Exhibit 10.12


 


END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND PT MEGA MEDIA.


 


END-USER
SOFTWARE LICENSE AGREEMENT





 


 


This
End-User Software License Agreement (the “Agreement”) is made and effective on the 1st of March 2011,


 


	BETWEEN:	Duo
    Software (Pvt) Ltd. (the “Licensor”), a corporation organized and existing under the laws of the Republic
    of Sri Lanka, with its head office located at:
	 	 
	 	No.
    403,
	 	Galle
    Road,
	 	Colombo
    3,
	 	Sri
    Lanka.
	 	 
	AND:	PT.
    Megamedia Indonesia. (the “Licensee”), a corporation organized and existing under the laws of the Republic
    of Jakarta, with its head office located at:
	 	 
	 	Menuara
    Imperium 11th Floor,
	 	Jt.
    HR Rasuna Said Kav 4 No.
	 	Jakarta
    12980 
	 	Indonesia


 


RECITALS


 


WHEREAS,
Licensor has developed certain computer programs and related documentation more particularly described in Schedule A attached
hereto (the “Products”) and desires to grant Licensee a license to use the Software.


 


WHEREAS,
Licensee wishes to use the Software under the conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows:


 


1.
DEFINITIONS


 


The
following definitions shall apply to this Agreement:


 


“Software”
means the computer programs, database structure and documentation listed in Schedule A attached to this Agreement.


 


“Server”
means a computer with programs that provides services to other computer programs (and their users) in the same or other computers.


 


“Site”
means the location specified by the licensee for the implementation of the software.


 


“Client
Computer” means a user’s computer (PC, MAC, Workstation) the client term implies the computer is connected to
network where by the computer may request data from time to time from the Server.


 




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“Source
Code” is the collection of files needed to convert from human-readable form to some kind of computer-executable form.


 


“CAS
or Conditional Access System” means a system by which electronic transmission of digital media, especially satellite,
cable and DVB T television signals, are encrypted with a conditional base access policy to specific Subscribed Clients.


 


“DVB
T” is a short form for Digital Video Broadcasting Terrestrial.


 


“Head
end” means equipment’s or combination of equipment’s used for the purpose of decoding content, aggregation
of content, encoding, multiplexing, and distribution amplifiers used for the purpose of distributing content to Subscribed Clients.


 


“Subscribed
Clients” means users or customers of the licensee who subscribe for services rendered by the licensee and mostly for
a commercial consideration in return.


 


“Install”
means placing the Software on a computer’s hard disk, CD-ROM or other secondary storage device.


 


“Derivative
Works” means a work that is based upon one or more preexisting works, such as a revision, modification, translation,
abridgment, condensation, expansion or any other form in which such a preexisting work may be recast, transformed or adapted,
and that, if prepared without authorization by the owner of the preexisting work, would constitute copyright infringement.


 


“Use”
means (i) executing or loading the Software into computer RAM or other primary memory, and (ii) copying the Software for archival
or emergency restart purposes.


 


“LAN”
is a short form for Local Area Network.


 


“Local
Area Network” means a network linking number of computers and servers covering a small geographic area like an office,
within a building.


 


“Product”
means the computer programs, database structure and documentation listed in Schedule A attached to this Agreement.


 


“Subscriber”
means the customers of MEGAMEDIA, subscribing for each service provided by MEGAMEDIA. For the purpose of clarity a subscriber
is a single subscriber service account on the Software System. A customer may have one or more subscriber accounts


 


“WAN”
is a short form for Wide Area Network.


 


“Wide
Area Network” means a network of computers that covers a broad area (i.e., any network whose communications links cross
metropolitan, regional, or national boundaries), usually connecting a multiple number of LAN’s across broad geographical
boundaries.


 


“Territory”
means Indonesia.


 


“Request
For Proposals or RFP” means the request for proposals prepared by Licensee dated [*] and being responded to and accepted
by Licensor dated [*].


 


“Documentation”
means all operation’s and user manuals, training materials, guides, listings, specifications, and other materials for
use in conjunction with the Software.


 




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“Test/Lab
Environment” means the Licensee’s hardware set aside for testing or creating a simulation of the production environment
that is used to process actual subscriber usage.


 


“Agreement”
means this contract between Licensor and Licensee, which may be amended, modified or novated from time to time.


 


“License”
means a perpetual, non-exclusive license to use the Software and Documentation, subject to the terms and conditions as specified
in Schedule B.


 


“Software
Modification Request or SMR” means request from Licensee to Licensor to make a modification to the Software that is
outside the scope of this Agreement.


 


“Software
Requirement Specification or SRS” means response from Licensor to Licensee’s SMR which will provide the details
on the scope of work required to meet the SMR as well as proposed commercial terms.


 


“Functional
Scope Document or FSD” means mapping and alignment of the Licensee’s business objectives and processes to the
Software functionality.


 


“Acceptance
Test Criteria or ATC” means the mutually agreed upon test cases to be carried out as part of the User Acceptance Test
to demonstrate the successful implementation of the agreed upon scope of deliverables.


 


“User
Acceptance Test or UAT” means the execution of the agreed upon test cases defined in the ATC which if successfully completed
will lead to the Licensee issuing the Acceptance Certificate to the Licensor.


 


“Acceptance
Certificate” means the certificate to be issued by the Licensee to the Licensor upon the successful completion of the
UAT which upon issuance indicates the successful completion of the Software implementation.


 


“Active
Subscribers” means those subscribers that are currently receiving services from the Licensee and are up to date with
all payments due to the Licensee. Any Subscriber that has had its service suspended for any reason or has terminated its subscription
to the Licensee’s services is no longer considered an Active Subscriber.


  




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2.REPRESENTATIONS
AND WARRANTIES


 


Licensor
and Licensee mutually represent, undertake and warrant that as of the date of this Agreement:


 


	 	2.1	It
    is a limited liability company duly incorporated, validly existing and empowered by its charter to carry on business of the
    nature described in this Agreement.
	 	 	 
	 	2.2	It
    has full corporate power and authority to enter into this Agreement and to take any action and execute any documents required
    by the terms hereof.
	 	 	 
	 	2.3	Execution
    of this Agreement has been duly authorized by all necessary corporate proceedings and has been duly and validly executed by
    both parties and is a legal, valid and binding obligation of the respective parties enforceable in accordance with the terms
    hereof.
	 	 	 
	 	2.4	The
    signatories of this Agreement have been duly empowered and authorized to execute this Agreement and to perform all obligations
    in accordance with the terms herein set out.
	 	 	 
	 	2.5	There
    is no known event that could change the status of any of these representations and warranties in the next six months.


 


Licensor
hereby represents and warrants to Licensee that:


 


	 	2.6	Licensor
    is the owner of all rights, titles and interests, including copyrights, in all the Software, Documentation and any other licensed
    materials being granted to the Licensee.
	 	 	 
	 	2.7	Licensor
    has not granted any rights or licenses to the Software, Documentation and any other licensed materials that would conflict
    with Licensor’s obligations under this Agreement.
	 	 	 
	 	2.8	Licensor
    will not enter into any agreement with any third party which would affect Licensee’s rights under this Agreement, or
    bind Licensee to any third party, without Licensee’s prior written consent.
	 	 	 
	 	2.9	Licensee’s
    use of the Software, Documentation and any other licensed materials as authorized by this Agreement will not infringe any
    existing copyrights, trade secrets, patents or trademark rights of any third party. The Software, Documentation and other
    licensed materials are free from all liens, claims, encumbrances and other restrictions.
	 	 	 
