eString is a proprietary registered trademark application, custom designed as per individual Client requirements, for the Management and Governance of Master Data relating Materials Master, Service Master, Vendor Masters and related Master tables.

The eString application is conceptualised, developed, configured and implemented as per Customer’s specific requirements by Prumatech. The ownership of the applications rests with Prumatech wholly. The application is implemented in clients’ servers, but the ownership remains with Prumatech and the clients are required to sign the Licence Agreement defining the terms of service and usage as defined in this document.

3.1 “Material Catalogue Governance and Management Solution (eString)” means the computer application program (Software) that will support the agreed functionalities relating to management of Master Data (Materials, Service etc).

3.2 “Install” means placing the Software on a computer's hard disk.

3.3 “Derivative Works” means a work that is based upon one or more pre-existing works, such as a revision, modification, translation, abridgment, condensation, expansion or any other form in which such a pre-existing work may be recast, transformed or adapted, and that, if prepared without authorization by the owner of the pre-existing work, would constitute infringement of copyright/ intellectual property rights of the owner of such Works.

3.4 “Product” means the eString application configured in accordance with Clients’ requirement.

3.5 “Order” means the Purchase Order issued by the Client in accordance with the terms of Service/Licence mentioned in this document for the configuration, supply, installation, testing and commissioning of the Product.

3.6 “On-site Model” means the Model of Supply where the installation and implementation of the Product is done at the designated Servers of the Client at their Work site.

3.7 “SAAS Model” means Software As A Service Model of providing Usage of the Product through Prumatech’s own Servers or through the physical Servers in a mutually agreed Cloud based Data Centre.

3.8 “License” means the authorisation given by Prumatech to the Client Users for use of eString in accordance with the terms set forth in this document.

3.9 “Client or Licensee” means the Client and its authorised Users who are granted access to the eString application in accordance with the terms set forth in this document.

3.10 “Software” The set of database tables, fields, codes, script, GUI, Menus, features and functionalities which are the building blocks of the Product based. The terms Application/ Software/ Product, wherever used, shall mean the complete eString Product as configured and installed.

4.1 On-Site Model

4.1.1 Under the On-Site Model, the Product shall be configured, installed, and implemented at the designated Servers at Client Site.

4.1.2 The Product shall be licensed for installation in only ONE designated Server at Clients’ premise.

4.1.3 The License shall be a non-transferable and exclusive license to use the eString Product, hereinafter called “Software”, which shall be installed by Prumatech in a dedicated Single Server computer with configurations as spelt out in the main Agreement referred above. The Licence granted shall be for the Limited Authorised Users/ Unlimited Users version as per Order. Authorised Users shall be only the permanent employees of the Client and those employees of the Prumatech who shall perform the Cataloguing and support Service.

4.1.4 The URL for accessing the application shall be configured as per the URL address approved by the Cient. The access can be set up either for Open Internet access or only Intranet access as per the Order requirement. The security measures for open internet access shall be the responsibility of the Client IT Department.

4.1.5 Subject to the conditions in 4.1.3, the Application can be accessed from any desktop/laptop configured by the Client for official use only.

4.1.6 The Licence shall govern one set of documentation related to the Product which shall be for exclusive use by the designated Employee of the Client.

4.2 SAAS Model

4.2.1 Clients Opting for provision of eString on a SAAS basis shall be given access to the Client specific application set up for them in dedicated Servers either at Prumatech Office or at a mutually agreed third party recognised Data Centre.

4.2.2 Access to the application shall be a controlled access given and managed by Prumatech IT Department through a URL set up by Prumatech. Prumatech shall ensure security of the application and all the client data resident in the Servers, subject to the Users strictly adhering to the Licensing terms set forth in this document.

4.2.3 Rest of the conditions relating to the Product implementation shall be same as mentioned in sections.

4.2.4 Where Clients opt for SAAS Model, the payment consideration shall be on an Annual subscription model with a minimum commitment of 3 years in lieu of one-time Licence fees payable for the On-Site Model.

5.1 CLIENT’S RIGHTS

5.1.1 The Client is entitled for installation of the Product on one designated Server for Test Purposes with User Access limited to 10 authorised Users of the Client.

