SOFTWARE LICENSING AGREEMENT This SOFTWARE LICENSING AGREEMENT (henceforth referred to as "Agreement") is entered into on _____ between CitiusTech Inc. a company incorporated in Delaware having its address at 2, Research Way, 2nd Floor, Princeton, NJ 08540 (henceforth referred to as Licensor, which expression shall be deemed to mean and include its affiliates, successors in interest and permitted assigns) and __________ having its principal place of business at ________ (henceforth referred to as Client, which expression shall be deemed to mean and include the Licensee alone, its affiliates or its successors in interests or assigns as expressly permitted herein and no one else). WHEREAS: A. Licensor owns and is otherwise well and sufficiently entitled to the software solution known as <> (“Product”) for healthcare business intelligence and reporting. B. Client is engaged in the business of _________________. C. Client desires to obtain a license to use certain components of Product. D. Licensor has agreed to provide Client with a license to use certain components of Product as listed in Exhibit A, as may be updated from time to time, (henceforth referred to as “Product Components”) in a manner that is in accordance with the terms of this Agreement. E. Licensor has also agreed to provide Client with maintenance and support services as described in the Agreement in accordance with the terms contained in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties, each intending to be legally bound hereby, do promise and agree as follows: 1 Grant of License 1.1 License to Use Product Components In accordance with the terms and conditions contained in this Agreement, Licensor agrees to grant to Client and Client agrees to accept a non-exclusive license (the “License”) to use Product Components during the License Term. A list of Product Components is provided in Exhibit A. At all times, the License shall be strictly subject to the terms of this Agreement, including but not limited to the “Terms of Use” as defined in Exhibit B. 1.2 Terms of Use, Reservation of Rights and Limitations At all times, the License shall be subject to the Terms of Use that are listed in Exhibit B of this Agreement. Licensor reserves all rights which are not expressly granted to Client under this Agreement. 1.3 License Fees In consideration for the grant of the License, Client shall compensate Licensor in accordance with the terms of Exhibit C of this Agreement. License Fees shall be exclusive of all indirect taxes in nature of goods and service tax, state sales tax, local county tax or value added tax, which shall be charged / recovered separately. 2 Maintenance & Support Services Licensor shall provide Client with Maintenance and Support services that are listed in Exhibit D of this Agreement. Client shall compensate Licensor for the Maintenance and Support Services in accordance with Exhibit C of this Agreement. 3 Professional Services The terms and conditions governing services for implementation of Product Components shall be in accordance with a separate professional services agreement (“Professional Services Agreement”) in this regard. Services provided by Licensor in this regard shall be covered by the “Confidential Information” and “Intellectual Property” sections of this Agreement and in case of any conflict between the provisions of the Professional Services Agreement and this Agreement in this regard, the provisions of this Agreement shall prevail.  4 Confidential Information 4.1 Definition of Confidential Information “Confidential Information” means software (whether as object code, source code, database schemes, database scripts, database reports, etc.), user documentation, drawings, specifications, training materials, technical documentation, release notes, trade secrets, logins, passwords and other access codes, inventions, works of authorship and also includes any other information disclosed by either party which is (i) conspicuously marked “confidential” or “proprietary” if in tangible form, (ii) identified as “confidential” or “proprietary” at the time of disclosure (iii) any other information that, when taking into consideration the circumstances surrounding disclosure of the same, a reasonable person would determine to be of a confidential or proprietary nature or (iv) otherwise designated as confidential or proprietary. During this Agreement, either party may disclose to the other Confidential Information. In particular, Licensor may be sharing various open-source components of Product with Client, along with various forms of documentation. 