Electronic Discovery Software as a Service (ediscovery SaaS) Call for Collaboration (CFC)

Transcription

1 Electronic Discovery Software as a Service (ediscovery SaaS) Call for Collaboration (CFC) June 2012

2 Table of Contents 1. Introduction Background Objectives of Programme Scope Project Considerations CFC Requirements Selection Process Schedule Submissions Contact Details Annexes Annex A: Annex B: Important Notices Profile of Industry Annex C: Supreme Court Practice Directions Amendment No 1 of 2012 Annex D: Annex E: Relationship amongst the Key Stakeholders Sample of SAL Management Oversight and Participation Agreement Page 1 of 21

3 1. Introduction 1.1 The Singapore Academy of Law (SAL), with support from the Singapore Judiciary, Law Society of Singapore (LawSoc) and the Info-communications Development Authority of Singapore (IDA), is issuing this Call for Collaboration (CFC) to invite companies or consortia to submit their proposals for a programme to provide electronic discovery (ediscovery) Software as a Service (SaaS) for law firms and client organisations in Singapore. 1.2 The SaaS offered by companies or consortia of companies should include, but need not be limited to, application, cloud infrastructure, service bureau, consultancy, marketing, deployment, and support services. 1.3 Companies or consortia submitting proposals for this CFC shall be known as Participants in this document. 1.4 For avoidance of doubt, this document shall be read with and subject to the important notices set out in Annex A. 2. Background 2.1 With the proliferation of the use of technology, most notably electronic mail and the Internet, there is an exponential increase in information which is generated and stored in various electronic media, either as a matter of design or inadvertence. The resultant high volume of information potentially available as evidence in the event of a dispute has created challenges to law firms in terms of the identification and management of relevant documents to be provided to other parties to comply with discovery requirements in litigation or arbitration. 2.2 On a national level, Singapore is seen as a favourable location for international dispute resolution through either the Courts or arbitration. This trend is strongly supported by the Government s efforts to promote Singapore as a litigation and arbitration hub. As stated by the Honourable the Chief Justice of Singapore during the International Conference for Electronic Litigation 2011 : For Singapore to maintain its lead as a regional dispute resolution centre whether for litigation or arbitration our profession must be personally equipped with both the technical tools and the skill set to be able to handle cross-border disputes involving large volumes of documents and in a cost-efficient manner. That is the lofty goal which I set the Bar. 2.3 To facilitate the use of technology to aid in the management and review of documents, the Supreme Court issued Practice Direction 3 (PD3) in 2009, providing a framework for the ediscovery process. In 2011, Court of Appeal hearings went paper-less, with the introduction of electronic bundles of authorities and records of appeal. In 2012, the ediscovery Practice Directions was revised vide Supreme Court Practice Directions Amendment No 1 of 2012 (please refer to Annex C) and can be located online as follows: Participants are to note the applicable cases where the use of ediscovery should be considered as highlighted in paragraph 43A of PD3: Page 2 of 21

4 a) Where the claim or counterclaim exceeds $1 million; b) Where documents discoverable by party exceeds 2,000 pages in aggregate; or c) Where documents discoverable in the case or matter comprise substantially of electronic mail and/or electronic documents. 2.5 In the first scenario, where the claim or counterclaim exceed $1 million, the table below shows a trend in the rising number of cases that meets the criteria : Case Year Count Table 1 Number of cases where the claim or counterclaim exceed $1 million (Figures extracted from Supreme Court EFS System) 2.6 The new optional framework introduced under paragraph 43J of PD3 allows parties to discharge their discovery obligations by supplying electronic copies of documents. A detailed list of documents is dispensed with. This provides parties particularly where the client and lawyer have adopted an electronic workflow an option to gain real efficiency and costs savings. Lawyers who are engaged in providing litigation services in bulk with corporate clients will do well to consider this option with their clients seriously. The ediscovery SaaS platform can be used as a means of benefiting from this optional framework. 2.7 The willingness of the Judiciary to embrace electronic discovery must be matched by the technological readiness of lawyers to utilise electronic discovery in litigation. Currently, there are around 800 law firms in Singapore, of which approximately 45% are involved in dispute resolution, i.e. litigation or arbitration. However, over 80% of the 800 law firms have fewer than 5 lawyers, and these smaller law firms find it challenging to utilise technology in view of their limited financial and technical expertise. 2.8 In recent years, the sector has also seen the admission of foreign practitioners and law firms, with varying degrees of know-how in this area. With increasing awareness of the productivity benefits and cost-efficiencies that ediscovery brings, there is a gradual but assured realisation amongst law firms that traditional paper-based discovery is no longer viable for all cases, thus leading to an inevitable shift to ediscovery. To facilitate and complement this shift, it is envisaged that a consolidated platform can be provided for ediscovery, with a view to institutionalise the benefits of ediscovery. 2.9 For further information, a profile of the legal industry and its technology readiness is set out in Annex B. 3. Objectives of Programme 3.1 This programme aims to identify companies or consortia to develop and operate an ediscovery SaaS to make available on-line evidence management and discovery tools with an on-line repository of client and case related documents. It is envisioned that the widespread adoption of the service would allow law firms to experience productivity gains, and facilitate cost-efficient management of complex litigation involving large volumes of documents. 3.2 This programme also aims to enable law firms in Singapore to leverage on the ediscovery system and services to assist them in managing documents entrusted by Page 3 of 21

5 their clients. This will encompass the life cycle of uploading documents into the system through to the discovery process and creation of production sets for disclosure. 3.3 As outlined in paragraph 2.2, the long term goal is to promote Singapore as a centre of excellence for litigation and arbitration. The table below provides a summary of the programme objectives from the various perspectives: Perspective Law Firm and Client Country Programme Objectives Increased productivity during legal review, which in turn will result in reduction of costs to clients Development of Singapore as a centre of excellence for complex litigation involving large volumes of documents in a cost-efficient manner. Table 2 Summary of the Programme Objectives 4. Scope 4.1 The scope of this CFC covers the provision of ediscovery SaaS for law firms in Singapore to facilitate the exchange of documents among the law firms in electronic format (see Figure 1 below for the envisaged usage of the Services). Figure 1 Scope of Services 4.2 An ediscovery SaaS platform that is user-friendly and robust is critical towards ensuring the adoption of ediscovery among the law firms. The Participants shall propose an approach and potential solutions in, but not limited to, the following areas: ediscovery Platform Equip law firms with an affordable and scalable cloud-based ediscovery platform in the form of SaaS, which will be accessible via SAL s LawNet platform; Deployment Concerted engagement programme to ensure the target number of law firms for pilot and mass deployment phases will be achieved (see paragraph 4.4); and Page 4 of 21

6 4.2.3 Supporting Structure (e.g. Governance, Financial Sustainability, Risk Management) Put in place a governance structure for the programme to ensure viability and sustainability of Programme. 4.3 The duration of this programme shall be for a period of three years, with the option of an extension of a further two years. Figure 2 ediscovery Programme Timeline 4.4 The target number of law firms to be secured as new ediscovery SaaS subscribers for each phase is as follows: Pilot Phase (Three Months) 10 law firms Mass Deployment Phase (Year One) 250 law firms Mass Deployment Phase (Year Two) 150 law firms; and Steady-State Phase (Year Three; Years Four to Five optional) Minimally would have 400 law firms as subscribers to the ediscovery SaaS and actively using the services. Phase Pilot (Three Months) Mass Deployment Phase (Year One) Mass Deployment Phase (Year Two) Steady-State Phase (Years Three to Five) Number of New SaaS Subscribers to be attained in Phase 10 Law Firms 250 Law Firms 150 Law Firms Minimally would have 400 law firms as subscribers to the ediscovery SaaS and actively using the services. Table 3 ediscovery Programme Targets 4.5 Participants shall note that the target number of law firms for each phase as detailed in paragraph 4.4 is critical to the success of this Programme. Failure to attain the target minimum total number of law firms as SaaS subscribers for each phase (as indicated in column 2 of Table 3) may result in termination of the master agreement with SAL. Page 5 of 21

7 5. Project Considerations 5.1 Consortium Composition Companies are encouraged to form a consortium if individual companies are not able to provide a holistic and integrated solution to address the three areas identified above, namely an e-discovery platform, deployment and supporting structure Each consortium shall comprise the consortium leader and their partners participating in the proposed consortium. This can be a combination of system integrators, software vendors, and consultancy companies The consortium shall clearly identify the consortium leader for the purpose of managing and coordinating the activities of the consortium. The consortium leader shall be responsible for submitting a proposal on behalf of all its partners. The roles and responsibilities of the consortium leader and all its partners must be clearly articulated in the proposal. A Special Purpose Vehicle ( SPV ) may be incorporated for the purpose of contracting with law firms subscribing to the services SAL reserves the right to disqualify or reject any proposal in the event of withdrawal of any partner, or where any material representation within the proposal is discovered to be inaccurate, misleading or false The pre-requisites for participating in this CFC are as follows: (a) (b) For an individual company, the company shall be registered in Singapore with the Accounting & Corporate Regulatory Authority (ACRA); For a consortium, at least the leader and the SPV shall be registered in Singapore with the Accounting & Corporate Regulatory Authority (ACRA) and the main technology provider shall have a local office in Singapore. 5.2 Working Arrangements The selected companies or consortia shall enter into an agreement with SAL in relation to this programme and shall liaise with SAL on any contractual issues (e.g. target number of law firms as service subscribers and service level agreements). Please refer to Annex E for a sample of the agreement Individual law firms shall engage the selected companies or consortia s SPV for provision of services in accordance to the terms and conditions of the Contract The selected companies or consortia shall be deemed as LawNet service providers and shall pay SAL statutory fees in accordance with the Singapore Academy of Law Rules. Participants can refer to the URL below (Rule 14) for more information on the fees During the term of the Contract, the selected companies or consortia will be under SAL s supervision. The extent of this supervision may extend to day-to-day operations should the need arise. Page 6 of 21

8 5.3 Incentives To Facilitate Adoption The selected companies or consortia (service provider) are to undertake the initial setup cost as well as the recurrent operation costs. In return, the law firms who consume the services shall pay the selected companies or consortia s SPV directly. Participants can refer to Annex D for an overview of the interaction amongst the key stakeholders To encourage the early adopters, incentives will be provided to encourage law firms to adopt ediscovery SaaS during the pilot phase (first three months) and the first 2 years of the mass deployment phase (i.e. Years 1 and 2). During the pilot and mass deployment period, only law firms who subscribe to the solution of the appointed Participant(s) selected from the CFC exercise would be able to receive the incentives The administration of these incentives shall be between the administering Government agency/agencies and the law firms. Participants can refer to the URL below for more information on the incentives In addition to the incentives above, there is also a tax-incentive programme to spur the adoption of cloud computing and Participants can refer to the URL below for more information on the tax incentives. 6 CFC Requirements 6.1 Overview The figure below provides an overview of the key building blocks and the supporting structure. Figure 3 Key Building Blocks and Supporting Structure Page 7 of 21

9 6.2 General Requirements Desired Outcomes Description and Features General Requirements Accessibility The system shall support common web browsers, with minimal need for plug-ins. The system shall have strong user authentication features. Tablet and mobile accessibility may be provided at a later phase. Service Availability and Performance Location of Data Centre Integrity and Ownership of Data The system shall be accessible 24 x 7 x 365 with target service availability of 99.9%, excluding scheduled maintenance downtime. The system shall meet a response time of 5sec or less, excluding transmission time. The capacity of the system shall be dynamically responsive according to the loads. Monthly reports on the availability of the system shall be provided to SAL. System administration functionalities such as generation of online reports, management of user accounts and review of access logs shall be provided to SAL. The data centre for the system shall be hosted locally in Singapore. The disaster recovery (DR) site for the system shall be located in Singapore and be at least 5km away from the primary site. When the primary site is down, the switch over to the DR site shall not be longer than 4 hours. The primary site shall be up and available for the pilot phase within 3 months of the contract signing with SAL. Setting up of the DR site and the development of the DR Plan shall be 1 month thereafter. DR Plan shall be tested and updated annually. Data in the system belongs to the respective law firms and/or their clients. Prior approvals from law firms and SAL shall be sought before any disclosure or extraction of data. Backups shall be performed daily and sent offsite to ensure system and data can be recoverable. 6.3 e-discovery Platform The e-discovery platform shall be based on the following reference model below and shall preferably include the following modules, where possible : Page 8 of 21