5.1.2 Install the Software on one designated Server for Production purpose with number of User Access as defined in the Order.

5.1.3 The access to various functions and features of the Product shall be in accordance with the Roles & Responsibilities defined by Cient and configured in the Product by Prumatech. Changes to such access can be undertaken, once the Product Goes Live shall be restricted to one Data Manager Role defined in the Product and initially configured by Prumatech before installation.

5.1.4 Make one copy of the Software for backup or archival purposes only.

5.2 CLIENT’S OBLIGATIONS

The Software and Documentation are protected by INDIA Copyright laws and international treaties. Clients must treat the Software and Documentation like any other copyrighted material – for example, a book.

Client shall, more specifically,

5.2.1 Not copy or replicate the Software except to copy it onto a hard disk attached to Licensee's Server and to make one copy of the Software solely for backup purposes (applicable for On-Site Model) .

5.2.2 Not copy any of the Documentation for any purpose.

5.2.3 Not assign this agreement or transfer, lease, export or grant a sub-license of the Work or the license contained herein to any Person except as and when authorized to do so by Prumatech authorised person in writing.

5.2.4 Not network the Software or otherwise use it on other than Licensee's Sever except as set up by Prumatech during initial installation/ upgraded installation.

5.2.5 Not grant access to the Software to any person/Contractor/Agency other than the authorised permanent Employees of the Licensee.

5.2.6 Not reverse engineer, decompile or disassemble the Software.

5.2.7 Not use the Software except as authorized and defined in this document.

5.2.8 Take all reasonable precautions to prevent third parties from using the Software in any way that would constitute a breach of this agreement including, without limitation, such precautions as Licensee would otherwise take to protect its own proprietary software or hardware or Data / information.

5.2.9 In addition, Licensee shall not use the Software to act as a service bureau, in whole or in part, for any other Person, including any affiliate of Licensee except as expressly provided in the Order. For the purposes of this agreement, "Person" includes an individual, corporation, partnership, joint venture, trust, Unincorporated organization, the Government or any agency or instrumentality thereof or any other judicial entity recognized by INDIAN LAW.

The authorised Location for the implementation and use of the Software shall be at the at the Client’s Work site as designated by the Client (in case of On-Site Model).

OR

At Prumatech/Third Party Data Centre as mutually agreed (in case of SAAS model) In case of SAAS Model, Prumatech reserves the right to change the Authorised Location with prior notice to the Client without affecting the normal operations of the Client.

7.1 Prumatech shall set up one Test Version and one Production version of the Product in Clients’ dedicated server or at a Data Centre as per Model opted, and provide such Documentation as is reasonably required by Client to operate the Software in the manner contemplated.

7.2 The installation of the Product at the designated Server shall be deemed to be completed on the date that Prumatech provides written notice to Client that the Product, has been properly installed, is in good working order, capable of meeting those requirements mutually agreed to by Prumatech and Client as set out in Client's current user documentation and otherwise ready for Client to commence acceptance testing of the Product.

8.1 In conjunction with the installation of the Software at Authorized Location, and prior to the commencement of acceptance testing at such Authorized Location, Prumatech shall provide, at the Authorized Location, suitably qualified Prumatech Training Personnel and appropriate documentation and manuals to train, and shall train, Client's personnel in the proper use, and day-to-day routine support, of the Product. The schedule for such training shall be mutually discussed, agreed and undertaken.

8.2 The training period shall be in accordance with the terms set out in the Order between the Prumatech and Client for the supply and implementation of the Product

9.1 Prumatech and Client shall designate a responsible individual from their respective organizations with the authority and competence to act, and responsibility to serve, as a project manager and deal with the other party with respect to the Product, its functionalities, features, and any other functional or technical queries relating to it.

9.2 Client's project manager shall also be responsible for providing or coordinating the provision of such information about Client and its operations, external and internal procedures and such other information as Prumatech may reasonably require in order to perform its obligations hereunder including supervising the conduct of the various acceptance tests and managing and scheduling the Software implementation following installation thereof.

