Commercial Agreement for Singapore

Commercial Agreement Template for Singapore

A Commercial Agreement under Singapore law is a legally binding contract that establishes the terms and conditions for business transactions between two or more parties. This document is structured according to Singapore commercial law principles and includes provisions for goods or services, payment terms, obligations, warranties, and dispute resolution mechanisms. It incorporates relevant Singapore statutory requirements, including those from the Civil Law Act and Contract Law, while ensuring compliance with local business regulations.

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What is a Commercial Agreement?

Commercial Agreements are essential documents for establishing formal business relationships in Singapore's commercial landscape. These agreements define the rights, obligations, and commercial terms between parties engaging in business transactions. A well-drafted Commercial Agreement should address key aspects such as scope of services/goods, payment terms, warranties, liability limitations, and dispute resolution mechanisms, while ensuring compliance with Singapore's legal framework. This document is particularly crucial for protecting parties' interests and providing clarity in business relationships, whether for one-time transactions or ongoing commercial arrangements.

What sections should be included in a Commercial Agreement?

1. Parties: Identification and details of contracting parties including registered addresses and company registration numbers

2. Background: Context, purpose and commercial intent of the agreement

3. Definitions: Key terms used throughout the agreement and their specific meanings

4. Scope of Services/Goods: Detailed description of what is being provided, including specifications, quantities, and quality standards

5. Payment Terms: Price, payment schedule, payment methods, and consequences of late payment

6. Term and Termination: Duration of agreement, renewal terms, and conditions for termination

7. Representations and Warranties: Statements of fact and promises made by each party

8. Liability and Indemnity: Allocation of risks and responsibilities between parties

9. Dispute Resolution: Process for resolving disputes including jurisdiction and governing law

10. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

What sections are optional to include in a Commercial Agreement?

1. Intellectual Property Rights: Provisions regarding ownership, use, and protection of intellectual property when IP is created or transferred

2. Confidentiality: Obligations regarding protection and non-disclosure of confidential information

3. Force Majeure: Provisions dealing with unforeseen circumstances preventing performance

4. Data Protection: Compliance with Personal Data Protection Act (PDPA) and data handling requirements

5. Change Control: Process for managing changes to scope or terms during the agreement period

6. Insurance: Required insurance coverage and obligations

What schedules should be included in a Commercial Agreement?

1. Schedule 1 - Services/Goods Specification: Detailed technical specifications of services or goods being provided

2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices, rates, and payment milestones

3. Schedule 3 - Service Level Agreement: Performance metrics, service levels, and related penalties/rewards

4. Schedule 4 - Key Personnel: Details of key staff members responsible for contract delivery

5. Schedule 5 - Data Processing Agreement: Specific terms for handling personal data in compliance with PDPA

6. Schedule 6 - Change Control Procedure: Detailed process for implementing and documenting changes

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Singapore

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Clauses
Industries

Civil Law Act (Cap. 43): Primary legislation governing contract law principles in Singapore, including formation, enforcement, and remedies for breach of contract

Contracts (Rights of Third Parties) Act: Governs when third parties may enforce terms of a contract to which they are not a direct party

Electronic Transactions Act: Regulates electronic contracts and digital signatures, providing legal recognition for electronic transactions

Unfair Contract Terms Act: Controls the use of unfair terms in contracts, particularly regarding limitation of liability clauses

Companies Act: Regulates corporate entities and their capacity to enter into contracts, including requirements for execution of documents

Sale of Goods Act: Governs contracts relating to the sale of goods, including implied terms and conditions

Supply of Goods Act: Regulates contracts involving the supply of goods, including hire purchase and other non-sale transactions

Competition Act: Ensures fair competition and prohibits anti-competitive practices in commercial agreements

Consumer Protection (Fair Trading) Act: Protects consumer interests and regulates unfair practices in business-to-consumer transactions

Personal Data Protection Act (PDPA): Governs the collection, use, and disclosure of personal data in commercial transactions

Currency Act: Regulates currency usage and legal tender in Singapore commercial transactions

Late Payment Interest Act: Governs interest rates and penalties applicable to late payments in commercial transactions

Arbitration Act: Provides framework for arbitration as a dispute resolution mechanism in commercial agreements

Mediation Act: Provides framework for mediation as an alternative dispute resolution method

Supreme Court of Judicature Act: Establishes jurisdiction of Singapore courts in handling commercial disputes

International Sale of Goods (CISG): UN Convention governing international sale of goods, applicable to cross-border commercial transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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