SAAS LICENSE AGREEMENT

This SaaS License Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [YOUR COMPANY NAME] (the "Licensor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [SECOND PARTY NAME] (the "Licensee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

WHEREAS, the Licensor is engaged in the business of providing a software, as more specifically described in the Scope of Services of the present Agreement;

WHEREAS, the Licensor wishes to grant the Licensee the license to use its software in accordance with the terms of this Agreement;

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

DEFINITIONS

“

Documentation” means the technical publications relating to

the Software

, such as reference, user, installation, systems

administrator,

and technical guides, delivered by the Licensor to the Licensee.

“Licensee” shall mean the end user operating the Software.

“Software

” shall mean all or any portion of

the Software

and all

ocumentation relating thereto being licensed by the Licensor, or otherwise indicated in the Agreement as being licensed by the Licensor, which is delivered by

the

Licensor to

the

End User Licensee.

The

Software also includes the ideas and concepts contained within the various physical implementations of the Software, in machine-readable, object code form, and any computer programs delivered to

the

Licensee in machine-readable, object code form and any related

ocumentation associated therewith, including any user

ocumentation and all interfaces and custom programming developed by

the

Licensor for

the

Licensee under this

greement.

"Know-How" includes all technology, source code, object code, local area

network manager code, technical information, procedures, processes, trade secrets, methods, practices, techniques, information, logic/flow charts, sketches, drawings,

pecifications, application and modification manuals and data relating to the design, manufacture, production, inspection, and testing of the Software, which are from time to time in

the

Licensor's possession

"Manuals" means the programmer's manuals, the technical manuals and the user manuals

and other similar

ocumentation

"Modifications" means

nhancements and/or correction of

rrors, and Modifications shall be deemed to have been accepted by

the

Licensee upon the lapse of

_______

days following successful installation of any Modifications

unless

the

Licensee notifies

the

Licensor in writing prior to the lapse of such period that the Modifications in question do not conform to

the

pecifications.

TERM OF AGREEMENT

This Agreement shall come into force on the Effective date

as mentioned in the beginning of this Agreement

and shall continue to be in force for a period of ______ years from the Effective date hereof unless amended or terminated earlier in accordance with the provisions of this Agreement.

This Agreement may be renewed for an additional period with the mutual consent of both the parties and with the same terms and provisions, unless this

greement shall be amended or terminated in the manner hereinafter provided.

GRANT OF LICENSE

Subject to the terms and conditions of the Agreement,

the

Licensor grants to

the

Licensee a personal, non-exclusive, non-transferable license to use the Software developed by the Licensor.

The Licensee shall be entitled to use the Software provided by the

Company only

for its own use.

FEES:

The

icensor will provide the Software hereunder to the Licensee for a period of ____ years. The total Licensing fee of the Software shall depend on

project to project basis as decided between the parties with mutual consent in writing.

The

icensee shall be required to pay the decided Licensing fee to the Licensor on a

_________[

Yearly

/Monthly]

basis as Licensing fee of the Software.

The Software shall be installed at the Licensee

’s

premises only when the first year Licensing fee has been paid by the Licensee.

The Licensor has rights to terminate this Licensing Agreement with an immediate effect and uninstall its Software if the Licensing fee is not paid by the Licensee for a period of

________

days post its due date.

All payments hereunder shall be made via ____________________ (mode of payment).

ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES BY THE LICENSEE

The Licensee shall not directly or indirectly, market, distribute, sell, lease, license, sub-license

decompile

, disassemble, reverse engineer, duplicate, copy, use the Software to provide processing services to third parties, or otherwise use the Software on a service bureau basis

or attempt to derive the source code from it.

The Licensee may not rent, lease, lend or provide commercial hosting services with the Software, unless

agreed

by the Licensor in writing.

The Licensee

may not t

ransfer the Software to a different Software database platform or operating system

unless agreed by the Licensor in writing.

The Licensee

may not e

xport, use or permit to be accessed, the Software or Documentation in violation of

applicable l

or any law or regulation of any country

The Licensee

may not, d

irectly or indirectly, sublicense, relicense, distribute, disclose, use, rent or lease the Software or any portion thereof, for third

party use, training, facilities management, time-sharing, use by an application service provider or service bureau use.

CONFIDENTIAL INFORMATION

“C

onfidential information

”

means all trade secrets, know-how, Software and other financial, business or technical information of

the L

icensor or any of its suppliers that is disclosed by or for

the

icensor in relation to this

greement but not including the information which the

icensee can demonstrate (a)

was

rightfully furnished to it without restriction by a third party

and

without breach of any obligation to the

icensor, (b)

generally available to the public without breach of this

greement or (c)

was

independently developed by it without reliance on such information. The

Software is

the

icensor’s confidential information.

