[To be printed on a stamp paper of appropriate value] SOFTWARE PRODUCT LICENSE AGREEMENT This SOFTWARE PRODUCT LICENSE AGREEMENT is made and on this the [●] (“Execution Date”) by and between: Pennant Technologies Private Limited, a company incorporated under the Indian Companies Act, 1956, having its registered office at Building No. 1-98/8/9/A, Plot No. 4, Near Image Garden Function Hall, Madhapur, Hyderabad, 500081, Telangana, (hereinafter referred to as “Licensor” which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors, agents, affiliates and permitted assigns); And [●], a company incorporated under Indian Companies Act, [●], having its registered office at [●], (hereinafter referred to as “Licensee” which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors, agents and permitted assigns). The Licensor and Licensee are herein collectively referred to as “Parties” and individually referred to as a “Party” to this Agreement. WHEREAS: A. The Licensor has developed and owns the Lending Factory Software Product (defined hereinafter) and is entitled to grant licence for the commercial usage of the Software Product. Lending Factory is an enterprise class platform based suite that supports widest range of lending products covering both secured and unsecured loans and covers the complete life cycle of the loan including but not limited to loan origination and loan management system, collateral management module. B. The Licensee is engaged in the business of offering Home Loans and wishes to obtain a license over the Software Product for the same. C. The Licensor has agreed to grant to the Licensee a license to use the Software Product and to provide certain allied services and Licensee accepts to obtain such license and services and use the Software Product in accordance with the provisions of this Agreement. NOW THEREFORE, for and in the consideration of the covenants, agreements, terms and conditions contained herein, and other good and valuable consideration, Licensee and the Licensor agree as follows: 1. DEFINITIONS In this agreement, the following words shall have the following meanings, unless the context indicates otherwise. All capitalized items not defined in this Section shall have the meanings assigned to them in the other parts of this Agreement by bold letters enclosed within quotes (“”): 1.1. "Affiliate(s)" or "Affiliate Company" shall mean those companies that are initially listed on Appendix A attached hereto, which may be amended from time to time with the prior written consent of an authorized executive officer of Licensor. 1.2. “Annual Maintenance& Support Services Agreement” or “AMC” means agreement for provision of Support and Maintenance Services by the Licensor to the Licensee entered between the Parties contemporaneously herewith. 1.3. “Applicable Law” means any applicable legislative enactment or statutes, declaration, decree, ordinances, rules and regulations, or any policy or directive of or by, any governmental authority or rulings of the courts, or any license, permit, or other authorization of governmental authority under such applicable laws and conditions of such license, permit, or other authorization, in each case as in effect from time to time. 1.4. “Confidential Information” means certain confidential, proprietary, commercial, financial and other business information, including, without limitation, drawings, design, concepts, circuitry, formulae, processes, technology, know how, ideas, inventions (whether patentable or not), schematics, software programs, routines, subroutines, concept, ideas, data sheets, specifications, information relating to business partners and suppliers, production plans, designs, layouts, schedules, drawings, sales, cost and price analyses, evaluations, lists, manufacturing processes, marketing analyses, development plans, strategies, projections, reports, commercial and cost data, and/or other technical, business, financial, customer and product related data or information. 1.5. “Customization” means all additions, modifications, supplements, incorporations, changes or the like to the Software Product made or provided by the Licensor specifically to the Licensee. 1.6. “Deliverables” means and includes the Software Product (along with all its Updates, Product Upgrades, Customizations), all such services as may be performed hereunder by the Licensor and any work product resulting from such services and delivered to the Licensee. Deliverables also include, but are not limited to, all documents, user/operating manuals, technical manuals, service mechanisms, designs and drawings, formulae, processes, computer programs, applications, features, functions, codes, scripts, know-how, discoveries, techniques, specifications, renderings, policies, guidelines, Confidential Information, information pertaining to Intellectual Property Rights and all other documents, data and materials developed or owned or licensed by the Licensor embodied in any work product delivered as a part of the this Agreement or the AMC. 1.7. “Documentation” shall mean all and include all documents, information, materials, drawings, flowcharts, guidelines or the like provided by the Licensor to the Licensee for use of the Software Product or in provision of the Support and Maintenance Services or the Professional Services. 1.8. “Effective Date” means the date specified in Section 2.1 hereto on which this Agreement shall be deemed to have comes into force and effect. 1.9. "Geographical Location" shall mean the one specific geographic location for which the License is granted and specified in Schedule A. 1.10. “Intellectual Property Rights” means any and all patents, trademarks, designs, service marks, rights in designs, get-up, trade, business, corporate or domain names, goodwill, copyright (whether registered or not), rights in inventions, know-how, trade secrets, business processes or procedures, methodologies, scripts, work-flows, design/ development/ project execution/ quality control processes/ techniques and any other Confidential Information including but not limited to rights in databases and other intellectual property rights of a similar or corresponding character which may now or in the future subsist in any part of the world. 1.11. "License(s)" shall mean the personal, non-exclusive, non-transferable, non-assignable license or licenses for Licensee's internal use only granted by Licensor to Licensee to use the Software or Software Products under this Agreement. 1.12. "Non-Conformity”/”Error(s)" shall mean a failure of the Software to substantially conform to the user documentation and operating manuals furnished by Licensor or the specification governing said Software which failure materially impacts operational performance or functional performance. 1.13. "Object Code" shall mean the binary machine readable version of the Software. 1.14. “Professional Services” has the meaning set forth in section 5.1. 