Exhibit 10.17


 


END-USER
SOFTWARE LICENSE AGREEMENT


 


between


 


DUO
SOFTWARE (PRIVATE) LIMITED


 


and


 


DFCC
VARDHANA BANK PLC


 





Dated:
02 May 2014


 






    	 		 



    	 	2	 



    

 


END-USER
SOFTWARE LICENSE AGREEMENT


 


 


This
End-User Software License Agreement (the “Agreement”) is made and effective on the 02nd day of May 2014.


 


BETWEEN:


 





DUO
SOFTWARE (PVT) LTD a company duly incorporated in the Democratic Socialist Republic of Sri Lanka bearing company registration
No PV 10048 and having its registered office at Level 6, No. 403, Gale Rd, Colombo 03, Sri Lanka. (hereinafter referred to as
“LICENSOR”) which term or expression herein used shall where the context so requires admit mean and include
the said DUO SOFTWARE (PVT) LTD, its successors and permitted assigns of the FIRST PART







 


AND


 


DFCC
VARDHANA BANK PLC a Banking Company duly incorporated in the Republic of Sri Lanka and having its Registered Office
at No. 73, W.A.D. Ramanayake Mawatha, Colombo - 2 bearing Registration No PB 633 PQ and carrying on business of
banking in the said Republic of Sri Lanka as a Licensed Commercial Bank within the meaning of the Banking Act No. 30 of 1988 and
an approved credit agency under and for the purposes of the Mortgage Act and the Trust Receipts Ordinance (hereinafter called
and referred to as ‘the ‘LICENSEE’ which term or expression as herein used where the context so requires
or admits shall mean and include the said DFCC VARDHANA BANK PLC and its successors and assigns) of the SECOND PART.


 


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:


 






    	 		 



    	 	3	 



    

 


	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.




 


“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.


 


“Subscriber”
means the customers of Licensor, subscribing for each service provided by Licensor. 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.


 






    	 		 



    	 	4	 



    







 


“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.


 


“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.	TERM
    OF THE AGREEMENT


 


This
Agreement is valid from the date of executing this Agreement and shall continue in force unless the same is revoked, cancelled
or terminated in accordance with the provisions contained in this Agreement


 






    	 		 



    	 	5	 



    

 


	3.	REPRESENTATIONS
    AND WARRANTIES


 


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


 


	 	3.1	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.
	 	 	 
	 	3.2	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.
	 	 	 
	 	3.3	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.
	 	 	 
	 	3.4	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.
	 	 	 
	 	3.5	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:


 


	 	3.6	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.
	 	 	 
	 	3.7	Licensor
    has not granted any rights or licenses to the Software, Documentation and any other licensed materials to any other party
    that would conflict with Licensor’s obligations under this Agreement.
	 	 	 
	 	3.8	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.
	 	 	 
	 	3.9	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.
	 	 	 
	 	3.10	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.
	 	 	 
	 	3.11	Licensee
    shall have the license to use the Software and shall be entitled to use and enjoy the benefit of the Software, Documentation
    and any other licensed materials whilst this Agreement remains in force.
	 	 	 
	 	3.12	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.


 






    	 		 



    	 	6	 



    

 


	4.	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.


 


	5.	DOCUMENTATION


 


The
Documentation shall consist of the User Manual, listings, Software and module administration guides. In addition, the Licensor’s
response to the Request of Proposals of the Licensee will also be included as part of the Documentation which is attached as Annexure
1.


 


	6.	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.


 






    	 		 



    	 	7	 



    

 


	7.	OPERATING
    ENVIRONMENT


 


The
Licensor shall ensure that 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.


 


	8.	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 this Agreement is 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:


 


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.


 


	9.	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.


 






    	 		 



    	 	8	 



    

 


	10.
    	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
    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 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.
	 	 	 
	 	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 the Software except to make archival or backup copies as provided above
	 	 	 
	 	9.	Cannot
    modify, enhance nor adapt the Software nor merge it into another program unless otherwise obtained by Licensor’s written
    consent.
	 	 	 
