LICENSE AGREEMENT This License Agreement (‘Agreement’) is entered into on the Execution Date by Kuliza Technologies Private Limited, a company incorporated as per the provisions of the Companies Act, 1956 and subsisting under the Companies Act, 2013, having its registered office at No.11/3, Bommanahalli, Hosur Main Road, Bangalore – 560068 represented by its authorised signatory (hereinafter referred to as the ‘Company’, which expression shall, unless repugnant to the meaning or context thereof, be deemed to mean and include its successors and assigns); AND the Person set out in Schedule A represented by its authorised signatory (hereinafter referred to as the ‘Licensee’ which expression shall, unless repugnant to the meaning or context thereof, be deemed to mean and include its successors and permitted assigns). The Company and the Licensee shall hereinafter, wherever the context permits, jointly be referred to as ‘Parties’ and individually as ‘Party’. RECITAL: The Company is entitled to license the Software (as defined hereunder). The Licensee wishes to license the Software from the Company, and the Company has agreed to license the Software to the Licensee on the terms set out herein. THE PARTIES AGREE AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION 1.1. The following words when used with capitalized first letter shall have the following meaning in this Agreement: 1.1.1. ‘Agreement’ means this License Agreement, together with the schedules and annexures attached hereto, as amended from time to time in accordance herewith. 1.1.2. ‘Annual Maintenance Contract’ means the annual maintenance contract attached as Schedule B hereto. 1.1.3. ‘Control’ (including, with correlative meaning, the term “under common Control”), as used with respect to any Person, means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of capital, partnership interest or any other equity interest, or ownership of voting rights or otherwise. Ownership of more than 50% (fifty percent) of the voting securities or other equity interest in a Person shall be deemed to constitute Control. 1.1.4. ‘Error(s)’ means any failure of the Software to function in accordance with the Specifications, but does not include any failure caused by: i. Licensee’s failure to comply with the requirements of the Specifications, and/or ii. the Licensee's or third party’s adjustments or changes to the Software or any other component of the Integrated System that is not approved by Company, and/or iii. malfunctioning of any part of the Integrated System other than the Software, and/or iv. malfunctioning of any other product, services, hardware, infrastructure, network or application. 1.1.5. ‘Execution Date’ means the date on which Parties have executed this Agreement and set out in Schedule A. 1.1.6. ‘Integrated System’ means the combined operational system comprising the Software as customised and integrated with other software or systems of the Licensee and/or other third parties. 1.1.7. ‘Intellectual Property’ means all intellectual property including (i) ideas, concepts, creations, discoveries, inventions, improvements, knowhow, technology, trade or business secrets, (ii) trade names, business names, internet domain names, trade-marks, service marks, designs, patents, trade patents, industrial designs, (iii) tools, techniques, devices, models, methods, procedures, processes, systems, principles, formula, algorithms, works of authorship, flowcharts, drawings, manuals, sketches, teaching techniques, electronic codes, proprietary techniques, research projects, scientific or technical information, (iv) software, computer programming code, source code, object code, specifications, flow charts, databases, software programs, data, documents, instruction manuals, records, memoranda, notes, user guides, and (v) other confidential and proprietary information (including business and marketing plans, customer and suppliers lists and related information), in either printed or machine-readable form, whether or not copyrightable or patentable, or any written or verbal instructions or comments. The term “software”, for the purposes of this definition, shall include the literal elements of a program (source code, object code or otherwise), its audio-visual components (menus, screens, structure or organization), any human or machine-readable form of the program, and any writing or medium in which the program or the information therein is stored, written or described, including without limitation, diagrams, flowcharts, designs, drawings, specification, models, data and bug reports. 1.1.8. ‘License Fee’ means the license fee set out in Schedule A. 1.1.9. ‘Licensee Data’ means any data of the Licensee (including User data) that is incorporated into the Software and / or Integrated System. 1.1.10. ‘Module(s)’ means the modules of the Software described in Schedule A. 1.1.11. ‘Patch(es)’ means additional programming code to be integrated with the Software to correct an Error or alleviate its effects. 1.1.12. ‘Person’ means any individual, partnership, limited liability partnership, limited liability company, body corporate, corporation, association, society, trust or other entity or organization, whether or not a juridical person. 1.1.13. ‘Product Maintenance’ has the meaning set out in the Annual Maintenance Contract. 1.1.14. ‘Product Upgrade(s)’ means new versions/ future releases of the Software. 