1. Definitions and Interpretations In this Agreement, the following words, expressions and abbreviations shall have the following meanings, unless the context otherwise requires: a) Affiliate: any business entity from time to time, directly or indirectly, controlling, controlled by, or under common control with, either party. b) Authorized User: any employee, contractors, consultants, officer of or any other person related to Licensee or any of its Affiliates. c) “Bug Fixes” shall mean the emergency repair of any system operation that does not comply with current approved system specifications provided to the Licensee by Disprz. This includes system errors, ‘hung’ or halted screens, or unexpected results within the system that render it unusable for the purpose for which it was designed and licensed by Disprz; d) “Business Day” shall mean any day (other than Saturday and Sunday) on which the clearing banks are open for business in the territory of India; e) “Cloud” shall mean the Software owned and managed by Disprz and as of the date of the agreement deployed in Microsoft’s Azure data centres worldwide and which may include other cloud platforms utilized by Disprz from time-to-time; f) “Confidential Information” shall mean any information disclosed by either Party to the other Party that (a) is in written, graphic, machine readable or other tangible form and is marked “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature, or (b) in the case of oral or visual disclosure is identified as confidential at the time of disclosure and reduced to tangible form, marked as confidential, and provided to the receiving Party within a reasonable time not to exceed 30 (thirty) days, or (c) under the circumstances, should, in good faith, be considered to be confidential. Notwithstanding the foregoing, all technology or proprietary information relating to the Software belonging to Disprz shall be deemed Confidential Information of Disprz, without any need for designating the same as confidential or proprietary; and all technology or proprietary information underlying the Licensee Data and User Content, shall be deemed Confidential Information of Licensee without any need for designating the same as confidential or proprietary; g) “Documentation” shall mean the documents made available to the Licensee/Authorized Users by or on behalf of Disprz via www.Disprz.net or other websites owned by Disprz or through the Cloud or through physical or soft copies, from time to time; h) “Force Majeure” shall mean an act of God, war, civil disturbance, strike, lockout, act of terrorism, flood, fire, explosion or legislation or restriction by any government or other authority, or any other similar circumstance beyond the control of any Party, which has the effect of wholly or partially suspending the obligations hereunder, of the Party concerned during the continuance and to the extent of such prevention, interruption or hindrance; i) “Intellectual Property Rights”) shall mean:  patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world. j) “Licensee Data” shall mean all data created by or, in any way, originating from the Licensee or any of the Authorized Users, and all data that is the output of computer processing or other electronic manipulation of any data created by or, in any way, originated from the Licensee or any of the Authorized Users; k) “Software”) means certain software developed by Disprz the specifics of which are detailed in Annexure B to this Agreement; l) “Term’ shall mean the term of this Agreement as stated in clause 8; m) “User Content” shall mean all User accounts and User data associated in any manner with the Licensee and its operations; 2. License grant, usage rights and restrictions 2.1. Disprz hereby grants the Licensee and its Affiliates a limited, non-exclusive, non-transferable license to use the Software and access the Cloud provided that: a) The Licensee complies with the terms of this Agreement; b) The Licensee ensures that Authorized Users who use the Software comply with the terms and conditions of this Agreement. 2.2. This Agreement only gives the Licensee, its Affiliates and all Authorized Users certain limited rights to use the Software during the Term. Disprz reserves all other rights over the Software. 2.3. The Licensee shall not: a) reverse assemble, reverse compile, otherwise translate, or reverse engineer the Software; b) sublicense, sell, rent, or lease the Software otherwise than as permitted by this Agreement; c) use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; d) remove, minimize, block or modify any logos, trademarks, copyright, digital watermarks, or other notices of Disprz or its suppliers that are included in the Software, including any content made available to the Licensee through such Software; 2.4. Right to access the Software does not give the Licensee any right to implement Disprz’s patents or other Intellectual Property in any ancillary software or devices that are used to access the Software. 3. Delivery, Installation and Access 3.1. Disprz will deliver and provide access to the Software to the Licensee on the Effective Date. 3.2. The Software shall be installed and maintained on the Cloud by Disprz, and will be accessible by the Licensee, its Affiliates and the Authorized Users, as per the terms and conditions laid out in this Agreement. 