	 	10.	Cannot
    reverse engineer, disassemble, decompile or make any attempt to discover the Source Code of the Software.
	 	 	 
	 	11.	Cannot
    place the Software onto a server so that it is accessible via a public network such as the Internet.
	 	 	 
	 	12.	Cannot
    sublicense, rent, lease or lend any portion of the Software or Documentation unless to its affiliates companies.


 






    	 		 



    	 	9	 



    

 


	11.	SOFTWARE
    INSTALLATION


 


	 	1.	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:


 


	 	I.	.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.
	 	 	 
	 	II.	Licensee
    sending in writing its acceptance of the designated Project Manager.
	 	 	 
	 	III.	Licensee
    notifying the name and designation of persons who would be the single point contact to Licensor.
	 	 	 
	 	IV.	Licensor
    designated Project Manager will work with designated Licensee persons for all project implementation activities.
	 	 	 
	 	V.	Analysis
    of Licensee’s business objectives and processes.
	 	 	 
	 	VI.	Map
                                         and configure Licensee’s business objectives and processes to the Software.



 


	 	2.	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.
	 	 	 
	 	3.	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.
	 	 	 
	 	4.	Licensor
    will review the same and shall get back with their comments within 2 weeks from the date of acceptance. However the below
    mentioned 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 as critical 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
    of 5% per occurrence, up to a maximum of 15% of the Annual Maintenance Fee set that shall be paid by Licensee to Licensor
    which shall be elaborated in the Service Level Agreement.


 






    	 		 



    	 	10	 



    

 


	12.	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.


 


	13.	SOFTWARE
    MAINTENANCE


 


During
the implementation period, first year of use, and the period covered by the maintenance terms set out in Service Level Agreement
in Schedule E 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 said Service Level Agreement (SLA) specified under Clause 14 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 the Schedule C. 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.


 






    	 		 



    	 	11	 



    

 


	14.	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 Service Level as per support plans provided in Schedule
E.


 


	15.	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.


 


	16.	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.




 


	17.	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 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 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.




 






    	 		 



    	 	12	 



    

 


	18.	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 requirement given by the client


 


	19.	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). Unless caused by gross negligence
or fraud on the part of LICENSOR.




 


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 unless
caused by gross negligence or fraud on the part of LICENSEE


 


	20.	TITLE
    TO SOFTWARE


 


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


 






    	 		 



    	 	13	 



    

 


	21.	CONFIDENTIALITY


 


	 	1.
    	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.
	 	 	 
	 	2.	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.
	 	 	 
	 	3.	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.
	 	 	 
	 	4
    	Licensor
    hereby agrees to be abide by the DFCC IT Security Policy (Annex 2)


 


	22.	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.


 


	23.	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.


 


	24.	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.


 






    	 		 



    	 	14	 



    

 


	25.	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 existing under the laws of Sri
Lanka. 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.


 


	26.	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 ICLP arbitration center at Colombo, Under the ICLP Arbitration rules.


 


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 accordance with the ICLP Arbitration Rules of the ICLP arbitration center at
Colombo 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 ICLP arbitration center at Colombo,
Under the ICLP Arbitration rules. 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.


 


	27.	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, 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.




 






    	 		 



    	 	15	 



    

 


	28.	LIMITED
    LIABILITY


 


	 	1
    	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.
	 	 	 
	 	2.
    	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.


 


	29.	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


 


Chief
Financial Officer


Duo
Software (Pvt) Ltd.


403
Galle Road,


Colombo
3,


Sri
Lanka.


	 	Telephone
    No: 	011
    2375 000 
	 	Fax
    No:	011
    2375133


 


Licensee


 


Senior
Manager - Services


DFCC
Vardhana Bank PLC


73,
W A D Ramanayake Mawatha


Colombo
02


	 	Tele
    No:	011
    2371371 
	 	Facsimile
    No. :	011
    2371372


 


	30.	GOVERNING
    LAW


 


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


 






    	 		 



    	 	16	 



    

 


	31.	SEVERABILITY


 


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


 


	32.	NO
    WAIVER


 


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


 


	33.	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.


