A separate contract will be signed with the customers. For details on the contract, please visit - https://c2lbiz.com/agreement/ Below is a draft contract for reference. SOFTWARE SERVICES AGREEMENT This SOFTWARE SERVICES AGREEMENT (“Agreement”) is executed on this [__] th day of ________ 2020 (“Effective date”) By and between C2L BIZ SOLUTIONS PRIVATE LIMITED, a Company incorporated under the Companies Act, 1956, having its registered office located at UNIT 505, ATL CORPORATE PARK, SAKI VIHAR ROAD, ANDHERI EAST, MUMBAI MH 400072 IN (hereinafter referred to as “C2L BIZ” ) (which expression shall unless be repugnant to context or meaning thereof, be deemed to mean and include its assignors of) One part. AND _______________________________ a company/ partnership firm registered under the provisions Companies Act, 1956/ Partnership Act, 1932 having its registered office located at ___________________________________ (hereinafter referred to as “Company”) which expression shall unless be repugnant to context or meaning thereof, be deemed to mean and include its successors and assignors of) other Part. Please confirm the name and registered office of the entity C2L BIZ and Company shall be individually referred to as Party and collectively as Parties. WHEREAS: a) C2L BIZ is engaged in the business of Information Technology (IT) solutions and services for Insurance Industry. b) Company is engaged in business of _________________________________ (Please provide business of Company.) c) Company requires various Services related to Software via Platform pertaining to ____________________________ and has approached C2L BIZ to avail such Services as defined below based on the terms and conditions mentioned herein. NOW, BOTH THE PARTIES ARE DESIROUS AND HAVE DECIDED TO REDUCE THE TERMS AND CONDITIONS OF THE CONTRACT IN WRITING IN THE FORM OF THIS AGREEMENT. Interpretations As used herein and in any Annexure, or Addendum hereto unless otherwise stated: a) A reference to a clause or to an Annexure is to a clause in, or Annexure to, this Agreement; b) Words in the singular shall include the plural and vice versa. Further, the use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to any person or persons or circumstances except as the context otherwise permits; c) The headings in this Agreement are for convenience only and are not intended to have any legal effect nor purport to be complete or accurate descriptions of content thereof and shall not be used to interpret the provisions of this Agreement; d) Words denoting persons shall include individual, corporation, partnership, trust, limited liability company, association or other entity. e) Any reference to ‘days’ or ‘working days’ means ‘business days’, i.e. any day other than: (i) Saturday and Sunday, (ii) a day on which the banks in India/Mumbai and/or Reserve Bank of India are closed for business/clearing, or (iii) a day on which normal business could not be transacted due to storms, floods, bandhs, strikes etc. f) The terms “hereof”, “herein”, “hereto”, “hereunder” or similar expressions used in this Agreement mean and refer to this Agreement and not to any particular clause of this Agreement. g) The Schedules annexed to this Agreement, form an integral part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this Agreement. h) Reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. 1 DEFINITIONS a) Acceptance means confirmation by Company that the Acceptance Criteria have been met in relation to a specific Deliverable, as defined hereinbelow. b) Acceptance Criteria means the criteria for testing the acceptance of Deliverables specified in this Agreement or otherwise agreed in writing between C2L BIZ and Company. c) Agreement shall mean this Software Services Agreement and all the schedules, annexures and appendices attached hereto and will also include all the amendments and modifications hereof as may be mutually agreed to in writing and signed by the Parties. d) Confidential Information means all information related to software, applications, source code, device, products, services, technical information, business plans, marketing plans and financial information, processes, inventions, techniques, designs, data, know-how, ideas, concepts, research methodologies, strategies, trade secrets and such other information. It also includes information about C2L BIZ’s staff and their personal contact details, C2L BIZ’s businesses, methods of doing business, future plans, policies, and customers. e) Company/ Company Data means all data, works and materials uploaded to or stored on the Platform by the Company; transmitted by the Platform at the initiation of the Company; or generated by the Platform as a result of the use of the Software by the Company. f) Deliverable shall mean the specific deliverables to be agreed amongst the Parties, as per Annexure A. g) Data Protection Laws means all applicable statutes, laws, legislation or regulations pertaining to privacy, confidentiality and/or the protection of personal data, or corporate data applicable in India from time to time. h) Defects shall mean and include without limitation any verifiable bugs, virus, trojan horse or