3.3. Access to the Software is subject to the payment of License Fee by the Licensee. 3.4. In the event of any unauthorised use of the Software, where such use is attributable to the act or omission of the Licensee or its employees and/or representatives, without prejudice to Disprz’s other rights and remedies, the Licensee shall be liable to pay to Disprz an amount equal to the fees (calculated on the basis of Disprz’s standard practice and rate) that would be payable had such use been properly licensed from the beginning of the unauthorised use. 4. Responsibilities of the Licensee 4.1. The Licensee shall: a) be responsible for Authorized Users’ compliance with this Agreement; b) be solely responsible for the accuracy, quality, integrity and legality of the Licensee Data and of the means by which such Licensee Data is acquired; c) use commercially reasonable efforts to prevent unauthorized access to or use of the Software; and d) use the Software only in accordance with the Documentation made available by Disprz. 5. License fee and payments 5.1. In consideration of Disprz providing the Licensee, the Software, the Licensee agrees to pay Disprz, a license fee (the “License Fee”), the details of which are outlined in Annexure A to this Agreement. 5.2. The License Fee will be invoiced by Disprz in line with Annexure A. Invoices in line with Annexure A by and shall be payable by the Licensee within 30 days of the receipt of such invoice. 5.3. If Disprz has not received payment within 30 days after receipt the invoice, then without prejudice to any other rights and remedies of Disprz: a) Disprz may, without any liability to the Licensee, disable the Licensee’s password, account and access to all or part of the Software and Disprz shall be under no obligation to provide any access to the Software or Documentation while the invoice(s) concerned remain unpaid; and b) Interest shall accrue on such due amounts at an annual rate equal to 1% per 30 days delay, commencing on the due date and continuing until such due amounts have been fully paid by the Licensee. 5.4. In the event that the Licensee is desirous of increasing this number of Authorized Users accessing the Software, the Licensee will be required to purchase appropriate add-on user pack entitlements for these additional Authorized Users. Authorized User subscriptions cannot be shared among multiple users. 6. Maintenance Support and Service Levels 6.1. Disprz shall provide maintenance services to the Licensee (the “Maintenance Services”) to assist the Licensee in the implementation, usage and proper functioning of the Software subject to the payment of the License Fee , as outlined in Annexure A. 6.2. Apart from enhancements, Bug Fixes and improvements provided by Disprz, the following services shall be included in the Maintenance Services: a) Assistance with queries on implementation, operation, day-to-day usage and recommended configuration for smooth operation of the Software. b) User, configuration and admin training at the time of installation of the Software, as provided in Clause 7 (Training Services) of this Agreement. However, if future training of any kind is required by the Licensee, the same may be provided at an additional cost which shall be mutually agreed upon. c) Assistance with the interpretation of the Documentation provided to the Licensee by Disprz, if any. d) E-mail and telephone support for any other issues relating to rights Licensee, Affiliates or Authorized Users under this Agreement during normal business hours. However, the Licensee acknowledges that this does not mean that Disprz staff is on-call during this period. 6.3. The Licensee agrees that this Agreement applies only to the Software functionality available at the time of signing of the Agreement and does not cover any feature functionality planned for release at a future date, unless expressly set out in Annexure B. Enhancements to the existing features of the Software subscribed by the Licensee shall be made available at no additional charge. However, for any new feature or functionality being released with respect to the Software, which is not a part of this Agreement, Disprz reserves the right to make it available at an additional fee. The Licensee will have access to the new features for the Software subscribed only after such additional fee. 6.4. Disprz is not responsible for providing Maintenance Services relating to any additions and/or modifications made to the Software by the Licensee, or by any third party not authorized or requested to do so by Disprz. Any issues arising out of such additions and/or modifications shall not be covered by the Maintenance Services contemplated by this Agreement. Service for the same, if any, shall be provided through a separate agreement between Disprz and the Licensee, and the Licensee acknowledges that it shall be charged separately for the same. 6.5. Maintenance Services shall be categorized in service levels as follows (the ‘Service Levels’): a) Service Level 1: “Severe Issue” i. This shall mean that the issue of the Licensee with regard to the Software and the requirement of Bug Fixes, improvements and/or enhancements, requires immediate attention as the