Samples clauses for Singapore law agreements and contracts.
SIAC Model Clause
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration 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 in this clause.
The Tribunal shall consist of _________________ arbitrator(s).
The language of the arbitration shall be ________________.
UNCITRAL Model Clause
Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in Singapore in accordance with the UNCITRAL Arbitration Rules for the time being in force.
The arbitration shall be administered by Singapore International Arbitration Centre (“SIAC”) in accordance with its Practice Note on UNCITRAL cases.
The appointing authority shall be the Chairman or Deputy Chairman of SIAC.
The number of arbitrators shall be _________________.
The language to be used in the arbitral proceedings shall be ________________.
SCMA Model Clause
Any and all disputes arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore Chamber of Maritime Arbitration (“SCMA Rules”) for the time being in force at the commencement of the arbitration, which rules are deemed to be incorporated by reference in this clause.
SCMA Bunker Arbitration Clause
Any disputes arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration at SCMA in accordance with the Singapore Bunker Claims Procedure (“SBC Terms”) for the time being in force at the commencement of the arbitration which terms are deemed to be incorporated by reference into this clause.
SCMA BIMCO Arbitration Clause (2013)
This Contract shall be governed by and construed in accordance with Singapore*/ English* law.
Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration in Singapore in accordance with the Singapore International Arbitration Act (Chapter 143A) and any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.
The arbitration shall be conducted in accordance with the Arbitration Rules of the Singapore Chamber of Maritime Arbitration (SCMA) current at the time when the arbitration proceedings are commenced.
The reference to arbitration of disputes under this clause shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator and give notice that it has done so within fourteen (14) calendar days of that notice and stating that it will appoint its own arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.
Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.
In cases where neither the claim nor any counterclaim exceeds the sum of USD 75,000 (or such other sum as the parties may agree) the arbitration shall be conducted before a single arbitrator in accordance with the SCMA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
Choice of Jurisdiction
The courts of Singapore have exclusive jurisdiction to settlea ny dispute arising out of or in connection with this Agreement(including a dispute regarding the existence, validity or termination of this Agreement (a “Dispute”).
The Parties to this Agreement agree that the courts of Singapore are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.
Charge – Equitable
The Chargor, as legal and beneficial owner of the Shares (as defined), and as a continuing security for the payment of all Liabilities (as defined), charges in favour of the Chargee by way of first fixed charge, and assigns and agrees to assign absolutely to the Chargee, free from all other security interests, all its rights, title and interest in and to, all present and future Shares.
Charge – Floating
The Borrower, as legal and beneficial owner and as continuing security for the due and punctual payment and discharge of the Secured Debt, charges in favour of the Bank by way of first floating charge all its present and future assets, business, undertaking, Book Debts, Insurances, Intellectual Property and uncalled capital, and all rights and interests in, and any proceeds of, any of the foregoing.
Choice of Law
This Agreement shall be governed and construed in accordance with the laws of Singapore. ________________________________________
The Contract and all its subsequent variations shall be subject to, governed by and interpreted in accordance with the laws of Singapore for every purpose.
All communications between the Company and the Shareholders or any of them and all information and other material supplied to or received by any of them from any one or more of the others which is either marked “confidential” or is by its nature intended to be exclusively for the knowledge of the recipient alone, or to be used by the recipient only for the benefit of the Company, any information concerning the business transactions or financial arrangements of the Company or of the Shareholders or any of them, or of any person with whom any of them is in a confidential relationship with regard to the matter in question coming to the knowledge of the recipient shall be kept confidential by the recipient and shall be used by the recipient solely and exclusively for the benefit of the Company unless (i) disclosure is required by law, (ii) any party can reasonably demonstrate that it is or part of it is, in the public domain through no act or default on the part of the recipient, its servants and/or agents, whereupon, to the extent that it is public, this obligation shall cease, (iii) it is already in the relevant Shareholder’s possession, (iv) is independently developed by either Shareholder outside the scope of this Agreement; or (v) is rightfully obtained from third parties.
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement .
Each Party shall bear its own legal and other costs and expenses of and incidental to the negotiation, preparation, execution and performance by it of this Agreement and all ancillary documents.
The Parties expressly acknowledge that they have read this Agreement and understood its provisions. The Parties agree that this Agreement and all Schedules annexed to the same constitute the entire agreement between them with respect to the subject matter of this Agreement and that it supersedes all prior or contemporaneous proposals, agreements, negotiations, representations, warranties, understandings, correspondence and all other communications (whether written or oral, express or implied) or arrangements entered into between the Parties prior to this Agreement in respect of the matters dealt with in it. No promise, inducement, representation or agreement other than as expressly set forth in this Agreement has been made to or by the Parties.
