SOFTWARE LICENSE AGREEMENT This Software License Agreement (this “Agreement”), is entered into as of ________ by and between________ and their respective subsidiaries (“------------”) having its registered office at Address (“Customer” or “Licensee”) (“Licensee”) and Tata Consultancy Services Ltd. a company incorporated under the Companies Act, 1956 with its corporate office at TCS House, Raveline Street, Fort, Mumbai – 400 001, India (“TCS” or “Licensor”) and shall be effective from _______ day of _________, __________ (the “Effective Date”). Licensee and TCS are sometimes individually referred to as a “Party” and collectively as “Parties” throughout this Agreement, and the words Party and Parties shall be construed accordingly. NOW, THEREFORE, for and in consideration of the mutual promises contained herein and other good and valuable consideration, sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1. DEFINITIONS a) Affiliate - Shall mean, at any time, and with respect to any entity, any other entity that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such entity. b) Agreement - Shall mean this Software License Agreement including all applicable Schedules, Exhibits, Attachments and Software Order Forms hereto. c) ASP - Shall mean an application service provider providing another Person software-based application solutions that enables such other Person with transaction processing ability by remote access or other available means through the application software installed at such service provider’s site. d) Authorised User(s) - Shall mean the individual employees or named contractors of the Licensee authorised by Licensee to Use the Software. Named third party contractors will have to sign Third Party Access Agreement with TCS. BSP Shall mean a provider of business processing services, including management of the associated business process as a service bureau, using software based application solutions. e) Control - Shall mean in respect of any Person, the possession, directly or indirectly, of (a) the power to direct or cause the direction of the management and policies of that Person, and (b) ownership of more than fifty percent (50%) of the voting securities of such Person. f) Customisation - Shall mean works prepared in connection with the Software, based upon or derived from Software or other proprietary material, including without limitation, a revision, modification, customisation, enhancement, improvement, addition, interfaces, adapter, plug-in, translation, abridgment, condensation, expansion, or any other form in which such material or any proprietary portion thereof may be recast, transformed, or adapted, or which, if prepared without authorisation of the owner of the Intellectual Property Rights in such material would constitute an infringement of any such proprietary right. g) Documentation - shall mean TCS’ then-current technical, functional, support or other informational documentation which is delivered electronically or made available to Licensee related to or in connection with the Software h) Fees Shall mean i) fees for the Software listed in the applicable Software Order Form as “License Fees”; ii) fees for Software Support as specified in the applicable Software Order Form as “Maintenance Fees”; iii) fees for any Services provided under a relevant Statement of Work and mentioned therein as “Services Fees”; iv) any other fees payable as specified in the relevant Software Order Form or relevant SOW. i) Licensed Operations - Shall mean the operations of the Licensee for which the Licensee is entitled to Use Software pursuant to the license granted under this Agreement, with the restrictions on the scope of license as set out in this Agreement and the relevant Software Order Form. j) Licensed Territory - Shall mean the country or countries or such geographical area(s) specified in the relevant Software Order Form, within which the Use of Software is permitted under this Agreement. k) Licensee Material - Any data, information or materials, such as Licensee requirements, Licensee technical specifications, or other graphic or audio-visual materials provided by Licensee to TCS in connection with this Agreement. l) Open Source Software or OSS - Shall mean the software covered by so called OSS Licenses OSS License Shall mean the software license approved as open source license by the Open Source Initiative, Free Software Foundation or any substantially similar open source license. j) Permitted Site - Shall mean Licensee’s premises identified and set out in the relevant Software Order Form or such other location owned or leased by or under the control of Licensee that may be substituted in accordance with clause 2.6. k) Person -Shall mean any natural person, corporation, limited liability company, general partnership, limited partnership, proprietorship, other business organisation, trust, union, association or Governmental Authority. l) Services - Means any service with respect to or in relation to the Software provided by or on behalf of TCS or its Affiliates to the Licensee or to its Affiliates such as installation, configuration, implementation, integration, Customisation, development, etc., under a statement of work. m) Services Schedule - Means a schedule for professional services executed pursuant to and with reference to this Agreement to perform Services. n) Software - Shall mean : Means i) any and all software as specified in the applicable Software Order Form; ii) any new releases, Updates, Upgrades or versions thereof made available to Licensee as per Software Support terms or otherwise; iii) Customisation, if any, provided to Licensee in accordance with relevant agreement; iv) Documentation; v) any complete or partial copies of any of the foregoing. Sub-items i), ii), iii) and v) refer to object code (machine readable form) only. 0) Software Order Form - Shall mean each order form for the Software, related Software Support ordered by the Licensee, Fees and any other related information substantially in the format given in Schedule A hereto, executed between the Parties pursuant to this Agreement and describing the specific terms applicable to each of the Software licensed hereunder. Each executed Software Order Form shall form part of this Agreement. p) Software Support - Shall mean, the maintenance