1.1.15. ‘Software’ means the software more fully described in Schedule A and shall mean (i) the computer programs in executable code for the Modules; (ii) the connectors specified in Schedule A; (iii) Product Upgrades that the Licensee is provided pursuant to the Annual Maintenance Contract or Clause 8, as the case may be; and (iv) any Updates and Patches provided by Company to the Licensee pursuant to the Annual Maintenance Contract (if subsisting). 1.1.16. ‘Software Services Agreement’ means one or more agreements that may be entered into between the Company and the Licensee to govern software services that the Licensee may request from the Company in connection with the Software, including but not limited to specific customization, integration, implementation and on-site support of the Software and/or Integrated System. 1.1.17. ‘Specifications’ means the specifications of the Software set out in Schedule A. 1.1.18. ‘Territory’ means the territory specified in Schedule A. 1.1.19. ‘Term’ means the term of the license of the Software set out in Schedule A. 1.1.20. ‘Updates’ means modifications, improvements, revisions and updations made to the Software to enable it to operate in conjunction with supported releases of third party computer equipment, operating system upgrades and all new enhancements to the Software that are incorporated into the Company’s standard version of the Software. 1.1.21. ‘Use’ means the entitlement of the Licensee to use the Software in the manner and for the purposes set out in Schedule A. 1.1.22. ‘User(s)’ means the Persons who are permitted to Use the Software as specified in Schedule A. 1.1.23. ‘Warranty’ has the meaning set out in Clause 5.2. 1.1.24. ‘Warranty Period’ means warranty period for the Software set out in Schedule A. 1.2. The Schedules to this Agreement form an integral, substantive and operative part of this Agreement. 1.3. Interpretation. Unless the context requires otherwise: 1.3.1. the headings are inserted for convenience only and shall not affect the construction or interpretation of this Agreement; 1.3.2. the words including and include shall mean including without limitation and include without limitation, respectively; 1.3.3. the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement and not to any particular provison of this Agreement; 1.3.4. any reference, express or implied, to any law or enactment (which includes any legislation in any jurisdiction) includes: (a) that enactment as amended, updated, or re-enacted from time to time; and (b) any subordinate legislation (which includes rules, regulations, official circulars, press notes, orders, directions, clarifications, notifications and the like) under such enactment; 1.3.5. reference to any agreement or document shall be construed as meaning and including references also to any amendment, modification or variation thereto, or restatement thereof, by the parties thereto in accordance with the provisions thereof. 2. LICENSE OF SOFTWARE 2.1. Grant of license. Subject to the terms and conditions contained in this Agreement (including without limitation the restrictions, terms and conditions set out in Schedule A) and the payment of the License Fee by the Licensee to the Company, the Company grants to the Licensee, a non-exclusive, non-sublicensable, non-transferable license for Users to Use the Software only in the Territory for the Term; and the Licensee hereby accepts the same. The Licensee shall not use the Software other than for the Use. Restriction on number of permitted Users (if any) is set out in Schedule A. 2.2. Connectors. The Software includes connectors (details of which are set out in Schedule A) which have been pre-built by the Company. The connectors connect with external software and sources of data. 2.3. Title. Nothing herein shall convey the title or any proprietary rights in or to the Software to the Licensee, and the title, ownership and proprietary rights in relation to the Software and any derivation/ derivative work therefrom including but not limited to adaptations, modifications, translations, reverse engineering, Updates, etc. shall vest solely with the Company. 2.4. Open source components. The Software may contain open source software and the rights granted herein are also subject to Licensee’s compliance with such open source license terms. The components of the Software governed by open source licenses are set out in Schedule C. 2.5. License Fee. In consideration of the license of the Software granted by the Company to the Licensee, the Licensee shall pay the License Fee to the Company. 2.6. Restrictions. Except as expressly permitted in the this Agreement, the Licensee shall not itself, or through any other Person (including a parent, subsidiary, affiliate, agent): 2.6.1. license/sublicense, lease, rent, loan, sell, resell, transfer, assign, distribute or otherwise commercially exploit, the Software or its content; 2.6.2. copy, modify, decompile, decrypt, incorporate or merge the Software into other software, or create a derivative work of, translate, adapt, reverse engineer, the Software or any part thereof, for any purpose including without limitation to (i) build a competitive product, or (ii) build a product using features, functions or graphics similar to those of the Software, or (iii) copy any features, functions or graphics of the Software; 2.6.3. provide, disclose, divulge or make available to or permit use of the Software by, any Person other than the Users; and 2.6.4. permit any User to do any of the actions specified in this Clause 2.6. 