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SMU Classification: Restricted

SMU/OT/IITS/008/2019

TENDER FOR TERM CONTRACT FOR THE DESIGN,SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF CLASSROOM PRESENTER PROMPTERS FOR SINGAPORE MANAGEMENT

UNIVERSITY


Tender SMU/OT/IITS/008/2019

Singapore Management University

Invitation to Tender

for

Term Contract for the Design, Supply, Delivery, Installation, Testing and Commissioning of Classroom Presenter Prompters

for the Singapore Management University

Tender No: SMU/OT/IITS/008/2019

ConfidentialCopyright © SMU 2019, IITS

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PART I - General Terms and Conditions


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TABLE OF CONTENTS

PART I - General Terms and Conditions.........................................................3TABLE OF CONTENTS...................................................................................4

Section A: Overview of Tender 71. Introduction........................................................................................................72. Tender Eligibility...............................................................................................73. Tender Briefing Date and Venue - Compulsory................................................74. Tender Closing Date...........................................................................................75. Tender Documents.............................................................................................86. Tender Terms and Conditions............................................................................97. Tender Schedule.................................................................................................9

Section B: Terms and Conditions of Tender 101. Interpretation....................................................................................................102. Language..........................................................................................................103. Confidentiality..................................................................................................104. Copyright..........................................................................................................105. Submission of Tender......................................................................................106. Clarifications and Queries................................................................................127. Tender Price.....................................................................................................138. Expense of Tenderer.........................................................................................149. Validity Period of Tender.................................................................................1410. Withdrawal of Tender......................................................................................1411. Goods and Services Tax (GST)........................................................................1412. GST Registration..............................................................................................1413. Compliance Statement......................................................................................1514. Ownership of Tender Proposal.........................................................................1615. Manufactured Products....................................................................................1616. Tender Evaluation............................................................................................1617. Clarifications of the Tenderer’s Proposal.........................................................1718. Tools and Testing Equipment..........................................................................1719. Presentation / Demonstration of Claimed Capabilities of Products.................1720. Particulars of Tenderer.....................................................................................1721. Experience of Tenderer and his Personnel.......................................................1722. Tender Award...................................................................................................1823. Variations.........................................................................................................1824. Formal Agreement...........................................................................................1925. Security Deposit...............................................................................................1926. Notification......................................................................................................1927. Export Approval...............................................................................................1928. Applicable Law................................................................................................19


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Section C: Terms and Conditions of Contract 211 Interpretation....................................................................................................212. Scope of Contract.............................................................................................263. Documentation.................................................................................................264. Site Survey.......................................................................................................275. Removal and Replacement...............................................................................276. Purchasing of Products and / or Services when quantities are not specified. . .277. Taxes and Duties..............................................................................................288. Outdated Model................................................................................................289. Unauthorized Code...........................................................................................2810. Warranty and Default.......................................................................................2911. Warranties and Warranty Period......................................................................3012. Handover/Expiry of Contract...........................................................................3113. Security............................................................................................................3114. Right To Audit.................................................................................................3215. Standards..........................................................................................................3216. Benchmarking..................................................................................................3217. Ownership of Intellectual Property Rights.......................................................3318. Compliance with Law......................................................................................3519. Property and Risk.............................................................................................3520. Variations.........................................................................................................3521. Assignment, Sub-Contract, Transfer................................................................3622. System, Equipment and Materials....................................................................3623. System Upgrade and Changes..........................................................................3724. Refund of Monies.............................................................................................3725. Delay In Supply and Delivery..........................................................................3726. Liquidated Damages.........................................................................................3827. Termination......................................................................................................3928. Indemnities.......................................................................................................4129. Insurance..........................................................................................................4130. Waiver..............................................................................................................4331. Notice...............................................................................................................4332. Dispute Resolution...........................................................................................4333. Enforceability...................................................................................................4334. Security Deposit...............................................................................................4435. Terms of Payment and Charges.......................................................................4436. Contractor’s Personnel.....................................................................................4537. Technical Advisory/Consultancy Services.......................................................4638. Appointed Representatives of the University...................................................4639. Claims For Extra Work....................................................................................4640. Compliance with Statutes, Regulations etc......................................................4641. Gifts, Inducements and Rewards......................................................................4742. Force Majeure..................................................................................................4743. Public Release of Information..........................................................................4844. Contractor to Inform Himself Fully.................................................................4845. Cumulative Remedies......................................................................................4846. Applicable Law................................................................................................48


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47. Contracts (Rights of Third Parties)..................................................................48

Annex A: Specimen of Banker’s Guarantee 50Annex B: Non Disclosure Agreement 52


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Section A: Overview of Tender

1. Introduction

1.1 The Singapore Management University (“University”) invites Tender Submissions for the design, supply, delivery, installation, testing and commissioning of classroom presenter prompters in accordance with the Terms and Conditions of Tender, Terms and Conditions of Contract, functional, technical and general Specifications as outlined in these Tender Documents.

1.2 The aim of this Tender is to establish a Contract with the successful Tenderer pursuant to which the successful Tenderer shall undertake the Services contemplated hereunder provided that the successful Tenderer shall commence the Services only on the issuance by the University of a Purchase Order(s), and no payment obligations shall arise unless such Purchase Order(s) is raised by the University.

1.3 To better align with the University’s business and strategic directions, the University is looking for a vendor in this Tender to supply the stipulated System and Services as indicated in Part II of these Tender Documents. The University hopes to reduce cost, improve service levels and the overall functionality of its business through this engagement.

2. Tender Eligibility

2.1 Eligibility:

a) Heads of Supply:i. EPU/AVP/10 (Audio Visual related Hardware, Software and Services)

ORii. EPU/CMP/10 (Computer related Hardware, Software and Services)

b) Financial Category:i. S4 and above

3. Tender Briefing Date and Venue - Compulsory

3.1 10:00am, Tuesday, 7 January 2020 at SMU School of Law, Level 2, SOL-2.11-SR. To participate in this Tender, attendance at the above briefing is compulsory. Tenderer(s) who do not attend the briefing will be disqualified for the Tender.

4. Tender Closing Date

4.1 Tender Closing Date and time is 10:00am, Friday, 17 January 2020.


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5. Tender Documents

5.1 The Tender Documents consist of the following parts and sections:

Part ISection A Overview of TenderSection B Terms and Conditions of TenderSection C Terms and Conditions of ContractAnnex A Specimen of Banker’s GuaranteeAnnex B Non Disclosure Agreement

Part II1 Scope of Work2 Technical Specification and Service Requirements3 Evaluation Criteria4 University Property5 Performance Expectation6 Exit Plan7 Solicitation of BusinessAnnex A List of Seminar Rooms, Classrooms and SpacesAnnex B Schematics of Typical Seminar Rooms and Classrooms

Part III Guidelines for the Submission of Tender ProposalSection A Guidelines of Tender ProposalSection B Presentation of Tender ProposalAnnex A Form of TenderAnnex B Tenderer Information Annex C Company Financial Particulars Annex D Cost ScheduleAnnex E Statement of ComplianceAnnex F Curriculum VitaeAnnex G Client References

5.2 These Tender Documents provide sufficient information and instructions for Tenderers to prepare a complete Tender Proposal to the University. However, if there is a need to seek clarifications, please refer to Part I Section B-6.

5.3 All Tender Proposals and clarifications (if any) shall form an integral part of a Formal Agreement that is to be entered into between the University and the Contractor. Until a Formal Agreement is executed, the Tender Proposal and any clarifications shall be binding on the Contractor.

5.4 These Tender Documents do not represent a contractual offer from the University.

6. Tender Terms and Conditions

6.1 The Terms and Conditions of Tender are listed in Part I Section B of these Tender Documents.


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6.2 Tenderers are to note that their responses to this Tender are expected to be included in the Contract if their bid is successful.

7. Tender Schedule

7.1 The Tender proceedings shall be in accordance with the following schedule:

Event DatePeriod for questions from Tenderers Until 15 January 2020, 10am Singapore

timeTender Closing Date 17 January 2020, 10am Singapore time

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Section B: Terms and Conditions of Tender

1. Interpretation

1.1 All terms used in this Section B which are defined in the Terms and Conditions of Contract (Part I Section C) shall have the meanings so ascribed to them.

2. Language

2.1 The Tender Proposal and all supporting technical data and all documentation to be supplied by the Tenderer shall be written in the English language.

3. Confidentiality

3.1 Except with the prior consent in writing of the University, the Tenderer shall not disclose these Tender Documents, or any of its provisions, or any Specifications, plans, drawings, patterns, samples or information issued by the University to any third party.

3.2 The University may require an unsuccessful Tenderer to return any Specifications, plans, drawings, patterns, samples or instructions issued by the University.

3.3 The successful Tenderer shall sign an undertaking to safeguard the University’s information in accordance with the form provided in Part I Annex B. In addition, the successful Tenderer shall also ensure that all his personnel, Sub-Contractor(s) and personnel of his Sub-Contractor(s) assigned to perform the obligations under this Contract similarly undertake to safeguard the University’s information.

4. Copyright

4.1 The University reserves to itself the copyright in these Tender Documents.

5. Submission of Tender

5.1 The Tenderer shall complete and sign all Tender forms and all parts of the Tender Documents required to be completed by a Tenderer including the Form of Tender (Part III Annex A).

5.2 The Tenderer shall be required to provide a quote for all parts of the Tender (ie. mandatory and options as set out the Part III Annex D), within his Tender Proposal.

5.3 Submission of a Tender Proposal by a Tenderer constitutes acceptance by such Tenderer of all Terms and Conditions of Tender, Terms and Conditions of Contract and all other attachments and Annexes included with these Tender Documents.


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5.4 Any alterations in the Form of Tender must be initialled. Tender Proposals bearing any other alterations or erasures and Tender Proposals in which prices are not legibly stated may be rejected.

5.5 Tender Proposals will be accepted only if submitted according to the instructions contained and in the form(s) prescribed in these Tender Documents. Any Tender Proposal which attempts to vary the forms or the Terms and Conditions of Tender or Terms and Conditions of Contract may be rejected. In consideration of the Tenderer agreeing to abide by the instructions in these Tender Documents, the University shall evaluate the Tender Proposals fairly and in accordance with the said instructions.

5.6 Any other supplementary information, such as leaflets, catalogues, brochures etc., considered relevant and appropriate supportive material describing the System and Services, must be submitted in a ring bound A4 folder marked “Supporting Data” as part of the Tender Proposal.

5.7 Unless otherwise provided in any supplement to these instructions, no Tenderer shall modify his Tender Proposal after submission. The price quoted (Part I Section B-7) shall be treated as the last price the Tenderer is prepared to offer. Tenderers are therefore reminded to quote their best and last price.

5.8 The University will not accept any claim for inconsistencies or errors made in the cost schedules submitted by the Tenderer. Should such cases happen, the price or situation that is most favourable to the University shall be adopted.

