fs1a1ex10vii_ea3sonasoft.htm


     

     

    EXHIBIT
10.7

    INTERNATIONAL DISTRIBUTION
AGREEMENT

     

    This
Distribution Agreement (“Agreement”) is entered into by Sonasoft, a California
corporation (“Sonasoft”), and WIPRO LTD-INFOTECH GROUP, a __________
corporation (“Distributor”), as of the 1st day of February,
2008.

     

    This
Agreement is made with reference to the following facts:

     

    A.           Sonasoft
has developed certain database and server backup products, consisting of both
hardware and software components.

     

    B.           Distributor
desires the right to market and install Sonasoft’s products to Distributor’s
customers, and Sonasoft desires to grant to Distributor the license and right to
market and install these products in accordance with the terms and conditions of
this Agreement.

     

    Therefore,
the parties agree as follows:

     

    1.           DEFINITIONS.

     

    (a)           “Software”
means the Sonasoft products, which are described in Exhibit “A” to this
Agreement.  The term “Software” includes the Software Documentation
and the software programs that are part of Sonasoft’s Software Development
Kit.

     

    (b)           “Documentation”
means the explanatory written material that is intended to assist Distributor
and its customers in the use of the Software.

     

    (c)           “Object
Code” means the format of the Software that results from the assembly,
compilation, translation or processing of the Source Code into machine language
or code executable by a computer using an operating system and platform with
which it is compatible.

     

    (d)           “Effective
Date” means the date set forth at the beginning of this Agreement.

     

    (e)           “Confidential
Information” means (i) the technical and engineering information and
know-how pertaining to the Software, including its Source Code and
specifications, (ii) business and financial information, such as customer
requirements, operating strategies, business plans and cost, pricing and profit
information, and (iii) employee information, such as skills, experience and
salary information, that has been characterized or designated as confidential,
but does not include information that becomes publicly known through no fault of
the receiving party, is lawfully received from a third party not bound by
confidentiality obligations, or is independently developed by a party at its own
expense without using any Confidential Information of the other
party.

     

    (f)           “Territory”
means____________________________________________________.

    


     

    
      
        Sonasoft
2007

        
        

      

      
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    2.           APPOINTMENT OF
DISTRIBUTOR.

     

    (a)           Sonasoft
hereby appoints Distributor as a distributor of the software to Distributor’s
customers in the Territory, subject to the terms and conditions of this
Agreement, and Distributor hereby accepts this appointment.

     

    (b)           The
parties may mutually agree from time to time to expand the definition of
“Software” to include additional programs, by amending Exhibit “A” to this
Agreement.

     

    (c)           All
rights pertaining to the Software that are not expressly granted in this
Agreement to Distributor are retained by Sonasoft.

     

    (d)           Sonasoft
may sell directly into the Territory to OEMs that do not use integrators,
dealers, or distributors, but typically buy directly from the
manufacturer.

     

    3.           SOFTWARE
LICENSE.

     

    (a)           Sonasoft
hereby grants to Distributor an non-exclusive, non-transferable right and
license to use and display the Software in Object Code format only for
marketing, promotional, demonstration, support and maintenance purposes, and to
duplicate the Software in any form and on any media, as reasonably necessary to
support the use of the Software as expressly authorized by this
Agreement.

     

    (b)           Sonasoft
hereby grants to Distributor a non-transferable right and license to further
license, and distribute the Software to its customers in Object Code format
only, provided
that the provisions of each such further license by Distributor shall contain
provisions which are not less restrictive or less protective of Sonasoft’s
rights than those set forth in Sections 3, 4(d), 4(e), 4(f), 4(l), 5(h),
6(d), 7, 9 and 10 of this Agreement.  Sonasoft shall have no duty or
liability under any customer software license.

     

    (c)           Distributor’s
further licensing and distribution rights are subject to the compensation
obligations of Distributor under this Agreement.

