Applicable Law in relation to a Party shall mean any and all:

statutes and subordinate legislation and common law;

rules and regulations;

ordinances and by-laws;

directives, code of practice, circular, guidance notes, judgments and decision of competent authority or any other governmental, inter – governmental or supranational agency, body, department or regulatory, self-regulatory or other authority or organisation; or

other similar provisionfrom time to time, compliance with which is mandatory for that Party;

Confidential Information shall mean and include, without limitation, any information relating to either Party and/or its business in respect of which information is not readily available in the ordinary course of business (including either Party’s past, present and future research and development, either Party’s products, services, computer software programs and software source document, drawing, algorithms, intellectual property, Intellectual Property Rights (hereinafter defined), work of authorship, technique, design detail and specification, data, defects and deficiency, internal services, operation manuals, Statement of Work (hereinafter defined), training manual and training materials, customer information and preferences, licensing and distribution arrangements, pricing, schematics and other technical, business, financial, customer and products information and plans) communicated and made available in whatever form and medium to the other Party for the purpose of, or in connection with, this Agreement including provisions of this Agreement and any information disclosed while undertaking negotiation with respect to this Agreement;

Dispute shall be deemed to have arisen when a fact with respect to transaction contemplated under this Agreement, is asserted by one Party and denied by the other Party;

Force Majeure shall mean any or all the event beyond the control of the Party claiming presence of Force Majeure event, including but not limited to

act of God,

strikes, lockouts or other industrial act,

war, blockages, insurrections, riots, epidemics, acts of terrorism, or

landslide, lightning, fire, storms, floods and washouts;

Intellectual Property Rights shall mean, collectively or individually, the following worldwide right relating to intellectual property whether or not filed, perfected, registered or recorded and whether now or hereafter filed, issued or acquired;

Patent, patent disclosure, patent rights, know-how including any and all continuations, continuations-in-part, divisions, reissues, re-examination, utility model and design patent or any extensions thereof;

Rights in trademark, trademark registration and any application thereof, including without limitation trade name, service name, service marks, logos or trade dress;

Right associated with work of authorship, including without limitation, trade name, service name, service mark, logos or trade dress;

Right relating to protection of trade secret and Confidential Information;

Internet domain name, internet, World Wide Web URLs or addresses;

All other intellectual property right or other proprietary right anywhere in the world including rights of privacy and publicity, whether or not requiring registration and whether or not registration has been obtained;

Service shall mean service rendered by BRENOLABS to the CLIENT in accordance with this Agreement and specifications enumerated in the Statement of Work;

Statement of Work shall mean a statement in written form specifying requirement of the CLIENT;

Third Party shall mean any person or entity other than the parties to this Agreement.

Any reference in this Agreement to an enactment shall mean provision of that enactment from the Effective Date and as amended, re-enacted or substituted from time to time

Any reference in this Agreement to any gender includes reference to other gender/s

Any singular connotation of the word includes its plural connotation and vice versa

Any reference in this Agreement to a date, month or year shall be Gregorian calendar day, month or year

Any reference in this Agreement to the term ‘include’, ‘includes’ and ‘including’ shall be followed by a word ‘without limitation’.

The words ‘herein’, ‘hereto’ or ‘hereunder’ shall be deemed to refer to this Agreement as a whole.

Unless the context clearly indicates otherwise, when figures are referred to in numerals and in words and there is a conflict between the two, the words shall prevail.

Time is the essence in the performance of obligation of the Parties. If any time period specified herein is extended, such extended time period shall also be of essence.

If a period of time is to be calculated from a particular day, act or event, it is to be calculated exclusive of that day, or the day of that act or the day of that event.

No provision herein shall be construed against or interpreted to the disadvantage of a Party by reason of such Party having or being deemed to have structured, drafted or introduced such provision.

Headings are for the sake of convenience only, and do not affect the interpretation of this Agreement in any manner.

In the event of any conflict or inconsistence between the Statement of Order and this Agreement, an endeavour shall be made to reconcile the provisions in the Statement of Order. If, however, such conflict or inconsistency is irreconcilable then provisions of the Agreement shall prevail over the Statement of Work.

Communication of particulars of Service: The CLIENT shall convey the complete particulars of the Services to be rendered by BRENOLABS to the CLIENT, in writing. The particulars of the Service communicated by the CLIENT shall be detailed in nature enumerating the Service requirement, the date of its delivery, complete particulars regarding Deliverable and/or such other particulars as shall facilitate BRENOLABS to perform Services under this Agreement.  BRENOLABS shall not be responsible for any non - communication or for any dearth in communicating any particulars regarding the Service by the CLIENT.

