1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Cosec Vyom Services Agreement.

“Company” Shall mean; Matrix Comsec Pvt.Ltd. who is the service provider of the defined services hereunder.

“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

“Customer Data” means electronic data and information submitted by or for Customer to the Services.

“Order Form” means an ordering document or specifying the Services to be provided hereunder that is entered into between Customer and Matrix’s VAD/SI (Partners) or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Services” means Matrix COSEC VYOM for Time Attendance/Access Control/Visitor Management/Cafeteria Management/Contract Worker Management/ Job Process Costing (the “Service(s)”). Company will use commercially reasonable efforts to provide Customer the services described in this agreement. Note: Hence forth, in this document, ‘VAD’ will be referred as ‘Value Added Distributors’ and ‘SI’ will be referred as ‘System Integrator’

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription. Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

1. SERVICES AND SUPPORT:

1.1. Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to provide Customer the Services, in accordance with the Service Level Terms attached hereto as Exhibit A. As part of the registration process, Company Partner (VAD/SI) will identify an administrative Login Details for Customer’s account. The Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2. Subject to the terms hereof, the Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit B.

2.RESTRICTIONS AND RESPONSIBILITIES:

2.1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software or Hardware, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by the Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. With respect to any Software/Service that is provided to Customer for use on Customer premises or devices, the Company hereby grants a non-exclusive, non-transferable, non-sub-licensable license to use such Software during the Term only in connection with the Services.

2.2. Company represents, covenants, and warrants that Customer will use the Services only in compliance with the Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although the Company has no obligation to monitor Customer’s use of the Services, the Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3. Company Partner (VAD/SI) shall be responsible for obtaining and maintaining any equipment installed at Customer site and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment” installed at Customer site). This clause is applicable on only the equipment/ devices procured from company’s authorized Partners (VAD/SIs). Company Partner (VAD/SI) shall also be responsible for maintaining the security of the Equipment installed at Customer site, Customer and Customer Accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

2.4. Support as mentioned in Exhibit B, will be provided to the Customers in their respective duration of Active Services with the Company.

3. CONFIDENTIALITY AND PROPRIETARY RIGHTS:

3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to the Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.

3.2. Company shall own limited right of storing and processing Customer data on our Server, title and interest in and to the Customer Data [as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services]. The Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3. Notwithstanding anything to the contrary, the Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other offerings of the Company, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. PAYMENT OF FEES:

If Customer use of the Services exceeds the Service Capacity, will be chargeable as set forth on the Order Form (per the terms of this Agreement). The Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then- current renewal term, upon thirty (30) days prior notice (which may be sent by email).

5. TERM AND TERMINATION:

5.1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Charges should be payed in full for the Services up to and including the last day on which the Services are provided. Upon any termination, the Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter the Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER:

6.1. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, the Company does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services. Except as expressly set forth in this section, the services and implementation services are provided “as is” and the Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

7. INDEMNITY:

The Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any patent or any copyright or misappropriation of any trade secret, provided the Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; the Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by the Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by the Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by the Company to be infringing, the Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer rights hereunder.

8. NO HACKING:

Customer must not attempt to or succeed in copying, decompiling or disassembling, reverse engineering, hacking, hijacking, defacing, mounting any form of denial of service attack, discovering or accessing any source code related to the product or software or license or equipment or networks or data or part thereof (together hacking), in whole or in part, under any circumstance.

Customer or Company Partner (VAD/SI) must notify the Company immediately, if he becomes aware of any Hacking of the products or software or license or equipment or networks or data or any part thereof.

Customer or Company Partner (VAD/SI) hereby acknowledges that any hacking of any product or software or license or equipment or networks or data or part thereof by Customer or their officers, employees, contractors, associates, affiliates, agents or any Partners of the of the Customer would cause significant harm to the Company’s business which could not be calculated by damages alone, and that the award of other legal and equitable remedies such as specific performance would be required in addition to monetary damages to adequately compensate Company for any hacking of the products or software or license or equipment or networks or data or part thereof.

