This Master Agreement is entered into between the MRI Software company named in the attached Order Document (“MRI”) and the Client named in the Order Document, and the authorised representatives of the Parties hereby execute this Master Agreement to be effective as the Effective Date, as defined in the Order Document. As used in this Agreement, “Party” means either Client or MRI, as appropriate, and “Parties” means Client and MRI.
1. PURPOSE AND SCOPE
1.1 Master Agreement. This Master Agreement establishes the general terms and conditions for the provision of hardware products and related services.
All references to the “Master Agreement” shall mean this document, exclusive of Schedules. All references to the “Agreement” wherever found shall include this Master Agreement, all Schedules, the Order Document and any attachments incorporated in the Schedules.
1.2 Schedules. This Master Agreement incorporates by reference all Schedules indicated on the Order Document.
1.3 Order Document. “Order Document” means the document(s) executed by the Parties which incorporates the terms of this Master Agreement and applicable Schedules, and describes the Hardware Products or Services ordered, fees, and other order-specific information and/or Third Party EULAs, if any.
1.4 Additional Orders. Client may purchase additional Hardware Products or Services by executing a new Order Document.
1.5 Client User. “Client User” means a Client employee or Affiliate employee using the Hardware Products for Client’s internal business operations. Client shall ensure all Client Users comply with this Agreement and shall indemnify MRI for any breach by a Client User or violation of this Section 1.5. In no event shall the combined use of the Software or Services hereunder by Client and its Client Users exceed the Licence Metrics authorised under the applicable Order Document.
2. DEFINITIONS
“Affiliate” means an entity controlling, controlled by or under common control with a Party to the Agreement where control means the ownership or control, directly or indirectly, of more than fifty percent (50%) of all the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority.
“Client” means the entity that has entered into this Agreement with MRI, including Affiliates authorised to use the Hardware Products.
3. FINANCIAL TERMS
3.1 Fees and Payment Terms. Fees are specified in the applicable Order Document. Fees are exclusive of, and Client is responsible for, shipping costs.
Payment is due thirty (30) calendar days after invoice date, unless otherwise agreed in the Order Document. Interest accrues on past due balances at the greater of 1.5% per month or the highest rate allowed by law. Client is responsible for providing an accurate billing contact and updating that billing contact as needed from time to time such that MRI always has an accurate billing contact for Client.
If Client fails to pay fees when due, MRI may suspend performance upon ten (10) calendar days’ written notice. MRI may accelerate all remaining payments and collect collection expenses including legal fees.
3.2 Taxes. Unless expressly provide, prices do not include taxes. Client agrees to pay all applicable taxes (other than MRI’s income taxes) and to indemnify MRI for any tax liability resulting from Client’s failure to pay.
3.3 Travel Expenses. Unless otherwise noted within the Order Document, MRI’s reasonable travel and lodging expenses incurred by MRI in the performance of Services on Client’s site will be billed separately at actual cost.
4. CONFIDENTIALITY
4.1 Defined. “Confidential Information” means information designated as confidential or which by its nature ought to be considered confidential, including the terms and conditions of this Agreement, fees, business plans, and technical information.
4.2 Non-Disclosure. Each Party will protect the other Party’s Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care. Neither Party will use or disclose the other Party’s Confidential Information except as necessary to perform under this Agreement.
4.3 Exceptions. Information shall not be considered Confidential Information to the extent, but only to the extent, that the receiving Party can establish that such information (i) is or becomes generally known or available to the public through no fault of the receiving Party; (ii) was rightfully in the receiving Party’s possession before receipt from the disclosing Party free of any obligation to keep it confidential; (iii) is lawfully obtained from a third party who has the right to make such disclosure; or (iv) has been independently developed by the receiving Party without reference to any Confidential Information of the disclosing Party.
4.4 Compelled Disclosure. A Party may disclose Confidential Information if compelled by law, provided it gives the other Party prior notice (to the extent legally permitted) and reasonable opportunity to seek a protective order.
4.5 Remedy/Injunctive Relief. The Parties acknowledge that disclosure of any Confidential Information may give rise to irreparable injury to the Party whose information is disclosed, which injury may be inadequately compensated in damages. Therefore, either Party may seek injunctive relief against the other Party’s breach or threatened breach of this Section 4 as well as any other legal remedies that are available.
