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Aesthetic Medical Partners Pte Ltd Proposal & Agreement (Client Confidential)

PROPOSAL AND AGREEMENT


FOR IMPLEMENTATION, DEPLOYMENT, TRAINING & ROLL
OUT
SERVICES
of
ODOO VERSION 8.0
to
Aesthetic Medical Partners Pte Ltd
Submitted By:
Baylor & Hudson Consultancy Pte.Ltd.
163 Bukit Merah Central
#03-3569
Singapore 150163
www.baylorhudson.com
Wednesday, December 24, 2014

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Aesthetic Medical Partners Pte Ltd Proposal & Agreement (Client Confidential)

PROJECT NAME

AMP CUSTOMISED ODOO VERSION 8


IMPLEMENTATION

Business Contact

Martin Ng Wen Sheng


Phone: +65 81275791
E-mail: wensheng.ng@baylorhudson.com

Project Manager

Chan Boon Ping


Phone: +65 96827800
E-mail: boonping.chan@baylorhudson.com

Date

Wednesday, December 24, 2014

Document Version

AMPPA V 6.0B

Note: This proposal includes information that shall not be disclosed outside Baylor & Hudson
Consultancy Pte. Ltd. or the client and shall not be duplicated, used, or disclosedin whole or in
partfor any purpose other than the evaluation of this proposal by the intended parties.
Any revisions of or supplements to the terms of this quotation will be made through written
documents signed by the authorized representatives of Baylor & Hudson Consultancy Pte. Ltd. If
revisions or supplements that are signed conflict with the terms of this proposal, the revisions or
supplements will prevail. This proposal consists of two identical original copies.

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Section One INTRODUCTION


This document presents an initial proposal for implementation of the Odoo Version 8.0
System. This is a preliminary quotation and estimates based on preliminary requirements
gathered and understood.

1.1 Audience
Intended audience of this quotation is Aesthetic Medical Partners Pte Ltd and direct
parties involved in the proposal.

1.2 Confidentiality
The document only holds true for the recipient of this document. Baylor & Hudson
Consultancy Pte. Ltd. will not be liable for any consequences arising by intentional or unintentional sharing of this information.

1.3 Scope
The scope and estimates cover the implementation of the system at thirteen sites and for
the functions of, 5 subsidiaries and 2 holding economic units.

1.4 Assumptions
Baylor & Hudson Consultancy Pte. Ltd. would be provided assistance and information
during the requirement gathering phase from Aesthetic Medical Partners Pte Ltd. and would
use the existing data to customise and model the system, and use it as a reference point.
1.5 Binding
We declare this document to be binding and free of errors or omissions if it is authoritatively
signed by Aesthetic Medical Partners Pte Ltd. Due diligence has been performed in order to
ensure compliance with your requirements and particular situation.

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Section Two DEFINITION OF TERMS


2.1 "Baylor & Hudson or Vendor" refers to Baylor & Hudson Pte. Ltd.
2.2 The Client refers to Aesthetic Medical Partners Pte Ltd.
2.3 Strategic Partners or Sub-Vendors refers to the parties contracted to Baylor & Hudson
for the implementation of this project.
2.4The proposal and agreement refers to this contract and all of its attachments that are
part of the proposal.
2.5 "The system" refers to the set of applications consisting of the design proposal, design
software, and related hardware and software equipment provided in this proposal.
2.6 "Third party software" refers to software outsourced from third party, such as
Operating systems and databases that are attached to the hardware equipment or that are
essential to the normal operation of the whole system.
2.7 "Applications software" refers to application programs that are to be developed by Baylor
& Hudson and its strategic partners to meet corporate governance.
2.8 "Technical documentation" refers to all technical parameters, drawings, designs,
manuals, and other proprietary information that are specified in the contract and other
related documents on the calculation, operation, maintenance, and testing of the system.
2.8 "Technical services" refers to services that are provided in accordance with the
provisions of the contract, such as system design, installation supervision, installation,
testing, inspection, system operation, maintenance, support, and others.
2.9 "Software upgrades" refer to program modifications and corrections that are performed
by Baylor & Hudson, including code changes and alterations of end user documentation,
which would not materially change program indices or version upgrades.
2.10 "Training" refers to the principles and the actual operation of the system installation,
and operation that are taught to the Client by Baylor & Hudson, as well as to other related
knowledge.
2.11 "The final test" refers to the last test before the system goes into regular operation. The
test contents include the operating stability of all of the system's hardware and third party
software and the stability of the application software and specially developed software. The
test also includes the completeness of files and the suitability of training progress. After the
system passes the final test, the Client will sign a User Acceptance Test (UAT) Agreement
and the system goes into live operation.