5.9 Tenderers are required to submit two (2) hard copies of the Tender Proposal, comprising one (1) original copy and one (1) duplicate copy. In addition, Tenderers are required to prepare one (1) set of CD/DVD or one (1) set of USB thumbdrive, containing soft copy of the Tender Proposal. The CD/DVD or USB thumbdrive are to be labelled with the Tender number and the Tenderer’s organization’s name. In the event of any discrepancies between the copies, the original hard copy shall be taken to be the definitive submission.

5.10 The Tenderer shall submit its Tender Proposal, duly completed and in the form described above, in a sealed envelope marked “Tender for Term Contract for the Design, Supply, Delivery, Installation, Testing and Commissioning of Classroom Presenter Prompters for Singapore Management University”, and with the Tender number and name of the Tenderer, and deposit the same by hand into the Tender Box at the stated address below on or before 10:00 am Singapore time on the Tender Closing Date.

The ReceptionSingapore Management UniversityAdministration Building81 Victoria StreetSingapore 188065


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5.11 Tender Proposals submitted by Tenderers who have previously been debarred by the University or after the Tender Closing Date and Time or not deposited into the right Tender Box shall not be accepted.

5.12 Any Tender Proposals forwarded by facsimile, telex, telegram or electronic mail shall not be accepted.

5.13 Tenderer’s attention is drawn to all the conditions, Specifications and service requirements stated in these Tender Documents. The Tenderer shall obtain his own information on matters that may, in any way, affect his Tender Proposal. No claims for any alleged ignorance on the part of the Tenderer in respect of any material information relating to the Tender shall be entertained by the University.

5.14 The Tenderer shall note that all Specifications and requirements stated in these Tender Documents are mandatory in the Tender Proposal unless otherwise specified.

5.15 The Tender Proposal and any additional materials submitted by the Tenderer will not be returned to the Tenderer. The University will endeavour to keep the Tender Proposal and any additional materials in confidence.

5.16 Where these Tender Documents specify that samples; e.g. of Products and/or packages, shall be submitted as evidence of the type and quality of items offered in the Tender Proposal, such samples shall be delivered at the Site and by the time stipulated herein and should be marked clearly with the Tender number, item number and the name of the Tenderer. Where samples are required, failure to provide the required samples at the stipulated time may disqualify the Tender Proposal.

5.17 For the samples specified above in Clause 5.15, the Tenderer shall indicate, when submitting the samples, whether he wishes the samples to be returned. If no indication is given, the University shall not be obliged to return any samples to the Tenderer. Notwithstanding the above, risk of loss or damage to the samples shall at all times remain with the Tenderer and where the samples are to be subjected to destructive testing, such samples will not be returned to the Tenderer.

5.18 Tenderers who would like to propose Products, Services or items which are superior to or are an improvement over the University’s requirements and the Specifications may do so provided that an unqualified Tender Proposal in response to Part II and the Terms and Conditions of Contract of these Tender Documents is made first and the other Tender Proposal is expressly set out as an alternative offer. In so far as the alternative offer differs from the University's requirements, Specifications and contractual terms set out in these Tender Documents, these areas shall be clearly identified and described.

5.19 Any Tender Proposal which does not conform to the requirements of this Clause 5 may be rejected.

6. Clarifications and Queries


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6.1 Clarifications or queries in respect of these Tender Documents (such as Terms and Conditions of Tender, Terms and Conditions of Contract and Specifications) should be emailed to:

[email protected]

The Tenderer shall receive an acknowledgement email from the stated email address upon successful submission.

6.2 When submitting the questions, the identity of the Tenderer’s representative must be clearly indicated. All questions must be sent to the University before the deadline as indicated in Clause 6.3 below.

6.3 The University reserves the right not to entertain clarifications or queries that it considers irrelevant, spurious or prejudicial to the other Tenderers. All clarifications or queries must be received by the University on or before 10:00 am Singapore time (GMT +8 hours), 15 January 2020. Clarifications or queries received after the said deadline shall not be accepted.

6.4 The Tenderer shall be deemed to have examined these Tender Documents and Site conditions and satisfied himself with regard to any query relating to these Tender Documents upon submission of the Tender Proposal.

7. Tender Price

7.1 All prices quoted shall be in Singapore dollars. The University is an educational institution and the Tenderer must take into consideration any special discount that is normally given to educational purposes / institutions when preparing his Tender Proposal.

7.2 The Tenderer shall provide a breakdown of the total quotation into various items such as subsystems, user licenses, hardware, consultation, integration costs and so forth (Part III Annex D). Incomplete information or non-compliance of the submission format shall render the Tender Proposal invalid. The Tenderer shall also clearly distinguish alternative solutions and/or recommendations separately from the main solution being proposed to meet the University’s requirements.

7.3 The Tenderer shall be deemed to have satisfied himself before submitting his Tender Proposal as to the correctness and sufficiency of his Tender Proposal for the supply of the System and all matters and things necessary for the proper execution and completion of such supply including any duties, customs and excise, licenses, transport and insurance expenses.

7.4 The Tenderer shall be held to have been thoroughly acquainted by his own independent observations and enquiries with the nature, extent and practicality of the Works, and all other matters which can in any way influence his Tender price.


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mailto:%[email protected]



7.5 Unless otherwise specified by the Tenderer, the Tender price shall be deemed to include the supply and delivery of all items needed to meet the Specifications, requirements and Services in these Tender Documents whether or not such items have been mentioned in the Tenderer's Proposal.

7.6 The Tenderer shall ensure that the pricing/rates in respect of any and all optional items referred to in Part II shall be valid for entire the Contract Period.

7.7 The Tenderer shall explain why his pricing is competitive and how it will remain competitive relative to the industry.

8. Expense of Tenderer

8.1 The Tenderer shall not be entitled to make any claims whatsoever for or in respect of the preparation or submission of his Tender Proposal or anything done in accordance with the Terms and Conditions of Tender (Part I Section B).

9. Validity Period of Tender

9.1 The validity period of any Tender Proposal shall be for a period of One Hundred and Twenty (120) days commencing on the Tender Closing Date which may be extended by mutual consent in writing of the University and the relevant Tenderer.

10. Withdrawal of Tender

10.1 Once submitted, no Tender Proposal may be withdrawn. Any Tenderer who attempts to do so may, in addition to any remedy which the University may have against him at law, be liable to be debarred from participating in future tenders of the University.

11. Goods and Services Tax (GST)

11.1 Tenderers shall not include in the rates and prices proposed in their Tender Proposals, the Goods & Services Tax (GST) chargeable for the supply of Products, Services or Works required.

11.2 All rates and prices quoted shall be exclusive of the GST. If the Contractor is a

taxable person under the GST Act, the University will pay the Contractor, in addition to the rates and prices proposed, the GST chargeable on the supply of Products, Services and Works provided pursuant to this Tender.

11.3 Except for GST, all other duties and/or taxes, if any, imposed by the Government of Singapore and/or elsewhere on any Product / Service provided under the Contract shall be borne by the Contractor.

12. GST Registration


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12.1 The Tenderer shall declare his GST status in his Tender Proposal. He shall clearly indicate whether he is or he will be a taxable person under the GST Act. He shall, if applicable, furnish the GST registration number in the Tender Proposal.

12.2 The Tenderer shall be deemed to be a taxable person if no declaration to the contrary is made in the Tender Proposal. A Tenderer who declares itself to be a non-taxable person under the GST Act but who becomes a taxable person after accepting the Letter of Award shall forthwith inform the University of his change in GST status. He shall be entitled to reimbursement by the University of any GST charged on the Products, Services or Works he supplies after his change in GST status.

13. Compliance Statement

13.1 The Tenderer shall provide explicit responses of compliance or non-compliance with the clauses in Part II of these Tender Documents, using the format provided in Part II, Annex I (Compliance Table). Where there is a failure to indicate any compliance against any clause, it shall be deemed that the Tenderer has indicated a response of compliance for that clause and his offer shall be evaluated accordingly.

13.2 In the event of any non-compliance with the clauses, the Tenderer shall satisfy the University (by providing a certification from the manufacturer of the item offered or a copy of the relevant extract from any reputable publication citing clearly its title and edition) that the form, fit and function of the items offered are equivalent to the Products required and that they are interchangeable. Where the Tenderer fails to satisfy the University in the manner above, the Tender Proposal may be rejected.

13.3 If the University has, in these Tender Documents, stated the Part Numbers of the Products required and the Tenderer wishes to offer an item which does not correspond with any of the stated Part Numbers, the offer by the Tenderer shall, for the purposes of this clause be deemed to be non compliant with the relevant Specifications/requirements.

13.4 The Tenderer shall classify his responses according to the following categories:

‘Compliance’ or ‘C’ When the System or Service meets all Specifications / requirements without any customization / modification. The Tenderer shall NOT add any explanatory notes against the clause that vary the meaning of full compliance to the clause and such notes provided (if any) shall be ignored.

‘Non-Compliance’ or ‘NC’ When the System or Service does not comply with the Specifications / requirements.

‘Variation’ or ‘V’ When the System or Service does not comply with the Specifications / requirements but is superior to or is an improvement over the University’s Specifications / requirements. The Tenderer shall


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provide details and references to accompanying literature to substantiate his response.

13.5 The Tenderer shall provide explanatory note(s) under the column ‘Remarks’ for any response where the compliance is ‘V’. If the space provided is insufficient, the Tenderer shall use additional paper to furnish his information. As in Clause 13.4 above, where the response is ‘C’, no explanatory notes should be provided.

13.6 The Tenderer’s Statement of Compliance shall follow the Compliance Table as provided in Part III Annex E.

14. Ownership of Tender Proposal

14.1 All Tender Proposals and other documents submitted by Tenderers in response to this Invitation to Tender shall become the property of the University. In addition, the University shall be entitled and reserves the right to use (save where the Tenderer expressly states in writing, in its Form of Tender, its non-agreement with this provision) the information contained in the Tender Proposals and documents submitted or any parts thereof for teaching, research and other educational purposes, including but not limited to the preparation of case studies, without prior reference to the relevant Tenderers.

15. Manufactured Products

15.1 If applicable, the Tenderer shall specify the Country of Origin, Place of Manufacture and the Registered Name and Address of all items/Products set out in his Tender Proposal.

16. Tender Evaluation

16.1 If required by the University, the short listed Tenderer(s) may be invited in writing for presentation(s) / interview(s). At such presentation(s) / interview(s), the Tenderer(s) shall present the Tender Proposal(s) and other specific aspects of the Services (e.g. demonstration of the claimed capabilities of the proposed Products/solutions and technical know-how, support capabilities of the Tenderers’ employees) for further evaluation.

16.2 The Tenderer shall meet all requirements / Specifications stipulated in these Tender Documents.

16.3 The Tenderer shall provide a cost effective solution with minimum labour and cost overheads in operating and maintaining the System.

16.4 The Tenderer shall demonstrate excellent skill and expertise with proven track record for successful implementation for the Products to be supplied and the Services to be rendered. Where necessary, the Tenderer shall quote customers’ references, state the scope of the job, project values and contact information.


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16.5 Incomplete Tender Proposals or Tender Proposals of poor quality shall be rendered invalid.

