Exhibit 10.7 


 


END
- USER SOFTWARE LICENSE AGREEMENT


 


between


 


DUO
SOFTWARE (PRIVATE) LIMITED


 


and


 


LANKACLEAR
(PVT) LIMITED


 






    	 		 



    	 		 



    

 


END-USER
SOFTWARE LICENSE AGREEMENT


 


 


This
End-User Software License Agreement (the “Agreement”) is made on the first day of November 2013


 


	BETWEEN:	Duo
    Software (Pvt) Ltd. (company registration no PV 10048) a corporation duly incorporated and existing under the laws
    of the Republic of Sri Lanka, with its registered office located at:
	 	 
	 	No.
                                         403,

        Galle
        Road,

        Colombo
        3,

        Sri
        Lanka.

	 	 
	 	(hereinafter
    referred to as the “Licensor” which term shall as herein used where the context so requires mean and include
    the said Duo Software (Pvt) Ltd, its successors and permitted assigns)
	 	 
	AND:	LankaClear
    (Pvt) Ltd. (company registration no. PV 7551), a corporation duly incorporated and existing under
    the laws of the Republic of Sri Lanka, with its registered office located at:
	 	 
	 	Level
                                         18,

        Bank
        of Ceylon Head Office, “BOC Square”,

        No.
        01, Bank of Ceylon Mawatha,

        Colombo
        1,

        Sri
        Lanka.

	 	 
	 	(hereinafter
    referred to as the “Licensee” which term shall as herein used where the context so requires mean and include
    the said LankaClear (Pvt) Ltd, its successors and assigns)


 


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 to 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 covenants set forth herein, Licensee and Licensor hereby agree as follows:


 






    	End-User Software License Agreement	 	 Page 1 of 20



    	 



    

 


	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.


 


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


 


“Territory”
means the geographic territory of the Democratic Socialist Republic of Sri Lanka.


 


“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 the Licensor and Licensee, which may be amended or modified from time to time as may be mutually
agreed in writing.


 


“License”
means a perpetual, non-exclusive license to use the Software and Documentation.


 


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


 


“SRS”
means software requirement specification which is a 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.


 


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


 


“ATC”
means the mutually agreed test cases to be carried out as part of the UAT to demonstrate the successful implementation of
the agreed scope of deliverables.


 






    	End-User Software License Agreement	 	 Page 2 of 20



    	 



    

 


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


 


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


 


	2.
    	REPRESENTATIONS
    AND WARRANTIES


 


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


 


	 	2.1	They
    are 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	They
    have 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 is duly authorized by law 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.


 


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. 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.
	 	 	 
	 	2.7	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. In any event, any agreement entered into
    by the Licensor with any third party or any attempt by the Licensor purporting to so enter into any such agreement, undertaking,
    commitment or otherwise, which would have the effect of affecting or binding the Licensee in any way whatsoever other than
    pursuant to the terms and conditions in this Agreement, shall be void and of no effect.
	 	 	 
	 	2.8	Licensee’s
    use of the Software, Documentation and any other licensed materials as authorized by this Agreement will not infringe any
    copyrights, trade secrets, patents or trademark rights, or any other intellectual property rights of any third party. The
    Software, Documentation and other licensed materials are free from all liens, claims, encumbrances and other restrictions.
	 	 	 
	 	2.9	The
    Software and its use by the Licensee hereunder do not violate or infringe rights of any third party or laws or regulations
    of any governmental or judicial authority.
	 	 	 
	 	2.10	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.
	 	 	 
	 	2.11	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.
	 	 	 
	 	2.12	The
    Licensor shall indemnify the Licensee against any damage, loss sustained by the Licensee or any claim that may arise against
    the Licensee due to any infringement or alleged infringement of any intellectual property of any third party by virtue of
    this Agreement or the use of the Software or License. Further, the Licensor shall immediately effect required modifications/alterations
    to any Software or License that infringes or may infringe any intellectual property rights of any third party, free of charge,
    without losing the functionality as required hereunder, of the Software or License.