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Section Three About Odoo


OpenERP S.A. is the software vendor of the Odoo Apps (formerly OpenERP). OpenERP
S.A. is a company founded in 2002 by Fabien Pinckaers, its current CEO. It has now 250
employees, 6 offices (Belgium, US San Francisco, US New York, Luxembourg, India, Hong
Kong and activities in 110 countries with a vast partner network of more than 500 official
partners.
Odoo is the fastest evolving business software in the world. Odoo has a complete suite of
business applications covering all business needs, from Website/Ecommerce down to
manufacturing, inventory and accounting, all seamlessly integrated. It is the first time ever a
software editor managed to reach such a functional coverage.
Odoo is the most installed business software in the world. Odoo is used by 2.000.000 users
worldwide ranging from very small companies (1 user) to very large ones (300 000 users).
Odoo thrives in a unique and fully open ecosystem combining the resources of its open
source community, partners network and resellers.
Odoo provides 30 main applications supported by the editor. In addition, the community of
more than 1,500 active members, has contributed 4,000+ apps to cover a wide variety of
business needs.
The network of 550+ certified partners in more than 120 countries means that although
Odoo is a global company, it provides local solutions. The popular software is available
online and can be hosted on a server you own or rent.
3.1 Benefits of Using Odoo
Some ERP systems are known to be painful to implement and very expensive. To avoid this,
Baylor & Hudson selects Odoo (prev. OpenERP), the next generation of ERP Software.
Odoo offers you an adapted solution to proprietary software.
Odoo is infinitely flexible, incredibly easy to use and designed to fit your own business
process.
Odoos success is based on 6 main advantages:
User-friendly: With its friendly and intuitive interface, Odoo allows direct understanding and
focus on primary work.
Affordable: Its less expensive than major ERP systems, partly due to the absence of
license cost.

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Flexible: By providing an application development framework, Odoo is completely and


easily customizable. It adapts itself to your organization and not the reverse!
Fast implementation: A standard installation can be done in a couple of days and the
extremely smart development framework allows meeting more specific expectations in a
very short time.
Modular: Odoo offers a rich list of business applications to manage all the activities of your
organization. This modular approach allows you to install some of them at different times.
Start with just what you need to grow and add new modules when you need to.
Web-based: The access to Odoo is via a standard browser or on a site. Each user has its
own login to access its own functionalities.
An open source solution guaranteed by a strong editor:
Odoo is an open source ERP. This means its source code is open and available to all. The
evolution of the software is provided by a community of developers: any developer can
improve the software by adding features and by tuning its performance. The work done by a
developer will be usable by all of the other developers.
Odoo is in constant evolution and provides its users with a software at the forefront,
including a multitude of proven modules and at no license cost. The strong editor of the
Odoo software, the Belgian company Odoo SA (previously OpenERP SA), brings
professional guarantees and control to its customers. It ensures namely that its software
meets the requirements of long-term quality and effectively organizes the Odoo contributors
community and the network of partners.

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Section Four About Baylor & Hudson Consultancy Pte. Ltd.


