NOMINEE SERVICES INDEMNITY AGREEMENT

(This set of agreement consists of a total of 10 pages)

The undersigned (the Principal) hereby on ________________ requests [PEOPLE ABC]
(ND) to act as Nominee Directors in relation to the undermentioned company upon the
Standard Terms and Conditions stated herein:
ABC CO PTE. LTD. (UEN: 200916449N)
In providing such services, the duly appointed Nominees are requested to act upon the
instructions of the Principal or the Authorised Person whose names and specimen signatures
appear on page 10 herein (Annexure A). If more than one person is so named in either of the
abovementioned document then the duly appointed Nominee Directors may act on the
instructions of any one of them.
In consideration of ND agreeing to make such Nominee available, and in consideration of the
Nominees agreeing to accept such nomination, the Principal and/or the Authorised Person agrees
to be bound by the Standard Terms and Conditions, as set out herein on pages 2, 3, 4, 5, 6, 7, 8, 9
& 10.

(Name of Principal)

(Address)

(Signature of Principal)

(Signature of Witness)
Name of Person:
NRIC/Passport No:

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STANDARD TERMS AND CONDITIONS

1.

DEFINITIONS AND INTERPRETATION

There has been no significant change in the activities of the Company during the financial
year.
Authorised Person

means the person/persons (as shown on page 10) who is/are

authorized to give instructions to ND and its Nominees;

Company

mean s the company named in the Request;

Nominee

means any individual who is appointed by ND to perform the

Services pursuant to the Request;

Principal

means the person who has made the Request/current or future

directors/current or future shareholders of the Company and the
Company itself.

Request

means the request for the provision of nominee directors; and

Services

means any acts done or to be done, or services performed or to

be performed, by ND and/or its Nominees.

Words importing the singular include the plural and vice versa; words importing a gender
include every gender and references to persons include body corporate or unincorporate.
2.

REQUEST FOR SERVICES

The Principal has requested that ND to act in the capacity of directors (hereinafter
referred to as Nominee Director) to ABC CO PTE. LTD. Company Registration No:
200916449N a company incorporated in Singapore (hereinafter referred to as the
Company)

3.

ARRANGEMENT OF APPOINTMENTS
3.1

Nominee of Director
ND shall consent to the appointment as director of the Company (Nominee).

3.2

Appointment, resignation and cessation of Nominee Director

a)

If ND ceases to be a Nominee Director for any reason whatsoever, ND

shall be entitled to nominate any other person to replace him, in which
event the Principal and each of the shareholder of the Company shall do
and procure to be done all such acts and things as may be necessary to
ensure that the Nominee Director is appointed to the Board of Directors
of the Company.

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b)

4.

The Principal shall within ten (10) working days of receipt of the Notice
of Nomination appoint that Nominee to replace the outgoing Nominee
Director, failing which ND and/or its Nominees shall be entitled without
prejudice to all other rights accruing to any of them under this Agreement
to apply to the Court for inter alia, specific performance, an order that the
Company be wound up, damages, costs and/or any and all other reliefs
and that the Principal shall be liable to reimburse ND and/or its
Nominees in full for all fees, costs, legal costs, and all expenses incurred
thereby.

ANNUAL FEE
The annual fee for provision of the Nominee Services by ND is S$nil for nominee
director (hereinafter referred to as Annual Fee). This Annual Fee does not include any
out-of-pocket expenses incurred by ND and its Nominee on behalf of the Principals
account. The first years fee shall cover a period of twelve (12) months and be payable at
the time of appointment and thereafter, the annual fee will be billed in advance and are
due and payable when rendered.

5.

6.

DEPOSIT WITH ND
5.1

A deposit of S$nil/- is payable to ND by the Principal at the time of signing of

our Nominee Services Indemnity Agreement (hereinafter referred to as
Deposit).

5.2

The Deposit shall be refundable to the Principal upon completion of the proper
and orderly resignation of the Nominees as directors of the Company and the
satisfactory filing of the vacated positions by other properly qualified appointees
and after ensuring all residual obligations and liabilities in any way attaching to
ND and its Nominees whatsoever have been discharged in full by the Principal
and/or Authorised Person FAILING any of the above, the Deposit shall
automatically without further written notice be forfeited.

5.3

ND may in its absolute discretion use the Deposit to cover the Annual Fee in lieu
of any default in payment by the Principal, the cost of liquidation should the
Principal abandon the Company and/or any other expenses incurred by ND
howsoever by reason of this Agreement.