	 	2.10	The
    Software and its use by the Licensee hereunder do not violate or infringe rights of any third party or laws or regulations
    of any governmental or judicial authority.
	 	 	 
	 	2.11	Licensee
    shall be entitled to use and enjoy the benefit of the Software, Documentation and any other licensed materials whilst this
    Agreement remains in force.
	 	 	 
	 	2.12	Licensee’s
    use and possession thereof hereunder shall not be adversely affected, interrupted or disturbed by Licensor or any entity asserting
    a claim under or through Licensor.


 


3.THE
SOFTWARE


 


The
Software shall consist of modules or components and shall perform functions and comply with the proposals and specifications,
identified in Schedule A and Schedule E of this Agreement. Each Software’s module or component, specification and proposal
included or referred to in Schedule A and Schedule E are expressly incorporated by reference herein. The Software will be and
has been tested on its reliability and functionality and there shall be no hidden defects or errors that shall prejudice or damage
the Licensee’s business operations.


 




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4.
DOCUMENTATION


 


The
Documentation shall consist of all operator’s and user manuals, training materials, listings, Software and module administration
guides, Software and module operation guide focusing and highlighting system functionality, installation guide and other materials
for use in conjunction with the Software. In addition, the Licensee’s Request of Proposals and the Licensor’s response
to the Request of Proposals will also be included as part of the Documentation. Upon completion, the FSD, ATC, UAT and Acceptance
Certificate will also be a part of the Documentation. Licensor shall deliver to Licensee two complete copies of the Documentation.
Licensee shall have the right, as part of the License granted herein, to make 10 copies of the Documentation for its own use.
If any additional copies of the Documentation for its own use are required the Licensee shall notify the Licensor, the numbers
of additional copies of the Documentation that are needed.


 


5.
SOURCE CODE


 


The
Software shall not include its Source Code form and will not include all relevant explanations and documentation of the Source
Code (collectively, “Commentary”). Licensor is not at any time required to deliver to Licensee, any copies of the
complete or partial Source Code contained on Licensee machine-readable media and a complete listing of the Source Code and Commentary,
unless the Licensor declares bankruptcy, becomes insolvent, or ceases to carry on with its software business or other similar
events.


 


In
case of the events above occurred to the Licensor, the Licensee will immediately be given a copy of the Source Code and Commentary
of the Software, and the Licensee will be given an unlimited right to use and modify the Source Code and Commentary for only the
Licensee’s operations.


 


6.OPERATING
ENVIRONMENT


 


The
Software, and each module or component and function thereof, shall be capable of operating fully and correctly on the combination
of the computer equipment (“Hardware”), the programming language and the operating system specifications in Schedule
D of this Agreement.


 


7.SOFTWARE
LICENSE TERMS


 


Licensor
hereby grants to Licensee a perpetual, non-exclusive License to use the Software and Documentation, subject to the terms and conditions
as specified in Schedule B. This License is effective when executed by both parties and the License granted to the Software remains
in force until termination of this Agreement.


 


In
granting this non-exclusive License to the Licensee by the Licensor, the Licensee will be allowed to utilize the Software system
on the following terms:




 




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Licensor
hereby grants to Licensee a non-exclusive License to install and use the Software on:




 


	 	1.	Multiple
    Server Licenses - up to four of the Licensee’s Servers (two in Live Servers and two in Test/Lab Environments) provided
    the Software will only be in use on Licensee’s client computer(s) at any time. If the Software is permanently installed
    on the hard disk or other storage device of a Server, one person may use the Software under the server licensing conditions,
    any further users of the application is to be determined under the Multiple Standalone computer licensing terms detailed below.
	 	 	 
	 	2.	Multiple
    Standalone Computer Licenses - unlimited number of single-user computers in the Licensee’s possession.
	 	 	 
	 	3.	Site
    Licenses - on any computer located at 10 sites specified by the Licensee for the use with two CAS and one Head-end connected
    to the two CAS operating at one regional site, provided by the Licensee.
	 	 	 
	 	4.	LAN
    and/or WAN Licenses - on the Licensee’s LAN and/or WAN, provided the total number of users who have access to the
    Software at any time does not exceed the Multiple Standalone Computer authorized number.


 


The
License terms are summarized in greater detail in Schedule B.


 


8.
SOFTWARE LICENSE FEES


 


As
consideration for the perpetual license to use the Software and Documentation granted to Licensee herein, Licensee shall pay to
Licensor the total sum as specified in Schedule C. The Licensee is to pay to Licensor three different type of payments:


 


	 	1.	Software
    Implementation Fee - this is to pay the Licensor to implement the Software and secure the User Acceptance Certificate
    in accordance with the timeline specified in Schedule F.
	 	 	 
	 	2.	One
    time Licensing Fee - is the onetime fee payable to the Licensor for Active Subscribers in excess of 30,000 and will be
    sold in packs of licenses of 2,500 Active Subscribers each.
	 	 	 
	 	3.	Annual
    Maintenance Fee - is the annual fee payable to the Licensor that will be based on a 20% of the total Software Implementation
    Fees and One time Licensing Fees already paid to the Licensor and shall commence from the 13th month after the
    issuance of the Acceptance Certificate and after Licensee have 10,000 Active Subscribers. The Annual Maintenance Fee is to
    compensate the Licensor for meeting the Service Level Agreement terms as specified in Schedule C.


 


The
License for the Software specified in Schedule A will be in effect upon the receipt of the 1st Software Implementation Fee payment.


 


9.
LICENSEE’S RIGHTS AND OBLIGATIONS


 


Licensee
has the right to:


 


	 	1.	Make
    one copy of the Software and related documents and data generated thereby solely for backup or archival purposes.
	 	 	 
	 	2.	Transfer
    the Software to a single hard disk, provided Licensee keeps the original solely for backup or archival purposes.


 




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	 	3.	Licensee
    may, at any time, without prior notice to or consent of Licensor, transfer the Software to any location other than the site
    of initial installation for use on any other central processing unit (CPU) which is owned or controlled by Licensee. Licensee
    shall thereafter promptly give Licensor notice of such new location.
	 	 	 
	 	4.	Licensee
    shall have the option to extend the License granted for four (4) Servers, as detailed in Clause 2, to more Servers by tendering
    a written request to Licensor and such acceptance may be made by the Licensor subject to commercial agreement.
	 	 	 
	 	5.	Licensee
    shall request for a modification to the Software by sending a Software Modification Request (SMR) document to the Licensor
    listing the requested modifications along with process flows and test cases. On the receipt of the SMR the Licensor shall
    carefully evaluate the document and dispatch a Software Requirement Specification (SRS) to the Licensee along with the commercial
    terms for such a modification. The Parties hereby agree that the commercial terms and fees shall be comparable and at market
    rate.
	 	 	 
	 	6.	The
    Software will be delivered by Licensor to location of choice of Licensee.


 


Licensee
has the following obligations:


 


	 	7.	The
    Licensee must treat the Software and Documentation like any other copyrighted material – for example a book.
	 	 	 
	 	8.	Cannot
    copy more than 10 copies of the Documentation
	 	 	 
	 	9.	Cannot
    copy the Software except to make archival or backup copies as provided above
	 	 	 
	 	10.	Cannot
    modify, enhance nor adapt the Software nor merge it into another program unless otherwise obtained by Licensor’s written
    consent.
	 	 	 
	 	11.	Cannot
    reverse engineer, disassemble, decompile or make any attempt to discover the Source Code of the Software.
	 	 	 
	 	12.	Cannot
    place the Software onto a server so that it is accessible via a public network such as the Internet.
	 	 	 
	 	13.	Cannot
    sublicense, rent, lease or lend any portion of the Software or Documentation unless to its affiliates companies.


