SOFTWARE AND SERVICES AGREEMENT This Software and Services Agreement (hereinafter, referred to as the "Agreement") made and entered into as on [●] Day of [●], 2023. BETWEEN: 1. iNube Software Solutions Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at #31, 2nd floor, Kothanur Main Road, JP Nagar 7th Phase, Bangalore 560078, (hereinafter referred to as "iNube") And 2. [●] (the “Customer”). (Customer and iNube are hereinafter collectively referred to as “Parties” and individually as “Party”) RECITALS A. WHEREAS iNube is the owner of various cutting-edge technology solution products for the insurance industry. iNube also provides certain consulting, maintenance, application development, support and maintenance services. B. WHEREAS the Customer desires to obtain the right to license such products and use such services, and iNube desires to provide to the Customer such right to utilize the products and services as set forth herein. C. Therefore, for good and valuable consideration, the sufficiency of which is hereby acknowledged, iNube and the Customer agree as follows: 1. Definitions. As used in this Agreement, its Exhibits, SOWs and any amendments thereto, the terms herein will have the meaning and definition as specified below: "Confidential Information" means information, other than Trade Secrets, all information disclosed (in any form and whether directly or indirectly) by one party to the other, whether before or after the date of this Agreement, including, without limitation, this Agreement and all its terms, product and account information, all usernames and passwords, supplier and client lists, financial information, business information, trade secrets, proprietary information, process flow and program designs, proprietary computer software designs and hardware configurations, proprietary technologies, new product and service ideas, business plans and ideas, marketing, financial, trading, research, and sales data and reports, customer, prospects, vendor, or personnel lists, employee information and pricing and that is of value to its owner, that is treated by its owner as confidential. "Effective Date" means the [●] of [●] 2023. Or any other date agreed mutually by the “Parties” for any addendum. "End-User" means any end user which obtains a Product or Products in accordance with an End-User Agreement for the purpose of using the same for internal use only, and not for remarketing or distribution of any kind. "End-User Agreement" means a written license agreement with respect to a Product in favor of an End-User, in the form attached hereto as EXHIBIT C, which may be revised from time to time in the sole discretion of iNube. "Fee" means the monetary amounts specified in EXHIBIT A or a subsequent Order/Statement of Work (SOW) to be paid by the Customer to iNube for the Products and Services as set forth herein. Such amounts are subject to change as set forth in Section 3(a) below. “Marks” means any trademarks, service marks or trade names of iNube associated with the Products as designated by iNube. “Orders” means written orders by the Customer for the Products identifying each Product ordered, quantities desired, and price. Execution of this Agreement will serve as the initial order placed by the Customer for the Products identified in EXHIBIT A. The Customer’s purchases in association with this and any future orders will be accepted as Orders per the terms of this clause. "Products" means the specific version and release of iNube's computer software programs, in object code, machine readable form only, and the related documentation, including, without limitation, illustrative content contained therein, which are specifically identified in EXHIBIT A, and any subsequent revisions, releases or derivatives of those specific Products listed on EXHIBIT A. It is understood and acknowledged that iNube may, from time to time, develop or co- develop other computer software products or documentation which are based upon or derived from iNube's existing Products, or which include content from such Products, and it is acknowledged and agreed that such other products will not constitute Products for purposes of this Agreement. "Proprietary Information" means Trade Secrets and Confidential Information. “Services” means the consulting services and maintenance/support services described in EXHIBIT A attached hereto. “Support Term” shall mean the term during which iNube shall provide support services as described in the EXHIBIT A. "Trade Secrets" means information which: (a) derives economic value, actual or potential, from not being generally known to, and not being ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; (b) is subject of efforts that are reasonable under the circumstances to maintain its secrecy, and (c) is identified by its owner in writing as a "Trade Secret," either at the time of disclosure or within thirty (30) days following disclosure. 