1. INDEPENDENT CONTRACTOR. IT IS UNDERSTOOD AND AGREED THAT PWCO IS AN INDEPENDENT CONTRACTOR AND THAT PWCO IS NOT, AND WILL NOT BE CONSIDERED TO BE, AN AGENT, PARTNER, FIDUCIARY, OR REPRESENTATIVE OF THE COMPANY OR THE AUDIT COMMITTEE.
2. Survival. The agreements and undertakings of the Company contained in the engagement letter to which these terms are attached (the “engagement letter”), together with the appendices to the engagement letter including these terms, will survive the completion or termination of this engagement.
3. Assignment and Subcontracting. Except as provided below, no party may assign, transfer, or delegate any of its rights or obligations relating to this engagement (including, without limitation, interests or claims relating to this engagement) without the prior written consent of the other parties. The Company hereby consents to Echon subcontracting a portion of its services under this engagement to PWCO. Professional services performed hereunder by PWCO shall be invoiced as professional fees, and any related expenses shall be invoiced as expenses, unless otherwise agreed.
4. Severability. If any term of the engagement letter, including its appendices, is determined to be invalid or unenforceable, such term shall not affect the other terms hereof or thereof, but such invalid or unenforceable term shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein and therein.
5. Force Majeure. No party shall be deemed to be in breach of the engagement letter (including its appendices) as a result of any delays or non-performance directly or indirectly resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire, epidemic or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.
6. Governing Law and Dispute Resolution. This contract will be governed by and interpreted in accordance with the laws of Singapore. In the unlikely event that differences concerning the Services or fees should arise that are not resolved by mutual agreement, the parties agree that the Singapore Courts will have exclusive jurisdiction in connection with the resolution of any dispute or difference arising out of or in connection with this Contract.