shortcomings in the Software that prevent use of the Software for the purposes described in this Agreement. i) Early Exit Fee shall have the meaning as defined in clause 12 below. j) Enhancements shall mean any customization, modification, update, upgrade or addition to the Software that, when made or added to the solution or modules currently being used by Company, provides minor functionality enhancements but does not downgrade overall utility, functional capability or application, where such modifications or additions are generally made available by C2L BIZ . k) Services means the Software made available as service which may be rendered as mutually agreed by the Parties i.e. at Client ‘s premises or through any other cloud partner or with infrastructure or without infrastructure as more specifically elaborated in Annexure A. The Services include: A. Pre-go-Live services: i. Information gathering; ii. Installation; iii. Integration with other systems if applicable and agreed commercially by the Parties; iv. Customization if applicable and agreed commercially by the Parties; v. Data migration if applicable and agreed commercially by the Parties; vi. UAT- User Acceptance Test (if applicable and agreed commercially by the Parties)  Complete UAT;  Phased UAT; vii. Go-Live – if applicable and agreed commercially by the Parties  Complete Go live  Phased Go Live B. Post-go-live services: i. Training ii. Support iii. Customization iv. Development of Software as additional services (if applicable and agreed commercially by the Parties) l. Intellectual Property means intellectual property, whether or not registered in India or any other country, which is owned or applied for registration or belongs to or is vested with C2L BIZ , including any intellectual property of any kind coming into existence after the date of this Agreement. It includes among other things, patents, trademarks, trade names, service marks, unregistered marks, designs, copyrights, software technical documents, Source Code, domain names, discoveries, creations and inventions. m. Platform means the hosted platform managed by C2L BIZ or its outsourced service providers to provide access to Software, database software and the computer, server or any other hardware on which it is installed. n. SaaS means Software as a Service. o. Software shall mean the software based on SaaS model basis related to insurance industry operations and distribution that is exclusively created and developed by the C2L BIZ under its SymbioSys Suite of Services and shall include all rights of any nature whatsoever associated with it, including all Intellectual Property rights pertaining thereto, recognized by applicable laws and associated therewith. p. Source Code means the original form of the Software before it is converted into a machine-readable code. 2 SCOPE a) SaaS: C2L BIZ hereby grants by way of subscription to the Company, a non-exclusive, non-transferable, non-sublicensable, non-revocable, limited duration license to access and use the Software via Platform or in Clients own environment and C2L BIZ’s partner hosted infrastructure as may be mutually agreed by the Parties and Services on SaaS model as elaborated in Annexure A within such timelines as may be mutually agreed by the Parties. C2L BIZ shall provide Services as defined hereinabove i.e. Pre-Go-Live Services and Post-Go Live services and as elaborated in Annexure A. a)b) Customization : On payment of customization fees, C2L BIZ shall create, form and develop customizations, as more specifically described in Annexure A, with added features for reporting and configurations as requested to the Software upon the Company’s request as per the terms and conditions contained in the Agreement. C2L BIZ shall be entitled to levy additional charges for additional requirements like additional reports etc as may be required by the Company , as per mutually agreeable terms. b)c) Support: C2L BIZ shall provide support as per the SLA (Service Level Assurance) related to as more specifically described in Annexure B to the Company as and when required on mutually agreeable terms for the duration of the Subscription, subject to the terms and conditions contained within this Agreement. c)d) Change Request: Any change request to the SOW (scope of work) in Annexure A shall be mutually agreed by the Parties on such additional commercial terms as may be agreed amongst the Parties. 