Statement of Work: Based on the written communication received as per clause 3.1, by way of Statement of Work, upon due execution of the Statement of Work by both the Parties,  such Statement(s) of Work shall be deemed to be incorporated by reference into this Agreement.

Modification to Statement of Work by CLIENT: If the CLIENT desires to modify the scope of the Services to be performed and/or the Deliverables to be provided under the Statement of Work, the CLIENT shall duly provide to BRENOLABS a detailed description of such proposed modifications, in writing. If upon deliberation by the Parties, the same is acceptable to BRENOLABS then the Parties shall discuss and agree upon the terms, including but not limited to deliverables,  any changes to the compensation to BRENOLABS and the schedule for performance and delivery of the Services and Deliverables. Upon execution of the modified Statement of Work by an authorised representative of both the Parties, such modified Statement of Work shall be effective and shall become a part of the original Statement of Work.

Modification to the Statement of Work by BRENOLABS: BRENOLABS may also propose changes to the scope, timeline for performance, date of delivery and/or compensation under the Statement of Work. The Parties shall duly deliberate on such proposal and upon such deliberation being accepted by both the Parties, a modified Statement of Work to that effect shall be executed by the Parties and shall by reference be deemed to be part of this Agreement and/or original Statement of Work.

Mutual assistance: BRENOLABS shall perform all Services using such degree of skill, care, and judgement as is consistent with customarily accepted good business practices. The CLIENT undertakes to extend its complete assistance in performance of Services and/or delivery of Deliverables by BRENOLABS.

Non – conforming Service or Deliverables: Subject to the terms of this Agreement, Parties agree that CLIENT’s sole and exclusive remedy for non-conforming Services and/or Deliverables shall be replacement/re-performance by BRENOLABS.

Delivery and Acceptance: The CLIENT shall within five (5) business days following the date on which Deliverables are delivered to it by BRENOLABS undertake complete testing of the Deliverables (the “Acceptance Period”). If no grievance with respect to any defect, deficiency or material non-conformance of the Service/ Deliverable is received by BRENOLABS within the Acceptance Period or if the Deliverables are utilized for live commercial production purposes by the CLIENT, the Deliverables shall be deemed as accepted by the CLIENT. No grievance with respect to any defect, deficiency or material non – conformance of the Deliverable/ Service shall be entertained by BRENOLABS from the CLIENT upon expiry of Acceptance Period. Further, BRENOLABS shall be under no obligation to replace the Deliverable the consideration amount, for grievance raised after the expiry of the Acceptance Period.

This Agreement is intended to create an independent contractor relationship between the Parties for the purposes of compliance with the obligation under this Agreement and under the Applicable Law.

In this regard, it is specifically declared and acknowledged by the Parties that the relationship between them is that of independent contractors and nothing contained herein shall constitute them into a relationship of employment, principal – agent, partnership, affiliate, agency and/or joint venture.

Neither Party shall provide  any worker’s compensation benefits for the employees of the other Party. Further, neither Party’s  employees and contractors are entitled to any benefits to which the other Party’s employees maybe entitled under the policies or as otherwise required by the Applicable Law.

Subject to the provisions of Applicable Law and this Agreement, the CLIENT shall not withhold any amounts payable to BRENOLABS under this Agreement and will not make any contributions on behalf of or for the benefit of BRENOLABS or BRENOLABS’ employees and contractors.

The CLIENT shall provide BRENOLABS on a timely basis and in appropriate form, a report enumerating compensation paid to BRENOLABS under this Agreement.

The CLIENT acknowledges that BRENOLABS is free to do work for other entities during the term of this Agreement, subject to confidentiality and non-disclosure obligations under this Agreement and any separate Agreement or arrangement with respect to confidentiality and non-disclosure of CLIENT information.

Neither Party shall have the power or authority to act for the other Party in any manner or create obligations or debts which would be binding on the other Party. Neither Party shall be responsible for any obligation of the other Party or be responsible for any act or omission of the other Party under this Agreement or Applicable Law.

In consideration for provision by BRENOLABS of the Services, the CLIENT shall pay to BRENOLABS such compensation as is set forth in each Statement of Work with respect to that Service.

BRENOLABS shall supply all the invoices with respect to the Service in electronic form and the payments shall be made by the CLIENT in accordance with the instructions provided on BRENOLABS’s invoice.

The payment for the invoices shall be made within Fifteen (15) days of receipt of such invoice.

Further, the CLIENT shall reimburse BRENOLABS for any additional reasonable documented expenses incurred while performing Services, which is otherwise not contemplated in the Statement of Work.

