Product
License and Content AGREEMENT


 


MPHASE
TECHNOLOGIES and iLearningEngines


 


Agreement
Reference Number – MPHASE TECHNOLOGIES and iLearningEngines


 




    	 



    	 



    

 


	1.	DEFINITIONS
                                         AND INTERPRETATION



 


	1.1.	Definitions



 


In
this Agreement, unless the context otherwise requires, the words set out below shall have the meanings set out alongside them:


 


	Word	Meaning
	Affiliate	in
    relation to any Party, any other party that directly or indirectly controls or is controlled by or is under common control
    with such Party.
	Affected
    Party	Has
    the meaning set out in clause ‎16.1
	Agreement	This
    Service Agreement between MPHASE TECHNOLOGIES and iLearningEngines including the Whereas provisions and the SCHEDULES.
	Authorized
    Recipients	has
    the meaning given to it in Clause 13.2
	Business
    Days	Monday
    to Friday inclusive in India and USA and Sunday to Thursday inclusive, excluding any holidays announced by the UAE or Dubai
    Government.
	Change
    Control Note	The
    written record of a change agreed or to be agreed by the Parties pursuant to clause 6.3 in the form set out in SCHEDULE 2.
	Confidential
    Information	All
    information of whatever kind (including proprietary and trade secret information) disclosed by or on behalf of either Party
    by any means whatsoever in respect of and relating to this Agreement (including for the avoidance of doubt this Agreement),
    whether such information is disclosed before, on or after the Commencement Date.
	Control	The
    possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity,
    whether through ownership of voting securities, by contract or otherwise, and “Controls” or “Controlled”
    shall be construed accordingly.
	Commencement
    Date	means
    01 August 2019
	Customer(s)	means
    the existing and/or prospective entities MPHASE TECHNOLOGIES is under contract to deliver Services;
	Data
    Protection Laws	means
    all applicable statutes, laws, secondary legislation or regulations pertaining to privacy, confidentiality and/or the protection
    of Personal Data or corporate data including Federal Law No. 3 1987, Federal Law No. 5 of 1985, Federal Law No. 8 of 1980,
    Federal Law No. 1 of 2006 and its corresponding Dubai Law No. 2 of 2002 relating to Electronic Transactions and Commerce and
    Federal Law No. 5 of 2012 relating to Combating Information Technology Crimes;
	Deliverables	Deliverables
    mean documents to be supplied by the iLearningEngines as part of the Services and as agreed in an SOW.



 



    	 



    	 



    

 


	Word	Meaning
	Dispute	has
    the meaning given to it in Clause 18.2
	Dispute
    Resolution Procedure	means
    the procedure set out in Clause 18.
	Force
    Majeure Event	Has
    the meaning set out in Clause ‎16.
	Good
    Industry Practice	means
    the standard of skill, care and diligence which is reasonably expected to be adhered by skilled and experienced information
    and communication technology service provider engaged in carrying out the activities the same as, or similar to, the Services
    under the same or similar circumstances in the United Arab Emirates.
	Group	means
    MPHASE TECHNOLOGIES and Affiliates of MPHASE TECHNOLOGIES
	Indemnified
    Parties	has
    the meaning given to it in Clause 12.2
	Indemnified
    Persons	has
    the meaning given to it in Clause 10.1
	Intellectual
    Property Rights	Patents,
    rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill
    or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography
    rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual
    property rights, in each case whether registered or unregistered, and including without limitation all applications for, and
    renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
	IPR
    Claim	has
    the meaning given to it in Clause 12.3
	Personal
    Data	means
    any data or information which relates to an individual (including any Group staff and Customers) and which is held by or is
    under the control of MPHASE TECHNOLOGIES or any member of the Group and, to the extent the Data Protection Laws apply to data
    or information which relates to a corporate entity, "Personal Data" shall include such data and information;
	Pre-Existing
    Materials	means
        any Intellectual Property Rights, works and materials owned by or

        licensed
        to a Party prior to entering into this Agreement;

	Prices	mean
    the prices or charges for Services and Deliverables specified within the SOW, which are payable by MPHASE TECHNOLOGIES to
    the iLearningEngines pursuant to the terms of this Agreement. Such prices or charges are inclusive of all forms of taxes,
    duties, excise and imposts;
	Replacement	has
    the meaning given to it under Clause 10.5
	Representative(s)	The
    individuals appointed by the Parties, who shall act as the principal points of contact between the Parties in relation to
    matters arising under this Agreement.




    	 



    	 



    

 


	Word	Meaning
	Services	means
    the services, resources, iLearningEngines’ Personnel and/or Deliverables set out in the SOW to be provided by iLearningEngines
    pursuant to the terms and conditions of this Agreement;
	Service
    Hours	Unless
        otherwise specified in SCHEDULE 1 in relation to any particular Service, the following hours:

        07:30
        to 15:30 during a Business Day

	Statement
    of Work (SOW)	means
    a statement of work or a group of statement of works as set out in SCHEDULE 1 of this Agreement;
	ILearningEngines'
    Materials	means
    any works and materials created, developed, written or prepared by ILearningEngines, its employees, agents or subcontractors
    in relation to, or as part of, the performance of the Services (whether individually, collectively or jointly with iLearningEngines
    and on whatever media) including the Deliverables and any computer software programs, reports, studies, data, databases, diagrams,
    charts and specifications pre-contractual and contractual documents and all drafts thereof and working papers relating thereto;
	ILearningEngines'
    Personnel	means
    those employees of iLearningEngines assigned to the provision of the Services and, where appropriate, any replacements of
    such employees;
	Term	means
    the period commencing on the Start Date and ending on the date on which this Agreement is terminated in accordance with its
    terms, unless otherwise specified in the relevant SOW;
	USA	means
    the United States of America
	Uncompleted
    Services	has
    the meaning given to it under Clause 10.5.



 

	1.2.	Interpretation



 


		1.2.1.	Clause,
                                         schedule, appendix and paragraph headings shall not affect the interpretation of this
                                         Agreement.
	 	 	 
		1.2.2.	A
                                         “person” includes a natural person, corporate or unincorporated body (whether
                                         or not having separate legal personality).
	 	 	 
		1.2.3.	Reference
                                         to a “company” shall include any company, corporation or other body corporate,
                                         wherever and however incorporated or established.
	 	 	 
		1.2.4.	Unless
                                         the context otherwise requires, words in the singular shall include the plural and in
                                         the plural include the singular.
	 	 	 
		1.2.5.	Unless
                                         the context otherwise requires, a reference to one gender shall include a reference to
                                         the other genders.
	 	 	 
		1.2.6.	References
                                         to times are to times in Washington DC, United States of America.
	 	 	 
		1.2.7.	A
                                         reference to a statute or statutory provision is a reference to it as amended, extended
                                         or re-enacted from time to time.



 




    	 



    	 



    

 


		1.2.8.	A
                                         reference to “writing” or “written” includes faxes and email.
	 	 	 
		1.2.9.	References
                                         to clauses, SCHEDULES are to the clauses, schedules of or to this Agreement and references
                                         to paragraphs are to paragraphs of the relevant SCHEDULE
	 	 	 
		1.2.10.	The
                                         words “include” or “including” and similar expressions are not
                                         words of limitation.



 


	2.	PRODUCT
                                         LICENSE & CONTENT SERVICES



 


	2.1	With
                                         effect from the Start Date, MPHASE TECHNOLOGIES hereby appoints iLearningEngines to perform
                                         and/or supply the Services and iLearningEngines hereby accepts the appointment to perform
                                         and/or supply the Services in accordance with this Agreement. The exact nature and scope
                                         of such Services is specifically detailed in the relevant SOW.