2.7. Licensee will be responsible to ensure that all users of the Software (whether or not authorised by the Licensee) comply with the provisions of this Agreement. 2.8. Further licenses. In the event associated companies of the Licensee wish to obtain one or more licenses of the Software, the Company will make best efforts to provide such licenses to such associated companies on terms to be agreed between the Company and such associated companies. 3. PRODUCT MAINTENANCE The Annual Maintenance Contract sets out the Product Maintenance services to be provided by the Company and the Maintenance Fee payable by the Licensee to the Company as consideration for the Product Maintenance. 4. PAYMENT TERMS 4.1. The license fee payable by the Licensee to the Company for the Software and the terms of payment thereof are set out in Schedule A (‘License Fee’). Unless provided otherwise in Schedule A, all invoices shall be paid by the Licensee within 30 (thirty) calendar days from the date of receipt of the invoice by the Licensee. Delay in payment of invoices by the Licensee will attract a penalty of 18% (eighteen percent) per annum, calculated on the amount payable, from the due date of the invoice until the date of payment of the outstanding invoice amount. In the event of any dispute between the Parties with regard to a portion of an invoice, the undisputed portion of the invoice amount shall be paid within the stipulated timeframe. 4.2. All fees and amounts payable by Licensee to the Company are exclusive of all taxes. All applicable taxes shall be separately stated on the respective invoices and will be payable by the Licensee. Licensee shall be entitled to deduct income tax at source, from the amounts payable to the Company under this Agreement, if required by law. 5. REPRESENTATIONS AND WARRANTIES 5.1. Each Party represents and warrants the following: (i) it has the competence and the authority to enter into this Agreement and perform its obligations hereunder; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the individuals executing this Agreement have the authority to bind their respective parties. 5.2. Warranty. The Company warrants that, during the Warranty Period, the Software will operate in accordance with the Specifications (the ‘Warranty’). Company will, at its election, promptly repair the Software to resolve any Error, or replace the Software with alternative software that removes the Error. These remedies will be Licensee’s exclusive remedy for any failures of the Warranty. To invoke these remedies, Licensee must provide written notice to Company within the Warranty Period, expressly outlining the nature of the alleged failure or breach. The scope of the Warranty is limited to the Warranty Period and to Errors as defined in Clause 1. 5.3. Warranty Limitations. (i) The Company is not responsible for providing corrections/ replacements to the Software for any error, defect or failure in the Software if they do not constitute Errors as defined and only if the Error can be replicated and verified; (ii) The Warranty is voided and the Company has no liability or obligation if the Software is not installed or used in accordance with this Agreement (including the Specifications); (iii) Company does not provide any representation or warranty regarding the Software other than the Warranty and all implied warranties under law regarding the Software, are disclaimed, including without limitation implied warranties regarding merchantability, title, non-infringement and fitness for a particular purpose; (iv) Company provides no warranty whatsoever regarding the Integrated System or any components of the Integrated System other than the Software. 5.4. The Company will have no liability to save or protect, at any time, any Licensed Software Data and the Licensee shall keep the back up of the Licensed Software Data created using the Software. 6. INDEMNITY 6.1. Company will indemnify, defend and hold harmless the Licensee from and against any losses, damages, claims and proceedings (including costs) raised against the Licensee in respect of any claim that the Software infringes the intellectual property rights of any Person. In the event any part of the Software is held, or accepted by Company, to infringe the intellectual property rights of any Person, Company shall have the option, at its expense, to (i) modify the Software to be non-infringing, or (ii) obtain for Licensee a license to continue using the Software. The foregoing states the Licensee’s sole and exclusive remedy with respect to claims of infringement of third-party intellectual property rights. 6.2. Company shall have no liability for any claim of infringement to the extent the infringement results from or is based on: (i) content provided by Licensee or developed for Licensee as a deliverable pursuant to written specifications or instructions provided by Licensee; or (ii) use of an older version / release of the Software or any part of the Software if the infringement would have been avoided by the use of a current or newer version/release of Software or part of the Software; or (iii) use of the Software in violation of this Agreement (including the Specifications), including the combination, operation or use of any part of the Software with software, hardware or other materials not furnished or recommended or prescribed by the Company. 