     

    (d)           If
and to the extent Distributor has access to Software Source Code, Distributor
shall use such Source Code solely for Distributor’s internal purposes in
connection with the Software support and maintenance services which it provides
to its customers.  Sonasoft’s Source Code is a trade secret, and
Distributor shall at all times restrict the disclosure and use thereof to its
employees who need to know and use such Source Code for purposes of
Distributor’s performance of this Agreement and who agree in writing to be bound
by the confidentiality provisions of this Agreement.

     

    (e)           Except
as expressly authorized by this Agreement, Distributor shall not use, duplicate,
copy, display, transfer or distribute any of the
Software.  Distributor shall not in any case modify, reverse engineer,
reverse compile, decompile or disassemble the
Software.  Notwithstanding these restrictions, Distributor may
translate the Software Documentation into language other than English, with the
prior written permission of Sonasoft.

     

     

    
      
        Sonasoft
2007

        
        

      

      
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    4.           DISTRIBUTOR’S DUTIES AND
RESPONSIBILITIES.

     

    In
addition to the duties of Distributor set forth elsewhere in this Agreement,
Distributor agrees as follows:

     

    (a)           Distributor
will receive one copy of each product from Sonasoft for demonstration purposes
and this software cannot be re-sold.  The software is to be used for
client support, and cannot be re-sold by the Distributor to its
clients.  Distributor will install the software on a dedicated
Sonasoft approved server, to be used for demonstrations and customer
support.

     

    (b)           Distributor
shall at all times during the term of this Agreement have at least one (1)
employee who has received technical training in the Software and one (1)
employee who has received sales training in the Software.  Distributor
shall initially designate two (2) employees to be trained in the Software by
Sonasoft at Sonasoft’s principal office, at no charge to Distributor, provided that
Distributor shall pay the their employee’s travel and subsistence expenses in
connection with this training.  Sonasoft can provide training at the
Distributor’s location providing that the Distributor pays all related travel,
lodging, and sustenance cost associated.

     

    (c)           Distributor
shall use reasonable efforts to promote and create a market for the Software in
the areas of the Territory where it conducts its business, and to sell and
distribute the Software in accordance with the terms and conditions of this
Agreement.  For purposes of this Agreement, the term “sell” or any
derivative thereof shall include “license” and any derivative
thereof.

     

    (d)           Any
use of Sonasoft’s name or trademarks shall be subject to Sonasoft’s prior
written consent, which shall not be unreasonably
withheld.  Distributor may use its own trademarks to indicate that the
Software is distributed in the Territory by Distributor, and any such trademarks
of Distributor shall remain the sole property of Distributor.

     

    (e)           Distributor
shall have the right to sell and distribute the Software through its agents,
provided that
each of its agents is located in the Territory and agrees in writing to comply
with the provisions of this Agreement. Distributor shall monitor and enforce
such compliance, and Distributor shall notify Sonasoft in advance of its
contract with each agent.

     

    (f)           Distributor
shall make no representations, warranties or claims regarding the Software,
which are false, misleading, or inconsistent with the Software specifications,
warranties or descriptions provided by Sonasoft with the Software and contained
in this Agreement.

     

    (g)           Distributor
shall pay to Sonasoft the prices set forth in this Agreement for the Software,
and Distributor’s compensation shall be its profit on the resale and
distribution of the Software.

     

    (h)           Distributor
shall use its best efforts to enforce its rights under each license of the
Software to its customers and shall use all reasonable means and resources to
protect Sonasoft’s proprietary rights in and to the Software with at least the
same degree of care (but not less than reasonable care) as Distributor uses to
protect its rights in its own intellectual property.

     

     

    
      
        Sonasoft
2007

        
        

      

      
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    (i)           Distributor
shall provide all required installation and warranty support services to
customers to whom Distributor has sold or distributed the
Software.  Distributor also shall be solely responsible for providing
continuing non-warranty support and maintenance services for their added
services, including telephone support when reasonably
required.  Distributor may provide ongoing maintenance services for
their services under separate maintenance agreements.  Sonasoft will
provide a support number directly to the customer for support of the Software
under its maintenance agreement if contracted by the customer after the warranty
period.  Support services will be available on a 24/7
basis.

