fs1a1ex10viii_ea3sonasoft.htm


    
      
         

        EXHIBIT
10.8

         

        
          	 	
                   6489 Camden
      Ave, Suite 105

                   San Jose, CA 95120

                   Phone: (408) 927-6200

                   Fax:      (408)
      927-9400

                


        

         

      

    

    AGREEMENT

    


    This Agreement is a binding contractual
relationship by and between Integra Micro Systems (P) Ltd. (“Developer”) and
Sonasoft, Corp. (“Client”).

    


    WHEREAS, Client has an existing product
line for backup and disaster recovery (the “Sonasoft Products”) that work
specifically with Microsoft SQL Server; Exchange Server; and File
Systems.

    


    WHEREAS,
Developer has expertise and resources to assist Client in developing archiving
functionality for its backup and disaster recovery products using Microsoft
Corporation operating systems (the “Microsoft Archiving Solution”);

    


    WHEREAS, Client wishes to work with
Developer in order to develop the Microsoft Archiving Solution;

    


    WHEREAS, Client and Developer agree to
go forward with such endeavor on the following terms and
conditions.

    


    NOW THEREFORE; It is
agreed:

    


    1.           Client
will provide the following engineering resources at the following rate to
develop, test and debug a robust, retail ready Microsoft Archiving Solution;
compatible with the existing Sonasoft Products; with functionality to be agreed
upon between the parties:

     

    
      	(a)	Number of
      Engineers:	 _______
	(b)	Rate:	 _______
	(c)	Expenses:	 _______
	(d)	Budget Total (“Total
      Project Cost”):	 _______


    

     

    These
parameters may only be changed upon the agreement of the
parties.  Developer will provide periodic billings to reflect the
costs actually incurred, on a cumulative basis (the “Actual Project Cost”), and
these billings will be duly reviewed and approved by Client.

    


    2.           Once
completed; Client will use best efforts to market the Microsoft Archiving
Solution to customers of Client along with other Sonasoft products.

    
 

    
      
        
        

      

      
        Page 1 of
Sonasoft/Integra Agreement

        
          

        

      

      
        
        

      

    

    
      
         

         

        
          	 	
                   6489 Camden
      Ave, Suite 105

                   San Jose, CA 95120

                   Phone: (408) 927-6200

                   Fax:      (408)
      927-9400

                


        

         

      

    

    3.           In
exchange, Client shall pay Developer a royalty (the “Royalty” or “Royalties”) on
the sale of each Microsoft Archiving Solution, at the following
rate:

    


    
      
        	
                (a)

              	
                Ten percent (10%) of
      the net proceeds received by Sonasoft for such sale; until such time as
      two hundred percent (200%) of the Actual Project Cost has been
      cumulatively received by Developer;
then

              


      

      


      
        	
                (b)

              	
                Five percent (5%) of
      the net proceeds received by Sonasoft for such sale; until such time as an
      additional three hundred percent (300%) of the Actual Project Cost has
      been received by Developer; resulting to a total payment to Developer of
      five hundred percent (500%) of the Total Project
    Cost.

              


      

      


      At the point in time that
five hundred percent (500%) of the Actual Project Cost has been received by
Developer, no further Royalties shall be owed.

       

    

    In the
event that the Microsoft Archiving Solution is bundled with, or sold in such a
fashion as to be indistinguishable from, other Sonasoft Products, Client shall
make an objectively reasonable allocation between the products for the purposes
of determining the Royalties to be paid with each sale.  Additionally,
the percentage applied to Royalties paid on OEM sales by Client shall be
determined on a case by case basis, at such time Client enters into a specific
OEM agreement which covers the Microsoft Archiving Solution.

    


    4.           The
Royalties shall be payable only after Client receives payment from its customer
for the Microsoft Archiving Solution to which the Royalty
applies.  Client shall make a calculation of Royalties owed at the end
of each calendar quarter, and shall remit full payment of Royalties owed to
Developer within fifteen (15) days thereafter in U.S.
dollars.  Developer shall have the right, upon request by Developer,
to have payment made in common stock of Client at the then fair market value of
such common stock in lieu of cash.  Client will share with Developer
the details of each sale which covers the Microsoft Archiving Solution for each
calendar quarter, within fifteen (15) days of the end of the
quarter.