and support services, applicable and/or ordered by the Licensee as specified in the applicable Software Order Form that is provided to Licensee in accordance with the Documentation as of the effective date of the applicable Software Order Form. Such applicable support terms are incorporated herein by reference and made a part hereof. q) Target Environment - Shall mean Licensee’s main processing computer system hardware, software and operating environment required for the operation and Use of the Software as described in the relevant Software Order Form or relevant Documentation. r) Term- Shall mean as defined in clause 10.1. s) Third Party Software - Any third party software, including Open Source Software, that are contained in the versions of the Software licensed hereunder. t) Update Shall mean any bug fixes, patches, maintenance releases and minor version releases of the Product, if any, planned and developed by TCS, from time to time, for general distribution to the licensees of the Software who purchase or subscribe to the Software Support services for the Software. Updates to the Software are denoted by a change to the right of the first decimal point (e.g., v6.1 to v6.2) u) Upgrade Shall mean a version of the Software that includes major enhancements, improvements or new functionality and, which is denoted by a change to the left of the first decimal point (e.g., v6.0 to v7.0) v) Use - Shall mean operating the Software in object code (machine readable form) only for the business operations and as limited in scope by the Licensed Operations (as defined in the relevant Software Order Form) of the Licensee, including the acts of installing, executing, processing, transmitting, transferring, loading and storing of data by Authorised Users in connection with the business of the Licensee. 2. LICENSE GRANT, CONDITIONS, RESTRICTIONS This Agreement and the terms of license apply to the Software listed in relevant Software Order Form executed pursuant to this Agreement. 2.1 Subject to Licensee’s compliance with the terms and conditions of this Agreement, , TCS hereby grants to Licensee and Licensee hereby accepts, a non-exclusive, non-transferable, non sub-licensable and limited in time, copyright license to Use and to permit Authorised Users to Use the Software at Permitted Sites, on the Target Environment and for the Licensed Operations within the Licensed Territory during the Term as specified in the applicable Software Order Form executed pursuant to this Agreement. 2.2 The License granted to the Licensee is conclusively defined in this Agreement and the relevant Software Order Form. All rights not expressly granted herein are reserved to TCS. Any extension or change of the contractual Use of the License Material requires TCS’ prior written consent and authorisation. The Licensee is responsible to ensure compliance with all license restrictions and other applicable terms and conditions of this Agreement by each Authorised User. If the Licensed Operations permit Use of the Software by an Affiliate of Licensee at any time under this Agreement, Licensee shall ensure that such Affiliate shall agree and abide by the terms and conditions of this Agreement and shall assume full responsibility for any act or omission of such Affiliate. Any breach or non compliance of the terms and conditions of this Agreement by any Authorised User or an Affiliate shall be deemed to be a breach or non compliance by the Licensee. The Licensee will indemnify and defend TCS in respect of any breach of this Agreement by Authorised Users or in respect of any act (or failure to act) by the Authorised Users which would constitute breach of this Agreement if carried out by the Licensee. 2.3 Except as may be otherwise agreed to in writing in the relevant Software Order Form, the license granted hereunder does not authorize the Use of the Software for: • processing any business of any Affiliate of Licensee (“Affiliate’s Business”), • for additional business of Licensee or an Affiliate resulting from or arising in connection with the acquisition by Licensee or a permitted Affiliate of the assets or business of any other entity or merger or amalgamation of another entity with Licensee or its permitted Affiliate (“Acquired Business”). Each Affiliate Business and Acquired Business is referred to in this Agreement as a “New Business.” 2.4 The Licensee may increase or extend the Licensed Operations including for the purpose of any New Business, only with the prior written consent of TCS and payment of then current additional License Fees payable, if any, for such increase or extension of the Licensed Operations. If at any time Licensee desires to so increase or extend the License Operations, TCS and Licensee will negotiate in good faith the terms and conditions and the applicable additional License Fee for such increase or extension. 2.5 TCS may, not more than once every six months and upon not less than ten (10) business days’ notice to Licensee, audit Licensee’s use of the Software for compliance with this clause 2. If any audit reveals Licensee to be in breach of Licensed Operations permitted under the relevant Software Order Form, resulting in a License Fee deficiency, Licensee shall be liable to pay TCS immediately on demand additional License Fee, equal to two times the applicable license fee as per then current TCS price list, with respect to the increased or extended use of the Software revealed by the audit. Payment of the amounts as stated above shall not release the Licensee from its contractual obligations. TCS and/or its licensors expressly reserve the right to claim damages for any further prejudice. 2.6 The Licensee acknowledges that any Customisation of the Software may be carried out only by TCS or with the prior written consent of and based on specific agreement with TCS and no third party other than TCS, may be allowed to provide such services. Before involving any third party in creating Customisation of the Software, if permitted by TCS, the Licensee shall provide TCS with a written, legally binding statement of the third party, whereby it assumes an undertaking towards TCS and its licensors that it will observe the provisions of this Agreement. 