10 (a) (b) Evidence Management Module (EMM) to function as an online repository for law firms and their clients to share legal documents/records in a secure manner. EMM should be capable of scaling accordingly in a robust manner to meet the dynamic load demands, and to enable the transfer of the legal documents/records in EMM to the ediscovery module in a seamless manner; ediscovery Module that comprises of tools and processes based on the Electronic Discovery Reference Model (EDRM) to manage the review of documents/records and prepare sets of documents/records for production or disclosure in a secured multi-tenanted environment that is capable of scaling accordingly in a robust manner to meet the application dynamic load demands. Figure 5 Electronic Discovery Reference Model (Source: It is mandatory that the Participants are familiar with PD3 and ensure that the proposed solution can meet the requirements set forth in PD3 (Please refer to Annex C). In addition, the Participants shall describe and articulate how their platform would be able to minimally achieve the requirements listed in PD3 and the table below. Desired Outcomes and Features Description Evidence Management Module Cloud-Based Repository A fully-centralised repository that enables authorised users, both inside and outside an organisation, to quickly and easily find and retrieve any document maintained by the law firm. The repository supports searching of documents and folders using template attributes or full text search. Documents that are deposited in the repository can be searched using various attributes and document content. Rapid Content Import The authorised users can use the batch-copy in the repository to upload or download of data at the defined time Page 9 of 21

11 Desired Outcomes and Features and Export Workflow Automation Description (now, day-forward, etc.) from all defined sources in native or converted formats e.g. TIFF, PDF, etc a means for the users to rapidly import existing files, documents, and materials, as well as unstructured digital information, into the repository. Batch copy shall also be allowed to export the data and documents in native or converted formats to static media, e.g. DVDs. The authorised users can use customisable workflows to manage the review of documents while optimising productivity. Depending on the environment it is applied to, the repository supports either a manual or automated workflow. Under the manual workflow, users can view the document and decide who to send it to. Alternatively, a rules-based workflow can allow an administrator to create a rule that dictates the flow of the document to the designated reviewer(s). The repository shall allow the tagging of documents and the capturing of notes tied to each document and the notes shall be fully searchable. Automatic Distribution The repository supports rapid information-sharing and further increases efficiency by dynamically bursting new or updated files to a pre-specified group of users. For documents to be distributed electronically in a regulatory environment for ediscovery, the authorised user can duplicate the original master copy from the repository and import it into the Collection and Preservation modules. The repository supports the preservation of the original master copy of the document. In addition, the repository also enables preservation of source metadata (e.g. original media file date modified metadata) and to be kept distinct from ediscovery system metadata. Security The repository enables multiple levels of security and prohibits unauthorised access. The access to both files and system functions are granted based on each user s position within the organisation, and their involvement in the information management process. Access should be segregated from each law firm. However, the law firm can choose to grant access to client organisations or to other law firms to access the documents in the shared repository. All history of access, creations, updates and deletions will be logged in the activity log, capturing the date, time and username. Participants are to ensure there are sufficient hardware, Page 10 of 21

12 Desired Outcomes and Features Description software, infrastructure, tools, processes and security management services to preserve the integrity of data deposited into the repository, prevent occurrence of security related lapses such as occurrence of malware, unauthorised intrusions, unauthorised data alteration and extraction. ediscovery Module Collaborate through Cloud-based Delivery Model Document Review The cloud-based delivery model allows law firms and corporations to bring ediscovery processes in-house while empowering the necessary collaboration with authorised users outside the physical office via web-based delivery. It shall be Web 2.0 compatible and shall support the standard web browsers. Authorised users can collaborate via industry-standard security infrastructure that provides a robust and scalable multi-layer security platform. Encryption and firewalls are deployed at all network access points. Law firms can control the process, data and access to the module without incurring the costs, risks and time delays inherent in the following: a. on-premise software deployments; b. involvement of the law firm s IT department to modify the corporate network and security standards, to allow other counsel and service providers to access onpremise ediscovery software. Administrators shall be provided with an audit log report to monitor all authorised user activity. The report should include all necessary information for monitoring, whilst maintaining the requisite levels of confidentiality. Access control lists (ACLs) and security identifiers (SIDs) are preserved, proving file ownership as tracked by the file system. The ediscovery Module allows searches to be done across all case documents with a single inquiry. It supports search functions that permit the use of multiple search filters e.g. any customised fields. It supports searches of source metadata and saving of past searches so as to permit repeats of searches. Search terms and concepts can be modified progressively during active review by the user. The ediscovery Module has the ability to generate, export and edit (including deletion and addition) document lists in standard editable formats (e.g. Word), including the requirement that the extracted documents list be autoformatted to conform to a House Style which matches the Page 11 of 21

13 Desired Outcomes and Features Tools for Reviewing Documents Enhance Visibility through Process and Data Analytics Tools for Production of Documents Description court-approved font and formatting (as per Practice Directions). In addition, large volumes of documents and s can be identified quickly using extensive search capabilities, such as concept, Boolean, concept, fuzzy, proximity and phonetic searches in a single interface. Predictive coding technology may be proposed. On digitised documents, the ediscovery Module supports searches of OCR text by drawing in potential OCR errors with correction ability. The ediscovery Module enables organisation and classification of the data (or tags ), based on factual and/or legal issues, responsiveness, privilege, confidentiality, etc. It allows documents to be culled and bulk-tagged, and supports reviewing versions of documents (including image, native or html) without any conversions. Filtering of document by Author, Date or any other metadata field can be done easily to cull or pre-tag documents. Supports review of documents in any language using Unicode character sets; and supports text translation on-thefly. The text translations are displayed side-by-side with original documents for a more efficient review. Visual and graphical highlighting and redaction of extracts in documents in multiple colours are available during review, and be verifiable prior to production. Reviewers can redact specific text, pages, or areas within a document. De-duplication to reduce the information to be reviewed. The process analytics and dashboard provide a real-time, business intelligence view into review rates, quality rates, law firm or user, case timelines and comparative metrics across matters. The dashboard offers authorised users critical business intelligence and metrics about their cases. In addition, the process analytics and dashboard enables authorised users visibility on cases using data analytics, with graphical analysis and linkages. With data analytics, the authorised users can use tools to expedite and streamline the review process. It allows the authorised users to gain a more complete understanding of case data in less time. Document sets can be exported in native format and PDF. Enables delivery of electronically stored information for use in other systems (such as litigation support systems or repositories). Data can be exported in XML, PST, native format and others, and transferred to various media sources (CD, DVD, tape, hard drive, portable storage device, paper, Page 12 of 21

14 Desired Outcomes and Features Description and others). Online exchange of data and documents between the law firms shall be preferred, according to the access granted, provided that both law firms are on the same platform. Supports production or export of electronic hearing bundles. Ease of Administration The administration module allows administrators to configure a litigation process template, assign user roles, privileges and security parameters. This process can then be repeated with every new matter, reducing administrative overheads and errors and delivering user auditability. This automated approach enables ediscovery to be managed as a collaborative, multi-case, multi-party and reproducible process rather than a reactive, one-off event. The administration of authorised users is simplified. The designation of authorised users as reviewers and the assignment of documents to the selected users can be done easily using the administration module. The assigned documents automatically appear as links on reviewers' home pages, simplifying their work and reducing time spent on reviewing documents. 6.4 Deployment The primary objective of the Deployment plan is to secure the target number of law firms for each phase as highlighted in paragraph 4.4. The Participants shall clearly state in their proposals the basic and optional services in the Deployment Plan, including the assumptions, constraints, and considerations for each of the components in these services. Areas Project Timeline Description Participants shall provide an overall schedule of activities for pilot and mass deployment, including a timeline for system activation, awareness, training, engagement, capability development, and ongoing services and system support plans. The pilot deployment shall be completed within 3 months after the 3 month-set up period upon the signing of the agreement with SAL. Participants would be required to conduct a post pilot deployment review and submit the findings and/or recommendations to SAL within 1 month after the completion of pilot deployment. The mass deployment shall commence within 3 months after the completion of pilot deployment. Page 13 of 21

15 Areas Engagement Plan Process Transformation Capability Development Description Participants shall conceptualise a plan to articulate how it intends to achieve the target number of law firms within the stated timelines highlighted in paragraph 4.4 and taking into consideration the requirements shown on this Deployment table. Participants shall provide a breakdown of the planned acquisition rates by quarters, clearly articulating how the acquisitions will be achieved. There is a need to ensure law firms will be proficient with the use of ediscovery tools and incorporation of the ediscovery services into their practice. It is envisaged that this will require regular training courses/seminars etc. The curriculum shall include coverage of basic concepts and advanced topics. It is preferable that hands-on training be offered, and augmented with dissemination of best practices on the use of ediscovery tools. The training proposal should address the following areas: frequency (the number of times an activity is carried out for the duration of the project); reach (the ability to engage a targeted segment of the legal community); and efficacy (the ability to raise either the level of awareness, or knowledge of the technology and/or project) for the duration of the programme. Law firms may require professional services on how to set up their electronic document filing structure and how to get started in implementing the services. Workflows may need to be revised to accommodate the input and management of documents on an on-going basis. Participants are encouraged to develop a general cookie-cutter workflow as a basis for law firms to adapt. It is envisaged that deep and wide usage of ediscovery services by law firms can only be achieved through sustained and continuous engagement. As such, engagement plans should contain an element of long-term capability development to transform the practices of the law firm. Participants are encouraged to explore and propose best possible means to foster capability development such as: annual seminars with subject matter experts; supplementary training programmes in the form of dissemination of Best Practices; discussion forums jointly organised with SAL; or social-media based engagement programmes or on-line discussion forums. Page 14 of 21

16 Areas Centralised Services Support Description A centralised service desk shall be maintained by Participants from the start of the pilot phase for law firms. The provision of the service desk shall be made available to law firms for a minimum period of 12 months. The service desk shall be accessible by various means such as telephone, , fax and web-based channels. Participants shall state the operating hours of the service desk and the resolution period for issues reported. For instance, Participants may state that the service desk shall at least be available during office hours, and be staffed to ensure that at least 90% of the reported issues are resolved within 3 working days and 100% resolved within 10 working days. Service Bureau Future expansion It is envisaged that law firms will require extensive support services during the transformation from a manual, in-house process to an automated, outsourced electronic process. Participants are encouraged to identify possible gaps in required services between SaaS and the needs of law firms, such as document digitisation, document production, first cut review and analysis, etc. Participants are encouraged to submit proposals for service bureaux to fill the gap in service availability for law firms and litigants-in-person not subscribed to the SaaS, with the following details: The number of service bureaux to be set up; The scope of services and facilities available at each service bureau; The types of basic and optional on-site support that can be provided either at the service bureau or at the law firms; Sustainability plan for such services; and Implementation details such as the projected date for availability of services, service hours and staffing levels. It is envisaged that there will be a need to enhance the SaaS functional and system capabilities to meet future needs, which will contribute to the development of the law firms as centres of excellence. Participants are encouraged to identify and propose new features and functionalities which will enhance the effectiveness of law firms as centres of excellence. Participants are encouraged to articulate how these new functionalities and capabilities can be incorporated. Page 15 of 21

17 6.5 Supporting Structure The Participants shall describe and articulate their plan and approach to create the supporting structure to ensure the success of the programme in the areas listed in the table below. Areas Governance Financial Sustainability Description Participants shall propose a governance structure to ensure the success of the programme. This structure may be depicted in the form of an organisation chart, and Participants shall ensure key positions are manned by qualified personnel. Participants are to note the need to nominate suitable personnel to fill positions identified in the ediscovery Steering and Working Committees. Participants are encouraged to employ a performance dashboard with defined Key Performance Indicators (KPI) to clearly articulate the state of the participant s programme. Possible KPIs include: Subscription and revenue targets; Compliance with the Service Level Agreements (SLAs); Establishment of Business Continuity Plan (BCP); Occurrence of security lapses; Conduct security reviews; Updates to software and application of functional and security patches, Regular review of operational issues with an objective of improving services; Indicators from Customer Satisfaction Surveys; and Successful completion of training sessions. Participants should note the need for audit requirements, which may include : Engaging independent auditors to conduct yearly audits to ensure that there are proper controls and compliance (particularly on the data security aspects) and the cost of the audit shall be borne by the Participants; and SAL may conduct surprise spot-checks for the purpose of such audits. Participants are encouraged to review the profiles of law firms located in Annex B, and develop an appropriate pricing model that will aid in meeting the programme s projected target number of law firms in each phase. Participants are strongly encouraged to feature fixed-base Page 16 of 21

18 Areas Description and variable components (i.e. pay-for-use) in the pricing model, with a tiered structure for volume-based pricing models. It is envisaged that the base subscription should come with bundled basic services, and scalable items (such as use of advanced features or storage space for documents) would be based on the pay-for-use model. Participants are strongly encouraged to feature differentiation for the pilot, mass deployment and steady state phases. The intent is to ensure that the minimum target can be met for each of the phases. Participants can explore various approaches for the differentiation, e.g. differential pricing, provision of value added service or a combination of both. Participants are encouraged to include regular financial sustainability reviews within their deployment plans, so as to ensure quick response to changing demands or to encourage adoption. Where feasible, participants should consider paperless billing as a means of reducing operating costs and administrative overheads to subscribers. Participants are encouraged to construct and demonstrate how their business model will be viable and sustainable over the period of the contract. Cashflow, expenditure and subscription volume should be projected by quarters. Risk Management Participants are encouraged to identify potential risks to the success of this programme, and draw up a risk management plan to mitigate the identified risks. Possible risks include: Inability to meet projected timelines; Inability to meet targeted number of law firms at each phase; Loss of key project personnel; Compromise of data integrity and confidentiality; or Inability to meet projected demand. 7 Selection Process 7.1 Presentations Participants may be required to make a presentation of their proposals at their own cost and expense, and to respond to the queries by the Evaluation Committee. Page 17 of 21