2. Access and Use of Products and Restrictions a. iNube grants the Customer a nonexclusive, non-transferable, non- assignable and limited right to access and use the Products per the terms specified in this Agreement and attached EXHIBITS. b. The Customer shall be responsible for all activity occurring in the account including any acts and omissions of its employees and agents. c. The Customer shall not, and shall not permit anyone to: (i) copy or republish the Products, (ii) make the Products or, as applicable, available to any person other than its authorized users, (iii) use or access the Products to computer hosting services to third parties, (iv) modify or create derivative works based upon the Products or documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the Products or in the documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Products used to provide the, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the Product or use the documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, iNube shall own all rights, title and interest in and to the Products, Services, documentation, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. The Customer agrees to assign all rights, title and interest it may have in the foregoing to iNube. d. iNube agree that any developments made to the Products by using Confidential Information of the Customer will not be put in use anywhere until specifically agreed with the Customer in written form/addendum. 3. Fees and Payment a. The Customer will pay iNube the Fees specified in EXHIBIT A (or, as the case may be, SOW or Order) for each of the Products ordered by the Customer and delivered by iNube, as well as the Services provided by iNube. b. Payment: The Customer shall pay the fees in accordance with the EXHIBIT A. Customer shall remit payment within 15 (fifteen) days from the receipt of an undisputed invoice. c. iNube shall be reimbursed by the Customer for any written pre-approved out of pocket expenses relating to travel, additional customizations and other expenses as needed from time to time for the provision of Services herein. d. The Customers shall have the right to withhold payment of any invoiced amounts that are disputed in good faith until the Parties reach an agreement with respect to such disputed amounts and such withholding of disputed amounts shall not be deemed a breach of this Agreement nor shall any interest be charged thereon. In the event of a dispute or alleged breach of this Agreement, the Parties agree to work together in good faith to resolve the matter prior to exercising any further rights each party may have. e. If Customer in good faith disputes the accuracy of the invoiced amount, the Customer shall pay such amounts as it in good faith believes to be correct within stipulated time and provide a written notice to iNube within ten (10) days of the date of receipt of the invoice, stating the reasons why the specific portion of the invoice is being disputed, along with supporting documentation. iNube will make commercially reasonable efforts to resolve the dispute within fifteen (15) days of being notified. 4. Term and Termination a. Term: The agreement shall be signed for [●] commencing on the date of release of the purchase order dated [●]. This Agreement and the licenses granted therein will become effective from the Effective Date and shall be valid till [●] year (“Initial Term”) unless terminated earlier in accordance with this clause. Thereafter, the Parties may mutually agree to extend the Agreement for successive one year or more than one year term (each a “Renewal Term”). The Initial Term and Renewal Term(s) shall be collectively referred to as the “Term”. b. Termination shall not relieve the Customer of its obligation to pay Fees and any other expense accrued prior to such termination. This Agreement shall survive and not come to termination on termination of any SOW . c. Either Party may terminate this Agreement by written notice if there has been a material breach hereof by the other Party, which material breach has not been cured within sixty (60) days after the date of written notice to the breaching Party by the non-breaching Party. d. Either Party may terminate this Agreement immediately if the other party becomes bankrupt, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy law, whether domestic or foreign, or is liquidated, voluntarily or otherwise. e. Termination, other than as a result of iNube’s breach of this Agreement, expiration of this Agreement for any reason will automatically accelerate the due date of all invoices and any other monies due to iNube by the Customer, which will become immediately due and payable on the effective date of termination or expiration. In cases of termination other than iNube’s uncured breach, any prepaid fees shall be refunded to Customer on a pro rata basis. f. Upon termination as a result of Customer’s breach or expiration of this Agreement, the licenses to the Products shall terminate and the Customer shall cease all use of the Products. iNube shall have the right to cease providing the Services, provided that Customer shall still be obligated to pay support and maintenance fees to iNube through the end of the applicable Support Term. The provisions of this Agreement providing for protection of iNube’s proprietary rights, warranties, the limitation of liability, indemnities, arbitration and other provisions of this Agreement concerning the ongoing interests of iNube, entitled Fees, Confidentiality, Intellectual Property, Limited Warranty, Limitation of Liability, Waiver, Severability, Controlling Law, and Dispute Resolution and Attorneys’ Fees shall survive the expiration or termination of this Agreement and any Statement of Work for any reason. 