21. |
You further agree and acknowledge that:-
|
(a) |
monetary damages would not be a sufficient remedy for a breach of this Undertaking and that DBS shall be entitled to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction for any actual or threatened breach of this Undertaking;
|
(b) |
you are aware of the statutory and common law privacy and confidentiality requirements in Singapore (including the banking secrecy provisions in the Banking Act (Chapter 19) and the Monetary Authority of Singapore Notices to Banks) and all applicable laws and regulations of similar nature in other jurisdictions as at the date of this Undertaking, and you undertake:
|
(i) |
to comply strictly with such requirements (including without limitation any statutory and common law banking secrecy, data privacy and confidentiality requirements which may in the future be applicable to the Confidential Information or Confidential Materials) (collectively, the “privacy and confidentiality requirements” and to take all steps to ensure that the privacy and confidentiality requirements are not contravened by you or by any person to whom you disclose the Confidential Information or Confidential Materials (or any portion thereof) in any way
|
(ii) |
to take all necessary or reasonable steps (including any step required by DBS from time to time) to enable DBS to comply with the privacy and confidentiality requirements; and
|
(ii) |
not to do (or omit to do) anything that will cause DBS to be in breach of the privacy and confidentiality requirements;
|
(c) |
all Confidential Information and Confidential Materials are and shall remain DBS’ property and that, by disclosing Confidential Information and Confidential Materials to you, DBS does not grant any express or implied right to you to or under any of DBS’ patents, copyrights, trademarks, designs or other intellectual property or other rights;
|
(d) |
DBS accepts no responsibility for and make no representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information and/or Confidential Materials. DBS shall not be liable to you or any other person in respect of the Confidential Information and/or Confidential Materials or their use;
|
(e) |
the Confidential Information and Confidential Materials may contain confidentiality clauses. If such documents are made available to you, you undertake with DBS that you will thereafter not do (or omit to do) any act which would result in DBS being in breach of such confidentiality clauses (other than the use of such information for the Purpose referred to in this Undertaking and the disclosure of it to other permitted persons in accordance with this Undertaking);
|
(e) |
the Confidential Information and Confidential Materials may contain confidentiality clauses. If such documents are made available to you, you undertake with DBS that you will thereafter not do (or omit to do) any act which would result in DBS being in breach of such confidentiality clauses (other than the use of such information for the Purpose referred to in this Undertaking and the disclosure of it to other permitted persons in accordance with this Undertaking);
|
(f) |
DBS’ failure to exercise or delay in exercising a right or remedy provided by this Undertaking or by law does not constitute a waiver of such right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Undertaking or by law prevents further exercise by DBS of such right or remedy or the exercise of any other right or remedy. No waiver by DBS shall be effective unless made in writing and signed by our authorised signatory; and
|
(g) |
you shall not make any public statements or announcements in connection with this Undertaking, unless our prior written approval is obtained.
|
22. |
You shall indemnify DBS and keep DBS fully and effectively indemnified against each and every claim, loss, liability and cost (including, but not limited to, legal costs) which DBS incurs as a result of any breach of the provisions of this Undertaking by you, your affiliates, employees, agents or consultants or any other third party to whom you have disclosed any Confidential Information and/or Confidential Materials.
|
23. |
Your obligations under this undertaking including the obligations regarding DBS Bank Ltd, our related corporations’ and affiliates’ customer information shall continue indefinitely.
|
24. |
For the purposes of this Confidentiality Clause the following terms shall have the following meanings:
|
(a) |
“Confidential Information” means information of DBS Bank Ltd and/or its related corporations (collectively “DBS”) that DBS designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential. Confidential Information includes, without limitation, information and/or personal data provided by us, our related corporations, affiliates, employees, agents, representatives, advisors, consultants or customers, whether disclosed or communicated verbally, in writing or in any other tangible form, and whether relating to DBS’ business, operations, processes, plans, requirements, inventions, product or service information, pricing, know-how, design rights, trade secrets, software, systems, market opportunities, customers (including information relating to the money or other relevant particulars of the accounts or account holders of DBS Bank Ltd, our related corporations or affiliates) and business affairs.