 


10.
SOFTWARE INSTALLATION


 


Promptly
after delivery of the Software and Documentation to the Site, Licensor shall install and configure the Software in accordance
with Schedule F. The Software installation and acceptance process will incorporate the following steps:


 


	 	1.	Licensor
    notifying Licensee the name of the designated Project Manager along with the proposed Project Manager’s qualifications
    which according to Licensor view, shall be able to complete the project and Software as agreed in this Agreement.
	 	 	 
	 	2.	Licensee
    sending in writing its acceptance of the designated Project Manager.
	 	 	 
	 	3.	Licensee
    notifying the name and designation of persons who would be the single point contact to Licensor.
	 	 	 
	 	4.	Licensor
    designated Project Manager will work with designated Licensee persons for all project implementation activities.
	 	 	 
	 	5.	Analysis
    of Licensee’s business objectives and processes.
	 	 	 
	 	6.	Map
    and configure Licensee’s business objectives and processes to the Software.
	 	 	 
	 	7.	Gaps
    if any are understood and scope is finalized and documented in the Functional Scope Document (FSD).


 




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	 	8.	Licensee
    shall provide acceptance of the FSD and the necessary commercial approvals, if any.
	 	 	 
	 	9.	Licensor’s
    Project Manager will submit a detailed project plan to Licensee.
	 	 	 
	 	10.	Licensee
    shall provide written acceptance of the project plan.
	 	 	 
	 	11.	Licensor
    shall submit to the Licensee the Acceptance Test Criteria (ATC), described in Clause 11 below, and User Acceptance Test (UAT),
    described in Clause 12 below, for Licensee’s approval.
	 	 	 
	 	12.	Licensee
    shall approve or recommend modifications to the ATC and/or UAT.
	 	 	 
	 	13.	Licensee
    and Licensor shall agree upon the ATC and UAT.
	 	 	 
	 	14.	Licensor
    will deliver, install and configure the Software at the client location.
	 	 	 
	 	15.	Licensor
    will conduct the UAT on the Software thoroughly with test data using a sample of data supplied by the Licensee and converted
    and entered on to the Hardware by Licensor at its sole cost.
	 	 	 
	 	16.	Licensee
    to review the UAT results and either accept the project by issuing an Acceptance Certificate, described in Clause 13 below,
    or provide written details to the Licensor on why the software did not pass the UAT.
	 	 	 
	 	17.	If
    the Software did not pass the UAT, then the Licensor shall have 10 days in which to correct such defect and cause the Software
    to successfully pass all such tests.
	 	 	 
	 	18.	If
    for whatever reason the Licensor fails to pass the UAT after more than 20 days after the targeted Acceptance Date as detailed
    in Schedule F, the Licensee shall have the right to cancel the project and be paid back all amounts that had been paid to
    the Licensor.
	 	 	 
	 	19.	Licensor
    shall deliver the final Documentation that accurately reflects the final state of the Software after the UAT has been passed.
	 	 	 
	 	20.	Licensor
                                         shall train the identified personals at Licensee’s location, as discussed in Clause
                                         14 below and all cost of transportation and accommodation shall be for the account of
                                         Licensor.






 


The
Licensee shall be responsible to provide all of the required Hardware except for any special software where the Licensor is to
provide the hardware as is specified in Schedule D.


 


11.
ACCEPTANCE TEST CRITERIA (ATC)


 


Licensee
and Licensor agree that the acceptance of the Software shall be based on certain criteria. These criteria shall be documented
by the Licensor in the form of the Acceptance Test Criteria (ATC) document and will be submitted to Licensee for approval. The
ATC shall be in line with the agreed scope of deliverables and shall include the Licensee’s business objectives, goals and
workflows keeping in view of normal business practices and standards, to be met by Licensee while using the Software and achieving
its day-to-day and periodical business functions efficiently.


 


Licensor
shall submit the ATC document, covering the agreed upon test cases. Test cases will be covered on various business functions and
scenarios. The ATC document shall be submitted by Licensor to Licensee in accordance with Schedule F. Licensee shall review the
ATC document and send their feedback/confirmation and acceptance as soon as possible.


 




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12.
USER ACCEPTANCE TEST (UAT)


 


Once
the requirements of Licensee’s workflows and business processes are mapped and configured into the Licensor’s software
and tested with test data on the test environment, the Software is ready for carrying out the UAT. The UAT shall be carried out
based on the ATC document approved by Licensee.


 


The
UAT includes the following tasks:


 


	 	●	Licensee
    shall nominate a project coordinator who shall verify the deliverables and solution and provide acceptance sign off to Licensor.
	 	 	 
	 	●	Licensor’s
    designated Project Manager will work with designated Licensee’s person(s) to prepare the test plan and execute the UAT.
	 	 	 
	 	●	Licensor
    will deliver and install the software as per the agreed scope of deliverables.
	 	 	 
	 	●	Licensee
    shall carry out the test cases as per the ATC and shall formally award either (i) acceptance or (ii) Non-Acceptance to Licensor.


 


The
Software will be tested as per the approved ATC document and any one of the following status is marked against each test case:


 


	 	●	Passed
	 	 	 
	 	●	Failed
	 	 	 
	 	●	Skipped


 


Appropriate
reasons shall be mentioned in case of “Failed” and/or “Skipped” test cases by Licensee. On completion
of testing all the test cases, Licensor shall submit the test case result document to the Licensee.


 


Based
on the test results, Licensee shall formally award either (i) acceptance of such Software in writing (‘Acceptance’)
or (ii) non-acceptance of such Software in writing (“Non-Acceptance”) for any non-conformance of such Software with
the agreed scope of deliverables and Functional Scope Document (FSD).


 


Licensee
may submit to Licensor any other observations, suggestions made during the UAT and or any change or enhancements that might be
required or recommended. Licensor will review the same and shall get back with their comments within 2 weeks from the date of
acceptance. However these points will not be a part of the UAT. These will be categorized as follows:


 


	 	●	Enhancement:
    This category of issues would require a detailed analysis, freezing the scope, deciding the delivery schedule and commercials
    if any.
	 	 	 
	 	●	Change
    in Requirement: This category of issues would require a detailed analysis, freezing the scope, deciding the delivery schedule
    and commercials if any.
	 	 	 
	 	●	Customization:
    This category of issues is typically outside the product that can be taken up as and when needed during the implementation.
    For these points there should be an agreement by both parties on scope, time and commercials.
	 	 	 
	 	●	Configuration:
    This category of issues requires specific configuration in the Software to demonstrate the features.
	 	 	 
	 	●	Bugs:
    This category of issues are the bugs reported and are fixed as per the Service Level Agreement (SLA). If there is delay or
    business interruptions that are caused by the bugs in the Software, Licensee shall have the right to a reduction in the Annual
    Maintenance Fee that shall be paid by Licensee to Licensor which shall be elaborated in the Service Level Agreement.


 




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13.ACCEPTANCE
CERTIFICATE


 


After
the successful completion of the UAT, the Licensee shall sign an Acceptance Certificate indicating its formal acceptance of the
Software implementation. Upon signing of the Acceptance Certificate both Licensee and Licensor will consider the project implementation
successfully completed.


 


14.TRAINING


 


The
License Fee includes all costs for the training of Licensee’s employees on the use and operation of the Software on the
Hardware, including instruction in any necessary conversion of Licensee’s data for such use. Pursuant to a mutually agreed
upon schedule, Licensor shall provide experienced and qualified personnel to conduct up to 14 full eight-hour days of such training
of groups of up to six employees or other personnel of Licensee at a location or locations designated by Licensee within the Territory.


