Exhibit 10.16


 


INDIA NON JUDICIAL


 


Government
of National Capital Territory of Delhi


 


e-Stamp


 


	Certificate
    No.	:	 	IN-DL55638180684603N
	Certificate Issued
    Date 	:	 	09-Jan-2015 03:14
    PM
	Account Reference	:	 	IMPACC (IV)/ dl840403/
    DELHI/ DL-DLH
	Unique Doc. Reference	:	 	SUBIN-DLDL840403076457577262220N
	Purchased by	:	 	DEN NETWORKS LTD
	Description of Document	:	 	Article 5 General
    Agreement
	Property Description	:	 	 Not Applicable
	Consideration Price
    (Rs.)	:	 	0
	 	:	 	(Zero)
	First Party	:	 	DEN NETWORKS LTD
	Second Party	:	 	Not Applicable
	Stamp Duty Paid By	:	 	DEN NETWORKS LTD
	Stamp Duty Amount
    (Rs.)	:	 	100
	 	:	 	(One Hundred only)


 


......................................................Please
write or type below this line.........................................................


 


SERVICE PROVIDER
AGREEMENT


 


This Service provider Agreement (“Agreement”)
is executed at New Delhi on this 12th day of February, 2015 and effective from 1st day of April, 2014 (“Effective
Date”), by and between.


 


DEN Networks Limited (CIN: L92490DL2007PlC165673),
a Company incorporated under the provisions of the Companies Act 1956, having its registered office at 236, Okhla Industrial Area,
phase – III, New Delhi -110 020 represented by its authorized signatory Mr. Rajesh Kaushal (hereinafter referred to as “DEN”,
which expression, unless repugnant to the context or otherwise, shall mean and include its successors-in-interest and permitted
assigns);


 


Statutory Alert:


 


	 	 	 


 


	1.	The
    authenticity of this Stamp Certificate should be verified at “www. shatestamp.com”. Any discrepancy in the details
    on this Certificate and as available on the website renders it invalid.
	 	 
	2.	The
    onus of checking the legitimacy is on the users of the certificate
	 	 
	3.	In
    case of any discrepancy please inform the Competent Authority.


 



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AND


 


Duo
Software (Pvt.) Ltd., a company registered and existing under the laws of the Republic of Sri Lanka, having its head office
at Level 6, No. 403, Galle Road, Colombo 03, Sri Lanka, represented by its CFO and authorized signatory Ms. Jennifer Perera (hereinafter
referred to as “Service Provider”, which expression, unless repugnant to the context or otherwise, shall mean
and include its successors in interest and permitted assigns).


 


The
expression of the terms “DEN” and “Service Provider” shall hereinafter individually and collectively be
referred to as “Party” and “Parties”, respectively.


 


WHEREAS


 


	A)	DEN
    is, inter alia, engaged in the business of provision of cable television and/or internet services across India.
	 	 
	B)	The
    Service Provider, after fully acquainting themselves with DEN’s requirements, offered their professional services to
    DEN for the satisfactory fulfillment of the Services (as defined in Clause 1 of this Agreement) and have assured DEN that
    they have the necessary expertise, experience, manpower and equipment(s) to provide the Services (as defined in Clause 1 of
    this Agreement) to DEN.
	 	 
	C)	DEN
    is now desirous of engaging the Service Provider to provide the Services (as defined in Clause 1 of this Agreement) and the
    Service Provider, to the satisfaction of DEN, is willing to provide the Services (as defined in Clause 1 of this Agreement)
    to DEN based on the terms and conditions provided herein.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:


 


	1.	Services


 


During
the Term (as defined below) of the Agreement, the Service Provider shall provide to DEN, to the satisfaction of DEN, such services
as detailed in Annexure - A attached to this Agreement (“Services”).


