"Confidential Information" shall mean any information relating to or disclosed in the course of the Agreement, which is or should be reasonably understood to be confidential or proprietary to the disclosing party. "Confidential Information" shall not include information (a) that are shown by documentary evidence to have been lawfully within LICENSEE's possession prior to the EFFECTIVE DATE and not under a duty of non-disclosure; (b) that are voluntarily disclosed to LICENSEE by a third party which did not breach any obligation not to reveal any such data, information or techniques in so disclosing; (c) that are developed by the LICENSEE independently of the disclosure; (d) that are generally known or revealed to the public other than by breach of the confidentiality obligations of the LICENSEE of a third party.

"DELIVERY DATE" shall mean the date that the LICENSOR delivers the LICENSED SOFTWARE to the LICENSEE, either through physical  delivery and if delivery is through mail, the date on which the Licensor ships the Licensed Software by courier or registered mail, with acknowledgment due to the Licensee to its designated address.

"Documentation" shall mean the user manual(s), system documentation and any other materials supplied by LICENSOR for use with the LICENSED SOFTWARE.

"LICENSEE FEE" shall mean the fee for licensing the LICENSED SOFTWARE specified in the attached Schedule to the Agreement.

LICENSOR" shall refer to MEDIA LOGIC SOLUTIONS PRIVATE LIMITED, a company having its Office at No: 353, Avvai Shanmugam Salai, Gopalapuram, Chennai-600 086, INDIA.

LICENSOR hereby grants to the LICENSEE, and the LICENSEE hereby accepts, a permanent non-exclusive and non-transferable license to use the LICENSED SOFTWARE at the Licensee's premises specified in Schedule 2.1 ("Authorised Location") for LICENSEE's internal business purposes only subject to the terms and conditions of this Agreement. LICENSEE may make only one copy of the LICENSED SOFTWARE for back up or archival purposes. Such use shall not include remote network access of the LICENSED SOFTWARE. LICENSEE's use of the LICENSED SOFTWARE shall be in accordance with the terms described herein and any accompanying user documentation and system documentation ("Documentation"). Except as expressly granted in this Section, no other licenses to patents, copyright, trade marks, trade secrets or other intellectual property or proprietary rights are granted by implication, estoppel, exhaustion or any other theory. Under no circumstances will the LICENSE granted hereunder be construed as granting by implication, estoppel or otherwise, a license to any licensor technology other than the LICENSOR SOFTWARE and the Documentation as expressly defined herein.

The license granted by this agreement authorizes use of this LICENSED SOFTWARE by only by a Single User who is either an employee or an independent contractor who has signed an appropriate non-disclosure agreement with the LICENSEE ("Authorized User").

The license granted by this Agreement authorizes use of the LICENSED SOFTWARE on hardware which has the minimum system specifications set out in Schedule 2.3.

LICENSEE shall maintain adequate records of usage of the LICENSED SOFTWARE by the Authorized Users to assure compliance with the limitations of this license. Such Records shall be available to the LICENSOR for inspection upon request during business hours upon reasonable notice.

LICENSEE shall not re-package the LICENSED SOFTWARE or any of its components with any other software/hardware thereby creating any new software/hardware solution.

This agreement shall apply to the modules of the LICENSED SOFTWARE that the LICENSEE is currently licensing from the LICENSOR and more fully described in Schedule I hereto or shall license in the future. Any additional modules that the LICENSEE desires to license to the LICENSOR shall be mutually agreed upon by the parties in writing and annexed to Schedule I and the list of additional modules so annexed shall be deemed to be part and parcel of this Agreement and shall be subject to the terms hereof. The license fee payable in respect of such additional modules that may be licensed to the LICENSOR shall be fixed by the LICENSOR from time to time.

Unless the Parties agree to otherwise in a separate maintenance agreement, LICENSEE expressly acknowledges and agrees that LICENSOR is not obligated to maintain the LICENSED SOFTWARE or to provide LICENSEE with any new releases of or updates to the LICENSED SOFTWARE. To the extent the Parties have executed a separate maintenance agreement, any all error corrections, new releases and updates provided by LICENSOR to LICENSEE under such maintenance agreement shall, upon delivery, be deemed to be part of the LICENSED SOFTWARE for all purposes of this License Agreement.

The LICENSED SOFTWARE may be delivered to the LICENSEE's premises agreed upon between the LICENSOR and the LICENSEE. The risk of transit until the LICENSED SOFTWARE is delivered to the LICENSEE's premises as set out above shall be with the LICENSOR. Thereafter, any further transit after taking delivery of the LICENSED SOFTWARE by the LICENSEE as above would be at the risk of the LICENSEE.

Installation of the LICENSED SOFTWARE shall be the LICENSEE's responsibility. LICENSEE shall follow the installation procedures contained in the documentation strictly and shall ensure the system requirements necessary for such installation. LICENSEE shall be responsible for the installation of the LICENSED SOFTWARE within thirty (30) days of receipt of the LICENSED SOFTWARE.

The software will be deemed accepted when the software has been installed and performs substantially in accordance with the Documentation or if the LICENSEE does not reject the LICENSED SOFTWARE within 30 days of the DELIVERY DATE whichever is earlier.