 


	3.	TERM



 


	3.1	This
                                         Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance
                                         with clause 7, shall continue until the Services have been performed and completed in
                                         the manner agreed in accordance with the terms of this Agreement, and all Deliverables
                                         have been delivered to MPHASE TECHNOLOGIES as described in SECHEDULE 1 of this agreement.



 


	4.	DELIVERY
                                         ACCEPTANCE



 


	4.1	This
                                         Agreement is signed by duly authorized representatives of the Parties
	 	 
	4.2	In
                                         the event that MPHASE TECHNOLOGIES does not issue a written notice of acceptance or MPHASE
                                         TECHNOLOGIES rejects the Services and/or Deliverables under this Agreement, the iLearningEngines
                                         shall cure such failing and resubmit for MPHASE TECHNOLOGIES acceptance, the Services
                                         and/or Deliverables, within ten (10) Working Days from receipt of such notice of failure
                                         and/or rejection.
	 	 
	4.3	iLearningEngines
                                         shall be under no liability towards MPHASE TECHNOLOGIES for any delay or failure to provide,
                                         or procure the provision of, any Services in accordance with this Agreement to the extent
                                         that the failure is as a result of:



 


		4.3.1	MPHASE
                                         TECHNOLOGIES’s failure to comply with any material obligations under this Agreement
                                         to the extent such failure adversely affects the ability of the iLearningEngines to provide
                                         any such Services; or
	 	 	 
		4.3.2	a
                                         Force Majeure Event.



 




    	 



    	 



    

 


	4.4	Time
                                         is of the essence for all times, dates and periods specified in this Agreement. MPHASE
                                         TECHNOLOGIES shall not be liable to Client for any delay or failure in providing the
                                         Services or any other obligations to the extent caused either in whole or in part by
                                         any failure to act by the Client, Client’s Affiliates, contractors, agents and
                                         consultants.



 


	5.	REPRESENTATIVES



 


	5.1	With
                                         effect from the Commencement Date, MPHASE TECHNOLOGIES and the iLearningEngines shall
                                         each appoint (“Representative(s)”), who shall act as the principal points
                                         of contact between the Parties in relation to matters arising under this Agreement in
                                         respect of the Services. In respect of either MPHASE TECHNOLOGIES or the ILearningEngines,
                                         the minimum number of Representatives shall in either case be one (1).
	 	 
	5.2	Either
                                         Party shall be entitled to replace their respective Representative(s) at any time, but
                                         shall give the other Party sufficient written notice of such replacement.
	 	 
	5.3	iLearningEngines
                                         and MPHASE TECHNOLOGIES’s Representative shall meet at times and frequencies as
                                         often as reasonably requested by either Party to ensure efficient performance of the
                                         Services under this Agreement.
	 	 
	5.4	iLearningEngines
                                         will prepare and submit reports and supply any information relating to the Services as
                                         requested by MPHASE TECHNOLOGIES.
	 	 
	5.5	iLearningEngines
                                         will keep detailed records of all activities undertaken in connection with the provision
                                         of the Services. iLearningEngines shall, at MPHASE TECHNOLOGIES’s request which
                                         it will make by giving no less than ten (10) Working Days written notice, make them available
                                         for inspection and/or subject to the confidentiality obligations under this Agreement,
                                         provide copies thereof to MPHASE TECHNOLOGIES.
	 	 
	5.6	iLearningEngines
                                         shall ensure that while any of ILearningEngines’ Personnel are on MPHASE TECHNOLOGIES’s
                                         premises, they will observe and comply with all applicable policies, rules and regulations
                                         relating to health, safety, security and code of conduct as provided by MPHASE TECHNOLOGIES
                                         to ILearningEngines.
	 	 
	5.7	The
                                         iLearningEngines shall defend, hold harmless and indemnify MPHASE TECHNOLOGIES and any
                                         member of the Group, from and against any and all losses, claims, costs, liabilities,
                                         damages and expenses which may arise pursuant to a claim involving the ILearningEngines’
                                         Personnel and which is brought under the theory of an employer-employee relationship
                                         such as, but not limited to, a claim for, wages, bonuses, employment benefits, leave
                                         entitlements, insurance, end of service gratuity payments, relocation costs, travel to
                                         country expenses or income taxes.
	 	 
	5.8	The
                                         iLearningEngines must at all times maintain valid visa and work permits for any of its
                                         ILearningEngines’ Personnel for whom a visa is required. Any failure to do so will
                                         result in removal of the ILearningEngines’ Personnel and, not withstanding any
                                         other rights or remedies
MPHASE TECHNOLOGIES may have under this Agreement, MPHASE TECHNOLOGIES may immediately terminate the Agreement. The iLearningEngines
will provide MPHASE TECHNOLOGIES copies of each ILearningEngines’ Personnel’s visa and passport prior to Start Date.



 




    	 



    	 



    




 


	5.9	The
                                         iLearningEngines must ensure it has conducted background security checks for all ILearningEngines’
                                         Personnel provided to perform the Services. In the event MPHASE TECHNOLOGIES in its reasonable
                                         opinion is not satisfied with the background security checks conducted by the iLearningEngines
                                         then MPHASE TECHNOLOGIES reserves the right, in its absolute discretion, to conduct any
                                         necessary background security checks on the ILearningEngines’ Personnel prior to
                                         or during the Term of the Agreement. The iLearningEngines will be responsible for payments
                                         of all costs associated with conducting background security checks. The iLearningEngines
                                         will provide MPHASE TECHNOLOGIES with the background security check results prior to
                                         the Start Date of the Agreement.



 


	6.	REVIEW
                                         AND/OR CHANGES TO THE SERVICES



 


	6.1	The
                                         Parties shall hold review meetings, at least once every week or to be mutually agreed
                                         upon time/period to discuss the provisions of Services under this Agreement, and/or as
                                         otherwise agreed (the “Review Meeting”), at which they shall be represented
                                         by the appropriate iLearningEngines Representative(s) and MPHASE TECHNOLOGIES Representative(s),
                                         respectively.
	 	 
	6.2	Each
                                         Party shall bear their own costs for the organization of, and attendance at, any meetings
                                         (including, without limitation, Review Meetings) between the Representative(s).
	 	 
	6.3	If
                                         either Party wishes to change the scope of the Services, it shall submit details of the
                                         requested change to the other in writing in the form of a (“Change Control Note”).
	 	 
	6.4	If
                                         either Party requests a change to the scope or execution of the Services, MPHASE TECHNOLOGIES
                                         shall, within a reasonable time, provide a written estimate to the Client of:



 


		6.4.1.	the
                                         likely time required to implement the change;
	 	 	 
		6.4.2.	any
                                         variations to MPHASE TECHNOLOGIES's charges arising from the change;
	 	 	 
		6.4.3.	the
                                         likely effect of the change on the scope of Services at SCHEDULE 1; and
	 	 	 
		6.4.4.	any
                                         other impact of the change on the terms of the Agreement.



 


	6.5	If
                                         MPHASE TECHNOLOGIES requests a change to the scope of the Services, the Client shall
                                         not unreasonably withhold or delay consent to it.
	 	 
	6.6	If
                                         the iLearningEngines requests the change, MPHASE TECHNOLOGIES has no obligation to agree
                                         to such change unless and until the Parties have executed a Change Control Note outlining
the necessary variations to the Prices, the scope of Services in the SOW and any other relevant terms of the Agreement to take
account of the change.