 


	2.	Fees
    and Payment Terms


 


In
lieu of provision of the Services by the Service Provider to DEN during the Term of the Agreement, and upon the Service Provider
raising proper monthly undisputed invoice(s) on DEN within 5 (five) working days subsequent to the applicable month, DEN shall
pay to the Service Provider a fixed monthly fee at the rate of USD 2,750 (The United States Dollar Two Thousand Seven Hundred
Fifty) per month per person/resource deployed by the Service Provider for the provision of the Services (as defined herein),
inclusive of any and all applicable taxes (“Fees”). The Fees shall be paid by DEN to the Service Provider
by way of telegraphic transfer, post deduction of the applicable withholding taxes.


 


The
Fees shall be paid by DEN to the Service Provider within 14 (fourteen) days from the date of the receipt of the Invoice for the
relevant period.


 


The
abovementioned rate of USD, 2,750 (The United States Dollar Two Thousand Seven Hundred Fifty) per month per person/resource, payable
by DEN to the Service Provider shall be increased by 10% (ten percent) at the end of the 12th (twelfth) month from
the Effective Date. The new increased rate of USD 3,025 (The United States Dollar Three Thousand Twenty Five) per month per person/resource
deployed by the Service Provider for the provision of the Services (as defined herein), will come in to effect on 1st
April 2015 and will remain same for next twenty four (24) months thereon. However, commencing from 1st April
2017, the fixed monthly fee will be increased by a percentage mutually agreed upon between the Parties from time to time for a
further period thereafter.


 




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	3.	Term
    & Termination & Effects of Termination


 


	 	(a)	The
    Agreement shall commence from the Effective Date and shall continue for a period unless terminated earlier by either party
    in accordance with the provisions of the Agreement (“Term”).
	 	 	 
	 	(c)	DEN
    reserves the right to terminate the Agreement with 30 (thirty) days’ prior written notice to the Service Provider if
    (i) any of the representation, warranties and undertakings provided herein by the Service Provider, prove to be false, and/or
    (ii) the Service Provider is in breach of any of the provisions of the Agreement, and/or (iii) the Service Provider fails
    to provide the Services to the satisfaction of DEN. Similarly, the Service Provider may terminate the Agreement with 30 (thirty)
    days’ prior written notice to DEN if DEN is in breach of any of its representation, warranties and undertakings provided
    herein by DEN under this Agreement except the breach of DEN’s payment obligation by DEN within the prescribed due date
    mentioned under this Agreement.
	 	 	 
	 	(d)	Upon
    termination of the Agreement, the Service Provider shall forthwith surrender to DEN all documents and any other property entrusted
    to the Service Provider by DEN during the Term of the Agreement. However, such provisions that by its nature is intended to
    survive expiry/termination of the Agreement, shall survive the expiration or termination of the Agreement.


 


	4.	Warranties
    & Representations


 


The
Service Provider hereby represents, warrants and undertakes to DEN that:


 


	 	(a)	The
    Service Provider is competent in law and otherwise to enter into the Agreement and that there is no legal or other impediment
    in its doing so.
	 	 	 
	 	(b)	The
    Service Provider has full right, absolute authority and the necessary expertise to perform the obligations under the Agreement.
	 	 	 
	 	(c)	The
    Service Provider shall, at all times during the performance of the Agreement and otherwise, comply with all the laws applicable
    to it, rules and regulations including but not limited to the anti-corruption laws and the United States Foreign Corrupt Practices
    Act of 1977 and rules made there under from time to time.
	 	 	 
	 	(d)	While
    providing the Services, the Service Provider shall exercise the same degree of professional competence, care, skills, diligence
    and prudence as is normally exercised by professionals in the Service Provider’s scope of work.
	 	 	 
	 	(e)	The
                                         Service Provider shall conduct itself, at all times, and in such manner as may be for
                                         the benefit of DEN and to never knowingly take any action inconsistent with DEN’s
                                         best interest.




	 	 	 
	 	(f)	The
                                         Service Provider shall at all-time coordinate and work closely with the DEN’s designated
                                         operations team.




	 	 	 
	 	(g)	The
    Service Provider shall comply with the code of conduct policy of DEN (as may be modified from time to time) and submit duly
    executed Vendor Registration Form (refer Annexure - B).
	 	 	 
