software_purchase[go]

SOFTWARE PURCHASE AGREEMENT

This AGREEMENT made on this ________ day of ____________, 2019 at Mumbai. BETWEEN ABC,
a Division of Generic Brand Pvt. Ltd. A company incorporated under the Companies Act, 1956 and
having its registered office at ___. (Hereinafter referred to as “ABC” which expression shall, unless
repugnant to the context or meaning thereof and include its successors and permitted assigns, of
the First part);

AND

XYZ Technologies a Pvt. Ltd. Company having its registered office at __, (Hereinafter referred to as
“XYZ” which expression shall, unless repugnant to the context or meaning thereof and include its
successors and permitted assigns, of the Second part;

WHEREAS

1. ABC is engaged in the business of setting up and running virtual institutes, converting text
based content into Computer Based Training/Web Based Training format, providing
consultancy, implementation, integration and training in the domain of e-Learning
solutions. ABC is a leader in providing complete e-Learning solutions in India. ABC has
developed and owns the Courseware material or obtained selling rights for courseware
material developed by other parties required for providing education and training via
eLearning or via blended learning.

2. XYZ is a software development company with 7 years history in the software industry. It is a
privately held limited liability company with main office in Kiev (Ukraine) and its
representatives in the USA and Denmark. The company utilizes excellent pool of intellectual
resources and has a solid team of high-class software developers, engineers and scientists
along with experienced management team.

AND WHEREAS ABC intends to purchase worldwide rights including intellectual property rights,
interest, copy rights (Granted, applied, or pending), trademarks (Granted, applied, or pending),
patents (Granted, applied, or pending), distribution, licensing, source code, rights in Voice
Recording Software (Hereinafter referred to as “SDK product One”), and MP3 Voice Recording
Applet (Hereinafter referred to as “SDK product Two”) a computer software product developed
and offered by XYZ on the terms and conditions more particularly appearing herein below:

NOW THEREFORE THIS AGREEMENT WITNESSES:

CLAUSE I

DEFINITIONS:

(a) SDK Product One: A computer software product developed by XYZ under the name of
Voice Recording Software. This product enables record and playback of audio in a web
page, and then uploads the recording to your web server using its own proprietary file
format, and more particularly described in ANNEXURE I.

(b) SDK Product Two: A computer software product developed by XYZ under the name of
MP3 Voice Recording Applet. This product enables record and playback of audio in a
web page, and then uploads the recording to your web server using MP3 File format
and more particularly described in ANNEXURE II.

(c) Source Code: Computer programs or operating systems are originally written by a
human being in a programming language. This is called the source code of the software.
To be actually used by a computer, the program has to be translated by the computer
from the source code into the machine language that the computer understands and
can execute. This translation process is referred to as compiling.

(d) Technical Support: Representative of manufacturer or vendor to Phone or e-mail when
something has gone wrong, or troubleshooting by customer.

(e) Net Sales: Gross Sales less any credit card charges or online fund transfer fees as
applicable equals’ net sales.

CLAUSE II

XYZ OBLIGATIONS & RESPONSIBILITIES:

(a) XYZ will transfer JAVA source code of SDK Product One and SDK Product Two (Along
with all documentation including CRS (Customer Requirement Study), SRS (System
Requirement Study), written, printed or stored in any electronic format) to ABC on
signing of this Agreement and receipt of first payment as mentioned in ANNEXURE V

(b) XYZ will transfer C++ source code of SDK Product One and SDK Product Two to ABC on
receipt of first installment payment as mentioned in ANNEXURE V

(c) XYZ will transfer all rights including intellectual property rights, interest, copy rights
(Granted, applied, or pending), trademarks (Granted, applied, or pending), patents
(Granted, applied, or pending), distribution, licensing, and other rights world wide in
SDK Product One and SDK Product Two to ABC on signing of this agreement and receipt
of USD 10,000.00 (United States Dollars Ten thousand only) as payment to XYZ from
ABC. XYZ agrees that ABC is the sole owner of SDK Product One and SDK Product Two
and ABC is free to deal with it in any manner it deems fit at its sole discretion.

(d) XYZ will stop distribution, sales and licensing of this SDK Product One and SDK Product
Two to any Company, Institution, Organization or firm or any such body anywhere in the
world on signing of this agreement and on receipt of USD 10,000.00 (United States
Dollars Ten thousand only) as payment to XYZ from ABC.

(e) XYZ will remove from its website, sales literature and other such mediums the mention
of SDK Product One and SDK Product Two on signing of this agreement and receipt of
USD 10,000.00 (United States Dollars Ten thousand only) as payment to XYZ from ABC.