 




    	 



    	 



    




 


	7.	AGREEMENT
                                         TERMINATION



 


	7.1	Termination
                                         on Notice. Either party may terminate this agreement for any reason only after the
                                         first anniversary date of this Agreement with a thirty (30) Business Days’ notice
                                         to the other party. 
	 	 
	7.2	Termination
                                         for Material Breach. Each party may terminate this agreement with immediate effect
                                         by delivering notice of the termination to the other party, if



 





		7.2.1	the
                                                                                                                                                                                                                                                 other                                          party fails to perform, has made or makes any inaccuracy in, or otherwise
                                                                                                                                                                                                                                                 materially breaches, any of its obligations, covenants, or representations, and
	 	 	 
		7.2.2	the
                                         failure, inaccuracy, or breach continues for a period of thirty (30) Business Days' after
                                         the injured party delivers notice to the breaching party reasonably detailing the breach



 


	7.3	Termination
                                         of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations
                                         or liabilities of the Parties existing at termination.
	 	 
	7.4	Upon
                                         termination of this Agreement for any reason each Party shall as soon as reasonably practicable:



 


		7.4.1	return,
                                         destroy or permanently erase (as directed in writing by the other Party) any documents,
                                         handbooks, CD-ROMs or DVDs or other information or data provided to it by the other Party
                                         containing, reflecting, incorporating or based on Confidential Information belonging
                                         to the other Party. If required by the other Party, it shall provide written evidence
                                         (in the form of a letter signed by an authorized signatory of the company) no later than
                                         fourteen (14) days after termination of this Agreement that these have been destroyed
                                         and that it has not retained any copies of them;
	 	 	 
		7.4.2	return
                                         all of the other Party's equipment and materials, failing which, the other Party may
                                         enter the relevant premises and take possession of them. Until these are returned or
                                         repossessed, the Party in possession shall be solely responsible for their safe-keeping.



 


	7.5	Any
                                         provision of this Agreement which expressly or by implication is intended to come into
                                         or continue in force on or after termination of this Agreement shall remain in full force
                                         and effect.



 




    	 



    	 



    

 


	7.6	Notwithstanding
                                         its obligations in this clause 7, if a Party is required by any law, regulation, or government
                                         or regulatory body to retain any documents or materials containing the other Party's
                                         Confidential Information, it shall notify the other Party in writing of such retention,
                                         giving details of the documents and/or materials that it must retain.



 


	8.	PARTIES
                                         UNDERTAKINGS



 


	8.1	iLearningEngines
                                         represents, warrants and undertakes to MPHASE TECHNOLOGIES on the date of this Agreement
                                         and each day of the Term that:



 


		8.1.1	it
                                         has been duly incorporated, organized and/or established and validly exists under the
                                         laws of the jurisdiction of its incorporation, organization or establishment (as the
                                         case may be) and has the relevant constitutional approvals to provide the Services in
                                         accordance with the terms of this Agreement;
	 	 	 
		8.1.2	this
                                         Agreement has been duly authorized by, and upon execution will constitute a valid and
                                         legally binding agreement on the ILearningEngines, enforceable against the iLearningEngines
                                         in accordance with its terms;
	 	 	 
		8.1.3	it
                                         possesses all requisite certificates, authorizations and permits (whether issued by any
                                         regulatory authority or otherwise) for the provision of the Services;
	 	 	 
		8.1.4	it
                                         shall carry out the Services in accordance with this Agreement with the care, skill and
                                         diligence required in accordance with Good Industry Practice and all applicable laws;
	 	 	 
		8.1.5	it
                                         will ensure at all times during the performance of the Product implementation and Services,
                                         that it shall keep itself acquainted with and comply with all relevant and applicable
                                         laws, decrees, regulations, rules, procedures and codes of practice at any location where
                                         the iLearningEngines is performing the Services;
	 	 	 
		8.1.6	it
                                         and ILearningEngines’ Personnel have the necessary skill and expertise which would
                                         reasonably be expected to be observed by a skilled and experienced person engaged in
                                         carrying out activities the same as, or similar to, the Services on the terms set out
                                         in any Agreement;
	 	 	 
		8.1.7	unless
                                         specifically authorized in writing by MPHASE TECHNOLOGIES, it shall not have any authority
                                         to incur expenditure in the name or for the account of MPHASE TECHNOLOGIES or hold itself
                                         out in any way as having authority to bind MPHASE TECHNOLOGIES;
	 	 	 
		8.1.8	it
                                         will make available the ILearningEngines’ Personnel to perform the duties of the
                                         iLearningEngines as stipulated in this Agreement or provide replacements of equivalent
                                         status, in each case as may be approved by MPHASE TECHNOLOGIES, at its sole discretion;



 




    	 



    	 



    

 


		8.1.9	it
                                         will pass on to MPHASE TECHNOLOGIES, the benefits of any warranties and/or indemnities
                                         it receives from any third-party vendors; and
	 	 	 
		8.1.10	it
                                         will not, nor will ILearningEngines’ Personnel, accept or give any commission or
                                         gift or other financial benefit or inducement from or to any person or party in connection
                                         with this Agreement and will ensure that its employees, agents and subcontractors will
                                         not accept or give any such commission, gift, benefit or inducement, and will immediately
                                         give MPHASE TECHNOLOGIES details of any such commission, gift, benefit or inducement
                                         which may be offered
	 	 	 
		8.1.11	it
                                         shall:



 


		8.1.11.1	co-operate
                                         with MPHASE TECHNOLOGIES and provide any assistance or information as may reasonably
                                         be required by MPHASE TECHNOLOGIES, including in relation to the diagnosis of any faults;
	 	 	 
		8.1.11.2	report
                                         faults promptly to MPHASE TECHNOLOGIES;
	 	 	 
		8.1.11.3	keep
                                         full backup copies of all of its data; and
	 	 	 
	 	8.1.11.4	subject
                                         to clause 13; it shall indemnify and keep indemnified MPHASE TECHNOLOGIES against any
                                         losses, damages, costs (including legal fees) and expenses incurred by or awarded against
                                         MPHASE TECHNOLOGIES as a result of the ILearningEngines’ breach of this Agreement
                                         howsoever arising or any negligent or wrongful act of the ILearningEngines, its officers,
                                         employees, contractors or agents.



 





		8.1.12	it
                                         shall not, without the prior written consent of MPHASE TECHNOLOGIES, at any time from
                                         the Commencement Date to the expiry of six (6) months after termination or expiry of
                                         this Agreement, solicit or entice away from MPHASE TECHNOLOGIES or employ or attempt
                                         to employ any person who is, or has been, engaged in the Services as an employee of MPHASE
                                         TECHNOLOGIES.
	 	 	 
		8.1.13	Except
                                         as provided herein, iLearningEngines makes no other representation or warranty, express
                                         or implied.