2.7 Licensee shall retain all of TCS’s and/or its licensors’ logo, trademark, copyright notice and other proprietary markings or notice on the Software. The Licensee shall include on all copies of all or part of the Software, any proprietary markings or notices as they appeared in the Software. Licensee will have no rights in any trademarks or service marks or trade names adopted by TCS and/or its licensors for the Software or any part thereof. 2.8 Copying of the Software is prohibited unless expressly authorised in this Agreement or the relevant Software Order Form or otherwise in writing by TCS. Licensee is responsible for controlling the original Software and any copies thereof and ensuring that the Use thereof is in accordance with the terms of this Agreement. 2.9 All software and hardware equipment onto which all or part of the Software is copied must always be in a Permitted Site and in direct possession and control of Licensee. Licensee may, upon written advance notice to TCS, relocate the Software to another Permitted Site and may install or permit the installation of the Software at such new Permitted Site, provided that the Software shall not be installed at more than one Permitted Site at any given time, and as soon as Licensee relocates the Software to a new Permitted Site, Licensee will notify TCS of the address of the new Permitted Site. Licensee is responsible to include reproduction of all of TCS’ copyright notice and other TCS proprietary markings on every copy of the Software made by or on behalf of Licensee as they appeared in the Software. Copies which are no longer needed must immediately be destroyed. Except as provided in this Agreement, Licensee shall not, nor permit others to, make copies of the Software. 2.10 In case the Permitted Site is not in the direct possession and control of the Licensee, but on a third party infrastructure service provider (hereinafter referred to as “Service Provider”), the Licensee shall ensure that the Service Provider complies with the terms and conditions of this Agreement. If TCS reasonably requires that such Service Provider enters into a confidentiality and intellectual property protection agreement with TCS, Licensee shall ensure that such Service Provider enter into an appropriate agreement directly with TCS prior to Software being made so available or installed. Any violation or misappropriation of TCS’ intellectual property rights in or to Software or breach of confidentiality obligations by Licensee’s such Service Provider shall be deemed to be a material breach or non-compliance by the Licensee for which Licensee shall remain liable. 2.11 Unless otherwise agreed to in writing by TCS, Licensee shall not, and shall not permit or enable any other party or person, directly or indirectly, to: (a) make the Software or its functionality available to any party other than an Authorised User; (b). reverse engineer, disassemble, de-compile, re-create, enhance or modify the Software; (c) circumvent, bypass, delete or remove any form of protection, or usage, functionality or technical restrictions or limitations, or to enable functionality disabled by TCS, in connection with the Software; (d) interfere with or disrupt the integrity or performance of the Software or any portion thereof; (e) use the Software to provide any Application Service Provider (“ASP”) or Business Processing Service Provider (“BSP”) services; (f) rent, lease, lend, sublicense, distribute, timeshare or provide commercial hosting services with the Software; (g) divulge or otherwise disclose to third parties that Licensee has any familiarity with or knowledge of the Software; (h) file for any patents, or seek other intellectual property protection, on any inventions or other intellectual property learned from or relating to or derived from the TCS Proprietary Software or Solution or any related materials, anywhere in the world; (i) use or deal with the Software in any manner or for any purpose that violates or contravenes any law or regulation (including but not limited to, related to privacy, data protection and export control) or the rights of others; (k) use of the Software for any purpose other than as permitted under this Agreement or use in potentially hazardous activities which could lead to death or serious bodily injury of any person, or to severe physical or environmental damage; (l) perform or disclose any security testing, including without limitation, penetration testing, remote access testing, network discovery, vulnerability scanning, password cracking, etc., of the TCS Proprietary Software or Solution; (m) interface or link or include, without express written permission, the Software with any other systems or applications or services other than those agreed in writing and in accordance with the Documentation provided by TCS; (n) use the Software on any part thereof for purposes of competitive or comparative analysis, the development, provision or use of a competing software service or product or any other purpose that is to the TCS's detriment or commercial disadvantage; (o) issue any press release or make any other public communication, directly or indirectly, with respect to this Agreement or use of the Software; or (p) use the various Software components independently or separately of each other or for creating a stand-alone product for use or for offering or marketing to others or for using it with any other deliverables not provided by TCS. 2.12 Should the Software be used beyond the license set out in this clause 2, TCS shall be entitled to terminate the license granted hereunder in respect of such Software, without prejudice to any other rights or remedies TCS may have under this Agreement or otherwise. 2.13 As between TCS and Licensee, Licensee shall be responsible for (a) acquisition, installation and maintenance of the Target Environment; (b) complying with the applicable terms and conditions of the respective third party products used in Target Environment (c) choice, installation, use and maintenance of any third party software not forming part of the Software, which is and/or to be used in relation to the Software, (d) making regular back-ups of Licensee’s data processed via the Software, and (e) complying with any laws or regulations applicable to Licensee’s industry that are generally not applicable to licensed product providers DELIVERY AND ACCEPTANCE 3.1 The delivery of the Software shall be effected when TCS transfers the appropriate data media to the Licensee or makes available the Software for download from a specified link. The delivery of the Software will be considered to be complete within five (5) days of the notification of availability of download thereof unless within that period the Licensee makes a report to the contrary to TCS. Complete or partial commencement of the processing of its operations by the Licensee using all or part of the Software shall be deemed to be immediate acceptance of all the Software. 