5. PRIVACY
5.1 Definitions. In this Section 5: “Applicable Data Protection Law” means the Personal Data Protection Act 2012 of Singapore (“PDPA”) and any subsidiary legislation, guidelines, codes of practice, or directions issued thereunder by the Personal Data Protection Commission (“PDPC”), as amended from time to time; and
“Personal Data” means personal data (as defined in the PDPA) processed by MRI pursuant to this Agreement.
5.2 Compliance. Each Party shall comply with Applicable Data Protection Law. Client shall obtain any required consent and provide any required notifications to enable the lawful collection, use, and disclosure of Personal Data to MRI in accordance with the PDPA.
5.3 Security. MRI shall implement reasonable security arrangements to protect Personal Data against unauthorised access, collection, use, disclosure, copying, modification, disposal, or similar risks, in accordance with the PDPA.
5.4 Sub-Processors. Client authorises MRI to engage third party sub-processors (including data intermediaries) to process Personal Data. MRI shall maintain a sub-processor list at www.mrisoftware.com/subprocessors. If Client objects in writing to a new sub-processor within thirty (30) days of notification and MRI retains the sub-processor, Client may terminate the affected Schedule. MRI shall ensure that sub-processors are bound by data protection obligations comparable to those in this Section 5.
5.5 International Transfers. Client consents to the transfer of Personal Data outside Singapore for any legitimate business purpose. MRI shall ensure that any such transfer complies with the PDPA’s Transfer Limitation Obligation, including ensuring that the recipient is bound by legally enforceable obligations to provide the Personal Data a standard of protection comparable to that under the PDPA.
5.6 Data Breach. MRI shall notify Client as soon as practicable after becoming aware of any data breach (as defined in the PDPA) affecting Personal Data that is likely to result in significant harm to affected individuals or is of a significant scale.
6. LIMITED RIGHTS AND OWNERSHIP
6.1 Reservation of Rights. All rights not expressly granted in the Agreement are reserved by MRI. Client acknowledges that: (i) all Hardware is licensed and not sold and all Content is subscribed to and not sold. If Client provides to MRI any ideas, proposal, suggestion or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements (“Feedback”), Client hereby give to MRI, without charge, royalties or other obligation, the right to make, have made, create derivative works, use, share and commercialise your Feedback in any way and for any purpose.
6.2 Restrictions. Client shall not itself, or through any Affiliate, Client User, employee, consultant, contractor, agent or other third party: (i) sell, resell, distribute, lease, rent, license or sublicense, in whole or in part, the Hardware.
7. INDEMNIFICATION
7.1 Client Indemnification. Client shall defend MRI against any claim, demand, suit, or proceeding made or brought against MRI by a third party arising out of or related to Client’s or its users’ use or misuse of the Hardware (“Client Claim”). Client shall indemnify MRI for all damages and costs finally awarded against, and for reasonable legal fees incurred by, MRI in connection with any Client Claim, or those costs and damages agreed to in a monetary settlement of such Client Claim; provided that MRI (a) promptly gives Client written notice of the Client Claim, (b) gives Client sole control of the defence and settlement of the Client Claim (provided that Client may not settle or defend any Client Claim unless it unconditionally releases MRI of all liability), and (c) provides Client all reasonable assistance, at Client’s cost. For purposes of this Section 7.1 only, “MRI” shall include MRI and its Affiliates, and each of their members, owners, officers, directors, employees, agents, successors and assigns.
8. DISCLAIMERS AND LIMITATION OF LIABILITY.
8.1 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE SCHEDULES, MRI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, MRI’S TOTAL LIABILITY TO CLIENT FOR ANY CLAIM UNDER THIS AGREEMENT WILL BE LIMITED TO THE FEES PAID BY CLIENT FOR THE HARDWARE PRODUCTS OR SERVICES THAT ARE THE SUBJECT OF THE CLAIM.
8.3 Third Party Software and Content. From time to time, MRI may utilise Third Party Software and Content in order to deliver the Software or Services to its Clients. Client’s use of the Third Party Software and Content is subject to and Client shall comply with the terms of any applicable Third Party EULAs. The licensors of such Third Party Software are intended third party beneficiaries with rights to enforce the Third Party EULAs. MRI MAKES NO WARRANTY WITH RESPECT TO ANY THIRD PARTY SOFTWARE OR ANY CONTENT; AND CLIENT’S SOLE REMEDY WITH RESPECT TO SUCH THIRD PARTY SOFTWARE SHALL BE PURSUANT TO THE ORIGINAL LICENSOR’S WARRANTY, IF ANY, TO MRI, TO THE EXTENT PERMITTED BY THE ORIGINAL LICENSOR. CONTENT AND THIRD PARTY SOFTWARE ARE MADE AVAILABLE ON AN “AS IS, AS AVAILABLE” BASIS.