1.15. “Product Upgrades” means changes made to maintain compatibility with new system software releases or to improve previously existing features and operations within the Software Product. Any and all Product Upgrades shall be provided by the Licensor to the Licensee on such new terms (including payment terms) as may be determined by the Licensor. 1.16. “Services” shall mean the Maintenance and Support Services or Professional Services delivered by Licensor to Licensee 1.17. "Software" shall mean the object code version of all Licensor programs, data, routines, etc., with Licensee's specified enhancements for the particular Software licensed by Licensor. 1.18. "Software Acceptance Plan" shall mean that plan set forth as annexure to each SOW. 1.19. “Software Product” means the software/software modules indicated on Schedule A which are licensed hereunder and are part of Licensor’s software offering. 1.20. "Source Code" shall mean those statements in a computer language, which when processed by a compiler, assembler or interpreter become executable by a computer. 1.21. “Support and Maintenance Services” has the meaning set forth in section 4.1. 1.22. “Updates” has the meaning set forth in section 4.2 2. GRANT OF LICENSE 2.1. The Parties hereby agree that this Agreement shall be deemed to have commenced from the [●] with effect therefrom. All the liabilities and obligations of the Parties including the grant of license as mentioned hereunder and/or relating to the subject matter hereof, shall commence form the Effective Date. 2.2. Subject to the terms and provisions of this Agreement as well as the payment of all applicable license fees including the AMC fee where applicable for the term of such license, Licensor hereby grants to the Licensee and Licensee accepts a limited right, nonexclusive, non-transferable, non-assignable Object Code license to use the Software Product for sole purpose of Licensee's internal use only in the designated Geographical Location as specified in Schedule A. Licensor agrees to provide Licensee with associated Software Products and Services subject to the provisions of this Agreement 2.3. Unless agreed and specified otherwise in Schedule A., Licensee shall enter with Licensee a separate Annual Maintenance and Support Service Agreement (AMC)with initial duration of 12 months that renews thereafter for such following periods of 12 months as may be prescribed under the AMC. Each of such periods of 12 months (including the initial period and the renewed periods) shall hereinafter be referred to as “AMC Term”. In the event any Customizations are provided under the terms of this Agreement and the AMC to the Licensee during AMC Term, such Customization shall become a part of the Maintenance and Support Services for the subsequent AMC Terms and all terms and conditions pertaining to Maintenance and Support Services shall apply to such Customizations in the Subsequent AMC Terms. 2.4. Software Product is licensed as a single product. Its component parts shall not be separated for use on multiple environments or by more than one business not contemplated in the Agreement by the Licensee. 2.5. License Restrictions 2.5.1. Software Product shall not be used to provide processing services to any third parties or its Affiliates, commercial timesharing, rental or sharing arrangements, or on a “service bureau” basis. 2.5.2. The Licensee shall not reproduce or distribute Software Product however it may make copies of the written materials and manuals accompanying Software Product for its own internal use. 2.5.3. The Licensee shall not remove, alter, or obscure any confidentiality or proprietary notices (including copyright, trademark, and patent notices) of the Licensor in the Software Product. 2.5.4. Licensee shall not and shall not permit its Affiliates or any third party to translate, reverse engineer, decompile, recompile, update or modify all or any part of the Software or merge the Software into any other software. However, Licensee can leverage the API repository to achieve any seamless integration with other systems 2.5.5. Except as provided in this Agreement, no license under any patents, copyrights, trademarks, trade secrets or any other intellectual property rights, express or implied, are granted by Licensor to Licensee under this Agreement. 2.5.6. Licensee shall not allow any third party to have access to the Software or Software Products without Licensor's prior written consent and until such third party has executed an undertaking as specified under ScheduleE hereto. All obligations and undertakings relating to confidentiality and nondisclosure upon the Licensee shall apply mutatis mutandis to such third party 2.5.7. The Licensee shall have no right to disclose to a third party or use any of such Software Product including all such Customizations delivered by Licensor for any purpose other than as provided in this Agreement. The Licensee hereby acknowledges that all such Software Product including all such Customizations delivered by Licensoris proprietary to the Licensor, being a part of the Software Product. 3. INTELLECTUAL PROPERTY RIGHTS 3.1. Except as specifically set out in this Agreement, neither any provision herein, nor the exercise of any rights granted to the Licensee under this Agreement, conveys to the Licensee any Intellectual Property Rights over the Software Product (including any source code, images, screen designs, text, default data, supplemental data, “applets” incorporated into the Software Product, all Updates, Product Upgrades or any Customizations or development), the Deliverables or any other Documentation provided by the Licensor to the Licensee under the terms of or in pursuance of this Agreement or the AMC. The Licensee acknowledges that any rights and licenses which may be granted to the Licensee for carrying out the transaction under this Agreement, is limited and that all use by the Licensee of the Software Product shall inure to the benefit of the Parties, in the manner set out in this Agreement. The Licensee hereby agrees and acknowledges that grant of the license as contemplated under this Agreement or provision of any Services shall in no manner entitle the Licensee to claim any Intellectual Property Rights over the Software Product, the Deliverables or any other Documentation provided by the Licensor to the Licensee. 3.2. All rights, title and interest in and to the Software Product, the Deliverables or any other Documentation provided by the Licensor to the Licensee and Intellectual Property Rights therein shall be and at all times remain the exclusive property of the Licensor and the Licensee shall have no rights whatsoever over any of the above or the intellectual property subsisting therein. The Licensor shall retain all Intellectual Property Rights over the Software Product, the Deliverables, Documentation or any derivative work thereof provided by the Licensor to the Licensee including rights of their sales and marketing. The Licensee acknowledges that any rights and licenses which may be granted to the Licensee for access and use of the Software Product, the Deliverables or any other Documentation provided by the Licensor to the Licensee is limited and that all such use by the Licensee shall be for the sole purpose as has been specified under this Agreement. 