3.2 Licensee shall be responsible for choosing, installing and using the Software and for the results achieved therewith. Licensee is aware of the essential functional features of the Software and it is responsible for ensuring that the Software satisfies its requirements. When using the Software, the Licensee shall observe the guidelines set down in the pertinent Documentation. The Licensee agrees to install any fixes, patches, Updates, Upgrade (if purchased by Licensee or otherwise made available by TCS) or other releases of the Software made available in due time. 3.3 The Licensee undertakes to ensure that telecommunication lines are available and maintained between the Permitted Site and TCS’ nominated support facilities as indicated in the support documentation. The Licensee shall also take reasonable precautions in case all or some of the Software supplied to it works incorrectly, such precautions being emergency procedures, data protection, regular back-up of data, virus checks, regular checks of results, etc. 4. FEES 4.1 Licensee shall pay to TCS the License Fees, Maintenance Fees, or any other applicable Fees, in the amount and manner set forth in the applicable Software Order Form. TCS shall submit invoices for the Fees as per the payment terms set forth in Software Order Form. Payment of invoices shall be made by Licensee to TCS within 30 days following receipt of each such invoice. If there is any delay in payment of the amount due, without prejudice to other rights available to TCS, Licensee shall be liable to pay annual interest @ 18 % p.a., calculated on the amount due from the date the payment became due until the recovery is made in full with interest. All Fees will be non-refundable. 4.2 All Fees provided for in this Agreement are exclusive of any taxes, duties, or similar charges imposed by any government. Licensee shall be responsible for any sales, use, value added, service or other similar taxes that may be imposed by any applicable taxing jurisdictions upon Licensee or TCS, relating to the Software delivered hereunder or the Fees payable therefor. Provided however that TCS shall be solely responsible for any corporate taxes and income taxes based upon the income or revenue of TCS. 5. WARRANTY: 5.1 Each Party represents, warrants and covenants to the other that: 5.1.a) this Agreement constitutes the legal, valid and binding obligation of it, enforceable against it in accord-ance with its terms, except as such enforceability may be limited by bankruptcy laws and other similar laws affecting creditors’ rights generally and by general principles of equity; 5.1.b) the execution, delivery and performance of this Agreement by it does not and will not conflict with, or constitute a breach or default under, its charter documents or any agreement, contract, commitment or instrument to which it is a party. 5.2 TCS warrants to Customer that TCS or its Affiliates own, and/or TCS is authorised to grant the rights and licens-es to, the Software as set forth in the relevant Software Order Form. 5.3 Licensee warrants to TCS that the Licensee owns, has the rights and is authorised to provide the Licensee Materials and grant the rights and licenses to the TCS as contemplated in the Agreement or any Schedule thereto. 5.4 Except for the warranties contained in this section 5, TCS makes no other representations or warranties either, express or implied, including, without limitation, any implied warranties, merchantability, fitness for a particular purpose, system integration, accuracy, reliability, error-free, un-interruption, support correction or repair (unless otherwise agreed), or otherwise that the Software provided hereunder or portion thereof will operate in every combination or environment desired by the Licensee with any data, devices, computer systems and programmes of its choice or that the remedying of one programme error does not result in the occurrence of other programme errors. All such representations and warranties are hereby disclaimed. 6. CONFIDENTIAL INFORMATION: 6.1 “Confidential Information” means any information disclosed by either Party to the other Party that designated as “Confidential,” “Proprietary” or some similar designation, or that in the circumstances would be considered confidential. Confidential Information of TCS includes without limitation the Software (including the operation of or methods, techniques, tools or processes used in creating, developing, applying or maintaining the Products), pricing therefor, and any product plans or roadmaps provided by TCS, whether or not marked as confidential. Confidential Information of Licensee includes any technical data that may be provided by Licensee to TCS for purposes of Maintenance Services. 6.2 Confidential Information will not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (iii) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving Party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information, as shown by documents and other competent evidence in the receiving Party's possession; or (vi) is required by law to be disclosed by the receiving Party, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. 6.3 Each Party agrees not to use any Confidential Information of the other Party for any purpose except to only to perform its obligations under this Agreement and to the extent permitted, exercise such Party’s rights granted hereunder. Each Party shall not disclose any Confidential Information of the other Party to third parties or to such Party's employees, except to those employees of the receiving Party who are required to have the information in order to perform its obligations under this Agreement and to the extent permitted, exercise such Party’s rights granted hereunder. 