     

    (j)           Distributor
agrees to comply with all federal, state and local laws and regulations in the
Territory that are applicable to Distributor’s sale and distribution of the
Software and performance of this Agreement.  Distributor shall obtain
all required governmental approvals and certificates pertaining to the sale and
distribution of the Software.

     

    (k)           Each
copy of the Software made by Distributor shall include a reproduction of any
copyright and patent notices of Sonasoft appearing in or on such
Software.  Distributor shall not remove any copyright or patent
notices, which Sonasoft has placed in or on the Software, and a copyright notice
designated by Sonasoft shall be included in appropriate locations in the
Documentation provided with the Software that is delivered by Distributor to its
customers.

     

    (l)      
Distributor is required to close a minimum of $TBD in revenue to
Sonasoft in 2007 and 2008.

     

    5.           CONSIDERATION.

     

    
      (a)           In consideration of the
rights granted to Distributor under this Agreement, Distributor agrees to pay to
Sonasoft, in dollars, for each copy of the Software sold by Distributor as
follows:

       

      
        	
                i.  

              	
                Distributor will
      receive 40% discount on Sonasoft’s current list price for all
      products.

              


      

       

      
        	
                ii.  

              	
                If a Distributor’s
      customer signs a maintenance contract with the Distributor, then the
      Distributor will get 40% of the maintenance contract as long it is
      effective. The Distributor is required to provide1st and 2nd levels of support to
      the customer.

              


      

       

    

     (b)                      The
price of the Software payable by Distributor is F.O.B. Sonasoft’s principal
office, and any transportation and delivery costs shall be the sole
responsibility of Distributor.

     

     

    
      
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2007

        
        

      

      
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    (c)           All
prices to Distributor are exclusive of sales, use and value-added
taxes.  Distributor shall pay all sales, use and value-added taxes and
all import duties and similar charges imposed upon either the Distributor or the
Software.  If Sonasoft has the legal obligation to collect any of the
foregoing taxes, the corresponding amount shall be added to the prices to be
paid by Distributor under this Agreement.  Sonasoft shall pay any
export duties and the costs of complying with U.S. export control laws and
regulations.

     

    (d)           All
of Sonasoft’s list prices are subject to change.  Any price increase
shall be effective 30 days after notice to Distributor and shall be applicable
to Distributor’s future sales of the Software.  Any price decrease
shall be effective immediately and shall be applicable to Distributor’s future
sales of the Software, unless otherwise stated by Sonasoft.

     

    (e)           The
prices for the Software to Distributor are not, and will not be, less favorable
than those charged by Sonasoft during a similar time period to its other
Distributors which acquire, sell and distribute similar quantities of the same
Software.

     

    (f)           
Payment Terms: Refer to the Addendum.

     

    (g)           Distributor
shall be solely responsible for the collection of all amounts payable by its
customers, and Distributor shall use its reasonable best efforts and resources
to collect all such amounts.  Distributor’s monthly reports to
Sonasoft shall include information regarding delinquent payments to Distributor
and Distributor’s efforts with regard to the collection
thereof.  Distributor shall reserve the right to audit its customers
with respect to per-unit sales.

     

    (h)           Distributor
shall keep adequate and accurate records of its sales and distribution of the
Software under this Agreement and otherwise maintain appropriate books and
records in accordance with local laws applicable to
Distributor.  Sonasoft shall have the right to audit Distributor’s
books and records at any reasonable time to verify its full performance of the
terms and conditions of this Agreement and the accuracy of all payments required
to be made to Sonasoft under this Agreement.  Any underpayment or
misrepresentation of the fees due to Sonasoft under this Agreement shall
constitute a material breach of this Agreement.  If Sonasoft’s audits
of Distributor’s books and records reveal an underpayment with respect to any
customer by more than five percent (5%) of the correct amount payable by
Distributor, Distributor shall reimburse Sonasoft for its costs and expenses of
conducting such audit.