19 7.1.2 The presentation shall clearly articulate how the proposed approach and solutions are able to address the requirements stated in Section 6 above, and participants are encouraged to limit the presentation to 4 or less hours. 7.2 System Demonstration Only short-listed Participants shall be required to conduct a system demonstration at their own cost and expense on their proposed ediscovery platform to demonstrate the capabilities and functionalities of their platform Short-listed Participants may also be required to provide the Evaluation Committee and selected law firms free access and usage of the proposed ediscovery platform for a maximum period of 3 months for the purpose of evaluation. 7.3 Evaluation Criteria The overall objective of this programme is to select a competent consortium to develop and operate a ediscovery SaaS to enable productivity gains in Singapore law firms, and establish Singapore as a centre of excellence for litigation and arbitration Selection of the proposal for award shall be based on the following criteria: (a) (b) (c) (d) Ability of proposed SaaS to bring about productivity gains in law firms; Ability to position proposed SaaS as the preferred platform for litigation-related practice; Contribution towards developing Singapore as the centre of excellence for litigation and arbitration; and Ability of programme to be self-sustaining during contract period. Page 18 of 21

20 Figure 6 Evaluation Criteria 8 Schedule 8.1 Timeline of Events Scheduled Timeline Event 25 June 2012 Release of CFC Documents 3 July 2012 CFC Public Briefing 1 October 2012 CFC Submission Deadline End January 2013 CFC Evaluation Report Signoff End February 2013 Contract Signing between SAL and Selected Companies or Consortia Early September 2013 Platform and Service Ready for Pilot Rollout 8.2 CFC Public Briefing The CFC public briefing will be conducted on 3 July All interested companies are invited to attend the briefing to find out more details about the CFC Parties interested in attending the CFC public briefing are to register by to [email protected] by 29 June For registration by , please include the following information: Page 19 of 21

21 Subject Title ediscovery CFC Public Briefing Body Attendee s 1. Name 2. Designation 3. Department 4. Organisation 5. Telephone Number 6. address Details of the CFC public briefing will be made known to registered parties via . 9 Submissions 9.1 Format of Submissions Submissions shall be made using the proposal template that can be downloaded from SAL website: Submissions shall include minimally the following information: (a) (b) (c) (c) (d) Business plan, covering the business model, pricing model, deployment and capability development plans, during the pilot and mass deployment phases; Proposed project structure and CVs of the key personnel involved, clearly specifying the roles and responsibilities of each of the personnel. The proposal shall state the composition of the project team, such as the number of Project Managers and Consultants or equivalent with relevant experience working in the private and public sectors.; Detailed explanation of the proposed plan and approach to offer ediscovery platform on the cloud as Software-as-a-Service, capability building, infrastructure implementation and deployment of the solution to the law firms during the pilot and deployment phases; Project implementation plan, including the implementation milestones; and Functional capabilities of proposed ediscovery SaaS All assumptions used shall be stated clearly in the proposal. 9.2 Place and Time of Submission One hardcopy and one softcopy (in a CD-ROM or DVD-ROM) of the proposal shall reach SAL no later than 1 st October 2012 at 1700hrs. All proposals must be clearly marked as E-DISCOVERY CALL FOR COLLABORATION, and addressed to: Page 20 of 21

22 Singapore Academy of Law 1 Supreme Court Lane Level 6 Singapore SAL reserves the right not to accept or consider late submissions for evaluation. 10 Contact Details 10.1 Enquiries regarding this CFC should be addressed to any of the following officers: Name Tay Bee Lian Senior Director, SAL Justin Ang Deputy Director, SAL Leong Woon Loong Director CISD, Supreme Court Patrick Ng Assistant Director CISD, Supreme Court [email protected] [email protected] [email protected] [email protected] 10.2 No further enquiries regarding this CFC will be entertained within the last 5 working days of the closing date. Page 21 of 21

23 Annexes

24 ediscovery SaaS Call for Collaboration ANNEX A IMPORTANT NOTICES Participants submitting proposals in response to the ediscovery Call for Collaboration are deemed to have read and understood the following provisions: 1. Interpretation 1.1 The following words and expressions shall have the meanings hereby assigned to them except where the context otherwise requires: Call for Collaboration or CFC shall mean the invitation issued by SAL on X1 February 2012 for companies or Consortia to submit proposals to collaborate with SAL in the development and deployment of an ediscovery solution for the law firms in Singapore. Consortium means an unincorporated joint venture formed through the medium of partnership for the purpose of responding to the Call for Collaboration. IP shall mean intellectual property, including but not limited to patents, copyright, industrial design and integrated circuit topography. Proposal shall mean any and all documents and information submitted by the Participant in response to the Call for Collaboration. 1.2 SAL shall mean the Singapore Academy of Law, an organisation that focuses on supporting the growth and development of the legal industry, building up the intellectual capital of the legal profession by enhancing legal knowledge, and improving the efficiency of legal practice through legal technology, with its principal office at 1 Supreme Court Lane, Level 6, Singapore Words importing the singular shall also include the plural and vice versa where the context requires. 2. Disclaimers 2.1 This Call for Collaboration (CFC) is merely an invitation to treat and is not intended to create or impose any binding legal obligations whatsoever on SAL, whether express or implied and whether contractual or otherwise Nothing in this CFC shall constitute a contract between SAL and any Participant. Any Participant selected pursuant to this CFC for participation in the project shall be required to enter into a legally binding agreement with SAL and with the subscribing law firm, the terms and conditions of which shall be agreed between the parties at a later date. All submissions of proposals, clarifications, discussions and presentations relating to this CFC are made entirely at the risk of the Participant. SAL does not make any representation or warranty, whether express or implied, or accept any liability for the completeness, relevancy, accuracy and/or adequacy of the information provided by SAL in relation to this CFC. SAL does not make any representation of fact or promise to the future in respect of any project contemplated by SAL relating to this CFC. 1

25 ediscovery SaaS Call for Collaboration SAL accepts no liability or obligation in relation to any proposal submitted pursuant to this CFC and/or any subsequent clarifications, discussions or presentations thereon, whether requested by SAL or otherwise. The Participant shall bear all costs and expenses associated with the preparation and submission of its proposal, and any subsequent clarifications, discussions or presentations thereon. SAL will, under no circumstances, be responsible for reimbursing any costs incurred by the Participant during the process, regardless of the conduct or outcome of the evaluation and selection process. SAL shall have the absolute discretion to accept or reject any proposal, whether in whole or in part, without giving any reason whatsoever. The receipt by SAL of any proposal pursuant to this CFC shall under no circumstances impose any form of obligation or amount to an acceptance of or an agreement to abide by any terms or conditions stated therein or elsewhere on the part of SAL. SAL shall have the absolute discretion, at any time, to terminate this CFC or to change the nature, scope, procedures or timelines for the CFC, including the proposal selection process and criteria. Under no circumstance shall SAL incur any liability in respect of such termination or changes. SAL shall not owe any liability to any party for any loss or damage whatsoever (including loss of profit, savings, business contracts, or revenues, and all other forms of actual, direct, special, incidental, or consequential loss or damage) arising from or related to any response to this CFC, including but not limited to the submission of proposals. Ownership of Documents and Intellectual Property All proposals and other documents or materials submitted to SAL pursuant to this CFC shall become the property of SAL. Notwithstanding the foregoing and without prejudice to any subsequent agreement with SAL to the contrary, any IP contained in any proposal and/or such other document submitted to SAL shall not be transferred to SAL. For the avoidance of doubt, all IP in any documents issued by SAL pursuant to this CFC shall remain vested in SAL. 4. Confidentiality of Information 4.1 SAL may require any party receiving confidential information from SAL in relation to or arising from this CFC to sign a written non-disclosure agreement setting out such party s confidentiality obligations in relation to such confidential information. 4.2 SAL accepts no liability or obligation in relation to any confidential information disclosed to SAL by a Participant pursuant to this CFC unless otherwise agreed by SAL in a written non-disclosure agreement setting out SAL s confidentiality obligations in relation to such confidential information. 2

26 ediscovery SaaS Call for Collaboration ANNEX B PROFILE OF INDUSTRY * Above figures extracted from EFS System 2010 : 115,806 cases (a total of 781,434 documents or 6,009,460 pages) were filed through EFS to both Courts from law firms involved in litigation. 3

27 ediscovery SaaS Call for Collaboration 4

28 ediscovery SaaS Call for Collaboration 5

29 ediscovery SaaS Call for Collaboration ANNEX C - SUPREME COURT PRACTICE DIRECTIONS AMENDMENT NO 1 OF 2012 Part IVA: DISCOVERY AND INSPECTION OF ELECTRONICALLY STORED DOCUMENTS 43A. Introduction (1) This Part provides a framework for proportionate and economical discovery, inspection and supply of electronic copies of electronically stored documents. This Part or any portion thereof applies (a) by mutual agreement of all the parties in the cause or matter or (b) when the Court so orders, either on its own motion or on application by a party. A party that seeks to rely on this Part must cite the relevant paragraph(s) in any request or application made hereunder. (1A) Parties should consider the application of this Part or any portion thereof in the following cases: (a) where the claim or the counterclaim exceeds $ 1 million; (b) where d discoverable by a party exceeds 2,000 pages in aggregate; or (c) where documents discoverable in the case or matter comprise substantially of electronic mail and/or electronic documents. (1B ) For the avoidance of doubt, this Part applies to pre-action discovery, discovery between parties in a pending cause or matter, and third-party discovery. Location of electronically stored documents (2) Electronically stored documents may reside in storage management systems, folders or directories in storage locations, electronic media or recording devices, including folders or directories where temporarily deleted files are located (for example, the Recycle Bin folder or Trash folder). Electronically stored documents or parts thereof may also reside in the unallocated file space or file slack on an electronic medium or recording device as deleted files or file fragments which may be recovered through the use of computer forensic tools or techniques. Meaning of metadata information (3) Metadata information refers to the non-visible and not readily apparent information embedded in or associated with electronically stored documents and may include both application metadata, which is created by the application software used to create the electronic documents, and system metadata, which is created by the operating or storage system. Examples of application metadata include hidden columns or text, formatting and display codes, formulae, prior edits and editorial comments; examples of system metadata include data relating to creation, modification and access of the electronic document, its size, file format and storage location, and other document profile information like title, author, subject and keywords or tags. Metadata information may be stored internally within the electronically stored document or externally in a separate file or database. Externally stored metadata information shall be discoverable as separate documents. Meaning of not reasonably accessible documents 6

30 (4) Electronically stored documents which are not reasonably accessible include: (a) deleted files or file fragments containing information which may be recovered only through the use of computer forensic tools or techniques; and (b) documents archived using backup software and stored off-line on backup tapes or other storage media. Meaning of forensic inspection (5) A forensic inspection of an electronic medium or recording device means a reasonable search of the electronic medium or recording device for the purpose of recovering deleted electronic documents, which may extend to a forensic examination of the unallocated file space or file slack of the electronic medium or recording device using computer forensic tools and/or techniques. 43B. Electronic discovery plans during general discovery (1) Within two weeks after the close of pleadings, parties are encouraged to collaborate in good faith and agree on issues relating to the discovery and inspection of electronically stored documents. Such issues may include the scope and/or any limits on documents to be given in discovery, whether parties are prepared to make voluntary disclosures, whether specific documents or class of documents ought to be specifically preserved, search terms to be used in reasonable searches, whether preliminary searches and/or data sampling are to be conducted and the giving of discovery in stages according to an agreed schedule, as well as the format and manner in which copies of discoverable documents shall be supplied. Parties are encouraged to have regard to the list of issues at Appendix E Part 1 (Check list of issues for good faith collaboration) in their discussions. Parties should exchange their checklists prior to commencing good faith discussions. (2) An electronic discovery plan may take the form set forth in Appendix E Part 1. Parties may include the agreed electronic discovery plan in the summons for directions. The Court shall consider the adequacy of the agreed electronic discovery plan and may make such order or give such direction as it thinks fit, for the just, expeditious and economical disposal of the cause or matter. The agreed electronic discovery plan, as amended by such order or direction of the Court as the case may be, shall form part of the order under the summons for directions to be extracted for the action. (3) If parties are unable to agree on an electronic discovery plan, the party seeking discovery of electronically stored documents under this Part may make an application to court. The application must include a draft electronic discovery plan and must be supported by affidavit providing an account of the attempts made by parties to collaborate in good faith to agree on an electronic discovery plan. 43C. Discovery of metadata information 7