3 PAYMENT TERMS a) Fees: Company shall pay the Fees and other charges like Customization charges and other fee as more specifically described in Annexure C on monthly basis which may be based on the volume of transactions (“Fee”) at such payment terms and conditions of the Agreement for the usage of the Software. Any additional expenses incurred by C2L BIZ during the course of provision of Services may be reimbursed by the Company. b) Suspension: In case of failure by the Company to make payment within due date as mentioned in Annexure C, C2L BIZ shall have right to suspend the Company’s access to such Software without giving any further notice. C2L BIZ reserves right to charge interest @1.5 % per month for delay in payment beyond due date. c) Taxes: The Fee and all other amounts due as set forth in this Agreement are net amounts to be received by C2L BIZ, exclusive of all taxes, duties, and assessments, including without limitation all GST (collectively, the “Taxes”). Company shall make payment of Fee and Taxes as per the invoices raised by C2L BIZ. 4 COMMUNICATION As per the mutually agreed terms, for effective future communication and co-ordination, Parties have agreed to appoint POC (Point of Contact) as mentioned below- Mr. ________________________ for C2L BIZ SOLUTIONS PRIVATE LIMITED Mr. ________________________ for Company (Please incorporate the name of Company POC) 5 C2L BIZ’S REPRESENTATION AND OBLIGATIONS: C2L BIZ hereby represents and confirms to the Company that the Software is designed and developed by C2L BIZ and C2L BIZ is the sole owner of the Software and requisite permissions to commercially provide the Services. 6 COMPANY’S RESPONSIBILITY, DUTIES AND RIGHTS: a) Company shall under no circumstances delay the payments to C2L BIZ. b) The Company hereby understands, acknowledges and agrees that as authorized by the Company C2L BIZ accesses and manages the data relating to the Company and its end-clients (on any Cloud Partner or any such Hosting entity as may be applicable from time to time. The C2L BIZ will be responsible for its own information technology as well infrastructure, but the other terms and conditions as regards the cloud storage platform will be governed by the Cloud Partner. As regards data protection, the terms and conditions available at ________________________. c) Company shall ensure that the Software is not misused in an improper or negligent manner and shall not- • copy, distribute, redistribute, encumber, sell, rent, lease, sublicense, give access to or otherwise transfer rights to Software; • remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in Software; • use the Software in a manner that violates applicable laws or infringes intellectual property of any third party, including, but not limited to, trademark or copyright or design; or • use the Software or supporting documentation for any purpose other the purpose permitted in this Agreement d) Company shall ensure that only correct, accurate and true data/ information/business requirement / ___ _______ is provided by it to C2L BIZ and C2L BIZ shall not be required to verify the same. C2L BIZ shall be entitled to assume the information provided by Company as correct. In case any data/ information is not provided correctly or is available partly, the Company understands, acknowledges and agrees that the result may be incorrect. e) Company shall not obstruct, prevent or delay C2L BIZ from performing its obligations under this Agreement and the Company shall be responsible and liable for all or any loss, expenses, cost, damages etc. caused to C2L BIZ by reason of neglect or any obstruction or delay etc. caused by the Company. 7 DISCLAIMER OF WARRANTIES a) Software services via hosting is provided “as is.” b) C2L BIZ makes no representations or warranties, express or implied, to Company or to any other person or entity with respect to the Software hereunder, and C2L BIZ disclaims all implied warranties with respect to the service including, without limitation, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose. C2L BIZ does not warrant that the Software will be error free or hackproof or will perform in an uninterrupted manner. c) C2L BIZ shall have no liability for any failure or delay in performing its obligations under this facility if such failure or delay: • is caused by Company’s acts or omissions including improper settings or changes made to parameters and/or due to provision of wrongful, improper, outdated, distorted data; OR • results from actions taken by C2L BIZ in a reasonable good faith to avoid violating a law, rule or regulation of any governmental authority or to prevent fraud on accounts; OR • is caused by circumstances beyond C2L BIZ’s control, including but not limited to vandalism, hacking, theft, phone service disruptions, internet disruptions, loss of data, hardware malfunction/network malfunction or extreme or severe weather conditions or any other causes in the nature of Force Majeure event; OR • is caused due to incorrect information provided by Company; OR • Use of any unauthorized software by the Company; C2L BIZ shall not be liable for any loss or damages caused in any manner whatsoever by any infrastructure provided and managed by Company at Company’s own environment / premises/hired or outsourced environment/ premises. 