     

    (i)           All
overdue amounts payable to Sonasoft by Distributor shall be subject to an added
late charge of one and one-half percent (1.5%) per month of the overdue balance
until paid in full.  The parties agree that this late charge is a
reasonable estimate of the added costs and expenses of Sonasoft that are
attributable to such late payments.

     

    6.           SONASOFT’S DUTIES AND
RESPONSIBILITIES.

     

    In
addition to the duties of Sonasoft set forth elsewhere in this Agreement,
Sonasoft agrees as follows:

     

     

    
      
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2007

        
        

      

      
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    (a)           Sonasoft
shall provide two (2) days of technical training in the Software at Sonasoft’s
principal offices for two (2) employees of Distributor, and Sonasoft shall
provide one (1) day of sales training in the Software at Sonasoft’s principal
offices for two (2) employees of Distributor.  There shall be no
charge by Sonasoft for this training, but subsequent training and consulting
services requested by Distributor shall be paid for at the applicable prices set
forth in Exhibit “B”, or at such other prices as may then be charged by
Sonasoft to its distributors and customers for such training and consulting
services.

     

    (b)           Sonasoft
agrees to provide to Distributor, but not Distributor’s customers, technical
support regarding the Software, by email, telephone and fax, and to answer
questions where appropriate, during Sonasoft’s ordinary business
hours.  If such requests for technical support exceed twenty hours
(20) hours in a given month, or pertain to matters that are readily
ascertainable from the Documentation or other materials provided by Sonasoft to
Distributor, then Sonasoft may, in its discretion, charge for the technical
support at its then-applicable rates for such support
services.  Sonasoft shall have no other obligation to provide any
ongoing support or maintenance of the Software.

     

    (c)           Sonasoft
shall provide to Distributor such programming and/or documentation corrections
for the Software, or such reasonable “work-around” solutions, to satisfy its
express warranty set forth in Section 7(a) of this
Agreement.  Sonasoft shall have the option, but not the obligation, to
make design modifications or enhancements to the Software.  Sonasoft
also may, in its sole discretion, waive any right to increase fees with respect
to enhanced Software tools or programs on a version-by-version
basis.  All enhanced Software delivered to Distributor shall be
included in the definition of “Software” herein, and shall be subject to the
terms and conditions of this Agreement.

     

    (d)           All
Software demonstration code provided by Sonasoft to Distributor is for
Distributor’s internal use for demonstration, training and marketing purposes
only.  Such Software demonstration code will be provided without
warranty of any kind, and Sonasoft shall have no obligation to provide any
corrections, updates, modifications, enhancements, support or maintenance of
such demonstration code.

     

     (e)           Sonasoft
shall comply with all federal, state and local laws and regulations in the
Territory that are applicable to Sonasoft’s development and distribution of the
Software and its performance of this Agreement.

     

    7.           WARRANTIES, DISCLAIMERS
& LIMITATIONS OF LIABILITY.

     

    (a)           Sonasoft
warrants that for a period of ninety (90) days after Distributor’s acceptance of
the Software, the Software will conform in all material respects to the
technical specifications and descriptions set forth in
Exhibit “A”.  During this ninety (90) day warranty period,
Sonasoft will correct non-conformities in the Software by programming
corrections, reasonable “work-around” solutions and/or Documentation
corrections, which shall be Sonasoft’s sole obligation and Distributor’s sole
remedy for a breach of this warranty.

     

    (b)           THE
WARRANTIES CONTAINED IN THIS SECTION 7 ARE EXCLUSIVE AND ARE IN LIEU OF ALL
OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, WHETHER EXPRESS
OR IMPLIED.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
SONASOFT DOES NOT WARRANT THAT THE SOFTWARE OR THE DOCUMENTATION IS ERROR-FREE
OR THAT USE WILL BE UNINTERRUPTED, AND SONASOFT SPECIFICALLY EXCLUDES AND
DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE.

