CONSIDERATION

1.
CONSIDERATION
As consideration for the usage of PARTNER Software & services on a

Subscription model, provided by PARTNER pursuant to this Agreement,
Client shall pay to PARTNER the amounts set forth in Exhibit B attached
hereto. Except as otherwise set forth in this Agreement, each Party shall
be solely responsible for any and all third-party payments and charges it
incurs in connection with this Agreement. Client shall be liable to pay all
the Taxes and duties of whatever nature, however levied, as may be
applicable for the license and services provided under this Agreement.
For the amounts payable by Client to PARTNER under this Agreement,

PARTNER shall invoice Client for such amounts and Client shall pay the
amount as per the payment terms set forth in Exhibit B attached hereto.
2. OWNERSHIP & PROPRIETARY RIGHTS
Client hereby acknowledges that the Software provided by PARTNER is the

sole property of PARTNER and that usage by Client is on a Subscription
Model for the period of contract. Any customizations and modifications
that PARTNER makes in the Software under this Agreement shall be the
sole property of PARTNER including any customization that PARTNER
makes based on the requirements or inputs of the Client. This Agreement
shall not be construed in any manner as transferring any rights of
ownership or license on the Software or any part thereof except as
specifically stated herein. All other rights over the Software are reserved
by PARTNER.
Client recognizes that PARTNER regards the Software as its proprietary

information and as confidential trade secrets of great value. Client
recognizes and acknowledges that PARTNER has the exclusive ownership
of the Intellectual Property and Copy rights of the Software, products,
programs, codes and other product architecture supplied to Client.
All data and information of Client processed, stored, or transmitted by

PARTNER using the Software belongs to Client. PARTNER does not acquire
implicit access rights to the information or rights to redistribute the
information.
3. TERM
The term of this Agreement shall commence from the date of execution of
this Agreement and shall continue unless and until terminated pursuant to
Clause - 6 hereof.
4. TERMINATION
Client acknowledges that the tenure of this agreement is 36 months

Thereafter this Agreement shall automatically renew for additional twelve
(12) months’ period unless a Party provides written notice to the other
Party of intent not to renew at least six (6) months prior to the end of the
then-current Term (the initial term and any renewal term shall collectively
constitute the “Term”).
Any Party may terminate this Agreement for cause prior to the completion of the
Term. If a Party fails to perform any material obligation or otherwise breaches
any material provision of this Agreement, the non-breaching Party may provide
written notice thereof, specifying in detail the nature of the breach and indicating
its intent to terminate if such breach is not cured. A Party in breach of this
Agreement shall have sixty (60) days from receipt of such notice to remedy such
breach. If the breach is not cured within sixty (60) days, the non-breaching Party
may elect to terminate this Agreement immediately by written notice to the
breaching Party.
A Party may terminate this Agreement immediately if the other Party files a
petition of bankruptcy, or is adjudicated bankrupt, or takes advantage of the
insolvency law in any state or country, or makes an assignment for the benefit of
creditors, or a receiver, trustee or other court officer is appointed for its property.
This Agreement can only be terminated without cause by mutual written

agreement of the Parties.
Upon the termination of this Agreement and on receipt of full and final
payment from Client, PARTNER shall, within a reasonable time period,
provide the final extract of the data to Client, without charge, in standard
data format. Further, PARTNER shall certify to Client the destruction of the
Data within the possession or control of PARTNER, but such destruction
shall occur only after the Data has been returned to Client and on
confirmation of the receipt of such data by Client. Client will immediately
discontinue the use of the Software.
PARTNER agrees to provide to Client, termination assistance as per terms

mutually agreed by the Parties. The services will include Data migration
support. Efforts shall be charged as per the rates agreed to by the parties
This Section shall survive the termination of this Agreement.

CONSIDERATION

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1.

As consideration for the usage of PARTNER Software & services on a

For the amounts payable by Client to PARTNER under this Agreement,

2. OWNERSHIP & PROPRIETARY RIGHTS

Client hereby acknowledges that the Software provided by PARTNER is the

Client recognizes that PARTNER regards the Software as its proprietary

All data and information of Client processed, stored, or transmitted by

Client acknowledges that the tenure of this agreement is 36 months

This Agreement can only be terminated without cause by mutual written

PARTNER agrees to provide to Client, termination assistance as per terms

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