4.2 Confidentiality Obligations The receiving party will (i) treat and obligate its employees to treat such information as confidential; (ii) not disclose Confidential Information to any person, firm or corporation, other than to the extent required by law or required for the performance of obligations under this Agreement; and (iii) only use the Confidential Information for the purposes intended under this Agreement. Confidential information does not include: (i) information obtained through lawful means before the date of this Agreement; (ii) information which is or becomes part of the public domain through no fault of the receiving party; and (iii) information which is lawfully known to the other (iv) information which is independently ascertained or created by the receiving party without the use of or reference to Confidential Information. Either party may disclose Confidential Information if required to do so by a court or government agency, provided, however, that such party will only disclose such information to the extent required by such court or government agency and will make commercially reasonable efforts to notify the other party prior to making such disclosure. The obligations of one party not to disclose the Confidential Information of another party shall survive and remain enforceable following the termination of this Agreement. 4.3 Additional Exclusions For the removal of doubt, it is clarified and agreed that during interactions between Client and Licensor, parties may discuss opportunities for enhancements / modifications to the Product. Examples of such enhancements / modifications include (but are not limited to) new reports, modifications to existing reports, incorporation of additional data elements, metrics, measures, ETL connectors, user interface elements, etc. Any such information that is shared between Client and Licensor during such discussions shall NOT be regarded as Confidential Information of either Client or Licensor. Client and Licensor shall have the complete liberty to incorporate such suggestions, feedback, information, etc. into their respective software solutions without any reference to or obligation towards the other. 5 Intellectual Property 5.1 Licensor Intellectual Property Save and except for the stipulations of section titled Client Intellectual Property, it is explicitly agreed between Licensor and Client that: 5.1.1 Except for the granting of a license, it is neither the intention of Licensor to grant, create and/or transfer to Client and nor is it the intention of Client to acquire intellectual property rights of any nature whatsoever in respect of the Product by entering into this Agreement. 5.1.2 All other intellectual property and ownership rights arising from and/or concerning and/or attached to and/or embedded in and/or associated with the Product shall continue to remain vested in Licensor and in Licensor alone. 5.1.3 This Agreement shall be meant, interpreted and construed as a simple arrangement for Licensor to grant Client a license to use the Product Components in accordance with the terms of this Agreement, and to provide Client with the various services listed in this Agreement. 5.2 Client Intellectual Property It is explicitly agreed between Licensor and Client that all logos, trademarks and other branding material of the Client that are provided to Licensor shall at all times be the sole property of the Client, and Licensor shall not have the right to use such logos, trademarks and other branding material for any purpose except for the purpose provided by Client. It is neither the intention of Client to grant, create and/or transfer to Licensor and nor is it the intention of Licensor to acquire intellectual property rights of any nature whatsoever in respect of the Client Software by entering into this Agreement. All intellectual property and ownership rights arising from and/or concerning and/or attached to and/or embedded in and/or associated with the Client Software shall continue to remain vested in Client and in Client alone. 6 Warranties 6.1 Warranties and Indemnification: 6.1.1 Warranty of Ownership: Licensor hereby represents and warrants that it is well and sufficiently entitled to enter into this Agreement, and that Licensor owns exclusively all rights and title in and to the Product Components. 6.1.2 Warranty of Originality: Licensor warrants that the Product Components do not infringe any copyright, patent or trademark or proprietary information of any third party. 6.1.3 Licensor expressly disclaims any liability on account of any erroneous use/ input by the Client with respect to the Product. 6.2 Indemnification for Infringement of Third-Party Rights: In the event of any legal proceedings or claims brought by a third party against Client alleging any infringement of any copyright, trade secret or patent owned by such third party in connection with the use of the Product Components, Licensor will defend Client against any claims made by such third party (provided that such third party is not affiliated with Client), and indemnify Client fully against any and all damages, without limitation, as well as any and all costs and attorneys’ fees through appeal that may be incurred by Client. It is further agreed that in the event of any such legal proceedings or claims, Licensor shall provide a legal defense in a reasonably timely manner consistent with the civil procedure requirements in the legal jurisdiction in which the matter is to be litigated. This indemnification and defense shall be subject to Client having notified Licensor promptly, in writing, of such claim and having granted Licensor the control, cooperation, information and assistance that is necessary for Licensor to defend and/or settle such a claim. If Licensor fails to provide the defense as stipulated above, Client shall be entitled to arrange for such defense and Licensor shall keep Client indemnified in this regard. Furthermore, if Client’s use of Product Components infringes upon, or, in the opinion of Licensor, is likely to infringe upon the copyright, patent or trade secrets of any third party, whether a claim that is brought on by such third party or not, Licensor shall be entitled to take any measures to substitute or modify Product Components so that they will be free of such infringement, while at the same time maintaining equivalent functionality and performance. 