Software Licence Agreement

Updated atMarch 2010

Software Licence Agreement

This agreement is made the 28th day of May 2004 by and between Bilt In Computers Limited (A Company incorporated under Companies Act 1956 (India) and having its administrative office at 54 Mahakali Caves Road Andheri, Mumbai 400 017 (herein after called "the licensor", the expression unless repugnant to the context or specifically exempted shall include its successors and permitted assigns) of the first part and Fragile Foundation, a Society registered under the Societies Registration Act (Act XXI of 1860) having its administrative office at Bungalow No. 1, Vishwasamriddhi Complex, Ashram Road, Mumbai 400 009 (herein after called "the licensee", the expression unless repugnant to the context or specifically exempted shall include its successors and permitted assigns) of the second part.

The licensor and the licensee are together called the parties.

Whereas the licensor has agreed to deliver to the licensee and install on the licensee''s computer certain computer programs and to grant the licensee a non-exclusive to use such programs and their associated documentation upon the terms and conditions hereinafter contained.

Therefore it is hereby agreed as follows:

  1. Definitions

    In this Agreement, unless the context otherwise requires, the following words shall have the following meanings:

  2. ''The Licence'' shall mean the licence granted by the licensor in accordance with provisions of Clause 7.

  3. ''The Equipment'' shall mean the licensee''s computer for which the Licence is granted, specified by type and serial number in the Schedule and using the "XXXX" operating system.

  4. ''The Licensed Programs'' shall mean the computer programs of the licensor specified in the Schedule.

  5. ''The Program Documentations'' shall mean the operating manuals, user instructions, technical literature and all other related materials which is readable by the human eye supplied to the for helping the use of the Licensed Programs.

  6. ''The Media'' shall mean the media on which the Licensed Programs and the Program Documentation are printed or recorded as supplied to the licensee by the licensor.

  7. ''Use the Licensed Programs'' shall mean to install the Licensed Programs into and store and run them on the Equipment in accordance with the terms of this Agreement.

  8. ''The Licence Fee'' shall mean the fee for the licence and the services to be provided under this Agreement as specified in the Schedule.

  9. ''The Delivery Date'' shall mean the delivery date mentioned as per the Schedule or such extended date as may be granted in accordance with provisions of Clause 21.

  10. ''The Location'' shall mean the licensee''s computer room where the Equipment is kept as specified in the Schedule.

  11. ''The Acceptance Date'' shall mean the date on which the Licensed Programs are accepted or deemed to be accepted by the licensee in accordance with the provisions of Clause 5.

  12. Products and services to be provided

    The licensor hereby agrees to:

    (i) grant to the licensee a non-exclusive licence to use the licensed program materials;

    (ii) provide the licensed programs to the licensee and load them on the Equipment;

    (iii) hand over training and operating manuals to the licensee;

    (iv) provide the other services herein after described; as per the terms and conditions hereinafter contained.

  13. Payment

    (i) The Licence Fee shall be paid by the licensee on the Acceptance Date.

    (ii) Licence Fee and other charges payable under this Agreement are exclusive of taxes which shall be paid by the licensee at the rate and in the manner for the time being prescribed by laws of the Republic of India.

    (iii) Any amount payable by the licensee hereunder in addition to the Licence Fee shall be paid within 45 days after the receipt by the licensee of the licensor''s invoice regarding that amount.

    (iv) If the licensee defaults in making any payment under this Agreement, upon the expiry of 7 days from the date on which payment becomes due, the licensor may charge interest on such sum on a day to day basis from the date or last date for payment thereof to the date of actual payment (both dates inclusive) at the rate of...... per cent from time to time in force compounded half yearly. The licensee shall pay such interest on demand from the licensor. This is without prejudice to the licensor''s other rights and remedies.

  14. Delivery and installation

    Once the delivery date is due the licensor shall deliver the Licensed Programs to the licensee and load the same on the Equipment at the Location. The Licensed Programs shall contain one copy of the object code of the Licensed Programs in machine-readable form only, on the storage media mentioned in the Schedule.

  15. Testing and acceptance

    (i) After the Licensed Programs are loaded, the licensee shall provide the licensor the requisite test data which is appropriate to test the efficiency of the Licensed Programs along with the results expected to be attained by processing such test data using Licensed Programs. Upon receiving such data along with the expected results the licensor shall process such data, in the presence of the licensee or its authorised agent, on the Equipment using the Licensed Programs by way of acceptance test within 10 days after such receipt at a time mutually convenient to the parties.

    (ii) The licensee shall accept the Licensed Programs forthwith after the licensor has proved that the Licensed Programs have correctly processed the test data by attaining the expected results. The licensee shall if required by the licensor, sign an acceptance certificate in the form annexed hereto acknowledging such acceptance.

    (iii) In case the licensee fails to provide any test data as aforesaid or fails to attend the acceptance tests within the said period of 10 days then the licensee shall be deemed to have accepted the Licensed Programs.

  16. Warranty

    1. (a) The licensor warrants that the Licensed Programs shall after acceptance by the licensee provide the facilities and functions set out in the Specification when properly used on the Equipment. The Program Documentation shall provide adequate information and instruction to enable the licensee make appropriate use of such facilities and functions.

      (b) Upon the licensor receiving any written notice from the licensee after the Acceptance Date of any breach of the said warranty then the licensor shall at its own expense and within a reasonable time after receiving such notice remedy the defect or error in question. However the licensor shall have no liability or obligations...

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