     

     

    
      
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2007

        
        

      

      
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    (c)           DISTRIBUTOR
AGREES THAT IN NO EVENT SHALL SONASOFT BE LIABLE FOR ANY INCIDENTAL, INDIRECT,
SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND WHETHER BASED IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER THEORY OF
LIABILITY, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, LOST
SAVINGS, COSTS OF CAPITAL, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,
DOWN-TIME COSTS, LOSS OR IMPAIRMENT OF DATA AND OTHER BUSINESS
LOSS.  THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF WHETHER
SONASOFT KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED
HEREIN.

     

    (d)           EXCEPT
FOR THE LIABILITY OF SONASOFT UNDER SECTION 8(a) OF THIS AGREEMENT, IN NO
EVENT SHALL THE TOTAL LIABILITY OF EITHER PARTY, ON WHATEVER BASIS, EXCEED AN
AMOUNT EQUAL TO THE TOTAL AMOUNT ACTUALLY PAID BY DISTRIBUTOR TO SONASOFT FOR
THE SOFTWARE.

     

    (e)           The
provisions herein allocate risks of product loss or failure between Distributor
and Sonasoft.  The compensation provisions herein reflect this
allocation of risk and the disclaimers and limitations of liability contained in
this Section 7.

     

    8.           INDEMNIFICATION.

     

    (a)           Sonasoft
shall indemnify and defend Distributor against any claims based on the alleged
infringement by the Software or the Documentation of any U. S. patent, copyright
or trade secret right of any other person.

     

    (b)           Sonasoft
shall have no liability under this indemnity if and to the extent that any
infringement results from the use of the Software or the Documentation as part
of another product not supplied by Sonasoft, or from any material modification,
editing, revision, enhancement, improvement or development of the Software or
Documentation not performed by Sonasoft, if the infringement does not exist in
the product delivered by Sonasoft.

     

    (c)           Distributor
shall promptly notify Sonasoft of any claim, demand or other matter to which
Sonasoft’s indemnification obligations may apply and shall allow Sonasoft to
defend and conclude the same at its own expense and with counsel of its own
choice.  Distributor shall also have the right to fully participate in
the defense at its own expense.  Distributor shall make available all
information and assistance that Sonasoft may reasonably request in connection
with the defense of any infringement claims.

     

     

    
      
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2007

        
        

      

      
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    9.            
SOFTWARE
OWNERSHIP.

     

    Sonasoft
shall have and retain exclusive ownership of all rights in the Software,
including the Documentation, and including all patent rights, copyrights, trade
secret rights and other intellectual property rights.

     

    10.           CONFIDENTIAL
INFORMATION.

     

    (a)           Both
Sonasoft and Distributor agree not to disclose, or to use, except as
specifically authorized by this Agreement, the Confidential Information of the
other party.

     

    (b)           Each
party agrees to notify the other promptly in the event of any breach of its
security under conditions in which it would appear that Confidential Information
of the other party was compromised or is exposed to loss.  Each party
shall, upon request from the other party, take reasonable steps to recover any
compromised or lost Confidential Information.

     

    11.           RELATIONSHIP OF THE
PARTIES.

     

    Neither
party shall be considered or deemed to be an employee, agent or partner of the
other in connection with this Agreement.  Neither party shall have any
right or authority to assume or create any obligation or responsibility, either
express or implied, on behalf of the other party.  The parties shall
be and remain independent contractors with respect to this
Agreement.

     

    12.           GOVERNING LAW, DISAGREEMENTS
& ARBITRATION.

     

    (a)           This
Agreement shall in all respects be interpreted, construed in accordance with and
governed by the internal laws of the State of California, without regard to its
conflict of law rules.  The parties specifically exclude the
application of the 1980 United Nations Convention on Contracts for the
International Sale of Goods, if otherwise applicable.  The place of
making and the place of performance of this Agreement shall for all purposes be
San Jose, California, regardless of the actual place of execution or
performance.  In the event of any litigation between the parties, the
parties agree that the sole and exclusive venue and jurisdiction for any such
action shall be in the state or federal courts situated in the County of Santa
Clara, California.  The parties agree that the above referenced courts
shall have personal and exclusive jurisdiction over the parties for any dispute
arising out of this Agreement that is not covered by the arbitration provisions
set forth herein below.