16.6 Canvassing shall render the Tender Proposal invalid. In the event of any canvassing being discovered after the acceptance of the Tenderer's Proposal by the University, the University shall be entitled to rescind the Contract as if the Tenderer's Proposal had never been accepted.

17. Clarifications of the Tenderer’s Proposal

17.1 In the event that the University seeks clarification upon any aspect of the Tenderer's Proposal, the Tenderer shall provide full and comprehensive responses within two (2) working days of receipt of such notification from the University. If the Tenderer fail to do so, the University reserves the right to reject the Tenderer’s Proposal.

18. Tools and Testing Equipment

18.1 The Tenderer shall make available if necessary, an adequate set of tools (software or otherwise) and testing equipment to the University, for the purposes of testing and/or maintaining the System, without additional cost.

19. Presentation / Demonstration of Claimed Capabilities of Products

19.1 The Tenderer shall, at the request of the University and at his own expense, conduct one or more rounds of presentation and/or demonstration in accordance to a set of specifications given by the University as part of the tender evaluation process prior to the award of the tender by the University.

19.2 The Tenderer shall, at the request of the University and at his own expense, conduct demonstrations / presentations locally to substantiate the capabilities of the Products as comprised in the Tender Proposal and the Tenderer's support capabilities as described in the Tender Proposal.

20. Particulars of Tenderer

20.1 The Tenderer shall provide full information with regard to, inter alia, its share capital, shareholding structure and board details, in the format as specified in Part III Annex B

21. Experience of Tenderer and his Personnel

21.1 The following information shall be provided in the Tender:


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a) Full particulars of two (2) or more reference sites where the Products have been successfully installed and two (2) or more reference sites where similar Services have been provided successfully.

b) Quantity of the Products supplied over the last two (2) years.

c) Full particulars of the Tenderer's and the Tenderer's Principal's capital resources, manpower resources, assets, production capacity, technical tie-ups with any manufacturer or other corporation or business, and any other relevant information that would enable the University to assess the Tenderer's capabilities to fulfil the terms of his Tender Proposal.

22. Tender Award

22.1 The University is not bound to accept either the lowest Tender Proposal, the whole of a Tender Proposal or any Tender Proposal at all, nor is the University liable for any claims for whatever costs that may be incurred in the preparation of a Tender Proposal.

22.2 The University reserves the right to award by item, or part thereof, groups of items, or parts thereof. In the event of such acceptance the Contract Price shall be adjusted accordingly on the basis of the prices specified in the Tender Proposal.

22.3 The University reserves the right to make awards to one or more Tenderers; to reject any and all Tenders Proposals in whole or part; to waive technical defects, irregularities and omissions if, in its judgment, the best interests of the University will be served.

22.4 The University will notify the successful Tenderer of its acceptance of his Tender Proposal, whether in whole or in part, by sending a Letter of Award by post, hand or courier to that Tenderer and the posting, hand delivery or courier (as the case maybe) of the Letter of Award shall immediately constitute the acceptance of the offer and, subject to Clause 23 below, the conclusion of a Contract between the University and that Tenderer on the terms of these Tender Documents.

22.5 The award of the Tender shall be subject to such additional terms and conditions as may be agreed upon between the University and the successful Tenderer in addition to the terms and conditions specified in these Tender Documents.

23. Variations

23.1 The University reserves the right to issue any changes to meet new or amended Specifications and requirements of its own between the time the Tender Documents are issued and the deadline for submitting clarifications or queries.

23.2 The University reserves the right to negotiate with the Tenderer, where exceptional circumstances so necessitate, to vary any provision or part of the Tender Documents


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without reference to any other party. Any such variation shall be subject to the mutual consent in writing of the University and the Tenderer.

23.3 Any additional information on or clarification of any part of the Tender Proposal submitted in writing by the Tenderer prior to the Contract, which do not derogate from the rights of the University, shall form part of the Tenderer’s Proposal and if accepted by the University, shall become part of the Contract.

24. Formal Agreement

24.1 A Formal Agreement between the University and the Tenderer shall be executed if so required by the University. Such Formal Agreement shall incorporate the terms and conditions binding on the Parties on an acceptance by the University, in accordance with the provisions of Clause 24.4 hereof, of the Tenderer’s Proposal, whether in part or in whole, with any Authorized Variations.

24.2 If required by the University, the successful Tenderer shall sign a Formal Agreement to be prepared by the University within two (2) weeks from receipt of the Formal Agreement failing which the University may terminate the award and in such an event, the Tenderer shall have no claim whatsoever against the University for terminating the award.

24.3 Until and unless a Formal Agreement is executed, the Tenderer’s offer as set out in the Form of Tender, incorporating the Specifications and subject to the Terms and Conditions of Tender (Part I Section B) and the Terms and Conditions of Contract (Part I Section C) with any Authorized Variations and the acceptance thereof in writing by the University shall constitute a binding agreement between the Parties.

24.4 The Tenderer shall bear the stamp duty, payable on the Formal Agreement, if any.

25. Security Deposit

25.1 The successful Tenderer shall provide a Security Deposit/Banker's Guarantee in accordance with the provisions in the Terms and Conditions of Contract (Part I Section C).

26. Notification

26.1 Notifications will not be sent to unsuccessful Tenderers by the University.

27. Export Approval

27.1 The Tenderer shall indicate clearly whether there is any requirement for the University to furnish end-user certificates or statements. The Tenderer shall also indicate clearly in his Tender Proposal if there is a need for the University to enter into separate


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agreement(s) with the Tenderer to satisfy export requirements of the Tenderer's government or any foreign government.

28. Applicable Law

28.1 All Tender Proposals submitted pursuant to this Invitation to Tender and the formation of any resulting Contracts shall be governed by the Applicable Law Clause in the Terms and Conditions of Contract (Part I Section C-43).



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Section C: Terms and Conditions of Contract

1 Interpretation

1.1 Throughout this Invitation to Tender and any resultant Contract, unless the context otherwise requires, the following definitions shall apply:

Annex: Information generally referred to as ‘Annex’ set out in these Tender Documents with any Authorized Variations.

Authorized Variations: Such variations made under Clause 20 of the Terms and Conditions of Contract (Part I Section C).

Background Information: Means technical information, literary and artistic Works, films, computer programmes, application source codes, designs, inventions and marks, which:

1.1.1 are pre-existing at the date of the Contract or technical information, literary and artistic Works, films, computer programmes, designs, inventions and marks, subsequently brought into existence other than as a result of the performance of the Contract; and

1.1.2 are embodied in, or attached to, the System or parts thereof or are otherwise necessarily related to the functioning of the System or parts thereof.

Background IPR: Means Intellectual Property Rights which:

a) are pre-existing at the date of the Contract or Intellectual Property Rights subsequently brought into existence other than as a result of the performance of the Contract; and

b) are embodied in, or attaches to, the System or parts thereof or are otherwise necessarily related to the functioning of the System.

Calendar: Means the Gregorian Calendar.

Contract: Means either the Contract between the University and the Contractor referred to in Clause 24 of the


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Terms and Conditions of Tender (Part I Section B), with any authorized variations.

Contractor: The Tenderer whose Tender Proposal has been accepted in whole or in part and includes the Tenderer's duly appointed representatives, successors and permitted assignees and when the context so admits, shall include the Tenderer's servants and agents.

Contract Price: The sum(s) stated in Tender Proposal submitted by the Contractor as the price for carrying out and completion of the Works with such adjustments and/or revisions thereon as may be made under Clause 23 Terms and Conditions of Tender (Part I Section B) and/or Clause 20 of the Terms and Conditions of Contract (Part I Section C).

Foreground Information: Means technical information, literary and artistic Works, films, computer programmes, application source codes, designs, inventions and marks, which results from or are otherwise created pursuant to or for the purpose of the performance of the Contract or a subcontract as the case may be.

Foreground IPR: Means Intellectual Property Rights which results from or are otherwise created pursuant to or for the purpose of the performance of the Contract or a subcontract as the case may be.

Form of Tender:

Formal Agreement:

The form ‘Form of Tender’ referred to in these Tender Documents with any Authorized Variations.

Means the Formal Agreement, if any, executed between the University and the Contractor pursuant to Clause 24 of the Terms and Conditions of Tender (Part I Section B).

Hardware: Means all computer hardware, other peripherals and ancillary equipment together with all cabling for the Product to operate within the System, proposed by the Contractor as being capable of meeting or exceeding the requirements in the Specifications and shall include such other equipment as may be agreed in writing between the Parties to be supplied by the Contractor.

Intellectual Property Rights: Means all intellectual property rights, including


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patent rights, registered designs, design rights, copyrights and other similar proprietary rights, all rights of whatever nature in computer programs, firmware, micro-code, source code and other computer software and data, and all intangible rights and privileges of a nature similar to any of the foregoing.

Letter of Award: The letter which will be issued by the University on award of the Project / Contract to the successful Tenderer.

Letter of Warranty Acceptance:

The letter which will be issued by the University after the Warranty Period for the relevant Product has expired.

Lifespan of the System Means the economically functional life of the System and shall not be less than five (5) years from the commencement of the Services.

Part Numbers: Means the unique number assigned by the manufacturer / Contractor to uniquely identify the Products.

Party / Parties: ‘Party’ means either the University or the Contractor / Tenderer and ‘Parties’ means both the University and the Contractor/Tenderer.

Principal: Means the person(s) or company(ies) related to or associated with the Contractor which the University in its sole discretion considers to be capable of performing all of the obligations of the Contractor.

Products: Means all products and goods, parts or units thereof, which the Contractor is required to supply or deliver under the Contract.

Purchase Orders: Means the written order from the University to the Contractor for the supply of the Products or the provision of the Services (where applicable).

Services: The professional, consulting or any other Services itemized and quantified in the Form of Tender which are offered by the Tenderer and accepted by the University, in whole or in part.

Software / software: Means the System software, Application software and other proprietary software referred to in the


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Tender Documents.

Site: The premises of the Singapore Management University at Victoria Street, Bras Basah Road or any other site designated by the University.

Specifications: Means the Tender Specifications as set forth in Part II of these Tender Documents and any modification thereof or addition thereto as may from time to time be furnished or approved in writing by the University.

Sub-Contractor: Means any University approved person, firm, or company engaged by the Contractor to perform any part or parts of the Works and includes the Sub-Contractor's duly appointed representatives, successors, and permitted assignees and a Sub-Contractor's Sub-Contractor.

Superintending Officer: Means the Director (Office of Communications & IT) or his representative and his successors in office or such other person or persons as may be from time to time be empowered, authorized or nominated by the University to supervise for the purpose of the Contract.

Supporting Data: The data and other information generally titled ‘Supporting Data’ supplied by the Contractor.

System: Means the computerized System comprising hardware, software, spare parts and other ancillary equipment as set in Part II of these Tender Documents.

Tender Box: Means the box into which the Tenderer is to deposit the Tender Proposal located at the address stated in Clause 5.10 of the Terms and Conditions of Tender (Part I Section B).