(f) XYZ will give ABC Sole rights to sell, distribute, license SDK Product Two anywhere in the
world.

(g) XYZ will route all sales enquiries for SDK Product One and SDK Product Two to ABC on
signing of this agreement and receipt of USD 10,000.00 (United States Dollars Ten
thousand only) as payment to XYZ from ABC.

(h) XYZ shall not develop; engineer or reverse engineer the same or similar SDK product
One and SDK Product Two other than that are presently offered by XYZ as detailed in
ANNEXURE I and ANNEXURE II. XYZ shall also not develop, engineer sale, license, or
distribute products mentioned in ANNEXURE III.

(i) XYZ will continue to support (i.e. Technical Support) its existing customers for a period
of six months from the date hereof and there after transfer all such customer(s) /
Client(s) to ABC. A complete list of XYZ customers for the SDK product is mentioned in
Annexure III herewith.

(j) XYZ confirms that it will not solicit approach or sell to any new customer from the date
of this agreement and after receipt of first payment as given in ANNEXURE IV other than
those already mentioned in Annexure III.

(k) Further XYZ also confirms that any fresh licenses or purchase order from its existing
clients as given in Annexure III will be sent to ABC and XYZ will not sell the SDK Product
One and SDK Product Two to any of its existing customer(s) / client(s).

(l) XYZ will have no rights to distribute, sell, and license this SDK Product One and SDK
Product Two to any company, Institution, Organization or firm or any such body world
wide on signing of this agreement and receipt of USD 10,000.00 (United States Dollars
Ten thousand only) as payment to XYZ from ABC.

(m) Incase XYZ develops new products similar to the SDK Product One and SDK Product Two,
ABC will have first right of refusal to purchase such property rights in the new SDK
product.

CLAUSE III

ABC OBLIGATIONS & RESPONSIBILITIES:

(a) ABC shall make payment to XYZ as per payment Schedule mentioned in ANNEXURE V.

(b) ABC will design, develop and host a website for sale of SDK Product Two. ABC will share
revenue in the ratio of 50:50 (50% to ABC and 50% to XYZ Technologies) with XYZ for
net sales of SDK Product Two world wide.

(c) ABC will pay XYZ a sum of USD 10,000.00 (United States Dollars Ten thousand only) at
the time of signing this Agreement as mentioned in ANNEXURE V. Once ABC receives
the transfer of funds advice from the remitting bank it will be considered as proof of
payment made. ABC shall fax a copy of the same to XYZ.

(d) In case due date of payment is falling on Saturday or Sunday or any public holiday in
India the effective date of payment shall be the next working day.

(e) XYZ has agreed to allow up to 3 working days as grace for the purpose of bank transfer
to allow for payment processing at ABC bank.

(f) In case payment is made by Credit card, ABC agrees to add 5% as payment processing
charges to the amount mentioned in payment schedule in ANNEXURE V.

(g) Incase ABC defaults any of the payments mentioned in ANNEXURE V without due notice
period, XYZ will have full rights to the SDK Product One and SDK Product Two and may
resume the distribution of the SDK Product One and SDK Product Two.

(h) Incase ABC wishes to terminate this Agreement, It can do so within 50 days of remitting
first installment of USD 10,000 (United States Dollar Ten Thousand Only), by giving due
notice in writing to XYZ. XYZ shall retain 25% of the total amount paid by ABC to XYZ and
refund the balance 75% to ABC within period of 10 (ten) working days from date of such
notice.

(i) ABC Will not have right to terminate this agreement after a period of 50 days from date
of this agreement. ABC shall make payment as per the payment schedule mentioned in
ANNEXURE V.

(j) Incase ABC infringes the scheduled payment as mentioned in ANNEXURE V XYZ will be
allowed to resume distribution of the SDK Product One and SDK Product Two.

(k) ABC will not get any refund incase it serves a notice of termination after a period of 50
days from the date of this agreement.

CLAUSE V

CONFIDENTIALITY:

(a) During the term of this Agreement, and for Two (2) years after the termination of this
Agreement, each Party agrees to retain in confidence all information transmitted to it
by the other Party pursuant to this Agreement that the disclosing Party identifies in
writing as being proprietary and/or confidential or that, by the nature of the
circumstances surrounding the disclosure, ought in good faith to be treated as
proprietary and/or confidential (“Confidential Information”). The Parties will not make
use of such Confidential Information except pursuant to the terms and during the
existence of this Agreement. Neither Party will disclose to any third person any
Confidential Information without the express written consent of the other Party.