 


	34.	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 DUO SOFTWARE (PVT) LTD has caused its Common Seal to be affixed and the authorized signatories of the DFCC
VARDHANA BANK PLC have set their hands to these presents and to one other of the same tenor and date as this Agreement at the
place and on the date hereinafter mentioned.


 






    	 		 



    	 	17	 



    

 


	The
                                         Common Seal of the within named DUO SOFTWARE (PVT) LTD was affixed hereto
                                         at Colombo on this 02 day of May Two Thousand and Fourteen in the presence of Mr.
                                         M Canagasooryam / Director and Ms. J S Perera / Chief Finance Officer of the said
                                         Company who do hereby attest the sealing thereof



	 	 	/s/ M Canagasooryam  





    

    /s/ J S Perera 

 






 








	Witnesses:	 	 
	 	 
	1    
    /s/ R.S. Ruwani 	 
	 	 
	2    /s/
    Safras Mohamed	 




 


	Signed
                                         by

         

        Mr.Lakshman
        Silva (Director / Chief Executive Officer) and Mr. W A Mendis (Company Secretary) the authorized signatories of the
        DFCC VARDHANA BANK PLC on this 02nd day of May Two Thousand and Fourteen at Colombo in the presence of
	 	 	/s/ Lakshman Silva   







/s/ W A Mendis 

 








 





	Witnesses:	 
		 	 
	1     	 	 
	 	 	 
	2     	 	 


 






    	 		 



    	 	18	 



    

 


SCHEDULE
A 


COMPUTER
PROGRAMS AND DOCUMENTATION


 


	●	DuoContact
    Version 5.0,
	 	 
	●	Required
    User Manuals for the system


 






    	 		 



    	 	19	 



    

 


SCHEDULE
B 


LICENSING


 


DuoContact
Version 5.0


 


	Description	 	License
	 	 	 
	Primary
    Call Server	 	2
    (Including Redundancy)
	Primary
    Application Server	 	2
    (Including Redundancy)
	Primary
    Database Server	 	2
    (Including Redundancy)
	 	 	 
	DR
    Call Server	 	1
	DR
    Application Server	 	1
	DR
    Database Server	 	1
	 	 	 
	Concurrent
    Voice Ports	 	10
	Redundant
    Voice Ports	 	10
	DR
    Voice Ports	 	10
	User
    License	 	32
	(Agents/Supervisors/WorkAction)	 	 
	Interactive
    Voice Response (IVR)	 	Yes
	Duo
    WorkAction Module	 	Yes
	Outbound
                                         Campaign Manager (Voice, SMS & Email)



	 	Yes
    
	Standard
    Reporting	 	15
    Standard Reports
	SMS
    integration	 	02
    Gateways (Including Redundancy)
	Email
    Integration	 	02
    Email Accounts
	Web
    chat integration	 	01
    Web Profile
	Fax
    Integration	 	02
    Fax Numbers (Including Redundancy)
	Skype
    Integration	 	-
	Social
    Media (Facebook/Twitter) Integration	 	-


 






    	 		 



    	 	20	 



    

 


SCHEDULE
C


PRICING
AND PAYMENT SCHEDULE


 


Onetime
License Fee for DuoContact V5 system


 


	Description	 	Price
    (USD)	 
	Contact Center Framework
    License (With redundancy)	 	 	10,000	 
	Interactive Voice response	 	 	5,000	 
	SMS/Email/Fax Module	 	 	2,500	 
	Duo WorkAction
                                 Module



	 	 	5,000	 
	Standard Reporting	 	 	4,000	 
	Campaign Manager with Voice, SMS and
    Email	 	 	11,000	 
	User License - Agents, Supervisors and
    Back Office (32 x 950)	 	 	30,400	 
	DuoContact - Total
    Application Fee (Requirement sheet attached)	 	 	67,900	 
	 	 	 	 	 
	Integration with CISCO call manager	 	 	1,000	 
	Sub Total	 	 	68,900	 
	Special Discount	 	 	(16,900	)
	Total Solution Cost	 	 	52,000	 




 


*All
above prices are quoted in United States Dollar.