6.3. Licensee will indemnify, defend and hold harmless Company from and against any losses, damages, claims and proceedings (including costs) raised against the Licensee that (i) arises from any use of the Software by Licensee and its users (whether or not authorised by Licensee) in violation of this Agreement, or (ii) is based on content provided by Licensee or developed for Licensee as a deliverable pursuant to written specifications or instructions provided by Licensee. 6.4. The indemnified Party under this Clause 6 must notify the indemnifying Party as soon as possible after the claim is raised and not later than 15 (fifteen) calendar days from the date of receipt of the claim. Indemnifying Party shall be entitled to control the defence and all related settlement negotiations, and indemnified Party shall provide the indemnifying Party with the assistance, information and authority reasonably necessary to perform indemnifying Party’s obligations under this Clause 6. 7. LIMITATION OF LIABILITY 7.1. Notwithstanding anything contained in this Agreement: 7.1.1. the maximum aggregate liability of the Company for all claims under or pertaining to this Agreement, under contract, law and tort, (but not including claims under or pertaining to the Annual Maintenance Contract) shall be limited to 50% (fifty percent) of the License Fees paid to and received by the Company; provided that the limitation of liability in this Clause 7.1.1 shall not be applicable to the indemnity described in Clause 6.1 above; 7.1.2. neither Party shall be liable to the other (or to any Person claiming rights derived from the other Party’s rights), in contract, tort or otherwise for any special, indirect, remote, punitive, consequential or incidental damages of any kind including, without limitation, any lost profits, revenue or business opportunity, damage to, or loss of, any records or data due to any cause whatsoever, even if such Party has been advised of the possibility of such damages. 8. PRODUCT UPGRADE The version of the Software licensed is specified in Schedule A. If agreed between the Parties and as set out in Schedule A, Licensee will receive Product Upgrades, if and when created/ developed by the Company. It is clarified that any implemention and/or customisation of Product Upgrades will be chargeable by the Company separately. 9. INTELLECTUAL PROPERTY IN FEEDBACK The Company is entitled to use the feedback given by Licensee, to improve/modify the Software or for any other Intellectual Property. The Intellectual Property and all rights in such feedback shall solely vest with the Company. To that effect, the Licensee hereby unconditionally and perpetually assigns and agrees to fully, unconditionally and perpetually assign, the Intellectual Property and rights in such feedback to the Company on a worldwide basis. Notwithstanding the provisions of the Copyright Act, 1957, the rights under such assignment shall not lapse by virtue of the Company not exercising the rights thereunder. The Company shall solely own the products /services developed based on or using such feedback. 10. CONFIDENTIALITY, PUBLICITY 10.1. ‘Confidential Information’ shall mean any and all information, written or oral, marked or not as confidential, disclosed by either Party to the other Party in any form or manner, or perceived by the other Party by any means. ‘Confidential Information’ includes but is not limited to (i) technical or business information, past, present and future research, products (prototype or otherwise), sales and marketing techniques and plans, business models and business forecasts, unpublished financial information, information related to customer, vendors, price lists, pricing policies, advertising strategies, information concerning the Party's employees, including personal data, sensitive personal information; (ii) hardware, Intellectual Property (including the Software) whether registered, unregistered, pending registration, registrable or otherwise; (iii) materials, drawings, specifications, techniques, models, data, manuals, documentation, processes, procedures, algorithms, equipment, know-how, contents. ‘Confidential Information’ does not include information that: (i) is or becomes, generally available to the public other than as a result of any breach of the provisions of this Agreement or any other applicable agreement between the Parties hereto; (ii) is rightfully in the possession of the receiving Party, without confidentiality restrictions, prior to such Party’s receipt pursuant to this Agreement; (iii) is rightfully acquired by a Party from a third party who is entitled to disclose such information, without confidentiality or proprietary restrictions; or (iv) is developed by a Party without using the other Party’s Confidential Information. 