Software issue affects business continuity of the Licensee. ii. Disprz acknowledges the urgency of a Severe Issue and warrants that such an issue shall be addressed and/or fixed and / or a workaround provided within one (1) Business Day. b) Service Level 2: “Moderate Issue” i. This shall mean that the issue of the Licensee with regard to the Software and the requirement of Bug Fixes, improvements and/or enhancements, requires attention but the Software issue does not affect business continuity of the Licensee. ii. In the event of a Moderate Issue, Disprz shall address and/or fix such an issue within seven (7) Business Days. c) Service Level 3: “Minor Issue” i. This shall mean that the issue of the Licensee with regard to the Software and the requirement of Bug Fixes, improvements and/or enhancements, does not affect business continuity but is related to a feature request by the Licensee . ii. In the event of a Minor Issue, Disprz shall address and/or fix as per a mutually agreed product roadmap. 6.6. The Licensee shall supply by email to Disprz a detailed description of any Severe Issue requiring Services within the Service Level 1 above and the circumstances in which the issue arose. 6.7. For the avoidance of doubt, the Parties agree that the Maintenance Services and Service Levels shall not include the diagnosis and rectification of any fault resulting from: a) the failure by the Licensee to implement recommendations in respect of or solutions to faults previously advised by Disprz; b) any material breach by the Licensee of any of its material obligations under this Agreement; 6.8. In addition to the above, the following services shall not be provided as Maintenance Services: a) Evaluation of new software and/or hardware: Evaluation or approval of new software and/or hardware for use by the Licensee, including systems developed by third parties. 6.9. Notwithstanding the foregoing and that the fault results from any of the circumstances described above, Disprz, at its sole discretion, may provide appropriate Maintenance Services to the Licensee upon the levy of additional charges agreed upon by both Parties.. 6.10. Disprz will promptly notify Licensee of any security breach or potential security breach which may impact MyAcademy, any other services or Licensee's or its Affiliate’s reputation, business, customers, systems, customer data or service records. 6.11. 7. Training 7.1. Disprz shall provide to the Licensee, commencing upon the Effective Date of this Agreement, certain training services, to be included in the License Fee as stated in Annexure A. 7.2. Any additional training services requested by the Licensee shall be provided by Disprz for additional charges levied on the basis set out in this Agreement. 8. Term 8.1. This Agreement will commence on the Effective Date above and will continue in effect for 3 years and can thereafter be renewed for such renewed period as may be agreed to by the Parties from time to time (together the ‘Term’). 8.2. Disprz shall notify the Licensee at least 60 days prior to the last day of the Term for possible renewal of this Agreement, with a follow-up reminder at least 30 Days prior to the last day of the Term. 8.3. Either Party may notify the other Party at least 30 Days prior to the expiration of the Term as to whether the notifying Party desires to renew this Agreement on revised terms and conditions. Pursuant to such notice, renewal shall take effect only if both Parties agree to the revised terms and conditions in writing. If the Parties are unable to agree on the terms and conditions of any renewal, this Agreement shall terminate upon expiry of the Term without any further action required to be taken by either Party. 9. Termination 9.1. Either Party may terminate this Agreement at any time with a notice period of 60 days. 9.2. In the event the Licensee terminates this Agreement prior to the end of the Term for reasons other than breach of this Agreement by Disprz, the Licensee shall not be entitled to a refund of the License Fee. In case of termination of Agreement due to breach by Disprz the License Fee is refundable on a pro-rata basis. 9.3. In the event the Agreement is terminated for any reason by either Party, the Licensee agrees to promptly discontinue use of the Software and to destroy all copies of the Software on the date of termination. Any terms of this Agreement that, by their nature, extend beyond termination of this Agreement remain in effect for the benefit of both Parties. 9.4. Disprz reserves the right to terminate this Agreement, with a prior notice of 30 days, and suspend the use of the Software, in the event of non-payment of the License Fee by the Licensee and the Licensee has failed to pay the License Fee within 30 days after receiving written notice requiring it to do so. 9.5. If the use of the Software is suspended due to non-payment by the Licensee, the same shall be re-instated if the Licensee makes the necessary payment to Disprz.. 10. Consequences upon Termination 10.1. Upon expiry of the Term or on any earlier termination (for whatever reason) Disprz shall forthwith cease to provide access to the Software to the Licensee or any of the Authorised Users. 