    


    
      5.           The payment of the Royalties
shall be accelerated, to require a full payment of any unpaid portion of 500% of the
Actual Project Cost, in the event of a sale of the Client.  For the
purposes of this provision, a “Sale of the Client” shall have
occurred if any of the following occurs:

      


      
        	
                (a)

              	
                the direct or indirect
      sale or exchange in a single or series of related transactions by the
      shareholders of the Client of more than fifty percent (50%) of the voting
      stock of the Client;

              


      

    

     

    
      	
              (b)

            	
              a
      merger or consolidation in which the Client is a party;
  or

            


    

    


    
      	
              (c)

            	
              the
      sale, exchange, or transfer of all or substantially all of the assets of
      the Client; or

            


    

     

     

    
      
        
        

      

      
        Page 2 of
Sonasoft/Integra Agreement

        
          

        

      

      
        
        

      

    

    

      
         

        
          	 	
                   6489 Camden
      Ave, Suite 105

                   San Jose, CA 95120

                   Phone: (408) 927-6200

                   Fax:      (408)
      927-9400

                


        

         

      

    

    
      	
              (d)

            	
              the
      registration of all or a portion of the outstanding shares of the Client
      on a public exchange.

            


    

    


    The
payment required under this section shall be paid to Developer within thirty
(30) days of the Sale of the Client, as defined above.  Such payment,
as with other payments outlined above, may be in U.S. Dollars or, at the option
of Developer, in common stock of Client at the then fair market value of such
stock.

    


    In
addition, upon a Sale of the Client, Developer shall provide a purchaser a first
right to negotiate for continued development services of the Sonasoft Products
by Developer.

    


    6.           Developer
represents and warrants that the Microsoft Archiving Solution shall be completed
no later than ___________, 20__ (the “Completion Date”), subject to the
specifications of the Microsoft Archiving Solution not undergoing any change
prior to the Completion Date.

    


    
      7.           Developer, upon execution of
this Agreement and board approval by Client’s board of directors, shall be
granted options to purchase one hundred thousand and no/100 (100,000.00) shares
of common, voting stock of Client at the then current fair market
value.  Such options will commence on the date of board approval, and
shall vest over a period of thirty-six (36) months, so long as Developer continues to
provide development support for Client.  In addition, should the
Microsoft Archiving Solution be completed on or before the Completion date,
Developer shall be issued an option for an additional
twenty-five thousand and no/100 (25,000.00) shares of common voting stock of
Client, at the then current fair market value.  These additional
shares shall also vest over a thirty-six (36) month period, commencing upon the
Completion Date of the Microsoft Archiving Solution, and continuing so long as
Developer continues to provide development support to the Microsoft Archiving
Solution.

      


      8.           Mahesh Kumar Jain, a
principal of Developer, upon execution of this Agreement and board approval by
Client’s board of directors, shall be appointed to Client’s Board of
Advisors.  In conjunction with such appointment, Developer will be
granted options to purchase fifty thousand and no/100 (50,000.00) shares of
common, voting stock of Client at the then current fair market
value.  Such options will commence on the date of board approval, and
shall vest over a period of thirty-six (36) months, subject to the standard
terms of Client’s Board of Advisors Agreement.

    

     

    9.           The
non-statutory options granted to Developer, pursuant to the previous two
paragraphs, contain, among other provisions, a provision indicating that upon
the acquisition of Client by a third party under a stock or asset purchase, that
the vesting will accelerate, allowing the holder of the options to exercise the
purchase of all option stock for a limited period of time.

    


    


    
      
        
        

      

      
        Page 3 of
Sonasoft/Integra Agreement

        
          

        

      

      
        
        

      

    

    

      
         

        
          	 	
                   6489 Camden
      Ave, Suite 105

                   San Jose, CA 95120

                   Phone: (408) 927-6200

                   Fax:      (408)
      927-9400

                


        

         

      

    

    10.         It
is understood that, in developing the Microsoft Archiving Solution, Developer
will come into contact with source code and other intellectual property of
Client (“Confidential and Proprietary Information”) which includes, in addition
to the code, any information and data, oral or written, relating to the Sonasoft
Products and future products including but not limited to any concepts,
opinions, data, schedules, know-how, designs, technical, operating, costs,
process, business and programming information and techniques, business models,
competitive strategies, and any documents or record bearing media disclosing
such information or techniques which are observed by the Developer or disclosed
by or transmitted from Client to the Developer.

    


    The
Developer shall treat all confidential or proprietary information in confidence
and shall protect the same with the same degree of care as that with which it
protects its own confidential or proprietary information.  The
Developer shall not, in the absence of the Client’s prior written consent,
disclose confidential or proprietary information received from the Client to any
person except their own authorized employees who require the same in connection
with fulfilling the purposes of this Agreement.  Any such employees
shall, prior to receiving any confidential and/or proprietary information, sign
a copy of an agreement containing these protective provisions and deliver it to
the Client. Notwithstanding the foregoing, the Developer shall have no
obligation with respect to any confidential or proprietary information
which:

    


    
      	
              (a)

            	
              is
      already in the Developer’s possession;
or

            


    

    


    
      	
              (b)

            	
              is,
      or becomes part of the public knowledge or literature through no wrongful
      act of the Developer; or

            


    

    


    
      	
              (c)

            	
              is
      approved for release in writing by the Client;
  or

            


    

    


    
      	
              (d)

            	
              is,
      or was developed independently or is furnished to a third party without a
      similar restriction on the third party's rights;
  or

            


    

    


    
      	
              (e)

            	
              is,
      or was already in the public domain;
or

            


    

    


    
      	
              (f)

            	
              is,
      or becomes the subject matter of a patent application which is later
      abandoned; or

            


    

    


    
      	
              (g)

            	
              is
      disclosed pursuant to the lawful requirement or request of a Government
      Agency.