10.2. Except as expressly provided in this Agreement, the receiving Party shall (i) use Confidential Information only as required to perform this Agreement; (ii) not disassemble, decompile or otherwise reverse engineer any software or property of the other Party, and to the extent that such activity is permitted, the results thereof will be deemed Confidential Information and subject to this Agreement; (iii) not disclose Confidential Information to anyone without the disclosing Party’s prior written consent; and (iv) take those measures it takes to protect its own confidential information, but at a minimum, all measures that a prudent person would take to avoid disclosure, dissemination or unauthorized use of information to protect Confidential Information of the disclosing Party; (v) notify the other Party in writing, if it becomes aware of any breach of the confidentiality obligation and provide the other Party with all reasonable assistance to enable such Party to take appropriate measures to protect its Confidential Information; (vi) return or destroy Confidential Information of the disclosing Party as and when requested by the disclosing Party, and certify the same to the disclosing Party. Parties will comply with applicable law in the use and transmission of any Confidential Information. Where Confidential Information pertains to information of a third party, disclosing Party will ensure that it has the right and ability to disclose such Confidential Information to the receiving Party and shall obtain all necessary consents and approvals required under law and/or contract for, or shall be legally entitled to make such disclosure and for any authorised use of the same by the receiving Party. 10.3. Other permitted disclosures. A Party receiving Confidential Information may disclose the same or any portion thereof: (i) if required to be disclosed under law or under order from a court / arbitrator(s) of competent jurisdiction; (ii) to its employees, consultants, directors, personnel auditors, and advisors (‘Representatives’) on a ‘need to know’ basis; and shall take all necessary precautions to ensure its Representatives abide by the confidentiality obligations herein (receiving Party remaining responsible for any breach by such Representatives) and; (iii) in any legal or arbitration proceedings pertaining to this Agreement including for the purpose of enforcing its rights under this Agreement / defending itself. 10.4. Company is entitled to include Licensee’s logo and corporate name in Company’s list of clients on its website and in other marketing materials, case studies etc., with the prior written consent of the Licensee, which consent shall not be unreasonably withheld. Both Parties may communicate the general existence of this Agreement to other Persons/ the public, provided no specific terms and conditions in this Agreement are disclosed. 11. TERM AND TERMINATION 11.1. Term. This Agreement shall be valid and effective for the Term. The Term may be extended by the mutual written agreement of the Parties. On the expiry of the Term, this Agreement shall automatically terminate without any action by either Party. 11.2. Termination for Cause. Either Party may terminate this Agreement if (i) the other Party violates any terms of this Agreement and does not cure such breach within 30 (thirty) calendar days of receipt of the written notice of breach; or (ii) the other Party becomes bankrupt or insolvent. 11.3. Consequences of termination or expiration. If the Agreement is terminated for any reason or the Term expires and is not renewed or extended: 11.3.1. the rights granted to the Licensee to the Software shall cease on the date of termination and Licensee must return/destroy all originals and copies of the Software, its related documentation and all Confidential Information, and confirm the same to the Company within 20 (twenty) calendar days of termination, provided that the Licensee may retain the Licensed Software Data created using the Software; 11.3.2. all fees and other amounts payable shall become due for payment immediately (and any deferred/ tranched payments will become accelerated and become due and payable immediately); and 11.3.3. any accrued rights and obligations of the Parties upto the date of termination shall not be affected. 11.4. Surviving provisions. In the event of termination or expiry of this Agreement the following provisions shall survive: Clause 1 (Definitions), Clause 7 (Limitation of Liability), Clause 9 (Intellectual Property in feedback), Clause 10 (Confidentiality, Publicity), Clause 11 (Term and Termination), Clause 14 (Governing Law, Jurisdiction and Dispute Resolution) and Clause 15 (Miscellaneous). 12. FORCE MAJEURE Neither Party shall be liable to the other if performance of its obligations under this Agreement (other than an obligation to pay money) is prevented or hindered due to any circumstances outside its control. Consequently, either Party shall be excused from performance and shall not be liable for any delay in its performance, in whole or in part, caused by the occurrence of any contingency beyond its reasonable control. These contingencies include, but are not limited to, war, sabotage, terrorism, insurrection, riot or other act of civil disobedience, act of public enemy, failure, act of any government or any agency or subdivision thereof affecting the terms hereof, accident, fire, earthquake, explosion, flood, severe weather or other such forces beyond either Party’s reasonable control, provided reasonable measures were taken to circumvent or minimize the impact of the known event of force majeure by the Party affected by it. Should such contingencies last more than 30 (thirty) calendar days, the Party not affected by the force majeure event has the right to terminate this Agreement and the provisions of Clauses 11.3 and 11.4 shall apply. 