10.2. Upon termination of this Agreement, any rights or authority granted by either Party to the other Party shall terminate with immediate effect and all payments accrued before or on the Effective Date of termination will become immediately due and payable. 10.3. The accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced in any manner. 11. Intellectual Property Rights 11.1. Subject to the limited rights expressly granted hereunder, Disprz reserves all rights, title and interest in and to the Software, including all related Intellectual Property Rights. The Licensee acknowledges that Disprz is, and shall be the sole owner of all Intellectual Property Rights in and to any solutions, analytical applications and/or products that have been developed by Disprz. No rights are granted to the Licensee hereunder other than as expressly set forth herein. 11.2. Disprz acknowledges that any Intellectual Property already owned by the Licensee and residing on the platform of the Software by virtue of the Licensee having inserted it, shall remain the sole property of the Licensee, as Licensee Developments. 11.3. The Licensee further acknowledges all Intellectual Property in any corrections, enhancements, updates, modifications, versions, translations or any derivatives of the Programs shall remain the property of Disprz, as Licensor developments. 11.4. The Licensee shall be the sole owner of all Intellectual Property in and to any content developed by the Licensee using the Disprz Software. 11.5. The Parties recognize that all third party Intellectual Property Rights are the exclusive property of their respective owners. Each Party shall inform the other Party of any third party Intellectual Property Rights that may be required under the terms of this Agreement. Under such circumstances, both Parties shall seek to procure appropriate licenses to use such third party Intellectual Property Rights from the owner of such third party Intellectual Property Rights, and shall agree on the manner in which the costs of such licenses shall be born. 12. Intellectual property rights indemnity   12.1. All Intellectual Property Rights in the Software belong, and shall belong, to Disprz. 12.2. Disprz undertakes to defend the Licensee from and against any claim or action that the possession, use, development, modification or maintenance of the Software (or any part thereof) infringes the Intellectual Property Rights of a third party (a ‘Claim’) and shall fully indemnify and hold harmless the Licensee from and against any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against the Licensee as a result of, or in connection with, any such Claim. 12.3. If any third party makes a Claim, or notifies an intention to make a Claim against the Licensee, the Licensee shall:   (a)   give written notice of the Claim to Disprz, specifying the nature of the Claim in reasonable detail; and   (b)  not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Disprz (such consent not to be unreasonably conditioned, withheld or delayed);   12.4. If any Claim is made, or in the Disprz’s reasonable opinion is likely to be made, against the Licensee, Disprz may, at its sole option and expense:   (a)  procure for Licensee the right to continue using, developing, modifying or maintaining the Software (or any part thereof) in accordance with the terms of this Agreement;   (b)  modify the Software so that it ceases to be infringing;   (c)  replace the Software with non-infringing software; or   (d)  repay to Licensee all sums which Licensee has paid to Disprz under this Agreement, provided that if Disprz modifies or replaces the Software, the modified or replacement Software must comply with the warranties contained this Agreement and Licensee shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of this Agreement been references to the date on which such modification or replacement was made. 13. Confidentiality 13.1. Each Party may be given access to Confidential Information (whether communicated orally, in writing, in electronic form or otherwise) from the other Party concerning the business and affairs of the other Party. 13.2. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”. 13.3. Both Parties agree to hold all Confidential Information of the other in trust and confidence, as they would their own confidential information. The Parties will not disclose Confidential Information of the other except to those of its respective Affiliates, employees, vendors, agents, consultants, Affiliates, sub-contractors, advisors and legal counsel, as may be required to carry out or enforce the terms and conditions of this Agreement. 13.4. The Receiving Party shall not, and shall ensure that its Affiliates, employees, agents, consultants, sub-contractors and professional advisers shall not, during the term of this Agreement or thereafter, disclose to any person or use, copy, adapt or alter for any purpose any Confidential Information obtained by it from the Disclosing Party, without the prior written consent of the Disclosing Party, and shall minimize the risk of unauthorized disclosure or use of such Confidential Information. 