However, Confidential Information shall not include information that you can conclusively establish: -
|
(i) |
entered or subsequently enters the public domain without your breach of any obligation owed to DBS; |
(ii) |
was known to you prior to DBS’ disclosure of such information to you without any confidentiality obligations; |
(iii) |
became known to you from a source other than DBS other than by breach of an obligation of confidentiality owed to DBS; or |
(iv) |
is independently developed by you without reference to DBS’ Confidential Information,
|
|
provided that the foregoing exclusions do not apply to information relating to DBS’ customers.
|
(b) |
“Confidential Materials” means any software and all tangible materials containing Confidential Information, including without limitation electronic, written or printed documents and computer disks or tapes, whether machine or user readable.
|
Improper Payments
|
25. |
You acknowledge that DBS does not authorise, condone or approve of Improper Payments, and your breach of your undertaking hereunder may cause DBS to incur court or government fines, regulatory sanctions and other financial claims and penalties. You undertake that you will not, and shall refuse to, promise, make or offer to make any Improper Payments to any officer, employee, agent or fiduciary of any third party or DBS, or to any Public Official, in connection with this Program. You shall not comply with any instructions (including instructions purportedly from DBS) to violate the foregoing obligation, and shall procure the same of its officers, directors, employees, representatives, sub-contractors or agents.
|
26. |
DBS shall be entitled to investigate your breach of your undertaking on Improper Payment at any time during the Period. You shall render full cooperation to and provide full access to all relevant information to DBS’ representatives in any such investigation.
|
27. |
You shall notify DBS in writing if you suspect, is notified of or otherwise becomes aware of any breach of your undertaking on Improper Payments; or any solicitation, request or direction to you to commit such breach, including by person(s) acting or purporting to act for DBS. You shall further maintain all relevant documents and records relating to the same and may not destroy such documents or records without the written consent of DBS.
|
28. |
In the event of breach of your undertaking on Improper Payments:
|
(a) |
You shall render all cooperation and provide full access to all relevant information, documents and/or records to DBS in any legal, regulatory or governmental action against DBS arising from your breach; and
|
(b) |
You shall indemnify DBS for any court or government fines, regulatory sanctions and any other financial claims and penalties that DBS incurs or is otherwise imposed on DBS as a result of your breach of your undertaking on Improper Payments
|
29. |
For the purposes of this Improper Payments Clause the following terms shall have the following meanings:
|
(a) |
Improper Payments” means the conferring of bribes, undue advantage, improper gratifications, gifts and/or payments, whether of a financial nature or otherwise, in violation of the UK Bribery Act 2010 and/or applicable anti-corruption laws and regulations;
|
(b) |
“Public Official” means any individual who:
|
(i) |
holds a legislative, administrative or judicial position of any nature in a country or territory;
|
(ii) |
exercises a public function for or on behalf of a country or territory or public agency or public enterprise of such country or territory; or is an official, member, servant or agent of an organisation which comprises
|
(iii) |
wholly or a mixture of countries or territories and/or governments of countries or territories, or is a collection of organisations comprising of same.
|
Additional Terms and Conditions |
30. |
DBS may vary these terms and conditions or suspend or terminate the Program without any notice or liability to any party.
|
31. |
DBS reserves the right to void any award if DBS decides that you have violated any of these Terms and Conditions or did not act in good faith.
|
32. |
DBS is not responsible for any damage, loss, injury or disappointment suffered by you, any candidate or any other party or as a result of entering the Program.
|
33. |
DBS is not responsible for any errors, non-delivery or missing of entries, due to malfunction of computer on-line systems, servers, providers, computer or mobile telephone equipment, software or network failure including any injury or damage to the participant’s computer or mobile telephone related to or resulting from participation or downloading any materials for the purpose of the Program.
|
34. |
DBS’ decision on all matters relating to the Program is final and binding. No correspondence or claims will be entertained.
|
Governing Law |
35. |
These Terms and Conditions shall be governed by and construed in accordance with the laws of Singapore.
|
36. |
The parties hereby submit to the non-exclusive jurisdiction of the Singapore courts.
|
Annex 1
DBS ONE Plus program is looking to hire the following candidates in Singapore:
1. Cloud Platform Architect
2. Cloud Development Engineer/Lead
3. Site Reliability Engineer
4. DevOps Engineer
5. Production Support Lead
6. Solution Architect
etc |