INSTRUCTIONS
6.1

In providing the Nominee Services, ND and/or its Nominees shall act upon the
instructions of the Principal and/or Authorised Person(s) so appointed by the
Principal whose name(s), identity number(s), address(es) and specimen
signature(s) appear on the attached schedule. All instructions of the Principal
and/or the Authorised Person(s) shall be in writing given in accordance with the
provisions of Clause 13 herein.

6.2

Any change of name, identity number, address and specimen signature of the
Principal or Authorised Person shall be given to ND in accordance with the
provisions of Clause 13 herein.
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7.

SERVICES OF NOMINEE DIRECTOR

The services of the Nominee Director include signing of routine notices, minutes, returns,
etc. in order to comply with the requirement of Companies Act, Cap. 50 and the Nominee
Directors are not to be involved with any management functions or decision making. The
Nominee Directors shall not be called upon to give any personal guarantees as security
for any indebtedness of the Company. The Nominee Directors shall only sign all
directors resolutions provided that they have been approved and signed by the remaining
directors of the Company. In the event that the Board of Directors consists of only the
one (1) Nominee Director and that there is no other director in the Company, the
directors resolutions shall first be approved in writing by the Principal and/or the
Authorised Person(s).

8.

SERVICES OF NOMINEE DIRECTOR

The Principal hereby undertakes, warrants and shall procure that:
8.1

The Principal and the Company shall indemnify and keep indemnified each of
NDs directors, agents, employees and Nominees against all costs, expenses
(including any consequential loss or damage), outgoings, claims, demands,
liabilities and obligations which NDs directors, agents, employees or Nominees
incur or may incur in any way whatsoever and against all actions, suits,
proceedings, claims or demands of any nature whatsoever which are made or
may be made against NDs directors, agents, employees or Nominees or which
are incurred or may be incurred or which arise or may arise directly or indirectly
by reason of any act or anything done, or services performed by NDs directors,
agents, employees or Nominees in relation to and pursuant hereto or by reason of
anything omitted to be done or of any failure to do or perform any act or service
which ought to have been done or performed by NDs directors, agents,
employees or Nominees in relation and pursuant hereto;

8.2

all acts required to be done by ND or its Nominees comply or shall comply with
all laws affecting or binding upon the Company, the Principal, ND and its
Nominees and that all statements, documents and contracts of whatsoever nature
which are the subject of instructions will be true, accurate and lawful and that
NDs name will not be quoted nor used in any document or transaction without
NDs express written permission;

8.3

the Company shall keep proper accounts and file tax returns, company returns
and all papers and documents which are required by law to be filed with any
authority and that all fees and taxes required to be paid by the Company will be
duly paid by the Company and/or Principal. In the event of the Company
becoming insolvent, the Principal undertakes to be fully responsible for all debts
of the Company and any taxes and duties that may be payable;

8.4

the Company shall ensure that the Companys accounts are audited (if required
by Singapore Companies Act) and that the audited accounts are made available to
ND in good time enabling annual general meetings to be held within the time
prescribed by the Companies Act, Cap 50;

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8.5

ND and its Nominees shall be kept informed of any and all matters affecting the
Companys affairs in general and in particular any liabilities, whether actual,
potential or contingent and all other information which may be necessary in order
for ND and its Nominees to carry out the Services;

8.6

the Principal shall at all times keep ND informed of the address of the place of
business of the Company and, in any event of the Company intending to
discontinue its business, for any reason whatsoever, the Principal shall give ND
timely and adequate notice thereof;

8.7

the Principal shall keep the Company in a solvent condition and shall provide
adequate capital for its commercial activities and its other obligations so long as
the Company engages the services of ND;

8.8

the Principal and/or the Authorised Person(s) shall obtain all prior written
approval of the relevant Government Authorities in Singapore should the
Company intend to carry on any business in Singapore which requires
governmental approval, such approval would include the obtaining of relevant
licenses and permits, etc.

8.9

the Company shall not engage in any illegal activities or any activities in
contravention of the laws of any country or territory.

If and to the extent that any part or provision in this Agreement is invalid, illegal or
unenforceable, it shall not affect the validity, legality or enforceability of any other part or
provision and this Agreement shall be interpreted and construed to give in the fullest
possible effect in law.
Notwithstanding any termination of this Agreement, this indemnity shall be and endure
for the benefit of ND and all of NDs directors, agents, employees and Nominees in
respect of all acts performed by them in the interests of the Company and/or the Principal
both prior to and subsequent to the termination.
9.