Baylor & Hudson was strategically formed to help companies transform into dynamic,
productive and high performance units via information technologies.
We strive to become our clients partner of choice, helping them adapt their underlying IT
systems and applications to better face todays in-depth and fast-paced changes in the
social, human and economical world.
We have direct business experience, so we understand our clients needs, not just delivering
IT hardware and software. We believe that IT and business processes go hand-in-hand and
one cannot be isolated from the other, so we are unique in being able to understand clients
needs and provide an overall solution that fits the current and future strategy and objectives
of the owner-manager.
In collaboration with our strategic partners, we consist of three Odoo certified partners
working closely for the successful Odoo implementation of our clients. With a team of
experienced programmers, technical consultants, business consultants and accountants, we
provide our clients with a vast array of expertise in business systems integration.
Our Vision is to deliver cutting-edge IT solutions that reduce costs, increase profits, and
improve overall performance by making the most of the latest technology, with a 100%
service and quality guarantee.

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Section Five Baylor & Hudsons Implementation Methodology


-Live

Our Proven Implementation Methodology

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Section Six SYSTEM TECHNOLOGY & DESIGN


6.1 Agile Software Development
System will be developed using latest agile software methodology. System developmental
architecture which would separate it into three layers of Presentation, Business Logic, and
Data Storage implementing it through phases. This will enable quick integration and future
proof the system for new requirements.

6.2 Design
6.2.1 Overall System Architecture
System will be designed in a multi-tiered Modular (Application) based Architecture. Each
function / specific user account will be able to work independently allowing backups and
safety measures to be taken, it will also minimise down time in case of server / internet
failure and ensure quick recovery if such an incident happens.

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6.2.2 Database architecture


Database will be separate from Web Server, and it will be backed up at regular intervals.

6.2.3 Front End


On client side the interface would be through web browser. This would ensure minimum
requirement from client end in terms of systems and installation and all load will be on the
server end.

6.3 Technology
Technology to be used for the system would be open source scalable technologies. Except
for the database for which we might go for a commercial enterprise level database. This will
be purely based on requirements gathering sessions we have with clients.

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6.4 PPP Process Flow

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6.5 Aesthetic Medical Partners (Paragon Process flow)

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Section Four KEY SYSTEM FEATURES

Human Resources
Manage the most important asset in your company:
People
Online Demo
Get all your HR operations managed easily: knowledge sharing, recruitment system,
appraisals, timesheets, contracts, attendance, payroll, etc.
Thanks to Odoo's HR tools, you can satisfy each one of your HR needs by a specific
app that you activate on demand and all information are stored in the cloud.

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Track Time and Attendance


Weekly or monthly timesheets with optional attendance
tracking
Keep track of the time spent by project, client or tasks. It's easy to see the statistics,
to record timesheets and to check the attendance of each employee. Get your
analytic accounting posted automatically based on the time spent on your projects.

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Leave Management
Manage holidays, legal leaves and sick days
One of many benefits of this app is that you can keep track of the vacation days
taken by each employee. Employees enter their requests (paid holidays, sick leave,
etc), for manager to approve and validate. It's all done in just a few clicks. The
agenda of each employee is updated accordingly.

Smart User Interface


Record transactions in a few clicks and easily manage all financial activities in one place.
Odoo's user interface is designed with productivity in mind.

Better Way to Work Together


Share access to your latest business numbers with your team and your accountants so everyone is up to date with all new information and changes.From work, or at
home and on the go.

Get Paid Faster

Electronic invoicing and automated follow-ups

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Create and send professional invoices and receive payments online. No need to send
reminders to your debtors - simply set-up and automate follow-ups to get paid more quickly.

Connect Your Bank Accounts


Import your bank statements and reconcile them in just a few clicks.Prepare payment
orders based on supplier invoices and specific requirements.

Sales Integration
Automatically create invoices from sales orders, delivery orders or base them on time and
material. Invoice expenses on projects to your customer in just a few clicks.