 


	8.2	MPHASE
                                         TECHNOLOGIES represents and warrants that:



 


		8.2.1	it
                                         has been duly incorporated, organized and/or established and validly exists under the
                                         laws of the jurisdiction of its incorporation, organization or establishment (as the
                                         case may be) and has the relevant constitutional approvals to provide the Services in
                                         accordance with the terms of this Agreement;
	 	 	 
		8.2.2	this
                                         Agreement has been duly authorized by, and upon execution will constitute a valid and
                                         legally binding agreement on the ILearningEngines, enforceable against the iLearningEngines
                                         in accordance with its terms; and



 




    	 



    	 



    

 


		8.2.3	it
                                         shall provide in a timely manner such full, safe and uninterrupted access (including
                                         remote access) to the systems which may be required to provide the Services under the
                                         SOW under this Agreement, as may reasonably be required by MPHASE TECHNOLOGIES from time
                                         to time, such access, except in the case of an emergency or agreed downtime, to be within
                                         normal Service Hours;
	 	 	 
		8.2.4	it
                                         shall be responsible (at its own cost) for preparing the relevant premises for the supply
                                         of the Services;
	 	 	 
		8.2.5	it
                                         shall ensure that appropriate environmental conditions are maintained for the maintained
                                         software and hardware and shall take all reasonable steps to ensure that the maintained
                                         software and hardware is operated in a proper manner by the ILearningEngines’ employees;
	 	 	 
		8.2.6	provide
                                         iLearningEngines with any information and documents as iLearningEngines may reasonably
                                         request for the proper performance of its obligations under this Agreement; and
	 	 	 
		8.2.7	subject
                                         to any restraints or conditions imposed by any regulatory authority or government related
                                         entity, use all reasonable efforts to allow iLearningEngines such access to MPHASE TECHNOLOGIES
                                         premises, if necessary to perform its obligations under this Agreement, provided that
                                         MPHASE TECHNOLOGIES reserves the right (at its sole discretion) to refuse entry to, or
                                         to require the iLearningEngines to remove promptly, any ILearningEngines’ Personnel
                                         or any personnel of its agents, subcontractors or Affiliates.



 


	8.3	MPHASE
                                         TECHNOLOGIES makes no representation or warranty, express or implied, whether as to the
                                         accuracy, reliability or completeness (or otherwise) of any information or documents,
                                         unless that representation or warranty is expressly stated in this Agreement.



 





	9.	PAYMENT


 





	9.1	In
                                         consideration for iLearningEngines performing and/or supplying the Services, MPHASE TECHNOLOGIES
                                         shall pay iLearningEngines the Prices, in accordance with SCHEDULE 1 and the terms of
                                         this Agreement. The Prices shall be inclusive of all charges, disbursements, expenses
                                         and taxes of any nature whatsoever.
	 	 
	9.2	iLearningEngines
                                         shall be entitled to render invoices in accordance with the SOW and payment of any sums
                                         due shall be made, subject to Clause 9.3, and unless the Parties agree otherwise, within
                                         forty-five (45) calendar days from the date of the invoice was properly rendered; provided
                                         that an invoice shall be deemed to be properly rendered only once the iLearningEngines
                                         has submitted all documents reasonably required by MPHASE TECHNOLOGIES to support each
                                         invoice.



 




    	 



    	 



    

 


	9.3	All
                                         invoices must be addressed to Chief Financial Officer and sent to the address specified
                                         below:



 


MPHASE
TECHNOLOGIES INC.


9841
Washingtonian Blvd, Suite 390


Gaithersburg
MD 20878


 


		9.3.1	Each
                                         invoice must be an original and must include the following minimum details:



 


		9.3.1.1	Name
                                         of the project representative and a brief description of the Services; and
	 	 	 
		9.3.1.2	Agreement
                                         Reference Number.



 


	9.4	If
                                         any part of the Prices is disputed by MPHASE TECHNOLOGIES, the following provisions shall
                                         apply:



 


		9.4.1	MPHASE
                                         TECHNOLOGIES shall pay iLearningEngines all undisputed amounts in accordance with Clause
                                         9.2;
	 	 	 
		9.4.2	MPHASE
                                         TECHNOLOGIES shall notify iLearningEngines within fifteen (15) calendar days from the
                                         date of the invoice, of any disputed items and shall describe in reasonable detail MPHASE
                                         TECHNOLOGIES’s reasons for disputing each item;
	 	 	 
		9.4.3	within
                                         fourteen (14) calendar days after iLearningEngines has received the notice referred to
                                         in Clause 9.4.2, the Parties shall seek to reach settlement on the items that are the
                                         subject of the dispute;
	 	 	 
		9.4.4	in
                                         the case where pursuant to Clause 9.4.3 above, the Parties agree that the disputed charges
                                         are to be paid by MPHASE TECHNOLOGIES, then MPHASE TECHNOLOGIES will pay such amount
                                         in accordance with this Clause 9. Otherwise, the Parties shall resolve such dispute in
                                         accordance with Clause 18.



 


	9.5	MPHASE
                                         TECHNOLOGIES shall have the right to off-set any and all amounts due to iLearningEngines
                                         against any sums due to MPHASE TECHNOLOGIES by the iLearningEngines, whether under this
                                         Agreement or otherwise, for whatever reason. Such right to off-set by MPHASE TECHNOLOGIES
                                         may include instructing MPHASE TECHNOLOGIES customers that have any amount payable to
                                         MPHASE TECHNOLOGIES, to direct such payment directly to iLearningEngines, whereby upon
                                         receipt of payment, iLearningEngines will apply such payment to any and all amounts due
                                         to iLearningEngines by MHPASE TECHNOLOGIES.



 



    	 



    	 



    

 





	10.	LIABILITY


 


	10.1	iLearningEngines
                                         shall defend, hold harmless and indemnify MPHASE TECHNOLOGIES and any member of the Group,
                                         from and against any and all third party losses, claims, costs, liabilities, damages
                                         (including any loss of, or damage to, any property of, or injury to or death of, any
                                         person) and expenses finally awarded against MPHASE TECHNOLOGIES or any member of the
                                         Group or its Customers and their respective directors, officers, employees and agents
                                         (the “Indemnified Persons”) arising from or in connection with any
                                         wilful or negligent act or omission by the iLearningEngines or its officers, directors,
                                         employees, agents or subcontractors and/or any breach by the iLearningEngines of the
                                         Agreement, any applicable law and regulation or arising directly out of the performance
                                         by the iLearningEngines of its obligations under this Agreement.
	 	 
	10.2	All
                                         warranties, conditions and other terms implied by statute or law are, to the fullest
                                         extent permitted by law, excluded from the Agreement.
	 	 
	10.3	Nothing
                                         in this Agreement excludes the liability of the Parties:



 


		10.3.1	for
                                         death or personal injury caused by either Party negligence; or
	 	 	 
		10.3.2	for
                                         fraud or fraudulent misrepresentation.



 


	10.4	If
                                         iLearningEngines is in breach of its obligations under this Agreement and fails to remedy
                                         such breach within seven (7) calendar days after receiving notice requiring it to do
                                         so, MPHASE TECHNOLOGIES shall have the right, without prejudice to any other remedy it
                                         may have, to engage one or more third parties (each such third party a (“Replacement”)
                                         to perform a portion or all of the Services that as of the date thereof have not been
                                         performed to the satisfaction of MPHASE TECHNOLOGIES (the “Uncompleted Services”).
                                         iLearningEngines shall indemnify MPHASE TECHNOLOGIES and each member of the Group and
                                         its Customer from and against any and all losses, costs and expenses suffered or incurred
                                         by MPHASE TECHNOLOGIES or members of the Group or its Customer arising out of the engagement
                                         of any Replacements for performance of any, or all, of the Uncompleted Services to the
                                         extent of 10% of contract value that such losses, costs and expenses exceed that portion
                                         of the Prices attributable to the Uncompleted Services.
	 	 
	10.5	The
                                         total liability to MPHASE TECHNOLOGIES under this Agreement shall be limited to the Prices
                                         payable to the iLearningEngines under the “Services” Section of the relevant
                                         SOW, and does not include the commercials attached to the subscription /License price
                                         of the iLearningEngines platform or IP, assuming no early termination and full performance
                                         and/or supply of the Services. Such limitation of liability shall not apply in cases
                                         of fraud, gross negligence, corrupt practices, personal death or bodily harm and/or wilful
                                         misconduct on part of the iLearningEngines or in relation to any amounts which MPHASE
                                         TECHNOLOGIES or any member of the Group or it Customer may claim from the iLearningEngines
                                         under Clauses 12 and 13.
	 	 
