Prologic First Sample Software License Agreement

Terms of Software  Licence Contract

PRODUCTS

Except as explicitly mentioned, all software products are offered as per their standard

Unless explicitly mentioned, no customization is offered under this

All software will be delivered in computer readable “object” code with on-line electronic manuals or printed guides as is standard for the

One or all software may be protected by the use of software or hardware locking

The Software is supplied by the Vendor for use by the Client up to the Warranty period specified later in this Contract. Thereafter, the License must be renewed annually by paying in advance the prevailing fee. This Fee is included under and a part of the Annual Maintenance Contract that is applicable after expiry of the Warranty

PRICES

All prices are quoted in the currency as indicated on the first page of this Contract and must be paid for in the same

Prices are net of any applicable taxes, duties and levies in or on account of Client’s country or location, either currently or post-facto. Such taxes, duties and levies will be payable extra by the

Hardware, data networking, web hosting, system software and environmental requirements to use the software are excluded and must be procured separately by the

Any 3^rd party fees incurred on account of development of new interfaces including but not limited to testing or certification fees will be charged extra by Vendor and will be paid for by the

The Vendor may, with the consent of the Client, assign appropriately skilled staff from it’s other offices or from it’s affiliates for deployment and commissioning of the proposed software or systems. In such case Client will also provide or reimburse all travel, boarding, lodging, official communication and laundry expenses incurred by Vendor’s personnel while on site to deliver

Services days, if offered, are estimates and will be charged based on actual days of services rendered in case the days exceed the quantity

PAYMENT SCHEDULE

Client will pay the Vendor 50% of the contracted Price plus applicable taxes / duties as non-refundable advance with this

The balance 50% of the Price plus taxes / duties will be payable progressively as each module is

It should be noted that in case any one or more of the contracted software module(s) is/are not commissioned on request from the Client or for reasons beyond the Vendor’s control, full payment will be due within 30 days of commissioning of any of the contracted software modules.

100% of incidental out-of-pocket expenses, if any, including expenses incurred on outstation travel from Vendors Office to the customer site or any other Client approved expenses incidental to implementation of the Software immediately on presentation of Vendor’s invoice.

Payment methodBy Bank Transfer. Transfer instructions to be provided by Vendor prior payment.

DELIVERY

Vendor will deliver the Software Licenses within 4 weeks from the date of this Contract or the date when Advance Payment is made by the Client to the Vendor, whichever is later for all items, except, custom software and 3^rd party interfaces, if

If not already mentioned explicitly in this Contract, the delivery period for custom software will be communicated by the Vendor to the Client within 2 weeks after development specifications are documented by Vendor and approved in writing by

The delivery period for 3^rd party interfaces is 8 weeks from the date that all Technical Specifications are available with the Vendor or 2 weeks after the date physical connectivity is satisfactorily implemented by Client, whichever is later. Where the interface requires prior testing or certification the Delivery Period will stand amended to two weeks after the latter of successful testing or certification as

All other technical Services will be delivered as per mutually acceptable

In the event that the Client wishes to alter agreed schedules that involve Vendor’s personnel traveling to the Client’s site less than 7 days prior the agreed date of travel, Vendor retains the right to invoice a minimum period of 5 days of services as compensation for the re- scheduling.

SERVICES

All services rendered by the Vendor are on a “best effort” basis and as per mutually agreed schedules except customization where the schedules will be determined by the Vendor and except interfaces which are subject to availability of specifications and connectivity with the 3^rd party

The quantity of services contracted for are person-days and will be rendered accordingly. In other words a unit of quantity in the context of services is the services rendered by one of Vendor’s personnel through one working day on

A working day is, usually, 8 hours including a minimum break of one hour. Services may be rendered by Vendor’s personnel for up to 5 days per week except in a case of mutually agreed emergency in which case Vendor may provide Services up to 6 days per

Idle time spent by Vendor’s personnel while on Client’s site will be billable provided the presence of the Vendor’s personnel on site is as per mutually agreed schedule.

WARRANTY

Ninety days from the date the Software or any of it’s parts is commissioned by the Vendor or is used for on- line operations by the

Warranty includes phone-in consultancy, correction of programming errors and periodic upgrades at the discretion of the

For the purpose of remote diagnostics, Client will install and provide Vendor with access to a suitable Internet or data network connected to the computer network over which the software is in

Warranty Services are subject to the Client using the software for the purpose for which it is intended and in the manner in which prescribed by the Vendor. Misuse, whether deliberate or inadvertent, may lead to termination of the Warranty Services and/or extra charges to be paid by the Client for rectification of consequential errors.

