Exhibit 10.8 


 





END-USER
SOFTWARE LICENSE AGREEMENT





 


 


This
End-User Software License Agreement (the “Agreement”) is made and effective on the 19/August/2014.
 



 


	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: 	


Singer
Sri Lanka PLC (the “Licensee”), a corporation organized and existing under
the laws of the Republic of Sri Lanka with its head office located at:



	 	 
	 	No.
    80,
	 	Nawam
    Mawatha,
	 	Colombo
    2.
	 	Sri
    Lanka.


 


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.


 




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END-USER
SOFTWARE LICENSE AGREEMENT 


BETWEEN
DUOSOFTWARE (PVT) LTD AND SINGER SRI LANKA PLC





 


“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.


 


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


 


“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.


 


“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.


 


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


 


“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 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.


 




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SOFTWARE LICENSE AGREEMENT 


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“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.


 


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.



 




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SOFTWARE LICENSE AGREEMENT 


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	 	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.


 


4.DOCUMENTATION


 


The
Documentation shall consist of all training materials, listings, software and module administration guides. 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 and UAT will also be a part of the Documentation.




 


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 and C. 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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END-USER
SOFTWARE LICENSE AGREEMENT 


BETWEEN
DUOSOFTWARE (PVT) LTD AND SINGER SRI LANKA PLC



 





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


 


		1.	Multiple
                                         Server Licenses - up to seven of the Licensee’s Servers (three in Live Servers
                                         and two redundant/backup servers and two DR site servers) 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.	User
                                         Licenses - Number of system user license will be provided based on the license purchased.
                                         Refer Schedule B.
	 	 	 
		3.	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 number
                                         of system user license provided.



 


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.


 


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.
	 	 	 
		3.	Licensee
                                         shall have the option to scale up the operation by adding more servers by tendering a
                                         written request to Licensor and such acceptance may be made by the Licensor subject to
                                         commercial agreement.
	 	 	 
		4.	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.
	 	 	 
		5.	The
                                         Software will be delivered by Licensor to location of choice of Licensee.



 


Licensee
has the following obligations:


 


		6.	The
                                         Licensee must treat the Software and Documentation like any other copyrighted material
                                         - for example a book.
	 	 	 
		7.	Cannot
                                         copy the Software except to make archival or backup copies as provided above
	 	 	 
		8.	Cannot
                                         modify, enhance nor adapt the Software nor merge it into another program unless otherwise
                                         obtained by Licensor’s written consent.
	 	 	 
		9.	Cannot
                                         reverse engineer, disassemble, decompile or make any attempt to discover the Source Code
                                         of the Software.






 






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SOFTWARE LICENSE AGREEMENT 


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		10.	Cannot
                                         place the Software onto a server so that it is accessible via a public network such as
                                         the Internet.
	 	 	 
		11.	Cannot
                                         sublicense, rent, lease or lend any portion of the Software or Documentation unless to
                                         its affiliates companies.
	 	 	 
		12.	The
                                         Licensor will need to have remote access to licensee servers for maintenance, trouble
                                         shoot, install upgrades / patches etc.



 


10.
SOFTWARE INSTALLATION


 


Promptly
after delivery of the Software and Documentation to the Site, Licensor shall install and configure the Software in accordance
with User Acceptance Test (UAT). 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 of 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.



 


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


 


Licensee
may submit to Licensor any other observations, suggestions made during the implementation and or any change or enhancements that
might be required or recommended.


 


Licensor
will review same and shall get back with their comments within two weeks from the date of acceptance However, these points will
not be a part of the initial implementation and may be chargeable. 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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SOFTWARE LICENSE AGREEMENT 


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11.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.


 


12.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 13 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.


 


13.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) 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 on-site support) within agreed
tie frame.


 


Licensee
will be entitled to the silver support package based on the project value. Should Licensee require additional support, an additional
fee shall be charged based on the selected support package. Support criteria and service levels are detailed in Schedule E.


 


In
the event the issue was due to a fault of the Licensee or should there be a higher level of service required, then the Licensee
and Licensor shall jointly define the higher level of service and mutually agree upon the 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.


 




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SOFTWARE LICENSE AGREEMENT 


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14.CHANGES
IN THE SCOPE OF WORK


 


The
Licensor’s basis for implementation of the Software is the scope defined in the BRS or 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.


