx 20mins to complete the following booths: Booth 1 – Emotional Snakes and Ladders Board GameThe aim is to get to the finish square of the game board before your opponent. 2 player/2 team game, Roll the dice and move appropriate number of squares. If you land on snake, answer a

4 Jul 14 2





question about reducing negative feelings correctly to avoid sliding down, if you land on a ladder, answer question about increasing positive emotions correctly to ascend ladder. Get to “finish” square to receive a stamp. Booth 2 –Pretty PleaseListen to three communication options. Write down the communication option most likely to get their point across to the listener without offending them. Play till you get it right to get a stamp. Booth 3 – What Are They Feeling?Pick an emotion stick. Find a matching facial expression, gesture and posture on the board (match ‘anger’ to picture of a frown). Slide magnet (carom style) on top of 2 appropriate emotion pictures to win a stamp. Booth 4 – What Fuels Your Rainbow?Circle a positive emotion you felt in this past week. List a trigger which helped produce this positive emotion. Drop your “Triggers to Positive Emotion” card in lucky draw box. Collect stamp and take-home card. Booth 5

- Post campaign mental well-being e-survey for same 20 employees and giving out of survey tokens (worth $5/piece, 20 pieces)- Exchange for a token worth $2 each (100 pieces).

WobblersCompany to put up - four different types of wobblers on different ‘food for thought on happiness will be placed in

the office. (5 pieces /wobbler, 4 wobblers)- wobblers of sunflower shape with messages ‘Smile’ and ‘Be Happy’ to remind employees to

relax and smile. (5 pieces /wobbler, 2 wobblers).Best smile contest1 clown will walk around the launch area to entertain the employees. Photos will be taken by 1 non-professional photographer. Photos will be provided to the company in softcopy. Prizes will be provided to winners of best smile (prize worth $20, 1 winner).Week 2 – e-message on emotional intelligence and mental wellness - announcement of lucky draw winners for return of chart (prize worth $20, 1 winner).Week 3 - Post campaign mental well-being e-survey for same 20 employees and giving out of survey tokens (worth $5/piece, 20 pieces each for SPE). v. Health games2hours, to be held at the company. Employees who attempts at all stations will be receive a token.Each participant takes approx 15 minutes to complete all booths, participants can attend the carnival at any time during the 2 hours. FHI to have 9 facilitators and 1 project leader to bring along the game logistics and tokens for the carnival. o Booth 1 - Heart health –1 stamp will be given for 1 word unscrambled within 1 minute. o Booth 2 - Fruits and vegetables – complete 1 clue of ‘down’ or ‘across’ of cross-word-puzzle to

get a stamp.o Booth 3 - Low fat intake –Spin the wheel to answer a question on low fat intake o Booth 4 - Low sugar and salt intake – guess the amount sugar/sodium in 1 type of food

correctly within 1 minute to get a stamp.o Booth 5 - Grains - Throw the dice and answer 1 question correctly within 1 minute to get a

stamp. Start point for a participant is the box where the previous person landed.o Booth 6 - Glycemic index – place 1 set of food in respective category correctly within 1 minute

to get a stamp.

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o Booth 7 - Beverage – take a look at the nutritional features of each type of beverage in a box for 30 seconds and answer questions about nutritional value of the beverage after that.

o Booth 8 - Ergonomics – ‘Fish’ for one correct and wrong posture within 1 minute. o Booth 9

o Read poster on calendar for the yearo Exchange token (worth $3/token)

c. Ergonomicsi. Exercise to stretch and strengthen muscles to prevent body discomfortParticipants who attended appointment are invited to join the ergo exercises which teaches exercises to strengthen and stretch the muscles. To be held in the office, two 30minute back-to-back sessions to reach out to more employees. Week 1 – Back and coreWeek 2 – Shoulder and neckWeek 3 – Knees and ankleWeek 4 – Wrist and fingers

d. Physical activityi. Inter-company Tournament Fees include organisation of tournament, drinks, souvenior and prizes for winners of tournament

ii. Coastal dash8 challenge stations await the participants along the route as the teams brisk walk a pre-determined distance. The distance can be scaled according to the fitness level of the participants. Challenges include activities which test the participants’ teamwork, flexibility, coordination skills and reflex.

