This Standard Contract (“Agreement”) is made between Intellect Design Arena xx, (“Intellect/Company”) _________________and ___________________ (“Client/Customer”) from which Client is procuring Offerings (defined below) and governs the use of Offerings purchased through Azure Marketplace and AppSource Marketplace (collectively, “Marketplace”). The below terms are indicative and since each Client requirement/project is distinctive, the negotiated terms may vary from Client to Client. The parties shall negotiate in good faith and subject to applicable laws and regulations, the parties shall enter into separate (1) Framework License and Services Agreement (FLSA) and (2) the Customisation and Implementation Agreement (C&I). 1. Software Licence specific terms Clause Type Minimum Requirements License Grant - The License shall be granted on term or Perpetual basis as agreed between Parties. Right of Use and number of Users to be limited in line as agreed. License Audit Right - Company shall retain such right to ensure compliance by the Clients in accordance with the terms of the license agreement. Warranty Period - Company shall provide Warranty Period of 30 Days on Licensed Software. Commencement of Warranty period shall be stated from date of delivery of Software or the earlier of 30 days from (i) sign off of the User Acceptance Testing (UAT) or (ii) go live usage of the licensed Software. Export Controls - The Client will not export, re-export or tranship the Software either directly or indirectly without written consent of Company. 2. Maintenance Services Specific Terms Clause Type Minimum Requirements Annual Maintenance Fees-Annual Maintenance Fees to be calculated against base core Software License Fees Payment of Maintenance Fees - All the Maintenance fees shall be charged annually in advance. Support Coverage Hours - Company shall provide local, regional or global support as per business hours of Client or 24*7, as agreed between parties. Maintenance Services Service Level Agreement (SLA’s) - Sla’s shall be subject to additional charges for specific coverage and as finally agreed between parties. Upgrades and updates included in Software Maintenance Fees - Company shall provide Updates free of cost. Technical Updates shall be made available by the Company every 12-18 months. Any Major release for version upgrades, Upgrades shall be provided by Company on additional charges. Regulatory Changes to License Software - After Go-live, All such support for Regulatory Changes shall be provided as mutually agreed between parties. 3. Customization and Implementation Specific Terms Clause Type Minimum Requirements Scope and Roles and Responsibilities-Company shall ensure that all deal specific Scope for deliverables and roles and responsibilities is clearly detailed in each agreement and or SOW as may be applicable. Project Expenses for Travel, accommodation and subsistence - Company shall charge the recovery expenses on actual for accommodation, travel, visa, subsistence etc. Recovery of costs/ for client delays - Company reserve the right to charge holding charges for delays caused by Client or its subcontracts in Company’s ability to deliver against agreed milestones. 4. General Terms across agreements Clause Type Minimum Requirements Invoice payment Terms - All the invoices shall be paid by Client within 30 days from the date of invoice. . Sales Tax (VAT /GST) Withholding Tax and Stamp Duty etc. etc. - All Fees are exclusive of all Taxes under Company corporate policy. Non-Solicitation of Employees - Parties shall mutually agree for a clause on non-solicitation of employees and maybe subject to payment of compensation agreed or employee salary for 12 month.