8 INDEMNITY a) Indemnity by Company- Company shall indemnify and at all times keep C2L BIZ, its personnel, officers, representatives and employees indemnified against any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorney fees, costs and expenses resulting from: I. breach of any terms of this Agreement which is not cured within a reasonable timeframe; II. any incorrect information/data or discrepancy in the information/data provided by Company; III. non-compliance of any applicable laws, rules and regulations in discharging obligations under this Agreement by Company; b) Indemnity by C2L BIZ- I. C2L BIZ shall defend, indemnify and hold harmless Company, its affiliates, employees from and against any and all claims, suits, loss, damages, causes of action arising out of or relating to any third party claims arising from infringement of third party Intellectual Property rights. Provided that C2L BIZ shall have received from Company : (i) reasonable written notice of such claim; (ii) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim; and (iii) all reasonably necessary cooperation from Company . If Company’s use of the Software is (or in C2L BIZ’s opinion is likely to be) enjoined, as required by settlement or if C2L BIZ determines such actions are reasonably necessary to avoid material liability, C2L BIZ shall, in addition to its indemnity obligations, in its sole discretion: (a) substitute, modify or replace the Software substantially functionally similar programs and documentation; or (b) terminate the Agreement pursuant to Section 12. The foregoing obligations of C2L BIZ shall not apply: (1) if the Software is modified by any party other than C2L BIZ, but solely to the extent the alleged infringement is caused by such modification; (2) if the Software is combined with products or processes not provided or authorized by C2L BIZ , but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of the Software to the extent the alleged infringement is caused by such unauthorized use; (4) to any unsupported release of the Software; (5) intentionally omitted; or (6) if Company settles or makes any admissions with respect to a claim without C2L BIZ ’s prior written consent. THIS SECTION 8 (b) SETS FORTH C2L BIZ’s LIABILITY AND COMPANY ’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT. This clause is limited only if C2L BIZ hereby grants by way of subscription to the Company, a non-exclusive, non-transferable, non-sublicensable, non-revocable, limited duration license to access and use the Software via Platform using Services on SaaS model basis. 9 LIMITATION OF LIABILITY a) Notwithstanding anything stated herein in no event will C2L BIZ shall be liable to the Company or a third party for any special, punitive, indirect, incidental or consequential damages (including loss of use, data, business or profits, business interruption) arising out of or in connection with this agreement or the use or performance of the service, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), product liability or otherwise, and whether or not the Company or the third party has been advised of the possibility of such loss or damage. b) In any event, C2L BIZ’s maximum aggregate liability (whether in contract or under any other form or liability) for damages or loss, howsoever arising or caused, whether or not arising from C2L BIZ’s negligence, shall be lower of average fees paid to C2L BIZ hereunder in preceding three months of the event which is giving right to such claim. 10 CONFIDENTIALITY a) Party acknowledges that in the course of the performance of this Agreement, it may obtain the Confidential Information of the other Party. The Receiving Party shall, at all times both during the term of this Agreement and thereafter, keep in confidence and trust all of the Disclosing Party's Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as expressly permitted under the terms of this Agreement. The Receiving Party shall take reasonable steps to prevent unauthorized disclosure or use of the Disclosing Party's Confidential Information and to prevent it from falling into the public domain or into the possession of unauthorized persons. The obligations set forth herein shall not apply to the extent that Confidential Information includes information which is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party's part, in the public domain; (b) known to the Receiving Party without an obligation of confidentiality at the time the Receiving Party receives the same from the Disclosing Party, as evidenced by written records; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; b) Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction, provided however upon receiving notice of the requirement of such disclosure, the Receiving Party shall give adequate notice to the Disclosing Party of any such requirement for disclosure so as to allow the Disclosing Party a reasonable opportunity to limit such disclosure. In any event, the Receiving Party, in making such disclosure shall only disclose such information as may be absolutely necessary and only to the extent expressly required by the governmental investigative or judicial agency. c) In the event of any actual or threatened breach of the provisions of this section, the non-breaching Party will be entitled to immediate and injunctive and other equitable relief, without bond and without the necessity of showing actual money damages. 