iii. Pirates of the Southern Sea – Treasure hunt at Sentosa 3hours. Teams first need to answer the brain teaser correctly before they are given a clue card and a pirate flag at the starting point to head towards their first station. At every station, teams will meet a pirate facilitator who will provide them with games/ questions that they have to complete. Once the teams complete the challenge, they will be given a clue card to their next station, as well as given 1 try to pick a colored key /puzzle that they need to open the treasure box. There are 8 pirate hideouts which the teams can visit to challenge the pirates in order to obtain pieces of treasure map and keys to the treasure box. Once a team has collected the necessary keys and can guess the treasure spot, the team can proceed to locate the treasure box and win the hunt. Teams need not visit all 8 hideouts.

iv. Nuts About BallsAll participants are divided into 8 teams of approx 15pax. Each team to gain points in each game: 1st 80 points 2nd 70 points 3rd 60 points 4th 50 points etc, the team with the most points at the end of all the games will win.

Program230pm Transport pick up from office3pm Briefing315pm Castle Attack Captain’s Ball Human Table

Soccer Coney Crater

345pm Coney Crater Castle Attack Captain’s Ball Human Table Soccer415pm Human Table

SoccerConey Crater Castle Attack Captain’s Ball

445pm Captain’s Ball Human Table Soccer

Coney Crater Castle Attack

515pm Refreshment and Prize presentation

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Website: www.fhi-online.com

K and Q

B1 m

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Provision of Service for SPE Networks - Asia Pte Ltd6pm End of day Human Table Soccer Each team will choose 1 team members to be the goalkeepers who will guard the opposing team’s goal area. Remaining members will divide themselves into 3 groups (A, B and C). Each group will position themselves between each Opposing Group A, B and C. Area of play is within marked zones. Players must lock their arms together to form a line. Players can only move sideways along marked lines formed by cones. Ball can be passed with any body part except the hands. Team with highest number of goals scored after 5 minutes wins Captain’s Ball6 (or more) players on each team. Each team selects one person to be a 'goal catcher' and two others as 'shooters' the remaining team members become fielders. Fielders may take up any position they like outside of the circles on their half of the pitch. The 'goal catcher' goes over to the other half of the pitch and stands in the goal circle, the shooters also go over to the other half of the pitch and stand in the other circles.Goals are scored if the goal catcher catches a ball thrown by the shooters with both having at least one foot in their circles. Goals cannot be scored from balls thrown to the goal catcher by the fielders. Coney CraterParticipants will be split into 2 groups, with an equal number of crater (concave) and coney (convex) cones spread randomly all over the play area. Each team will be assigned as the crater or the coney team. When the time starts running, participants will have to flip their opponents’ cones to their desired position (if I’m a convex, I will flip all the crater cones over, vice versa). Time will stop after 1minute of play, and the judge will count the most number of convex/ crater cones to determine the winning team. Castle Attack! (For sheltered court, 2 teams)Each team to send 2 players to be the ‘knights’, 2 players to be the ‘king’ and ‘queen’, 1 player to be ‘body guard’. Each knight is given 2 balls. The rest of 5 team members queue up to take turns to replace ‘knights’ when he/she has thrown out 2 balls.King and Queen are each given a 1-meter space to move about. Body guard stands 1 meter away from the King and Queen.Knights are free to run to hit the ball towards King or Queen, 1 meter away from the Body guard. Body guard does not ‘die’ when the ball hits him. Team with the last King and Queen alive wins, in the event that no team has both King and Queen alive at the end of game, the team with the King alive wins.

LegendK = King; Q = Queen, B = Body guard = Replacement knights

4 Jul 14

Knight can hit from here.