6.3 Limitations on the Obligations of Licensor to Defend Client: Notwithstanding anything to the contrary, Licensor shall not be responsible and/or liable for the infringement of any copyright, patent or trade secret arising under any of the following circumstances: 6.3.1 If Client continues to use Product Components after Licensor has notified it not to use the same. 6.3.2 For use of Product Components in a manner that is not consistent with the manner specified in this Agreement. 6.3.3 For situations where the claim against the use of Product Components are not the cause of the claim and is only incidental to some other claim against Client – e.g. a claim against Client pertaining to Client’s own software. In such cases, Client will be responsible to reimburse Licensor for costs and expenses arising from such actions. 6.4 Restriction on Warranties It is agreed that save and except what has been expressly provided in this Agreement, Licensor has provided no other warranties, whether expressly or by implication, including (but not limited to) warranties related to the merchantability of Product, or warranties related to Product being error free and/or functioning without interruption. 7 Limitation of Liability and Exclusion of Certain Damages 7.1 Limitation of Liability Unless otherwise provided to the contrary, the maximum liability of Licensor towards Client under the Agreement shall be limited only to the total amount paid by Client to Licensor under this Agreement, during a period of twelve months preceding the date on which the liability arose. This limitation of liability shall apply irrespective of the basis of the liability, whether it arises on account of a breach of contract, tort (including negligence), strict liability, breach of warranties, failure of essential purpose, or otherwise. Notwithstanding anything to the contrary herein, this section does not limit either party’s liability for violation of confidentiality obligations or of the other party’s intellectual property rights. 7.2 Exclusion of Certain Damages In no event shall either Licensor or Client, including their respective affiliates, be liable for any claim for any consequential, incidental, indirect, punitive or special damages of any nature whatsoever (including without limitation loss of profits, data, business or goodwill), regardless of whether such liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, failure of essential purpose or otherwise, and even if advised of the likelihood of such damages. The parties have addressed and negotiated the limitations and exclusions set forth in this agreement and agree that the relevant provisions are fair in relation to the benefits received by each party. 8 Term and Termination 8.1 License Term The license granted by Licensor under this Agreement shall be for a term of _________ (“License Term”), subject to Licensor’s right to terminate this Agreement (including the license) in the event of a breach by Client, in accordance with the terms of this Agreement. 8.2 Termination 8.2.1 Notwithstanding any language in this Agreement to the contrary, either party shall be entitled to terminate this Agreement in the event of a material breach of this Agreement by the other party, which the breaching party fails to rectify within 30 calendar days of written notice from the party alleging the breach. This right shall be without prejudice to other rights available to the parties under applicable laws. 8.2.2 For the removal of doubt, it is clarified that failure to pay any amounts due to Licensor under this Agreement in accordance with its terms shall be regarded as a material breach, except in such instances where a legitimate dispute exists as to amounts due. Further, violation of any terms listed in the Exhibit B (“Terms of Use”) shall also be regarded as material breach. 8.2.3 Client may terminate this Agreement without cause, by giving a written notice of 90 calendar days. 8.2.4 In the event that Client is not satisfied with the performance of Product and/or the Maintenance and Support Services, Client shall give written notice thereof to Licensor. Such a notice shall enumerate with reasonable specificity the performance issues identified by Client. Upon receipt of said notice, Licensor shall make reasonable efforts to evaluate and address the performance issues identified by Client. If such issues are not resolved in a manner that is satisfactory to Client within 90 calendar days, Client shall be free to terminate this Agreement by written notice to Licensor. It is clearly agreed that in such an event, Client shall NOT be entitled to hold back any amounts due to Licensor under this Agreement on account of dissatisfaction, while continuing to use or permit the use of Product. 