Tender Closing Date: 17 January 2020, Friday 10 am Singapore time.

Tender Documents: The Tender Documents for the Invitation to Tender comprising:

Part I:Section A Overview of TenderSection B Terms and Conditions of TenderSection C Terms and Conditions of Contract


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Tender / Tenderer’s Proposal:

Annex A Specimen of Banker’s GuaranteeAnnex B Non Disclosure Agreement

Part II: 1 Scope of Work2 Technical Specifications and Service Requirements3 Evaluation Criteria4 University Property5 Performance Expectation6 Exit Plan7 Solicitation of BusinessAnnex A List of Seminar Rooms, Classrooms

and SpacesAnnex B Schematics of Typical Seminar Rooms and Classrooms

Means the proposal submitted by the Tenderer in response to this Invitation to Tender, comprising of the following:

a) Tenderer’s offer, price schedules and information supplied in accordance with the format as stipulated in these Tender Documents;

b) Specifications; andc) Other documents, amendments, addenda and

corrigenda that may be issued to Tenderers from time to time and any documents that may be submitted by the Tenderer and accepted by the University prior to the award of the Tender.

Tenderer: The Tenderer who submits the Tender Proposal.

Terms and Conditions of Contract:

The terms generally referred to as ‘Terms and Conditions of Contract’ set out in these Tender Documents (Part I Section C) together with any Authorized Variations.

Terms and Conditions of Tender:

The terms generally referred to as ‘Terms and Conditions of Tender’ set out in these Tender Documents (Part I Section B) together with any Authorized Variations.

Warranty Period: The period referred to in Clause 11 of the Terms and Conditions of Contract (Part I Section C).


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Works: All works necessary for the supply, delivery and commissioning of the System and/or Services in accordance with these Tender Documents, together with any Authorized Variations thereto.

1.2 Words importing the singular shall also include the plural and vice versa.

1.3 The word ‘his’ may also mean ‘her’ or ‘their’ and the word ‘he’ may also mean ‘she’ or ‘they’.

1.4 Unless otherwise provided, any reference to any statute or legislation shall be deemed a reference to such statute or legislation as amended from time to time and be deemed to include any subsidiary legislation made thereunder.

1.5 The Annexes mentioned in and attached to these Tender Documents shall form an integral part of this Contract. In the event of any inconsistency between the Annexes or any part thereof and these Terms and Conditions of Contract (Part I Section C), these Terms and Conditions of Contract shall prevail.

1.6 ‘Shall’, ‘should’ and ‘must’ means mandatory.

2. Scope of Contract

2.1 The Contractor shall, on the issuance of a Purchase Order(s) commence the necessary work to carry out and complete the Works in accordance with the Terms and Conditions of Contract (Part I Section C) and subject to the terms as stated in the Purchase Order(s). Unless otherwise stated in the Contract, all Products shall be newly manufactured Products.

2.2 The Contractor shall do or supply all things, free of charge, which are not expressly specified in these Tender Documents but which may be necessary for the proper completion of the Works or obviously required to be done or supplied in the context of these Tender Documents and/or in view of the conditions on the Site.

3. Documentation

3.1 The Contractor shall, where applicable, undertake to supply the University with three (3) complete sets (2 sets of hardcopy and 1 set of softcopy) of comprehensive documentation on all aspects of the System to be used for planning, design, installation, operation, maintenance, quality assurance, administration and training purposes. All sets of such documentation shall be of the latest version. In the event of any inconsistencies between the copies, the original hardcopy shall be taken to be the definitive submission.

3.2 In the event of any conflict between the provisions of any documentation or information or data supplied by the Contractor including the Supporting Data and the


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Tenderer's Proposal and the provisions of these Tender Documents exclusive of the Supporting Data and the Tenderer's Proposal Form, the provisions of these Tender Documents shall prevail unless the University agrees otherwise in writing.

4. Site Survey

4.1 The Contractor may request for permission for site survey(s) to be undertaken anytime prior to the Tender Closing Date, on the Site – to determine and recommend the readiness of the facilities, provided no less than three (3) days notice is given prior to the intended Site visit.

5. Removal and Replacement

5.1 The University may reject any Products that are found on delivery to be damaged, defective or not in accordance with the Contract and the Contractor shall:

a) if so required by the University, provide a replacement for the Product(s) so rejected and the Services related thereto, forthwith at the Contractor's own expense; and

b) collect the rejected Product(s) at his own expense within seven (7) days from the date of notification of rejection by the University.

Failing compliance by the Contractor as aforesaid, the University shall have the right:

i. to claim from the Contractor storage charges and other expenses incurred in relation to the rejected Products until collection by the Contractor or disposal in accordance with paragraph (ii) below, whichever is earlier;

ii. to dispose of the Products in any way the University deems fit without being liable to the Contractor in any way and to claim all expenses incurred thereby from the Contractor, if the rejected Products are not collected after such time period as may be stipulated by the University; and

iii. to purchase replacements elsewhere or to make good any damage in any manner it deems necessary and all costs thereby incurred shall be recoverable from the Contractor by deduction from any money due to the Contractor under the Contract.

5.2 Where the Product is rejected by the University, the Contractor shall be deemed to have completely failed to:

a) supply and deliver that Product; and

b) perform the Services related to the delivery or installation of that Product or to the installation of any software or hardware onto the Product.


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6. Purchasing of Products and / or Services when quantities are not specified

6.1 If the total quantities of any items of Products or the frequency and extent of any Services to be supplied by the Contractor during the period of the Contract are not specified in the Contract or stated to be merely estimated, the University shall be under no obligation to purchase any such Products and / or Services.

6.2 Any statement of the estimated quantities of Products or the estimated frequency and extent of the Services required during the period of the Contract which may have been given to the Contractor in the course of inviting tenders shall be deemed to be approximate only and merely for the information of the Contractor.

7. Taxes and Duties

7.1 Subject to any provisions in this Contract relating to the Goods and Services Tax, the Contractor shall bear all custom duties/excise duties, other duties and/or taxes, if any, imposed in Singapore and/or elsewhere on any Products.

7.2 Where any amounts that may be payable by the University to the Contractor pursuant to these Terms and Conditions of Contract are subject to withholding taxes, such withholding taxes shall be borne by the Contractor.

8. Outdated Model

8.1 In the event that the model of the Product specified has become outdated or new versions of the Product specified can be supplied at the time of purchase / installation, the Contractor shall give advance notice of this to the University and, if required by the University, supply a newer version of the model of the Product to the University at the same price or lower price than that specified in this Contract.

9. Unauthorized Code

9.1 The Contractor warrants that:

a) all Products are free of unauthorized code at the time of delivery;

b) all magnetic or other storage media:

i. supplied as a Product or part thereof or with any Product; and/orii. used in the performance of any Services.

shall not contain any unauthorized code.

9.2 The Contractor shall conduct a complete and thorough scan for unauthorized code using anti-virus software approved by the University on all Products upon delivery and prior to installation.


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9.3 If any Product is discovered during delivery or installation to contain or be affected by any unauthorized code, then:

a) the University may reject any such Product and the Contractor shall, at his own expense and cost, immediately uninstall, remove and recover all rejected Products and provide replacements which are free of unauthorized codes;

b) irrespective of whether the Product is rejected, the Contractor shall pay the University, as liquidated damages, all costs incurred by the University in the course of or incidental to removing the unauthorized codes and recovering any lost or damaged data or software.

9.4 If, after the delivery and installation of a Product is completed, the Product is discovered to contain or be affected by any unauthorized code and it is shown that the unauthorized code(s) was/were introduced before completion of delivery and installation or that such introduction is due to default on the part of the Contractor:

a) the University may reject any such Product and the Contractor shall, at his own expense and cost, immediately uninstall, remove and recover all rejected Products and provide replacements which are free of unauthorized codes; and

b) in addition to paragraph (a) above, the Contractor shall indemnify the University fully against all costs incurred by them in the course of or incidental to removing the unauthorized code and recovering any lost or damaged data or software.

9.5 In this Clause:

a) a reference to a Product includes a reference to any software installed thereon; and

b) ‘unauthorized code’ means any virus, Trojan Horse, worm logic bomb or other software routine or hardware components designed to permit unauthorized access, to disable, remove, copy, export, erase, or otherwise harm software, hardware or data or to perform any such actions.

10. Warranty and Default

10.1 The Contractor warrants as follows:

a) that all his personnel and those of his Sub-Contractors or agents are suitably qualified and competent to carry out the tasks required of him under this Contract;

b) that he shall carry out his obligations in conformity with the general accepted standards of skill, care and diligence appropriate to the nature of the services rendered;

c) that any equipment or material used by him, including debugging software, firmware or hardware, shall not interfere with the normal operation of the System


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during its Operating Hours;

d) that in the event he fails to conform to the terms of this Contract and in particular the warranties given under this Clause, he shall, without request, take immediate action to remedy the same without any cost to the University.

10.2 Where the Contractor fails or refuses to carry out his obligations under this Contract or, in particular, breaches the warranties set out above, the University may itself employ and pay another party to undertake the performance thereof and may charge the Contractor for any expense, cost, damage or loss which the University sustains on account of the Contractor's default. The Contractor shall not be relieved of his obligations under this Contract by the failure of the University to make any inspection or discover any defective work or any aspect of the Contractor's default.

11. Warranties and Warranty Period

11.1 The Contractor warrants to the University that the Products (both Hardware and/or Software) shall meet all Specifications and requirements set out in Part II of these Tender Documents.

11.2 The Contractor warrants that the Products when operational shall continue to meet the standards of the Acceptance Tests and such other test(s) conducted under Clause 12.

11.3 The Contractor warrants to the University that the Products shall perform in accordance with the Specifications and requirements for a Warranty Period of no less than twelve (12) Calendar months from the Acceptance Date.

11.4 During the Warranty Period, all defective parts, items, equipment and any other deliverables based on the Specifications defined shall be replaced or made good to the satisfaction of the University at no cost whatsoever to the University for materials, delivery or workmanship.

11.5 During the Warranty Period, the Contractor shall provide System support and maintenance at no cost to the University as specified in Part I Annex A: Terms and Conditions of System Support and Maintenance. Clauses 1.2, 2, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13 (with the exception of sub-clause 13.2(a)) and 14 of the said Part I Annex A are incorporated into the Terms and Conditions of Contract herewith and shall apply during the Warranty Period with suitable modifications as the context may require.

11.6 The System or any part thereof which has been amended, replaced or repaired shall continue to be subject to the same condition as in Clause 13.3 above, with the amended, replaced or repaired part starting a fresh warranty period of no less than six (6) Calendar months from the date of amendment, replacement or repair.

11.7 The Contractor warrants that all information and data given in the Supporting Data and Tenderer's Proposal are relevant, appropriate and accurate for the Product and Services proposed.


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11.8 All Products, equipment and materials and supporting documentation not mentioned or included in these Tender Documents but which may be necessary for the proper operation and functioning of System to the standards as set out in Part II of the Tender, shall be provided by the Contractor to the University free of charge.