5. Proprietary Rights a. The Customer acknowledges that nothing herein gives it any right, title or interest in the Products or the Marks except for the Customer’s express rights to use the Products in accordance with the provisions of clause 2 of this Agreement. b. The Customer acknowledges and agrees that, as between iNube and the Customer, iNube maintains exclusive ownership of the Products in all forms (both object code and source code) and all copies and all portions thereof and the Marks, including, without limitation, any and all worldwide copyrights, patents, trademarks, service marks, trade names, trade secret, proprietary and confidential information rights and other property rights associated with the Products and the Marks. 6. Use of Marks and the Customer Name and Trademarks a. Each party acknowledges the other’s right, title and interest in and to the Marks. Each party agrees not to commit any acts, directly or indirectly, which may contest, dispute, or otherwise impair the rights, title or interest of the other party in or to the Marks. Both parties agree not to claim or assert any rights, title or interest in or to the Marks of the other in any way. b. The Customer hereby grants iNube approval to use the Customer’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, in presentations, marketing materials, customer lists, financial reports and web site listings (including links to the Customer’s web site) for the purposes of advertising or publicizing the Products and Services post written consent of the Customer. c. Subject to the rights and licenses expressly granted under this Agreement, Customer shall retain all right, title and interest in and to any and all Intellectual Property that is (i) solely owned and controlled by the Customer or (ii) licensed or sublicensed by such the Customer prior to, or independent of, this Agreement or, (iii) that the Customer generates independently of this Agreement. d. iNube agrees that without the Customer’s prior written consent, iNube will not include any Confidential Information in any case studies, industry analyses, or similar materials prepared by iNube for any third party. 7. Professional Services, Support and Maintenance a. (If applicable as per mutual agreement under EXHIBIT A and SOW) Subject to availability of iNube's personnel and consistent with iNube's ongoing business, iNube agrees to provide to the Customer, training and technical support services relating to the Products as more specifically set forth on EXHIBIT A. On or before the mutually agreed period, following receipt of an invoice from iNube for consulting, training, maintenance and support fees received by or incurred by the Customer during the term of this Agreement, the Customer will pay to iNube the amount due to iNube in accordance with this section. b. Statements of Work: Services will be described in a Statement of Work substantially in the form attached hereto as Exhibit B (each a “Statement of Work”). Once agreed, each Statement of Work must be signed by authorized representatives of both parties and will become a part of and subject to this Agreement. c. Acceptance: Upon completion of all customization or other work as required under this Agreement or any applicable SOW, iNube shall certify in writing that the Services Work Product is delivered, installed, and/or functioning as per the specifications of the SOW. Customer may conduct such tests as it deems reasonably necessary to determine whether the Product meets all applicable specifications and requirements set forth in the SOW. Without limitation, the Customer shall confer its acceptance of service work product within thirty (30) days from the date that iNube provides the written certification (“Testing Period”). During the Testing Period, the Customer may reject the services work product if it does not function as specified in the applicable SOW and any other applicable requirements and specifications agreed to by the parties, provided iNube does not correct such deficiencies within a commercially reasonable period of time (not less than thirty (30) days) from receipt of written notice from the Customer. If the Customer fails to reject the services work product or to give written notice of deficiency on or before the 30th day from the aforesaid written certification by the iNube, the Customer shall be deemed to have accepted the services work product. Upon acceptance, or deemed acceptance, as the case may be, the Customer shall pay any portions of the fees and charges that have not been paid, in accordance with the applicable payment terms. d. Changes to Statements of Work: If a party wishes to change a Statement of Work, and both parties agree, the change will be documented in writing by a change order signed by authorized representatives of both parties. The change order must describe the change, the impact that the change may have on the Statement of Work, the estimated resources and time required to implement the change and any change in prices, if applicable. e. Project Management: The Customer and iNube will each designate a coordinator who is experienced to provide the information and support necessary to the other party for the performance of this Agreement. The parties’ respective “Contact Persons” shall be identified in the applicable Statement of Work. The Contact Persons shall be the primary points of contact for inquiries and requests. Each such coordinator shall provide the other with such information and assistance as may be reasonably requested by the other from time to time for the purpose of the performance of this Agreement. f. Personnel: The Services shall be performed by persons of appropriate skill and experience. If, at any time, the Customer objects to any iNube employee performing Services, and