	 	(h)	The
    Service Provider shall provide to DEN all such information pertaining to the Services as DEN may reasonably request.


 




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	5.
    	Other
    Conditions


 


	 	(a)	Confidentiality:
    During the continuity of the Agreement, the Service Provider may have access to and become acquainted with various trade
    secrets and other proprietary and confidential information which are owned by DEN and which are used by DEN in the operation
    of DEN’s business and also includes the terms and conditions of the Agreement (collectively “Confidential Information”).
    All Confidential Information, disclosed in confidence by DEN in reliance on the Service Provider’s agreement to
    maintain such Confidential Information in confidence and not to use or disclose such Confidential Information to any other
    person except in furtherance of the Agreement, shall remain the sole and exclusive property and proprietary information of
    DEN. The Service Provider specifically agrees, not to disclose or use in any manner, directly or indirectly, any such Confidential
    Information, either during the Term of the Agreement, or at any time thereafter.
	 	 	 
	 	(b)	Limitation
    of Liability: The Service Provider’s and DEN’s total liability under this Agreement for any and all damages,
    loss, etc. shall not exceed one month’s Fees.
	 	 	 
	 	(c)	Indemnification
    The Service Provider, to the extent of Services (as defined) provided by the Service Provider under this Agreement,
    shall indemnify DEN, DEN Affiliate(s) (as defined herein) and DEN’s/DEN Affiliate(s)’ directors, officers
    and employees against any loss that DEN, DEN Affiliate(s) (as defined herein) and DEN’s/DEN Affiliate(s)’
    directors, officers and employees may incur as a result of any claim or proceedings brought against DEN, DEN Affiliate(s)
    (as defined herein) and DEN’s/DEN Affiliate(s)’ directors, officers and employees.
	 	 	 
	 	(d)	Assignment:
    The Service Provider shall not assign any rights or obligations under the Agreement to any other party without the prior
    written consent of DEN. However, DEN may assign its rights and obligations under the Agreement to its Affiliates (as defined
    herein) without such consent. For the purpose of the Agreement, the term “Affiliate” shall mean an
    affiliate of DEN that controls DEN, is controlled by DEN, or is under common control with DEN
	 	 	 
	 	(e)	Saving
    Clause If any provision of the Agreement becomes invalid or unenforceable, in whole or in part, the validity of the
    remainder of the Agreement shall not be affected thereby, and the Parties shall agree to a valid substitute provision which
    corresponds in its economic effect as closely as legally possible to the invalid or unenforceable provision which it replaces.
	 	 	 
	 	(f)	Waiver:
    No waiver by DEN of any breach by the Service Provider of any of the provisions of the Agreement shall be deemed a waiver
    of any preceding or succeeding breach of the same or any other provisions hereof. No such waiver shall be effective unless
    in writing and then only to the extent expressly set forth in writing by DEN.
	 	 	 
	 	(g)	No
    Agency DEN and the Service Provider enter into the Agreement on a “Principal to Principal” basis. The
    relationship between DEN and the Service Provider is that of independent contractor and nothing in the Agreement shall be
    construed (i) to constitute the Parties as employer and employee, principal and agent or partners; or (ii) to allow either
    Party to create or assume any obligations on behalf of the other Party for any purpose.
	 	 	 
	 	(h)	Notice:
    All notices given hereunder shall be given in writing, by personal delivery, or Registered Post A.D., at the address of
    the Service Provider and/or DEN set forth in the Agreement, unless either Party at any time, or from time to time, designates
    another address for itself by notifying the other Party thereof by Registered Post A.D. only, in which case all notices to
    such Party shall thereafter be given at its most recent address. Notice given by Registered Post AD shall be deemed delivered
    on the third day from the date on such Registered Post A.D. was sent.


 




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	 	(i)	Governing
    Laws & Jurisdiction The Agreement shall be governed by and construed in accordance with the laws of India. Courts
    at Delhi shall have exclusive jurisdiction to entertain any disputes arising out of relating to the Agreement to the exclusion
    of all other courts.
	 	 	 
