VDC.cloud Professional Services Engagement Agreement

1. Purpose

This Engagement Agreement sets out the terms under which VDC.cloud Professional Services Ltd / VDC.cloud Professional Services Asia Pte. Ltd (“VDC.cloud”) delivers cloud consultancy services to clients and associate limited companies (“Client”). Individual Statements of Work (SoWs) issued under this Agreement shall form part of and be bound by these terms.

2. Services

VDC.cloud shall provide cloud consultancy services as defined in individual SoWs, which may include:

• Multi-Cloud Networking and Security Architecture
• Zero Trust Network Segmentation and Strategy
• AI and Automation Integration
• Microsoft 365 Licensing and Security Support
• SaaS Security and Backup Solutions

3. Term

This Agreement shall commence on the Effective Date and continue until terminated by either party with 30 day's written notice, or upon completion of all active SoWs.

4. Statements of Work (SoW)

Each SoW:

• Shall be in writing and signed by both parties
• Will include project scope, deliverables, fees, schedule, and key contacts
• Is governed by the terms of this Agreement

5. Fees and Payment

• Fees shall be outlined in each SoW and invoiced accordingly
• Payment terms: [Insert e.g., Net 14/30 days from date of invoice]
• Additional costs must be approved by the Client in writing

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared in connection with the engagement. Obligations shall survive termination for a period of two (2) years.

7. Data Protection

Each party shall comply with applicable data protection laws including the UK GDPR and Singapore PDPA. VDC.cloud shall act as a data processor when handling client data.

8. Intellectual Property

Unless stated otherwise in the SoW:

• Pre-existing IP remains the property of the originating party
• Deliverables created for the Client will be assigned or licensed as agreed in the SoW

9. Liability

VDC.cloud's total liability for any claim under this Agreement shall not exceed the total fees paid by the Client under the applicable SoW.

10. Termination

Either party may terminate for breach with 14 day's notice if the breach is not remedied. Upon termination, VDC.cloud will deliver all completed work and return or delete client data as instructed.

11. Governing Law

This Agreement shall be governed by the laws of:

• United Kingdom
• Singapore
• Other: __________________________

Signatures