Service Level Agreement

Dear Sneha,

I hope the following draft might be of any use to you.

Software Package Sale Agreement.

THIS AGREEMENT FOR OUTRIGHT SALE OF SALES AND COLLECTION SOFTWARE is made and executed on this   th day of May 2010

BETWEEN:

(1)                        (M/s South Extension Software Kingdom)  a Proprietor ship Concern having its office at (address) through its Sole Proprietor Mr. ____________  and the same hereinafter referred to ('the Software Seller'); and

(2)                        ________________________(herein after referred to as “the Company”) whose [Registered Office] is at (address)     through its Authorized Representative

                                RECITALS

(A)                       WHEREAS The Software Seller has represented that it has on his own has developed and owns exclusively a Computer Software Package for the streamlined processing of Sales, Collection and billing information (hereinafter referred to as “the package”) to be purchased by the Company for the purposes of ___________ its day to day operational requirements regarding the Sales, Collection and Billing Process on outright Sale Basis along with one year post Implementation, on site training, AMC support and project implementation support functions.

(B)                       AND WHEREAS The Software Seller has represented and with these covenants agreed to deliver to the Company and install on the Company's network the above computer package and to grant to the Company an absolute right in perpetuity  to own use this package henceforth.

NOW IT IS AGREED amongst the parties as follows:

1.                  The Software Seller herewith grants to the Company on a non-exclusive basis right to upload, use package in conjunction with the Equipment subject to the terms and conditions contained in this Agreement.

2.                  The Company shall Use the package for processing its own data for its own internal business purposes only and will not outsource, share or sell to the third party.

3.                  The Company shall be any prior written or oral consent of the Software Package Seller to Use the Licensed Program Materials on Pan India basis without any restriction or bar.

4.                  This sale for the package shall not be deemed to extend to any other programs or materials of the Software Seller unless specifically agreed to in writing by the Software Seller.

2.      Sale Consideration.

a. The parties to this Package Sale Agreement have deliberated, negotiated and have mutually settled a full and final sale consideration amount of Rs. 12,00,000/- (Rupees Twelve Lacs which stands paid vide the cheque dated ________ bearing No. ___________ drawn at ___________ by the the Company.

b.  The other charges payable under this Agreement are exclusive of any applicable VAT and other sales tax which shall be payable by the Company at the rate and in the manner prescribed by law against submission by the Software Seller of a valid tax invoice.

c.  Any additional charges including but not limited to Annual Maintenance Contract Charges due and payable arising out of its obligation under this Agreement shall be paid within [30] days after receipt by the Company of the Software Seller's invoice for such charges.

4.     Delivery and installation

            A The Software Package Seller has agreed to deliver the same to the Company and install on the I T Equipment of the Company  at any or all of its offices Site offices Locations on or before _____________. This Software Package Programme so delivered shall consist of one copy of the object code of the Licensed Programs in machine-readable form only, on the Media.

5.  Risk

                Risk if any in the Software Package Media shall pass to the Company on delivery. If any part of the Software Package Media shall thereafter be lost, destroyed or damaged the Software Package Seller shall promptly replace the same (embodying the relevant part of the Sold Software Package Program) subject to the Company paying the nominal cost of such replacement.

           6. Testing and acceptance

                The Software Seller shall notify the Company when installation is complete. The Company shall supply to the Software Seller immediately after installation of the Software Package Programs, test data which in the reasonable opinion of the parties is suitable to test whether the Software Package Program is in accordance with the Specification, together with the results expected to be achieved by processing such test data.             Thereafter Company shall accept the Software Package Program immediately after the Software Seller has demonstrated that the have correctly processed the test data by achieving the expected results.   The Software Package Program Seller herewith represents and covenants that it will do everything necessary to run its programme to overcome any operational or technical hitch to the satisfaction of the Company as and when required.

5.     Security and control

                The Company shall at all time shall endevour to maintain adequate security measures to safeguard the Software Package Program Materials from access or use by any unauthorised person; and all copies thereof under Company's effective control.

                6.  Intellectual Property Rights /Proprietory Rights :           The Software Seller herewith  agrees and covenants that it shall defend at its own expense any claim brought against the Company alleging that the Use of the Software Package Program in accordance with this Agreement infringement and the Software Seller shall pay all costs and damages awarded or agreed to in settlement of an Intellectual Property Claim provided that the Company: furnishes the Software Seller with prompt written notice of the Intellectual Property Claim [and makes no comment or admission that may adversely affect the Software Seller's ability to defend or settle an Intellectual Property Claim

7.      Warranties  : The Software Seller warrants that for [180 ] days following the Acceptance Date: the Software Package Program will [substantially] provide the facilities and functions set out in the Specification when properly used on the Equipment/systems; enabling the Company to make proper use of such facilities and functions; The Software Seller warrants that in providing its obligations under this Software Package Sale Agreement it will attain standards of care and skill as high as any currently available in the software industry and that all personnel will have qualifications and experience appropriate for the tasks to which they are allocated. The Software Seller shall ensure that it and its servants, agents and subcontractors take all reasonable precautions to ensure that no known viruses for which detection and antidote software is generally available are coded or introduced into the Licensed Programs. If the Software Package Seller receives written notice from the Company after the Acceptance Date of any breach of the said warranties then the Software Seller shall at its own expense and within 15 days after receiving such notice remedy the defect or error in question.