The LICENSED SOFTWARE may be delivered to the LICENSEE's premises agreed upon between the LICENSOR and the LICENSEE. The risk of transit until the LICENSED SOFTWARE is delivered to the LICENSEE's premises as set out above shall be with the LICENSOR. Thereafter, any further transit after taking delivery of the LICENSED SOFTWARE by the LICENSEE as above would be at the risk of the LICENSEE.

In addition thereto, the LICENSEE shall pay any taxes, charges or assessments excluding taxes imposed on the net income of the LICENSOR, imposed during the term of this Agreement by any foreign or domestic national, state, provincial or local government bodies, or sub divisions thereof relating to the provision of the LICENSED SOFTWARE to the LICENSEE (collectively, "taxes"). If the LICENSEE is required by law to withhold any such taxes directly from the amounts due to the LICENSOR, then LICENSEE shall increase the amounts due to the LICENSOR so that the amounts actually received by the LICENSOR after the deduction or withholding of any taxes will equal 100% of the charges originally owed.

LICENSEE acknowledges that it obtains no ownership rights in the software under the terms of the Agreement. All rights in the Software including but not limited to Confidential Information, trade secrets, trade marks, service marks, patents, and copyrights are, shall be, and will remain the property of the LICENSOR. All copies of the LICENSED SOFTWARE delivered to the LICENSEE remain the property of the LICENSOR.

LICENSEE acknowledges that any customization or development done by the LICENSOR to the LICENSED SOFTWARE at the instance of or to meet the requirements of the LICENSOR shall be the absolute property of the LICENSOR and the LICENSEE shall have no right, title or interest whatsoever in respect of such customization or development. The LICENSEE agrees to execute any document or agreement necessary to more fully perfect the title of the LICENSOR in respect of such portion of the LICENSED SOFTWARE customized or developed for the LICENSEE. The LICENSEE acknowledges that the LICENSOR is fully entitled to use such software as part of its LICENSED SOFTWARE in the license or distribution of the same to third parties.

Licensee acknowledges that the LICENSED Software and Documentation contain proprietary and confidential information of the LICENSOR. Licensee agrees to keep the LICENSED Software and Documentation in confidence and to take all reasonable precautions to ensure that no unauthorized persons have access to the LICENSED SOFTWARE and Documentation, and that no unauthorized copies are made. Breach of this provision shall be grounds for immediate termination of this Agreement without further obligation to LICENSEE, at the LICENSOR's option. LICENSEE is liable for all acts or omissions of its officers, directors, employees, independent contractors and its other agents as if LICENSEE had performed such act or made omission itself. For the purpose of determining compliance with this Agreement, the LICENSOR and its representatives shall have access to the places where the LICENSED SOFTWARE and Documentation are located and used and shall have the right to observe the use made of the LICENSED SOFTWARE and the Documentation and to examine all instruments used in connection therewith.

LICENSEE shall not alter any proprietary markings on the LICENSED SOFTWARE, including copyright, trademark, trade secret, and patent legends.

LICENSEE shall not itself nor cause or permit others to decompile, disassemble, or reverse engineer, de-code or otherwise attempt to derive any assembly or higher level programming language, i.e. source code or derive the proprietary logic, design or structure that is embodied in the object code of the LICENSED SOFTWARE.

LICENSEE acknowledges that, because of the nature of the Confidential Information, the LICENSOR would suffer irreparable harm in the event of a material breach of the provisions of this Agreement, and that monetary damages would be inadequate to compensate the LICENSOR for such a breach. Notwithstanding any other provision herein, LICENSEE agrees that, in the event of a material breach or threatened material breach by the LICENSEE of any such provisions. LICENSOR shall be entitled to, in addition to such other legal and equitable remedies which might be available, injunctive relief in any court of competent jurisdiction against the threatened material breach or continuation of any such material breach without showing or proving any actual damage sustained by the LICENSOR. If the LICENSOR prevails in any action brought to enjoin a material breach or a threatened breach of this Agreement, it shall be entitled to reasonable attorney's fees and costs in relation to such legal proceedings.

LICENSEE is responsible for performing periodic backups of the data on the computer system on which the LICENSED SOFTWARE is being used so that the likelihood of data loss is minimized. LICENSEE shall be solely responsible for back up software and hardware. LICENSEE shall be responsible for keeping its computer system free of viruses.

LICENSOR AND ANY OTHER THIRD PARTY FROM WHOM LICENSOR HAS LICENSED SOFTWARE, OR OUTSOURCED HARDWARE OR TECHNOLOGY DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE LICENSED SOFTWARE AND THE ACCOMPANYING DOCUMENTATION. LICENSOR AND ANY THIRD PARTY FROM WHOM LICENSOR HAS LICENSED SOFTWARE, OR OUTSOURCED HARDWARE OR TECHNOLOGY WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL DAMAGES OR LOSSES INCLUDING LOST PROFITS, LOST OPPORTUNITIES, INABILITY TO TRADE OR BUSINESS INTERRUPTION OR LOSSES FROM PROBLEMS WITH THE LICENSED SOFTWARE, DOCUMENTATION OR LICENSEE'S SYSTEM, INCREASED EXPENSES OF OPERATION OR DAMAGES INCURRED BECAUSE OF ANY FAILURE TO MEET ANY DUTY INCLUDING BUT NOT LIMITED TO ANY DUTY OF GOOD FAITH, LACK OF NEGLIGENCE OR OF WORKMANLIKE EFFORT OR ANY OTHER DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE OR DOCUMENTATION, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS UNDER ANY CIRCUMSTANCES.