EXCLUSION OF LIABILITY
Neither ND nor the Nominees shall be liable in respect of anything done, or mitted to be
done, by ND or the Nominees unless such act or omission was due to NDs default or
there was bad faith on the part of ND or the Nominees. ND or the Nominees shall be
entitled but not obliged, at any time, to do or refrain from doing any act without reference
to the Principal(s) and./or the Authorised Person(s) if in the absolute discretion of ND or
the Nominees it is considered desirable and in the interest of the Company or the
Principal(s) to do so or to refrain from doing so.

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10.

VARIATION OF CHARGES, TERMS AND CONDITIONS

ND may vary the Annual Fee from time to time, and may also vary the Standard Terms
and Conditions of this Agreement or any part of this Agreement herein by altering,
adding to and/or deleting any or all of them and/or making any new terms and/or
conditions, and/or appointing a substitute to act in the place of the existing Nominees.
Any alteration and/or variation so made shall be communicated to the Principal and/or
Authorised Person(s) as soon as is reasonably practicable HOWEVER any failure to
communicate the above shall in no event whatsoever render any alteration and/or
variation ineffective or inapplicable.

11.

JOINT AND SEVERAL LIABILITY

The obligations of the Principal(s) (if more than one person) are joint and several and
shall bind the legal representatives, heirs, successors and assignees of the Principal(s).

12.

CONSENT TO ASSIGNMENT
This Agreement together with all its annexures (if any) and all rights and liabilities
hereunder shall only be assignable by the Principal subject to the terms and conditions of
this Agreement PROVIDED THAT prior written consent from ND and its Nominees has
been obtained.

13.

NOTICES
13.1

Addresses
Any notices, instructions, consents and/or other communications (Notice)
authorized or required to be given hereunder shall be in writing and shall be
delivered personally or sent by post or by telefax or transmitted by electronic
mail addressed to the intended recipient thereof at his or its address set out as
follows:[PEOPLE ABC]
Address:
Faxsimile No.:
Email:
ABC CO PTE. LTD.
Address:
Faxsimile No.:
Email:

Or to such other address, or the designated person to whom Notice should be addressed,
at any time by giving the appropriate Notice in sufficient time not less than five (5)
working days before the change/s become effective to the other party in accordance with
the provisions of this Clause 13 hereof.

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13.2

When Notice is Served

Any Notice may be delivered personally or by prepaid registered or certified post
(airmail, if appropriate) or facsimile transmission or by electronic mail and shall
be deemed to have been served:-

14.

a)

if by personal delivery, at the time of deliver; or

b)

if by mail, within two (2) working days after posting if sent to a local
address, or within eight (8) working days if sent to an overseas address;
or

c)

if by facsimile transmission, at the time of transmission if successful

transmission of the Notice in full is confirmed by a transmission report
generated by the senders machine, provided that the sender shall also
send a further copy of the Notice by mail to the addressee; or

d)

if by electronic mail, upon receipt by the party transmitting such Notice

of a confirmation (including an electronic confirmation) from the
addressee or the addressees system that the addressee has received the
Notice.

NOTICES
14.1

ND may terminate this Agreement at any time by giving Notice in writing to the
Principal served to his last known address and that such Notice (hereinafter
referred to as Notice of Termination) shall be given in accordance with the
provisions of Clause 13 herein:
a)

if the Principal shall have committed any breach of his obligations under
this Agreement, wherein non payment of fee within the period stipulated
in Clause 4 herein being shall be deemed to be a breach for this purpose;
or

b)

if the Principal or the Authorised Person(s) fails to respond to ND or its

Nominees within twenty-one (21) working days from the date of any
letter, fax or email sent to the Principal or the Authorised Person(s) at his
last known address; or

c)

if the Principal shall have become insolvent or have committed an act of

bankruptcy or compounded with the Principals creditors generally
(whether in Singapore or elsewhere); or

d)

if the Principal shall have been charged or convicted of a criminal

offence that carries an imprisonment term (whether in Singapore or
elsewhere).

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14.2

Either the Principal or ND may terminate this Agreement by giving the other
party one (1) calendar months notice of such intention or one (1) months pro
rata Annual Fee in lies of such notice. Save for the first year of service, the
Principal may apply any unutilized pro rata Annual Fee towards the notice in lieu
PROVIDED THAT any balance shall not be refunded.

