GOFRUGAL TECHNOLOGIES SOFTWARE PARTNER AGREEMENT

1. GRANT AND LIMITATIONS:
   1. Software Vendor designates Partner as a non–exclusive Partner for Software Vendor Products ("Software").
   2. Software Vendor owns all right, title and interest in the Software. This Agreement does not grant any ownership rights in the Software to Partner.
   3. This grant does not include any right to make and/or sell derivative works of the Software.
   4. Partner accepts the grant as provided herein and agrees to use its best efforts to communicate the features, benefits, pricing and availability of the Software to potential customers in Partner‘s ordinary course of business.
   5. Partner agrees to prominently display the Software on their website, during the term of this Agreement.
   6. Partner shall provide first level support to any customer query related to the use of the Software.
   7. Software Vendor reserves its right to modify the cost of the Software, terms of license and its distribution mechanism. Any change in the price of the Software notified to Partner, shall be effective immediately. However, customers to whom Partner has committed the existing price, the new prices will be effective within 30 days of Software Vendor announcement, unless Partner has received a purchase order from such customer.
   8. Partner will distribute the Software subject to Software Vendor‘s "Software License Agreement" which governs the terms under which the Software is licensed to customers.
2. PAYMENT TERMS:
   1. All payments made pursuant to this Agreement shall be made in Indian Rupees and shall be made along with the Purchase Order. Actual amounts are payable and Licensee shall be responsible for payment of any sales, use, import, export, withholding, VAT or property tax, duties or other amounts by whatever name designated, that arise in connection with the transactions under this Agreement, excluding those that are based on Software Vendor‘s net income.
   2. Any amounts not paid when due, including Upfront Fees for the first year, will be subject to an interest at the lesser of 1.5% per month or the highest amount permissible under applicable law.
   3. Software Vendor will transfer the products to the channel partners at a special Channel Partner price as shown in Exhibit D.
   4. Software Vendor will provide the authentication key to each software license only after receiving the payment for the Software in full from the Partner.
3. TERM AND TERMINATION:
   1. This Agreement shall be effective upon execution by both parties, and shall be valid for a period of One (1) Year from the Effective Date. Beyond the first year, this Agreement may be renewed annually subject to Software Vendor‘s then applicable terms and conditions, by an amendment in writing.
   2. Termination for Convenience: Either party may terminate this Agreement prior to the end of the validity period upon thirty (30) days written notice to the other party.
   3. Termination for Cause: Software Vendor may terminate this agreement upon thirty (30) days written notice to Partner, if Software Vendor notifies Partner of breach of any obligations, under this agreement and Partner fails to cure such breach.
   4. Either party may terminate this Agreement upon written notice to the other party on the occurrence of any of the following conditions:
4. A receiver is appointed for either party or its property;
5. Either party makes a general assignment for the benefit of its creditors;
6. Either party commences, or has commenced against it, proceedings under any bankruptcy or insolvency law; or either party is liquidated or dissolved.
7. 1. Upon termination by either party, Partner shall discontinue distribution of the Software Vendor Software immediately, and shall remove or destroy any and all packages and manuals related to the Software from its computers and information related to the partnership displayed on Partner‘s website, including without limitation the name of the Software and any links to the Software Vendor website.
   2. Either party shall be liable to compensate the other by way of damages for any material breach of this Agreement, including without limitation infringement of copyrights by the defaulting party, without prejudice to the non–defaulting party‘s other remedies under law.
8. CONFIDENTIAL INFORMATION
   1. Confidential Information includes all Software and all details of this agreement ("Confidential Information"). Except as otherwise provided herein, Partner shall not disclose Confidential Information and shall use it only for purposes specifically permitted by this Agreement. This Agreement will not affect any other confidential disclosure agreement between the parties.
   2. Confidential information means any information, technical data, or know–how relating to the technology, that if disclosed in written form, is designated in writing as confidential or proprietary, or if disclosed orally, is summarized and confirmed in writing within 30 days as being confidential or proprietary. Confidential Information does not include information, technical data or know–how that (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party‘s files and records in existence prior to the time of disclosure, or (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any wrongful inaction or action of the receiving party, or (iii) is developed independently by the receiving party without use of or reference to the confidential information of the disclosing party, or (iv) is properly acquired from a third party having the right to disclose such information, or (v) is approved in writing for release by the disclosing party.
9. MISCELLANEOUS
   1. This Agreement may be amended only by a written agreement of the parties.
   2. This Agreement does not create any exclusive business relationship between the two parties.
   3. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which may not be unreasonably withheld.
   4. Except as otherwise expressly agreed to by both parties in writing, during the term of this Agreement and for a period of two (2) years following its termination or expiration, Partner agrees not to directly or indirectly or through third parties solicit or hire for employment any of Software Vendor‘s current or previous employees (unless a period of twelve months has elapsed from the last date that the employee was employed by Software Vendor).
   5. This Agreement is governed by the laws of the Indian Government exclusive of its conflict of law provisions. Any action relating to this Agreement shall be subject to the jurisdiction of Courts in Chennai. Partner agrees to be bound by the verdicts of the judicial system and of the Courts of the Government of India.
   6. If any provision or provisions of this Agreement shall be held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired.