ShawMan Software Pvt. Ltd. 209,210,211, Bldg No.2 (A - 3) Millennium Business Park, Sector No. 1, Mahape – 400709 Navi Mumbai, India Tel: 91 (22) 67230303 (30 Lines) E – Mail: sales@shawmansoftware.com WebSite: www.shawmansoftware.com Software Subscription & Services Agreement This Agreement entered into on DATE between COMPANY NAME a Company registered under the Companies Act, 1956 and having its registered office at ADDRESS hereinafter called ‘the Owner’, (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the One Part AND CLIENT NAME a Company registered under the companies Act, 1956 and having its registered office at ADDRESS hereinafter referred to as ‘the Client’ (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the Other Part: The Owner and the Client are hereinafter referred to individually as “Party” and collectively referred to as the “Parties” WHEREAS the Owner is engaged in the business of developing various kinds of Software Systems, Electronic Solutions, software maintenance, information technology solutions and other related activities hereinafter referred to as “the Software Systems” and has established necessary infrastructure and expertise to provide software development, maintenance and support services; WHEREAS the Client, for operating, managing and controlling its business, hereinafter referred to as Business, which includes part or whole of the activities that are executed on a routine basis, is in need of a suitable Software solution and; WHEREAS the Owner has represented to the Client that its Software Systems will provide solution to its requirements, and the Client has satisfied itself about the features of the software system has requested the Owner to grant the Client the access for use of Software Systems on terms as mentioned in the Annexure A, at the above mentioned location, for the use of Client’s business needs. WHEREAS the Owner has agreed to grant a non-exclusive, nontransferable access to the Client to use the Software Systems against payment of the said amounts as stipulated in Annexure A, including all forms of taxes that needs to be paid to the government now and in future. Now these presents witness and it is hereby agreed by and between the parties hereto that in pursuance of the recitals appearing hereinabove and in consideration of the fees and other charges herein reserved and the covenants and conditions to be performed and observed by the Parties as contained herein, the Owner hereby agrees to let the Client use the Software Systems for his Business, subject however to the terms and conditions appearing herein: 1 Order 1.1 Client had ordered pursuant to the proposals made by the Owner, as given in Annexure 'A' and discussions held between parties, access to the said Software Systems on a subscription basis, that will be customized as per agreed upon requirements and specifications stipulated in Annexure B. 1.2 Client is entitled to access the same through the Internet as and when required, during the pendency of the subscription period. 1.3 In the event the client wishes to use applications in different locations, which may be managed, outsourced or franchised operations, the client will be responsible for ensuring the covenants of this agreement are complied with in spirit and practice, as intended to between the said parties in this agreement. Therefore, all terms and conditions of this agreement will become applicable to any operations that are connected with the company or brand. 1.4 The Software Systems will be made available to the Client by the owner by hosting the system on a non-exclusive server residing at a remote location, alongwith the Operating System, Database, Firewall, Anti-Virus software within a dedicated disk space of 10GB. An equivalent space would be provided for taking periodic back-up of application and database. 2 Subscription based Access to Software Systems 2.1 The Owner hereby grants to the Client a non-exclusive, non-transferable access to use the said customized Software Systems subject to payment of subscription Fees as specified in Annexure ‘A’. 2.2 Payments made for the grant of this subscription are non-refundable. Within 30 days of receiving the signed copy of this agreement along with the advance as stipulated in the “Annexure A”, Owner agrees to activate a version of the Software Systems at a hosted environment. 2.3 If the Client’s needs require extensive customization, Owner will keep Client informed of when the customized “Software System” will be ready, subject to the technical feasibility of the customization, for use at the hosted environment within a reasonable period from the date of the said request based on the requirement and effort estimation together with an indicative time limit for its installation based on the Change Request (CR) being approved with related costs by the client. 2.4 The Owner will provide Software Systems in only a Compiled Executable Programs format. The Owner is not obliged to provide, reveal or in any form share the Source Code in electronic or any other form, now and in future, for any reason whatsoever, for whole, part or even customized portions of the Software Systems. 2.5 The owner will provision for a database with a specific allocation of disk space residing on a non-exclusive server, along with memory, operating system, anti-virus protection, bandwidth for Internet access, supported by routine and periodic backup of application and database, system administration functions. 