3.3. All Customization shall, as between the Parties, be the sole and exclusive property of the Licensor, free from any claim or retention of rights thereto on the part of Licensee and shall be deemed to be a part of the Software Product licensed hereunder. In accordance with the terms of this Agreement, but in any event upon the expiration or earlier termination of this Agreement, the Licensee shall deliver to Licensor all copies of the Customised Product, including related documentation, and copies thereof, contained in any media whatsoever. 3.4. In special cases, Licensor and Licensee to mutually agree on such change requests/customizations which can offer the Licensee certain competitive advantage can only be made part of the standard product offering only after 6 months from the initial release to Licensee provided such change requests are not requested by any other existing customer or not part of the product roadmap. 3.5. The Parties hereby agree and acknowledge that except as specifically set out under this Agreement, the Parties shall continue to own and retain all of their respective Intellectual Property Rights. All of such Intellectual Property Rights shall be and at all times remain the exclusive property of the concerned Party and the other Party shall have no rights whatsoever over such any rights subsisting therein. 4. SUPPORT AND MAINTENANCE SERVICES 4.1. Software Product Support Services: 4.1.1. Subject to the terms of this Agreement and the Annual Maintenance Agreement, the Licensor hereby agrees to provide such Support and Maintenance Services in respect of the Software Product as have been detailed in this Section 4. 4.1.2. The Licensor shall use commercially reasonable efforts to correct material errors in the Software Product. 4.1.3. The Licensor shall provide software program fixes or any other service to correct or resolve a non-conformity, provided that such non-conformity is capable of reconstruction and is due to a defect in the Licensor’s Software Product. 4.1.4. The Licensee shall properly document all non-conformities and communicate all non-conformities to the Licensor in such form as may be specified by the Licensor and agreed to under the AMC. The Licensee shall provide adequate information and documentation as may be required by the Licensor to correct any such non-conformity. The Licensor shall utilize such documentation to evaluate, prioritize, and resolve the issues. The Licensee hereby agrees and acknowledges that accurate and complete documentation and information by the Licensee shall form a prerequisite for provision of maintenance and support services. Failure to provide adequate supporting documentation and information as may be requested by the Licensor may result in delayed resolution of a non-conformity and the Licensor shall not be responsible for any such delay. 4.2. Updates 4.2.1. The Licensor shall, in accordance with the terms of the AMC, from time to time, provide such Product Updates as may be reasonably required for use and operation of the Software Product. 4.2.2. The Licensor shall deliver the Updates with all the required retrofits duly considering the customizations that are delivered by Licensor to Licensee. 4.3. Exclusions 4.3.1. Any problems arising out of any alteration or addition to the Software Product not done by the Licensor or any use of the Software Product in a manner for which it was not designed or negligence and misuse of the Software Product shall be excluded from the Support and Maintenance Services. If, under the Licensor’s sole opinion, the reported problem or non-conformity is not caused due to any defect in the Software Product or any act or omission on part of the Licensor, but due to other problems including, but not limited to, input not in accordance with specifications, Licensee's abuse or misuse of the Software Product, or by a modification or addition to the Software Product not performed by the Licensor, or by Licensee's failure to properly maintain the computer system or the host device or to install the required system software release as instructed by the Licensor, then: (a) The Licensee shall reimburse the Licensor for the related costs of work performed by the Licensor in investigating the problem at the then current professional service rates; and (b) The Licensor shall, at the Licensee's request, advise the Licensee whether the Licensor can correct or assist in resolving such problem, and the terms under which the Licensor shall undertake the same. Upon written acceptance by the Licensee, the Licensor shall correct or assist in resolving the problem in accordance with such terms. 5. PROFESSIONAL SERVICES 5.1. Licensee may from time to time request Licensor for certain software services covering Implementation, Upgrade assistance, Onsite resources, Customizations, Additional support, Consulting, Training and any other such software services collectively known as “Professional Service(s)”. 5.2. The Parties hereby agree and acknowledge that all Professional Services shall be provided on such terms and conditions (including payment terms) as may be agreed between the Parties in writing and execution of a Master Professional Services Agreement. The Parties may enter into and execute such additional documents including but not limited to requisite statement of work (“SOW”) / Project Proposals /Change Requests (herein after referred as “Project Agreement (PA)”), as may be required for provision of the Professional Services from time to time. Each such Project Agreement shall detail the scope of work to be undertaken by the Licensor in respect of the Professional Services, the payment terms, timelines, details about deliverables and such other details as may be required. 5.3. With respect to Professional Services in which the Project Agreement specifies a deliverable to be provided by Licensor that is a Software Customization, Software interface program or other software program, template or Documentation (“Work Product”) of the Licensed Software Product, the Work Product shall be owned by Licensor and shall be licensed to Licensee for its use in accordance with the License for the Software product to which the Work Product relates. 5.4. Licensee shall retain exclusive ownership of any data provided by Licensee to Licensor for Licensor’s use in performing Professional Services to Licensee 5.5. Additional Services: Upon mutual agreement between the Parties, the Licensee may obtain such additional Professional Services which will be provided and performed pursuant to mutually agreed upon Statement(s) Of Work (SOW) describing the services, deliverables, fees, costs and expenses payable in connection with such services. The Statement OfWork (SOW) shall become effective upon execution by authorized representatives of both parties or on such other date as may be mutually decided by the Parties. 