8.4 No Special Damages. IN NO EVENT WILL MRI BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT MRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.5 Time to Bring Claim. NO CLAIM ARISING OUT OF THE AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT AGAINST MRI MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS OCCURRED.
8.6 Survival. THIS SECTION SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY.
9. TERM AND TERMINATION
9.1 Term. This Master Agreement commences on the Effective Date and continues until all Schedules expire or are terminated.
9.2 Termination. Either Party may terminate the Agreement upon written notice if the other Party commits a material breach that is not cured within thirty (30) calendar days of written notice (or ten (10) days for payment breaches).
9.3 Post-Termination. Upon termination, Client shall return all Hardware Products and Confidential Information to MRI. Termination does not excuse Client’s obligation to pay amounts due.
10. GENERAL PROVISIONS
10.1 Force Majeure. Neither Party shall be liable for delays or failures caused by events beyond its reasonable control, including acts of God, war, terrorism, strikes, or natural disasters.
10.2 Assignment. MRI may assign this Agreement to an affiliate or successor. Neither Party may otherwise assign without the other Party’s written consent.
10.3 Notices. Notices shall be delivered by hand, overnight courier, or certified mail to the addresses in the Order Document.
10.4 Relationship. This Agreement does not create a partnership, joint venture, or employment relationship. The Parties are independent contractors.
10.5 Severability. If any provision is held invalid, the remaining provisions shall remain in effect.
10.6 Survival. Sections 3, 4, 6, 7, 8, and 10 shall survive termination of this Agreement.
10.7 No Waiver. No waiver shall be effective unless in writing. Failure to enforce any provision shall not constitute a waiver of that provision.
10.8 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements. No modification is effective unless in writing and signed by both Parties.
10.9 Governing Law. This Agreement shall be governed by the laws of the Republic of Singapore without giving effect to its principles of conflict of laws. Disputes shall be resolved by arbitration in Singapore under the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”). The tribunal shall consist of a single arbitrator appointed by the Chairman of the SIAC and the language of the arbitration shall be English. Nothing in this Section 10.9 prevents any party from seeking equitable relief (including injunctions or specific performance) from the competent courts of the Republic of Singapore and for this purpose, the parties submit and agree to the exclusive jurisdiction of the Singapore courts.
10.10 Legal Fees and Costs. In the event of a dispute between the Parties regarding the enforcement of the Agreement, the prevailing Party in such dispute will be entitled to collect from the other Party the prevailing Party’s reasonable legal fees, expert witness fees, and costs.
10.11 Order of Precedence. If there is a conflict between this Master Agreement and a Schedule, the Master Agreement controls unless the Schedule expressly states otherwise.
10.12 Headings and Drafting. The headings in the Agreement shall not be used to construe or interpret the Agreement. The Agreement shall not be construed in favour of or against a Party based on the author of the document.
10.13 Counterparts. This Agreement may be executed in counterparts; electronic signatures shall be as effective as originals.
10.14 Treatment in the Event of Insolvency of Client. The Parties acknowledge and agree that the Agreement is governed by the Bankruptcy Act (Cap. 20, Singapore) and Companies Act (Cap. 50, Singapore) in the event of bankruptcy or insolvency of Client. Client acknowledges that MRI will be harmed if the Agreement was assigned to a competitor, direct or indirect, or any other party whose use of MRI Software or Services pursuant to the Agreement would be detrimental to the business and rights of MRI, and Client hereby grants MRI the right to consent to any proposed assignment of the Agreement in a bankruptcy or insolvency and that the rights of consent to the assignment shall be subject to (a) section 93(2) of the Bankruptcy Act (Cap. 20, Singapore) in the event of bankruptcy of Client, or (b) Part VIIIA of the Companies Act (Cap. 50, Singapore) in the event of insolvency of Client.
END OF MASTER AGREEMENT
HARDWARE SCHEDULE
This Hardware Schedule is entered into between the MRI Software company named in the attached Order Document (“MRI”) and the Client named in the Order Document, and the authorised representatives of the Parties hereby execute this Master Agreement to be effective as the Effective Date, as defined in the Order Document. As used in this Agreement, “Party” means either Client or MRI, as appropriate, and “Parties” means Client and MRI. This Hardware Schedule applies if the Order Document includes Hardware Products.