11.9 The Contractor warrants that the performance of this Contract and the use of the Products by the University shall not infringe any patent, copyright, trade secret or other property right of any third party. The Contractor shall warrant the University’s unhindered use of the Products and as necessary, obtain without charge to the University, licenses for the purposes of this Contract, from any third parties in respect of such rights. Without prejudice to any other provision in the Contract, the Contractor shall fully and unconditionally indemnify the University for any and all losses, damages and expenses that the University may incur arising from the breach by the Contractor of any part of this Clause.

11.10 Upon the successful completion of the Warranty Period, the University shall forthwith issue to the Contractor a Letter of Warranty Completion.

12. Handover/Expiry of Contract

12.1 Upon expiry or termination of the Contract, Contractor must ensure that all Services rendered to-date will be handed over to the University and/or appointed vendor(s) with proper documentation and procedures specified by the University.

12.2 The Contractor shall be required to handover to the University and/or other appointed vendors the following, including but not limited to :

a) all documentation, process, procedure, equipment, scripts, programs, etc. that were provided by the University;

b) all updated documentation, process, procedure, scripts, programs etc. that were prepared by the Contractor as required to deploy the Services; and

c) all data, whether in paper media, tapes or any other storage devices; and

d) all necessary reports and information, user guides, knowledge base data, etc in Microsoft Excel format.

13. Security

13.1 The Contractor shall fully comply with any written instructions on information security matters that may be issued by the University.

13.2 The Contractor shall make available to the University where necessary, a copy of the information security documents (policies, standards, guideline, and/or procedures) pertaining to his organization.


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13.3 The Contractor is required to maintain strict confidentiality and ensure that all information pertaining to the Site and the University's work environment must not be disclosed to anyone except the Contractor’s employees directly involved with this Contract. The Contractor is to ensure that such information is not to be published or communicated to any other person in any form whatsoever except on a strictly ‘need-to-know’ basis. Failure to comply with this confidentiality requirement shall be a material breach, and grounds for termination of this Contract.

13.4 The Contractor, its employees, servants and/or agents, shall not, without the prior written permission of the University, bring any visitor to any location or Site on which the Contractor is providing the Products and/or Services under this Contract.

14. Right To Audit

14.1 The University reserves the right to audit the Contractor and/or their authorized representatives or licensors at any time during normal office hours on premises where the service performers are located.

14.2 The Contractor shall provide all support necessary for the conduct of such audit(s) at no additional cost to the University.

15. Standards

15.1 The Contractor shall fully comply with any written instructions on standards, policies and guidelines (for example the University’s IT Policy) that may be issued by the University.

16. Benchmarking

16.1 Benchmarking shall mean studies comparing, for example the quality, price and delivery of Services, their performance and processes with similar services available worldwide.

16.2 The Contractor shall, upon the request from the University, arrange benchmarking exercises during the Contract term and provide the University with reports of such benchmarking and all related information that the University shall reasonably require. The University shall advise the Contractor on the scope and depth of each benchmarking study.

16.3 If the benchmarking results do not meet the University’s expectations, the Contractor shall take appropriate actions to provide quality assurance processes and procedures to establish quality checkpoints, development standards and policies for incorporating quality control.

16.4 The Contractor shall seek the University’s approval in the appointment of the authority conducting the benchmarking exercise.


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17. Ownership of Intellectual Property Rights

17.1 Nothing in this Contract shall affect any Party’s ownership rights to Background Information and Background IPR.

17.2 All Foreground Information and Foreground IPR shall vest in and be the absolute property of the University and the Contractor shall not disclose, release or sell to any persons or otherwise deal with the same in any manner whatsoever without the University’s written consent.

17.3 All Foreground Information and Foreground IPR capable of vesting in accordance with Clause 17.2 without the need for any transfer or assignment to be executed by the person generating the same shall vest in the University by virtue of Clause 17.2 alone without the need for any transfer or assignment. All Foreground Information and Foreground IPR capable of vesting in accordance with Clause 17.2 with the need for a transfer or assignment is hereby assigned and/or transferred to the University unconditionally and the said rights shall be deemed to be assigned and/or transferred by reason of this clause. In this respect, the Contractor hereby assigns absolutely and free of encumbrances to the University the Foreground Information and Foreground IPR whether vested, contingent or future in the same and all other rights of whatever nature in and to the same. In addition, the Contractor undertakes to promptly execute any other document, to procure other parties to do the same and to take all other actions deemed necessary by the University to effect the transactions and intentions contemplated hereunder at no additional charges or cost.

17.4 The Contractor shall do all things necessary to ensure that all Foreground Information and Foreground IPR are fully vested in the University in accordance with Clause 17.3 above. The Contractor further warrants that it shall have the authority to transfer or assign such Foreground Information and Foreground IPR to or otherwise vest such Foreground Information and Foreground IPR in the University when called upon by the University to do so.

17.5 Subject to Clause 17.6, the University will consider upon written request from the Contractor, granting to the Contractor a non-exclusive and non-transferable licence to use the Foreground Information and Foreground IPR or any part thereof solely for purposes relating to the transactions contemplated hereunder, such licence shall be subject to such conditions as the University, in its absolute discretion, considers to be reasonably necessary to protect its interest and security.

17.6 Notwithstanding Clause 17.5, the University may refuse to grant any licence pursuant to Clause 17.5 if the University, in its absolute discretion, considers that its interest or security would thereby be damaged or prejudiced.

17.7 To the extent that the System or any part thereof incorporates or is wholly or partially based on any Background Information or Background IPR not belonging to the University, or cannot be used by the University without infringing a Background IPR, the Contractor shall grant to or procure for the University (as the case may require), free of additional charge, the irrevocable, non-exclusive, non-transferable right to use


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and apply such Background Information and Background IPR (together with any modifications, improvements and developments thereof) in the operation of the System and in the operation of other computers owned or used by the University which are linked to the System, for:

a) the entire Lifespan of the System; and

b) upon payment of a reasonable fee for so long thereafter as the University may require the use of the System or any part thereof.

17.8 Subject to Clause 17.9 below, the University undertakes not to disclose or make available any software or documentation to which Clause 17.7 applies or parts thereof to any third party without the prior written consent of the Contractor and further agrees that the University shall only make copies of such software or documentation or any portion thereof as are reasonably necessary for operational security and use.

17.9 The Contractor's obligation in Clause 17.7 shall extend to enabling the University to disclose, under conditions of confidentiality to be agreed, programs and documentation for a third party to undertake the performance of services for the University in respect of such programs and documentation.

17.10 The University reserves the right to use other software on the System and the usage of such software, if any, shall not affect any of the warranties or guarantees referred to hereunder.

17.11 The Contractor hereby warrants that the Contractor is the sole and unencumbered owner of the designs, drawings, plans, sketches, models, reports, specifications, calculations, data, text, images, computer programmes, computer software, applications and/or other information created, produced and/or developed by the Contractor or any part thereof for the purposes of this Contract and that none of the same or the use thereof as contemplated under the Contract infringes the copyright or any other applicable intellectual property rights of any third party. The Contractor undertakes to fully and unconditionally indemnify and keep the University harmless from and against any liabilities, damages, losses, costs, expenses, proceedings, suits or other consequences arising from any allegation or claim that a third party’s intellectual property or other rights have been infringed by the designs, drawings, plans, sketches, models, reports, specifications, calculations, data, text, images, computer programmes, computer software, applications and/or other information created, produced and/or developed by the Contractor and/or any part or use thereof pursuant to the Contract.

17.12 In the event the University is held liable for damages arising out of any claim at any time on account of patent rights, or royalties which may be held to have been infringed by virtue of the University’s acceptance, distribution, use, manufacture or processing of any Services or Products supplied under the Contract, the Contractor shall fully and unconditionally indemnify the University against such claim and any costs, charges and expenses in respect thereof.


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17.13 If the Contractor is required to utilize data, information or documents proprietary to a third party, the Contractor shall ensure that the same will be suitable and wholly fit in all respects for their intended purpose and will perform in accordance with the Contract and the requirements of the University. The Contractor shall further secure for the University an irrevocable, royalty-free, perpetual licence to use the aforesaid data, information or documents, for all purposes contemplated under the Contract, including but without limitation, to copy and modify the same. The Contractor further warrants that the University’s use or possession of the aforesaid data, information or documents will not infringe the intellectual property rights of any third party.

17.14 Notwithstanding anything, express or implied, to the contrary contained in the Contract, where the Contractor is required to include or carry out any work or provide materials in accordance with any designs, drawings, plans, sketches, models, reports, specifications, calculations, data, text, images, computer programmes, computer software and/or other information or any part thereof approved by the University under this Contract, the Contractor shall be deemed to have accepted responsibility for such designs, drawings, plans, sketches, models, reports, specifications, calculations, data, text, images, computer programmes, computer software and/or other information or any part thereof as though the same had been created, produced and/or developed by the Contractor and the Contractor warrants that such designs, drawings, plans, sketches, models, reports, specifications, calculations, data, text, images, computer programmes, computer software and/or information or any part thereof will be suitable and wholly fit in all respects for their intended purpose and will perform in accordance with this Contract and the requirements of the University.

18. Compliance with Law

18.1 The Contractor shall comply with and satisfy all requirements under all laws and regulations relevant or applicable to the performance of his obligations under this Contract and shall indemnify the University in respect of all costs and expenses and any liabilities whatsoever which may be incurred by the University due to or in connection with the failure of the Contractor to comply with such laws and regulations.

19. Property and Risk

19.1 The property in any items or parts of the System shall pass to the University and/or the relevant person (as the case maybe) on delivery to the Site and the risk therein shall pass on the expiry of the Warranty Period which relates to the relevant item or part of the System so delivered.

20. Variations

20.1 The University may, at any time during the Contract, require the Contractor to undertake any reasonable alteration of, addition to or omission from the Works or any part thereof.


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Such a variation shall ONLY be chargeable if it has been raised after the University has confirmed and signed off on the relevant variation document, revising any requirement, design and configuration specifications, with the Contractor.

20.2 In the event of such a variation being requested, the University shall formally request the Contractor to state in writing the effect such variation will have on the Contract Price and to the Works schedule. The Contractor shall furnish such details within fourteen (14) days from receipt of the University's request or such other period as may be agreed. The Contractor shall not vary the Works in any respect unless instructed in writing to do so by the University.

20.3 A variation under this Clause 15 shall not invalidate the Contract but if such variation involves an increase in the cost to the Contractor of carrying out the Works, an appropriate adjustment to the Contract Price shall be considered.

20.4 The Contractor shall satisfy the University as to the reasonableness of changes to the Works schedule and of the extra costs or savings resulting from the variations.

20.5 Upon the University being satisfied regarding the reasonableness of any extensions to the Works schedule by the variation, the University shall grant such extension of time, and inform the Contractor accordingly in writing.

20.6 No waiver or variation of this Contract shall be of any force unless such waiver or variation is agreed upon in writing and signed by an authorized officer or representative from each of the Parties to this Contract.