(b) Confidential Information does not include information that is: (a) already in the
possession of the receiving Party or is known by the receiving Party at the time of
receiving the same without breach of any duty owed to the disclosing Party; (b) publicly
known through no wrongful act of the receiving Party; (c) rightfully received from a
third party, provided the receiving Party complies with any restrictions imposed by any
such third party; (d) disclosed by the receiving Party pursuant to a requirement of a
court order, governmental agency or other applicable law or regulation or disclosed in
connection with any dispute resolution under this Agreement; or (e) developed by the
receiving party independently from the activities pursuant to this Agreement.

CLAUSE VI

LIMITATIONS OF LIABILITY:

(a) Non-Infringement: XYZ warrants that XYZ SDK Product One and SDK Product Two do not
infringe any copyrights and/or patents.

(b) Limitation of Warranties: THE WARRANTIES PROVIDED IN THIS ARTICLE ARE IN LIEU OF
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER IMPLIED
WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES THROUGH COURSE OF
DEALING OR USAGE OF TRADE

(c) Limitation of Liability: ABC and XYZ will be not be liable for any incidental, special,
punitive, indirect, or consequential damages, lost or inaccurate data, business
interruption, or lost profits under any contract, tort (including negligence), strict liability,
breach of warranty, or other legal or equitable theory, even if the remedies provided for
in this Agreement fail of their essential purpose and even if either Party has been
advised of the possibility or probability of such damages. UNDER NO CIRCUMSTANCES
ABC/XYZ’ LIABILITY TO THE OTHER PARTY SHALL NOT EXCEED REVENUE SHARE
CONTRACTED FOR UNDER THIS AGREEMENT UNDER NO CIRCUMSTANCES ABC LIABILITY
TO XYZ SHALL EXCEED AMOUNT OF PAYMENT MADE TO XYZ AS PER PAYMENT
SCHEDULE IN ANNEXURE V.

CLAUSE VII

INDEMNIFICATION:

(a) Both parties represent and warrant that it is the lawful owner of its products / goods /
services or alternatively has obtained all the necessary permissions.

(b) ABC and XYZ agree to defend, indemnify, and hold each other harmless against, and pay
the amount of any adverse final judgment (or settlement to which the non-breaching
Party consents), any and all claims or causes of action against the other Party.

CLAUSE VIII

MISCELLANEOUS PROVISIONS:

(a) Headings: Headings and captions in this Agreement are for convenience only and are
not to be used to interpret this Agreement.

(b) Severability: If any provision of this Agreement is found to be illegal or unenforceable,
then, notwithstanding such finding, this Agreement shall remain in full force and effect
and such provision shall be deemed stricken or modified to the minimum extent
necessary to make it enforceable; provided, however, that the intent of the Parties
when entering into this Agreement is maintained.

(c) Assignment: This Agreement and any rights or obligations hereunder shall not be
assigned by contract or operation of law without the prior written agreement of both
Parties except in such case where all or substantially all of the assets or stock of a Party
to this Agreement is sold to a third party and such third party agrees in writing to be
bound by the terms and conditions of this Agreement.

(d) Amendment and Waiver: Except as otherwise expressly provided herein, this
Agreement may only be amended or modified in a writing signed by both Parties. The
failure of either Party to enforce its rights under this Agreement at any time for any
period shall not be construed as a waiver of such rights and shall not be deemed a
waiver of any right of either Party to insist upon the strict performance of this
Agreement.

(e) Force Majeure: If either Party is prevented from complying, either totally or in part,
with any of the terms or provisions of this Agreement by reason of fire, flood, storm,
strike, lockout, or other labor trouble, riot, war, rebellion, accident or other acts of God,
then upon written notice to the other Party, the requirements of this Agreement, or the
affected provisions hereof to the extent affected, shall be suspended during the period
of such disability. During such period, the Party not prevented from complying may
seek to have its needs (which would otherwise be met hereunder) met by others
without liability hereunder. The Party prevented from complying shall make all
reasonable efforts to remove such disability within thirty (30) days of giving such notice.