31 (1) Internally stored metadata information shall be discoverable as part of the electronically stored document in which it is embedded. Externally stored metadata information shall be discoverable separately from the electronically stored documents or class of electronically stored documents that it is associated with. Unless a request for discovery specifies that discovery of externally stored metadata information of the requested electronically stored documents is required, the party providing discovery shall not be required to discover externally stored metadata information. (2) An application for discovery of externally stored metadata information of any electronically stored document or class of electronically stored documents must be supported by an affidavit showing that a request for such externally stored metadata information had been made previously. 43D. Reasonable searches for electronically stored documents (1) A class of electronically stored documents may be described by specifying or describing a search term or phrase to be used in a search for electronically stored documents which shall be reasonable in scope ( reasonable search ). A request for the giving of discovery by describing a class of electronically stored documents with reference to search terms or phrases must specify or describe limits on the scope of the search; such limits shall include at least the following: (a) specifying or describing custodians and repositories, eg physical or logical storage locations, media or devices; and (b) specifying the period during which the requested electronically stored documents were created, received or modified. (2) Subject to paragraph 43E (Proportionality and economy), requests for reasonable searches shall not extend to electronically stored documents which are not reasonably accessible unless the conditions in this paragraph are met. A party requesting a reasonable search for electronically stored documents which are not reasonably accessible must demonstrate that the relevance and materiality of the electronically stored documents justify the cost and burden of retrieving and producing them. (3) The obligations of a party responding to a request for reasonable search for electronically stored documents is fulfilled upon that party carrying out the search to the extent stated in the request and disclosing any electronically stored documents located as a result of that search. The party giving discovery shall not be required to review the search results for relevance. Applications to Court (4) An application for discovery of any electronically stored document or class of electronically stored documents which specifies or describes a search term or phrase to be used in a reasonable search for electronically stored documents must specify or describe limits on the scope of the search to be conducted. (5) An application for discovery of any electronically stored document or class of electronically stored documents which specifies or describes a search term or phrase to be used in a reasonable search for electronically stored documents which are not reasonably accessible must: 8

32 (a) specify or describe limits on the scope of the search to be conducted; and (b) be supported by an affidavit demonstrating that the relevance and materiality of the electronically stored documents sought to be discovered justify the cost and burden of retrieving and producing them. Review for the purpose of asserting privilege (7) Nothing in this paragraph shall prevent the party giving discovery from reviewing the discoverable electronically stored documents or the results of any reasonable search for the purpose of identifying privileged documents. However, such review for the purpose of identifying privileged documents shall not extend to the intentional deletion, removal or alteration of metadata information. Review for the purpose of asserting privilege must, unless otherwise agreed by parties or ordered by the Court, be concluded within fourteen (14) days after the search results are made available to the party giving discovery. 43E. Proportionality and economy (1) Order 24, Rules 7 and 13 of the Rules of Court states that an order for discovery and production of documents for inspection shall not be made unless such order is necessary either for disposing fairly of the cause or matter or for saving costs. The matters to which regard shall be had, in determining whether an application under this Part is proportionate and economical, shall include: (a) the number of electronic documents involved; (b) the nature of the case and complexity of the issues; (c) the value of the claim and the financial position of each party; (d) the ease and expense of retrieval of any particular electronically stored document or class of electronically stored documents, including (i) the accessibility, location and likelihood of locating any relevant documents, (ii) the costs of recovering and giving discovery and inspection, including the supply of copies, of any relevant documents, (iii) the likelihood that any relevant documents will be materially altered in the course of recovery, or the giving of discovery or inspection; and (e) the availability of electronically stored documents or class of electronically stored documents sought from other sources; and (f) the relevance and materiality of any particular electronically stored document or class of electronically stored documents which are likely to be located to the issues in dispute. 9

33 43F. Form of list (1) The following matters shall be included in any list of documents made pursuant to the giving of discovery in accordance with this Part in which electronic documents are enumerated: (a) the name of the electronic file constituting or containing the electronic document; and (b) the file format of the electronic document. (2) An electronic copy of an electronically stored document which reflects that document accurately, or which has been manifestly or consistently acted on, relied upon or used as an accurate copy of that electronic document may be identified in the list of documents as an original. (3) Where the party giving discovery objects to the production of certain discoverable electronically stored documents solely on the ground that the internally stored metadata information is protected by privilege, he must state in the list of documents whether he objects to the production of the electronic documents without the internally stored metadata information. If he does not object to the production of the electronic documents without the internally stored metadata information, he must enumerate the electronic documents in Part 1 of Schedule 1 to the list of documents. In any event, he must enumerate such documents in a separate section in Part 2 of Schedule 1 to the list of documents and shall state that he objects to the production of the whole or part of the internally stored metadata information of these documents. (4) Reasonable efforts shall be made to remove duplicated documents from the list of documents. A document shall be considered a duplicate of another if the contents of both (including metadata information) are identical. The use of a hashing function to identify duplicates shall be deemed to be reasonable effort. (5) If copies of electronic documents are supplied in one or more read-only optical disc(s) or other storage medium, the party giving discovery shall provide a further list, at the time when such copies are supplied, stating the following: (a) the storage format of the optical disc or storage medium; and (b) if there are multiple optical discs or storage media, a list of electronic documents stored on each optical disc or storage medium. (6) An index of documents enumerated in a list of documents referred to in sub-paragraph (1) or (4) above shall be provided in an electronic, text searchable and structured format. In the absence of parties' agreement, this index or load file shall be provided in a delimited text file in the Comma Separated Value (or 'CSV') file format. 43G. Inspection of electronically stored documents (1) A party required to produce electronically stored documents for inspection under Order 24 of the Rules of Court shall provide reasonable means and assistance for the party entitled to inspection to inspect the electronically stored documents in their native format. 10

34 (2) Where the inspecting party wishes to take copies of electronically stored documents produced for inspection, his request to take copies shall comply with the procedures set forth in paragraph 43I(3) (6) (Supply of copies of electronically stored documents). Inspection of computer databases (3) An inspection protocol shall be adopted by parties for inspections of computer databases, in order to ensure that the party entitled to inspection has access only to records therein that are necessary, and is not allowed to trawl through the entire computer database. (4) An application for inspection of a computer database shall include an inspection protocol. On the hearing of an application for an order for the inspection of a computer database, the Court shall have the power to review the adequacy of the inspection protocol and may make such order or give such direction as it thinks fit for the just, expeditious and economical disposal of the cause or matter. (5) Nothing in this paragraph shall prevent the party producing computer databases for inspection from reviewing the discoverable records or the results of any reasonable search for the purpose of identifying privileged records before such records are produced for inspection. However, such review for the purpose of identifying privileged documents shall not extend to the intentional deletion, removal or alteration of metadata information. Review for the purpose of asserting privilege must, unless otherwise ordered by the Court, be concluded within fourteen (14) days after the search results are made available to the party producing the electronic media or recording device. 43H. Forensic inspection of electronic media or recording devices (1) No request or application for the forensic inspection of any electronic medium or recording device shall be made unless discovery of that electronic medium or recording device has been given. A request or application for the discovery of an electronic medium or recording device may be made together with a request or application for forensic inspection of that electronic medium or recording device. (2) A request or application for the forensic inspection of electronic media or recording devices shall include an inspection protocol, which may take the form found in Appendix E Part 3 (Protocol for forensic inspection of electronic media or recording devices), in order to ensure that the party entitled to inspection has access only to electronic documents that are necessary, and is not allowed to trawl through the entire electronic media or recording device. (3) On the hearing of an application for an order for the forensic inspection of electronic media or recording devices, the Court shall have the power to review the adequacy of an inspection protocol and may make such order or give such direction as it thinks fit, for the just, expeditious and economical disposal of the cause or matter. (4) Nothing in this paragraph shall prevent the party producing electronic media or recording devices for forensic inspection from reviewing the discoverable electronically stored documents or the 11

35 results of any reasonable search for the purpose of identifying privileged documents. However, such review for the purpose of identifying privileged documents shall not extend to the intentional deletion, removal or alteration of metadata information. Review for the purpose of asserting privilege must, unless otherwise ordered by the Court, be concluded within fourteen (14) days after the search results are made available to the party producing the electronic media or recording device. 43I. Supply of copies of electronically stored documents (1) Copies of discoverable electronically stored documents shall generally be supplied in the native format in which the requested electronic documents are ordinarily maintained and in one or more read-only optical disc(s). (2) Metadata information internally stored in the native format of discoverable electronically stored documents shall not be intentionally deleted, removed or altered without the agreement of the parties or an order of Court. Where the party giving discovery objects to the production for inspection of certain discoverable electronically stored documents solely on the ground that the internally stored metadata information is protected by privilege, but does not object to the production of the electronic documents without the internally stored metadata information, copies of such documents may be supplied in a reasonably usable format with all or such of the metadata information over which privilege is claimed removed. Requests for the supply of copies (3) A request for copies of discoverable electronically stored documents may specify the format and manner in which such copies are to be supplied, If the party giving discovery does not agree with the specified format or manner or both, he may either: (a) propose a reasonably usable format and/or storage medium and/or a reasonable manner in which he intends to supply copies of the requested electronic documents; or (b) in default of agreement, supply copies of the requested electronic documents in accordance with sub-paragraph (1). (4) The party giving discovery shall not be required to supply copies of electronically stored documents in more than one format. (5) The file formats set forth in Appendix E Part 4 (Reasonably usable formats) shall be deemed to be reasonably usable formats for the purpose of this paragraph. Applications for the supply of copies (6) Applications for the supply of copies of discoverable electronically stored documents shall specify the format and manner in which copies of such electronic documents are to be supplied. 43J. Discovery by the supply of copies in lieu of inspection 12

36 (1) Where the use of technology in the management of documents and conduct of the proceeding will facilitate the just, expeditious and economical disposal of the cause or matter, the Court may order, on its own motion or on application by a party, that discovery be given by the supply of electronic copies of discoverable electronically stored documents in lieu of inspection. (2) An order for discovery made under this paragraph may take the following form: (a) Discovery of electronic mail and electronically stored documents which are in the parties possession, power or custody be given by providing electronic copies in native format or one of the reasonably usable formats set forth in the Supreme Court Practice Directions, Appendix E Part 4 (Reasonably usable formats); (b) Electronic mail in Microsoft Outlook or Lotus Notes be provided in Personal Storage Table (PST) or Notes Storage Format (NSF), as the case may be, with all attachments intact, and that the electronic mail from each custodian be supplied in a single PST or NSF file; (c) Electronic copies of discoverable electronically stored documents be supplied using one or more read-only optical disc(s), unless parties agree to an alternative storage medium (eg, removable flash storage or hard disks) or manner (eg, online folders or directories); (d) Discoverable electronically stored documents are to be organised into meaningful categories and copies of all electronically stored documents in each category are to be stored in a separate folder or directory in the optical disc or storage medium, and further, for sub-categories to be organised as sub-folders or -directories; (d) Enumeration of electronically stored documents in the list of documents is to be dispensed with, but a meaningful description is to be provided for each category or subcategory in the list of documents instead; (e) All documents in the parties possession, power or custody that are in printed or paper form are to be digitised and processed using Optical Character Recognition (OCR) software programs to render the digitised documents searchable, and further, electronic copies are to be supplied in Portable Document Format (PDF) or in any other reasonably usable format (as parties may agree) in accordance with the terms of this Order; (f) Parties are to exchange electronic copies of discoverable documents together with a list of documents in accordance with paragraph 43F (Form of list)of Part IVA of the Supreme Court Practice Directions, as modified by this Order, within fourteen days of this Order; (g) Inspection be deferred and that Order 24, Rule 10 applies to the list of documents and as though it was a pleading or an affidavit; and (h) The time for objections under Order 27 be ordered to run from the date of exchange of electronic copies in paragraph (f) herein or the date of inspection, if any, whichever is the later. (3) For the avoidance of doubt, nothing in this paragraph requires parties to agree to adopt an electronic discovery plan or conduct reasonable searches for electronically stored documents under 13

37 this Part. An order may be made under this paragraph in proceedings where parties have identified discoverable documents pursuant to the procedure set out in Order 24 of the Rules of Court. 43K. Restriction on use of privileged document, inspection of which has been inadvertently allowed (1) Order 24, Rule 19 of the Rules of Court applies to the giving of discovery or inspection of electronically stored documents, including the supply of copies, as it would to the giving of discovery or inspection of any other document. 43L. Costs (1) Save for orders made in respect of third party or pre-action discovery, the costs of complying with an order for discovery or inspection of electronically stored documents shall generally be borne by the party giving discovery; and disbursements incurred in providing copies shall be reimbursed by the party requesting for copies. (2) The Court may invoke its inherent powers under Order 92, Rules 4 and 5 of the Rules of Court to order the party entitled to discovery to bear the whole or part of the costs of compliance with an order for discovery or inspection of electronically stored documents, if such order is necessary to prevent injustice or to prevent an abuse of the process of the Court. 14