 






    	End-User Software License Agreement	 	 Page 3 of 20



    	 



    

 


	3.	THE
    SOFTWARE


 


The
Software shall consist of modules or components and shall perform functions and comply with the programs and documentation, and
features, identified in Schedule A and Schedule E of this Agreement respectively. Each Software’s module or component, specification,
feature and proposal, program or documentation 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 defects
or errors - latent or otherwise.


 


	4.	DOCUMENTATION


 


The
Documentation shall consist of all operator and user manuals, training materials, listings, Software and module administration
guides, Software and module operation guide focusing and highlighting system functionality, Installation guide and other materials
for use in conjunction with the Software. In addition, the Licensee’s Request for Proposals / Invitation to Bid and the
Licensor’s response to the said Request for Proposals / Invitation to Bid shall also be part of the Documentation -provided
that in the event of any conflict or discrepancy between the said Proposals / Invitation to Bid and Documentation, the Proposals
/ Invitation to Bid shall prevail. Upon completion of implementation, the FSD, ATC, UAT and Acceptance Certificate will also be
a part of the Documentation. Licensor shall deliver to Licensee two complete copies of the Documentation in the English language.
Licensee shall have the right, as part of the License granted herein, to make as many copies of the Documentation as may be necessary
for its own use.


 


	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, or declines for any reason whatsoever, to support the Licensee pursuant to the Software or Licenses provided to the Licensee,
other than in the event of a breach of the Licensee’s obligations hereunder.


 


In
case any of the events above mentioned occurs, the Licensee will immediately be given a copy of the Source Code and Commentary
of the Software, and the Licensee shall have 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, as specified in Schedule B.
This License is effective when executed by both parties and the License granted to the Software remains in force until termination
of this Agreement.


 


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


 






    	End-User Software License Agreement	 	 Page 4 of 20



    	 



    

 


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


 


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






 


The
Licenses 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 charges specified in Schedule C.


 


The
License for the Software specified in Schedule A will be in effect from the date of first commercial operation of the Software
- which shall be 01.11.2013.


 


	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
    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 which is owned or controlled by Licensee. Licensee shall
    thereafter promptly give Licensor notice of such new location.
	 	 	 
	 	4.	Licensee
    shall request for a modification to the Software by sending a 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 SRS to the Licensee along with the commercial terms for such a modification. The Parties hereby agree that the
    commercial terms and fees shall not be greater than relevant market rates. However, in the event any modification is required
    for the software to operate with the functionality as per the initial tender such modification shall be done by the Licensor
    free of charge regardless of the time the modification is requested or the need for the modification becomes apparent.
	 	 	 
	 	5.	The
    Software will be delivered by Licensor to locations 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 Documentation in excess of that required for its own purposes.


 






    	End-User Software License Agreement	 	 Page 5 of 20



    	 



    

 


	 	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 pursuant to the 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 subsidiaries, affiliate or associate
    companies or other entity within the LankaClear Group of companies.


 


	10.	SOFTWARE
    INSTALLATION


 


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


 


	 	1.	Licensor
                                         notifying Licensee the name of the designated Project Manager of the Licensor along with
                                         his/her qualifications, who according to Licensee view, shall be able to complete the
                                         project and Software installation 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 its single point contact with the Licensor for purposes hereunder.
	 	 	 
	 	4.	Licensor’s
                                         designated Project Manager working with designated Licensee’s personnel for all
                                         project implementation activities.




	 	 	 
	 	5.	Analysis
    of Licensee’s business objectives and processes.
	 	 	 
	 	6.	Mapping
    and configuring Licensee’s business objectives and processes to the Software.


 


The
Licensee shall be responsible to provide all of the required Hardware except that required for the installation of any special
software, which special Hardware the Licensor shall provide as specified in Table 1 of 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 the same. However the following 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.


 






    	End-User Software License Agreement	 	 Page 6 of 20



    	 



    

 


	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 and functionality of the Software.


 


	13.	SERVICE
    LEVEL AGREEMENT


 


The
Licensor shall sign a separate mutually agreed SLA covering the warranty and the post-warranty periods with the required service
levels within 14 days of accepting the Letter of Award.


 


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 Licensee, without additional charges, (I) telephonic support 24 hours
a day and 365 days a year and (ii) remote support 24 hours a day and 365 days a year. In case there is an issue in the application
due to the Licensor in any manner whatsoever, which requires on-site support, the Licensor will be responsible for all expenses
of such visits including transport.