Subject to provisions of Applicable Law, all the payment to BRENOLABS under this Agreement shall be made in in US Dollar by CLIENT, regardless of currency fluctuations, if applicable.

Each Party shall be liable for their own taxes based on their net income, as per the provisions of Applicable Law. The consideration amount stated in the Statement of Work shall be exclusive of the applicable Goods and Service Tax.

The obligation of the CLIENT to make payment of the consideration amount shall survive termination of this Agreement.

All taxes and transaction fees shall be borne by the customer.

The term of this Agreement shall commence on the Effective Date and shall continue for a period of One  year (the “Term”).

This Agreement automatically terminates upon completion of the Term, unless the Parties mutually agree to extend the term of this Agreement, and such mutual intention is reflected in writing.

This Agreement can be terminated by either Party at any time and for any reason by providing a 30 day written notice to the other Party. This Agreement terminates upon the expiry of 30 days calculated from the date of notice.

Both Parties agree and accept that in the event any Deliverable is pending at the time of termination, such Service shall be completed and post such completion shall the termination be made applicable.

All the Intellectual Property Right subsisting in the Deliverables shall belong to the CLIENT.

In certain circumstances, the Deliverable is developed in conjunction with any work over which BRENOLABS has exclusive Intellectual Property Right or any other right (“BRENOLABS Work”). In such circumstance, except to the extent as is specified in this Agreement, no right is bestowed upon the CLIENT with respect to BRENOLABS Works solely by virtue of the fact that Deliverable has been developed in conjunction with BRENOLABS Work.

Where a Deliverable is developed in conjunction with BRENOLABS Work, the CLIENT is granted a limited, non-exclusive, non-transferable, non-assignable and revocable license (“Limited License”) to utilize such BRENOLABS Work to the limited extent it is necessary for appropriate performance of the Deliverable. Notwithstanding anything contained in this Agreement, the CLIENT shall not be entitled to utilize or otherwise exploit the BRENOLABS Works in their stand-alone form.

All the right relating to copyright shall be owned by the CLIENT, except an author’s moral right which shall be duly recognised by the CLIENT.

Each Party agrees and accepts that during the course of transaction contemplated in this Agreement, each Party shall be recipient of certain Confidential Information belonging to the other Party.

The Party receiving the Confidential Information (“Receiving Party”) agrees and accepts that the Party disclosing (“Disclosing Party”) has proprietary right over Confidential Information and thereby covenants to maintain confidentiality of the Confidential Information disclosed to it by the Disclosing Party by extending such security measures to it as it would extend to Confidential Information over which it has proprietary right.

The Receiving Party covenants to utilize or disclose the Confidential Information solely, absolutely and strictly, in good faith, for the purpose of discharging its obligation under this Agreement.

The Disclosing Party acknowledges that while discharging its obligation under this Agreement, the Receiving Party may be compelled to disclose certain Confidential Information belonging to the Disclosing Party to its employee, Customer, Non-enterprise Customer and/or any Third Party. In such circumstances, the Receiving Party undertakes to obtain from such employee, Customer, Non-enterprise Customer and/or such Third Party a non – disclosure agreement reflecting terms which are not any less rigorous than the terms contained herein.

An information shall not be deemed Confidential Information if it is : (i) publicly available prior to this Agreement or becomes publicly available without a breach by the Receiving Party; (ii) rightfully received by the Receiving Party from Third Parties without accompanying confidentiality obligations; (iii) already in the Receiving Party’s possession and was lawfully received sources other than the Disclosing Party; (iv) independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential or Proprietary information; (v) Approved in writing by the Disclosing Party for release or (vi) is disclosed in pursuance of Applicable Law. The Disclosing Party acknowledges that the Receiving Party may, by virtue of compulsion under Applicable Law, be compelled to disclose Confidential Information. In the event of existence of such compulsion, the Receiving party undertakes to notify, in writing, the Disclosing Party about presence of compulsion under Applicable Law, so as to facilitate the Disclosing Party to obtain appropriate preventive order.

Upon termination of this Agreement, each Party undertakes to return the Confidential Information belonging to the Disclosing Party. In the event that such Confidential Information is stored in electronic form, then the Receiving Party undertakes to destroy such Confidential Information and shall issue a certificate, in writing, certifying the fact of destruction.

The obligation of the Parties under this Clause shall survive for a period of 5 years post termination of this Agreement. In any event, if by virtue of a mandate by Applicable Law, the Receiving Party is required to maintain a copy of Confidential Information, then, notwithstanding expiry of the period of 5 years, the obligation of the Receiving Party to maintain confidentiality of such Confidential Information shall survive till the Receiving Party is possession of such Confidential Information.