 


15.
SOFTWARE MAINTENANCE


 





During
the implementation period, first year of use, and the period covered by the maintenance terms, Licensor shall promptly notify
Licensee of any defects or malfunctions in the Software or Documentation of which it learns from any source. Licensor shall promptly
correct any defects or malfunctions in the Software or Documentation discovered during the validity of this in accordance with
the Service Level Agreement (SLA) specified under Clause 16 of this Agreement. Any defects or malfunctions will be rectified and
the Licensor shall provide the Licensee with corrected copies of same, without additional charge. Licensor’s obligation
hereunder shall not affect any other liability which it may have to Licensee.




 


Licensor
shall provide to Licensee, without additional charge, copies of the Software and Documentation revised to reflect any enhancements
to the Software made by Licensor during the validity of this Agreement as long as the customer continues to pay for the Annual
Maintenance Fee or as specified in a separate agreement. Such enhancements shall include all modifications to the Software which
increase the speed, efficiency or ease of operation of the Software, or add additional capabilities to or otherwise improve the
functions of the Software.


 




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	16.
    	SERVICE
    LEVEL AGREEMENT


 


In
connection with the Licensee’s Use and operation of the Software or any problems therewith, during the Term of this Agreement
or any extended Term, if any, the Licensor shall provide to the Licensee, without additional charges, (i) 24x7 telephonic support
and (ii) remote support. In case there is an issue in the application due to Licensor’s fault, and Licensor needs to send
some engineers to support Licensee, Licensor will be responsible for all expenses. The Licensor shall use best efforts to resolve
the issues reported by the Licensee (via email/fax, or service ticket, or by remote assistance or by onsite support) within such
timeframe, as is set forth in the tabular chart below, as may be applicable depending on the criticality of the reported issue:




 


	Level
    of Criticality	 	Resolution
    Timeframe
	Critical
                                         - Severe Operational Impact, Total failure of the Software.
	 	Within
                                         24 hours of the issue being reported by the Licensee if resolution can be provided by
                                         remote support.

         

        Within
        48 hours if the issue reported requires onsite engineer.

	 	 	 
	High
    - Intermittent Product Failure, Loss of Some Functionality, No Workaround Available Moderate Degradation in Performance or
    Functionality.	 	Within
    48 hours of the issue being reported by the Licensee.
	 	 	 
	Medium
    - Minor Operational Impact, Workaround Available, Product Feature not working to Specifications.	 	Within
    21 days of the issue being reported by the Licensee, provided that a workaround is given.


 


All
costs associated with resolving the issue reported by the Licensee shall be borne by Licensor unless the issue was caused due
to the fault of the Licensee.


 


If
the issue was caused by the Licensee or should there be a higher level of service required the Licensee and Licensor shall jointly
define the higher level of service and commercial terms.


 


Provided
the Licensee is up to date in making all Annual Maintenance Fee payments, the Licensor will be responsible to provide to Licensee
in a timely fashion all patches or updates to the Software that it develops along with documentation explaining the purpose and
installation procedures for any such patches or updates.


 


In
the event the above Service Level Agreement is not met by the Licensor, Licensee shall have the right to pay only 50% of the agreed
Annual Maintenance Fee for the said year. However if the licensor provides a satisfactory explanation to the licensee stating
for the reasons for the breach of the Service Level Agreement, the licensee at its sole discretion may pay more than 50% of the
agreed Annual Maintenance Fee.


 




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	17.
    	CHANGES
    IN THE SCOPE OF WORK


 


The
Licensor’s basis for implementation of the Software is the scope defined in the FSD. After starting the assignment, if Licensor
finds any deviations to the scope defined, change management processes would be triggered and the Licensor will be given an opportunity
to submit a revised commercial proposal covering the charges for the work to be completed as per the enhanced scope of work. Licensor
will proceed with the rest of the work only after confirming the revised commercial proposal with Licensee. The additional/revised
scope will not form part of the UAT. Any change request shall be taken up as a separate activity with a separate delivery schedule
and UAT.


 


	18.	UPDATES
    AND REVISIONS


 


During
the valid period of this Agreement, the Licensor will advise the Licensee of any updates or revisions that Licensor is incorporating
into the Software. On Licensee’s request a single copy of the Software incorporating this type of change will be sent to
Licensee in object form and Licensor will grant Licensee a non-exclusive, nontransferable license to use it subject to the same
terms that are set out elsewhere in this Agreement.




 


	19.
    	TERMINATION


 


Licensor
shall have the right to terminate this License if Licensee fails to perform any obligation required of Licensee under this Agreement
and Licensee does not fix any such breach within 14 days or if Licensee becomes bankrupt or insolvent. Licensee shall have the
right to immediately terminate this License if Licensor fails to perform any obligation required of Licensor under this Agreement
or if Licensor becomes bankrupt or insolvent. This License Agreement takes effect upon Licensee’s use of the software and
effective until terminated. Licensee may terminate this Agreement at any time for whatever reasons by giving three months’
notice to the Licensor and in such a case the Licensee must cease to use the Software and Documentation in its possession. It
will also automatically terminate if Licensor fails to comply with any term or condition of this Agreement.




 


Upon
termination of this License, Licensee shall return to Licensor or destroy the original and all copies of the Software except copies
that are needed by applicable laws and regulations or corporate data keeping. Licensor shall have a reasonable opportunity to
conduct an inspection of Licensee’s place of business to assure compliance with this provision.


 




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	20.	WARRANTY


 


Licensor
warrants that for a period of term of this contract and after delivery of the Software to Licensee:


 


	 	A.	The
    Software will be delivered in electronic form, including files transferred or downloaded from the internet or on physical
    media, and will be free from defects in materials and workmanship under normal use; and,
	 	 	 
	 	B.	The
    Software will perform in substantial accordance with the FSD.


 


	21.	LIMITED
    REMEDY


 


Licensor’s
entire liability and Licensee’s exclusive remedy shall be:


 


The
replacement of any CD-ROM(s) or other media not meeting the Warranty which is returned to Licensor due to damage will be replaced
by the Licensor within 3 days.


 


IN
NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE (EVEN IF LICENSOR OR AN AUTHORIZED DEALER OR DISTRIBUTOR
HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY).


 


IN
NO EVENT WILL LICENSEE BE LIABLE TO LICENSOR FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT OR USE OF THE SOFTWARE (EVEN IF LICENSEE OR AN AUTHORIZED DEALER, DISTRIBUTOR
OR REPRESENTATIVE OF THE LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.


 


	22.	TITLE
    TO SOFTWARE


 


Licensor
retains title to and ownership of the Software and all enhancements, modifications and updates made by Licensor on the Software.


 


	23.	CONFIDENTIALITY


 


Each
party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes
or procedures or any other confidential, financial or business information of the other party which it learns during the course
of its performance of this Agreement, without the prior written consent of such other party. This obligation shall survive the
cancellation or other termination of this Agreement.


 


The
Software contains trade secrets and proprietary know-how that belong to the Licensor and it is being made available to the Licensee
in strict confidence.


 


HAVING
DUE REGARDS TO THE PREVAILING COPYRIGHT LAWS, ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCALS OR INTERFACES,
OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS. Exception
to this, is if the disclosure is mandated by law or for the requirements of the investigation agency, the tax agency, auditing
or for credit units to assess the authenticity of the software.