 


Provided
the Licensee has made all payments due under the Technical Support and Maintenance Services Agreement executed between the parties
hereto, the Licensor will be responsible to provide to Licensee all patches or updates to the Software that it develops along
with relevant Documentation containing inter alia the functionality, specifications and Installation procedures for any
such patches or updates, immediately upon developing such Software.


 


	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.


 






    	End-User Software License Agreement	 	 Page 7 of 20



    	 



    

 


	15.	UPDATES
    AND REVISIONS


 


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


 


	16.	TERM
    AND TERMINATION


 


This
Agreement shall be effective from 01.04.2013 until terminated as per provisions hereunder.


 


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 remedy any such breach within 60 days of notification by the Licensor of such breach or if Licensee becomes
bankrupt or insolvent. Licensee shall have the right to immediately terminate this License if Licensor fails to perform any obligation
required of Licensor under this Agreement or if Licensor becomes bankrupt or insolvent. This License Agreement takes effect upon
Licensee’s use of the software and effective until terminated. Licensee may terminate this Agreement at any time for whatever
reasons by giving six (06) 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 reason by giving
eighteen (18) 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.


 


Termination
of this Agreement will not in any event affect any rights or liabilities of the parties accrued to them as at the date of termination.


 


Exercise
of any right by either Party hereunder shall not prejudice that Party’s right to exercise any other right, or to terminate
this Agreement.


 


	17.	WARRANTY


 


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


 


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


 


	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 which will be
replaced by the Licensor within 3 days.


 






    	End-User Software License Agreement	 	 Page 8 of 20



    	 



    

 


IN
NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE FOR ANY CONSEQUENSIAL 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.


 


	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.


 






    	End-User Software License Agreement	 	 Page 9 of 20



    	 



    

 





	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.


 


Neither
Clause 18 herein nor other exclusion or limitation of liability shall apply to this Clause.


 


	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.


 


If
any dispute or difference whatsoever arises between the parties concerning matters relating to this Agreement or any provision
thereof, the parties herein shall use their best endeavors to resolve the dispute or difference amicably




 


Failing
amicable resolution of such dispute or difference by the parties hereto the dispute or difference shall then be finally resolved
by arbitration by a sole Arbitrator or in the event the Parties hereto cannot agree to the appointment of a sole Arbitrator by
a panel of three Arbitrators at Colombo as per the Arbitration Act No. 11 of 1995 of Sri Lanka


 


	26.	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.




 


	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.


 






    	End-User Software License Agreement	 	 Page 10 of 20



    	 



    

 


	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 registered
post, fax, hand delivery or courier 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.


 


To
Licensor


Manager
Legal,


Duo
Software (Pvt) Ltd.


403
Galle Road,


Colombo
3,


 


Fax:
2375133


 


Licensee


General
Manager/CEO


LankaClear
(Pvt) Limited,


Level
18, Bank of Ceylon Head Office,


“BOC
Square”,


No.
01, Bank of Ceylon Mawatha,


Colombo
1.


 


Fax:
2478957


 


	29.	GOVERNING
    LAW


 


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


 


	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 nor operate
so as to bar the exercise or enforcement hereof at any time. Further, no waiver of any term or condition in this Agreement by
either Party shall be deemed subsequent waiver of that term or waiver of any other term or condition.


 


	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.


 


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.


 






    	End-User Software License Agreement	 	 Page 11 of 20



    	 



    

 


	33.	COMPLETE
    AGREEMENT


 


This
Agreement and its Schedules mentioned below 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.


 


	 	i)	Schedule
    A	-	Computer
    Programmes and Documentation
	 	ii)	Schedule
    B	-	Licensing
	 	iii)	Schedule
    C	-	Payment
    Schedule
	 	iv)	Schedule
    D	-	Hardware,
    Programing Language and Operating System
	 	v)	Schedule
    E	-	Software
    Features Summary
	 	vi)	Schedule
    F	-	Documentation


 


	34.	WARRANTY
    OF AUTHORITY


 


The
Licensee hereby warrants that it has full capacity in law and otherwise to enter into this Agreement and to carry out obligations/services
hereunder, and that there is nothing legally or otherwise prohibiting it from doing so. Both parties hereto represent and warrant
to each other that the signatories of both parties are entitled to sign on behalf of the respective parties and the rights and
obligations of both parties shall be legally valid and binding and enforceable on both parties.