13.5. The Receiving Party shall ensure that its Affiliates, employees, agents, consultants, sub-contractors and professional advisers strictly adhere to the terms of this Agreement and the Receiving Party shall be responsible for any breach of this Agreement by any of them and shall indemnify the Disclosing Party in respect of all damages (including, but not limited to, legal costs) which may directly or indirectly arise from the unauthorised disclosure of Confidential Information. 13.6. Neither Party shall be under an obligation to keep information confidential if it can demonstrate that the information: a) was publicly available or generally known to the public at the time of disclosure or has subsequently entered into the public domain, except as a result of a breach of this Agreement; or b) was already in the Receiving Party’s possession from another source not related to a Party under this Agreement prior to the disclosure by the Disclosing Party and thus, the Receiving Party was not under any obligation of confidentiality in respect of the same. 13.7. The following circumstances shall not constitute a breach of the obligations of confidentiality set out in this Clause 13 by the Receiving Party, where Confidential Information is disclosed: a) to the Receiving Party’s employees, agents, sub-contractors and professional advisers to the extent necessary to enable the Receiving Party to exercise its rights and perform its obligations under the Agreement, provided that such employees, agents, sub-contractors and professional advisers are bound by confidentiality obligations on terms no less onerous than the ones contained in this Agreement; b) if, and to the extent, it is required to do so by any law or regulation or Order by any court, Governmental Authority or regulatory agency or authority, provided that, to the extent that it is permitted to do so, the Receiving Party: i. provides the Disclosing Party(s) with prompt notice of such request, and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information; and ii. co-operates with the Disclosing Party(s) and uses all reasonable endeavours to avoid or limit disclosure. 13.8. The Parties agree that disclosure or use of Confidential Information in breach of this clause may give rise to irreparable harm to the injured party and acknowledge that remedies other than injunctive relief may not be adequate. Accordingly, each Party has the right to seek the remedies of injunction, specific performance and/or other equitable relief for any threatened or actual breach of this clause, as well as to seek appropriate monetary damages. 13.9. The provisions of this clause shall survive the termination and/or expiry of this Agreement. 14. Warranties     14.1. Disprz warrants that:   (a) it has the right to enter into this license and to grant to the Licensee a license or sub-license to use the Software as contemplated by this Agreement;   (b) the Software will conform in all material respects to the specification in Annexure [.] and be free from defects; and   (c) the Software is free from viruses and other malicious code.   15. Indemnification 15.1. Each Party shall indemnify, defend and hold the other Party and its officers, directors, employees, agents, successors and assigns harmless from and against all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses arising from such Party’s breach of the obligations and warranties under this Agreement. 15.2. The indemnifying Party is permitted to control fully the defense and any settlement of any such claim as long as such settlement shall not include a financial obligation on the other Party. In the event that the other Party declines the indemnifying Party’s offered defense, or otherwise fails to cede full control of the defense to the indemnifying Party’s designated counsel, the indemnified Party will be deemed to have waived the indemnifying Party’s obligations under this clause. 16. Limitation of Liability 16.1. In no event shall either Party’s liability arising out of or related to this Agreement, whether in contract, or under any other theory of liability, exceed three times the total amount paid by the Licensee hereunder in the twelve (12) month period immediately preceding the event giving rise to the claim. The foregoing shall not limit the Licensee’s payment obligations under clause 5 of this Agreement or Disprz’ liability under clauses 12, 13 and 14 of this Agreement or Disprz’ liability under the data processing agreement attached to this Agreement as annexure C. 16.2. The foregoing limitations of liability and exclusions from liability set forth in this clause shall not apply in cases of gross negligence or wilful misconduct. 17. Security 17.1. Disprz shall develop, implement and maintain, a comprehensive written information security program that requires the Disprz to implement appropriate organizational, technical, administrative, and physical security measures and safeguards to protect data processed in relation to this Agreement against threats to their security, confidentiality or integrity. 17.2. Disprz will properly embed security throughout the Software, Cloud, its systems and in its software development life cycle (SDLC), including the use of secure libraries, different access codes and saving data in encrypted files. If required by Licensee, Disprz will provide Licensee with detailed information about the security measures taken. 