3 Client’s Responsibilities Not restricting to the following, the Client will be responsible for creating business processes that are aligned to the flow of the software and provide required infrastructure to its authorized users to access the systems. Therefore, 3.1 Procuring Computer Hardware with operating system, Computer Peripherals, Electrical Equipment, Cabling, Secured Networking Connectivity-LAN/WAN/Internet, Consumable etc. required to connect to the hosted application and use the same on a day-to-day basis. 3.2 Maintaining complete network infrastructure with maximum uptime, bandwidth, and ensuring there is no down time due to problems originating out of virus and worm attacks and other intrusions, phishing, etc. from the client’s IT infrastructure. Periodically, or as required by, update/upgrade the technology infrastructure at its end. 3.3 Obtaining necessary permission from relevant copyright owners to use their operating systems and support software and under no circumstance will the Owner be held responsible or accountable for any violations thereof and all consequences, including legal, arising thereof. 3.4 Procuring any Material or Manpower to setup, operate and manage the day-to-day systems processes, in accordance with those defined in the software system. 3.5 Undertaking and ensuring all data are internally verified, validated by an auditor or someone responsible for correctness of data, and data entry activities happen in accordance with the formats and specifications determined by the software systems. 3.6 Organizing or undertaking to create, change/alter or modify internal website that may be linked to the software systems. 3.7 The Client further absolves Owner of all responsibilities and consequences arising out of loss of software system programs and data at client’s premises. 3.8 Providing Owner’s consultants proper working space, access to infrastructure like Internet, E-mail, computer, printer etc. and, access to telephone with a facility to reach any of Owner’s offices at the time of visits made for implementation or rendering on-site support. 4 Training & Implementation 4.1 The Owner will provide a one-time training to the Client’s nominated staff. This training will be broken up into two batches. Owner will advise the Client on the schedule for conducting the training programme at client’s premises. 4.1.1 Key User Training: A core team of up to 8 members will be trained by the Owner. This core team is responsible for imparting training to other employees in the organization and ensuring that only trained and authorized users are accessing the application. The Client also ensures that the knowledge acquired by this core team is persevered for posterity – through documentation and subsequent internal training activities, even if some or all of the key users may not continue to be associated with the implemented application. The duration of the complete key user training is estimated in Annexure A. The training will be conducted at the Client’s place.. It is the Client’s responsibility to organize all training aids as would be required to ensure that users are not found to be deficient in the required skills or job knowledge to work on the software systems. Consequently the training program is mandatory for all nominated staff to undergo and complete successfully. The attendance therefore will be captured and documented for records. Software System implementation includes system activation on a hosted environment, configuration and mapping of standard application processes onto the Client’s business processes. Guiding the Key Users to enter master and transactional data in a test environment and provide advisory support to transition to the Live Environment 5 Professional Services & Charges Owner will depute employees or its authorized representatives, broadly called ‘Consultants for rendering professional service. Services could be rendered by the consultant being on-site or from a remote location through video-conferencing, e-mail, chat or other communication modes supported by technology. 5.1 Owner will charge the Client for Professional Services rendered in accordance with the terms mentioned in Annexure A. Professional Services include, advisory services rendered for Project Planning and Management, Technical Evaluation, Installation / re-installation of Software System, training / retraining or any other consulting related activity. 5.2 Client will bear all expenses, towards consultant’s time and material. If any professional service is to be rendered on site, Client agrees to make necessary arrangements and bear all expenses, direct and/or incidental, towards travel, boarding, lodging, local conveyance, etc. Where the consultant is expected to work on-site for more than 3 consecutive days, laundry facility will also be provided to the consultant at no cost. 5.3 Where the consultant has to stay on site for consecutive 5 days or more, Client will bear all expenses mentioned above as well as incur a per-diem charge as mentioned in Annexure - A for various categories of employees / representatives. Such expenses will be effective retrospectively from the date of arrival of the consultant. 