 




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	24.
    	PUBLICITY


 


Licensor
shall not refer to the existence of this Agreement in any press release, advertising or materials distributed to prospective customers,
without the prior written consent of Licensee and vice versa.


 


	25.
    	LICENSOR’S
    PROPRIETARY NOTICES


 


Licensee
agrees that any copies of the Software or Documentation which it makes pursuant to this Agreement shall bear all copyright, trademark
and other proprietary notices included therein by Licensor and, except as expressly authorized herein, Licensee shall not distribute
same to any third party without Licensor’s prior written consent.


 


	26.
    	ASSIGNMENT


 


Licensee
may assign this Agreement to any subsidiary or affiliate under its control, or as part of the sale of that part of its business
which includes the Hardware or any substantial portion of its data processing facilities, or pursuant to any merger, consolidation
or other reorganization, without Licensor’s consent, upon notice to Licensor. Licensor shall not assign this Agreement without
Licensee’s prior written consent, which shall not be unreasonably withheld. An assignee of either party, if authorized hereunder,
shall have all of the rights and obligations of the assigning party set forth in this Agreement.


 


	27.
    	INDEMNITY


 


Licensor
agrees to indemnify and hold harmless Licensee and its subsidiaries or affiliates under its control, and their directors, officers,
employees and agents, against any and all losses, liabilities, judgments, awards and costs (including legal fees and expenses)
arising out of or related to any claim that Licensee’s use or possession of the Software or Documentation, or the license
granted hereunder, infringes or violates the copyright, trade secret or other proprietary right of any third party. Licensor shall
defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that Licensee gives Licensor
prompt notice of any such claim of which it learns. No settlement which prevents Licensee from continuing to use the Software
as provided herein shall be made without Licensee’s prior written consent. In all events, Licensee shall have the right
to participate in the defense of any such suit or proceeding through counsel of its own choosing.


 




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	28.
    	DISPUTE
    RESOLUTION


 


In
the event of a dispute between the parties concerning any aspect of this Agreement the parties shall meet in good faith to resolve
the dispute.


 


In
the event of the dispute is not resolved within fifteen (15) days from the first meeting of the Parties as set out above, any
dispute arising out of or in connection with the terms and conditions herein, or the breach, termination or invalidity thereof,
either Party may refer the dispute to the Singapore Mediation Centre (“SMC”) for mediation in accordance with the
procedures set out by the SMC.


 


In
the event that such dispute cannot be resolved or settled through mediation as set out above, the dispute shall thereafter be
referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International
Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference
in this clause.


 


The
arbitration tribunal shall consist of a sole arbitrator to be appointed by the Chairman of the Singapore International Arbitration
Centre (“SIAC”). The language of the arbitration shall be English.


 


The
Parties hereby agree to keep confidential any proceedings brought under the provisions herein. Such confidentiality shall extend
to any agreement reached between the Parties for the settlement of any dispute or any Arbitral findings.


 


	29.
    	ATTORNEY
    FEES


 


If
any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs
and expenses in addition to any other relief to which it may be entitled after a final judgment is rendered.


 


	30.
    	LIMITED
    LIABILITY


 


Unless
otherwise expressly stated herein, Licensor shall not be liable to Licensee for any consequential damages arising out of Licensor’s
breach of this Agreement.


 


Unless
otherwise expressly stated herein, Licensee shall not be liable to Licensor for any consequential damages arising out of Licensee’s
breach of this Agreement.


 


	31.	NOTICE


 


All
notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if sent by certified
mail, return receipt requested, to the parties at the respective addresses set forth below or to such other address as the party
to receive the notice has designated by notice to the other party.


 




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Licensor


 


Ms.
Eresha Kumburulanda,


Manager
Legal,


Duo
Software (Pvt) Ltd.


403
Galle Road,


Colombo
3,


Sri
Lanka.


 


Licensee


 


Mr.
Supeno Lembang 

CEO


Menuara
Imperium 11th Floor,


Jt.
HR Rasuna Said Kav 4 No.


Jakarta
12980 

Indonesia


 


	32.	GOVERNING
    LAW


 


This
Agreement shall be governed by and construed under the laws of Indonesia.


 


	33.
    	SEVERABILITY


 


If
any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall
not be impaired thereby.


 


	34.	NO
    WAIVER


 


The
failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.


 


	35.
    	FORCE
    MAJEURE


 


Should
any contingencies arises which prevent the complete or partial fulfillment by either of the parties of their respective obligations
under this contract, namely Fire, Acts of God, prohibition of export, arrest and restrain of Rules, Government or any other causes
beyond the parties control, the time stipulated for fulfillment of the obligations shall be extended for a period equal to that
during which such contingencies will remain in force with a maximum of thirty (30) days.


 


If
a force major situation arises, the parties to this Agreement shall notify in writing within fourteen (14) days with evidence
showing the force major.


 




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	36.	COMPLETE
    AGREEMENT


 


This
Agreement sets forth the entire understanding of the parties as to its subject matter and may not be modified except in writing
executed by both parties.


 


This
contract comes into effect as of the date of signing.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above, with full knowledge of its content
and significance and intending to be legally bound by the terms hereof.


 


	Licensor	 	Licensee
	 	 	 
	/s/
    MUHUNTHAN CANAGEY	 	/s/
    SUPENO LEMBANG
	Authorized
    Signature	 	Authorized
    Signature
	 	 	 
	MUHUNTHAN
    CANAGEY, CEO	 	SUPENO
    LEMBANG, CEO
	Print
    Name and Title	 	Print
    Name and Title




 




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SCHEDULE
A 


COMPUTER
PROGRAMS AND DOCUMENTATION


 


Duo
Subscribe Ver. 4.9, Proposed Enterprise Edition


 




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SCHEDULE
B


LICENSING


 


DuoSubscribe
Version 4.9, Proposed Enterprise Edition


 


	Multiple
    Server Licenses - 	Four
	 	 
	Standalone
    Computers and user licenses -	Unlimited


 


Site
Licenses - on any computer located at the sites specified by the Licensee for the use with one Head-end connected to the CAS operating
at the site, provided by the Licensee.


 


LAN
and/or WAN - on the Licensee’s LAN and/or WAN, provided the total number of users who have access to the Software at any
time does not exceed the Multiple Standalone Computer authorized number


 




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SCHEDULE
C


PAYMENT
SCHEDULE


 


Application
Implementation Fee payable


 


	DuoSubscribe
    Subscribe Proposed Enterprise Edition Implementation Fee	US$
    50,000.00


 


All
prices quoted above in United States Dollar.



 


Software
Implementation Fee Payment Schedule


 


		#1
    -	40%
    upon signing of this Agreement
	 	#2
    -	30%
    at the time of implementation
	 	#3
    -	30%
    upon Licensee issuing the User Acceptance Certificate


 


One
time Subscriber License Fee for Subscribers Category A


 


	Subscriber
    License Fee up to 30,000 Subscribers	 	Free
	For
    additional subscribers after 30,000	 	US$
    1.50 p.s.
	For
    additional subscribers Licenses purchased from the 4th year after 75,000 subscriber license	 	US$
    1.00 p.s.


 


All
prices are quoted in United States Dollar 

P.S. - Per subscriber


 


	 	●	Minimum
    guaranteed licenses purchased for the 1st year shall be - US$ 45,000.00
	 	 	 
	 	●	Minimum
    guaranteed licenses purchased for the 2nd and 3rd year shall be - US$ 75,000.00
	 	 	 
	 	●	Minimum
    guaranteed licenses purchased for the 4th and 5th year shall be - US$ 90,000.00
	 	 	 
	 	●	One
    time active subscriber license fee will be sold in 2,500 license pack
	 	 	 
	 	●	Subscriber
    category A shall refer to Post Paid or Pre Paid customers who subscribe for pay packages on a continued or part basis on the
    date of activation


 




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One
time Subscriber License Fee for Subscribers Category B


 


	Subscriber
    License Fee (One time)	US$
    1.00 p.s.
	 	 