     

    (b)           Except
for the right of either party to apply to a court for a temporary restraining
order, preliminary injunction or other equitable relief to preserve the status
quo or prevent irreparable harm pending the selection and confirmation of
arbitrator(s), any controversy or claim arising out of, relating to or connected
with this Agreement, or the breach thereof, shall be resolved by binding
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgment confirming the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction.  Any
arbitration under this Agreement shall be administered exclusively by the
San Francisco Regional Office of the American Arbitration Association, or
in the event that office is unable to act, by the closest available regional
office to San Jose, California.  The arbitration shall be held in
the County of Santa Clara, California.  The arbitrator(s) shall have
no authority to award punitive or other damages not recoverable under this
Agreement, but may award equitable relief.  The arbitrator(s) shall
enforce the terms of this Agreement, and to the extent it is necessary and
appropriate to go outside the terms of the Agreement to reach a decision, the
arbitrator(s) shall follow the applicable law.  All proceedings in any
arbitration shall be conducted in the English language.

     

     

    
      
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2007

        
        

      

      
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    13.           UNFORESEEN
EVENTS.

     

    Notwithstanding
anything else in this Agreement, no default, delay or failure to perform on the
part of either party (except for the payment of fees) shall be considered a
breach of this Agreement if such default, delay or failure to perform is shown
to be due entirely to causes beyond the reasonable control of the party charged
with a default, including, but not limited to, causes such as strikes, lockouts
or other labor disputes, riots, civil disturbances, actions or inactions of
governmental authorities or suppliers, epidemics, war, embargoes, severe
weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters,
or default of a common carrier.  In the case of any such unforeseen
event, the time for performance required by either party under this Agreement
shall be extended for any period during which performance is prevented by such
event; however, the other party may terminate this Agreement if such condition
continues for a period of ninety (90) days.

     

    14.           TERM &
TERMINATION.

     

    (a)           This
Agreement shall commence on the Effective Date, and shall continue in full force
and effect for an initial term of one (1) year.  At the end of this
one (1) year term, the Agreement shall automatically renew from year to year
unless terminated by either party upon not less than thirty (30) days’ notice
prior to the end of the initial term or the subsequent anniversary date on which
such termination would occur.  Notwithstanding the foregoing, this
Agreement may be terminated earlier as provided below.

     

    (b)           This
Agreement may be terminated earlier at any time:  (i) upon the
written consent of both parties; (ii) by either party immediately upon
notice to the other, if the other breaches any material promise or obligation
under this Agreement and such breach remains un-remedied for at least thirty
(30) days after written notice thereof to the breaching party; (iii) by
either party immediately upon written notice to the other if the other party
makes a general assignment for the benefit of its creditors, has a receiver
appointed for all or a substantial part of its business or assets, if a
bankruptcy proceeding is brought by or against such other party and involving
such other party as a debtor and its not dismissed within sixty (60) days from
its institution, or if such other party goes into liquidation and otherwise
ceases to conduct its business as a going concern.

     

    (c)           Upon
the effective date of termination of this Agreement:  (i) except
as provided below, all rights granted to Distributor shall forthwith terminate
and revert to Sonasoft, and Distributor shall immediately discontinue any and
all representations that it is a distributor of Sonasoft or the Software;
(ii) unless Sonasoft directs otherwise, Distributor shall consummate all
Software orders it has accepted as of the effective date of termination and
which provide for delivery of the Software within thirty (30) days following the
effective date of termination; (iii) Distributor shall pay any and all
amounts then owing to Sonasoft; (iv) except as otherwise directed by
Sonasoft, Distributor shall honor its warranty, support and maintenance
obligations to its customers and shall continue to respond to requests for such
services to its customers; (v) Distributor shall return to Sonasoft all
Confidential Information, including all copies of the Software, except to the
extent necessary for its continued provision of warranty, support and
maintenance services for its customers

     

     

    
      
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2007

        
        

      

      
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     (d)                      In
addition to this Section 14, the following sections of this Agreement shall
survive the termination of this Agreement for any reason
whatsoever:  Sections 7 through 12 and 15 and 16.