38 APPENDIX E PART 1 CHECK LIST OF ISSUES FOR GOOD FAITH COLLABORATION Where electronic discovery and inspection is contemplated, parties should discuss and consider, with a view to agreeing to as much as possible, the aspects relating to electronic discovery and inspection, including the following: 1. Scope of reasonable search (a) Who are the custodians of documents that have to be discovered? Typically, the custodians will eventually be called as witnesses in the trial. The key witnesses are also likely to be the custodians of key documents. (b) The physical locations where the documents and any reasonable searches will be conducted. Identify the computing equipment, communication and storage devices, etc for each custodian. Examples include personal and notebook computers, tablets, mobile phones, removable storage devices like flash drives and external hard disks, external storage media like optical discs, cloud-based storage, etc. Parties should be aware that there may be centralised online or networked storage locations which may be accessible by the custodians. Consider the amount of printed documents that will be disclosed during discovery. Discuss whether printed documents should be digitised, and if so, whether the digitised electronic copies should be subjected to text-conversion using Optical Character Recognition (OCR) software to facilitate searching. Documents with typewritten text will undergo OCR conversion with a higher degree of accuracy than documents containing handwritten text and drawings. (c) (d) The precise date range of requested documents, including the period during which the requested documents were created, modified, and/or sent received, if necessary. The specific categories of documents sought to be disclosed. For example, electronic mail, instant messages, Short Message Text messages, web-based electronic mail, etc. (e) The use of agreed search terms and/or phrases. Discuss the keywords to be used with reference to the issues in dispute and pleadings. Try to avoid common words which will result in many hits. It is useful to consider the following categories of search terms and/or phrases: (i) (ii) names, nick names and addresses of key witnesses or custodians; search terms and/or phrases derived from the names of projects or products; 15

39 (iii) search terms and/or phrases derived from significant events, eg date or location of a key meeting or discussion, Be familiar with the search engine that will be used and explore the use of search operators (eg proximity searches). 2. Use of software tools to facilitate searches and to save costs (a) The use of search engines and the preparation of the search engine. If each party is using a different search engine, to agree on steps to minimise discrepancies in search results. For example, preparation of a fresh index of the search engine. Documents which are image files (these include image-based PDF files) and which have not undergone text conversion using OCR software will not be searchable. Similarly, electronic documents which are password protected or encrypted may not be indexed by the search engine and hence may not be searchable. Parties should also be aware of the foreign language capabilities of the search engine that will be used and be familiar with the amount of electronic documents which are in different languages. (b) (c) The use of de-duplicating software, and/or the methods used to identify duplicate documents. The format(s) of documents which parties accept for the purposes of the discovery. Document review software platforms are able to produce a set of discoverable documents in PDF or TIFF documents or, increasingly, in native format. Production in native format is preferred. If production is in PDF or TIFF formats, the original electronic documents in native format should remain available for inspection, if necessary. (c) Review of search results Where search terms are used, the search results are deemed to be relevant and discoverable subject to review for the purpose of identifying privileged documents. Parties should not expend additional time, effort and resources to review search results for relevance. 3. Privilege review and redaction of privileged material (a) The methods to be used to identify privileged documents and other non-discoverable documents. Search terms may be considered to identify potentially privileged documents for the privilege review. For example, the addresses of solicitors, the law firm s file reference number, without prejudice, legal privilege, legal advice privilege, litigation privilege, etc. (b) The methods used to redact documents, where required. 16

40 Where legible parts of documents are to be redacted, the redacted document can be provided in PDF or TIFF format. Where internal metadata is to be redacted, the redacted documents can be provided as a new version (without the metadata) in native format or in PDF or TIFF format. 4. Preliminary searches, data sampling or discovery in stages (a) Conducting preliminary searches on the agreed repositories using the agreed search terms and limits. Preliminary searches are conducted after parties have agreed on the repositories and also the limits (eg time periods). The agreed search terms are used to run a search in order to identify whether there are some search terms that will lead to little or no hits and whether there are those search terms that will lead to too many hits. This does not entail either party viewing the contents of documents in the search results (at least not the full contents, perhaps highlights of documents if the search engine supports this function). This in intended to assist parties in discarding search terms with little or no hits and to refine the search parameters and/or operators for search terms that turn up too many hits. (b) The use of data sampling methods to test the suggested search terms. Data sampling requires that parties agree to a sample of documents, which is ideally representative of the documents which will eventually be given during discovery. A sample may be, for example, selected electronic mail and softcopy folders of a key custodian. A reasonable search is conducted and the documents in the search results reviewed. This is intended to assist parties arrive at a useful set of search terms for the actual reasonable search. Safeguards to preserve privilege will have to be agreed by parties. As this method is resource intensive, parties should agree to limit the number of times data sampling is used to test the efficacy of search terms. (c) The use of a staged approach in the discovery of electronic documents, if appropriate. In staged discovery, parties agree to discover documents from the repositories of key custodians or witnesses initially. After reviewing the documents, they may then agree to proceed to discovery of other custodians or witnesses, or they may agree that the initial stage is sufficient for general discovery and proceed with specific or further discovery. Staged discovery is useful if there are a few key custodians who have the majority of the relevant and material documents in the repositories under their possession, power or control. 5. Inspection and provision of copies (a) The place of inspection of the documents. For inspection of electronic document which require proprietary or obsolete computing equipment (including software programs), the place for inspection may be the client organisation s premises where the electronic documents are accessible. (b) The manner of inspection of the documents. 17

41 Inspection may be carried out by an operator who will retrieve each document that is to be inspected, and display it on the display panel. He will then manipulate the document on the screen at the request of the party entitled to inspection. Parties may also need to consider a protocol that will allow the solicitors for the party giving discovery to prevent disclosure of privileged information (including metadata), where relevant. (c) The supply of copies of documents, if any, and the format and manner in which the copies will be supplied. Apart from optical discs, parties may discuss supply of copies on removable hard disks, flash drives, online storage folders, etc. 6. Production of non-reasonably accessible documents and metadata (a) (b) (d) Whether production of deleted documents which are recoverable only with forensic techniques is necessary and proportionate. Whether production of data archived using backup software and stored off-line on backup tapes or other storage media is proportionate and economical. Whether metadata is stored externally, and if so, whether production of externally stored metadata is necessary. 7. Appointment of computer experts for inspection and/or forensic examination (a) (b) (c) The appointment of a joint computer expert for the acquisition of the Original Acquired Image where there is to be forensic inspection of electronic medium or recording devices. Whether the joint computer expert will also be appointed to carry out the reasonable search on the electronic medium or recording device, or parties will appoint their own computer expert to carry out the reasonable search. The costs of and incidental to the conduct of the search, including the costs of appointment of any joint experts. 18

42 APPENDIX E PART 2 AGREED ELECTRONIC DISCOVERY PLAN 1. Scope of electronic discovery (a) General discovery of the following class or classes of electronically stored documents shall be given: [eg for each custodian, the repositories to be identified as well as the classes of electronically stored documents electronic mail, correspondence, letters, etc.] (b) (c) (d) The party giving discovery shall take reasonable steps to decrypt encrypted files or encrypted storage locations, media or devices in order to identify discoverable electronically stored documents. This may include taking reasonable steps to obtain the decryption code and/or using reasonable technical means to perform decryption of the encrypted files or encrypted storage locations, media or devices. For the avoidance of doubt, electronically stored documents residing in folders or directories in storage locations, media or devices, including folders or directories where temporarily deleted files are located (for example the Recycle Bin folder or Trash folder) are within the scope of general discovery. Electronically stored documents that are (i) not reasonably accessible, for example deleted files or file fragments containing information which are recoverable through the use of computer forensic tools or techniques during a forensic inspection of the unallocated file space or file slack, (ii) files and folders which are not known to the party giving discovery to be hidden in the file system, and (iii) documents archived using backup software and stored off-line on backup tapes or other storage media are not within the scope of general discovery. Reasonable search. The search terms or phrases specified in the first column will be used in the conduct of a reasonable search for relevant electronically stored documents. The reasonable search will be limited by the scope described in the second column. Search term or phrase [Specify the keyword(s).] Scope [Describe the scope of the search by reference to custodian and repository, eg physical or logical storage locations, media or devices, the period during which the requested electronically stored document was created, modified or received, etc.] (e) Preliminary search. A preliminary search of the repositories identified in subparagraph (d) above is to be conducted forthwith. Such preliminary search is limited to providing information relating to the number of hits and/or the number of documents containing the keywords. Parties shall review the search results within two (2) days of being provided with the same; and within a further five (5) days, parties shall meet to discuss whether the keywords and/or the repositories identified in sub-paragraph (d) above need to be revised. Parties agree to abandon any keywords with no hits and to review any keywords with hits exceeding [insert a 19

43 figure, eg 10,000] for the purpose of constraining the keywords. Unless mutually agreed, no new keywords may be introduced following the performance of the preliminary search. (f) (g) Data sampling. Parties agree to perform a reasonable search of the following repositories in sub-paragraph (d) above: [insert a sample of the custodians and repositories by referencing the table in sub-paragraph (d)]. Parties shall review the search results within seven (7) days of being provided with the same; and within a further seven (7) days, parties shall meet to discuss whether the keywords and/or the repositories identified in sub-paragraph (d) above need to be revised. Data sampling in accordance with the terms of this sub-paragraph shall be performed no more than twice. No review for relevance. Subject to paragraph 3 (Review for privileged material) below, each party s obligation to conduct a reasonable search is fulfilled upon that party carrying out the search to the extent agreed in this plan; the party giving discovery shall not be required to review the search results for relevance. 2. Format of list The list of documents shall categorise and list electronically stored documents separately from documents in printed or other form. The list of documents enumerating electronically stored documents shall include the following columns: [contents of table for illustration] Description of electronically stored document Contract for sale and purchase of 123 Blackacre Heights Singapore Excel spreadsheet showing rental income and outgoings on 123 Blackacre Heights Singapore s from Christopher Tan s account [email protected] in relation to 123 Blackacre Heights Singapore for the period 1 January 2010 to 31 December File name & location //Contract Documents/Contract_Sale_P urchase_123_blackacre_heig hts.doc //Income Documents/Rental_Outgoing s_tabulation.xls //Correspondence/Thomas Liew.pst File format Adobe Acrobat Microsoft Office Excel 2007 Microsoft Outlook PST An index of documents enumerated in the list of documents shall be provided in an electronic spreadsheet in the [eg Excel 2007 Binary (.xls), Comma Separated Value (.csv), etc] file format. 20

44 3. Review for privileged material Nothing in this plan shall prevent the party giving discovery from reviewing the documents in any list provided hereunder for the purpose of claiming privilege. If the party giving discovery claims privilege over any document or record, he shall list the electronic documents or class of electronic documents over which privilege is claimed in the list of documents. 4. Inspection and copies (a) (b) Arrangements for inspection. The place for inspection of discoverable electronic documents should be stated separately if it is different from the place for inspection of other discoverable documents. If the party entitled to inspect intends to inspect through or with the assistance of its appointed computer expert, such computer expert shall provide an undertaking of confidentiality to the party giving inspection before he commences his inspection. Supply of copies. During inspection, copies shall not be taken. If copies are required, a request should be made. Electronic copies of discoverable documents will be supplied in their native format and in read-only optical discs upon request. Electronic copies of discoverable documents where privilege is claimed only with respect to their internally stored metadata information will be supplied in the Tagged Image File Format (or TIFF) with privileged metadata information removed. For each of the read-only optical discs supplied, a further list stating the storage format version of the optical disc and enumerating the list of electronic documents stored therein shall be provided. 5. Forensic inspection of electronic media or recording devices Parties agree that the protocol for forensic inspection of electronic media or recording devices (Appendix E Part 3) shall apply for the inspection of the following: [List the electronic media or recording devices] 6. Inadvertent disclosure of privileged documents Notwithstanding compliance with the procedures in this plan, nothing in this plan is intended to be or shall be taken to amount to a waiver of privilege. 7. Discovery and production only if necessary For the avoidance of doubt, nothing in this plan shall compel any party to give discovery of any document or produce any document for inspection which is not otherwise discoverable under Order 24, Rules 7 or 13 of the Rules of Court (Cap 322, R5) [(where the party giving discovery is a bank) or disclose customer information in a manner contrary to its banking secrecy obligations]. 21