5.4 Where the consultant has to stay on-site for a sustained period of time [minimum 2 consecutive weeks], Client agrees to arrange and undertake for the consultant’s to and fro travel to her/his base station, in addition to all the above expenses. 6 Modification & Customization 6.1 The Owner has developed the said Software systems that are designed to work in a trouble free environment. The Client has examined the feature and functionality of the Software System and has sought changes as are indicated in Annexure B of this agreement. The Owner agrees to make only such changes and modifications at cost, subject to they being technically feasible, to its Software Systems as agreed upon and documented in Annexure B. This is necessary to ensure that the stability of the code is never violated and compromised. 6.2 However, in case and in future where the Client desires to customize the software systems licensed and if Owner is able to and agrees to customize its software for the Client, such customization will be carried out at a development rates prevailing at the time the Client desires to have the customization done. 7 Anti-Piracy 7.1 While the Owner will use any Software or Hardware technology to protect its software solution from duplication and piracy, the Client agrees that it will at no time make any attempt to duplicate, copy or reverse engineer the software systems for use of this product at any other location other than the approved location or for the purpose of sale or profit or for demonstration or education. 7.2 The Client agrees that it shall use the Software System solely for the purposes specified in terms of the provisions hereof of meeting its internal needs and shall in no way use this Software System for any other business purpose, including sub-licencing, renting or demonstrating the Software System to any other company, individual or third party 7.3 The Owner declares that the Software Systems come with a time lock which will continue to restrict the Client from using any system that is not fully paid for, and the Owner is not obliged to release this time lock to protect its Intellectual copy rights, and abuse of license terms in the event any payment remains due. 8 Warranties & Representations Each party warrants that: (i) it has the right and power to enter into this Agreement, (ii) an authorised representative has executed this Agreement, and (iii) it will comply with any applicable laws and regulations pertaining to this Agreement and the provision of Services. 8.1 Owner warrants that the Services will be performed in a professional manner in accordance with generally accepted industry standards. Owner does not warrant that (i) any Deliverables will be error free; (ii) that use of Deliverables will be uninterrupted; or (iii) the Deliverables will operate other than as specified in the applicable user document or Change Request [CR]. To the extent all professional Services provided are of an advisory nature, no specific result is assured or guaranteed. Provided error and buy fixing is not considered as change request. 8.2 For any breach of warranties contained in this clause 8 (Limited Warranty), or for a breach of warranty implied by law which cannot be excluded (but which can be limited) whether or not such warranty is implied during or after the specified warranty period, Customer’s exclusive remedy and Owner’s sole obligation and entire liability shall be limited to: (a) in the case of Services that do not conform to the warranty (i) the re-performance of the Services at no additional charge, or (ii) refund of the fees paid to Owner for the Services which were not as warranted, at Owner’s sole discretion; or (b) In case of goods, the replacement or repair of the goods or payment of the cost of having the goods replaced, at Owner’s sole discretion; provided Owner has received notice from Customer within thirty (30) days of the completion of the Services that Customer alleges were not performed consistent with the warranty set forth in this clause 8. 8.3 To the extent permitted by law, Owner expressly disclaims all other express or implied, representations or warranties including without limitation, any implied warranties of merchantability or fitness for a particular purpose and non-infringement. 8.4 Where the Owner is not under any breach of the term of this Agreement, the Owner will not be called upon to service the Client’s problems not originating from software systems. It is clarified that Client alone shall be responsible for any inaccessibility to the systems on account of hardware failure, power failure and virus attack on accessing systems and problems originating out of lack of understanding of the system and improper usage of the software. 8.5 Under no circumstances will the Owner pay the Client any financial, legal or other damages arising out of direct or indirect usage of the software systems, nor refund any monies already collected by way of advance or balance fees, and other charges towards Installation & training or any other consulting services rendered. 8.6 The Owner represents and warrants that it is the owner of the title, and interest in and to the application software and improvements to be provided hereunder, and it has the sole right to grant access to use there under, and that it has not granted such a privilege there under to any other entity that would restrict rights granted hereunder. 