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Purchase Integration
Control supplier invoices based on purchase orders. Get real-time inventory valuation reports
automatically posted in your accounts.

Everything You Need to Grow


Manage your assets, track expenses, control budgets, multi-level analytic accounting;
Odoo has all the features you need to keep your business running smoothly.

Scale with Your Organization


Odoo supports multiple currencies, multiple users with different access rights, multiple
companies with real-time consolidation and unlimited analytic plans.

Dashboard & KPIs


Get direct access to key information with dynamic and customizable dashboards. Analyse your
financial activities with the drill-up, drill-down, drill-across and filter features.

Sales Management
Sales Management: Comprises of Sales Order Processing Management. It is an integrated
solution comprising of marketing and sales activities. Organisation can act immediately to
improve sales, service and marketing effectiveness by using this Module.
Sales Management module is all about retaining customers, improving customer loyalty and
gaining customer insight.
This module also helps getting your customer order management easier day by day.
Whether it is maintaining customer information, quickly creating a quote or migrate them to
sales order or being responsive to your customers. Sales Management can be tailored to
manage Pricing, Price lists, Discount Conditions, Offer management, Order procedure,
Contracts and delivery plans, Shipment, Delivery notes, Shipments, Invoicing and Statistics.

Customer Relationship Management (CRM)


CRM manages your sales funnel with no effort. Attract leads, follow-up on phone calls and
meetings. Analyse the quality of your leads to make informed decisions and save time by
integrating emails directly into the application.

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Purchase Management
Purchasing Management encompasses a group of applications that controls purchasing of
products and manages inventory stocks. It also involves creating purchase orders/contracts,
supplier tracking, goods receipt and payment, and regulatory compliance analysis and
reporting. Purchase management also includes supplier relationship management and covers
payment of operating expenses.

Inventory Management
Inventory Solutions for stock and product management are used for the record-keeping of
goods that are warehoused, and managing the movement of these goods to, from, and through
warehouses. A full warehouse management system at your fingertips, get information about
products availabilities, trigger procurement requests, etc.

Email Integration and Automation


Work with the email applications you already use every day. Whether your company uses
Microsoft Outlook or Gmail, no one needs to change the way they work, so everyone stays
productive.
Route, sort and filter incoming emails automatically. Odoo CRM handles incoming emails and
routes them to the right opportunities or sales team. New leads are created on the fly and
interested salespeople are notified automatically.

Customised Point of Sales: Deliver in-store customer services


Expiry Date, Warranties, Membership, Points System etc.
Odoo Point of Sales is more than an ordinary POS. Our app provides extra features to deliver a
customer services.
Give your shopper a positive experience by improving your services. Handle refunds, track
warranties, follow customer claims, plan order deliveries, etc... In one interface. Bring your
sales at the next level, show that you follow your customers need and keep track of their needs.
Odoo POS can produce customer invoices in just a few clicks and send information to odoo
accounting app. You don't need to record manually each transaction and send them to your
accountant. The software will automatically send them for any transaction. Your accounting will
be easier and more accurate. Our Point of Sales helps you to control sales and cash in real
time but also to keep accuracy for your store.
Odoo POS can produce customer invoices in just a few clicks and send information to Odoo
accounting app.

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You don't need to record manually each transaction and send them to your accountant. The
software will automatically send them for any transaction.
Your accounting will be simplified and more accurate. Our Point of Sales helps you to control
sales and cash in real time but also to keep accuracy for your store. Successful brands
integrate all their customer relationships across all their channels to develop accurate customer
profiles and communicate with shoppers as they make buying decisions, in the store and
online.
With Odoo, you get a 360 customer view, including cross-channel sales, interaction history,
profiles and more.

Full-featured e-Commerce
Optimize sales with an awesome online store
Odoo's e-Commerce software is unlike anything you have ever seen before. Get an awesome
catalogue of products / services and great description pages.
It's full-featured, integrated with your management software, fully customizable and easy to use
with a complete content management system.