13. ESCROW The Company has appointed an escrow partner, details of which are set out in Schedule A (‘Escrow Partner’), and has deposited the source code of the Software with the Escrow Partner. Company will be entitled to change the Escrow Partner from time to time with written notice to the Licensee as long as the provisions of this Clause 13 are adhered to. Company and Licensee shall execute an escrow agreement with the Escrow Partner within 30 (thirty) calendar days from the date hereof. The costs of such escrow arrangement will be borne by the Party specified in Schedule A. The escrow agreement shall oblige the Escrow Partner to release such source code to Licensee only in the following events: (i) insolvency of the Company; or (ii) the Company is unable to provide Product Maintenance for reasons solely attributable to the Company (and not on account of any act/ breach by Licensee), including on account of a change in Control as envisaged in Section 4.6 of the Annual Maintenance Contract; or (iii) the escrow agreement with the Escrow Partner is terminated due to the Company’s breach thereof and the escrow property is not transferred to another escrow partner under an escrow agreement with substantially the same provisions contained in the escrow agreement being terminated. 14. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION This Agreement shall be construed and enforced in accordance with the laws of India. Subject to the provision relating to arbitration, the courts at Bangalore, Karnataka shall have jurisdiction over any disputes pertaining to this Agreement. Any claim or dispute between the Parties arising out of or in connection with this Agreement, shall be referred to and finally resolved by arbitration in Bangalore in accordance with the Arbitration and Conciliation Act, 1996. The arbitration panel shall comprise of a sole arbitrator to be mutually agreed upon by the Parties. The language to be used in the arbitration proceedings shall be English. 15. MISCELLANEOUS 15.1. Variation. No variation or modification to this Agreement shall be binding unless signed by the duly authorised representatives of both the Parties. 15.2. Severability. If any provision of this Agreement is held to be unenforceable, then all the remaining provisions shall continue to be in full force and effect unaffected by the unenforceable portion. 15.3. Waiver. A failure or delay in enforcing an obligation or exercising a right or remedy does not amount to a waiver of that obligation, right or remedy. A waiver of a breach of a term does not amount to a waiver of a breach of any other term in the Agreement. A waiver of a particular obligation in one circumstance will not prevent a party from subsequently requiring compliance with the obligation on other occasions. 15.1. Assignability. Each Party is entitled to, with written notice to the other Party, assign this Agreement in whole, i.e. all of its rights and obligations hereunder, (i) to a surviving entity in connection with any merger, demerger, spin off, amalgamation, reorganisation or other similar arrangement of such Party; (ii) to a purchaser in the event of a transfer or sale of its business; or (iii) to a purchaser of all or substantially all the assets or the business undertaking related to this Agreement (assets related to this Agreement in the case of the Company shall include the Software and a transfer of the Software will permit the Company to assign/ novate this Agreement to the transferee of the Software). Company is entitled to assign, novate or transfer this Agreement or any of its rights and obligations herein to its affiliates. Any assignment of this Agreement by a Party that does not comply with this Clause shall only be permitted with the prior written approval of the other Party. 15.2. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assignees. 15.3. Notice. Unless otherwise specified, any notice, demand or other communication (each a ‘notice’) required or permitted under this Agreement shall be in writing and be given by e-mail or any reputed courier service or by speed post to the address set out in the introductory paragraph on the first page of this Agreement and the email addresses provided below. Notices should be addressed to the person set out below. Either Party may change its address or representative for receiving notices upon issue of notice of such change to the other. 15.4. Entire agreement. This Agreement (together with the schedules, annexures and other attachments) constitutes the entire understanding and agreement between the Parties as to the subject matter hereof and supersedes all previous agreements with respect thereto. Each Party hereby acknowledges that it has not entered into this Agreement placing reliance on any representation made by the other Party not expressly embodied herein. 15.5. No agency. No agency, partnership or joint venture is created herein. Parties cannot bind each other and are not responsible for each other’s obligations.The Parties have caused this Agreement to be executed as set forth below. For and on behalf of Kuliza Technologies Private Limited By: Name Title Date For Notices: Name: Email ID: For and on behalf of [●] By: Name Title Date For Notices: Name: Email ID:   SCHEDULE A 1. Name of Licensee: Place of incorporation: Registered office CIN: 2. Software Description (a) Software: Digital Lending System Lend.In (b) The Software under this license consists of the following loan products (‘Loan Products’): [insert] (c) Version: 2.1.0 (d) Modules of Lend.In under this license: [insert] 3. Specifications of Software [insert] 4. Terms and Conditions (a) License Fee and Term : The Licensee will be liable to pay the following License Fee: Type Licence Fee and terms of payment Taxes: Taxes Extra as per prevailing government norms Credit Period: 30 Days post raising invoice Term of License Payment Milestones (b) Use : Licensee is permitted to use the Software only for its business of [insert]. (c) User: [insert] (d) Maximum Number of Users: [insert] (e) Territory: The Licensee is permitted to use the Loan Products only in [insert] 5. Escrow Escrow Partner Codekeeper [insert further details] Escrow Cost Escrow costs will be borne by [insert] 6. Connectors [insert] 7. Warranty Period. The Warranty Period is XX days from the First Go Live Date. “Go – Live” / “Goes Live” for a Loan Product means the Licensee puts the Loan Product into business use and the date on which this is done is referred to as the “Go Live Date”; “First Go Live Date” means the Go Live Date of the Loan Product (if there is more than one Loan Product specified above) that is first put into business use by the Licensee. 8. Product Upgrades (if applicable). [Insert entitlement to Product Upgrades and price if any to be paid by Licensee for Product Upgrades]   SCHEDULE B ANNUAL MAINTENANCE CONTRACT 1. DEFINITIONS Capitalised terms used in this Schedule but not defined herein shall have the meaning given to them in the License Agreement (including Schedule A). The following capitalized terms have the following meanings: 1.1. “AMC” means this Annual Maintenance Contract (including all annexures hereto). 1.2. “AMC Window” has the meaning set out in Annexure 1 to this Schedule B. 1.3. “Effective Date” means the date set out in Annexure 1 to this Schedule B. 1.4. “License Agreement” means the Agreement to which this AMC is a Schedule. 1.5. “Maintenance Fee” means the fee described in Section 3.1 (a). 1.6. “Maintenance Year” means each successive period of 12 (twelve) months from the Effective Date, or such other 12 (twelve) month period as the Parties may designate in writing. 1.7. “Product Maintenance” means those services described in Section 2.1 (a) and Annexure 1 (if any) of this Schedule. 2. SCOPE 2.1. Product Maintenance (a) The Company shall provide the following maintenance and support services in respect of the Software, in a Maintenance Year subject to Licensee’s payment of the Maintenance Fee for such Maintenance Year in accordance with the provisions of Section 3 below. (i) Resolution of Errors as defined in the License Agreement; (ii) Updates as defined in the License Agreement; (iii) Patches as defined in the License Agreement; (iv) and any other services specified in Annexure 1 to this Schedule B. (b) Product Maintenance is only valid and available for Software in the form provided by Company to Licensee. If Licensee is using the Software with any infrastructure or system not prescribed or recommended by Company, then Company may provide support services for additional fees but shall have no obligation to do so. Recommendation or prescription by Company may be in any written form including email. (c) The Company shall provide the Product Maintenance for 3 (three) versions of the Software (i.e. the current version and 2 (two) versions before the current version). (d) The Company is not responsible under this AMC for providing corrections to the Software for any error, defect or failure in the Software if they do not constitute Errors as defined in the License Agreement. (e) Company shall have no obligation to investigate or correct any Error: (A) that cannot be reproduced by Company, with reasonable efforts, based on information provided by Licensee including joint collaborative efforts of Company and Licensee; or (B) that is due to a breach by Licensee of the terms of this Agreement; or (C) that cannot be remedied due either to the operational characteristics of the computer equipment on which the Software is used or to modifications to the Software made by Licensee or any third party. (f) If Company determines that Licensee requires services for a particular problem that is not caused by an Error or not covered in the scope above, Company may charge a separate and additional fee for such services, as may be mutually agreed. (g) Product Maintenance will be available and provided by the Company during the AMC Window by email or telephone. (h) The Company shall meet or exceed the service levels specified in Annexure 1 to this AMC for the performance of Product Maintenance. 3. FEES, INVOICING, PAYMENT AND TAXES 3.1. Maintenance Fees. (a) Licensee shall pay the Company for each Maintenance Year for the Product Maintenance, the fee set out in Annexure 1 to this AMC (“Maintenance Fee”). Maintenance Fee will be paid as per the terms in Annexure 1 to this AMC. (b) All invoices shall be paid by the Licensee, within 30 (thirty) calendar days from the date of receipt of the invoice by the Licensee. Delay in payment of invoices by the Licensee will attract a penalty of 18% (eighteen percent) per annum, calculated on the amount payable, from the date of the invoice until the date of payment of the outstanding invoice amount. (c) Maintenance Fee and amounts paid or payable by Licensee under this AMC to the Company are exclusive of all taxes (including goods and service tax). All applicable taxes shall be separately stated on the respective invoices and will be payable by the Licensee. However, Licensee shall be entitled to deduct income tax at source from the amounts payable to the Company under this AMC. (d) In the event of any dispute between the Parties with regard to a portion of an invoice, the undisputed portion of the invoice amount shall be paid within the stipulated timeframe as agreed by the Parties in this AMC. 4. TERM AND TERMINATION 4.1. Term. The Product Maintenance and Licensee’s obligation to pay the Maintenance Fee shall commence on the Effective Date and shall continue to be provided or paid (as the case may be) in terms of this AMC, unless this AMC is terminated earlier in accordance with the provisions of this Section 4. 