            


    

    


    Nonetheless,
the Client shall retain ownership of all title documentation, including notes,
drawings, manual drafts, etc., submitted to the Developer for
review.  In addition, nothing in this Agreement is intended to grant
any rights under any patent or copyright of the Client.

    


    11.         All
code developed, utilized or implemented, except third party software agreed to
by Client, in the development of the Microsoft Archiving Solutions shall become
and/or remain the sole and exclusive property of Client.  The complete
and total ownership of such software is a material part of this Agreement and
inducement for Client to enter into this Agreement.

    
 

    
      
        
        

      

      
        Page 4 of
Sonasoft/Integra Agreement

        
          

        

      

      
        
        

      

    

    

      
         

        
          	 	
                   6489 Camden
      Ave, Suite 105

                   San Jose, CA 95120

                   Phone: (408) 927-6200

                   Fax:      (408)
      927-9400

                


        

         

      

    

    12.         Developer
will be appointed as a distributor of Sonasoft Products in India and Africa, on
terms and conditions to be agreed upon in a Distribution
Agreement.  It is anticipated that such agreement shall also delegate
the maintenance and support of Sonasoft Products to Developer, with an agreed
upon revenue sharing of the standard support and maintenance fee charge to
customers of Sonasoft Products.

    


    13.         Any
and all notices or other communications required or permitted by this Agreement
or by law to be served on or given to any party hereto, shall be in writing and
shall, except as otherwise expressly provided in this Agreement or by law, be
deemed duly served and given when personally delivered to the party to whom they
are directed, or in lieu of such personal service, when deposited in the United
States mail, first-class, postage prepaid, addressed to the party intended as a
recipient as follows:

    


    DEVELOPER

    


    Integra
Micro Systems (P) Ltd.

    #4 12th
Km Stone, Bellary Road

    Jakkur,
Bangalore  560 064

    Karnataka

    INDIA                                                                Attn:
Mahesh Kumar Jain

    


    CLIENT

    


    Sonasoft
Corp.

    6489
Camden Avenue

    Suite
105

    San Jose,
California  95120

    U.S.A.                                                                Attn:
Andy Khanna

     

    14.         All
questions with respect to the construction of this Agreement and the rights and
liabilities of the parties hereto shall be governed by the laws of the State of
California, U.S.A.  Any disputes arising out of this Agreement shall
be governed submitted to the American Arbitration Association in San Francisco,
California, and shall be governed by their rules.  Time is of the
essence of each and every provision of this agreement.  Subject to any
restrictions against assignments herein contained, this Agreement shall inure to
the benefit of and be binding on the assigns, successors in  interest,
personal representatives, estate, heirs, and legatees of each party
hereto.

     

     

    
      
        
        

      

      
        Page 5 of
Sonasoft/Integra Agreement

        
          

        

      

      
        
        

      

    

    

      
         

        
          	 	
                   6489 Camden
      Ave, Suite 105

                   San Jose, CA 95120

                   Phone: (408) 927-6200

                   Fax:      (408)
      927-9400

                


        

         

      

    

    15.         Developer
reserves the right to develop archiving software for platforms other than
Microsoft during the course of this Agreement or later, provided that such
development shall not use the Confidential and Proprietary Information of
Client.

    


    16.         Neither
Client nor any of its affiliates or agents will solicit any employee of
Developer who is or was involved in the development of the Microsoft Archiving
Solution, without the prior written consent of Developer.

    


    17.         This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which shall constitute one agreement
notwithstanding the fact that all parties are not signatories either on the same
date or to the same counterpart.

    


    18.         This
Agreement contains the entire understanding of the parties and constitutes the
sole and only agreement between them concerning the subject matter or the rights
and duties of any of them in connection with the items discussed in this
Agreement.  Any agreements or representations among the parties hereto
not expressly set forth in this Agreement are null and void.

    
      IN WITNESS WHEREOF; this
Agreement has been executed on the days and dates set out below:

     

    DEVELOPER

    


    Integra
Micro Systems (P) Ltd.

     

    By: /s/  Mahesh Kumar Jain                                                                                             Date:   November
1, 2007

           Mahesh
Kumar Jain

    


    CLIENT

    


    Sonasoft
Corp.

     

    By: /s/ 
Andy Khanna                                                                                                   
Date:   November 1, 2007

           Andy
Khanna