Section Four Project Deliverables


Objectives
Number
1

Objective Description
Implementation of Odoo Version 8.0 fully integrated ERP system to help
improve operational efficiency and productivity of business processes of the
client. In the following functions subject to specific requirements of the client.

Sales Management
Human Resource Management

Customer Relationship Management

Inventory Management

Purchase Management
Supplier Relationship Management
Integrated Customised E-commerce site
Customised Healthcare Management Module (PPP)
Customised Healthcare Management Module (Paragon)
Customised Mobile Application

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Self-Check In / Queueing Management System


System Administration (User Access Rights)

Project Timescale - Milestones


Phase 1
Milestone
Date
1st Month
1st Month / 2nd
Month
1st Month / 2nd
Month
1st Month / 2nd
Month
1st Month / 2nd
Month
1st Month / 2nd
Month
Phase 2
3rd Month
3rd Month / 4th
Month
3rd Month /
4thMonth
3rd Month / 4th
Month
Phase 3
5th Month
5th Month / 6th
Month
5th Month / 6th
Month
5th Month / 6th
Month
Phase 4
TBD

Milestone
GAP Analysis / Fact Find & requirement study
Business Process Analysis / Outline System procedures and workflow
Finalising / Acceptance of blueprint.
Setup and configuration of server
Installation of Odoo Software Version 8.0
Setup of Infrastructure

Creation of OpenERP database with required modules


Architecture and design of system modules
System configuration / customisation
Data Migration / Data Importation

Presentation of development / Refining of development


Customised modular functional user training for 5 working days
Implementation & Roll-out of approved live system
Signing of User Acceptance Test Agreement

Ongoing technical and functional support as per after-sales service contract


agreements (Not included in project end date). One lead consultant onsite
post live date for a period of 6 months.

Project Deliverables
Number

Deliverable

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The system will be delivered on a phase by phase basis. Allowing 2 months


for preparation, 2 months for system configuration and Module / template
customisation, 2 months for testing and deployment and 2 weeks for staff
training. Initial estimates are 6 Months and 2 weeks for complete delivery
from date of receipt of all data from client.

Section Five Odoo Version 8 Investment Cost


Descriptio
n
Infrastruct
ure

Amt.
Per
User
(Annua
lly)

Qty

Mth

Qty

$520

12
Mths

Amt.

Total

$3,000

12

$3,000

12

Estimated
Capital Cost
(SGD)

Estimated
Operational Annual
Cost (SGD)

IBM Softlayer (Singapore Data Centre)


Computing Instance: Private 2 x 2 GHz Core
RAM: 12 GB
Operating system:
Ubuntu Linux 14.04 LTS Trusty Tahr (64 Bit)

$6,240

Network Option:
Uplink port speed: 1 GPS Private Network Uplink
Monitoring: Host Ping
Response: Automated Notification
Self Check In Kiosk / Queueing Management
System Inclusive of:
Queueing Management Software
Self Check In counter (Kiosk) / Queueing Management
Software
Ticket Dispenser
Infrastructure Subtotal

$72,000
$36,000
$36,000

$78,240
Amt.
Per
Man
Day(s)

Total
Man
Day(s
)

$640

15

$9,600

Human Resource Management

$640

10

$6,400

Sales / A/R

$640

15

$9,600

Customer Relationship Management

$640

15

$9,600

Purchases / A/P

$640

15

$9,600

Warehouse / Inventory

$640

20

$12,800

Professional Services for Odoo Configuration,


Customisation, Development and Training
Acivity 1 - Requirements Gathering Workshop
- Businetss Process Analysis and Review
- Project Management of Ongoing Activities
- Finalising of Blue Print

Activity 2 - Setup of OpenERP Standard Modules

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Activity 3 Customised Modules


Customised Health Care Module For 12 Sites (PPP)