 


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.


 






	For
    and on behalf of	 	For
    and on behalf of
	DUO
    SOFTWARE (PVT) LIMITED	 	LANKACLEAR
    (PVT) LIMITED
	 	 	 
	/s/
    JENNIFER PERERA		 	/s/
    SUNIMAL B. WEERASOORIYA	
	JENNIFER
    PERERA	 	SUNIMAL
    B. WEERASOORIYA,
	CFO	 	General
    Manager/CEO
	 	 	 
	Witness:
    	 	Witness:
    
	 	 	 
	/s/
    M.A.Safras Mohamed 	 	/s/ Shamitha Atapattu 
	Name:
    M.A.Safras Mohamed	 	Name:
    Shamitha Atapattu
















 






    	End-User Software License Agreement	 	 Page 12 of 20



    	 



    

 


SCHEDULE
A


 


COMPUTER
PROGRAMS AND DOCUMENTATION


 


DuoContact
Ver 3.2


 






    	End-User Software License Agreement	 	 Page 13 of 20



    	 



    

 


SCHEDULE
B


 


LICENSING


 


DuoContact
Version 3.2


 


	Concurrent
    Voice Ports	-
    30 nos.
	Agents
    Licenses	-
    08 nos.
	Supervisor
    Licenses	-
    02 nos.
	Back
    Office Agent licenses	-
    05 nos.


 






    	End-User Software License Agreement	 	 Page 14 of 20



    	 



    

 


SCHEDULE
C


 


PAYMENT
SCHEDULE


 


SOFTWARE
LICENSE AND IMPLEMENTATION FEE


 


	DuoContact Implementation
    Charges	 	 	LKR.
                                         1,300,000.00	 



 


Table
1


 


Annual
Maintenance Charge (AMC)


 


Standard
AMC shall be 20% of the DuoContact Implementation Charges mentioned above. AMC shall be paid effective after the one (01) year
warranty period or from the 12th month from the Installation - whichever occurs first.


 


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


 


Terms
and conditions pertaining to maintenance and support shall be as per the Technical Support and Maintenance Services Agreement
dated the same date as this Agreement, executed between the parties hereto.


 


For
additional Agent license and IVR port license


 


	Description	 	 	Price	 
	Agents License	 	 	USD.
                                         575	 
	Supervisor License	 	 	USD.
                                         950	 
	Back Office Agent
    licenses	 	 	USD.
                                         300	 
	(Agent license will be sold at 5 license blocks by
    the Licensor, or as individual licenses if possible)



 


Table
2


 


Hardware


 


Licensor
will provide the hardware bundled with the Help Desk Call Monitoring and Tracking System, should client insist.


 


	Description	 	Quantity



	 	 	Unit
    Price	 	 	Total
    Price	 
	HP Proliant
    Server	 	 	02	 	 	 	LKR.
                                         295,500.00	 	 	 	LKR.
                                         591,000.00	 



 


Table
3


 


Licensor
will not charge any AMC or support fee for the hardware and will not take the responsibility of warranty and hardware failure
since Licensor is neither a vendor nor an agent for the above hardware.


 






    	End-User Software License Agreement	 	 Page 15 of 20



    	 



    







 


Warranty/Support
will be determined and worked according to the agent/vendor of the above specified hardware.


 


However,
Licensor will coordinate with hardware vendor if a hardware failure/fault occurs, to ensure that such failure/fault does not affect
Licensee’s Help Desk operation.


 


PAYMENT
TERMS


 


Software
License and Implementation fee


 


20%
within 14 days of the letter of award


80%
on Completion of Implementation


 


Additional
Licenses


 


Payment
for additional licenses shall a one-time payment and shall be made after the licenses are delivered - as per pricing in Table
2 of this Schedule.