	10.6	Neither
                                         Party shall be liable for any indirect or consequential loss or any damages associated
                                         with a loss of revenue, loss of goodwill, loss of profit, loss of any contract, loss of
opportunity, loss of anticipated profits or revenue or costs of capital, business and operational risks.



 




    	 



    	 



    




 


	10.7	The
                                         total aggregate liability of MPHASE TECHNOLOGIES arising under or in connection with
                                         the Agreement or its subject matter (including for negligence or otherwise) for each
                                         event or series of connected events, shall be limited to the last delivered milestone
                                         on services and the full amount of the License/Subscription of the iLearningEngines Platform
                                         in TOTAL as paid under any relevant SOW. Such limitation of liability shall not apply
                                         in cases of fraud, gross negligence, corrupt practices, personal death or bodily harm
                                         and/or wilful misconduct on part of the iLearningEngines or in relation to any amounts
                                         which MPHASE TECHNOLOGIES or any member of the Group or it Customer may claim from the
                                         iLearningEngines under Clauses 12 and 13.
	 	 
	10.8	All
                                         references to either Party in this clause ‎10 shall, for the purposes of this clause
                                         only, be treated as including all employees, subcontractors and iLearningEngines of MPHASE
                                         TECHNOLOGIES and its Affiliates, all of whom shall have the benefit of the exclusions
                                         and limitations of liability set out in this clause.
	 	 
	10.9	This
                                         Clause 10 will not apply for any indemnities provided by the iLearningEngines under this
                                         Agreement for any third parties.
	 	 
	10.10	This
                                         Clause 10 shall remain in full force and effect notwithstanding any termination or expiry
                                         of this Agreement.



 


	11.	INFORMATION
                                         TECHNOLOGY



 


	11.1	Neither
                                         Party shall attempt, except to the extent expressly permitted to do so by this Agreement,
                                         to obtain access to, use or interfere with any IT systems or data used or processed by
                                         the other except to the extent required to do so to receive (in case of MPHASE TECHNOLOGIES)
                                         or provide (in case of ILearningEngines) the Services.
	 	 
	11.2	Each
                                         Party shall:



 


		11.2.1	ensure
                                         that reasonable security measures are maintained to protect its systems from third parties,
                                         and in particular from disruption by any Trojan horse, worm, virus or other software
                                         routine intended or designed to: (i) permit access or use of MPHASE TECHNOLOGIES or iLearningEngines
                                         IT systems by a third person other than as authorized by MPHASE TECHNOLOGIES or the iLearningEngines
                                         or (ii) disable, damage or erase, or disrupt or impair the normal operation of both Parties’
                                         IT systems; and
	 	 	 
		11.2.2	use
                                         its reasonable endeavours not to infect or permit the infection of the other Party’s
                                         systems with any of the items listed in clause 11.2.1.



 




    	 



    	 



    

 


	11.3	The
                                         iLearningEngines shall respect all security or audit measures employed by MPHASE TECHNOLOGIES
                                         and notified in writing to the ILearningEngines. The iLearningEngines shall not permit
                                         users, other those who are specifically authorized by the iLearningEngines to gain access
                                         to MPHASE TECHNOLOGIES IT systems or software, to gain such access and shall not authorise
                                         the destruction, alteration or loss of information contained therein, without MPHASE
                                         TECHNOLOGIES’s express prior written consent.
	 	 
	11.4	The
                                         iLearningEngines shall ensure that a backup copy of all of MPHASE TECHNOLOGIES’s
                                         data, systems and software shall be taken at the end of each Working Day. Each backup
                                         tape shall be stored off-site in a secure location. In the event of a disaster or breakdown
                                         in or interruption to the provision of the Services, the iLearningEngines shall reconstruct
                                         such MPHASE TECHNOLOGIES data, systems and software (as applicable) in accordance with
                                         the Disaster Recovery Procedure.



 


	12.	INTELLECTUAL
                                         PROPERTY RIGHTS



 


	12.1	All
                                         Intellectual Property Rights related to iLearningEngines, or any derivatives of the mentioned
                                         is the exclusive IP retained with iLearningEngines.
	 	 
	12.2	This
                                         agreement does not transfer ownership of the iLearningEngines Product IP and related
                                         property rights.
	 	 
	12.3	Machine
                                         Learning models to train iLearningEngines Machine Learning Algorithms will be owned jointly.
                                         iLearningEngines will have right to use the data for training Machine Learning algorithms
                                         for other customers. 



 


	13.	CONFIDENTIALITY



 





	13.1	Each
                                         Party undertakes to treat as confidential all Confidential Information.



 


		13.1.1	is
                                         supplied by or on behalf of a Party or its Authorized Recipients (as defined below) in
                                         writing and whether before or after the date of the Start Date of the Agreement;
	 	 	 
		13.1.2	is
                                         obtained by a Party or its Authorized Recipients in writing, through written correspondence
                                         with the management, employees, agents or advisers of either Party; or
	 	 	 
		13.1.3	consists
                                         of any reports, analyses, compilations, studies or other documents prepared by, on behalf
                                         of or for MPHASE TECHNOLOGIES or ILearningEngines, and which contain or are derived from
                                         or otherwise reflect any information described in Clause 13.1 to Clause 13.5



 




    	 



    	 



    

 


	13.2	The
                                         Parties may only use the Confidential Information for the purposes of this Agreement.
                                         A Party may provide its employees, officers, directors, subcontractors and professional
                                         advisers (the “Authorized Recipients”) with access to the Confidential
                                         Information on a strictly "need-to-know" basis only. A Party shall ensure that
                                         each of its Authorized Recipients is bound to hold all Confidential Information in confidence
                                         to the standard required under this Agreement. A Party acknowledges and agrees that it
                                         will be responsible for any breach of this Clause 13 by it or any of its Authorized Recipients.
                                         Where an Authorized Recipient is not an employee, officer or director of a Party, that
                                         Party shall use its reasonable endeavours to procure that, the Authorized Recipient,
                                         enters into a written confidentiality undertaking with that Party on substantially equivalent
                                         terms to this Clause 13.
	 	 
	13.3	All
                                         Confidential Information relating to a disclosing Party (including but not limited to
                                         materials, equipment and tools, drawings, specifications and data) supplied by the disclosing
                                         Party to the Party receiving the Confidential Information (“Recipient”) shall
                                         at all times be and remain the exclusive property of the disclosing Party, but shall
                                         be held by the Recipient in safe custody at its own risk and maintained and kept in good
                                         condition by the Recipient until returned to the disclosing Party, and shall not be disposed
                                         of or used other than in accordance with the disclosing Party's written instructions
                                         or authorization.
	 	 
	13.4	Neither
                                         Party shall be liable for the disclosure of any Confidential Information which is:



 


		13.4.1	at
                                         the time of its supply by (or on behalf of) a Party is in, or subsequently comes into,
                                         the public domain, except through breach of any of the undertakings set out in this Agreement;
	 	 	 
		13.4.2	is
                                         already in the lawful possession of a Party or its Authorized Recipient;
	 	 	 
		13.4.3	subsequently
                                         comes lawfully into the possession of a Party or an Authorized Recipient from a third
                                         party who does not owe the other Party an obligation of confidence in relation to it;
                                         or
	 	 	 
		13.4.4	required
                                         to be disclosed by law, regulation or any governmental authority, provided that so far
                                         as it is lawful and practical to do so prior to disclosure, the disclosing Party will
                                         promptly notify the other Party of such requirement with a view, so far as is reasonably
                                         practical, to providing the opportunity for that Party to: (i) contest, at its own cost
                                         and expense, such disclosure; or (ii) agree with the other Party the proposed form, timing,
                                         content and purpose of the disclosure.