$640

48

$30,720

Customised Health Care Module For 1 Site /


Appointment Booking (Paragon)

$640

60

$38,400

E-Commerce

$640

15

$9,600

Mobile Application

$640

15

$9,600

Data Import & Testing (Data Migration)


- Setup and Configuration of FRICE (Forms, Reports,
Interface, Conversion, Enhancement) for 40
customised Reports
Training - OpenERP User/System Training
- Functional User Training

$640

20

$12,800

$640

40

$25,600

$640

10

$6,400

$640

$3,200

303

$193,920.00

- Post Implementation Review


5 Days Hand holding Period
Professional Services Total (Man Days)
TOTAL CAPEX / OPEX

$265,920.00
Total Investment Cost

$6240.00

$272,160.00

Section SIX AMOUNT AND PAYMENT METHOD


Payment

Milestone

Amount ($SGD)

Deposit upon sigining of agreement (20% of Total CAPEX & OPEX


COST)
Upon completion of Phase 1 (30% of total remaining CAPEX &
OPEX Cost)
Upon completion of Phase 2 (30% of total remaining CAPEX &
OPEX Cost)
Upon completion of Phase 3 (10% of total remainig CAPEX & OPEX
Cost)
Upon signing and agreement of user acceptance test (10 % of
Remaining CAPEX & OPEX COST)

$54,432.00

2
3
4
5
Total

$81,648.00
$81,648.00
$27,216.00
$27,216.00
$272,160.00

Section Seven FORCE MAJEURE


Introduction
Force majeure refers to events such as wars, fires, typhoons, floods, earthquakes, or other
events that one regarded by both parties to be force majeure events. The confirmation of a
force majeure event must be based on legally valid supporting documents that are provided
by an authoritative body jointly recognized by both parties.
Postponement period

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If either party is forced to suspend or postpone the contract performance due to force
majeure event, the contract performance will be correspondingly delayed, and the
Postponement period will equal to the time when the force majeure event is in effect

Section Eight CONFIDENTIALITY


Both parties unanimously agree that, while during the course of this proposal or at any time
afterwards in the case of its acceptance or dismissal, either party will keep strictly
confidential all the information regarding issues, business, or operations pertaining to the
other party and the information provided by BAYLOR & HUDSON CONSULTANCY PTE.
LTD.
8.1 Except with the authorization of the company or due to the need for related parties to
conduct operations, neither party may disclose any confidential information at any time to
any person. Both parties further agree not to turn over any confidential information to any
person, unless with the written consent of the other party or due to a reasonable need of one
party to fulfil its obligations. Both parties agree not to copy or transcribe confidential
information.
This clause does not apply to the contents listed below:
8.1.1 Contents that are public knowledge or that are in the category of common knowledge;
8.1.2 Contents that are public knowledge due to publications or other reasons (excluding
unauthorized actions or negligence), and that have become common knowledge;
8.1.3 Contents provided by any third party without restrictions, for which contents the said
third party has no express or implicit obligations to keep confidential;
8.1.4 Contents that are required by law to be disclosed to any institution or organisation.

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Section NINE TERMINATION and DEFAULT


9.1 Either party may terminate this Contract forthwith by written notice to the other effective
from the date of service of such notice if:
(a)

there is a breach by the other party of any provision of the Contract which
expressly entitles the party not in breach to terminate the Contract.

(b)

there is a material or persistent breach by the other party of any other term of
the Contract, which is not remediable, or if it is remediable has not been
remedied within 30 days of the service of written notice to the defaulting party
specifying the breach and requiring it to be remedied.