8.7 Owner warrants and represents to Client that it has the requisite manpower, expertise, infrastructure and back up facilities to design, install and commission the Software Systems for Client’s Business on a central server that is hosted at a remote location, as provided in this Agreement. 8.8 Owner shall fulfill and perform all its obligations under the Agreement. 8.9 There is no material error or omission in any representation and warranty as set forth in this Clause or specified anywhere in this Agreement and the same shall continue to be true and valid throughout the term. 9 Support 9.1 Owner or its nominees, duly authorized in this behalf by the Owner, will undertake to provide support as provided hereunder. 9.2 The support will come into force immediately on activation of the software system. 9.3 All Professional Services rendered in connection with updates and upgrades will be charged as per prevailing rates of Professional Services. Such services include, Training / Retraining / Reinstallation / Review Meetings and any advisory services or recommendations provided by the Owner. 9.4 Owner agrees to provide support to Client, such support consisting exclusively of the following services ("Support"). a. Telephone Consultation: Owner shall be available for consultation concerning the use of the Software Systems by telephone, mobile, e-mail and fax during the hours defined as per “Annexure A” b. Remote Service: Owner agrees to be available at a mutually convenient time, for review of the Software Systems and related files including data files, provided that such Programs and data files are supplied on-line to Owner by Client via a suitable connection using modem through direct wire connectivity, e-mail web access, fax or sent through post. c. Maintenance: Owner shall make available to Client in machine readable form, all improvements to the Software Systems and all adaptations of the Software Systems to new or changed statutory regulations or other external circumstances of the Software Systems developed by Owner during the term of this Agreement. Owner intends to develop such improvements at reasonable intervals. d. Owner is obliged to support provided the client is working on Software Systems that have been installed with their requisite updates and versions. Owner is not obliged to support systems that have reached their end of support life which is never more than 3 years after the release of a later version. e. The following further services will be undertaken by Owner: i. Undertake to correct any software errors that might emerge from usage of the software systems and offer a speedy solution to the user for the same. ii. Report to the Clients any untoward incident, mischief, wrong doing, system abuse, stubbornness and/or refusal to perform important system related tasks on the part of any user and any other matter concerning administration and manual discipline. iii. May from time to time suggest to Clients suitable changes in operating the Software Systems. iv. Will give software updates to those Clients who have no overdues as on the date when the new release becomes available. v. Will provide a copy of backed up of data of the previous quarter period, in a database format that is readable under MS-SQL database, in the event the client has no overdue of payments. f. Denial of Support & License & Subscription re-activation: Owner may deny the Client any support in any form while the software systems are in use, incase Client has any amounts remaining unpaid beyond 30 days after the amounts payable in terms hereof become due for payment to the Owner. In such cases the services stated hereunder to the Client become deactivated and the License/Subscription granted hereunder shall expire. It shall get reactivated upon payment of the said over dues along with applicable reactivation charges with penal interest rate of 1.5% per month or part thereof. In case where the accumulated dues, including services fees, remain unpaid for a period beyond 180 days, the Owner is not obligated to reactivate such “expired” subscriptions for any consideration. Further, the contract with all its terms automatically expires and stands cancelled. 10 Activation, Subscription & Services Fees: 10.1 Subject to the terms of this Agreement, the Client agrees to pay Owner, Activation, Subscription and professional services fees as set forth in "Annexure A" 10.2 It is agreed that the Owner will raise bills as per the Schedule of Payment provided in Annexure A for Activation, Subscription and Professional Service. The Client agrees to make such payments immediately on presentation of bills / proforma or Invoice, by the Owner. 10.2.1 The Subscription fee shall be due and payable by the Client against a single invoice for the use of all the Software systems at its location, within 7 days of the bills / proforma invoice / Invoice being presented, 11 Operations & Support: 11.1 Project Management: Client shall nominate a Project / Systems Manager to be responsible for all necessary liaison and coordination between the various parties involved in the implementation, commissioning and support of the Software Systems. 11.2 System Supervisor: Client shall also nominate a System Supervisor to be responsible for the day-to-day operation of the Software Systems required. The System Supervisor is required to attend all the necessary training sessions in order to achieve expertise in each of the Software Systems ordered by Client as well as in the setup and maintenance of the Computer Operating Systems. 