Commercial contracts · Technology commercial team, in-house counsel
Review a reseller agreement governed by Singapore law
A London software business is appointing a reseller in Singapore and the reseller has proposed its own local paper. The review covers appointment scope, customer data handling and termination, and states plainly how the research was sourced.
- First draft
- A structured review comes back from one run, in time for the Singapore team's morning call.
The problem
Step 01 of 05
Set the jurisdiction and say what that means
The matter records Singapore. The run panel notes that research will draw on ranked open-web sources for this jurisdiction and that the gates still apply to every citation.
Project Halcyon: SPA warranties and disclosure
Buy-side warranty review, disclosure analysis and cited due-diligence grid.
- Client
- Halcyon Bidco Ltd
- Reference
- WC-2026-0412
- Practice area
- Corporate / M&A
- Jurisdiction
- England and Wales
- Responsible partner
- E. Vance
No conflict check on file.Chat, on this matter
Compare warranties with the disclosure letter.
Three high-priority exceptions require action: the unregistered charge, the change-of-control right and the tribunal claim.
Send a message… (@ to mention tools)BalancedPrepare for- 25 Aug
Disclosure exceptions matrix
Chat
- 21 Aug
Disclosure exceptions matrix
Run · completed · 560 credits
- 18 Aug
Project Halcyon: Disclosure Letter
Document · indexed
- 16 Aug
Project Halcyon: Share Purchase Agreement
Document · indexed
- 4 Aug
Matter opened
Opened
Step 02 of 05
Review the appointment and territory
Prepare for: Work-Stream Memo. The exclusivity grant is read against the vendor's existing partner list, which is uploaded alongside the agreement.
Agent
Jurisdiction
Prepare for
Deliver as
Instruction
What should the agent look for?Documents
Drop a contract, or pick one from the matter
Also on the matter
- Offer_letter_v3.pdf2 pages
- Staff_handbook_2025.docx61 pages
- Board_minute_14_Aug.pdf3 pages
Platform model · zero data retention · audit register onStep 03 of 05
Read the data handling clauses
The Privacy & Data Protection Agent covers consent, notification and the reseller's role in respect of end customer data, and separates what local law requires from what the contract adds.
6 items need your confirmation14 authorities · Where we lookedSenior Associate Employment Contract: English Law Review
Summary
- 1.
Clause 9(c), non-competeHigh
The 12-month prohibition on working for any law firm anywhere in the UK, Ireland or EU, in any capacity, is almost certainly wider than reasonably necessary and therefore unlikely to be enforceable.
Tillman v Egon Zehnder Ltd [2019] UKSC 32 - 2.
Clause 11, data and monitoringHigh
Blanket contractual consent is not an adequate basis for general employment processing, special-category data or unrestricted monitoring.
UK GDPR, Arts 6 and 9 - 3.
Clause 4, holiday carry-overHigh
The unconditional five-day cap conflicts with mandatory carry-over rights where sickness, statutory leave or employer failure prevents leave being taken.
Working Time Regulations 1998, regs 13 to 13A
- 1.
Step 04 of 05
Check the termination position
Termination for convenience, the run-off on existing customer subscriptions and what happens to the reseller's customer relationships are set out as one sequence.
6 items need your confirmation14 authorities · Where we lookedSenior Associate Employment Contract: English Law Review
Summary
- 1.
Clause 9(c), non-competeHigh
The 12-month prohibition on working for any law firm anywhere in the UK, Ireland or EU, in any capacity, is almost certainly wider than reasonably necessary and therefore unlikely to be enforceable.
Tillman v Egon Zehnder Ltd [2019] UKSC 32 - 2.
Clause 11, data and monitoringHigh
Blanket contractual consent is not an adequate basis for general employment processing, special-category data or unrestricted monitoring.
UK GDPR, Arts 6 and 9 - 3.
Clause 4, holiday carry-overHigh
The unconditional five-day cap conflicts with mandatory carry-over rights where sickness, statutory leave or employer failure prevents leave being taken.
Working Time Regulations 1998, regs 13 to 13A
- 1.
Step 05 of 05
Sign off with the sourcing note
The partner confirms that the memo carries its sourcing label and that Where we looked shows each source with its rank, then downloads the Word file.
# Reference Source Verdict 1 Tillman v Egon Zehnder Ltd
[2019] UKSC 32— not yet checked 2 Working Time Regulations 1998
SI 1998/1833, regs 4 to 5, 10 to 14— not yet checked 3 Coppage v Safety Net Security Ltd
[2013] EWCA Civ 1176— not yet checked 4 UK GDPR, Articles 6 and 9
Retained Regulation (EU) 2016/679— not yet checked 5 Employment Rights Act 1996, s 1
c 18— not yet checked 6 Harlow v Artemis International
[2008] EWHC 1126 (QB)— not yet checked
What comes back
A document, not a transcript.
- An overlap analysis between the proposed exclusive territory and the vendor's existing partner commitments.
- A data handling section separating statutory obligations from contractual ones, with the reseller's role stated.
- A termination sequence covering convenience, subscription run-off and customer continuity.
- A sourcing note on the face of the memo describing how the research for this jurisdiction was ranked.
Authorities it checks
- Personal Data Protection Act 2012 (Singapore)
- Electronic Transactions Act 2010 (Singapore)
What it does not do
- Research for this jurisdiction runs at open-web quality with the same gates; the memo says so. Verified source lists cover the UK, Ireland, the EU and the ECHR today.
- It does not sign off on Singapore regulatory questions that need local counsel, and it names which those are.
- It does not negotiate with the reseller or send the mark-up.