 


Payment
Terms


 


	 	●	50
    % of the total solution price shall be paid upon confirming the proposal
	 	 	 
	 	●	30%
    at the time signing the agreement.
	 	 	 
	 	●	20%
    to be paid upon completing the implementation.


 


Additional
License Cost


 


	Description	 	Price
    (USD)
	User
    License (User can be an Agent, Supervisor or a back office or non-contact center agent)	 	950.00
    E.A (including voice port)
	 	 	 
	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
above prices are quoted in United States Dollar.


 


EA
= Each Agent 


PP
= Per Port


 






    	 		 



    	 	21	 



    

 


Annual
Maintenance Cost


 


AMC
will be 20% of the total solution price. AMC is not applicable for the first year, during the one year warranty period. It shall
be paid after one year or 12th month from the implementation.


 


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.


 


Integration
and Customization


 


Customized
Report (Other than the standard reports available in the system or any special reports)/IVR customization or any new development
is chargeable at a rate of USD 45 per development hour per engineer.


 


Any
third party system integration other than what was mentioned during the requirement gathering stage is chargeable at a rate of
USD 45 per developer per engineer.


 


Training


 


Four
hour group training session is included in the proposal for Agents/ Supervisors and IT. 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.


 






    	 		 



    	 	22	 



    

 


SCHEDULE
D


HARDWARE
SCHEDULE


 


Below
mentioned is the standard minimum hardware specification and third party software required to implement the DuoContact system


 


	Description	 	Specification	 	Quantity
	 	 	 	 	 
	Call
    Sever	 	Intel
    Xeon 4 Core Processor, 8 GB RAM, 2 x 120 GB SATA, Raid 01	 	02
    (With one to one Redundancy)
	 	 	 	 	 
	Application
    Server	 	Intel
    Xeon 4 Core Processor, 16 GB RAM, 2 x 120 GB SATA, Raid 01	 	02
    (With one to one Redundancy)
	 	 	 	 	 
	Data
    storage Server	 	Intel
    Xeon 4 Core Processor, 16 GB RAM, 2 x 1 TB SATA	 	02
    (With one to one back up)
	 	 	 	 	 
	Windows
    Server 2012 Standard	 	-	 	06
    (With Redundant Servers)
	 	 	 	 	 
	MS
    SQL Server R2 2008 Standard	 	-	 	02
    (With Backup Server)


 


 


Note
01: All required hardware and third party software shall be provided by the client to implement the system for live operation
and back up (if required).


 


Note02:
The above configuration supports 99.5% high availability of the system. It can seamlessly scale up to 30 concurrent Agents
and 60 concurrent SIP IVR ports. Should DFCC scale up the contact center further, another call server with similar configuration
shall be added and the total system can cater another 600 concurrent SIP/IVR ports and 30 Agents.


 


Note
03: Should DFCC require a DR site, a similar set up or a scaled down set up will require.


 


Note
04: DFCC may provide the above mentioned specification or higher than this.


 






    	 		 



    	 	23	 



    

 


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)


 


Please
note 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.


 


Note:


 


Should
DFCC require additional support an additional fee shall be paid based on the support criteria and Duo’s support service
proposal




 


Escalation
time frames for critical levels


 


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


 


	Criticality	 	Escalation
    Levels
	Level	 	First
    Level	 	Second
    Level
	Critical	 	Minimum
    60 minutes from promised time	 	After
    3 hours from promised time
	High	 	Minimum
    2 hours from promised time	 	After
    6 hours from promised time
	Medium	 	Minimum
    48 hours from promised time	 	Minimum
    5 Days from promised time
	Low	 	Minimum
    96 hours from promised time	 	Minimum
    7 Days from promised time


 






    	 		 



    	 	24	 



    

 


Support
Service Offerings


 


Support
Time 一 9.00 am to 5.00 pm (GMT +5.30)


 


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