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v. Exercise classTo be held in the office, SPE to provide speaker for mp3 player.

e. Online survey collation FHI to upload questions online for the employees with access to internet at work. FHI to close the survey and collate the results. FHI will provide a consolidated result of online survey.

f. Basic health screeningFHI works with The Clinical Laboratory Pte Ltd / Central Corporate Wellness for basic health screening (fasting required). Basic health screening includes measurement for BMI (height and weight); blood pressure; blood will be drawn to test for blood glucose and blood cholesterol (full lipid test). Company to receive a corporate report of basic health screening. The vendor will ask employees whether they want to pay for comprehensive health screening with blood drawn, it is an optional service. All individual health screening reports will be reviewed by a doctor, who will sign off a cover letter (with recommendations) to the participant.Fee for basic health screening:Above 60 pax/day/site First 200-Free Basic, from the 201th employee $8/pax25-60 pax/day/site $5 /paxless than 25 pax /day/site $300 administrative fee

(2) Suggested Calendar

Month Health education / Others Physical activities Jul Launch of program + Health games

Aug Pirates of the Southern SeaYoga (4 sessions)

Sep(mental wellness) Anger management e-tips and

online quizZumba (4 sessions)

Oct Pilates (4 sessions)

Nov (mental wellness) Focus Process Consultation - Developing resilience to adversity/challenge

Nuts About Balls

DecJan (mental wellness) Emotional intelligence campaign Feb

Mar (mental wellness) Focus Process Consultation - Transforming workplace conflict

Kickboxing (4 sessions)

Apr Coastal Dash

May

(mental wellness) Focus Process Consultation - Making your emotions work for you

Exercise to stretch and strengthen muscles to

prevent body discomfort (4 sessions)

JunHealth screening

Lifestyle & interest survey

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(3) Fees

Service Unit Cost Quantity Sub-totalGeneral health grant Consultation and management Jul 14 to Jun 15 $1500Exercise to stretch and strengthen muscles Yoga matsResistance bands

$130/session$15/piece$10/piece

4 sessions20 pieces20 pieces

$1020

Online survey collation $1/returned copy Approx. 100 returned copies $100Health games Fee includes game logistics, 1 project leader and

9 facilitators (2hours), complimentary 100 tokens (worth $3/token)

2000

ZumbaYogaKickboxingPilates

$150/session$120/session$120/session$120/session

4 sessions4 sessions4 sessions4 sessions

$2040

Nuts About Balls Fee includes game logistics, 1 project leader, 1 first aider and 9facilitators for 3hours,

complimentary: prizes for champion team and 1st runner up team of 15pax (worth $20/prize and

$15/prize respectively), transport (3buses, 40-seater, 2-way), refreshment (120pax, $6/pax), sound system, rental of venue ($95/court/hour,

3 courts, 4 hours + 20% venue rental as levy for bringing food in, payable to venue owner)

$5123

Pirates of the Southern Sea Fee includes game logistics, 1 project leader, 16 facilitators (3hours), complimentary:

prizes for champion and 1st runner up team of 8pax (worth $20/prize and $15/prize

respectively), transport (3buses, 40-seater, 1-way) and entrance fee to Sentosa for bus and participants, refreshment (120pax, $6/pax)

$4352

Coastal Dash Fee includes game logistics, 1 project leader, 16 facilitators (2hours), complimentary:

prizes for champion and 1st runner up team of 10pax (worth $25/prize and $15/prize

respectively), transport (3buses, 40-seater, 2-way), refreshment (120pax, $6/pax)

$3880

Mental health grantMental wellness campaign $2930Focus process consultation $500/session 3 sessions $1500E-tips and online quiz Fee includes 10 prizes (worth $30/prize) $570TOTAL FEE PAYABLE TO FHI

(subject to GST) $25,015

Activities paid by SPE directlyBadminton court booking exclude GST, arranged by SPE $1600Race registration exclude GST, arranged by SPE $600Bowling (rental of show and bowling alley)

exclude GST, arranged by SPE$4700

Workplace health course $380/pax exclude GST, 1pax $380Total program feeSPE Expenditure

(subject to GST) $32,295

Less Mental Health grant ($5,000)

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Less Workplace Health grant ($10,000)Total fee amount payable by SPE