45 APPENDIX E PART 3 PROTOCOL FOR FORENSIC INSPECTION OF ELECTRONIC MEDIA OR RECORDING DEVICES 1. Appointment of computer experts (a) (b) (c) Joint appointment. The party producing the electronic media or recording device for inspection ( the Producing Party ) and the party entitled to inspection of the electronic media or recording device thus produced ( the Inspecting Party ), may jointly appoint a computer expert ( the Joint Expert ) for the purpose of making a forensic copy of such electronic media or recording device ( the Original Acquired Image ). The Joint Expert s role shall be restricted to the acquisition of the Original Acquired Image and the performance of a reasonable search on a copy of the Original Acquired Image in accordance with the terms of this protocol. Before the Joint Expert commences his appointment, he shall provide, and shall procure that each of his employees, representatives, agents or sub-contractors involved in the engagement provides, an undertaking of confidentiality to the Court and to all parties concerned in the inspection. Costs and expenses of Joint Expert. All costs and expenses relating to the appointment of the Joint Expert under this protocol shall initially be borne equally between the Producing Party and the Inspecting Party. Nothing in this protocol is intended to or shall be taken to prevent any party to the cause or matter from seeking the recovery of such costs and expenses in accordance with the Rules of Court (Cap 322, R5). Individual appointments. Nothing in this protocol shall prevent the Producing Party, the Inspecting Party and any other party concerned in the inspection, from appointing his own computer expert. 2. Acquisition of the Original Acquired Image (a) Where Joint Expert appointed. The Joint Expert shall acquire the Original Acquired Image under the supervision of all parties concerned in the inspection, their representatives or computer experts. Sufficient copies of the Original Acquired Image shall be made as necessary in order that the Producing Party and each of the Inspecting Party may be supplied with an electronic copy of the Original Acquired Image. The Joint Expert shall provide sufficient information with the copy of the Original Acquired Image to enable each party s computer expert to access the copy supplied. The Original Acquired Image shall be sealed and delivered to the custody of the Producing Party, who shall enumerate it in a list of documents to be filed under Order 24 of the Rules of Court (Cap 322, R5). (b) Where Joint Expert not appointed. The Producing Party s computer expert shall be responsible for acquiring the Original Acquired Image under the supervision of all parties concerned in the inspection, their representatives or computer experts. 22

46 Sufficient copies of the Original Acquired Image shall be made as necessary for the purposes of inspection and reasonable search to be provided under this protocol. The Original Acquired Image shall be sealed and delivered to the custody of the Producing Party, who shall enumerate it in a list of documents to be filed under Order 24 of the Rules of Court (Cap 322, R5). (c) Original Acquired Image to be produced when ordered by Court. The party to whose custody the sealed Original Acquired Image has been delivered shall not tamper with or break the seal, and shall produce the Original Acquired Image to the Court or such other person(s) as the Court may direct. 3. Safeguards for reasonable search This paragraph applies in situations where a reasonable search is conducted on the contents of a copy of the Original Acquired Image. Where Joint Expert appointed (a) Conduct of reasonable search. The Inspecting Party shall specify or describe the search terms or phrases to be used in a reasonable search to be conducted on the contents of a copy of the Original Acquired Image to the Producing Party and the Joint Expert. If the Producing Party does not object to the search terms or phrases so specified or described, he shall communicate his consent to the Joint Expert and the Inspecting Party. The Joint Expert shall make arrangements for the conduct of the reasonable search on a copy of the Original Acquired Image under the supervision of all parties concerned in the inspection, their representatives or computer experts. If the Producing Party objects to any or all of the search terms or phrases so specified or described, he shall forthwith inform the Joint Expert. The parties shall resolve such objections before any further steps are taken for the conduct of the reasonable search. The Joint Expert shall not take any further steps for the conduct of the reasonable search until: (i) (ii) he is informed by the Producing Party of his consent to the original search terms or phrases; or the Inspecting Party specifies or describes a new set of search terms or phrases and to which the Producing Party provides his consent in accordance with this sub-paragraph. A copy of the documents or records that are the results of the reasonable search ( the Search Results ) shall be made and released to the Producing Party. (b) Review for privileged material. The Producing Party shall be at liberty to review the Search Results for the purpose of claiming privilege. If the Producing Party claims privilege over any document or record from the Search Results, he shall list the electronic documents or records over which privilege is claimed. 23

47 (c) Release for inspection. Thereafter, the Joint Expert shall remove copies of any documents or records over which privilege is claimed from the Search Results ( the Redacted Search Results ). The Joint Expert may maintain a separate privilege log which records the documents or records which are thus removed and the reasons given for doing so. For the avoidance of doubt, the privilege log shall not be included in the Joint Expert s report but the Joint Expert shall produce the privilege log to the Court if so directed by the Court. The Redacted Search Results shall be released to the Inspecting Party for inspection together with the list of electronic documents or records over which privilege is claimed. Where Joint Expert not appointed (a) Conduct of reasonable search. The Inspecting Party shall specify or describe the search terms or phrases to be used in a reasonable search to be conducted on the contents of a copy of the Original Acquired Image to the Producing Party. If the Producing Party objects to any or all of the search terms or phrases so specified or described, parties shall resolve such objections before any further steps are taken for the conduct of the reasonable search. Upon resolution of any objections or if the Producing Party consents to the specified or described search terms or phrases, he shall make arrangements for his computer expert to conduct the requested reasonable search on a copy of the Original Acquired Image under the supervision of all parties concerned in the inspection, their representatives or computer experts. (b) (c) Review for privileged material. The Producing Party shall be at liberty to review the Search Results for the purpose of claiming privilege. If the Producing Party claims privilege over any document or record from the Search Results, he shall list the electronic documents or records over which privilege is claimed. Release for inspection. Thereafter, the Producing Party shall remove copies of any documents or records over which privilege is claimed from the Search Results. The Redacted Search Results shall be released to the Inspecting Party for inspection together with the list of electronic documents or records over which privilege is claimed. 4. Safeguards for forensic examination This paragraph applies to the forensic examination of a copy of the Original Acquired Image for the purpose of identifying electronically stored documents thereon or for the recovery of deleted files or file fragments from unallocated file space or file slack using computer forensic tools or techniques. A Joint Expert shall be appointed for the purpose of such forensic examination. (a) Conduct of forensic examination. The Inspecting Party shall specify or describe the search terms or phrases to be used in the forensic examination to be conducted on the contents of a copy of the Original Acquired Image to the Joint Expert. The Joint Expert shall not at any time disclose to the Producing Party the search terms or 24

48 phrases specified or described by the Inspecting Party and shall not include the search terms or phrases in his report. The Joint Expert shall make arrangements for the conduct of the forensic examination on a copy of the Original Acquired Image. Neither the Inspecting Party nor the Producing Party, or any of their solicitors, computer experts, employees, representatives or agents shall be present during the conduct of the forensic examination. A copy of the documents or records that are the results of the reasonable search ( the Search Results ) shall be made and released to the Producing Party. The Producing Party is not entitled to a copy, and shall not request the Joint Expert for a copy, of the search terms or phrases specified or described by the Inspecting Party. (b) (c) Review for privileged material. The Joint Expert and the Producing Party shall jointly review the Search Results for the purpose of permitting the Producing Party to identify electronically stored documents, deleted files or file fragments over which he claims privilege. If the Producing Party claims privilege over any electronically stored documents, deleted files or file fragments from the Search Results, he shall identify them to the Joint Expert. The Producing Party shall list the electronic documents, deleted files or file fragments over which privilege is claimed. Release for inspection. Thereafter, the Joint Expert shall remove copies of any electronic documents, deleted files or file fragments over which privilege is claimed from the Search Results ( the Redacted Search Results ). The Joint Expert may maintain a separate privilege log which records the electronic documents, deleted files or file fragments which are thus removed and the reasons provided for the request. For the avoidance of doubt, the privilege log shall not be included in the Joint Expert s report but the Joint Expert shall produce the privilege log to the Court if so directed by the Court. The Redacted Search Results shall be released to the Inspecting Party for inspection together with the Producing Party s list of electronic documents, deleted files or file fragments over which privilege is claimed. 5. Inadvertent disclosure of privileged documents Notwithstanding compliance with the procedures in this protocol, nothing in this protocol is intended to be or shall be taken to amount to a waiver of privilege. 6. Discovery and production only if necessary For the avoidance of doubt, nothing in this protocol shall compel any party to give discovery of any document or produce any document for inspection which is not otherwise discoverable under Order 24, Rules 7 or 13 of the Rules of Court (Cap 322, R5) [(where the party giving discovery is a bank) or disclose customer information in a manner contrary to its banking secrecy obligations]. 25

49 APPENDIX E PART 4 REASONABLY USABLE FORMATS File Format Version Office documents Hypertext Markup Language HTML 4.01 or ISO/IEC 15445:2000 Extensible Hypertext Markup Language XHTML 2.0 Rich Text Format (RTF) RTF Plaintext Format ASCII or Unicode Portable Document Format (PDF) PDF 1.7 or ISO :2008 Microsoft Office file formats Word Binary File Format (.doc) Specification PowerPoint Binary File Format (.ppt) Specification Excel Binary File Format (.xls) Specification Excel 2007 Binary File Format (.xlsb) Specification Office Drawing Binary Format Specification Electronic Mail Multipurpose Internet Mail Extension (MIME).eml.msg Personal Storage Table (PST) Notes Storage Format (NSF) RFC 5322 Mozilla Thunderbird, Windows Mail and Microsoft Outlook Express messages Microsoft Office Outlook messages Microsoft Outlook Lotus Notes Images Joint Photographic Experts Group (JPEG) ISO/IEC JPEG 2000 ISO/IEC :2000 Portable Network Graphics (PNG) ISO/IEC 15948:2004 Tagged Image File Format TIFF Portable Document Format (PDF) PDF 1.7 or ISO :2008 Audio 26

50 MPEG-1 Audio Layer 3 (MP3) ISO/IEC Advanced Audio Coding (AAC) ISO/IEC :2005 Video Moving Picture Experts Group (MPEG-1) ISO/IEC H.264 ITU-T H.264 MPEG-4 Part 10 or MPEG-4 AVC (Advanced Video Coding) ISO/IEC Multimedia container formats Audio Video Interleave AVI QuickTime MOV MPEG-4 Part 14 ISO/IEC :

51 ediscovery SaaS Call for Collaboration ANNEX D RELATIONSHIP AMONGST THE KEY STAKEHOLDERS 28

52 ANNEX E SAMPLE OF SAL MANAGEMENT OVERSIGHT AND PARTICIPATION AGREEMENT SAMPLE MANAGEMENT OVERSIGHT AND PARTICIPATION AGREEMENT THIS AGREEMENT IS MADE the day of 2012 BETWEEN: (1) SINGAPORE ACADEMY OF LAW (UEN No.[xxx]), a body corporate established under the Singapore Academy of Law Act and having its office at 1 Supreme Court Lane, Level 6, Singapore (the Academy ); And (2) [SP_Name] (UEN No.[xxx]), a company incorporated in Singapore and having its registered office at [SP_Address] (the Service Provider ; each a Party and collectively, the Parties ). WHEREAS:- I The Academy is an organisation that focuses on supporting the growth and development of the legal industry, building up the intellectual capital of the legal profession by enhancing legal knowledge, and improving the efficiency of legal practice through legal technology. II The Academy owns and operates LawNet, an online platform that provides, inter alia, legal research and electronic litigation tools for the legal profession. III The Service Provider is well versed in providing an integrated, secured and multitenanted online platform utilising cloud computing technology suitable for the management of electronic documentary and other evidence and comprises of tools and processes for law practices to conduct electronic discovery and inspection. IV The Service Provider has been selected by the Academy (based on its Proposal) to provide the E-Discovery Application and the Auxiliary Services pursuant to a Call for Collaboration (as defined below) for the development and deployment of an ediscovery solution for law practices in Singapore. V The Service Provider desires to provide its online technology platform for electronic evidence management and electronic discovery as a module of LawNet upon the terms and conditions contained herein. NOW THEREFORE and in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree with each other as follows:- 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set forth opposite such expressions: 29

53 SAMPLE Auxiliary Services : Call for Collaboration : Commencement Date : Confidential Information : E-Discovery Application : Force Majeure Event : Intellectual Property Rights : all training, business process review, bureau and other services required to support the E-Discovery Application (including services provided to the Academy to enable the Academy to fulfill its obligation herein) and the Subscribers using of the E- Discovery Application and more particularly described in Part [x] of the Proposal the call for collaboration by the Academy dated 8 June 2012 for the development and deployment of an ediscovery solution for law practices in Singapore [date], or such other date as the Academy may specify in writing proprietary material or information belonging either, to a Party or to any third party to which that Party owes a duty to maintain confidentiality ( Owner ), directly or indirectly placed into the possession of the other Party ( Recipient ) which material or information is not generally available to or used by others (except other persons whom Owner has granted licenses) or the utility or value of which is not generally known or recognised as standard practice, whether or not the underlying details are in the public domain, and includes, without limitation, all business information, computer software and computer technology, whether patentable or not, which is acquired by or on behalf of Recipient from time to time and which, owing to the relationship between Owner and Recipient, may become known to Recipient an integrated, secured and multi-tenanted online platform utilising cloud computing technology which provides the tools required for electronic evidence management and for electronic discovery and more particularly described in Part [x] of the Proposal any event affecting performance of this Agreement arising from or attributable to acts, events, omission or accidents which are not reasonably foreseeable by, and which are beyond the reasonable control of, a Party including without limitation any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action (other than strikes, lock outs or other industrial actions involving only the employees of the affected Party), terrorist action, civil commotion and any legislation, regulation, ruling or omissions of any relevant government, court or any competent national or international authority any and all copyrights, registered design rights, trade marks, trade names, insignia, service marks, semi-conductor topography rights, know how, database rights, patents and all other legal and beneficial intellectual and industrial property rights (whether registered or not) throughout the world no matter by what name or expression such rights may be known as in any particular country in the world and all applications for the 30