6. THIRD PARTY SOFTWARE 6.1. Third Party Software.The Software Product contains certain Third-Party Software including but not limited to open source software (Refer Schedule D and the individual licenses of each of the software component shall be provided upon execution of this Contract). Use of the Third-Party Software and its Source Code may be governed by separate copyright notices and license provisions, which may be found or identified in the links specified in Schedule Dor on the media delivered with the Software; those separate notices and provisions are incorporated by reference into the License and the Licensee shall comply with all such policies and license terms and conditions. 6.2. Open Source Software Components. The Software Product utilizes certain Open Source Software, including that Open Source Software identified in the Documentation or on the support services website for the Solution. The Open Source Software is licensed under the terms of the open source license that can be accessed from the sources specified in Schedule Dor is made available with such Open Source Software, including via the Service Desk designated by Licensor. Nothing in this Agreement limits Licensee’s rights under, or grants Licensee rights that supersede, the terms and conditions of any applicable license for such Open Source Software. Open Source Software shall not be deemed to be part of the Solution under this Agreement and Licensor shall have no liability relating to such Open Source Software; provided, however, that Licensor shall be responsible for fixing Errors caused by the Open Source Software to the same extent as Licensor’ ongoing support obligations as set forth in Section 4.1 of this Agreement. 7. WARRANTIES 7.1. Except as otherwise provided, Licensor warrants that: 7.1.1. it owns all rights, title and interest in and to the Software and Software Products, or that in the case of any third party software that it has the right to grant a sublicense to use such third party software 7.1.2. for a period of ninety (90) days from the date of the installation, the executable portion of the Software Product will operate in accordance with the Documentation and specifications provided in Schedule C, provided the Licensee continues to use computers, peripherals, and operating system software approved from the start and in advance for use with Software Product; 7.1.3. the Software Products shall be free from material defects in workmanship and materials that prevent them from substantially meeting the aforementioned criteria. 7.1.4. any Services provided by Licensor under this Agreement shall be performed in a workmanlike manner and in accordance with the prevailing professional standards of the software industry. This warranty coverage shall include any modifications made to the Software by Licensor. 7.1.5. To the best of its knowledge, the use and disclosure of the Software Product and Services as contemplated by this Agreement will not breach or conflict with all applicable laws. 7.2. The Licensor does not warrant that the use of the Software Product shall be uninterrupted or error free, or that all deficiencies or errors are capable of being corrected. 7.3. The Licensor is not responsible for any Software Product errors, defects, malfunctions, or other problems resulting from (a) improper use of the Software Product; (d) any unauthorised changes to the Software Product; (e) Licensee’s negligence; or (f) hardware equipment malfunctions. Any effort by the Licensor to diagnose or correct errors, defects, malfunctions, or other problems resulting from any of the foregoing shall be at Licensee's cost which shall be at the then current time and material rates 7.4. Further, in the event of the Licensor or Licensee identifying any errors, defects, malfunctions or other problems pertaining to the Software Product as mentioned above during the term of this Agreement for reasons attributable to the Licensor, the same shall be rectified by the Licensor free of charge and without delay as described more fully in the Maintenance and Support Agreement. 7.5. In the event of any breach of the warranties set forth in this Agreement, Licensor's sole and exclusive responsibility, and Licensee's sole and exclusive remedy, shall be for Licensor to correct or replace, at no additional charge to Licensee, any portion of the Software or Software Products found to be defective; provided, however, that if within a commercially reasonable period Licensor neither corrects such defects nor replaces the defective Software or Software Products, then Licensee's sole and exclusive remedy shall be to receive direct damages not to exceed the license fees paid to Licensor for use of the defective Software or Software Products. 7.6. For the avoidance of doubt, Licensee's monetary remedies for any breaches of any provision of this Agreement (including, without limitation, the warranty provisions) shall not, in the aggregate, exceed an amount equal to the License Fee received by Licensor from Licensee. 7.7. EXCEPT AS SET FORTH IN THIS SECTION 7, LICENSOR MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE, SOFTWARE PRODUCTS OR SERVICES OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY LICENSEE. LICENSOR FURNISHES THE ABOVE WARRANTIES IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7.8. Any and all warranties shall be void as to Services, Software or Software Products damaged or rendered unserviceable by (1) the acts or omissions of non-Licensor personnel; (2) misuse, theft, vandalism, fire, water, or other peril; and (3) moving, relocation, alterations or additions not authorized by Licensor. 8. INDEMNIFICATION 8.1. Licensor shall indemnify and hold harmless Licensee, its officers, employees, directors and agents from and against any and all Claims (as defined hereinafter) arising out of or relating to any claim or action that alleges use of the Software Product infringes a patent, copyright, or other proprietary right of a Third Party enforceable in the Geographical Location. Licensee agrees to notify the Licensor promptly in writing of any such claim and agrees that the Licensor shall have the sole right to control the defence and disposition of such claim. The Licensee shall provide such cooperation as may be required by the Licensor for defending any such claim. 8.2. If, as a result of such claim, Licensor or Licensee is permanently enjoined from using a portion of the Software Product by a final, non-appealable decree, Licensor, at its sole option and expense, may (i) procure for Licensee the right to continue to use the affected portion of the Software or (ii) provide a replacement or modification for the affected portion of Software so as to settle such claim. If such Software modification is not reasonably practical in Licensor's sole opinion, Licensor may discontinue and terminate the affected portion of this License upon written notice to Licensee and shall refund to Licensee on a pro rata basis, based on a 60-month amortization schedule, the total License Fee paid to Licensor for the affected portion of the Software. In making this determination, Licensor will give due consideration to all factors, including financial expense. 