9.2 On termination other than for the default of the Vendor, the client shall pay to the vendor
the proportion of the fees payable in respect of the materials supplied and/or services
performed by the vendor up to the date of termination together with the costs of the
commitments already entered into by the Vendor at the date of termination of the Contract
less the amount of any payments already made to the vendor up to the date of termination. If
the amount of payments already made to the Vendor at the date of termination exceeds the
sum due to the vendor under this sub-Clause then the vendor shall repay the balance due to
the Client. Any such payment shall be in full satisfaction of the Vendor 's rights to payment,
compensation or damages in respect of the termination or the breach of Contract giving rise
to the right of termination.
9.3 On payment of the sum due under sub-Clause 9.2 above the Vendor shall transfer to the
Client the benefit of all work done and the property in all materials supplied by the Vendor or
its sub-vendors in the performance of the Contract up to the date of termination which benefit
shall include any rights in any licensed or developed software and licensed firmware so far
as the rights in the same have already accrued to the Client under the Contract or will do so
on the payment under sub-Clause 2 above.
9.4 If the Contract is terminated by reason of the default of the Vendor the Client shall
be entitled to the like benefits and ownership of materials as are stated in sub-Clause 9.3
above. The Client shall only pay to the Vendor the proportion of the fees payable in respect
of the work done and/or services performed by the Vendor up to the date of termination after
deduction of payments already made to the Vendor, the costs reasonably incurred by the
Client in obtaining the completion of the work to be performed under the Contract by others
and any damages which may be payable by the Vendor in respect of the termination or the
breach of the Contract giving rise to the right to termination. If the amount due to the Vendor

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is less than the amount which the Client is entitled to deduct then the Vendor shall pay the
balance to the Client.

Section TEN Odoo Licensing


10.1) AGPLv3
Odoo is released under version 3 of the GNU Affero General Public License (also known
as AGPLv3), from the Free Software Foundation. The AGPLv3 is the most advanced
copyleft license for software, specifically designed to ensure cooperation with the community
also in the case of network-based software interactions.
Most software licenses are designed to take away freedom to share and change the
software. By contrast, the General Public Licenses from the Free Software Foundation are
intended to guarantee freedom to share and change all versions of a program -- to make
sure it remains free software for all its users.
10.2) Exception for Private Use
While Odoo is 100% committed to Open Source, we understand that end-users may
sometimes require to use private software. To address this need, Odoo Enterprise comes
with a special additional permission, granted to each subscriber of Odoo Enterprise, but
exclusively in the context of private use. This additional permission allows to make private
Odoo modules/apps without being bound by section 13 of AGPLv3, thus without being
required to give the source code to all the users of the system.
However, this permission is only valid under very strict conditions, and is automatically
removed as soon as a private module is distributed, keeping the spirit of Section 7 of the
AGPL.
This exception comes in the form of the special License OpenERP AGPL + Private Use, as
included below:
OpenERP AGPL + Private Use License
Version 1, June 2011, 21rst
Copyright 2011 OpenERP S.A. <http://www.openerp.com>
Everyone is permitted to copy and distribute verbatim copies of this license document, but
changing it is not allowed.

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Aesthetic Medical Partners Pte Ltd Proposal & Agreement (Client Confidential)

This version of the "OpenERP AGPL + Private Use License" incorporates the terms and
conditions of version 3 of the GNU Affero General Public License, supplemented by the
additional permissions listed below.
1. Additional Definitions.
As used herein, this License refers to version 1 of the "OpenERP AGPL + Private Use
License", and the GNU AGPL refers to version 3 of the GNU Affero General Public License.
As defined in the GNU AGPL, "The Program" refers to any copyrightable work licensed under
this License. In the context of this License, the Program refers to OpenERP including all its
components: client programs, server system, modules, etc. "OpenERP modules" are
extensions to the Program that can be activated separately.
1. Exception to section 13 of the GNU AGPL.
Notwithstanding other provisions of the GNU AGPL License, you may run, modify or extend
the Program (i.e. make covered work), without having to offer all users an opportunity to
receive the Corresponding Source of your version, provided that all of the following
conditions are met:

a. You have received written permission to do so from the original licensor of the
Program, OpenERP S.A.
b. You do not convey the covered work.