(less grant, subject to GST) $17,295

(4) Terms and Conditions

This Agreement is made on 9 July 2014 between Fitness And Health International Private Limited (Company Registration No. 200104257R) a company incorporated in Singapore and having its registered office at 6 Ubi Road 1 #04-10 Wintech Centre Singapore 408726 (hereinafter referred to as “FHI”) and SPE Networks - Asia Pte Ltd (Company Registration. No. ___________) a company incorporated in Singapore and having its registered office at ____________________________ 10 Changi Business Park Central 2, #03-01 Hansapoint@CBP, Singapore 486030 (hereinafter referred to as “Client”).

WHEREAS :-1. FHI is in the business inter alia of the provision of healthcare consultancy and fraternity and

professional development, as are more particularly set out from page 1 to 7 hereto or agreed to between the parties from time to time; (hereinafter collectively referred to as “the said Services”).

2. The Client wishes to appoint FHI to provide the said Services, upon the terms and conditions as more particularly set out in this Agreement.

NOW IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS :1 Appointment

1.1 The Client appoints FHI to provide the Services set out from page 1 to 7 hereto and FHI agrees to act in that capacity, subject to the terms and conditions of this Agreement.1.2 The parties hereby acknowledge that FHI does and shall, during the subsistence of this Agreement, continue to provide like services, which may be similar to the said Services, to other entities.

2. Payment for the Services2.1 Payment for the said Services supplied or to be supplied by FHI shall be in the following

manner 2.1.1 A sum amounting to 30% of the total contract price (i.e. $7504) is to be paid upon the execution of this Agreement as a deposit which shall be returned by FHI to the Client in accordance with Clause 2.1.5 below (the “Deposit”); to be returned upon payment for 70% of the total contract price (i.e. $17510).2.1.2 The payment of for Sservices requested by the Client from time to time shall be made no later than 30 days from the date of FHI’s Invoice, which will be issued upon the Client’s confirmation of date and time of activitythe requested Services. FHI reserves the right to suspend any part of the said Services or any event thereunder in the event of non-payment or late payment;2.1.3 Consultation and Management fees are payable in full upon approval of the grant from Health Promotion Board and such fees are non-refundable, regardless of whether the Eventany of the events contemplated by the Services isare conducted. All disbursements and incidental expenses relating to the said Services that are pre-approved by the Client shall be paid by the Client;2.1.4 Other services will be billed upon cConfirmation of date and time for each Sservice, which will shall be 4 weeks before the date ofof the relevant activity.2.1.5 FHI shall re-pay the Deposit in full to the Client within fourteen (14) days of the date on which the total amount paid by the Client for Services under this Agreement reaches $17,510 .2.1.6 Interest on late payment will be levied at 2% per month.

4 Jul 14 8

Sony Pictures Entertainment, 07/09/14,

We just want to further distinguish between the “fee” payable to FHI and the total amount SPE is investing in this initiative.


Billing is already covered by Clause 2.1.2. above.





2.2 All prices for the said Services are exclusive of goods and services tax or any other applicable governmental levy fees licensing charges etc for which the Client shall be additionally liable.2.3 All payments shall be made by the Client in Singapore Dollars by cheque or by transfer to such bank account as FHI shall notify in writing.

3 Obligations 3.1 FHI shall use its best endeavours to carry out the said any requested Services in accordance with the Client’s orders/instructions. 3.2 Each request for the said Services shall constitute a separate contract, and any default by FHI in relation to any one contract shall not entitle the Client to treat this Agreement as terminated.3.3 The Client shall, in respect of each order for the said Services to be supplied hereunder, be responsible for:

3.3.1 ensuring the accuracy of the order;3.3.2 providing FHI with the requisite data information co-operation and assistance necessary

to enable FHI to carry out the order and to comply with all licensing, health, marketing and or other applicable legal requirements in Singapore; and

3.3.3 obtaining any necessary permits, licences, or other requisite documents, and paying all applicable fees, duties and taxes required by an Ccompetent Aauthority in Singapore to facilitate FHI’s performance of the said Services.