if the Customer so requests, iNube shall withdraw such persons from the provision of the Services. iNube shall replace any such withdrawn person within a reasonable period so as to ensure that the Services remain uninterrupted and unaffected. In no event shall the Customer be responsible for any costs associated with the transition of the work to a new employee or agent. g. Records: iNube shall, subject to the confidentiality provisions of this Agreement, throughout the term of this Agreement and for a period of ten (10) years after its expiration or termination, keep up-to-date records with respect to all work performed hereunder including, but not limited to, documentation of all expenditures and purchases made, time incurred and personnel used in connection with the Services in accordance with standard accounting and record keeping practices. In order to assure the maintenance of said records and to permit Customer to assure that the Services have been performed as provided in this Agreement and to confirm iNube billing where appropriate, iNube shall throughout the term of this Agreement and for a period of one (1) year after its expiration or termination permit Customer or its agent to examine such records one time each year at such reasonable time or times as Customer and iNube may determine within iNube’s normal business hours. Customer shall bear all expense of such audit, unless any such audit reveals amounts owed to Customer in which case iNube shall promptly pay such amounts to Customer and shall reimburse Customer for the costs of such audit. 8. WARRANTIES a. iNube warrants that: (i) it is the sole owner of the Products, or has all the necessary rights sufficient to grant the licenses under this Agreement; and (ii) the Products do not infringe upon any patent, copyright, trade secret, or other proprietary or intellectual property right of any third party. b. iNube does not make any express or implied warranties to Customer beyond that specified expressly herein with respect to the Products, any copies thereof, any Services provided hereunder or otherwise regarding this Agreement, whether oral or written, express or implied to the extent permissible by applicable laws, iNube and its suppliers disclaim all other warranties, either express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose. c. Professional Services Warranty: All Services provided by iNube to the Customer under this Agreement shall be performed in a professional and workmanlike manner by adequately trained and experienced personnel with at least the degree of accuracy, quality, efficiency, completeness, timeliness and responsiveness as are equal to or higher than the accepted industry standards applicable to the performance of the same or similar services and in accordance with the terms of this Agreement and each Statement of Work executed between the parties. As a general business practice iNube shall reasonably ensure that personnel assigned to the Customer are not arbitrarily changed and shall promptly notify the Customer in case iNube is constrained to change such assigned personnel due to reasons including job rotation, promotions, termination of employment, project redundancy, change in technology and such similar grounds. 9. Obligations of the Parties a. The Customer’s Commitment: The Customer will ensure that all personnel who may be necessary or appropriate for the successful implementation of the Services will, on reasonable notice, (i) be available to assist iNube’s personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as outlined in the Statement of Work under Exhibit B; (iii) participate in progress and other Services related meetings; (iv) contribute to software and system testing; and (v) be available to assist iNube with any other activities or tasks required to complete the Services in accordance with the Statement of Work in the form under Exhibit B. b. iNube’s Commitment: iNube represents and undertakes: (i) to obtain and maintain validity throughout the Agreement all appropriate registrations permissions and approvals, which are statutorily required to be obtained by iNube for performance of its obligations; (ii) to be responsible for payment of all dues and contributions, as applicable, towards statutory benefits for its employees, agents; (iii) to be responsible for managing the activities of its personnel or the personnel of its subcontractors/franchisees and will be accountable for both; (iv) that it shall be the principal employer of the employees, agents etc. engaged by it and shall be liable for all the acts, deeds or things, whether the same is within the scope of power or outside the scope of power, vested under this Agreement. In no event the Customer shall be deemed to be the employer of the employees, agents etc. engaged by iNube. No right of any employment shall accrue or arise, by virtue of engagement of employees, agents etc. by iNube, for any assignment under this Agreement. 