On-site warranty or maintenance services are not included in this Contract and must be contracted for separately at the Vendor’s prevailing rates at the time when the services are

The Vendor does not, implicitly or explicitly, Warrant the software for merchantability or suitability nor does the Vendor provide warranty against consequential damages or

In the event that any dispute relating to this Contract leads to the award of a penalty against the Vendor, the Vendor’s liability will not exceed 75% of the payments received by the Vendor from the Client for the specific Software items in dispute. .

POST WARRANTY MAINTENANCE

Client may continue to receive Services offered as Warranty Services after the expiry of the Warranty period by signing the Vendor’s Annual License Renewal and Maintenance Contract and by prepaying Annual Fee as specified on the first page of this Contract in advance.

The annual fee may be revised at the Vendor’s discretion provided that such revision may be applied only at the commencement of each Annual Contract and provided that such revision will not exceed 10% of the last Annual

INTELLECTUAL & PROPERTY RIGHTS

This Contract does not implicitly or explicitly transfer any intellectual or property rights to any of the software under this Contract to the

All intellectual and property rights are and continue to rest with the Vendor except in the event that the Software includes 3^rd party products where the intellectual and property rights will continue to belong to the 3^rd party that owns the

In case some Software under this Contract includes 3^rd party software, the Client may be required to sign additional End User Software License as may be mandated by the 3^rd

The Client will exert all caution and influence to protect the Software against piracy, unauthorized use and misuse.

TERMINATION

This Contract may be terminated by the Client without offering any reason by providing written notice to the

Vendor of such intent 15 days prior the termination becomes effective and by paying to the Vendor for

all products and services delivered up to the effective date of termination and

any contractual and irreversible commitments made by the Vendor to any 3^rd party related to fulfillment of this Contract up to the date intent of termination is communicated to the Vendor by the Client and

any out-of-pocket expenses incurred or liable to be incurred as a consequence of this Contract up to the effective date of

The above specified compensation will be payable by the Client irrespective of the state of implementation of the Software.

This Contract may be terminated by the Client by providing prior written notice if the Vendor fails to deliver Software or Services as per the terms of this Contract. Prior termination Client will provide written notice to the Vendor and 30 days to rectify the lapse. On failure of the Vendor to rectify the error within the 30 days period the Contract will stand terminated and the Client will be entitled to refund of all payments made by the Client to the Vendor except the non-refundable Advance paid as per the Payment Terms in this

This Contract may be terminated by the Vendor by providing prior written notice in the event of non- payment of due amounts by the Client or if it is clearly established that the environment, equipment, working conditions, information or cooperation extended by the Client is not conducive to successful implementation of the software. The Vendor will give to the Client written notice of such intent to terminate 30 days prior the termination becomes effective. In case within this period of 30 days the Client fails to take effective corrective measures, the Contract will stand terminated. In such case of termination, the Client will be liable to pay Vendor compensation for

all products and services delivered up to the effective date of termination and

any contractual and irreversible commitments made by the Vendor to any 3^rd party related to fulfillment of this Contract up to the date intent of termination is communicated to the Vendor by the Client and

any out-of-pocket expenses incurred or liable to be incurred as a consequence of this Contract up to the effective date of termination.
The above specified compensation will be payable by the Client irrespective of the state of implementation of the Software.

The Contract may be terminated by the Vendor by providing 30 days prior written notice without ascribing any reasons whatsoever by refunding to the Client all monies received up to the effective date of termination

FORCE MAJEUREThe Vendor will not be liable to any consequences or penalties in the event the Vendor is unable to comply with the terms of this Contract on account of factors beyond the Vendors control including but not limited to disruptions on account of weather, war, unrest, terrorism, lack of supplies of the Contracted Items, closure of banks, etc.

LEGAL JURISDICTION

This Contract will be governed by the applicable laws of India.

Any disputes arising out of this contract will be resolved through arbitration by a mutually appointed

In the event that arbitration fails to resolve the dispute, legal proceedings may be instituted, but, only in a a Court in New Delhi,

Any claims, damages or awards against this Contract will be limited in value to the total value of this

EXCLUSIONSIf any part of this Contract is untenable by law, the offending part will stand deleted while the rest of the Contract will continue to be valid and in force.