	 	(j)
    	Dispute
    Resolution Any dispute between the Parties inter se arising out of or in relation to the Agreement shall be
    resolved by the Parties mutually within fifteen (15) days of one party giving to the others, notice of the said dispute, failing
    which the said dispute shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation
    Act, 1996 and any amendments made thereto from time to time (“Act”). Arbitral proceedings shall be conducted
    by a sole arbitrator appointed by DEN as per the provisions of the Act. Arbitration shall be conducted in English language
    and the venue of such arbitration shall be New Delhi.
	 	 	 
	 	(k)
    	Entire
    Agreement & Amendments: This Agreement constitutes entire understanding amongst the Parties. It supersedes all
    prior understandings between the Parties with respect to the subject matter hereof. This Agreement shall be binding on all
    Parties and may be specifically enforced by either Party. No changes, alterations, amendments or variations to the Agreement
    shall be valid or effective unless effected by one or more instruments in writing and signed by all the Parties to the Agreement.


 


IN
WITNESS WHEREOF, the Parties hereto have set their hands on the day and month as hereinabove mentioned:


 


	DEN
    Networks Limited [DEN]	 	Duo
    Software (Pvt.) Ltd. [Service Provider]
	 	 	 	 	 
	Signature:	/s/
    Rajesh Kaushal	 	Signature:	/s/
    Jennifer Perera
	Name:	Mr.
    Rajesh Kaushal	 	Name:	Ms.
    Jennifer Perera
	Title:	Authorized
    Signatory	 	Title:	CFO
    and Authorized Signatory
	 	 	 	 	 
	Witness	 	 	Witness	 
	 	 	 	 	 
	Signature:	/s/
    Ranjan Sharma	 	Signature:	/s/
    Anjana Chandrathilake
	Name:	Ranjan
    Sharma (General Manager)	 	Name:	Anjana
    Chandrathilake (Head of Projects)
	Address:	236,
    Okhla Industrial Estate, Phase-III, New Delhi- 110 020	 	Address:	Level
    6, No. 403, Galle Road, Colombo 03, Sri Lanka


 




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Annexure
A


 


SERVICES


 


Under
the Agreement, the Service Provider shall provide the following services to DEN:


 


	 	(i)	The
    Service Provider shall provide resources as required and agreed by DEN from time to time for the provision of the Services
    under this Agreement.
	 	 	 
	 	(ii)	It
    is represented, warranted and agreed by the Service Provider to DEN that the resources shall, to the satisfaction of DEN,
    deliver ad-hocs requests, developments, improvements and provide 24x7x365 operations support to DEN on the Production environment.


 


	DEN
    Networks Limited [DEN]	 	Duo
    Software (Pvt.) Ltd. [Service Provider]
	 	 	 	 	 
	Signature:	/s/
    Rajesh Kaushal	 	Signature:	/s/
    Jennifer Perera
	Name:	Mr.
    Rajesh Kaushal	 	Name:	Ms.
    Jennifer Perera
	Title:	Authorized
    Signatory	 	Title:	CFO
    and Authorized Signatory


 




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Annexure
- B 


 


Format
of the Vendor Registration Form


 


	1.	Name
    of Firm/Company	Duo
    Software (Pvt) Ltd
	 	 	 





	2.	Status
    of Organization (Proprietorship/Pvt./Public Ltd.)	[  ]

        Proprietorship
	[X]

        Private
        Limited
	[  ]

        Public
        Limited
	[  ]

        Other
	 
	 	 	 	 
	 	 	If
    Other, Please Specify	 
	 	 	 	 





	3.	Name
    of Proprietor/Director/MD	Mr.
    Muhunthan Canagasooryam – CEO
	 	 	 
	5.	Address
    of the Organization	Level
                                         06

        403
        Galle Road, Colombo 03, Sri Lanka.

	 	 	 