6.4 Each Party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorised use of the Confidential Information of the other Party. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither Party shall make any copies of the Confidential Information of the other Party unless the same are previously approved in writing by the other Party. Each Party shall reproduce the other Party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. 6.5 Licensee agrees that TCS and its Affiliates may collect and use technical information gathered during its performance under this Agreement. TCS may use this information solely to improve its products or to provide customised services or technologies to Licensee and will not disclose this information in a form that personally identifies the Licensee. OWNERSHIP AND PROPRIETARY RIGHTS 7.1 Licensee acknowledges and agrees that TCS and/or its licensor does and will continue to own all Software and intellectual property rights in or attached to the Software and any and all methods, techniques, tools, utilities or processes used in creating, developing, implementing, applying or maintaining the Software even if made or implemented by or on behalf of the Licensee. TCS hereby reserves all rights not expressly granted herein. No rights shall be licensed by implication under this Agreement. For removal of doubt, it is clarified that any Customisation of the Software made pursuant to this Agreement or under any other agreement, even if made by or on behalf of, or for the Licensee, and any and all intellectual property rights in or to the same shall, notwithstanding anything contrary to in any other agreement, continue to vest with TCS or its licensors and Licensee’s use thereof will be subject to and governed by terms and conditions of this Agreement. 7.2 Licensee agrees that TCS may list Licensee’s name in its marketing material in the list of customers of the Software and for reference purposes. Any use of Licensee’s logo with respect to such listing and for reference purposes shall be with express written permission of the Licensee. 7.3 Nothing in this Agreement shall prevent TCS from transacting similar business either for itself or for any other Person or to offer same or similar products or services to any third parties. 8. INDEMNIFICATION: 8.1 Subject to clause 8.4, TCS will defend, or at its option settle, any unaffiliated third party claim against Licensee in the Licensed Territory alleging the Software licensed hereunder, when used in accordance with this Agreement during the Term, infringes the registered Intellectual Property Rights of a third party (“Infringement Claim”) in the Licensed Territory and shall pay any and all third-party damages, losses, assessments, charges, costs, including without limitation reasonable legal fees and disbursements, and court costs (“Losses”) arising therefrom which are finally decided by a court of competent jurisdiction, or arrived at during settlement of such third party claim; provided that the TCS shall have no obligations to the Licensee under this clause 8.1 or clause 8.2 below, to the extent any such Infringement Claim arises or results from i) modification of the Software, if such modification was not made by TCS; or ii) operation or use of the Software in combination with Licensee or third party products, systems, hardware or software, or with third party services, processes or materials, where the infringement would not have oc-curred but for such combination; or iii) TCS’s compliance with any specific requirements, instructions or technical designs of the Licensee or oth-erwise arising out of or in relation to any Licensee Material; or iv) use of the Software for any purposes for which the same have not been designed or developed or other than in accordance with this Agreement or any applicable Documentation or specifications; or v) Licensee’s failure to implement reasonable corrections, revisions, Updates or Upgrades provided by TCS, the use of which would have prevented any such Claim; or vi) Licensee’s continued use of the Software or other allegedly infringing activity after receiving notice of the alleged infringement; or vii) any version of the Software which is no longer supported by TCS. 8.2 Subject to the forgoing provisions, in the event that any Infringement Claim is initiated against Licensee, or in the TCS’ sole opinion is likely to be initiated for which the TCS is liable in terms of clause 8.1 above, then TCS shall have the option, at its expense, to either: a) modify or replace the infringing part of the relevant Software so that such part is no longer infringing; or b) procure for Licensee the right to continue using the infringing Software; in either case, as promptly as possible and in a manner which will avoid unreasonable disruption to Licensee’s operations. If neither of options (a) and (b) under clause 8.2 is reasonably possible or effective, and if the infringement is established by a final decision of the competent court or through a extrajudicial settlement, TCS shall accept the return of the relevant Software and terminate all rights and licenses granted to Licensee and refund to Licensee an amount equal to the: (i) unutilised portion of the Term under the relevant Software Order Form in case of Term License, or (ii) the amount equal to the unamortised balance of the relevant License Fee paid by Licensee under this Agreement, calculated on a straight line basis over a period of five years commencing on the Start Date of the relevant Software set out in the relevant Software Order Form of this Agreement in case of perpetual License (for the term of the copyright in the licensed Software). The foregoing provisions in Sections 8.1 and 8.2 state the TCS’ entire liability and Licensee’s sole remedies with respect to any Infringement Claim. 8.3 Licensee agrees to defend, indemnify and hold TCS and its Affiliates, licensors and its/their respective directors, officers, agents, employees, co-branders or other partners, harmless from any claim or demand or expense and Losses, due to or arising out of sub-sections (i) to (vii) of Section 8.1 or any matters connected therewith. 