8.      Confidential information

            Except as expressly provided, the parties to this Software Package Sale Agreement herewith undertakes to treat as confidential and keep secret all information of the other party ('the Disclosing Party') marked 'confidential' or which may reasonably be supposed to be confidential that is disclosed by the Disclosing Party to the Receiving Party during the negotiations or the performance of this Agreement ('the Information'). If the Disclosing Party is the Software Seller the Information includes, without limitation, information contained or embodied in the Software Package Program Materials and the Specification. The Receiving Party shall protect the Information with the same degree of care as it employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices, provided that, this clause shall not extend to any Information which was rightfully in the possession of the Receiving Party prior to the commencement of the negotiations leading to this Agreement or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause). The Receiving Party shall not without the prior written consent of the Disclosing Party disclose any part of the Information to any person except: to its own employees who need to know the same;  to its auditors, a court of competent jurisdiction, a governmental body or applicable regulatory authority and any other persons or bodies having a right duty or obligation to know the business of the Receiving Party and then only in pursuance of such right duty or obligation.

9.  ANNUAL MAINTENANCE SERVICES : The Software Package Seller herewith agrees and covenants that it will undertake an all inclusive comprehensive Annual Maintenance in relation to the Software Package against the consideration of Rs. _____________ /- for one year which could be extended further provided the Company is satisfied for the same.

10.  Nature of relationship

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary or other relationship between the parties other than the buyer seller relationship expressly provided for in this Agreement.

11.  Amendments

This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each party.

12.  Announcements

     Neither party shall issue or make any public announcement or disclose any information regarding this Agreement unless prior written consent has been obtained from the other party.

13.      Assignment

This Agreement is personal to the parties and as otherwise expressly provided, neither this Software Package Sale Agreement confers any rights, licences or obligations under it, may be assigned or transferred by either party without the prior written approval of the other party.  Notwithstanding the foregoing, either party may assign its rights and licences and transfer its obligations under this Agreement to any acquirer of all or of substantially all of such party's equity securities, assets or business relating to the subject matter of this Agreement or to any entity controlled by, that controls, or is under common control with a party to this Agreement.

14.  Entire agreement

                This Software Package Sale Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to its subject matter [provided that the obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict with this Agreement]. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

15.  Force majeure

                Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. If such circumstances continue for a continuous period of more than [6 months], the non-affected party may terminate this Agreement by written notice to the other party.

16  Notices

                        All notices under this Agreement shall be in writing and must be in English. Notices shall be deemed to have been duly given:

   when delivered, if delivered by post/ courier or other (including               registered mail) during normal business hours of the recipient; notified to the other party.

17. Severance

                If any provision of this Agreement is or becomes prohibited by law or is judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the remainder of this Agreement.

18.  Successors and assignees

            This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assignees, and references to a party in this Agreement shall include its successors and permitted assignees.  In this Agreement references to a party include references to a person:  who for the time being is entitled (by assignment, novation or otherwise) to that party's rights under this Agreement (or any interest in those rights); or  who, as administrator, liquidator or otherwise, is entitled to exercise those rights, and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that party. For this purpose, references to a party's rights under this Agreement include any similar rights to which another person becomes entitled as a result of a novation of this Agreement.

19.  Waiver

                Unless a party expressly waives its rights in writing, no delay, neglect or forbearance by either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

20.  Time of the essence

                Time shall be of the essence in this Agreement as regards any time, date or period mentioned in this Agreement or subsequently substituted as a time, date or period by agreement in writing between the parties.

21. Jurisdiction

            The parties agree that the place of performance of this Software Package Sale Agreement is various locals on Pan India basis. This Agreement and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with Indian laws notwithstanding the conflict of law provisions and other mandatory legal provisions.  Further the Courts at New Delhi shall have exclusive jurisdiction to entertain and adjudicate upon any dispute amongst the parties.

             22.  DISPUTE RESOLUTION MECHANISM:

                If the parties cannot resolve the dispute by the procedure set out above, then in that eventuality the dispute shall be resolved through Arbitration proceedings as enumerated under Arbitration and Conciliation Act, 1996 the venue/place of Arbitration proceedings shall only be in New Delhi.

             23.  Compliance with relevant law

                Both parties will comply with all applicable laws, rules and regulations in respect of all activities conducted under this Agreement.]

24.     Registration : If in case this Software Package Sale Agreement is sought to be registered the Registration Charges shall exclusively be borne by the Software Package Seller alone.

25.     Indemnity Clause :  The Software Package Seller herewith agrees and covenants that it will keep indemnified the Company its assigns, officers, authorized person from all losses arising out of the terms and covenants of this Agreement on receipt of demand in this regard without any failure or demur.

IN WITNESS WHEREOF the parties hereto have signed this deed on the day and year first written above.

Witnesses:

1. ……………….                                                                        (Sd.)………………

                                                                                                (Software Package Seller)

2……………………                                                                    (Sd.)………………

                                                                                                            (Company)

 Best Regards

Daksh

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