8.3. Licensee shall indemnify and hold harmless Licensor, its officers, employees, directors and agents from and against any and all Claims (as defined hereinafter) arising out of or relating to: (i) any gross negligence or wilful misconduct of Licensee in the performance of its obligations in connection with this Agreement; (ii) any act or omission or commission or negligence attributable to the Licensee in performance or non-performance or compliance or non-compliance of its obligations, responsibilities, representations, warranties, covenants and undertakings under the terms as specified under this Agreement; (iii) misuse of the Software Product by Licensee; (iii) inaccurate or incomplete data provided by or on behalf of Licensee for rendering Services by Licensor; (iv) Licensee’s failure to comply with the Applicable Laws; (vi) any claim of libel, violation of privacy rights, unfair competition or infringement of patents, trademarks, copyrights or other intellectual property caused by Licensee or a Licensee of Licensee in; or (viii) any claim, action or suit by a Licensee of Licensee. 8.4. In no event shall Licensee be liable to Licensor for any charges after the date that Licensee no longer uses the item because of actual or claimed infringement. 8.5. Third Party Software. Licensor shall use reasonable efforts to provide Licensee the benefit of all indemnities and warranties granted to Licensors by the licensor(s) of the Third Party Software, to the extent possible without additional cost to Licensor, as and if permitted by Licensor’s agreement with the licensor of the Third Party Software, and to the extent such warranties and indemnities pertain to Licensee’s use of the Third‐Party Software hereunder. In the event of any defect in any Third‐Party Software (in the form delivered by Licensor and when properly used for the purpose and in the manner specifically authorized by this Agreement), Licensor will use commercially reasonable efforts to replace or correct the Third‐Party Software without charge. If Licensor complies with this provision, it shall face no further liability with respect to any defect in any Third‐Party Software. 8.6. For the purpose of this Section, ‘Claims’ shall mean all demands, claims, liability, judgements and awards for losses, damages, liabilities, legal costs and other expenses of any nature whatsoever and all costs and expenses (including without limitation legal costs) incurred in connection therewith. 9. LIMITATION OF LIABILITY 9.1. THE MAXIMUM AGGREGATE AMOUNT OF MONETARY DAMAGES FOR WHICH EITHER PARTY MAY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT, RESULTING FROM ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE LESSER OF (I) THE OTHER PARTY’S ACTUAL DAMAGES, OR (II) THE LICENSE FEE PAID OR PAYABLE FOR SUCH NON-CONFORMING PART OF THE SOFTWARE PRODUCT IN RESPECT OF WHICH SUCH LIABILITY HAS ARISEN. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EQUITABLE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF INCOME, PROFITS OR SAVINGS (WHETHER UNDER CONTRACT, STRICT LIABILITY, OR TORT, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 10. CONFIDENTIALITY OBLIGATIONS 10.1. Each Party (‘Receiving Party’) undertakes: • to maintain as secret and confidential all such Confidential Information obtained directly or indirectly from the other Party (‘Disclosing Party’) in the course of or in anticipation of this Agreement or the AMC and to respect the Disclosing Party’s rights therein, • to use the same exclusively for the purposes of this Agreement or for such purposes as have been specified under the AMC, and • To disclose the same only to those of its employees, contractors and sub-licensees pursuant to this Agreement (if any) to whom and to the extent that such disclosure is reasonably necessary for the purposes of this Agreement. 10.2. The provisions of this Section shall not apply to those Confidential Information which the Receiving Party can demonstrate by reasonable, written evidence: • was, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of the Receiving Party and at its free disposal; or • is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not derived it directly or indirectly from the Disclosing Party; or • is or becomes generally available to the public through no act or default of the Receiving Party or its agents, employees, Affiliates or sub-licensees; or • the Receiving Party is required to disclose to the courts of any competent jurisdiction, or to any government regulatory agency or financial authority, provided that the Receiving Party shall inform the Disclosing Party as soon as is reasonably practicable, and at the Disclosing Party’s request seek to persuade the court, agency or authority to have the information treated in a confidential manner, where this is possible under the court, agency or authority’s procedures; or • In the case of information disclosed by Licensor to Licensee, is disclosed to actual or potential Licensees for the Software Product in so far as such disclosure is reasonably necessary to promote the use of the Software Product provided that the Licensees sign a written confidentiality undertaking at least as restrictive as provided in this Agreement. 10.3. The Receiving Party shall procure that all of its employees, contractors and sub-licensees pursuant to this Agreement (if any) who have access to any of the Disclosing Party’s information to which this Section applies, shall be made aware of and subject to these obligations and shall have entered into written undertakings of confidentiality at least as restrictive as these Sections and which apply to the Disclosing Party’s information. 10.4. The obligations of this Section shall prevail even after termination of this Agreement. 11. PAYMENT OF CONSIDERATION 11.1. The Licensee shall pay to the Licensor such consideration for grant of license (“License Fee”), and such Support and Maintenance Charges and at such rate as has been prescribed in Schedule B hereto. The consideration specified in Schedule B hereto shall be exclusive of any taxes payable thereon. 11.2. The Parties further agree that any and all payments towards provision of any Professional Service shall be such as may be agreed between the Parties in writing in the SOW or any other document executed by the Parties in pursuance of the same. 12. TERM AND TERMINATION 12.1. Subject to the limitations contained in this Agreement, The term of this Agreement will begin on the Effective Date and shall terminate on the date set forth on the Exhibit A, unless terminated earlier by either Party in accordance with the terms and conditions as provided in this Section 12 (“Term”). 12.2. Either Party may terminate this Agreement by giving sixty days (60) days’ notice to the other Party without any cause. The effective date of surrender of Agreement will be sixty days from the date of receipt of such notice by the other Party. 