21. Assignment, Sub-Contract, Transfer

21.1 The Contractor shall not charge nor assign any part nor the entirety of the benefit and/or obligation of this Contract to any third party, without the prior written consent of the University.

21.2 The Contractor shall be responsible for :

a) the acts, defaults, neglects or omissions of any assignee or Sub-Contractor, their employees, agents, servants and/or workmen as fully as if they were the acts, defaults, neglects or omissions of the Contractor, his employees, agents, servants and/or workmen; and

b) the System defect(s) due to any assignee, Principal or Sub-Contractor, their employees, agents, servants and/or workmen as fully as if such System defect(s) were due to the Contractor, his employees, agents, servants and/or workmen.

22. System, Equipment and Materials


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22.1 If applicable, all System, equipment and materials supplied shall be new and in strict conformance with the Specifications, shall be of good quality and suitable for their required purpose.

23. System Upgrade and Changes

23.1 If applicable, in the event of upgrades or changes to any of the components included in the Tender Proposal prior to the date of delivery, the following provisions shall apply:

a) In the event of price reduction of any Product(s) to be delivered, the Contractor shall offer the relevant Product at the lower price;

b) In the event of enhanced functionality or performance, the Contractor shall offer the more capable solution at the same price, or with the same discount level applied to the listed price, whichever is lower.

24. Refund of Monies

24.1 Without prejudice to such other rights as the University may have against the Contractor, the University may at its sole option demand in writing from the Contractor refund of all payments or any part thereof made to the Contractor under this Contract in any of the following events:

a) if the System or Services or any part thereof fails the Acceptance Tests in any aspect whatsoever;

b) if the System or Services or any part thereof does not meet the Specifications in any aspect whatsoever;

c) in the event of termination of this Contract under Clause 30.1; or

d) if the Contractor becomes bankrupt or insolvent or makes a composition with creditors or if, being a company, a winding-up or acquisition order of any kind is made in respect of the Contractor, or if a receiver or manager is appointed over the Contractor's undertaking or assets or possession of or execution on any part of such undertaking or assets is taken or levied by creditors.

25. Delay In Supply and Delivery

25.1 If in the opinion of the University there is delay in the delivery and/or performance of any item of Products or Services named in the Contract due to any of the following circumstances, namely, acts of God, pandemic outbreaks, arrests and restraints of princes, rulers or peoples, force majeure, riots and civil commotions, strikes, lock-outs or other causes or perils, which render the Products and/or Services undeliverable within the Contractor's reasonable control then in any such case the Contractor shall for the duration of any such circumstance aforesaid, be relieved of his obligation to


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deliver and/or perform any such Products and/or Services thereby affected but the provisions of the Contract shall remain in full force in regard to any Products and/or Services not affected by such circumstances aforesaid.

25.2 In the event of failure by the Contractor to deliver any item of Products or to commence or complete the performance of Services by the date specified in the Contract (or otherwise agreed between the parties) other than due to the circumstances provided for in Clause 20.1 above, the University shall have the right to:

a) cancel all or any such Products and/or Services from the Contract without compensation and obtain them from other sources and all increased costs thereby incurred shall be deducted from any moneys due or to become due to the Contractor or shall be recoverable as damages; and/or

b) require the Contractor to pay or allow the University to deduct from any moneys due or to become due to the Contractor, a sum calculated at the rate(s) as stipulated in Clause 21 for such delay as liquidated damages.

Any incomplete delivery and/or installation by the Contractor shall also be deemed as non-delivery of the items concerned.

25.3 Any payment of liquidated damages as aforesaid shall be without prejudice to the Contractor’s obligation to perform its obligations under this Contract.

25.4 The University may, at its own discretion, grant a grace period for any late delivery and/or performance after which the Contractor will be liable to pay liquidated damages as aforesaid.

26. Liquidated Damages

26.1 For any delay or non-compliance referred to in Clause 20.2 above, with the service level stipulated in Part II (average performance score within a period of one month is less than 80%), the Contractor shall pay liquidated damages at the rate of ten percent (10%) of each monthly payment, up to a maximum of ten percent (10%) of the then current annual Contract Price.

26.2 For any delay or non-compliance with the service levels stipulated in Part II of the Tender, the Contractor shall pay liquidated damages at the rate of ten percent (10%) of the then current annual Contract Price for each delay.

26.3 Without prejudice to Clauses 21.1 above, the University may obtain the service(s) from any other source(s) and any increased cost (including administrative costs) incurred by the University in respect thereof shall be borne by the Contractor.

26.4 All monies due to the University under the aforesaid Clauses 21.1 and 21.2 above shall be paid to the University not later than thirty (30) days from the date of issue of the University's written notification to the Contractor informing the Contractor of the total sum payable. If the Contractor fails to pay the said damages, the University may


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deduct the amount due from any monies due or which may become due from the University to the Contractor under the Contract and other contracts with the University or recover the same as a debt due from the Contractor in any court of competent jurisdiction.

26.5 The University reserves the right to charge interest for any delayed payment at the rate of eight percent (8%) per annum, from the time such sums as liquidated damages are due by the Contractor and until such time that such sums are made.

26.6 The Contractor agrees that the liquidated damages rates specified in Clause 29.1 and 29.2 above represent a genuine pre-estimate of the loss and damages the University is likely to incur in the event of any delay or non-compliance by the Contractor.

27. Termination

27.1 The Contract shall come into effect on such date as is specified in the Letter of Award and shall continue for a period of three (3) years. At the end of the third year, the University may exercise its option to renew the Contract for further terms of one (1) year each, provided that the total period of the Contract shall not exceed five (5) years.

27.2 The University may terminate the whole of this Contract or may withdraw any item from coverage under this Contract by giving at least thirty (30) days’ notice in writing to the Contractor without providing any reason.

27.3 The University may terminate this Contract with immediate effect by giving notice in writing to the Contractor on any one of the following grounds:

a) If the Contractor fails to deliver all or part of the proposed System and/or Services by the Maintenance Commencement Date or fails to make immediate replacements of any personnel/rejected item if applicable when so requested, or as directed by the University;

b) If the Contractor wholly suspends work without justification or fails to proceed with due diligence and due expedition and following expiry of two (2) weeks’ written notice from the University to that effect fails to take effective steps to recommence work or continues to proceed without due diligence or expedition, as the case may be;

c) If the Contractor refuses or persistently fails or neglects to comply with the instructions of the University issued under the provisions of this Contract and following expiry of two (2) weeks’ written notice from the University to that effect fails to take effective steps to comply with the said instructions;

d) If any inaccuracies or falsehoods are discovered at any time in the Contactor’s Tender Proposal or other documents submitted by the Contractor to the University as part of the Tender process;


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e) If the Contractor becomes bankrupt or insolvent or makes a composition with creditors or if, being a company, a winding-up or acquisition order of any kind is made in respect of the Contractor, or if a receiver or manager is appointed over the Contractor's undertaking or assets or possession of or execution on any part of such undertaking or assets is taken or levied by creditors; or

f) If the Contractor commits any material breach of this Contract.

27.4 Upon termination under Clause 22.3:

a) the University may engage other contractors to complete those parts of the Works uncompleted by the Contractor and the Contractor shall be liable to the University for all additional costs incurred thereby. The Contractor shall also pay liquidated damages for delay calculated in accordance with Clause 21 above as if he had himself completed the Works on the date of actual completion by those other contractors engaged by the University;

b) the University may withhold payment of any monies payable to the Contractor until the Works are completed and the damages payable to the University arising from such termination are quantified and ascertained by the University (such quantification and ascertainment to be made within a reasonable time) and if the aggregate amount of such damages and all monies paid to the Contractor under this Contract exceeds the Contract Price, such excess amount shall constitute a debt payable to the University by the Contractor; and

c) the Contractor shall remove from the Site, if required by the University, any temporary structures, plants, tools, Products, materials and equipment brought thereon by or for the Contractor and if the Contractor fails to do so within the time stipulated in the said notice for such removal, the University shall be entitled to store, remove, sell or otherwise deal with or dispose of the same and the Contractor shall be liable to and shall indemnify the University for or against any costs, expenses and liabilities whatsoever incurred by the University in so dealing with or disposing the same. In the event that the said temporary structures, plants, tools, Products, materials and equipment are sold, the proceeds after deduction therefrom of such monies as are due to the University from the Contractor shall be held for the Contractor for a period of not less than one (1) Calendar month from the date of posting of a notice to the Contractor to collect the said proceeds from the University and if the said Contractor fails to collect the same from the University within the said period, he shall be deemed to have disclaimed any rights to or interests in the said proceeds. The Contractor shall not be entitled to make any claims whatsoever against the University or its employees or agents for any action taken by the University in accordance with the provisions of this sub-clause.

27.5 The University may terminate this Contract by giving at least two (2) weeks’ notice in writing to the Contractor where the Contractor has breached or failed to observe any term of this Contract or generally failed to perform his obligations under this Contract in the manner contemplated by this Contract and has failed to remedy the failure or


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default within a period of thirty (30) days from the receipt of a notice in writing by the University requiring the Contractor so to do.

27.6 On the termination of this Contract, any monies or fees paid in advance by the University shall, without affecting any remedy which the University may have for any breach of this Contract by the Contractor, be pro-rated and refunded to the University.

27.7 Any termination of this Contract, however occasioned, shall not affect the accrued rights or liabilities of either Party nor shall any remedy which any Party has against the other for breach of this Contract be affected.

27.8 The rights of the University specified under this Clause 27 shall be in addition to such other rights and remedies as the University may have or be entitled to against the Contractor for breach of Contract or otherwise.

28. Indemnities

28.1 The Contractor shall fully indemnify and keep the University fully indemnified against all claims, demands, actions, judgments, damages, costs and expenses for injury or death arising directly or indirectly from the Works or the performance of this Contract unless the same are due to the act or neglect of the University or its employees or agents.

28.2 The Contractor shall fully indemnify and keep the University fully indemnified against all claims, demands, actions, judgments, damages, costs and expenses for damage to property which are caused directly or indirectly by any act or omission or negligence of the Contractor, his employees or agents or any person for whom the Contractor is responsible or due to any circumstances within the Contractor's control.

28.3 The Contractor shall fully indemnify and keep the University fully indemnified against all claims, demands, actions, judgments, damages, costs and expenses in respect of any infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property right which infringement or alleged infringement arises directly or indirectly from the performance of this Contract or use of the System or any matter relating thereto unless such infringement or alleged infringement is due solely to the use of any Specifications or drawings provided by the University.

28.4 None of the above indemnities shall be defeated or reduced by reason of the fact that the University may have neglected or omitted to exercise any powers of supervision or control whatsoever that it may have under this Contract.

28.5 The University shall notify the Contractor of any claim received and the Contractor may at his own expense conduct any litigation or negotiate any settlement that may arise therefrom.