 


15.UPDATES
AND REVISIONS


 


During
the validity 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, non-transferable license to use it subject to the same
terms that are set out elsewhere in this Agreement.


 


16.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 60 days or if Licensee becomes bankrupt or insolvent. Licensee shall have the
right to immediately terminate this Agreement 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 six months’
notice to the Licensor and in such a case, the Licensee must cease to use the Software and Documentation in its possession. Licensor
may terminate this Agreement at any time for whatever reasons by giving six months’ notice to the Licensee


 


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.


 


17.
WARRANTY


 


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


 


		B.	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,
	 	 	 
		C.	The
                                         Software will perform in substantial accordance with the requirement given by the client



 




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SOFTWARE LICENSE AGREEMENT 


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18.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.


 


19.TITLE
TO SOFTWARE


 


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


 


20.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.


 


21.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.


 




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22.
                                         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.


 


23.
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.


 


24.
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.


 


25.
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.


 






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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.


 


26.
ATIORNEY 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.


 


27.
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.


 


28.
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.


 


Licensor


 


Manager
Legal,


Duo
Software (Pvt.) Ltd.


403
Galle Road,


Colombo
3,


Sri
Lanka.


 


Licensee


 


Legal
Manager Singer Sri Lanka PLC


No.
80, Nawam Mawatha,


Colombo
2.


Sri
Lanka.


 


29.
GOVERNING LAW


 


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


 






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30.
SEVERABILITY


 


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


 


31.
NO WAIVER


 


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


 


32.
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.


 


33.
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.


 


On
execution of this agreement, the existing agreement executed on 30th September 2008, between the licensor and the licensee
will cease to exist.


 


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/
    Jennifer Samuel Perera	 	/s/
    Ajith Paranavitane
	Authorized
    Signature	 	Authorized
    Signature
	Jennifer
    Samuel Perera	 	Ajith
    Paranavitane
	Chief
    Financial Officer	 	Director
    IT


 






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END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND SINGER SRI LANKA PLC


 


SCHEDULE
A - COMPUTER PROGRAMS AND DOCUMENTATION


 


DuoContact
Version 5.1,


 


The
right solutions for your Contact Center can make all the difference in improving its ongoing productivity and revenue generating
potential. Effective solutions allow agents to respond rapidly to customer demands and provide optimum load balancing based upon
the work handling guidelines that you want to implement.


 


DuoContact
is a unified IP based contact center solution that provides the capability of operating and running a Contact Center and Customer
r Service operations efficiently, saving cost as well as maximizing revenue opportunities. DuoContact focuses strongly on quality
ensuring unmatched high standards of service to customers at all times. DuoContact provides the framework for a total customer
service solution and is an all in one solution that removes the need for various components from different vendors to work together.
This ensures the elimination of issues regarding compatibility, upgrading and other issues relating to systems with multiple vendors.
Hence DuoContact can be implemented as a standalone solution.


 


DuoContact
provides users with a unique user experience through an easy to use and intuitive interface and is able to handle multi-channel
service delivery that includes phone calls, voice mails, faxes, e-mails, text chats, snail mail and much more.


 






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END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND SINGER SRI LANKA PLC



 


SCHEDULE
B-LICENSING


 


	Description	 	License
	User
    Licenses (Agents/Supervisor/Back office)	 	22
	Concurrent
    Voice Ports	 	30
	IVR
    Module	 	Included
	Standard
    Reporting	 	Included
	Call
    Recording	 	Included
	Email	 	Included
	SMS	 	Included
	Social
    Media (Twitter / Facebook)	 	Included
    
	 Contact
    Center CRM	 	Included
	Web
    Chat	 	Included
	Duo
    WorkAction Module	 	Included
	Inbound
    and Outbound Call Functionalities	 	Included
	Skype
                                         Integration (Skype Number and SIP connect to be

        provided
        by client
	 	Included
	Outbound
    Campaign Manager (Voice, SMS, Email)	 	Included


 




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END-USER
SOFTWARE LICENSE AGREEMENT 


BETWEEN
DUOSOFTWARE (PVT) LTD AND SINGER SRI LANKA PLC



 


SCHEDULE
C - PRICING AND PAYMENT SCHEDULE


 


Onetime
License Fee forDuoContactV5 system upgrade


 


	Description	 	Price
    (USD)	 
	DuoContact
    Application Upgrade Fee	 	 	9,000.00	 



 


*
All prices are quoted in United States Dollar.