If an event of Force Majeure occurs, a Party’s contractual obligation affected by such an event shall be suspended during the period of delay caused by the Force Majeure and shall be automatically extended, without penalty, for a period equal to such suspension. The Party claiming Force Majeure shall promptly inform the other Parties in writing and shall furnish sufficient proof of the occurrence and duration of such Force Majeure. The Party claiming Force Majeure shall also use all reasonable endeavours to terminate the Force Majeure. In the event of Force Majeure, the Parties shall immediately consult with each other in order to find an equitable solution and shall use all reasonable endeavours to minimize the consequences of such Force Majeure.
The Parties shall with reasonable diligence do all things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.
Each Party shall use all reasonable diligence to procure that any necessary third party shall execute such documents and do such acts and things as may be reasonably necessary to effect the purpose of this Agreement and carry out its provisions.
The Guarantor irrevocably and unconditionally: (a) guarantees to the Lender punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents; (b) undertakes with the Lender that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2 if the amount claimed had been recoverable on the basis of a guarantee.
This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower and/or the Guarantor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
All disputes, controversies, or differences arising out of or in connection with this agreement shall first be submitted to the Singapore Mediation Centre for resolution by mediation in accordance with the Mediation Procedure for the time being in force. The parties agree to participate in the mediation in good faith and undertake to abide by the terms of any settlement reached. ________________________________________
All disputes, controversies, or differences arising out of or in connection with this agreement shall first be submitted to the Singapore Mediation Centre for resolution. The disputes, controversies or differences shall be referred within [No. of days] days from the time they arose, in accordance with the Mediation Procedure for the time being in force, unless any of the parties serve a written notice on all the other parties and the Singapore Mediation Centre stating that it does not agree to submit the matter to mediation. The parties agree to participate in mediation in good faith and undertake to abide by the terms of any settlement reached. ________________________________________
All disputes, controversies or differences arising out of or in connection with this agreement shall be submitted to the Singapore Mediation Centre and the Singapore International Arbitration Centre for resolution by med-arb in accordance with the SMC-SIAC Med-Arb Procedure for the time being in force, which procedure is deemed to be incorporated by reference into this clause.
Non-Performance Due to Legal Restrictions
In the event that any Party is unable to perform any obligation or obligations under this Agreement in whole or in part if the performance of such obligation or obligations will result in a breach or contravention of applicable law in force at the relevant time, a failure of such Party to perform such obligation or obligations shall not constitute a breach of this Agreement by such Party and none of the other Parties shall have any rights or remedies against such Party for such non-compliance.
If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
Power of Sale
The statutory power of sale, of appointing a Receiver and the other statutory powers conferred on mortgagees by Section 24 of the Act as varied and extended by this Deed shall arise after the Charges shall have become enforceable and no restriction imposed by any act or other statutory provision in relation to the exercise of any power of sale shall apply to this Deed.
No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any of the Parties shall not constitute a waiver by such Party of the right to pursue any other available remedies.
Without prejudice to any other rights or remedies a Party may have, the Parties each acknowledge and agree that damages may not be an adequate remedy for any breach of this Agreement and the Parties shall be entitled to the remedies of injunction, specific performance and other equitable relief (but for the avoidance of doubt no right of rescission or, unless expressly permitted, termination) for any threatened or actual breach of this Agreement.
Service of Process
Without prejudice to any other mode of service allowed under any relevant law, the Borrower: (a) irrevocably appoints the Company as its agent for service of process in relation to any proceedings before the Singapore courts in connection with this Agreeemt; and (b) agrees that failure by a process agent to notify the Company of the process will not invalidate the proceedings concerned.
If any provision of this Agreement or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and it shall in no way affect or prejudice the enforceability of the remainder of such provision or the other provisions of this Agreement.
Time of Essence
Any date, time or period mentioned in any provision of this Agreement may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time shall be of the essence.
Third Party Rights
Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of this Agreement.
Notwithstanding any term of this Agreement the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of this Agreement.
No amendment, modification of or addition to any provision of this Agreement shall be effective unless made in writing and signed by the duly authorized representatives of the Parties. The written form requirement shall also apply to the renunciation of this clause.
Waiver of Sovereign Immunity
The Borrower waives any rights of sovereign immunity which it or any of its properties may enjoy in any jurisdiction and subjects itself to civil and commercial law with respect to its obligations under this Agreement.
No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. Any term of the this Agreement may be amended or waived only with the consent of the Lender and the Borrower and any such amendment or waiver will be binding on all Parties.