11 INTELLECTUAL PROPERTY RIGHTS a) C2L BIZ shall own and continue to own all intellectual Property rights in the Software, source code, user and configurations manual, circuit diagrams, domain names, designs, tools, applications used for providing Services. C2L BIZ shall retain all intellectual property rights, title and interest in Software, tools, interface or any such Services provided using Platform or in any other work generated or created during the provision of Services. In case of any customization, C2L BIZ shall solely possess the Intellectual Property rights. b) Company shall not at any time either during the tenure of this Agreement or thereafter apply for registration of any trademark or work similar, deceptively similar, competitive or identical with the C2L BIZ’s trademark or work. 12 SUBSCRIPTION AND TERMINATION a) This Agreement shall commence upon the Effective Date and shall remain in effect for a period of ___________ years (Term) from the Effective Date or until the payment of Subscription Fee are paid whichever is earlier (“Subscription”). As mutually agreed among Parties, the agreement shall be subject to lock in period for period of ______ years from Effective date. In case the Company intends to terminate this Agreement within lock in period, early exit fees shall be payable by Company as mentioned below to C2L BIZ. Early Exit Fees shall be calculated as below: • Parties shall determine the minimum monthly Fee at the initiation of the Agreement; • Early Exit Fees shall be ___% of the amount obtained by - product of minimum monthly fees X outstanding term Illustration - If the minimum monthly fee is $10000 for a 5 year to be paid each month ( 60 month) period and the Company decides to terminate during 12th month, the Parties shall determine Early Exit Fees as : __% of (10000*48) b) C2L BIZ shall terminate this Agreement forthwith in the following events: I. If Company breaches any of the terms of this Agreement, and such breach is not remedied within fifteen (15) days following written notice thereof to such party; OR II. At any time, if Company becomes insolvent, or shall cease to carry on business in the normal course, or shall make or seek to make or arrange an assignment for the benefit of creditors, or if or Company enters into transaction pertaining to compromise, merger, demerger, amalgamation, acquisition as per applicable laws or proceedings in voluntary or involuntary bankruptcy shall be initiated by, or on behalf of such party, or if a receiver or similar officer is appointed to take charge of all or part of such party’s assets; OR III. In case any competent authority restricts operations of the Company in whatsoever manner. IV. if Company makes illegal use of the Service through Software or any action amounts to gross negligence, misconduct in usage of Service; c) In case of any such non-compliance or breach of terms and conditions of this Agreement, it shall be terminated by C2L BIZ and exit fees shall be payable as mentioned below by the resulting entity as mutually agreed among the Parties. d) Notwithstanding anything contained in this Agreement, C2L BIZ shall have the right, at its sole option, to terminate this Agreement for convenience by giving (3) three months prior written notice to the other Party. e) Consequences of Termination: In the event this Agreement is terminated the Company must (i) immediately cease all use of Software, (ii) promptly return to C2L BIZ or destroy (as instructed by C2L BIZ) all copies of the Confidential Information and give evidence of the same in writing. 13 NOTICE All notices, requests or communications to be given under this Agreement shall be in writing and shall be deemed duly given and served when delivered in person, by mail, postage prepaid, by prepaid overnight courier service, or by facsimile, to the addresses set forth immediately below (or to such other addresses as the Parties may designate by notice given in accordance with this provision): To C2L BIZ UNIT 505, ATL CORPORATE PARK, SAKI VIHAR ROAD, ANDHERI EAST, MUMBAI MH 400072 To Company Name of the entity (Address) 14 GOVERNING LAW AND ARBITRATION a) This Agreement shall be governed by and construed according to the laws of India, without reference to the choice or conflict of law provisions of such laws. b) Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, or in respect of the transactions contemplated thereby, whether in tort or contract or at law or in equity, exclusively in the courts of Mumbai solely in connection with such actions, proceedings and claims. c) This Agreement and its performance shall be governed by and construed in all respects in accordance with the Laws of the Republic of India. In the event of a dispute or difference, relating to, arising out of or in connection with any of the matters set out in this Agreement, including any question regarding its existence, validity or termination, (“Dispute”), the parties to the Dispute shall discuss in good faith to resolve the Dispute. If a Party gives the other Parties notice that a Dispute has arisen and the Parties are unable to so resolve the Dispute amicably within 30 (thirty) calendar days, it shall be referred to arbitration. d) All Disputes that have not been satisfactorily resolved shall be referred to and finally resolved by arbitration in Mumbai in accordance with the agreement for the time being in force. There shall be a sole arbitrator who shall be jointly appointed by the Parties to the dispute. In case the Parties are unable to decide sole Arbitrator within 15 (fifteen) days, the Parties can appoint sole Arbitrator as per Arbitration and Conciliation Act, 1996. The seat of the arbitration shall be Mumbai and the venue may be as determined by the arbitrator from time to time having regard to the convenience of the Parties to the dispute. The language of the arbitration shall be English. 