	6.	Contact
    Details	Contact
    Person	Anjana
    Chadrathilake
	 	 	Designation	Head
    of Projects
	 	 	Phone
    No	+94772961625
	 	 	Fax
    No	+94112375133
	 	 	E-Mail
    ID	anjana@duosoftware.com
	 	 	 	 





	7.	Nature
    of Business	Development
    and implementation of software to related services
	 	 	 





	8.	Is
                                         the Firm registered with MSME Act
	[  ]

        Yes
	[X]

        No
	 
	 	(MICRO,
    SMALL AND MEDIUM ENTERPRISE DEVELOPMENT ACT, 2006) 	If
    Yes, Please Attach Copy of Registration





	9.	Detail
    of litigation, government investigation or enforcement action initiated in last three years, if any.	NO
	 	 	 
	10	Nature
    of relationship with Company or its subsidiaries or any director or officer or employee of the Company/ subsidiaries, if any.	N/A


 




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	Annexure:-
    (Please attach certified Copy )	 
	 	 	 
	a).
    Excise Regn. No:	—	 
	 	 	 
	b).TIN
    No/CST No:	114390640	 
	 	 	 
	c).PAN
    No:	AADCD7933R	 
	 	 	 
	d).Service
    Tax Registration:	—	 
	 	 	 
	e).RTGS
    Detail:	 	 
	 	 	 
	Beneficiary
    Name	Duo
    Software (Pvt) Ltd.	 
	Bank
    Name	Pan
    Asia Banking Corporation PLC	 
	Bank
    Address	No
    450, Galle Road, Colombo 03, Sri Lanka	 
	Account
    No	415399412515	 
	IFSC
    Code	—	 




 


Representations
& Undertaking


 


I/We
hereby represent, warrant and undertake to DEN that l/we (I) have read and understood DEN’s Code of Conduct and will comply
at all times with all policies of DEN, including DEN’s Code of Conduct and its subsequent amendments, if any and other applicable
laws; (ii) shall comply with the Foreign Corrupt Practices Act (FCPA) and the Indian Prevention of Corruption Act 1988,
and any other applicable Indian anti-corruption law(s) and regulation(s); (iii) have the capability to perform the specific
tasks; have a reputation for honesty, quality, and integrity in the business community and have not been the subject to any litigation,
government investigation or enforcement action or press accounts involving allegations of fraud, bribery, or similar misconduct;
Additionally, in case I/ we represent the company in dealing with Government officials, l/we must ensure that l/we (iv)
shall maintain records of all payment(s) made and expense(s) incurred on behalf of DEN/subsidiaries or otherwise in connection
with the services which l/we will be performed for DEN; (v) shall refrain from retaining any subcontractors in connection
for its work with DEN, unless advance written approval and ensures that all such subcontractors comply with DEN’s policies,
including DEN’s Code of Conduct; (vi) shall permit DEN to access the relevant books and records of the sub-contractor
for audit/monitoring purposes and (vii) permit the Company to terminate the relationships and to withhold further payments
in the event that the third party breaches the above requirements


 


Declaration


 


I/we
certify that the information supplied herein, including all annexed pages, is correct to the best of my/our knowledge, l/we also
declare that I / my company has never been banned/ delisted/ blacklisted by any Government or Quasi-government agencies or PSUs.


 


	 	 	 
	1.	SIGNATURE
    AUTHORISED SIGNATORY	/s/
    Jennifer Samuel Perera
	2.	NAME:	Jennifer
    Samuel Perera
	3.	DESIGNATION:	CEO


 




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	1.	Reference
    1 

    Name 

    Address 

    Signatures	 
	 	 	 
	2.	Reference
    2 

    Name 

    Address 

    Signatures	 
	 	 	 
	 	 	 





	For
    COMPANY Use Only	Vendor
    Registered:	If
    Yes, Vendor Registration Code__________
		 	 





	 	[  ]

        Yes
	[  ]

        No
	
	Approved
    By:_________________	 	Date:
    __________


 




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