(f) Compliance with Law: ABC and XYZ shall comply with all applicable Indian laws and
regulations with respect to this Agreement

(g) Dispute Resolution: This Agreement shall be construed pursuant to the Indian laws. No
dispute under this Agreement may be brought before any judicial or quasi-judicial entity
unless the Party aggrieved notifies the other Party of the claim and attempts to resolve
the dispute as follows (“Dispute Resolution Process”). Upon notification of a dispute or
claim, a representative(s) of each Party will meet within ten (10) days of notification to
attempt to resolve the dispute in good faith. Prior to the meeting, the Parties will
investigate the circumstances of the dispute. The representatives will attend the dispute
resolution meeting with reasonable authority to resolve the claim. If there is no
resolution of the dispute by the Dispute Resolution Process, or the non-aggrieved Party
refuses to cooperate, the aggrieved Party may seek arbitration or legal action, as further
described below. Any dispute, claimed breach, or controversy arising out of or in
relation to this Agreement (excluding any claims for monies owed), which can’t be
resolved by using the Dispute Resolution Process, shall be settled by binding arbitration
in accordance with the Arbitration And Conciliation Act,1996.

(h) Jurisdiction: This Agreement shall be limited to the courts having jurisdiction at Mumbai
only.

(i) Remedies: The rights and remedies of a Party set forth herein with respect to the
failure of the other to comply with the terms of this Agreement (including, without
limitation, rights of termination of this Agreement) are not exclusive, the exercise
thereof shall not constitute an election of remedies, and the aggrieved Party shall in all
events be entitled to seek whatever additional remedies may be available in law or in
equity.

(j) Survival: Any obligations and duties contained in this Agreement which by their nature
extend beyond the expiration or termination of this Agreement shall survive the
expiration or termination and remain in full force and effect.

IN WITNESS WHEREOF THE PARTIES HEREIN HAVE AFFIXED THEIR HANDS AND SEALS ON THE DAY,
MONTH AND YEAR HEREINABOVE MENTIONED IN THE PRESENCE OF THE WITNESSES.

For ABC For XYZ Technologies

Signature Signature
Name (Print): Name (Print):
Title: Title:
Date: Date:

Witness Witness

Signature Signature
Name (Print): Name (Print):

Signature Signature
Name (Print): Name (Print):

Annexure I

Voice Recording Software SDK

1. Wideband Voice Recording over Web (Internet Page)
2. Compress Voice files and send them to the web server via HTTP
3. Playback the recorded voice from the server using embedded voice streaming player
4. Wideband voice streaming applet operates at 16kilobit per second bitrate only
5. The sampling frequency is 16000Hz
6. Voice compression to 16000bps (117K per minute)

• The voice recording and voice streaming applet are developed in Java 1.1.
• The client computer system does not need to install a big size Java 1.3 plug-in or

upgrade a Java Virtual Machine (JVM) (i.e. applets work on target browsers with
default browser JVM installation)
• The recording applet uses native methods for sound capture. They are developed in
C++ and implemented as dll
• The size of dll is less then 100K
• The dll will be installed on the client computer if the applet is being used for the first
time
• The recording applet is digitally signed
• The size of the voice recording and voice streaming applets are less then 30K
• To receiving of the voice files from a recording applet, the script program runs on
the server
• The script programs are developed in Perl and ASP
• The JavaScript interface allows to customize the applets to your web site scenario
and style.It allows to design the own buttons and to send the names of files for
recording and playback from JavaScript to applets. Also, applet sends the status
message and duration of record to JavaScript

▪ Target OS Platform: Windows 98/2000/ME/XP.
▪ Target browsers: Microsoft Internet Explorer 4.0 and up, Netscape

Annexure II

XYZ will not develop such or similar SDK product(s) as listed herewith for a period of five years from
the date hereof.

The recording applet functionality is as follows:

1. Voice compression file size between 36K per minute to 117K per minute.
2. Voice capture from sound card. The sampling frequency is between 8000Hz to 16000Hz.
3. Voice compression between 4800bps (36K per minute) to 16000bps (117K per minute).
4. Sending of the voice file to web server via HTTP.

Annexure III
Existing Clients List of XYZ for the SDK product

1 2 3 4
Order No. Name of Company Name of Contact Person Date

ANNEXURE IV

Payment Schedule (3) (4)
(1) (2) Due Date of Payment Amount USD
Sr. Particulars (United States Dollars)
On the date of this Agreement 10,000.00
1 Signing of Agreement On or Before 50 days of 10,000.00
2 Installment One signing this agreement
On or Before 100 days of 10,000.00
3 Installment Two signing this agreement
On or Before 150 days of 10,000.00
4 Installment Three signing this agreement
On or Before 200 days of 10,000.00
5 Installment Four signing this agreement
On or Before 250 days of 10,000.00
6 Installment Five signing this agreement