14.3

Upon ND giving notice of termination of this Agreement, the Company shall find
replacement directors within five (5) working days from the date of the Notice of
Termination. There shall be no refund of any Annual Fee paid.

14.4

Upon termination pursuant to Clause 14.1 the Principal and the Company shall
ensure that necessary steps and actions are taken to replace the Nominees and to
amend the relevant corporate registrations and to execute the relevant documents
to complete the transfer of the Nominee Services from ND and its Nominees to
the Principal or his nominated replacements, as appropriate within ten (10)
working days from the receipt of the Notice of Termination, FAILING WHICH
ND and/or its Nominees shall have absolute discretion to take whatsoever action
it/they deemed fit in relation to the Company, including, but not limited to the
winding up of the Company.

14.5

ND and/or its Nominees may at its/their discretion suspend the Services from
time to time without providing any reason nor any prior written notice to the
Principal or the Company if the Principal is in breach of this Agreement, or any
other agreement between ND and the Principal. Such suspension shall not affect
the time period for which the Annual Fee was paid.

14.6

In the event the resignation of any of the Nominees is invalidated by the

operation of any legislation, including Section 145(5) of the Companies Act, Cap.
50 Singapore (Revised Edition 1994), the Principal shall within ten (10) working
days of receipt of the Notice of Termination procure a suitable replacement,
failing which Clause 3.2 of this Agreement shall automatically apply.

14.7

In the event thatND discovers any contravention of any statutory requirements of

any of the laws of the Republic of Singapore relating to the activities of the
company or non payment to us for our professional services, ND is entitled to
duly resign with 2 weeks prior notice given to you.
Additionally, failure on the part of the company to accede to our written notice to
terminate the nominee directorship service agreement will give us the full powers
to freeze all bank accounts in Singapore or any other part of the world and take
all or any necessary action to safeguard ourselves from any liabilities that could
arise from the contravention of statutory requirements of all or any legislation on
the part of the company.

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If the Company with a further written notice to absolve ND of its role as nominee
director or alternatively replacing us with another nominee director not related to
ND, has failed to respond within a reasonable time of one months grace from the
date of the final notice and the Company remains uncontactable, we, being the
directors and shareholders of the Company hereby confirm that we have no
objection to the Companys application for striking off with the Accounting and
Corporate Regulatory Authority (ACRA).
14.8

If there is any form of illegal or fraudulent activities conducted by the company

within the territory of the Republic of Singapore or any other part of the world,
we have the right to immediately terminate (without notice) our nominee director
services associated with the company.
In the event the company appears to have engaged in illegal activities, ND will
have the authority with sufficient proof and evidence of the illegal activities of
the company to freeze all bank accounts in Singapore or any other part of the
world.
ND will also have the authority to report the illegal activity undertaken by the
company to the relevant authorities in Singapore and ND reserves the right to
apply for Striking Off of the company with ACRA.

15.

ARBITRATION
Any dispute out of or in connection with this Agreement including any question
regarding its existence, validity or termination shall at the first instance be referred to the
authorized representatives of the Principal and ND and be resolved by amicable
negotiations FAILING WHICH such resolution 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 into this Clause. The Tribunal shall consist of
one arbitrator who shall be appointed with the consent of the Principal and ND, failing
which the President of the SIAC shall appoint the arbitrator. All arbitration proceedings
shall be conducted in the English language. The decision of the arbitrator shall be final
and binding on the Principal and ND.

16.

GOVERNING LAW
This Agreement together with its annexures (if any) shall be governed by and construed
in accordance with the Laws of Singapore and the parties agree to submit to the nonexclusive jurisdiction of the Courts in Singapore.

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Annexure A
PARTICULARS & SPECIMEN SIGNATURES OF PRINCIPAL(S) AND AUTHORISED
PERSON(S)
NAME OF PRINCIPAL(S)
Name of Principal(s)

Passport/ Identity
Card No

Address

Signature

Passport/ Identity
Card No

Address

Signature

Address

Signature

Address

Signature

NAME OF DIRECTOR(S)
Name of Director(s)

NAME OF SHAREHOLDER(S)
Passport/ Identity
Name of Shareholder(s)
Card No

NAME OF AUTHORIZED PERSON(S)

Name of Authorized
Passport/ Identity
Person(s)
Card No

PRINCIPAL ACTIVITY OF THE COMPANY

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