54 SAMPLE same Internationally Accepted Standard : LawNet Fee : Proposal : In respect of the E-Discovery Application and Auxiliary Services, the standard of performance expected of a skilled international service provider of e-discovery Software as a Service and includes using reasonable skill, diligence and prudence in the conduct of the relevant task, and in all other respects of the Agreement, the standard of performance expected of a skilled provider of equivalent services, including the use of reasonable skill, diligence and prudence in the conduct of the relevant task the fee (as set out in rule 14 and paragraph 1 of the Third Schedule of the Singapore Academy of Law Rules) payable to the Academy by the Service Provider calculated at 5% of the total fees or charges received by the Service Provider for the provision of the E-Discovery Application, the Auxiliary Services and the Value Added Services any and all documents and information submitted by the Service Provider in response to the Call for Collaboration and includes any clarification, modification and addition subsequently submitted by them, which shall form part of the terms and conditions of this Agreement, a copy of which is set out in Annexure A Quarter : a period of three calendar months commencing on 1 January, 1 April, 1 July and 1 October in each year of the Term Required Service Level: Subscriber : Subscription Agreement : Subscription Fee : Term : in respect of any service in any period means the standard of performance referred to in Part [x] of the Proposal in the provision of that service in the period in question a law practice (whether a corporate or unincorporated entity) in Singapore that has entered into the Subscription Agreement with the Service Provider to use the E-Discovery Application, the Auxiliary Services and the Value Added Services the agreement in the form set out in Annexure B the fees payable by a Subscriber to the Service Provider the total of the following phases: (a) the Set-Up Phase of three (3) months commencing from the Commencement Date; (b) the Pilot Phase of three (3) months commencing after the end of the Set-Up Phase; (c) the Mass Deployment Phase of two (2) years commencing [xx] weeks after the end of the Pilot Phase; and (d) any extensions or renewals thereafter pursuant to Clause 3.2 which shall be known as the Steady State Phase 31

55 SAMPLE Value Added Services : such services that the Service Provider may provide the Subscribers that is not the E-Discovery Application and the Auxiliary Services 1.2 Interpretation The headings in this Agreement are inserted for convenience of reference only and shall not be taken, read and construed as essential parts of this Agreement. All references to Schedules and Clauses shall be references to the schedules and annexures to and clauses of this Agreement. All references to provisions of statutes include such provisions as modified, re-certified or re-enacted. Words applicable to natural persons include any body of persons, company, corporation, firm or partnership corporate or incorporate and vice versa. Words importing the masculine gender shall include the feminine and neuter genders and vice versa. Words importing the singular number shall include the plural number and vice versa. Where two or more persons or parties are included or comprised in any expression, agreements, covenants, terms, stipulations and undertakings expressed to be made by or on the part of such persons or parties shall, unless otherwise provided herein, be deemed to be made by and be binding upon such persons or parties jointly and severally. All references to a natural person shall include such person's heirs, personal representatives, successors-in-title and permitted assigns. All references to a company shall include such company's successors-in-title and permitted assigns. All references to this Agreement shall include all amendments and modifications to this Agreement as shall from time to time be in force. 2. APPOINTMENT AND FEES 2.1 The Academy appoints the Service Provider as a LawNet service provider, upon the terms and conditions herein, to: develop, enhance and/or adapt (at the Service Provider s own costs) an online E-Discovery Application to suit circumstances in Singapore such that law practices in Singapore can use the E-Discovery Application in the manner set out in Part [x] of Proposal; develop and maintain (at the Service Provider s own costs) integration of the online E-Discovery Application with the Academy s LawNet online platform and to provide the E-Discovery Application as a module of LawNet; provide the E-Discovery Application for use by Subscribers in Singapore in the manner set out in Part [x] of Proposal; provide the Auxiliary Services for use by Subscribers in Singapore in the manner set out in Part [x] of Proposal; and periodically enhance the E-Discovery Application and/or the Auxiliary Services as set out in Part [x] of the Proposal. 2.2 In addition, the Service Provider may provide to Subscribers, on such terms as may be agreed to with the Subscribers, the Value Added Services. 2.3 The Academy shall have oversight of all services that the Service Provider provides to the Subscribers. 32

56 SAMPLE 2.4 As a LawNet service provider and for the Pilot, Mass Deployment and Steady State Phases, the Service Provider shall: within [x] days of the end of each [month/quarter], provide to the Academy with a statement containing the following information in relation to sales made in Singapore: (a) each invoice issued to a Subscriber in the relevant [month/quarter] in respect of a subscription to use the E-Discovery Application identifying: (i) (ii) (iii) (iv) (v) (vi) the particulars of the Subscriber; the invoice number uniquely identifying the invoice; the date on which the invoice was issued; the amount of the invoice; the subscription period covered by the invoice; the services consumed by the Subscriber; (b) (c) any refunds/deductions made by the Service Provider to a Subscriber and the reasons for such refunds/deductions; and the LawNet Fees and Service Level Deductions payable to the Academy in respect of the relevant [month/quarter] pay the LawNet Fees in respect of each [month/quarter] to the Academy within [x] days after the end of the [month/quarter] pay the LawNet Fees (at the Service Provider s cost) by cheque or electronic transfer to such bank account as the Academy shall notify to the Service Provider from time to time pay the LawNet Fees in full without any set off, deduction or other withholding whatsoever. 2.5 The Academy shall (in addition to, and not in substitution for any of its other rights and remedies under this Agreement, at law or under statute) be entitled to charge interest on sums which have not been paid to it by the due date at [x% per year], and such interest shall be payable from the due date until the date payment is received (whether before or after judgment). 3. TERM AND TIME SCHEDULES 3.1 This Agreement shall come into effect from the Commencement Date and shall continue for the Term and any extensions thereof, unless earlier terminated pursuant to Clause Provided that the Service Provider shall not be in breach of any provision in this Agreement, the Academy may at the written request of the Service Provider made not less than six (6) months before the expiration of the initial Term extend this Agreement for a further period of two (2) years upon similar terms and conditions as 33

57 SAMPLE are contained in this Agreement (or such variations or modifications thereof as may be imposed by the Academy) and with the exception of this extension Clause. 3.3 Except for the Steady State Phase, the Parties may agree in writing to change the length of each phase of the Term. 4. SERVICE PROVIDER S WARRANTIES 4.1 The Service Provider hereby represents to the Academy that, as at the date hereof, the warranties set forth below are true and accurate in all respects: all statements and information contained in the Proposal are true and accurate; the Service Provider understands the document and evidence management requirements of litigation and cross border dispute resolution work in law firms, and has all the necessary skills, knowledge, experience and expertise to provide the E-Discovery Application and the Auxiliary Services and to perform their obligations to an Internationally Acceptable Standard; the E-Discovery Application and the Auxiliary Services satisfy the requirements set out in the Call for Collaboration; the E-Discovery Application and the Auxiliary Services comply with all applicable statutory requirements, rules, regulations and guidelines; the Service Provider owns the Intellectual Property Rights in or has the licence or rights to use third party Intellectual Property Rights required for the E-Discovery Application and the Auxiliary Services and the use of such third party Intellectual Property Rights do not infringe or violate any Intellectual Property Rights of any other third party; the Service Provider shall put in place and maintain technical measures and procedures to warrant that Subscriber s data shall not be copied, moved, transferred or otherwise transmitted to any location outside the geographical limits of Singapore without the Subscriber s consent; and as at the date of this Agreement and throughout the Term it has and will continue to have the full right, title and authority to enter into this Agreement and to accept and perform the obligations imposed on it in this Agreement Each of the representations and warranties aforesaid is separate and independent and shall not be limited by reference to any other provision of this Agreement 4.3 The Service Provider represents and warrants to and undertakes with the Academy: that the representations and warranties aforesaid will be as true and correct in all respects throughout the Term; and the Service Provider will notify the Academy if at any time any event occurs which results or may result in any of the aforesaid representations and warranties becoming untrue or incorrect. 5. INTELLECTUAL PROPERTY RIGHTS 5.1 LawNet Logo & Name 34

58 SAMPLE The Service Provider acknowledges that the Academy owns all Intellectual Property Rights in the LawNet name and logo and the Service Provider undertakes not to do any act or thing which is inconsistent with or which is likely in any way to prejudice such title Any Intellectual Property Rights in the LawNet name and logo that are deemed to have accrued to the Service Provider by reason of any rights granted to it under this Agreement shall be deemed to be the absolute property of the Academy and the Service Provider shall, at the request of the Academy, do all such acts and things (including the execution of any documents) necessary to perfect the Academy s title to such rights. The Service Provider hereby irrevocably and unconditionally appoints the Academy to act as its attorney with power in the Service Provider s name to do all such things and execute all such documents and deeds, as may be required to give effect to the provisions of this Clause. 5.2 Third Party Claims The Service Provider shall indemnify and hold the Academy harmless against any and all claims based on allegation of infringement of the Intellectual Property Rights of any third party as a consequence of their use by the Service Provider In the event of such allegation by an thrid party of infringement of any such Intellectual Property Rights, or if in the opinion of the Service Provider such a claim is likely to be made in respect of the E-Discovery Application and/or the Auxiliary Services, the Service Provider shall at its own cost and expense obtain the right to continue use or arrange for a suitable replacement (without detracting from the requirements specified in this Agreement) so as to avoid the infringement. 6. E-DISCOVERY APPLICATION AND AUXILIARY SERVICES 6.1 The Service Provider shall (at their cost): take all steps to ensure that the entire (and not certain portion only) E- Discovery Application and the Auxiliary Services have been adapted to suit the circumstances in Singapore and be operational for use and access by Subscribers by the end of the Setup Phase; take all steps to ensure that the E-Discovery Application and the Auxiliary Services shall be properly maintained throughout the Term and any defects or bugs shall be promptly rectified; take all steps to ensure that the E-Discovery Application and the Auxiliary Services shall be accessible via the Academy s LawNet platform and shall continue to remain accessible for the Term; ensure that the E-Discovery Application and the Auxiliary Services throughout the Term meet with the requirements necessary for its Subscribers to apply for incentives (tax or otherwise) provided by various government agencies; advertise, market and promote the E-Discovery Application and the Auxiliary Services to potential subscribers using promotional materials that have been previously approved by the Academy; 35

59 SAMPLE publish, display and communicate to the public, and to copy, duplicate and reproduce for such purpose, the LawNet name and logo on the E-Discovery Application s website and any other promotional or publicity materials or documentation, as may be reasonably necessary to inform that the E- Discovery Application is a LawNet service; take all steps necessary to ensure that the target number of Subscribers for each Phase as set out in Part [xx] of the Proposal are achieved; and periodically, and no less frequently than annually, enhance the E-Discovery Application and the Auxiliary Services such that they continue to be of Internationally Accepted Standards and taking into consideration feedback obtained from its Subscribers. 6.2 During the Setup Phase, the Service Provider shall (at their cost): with the assistance of the Academy, arrange for potential users of the E- Discovery Application and Auxiliary Services to provide their requirements; and if necessary, adapt or modify their E-Discovery Application and Auxiliary Services to take into consideration such requirements. 6.3 Should the Service Provider fail to cause the entire E-Discovery Application and the Auxiliary Services to be operational for use and access by Subscribers by the end of the Setup Phase; the Academy may agree in writing to a reasonable extension having regard to the circumstances; the Academy shall be entitled, in addition to any other rights and remedies, to require the Service Provider to pay by way of liquidated damages a sum of S$[xxx] per day from the end of the Setup Phase (or any extensions therefrom) until the date the entire E-Discovery Application and the Auxiliary Services are operational up to a maximum of S$[xxx]; and/or the Academy may, by notice in writing, terminate the Agreement. 6.4 To ensure that the E-Discovery Application and the Auxiliary Services are properly operational: each Party shall appoint a representative ("Representative") who shall: (a) (b) be primarily responsible for directing and co-ordinating that Party's efforts in carrying out their respective obligations under this Agreement; and have direct access to each other at all reasonable times; meet at least one every Quarter to update each other, discuss and resolve any issues relating to the performance of its obligations under this Agreement; and the Subscription Fees tthat the Service Provider charges to its Subscribers shall not be changed without the written consent of both Parties. 36