Except for the specific rights granted by this

greement,

the

icensee shall not possess, use or disclose any confidential information without

the

icensor’s prior written consent, and shall use reasonable care to protect the confidential information.

The

Licensee shall be responsible for any breach of confidentiality by its employees

, officers, agents, directors or representatives

COPYRIGHTS

The Software and Related Materials are owned by

the

Licensor and are protected by

U.S.

copyright laws and applicable international treaties and/or conventions. Without limiting the prohibition on assignment contained elsewhere in this

Agreement,

the

Licensee acknowledges that its rights to use the Software are personal to

the

Licensee.

The

Licensee therefore covenants not to permit the use of the Software by unauthorized persons and to use its best efforts to prevent the

exportation of the Software or any portion thereof into any country which does not have copyright laws that will protect

the

Licensor's Copyrights.

The

Licensor, at its own expense, will defend and indemnify

the

Licensee from all claims that the Software infringe

U.S.

provided that

the

Licensee gives

the

Licensor prompt written notice of such claims and permit

the

Licensor to defend or settle the claims and provides

the

Licensor with all reasonable co-operation

and further provided that

the

Licensor shall not be required to defend and indemnify

the

Licensee from infringement claims resulting from Modifications by

the

Licensee.

AUDIT

The

icensor shall have the right to conduct an audit of

the

Licensee’s account by its own Independent Auditor at any time during the term of this Agreement.

TERMINATION

This

greement shall automatically be terminated when the term of this Agreement comes to an end

unless renewed by mutual consent of both the parties before the term hereunder comes to an end.

The

Licensor shall terminate this Agreement with 30 (

hirty) days

’

notice if

the

Licensee is in default of any of the terms and conditions of this Agreement and fails to correct such default within ten (10) days after written notice thereof from

the

icensor.

The

Licensor shall terminate this Agreement with an immediate effect if:

the Licensor d

isclose

information relating to the Licensor or the Software that jeopardizes the business interests of the Licensor

; or

there is a

ny act or omission that has the effect of diminishing the value of the Software

; or

there

is a

ny act or omission that permits any third party to develop or duplicate the Software

; or

there

is a

ny act in violation of

onfidentiality

or the

on-solicitation

lause of this Agreement.

If the Licensee decides to terminate this Agreement before the term of this Agreement comes to end

then the

icensee shall be liable to pay the full cost of the Licensee fee for the

total period initially agreed upon.

At the time of termination by either party, the

icensee shall be required

stop using

the Software

hereunder and shall return all material related to

the Software

to the Licensor.

LIMITED WARRANTY

The

icensor warrants that the Software, as delivered to the Licensee, for a period of

___________

[Warranty Period]

days from the date of

the

Software

subscription

(the “Warranty Period”) will perform substantially in accordance with the

ocumentation, provided that

(a) the Software is used in accordance with

the

Licensor’s hardware and Software guidelines, (b) any error or defect detected is reproducible by

the

Licensor, (c) the performance issue, error or defect does not relate in whole or in part to

hird

-p

arty

oftware, (d) the error or defect is not caused by a modification carried out by the Licensee, third

party products or third

party database, and (e) the Licensee notifies

the

Licensor of such non-conformance within the Warranty Period.

The Licensor does not warrant that the Software is error free or that the Software will operate uninterrupted or that all Software errors can or will be corrected or that the applications contained in the Software are designed to meet all of

the

Licensee’s business requirements.

Any supplements or updates to the Software, including without limitation, any (if any) service packs or hot fixes provided after the expiration of the Warranty

eriod are not covered by any warranty or condition, express,

implied,

or statutory.

The

Licensee acknowledges and agrees that the Licensor does not warrant that the Software will meet the requirements of any

user

or that the Software will be error-free.

The Licensee shall test the Software with non-critical data before utilising the same. In no event shall the Licensor be liable for damages, direct or indirect, including incidental or consequential damages (including loss of profits) suffered by the Licensee or any third party.

The

Licensor makes no warranty, and

the

Licensee assumes the entire risk as to the integrity of any data and the results, capabilities, suitability, use,

non-use,

or performance of the

Software

. In no event shall

the

Licensor be liable to

the

Licensee for any damages resulting from or related to the use or performance of the

Software

This Limited

arranty is void if the failure of the Software has resulted from accident, abuse, misapplication or use of

the Software

with incompatible hardware or incompatible operating systems.