29. Insurance


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29.1 The Contractor shall within such time as may be specified by the University, take up at his own cost and expense, the following policies:

a) to indemnify the University against any risk of loss or damage to the System or part thereof except for loss or damage caused by theft, negligence or malice by any of the University's employees or agents. The period of insurance shall be from the date this Contract comes into force to the date the Contract expires; and

b) To indemnify the Contractor and the University from all liabilities arising out of claims by any workman employed or otherwise engaged in and for the performance of this Contract for payment or compensation under or by virtue of the Work Injury Compensation Act (Cap 354) and under or by virtue of the common law and from all costs, expenses incidental or consequential thereto. The quantum of such insurance shall be not less than S$1 million for any one claim and for an unlimited number of incidents during the period of insurance. The policy or policies shall:

i. include the University as an Additional Insured in the policy; and

ii. include a waiver of subrogation clause against the University.

c) to indemnify the University against any loss, cost, expense or damages it may incur arising from or in connection with the negligence or default of the Contractor, his employees and/or personnel in the performance of their duties under the Contract.

29.2 Each policy taken out in compliance with this Clause shall:

a) be effected with such insurance companies as the University may from time to time approve;

b) be in a form approved by the University;

c) provide that it may not lapse, be terminated, cancelled or materially modified without thirty (30) days’ prior written notice to the University;

d) be valid from the date this Contract comes into force to the date the Warranty Period expires; and

e) contain a provision that no breach of warranty or condition or lack of due diligence on the part of the Contractor shall prevent or prejudice the University collecting the full amount to which it is entitled under the relevant policy of insurance.

29.3 All insurance contemplated by this clause shall be effected with an insurer and in terms approved by the University (which approval shall not be unreasonably withheld) and the Contractor shall produce to the University the policy or policies of insurance and the receipts for payments of the current premium.


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29.4 If the Contractor fails to comply with this Clause 29, the University may effect and keep in force the insurance policies contemplated herein and pay such premiums as may be necessary for this purpose and from time to time deduct the amount paid by the University from any monies due to or which may become due from the University to the Contractor or recover the same as a debt due from the Contractor in any court of competent jurisdiction.

30. Waiver

30.1 The failure by the University to enforce at any time or for any period any one or more of the terms or conditions of this Contract shall not be a waiver of such terms or conditions or of the right at any time subsequently to enforce all terms or conditions of this Contract.

31. Notice

31.1 Any notice to be served on the Contractor under this Contract may be sent by email or post to the Contractor at his place of business or residence last known to the University or at the Contractor's registered office, as the case may be, and any notice so sent by email shall be deed to have been given immediately upon sending, and any notice sent by post shall be deemed to have been given at the time when the same would normally be delivered in the ordinary course of post.

31.2 Any notice or request made to the University shall be in writing and shall be delivered by hand or by prepaid registered post, facsimile, telegram or telex to the University at the address specified below :

Integrated Information Technology Services (IITS)Singapore Management UniversityAdministration Building81 Victoria StreetSingapore 188065

32. Dispute Resolution

32.1 Any dispute and/or claim arising out of this Contract including any question regarding its existence, validity or termination, shall be referred to and finally shall be resolved by arbitration in the English language, in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (‘SIAC Rules’) for the time being in force which rules are deemed to be incorporated by reference into this Clause.

32.2 The commencement of any arbitration proceedings shall in no way affect the continued performance of the obligations of the Contractor under this Contract, except in so far as such obligations relate to the subject matter of such proceedings.


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32.3 The arbitral tribunal shall consist of one (1) arbitrator to be agreed upon by the Parties. If no agreement is reached within thirty (30) days after receipt by one (1) Party of a proposal from the other, the arbitrator shall be appointed by the Chairman of SIAC. The determination of the arbitral tribunal shall be final and binding on both Parties.

33. Enforceability

33.1 If any one or more of the foregoing terms and conditions shall to any extent be invalid or unenforceable, the other terms and conditions shall remain in full force and effect.

34. Security Deposit

34.1 The Contractor shall lodge with the University a security deposit of five percent (5%) of the Contract Price for the due, faithful and complete performance of the Contract and the observance by the Contractor of all stipulations, conditions and obligations on the part of the Contractor contained herein. The security deposit shall be in the form of a guarantee from a bank established in Singapore and approved by the University (refer to Part I Annex A for a sample of the banker’s guarantee).

34.2 The security deposit shall be furnished to the University within thirty (30) days from the date of issue of the Letter of Award.

34.3 In the event of default by the Contractor in complying with the stipulations, conditions and obligations herein, the Contractor shall forfeit to the University the security deposit or any part thereof as may be necessary to remedy such defaults or compensate the University but the rights and remedies given to the University by this sub-clause shall not prejudice any other rights or remedies whatsoever that the University may have against the Contractor by virtue of the Contract or at law PROVIDED that if the stipulations, conditions and obligations on the Contractor’s part herein contained and implied have in the opinion of the Superintending Officer been duly and faithfully observed, the banker’s guarantee deposited as the security deposit shall be discharged on the receipt by the Contractor of the University’s confirmation in writing.

34.4 The security deposit will be held by the University and will be released upon the expiry of the Warranty Period or the Contract, whichever is the later.

35. Terms of Payment and Charges

35.1 The prices for Products and Services under this Contract shall not be higher than those offered by the Contractor to anyone or any organization for similar Products and/or Services. If at any time during the Contract:

a) the Contractor subsequently obtains from his own supplier the Products or Services on more favourable terms and conditions than that agreed between the Parties; or


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b) the Contractor makes available to any organization in Singapore more favourable terms and conditions for any of the Products and Services offered hereunder; or

c) the market rates of any of the Products and Services become lower than the prices agreed in this Contract;

such terms and conditions or market rates shall be communicated to the University immediately and the Product or Service shall be made available to the University on the more favourable terms and conditions, or at the lower market rate, as the case may be.

35.2 The University will effect progressive payment on a monthly basis, upon completion of each month of services and upon receipt of invoice(s) from the Contractor for the service period.

35.3 All invoices shall be drawn and all payments shall be made in Singapore Dollars. The invoices shall also specify any GST payable by the University.

35.4 The charges quoted for Services, shall be for support services for a period of three (3) years exclusive of GST. The University shall reimburse the Contractor any GST chargeable on the Services.

35.5 For avoidance of doubt, any increase in the annual Contract Price shall be capped at 3% of the preceding years annual Contract Price.

36. Contractor’s Personnel

36.1 The Contractor shall provide all necessary personnel with the adequate skills for the performance of Works in this Contract.

36.2 The Contractor shall submit in writing to the University, the names and particulars including the educational qualifications and work experience of ALL Contractor’s personnel to be assigned to perform any of the obligations under this Contract in his Tender Proposal. No personnel shall commence work on this Contract unless approval is given in writing by the University. The University may at its discretion waive the requirement.

36.3 The Contractor shall ensure that all personnel have and shall continue to have for the duration of the performance of Works in this Contract, valid employment passes or work permits, where necessary.

36.4 No delay caused by the Contractor complying with the requirement stipulated in this Clause 37 or the University exercising its rights under this Clause 37 shall give rise to any claim for extension of time or additional payment nor shall any such delay set time at large.

36.5 The University reserves the right to object by notice in writing to any personnel assigned by the Contractor or his Sub-Contractors to the Contract. The University reserves the right not to notify the Contractor of the reason for the aforesaid objection. The


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Contractor shall remove such person from performing work related to this Contract immediately and furnish suitable and adequate replacement subject to the University's approval, at no additional expense to the University.

36.6 The Contractor shall sign an undertaking to safeguard the University’s information in accordance to the form provided in Part I Annex B. In addition, the Contractor shall also ensure that all his personnel, Sub-Contractor(s) and personnel of his Sub-Contractor(s) assigned to perform the obligations under this Contract similarly undertakes to safeguard the University’s information.

36.7 The Contractor shall undertake not to change his personnel designated under Clause 37.1 without the University's consent, whose consent shall not be unreasonably withheld. The Contractor shall not alter or reduce the quality of his personnel if this may adversely affect the progress or quality of the Works.

36.8 Where necessary and with approval in writing from the University, the Contractor shall work for extended hours without additional charge to the University in order to complete the Works by the agreed deadlines.

37. Technical Advisory/Consultancy Services

37.1 The Contractor shall make available to the University where necessary, expert technical advisory/consultancy Services during the implementation of the System up to the expiry of the Contract Period.

38. Appointed Representatives of the University

38.1 Any person or body appointed by the University shall have the authority to deal with the Contractor and the Sub-Contractors for and on behalf of the University in all matters in relation to this Contract.

39. Claims For Extra Work

39.1 The University shall not be liable for any claims for any extra work performed or to be performed falling outside the scope of this Contract regardless whether the extra work is initiated at the request of the University or not unless all the following conditions are fully complied with:

a) all claims including the price and the detailed scope of the extra work must be submitted in writing before the performance of any extra work; and

b) the University agrees in writing and issues a Purchase Order(s) for the extra work to be carried out and to the payment of the claim.

39.2 The Contractor agrees that it is only entitled to claims for any extra work provided all the conditions in Clause 40.1 are fully complied with. The Contractor further agrees that it shall not be entitled to additional payments whether under this Contract,


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restitution, quasi-Contract or equitable grounds if all conditions in Clause 40.1 are not fully complied with.

40. Compliance with Statutes, Regulations etc

40.1 The Contractor shall give all notices and pay all fees required to be given or paid under any law in force in Singapore in relation to the performance of the Contract.

40.2 The Contractor shall conform in all respects with the provisions of all laws of the Republic of Singapore and shall keep the University indemnified against all penalties and liabilities of every kind for the breach of any such laws.

41. Gifts, Inducements and Rewards

41.1 The University shall be entitled to immediately terminate the employment of the Contractor under the Contract and to recover from the Contractor the amount of any loss resulting from such determination, if the Contractor shall have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing to forbearing to do or for having done or forborne to do any action in relation to the obtaining or execution of the Contract with the University or for showing or forbearing to show favour to any person in relation to any contract with the University, or if the like acts shall have been done by any person employed by the Contractor or acting on his behalf (whether with or without the knowledge of the Contractor) or if in relation to any contract with the University the Contractor or any person employed by him or acting on his behalf shall have committed any offence under Chapter IX of the Penal Code or Prevention of Corruption Act or shall have abetted or attempted to commit such an offence or shall have given any fee or reward the receipt of which is an offence under Chapter IX of the Penal Code or the Prevention of Corruption Act.

42. Force Majeure

42.1 Neither Party shall be liable for any failure to perform his obligations under the Contract if the failure results from events which are beyond the reasonable control of either Party provided always that whenever possible the affected Party will resume that obligation as soon as the factor or event occasioning the failure ceases. For purposes of the Contract, such acts shall include acts of God, civil or military authority, civil disturbance, wars, strikes, fires or other catastrophes.

42.2 If any of or the effect of any of the aforesaid events shall continue for a period exceeding three (3) Calendar months the University may at any time thereafter upon giving notice to the Contractor cancel all or any Purchase Orders not fully performed. In the event of such cancellation, the University shall pay for all Products and Services supplied and accepted prior to the date of cancellation.


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42.3 If any of or the effect of any of the said events shall continue for a period exceeding six (6) Calendar months the University may at any time thereafter upon giving notice in writing to the Contractor terminate this Contract.