 


There
will not be any agent license fee charged for the existing agents, and the current licenses are transferable to the new version
without any fee.


 


Annual
Maintenance Cost


 








Annual
maintenance cost per annum shall be 20% of the solution commercial price. AMC shall be re-calculated by adding the upgrade cost
to the total solution cost.


 


AMC
Cost Breakdown


 


	Description	 	 	Total
                                         Cost	 	 	 	Cost
                                         for the

                                         Maintenance
                                         20%
 
	 
	Call
    Centre server with all required hardware 
(For 30 Concurrent
    calls -1 el Line)	 	 	US$
                                         30,000.00	 	 	 	US$
                                         6000.00	 
	10
    x Agent/Supervisor/Back office Console License (Singer Sri Lanka)	 	 	US$
                                         10,000.00	 	 	 	US$
                                         2000.00	 
	6
    x Agent/Supervisor/Back office Console License (Singer Finance)	 	 	US$
                                         6,000.00	 	 	 	US$
                                         1,200.00	 
	06
    additional Licenses Fee - Agent/Supervisor	 	 	US$
                                         3,500.00	 	 	 	US$
                                         700.00	 
	DuoContact
    V5.1 Upgrade Fee	 	 	US$
                                         9,000.00	 	 	 	US$
                                         1800.00	 
	TOTAL
    AMC	 	 	 	 	 	 	US$
                                         11,700.00	 



 


Note:
As and when the additional license/modules/new feature / item are purchased, the price will
be included in to the total solution price and AMC shall be calculated / paid accordingly.


 


Additional
License Cost


 





	Descriptions	 	 	Price
                                         (USD)	 
	Agents
    License	 	 	800.00
                                         E.A (including voice port)	 
	Supervisor
    License	 	 	1000.00
                                         E.A	 
	WorkAction
    License (For Back Office)	 	 	500.00
                                         E.A	 
	IVR
    Port License	 	 	250.00
                                         P.P	 
	(Agent
                                         license will be sold at 5 license blocks and IVR ports will 
 be
                                         sold at 25 Blocks.)
	 	 	 	 








 





*
All prices are quoted in United States Dollar. 


 


E.A-Each
Agent


P.P
- Per Port


 




    	 	 	Page 15 of 19



    	 	 	 



    


  


END-USER
SOFTWARE LICENSE AGREEMENT 


BETWEEN
DUOSOFTWARE (PVT) LTD AND SINGER SRI LANKA PLC



 


Training


 


Four
hour group training session is included in the proposal for Agents and Supervisors. Trainings will be conducted in groups.


 


For
additional training, a fee of LKR 5,000 shall be paid per agent for a four hour training session.


 




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 END-USER
                                         SOFTWARE LICENSE AGREEMENT
                                         


BETWEEN
DUOSOFTWARE (PVT) LTD AND SINGER SRI LANKA PLC


 


SCHEDULE
D -HARDWARE SCHEDULE


 


	1.	60
                                         agents and 90 concurrent calls with high availability



 


	Server
    Type	 	Memory
    (RAM)	 	Cores/Processor	 	Hard
    Drive
	App
    server 1 server	 	8
    GB	 	4
    cores	 	300
    GB
	App
    server 2 server	 	8
    GB	 	4
    cores	 	300
    GB
	Load
    balance server	 	2
    GB	 	2
    cores	 	20
    GB
	DB
    server	 	8
    GB	 	6
    cores	 	300
    GB
	Backup
    DB server	 	8
    GB	 	6
    cores	 	300
    GB
	Call
    server 1	 	4
    GB	 	4
    cores	 	120
    GB
	Call
    server 2	 	4
    GB	 	4
    cores	 	120
    GB



 


	2.	60
                                         agents and 90 concurrent calls without high availability



 