Customer hereby acknowledges that if any product or software or license or equipment or networks or data or part thereof sold by the Company gets hacked by any person whomsoever, then Customer shall fully indemnify and hold the Company harmless against any liability incurred as a result of such hacking of the products or software or license or equipment or networks or data or part thereof. Customer must adopt the required technical or organizational measures, in particular those of a legal and regulatory kind, as may be applicable, to guarantee the security of the personal data and avoid any alteration, loss, unauthorized processing or access thereof, bearing in mind the state of technology, the kind of data provided and the risks to which they may be exposed, whether due to human action or physical or natural means. It shall be Customer’s own responsibility for protecting their product or software or license or equipment or networks or data or part thereof from hacking and misuse.

9. LIMITATION OF LIABILITY:

Notwithstanding anything to the contrary, except for bodily injury of a person, the Company and its suppliers/Partners (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (A) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (B) for any indirect, exemplary, incidental, special or consequential damages; or (C) for any matter beyond the company’s reasonable control.

10. DISPUTE RESOLUTION:

Any and all disputes, controversy and conflicts (“Disputes”) arising out of this agreement between the parties or arising out of relation to or in connection with this Agreement and the performance on non-performance of the rights and obligations set forth herein or the breach, termination or invalidity thereof shall be referred for arbitration in terms of the Indian Arbitration and Conciliation Act, 1996.

(a) Prior to submitting the disputes to arbitration the parties shall mutually resolve to settle the Disputes through mutual negotiation and discussion. In the event that the said Disputes are not settled within 30 days of the arising of the Disputes, the same shall finally be settled and determined by arbitration to be conducted by a sole arbitrator in accordance with the Arbitration and Conciliation Act, 1996. The place of arbitration shall be Vadodara only (and at no other place) and the Arbitrator shall be in and from Gujarat. The language used in the arbitral proceedings shall be English.

(b) The sole arbitrator shall be appointed by mutual agreement between the Company and the Customer. In the event that the parties are unable to agree on a sole arbitrator, the appointment shall be made in accordance with the rules of the Indian Chamber of Commerce Council of Arbitration. The arbitrator shall disclose any circumstances likely to give rise to justifiable doubts as to his independence or impartiality, and either party may challenge the appointment of the arbitrator on these grounds in accordance with the provisions of the Arbitration and Conciliation Act, 1996.

(c) The arbitral award and decision by the arbitrator shall be in writing and shall be final and binding and shall be enforceable in any court of competent jurisdiction. None of the parties shall be entitled to commence or maintain any action in a court of law upon any disputes arising out of or relation to or in connection with this Agreement except for the enforcement of an arbitral award or as permitted under the Indian Arbitration and Conciliation Act, 1996.

(d) Pending the submission to arbitration and thereafter till the tribunal render its award or decision, the parties shall except in the event of termination of this agreement or in the event that relief is granted under the Act, continue to perform their obligations under this Agreement.

(e) The arbitration proceedings shall be governed by Laws of India.

11. FORCE MAJEURE:

The Company shall not be liable for any failure to perform due to causes beyond its control, including but not limited to fire, flood, earthquake, accident, acts of public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine, labor disputes or shortage, transportation embargoes, inability to secure raw materials or machinery, acts of God or Government (including denial of onerous restrictions on export licenses), any such event of force majeure affecting the Company’s third party suppliers or judicial action. Similar causes shall excuse the Customer for failure to take the Company’s Products ordered by the Customer other than those already in transit or specially fabricated or not readily saleable to other buyers.

12. INJUNCTIVE RELIEF:

Nothing contained herein shall operate to waive the Company’s right to seek injunctive relief with respect to any breach or threatened breach by the Customer of its obligations under this Agreement.

13. MISCELLANEOUS:

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by Customer or Company Partner (VAD/SI) except with the Company’s prior written consent. The Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind the Company in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received.

14. GOVERNING LANGUAGE AND LAW:

The language to be used in connection with this Agreement shall in all cases be the English Language. This agreement shall be governed by and construed in accordance with Laws of India.

15. JURISDICTION OF COURTS:

The Courts at Vadodara, Gujarat, India shall have the exclusive jurisdiction and, no other court shall have jurisdiction in respect of the subject matter of this agreement.