 






    	End-User Software License Agreement	 	 Page 16 of 20



    	 



    

 


SCHEDULE
D


 


HARDWARE,
PROGRAMMING LANGUAGE AND OPERATING SYSTEM


 


	Production
    Servers	 	Recommended
    Hardware Specification	 	High
    Availability Requirement
	DuoContact
    - Call Sever/DB Server	 	HP
    Proliant Server	 	Minimum
    of 2 Servers for Redundancy


 


Table
1


 






    	End-User Software License Agreement	 	 Page 17 of 20



    	 



    

 


SCHEDULE
E


 


SOFTWARE
FEATURES SUMMARY


 


	CODE	 	QTY	 	Unit

    Measure	 	Description
	Contact
    Center

    Solution

    functions	 	 	 	 	 	 
	DC-BS-1001-01	 	30	 	EA	 	DuoContact
                                         Base APP

        with
        RTP /G711, G726 Codec. IP Control

	DC-BS-1001-02	 	30	 	EA	 	G729
    Voice Codec
	DC-BS-1010-01	 	08	 	EA	 	Record
    & Play back
	DC-BS-1012-01	 	02	 	EA	 	Conference
    Resource
	DC-BS-1012-02	 	04	 	EA	 	Conference
    Clients
	DC-BS-1013-01	 	01	 	EA	 	Fax
    Termination
	DC-BS-1015-01	 	08	 	EA	 	Queue
	DC-BS-1015-02	 	08	 	P.P	 	ACD
	DC-BS-1016-01	 	08	 	P.P	 	IVR
	DC-BS-1017-01	 	08	 	EA	 	Client
    Access Connector
	DC-BS-1017-02	 	08	 	P.C	 	Agent
    Console
	DC-BS-1019-01	 	02	 	EA	 	Supervisor
    Connector
	DC-BS-1019-02	 	02	 	P.C	 	Supervisor
    Console
	DC-BS-1023-01	 	08	 	EA	 	Music
    On Hold
	DC-BS-1030-01	 	01	 	EA	 	Central
    Reporting
	DC-BS-1030-02	 	08	 	EA	 	Agent
    Reporting
	DC-BS-1030-03	 	01	 	EA	 	Supervisor
    Reporting
	DC-BS-1041-01	 	00	 	EA	 	Email
	DC-BS-1041-02	 	00	 	P.C	 	Email
    Client
	DC-BS-1042-01	 	00	 	EA	 	SMS
    (Not included for client communication but will have the option for internal task escalation.)
	DC-BS-1065-01	 	00	 	P.C	 	Call
    Intrusion
	DC-BS-1065-02	 	00	 	P.C	 	Supervisor
    Agent Assist
	DC-BS-1090-01	 	01	 	P.C	 	API
    for Extending to 3rd Party
	 	 	 	 	 	 	 
	DUO

        WorkAction
	 	 	 	 	 	 
	DC-WA-1000-
    01	 	08	 	EA	 	Work
    Action Agent Module - Manage inquiries, complaints and activities
	DC-WA-1030-
    01	 	05	 	EA	 	Work
    Action Back. Office Module — Manage inquiries, complaints and activities


 






    	End-User Software License Agreement	 	 Page 18 of 20



    	 



    

 


	Third
    party Software	 	 	 	 	 	 
	Operating
    System	 	02	 	 	 	Window
    Server 2008 R2 Standard Edition
	Database	 	02	 	 	 	MS
    SQL 2008 R2 Standard Edition
	 	 	 	 	 	 	 
	Hardware	 	 	 	 	 	 
	DIA-IEI-LC	 	00	 	PC	 	Dialogic
    HMP License
	IP
    Phone Agent	 	00	 	PC	 	 
	Media
    Gateway	 	00	 	PC	 	Media
    Gateway
	Servers	 	02	 	 	 	HP
    Servers
	Headsets	 	06	 	EA	 	Accutone
    Headset


 


EA
= Each Agent


PP
= Per Port


PC
= Per Client


PT
= Per Tenant


 






    	End-User Software License Agreement	 	 Page 19 of 20



    	 



    

 


SCHEDULE
F


 


DOCUMENTATION


 


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


 






    	End-User Software License Agreement	 	 Page 20 of 20