	Server
    Type	 	Memory
    (RAM)	 	Cores/Processor	 	Hard
    Drive
	App
    server 1 server	 	8
    GB	 	4
    cores	 	300
    GB
	App
    server 2 server	 	8
    GB	 	4
    cores	 	300
    GB
	Load
    balance server	 	2
    GB	 	2
    cores	 	20
    GB
	Primary
    DB server	 	8
    GB	 	6
    cores	 	300
    GB
	Secondary
    DB server	 	6
    GB	 	4
    cores	 	300
    GB
	Call
    server 1	 	4
    GB	 	4
    cores	 	120
    GB
	Call
    server 2	 	4
    GB	 	4
    cores	 	120
    GB



 


	3.	30
                                         agents and 60 concurrent calls with high availability



 


	Server
    Type	 	Memory
    (RAM)	 	Cores/Processor	 	Hard
    Drive
	App
    server 1 server	 	6
    GB	 	4
    cores	 	300
    GB
	App
                                         server 2 server  
	 	6
    GB	 	4
    cores	 	300
    GB
	Load
    balance server 1	 	2
    GB	 	2
    cores	 	20
    GB
	Load
    balance server 2	 	2
    GB	 	2
    cores	 	20
    GB
	DB
    server 1	 	6
    GB	 	4
    cores	 	300
    GB
	DB
    server 2	 	6
    GB	 	4
    cores	 	300
    GB
	Call
    server 1	 	4
    GB	 	4
    cores	 	120
    GB
	Call
    server 2	 	4
    GB	 	4
    cores	 	120
    GB



 


	4.	30
                                         agents and 60 concurrent calls without high availability



 




	Server
    Type	 	Memory(RAM)	 	Cores/Processor	 	Hard
    Drive
	App
    server 1 server	 	6
    GB	 	4
    cores	 	300
    GB
	App
    server 2 server	 	6
    GB	 	4
    cores	 	300
    GB
	Load
    balance server	 	2
    GB	 	2
    cores	 	20
    GB
	DB
    server 1	 	6
    GB	 	4
    cores	 	300
    GB
	DB
    server 2	 	6
    GB	 	4
    cores	 	300
    GB
	Call
    server	 	4
    GB	 	4
    cores	 	300
    GB



 






    	 	 	Page 17 of 19



    	 	 	 



    

  


END-USER
SOFTWARE LICENSE AGREEMENT 


BETWEEN
DUOSOFTWARE (PVT) LTD AND SINGER SRI LANKA PLC



 


SCHEDULE
E - SERVICE LEVEL AGREEMENT


 


Support
Service Levels are determined based on the project value and AMC cost.


 


Service
Level Assurance


 


The
following levels of response time are offered to meet the needs of your business


 


	Criticality
    Level	 	Support
    offering
	Critical	 	Less
    than 180 minutes (under normal conditions)
	 	 	 
	High	 	Less
    than 240 minutes (under normal conditions)
	 	 	 
	Medium	 	Less
    than 72 Hours (under normal conditions) or Next Release
	 	 	 
	Low	 	Next
    Release (under normal conditions)


 


Should
a bug cause for incorrect data writes, and script needs to be performed to correct the data, the time required for correction
of the data is not included in the above timings. 


 


Should
the Licensee require additional/enhanced support, an additional fee shall be charged based on the support criteria and Licensor’s
support service proposal


 


Escalation
time frames for critical levels


 


The
following escalation levels of response time are offered.


 


	Criticality
                                         

                                         Level

        
	 	Escalation
                                         Levels 

	 	First
    Level	 	Second
    Level
	Critical	 	Minimum
                                         60 minutes from agreed time
	 	After
    3 hours from agreed time
	High	 	Minimum
                                         2 hours from agreed time
	 	After
    6 hours from agreed time
	Medium	 	Minimum
                                         48 hours from agreed time
	 	Minimum
                                         5 Days from agreed time

	Low	 	Minimum
                                         96 hours from agreed time
	 	Minimum
                                         7 Days from agreed time



 




    	 	 	Page 18 of 19



    	 	 	 



    


 


END-USER
SOFTWARE LICENSE AGREEMENT 


BETWEEN
DUOSOFTWARE (PVT) LTD AND SINGER SRI LANKA PLC



 


Support
Service Offerings


 


Support
Time – 9.00 am to 5.00 (GMT + 5.30)


 





	 	● 	Service
    Ticket
	 	 	 
	 	●	Telephone
    Support
	 	 	 
	 	●	Email
    Support
	 	 	 
	 	●	Skype
    Chat Support



 



    	 	 	Page 19 of 19