10. Confidentiality a. Confidentiality Obligations: From time to time, either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”), disclosed in any form, confidential or proprietary information concerning the Disclosing party and/or its business, products, customers, services, policyholders and/or claimants, including but not limited to information and/or documents concerning; (1) financial information, strategic business plans, policies and/or methods; (2) marketing, claims, sales, underwriting strategy, and decision making processes; (3) pricing and/or profit information; (4) Customer Data; (5) proprietary and/or confidential intellectual property; and (6) intellectual property of third parties licensed to the disclosing party, (collectively, “Confidential Information”) and Trade Secrets in connection with this Agreement. Each party agrees that during the Term and thereafter: (i) it will use Confidential Information belonging to the Disclosing Party solely for the purpose(s) of this Agreement; and (ii) it will take reasonable precautions, but no less than it would take to prevent the disclosure of its own similar Confidential Information, to ensure that it does not disclose Confidential Information belonging to the Disclosing Party to any third party (other than the Receiving Party’s employees and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without first obtaining the Disclosing Party’s written consent. Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party. At the Disclosing Party’s discretion, the Disclosing Party may request all copies of Confidential Information be destroyed and the Receiving Party shall provide certification upon such destruction. For Confidential Information that is neither trade secret or Customer Data, these confidentiality obligations will expire three (3) years after the termination or expiration of this Agreement otherwise the obligations will remain in effect indefinitely. With regard to Trade Secrets, this confidentiality obligation will continue for so long as such information constitutes a trade secret under applicable law. The Receiving Party will be responsible for any breach of this Section by its employees, representatives, and agents. b. Confidential Information shall not include any information that; (i) at the time of the disclosure is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving Party or its representatives); (ii) is available to the receiving Party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving Party without violating its obligations under this Agreement or under any applicable law. c. Customer Data: Subject to the Data Protection Legislation, iNube agrees that should the Customer provide information regarding or identification of its persons and entities insured by the Customer or to whom services are rendered by the Customer including non-public personally identifiable information of individuals and all of this material shall be treated as highly sensitive Confidential Information by iNube. iNube agrees: (1) to hold such information and/or materials as Confidential Information hereunder; (2) to use such materials and/or information only to perform Services on behalf of the Customer; (3) to delete, destroy, and/or return such material and information upon completion of the Services rendered to Customer. Except for the purposes of carrying out this Agreement, iNube shall not disclose or use any non-public personally identifiable information about an insured or claimant provided by Customer to iNube. “Non-public Personally Identifiable Information” is financial or medical information of or concerning a private person, which has been obtained from sources that are not available to the general public or obtained from the person who is the subject and may include data elements such as names and addresses of individuals. d. Required Disclosures: These confidentiality obligations will not restrict any disclosure required by order of a court or any government agency, provided that the Receiving Party gives prompt notice to the Disclosing Party of any such order and reasonably cooperates with the Disclosing Party at the Disclosing Party’s request and expense to resist such order or to obtain a protective order. 11. Indemnification a. Subject to the Limitation of Liability below, iNube will indemnify, defend at its expense, any action brought against the Customer based on or relating to: (i) iNube’s actual or alleged breach of any warranty set forth in this Agreement, Schedule(s), and/or SOW's; (ii) any claim of infringement, violation or misappropriation of the Intellectual Property Rights of any third party. iNube will indemnify and hold harmless the Customer against damages and costs including reasonable attorneys' fees, penalties and interest finally awarded against the Customer in such actions directly attributable to such claims. iNube will not be obligated to indemnify any claim of infringement if such infringement arises out of the use or combination of the Products with other software. b. The Customer agrees to indemnify, defend and hold harmless iNube, its affiliates and each of their direct and indirect officers, directors, employees, agents, employees successors and assigns ("iNube Indemnified Person") against any claims and all losses due to, arising from or relating to (i) any breach of this Agreement, or the confidentiality provisions, (ii) any actions or omissions on the part of Customer in distributing or marketing the Products, gross misconduct or willful negligence (iii) any statements, claims, representations or warranties made by Customer or its employees, agents or representatives, relating to the Products, other than as authorized by iNube in writing or made in iNube’s own writings; or (iv) Any failure on the part of the Customer to pay any taxes, duties or assessments due hereunder or other amounts as set forth herein. c. The indemnification set forth in clauses above is conditioned upon the indemnified Party providing the indemnifying Party (i) notice of any claim or cause of action upon which the indemnified Party intends to base a claim of indemnification hereunder, and (ii) the indemnified Party providing reasonable assistance and cooperation to enable the indemnifying Party to defend the action or claim hereunder and have the sole control of such proceedings. The indemnifying Party will have the right to defend any action or proceeding involving a claim that the indemnifying Party is obligated to indemnify hereunder. The indemnifying Party will not be obligated to indemnify any claim that is settled by the other Party without the prior written consent of the indemnifying Party. d. If, in iNube’s opinion, any deliverable Products are to likely to become, the subject of a claim of infringement for which iNube is required to indemnify the Customer pursuant to this section, iNube may, at its discretion, (i) obtain for the Customer, at no additional cost to the Customer, the right to continue using the Services under this Agreement; (ii) modify or replace the product or part thereof at no additional cost to the Customer, to avoid such claim, or (iii) if neither (i) or (ii) is commercially feasible, cause the Customer to cease using the applicable Product, in which case it shall refund to the Customer the total amount paid for the product. 12. Limitation of Liability a. The Customer acknowledges and agrees that in no event shall iNube or any affiliate of iNube, or any of iNube’s officers, directors, employees, shareholders or representatives be liable to the Customer for any special, indirect, incidental or consequential damages in any way relating to the Products or Services, even if iNube has been notified of the possibility or likelihood of such damages occurring. b. In no event will iNube’s liability for any damages to the Customer or to any third party arising out of or relating to the Products or Services ever exceed the amount of fees paid by the Customer to iNube hereunder, or paid by such third party to the Customer, as the case may be, regardless of the form of action whether in contract, negligence, strict liability, tort, products liability or otherwise; except with respect to damages caused by iNube’s gross negligence, fraud or wilful misconduct, by reason of which liability, shall not be limited. 13. Governing Law: This Agreement shall be governed in all respects by the Laws of India and any dispute, controversy or claims arising out of or relating to this Agreement or the breach, termination or invalidity thereof, shall be subject to the exclusive jurisdiction of the Courts of [●], in case such disputes do not fall under the clause below. 14. Dispute Resolution a. Amicable Settlement: Save and except for any claims arising out of infringement of intellectual property rights of iNube, the Parties shall use their best efforts to settle amicably all disputes including any unresolved controversy or dispute arising out of or in connection with the existence, interpretation, performance, or termination of this Agreement, arising out of or in connection with this Agreement (“Dispute”) in the manner specified in this Section. The Party raising the Dispute shall address to the other party a notice requesting an amicable settlement of the Dispute. b. Any dispute that cannot otherwise settled by negotiation within thirty (30) days of it being notified by any Party to the other Party, shall be resolved exclusively by a binding arbitration by an Arbitrator agreed and appointed by both Parties. The seat for Arbitration shall be [●] and such an Arbitration proceeding shall be in English. 15. MISCELLANEOUS a. Assignment: This Agreement and each Statement of Work shall inure to the benefit of and be binding upon the respective successors and assigns, if any, of the Parties hereto. Neither Party shall assign its rights under this Agreement or any Statement of Work hereunder without the prior written consent of the other Party. b. Notices: All notices given pursuant to this Agreement shall be in writing sent prepaid by certified or registered mail or commercial express courier and will be deemed effective upon delivery confirmed by the carrier. All such notices will be sent to the addresses first set forth above, attention Chief Executive Officer and General Counsel for iNube and Chief Executive Officer with a copy to Head- Legal & Compliance Department for Customer. c. Entire Agreement: This Agreement including the Statement(s) of Work completely and exclusively states the agreement of the Parties regarding its subject matter. In the event of any conflict between the terms of this Agreement and the terms and conditions of any Statement of Work, the Statement of Work shall prevail. d. This Agreement supersedes all prior proposals, agreements or other communications between the parties, oral or written, regarding such subject matter. Nothing herein is intended to supersede or amend any license agreement between the parties. This Agreement shall not be modified except by a subsequently dated written amendment or appendix signed on behalf of iNube and Customer by their duly authorized representatives, and any provision of a purchase order purporting to vary the provisions hereof shall be void. e. Waiver: The waiver by either Party of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any succeeding breach of such provision or the waiver of the provision itself. f. Severability: In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law or applicable court