Intellect Software License

Agreement Version 1.0

I. Internal Use Terms

The terms of this agreement are a reaffirmation of the employment terms executed between Intellect Design Arena Limited and/or its affiliates (collectively, “Intellect”) and its employees engaged by any business unit or business function within Intellect.

In furtherance of the employment relationship between Intellect and each of its employees, all computer programs created by such employees (“Program”) shall be deemed to be licensed for Internal Use, without any restrictions, by any and all business units or business functions of Intellect. “Internal Use” means to use the Program (in whole or in part, in any form) solely for Intellect’s internal business operations, and does not include use of the Programs (in any form) for any commercial purpose including for any kind of service, action, assistance or support to an External Entity. “External Entity” means any individual or organization outside Intellect, including but not limited to a client, vendor, or partner of Intellect. Ownership of modifications, enhancements, or contributions to the Program shall continue to be governed by terms of the employment relationship with Intellect.

II. External Use Terms

Use of the Programs by any External Entity is subject to the terms of a valid Contractual Arrangement between Intellect and the External Entity. “Contractual Arrangement” means a written agreement executed between Intellect and the External Entity governing the External Entity’s use of the Program, on a standalone basis or as part of collection of computer programs licensed by Intellect to such External Entity.

By using this Program, you agree to these terms. Unless otherwise stated in the Contractual Arrangement, this agreement shall be governed by and construed in accordance with the laws of Chennai, India, without regard to its conflict of law’s provisions.