12.3. Notwithstanding anything in the above Section, either Party shall have the right to terminate this Agreement forthwith without any advance notice upon the occurrence of any of the following events: • Insolvency or liquidation of the other Party; • If other Party enters into an arrangement or composition with its creditor(s) or if a receiver of the other Party’s property or any part thereof, is appointed; • Any change in the ownership or control of either Party which in the opinion of the other Party shall adversely affect its interests; and • If a petition/application for winding up is presented in any court or other forum against the other Party as per the Applicable Laws. 12.4. Either Party may terminate this Agreement upon giving a written notice to the other Party for the following reason: (a) failure to correct or cure any material breach by the other Party of any material obligation under this Agreement within thirty (30) days after receipt of written notice from the other Party specifying such breach; (b) submission by one Party to another of any false claims towards payments, refunds, credits, etc. 12.5. Upon termination of this Agreement for any reason as mentioned above: • Licensee shall no longer be licensed to use or otherwise exploit in any way, either directly or indirectly, the Software Product; • Licensee shall consent to the Licensor’s representative visiting the Licensee’s premises to uninstall the Software Product and receive all materials and documentation related to it from the Licensee; • either Party shall return all the Confidential Information of the other Party within fifteen (15) Business Days from the date of termination; • Licensee shall not hold any copy of the Software Product and its related materials or documentation without the consent of the Licensor; and • Subject as provided in this Section, and, and except in respect of any accrued rights including relating to payments, neither Party shall be under any further obligation to the other. 13. AMENDMENTS, MODIFICATIONS OR SUPPLEMENTS 13.1. Amendments, modifications or supplements to this Agreement or any order shall be permitted, provided all such changes shall be in writing signed by the authorized representatives of both parties, and all such changes shall reference this Agreement and identify the specific articles or sections of this Agreement or the particular order that is amended, modified or supplemented. 14. LAW AND JURISDICTION AND ARBITRATION 14.1. Law and Jurisdiction. The validity, construction and performance of this Agreement shall be governed by Indian law and shall be subject to the exclusive jurisdiction of the courts in Mumbai to which the parties hereby submit. 14.2. Arbitration. The Parties shall try and resolve, any dispute arising from the provisions and/or interpretation of the provisions of this Agreement or any annex hereunder or any amendment hereto, by mutual discussion. If Parties fail to reach any amicable conclusion within a period of thirty (30) days, the dispute shall be referred to and settled in accordance with and provisions of the Arbitration and Conciliation Act, 1996, by a sole arbitrator. The arbitration proceedings shall be conducted in Mumbai and the language of the Arbitration shall be English. The arbitrator shall deliver a written, reasoned opinion in the English language. The Parties also agree that reference of a dispute to arbitration will not suspend any other activity under this Agreement. Notwithstanding the foregoing, before appointment of the arbitrator and in exceptional circumstances even thereafter, the non-breaching party may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim, equitable or conservatory relief, as necessary, without breach of this Section and without any abridgement of the powers of the arbitrator. 15. NON-ASSIGNMENT 15.1. In the event of the sale of 50% or more of Licensee's common stock, or the sale of all or substantially all of Licensee's assets, or in the event of any merger in which Licensee is not the surviving organization, (a "Change of Control"), Licensee may transfer this Agreement with Licensor's prior written consent, which shall not be unreasonably withheld, provided that (1) if the Software Product will be used in a different or expanded manner after the Change of Control, both Parties shall mutually agree upon terms, conditions, and fees for transfer and such use; or (2) if the Software Product will be used in the same manner as used prior to the Change of Control, then the surviving entity may continue to use the Software Product under the terms, conditions and fees specified in this Agreement and the Schedule providing the Licensee is covered by the Support & Maintenance Services as defined herein. 15.2. If the organization acquiring Licensee's common stock, assets, or surviving a merger is an organization deriving more than 5% of its gross revenues from providing service bureau, time share, computer software consulting services, computer software licensing, or computer hardware sales, Licensor shall be under no obligation to consent to such transfer. 15.3. Except as expressly provided above, neither party may assign or transfer its rights, duties, or obligations under this Agreement to any person or entity, in whole or in part, without the other party’s prior written consent, which consent shall not be unreasonably withheld or delayed, except that Licensor may assign this Agreement to an affiliate without the consent of Licensee. 16. GENERAL 16.1. Force Majeure. Neither Party shall have any liability or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party, including without limitation acts of god, strike, riots, war, natural calamities, government regulation or other similar cause involving that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If any such an event of force majeure occurs and such event continues for ninety (90) days or more, the party delayed or unable to perform shall give immediate notice to the other party, and the party affected by the other's delay or inability to perform may elect at its sole discretion to: (a) terminate this Agreement or the affected order solely upon mutual agreement of the parties; (b) suspend such order for the duration of the condition and obtain or sell elsewhere Software, Software Products, or Services comparable to the Software, Software Products, or Services to have been obtained under the order; or (c) resume performance of such order once the condition ceases with the option of the affected party to extend the period of this Agreement up to the length of time the condition endured. Unless written notice is given within thirty (30) days after the affected party is notified of the condition, option (c) shall be deemed selected. 16.2. Amendment. This Agreement may only be amended in writing signed by duly authorised representatives of Licensor and Licensee. 16.3. Survival. The requirements and covenants of Section 3 (Intellectual Property Rights), Section 7 (Warranties and Covenants),Section 8 (Indemnity), Section 9 (Limitation of Liability), Section 10 (Confidentiality Obligations), Section 12 (Term and Termination) and Section 16 (General) and such other sections which by their nature survive termination, shall survive and continue in full force and effect after the termination of this Agreement. 16.4. Waiver. The failure of either of the parties to insist upon strict performance of any of the provisions of this Agreement shall not be construed as the waiver of any subsequent default of a similar nature. 16.5. Severability. If any provision or part of this Agreement is held to be invalid and unenforceable by any court of competent jurisdiction, amendments to this Agreement may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and the other provisions of this Agreement to the maximum extent permissible under applicable law. 16.6. No Agency. The Parties intend that an independent contractor relationship will be created by this Agreement. Neither Party shall act or describe itself as the agent or partner of the other, nor shall it make or represent that it has authority to make any commitments on the other’s behalf. 16.7. Notices. Any notice to be given under this Agreement shall be in writing and shall be sent by registered mail with acknowledgement due (confirmed by registered mail) to the address of the relevant Party as set out at the beginning of this Agreement or such other address as that Party may from time to time notify to the other Party in accordance with this Section. Notices sent as above shall be deemed to have been received seven (7) working days after the day of posting (in the case of inland registered mail). No notice served via electronic mail shall be considered to be valid service of notice under the provisions of this Agreement. 16.8. Announcements. Neither Party shall make any press or other public announcement concerning any aspect of this Agreement or make any use of the name of the other Party in connection with or in consequence of this Agreement, without the prior written consent of the other Party. 16.9. Publicity. The Licensee agrees that the Licensor may include identification of Licensee as a Licensee on Licensor’s marketing materials, provided that the identification of the Licensee is no more prominent than the identification of Licensor’s other Licensees and is otherwise consistent with Licensor’s practice of identifying its Licensees on Licensor’s marketing materials at the time. 16.10. Entire Agreement. This Agreement, including its schedules, along with the Annual Maintenance Agreement sets out the entire agreement between the Parties relating to its subject matter and supersedes all prior oral or written agreements, arrangements or understandings between them relating to such subject matter. The Parties acknowledge that they are not relying on any representation, agreement, term or condition which is not set out in this Agreement. 16.11. Third parties. This Agreement does not create any right enforceable by any person not a party to it. AGREED by the Parties through their authorised signatories on the date first mentioned herein above: For and on behalf of Pennant Technologies Private Limited For and on behalf of --------------------------------------------- Signed Signed Name Name Title Title Witnesses: Schedules: (a) Schedule A: Software Product License Terms (b) Schedule B: Commercials (c) Schedule C: Specifications (d) Schedule D: Third Party Components and Licenses (e) Schedule E: 3rd Party NDA Undertaking   Schedule A: SOFTWARE PRODUCT LICENSE TERMS 1) Software Product: pennApps Lending Factory Table 1 - Licensed Components Product Modules/Components 2) Legal Entity (Affiliate) Table 2 - Licensed Entities # Legal Entity Specific Terms & Conditions if any 1 3) License Scope: Line of Business & Products Table 3 - License Scope # Products Remarks 1 2 3 4) License Term: 5 Years 5) License Type & Instances: Enterprise wide Single Instance with Unlimited Users Sl. No. Instance Geographical Location No of Users 1 Production Instance India Unlimited 2 Disaster Recovery Instance * India Unlimited 3 System Testing Instance India Unlimited 4 User acceptance testing Instance India Unlimited 5 Training Instance India Unlimited Note: *Either Production or Disaster Recovery instance will be up for production usage at any given point of time. Schedule B: COMMERCIALS 1. Software Product License # Software Product Components Commercials Payment Terms & Remarks 1. 2. 2. Additional Terms 2.1. Proposal i. This proposal is valid for 30 days from date of submission. ii. The Feedback Period for Acceptance Testing of Deliverables is 60 days from receipt of the Deliverables by the Licensee or any other higher period which is mutually agreed. 2.2. Commercials i. Prices are in INR and are exclusive of any required local taxes, VAT and tariffs. ii. Any government levies, duties, withholding tax and sales and services taxes shall be borne by the Licensee. iii. Any delay because of regulatory requirements shall be intimated to Licensee 30 (thirty) days in advance.   Schedule C: PRODUCT SPECIFICATIONS   Schedule D:THIRD PARTY COMPONENTS AND LICENSES Sl. No. Components License Modified Origin 1. Alntlr ANTLR 2 License No www.antlr.org 2. Aopalliance 1.0 Public Domain No http://aopalliance.sourceforge.net/ 3. AspectJ AOP Library Eclipse Public License No www.eclipse.org 4. Spring Framework Apache 2.0 No www.springframework.org 5. Bouncy Castle Bouncy Castle Public Domain ‐ BSD style No Bouncy Castle ‐ bouncycastle.org/license.html 6. BeanShell LGPL No http://www.beanshell.org/ 7. CodeMirror MIT License No http://codemirror.net/LICENSE 8. Common utilities Apache 2.0 No http://www.apache.org/licenses 9. Dom4j BSD style No http://dom4j.sourceforge.net/dom4j-1.6.1/license.html 10. Freemarker BSD style No http://freemarker.sourceforge.net/docs/app_license.html 11. Xerces XML Parser Apache 2.0 No http://www.apache.org/licenses/ 12. Logging framework Apache 2.0 No Apache Foundation 13. Zkoss Commercial License Purchased by Pennant No www.zkoss.org 14. iText Commercial License Purchased by Pennant No www.itext.org Terms of Use of Third Party Components a) Licensor warrants that it has the right to package certain commercial 3rd party software into its software product and it complies with respective License and Copy Right terms of the Open source software to incorporate in to its Software Products. b) Licensee agrees not to use or access any Third Party Component, in respect of the subject matter of this agreement as a "stand-alone product," or in a manner other than in connection with the Software Product; c) Licensee agrees not to assert any claims against such Third Party licensors relating to this Agreement. The Licensee shall not be liable for any claims arising from the use of the Third Party Components, provided they are used in accordance with the above terms. Note: Updated List of licenses will