 


	13.5	Without
                                         affecting any other rights or remedies that the Parties may have, the Parties agree that
                                         damages may not be an adequate remedy for any breach of the terms of this clause 13 by
                                         either Party or any of their employees, agents or contractors and each Party shall be
                                         entitled to obtain injunctive relief, specific performance or other equitable relief
                                         available in the event of any breach of the terms of this clause 13.



 




    	 



    	 



    

 


	13.6	This
                                         clause 13 shall remain in full force and effect notwithstanding any termination of this
                                         Agreement, for a period of three (3) calendar years from the effective date of termination
                                         of this Agreement. 



 


	14.	DATA
                                         PROTECTION



 


	14.1	In
                                         addition to and notwithstanding any other right or obligation arising under this Agreement,
                                         the iLearningEngines shall (and shall ensure that its sub-contractors shall) take all
                                         appropriate technical and organizational security measures to ensure that Personal Data
                                         is protected against loss, destruction and damage, and against unauthorized or accidental
                                         access, processing, erasure, transfer, use, modification, disclosure or other misuse,
                                         and that only personnel authorized by MPHASE TECHNOLOGIES have access to Personal Data.
	 	 
	14.2	The
                                         iLearningEngines shall (and shall ensure that its employees, agents and subcontractors
                                         shall) in respect of Personal Data:



 


		14.2.1	comply
                                         with any request made or direction given by MPHASE TECHNOLOGIES or the Group in connection
                                         with the requirements of any Data Protection Laws; and
	 	 	 
		14.2.2	not
                                         do or permit anything to be done which might jeopardise or contravene the terms of any
                                         registration, notification or authorization under any Data Protection Laws of MPHASE
                                         TECHNOLOGIES or the Group; and
	 	 	 
		14.2.3	not
                                         process any Personal Data (including personal or private information of personnel, clients
                                         or customers of MPHASE TECHNOLOGIES or the Group) as part of the Services unless it is
                                         acting on the express instructions of MPHASE TECHNOLOGIES or the Group, and such Personal
                                         Data shall be treated as Confidential Information of MPHASE TECHNOLOGIES or the relevant
                                         member of the Group for the purpose of this Agreement; and
	 	 	 
		14.2.4	use
                                         Personal Data only for the purposes of fulfilling its obligations under this Agreement
                                         and to comply with instructions of MPHASE TECHNOLOGIES or a member of the Group from
                                         time to time in connection with use of such Personal Data, and not retain Personal Data
                                         for any longer than is necessary for these purposes; and
	 	 	 
		14.2.5	not
                                         disclose Personal Data without the written authority of MPHASE TECHNOLOGIES or the relevant
                                         member of the Group (except for the purposes of fulfilling its obligations under this
                                         Agreement), and immediately notify such member where it becomes aware that a disclosure
                                         of Personal Data may be required by law; and
	 	 	 
		14.2.6	not
                                         transfer Personal Data which has been obtained by or made available to the iLearningEngines
                                         within one country outside that country, or allow persons outside
that country to have access to it, without the prior written approval of MPHASE TECHNOLOGIES or the relevant member of the Group;
and



 




    	 



    	 



    




 


		14.2.7	observe
                                         the provisions of, and comply with any request made or direction given by MPHASE TECHNOLOGIES
                                         or any member of the Group in connection with, any Data Protection Laws; and
	 	 	 
		14.2.8	take
                                         all reasonable steps to ensure the reliability of the personnel which will have access
                                         to any Personal Data and ensure that any employee of the iLearningEngines (or of any
                                         of the ILearningEngines’ sub-contractors) requiring access to any Personal Data
                                         gives a written undertaking not to access, use, disclose or retain Personal Data except
                                         in performing their duties of employment and is informed that failure to comply with
                                         this undertaking may be a criminal offence and may also lead the iLearningEngines (or,
                                         as the case may be, sub-contractor) to take disciplinary action against the employee;
                                         and
	 	 	 
		14.2.9	consider
                                         all suggestions by MPHASE TECHNOLOGIES or the Group’s personnel to ensure that
                                         the level of protection provided for Personal Data is in accordance with this Agreement
                                         and to make the changes suggested (at the ILearningEngines’ cost) unless the iLearningEngines
                                         can prove to MPHASE TECHNOLOGIES or the relevant member of the Group’s reasonable
                                         satisfaction that they are not necessary or desirable to ensure ongoing compliance with
                                         this Clause; and
	 	 	 
		14.2.10	immediately
                                         notify MPHASE TECHNOLOGIES and each affected member of the Group when it becomes aware
                                         of a breach of this Clause.



 


	14.3	The
                                         iLearningEngines acknowledges that any unauthorized access, destruction, alteration,
                                         addition or impediment to access or use of that Personal Data when stored in any computer,
                                         or the publication or communication of any part or document by a person which has come
                                         to his knowledge or into his possession or custody by virtue of the performance of this
                                         Agreement (other than to a person to whom the iLearningEngines is authorized to publish
                                         or disclose the fact or document) may be a criminal offence.
	 	 
	14.4	In
                                         the event that MPHASE TECHNOLOGIES or another member of the Group discloses data that
                                         relates to customers of MPHASE TECHNOLOGIES or any other member of MPHASE TECHNOLOGIES’s
                                         Group, the iLearningEngines must segregate such data from its own data and from any data
                                         of its other customers or clients.
	 	 
	14.5	On
                                         request by MPHASE TECHNOLOGIES, the iLearningEngines will promptly return to MPHASE TECHNOLOGIES
                                         any part or all of the Personal Data and other Confidential Information obtained from
                                         MPHASE TECHNOLOGIES or any other member of the Group.



 



    	 



    	 



    

 





	15.	NOTICES


 


	15.1	Any
                                         notice or other document to be served under the Agreement may be delivered, sent by post,
                                         email or facsimile to any of the Parties to be served at addresses set out in the Appendix.
	 	 
	15.2	Notice
                                         will be deemed to have been duly given:



 


		15.2.1	if
                                         delivered by hand, on the date of delivery (or if delivery is not normal Service Hours,
                                         at 09:00 on the first Business Day following delivery);
	 	 	 
		15.2.2	if
                                         sent by post within the United Arab Emirates or via recognized international courier,
                                         five (5) Business Days after posting; 
	 	 	 
		15.2.3	if
                                         sent by email, shall be deemed to have been received at the time shown on a valid electronic
                                         delivery receipt for the message (or if delivery is not normal Service Hours, at 09:00
                                         on the first Business Day following delivery); and
	 	 	 
		15.2.4	if
                                         sent by facsimile, shall be deemed to have been received at the time of transmission
                                         (as shown by the timed printout obtained by the sender (or if delivery is not normal
                                         Service Hours, at 09:00 on the first Business Day following delivery).



 


	16.	FORCE
                                         MAJEURE



 


	16.1	Neither
                                         Party (“Affected Party”) shall be liable to the other for any delay
                                         in performance or failure to perform its obligations under and in accordance with this
                                         Agreement where such delay or failure is due to circumstances beyond its reasonable control,
                                         including (without limitation) acts of God, war, fire, flood, explosion, industry wide
                                         disputes, epidemics or civil commotion (“Force Majeure Event”). 
	 	 