8.4 A Party shall not be entitled to seek any indemnification from the other Party unless such party provides the other Party with a) provides the other Party with prompt written notice of any claim, demand or action for which such party is seeking or may seek indemnification hereunder and gives the indemnifying Party the right to have sole control over the defence and settlement negotiations with counsel of its own choosing; b) does not make any statement or admission in relation to such claim which may prejudicially affect the chances of settlement or defence of such claim; and c) reasonably cooperate with the indemnifying party in assisting the defence of the claim and in the negotia-tions or settlements of any such claim, demand or action by providing all assistance and information to perform the above obligations. 9. LIMITATION OF LIABILITY 9.1 Except as set forth in clauses 9.3, neither Party shall be liable to the other for any indirect, incidental, consequential, exemplary, punitive, special or cover damages including without limitation loss of profit, revenue, data, goodwill or investments, whether in contract, tort or other theories of law, even if advised of the possibility of such liabilities. 9.2 Except, as set forth in clauses 9.3 and for breach of confidentiality obligations, the aggregate liability of either Party for all direct damages arising from or relating to this Agreement (whether in contract, tort or any other theories of law) shall not exceed the total amount of License Fees for the relevant Software paid by the Licensee to TCS under the applicable Software Order Form during twelve (12) months immediately preceding the relevant event giving rise to such liability. Failure of the Licensee to pay the applicable Fees owing to TCS under this Agreement shall not be subject to the aforesaid liability cap amount. 9.3 The limitation/exclusion on any Party’s liability as set forth in Clause 9.1 and Clause 9.2 shall not apply to liability for damages, a) Resulting from the wilful misconduct of that Party, its affiliates, employees or agents, or anyone for whom it is in law responsible; b) Obligations under Section 8 (Indemnity); and c) Due to infringement or misappropriation of intellectual property rights by Licensee arising from use of the Software by Licensee, its Authorised Users or Affiliates in a manner not licensed under this agreement. 9.4 Neither Party shall be liable for any delay or failure in the performance of its obligations under this Agreement, if and to the extent such delay or failure is caused by the actions or omissions of the other Party or other Party’s agents or due to a breach of any terms of this Agreement by the other Party. In the event that TCS is delayed or prevented from performing its obligations due to such failure or delay on the part of or on behalf of the Customer, TCS shall be allowed an additional period of time to perform its obligations and unless otherwise agreed the additional period shall be equal to the amount of time for which TCS is delayed or prevented from performing its obligations due to such failure or delay on the part of or on behalf of the Customer. Such failures or delays shall be brought to the notice of the Customer and subject to mutual agreement with the Customer, TCS shall take such actions as may be necessary to correct or remedy the failures or delays. TCS shall be entitled to invoice the Customer for additional costs incurred in connection with correction or remedy as above. 10. TERM AND TERMINATION 10.1 The term of this Agreement shall commence on the Effective Date and shall continue to remain in effect until the expiry or termination of all the Software Order Forms executed pursuant to this Agreement, unless this Agreement is terminated in accordance with the provisions herein. 10.2 TCS may terminate this Agreement forthwith by delivering written notice to this effect to Licensee: a) for any breach of any provision of this Agreement which is not curable; or for any breach (es) by Licensee of the provisions of this Agreement which, if curable, remain to be cured on expiry of thirty (30) days cure period provided under a written notice served on the Licensee specifying the breach and seeking cure thereof. b) in the event of the direct or indirect assumption of Control of Licensee, or of substantially all of the Licensee’s assets, by any government or governmental agency, or if 50% or more than fifty percent (50%) of the equitable ownership of Licensee is acquired by any competitor of TCS. c) if the Licensee has a receiver, administrator or liquidator appointed to the whole or any substantial part of its assets or if an order is made or a resolution passed for the winding up of the Licensee which is not revoked within seven days or d) if the Licensee assigns or purports or attempts to assign any of its duties or rights under this Agreement without the prior written approval of TCS or other than as allowed pursuant to the terms of this Agreement. 10.3 In addition to the right of termination as above said, TCS shall be entitled to recover damages (including consequential and punitive damages where appropriate and applicable) from Licensee and /or obtain injunctive relief for preventing the continued breaches and any future breaches of this Agreement. 10.4 In the event of termination of this Agreement for any reason whatsoever or expiry of this Agreement, the rights and licenses granted to the Licensee all Software Order Forms executed hereunder will immediately terminate and the Licensee will have no further right to use the Software. In the event of termination or expiration of a Software Order Form, the rights and licenses granted to the Licensee under such Software Order Form executed hereunder shall immediately terminate and the Licensee shall have no further right to use the Software mentioned in such Software Order Form. Forthwith on termination or expiry, Licensee must return all the copies of the Software, Documentation and Confidential Information in its possession or control to TCS, or at the sole discretion of and under the written instruction of TCS permanently destroy or disable all such copies. If requested by TCS, a duly authorised officer of the Licensee will certify in writing to TCS that the Licensee has complied with the provisions herein. 