decisions. g. Non-solicitation: During the term of this Agreement, and for a period of one (1) year immediately thereafter, the Customer agrees not to solicit any employee or independent contractor of the iNube on behalf of any other business enterprise, nor shall the Customer induce any employee or independent contractor associated with iNube to terminate or breach an employment, contractual or other relationship with the iNube unless agreed by the Parties in writing or in the event such employee or independent contractor initiates contact with the hiring party on its own accord or in response to a general advertisement that is not specifically directed to the employee or contractors of iNube. h. No Agency: The Parties are independent contractors under this Agreement, and nothing contained herein shall be construed as creating any agency, partnership, employment, or other form of joint enterprise between the parties. i. Force Majeure: Except for payment obligations, for a period of up to thirty (30) days after a Force Majeure Event, neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including, but not limited to, orders or other governmental directives, acts of God, acts of a common enemy, fires, explosions which cause a delay or failure of performance (each, a “Force Majeure Event”); provided the non-performing party provides prompt notice to the other party and is without fault in causing such failure or delay, and such failure or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing or delayed party through the use of alternate sources, workaround plans or other means. In such event, the non-performing or delayed party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such non-performing or delayed party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. j. Counterparts and Facsimiles: This Agreement may be signed in two counterparts, which together shall form a single agreement as if both Parties had executed the same document. Facsimile signature pages shall be binding as if original. IN WITNESS WHEREOF, the parties have executed this Software and Services Agreement to be effective as of the Effective Date. By: iNube Software Solutions Pvt. Ltd. By: [●] Name: Name: Title: Title   EXHIBIT A: Commercial Terms and Conditions [●] EXHIBIT B: Statement of Work TABLE OF EXHIBITS TO THE SOW Annexure 1 Product Functionalities Annexure 2 Project Timeline Annexure 3 Fees Annexure 4 Payment Milestones Annexure 5 Escalation Matrix Annexure 6 Project Deliverables Annexure 7 Project Assumptions and Dependencies Annexure 8 Warranty & Production Support Annexure 9 Deployment Process ANNEXURE 1 - PRODUCT FUNCTIONALITIES The following requirements are considered as part of scope of work under the SOW. Out of the Box Requirements Description User Management There should be an option with FWA manager to cancel the cases which are already allocated in field / vendor on the basis of request received from claims team / legal team. Ability to capture Digital Signatures System should provide secure user authentication and authorization mechanisms. There should be options to create / delete and edit. There should be multiple user roles for FWA Team (FWA Head, Zonal managers, Regional Managers, Vendors and Field Officers of vendors) There should be logins for Mobile Application too Roles and rights should be configurable by the administrator. Dashboard The system should have a detailed dashboard view with various buckets. Dashboards should be real time based. Vendor can view cases only till case is open with vendor. post closure of vendor will not able to download / print any claim documents. unless case has been reassigned / sent back by FWA manager for additional work. There should be an option to configure the dashboard / buckets. Options should be available to given Case to Case basis vendor feedback by state manager. Feedback should be as Excellent, Good, Average & Poor in a radio button format with free text space for adding remarks. Investigation Workflow The system should provide a structured workflow for claims investigation process. Case manager will decide which cases to get incentive, there should be radio button as (incentive eligible, not eligible, no comments). Limits for documents and video files. The system should track the status of each claim, from initial assignment to final resolution. For single vendor, there should be option for more than one ID. Ability to Geotag images / Location tags. Ability to assign case to either Internal employees or External investigators. Ability to assign cases based on the location of investigator. There should be an option with state manager to recommend for incentive to vendor basis the rejection recommendation. Ability in the Mobile app to either Accept or Reject cases assigned. There should be a claim withdrawal option of available at FWA managers side for the cases allocated to vendor. There should be option for send back for vendor side in case Field officer are not available / Vendor is not functional due to XYZ reason. View / Download reports submitted by onfield users. Dashboards to track movement of cases in various buckets – New Cases, Assigned Cases, Pending for QC Cases, Submitted. Claim investigation trigger detail should be visible (System Trigger, Manual referral, PMS). High size docs should get compressed without affecting quality image/video/audio/document. There should be options / placeholder to mention the investigation remarks in Portal. (Can be defined later). There should be 5 parameters for Reimbursement and 3 Parameters for Cashless. 