1. Definitions
“Documentation” means the user instructions, Functional Specifications, manuals and on-line help files in the form generally made available by MRI, regarding the use of the applicable Hardware.
“Hardware Products” means the MRI hardware products identified in the Order Document.
“Intellectual Property” means any and all intellectual property rights, recognised in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded, which MRI has created, acquired or otherwise has rights in, and may, in connection with the performance of Services hereunder, create, employ, provide, modify, create, acquire or otherwise obtain rights in.
“Licence Metrics” means the actual purchase of each of the Hardware products as defined in the applicable Order Document by a term such as the number of panels, hubs, and instances and the like.
2. Hardware Products
2.1 Generally. Client may use the Hardware Products for Client’s own account and not for resale or distribution. Hardware Products may be provided together with software or services, which may or may not be embedded.
3. Intellectual Property Rights.
3.1 General. MRI and its supplier(s) have and will retain all rights, title and interest in any and all intellectual property rights in and to the Hardware Products (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) and all copies, modifications and derivative works thereof. No rights in copyright, patents, trademarks, trade secrets, or other intellectual property are granted by MRI to Client except as expressly provided under this Agreement. MRI specifically reserves the right to market and distribute Hardware Products directly or indirectly to or through any other person or business entity, in MRI’s sole discretion.
3.2 Restrictions. Except as expressly permitted herein, Client shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer the Hardware Products or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Hardware Products by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, and then only with prior written notice to MRI); (b) distribute, sell, sublicense, rent, lease or use the Hardware Products (or any portion thereof) for time sharing or like purposes; (c) remove any product identification, proprietary, copyright or other notices contained in the Hardware Products or their packaging or related materials; (d) modify any part of the Hardware Products, create a derivative work of any part of the Hardware Products or incorporate the Hardware Products into or with software, except for software provided by MRI or to the extent expressly authorised in writing by MRI; or (e) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Hardware Products.
4. Delivery.
4.1 Delivery. MRI shall deliver Hardware Products to Client’s address in the Order Document. Shipping costs are Client’s responsibility unless otherwise specified. Title and risk of loss pass to Client upon delivery. In the event that the purchased Hardware product is not promptly available, MRI may (i) switch the purchased Hardware product with a comparable product at no additional cost to the Client; (ii) notify the Client of the unavailability of the Hardware product and work together in good faith to resolve the unavailability; or (iii) terminate the Hardware product portion of the applicable Order Document upon notice to the Client. Client specifically authorised MRI to provide the Client’s Confidential Information to MRI’s authorised representative and/or hardware provider, including without limitation, contact information of the Client and its employees. Title and risk of loss or damage to the Hardware Products will pass to Client upon delivery to Client’s address set out in the applicable Order Document.
4.2 Acceptance. Client shall inspect Hardware Products within five (5) business days of delivery and notify MRI of any visible defects or non-conformance with specifications. Hardware Products not rejected within this period shall be deemed accepted.
4.3 Site Requirements. Client is responsible for ensuring the installation site meets the environmental and power requirements specified in the product documentation, including adequate space, ventilation, and electrical supply.
5. Limited Warranty
5.1 Warranty. For one (1) year from delivery, MRI shall repair or replace any Hardware Product defective in materials or workmanship. This is Client’s sole remedy for defective Hardware Products. Defective Hardware must be returned to MRI.
5.2 Warranty Exclusions. The warranty does not apply to Hardware Products that are: (a) improperly installed, maintained, or operated; (b) modified without MRI’s authorisation; (c) damaged by accident or misuse; or (d) combined with products not supplied by MRI. MRI does not warrant normal wear and tear on consumable parts (e.g., batteries) or cosmetic damage. MRI does not warrant or guarantee the results obtained through the use of the Hardware Product.
5.3 Disclaimer. EXCEPT AS PROVIDED ABOVE, HARDWARE PRODUCTS ARE PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED WARRANTY OF ANY KIND, BY EITHER MRI OR ANYONE WHO HAS BEEN INVOLVED IN ITS CREATION, PRODUCTION, INSTALLATION, OR DISTRIBUTION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NONINFRINGEMENT.
5.4 Warranty Service. MRI shall use commercially reasonable efforts to repair or replace defective Hardware Products within fifteen (15) business days of receiving the returned product.
5.5 Extended Support. Following expiration of the warranty period, Client may purchase extended support and maintenance services at MRI’s then-current rates.