11.3 Operational Procedures: Client will define day-to-day operational procedures, in line with the software functions and processes, which are to be followed by its personnel and in as much as these procedures have an effect on the utilization and implementation of the Software Systems, these procedures, shall be communicated to all its employees. 11.4 Data Entry: Client will assume all responsibility for all manual data entry as well as for the verification of this data. Whereas Owner will guide the Client to enter such data and masters in the systems, Client will not hold Owner in any way responsible for the inaccuracy of any manual data entry and the related impact on the system functioning and MIS. 11.5 Modifications & Change Requests: Owner agrees to customize its software systems, for an agreed per diem fee and only if prior agreement is reached and to the extent as documented in Annexure B. However in the interest of ensuring that the system remains stable and the code is never compromised, the Owner will determine at all times if such change requests have to be entertained. 11.6 Third Party Problems: Client will not hold Owner responsible for any problem originating from client’s end towards items such as computer hardware and Operating System, Peripherals, Electrical Equipment, Cabling, Client Network including bandwidth, Email Services, and Consumable because of manufacturing defects or improper installation and poor maintenance of same. 11.7 Virus / Worm Attacks: Client will not hold Owner responsible for any problems originating out of virus attacks, worms and denial of service attacks on its mail servers and other hardware and software used to access the hosted software systems 11.8 Hardware Upgrades: Client will follow Owner’s recommendations and procure all necessary hardware, peripherals and other equipment as per the specifications laid down and accept any upgrade proposal if the equipment in use is old and outdated so as to ensure a smooth functioning of the Software Systems. 12 Other Services: Any services rendered by Owner in addition to those expressly provided for in this Agreement shall be invoiced separately in accordance with the rates set out in "Annexure A", as amended from time to time, and Client also agrees to pay for materials, other disbursements including travel expenses, full boarding and lodging expenses, per diem charges as applicable from time to time. 13 Term: This Agreement for grant of Subscription and its Support as provided hereunder shall remain in force for a minimum period of one year from the date of this Agreement and shall be automatically extended for further periods based on the continuity of subscription on the same terms unless determined earlier in terms hereof. 14 Confidential Information: (a) Nondisclosure of Confidential Information: both Owner and Client acknowledges that they will have access to certain confidential information concerning each other’s businesses, plans, technology and products, and other information held in confidence by both parties ("Confidential Information"). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure should be considered confidential. Both parties agree that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of this Agreement, nor disclose to any third party (except as required by law) any of each parties Confidential Information and will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own Confidential Information. It is clarified that in case of Client, such confidential information is always restricted to the data captured, stored and processed within the database and in case of Owner, it will be restricted to the system design, features & functionality, process flows and other related software elements. (b) Intellectual Property: Ownership: This Agreement does not transfer from Owner to Client any Ownership of the Software Systems or its underlying technology, or any right, title and interest in and to the Software Systems including intellectual property rights and such rights shall remain solely with Owner. Client agrees that it will not directly or indirectly, reverse engineer, recompile, disassemble or otherwise attempt to derive source code or other trade secrets from Owner to create any derivative works nor will it try to make extra copies of the software to use at any other business unit within the Group or outside other than the units defined under Annexure A, or attempt to sell or use for any other purpose including advertisement, education, whether for a commercial or non-commercial purpose. Client agrees that if, in the course of performing the Service(s) envisaged under this Agreement, it is necessary for Owner to access Client Equipment/Hardware and use Client Technology Owner shall in such cases be permitted and shall have a non-exclusive, royalty-free license, during the term of this Agreement, to use the Client Technology solely for the purposes of delivering the Service(s) to Client. Owner shall have no right to use the Client Equipment/Hardware and Client Technology for any purpose other than providing the Service(s) under this agreement. Owner does not assign to Client any right, title and interest, including any and all intellectual property rights, in the Software Systems which will only and always remain with Owner exclusively at all times. 