17.3. Disprz must develop and implement security controls which will have to be applied to the Software, Cloud and other platforms of Disprz. These security controls must include patching, antivirus updates, hardening and strong access control. Disprz must also develop and implement quality assurance and internal controls, including implementing tools and methodologies, to perform the services in an accurate and timely manner, in accordance with the Agreement. 18. Rights and remedies     Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 19. Governing Law This Agreement shall be governed by and construed in accordance with the laws of India, and subject to clause 20(Dispute Resolution) below, the courts at Mumbai, India shall have exclusive jurisdiction to determine any dispute arising out of, under, or in relation to, any of the matters contained in this Agreement. 20. Dispute Resolution 20.1. Any and all disputes or differences between the Parties hereto arising out of, or in connection with, this Agreement or its performance, shall be submitted to final and binding arbitration at the request of either of the Parties upon written notice to that effect to the other. 20.2. Such arbitration shall be in accordance with the rules framed under the provisions of the Arbitration and Conciliation Act, 1996 (which rules are deemed to be incorporated in this Agreement by reference herein) and shall be held in Mumbai. All proceedings of such arbitration shall be in the English language. 20.3. The dispute shall be finally settled by a sole arbitrator, mutually appointed by the Parties, by complying with the provisions and the process stipulated in Section 11 of the Arbitration and Conciliation Act, 1996. 20.4. Arbitration awards rendered shall be final and binding and shall not be subject to any form of appeal. The successful Party may seek to enforce the award in the courts of India. 20.5. Nothing herein shall preclude either Party from seeking interim or permanent equitable or injunctive relief, or both, from any court having jurisdiction to grant the same. The pursuit of equitable or injunctive relief shall not be a waiver of the duty of the Parties to pursue any remedy for monetary damages through the arbitration described in this clause. 21. Audit 21.1. Disprz shall make available to the Licensee on request all information necessary to demonstrate compliance with this Agreement and allow for and contribute to audits, including inspections by the Licensee or another auditor mandated by the Licensee and grants the same the right of access to the premises of Disprz and its subcontractors, relevant Disprz personnel, Disprz systems, service records and any other information as reasonably necessary for the performance of an audit. The scope of an audit shall be limited to (i) the security of the Software, Cloud and any other relevant platform; (ii) compliance with this Agreement; and (iii) compliance with applicable law and can include penetration testing or source code review. Licensee shall give Disprz 2 business days prior written notice for an audit. Disprz must provide, and must ensure that each of its subcontractor provides, all reasonable assistance and explanations to all audits. Licensee will bear its own costs and expenses of any audit and will compensate Disprz for the reasonable costs and expenses incurred by Disprz for such audit. 21.2. If the audit demonstrates that Disprz or any of its subcontractors is failing to comply with any of its obligations under the Agreement or if any vulnerabilities in the Software, Cloud or other platforms of Disprz are identified by an audit or third party, then, without limiting Licensee's other rights and remedies, Disprz must take all necessary steps to remedy its failure and subsequently comply with its obligations as part of the service levels in this Agreement at no additional cost or expense to Licensee. 22. Relationship of Parties The Parties shall work on a principle to principle basis and as non-exclusive independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 23. Complete Agreement 23.1. This Agreement, including all Annexures hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings, proposals, representations or agreements, written or oral, regarding such subject matter. 23.2. No amendment to or modification of this Agreement, or waiver of any provisions of this Agreement will be binding, unless in writing and signed or accepted electronically by a duly authorized representative of both Parties. 23.3. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Annexure hereto, the terms of such Annexure shall prevail. 24. Severability If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. 25. Amendments, waivers, and cumulative remedies 25.1. Any provision of this Agreement may be amended, varied or waived if, and only if such amendment, variation or waiver is in writing and signed, in the case of an amendment/variation by each of the Parties, or in the case of a waiver, by the Party against whom the waiver is to be effective. 25.2. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 26. Force Majeure 26.1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. 26.2. If the period of delay or non-performance continues for 30 days, the Party not affected may terminate this Agreement with immediate effect by giving written notice to the affected party.