3.4 The Client acknowledges that content preparation and logistical management is required to enable FHI to carry out the said Services efficiently and completely. To that end, the Client shall :

3.4.1 in respect of indoor activities, furnish FHI not less than 4 full weeks or 28 days written notice of its requirements of the said Service or notify FHI promptly of any changes of circumstances which may affect its requirements, such notice to be furnished to FHI at least 4 full weeks or 28 days prior to the event comprised in the said Services. Provided that, any change of the Client’s requirements will in any event be subject to FHI’s approval, and further subject to availability of venue, speakers, trainers, external vendors etc.

3.4.2 in respect of outdoor activities, the notice period to be given shall be 6 full weeks or 42 days.

3.5 Failure to render the requisite notice as aforesaid shall render the Invoice and or all payments pursuant to this Agreement to be fully payable.

3.6 There shall be no refund of any monies paid under this Agreement nor credit given in the event that the Event is not implemented or carried out as a result of the Client’s material breach of this Agreement.

3.7 For the avoidance of doubt, the parties hereby agree that the Schedules herein form an integral part of this Agreement and shall be construed as such.

3.8 For the avoidance of doubt, the parties hereby agree that the Schedules herein form an integral part of this Agreement and shall be construed as such.3.9 Grant matters

3.9.1 FHI will assist in the grant application process for SPEthe Client. However, all grant approval will be given and authorized by SNEF/HPB only.

3.9.2 FHI will assist in the grant reimbursement process for SPEthe Client. The approved amount will be disbursed by SNEF/HPB at the end of the entire WHP program via interbank GIRO arrangement directly to the Client, provided that the total expenditure match the approved budget.3.9.3 FHI does not guarantee the reimbursement of WHP funding should the following

occurred: a. for expenditures on services or products that is not approved by SNEF/HPB.b. for expenditures that do not match the spending ratio criteria for the WHP grant scheme as required by SNEF/HPB. c. in the event that SPE the Client terminates this agreement.

4 Jul 14 9


Clause 3.9.2 already says that only the approved amount will be disbursed which will have already taken into account SPE’s total expenditure. We should just be paid whatever the SNEF/HPB approve without any further provisos.


Please confirm what Schedules are being referred to here.

http://www.fhi-online.com/

mailto:[email protected]





4. The Client shall not during the tenure of this Agreement :4.1 alter, remove or make modifications to any copyright and or trade marks or trade names used by FHI in relation to the said Services;4.2 have any rights in respect of any of the copyright and or trade marks or trade names used in relation to the said Services or of the goodwill associated therewith.

5 Marketing of the Event 5.1 FHI shall use its best endeavours to promote any events organized pursuant to any requested

Services (“the Events” and each “an Event”); 5.2 The Client shall provide FHI with all such reasonable assistance as may be required by FHI to promote the said Event;5.3 In connection with the promotion and marketing of the Event, FHI shall:

5.3.1 make clear, in all dealings with intending participants, vendors and or the public, that it is acting as the Organiser of the Event only and not as agent of the Client;

5.3.2 comply with all legal requirements from time to time in force relating to the implementation and the execution of the said Event;5.3.3 provide to the Client copies of its promotional material;5.3.4 use in relation to the Event only such advertising and promotional materials as are

Approved in advance by the Client in writing.;5.3.5 not use the names, service marks, trademarks or other intellectual property rights of

the Client or any of the Client’s affiliated companies in any manner without the Client’s prior written consent.

6 Confidentiality6.1 FHI and the Client shall at all times during the continuance of this Agreement and after its

termination:6.1.1 keep all information which has been disclosed to each other pursuant to or in connection with this Agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such) confidential; and6.1.2 not disclose to any third party or use any of the information received pursuant to or in connection with this Agreement for any purpose other than the performance of the obligations under this Agreement.

6.2 Provided that FHI either party may disclose the aforesaid information to:6.2.1 any customers or prospective customers;6.2.2 any governmental or other authority or regulatory body; or6.2.3 any of its employees of FHI or the employees of any of the aforementioned persons,

to such extent only as is necessary for the purposes contemplated by this Agreement, or as is required by law.