EXCLUSIVE REMEDY: LICENSEE's EXCLUSIVE REMEDY AGAINST THE LICENSOR FOR BREACH OF THIS AGREEMENT OR CAUSE OF ACTION OF ANY NATURE (INCLUDING WITHOUT LIMITATION, TORT) RELATING TO OR ARISING FROM THIS AGREEMENT, THE LICENSED SOFTWARE OR DOCUMENATATION INVOLVING THE LICENSOR OR ANY OF ITS AFFILIATES OR AGENTS SHALL BE, AT THE LICENSOR'S OPTION BE (A) CORRECTION OF ANY ERROR OR DEFECT IN THE LICENSED SOFTWARE AS TO WHICH THE LICENSEE HAS GIVEN NOTICE (B) REPLACEMENT OF THE LICENSED SOFTWARE OR DOCUMENTATION INVOLVED (C) REFUND OF PROPORTIONATE LICENSE FEES AS MAY BE DETERMINED BY THE LICENSOR. UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY OF THE LICENSOR EXCEED THE LICENSE FEE RECEIVED IN RESPECT OF THE LICENSED SOFTWARE.

Any Warranty under this Agreement shall not apply in respect of damage to LICENSED SOFTWARE or the accompanying hardware caused due to mishandling of equipment, improper handling, electricity problem or any burn marks on the products.

If any problem operational failure or error of the LICENSED SOFTWARE has resulted from any alteration of the program, accident, abuse or misapplication, then this warranty shall be null and void, at the LICENSOR's option.

LICENSEE may not transfer the storage or operation of the software to a location other than the Authorized location except that the LICENSEE may move the LICENSED SOFTWARE to a new location with prior approval of the LICENSOR.

In case of any transfer of the LICENSED SOFTWARE permitted under this agreement, shipment of the LICENSED SOFTWARE to the new location shall be at LICENSEE's sole expense, risk and control, and the LICENSEE shall be solely responsible for the protection of the LICENSED SOFTWARE during transport.

Upon termination of this agreement, the LICENSEE's license to use the LICENSED SOFTWARE shall terminate, and the LICENSEE shall immediately turn over to the LICENSOR all copies of the LICENSED SOFTWARE and Documentation, and any other confidential information relating to the LICENSED SOFTWARE and Documentation and shall remove and erase completely any copies of the LICENSED SOFTWARE installed or recorded on any hard disc or other storage medium. LICENSEE shall promptly certify to the LICENSOR in writing that it has complied with this requirement.

Upon termination of this agreement, LICENSEE shall pay to the LICENSOR all fees due through the effective date of such termination. Unless otherwise specified herein or otherwise agreed in writing, all fees collected or accrued prior to the date of termination shall be retained by the LICENSOR without any pro rata refund to the Licensee.

The termination of this agreement shall not extinguish any rights or obligations of the parties relating to protection of Confidential Information.

Shipping costs and risk of loss: All costs relating to the shipment of the LICENSED SOFTWARE and the Documentation, including freight and insurance costs shall be borne by the LICENSOR. When delivery is made to the LICENSEE's official Location, further transit risk after first delivery lies with the LICENSEE. Upon delivery and installation of the LICENSED SOFTWARE and the Documentation, LICENSEE shall assume risk of loss and damage to the LICENSED SOFTWARE and the Documentation, and shall at its sole cost and expense replace any lost or damaged portion thereof.

LICENSEE warrants that it has obtained lawful permission to use all hardware and software required in order for the LICENSED SOFTWARE to be used on the LICENSEE's Computer system.

MODIFICATON, This Agreement may not be modified or amended except by writing which is signed by authorized representatives of each of the parties.

No Waiver. The failure of either party to exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other terms of this Agreement.

Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that the performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of Government, or any other cause beyond the control of such party, provided that such party gives the other party written notice thereof promptly.

ARBITRATION. Any dispute relating to the terms interpretation, or performance of this Agreement shall be resolved through binding Arbitration. The LICENSOR shall be entitled to nominate an arbitrator to adjudicate upon the disputes between the parties. The Arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modifications or re-enactments thereof. The venue of such arbitration shall be Chennai, India.

Costs and Legal Fees. In any legal action or arbitration proceeding brought by LICENSOR on account of LICENSEE's breach, the latter shall be liable for all of LICENSOR's litigation expenses including arbitration expenses and legal fees.

Exclusive Jurisdiction and Venue. Any cause or action arising out of or related to this Agreement, including an action to confirm or challenge or confirm an Arbitration Award, may only may be brought exclusively before the courts at Chennai the parties hereby submit to the jurisdiction and venue of such courts.