6. Hardware Products Change; Discontinuance.
MRI reserves the right to alter the design, functionality, or construction of any Hardware Products, and to discontinue Hardware Products or the support for any Hardware Products, with commercially reasonable notice of material changes.
6.1 Product Notices. MRI shall notify Client of any product recalls, safety notices, or mandatory updates affecting the Hardware Products. Client shall cooperate with MRI to implement any required remediation.
7. Term and Termination.
7.1 Return. Upon termination, Client shall return Hardware Products to MRI, freight prepaid. If not returned within thirty (30) days, Client will be invoiced for the replacement cost.
7.2 Data Removal. Prior to returning Hardware Products, Client shall remove all data stored on such products. MRI is not responsible for data remaining on returned Hardware Products.
7.3 Insurance. During the Term, Client shall maintain insurance covering the Hardware Products against loss, theft, and damage in an amount not less than the replacement cost.
7.4 Termination. Either Party may terminate the Agreement immediately upon written notice in the event that the other Party commits a non-remediable material breach of the Agreement, or if the other Party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non-breaching Party within thirty (30) calendar days of being notified in writing of such breach, except for breach of Section 3.1 (Fees and Payment Terms) of the Master Agreement which shall have a ten (10) calendar day cure period.
7.5 Survival. The provisions which ought, by their nature to survive termination of the agreement shall survive.
8. Limitation of Remedies and Damages.
8.1 NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MRI’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO CLIENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT TO MRI UNDER THIS AGREEMENT IN THE YEAR PRECEDING ANY CLAIM OR LAWSUIT.
8.3 THIS SECTION 8 WILL NOT APPLY TO MRI’s CLAIMS INVOLVING A PARTY’S INTELLECTUAL PROPERTY RIGHTS.
8.4 The HARDWARE PRODUCT IS not fault tolerant and ARE not designed, MANUFACTURED, or intended for use in life support, medical, emergency, mission critical or other STRICT LIABILITY OR hazardous activities (“High Risk Activities”). MRI specifically disclaims any express or implied warranty of fitness for High Risk Activities. Client represents and warrants that it will not use the HARDWARE PRODUCTS (or permit THEM to be used) for High Risk Activities, and agrees that MRI will have no liability for use of the HARDWARE PRODUCTS in High Risk Activities. Client agrees to indemnify and hold harmless MRI for any damages, liabilities or other losses resulting from such use.
9. High Risk Activities.
Hardware Products are not designed for life support, medical, emergency, or hazardous activities. Client shall not use them for such purposes and shall indemnify MRI for claims arising from such use.
10. Regulatory Compliance.
MRI represents that the Hardware Products comply with applicable safety and regulatory certifications for Singapore. Client is responsible for any permits or approvals required for installation.
11. Disposal.
At end of life, Client shall dispose of Hardware Products in accordance with applicable environmental and e-waste laws.
8.5.
The Parties agree that the limitations specified in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
END OF HARDWARE SCHEDULE
PROFESSIONAL SERVICES SCHEDULE
This Professional Services Schedule applies if the Order Document includes professional services for Hardware Products.
1. PROFESSIONAL SERVICES
1.1 Scope. MRI will perform the professional services for Hardware Products as described in the applicable Order Document or statement of work (“SOW”). Each SOW shall become part of the Agreement upon execution by both parties.
1.2 Changes. Changes to professional services must be agreed in writing by both parties and shall specify any effect on timing and fees.
1.3 Fees. Professional services shall be provided at MRI’s rates in effect at the time services are performed, or as specified in the Order Document. If Client cancels scheduled professional services less than five (5) business days before the scheduled date, Client shall pay fifty percent (50%) of the estimated fees for the cancelled services.
2. CLIENT OBLIGATIONS
2.1 Cooperation. Client shall provide MRI with reasonable access to facilities, personnel, and equipment as required to perform the professional services. MRI’s performance is dependent upon Client’s timely satisfaction of its responsibilities.
2.2 Site Access. Client shall ensure MRI’s personnel can access the installation site and any necessary systems. Client is responsible for providing access through any security measures.
2.3 Acceptance. Client shall test the installed Hardware Products and notify MRI of any deficiencies within five (5) calendar days following installation. MRI will correct any installation deficiencies at no additional charge.
3. TERMINATION
This Schedule may be terminated in accordance with Section 9 of the Master Agreement. Upon termination, Client shall pay MRI for professional services performed through the date of termination.
END OF PROFESSIONAL SERVICES SCHEDULE
Version 2 – May 2026