Neither  Party shall use any trademark, service-mark, trade-name, or other name or logo of the other in any advertising, press release, or publicity without the prior written consent of the other Party.

The CLIENT shall indemnify and hold harmless BRENOLABS from any damage, loss, liability, claim or action arising against the BRENOLABS for any breach of obligation, representation, covenants or warranty by the CLIENT under this Agreement.

The CLIENT shall indemnify and hold harmless BRENOLABS for any Third Party claim alleging breach of Intellectual Property Right or other rights against BRENOLABS due to

performance of Service or development of Deliverable by BRENOLABS in accordance with specification specified by CLIENT under Statement of Work.

use of Deliverable and/or BRENOLABS Work with materials or software not otherwise provided by BRENOLABS,

use of Deliverables in direct violation or breach of Applicable Law or

modification of Deliverable.

Each Party agrees and accepts that BRENOLABS shall not be liable or responsible in any manner for any indirect, consequential, special, exemplary or punitive damage arising under this Agreement, even if the BRENOLABS was advised of the possibility of such loss.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BRENOLABS HEREBY DISCLAIMS ALL WARRANTIES IMPLIED, OR OTHERWISE WITH RESPECT TO THE SERVICES AND/OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT AND OR STATEMENTS OF WORK ISSUED HERE UNDER AND ALL COMPONENTS AND ELEMENTS THEREOF INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.

Neither Party shall be liable for any loss or damage sustained by the other Party as a result of

default or

non – performance by the other Party of its obligation under this Agreement due to presence of Force Majeure event.

The Party affected by Force Majeure event shall furnish to the other Party, within 48 (forty eight) hours written notice after occurrence of Force Majeure event. Provided further that the obligation to give such notice shall be suspended to the extent necessitated by the event of Force Majeure.

The Party affected by Force Majeure shall take all reasonable measures to abort the circumstances giving rise Force Majeure event.

Any notices pursuant to this Agreement shall be validly given or served if in writing and sent by registered or certified mail, postage prepaid, or via reputable overnight delivery service to the following addresses
a: If to BRENOLABS:
BRENO LABS PRIVATE LIMITED414,
MAHAVEER CEDAR,AGB LAYOUT, CHIKKASANDRA,BANGALORE 560090, INDIA
Or to such other addresses as either Party may designate to the other in writing. Delivery of any notice shall be deemed to be effective on the date set forth on the receipt of registered or certified or, if earlier, three (3) days after mailing, or one (1) day, in case of overnight delivery service.

The waiver by either Party of breach or violation of, or failure of either Party to enforce, any provision of this Agreement shall not operate or be constituted as a waiver of any subsequent breach or violation or relinquishment of any rights hereunder.

It is expressly understood and agreed that this Agreement does not grant upon either Party any exclusive privileges or rights and either Party may enter into similar transaction with any Third Party.

This Agreement shall be binding upon and shall inure to the benefit of the Parties and their heirs, successors, representatives and assigns.

Notwithstanding the foregoing, this Agreement may not be assigned by either Party without the prior written consent of the other Party.

This Agreement shall be governed by and construed in accordance with the laws prevailing in UNITED STATES OF AMERICA, without regard to conflict to law principles thereof, regardless of its place of execution or performance.

All or any Dispute arising under this Agreement shall be amicably settled by the Parties through good faith negotiation. If the Dispute is not resolved through negotiation, the same shall be referred for resolution before an arbitrator, to be mutually appointed by the Parties.

Except as expressly provided for otherwise herein, the writing herein represents the entire Agreement and the understanding of the Parties with respect to the subject matter hereof and supersedes any and all previous arrangement or agreement of whatever nature between the  Parties.

This Agreement may be amended or modified mutually by the Parties. Provided such mutual intent is reflected in writing.

BRENOLABS may subcontract any or all of its obligation under this Agreement to any Third Party without obtaining prior consent of CLIENT.

Without the prior written consent of the non-hiring Party, neither Party shall, directly or indirectly, for a period of one (1) year period from the date of termination of this Agreement contract, solicit or cause to be solicited the employment of, or hire, any employee of the other Party, other than any employee who has been terminated by a non – hiring Party to this Agreement prior to the commencement of employment discussions between the hiring Party and such employee.

The use of independent employment agencies or general solicitations (such as advertisements in publications), and the hiring of persons obtained through such method, shall not be deemed to violate the preceding sentence.