9.3 Client’s project manager shall have the authority on behalf of Client to notify Prumatech that any acceptance tests provided for herein have been successfully passed or, where applicable, that Client waives compliance with any such acceptance tests. Prumatech's project manager shall be responsible for coordinating with Client's project manager, the delivery and installation of the Software.

10.1 Prumatech shall provide Annual Maintenance Support for the Software in accordance with the terms of the main contract between Prumatech and Client.

10.2 During the period that the Client elects to have Annual Maintenance Contracts for the continuing Maintenance and support of the Software, as a part of the Software Update Service, Prumatech shall provide to Client.

10.3 Any known problem resolutions relating to the Software on a periodic basis.

10.4 Corrections for problems that Prumatech diagnoses as defects in a currently supported version of the Software.

10.5 All modifications, refinements, and enhancements ("Improvements") which Prumatech elects to incorporate into and make a part of the Software and does not separately price or market; new releases of the Software Which Prumatech elects to make available to its general client base.

10.6 All modifications, refinements, and enhancements ("Improvements") which Prumatech elects to incorporate into and make a part of the Software and does not separately price or market; new releases of the Software Which Prumatech elects to make available to its general client base.

10.7 Updated user manuals after each update/upgrade/ change/ customisation.

10.8 All solutions, corrections, Improvements, and new releases supplied by Prumatech shall be promptly implemented in the Software.
Failure to so implement such solutions, corrections, Improvements, and new releases may render the Software unusable or nonconforming to the Documentation, and Client agrees to assume all risks therefrom, and Prumatech stands released from all liability in respect thereof.

10.9 If Client elects to terminate the ongoing provision of Maintenance Services, then Prumatech shall no longer have any obligation to provide such services hereunder.

In consideration of the Prumatech agreeing to install the and provide User Access, Client shall pay those license fees /subscription fees as set out in the main Order between Prumatech and Client for the use of the Software at Authorized Location, (including for the use of Modifications to the Software) in accordance with the payment schedule mentioned in the main Order.

For the acceptance period and, following the acceptance period, for so long as the Software is under Maintenance Services, Prumatech warrants that the Software shall perform substantially in conformance with the Product Specifications described in the Main Order Document between Prumatech and Client in all material respects.

13.1 Prumatech is the owner of all intellectual property rights in the Software (including any Improvements or Modifications thereto) including all related written materials, logos, names and other support materials provided pursuant to the terms of this agreement.

13.2 No title to the intellectual property in the Software is transferred to Client by this agreement. Prumatech represents and warrants that it has the right to grant the license hereby granted to use the Software and that there are not, nor will there be, any lien, encumbrance, security interest or other rights against the Software.

Each of Prumatech and Client shall use reasonable efforts (and, in any event, that are no less than the efforts used to protect its own Confidential Information) to protect from disclosure such information that is the Confidential Information of the other. Each of Prumatech and Client shall divulge such Confidential Information only to its employees or agents who require access to it for the purposes of this Agreement or as otherwise provided in this Agreement. Each of Prumatech and Client (the "Indemnifying Party") agrees to indemnify the other (the "Indemnified Party") for all Losses incurred by the Indemnified Party as a result of a failure of the Indemnifying Party to comply with its obligations under this Section 11 provided that the Indemnified Party has given prompt notice of any such claim and, to the extent that a claim may lie against a third party for the unauthorized disclosure of such Confidential Information, the right to control and direct the investigation, preparation, action and settlement of each such claim, and further provided that the Indemnified Party reasonably cooperates with the Indemnifying Party in connection with the foregoing and provides the Indemnifying Party with all information in Indemnified Party's possession related to such claim and such further assistance as reasonably requested by Indemnifying Party.

“Confidential Information" means all data and information relating to the business and management of either party, including proprietary and trade secrets, technology and accounting records to which access is obtained hereunder by the other party, provided, however, that Confidential Information shall not include any data or information which:

i) is or becomes publicly available through no fault of the other party.

ii) is already in the rightful possession of the other party prior to its receipt from the other party.

iii) is independently developed by the other party.

iv) is rightfully obtained by the other party from a third party.

v) is disclosed with the written consent of the party whose information it is.

or
vi) is disclosed pursuant to court order or other legal compulsion.