If any of the above conditions are not met, this section does not apply anymore, and the
original terms of the GNU AGPL License apply, in particular section 13.
2. Automatic Licensing of Downstream Recipients under GNU AGPL.
Each time you convey a covered work, the recipient automatically receives a license from the
original licensor, OpenERP S.A, to run, modify and propagate that work, subject to the GNU
AGPL License, not this License. The additional permissions granted to you by this License
also ceases to apply immediately, as specified in section 1.
In accordance with section 7 of GNU AGPL, the additional permissions of this License may
also be removed by anyone who receives a copy of a covered work, going back to the
original terms of the GNU AGPL license.
3. Revised Versions of the "OpenERP AGPL + Private Use" License.
OpenERP S.A. may publish revised and/or new versions of the "OpenERP AGPL + Private
Use" License from time to time. Such new versions will be similar in spirit to the present
version, but may differ in detail to address new problems or concerns.
Each version is given a distinguishing version number. If the Program specifies that a certain
numbered version of the "OpenERP AGPL + Private Use" License "or any later version"
applies to it, you have the option of following the terms and conditions either of that
numbered version or of any later version published by OpenERP S.A. If the Program does

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Aesthetic Medical Partners Pte Ltd Proposal & Agreement (Client Confidential)

not specify a version number of the "OpenERP AGPL + Private Use" License, you may
choose any version ever published by OpenERP S.A.
If the Program specifies that a proxy can decide which future versions of the "OpenERP
AGPL + Private Use" License can be used, that proxy's public statement of acceptance of a
version permanently authorizes you to choose that version for the Program.
Later license versions may give you additional or different permissions. However, no
additional obligations are imposed on any author or copyright holder as a result of your
choosing to follow a later version.

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Aesthetic Medical Partners Pte Ltd Proposal & Agreement (Client Confidential)

Section Eleven PATENTS AND INTELLECTUAL PROPERTY RIGHTS


11.1 Both contracting parties will be responsible for protection of the patents and trademarks
of their respective products if applicable.
11.2 BAYLOR & HUDSON CONSULTANCY PTE. LTD. guarantees that the system provided
to the Client for use under this project is subject to claims or legal proceedings filed by a third
party concerning infringements of its patents trademarks, industrial designs, or other
protected rights. All disputes that consequently arise will be handled by BAYLOR & HUDSON
CONSULTANCY PTE. LTD.
11.3 The Odoo Version 8.0 system configured by BAYLOR & HUDSON CONSULTANCY
PTE. LTD. in this project will be solely under the non-transferrable ownership to the Client.
11.4 Proprietary technology (Customised Modules) pertaining to the software is owned by
BAYLOR & HUDSON CONSULTANCY PTE. LTD and the ownership or naming rights to the
software are not transferred to the Client. The Client, without written consent of BAYLOR &
HUDSON CONSULTANCY PTE.LTD, will not sell or transfer or lease the system or any of its
components to a third party.
11.5 Section (11.4) of this agreement does not limit Aesthetic Medicals Partners Pte. Ltd.
rights to further enhance or develop any modules for internal purposes.

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Aesthetic Medical Partners Pte Ltd Proposal & Agreement (Client Confidential)

Section Twelve Signing


By signing below, AESTHETIC MEDICAL PARTNERS PTE. LTD. represents and
acknowledges to BAYLOR & HUDSON CONSULTANCY PTE. LTD. that it has read and
understood this Agreement, agrees to all the terms and conditions specified herein, and
further, that the person signing on its behalf is authorised to do so. This Agreement may be
executed in counterparts.

AESTHETIC MEDICAL PARTNERS PTE. LTD.

BAYLOR & HUDSON CONSULTANCY PTE. LTD.

_________________________
Authorised Signature / Date

_________________________
Acknowledged By/Date

_________________________
Name/Designation

_________________________
Name/Designation

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