10.5 Termination or expiration shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of a Party. Licensee shall be liable to make payments of the entire amount due under this Agreement for the license(s) granted and services rendered by TCS up to the Effective Date of termination in terms of this Agreement or the relevant Software Order Form. The provisions of this Agreement (including the Schedules) necessary to determine, enforce or interpret the rights and obligations of the Parties shall survive any expiration or termination of this Agreement or relevant SOW, including without limitation, Section _ (Fees), Section _ (Confidential Information), Section _ (Ownership and Proprietary Rights), Section _ (Indemnification), Section _ (Limitation of Liability), Section (Effect of Termination), Section (Survival), Section _ (Assignment), Section _ (Applicable Law). 11. ASSIGNMENT 11.1 This Agreement shall be binding on and inure to the benefit of the respective Parties and their permitted successors and assigns. Licensee may not sell, transfer or assign any right or obligation hereunder, except as expressly provided herein, without the prior written consent of TCS. For purposes of the foregoing, a change of control of Licensee, or a merger, acquisition or sale of all or substantially all of the assets of Licensee, shall be deemed an assignment. Any assignment in violation of this clause 12.1 shall be void. TCS may assign its rights hereunder to any of its Affiliates, or in connection with a reorganisation, merger, acquisition or sale of all or substantially all of its assets relating to the Software or for Services to be performed in relation thereto. 12. SERVICES RELATING TO SOFTWARE 12.1 Subject to Licensee paying all Fees under this Agreement, TCS is willing to provide, either by itself or through its Affiliates, Software Support with respect to the Software specified in the Software Order Form in accordance with our Software Support Documentation as identified in Software Order Form. 12.2 For activities to be carried at a location other than TCS’ premises, Licensee shall arrange for and bear the expenses, direct and indirect, towards all cost items including travel by air where air links are available otherwise by alternative fast modes of transportation available, lodging, boarding and local conveyances of associate(s) engaged by TCS or such other person who is authorised by TCS for said activities. Licensee shall hold TCS harmless and effectively indemnified from any loss, claim or damages, unless directly caused by the wilful negligence of TCS’ personnel, to any person or property arising out of the use or possession of the equipment or location by TCS or its personnel. Such indemnification shall extend to the attorneys fees spent by TCS in defending such a claim and any amount spent by TCS in settling such a claim, either by way of a court decree or otherwise. This clause shall survive the termination of this Agreement. 12.3 Licensee may avail Services with respect to Software from TCS or through its Affiliates, by entering into a separate Services Schedule referencing this Agreement and executing a SOW there under for applicable Services and payment of Services Fees as set out therein. 13. THIRD PARTY SOFTWARE INCLUDED/CONTAINED IN THE LICENSED MATERIAL 13.1 The Software may contain certain Third Party Software. Notwithstanding the license grant in Section 2, Licensee acknowledges that Third Party Software, if any, contained in the Software and the use thereof, shall be subject to the terms and conditions of the relevant third party proprietary or open source license agreement only. Information related to Third Party Software for a version of the Software licensed hereunder is provided in the relevant Documentation or relevant Software Order Form. Third Party Software and related information which may be included in creating Customisation or providing Software Support will be made available along with such Customisation or maintenance releases or any related Documentation. Warranties, if any, shall be from the respective third party vendor(s)/licensor(s) as specified in the license agreement of the respective third parties, with the limitations/restrictions as applicable. Subject to the terms and conditions of the relevant OSS License, source code of the OSS shall be made available to Licensee if so mandated under the relevant OSS License. To the extent the OSS License terms prohibit any of the restrictions in this Agreement with respect to such OSS, such restrictions will not apply to such OSS. To the extent the applicable OSS License terms require Licensor to make an offer to provide source code or related information in connection with an OSS, such offer is hereby made, and may be requested in accordance with Section 16.1. Licensee acknowledges receipt of notices for the OSS for the initial delivery of the Software(s). 14. APPLICABLE LAW 14.1 This Agreement shall be governed by laws of [__________], without giving effect to the conflicts of law principles thereof. Courts in [__________] shall have the exclusive jurisdiction over any matter arising out of or connected with this agreement. The U.N. Convention on the International Sales of Goods will not govern this Agreement. 14.2 The Parties will use their best efforts to resolve any controversy or claim arising out of or relating to this Agreement through good faith negotiations during a period of 10 business days after the date of a written notice of a controversy or claim. 14.3 Subject to Section 14.2, any disputes, controversy or claim arising out of or in connection with this Agreement will be finally settled by arbitration in accordance with commercial arbitration rules of the International Chamber of Commerce (ICC). The arbitration shall be conducted in English language and shall be held in the [__________]. Claims shall be heard by a panel of three arbitrators. Within thirty (30) days after the commencement of arbitration, each Party shall select one person to act as arbitrator and the two selected arbitrators shall select a third arbitrator within thirty (30) days of their appointment. If the arbitrators selected by each Party are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the ICC. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing Party's actual damages. Neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both the Parties. Notwithstanding the foregoing, either Party may apply to any court of competent jurisdiction for equitable relief, or other relief, including without limitation injunctive relief or specific performance, without posting any bond or other security, and in addition to its other remedies in the event either Party breaches or threatens to breach any of the provisions under Section 2 (License), Section 6 (Confidential Information) or Section 7 (Ownership and Proprietary Rights) or to enforce the provisions of this Section 14.3. 15. TRAINING: 15.1 In the event if the Licensee requires training in respect of the Software, it shall be chargeable and shall be subject to mutual terms and conditions that would be agreed between the Parties. If TCS agreed to impart training, the training material shall be supplied only electronically. 16. Notices: All notices and other communications required under this Agreement will be in writing and sent to the address stated below, or to such other address as will be given by either Party to the other in writing, and will be effective: a) upon actual delivery if presented personally or sent by express overnight courier (with a signature acknowledging receipt), or b) seven days following deposit in the mail if sent by certified or registered mail, postage prepaid, return receipt requested. EMPLOYEE NON-SOLICITATION During the term of this Agreement and for six months thereafter, Licensee and TCS agree that neither Party shall directly recruit or solicit for employment any employees of the other Party currently performing obligations or responsibilities in relation to this Agreement, without the prior written approval of the Party whose employee is being considered for employment. Nothing in the foregoing shall preclude or restrict either Party from utilizing recruiting tools not directly targeted to the other Party, such as but not limited to media advertising of employment opportunities in the internet or intranet or the use of third party recruiters providing such recruiters are not directly targeting the other Party. 18. LANGUAGE FOR COMMUNICATION The official language for communication will be English. Further, all deliverable documents will be in the English language. 19. FORCE MAJEURE Neither Party will be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay or both is caused, directly or indirectly, without fault by such Party, by any reason beyond its reasonable control, including but not limited to, by fire, flood, explosion, earthquake, elements of nature, drought or bad weather, lightning or acts of God, acts of state, strikes, acts of war (whether declared or not), hostilities, terrorism, riots, civil disorders or commotion, lockouts, industrial disputes, rebellions or revolutions, blockages; quarantines, embargoes and other similar governmental action (each a "Force Majeure Event”). The Party so delayed in its performance will immediately notify the other Party by telephone or by the most timely means otherwise available (to be confirmed in writing within two business days of the inception of such delay) and describe in reasonable detail the circumstances causing such delay with relevant documentary supporting. However, the Party claiming such event shall take all commercially reasonable steps to mitigate the delay so caused in spite of such Force Majeure Event. 20. NO WAIVER Either Party’s failure to exercise any right under this Agreement shall not constitute a waiver of any other terms or conditions of this Agreement with respect to any other or subsequent breach, or a waiver by such Party of its right at any time thereafter to require exact and strict compliance with the terms of this Agreement. In order to be effective, all waivers under this Agreement must be in writing and signed by the waiving Party. 21. SEVERABILITY If any term, Section or provision of this Agreement shall be judged to be invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other term, Section or provision of this Agreement and such invalid term, Section or provision shall be deemed to have been deleted from this Agreement. 22. ENTIRE AGREEMENT; AMENDMENTS This Agreement, along with the schedules and exhibits attached hereto, and Software Order Form(s) or SOW’s executed pursuant to this Agreement sets forth the entire agreement between the Parties and supersedes any other prior or contemporaneous proposals, agreements and representations between them related to its subject matter, whether written or oral, between the Parties and all amendments and extensions thereof, which will be deemed to be superseded by this Agreement. In the event of any conflict between the provisions of this Agreement and the provisions of the schedules, exhibits, attachments or appendices, hereto or any related agreement, the provisions of this Agreement in Section 2 (License), Section 6 (Confidential Information), Section 7 (Ownership & Proprietary Rights), Section 8 (Indemnification) and Section 9 (Limitation of Liability) shall prevail. With respect to any other matters, the provisions of the schedules, appendices, exhibits and attachments or related agreement shall prevail. For avoidance of doubt, if any Software Order Form or statement of work contains certain special terms that are applicable to the relevant Software or Services, to the extent such special terms do not conflict with the aforesaid provisions of the Agreement, the special terms in the Software Order Form or statement of work shall prevail. No modifications or amendments to this Agreement will be binding upon the Parties unless made in writing and duly executed by authorised officials of both Parties. No terms or conditions in any purchase order or similar document will be applicable, and TCS hereby rejects any such terms or conditions. 23. HEADINGS The headings and subheadings are inserted for convenience of reference only and will not be used in interpreting or construing the provisions of the Agreement. 24. COUNTERPARTS The Agreement along with its Schedules and each Software Order Form and each statement of work under this Agreement may be executed in two or more counterparts, all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. 25 Additional Documents: Software Order form and Software support Annexes will be shared with the Agreement copy IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorised representatives as of the Effective Date.