60 SAMPLE 7. SERVICE PROVIDER S OTHER OBLIGATIONS 7.1 In providing the E-Discovery Application and the Auxiliary Services, the Service Provider shall: ensure that the Subscribers and the Academy will not be discriminated compared to other users of other similar services provided by the Service Provider with respect to the quality and scope of the services provided; ensure that technical measures and operational procedures in compliance with applicable Internationally Accepted Standards are adopted and maintained so as to ensure that the E-Discovery Application and shall be free from all computer viruses, spyware, worms, time-outs, time bombs, back doors, easter eggs, any harmful or malicious code intended to or which may damage, disrupt, inconvenience or permit unauthorised access to any software, hardware, networks, data or information and other contaminants including but not limited to any codes, agent, instructions or any other programs that may or will be used to access, modify, delete or damage any of the Subscribers data files, computer programs, computer systems or network; ensure that information and systems security measures and procedures in compliance with applicable Internationally Accepted Standards are adopted and maintained so as to ensure that the E-Discovery Application is secured against malicious attacks and internal fraud; ensure that the data of Subscribers are properly secured against malicious attacks and internal fraud in compliance with applicable Internationally Accepted Standards and that such data are stored and processed within the geographical limits of Singapore; ensure that the provisions set out in the Subscription Agreement with the Subscribers shall not be amended and no other agreement shall be entered into which has the effect of overriding or disapplying any of the provisions in the Subscription Agreement, without the prior written consent of the Academy; provide the Academy with a demo version of any service through which it proposes to provide the E-Discovery Application in order that the Academy can ensure that such service complies with the provisions of this Agreement before the Service Provider launches the same and shall thereafter provide the Academy with access free of charge to such service in order that the Academy can monitor the performance of the service throughout the Term use competent personnel with appropriate skills and experience in accordance with Internationally Accepted Standards and that such personnel shall perform their duties in a professional and workmanlike manner; ensure that the service levels to be attained and maintained shall be in accordance with the Required Service Levels; be responsible for all contact and dealings with Subscribers, in particular: (a) handle all queries relating to the E-Discovery Application and Auxilliary Services; and 37

61 SAMPLE (b) inform the Academy as soon as is practicable of any complaints regarding the E-Discovery Application and the Auxiliary Services and shall not, without the express prior approval of the Academy, admit liability or do anything which might be taken as an admission of liability in relation to any such complaints or take any actions to compromise, settle or otherwise prejudice any claims arising out of such complaints; organise at least two (2) feedback sessions per year with its Subscribers, invite the Academy to participate as an observer in such feedback sessions and provide the Academy with the reports from these feedback sessions; and not, whether personally or through its agents or representatives, do or procure others to do market, sell, distribute or provide access to another product or service similar to or in competition with the E-Discovery Application and the Auxiliary Services. 7.2 The Service Provider shall indemnify and hold the Academy harmless against any and all claims and damages (whether direct or consequential) by any third party which arises out of or in connection with the performance by the Service Provider of any of its obligations under this Agreement. 8. SERVICE LEVELS 8.1 For any month in which the Required Service Level is not met as required under Clause 7.1.8, in addition to such deductions that a Subscriber is entitled to under the Subscription Agreement, the Service Provider shall pay to the Academy a sum calculated at 0.1% of the total Subscription Fees payable by its Subscribers for every day that the Required Service Level is not met. subject to a maximum of 10% of the total Subscription Fees payable over a six-month period ( Service Level Deduction ). The Service Level Deduction shall be paid to the Academy at the same time and in the same manner the LawNet Fee is paid. 8.2 In adidtion to the Service Level Deduction, if the Required Service Level is consistently not met over two (2) consecutive Quarters, the Academy shall be entitled to terminate this Agreement pursuant to Clause ACADEMY S OBLIGATIONS 9.1 During the Term, the Academy shall: provide the Service Provider with reasonable assistance and information for the purposes of this Agreement, including the provision of a licence for the E- Discovery Application and Auxiliary Services to be accessible via the LawNet platform; ensure that all personnel assigned by the Academy to provide assistance to the Service Provider shall have the requisite skill, qualification and experience to perform the tasks assigned to them; promptly refer all Subscribers who wish to apply for use of the E-Discovery Application to the Service Provider; invite the Service Provider to participate as an observer in the feedback sessions that the Academy organises with lawyers and staff of Singapore law practices and, where relevant, provide the Service Provider with the reports from these feedback sessions; and 38

62 SAMPLE co-operate with the Service Provider (on a reasonable efforts basis) to improve the delivery of its services or any part thereof to its Subscribers 10. MAINTENANCE OF RECORDS AND AUDIT RIGHTS 10.1 The Service Provider shall maintain complete, accurate and up-to-date books of account in respect of subscriptions which the Service Provider has collected from Subscribers in Singapore and of all sums receivable and actually received in respect of the same. The Service Provider shall retain such records in Singapore during the Term and for a period of six years from the expiry or the prior termination of this Agreement All records and accounts maintained by the Service Provider shall be compiled in accordance with internationally accepted accounting standards consistently applied The Academy shall be entitled to appoint a firm of professional auditors duly registered and licensed to practise in Singapore to inspect the records of the Service Provider referred to in this Clause. The Service Provider shall make the originals of all such records available for inspection by the Academy s auditors during business hours on reasonable advance notice during the Term and for a period of six years thereafter. The costs of any such review shall be paid by the Service Provider The Service Provider agrees that the auditor may take copies of any documents or information provided to him or which he may have access to during the course of or arising from the audit Notwithstanding the foregoing, where the audit uncovers a non-compliance with the provisions of this Agreement, the auditor may provide to the Academy information directly related to such non-compliance. For example, where the auditor discovers that there are subscribers who are based outside Singapore using the E-Discovery Application, the auditor may provide information identifying such subscribers and the country in which they are located. 11. TERMINATION 11.1 Either Party may (without prejudice to its other rights) terminate this Agreement by written notice to the other if: the other Party commits a material breach of any of its obligations or undertakings under this Agreement, other than as a result of a Force Majeure Event and such breach (if capable of remedy) has not been remedied to the satisfaction of the other Party within thirty [x] days of a written request so to do; or the other Party has been unable to perform all or any of its material obligations under this Agreement as a result of a Force Majeure Event for more than [x] days The Academy may (without prejudice to its other rights) terminate this Agreement by written notice to the Service Provider if: warranties in Clause 4 are breached; there is any change in the substantial shareholders and/or directors of the Service Provider that has not be consented to in writing by the Academy; 39

63 SAMPLE the E-Discovery Application and the Auxiliary Services are not operational pursuant to Clause 6.3.3; the target number of Subscribers as required under Clause are not met; or the Required Service Level is consistently not met as set out in Clause CONSEQUENCES OF TERMINATION 12.1 Expiry or termination of this Agreement for any reason shall be without prejudice to any provision of this Agreement which is expressed to remain in full force and legal effect notwithstanding expiration or earlier termination of this Agreement Upon expiry or prior termination of this Agreement: the rights granted to the Service Provider pursuant to this Agreement shall forthwith terminate; all sums due and payable by the Service Provider to the Academy as at the date of termination or expiry of this Agreement shall be paid forthwith; the provisions of Clauses 1, 5, 10, 13, 14, 15, 16, 17 and 18 shall remain in full force and effect notwithstanding the expiry of the Term or earlier termination of this Agreement, howsoever arising; the Service Provider shall cease to hold itself out as being a LawNet service provider; the Service Provider shall cease to hold itself out as being associated with the Academy in the Call for Collaboration and all its associated benefits and grants; and each Party shall return all Confidential Information of the other Party to the other Party Upon 60 days before the termination of this Agreement or upon receipt of notice of termination in accordance with this Clause, Parties shall commence negotiations of transition and exit management services, which shall include but shall not be limited to ensuring the following: That the Subscriber s data are properly returned to Subscribers in the original form that was provided or in any other format that is reasonably usable by the Subscribers; Providing that a complete set of Subscriber s data to be properly secured and held in escrow by the Academy to enable future requests for return of data by Subscribers; and At the option of the Academy, to transfer the Subscriber s data and all information associated with the Subscriber s account to a service provider that will assume the provision of all or part of the E-Discovery Application and Auxilliary Services as a module of LawNet. 40

64 SAMPLE 13. FORCE MAJEURE 13.1 If either Party is totally or partially prevented from performing any of its obligations under this Agreement as a result of a Force Majeure Event, it shall promptly notify the other of the matters constituting the Force Majeure Event and provide the other with its best estimate of the likely extent and duration of the Force Majeure Event. The party prevented from performing its obligations under this Agreement by a Force Majeure Event shall be excused performance of such obligations from that date of such notice for so long as the Force Majeure Event shall continue provided that: such party shall, throughout the duration of the Force Majeure Event, take all reasonable steps to mitigate the effects of the Force Majeure Event; and upon cessation of the Force Majeure Event the party affected shall promptly notify the other of such cessation If performance by either Party of such Party's obligations under this Agreement is only partially affected, such Party shall at the other Party's sole option nevertheless remain liable for the performance of those obligations not affected by the Force Majeure Event. 14. MUTUAL CO-OPERATION/SECRECY 14.1 Compliance and duties of good faith Each Party shall do all acts and things within its power to procure the implementation of the provisions of this Agreement and co-operate, liaise and consult with each other on a regular basis. Each party shall appoint a primary contact for the day-to-day liaison in relation to this Agreement Assignment and Subcontracting The Service Provider shall not be entitled to assign, sub-license or otherwise deal with any of its rights or obligations hereunder without the written consent of the Academy Secrecy Unless otherwise required by law or by any rule or regulation, no Party shall disclose, publish or make available any information in respect of any projects or business or any matter in connection with this Agreement to any person without the prior written approval of the other Party Confidential Information All information and materials regarding the know-how, trade secrets, technical information and marketing information disclosed by a Party to the other Party shall be kept confidential and shall not be disclosed to any person other than to its officers, professional advisers and employees to whom the disclosure of such confidential information is required pursuant to this Agreement and that the undertaking of such persons to be bound by the terms in this Clause shall have been obtained No Agency 41

65 SAMPLE Nothing in this Agreement shall be construed or be deemed to constitute a partnership between the Parties or to empower a Party to bind, commit or pledge the credit of the other Party or to render a Party the agent of the other Party. 15. MISCELLANEOUS PROVISIONS 15.1 Entire Agreement This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussion (whether oral or written) of and between the Parties. Save as provided in this Agreement, no supplement, modification, waiver, qualification or termination of this Agreement shall be binding unless executed in writing by the Parties to be bound thereby Amendment This Agreement may be amended at any time by the written agreement of the Parties Delay or acquiescence No failure or delay on the part of any Party in exercising any power or right under this Agreement shall operate as a waiver of such power or right nor shall the knowledge or acquiescence by any Party hereto of or in a breach of any terms or conditions of this Agreement constitute a waiver of such terms or conditions Subsequent breaches not affected No waiver by any Party of a breach of any term or condition of this Agreement shall constitute a waiver of any subsequent breach of the same or any other term or condition of this Agreement Waivers to be in writing No waiver of any of the terms of this Agreement shall be valid unless in writing and signed by or on behalf of the Parties Severability Provided that if the invalidity or unenforceability shall not substantially nullify the underlying intent of this Agreement and provided that the invalid or enforceable provisions shall be severable, the invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of the other terms or provisions herein contained which shall remain in full force and effect. 16. LAW OF AGREEMENT 16.1 This Agreement shall be construed and take effect under the laws of Singapore Any dispute arising out of or in connection with this Agreement, 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 one arbitrator. The language of the arbitration shall be in English. 42

66 SAMPLE 16.3 Any dispute which cannot be resolved by aribtration shall be referred by the Parties to the courts of Singapore and the Parties agree to submit to the non-exclusive jurisdiction of such courts. 17. NOTICES 17.1 Modes of service All notices hereunder shall be in writing signed by the Party by whom it is served or by its solicitors and shall be sufficiently served on the Party to whom it is addressed if it is left at or sent by registered post, telex or telefax (and confirmed forthwith, in the case of a notice sent by telefax, by the delivery by hand or by registered post of a copy of the notice) to the address set forth above of the party to whom it is sent or to its registered office for the time being or to such address as one Party may from time to time notify to the other Party Time of service A notice sent: by telex or telefax (and confirmed by the delivery of a copy thereof by hand or by registered post) shall be deemed to have been served at the time when it is sent by telex or telefax provided in the case of a notice sent by telex, the sender received at the end of the transmission, the answer back code and telex number of the addressee of such notice; or by registered post shall be deemed to have been served on the 5th (Fifth) day occurring after the date on which it is posted. 18. COSTS 18.1 Each Party shall bear its own costs of and all disbursements of and incidental to the preparation and execution of this Agreement The Service Provider shall bear the Academy s costs and all disbursements of and incidental to the enforcement of any provision of this Agreement on an indemnity basis. 19. NON-ASSIGNABILITY No Party shall assign its rights hereunder or any interest herein without the prior written consent of the other Parties. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of this Agreement. 20. SUCCESSORS-IN-TITLE This Agreement is binding upon the respective successors-in-title and permitted assigns of the Parties. IN WITNESS WHEREOF the Parties have hereunto executed this Agreement the day and year first above written. 43

67 SAMPLE SIGNED BY, the duly authorised representative of the Singapore Academy of Law in the presence of:- ) ) SIGNED BY, the duly authorised representative of [Service_Provider] in the presence of:- ) ) ANNEXURE A (copy of Proposal) ANNEXURE B (copy of Subscription Agreement) 44