4.2. Termination for Material Breach. If a Party ("Defaulting Party") commits any material breach of this AMC (“Material Breach”) and fails to remedy such breach within 60 (sixty) days or such greater period as may be agreed by the Parties ("Cure Period") of written notice requiring the breach to be remedied, then the Party giving the notice ("Aggrieved Party") will be entitled, at its option, to terminate this AMC, in which case termination shall take effect on the expiry of the Cure Period or such later period determined by the Aggrieved Party. Consent to extend the Cure Period shall not be unreasonably withheld, so long as the Defaulting Party has commenced cure during the 60 (sixty) day period and pursues cure of the breach in good faith. For the avoidance of doubt, non-payment by Licensee of Maintenance Fee in accordance with Section 3.1 shall constitute material breach by the Licensee. 4.3. The Parties may terminate this AMC mutually, in writing. 4.4. Either Party may terminate this AMC immediately by written notice to the other Party if the other Party is determined to be bankrupt or insolvent. 4.5. Licensee may terminate this AMC without being required to state any cause for termination, with written notice of 60 (sixty) calendar days to the Company. 4.6. Change of Control of Company: If there is a change in Control of the Company and the Person or group of Persons Controlling the Company, believe that there is conflict of interest in the Company providing the Product Maintenance or the Company is unable to provide the Product Maintenance, the Company shall have the right to terminate this AMC with a prior written notice of at least 6 (six) months to the Licensee. 4.7. Termination of this AMC shall not affect any accrued rights and obligations and shall not affect the License Agreement. 5. NON-SOLICITATION 5.1. The Parties agree that during the subsistence of this AMC and for a period of 12 (twelve) months from termination or expiration of this AMC, unless otherwise agreed by the Parties in writing, each Party shall not hire, engage, employ or solicit for employment/engagement in any capacity, directly or indirectly, any Restricted Person of the other Party. Breach of this section shall constitute a Material Breach, and in the event of such a breach, the defaulting Party shall pay to other Party, damages equivalent to 12 (twelve) months’ compensation of such Restricted Person and the legal expenses incurred for the enforcement of this provision. 5.2. “Restricted Person” means any employee, consultant or other personnel of a Party who is /was engaged in the provision of services pursuant to this AMC, any Statement of Work or any other agreement between the Parties. 6. LIMITATION OF LIABILITY Notwithstanding anything contained in this AMC: (a) The maximum aggregate liability of the Company for all claims under this AMC including claims under contract, law and tort, shall be limited to 50% (fifty percent) of the Maintenance Fees paid to and received by the Company in the Maintenance Year immediately preceding the claim; (b) if the Company compensates Licensee for any loss or amount and such loss or amount is subsequently recovered by Licensee under any insurance policy procured by the Licensee, then Company is entitled to a refund of any amounts paid to the Licensee to the extent that such amounts were recovered; (c) neither Party shall be liable to the other (or to any Person claiming rights derived from the other Party’s rights), in contract, tort or otherwise for any special, indirect, remote, punitive, consequential or incidental damages of any kind including, without limitation, any lost profits, revenue or business opportunity, damage to, or loss of, any records or data due to any cause whatsoever, even if such Party has been advised of the possibility of such damages; and (d) each Party is bound to mitigate damages and the other Party shall not be liable to the other Party for unmitigated damages. 7. CONFLICTS The provisions of the License Agreement shall apply to this AMC to the extent applicable. However, in the event of any conflict/ inconsistency between the provisions of the License Agreement and this AMC, the corresponding provision of this AMC shall override and be applicable as regards any matter covered hereunder. Annexure 1 to the AMC Any additional Product Maintenance services agreed: [insert if any] Effective Date: [the date immediately following the date of expiry of the Warranty Period / other date as agreed] AMC Window: [Insert details of working hours and working days, leave schedules, public holidays etc.] Maintenance Fee: Payment terms: SLA: The Parties have caused this AMC to be executed as set forth below. For and on behalf of Kuliza Technologies Private Limited For and on behalf of [●] By: By: Name Name: Title Title: Date Date SCHEDULE C LIST OF COMPONENTS OF SOFTWARE GOVERNED BY OPEN SOURCE LICENSES Flowable Apache License 2.0 Posgres FOSS MySQL GPL Drools Apache License 2.0 Mayan Apache License 2.0 React JS MIT License