6.3 Any of the aforesaid information may be used by FHI for any purpose, or disclosed by FHI to any other person, to the extent only thatThe obligation of confidentiality under Clause

6.1 shall not apply to information which:6.3.1 it is at the date hereof, or hereafter becomes, public knowledge through no fault of

Innovativethe recipient of that information; or6.3.2 is or becomes known to the recipient of the information from a third party who is in

rightful possession thereof and who owes no obligation to the disclosing party; or 6.3.3 is or was developed independently by or for the recipient, without reference to any confidential information of the disclosing party and without any violation of any obligation contained in this Agreement.t can be shown by FHI to the reasonable satisfaction of the Client to have been known to it prior to its being disclosed by the Client to FHI.6.4 Notwithstanding anything to the contrary, any personal information of any the Client’s employees that is received by FHI in the course of performing the Services shall be strictly

4 Jul 14 10





confidential and FHI shall ensure that all collection, use and/or disclosure of such personal information by it or on its behalf is performed strictly in accordance with all applicable data protection laws.

7 Duration and termination7.1 This Agreement shall come into force on 9 July 2014 and shall remain in force for until the expiry of the Event or the series of Events, as the case may be. 7.2 FHI shall be entitled to terminate this Agreement:

7.2.1 by giving not less than 30 days’ written notice to the Client if:(a) there is at any time a material change in the management, ownership or control of the Client ; or

(b) there is a default of payment by the Client. 7.3 Either party shall be entitled forthwith to terminate this Agreement by written notice to the

other if :-7.3.1 that other party commits any breach of any of the provisions of this Agreement and, in the cease of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;7.3.2 an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party;7.3.3 that other party makes any voluntary arrangement with its creditors or becomes subject toan administration order;7.3.4 that other party goes into liquidation (except for the purposes of amalgamation or

reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);

7.3.5 anything analogous to any of the foregoing under the law of any jurisdiction occurs in

relation to that other party; or that other party ceases, or threatens to cease, to carry on business.

7.4 For the purposes of clause 7.3.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).7.5 Any waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision

thereof.7.6 The rights to terminate this Agreement given by this clause shall be without prejudice to

any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.

8 Consequences of termination8.1 Upon the termination of this Agreement for any reason:

8.1.1 outstanding unpaid invoices rendered by FHI in respect of the Services or any part thereof shall become immediately payable by the Client and Invoices issued in respect of previous Events or Services ordered and delivered prior to termination but for which an Invoice has not been submitted shall be payable immediately upon submission of the Invoice;

8.1.2 FHI shall cease to promote, market or advertise the Event or the Services or any part thereof;

8.1.3 subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Agreement.

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9 Nature of agreement9.1 FHI may not assign this Agreement and the rights and obligations thereunder without the

Client’s prior written consent.9.2 Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the parties.9.3 Each party acknowledges that, in entering into this Agreement, it does not do so on the

basis of, and does not rely on, any representation, warranty or other provision except as expressly provided herein, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by-law.

10. Warranties 10.1 FHI warrants, represents and agrees that: 10.1.1 the Services shall be performed with due care and skill in accordance with the

highest industry standards; 10.1.2 all materials and equipment supplied by FHI in the performance of the

Services shall comply with all applicable health and safety laws, regulations and standards;

10.1.3 all personnel engaged by FHI to perform the Services shall be trained and suitably qualified to perform the tasks allocated to them;

10.1.4 no part of the Services or any materials supplied by FHI in the performance of the Services shall infringe upon the intellectual property rights or other rights of a third party, or constitute a libel or slander against any person, firm, corporation, association or entity whatsoever, or violate any other rights not herein specifically enumerated;