	Share
    of Revenue (Continuous)	10%
    of Revenue for that respective year subject to a 20% of maximum revenue of the Subscriber License fee for that subscriber


 


All
prices are quoted in United States Dollar P.S. - Per subscriber


 


	 	●	One
    time active subscriber license fee for Subscriber Category B will be sold in 2,500 license pack
	 	 	 
	 	●	Subscriber
    Category B shall refer to Post Paid or Pre Paid customer who do not subscribe for any pay packages on the date of activation


 


Annual
Maintenance Contract


 


	Annual
    Maintenance Fee	20%
    of total solution price (Initial cost + Subscriber License)


 


However
AMC commences at the end of 6 months (on the expiry of the warranty).


 




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SCHEDULE
D


 


HARDWARE,
PROGRAMMING LANGUAGE AND OPERATING SYSTEM


 


	Production
    Servers	 	Recommended
    Hardware Specification	 	Remarks
	DuoSubscribe
    - DB Server	 	Quad
    – Core Intel® Xeon® processors 3GHz/16Gb RAM/300 GB SAS 15K RAID 1, MS Windows
    Server 2008, and SQL Server 2008	 	Minimum
    of 2 Servers for Redundancy
	DuoSubscribe
    - DB Server Reporting	 	Quad
    – Core Intel® Xeon® processors 3GHz/16Gb RAM/300 GB SAS 15K RAID 1, MS Windows
    Server 2008, and SQL Server 2008	 	 
	Provisioning
    Application and Policy executor, and 3rd Party connectivity	 	Quad
    – Core Intel® Xeon® processors 3GHz/16Gb RAM/300 GB SAS 15K RAID 1, Windows
    2008 Server	 	 
	Applications
    and Reporting Server with Citrix Server	 	Quad
    – Core Intel® Xeon® processors /16Gb RAM/173 GB SAS RAID 1/5	 	Please
    speak to CITRIX for specifications based on no. users


 


	Test
    & Training	 	Recommended
    Hardware Specification	 	Remark
	DuoSubscribe
    DB	 	Intel®
    Dual CoreTM , 16G RAM/300 GB with RAID 1 or RAID 10	 	 
	DuoSubscribe
    Application	 	Intel®
    Dual CoreTM , 8GB RAM/300 GB with RAID 1	 	 


 


Note:
The above specification may vary based on the number of subscribers. The above is only an indicative requirement for running of
the licensed application.


 




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Table
1


 


	Third
    Party Software	 	Description	 	Remarks
	Operating
    System Server License	 	MS
    SQL Server 2008 license	 	 
	Database
    Server License	 	Windows
    2008 Server Enterprise license	 	 
	Citrix
    Server	 	CITRIX
    XEN Server license (Five license pack)	 	 


 


Table
2


 


	End
    Users Desktops	 	Recommended
    Hardware Specification
	Standard
    Users	 	Intel®
    Centrino or above /512 MB RAM/60 GB
	Web
    users	 	Compatible
    with Browser
	Citrix
    Users	 	Compatible
    with Citrix Client


 




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SCHEDULE
E 


SOFTWARE
FEATURES SUMMARY


 


Table
3



 


Promotion
Planning


 


	Promotion
    Planning Module Features	 	Proposed
    Enterprise Edition
	Standard
                                         Promotion planning

        Allows
        the users to create promotions using start up kits, delivery and installation services, and channel packages. The pricing
        for these products and services can be modified by changing the price or offering discounts. The promotions can have and
        expiry date.
	 	✓
	Attach
                                         Startup kit to promotion

        Attach
        a start-up kit including all required hardware components for the promotion.
	 	✓
	Allocate
                                         price for startup kit items

        Assign
        price for individual start-up kit items.
	 	✓
	Attach
                                         base channels to promotion

        Base
        channels can be attached to a promotion by attaching a channel package. These channels will be provided with the promotion
        whenever it is issued to a customer.
	 	✓
	Allocate
                                         price for base channel package

        Assign
        price for base channel package which would be issued with the promotion.
	 	✓
	Attach
                                         a la carte

        A
        la carte channels which could be provided with the specific package. Any required channel or group of channels from the
        relevant a la carte channels can be selected and provided with the promotion.
	 	✓


 




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	Promotion
    Planning Module Features	 	Proposed
    Enterprise Edition
	Assign
                                         subscription fee for a la carte channels

        A
        subscription fee can be assigned for a la carte channels. This fee will be applicable on the periodic bill generated for
        customers.
	 	✓ 
	Assign
                                         expiry period for a la carte channels

        A
        limited time frame can be assigned for allocation of a la carte channels. This can be done by specifying an expiry date
        or specify a minimum offer period.
	 	✓
	Attach
                                         delivery and installation items

        Items
        to be delivered and installed with the specific promotion can be attached.
	 	✓ 
	Tariff
                                         based Main Bouquet

        Rather
        than selling the main channel bouquet at a fixed price, a tariff can be set up based on the number of subscription months,
        so customers commit for longer and enjoy the same bouquet at a lower price.
	 	✓
	Fixed
                                         period Main bouquet

        The
        customers should subscribe for a specific period (Ex: 1 year).
	 	✓
	Tariff
                                         based Ala Carte channels

        Sales
        mechanism similar to tariff based main bouquet.
	 	✓
	Fixed
                                         period Ala Carte Channels

        Sales
        mechanism similar to fixed period main bouquet.
	 	✓


 




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	Promotion
    Planning Module Features	 	Proposed
    Enterprise Edition
	Channel
                                         Package change Tariff

        Configure
        any down grade fees or early cancellation fees when changing channel packages.
	 	✓
	Promotion
                                         change fees

        To
        configure any promotion down grade / upgrade charges when changing the promotion.
	 	✓
	User
                                         wise promotion restriction

        Impose
        restrictions on the specific users who can issue certain packages.
	 	✓
	Geographically
                                         promotion restriction

        Impose
        restriction on the regions that can issue certain packages.
	 	✓
	Complimentary
                                         a la carte channels

        The
        service provider will be able to issue complimentary a la carte channels from a given list of channels to customers.
	 	✓
	Package
                                         change configurations

        Configure
        all parameters applicable for package changes made based on customer request.
	 	✓
	Attach
                                         mini packages and set plans

        Mini
        packages including a group of components and other set plans can be attached to a promotion.
	 	✓
	Member
                                         Referral Program

        Maintain
        the member giving referral and being referred, as well as incentive/discount to be applied in the referral program.
	 	✓


 




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Inventory
Management


 


	Inventory
    Management Module Features	 	Proposed
    Enterprise Edition
	Direct
                                         GRN

        Allows
        the users to receive goods into the stores directly from suppliers. Supplier information can be captured at the time the
        goods are received.
	 	✓
	Inter-warehouse
                                         transfer GRN

        Goods
        can be transferred among stores. The details of the stores between which the goods are transferred are captured. #
	 	✓
	Item
                                         wise goods receipt

        Goods
        can be accepted to stores according to the individual item. The serial number of each item will be captured.
	 	✓
	Replacement
                                         goods receipt

        Goods
        which have been damaged can be replaced. The replacement items can be accepted into the stores and a GRN issued accordingly.
	 	✓
	Barcode
                                         reading for goods receipt