42.4 In any of the events mentioned in Clause 44.1 the Contractor or the University shall for the duration of such event be relieved of any obligation under the Contract as is affected by the event except that the provisions of the Contract shall remain in force with regard to all other obligations under the Contract which are not affected by the event.

42.5 Where the University elects to terminate the Contract under Clause 44.3 the Contractor shall forthwith refund to the University all amounts paid to the Contractor less the price of Products and Services which have been provided to the University.

42.6 Failure of the Contractor’s Sub-Contractors shall not be regarded as events beyond the control of the Contractor’s control unless such Sub-Contractors would qualify for exemption under this Clause 44 if the provisions of this Clause 44 were applied to them.

43. Public Release of Information

43.1 The Contractor shall obtain in writing the prior approval and the consent of the University before the release of any news item, article, publication, advertisement, prepared speech or any other information or material, pertaining to or related to any part of the Contract. Such prior approval shall be sought before the intended date of the release.

44. Contractor to Inform Himself Fully

44.1 The Contractor shall be deemed to have examined all parts of these Tender Documents and to have obtained at his own expense any additional information which he considers necessary for the completion of the Contract.

44.2 The Contractor shall be deemed to have satisfied himself before the execution of the Contract as to the nature of work and materials necessary for the completion of the Contract.

44.3 The Contractor shall be deemed to have obtained all necessary information as to risks, contingencies and other circumstances which might influence or affect the Contract, and to have satisfied himself as to the correctness and sufficiency of the Contract.

45. Cumulative Remedies

45.1 The provisions of this Contract, and the rights and remedies of the Parties under this Contract are cumulative and are without prejudice and in addition to any rights or remedies a Party may have in law or in equity; no exercise by a Party of any one right or remedy under this Contract, or at law or in equity, shall (save to the extent, if any,


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provided expressly in this Contract or at law or in equity) operate so as to hinder or prevent the exercise by it of any other such right or remedy.

46. Applicable Law

46.1 These Tender Documents and this Contract shall be construed in accordance with and governed by the laws of Singapore.

47. Contracts (Rights of Third Parties)

47.1 This Contract does not create any right under the Contracts (Rights of Third Parties) Act, which is enforceable by any person who is not a party to it.



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Annex A: Specimen of Banker’s Guarantee

SPECIMEN OF BANKER’S GUARANTEE/INSURANCE PERFORMANCE BOND FOR PRODUCTS AND SERVICES

To: SINGAPORE MANAGEMENT UNIVERSITY

Administration Building, Level 1181 Victoria StreetSingapore 188065

Attention: CIO, Integrated Information Technology Services (hereinafter called ‘SMU’).

WHEREAS an agreement (as documented in the form of (i) a Letter of Award dated the

______________________ day of ______________________ 20_____ in relation to Tender

No. SMU/OT/IITS/008/2019 and (ii) any other further agreement (if any) between the parties

in relation to the same) (hereinafter called ‘The Contract’) was made between

___________________________________________________________________________(Name of Contractor)

of _________________________________________________________________________(hereinafter called ‘The Contractor’) of the one part and SMU of other part whereby The Contractor agreed to _________________________________________________________________________________________________________________________________________________________________________________________________________________________________

(state nature of Contract)

for the sum of Singapore dollars ____________________________________(S$_________)

AND WHEREAS The Contractor is required under the Contract to pay _____________ per cent of the total value of the Contract as a Security Deposit for the due performance of his obligations under the Contract.

NOW in consideration of SMU not insisting on The Contractor paying ___________ per cent of the total value of the Contract as a security deposit for the said Contract, WE HEREBY AGREE as follows:

1. In the event of The Contractor failing to fulfill any of the terms and conditions of the said Contract, we shall promptly pay SMU on receipt of first written demand such sums demanded by SMU up to the an aggregate sum of Singapore dollars


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_________________________________________________________ (S$ ____________).

2. Our liability under this Guarantee shall continue for the duration of ___________ Calendar months ____________ from (date) ____________ and thereafter shall be extended from year to year without request from SMU until The Contractor shall have discharged all his obligations under the Contract or the Contract is terminated by SMU, whichever shall first occur. Notwithstanding the above, the above bond should not be extended beyond _______________.

3. We shall not be discharged or released from this guarantee or extended guarantee by any arrangement made between The Contractor and SMU with or without our assent or by any alteration to the obligations undertaken by The Contractor or by any forbearance whether as to payment, time, performance or otherwise.

4. This guarantee and extended guarantee is conditional upon a claim being made by SMU by notice in writing to us and a claim hereunder must be made within three (3) Calendar months from the expiry of this guarantee or extended guarantee. Any claim made shall be payable immediately.

5. SMU may make more than one claim on this guarantee or extended guarantee so long as the claims are made within six (6) Calendar months from the expiry of this guarantee or extended guarantee and the total claims do not exceed the guaranteed sum.

Dated this _______________ day of ____________ 20 ___________

As Witness our hand

Signed by ___________________________________________(Name and Designation of Officer)

for and on behalf of the

_____________________________ _____________________(Name of Bank/Insurance Company) (Signature)

in the presence of

Name ________________________________

Designation ___________________________ _____________________ (Signature of Witness)


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Annex B: Non Disclosure Agreement

Non Disclosure Agreement

This agreement is made this (“Effective Date”) between Singapore Management University (“SMU”) of 81 Victoria Street, Singapore 188065, and ______________________________________________________________ (“Contractor”) of <address> _____________________________________________________________ hereinafter referred individually as “a Party” or collectively as “The Parties”.

The purpose of this agreement is for Tender No. SMU/OT/IITS/008/2019: Tender for the Term Contract for the Design, Supply, Delivery, Installation and Commissioning of Classroom Presenter Prompters for Singapore Management University .

SMU is selecting the Contractor for such Services and the Contractor is willing to provide such Services to SMU.

THE PARTIES AGREE as follows:

1. The Contractor acknowledges that SMU operates in a highly competitive industry and that any and all information relating to the Tender, if disclosed (whether directly or indirectly) to a third party without the express authorization of SMU would have a detrimental effect on the business of SMU. In consideration of being made privy to the Confidential Information, the Contractor hereby agrees to observe and be bound by the terms of this Agreement.

2. In this Agreement, “Confidential Information” shall include but is not limited to information, knowledge or data, howsoever disclosed including copies and reproductions thereof, which are of an intellectual, technical, scientific, financial, commercial or marketing nature which is not in the public domain and in which SMU has a business, proprietary or ownership interest or has a legal duty to protect, which SMU considers to be confidential and which is identified by SMU as confidential.

3. The Contractor hereby agrees to use the Confidential Information only for the purpose of the Tender and hereby undertakes that the Confidential Information shall only be disclosed to those of its employees, servants and officers who have a need-to-know for the purpose of evaluating or developing the Tender.

4. The Contractor further agrees to keep the Confidential Information in strictest confidence and treat with the same degree of care it extends to its own Confidential Information and shall not, directly or indirectly, use for itself or on behalf of or disclose to any third party any Confidential Information received during the course of the Tender.

5. The Contractor shall cause its agents, consultants and contractors involved in the Tender to observe or be similarly bound by the terms of this Agreement. The Contractor, as principal party, shall be responsible and held liable for any breach of Non-disclosure by any of its agents, consultants and contractors.

6. The Contractor expressly understands that the Confidential Information disclosed by them under this Agreement is of a commercially valuable and highly sensitive nature. In the event that SMU discovers that the Contractor, its agents, consultants or contractors (whether individually or collectively) has made or makes or intends to make or causes to be made any unauthorized disclosure of the Confidential Information, SMU will be entitled to take out an injunction against any such party to restrain it from making any such disclosure. In addition or in the alternative, as the case may be, SMU will be entitled to exercise such legal and equitable remedies as are available in respect of the breach of this Agreement and to further protect the Confidential Information.

7. The provisions of this Agreement shall not apply to:a) Information which at the time of disclosure is in the public domain. b) Information which after disclosure becomes part of the public domain other than in breach of this Agreement.c) Information which was known to the Contractor prior to receipt from SMU provided such prior knowledge can be

adequately substantiated by documentary evidence antedating the disclosure by SMU.d) Information which has been independently developed or obtained by the Contractor or obtained by the Contractor


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from a third party other than in breach by either of them of their respective obligations to maintain confidentiality.e) Information which is required to be used or disclosed by reason of any law, governmental or other regulations or the

requirements, orders, directions, instructions or notices of any regulatory authority including any stock exchange, provided however that the Contractor shall promptly notify SMU of such requirements and shall use its best efforts to limit the scope of the use or disclosure.

f) Confidential Information which is disclosed to third parties with the prior written consent of SMU.

8. The Parties understand that SMU does not have any obligation to provide Confidential Information to the Contractor, that SMU does not make any representation or warranty with respect to the accuracy or completeness of the Confidential Information, and that SMU shall not be liable to the Contractor for any loss or damage resulting from the use of or reliance on any of the Confidential Information, except as otherwise provided in a formal written agreement executed between the Parties in respect of the Tender.

9. Upon termination of this Agreement for whatever reason and irrespective of whichever Party initiated the termination, the Contractor shall not make further use of the Confidential Information and shall return all of the Confidential Information to SMU, including all copies or reproductions, extracts, summaries or notes, or destroy the same in accordance with the directions of SMU and certify the same have been destroyed.

10. SMU may, at any time during the course of the Tender, direct the Contractor to return the Confidential Information to SMU, or part thereof, and not to make further use of the Confidential Information to be returned. Upon receipt of such directions, the Contractor shall promptly deliver the requested Confidential Information without retaining any copies or excerpts thereof to SMU. If the requested Confidential Information are still required by the Contractor to perform their Services for the Tender, then in such event, both Parties shall endeavour to obtain alternative information from other sources so that the Contractor can proceed with the performance of their Services but the Contractor shall not be held responsible for the quality of such Services rendered.

11. Unless expressly assigned to the other Party, whether in this Agreement or in some other document made between the Parties, all patents, patent applications, copyrights, design rights, trademarks or such other proprietary rights, belonging to the respective Parties shall remain vested in the Party concerned.

12. Neither Party shall assign its benefits, rights and obligations under this Agreement to any third party (including its subsidiaries, associated companies or affiliates) without the prior written consent of the other Party.

13. If for any reason any provision or part thereof of this Agreement is found to be unenforceable, such provision or part thereof shall be deemed to be severed from this Agreement and the remainder of the Agreement shall remain in full force and effect and may be enforced to the fullest extent possible.

14. The provisions of this Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore and shall be subject to the non-exclusive jurisdiction of the Courts of the Republic of Singapore.

15. This Agreement shall come into effect on the Effective Date and shall remain effective for a period of five (5) years from the date of this Agreement or for a period of five (5) years following the completion of the Tender, whichever is the later.

SIGNED SIGNED

For and on behalf of For and on behalf of

Singapore Management University Company Name:

Signature: Authorized Signature:

Name: Name:

Job Title: Job Title:

Company Stamp: Company Stamp:


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