10.1.5 FHI shall comply with all applicable laws, statutes, ordinances, rules and regulations;

10.1.6 Neither FHI nor any person or entity acting on its behalf or under its control or direction will make any payment, offer to pay, promise to pay, or authorize, or act in furtherance of, any payment or exchange of money or anything of value, directly or indirectly, to (i) any director, officer, employee, appointee or official representative of a government (or department, agency, entity, instrumentality of government (any entity owned or controlled by the government such as a state-owned company), or branch of government, including the legislative, executive and judicial branch) or of a public international organization; (ii) any political party or party official; (iii) any candidate for political or judicial office; or (iv) any official of local government (including regional or county-level government) (“Government Official”) in order to obtain or retain business for the Client or the Client’s affiliated companies or to secure any improper business advantage for the Client or the Client’s affiliated companies. FHI further represents, warrants and agrees that no Government Official has or will have any legal, financial or beneficial interest in this Agreement or the payments made by the Client hereunder without the prior written consent of the Client. FHI agrees that it will not use any sub-agents in connection with this Agreement without the prior written consent of the Client. FHI will promptly inform the Client if it violates any of the foregoing provisions or becomes aware of any improper payment to a Government Official in connection with this Agreement. Notwithstanding any other provisions to the contrary, the Client may withhold payments under this Agreement and/or suspend or terminate this Agreement (without any one or more of such actions constituting a waiver of any right or remedy available to it under this Agreement or otherwise), without liability, at any time upon learning information giving it a reasonable belief that FHI may have violated on behalf of the Client, or may have caused the Client to violate, any applicable anti-bribery laws

11. Insurance 11.1 Prior to the performance of any of the Services by FHI, FHI shall at its own

expense procure appropriate, applicable and sufficient insurance coverage including, but not

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limited to, commercial general liability insurance US$1,000,000 per occurrence and in the aggregate, professional liability, including medical malpractice for any of FHI’s medical personnel insurance US$1,000,000 per claim and in the aggregate (if applicable) and statutory workers’ compensation insurance or country equivalent, employer’s liability in the limits of not less than US$1,000,000 across the board per occurrence, and US$1,000,000 in aggregate, network security and data privacy liability insurance for US$5,000,000 per claim and in the aggregate, which insurance coverage shall be maintained in full force and effect until all of the Services are completed and accepted for final payment accept for claims-made policies in which case will be in full force and effect during the term of this Agreement and for three (3) years after the expiration and termination of this Agreement. The liability policies referenced in the foregoing sentence shall name SPE Networks – Asia Pte. Ltd., its parent(s), subsidiaries, licensees, successors, related and affiliated companies, and its officers, directors, employees, agents, representatives and assigns as an additional insured by endorsement. All insurance policies will insure FHI operations and activities at their place of business and at any off-site location. All policies will have a 30 day prior written notice of cancellation to Client and FHI’s insurance companies will have an AM Best Guide rating of A:VII or better. FHI is solely responsible for all deductibles and/or self insured retentions under its policies. FHI agrees to deliver to the Client upon execution of this Agreement original Certificates of Insurance and endorsements evidencing the insurance coverage herein required. If FHI hires or engages subcontractors and/or sub consultants, it is the responsibility of FHI to require the usual and customary insurance from any and all subcontractors and subconsultants of FHI.

12. Indemnity1120.1 Each party (the “Indemnifying Party”) shall indemnify and hold harmless the other party

(the “Indemnified Party”) and its affiliated companies and their shareholders, directors, officers, employees, licensees, agents, successors and assigns, against and from any and all injuries, damages, claims or demands, causes of action, judgments, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) that result from (i) the breach of any of Indemnifying Party’s warranties, representations or agreements; (ii) the negligence and wilful misconduct of FHI, FHI’s employees, agents, representatives, contractors, subcontractors and consultants.. The Indemnfying Party shall promptly notify the Indemnified Party of any such claim or litigation.The Client shall indemnify and keep FHI indemnified from and against any and all loss

damage or liability suffered by FHI resulting from a breach of this Agreement including any act neglect or default of the Client’s employees or agents or breaches resulting in any

successful claim by any third party against FHI.

113. Severability131.1 Each of the restrictions and provisions contained in this Agreement and in each clause

and sub-clause hereof shall be construed as independent 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 and 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.