	16.2	As
                                         soon as reasonably possible after the start of the Force Majeure Event, the Party affected
                                         by the Force Majeure Event (“Affected Party”) shall notify the other Party
                                         in writing of the Force Majeure Event, the date on which the Force Majeure Event started
                                         and the effects of the Force Majeure Event on the Affected Party’s ability to perform
                                         its obligations under this Agreement.
	 	 
	16.3	The
                                         Affected Party shall be relieved of its obligations under this Agreement in the event
                                         and for the duration of a Force Majeure Event.
	 	 
	16.4	If
                                         the Force Majeure Event continues for an uninterrupted period of more than ten (10) consecutive
                                         Working Days starting on the day the Force Majeure Event starts, the non-Affected Party
                                         may terminate this Agreement by giving written notice to the other Party.



 



    	 



    	 



    

 





	17.	GENERAL


 


	17.1	No
                                         Partnership or Agency
	 	 
	 	Nothing
in this Agreement is intended to or shall operate to create a partnership between the Parties, or to authorise either Party to
act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the
other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation
or liability and the exercise of any right or power).
	 	 
	17.2	Counterparts
                                         
	 	 
	 	This
Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were
on a single copy of this Agreement.
	 	 
	17.3	Waiver




 


		17.3.1	A
                                         waiver of any right under the Agreement is only effective if it is in writing and it
                                         applies only to the Party to whom the waiver is addressed and the circumstances for which
                                         it is given. 
	 	 	 
		17.3.2	Unless
                                         specifically provided otherwise, rights arising under the Agreement are cumulative and
                                         not exclusive of rights or remedies provided by law.
	 	 	 
		17.3.3	Delay
                                         in exercising or non-exercise of any such right is not a waiver of that right.



 


	17.4	Severability



 


		17.4.1	If
                                         any provision of this Agreement is found by any court or administrative body of competent
                                         jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain
                                         in force in that competent jurisdiction or in other jurisdictions.
	 	 	 
		17.4.2	If
                                         any invalid, unenforceable or illegal provision would be valid, enforceable or legal
                                         if some part of it were deleted, the provision shall apply with whatever modification
                                         is necessary to give effect to the commercial intention of the Parties.



 


	17.5	Further
                                         assurance 
	 	 
	 	Each
Party undertakes, at the request and cost and expense of the other Party, to sign all documents and to do all other acts, which
may be necessary to give full effect to this Agreement



 


	17.6	Costs
	 	 
	 	Each
Party shall pay the costs and expenses incurred by it in connection with the entering into of this Agreement.



 


	17.7	Language



 


		17.7.1	Any
                                         notice given in connection with this Agreement must be in English.
	 	 	 
		17.7.2	Any
                                         other document provided in connection with this Agreement must be: 



 




    	 



    	 



    

 


		17.7.2.1	in
                                         English; or 
	 	 	 
		17.7.2.2	(unless
                                         the Parties otherwise agree) accompanied by a certified English translation, in which
                                         case and subject to the law of the UAE, the English translation prevails unless the document
                                         is a statutory or other official document. 



 


	17.8	Third
                                         Party Rights
	 	 
	 	This
Agreement is made for the benefit of the Parties and (where applicable) their successors and permitted assigns, and is not intended
to benefit, or be enforceable by, anyone else.



 


	17.9	Entire
                                         Agreement



 


		17.9.1	This
                                         Agreement constitutes the entire agreement and understanding between the Parties concerning
                                         the iLearingEngines product and related Services and supersedes all previous agreements,
                                         proposals, discussions and correspondence between the Parties relating to such Services.
                                         
	 	 	 
		17.9.2	Subject
                                         to Clause 17.9.3, each Party acknowledges that in entering into this Agreement, it has
                                         not relied on any representation, warranty, collateral contract or other assurance (except
                                         those set out in the Agreement and the documents referred to in it) made by or on behalf
                                         of any other Party before the Start Date. Each Party waives all rights and remedies which,
                                         but for this Clause 17.9.2, might otherwise be available to it in respect of any such
                                         representation, warranty, collateral contract or other assurance. 
	 	 	 
		17.9.3	Nothing
                                         in this clause 17.9 shall limit or exclude any liability for fraud.



 


	17.10	Marketing,
                                         Branding and Solicitation



 


		17.10.1	iLearningEngines
                                         is permitted to carry out Public Relations editorials and other marketing collateral
                                         highlighting the deployment of the iLearningEngines platform at MPHASE TECHNOLOGIES.
	 	 	 
		17.10.2	Both
                                         the Parties agree not to hire, solicit, or accept solicitation (either directly, indirectly,
                                         or through a third party) for their employees directly involved in this Agreement during
                                         the period of the Agreement and one year thereafter.



 




    	 



    	 



    

 





	17.11	Insurances


 





		17.11.1	Without
                                         limitation to its liabilities, duties, obligations and responsibilities under this Agreement,
                                         iLearningEngines shall at its own cost and expense obtain and thereafter maintain in
                                         full force and effect (or cause to be obtained and maintained in full force and effect)
                                         necessary insurance coverage against potential liabilities under or in relation to this
                                         Agreement. The insurance coverage
shall be to the extent and for limits as specified under this Agreement and if no limits have not been specified under the Agreement
than such limits that would be reasonably expected under the standards of Good Industry Practice and applicable laws. Each policy
of insurance taken out by iLearningEngines in accordance with this Clause 17.11 shall:


 


		17.11.1.1	be
                                         placed and maintained with first class, reputable insurers or underwriters;
	 	 	 
		17.11.1.2	other
                                         than in respect of the insurance coverage for workmen’s compensation include MPHASE
                                         TECHNOLOGIES as additional insured;
	 	 	 
		17.11.1.3	provide
                                         that insurers or underwriters cannot cancel or terminate any policy without first having
                                         given iLearningEngines thirty (30) calendar days’ prior written notice.



 


		17.11.2	All
                                         insurance coverage to be obtained and maintained by iLearningEngines under Clause 17.11
                                         shall be primary with respect to other similar or complementary insurances maintained
                                         by MPHASE TECHNOLOGIES, to the extent of ILearningEngines’ liabilities hereunder.
	 	 	 
		17.11.3	iLearningEngines
                                         confirms that to the best of its knowledge its vendors, subcontractors maintain insurance
                                         coverage as may be consistent with Good Industry Practice and as required by applicable
                                         laws. iLearningEngines shall protect, defend, indemnify and hold harmless the Indemnified
                                         Parties from and against any and all costs, expenses, liabilities and/or losses, claims,
                                         suits and/or proceedings to the extent caused by a failure of ILearningEngines, any of
                                         its vendors or subcontractors to obtain and maintain the insurance coverage as may be
                                         required by Good Industry Practice and/or by applicable laws.
	 	 	 
		17.11.4	iLearningEngines
                                         shall ensure that the insurance provided by them shall cover all locations in which the
                                         work is to be performed under this Agreement.
	 	 	 
		17.11.5	Certificates
                                         of ILearningEngines’ insurances shall be supplied to MPHASE TECHNOLOGIES within
                                         seven (7) Working Days from MPHASE TECHNOLOGIES’s request.
	 	 	 
		17.11.6	All
                                         deductibles and/or excesses in respect of the insurances to be obtained and maintained
                                         by iLearningEngines shall be for the sole account of the ILearningEngines. All risks
                                         against which iLearningEngines is obliged under this Agreement to insure, and/or all
                                         loss or damage suffered by iLearningEngines where iLearningEngines fails to obtain and/or
                                         maintain the required insurances, shall be for the sole account of ILearningEngines.