be provided along with delivery of software. The licenses can be accessed through the links provided in the above table and the same can be made available in the Service Desk website of Licensor. Schedule E: THIRD PARTY NDA UNDERTAKING (Note: The below undertaking needs to be printed separately and to be executed by the 3rd party) UNDERTAKING This undertaking (hereinafter referred to as “Undertaking”) is executed on this the ___ day of _____________, 20[•] by [•], having its registered office at ¬[•], represented by its[•](Designation), [•](Name) (hereinafter referred to as “Service Provider”) in favour of Pennant Technologies Private Limited, having its registered office at,Bldg # 1-98/8/9/A, Plot No. 4, Near Image Garden Function Hall, Madhapur, Hyderabad -500081, a company incorporated under the Companies Act, 1956, having its registered offices at [•]represented by its[•](Designation), [•](Name) (hereinafter referred to as “Pennant”). Whereas the Service Provider has been/is proposed to be engaged by [•] having its registered office at ¬[•] (hereinafterthe “Company”) for the purpose of providing certain services to the Company pertaining to the software (“Software Product”) owned by Pennant Technologies Private Limited (hereinafter “Pennant”) and licensed to the Company subject to the provisions of the Software License Agreement (Ref. No.________) duly signed and executed by and between Pennant and the Company. The Service Provider shall have access to the core Software Product, its components and documents, in order to perform its obligations under its engagement with the Company, which obligations may include but not be limited to performance benchmarking, regression, user acceptance testing, and such other tests as may be required for verification of functionality of the Software Product. Whereas the Service Provider will, for the purpose of providing its services, have access to various materials, information, specifications, requirements, utility models, tools, principles, proprietary techniques and technologies, methods, technique, documents (including layout, descriptions, designs, drawings, algorithms, works of authorship, flowcharts, functional flow, sketches, catalogues, handbooks, guidelines, etc.) assemblage, features, functions, interface elements, transactional screens (hereinafter “Intellectual Property”) owned and used by Pennant, whether or not related to the Software Product. Whereas the Service Provider acknowledges that it has understood the terms of this Undertaking and that it is competent to enter into this Undertaking and be bound by the terms herein. THE SERVICE PROVIDER HEREBY DOES SOLEMNLY AFFIRM AND UNDERTAKE THAT: 1. The right and license over the Intellectual Property has been granted to it for the only purpose as specified in the recital above or for such purpose as may be prescribed in writing to the Service Provider by the Company and shall not be used for any other purpose without prior written consent of the Company and Pennant. 2. Pennant shall continue to own and retain all of their rights subsisting in the Intellectual Property owned by them. All of such Intellectual Property shall be and at all times remain the exclusive property of Pennant and the Service Provider shall have no rights whatsoever over such any rights subsisting therein. 3. The Service Provider shall not, at any time, during the term of its association with the Company or at any time thereafter, do or cause to be done any act or thing challenging, contesting, impairing, invalidating, or tending to impair or invalidate any of the rights of Pennant subsisting in the Intellectual Property owned by it. 4. The Service Provider shall not override any security feature of the Software Product. It shall not access the Software Product through a code, program or procedure either singly or repetitively with an intent to bypass safeguards built-into the Software Product. 5. The Service Provider shall not reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Software Product or any of its derivatives. 6. The Service Provider shall not decompile, reverse engineer or disassemble the Software Product. It shall also not reformat any part of the Software Product without prior written permission of Pennant. 7. The Service Provider shall not attempt to gain unauthorized access to or impair any aspect of the Software Product or its related systems or networks or services. 8. The Service Provider shall treat any or all information emanating from the Company, Pennant, or their respective affiliates, employees, agents, officers, contractors, consultants or representatives and relating to the Software Product, Intellectual Property, its services and businesses including without limitation any records, memoranda, database, technical information, reports, data, analysis, plans and strategies, techniques, codes, programs, ideas, concepts, any derivative work in relation to the aforesaid as “Confidential Information” belonging to and owned by Pennant. 9. The Service Provider shall only make use of the Confidential Information to the extent required to fulfil its obligations in accordance with its agreement with the Company and shall only disclose such Confidential Information either to its own or to its affiliates’ employees, officers, agents, contractors, sub-contractors and/or consultants (as may be required on a need to know basis. The Service Provider shall ensure that its respective recipients of the Confidential Information are aware of the obligations in this undertaking and observe the confidentiality requirements under this Undertaking. 10. The Service Provider shall not disclose the Confidential Information to any third party without prior written approval of Pennant. The Service Provider shall protect the Confidential Information using equal degree of care with which it treats its own confidential information, provided however, that in no circumstance shall such degree of care be less than what may be reasonably required considering the nature of each component of Confidential Information. The Service Provider shall ensure that the Confidential Information is stored and handled in such a manner so as to prevent its unauthorized disclosure. 11. The Service Provider hereby agrees and affirms to abide by the provisions of this Undertaking at all times. The Service Provider agrees and acknowledges that this Undertaking shall be binding on the Service Provider, its successors, legal representatives, assigns, employees, directors, officers, agents, etc. 12. The Service Provider acknowledges that this Undertaking has been provided by it with full consent, knowingly and willingly and not as a result of any pressure, threats or payments made by any third party. This voluntary consent will remain in force until it is evoked by the Service Provider with prior approval of Pennant. SOLEMNLY AFFIRMED at _________ on this __________ day of __________ 20____. ____________________________ Name: Designation: Witness: 1. _________________ 2. _________________