        Bar
        code readers can be used to receive goods into the warehouse.
	 	✓
	Stock
                                         in transit monitoring

        The
        stock which is in transit can be viewed in a report when needed.
	 	✓
	Customer
                                         pick up

        Enable
        the customer to pick up the good directly from the stores rather than deliver it to the customer.
	 	✓


 




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	Inventory
    Management Module Features	 	Proposed
    Enterprise Edition
	Main
                                         Store information management

        Define
        main store information.
	 	✓
	Sub
                                         store information management

        Define
        and manage multiple levels of stores.
	 	✓
	Manage
                                         supplier information

        Define
        and maintain all supplier information.
	 	✓
	Stock
                                         Summary view

        View
        stock summary of any required store.
	 	✓
	Serial
                                         Master viewer

        View
        serial numbers of items available in a store.
	 	✓
	Inventory
                                         Configuration Settings

        Provide
        privileges to each store and specify the types of transactions that could be done at each store.
	 	✓
	Multiple
                                         warehouse types configuration

        Warehouse
        types such as main, sub and regional can be configured.
	 	✓


 




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Delivery
Planning and Installation


 


	Delivery
    Planning and installation Module Features	 	Proposed
    Enterprise Edition
	Setup
                                         Delivery and Installation Services

        Setup
        all delivery and installation services that will be performed by the service provider.
	 	✓
	Delivery
                                         Service assignment for promotion

        Delivery
        services can be assigned to a promotion to ensure that whenever that promotion is chosen by a customer a delivery request
        is invoked.
	 	✓
	Automated
                                         Delivery Request generation

        Delivery
        requests will be generated automatically after the customer has made the payment. If required, a manual delivery request
        can be entered.
	 	✓
	Delivery
                                         Request Viewer

        View
        Delivery and installation request list for new accounts.
	 	✓
	Setting
                                         up Delivery Vehicle

        Assign
        vehicle for delivery item according to area or items to be delivered.
	 	✓
	Setting
                                         up Delivery Teams

        Assign
        team for delivery item according to area, items to be delivered, technical expertise.
	 	✓
	Schedule
                                         delivery events

        A
        detailed schedule can be prepared where deliveries can be scheduled as required.
	 	✓
	Detailed
                                         schedule view

        The
        complete schedule of delivery, installation and service request items can be viewed when required.
	 	✓
	Inventory
                                         handling for Deliveries

        Issuing
        Inventory to be delivered and accepting the returns and excess stocks.
	 	✓
	Plan
                                         modifications

        Authorized
        personnel can modify the delivery plan and add on or edit necessary delivery items.
	 	✓
	Deliver
                                         and install prior to customer registration

        The
        delivery and installation can be carried out prior to registration of a customer account. This can be done for customers
        who are saved as leads.
	 	✓
	Trouble
                                         shooting / service requests

        Handle
        trouble shooting and service requests made by customers for existing accounts.
	 	✓


 




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DUOSOFTWARE (PVT) LTD AND PT MEGA MEDIA.






 


Customer
Registration


 


	Customer
    Registration Module Features	 	Proposed
    Enterprise Edition
	Individual
                                         Customer Registration

        An
        individual is registered as a customer.
	 	✓
	Corporate
                                         Customer Registration

        A
        business or other entity is registered as a customer.
	 	✓
	Lead
                                         Management

        Customers
        can be registered and maintained as sales leads.
	 	✓
	Employment
                                         Information

        Capture
        the customer’s employment information.
	 	✓
	Customer
                                         segmentation

        Customers
        can be segmented into desired groups.
	 	✓
	Capture
                                         family and other information

        Household
        details, preferences and other information can be captured.
	 	✓
	Document
                                         attachment

        Attach
        photographs and other documents relating to the customer.
	 	✓
	Multiple
                                         account creation

        Create
        multiple accounts for a single customer.#
	 	✓
	Dealer
                                         information specification

        Enable
        the user to enter information regarding the dealer from whom the account was obtained.
	 	✓
	Customer
                                         search

        Search
        for customers using any field.
	 	✓
	Account
                                         search

        Search
        for an account using any criteria.
	 	✓
	Customer
                                         history viewer

        The
        entire history of all changes made to a customer profile or account will be maintained. All relevant changes and the authors
        of these changes will be identified.
	 	✓
	Initial
                                         Invoice Generation

        Invoices
        can be generated and printed when a new account is created.
	 	✓


 




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 END-USER
                                         SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND PT MEGA MEDIA.


 


Billing


 


	Billing
    Module Features	 	Proposed
    Enterprise Edition
	Manual
                                         Billing

        The
        billing process can be invoked manually.
	 	✓
	Automated
                                         Billing cycles

        Automated
        billing cycle assignments where billing cycles can be executed based on activation date.
	 	✓
	Bill
                                         adjustments

        Enable
        authorized personnel to make adjustments to bills at any point of time.
	 	✓
	Bulk
                                         bill adjustments

        Bulk
        adjustments to bills of the entire subscriber base or a group of subscribers can be carried out when required.
	 	✓
	Prorated
                                         package calculator

        Calculate
        the rate of a package where prorated charges will be applicable.
	 	✓
	Global
                                         messaging and bill reminders

        Generate
        SMS, TVMS, and Email to remind customers regarding their bills.
	 	✓
	Email
                                         bill

        Send
        bills to customers via Email.
	 	✓
	Bill
                                         to TV

        The
        TV could be sent to the customers TV as a TVMS if required.
	 	✓
	Export
                                         bills to 3rd parties

        Bills
        can be exported and provided to 3rd party mailing / courier companies for print and dispatch.
	 	✓


 




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END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND PT MEGA MEDIA.



 


	Billing
    Module Features	 	Proposed
    Enterprise Edition
	Bulk
                                         remark upload

        Remarks
        from courier companies regarding status of delivery can be uploaded in bulk.
	 	✓
	Bill
                                         configuration settings

        Enable
        authorized personnel to set package and billing configurations for a customer.
	 	✓
	Late
                                         fee application

        Late
        fees can be applied for payments made after a certain day.
	 	✓
	Additional
                                         sales billing

        Additional
        items obtained during the billing cycle to be added on the bill for the period.
	 	✓
	Service
                                         call billing items

        Chargeable
        requests for service calls and maintenance to be added onto the bill.
	 	✓
	Standing
                                         Order

        Enable
        customers to settle bills via credit card or bank based standing orders.
	 	✓
	Prepaid
                                         billing

        Billing
        based preloaded balances and usage.
	 	✓


 


 




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END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND PT MEGA MEDIA.



 


Payments


 





	Payments
    Module Features	 	Proposed
    Enterprise Edition
	Initial
        Receipts

        Generate
        receipts for initial payment made by customer to obtain services. Payments can be made using multiple methods including
        cash, credit card or cheque.
	 	✓
	Bulk
        payment processing

        Enable
        the customer to pay for more than one invoice at a time.
	 	✓
	Use
        FIFO method for bulk payment

        Enable
        the cashier to use the FIFO method to settle a payment for multiple invoices.
	 	✓
	Monthly
        billing receipts

        Generate
        receipts for payments
        made against monthly bills.
	 	✓
	Payment
        history viewer

        View
        the history of payments made by a particular customer.
	 	✓
	Multiple
        account payment

        Enable
        the customer to make payments for multiple accounts. #
	 	✓
	Standing
        Order / Direct Debits

        Enable
        customers to settle bills via credit card or bank based standing orders or bank direct debits.
	 	✓
	3rd
        party payment gateway integration

        Integrate
        with payment gateways of 3rd parties such as banks, supermarkets etc., to receive payments.
	 	✓
	Internet
        payment gateway integration

        Integrate
        with Internet Payment Gateways (IPG) to obtain online payments.
	 	✓
	Refunds

        Enable
        refunds to be made to customers based on set conditions.
	 	✓




 




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END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND PT MEGA MEDIA.