8.3 Effects of Termination 8.3.1 Within 6 months of the termination of this Agreement by Licensor because of a breach committed by Client, Client shall remove and/or uninstall and/or cause to be removed and/or uninstalled Product (including any modifications) from all systems on which it had been installed, and return / destroy all Confidential Information of Licensor. 8.3.2 In the event of a termination of this Agreement by Client, Licensor shall provide reasonable support and co-operation to migrate users to any alternate solution arranged by Client. Client shall have 6 months to migrate users to an alternate solution. During the period of migration, the commercial terms of this Agreement shall continue to apply. 8.3.3 Sections titled Confidential Information, Intellectual Property, Warranties, Limitation of Liability and Exclusion of Certain Damages, Dispute Resolution/Governing Law/Choice of Venue shall survive the termination of this Agreement. Obligations of Client to pay amounts validly due to Licensor under this Agreement shall also survive until such amounts have not been paid. Any amounts paid to Licensor under this Agreement prior to termination under Clause 8.2, shall not be refundable upon termination. 9 Right to Independent Development Notwithstanding any language to the contrary in this Agreement, Client shall retain at all times the right, without limitation, to develop independently and implement its own software solutions to meet its needs, provided however that such development shall not use any of the confidential information of Licensor, including but not limited to the technical architecture, documentation and/or source code of Product Components. 10 Force Majeure Neither party undertakes any liability if it is prevented from performing its obligation due to sickness, accident, death of its employees or its consultants or any other such cause beyond the control of such party (including Acts of God), in which event this Agreement shall immediately terminate and any amounts paid but not yet earned shall be promptly refunded. 11 Assignment This Agreement shall be binding upon and for the benefit of the undersigned Parties, their successors, legal representatives and permitted assigns. 12 Dispute Resolution/Governing Law/Choice of Venue In the event of a dispute relating to the performance of this Agreement, the parties shall first submit such dispute for discussion and resolution to their respective executive management teams at their corporate headquarters. If the corporate executive management teams of each party are unable to resolve the dispute within ten (10) days of submission, then the parties may seek to resolve the dispute by submitting the matter to binding arbitration administered by a single arbitrator (to be selected by the parties) and subject to the rules of the American Arbitration Association. The venue for mediation, arbitration, or any other proceeding to interpret or enforce the terms of this agreement shall Princeton, New Jersey in the United States of America. 13 Waiver The waiver of a breach of this Agreement or the failure of a party to exercise any right under this Agreement shall in no event constitute a waiver as to any other breach, whether similar or dissimilar in nature, or prevent the exercise of any right under this Agreement. 14 Entire Agreement This Agreement, as may be amended in writing, represents the entire Agreement and supersedes any and all previous agreements and understandings between the parties relating to the subject matter hereof. This Agreement may be amended only in writing, signed by both parties. The Exhibits attached to the Agreement shall be regarded as being an integral part of this Agreement and references to this Agreement shall therefore include the attached Exhibits. 15 Notice Any notice under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by registered mail, return receipt requested, (c) sent by overnight air courier, or (d) by facsimile, in each case forwarded to the appropriate address set forth below. Either party may change its address for notice by written notice to the other party. Notices will be considered to have been given at the time of actual delivery in person, ten (10) business days after posting, or one (1) business day after (i) delivery to an overnight air courier service or (ii) the moment of receipt of transmission by facsimile. To Client: To Licensor: CitiusTech Inc. 2, Research Way, 2nd Floor, Princeton, NJ 08540 Attention: Dhaval Shah, Executive Vice President. 16 Severability If any term, condition or provision in this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law. 17 Duplicates This Agreement shall be in duplicate, and each party shall receive one duplicate original. 18 Headings The subject headings of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any provision hereof. IN WITNESS WHEREOF, the parties have executed this Agreement, intending to be legally bound, as of the day and year written above. For ___________________ For CitiusTech Inc. Signature Name Title Date