15 Termination: Either party to this Agreement shall have the right to terminate this Agreement by giving one month’s written notice to the other party provided however that notwithstanding anything contained anywhere, the Owner shall not be entitled to terminate this Agreement unless the Client has violated any of the provisions contained herein and has failed to remedy the same within 30 days from the date of bringing the said violation to the notice of the Client by the Owner. The agreement shall stand automatically terminated if the Client does not continue with the subscription within 15 days after the new subscription period commences by making by all due payments to the Owner. 15.1 Effect of Termination: In case of termination of this contract, if the fees specified in Annexure A have already been paid in full, Client may continue using the software but will not be entitled to any further support or upgrades from Owner. In case where Owner has not charged the subscription fee for its software systems or where there is a balance due against the software systems, or any other service bills raised by Owner and which remain unpaid, and this agreement is terminated by either party, Client will have to stop using the Software Systems within 1 month of either party giving such a termination notice to the other. During this termination period, Client will however be expected to continue to pay Owner the fees for the entire period and till the system is switched off and during which time, Owner will continue servicing Client without any change in the support terms and conditions. At the end of this termination period, Owner will deactivate the Software Systems. Client will also agree to destroy any other copies of the Software Systems in its possession at this time and not use the same at any time in future. It is clarified that the data and reports will become inaccessible to the client on completion of the termination period. 16 Notice: Any Notice required or permitted to be given hereunder shall be in writing and may be given by personal service, registered mail or by facsimile, if confirmed on the same day in writing, to the following address: To COMPANY NAME ADDRESS To CLIENT NAME ADDRESS Any Notice so given shall be deemed to be received if by registered mail, within four (4) days, if by courier within two (2) day after delivery to the courier service, or if by facsimile within twenty-four (24) hours after dispatch. To prove service of Notice, it shall be sufficient to prove that a letter, courier or facsimile, containing the notice was properly addressed and properly dispatched or posted. 17 Arbitration: In case of a dispute arising in relation to the Agreement, the dispute shall be settled by mutual negotiations between the Parties. If there is no such settlement within thirty (30) days of the recognition of the dispute by any Party, either Party may refer the dispute for mandatory arbitration to the exclusion of any courts of law under the Indian Arbitration and Conciliation Act, 1996.Each Party shall nominate and appoint one arbitrator each. The two arbitrators so appointed shall appoint a third arbitrator who shall be the Presiding Arbitrator. The Parties shall on a best efforts basis ensure that arbitration proceedings shall be completed within 180 days of the first hearing held by the arbitral tribunal, or such other reasonable time frame as may be mutually agreed to. The venue of the arbitration shall be at Mumbai and the language of the proceedings shall be in English. The costs of the arbitration, including arbitrator’s fees, shall be borne by the Parties equally. Any award rendered shall be binding on the Parties and judgment thereon can be entered in any court of competent jurisdiction. Notwithstanding the foregoing, the Parties may seek injunctive relief at any time from a court of competent jurisdiction. 18 Non-Solicitation: During the term of this Agreement and for twelve calendar months after the termination of this Agreement, the client will not, without the prior written consent of the Owner, either directly or indirectly - on its own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed on full-time or in a consulting arrangement by the Owner, for any form of assistance or engagement such as temporary help, part-time consultation, or even on full-time employement basis, with or without any consideration or gratification in return. 19 Miscellaneous: 19.1 Amendments to the Agreement No amendments, changes, alterations or modifications to the Agreement shall be effective unless in writing and signed by authorized representatives of both the Parties hereto. 19.2 Entire Agreement The Agreement supercedes all previous representations, understandings or agreements, oral or written, between the Parties with respect to the subject matter hereof. The terms included herein may not be contradicted by evidence of any prior oral or written agreement or of a contemporaneous oral or written agreement. 19.3 Implementation and Observation of the Agreement Each Party undertakes to carry out the Agreement in good faith and to respect the spirit as well as the letter of its provisions. The Parties undertake that they shall, at all times, act and cause their representatives to act and to exercise their rights to support each other and to implement the underlying spirit, intent and obligations set forth in the Agreement. 