This Section 13 shall survive the termination of this Agreement. Client acknowledges and agrees with Prumatech that the breach by it of any of the provisions of this agreement would cause serious and irreparable harm to Prumatech which can not adequately compensated for in damages and in the event of a breach by Client of any of such provisions, Client hereby consents to an injunction being issued against it restraining it from any further breach of such provision, but such action shall not be construed so as to be in derogation of any other remedy which Prumatech may have in the event of such a breach.

Other than as expressly provided herein, each of the Work and the services provided hereunder, is provided "as is" without warranty, representation or condition of any kind, expressed or implied, in fact or in INDIA LAW, including but not limited to the implied warranties or conditions of merchantable quality and fitness for a particular purpose and those arising by statute or otherwise in INDIA LAW or from a course of dealing or usage of trade.

16.1 Prumatech shall have the right to immediately terminate the License granted for use of eString under terms of this agreement, if Client fails to perform any obligation required of Client under this Agreement or if Client becomes bankrupt or insolvent. This License Agreement takes effect upon Client’s use of the software and remains effective until terminated.

16.2 Prumatech shall provide written notice of such termination as soon as practicable but written notice shall not be a prerequisite to such termination.

16.3 Client may terminate this agreement by giving a notice 60 days in advance. In such a case, Client shall stop use of the Software on expiry of 45 days from date of notice and shall immediately destroy all copies of the Software and Documentation in its possession and confirming the same to Prumatech. Client shall allow for inspection by the Prumatech’s authorised personnel to confirm that the software and documentation are destroyed and not in use.

16.4 It will also automatically terminate if Client fails to comply with any term or condition of this Agreement.

16.5 Upon the termination of this agreement, without prejudice to any other rights which Prumatech may have:

          a) Client shall immediately deliver to Prumatech any of Prumatech's Confidential Information provided hereunder (including the Software and any Modifications or Improvements thereto) then in its possession or control and obtain a certificate of such delivery from the authorised Officer of the Prumatech.

          b) Client shall refrain from further use of such Confidential Information including the complete Software and shall promptly sign such documentation deemed necessary by Prumatech or PrumaTech’s' solicitors for the purpose of confirming the ownership of the Work and the intellectual property rights therein (including any Modifications or Improvements thereto); and

          c) Pay all sums owing to Prumatech as on date of such Termination.

During the term of this agreement and for a period of one year thereafter, each of Prumatech and Client agrees not to hire or allow its respective affiliates to hire:

          a) Any employee of the other party; or

          b) Any person who was an employee of the other party during the previous twelve months, who was directly involved in the provision of Work or any of the related services provided hereunder unless otherwise mutually agreed to by the parties.

Prumatech may assign this agreement, or any of its rights or obligations hereunder, in whole or in part, subject to providing prior written notice to Client.
Client may assign this agreement, or any of its rights or obligations hereunder, in whole or in part, with the prior written consent of Prumatech.
This agreement shall ensure to the benefit of and be binding upon each of Client and Prumatech and their respective successors and permitted assigns.

This agreement shall be governed by and construed in accordance with the Laws of India applicable therein.

This agreement, and any documents referred to herein, is the entire agreement between Client and Prumatech pertaining to Client's right to use the Software and the provision of the services, and supersedes all prior or collateral oral or written representations or agreements related thereto. In case one or more of the provisions is found to be not in accordance with extant law or unenforceable, this agreement shall not be rendered in-operative, but the remaining provisions shall continue in full force and effect. Except as otherwise provided herein, no term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.

Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach. Unless otherwise expressly provided, any notice or other communication required or permitted to be given hereunder or for the purposes hereof to Client or Prumatech shall be in writing and shall be sufficiently given in advance at the address mentioned in the relevant Order Document.

For the purposes of this agreement, Business Day means any day other than a Saturday, Sunday, statutory or civic holiday in the States of Tamil Nadu, India.

This agreement is governed by the terms and conditions noted above and, when signed by each of Prumatech and Client authorised representatives, will form a legally binding contract between Prumatech and Client. By signing below either Party acknowledges that it has read and understood the terms of this agreement and hereby bind themselves to this agreement.

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed on the date and place indicated above

For ClientFor Prumatech