5 parameters are for Reimbursement which include – Insured, Hospital, Doctor, Pharmacy, Pathologist, Vicinity with a Radio Button showing Yes / No. Remarks column to fill the details, it should be without any character restrictions. It should be mandatory field. All special characters should have access. 3 parameters are for Cashless which includes – Insured, Hospital, Doctor. There should be an option to search claim with search option as per state and products. FWA managers & vendors should have access to task dashboards displaying assigned claims, pending tasks, and completed tasks, TAT. Products are further bucketed as RC: Retail Cashless, RR: Retail Reimbursement, GR: Group Reimbursement, GC: Group Cashless, PA: Personal Accident, Critical Illness, TTD: Temporary Total Disability and Case Management. All cases referred to FWA for all locations to be visible separate view access, geographical / zonal basis. There should be option to upload documents in all necessary formats like jpg, pdf, msg, xlsx, doc, mp4, mp3, ppt, zip, mov. In final single page report, the remarks should be visible only of FWA Managers and not of any vendor. State Manager should get the mirror image of details added by vendors in the portal for taking decision. Ability to manually assign / reassign / rework cases. Reassignment can be made to the same or different investigator. Ability to view ageing of cases (TAT). Ability to view history of case assignment as a popup upon clicking the TAT (starting with the original date of assignment even if case has been reassigned subsequently). Color coding for TAT of claims as Green, Amber, Red should be available. TAT calculation on the basis of hourly for cashless and days for RI. The reason for noneligible incentive categories should also be available as a drop down (reason will be shared later). There should be option to edit the remarks given by vendor, this option should be available at FWA Managers of ABHI (State Manager / Zonal Manager / HOD). Post mentioning 5 parameters there should be option to get a single page report of all remarks added and it should be downloadable. There should be an option for giving final conclusion too. There should be a Copy paste option of vendor remarks should be available. Document Management While the FWA Manager over rules the decision by any vendor, there should be a communication mailer going to vendor along with case investigation feedback and reason for overruling. There should be view, download, and print access. Once the case gets moved out of vendor portal, they should not have access to the same. Over ruling decisions by FWA manager report to have a view access to vendor. The software should support the upload and storage of relevant claim documents such as medical reports, receipts, and invoices, video and audit formats. Notification Ability to generate SMS / WhatsApp / Email notification to the vendor / investigator when case assigned. Ability to generate email to FWA manager when investigator closes the claim. Ability to automatically SMS / WhatsApp / email for followups after predefined period. Mobile App Ability to receive and display tasks / case in inbox of the user Mobile device. Customized forms to carry out Health Claim Investigation including Investigator Invoice details. Ability to capture Images, Audio, Video. There should be tab to upload insured statement, Treating Doctor statement, ICP, past Treatment papers, Expert opinion, pathology visit, pharmacy visit, Radiology visit, Evidence (Grade of evidence). Ability to operate in Offline mode. Questionnaire should be related Critical Illness, Personal Accident, TTD, PTTD, Hospicash, General Health claim. Standard format should be available with the option to add and delete. Case specific vendor feedback form – which will contain customer and vendor details along with name of field officer and contact number. Report Daily allocation, Pending allocation, pending system closure, rework cases, query cases, reallocated cases, case where vendor feedback form is missing with graphical and tabular representation. TAT report should be for FWA Zonal Manager, FWA Manager, Vendor with bifurcations. Additional Software should support exporting dashboards and reports in various formats, such as PDF, Excel, or image files. Integration Referral to FWA happens through System Rules, Manual referral by processing doctors, PMS Referral (Predictive Model Scorecard), PMS TPA. The flow should be: Jarvis à Central team / geographical location/ FWA Manager à Inube Vendor Portal à Vendor Central Team à Vendor Field Officer à Vendor Central Team à FWA QC Managers à Jarvis à Claims Team. Documents available in Jarvis should flow to vendors for review.   ANNEXURE 2: PROJECT TIMELINE [●]   ANNEXURE 3: FEES [●]   ANNEXURE 4: PAYMENT MILESTONES [●]   ANNEXURE 5: ESCALATION MATRIX [●]   ANNEXURE 6: PROJECT DELIVERABLES [●]   ANNEXURE 7: PROJECT ASSUMPTIONS AND DEPENDENCIES [●]   ANNEXURE 8: WARRANTY & PRODUCTION SUPPORT [●]   ANNEXURE 9: DEPLOYMENT PROCESS [●]   EXHIBIT C End-User License Agreement This END-USER AGREEMENT (this “License Addendum") is subject to, and hereby incorporated into, the iNube Software and Services Agreement (the “Agreement”) attached as Exhibit C. Capitalized terms not defined in this License Addendum shall have the meanings set forth in the Agreement. 1. DEFINITIONS. 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