15 FORCE MAJEURE Force Majeure shall mean if either Party’s performance of any obligation under this Agreement is prevented acts of God, explosions, vandalism, cable cut, storms, fires, floods or other catastrophes, power failure, technical failures, loss of data, loss caused due to incorrect information, national emergencies, insurrections, riots, acts of terrorism, wars, theft, hacking, strike, lockouts, boycotts, work stoppages or other labour difficulties, epidemics, or any law, order, regulation or other actions of any governmental authority, agency, instrumentality, or of any civil or military authority, then Parties shall be excused from such performance on a day-to-day basis during such restriction or interference. C2L BIZ may choose to terminate this Agreement without any obligations, if Force Majeure subsists for a period of more than 30 days. 16 NO PARTNERSHIP This Agreement is not intended to and does not create a partnership, agency or joint venture between the Parties. The Parties are independent entities and the relation between the Parties will be that of principal to principal and not of principal and agent. Except as otherwise expressly provided herein, neither Party shall be authorized to make or enter into, nor shall make or enter on behalf of or in the name of the other any contract, agreement, understanding, commitment or other obligation whatsoever. GENERAL a) During the Agreement and for 3 (Three) years after the termination or expiry thereof, Company shall not directly or indirectly through any other party induce, solicit or attempt to solicit any of the C2L BIZ’s employees/consultants/vendors or offer employment without the prior agreement, to join its services. b) The rights and remedies of the Parties provided in this Agreement shall not be exclusive and are in addition to any other rights and remedies available at law or in equity. c) The Parties agree that, in the performance of this Agreement they are and shall be independent contractors. Nothing herein shall be construed to constitute either party as the agent of the other party for any purpose whatsoever, and neither party shall bind or attempt to bind the other party to any contract or the performance of any obligation or represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf. d) For the avoidance of doubt, the rights and obligations of Company hereunder shall survive any assignment and/or change of control of C2L BIZ. The Company shall not assign its rights under this Agreement to any third party, including its subsidiaries and affiliates, without the prior written consent of the C2L BIZ. e) If any provision of this Agreement is held invalid by any law, rule, order, or regulation of any government or by the final determination of any court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions and such provisions shall be interpreted so as to best accomplish the objectives of such invalid provisions within the limits of applicable law or applicable court decision f) No waiver, alteration or modification of any of the provisions of this Agreement shall be binding unless made in writing and signed by each of the Parties hereto. g) If either party fails to enforce any term of this Agreement or fails to exercise any remedy, such failure to enforce or exercise on that occasion shall not prevent enforcement or exercise on any other occasion. This Agreement along with the Schedules herein, constitutes the complete and exclusive statement of the agreement between the Parties, and supersedes all prior agreements, proposals, negotiations and communications between the Parties, both oral and written, regarding the subject matter hereof. h) This Agreement may be executed in two or more counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. In witness whereof the Parties have signed this agreement in duplicate, each copy being original for the party retaining the same on this_______ day of ____________ For C2L BIZ SOLUTIONS PRIVATE LIMITED For ____________________________________________ ______________________________________________ ____________________________________________ Signed, and Delivered by Signed, and Delivered by Authorized Signatory Authorized Signatory Witnesses Witnesses 1. 1. 2. 2. ANNEXURE A: PART A : DESCRIPTION OF SOFTWARE • E.g. Symbiosys DMS • SymbioSys Sales Tool/ • SymbioSys New Business/ • MicroSys • etc PART B: DESCRIPTION OF SERVICES- DETAILS OF CONFIGURATION / CUSTOMIZATION SERVICES AS MUTUALLY AGREED AMONG PARTIES LIST OF DELIVERABLES Following will be the deliverables on completion of Set Up i. User Guide ii. Deployment Guide iii. Batch Manual iv. CUSTOMIZATION OF SOFTWARE If any , as mutually Agreed TIMELINE / IMPLEMENTATION SCHEDULE AGREED   ANNEXURE B : SUPPORT - as per Clause 2(c)- ANNEXURE C- PAYMENT TERMS AND CONDITIONS FEES EXCLUSIONS ( If Any):