     

    15.           NOTICES.

     

    All
notices, demands or consents required or permitted under this Agreement shall be
in writing and shall be delivered personally, mailed by certified or registered
U.S. airmail, or sent by Federal Express, DHL or UPS to the party to which it is
addressed at its address set forth on the signature page of this Agreement or at
such other address as subsequently shall be given by either party to the other
in accordance with this provision, and shall be effective on the earlier of
receipt, five (5) days after deposit with all charges prepaid in the U.S. mail
or two (2) days after deposit with all charges prepaid with Federal Express, DHL
or UPS.

     

    16.           GENERAL
PROVISIONS.

     

    (a)           This
Agreement may be modified only by a writing signed by each party.

     

    (b)           Headings
included in this Agreement are for convenience only and are not to be used to
interpret the agreement between the parties.

     

    (c)           The
contract relationship created hereby is between specific entities and does not
include corporate subsidiaries or affiliates, and none of the rights of
Distributor hereunder are assignable, nor are any obligations imposed upon
Distributor hereunder delegable, without the prior written permission of
Sonasoft.  Any permitted assignment shall be binding on a party’s
successors and assigns.

     

    (d)           The
failure of either party to enforce at any time any of the provisions hereof
shall not be construed to be a waiver of the right of such party thereafter to
enforce any such provisions.

     

    (e)           In
any litigation or arbitration between the parties, each party shall be
responsible for their attorneys’ fees incurred in connection with such
proceedings.

     

    (f)           There
shall be no presumption applied against any party on the ground that such party
was responsible for preparing this Agreement or any part of it.

     

    (g)           This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.

     

     

    
      
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2007

        
        

      

      
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    (h)           The
exhibits attached hereto are hereby incorporated by reference under this
Agreement.

     

    Executed
by the parties and made effective as of the Effective Date.

     

    
      	 DISTRIBUTOR:	 
	 WIPRO
      LTD-INFOTECH GROUP,	 SONASOFT,
	 a
      _______________ corporation	 a California
      corporation
	 	 
	 By: /s/  Furesh
      Kumar        	 By: 
      /s/ 
      Andy Kahanna        
	 	 
	 Its:  
      Business Manager        	 Its: President                
	 	 
	 By:                        	 By:                          
	 	 
	 Its:                        	 Its:                         
	 	 
	 Address:                    	 Address: 6489
      Camden Avenue Suite 105
	                            	         San Jose,
      California  95120
	 	 
	    Attn:                  	    Attn:                    
	 	 
	 Fax No.                    	 Fax No.                    
	 	 


    

     

     

    
      
        Sonasoft
2007

        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

     

    
      ADDENDUM

       

    

    
      
        	
                a)  

              	
                Sonasoft will maintain
      a CO-OP fund to be used for Distributor sales and marketing
      projects.  The fund amount will equal 2% of quarterly net
      invoice value paid to Sonasoft.  The fund can be used for
      advertising provided that the advertisement is approved by Sonasoft,
      displays the Sonasoft logo and gives no pricing other than the Sonasoft
      list price.  The funds can also be used for local shows and
      exhibitions.

              


      

       

    

    
      	
              b)  

            	
              All
      orders for the first 90 days are to be prepaid through wire transfer.
      After the 90 day period, 30 day net term will be offered to Sonasoft
      distributors based on the credit application to be approved by Sonasoft’s
      Chief Financial Officer. Orders for Sonasoft’s products are to be invoiced
      on shipment of order and it is payable within 30
  days.

            


    

     

    


    
      
        Sonasoft
2007

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT A

    DESCRIPTION OF
SOFTWARE

     

    As defined in attached Data
Sheet

     

     

    
      
        Sonasoft
2007

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT B

    SOFTWARE
PRICING

     

    As defined in attached Price
Sheet