19.4 Non-Waiver/Other Remedies Failure of any Party hereto to insist upon the strict and punctual performance of any provision hereof shall not constitute waiver of, or estoppels against, asserting the right to require such performance, nor should a waiver or estoppels in one case constitute a waiver or estoppels with respect to a later breach whether of similar nature or otherwise. Nothing in the Agreement shall prevent a Party from enforcing its rights by such remedies as may be available to that Party in lieu of termination. 19.5 Disclaimer of Agency The Agreement shall not be deemed to constitute any Party hereto the agent of the other Party. 19.6 Assignability The Agreement and each and every covenant, term and condition hereof shall be binding upon and inure to the benefit of the Parties hereto, but neither the Agreement nor any rights or obligations hereunder shall be assignable directly or indirectly by any Party hereto without the prior written consent of the other Parties, provided that before the Agreement is so assigned, the assignee shall execute an agreement to be bound by the Agreement in the same manner as the assignor. 19.7 Force Majeure All services rendered by the Owner, as part of this agreement, is subject to Force Majeure conditions. This means acts of God, fires or other casualties or accidents, severe weather conditions, strikes or labour disputes, war or other violence, any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency, or other factor beyond the reasonable control of a party including without limitation acts or omissions of the other party. 19.8 Severability In the event that any of the provisions or portions of the Agreement are held to be unenforceable or invalid by any duly constituted arbitrary panel or Court of competent jurisdiction, the Parties shall negotiate an equitable adjustment in the provisions of the Agreement with a view towards effecting the purpose of the Agreement, and the validity and enforceability of the remaining provisions or portions shall not be affected thereby. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the DATE Signed and delivered for and on behalf of COMPANY NAME ______________________ Jimmy P. Shaw Managing Director Signed and delivered for and on behalf of CLIENT NAME ______________________ By its Authorized Signatory Annexure – A Part I Subscription & Services ShawMan Software subscription covered under this agreement: Fees First Time Activation Fee: Subscription Fee: Sr. No. Subscription Particulars Months Rate Per Month (Rs.) Yearly Subscription Fee 1. 2. Sub Total GST @ 18% Grand total I Payment Schedule for Activation and Subscription Sr # Description Payment Terms 1 Activation Fee + taxes NIL 2 Subscription Fee + taxes II Professional Services for Consulting and Customization Activities Sr Description Estimated Duration in person days Amount in ` 1 System Configuration & Training Additional if required PER DAY RATE + GST 18% Per Diem Charges: (Installation / Training / Retraining / Reinstallation / Upgrade / Review Meetings) - For Software Engineer / Installer 2 Modifications as described in i Taxes: Applicable GST @ 18% III Payment terms for Professional Services System Configuration & Training – Payment Terms on Go Live Customization Charges - IV Payment Mode: o Demand draft or ‘At Par’ Cheque, payable in Mumbai, drawn in favor of COMPANY NAME V Other terms i Price Validity: All prices mentioned here under this section are valid only for this agreement ii Subscription: Subscription based applications are subject to continuous usage without any break in payment. The subscription would be suspended by deactivation of access in case of delayed or non-payments or violation in usage of the system. iii Invoice: All invoices for payments will be generated on the name and address provided in this agreement and as per the rates mentioned herein. Invoice once raised will become due for payment and will not be cancelled. iv Standard Support: Standard 9.00 AM to 6.00 PM support on work days (Monday to Saturday except on Sundays and Indian bank holidays) on phone / web / email / in person calls VI Other Charges & Terms: i As mentioned in this agreement Client undertakes to arrange for and bear expenses towards travel, boarding, lodging and other incidentals, based on the expected duration of the consultant’s stay at site. ii The prevailing per-diem [allowance] and Professional Services [per person day] iii rates in INR are as follows: Sr.# Resource Type Per-Diem Rate Professional Services 1 Installer/Consultant 2 Project Manager 3 General Manager & Director iv Professional Services and per-diem rates are subject to next revision in March 2019, and annually thereafter. v All on-site visits will be on chargeable basis. vi Subscription will continue to be paid even if the product is not being used, in order to maintain the continuity of access. vii Subscription invoices will be raised for specific periods for which payments are to be made in advance. An invoice raised once, will not be cancelled. Hence, the client agrees to inform the Owner at least one month prior to the raising of a Subscription invoice, of a plan to discontinue usage of the software system/s and opt out of the subscription to the application/s. viii The agreement automatically terminates if subscription is not renewed by the client. Annexure B Change Request Requirement: None identified.