LIMITATION OF LIABILITY

nder no circumstances shall

the

icensor be liable for any indirect, special, incidental, exemplary, punitive or consequential damages suffered by the

icensee, any party claiming on behalf of or through the

icensee, or any other third party resulting from or arising out of or related to this

greement, any addendum hereto or the performance or breach thereof, including without limitation, damages for loss of business or profits, business interruption, damage or loss or destruction of data or loss of use of the

Software

, even if such party has been previously advised of the possibility of such damages.

INDEMNITY

Indemnification by the

Licensor

: If a third party makes a claim against the

Licensee

that the S

oftware

infringes any patent, copyright or trademark, or misappropriates any trade secret, or that the

Licensor

’s negligence or wilful misconduct has caused bodily injury or death, the

Licensor

shall defend the

Licensee

and its directors, officers and employees against the claim at the

Licensor

’s expense and the

Licensor

shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the

Licensor

, to the extent arising from the claim. The

Licensor

shall have no liability for any claim based on (a)

modification of the

Software

not authorized by the

Licensor

, or (

) use of the

Software

other than in accordance with the Documentation and this Agreement. The

Licensor

may, at its sole option and expense, procure for the

Licensee

the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to the

Licensee

any amount paid by the

Licensee

with respect to the Subscription Term following the termination date.

Indemnification by the

Licensee

: If a third party makes a claim against the

Licensor

that the

use of the Software by the Licensee

infringes any patent, copyright or trademark, or misappropriates any trade secret, the

Licensee

shall defend the

Licensor

and its directors, officers and employees against the claim at the

Licensee

’s expense and the

Licensee

shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the

Licensee

, to the extent arising from the claim.

Conditions for Indemnification: A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defence and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defence and settlement of the claim.

Clause 12

shall survive termination of this

greement.

NON-SOLICITATION

To the extent permitted by applicable law, for the term of this

greement, any renewal period and for a period of

____________

[Non-solicitation period]

years thereafter, neither Licensee nor any officer, director, employee, independent contractor, consultant, agent, or representative of Licensee, shall directly or indirectly solicit, induce, recruit or encourage any employee, developer etc. of the

icensor to terminate his or her relationship with the

icensor and/or commence working with

the

Licensee or any third party having any relationship with

the

Licensee.

NON-COMPETE

During the term of this Agreement and for a period of

____________

[Non Competition Period] immediately following the termination of this Agreement,

the

Licensee

shall not, directly or indirectly, without the

icensor

’s

prior written consent , own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, or consultant of any

ntity engaged in

similar business or

develop any Software similar to the Software hereunder and/or compete with the business of the

icensor

GOVERNING LAW

This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the

[

State

/Province] of [STATE/PROVINCE]

and shall be binding upon the parties hereto in the

United States

and worldwide. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal or state court within

[

State

/Province] of [STATE/PROVINCE]

in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein agrees that process may be served upon it in any manner authorized by the laws of the for such persons and waives and covenants not to assert or plead any objection that they might otherwise have to jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings based upon or arising out of this Agreement or the matters contemplated herein (whether based on breach of contract, tort, breach of duty or any other theory) except in such courts.

SUCCESSORS AND ASSIGNS

Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the parties hereto and their respective successors, assigns, heirs, executors and administrators.

ASSIGNMENT

The

Licensee shall not have the right to (a) assign this

greement, by operation of law or otherwise

or (b) subcontract or otherwise delegate the performance of the services without each other’s prior written consent

which may be withheld as the

icensor determines in its sole discretion. Any such purported assignment shall be void.

ENTIRE AGREEMENT

This Agreement, the exhibits and schedules hereto, the Related Agreements and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof

and no party shall be liable for or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements

except as specifically set forth herein and therein.

SEVERABILITY

In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

AMENDMENT AND WAIVER

This Agreement may be amended or modified,

and the rights

under the Agreement may be waived, only upon the written consent of

each other.

NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail, telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

COSTS AND ATTORNEYS’ FEES

In the event that any action, suit or other proceeding is instituted based upon or arising out of this Agreement or the matters contemplated herein

or any other matter relating to the

present Agreement

the prevailing party shall recover all of such party’s costs (including, but not limited to expert witness costs) and reasonable attorneys’ fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions therefrom.

TITLES AND SUBTITLES

The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

PRONOUNS

All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as the identity of the parties hereto may require.

This Agreement shall be construed and enforced in accordance with the laws of the [State/Province] of [State/PROVINCE].

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

LICENSOR LICENSEE

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

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LICENSOR LICENSEE

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