11.2 In the event that any provision of this Agreement shall be held to be invalid or unenforceable by a court of law or other competent authority in a way which in the sole opinion of FHI materially and adversely affects the rights of FHI, then and in any such case FHI may without liability terminate this Agreement by notice in writing to the Client to that effect.

4 Jul 14 13


If FHI won’t agree to delete this, they should at least explain which clauses they are concerned about.





124. Force majeureNone of the parties to this Agreement shall be responsible to any other party for any delay in performance or non-performance due to any causes beyond the reasonable control of the parties hereto, but the affected party shall promptly upon the occurrence of any such cause so inform the other party in writing, stating that such cause has delayed or prevented its performance hereunder and thereafter such party shall take all action within its company to comply with the terms of this Agreement as fully and promptly as possible. However, in the event of the occurrence be continued for a period of two months, this Agreement shall may be terminated by either party.

153. NoticeAny notice required to be given hereunder by any party hereto shall be in writing sent by registered post or by facsimile and shall be deemed effective if sent by post at the expiration of seventy-two hours after the same was posted whether or not received or if by facsimile, fourty-eight hours after dispatch to the correct telex or facsimile number of the addressee. Each of the parties hereto shall notify the others of any change of address, telex or facsimile number with forty-eight hours of such change.

146. Entire agreementThis 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 FHI is authorised to make any representation or warranty not contained in this Agreement and the Client that he 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 FHI and the Client.

157. Governing LawThe laws of the Republic of Singapore shall govern this Agreement and the parties hereto submit to the exclusive jurisdiction of the Courts of the Republic of Singapore. All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Clause 17 shall be submitted to the Singapore International Arbitration Centre (“SIAC”) for final and binding arbitration under its Arbitration Rules to be held in Singapore, in the English language, before a single arbitrator who shall be a retired judge. The arbitration shall be a confidential proceeding, closed to the general public. Prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of the arbitrator, any party may seek equitable relief in a court of competent jurisdiction in Singapore, or if sought by the Client, such other court that may have jurisdiction over FHI, without thereby waiving its right to arbitration of the dispute or controversy under this paragraph.

16. HeadingsAny marginal notes and headings contained in this Agreement are for reference purposes only and do not form part of this Agreement and shall not be deemed to alter or affect the meaning of any of the provisions hereof.

17. Policy for outdoor activities17.1 In case of wet weather,

17.1.1 FHI will make the final decision as to whether to continue after the rain has subsided or if the rain is too heavy/any signs of lightning and thunder for the activity to be carried out safely. Activity will be modified to end at the stipulated time.17.1.2 Poncho can be provided at $1/piece, company to confirm the provision of

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We would prefer SIAC arbitration.





poncho by FHI 1 week before the event.17.1.3 If rain is not heavy and there is not lightning warning from NEA website, participants can put on poncho and event can continue.17.1.3 If rain is heavy and there is lightning warning from NEA website, participants to take shelter at the nearest point and event will resume after warning is removed by NEA, event to be modified to complete at the intended time.

17.2 In case of high PSI17.2.1 If PSI (Pollutants Standard Index) is more than 100 on the day of event, the event may be postponed/ cancelled if there is no indoor venue. Only perishable items ordered will be charged. If there is an indoor venue, event will continue or be modified to continue in the indoor venue.17.2.2 If PSI (Pollutants Standard Index) is more than 200 on the day of event, the event may be postponed/ cancelled if there is indoor venue. Only perishable items ordered will be charged.

17.3 There will be no first aider present for all sessions of activities, unless client has made budget provision and arrangement for such services. All certified fitness trainers and

instructors are certified in simple first aid and CPR and should be able to handle minor injuries arisen from related physical activities.

IN WITNESS THEREOF the parties have hereunto set their hands

SPE Networks - Asia Pte Ltd Signed By )Signature )

Designation )Date

in the presence of :- )Signed By )Signature )

Designation )Date

Fitness and Health International Pte LtdSigned By )Signature )

Designation )Date

in the presence of :- )Signed By )Signature )

Designation )Date

4 Jul 14 15

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