 


Master
Files


 


	Master
    Files Module Features	 	Proposed
    Enterprise Edition
	Customer
                                         type configuration

        Manage
        customer account types and set configurations such as maximum number of accounts per category.
	 	✓
	Manage
                                         account types

        Required
        account types can be created and managed whenever required. Account types can be activated and deactivated as needed.
	 	✓
	Standard
                                         channel configuration

        Enable
        management of basic channel and channel provider data.
	 	✓
	Advanced
                                         channel configuration

        Advanced
        channel configuration including package rate, a la carte rate and quarterly payment rates.
	 	✓
	Channel
                                         mapping to product

        Map
        channels to specific product codes to ensure that these channels are available in the product whenever it is issued.
	 	✓


 




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END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND PT MEGA MEDIA.



 


	Master
    Files Module Features	 	Proposed
    Enterprise Edition
	Package
                                         Management

        Create
        and manage packages which are to be issued to clients.
	 	✓
	Package-wise
                                         channel mapping

        Map
        channels to a specific package.
	 	✓
	Basic
                                         user Management

        Enable
        administrators to manage basic user privileges.
	 	✓
	Advanced
                                         user Management

        Enable
        administrators to manage individual and user group privileges including modular access parameters.
	 	✓
	Dealer
                                         Management

        Manage
        all dealer related information. Including Dealer Commission Structure, Penalties & Black listing, and Dealer Target
        Achievement.

        Enable
        bulk upload of customer activation status, installation status, and inventory status from dealers.
	 	✓
	Branch
                                         Management

        Manage
        all details with regard to branches of the service provider.
	 	✓
	Branch
                                         counter management

        Manage
        all information regarding counters at the branch.
	 	✓
	Bank
                                         details management

        Manage
        all details related to banks with whom the service provider deals with.
	 	✓


 




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END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND PT MEGA MEDIA.



 


	Master
    Files Module Features	 	Proposed
    Enterprise Edition
	Bank
                                         branch details management

        Manage
        all details related to the bank branch with which the service provider has dealings.
	 	✓
	Geographical
                                         master setup

        Setup
        geographical parameters in order to define tax structures for specific regions. The geographical segregations include
        State, District, city and pin.
	 	✓
	Tax
                                         group configuration

        Create
        and manage tax groups. Various taxes can be incorporated in a single tax group.
	 	✓
	Tax
                                         configuration

        Configure
        taxes based on regions, customer category and tax type.
	 	✓
	Audit
                                         Trail

        System
        should support recording of all kind of audit and trails information for each and every activity performed by the
        user.
	 	✓


 




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END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND PT MEGA MEDIA.



 


Maintenance


 


	Maintenance
    Module Features	 	Proposed
    Enterprise Edition
	Customer
                                         Package Change

        Enable
        the users to change their package when needed and allocate any charges if applicable.
	 	✓
	Package
                                         Change configurations

        Configure
        all parameters applicable for forced package changes.
	 	✓ 
	Print
                                         LCO invoices

        LCO
        invoices that have been generated between two given dates can be printed from a central point.
	 	✓
	Invoice
                                         Cancellation

        Enables
        authorized personnel to cancel invoices if needed.
	 	✓
	Maintain
                                         To-Do list

        Keep
        a track of all complaints and follow up actions. Monitor status of all tasks.
	 	✓
	Customer
                                         Call Log

        Maintain
        logs of customer interactions to assist with follow up on complaints and other activities.
	 	✓
	Gift
                                         Voucher Issues

        Issue
        gift vouchers for use of services to the customer.
	 	✓
	Create
                                         a set of invoices for a batch of accounts

        Create
        a group of invoices for a batch of account creations uploaded via a file. This could be accounts created by a dealer or
        franchisee. #
	 	✓


 




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END-USER
SOFTWARE LICENSE AGREEMENT


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DUOSOFTWARE (PVT) LTD AND PT MEGA MEDIA.



 


	Maintenance
    Module Features	 	Proposed
    Enterprise Edition
	Delivery
                                         Schedule Viewer

        View
        delivery schedule for a given time period.
	 	✓
	Export
                                         Delivery Schedule

        Enables
        the user to export the delivery schedule into an Excel sheet.
	 	✓
	Export
                                         Customer List

        Export
        a selected list of customers on to an Excel sheet.
	 	✓
	Standing
                                         Order Processing

        Execute
        the processing of all standing orders.
	 	✓
	Modify
                                         customer account

        Enable
        authorized users to modify customer accounts when needed.
	 	✓


 




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END-USER
SOFTWARE LICENSE AGREEMENT


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DUOSOFTWARE (PVT) LTD AND PT MEGA MEDIA.



 


Conditional
Access Systems (CAS) Integration


 


	CAS
    Integration Module Features	 	Proposed
    Enterprise Edition
	Finger
                                         Printing

        Generate
        a fingerprint for a specific channel. Specify all parameters of the finger print.
	 	✓
	Bouquet
                                         Pin Code Mapping

        Map
        cities for a bouquet. This will ensure that the service can be provided to that particular bouquet only.
	 	✓
	PIN
                                         Reset

        Reset
        PIN on STB.
	 	✓
	HeadEnd
                                         PIN Code Mapping

        Map
        HeadEnd PIN Codes.
	 	✓
	Package
                                         Service ID Mapping

        Map
        package service ID in order to activate all channels on a package.
	 	✓
	Finger
                                         Print History

        View
        history of fingerprinting carried out.
	 	✓
	Pending
                                         Transaction Snapshot

        View
        transactions that are yet to be executed.
	 	✓


 


 




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END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND PT MEGA MEDIA.



 


Web-based
Self Care


 


	Web-based
    Self Care Module Features	 	Proposed
    Enterprise Edition
	Account
                                         Creation

        Enables
        creation of an account for an existing customer profile via web- based self-care module.
	 	✓
	Package
                                         Change

        Provides
        the customer with the facility of changing his package on his own without having to contact the service provider.
	 	✓
	Bill
                                         Viewing

        The
        customer can view his bill for the current period or previous period based on his requirement.
	 	✓
	Online
                                         payments

        Enables
        the customer to make a payment online using secure Internet Payment Gateways.
	 	✓
	Payment
                                         history view

        The
        customer can view the history of all payments made.
	 	✓
	Manage
                                         channels

        Customers
        can change and manage channels. They will be able to add on necessary a la carte channels online.
	 	✓


 




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END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND PT MEGA MEDIA.


 


Duo
Connectivity Framework 2.1


 


	Duo
    Connectivity Framework Features	 	Propose
    Enterprise Edition
	Enterprise
    Service Bus Connector	 	✓
	Identity
    Server for Messaging authentication Connector	 	✓
	Business
    Activity Monitor Connector	 	✓
	ESB	 	✓


 




    	End-User Software License Agreement	 	 Page 41 of 42



    	 



    

 


END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND PT MEGA MEDIA.



 


SCHEDULE
F


DOCUMENTATION


 





	●	System functional
    specifications, including all relevant applications and modules
	 	 
	●	System administration
    guide
	 	 
	●	System operation guide
	 	 
	●	Installation guide
	 	 
	●	System user guide
    (focusing and highlighting system functionality)




 




    	End-User Software License Agreement	 	 Page 42 of 42