 




    	 



    	 



    

 


		17.11.7	iLearningEngines
                                         shall provide MPHASE TECHNOLOGIES with timely advance notice of any changes in the terms
                                         of the policies of insurance which are to be obtained and maintained by iLearningEngines
                                         under Clause 17.11, including any cancellation notices and notices of intent to cancel
                                         or terminate in respect of such policies of insurance.
	 	 	 
		17.11.8	Acceptance
                                         by MPHASE TECHNOLOGIES of any insurer or underwriter, proposed by iLearningEngines or
                                         the terms of any insurances provided by such insurers or underwriters shall not relieve
                                         iLearningEngines from any of its liabilities, duties, obligations or responsibilities
                                         under or arising from this Agreement or generally at law.



 


	17.12	Precedence



 


		17.12.1	The
                                         terms and conditions of this Agreement, including all its SCHEDULES, shall be superior
                                         to and take precedence over any trading conditions, standards terms and conditions, or
                                         forms issued by the iLearningEngines in the course of performing services under this
                                         Agreement.
	 	 	 
		17.12.2	To
                                         the extent there is a conflict between the terms and conditions in Part 1 of this Agreement
                                         (the “AGREEMENT”) and the SCHEDULES, the terms of the AGREEMENT shall be
                                         superior to and take precedence over the SCHEDULES. 



 


	17.13	Assignment
	 	 
	 	The
iLearningEngines shall not, without the prior written consent of MPHASE TECHNOLOGIES, assign, transfer, charge, sub-contract or
deal in any other manner with all or any of its rights or obligations under this Agreement.



 


	17.14	Title
                                         and Risk
	 	 
	 	Title
to any Deliverables will pass to MPHASE TECHNOLOGIES upon delivery and risk in any Deliverable will pass on such delivery.



 


	18.	GOVERNING
                                         LAW AND DISPUTE RESOLUTION



 


	18.1	The
                                         formation, existence, construction, performance, validity and all other aspects of this
                                         Agreement shall be governed by and construed in accordance with laws of the US. The Parties
                                         shall make every reasonable effort to amicably resolve disputes arising out of or in
                                         connection with this Agreement.
	 	 
	18.2	Save
                                         for in the case of the procedure set out under Clause 9.4 any dispute or difference connected
                                         with the formation, performance, interpretation, nullification, termination or invalidation
                                         of this Agreement or arising therefrom or related thereto in any manner whatsoever
(a “Dispute”) shall be referred, within seven (7) calendar days to the iLearningEngines Representative and
MPHASE TECHNOLOGIES’s Representative for resolution.
	 	 
	18.3	If
                                         any Dispute cannot be resolved by the Parties referred to in Clause 18.2 within a maximum
                                         of fourteen (14) calendar days of the Dispute being referred to such Party, that Dispute
                                         will be referred to ILearningEngines' Chief Executive Officer and MPHASE TECHNOLOGIES's
                                         Chief Executive Officer for resolution.
	 	 
	18.4	In
                                         the event that ILearningEngines' Chief Executive Officer and MPHASE TECHNOLOGIES’s
                                         General Manager fail to resolve any Dispute within twenty-one (21) calendar days of the
                                         Dispute being referred to such parties, then the U.S federal courts shall have exclusive
                                         jurisdiction in respect of claims or such Disputes



 




    	 



    	 



    

 


IN
WITNESS WHEROF, the Parties, intending to be legally bound, have caused their duly authorized representatives to execute and deliver
this Agreement on the date of signature by the last party to sign.


 


[SIGNATURE
PAGE]


 


	For
    and on behalf of MPHASE TECHNOLOGIES, LLC	 	For
    and on behalf of ILEARNINGENGINES, Inc.
	 	 	 
	By:	/s/
    Anshu Bhatnagar	 	By:	/s/
    Harish P.K. Chidambaran
	Name:	Anshu Bhatnagar	 	Name:	Harish P.K. Chidambaran
	Title:	Chief Executive Officer	 	Title:	Chief Executive Officer
	Date:	August 12, 2019	 	Date:	August 12, 2019


 




    	 



    	 



    



 


SCHEDULE
1


 


STATEMENT
OF WORK (SOW)




 


This
section refers to the 3 Year Product Subscription of iLearningEngines Learning and AI Platform for Mphase Technologies. Mphase
will use the ILE platform to integrate its acquisition of multiple learning and AI companies and support its wide range
of customers and partners.


 


Product
License is based on Per Site License Per Annum


 


AI
Logic License is based on Per Site License Per Annum


 


Tenure
- 3 Years. Hosting and Data Centre Charges not included and is the client responsibility.


 


Consulting and Implementation Services : Time
and Materials







 





	Sr.no	Particulars	Total
    in USD *
	1	iLE
    Learning Subscription	Up
    to $7,500,000
	2	ILE
    AI logic Subscription	Up
    to $15,000,000
	 	Total
    Amount in USD Per Annum	Up
    to $22,500,000







 





*
the per annum cost of the ILE Learning and ILE AI Logic subscription licenses (“Licenses”) were determined based upon
estimated annual revenue by mPhase of $30 million, generated solely from the deployment of the Licenses within this Agreement
to customers. In the event mPhase’s annual revenue is less than $30 million, a rebate of the per annum cost of the Licenses
will be issued by ILE to mPhase on a basis that is proportionate to the annual revenue shortfall. For example, if the annual revenue
by mPhase generated solely from the utilization of the Licenses within this Agreement were to be $20 million, only $15 million
would be due to ILE under this Agreement, and a rebate in the amount of $7.5 million would be issued by ILE to mPhase.




 



    	 



    	 



    

 


SCHEDULE
2


CHANGE
CONTROL NOTE


 




	MPHASE
        TECHNOLOGIES LLC / [iLearningEngines Name]

        AGREEMENT
        ID: [Agreement Reference Number]

        (“Agreement”)

	CHANGE
    CONTROL NOTE
	TITLE:	CCN#:
	ORIGINATOR:	DATE
    OF CHANGE REQUEST:
	REASON
        FOR CHANGE:

         

         

	FULL
        DETAILS OF CHANGE (INCLUDING ANY SPECIFICATIONS):

         

         

	PRICE
        OF CHANGE (IF ANY):

         

         

	TIMETABLE
        FOR IMPLEMENTATION (INCLUDING ANY PROPOSALS FOR ACCEPTANCE):

         

         

	SCHEDULE
        OF PAYMENTS (WHERE APPLICABLE):

         

         

	LIKELY
        IMPACT OF CHANGE (IF ANY) ON:

         

        (i)
        TIMETABLE:

         

        (ii)
        PERSONNEL:

         

        (iii)
        FEES:

         

        (iv)
        DOCUMENTATION/DELIVERABLES:

         

        (v)
        TRAINING:

         

        (vi)
        WORKING ARRANGEMENTS:

         

        (vii)
        OTHER CONTRACTUAL ISSUES:

         

	 




    	 



    	 



    

 


	DATE
    OF EXPIRY OF VALIDITY OF CHANGE CONTROL NOTE:
	 

        By
        signing below, the Parties agree to the amendment of the Agreement in accordance with terms of this Change Control Note
        with effect from the date of last signature (or as otherwise stated above).

         

	For
        and on behalf of MPHASE TECHNOLOGIES LLC

         

        _________________________________
	For
        and on behalf of [iLearningEngines Name]

         

        _________________________________

	Name:
    	Name:
	Title:	Title:
	Date:	Date: