END-USER SOFTWARE LICENSE AGREEMENT between DUO SOFTWARE (PRIVATE) LIMITED and DFCC VARDHANA BANK PLC

Exhibit 10.17

END-USER SOFTWARE LICENSE AGREEMENT

between

DUO SOFTWARE (PRIVATE) LIMITED

and

DFCC VARDHANA BANK PLC

Dated: 02 May 2014

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END-USER SOFTWARE LICENSE AGREEMENT

This End-User Software License Agreement (the “Agreement”) is made and effective on the 02^nd day of May 2014.

BETWEEN:

DUO SOFTWARE (PVT) LTD a company duly incorporated in the Democratic Socialist Republic of Sri Lanka bearing company registration No PV 10048 and having its registered office at Xxxxx 0, Xx. 000, Xxxx Xx, Xxxxxxx 00, Xxx Xxxxx. (hereinafter referred to as “LICENSOR”) which term or expression herein used shall where the context so requires admit mean and include the said DUO SOFTWARE (PVT) LTD, its successors and permitted assigns of the FIRST PART

AND

DFCC VARDHANA BANK PLC a Banking Company duly incorporated in the Republic of Sri Lanka and having its Registered Office at Xx. 00, X.X.X. Xxxxxxxxxx Xxxxxxx, Xxxxxxx - 2 bearing Registration No PB 633 PQ and carrying on business of banking in the said Republic of Sri Lanka as a Licensed Commercial Bank within the meaning of the Banking Act No. 30 of 1988 and an approved credit agency under and for the purposes of the Mortgage Act and the Trust Receipts Ordinance (hereinafter called and referred to as ‘the ‘LICENSEE’ which term or expression as herein used where the context so requires or admits shall mean and include the said DFCC VARDHANA BANK PLC and its successors and assigns) of the SECOND PART.

RECITALS

WHEREAS, Licensor has developed certain computer programs and related documentation more particularly described in Schedule A attached hereto (the “Products”) and desires to, grant Licensee a license to use the Software.

WHEREAS, Licensee wishes to use the Software under the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows:

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1. DEFINITIONS

The following definitions shall apply to this Agreement:

“Software” means the computer programs; database structure and documentation listed in Schedule A attached to this Agreement.

“Server” means a computer with programs that provides services to other computer programs (and their users) in the same or other computers.

“Site” means the location specified by the licensee for the implementation of the software.

“Client Computer” means a user’s computer (PC, MAC, Workstation). The client term implies the computer is connected to network where by the computer may request data from time to time from the Server.

“Source Code” is the collection of files needed to convert from human - readable form to some kind of computer-executable form.

“Install” means placing the Software on a computer’s hard disk, CD-ROM or other secondary storage device.

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

“Use” means (i) executing or loading the Software into computer RAM or other primary memory, and (ii) copying the Software for archival or emergency restart purposes.

“LAN” is a short form for Local Area Network.

“Local Area Network” means a network linking number of computers and servers covering a small geographic area like an office, within a building.

“Product” means the computer programs, database structure and documentation listed in Schedule A attached to this Agreement.

“Subscriber” means the customers of Licensor, subscribing for each service provided by Licensor. For the purpose of clarity a subscriber is a single subscriber service account on the Software System. A customer may have one or more subscriber accounts

“WAN” is a short form for Wide Area Network.

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“Wide Area Network” means a network of computers that covers a broad area (i.e., any network whose communications links cross metropolitan, regional, or national boundaries), usually connecting a multiple number of LAN’s across broad geographical boundaries.

“Documentation” means all operation’s and user manuals, training materials, guides, listings, specifications, and other materials for use in conjunction with the Software.

“Test/Lab Environment” means the Licensee’s hardware set aside for testing or creating a simulation of the production environment that is used to process actual subscriber usage.

“Agreement” means this contract between Licensor and Licensee, which may be amended, modified from time to time.

“License” means a perpetual, non-exclusive license to use the Software and Documentation, subject to the terms and conditions as specified in Schedule B.

“Software Modification Request or SMR” means request from Licensee to Licensor to make a modification to the Software that is outside the scope of this Agreement.

“Software Requirement Specification or SRS” means response from Licensor to Licensee’s SMR which will provide the details on the scope of work required to meet the SMR as well as proposed commercial terms.

“Functional Scope Document or FSD” means mapping and alignment of the Licensee’s business objectives and processes to the Software functionality.

“Acceptance Test Criteria or ATC” means the mutually agreed upon test cases to be carried out as part of the User Acceptance Test to demonstrate the successful implementation of the agreed upon scope of deliverables.

“User Acceptance Test or UAT” means the execution of the agreed upon test cases defined in the ATC which if successfully completed will lead to the Licensee issuing the Acceptance Certificate to the Licensor.

2. TERM OF THE AGREEMENT

This Agreement is valid from the date of executing this Agreement and shall continue in force unless the same is revoked, cancelled or terminated in accordance with the provisions contained in this Agreement

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3. REPRESENTATIONS AND WARRANTIES

Licensor and Licensee mutually represent, undertake and warrant that as of the date of this Agreement:

	3.1	It is a limited liability company duly incorporated, validly existing and empowered by its charter to carry on business of the nature described in this Agreement.
	3.2	It has full corporate power and authority to enter into this Agreement and to take any action and execute any documents required by the terms hereof.
	3.3	Execution of this Agreement has been duly authorized by all necessary corporate proceedings and has been duly and validly executed by both parties and is a legal, valid and binding obligation of the respective parties enforceable in accordance with the terms hereof.
	3.4	The signatories of this Agreement have been duly empowered and authorized to execute this Agreement and to perform all obligations in accordance with the terms herein set out.
	3.5	There is no known event that could change the status of any of these representations and warranties in the next six months.

Licensor hereby represents and warrants to Licensee that:

	3.6	Licensor is the owner of all rights, titles and interests, including copyrights, in all the Software, Documentation and any other licensed materials being granted to the Licensee.
	3.7	Licensor has not granted any rights or licenses to the Software, Documentation and any other licensed materials to any other party that would conflict with Licensor’s obligations under this Agreement.
	3.8	Licensor will not enter into any agreement with any third party which would affect Licensee’s rights under this Agreement, or bind Licensee to any third party, without Licensee’s prior written consent.
	3.9	Licensee’s use of the Software, Documentation and any other licensed materials as authorized by this Agreement will not infringe any existing copyrights, trade secrets, patents or trademark rights of any third party. The Software, Documentation and other licensed materials are free from all liens, claims, encumbrances and other restrictions.
	3.10	The Software and its use by the Licensee hereunder do not violate or infringe rights of any third party or laws or regulations of any governmental or judicial authority.
	3.11	Licensee shall have the license to use the Software and shall be entitled to use and enjoy the benefit of the Software, Documentation and any other licensed materials whilst this Agreement remains in force.
	3.12	Licensee’s use and possession thereof hereunder shall not be adversely affected, interrupted or disturbed by Licensor or any entity asserting a claim under or through Licensor.

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4. THE SOFTWARE

The Software shall consist of modules or components and shall perform functions and comply with the proposals and specifications, identified in Schedule A and Schedule E of this Agreement. Each Software’s module or component, specification and proposal included or referred to in Schedule A and Schedule E are expressly incorporated by reference herein. The Software will be and has been tested on its reliability and functionality and there shall be no hidden defects or errors that shall prejudice or damage the Licensee’s business operations.

5. DOCUMENTATION

The Documentation shall consist of the User Manual, listings, Software and module administration guides. In addition, the Licensor’s response to the Request of Proposals of the Licensee will also be included as part of the Documentation which is attached as Annexure 1.

6. SOURCE CODE

The Software shall not include its Source Code form and will not include all relevant explanations and documentation of the Source Code (collectively, “Commentary”). Licensor is not at any time required to deliver to Licensee, any copies of the complete or partial Source Code contained on Licensee machine-readable media and a complete listing of the Source Code and Commentary, unless the Licensor declares bankruptcy, becomes insolvent, or ceases to carry on with its software business or other similar events.

In case of the events above occurred to the Licensor, the Licensee will immediately be given a copy of the Source Code and Commentary of the Software, and the Licensee will be given an unlimited right to use and modify the Source Code and Commentary for only the Licensee’s operations.

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7. OPERATING ENVIRONMENT

The Licensor shall ensure that the Software, and each module or component and function thereof, shall be capable of operating fully and correctly on the combination of the computer equipment (“Hardware”), the programming language and the operating system specifications in Schedule D of this Agreement.

8. SOFTWARE LICENSE TERMS

Licensor hereby grants to Licensee a perpetual, non-exclusive License to use the Software and Documentation, subject to the terms and conditions as specified in Schedule B and C. This License is effective when this Agreement is executed by both parties and the License granted to the Software remains in force until termination of this Agreement.

In granting this non-exclusive License to the Licensee by the Licensor, the Licensee will be allowed to utilize the Software system on the following terms:

Licensor hereby grants to Licensee a non-exclusive License to install and use the Software on:

	1	Multiple Server Licenses - up to seven of the Licensee’s Servers (three in Live Servers and two redundant/backup servers and two DR site servers) provided the Software will only be in use on Licensee’s client computer(s) at any time. If the Software is permanently installed on the hard disk or other storage device of a Server, one person may use the Software under the server licensing conditions, any further users of the application is to be determined under the Multiple Standalone computer licensing terms detailed below.
	2	User Licenses - Number of system user license will be provided based on the license purchased. Refer Schedule B.
	3	LAN and/or WAN Licenses - on the Licensee’s LAN and/or WAN, provided the total number of users who have access to the Software at any time does not exceed the number of system user license provided.

The License terms are summarized in greater detail in Schedule B.

9. SOFTWARE LICENSE FEES

As consideration for the perpetual license to use the Software and Documentation granted to Licensee herein, Licensee shall pay to Licensor the total sum as specified in Schedule C.

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10. LICENSEE’S RIGHTS AND OBLIGATIONS

Licensee has the right to:

	1.	Make one copy of the Software and related documents and data generated thereby solely for backup or archival purposes.
	2.	Transfer the Software to a single hard disk, provided Licensee keeps the original solely for backup or archival purposes.
	3.	Licensee may, at any time, without prior notice to or consent of Licensor, transfer the Software to any location other than the site of initial installation for use on any other central processing unit (CPU) which is owned or controlled by Licensee. Licensee shall thereafter promptly give Licensor notice of such new location.
	4.	Licensee shall have the option to scale up the operation by adding more servers by tendering a written request to Licensor and such acceptance may be made by the Licensor subject to commercial agreement.
	5.	Licensee shall request for a modification to the Software by sending a Software Modification Request (SMR) document to the Licensor listing the requested modifications along with process flows and test cases. On the receipt of the SMR the Licensor shall carefully evaluate the document and dispatch a Software Requirement Specification (SRS) to the Licensee along with the commercial terms for such a modification. The Parties hereby agree that the commercial terms and fees shall be comparable and at market rate.
	6.	The Software will be delivered by Licensor to location of choice of Licensee.

Licensee has the following obligations:

	7.	The Licensee must treat the Software and Documentation like any other copyrighted material - for example a book.
	8.	Cannot copy the Software except to make archival or backup copies as provided above
	9.	Cannot modify, enhance nor adapt the Software nor merge it into another program unless otherwise obtained by Licensor’s written consent.
	10.	Cannot reverse engineer, disassemble, decompile or make any attempt to discover the Source Code of the Software.
	11.	Cannot place the Software onto a server so that it is accessible via a public network such as the Internet.
	12.	Cannot sublicense, rent, lease or lend any portion of the Software or Documentation unless to its affiliates companies.

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11. SOFTWARE INSTALLATION

1. Promptly after delivery of the Software and Documentation to the Site, Licensor shall install and configure the Software in accordance with Schedule F. The Software installation and acceptance process will incorporate the following steps:

	I.	.Licensor notifying Licensee the name of the designated Project Manager along with the proposed Project Manager’s qualifications which according to Licensor view shall be able to complete the project and Software as agreed in this Agreement.
	II.	Licensee sending in writing its acceptance of the designated Project Manager.
	III.	Licensee notifying the name and designation of persons who would be the single point contact to Licensor.
	IV.	Licensor designated Project Manager will work with designated Licensee persons for all project implementation activities.
	V.	Analysis of Licensee’s business objectives and processes.
	VI.	Map and configure Licensee’s business objectives and processes to the Software.

	2.	The Licensee shall be responsible to provide all of the required Hardware (Servers and Headsets) except for any special software where the Licensor is to provide the hardware as is specified in Schedule D.
	3.	Licensee may submit to Licensor any other observations, suggestions made during the implementation and or any change or enhancements that might be required or recommended.
	4.	Licensor will review the same and shall get back with their comments within 2 weeks from the date of acceptance. However the below mentioned points will not be a part of the initial implementation and may be chargeable. These will be categorized as follows:

	●	Enhancement: This category of issues would require a detailed analysis, freezing the scope, deciding the delivery schedule and commercials if any.
	●	Change in Requirement: This category of issues would require a detailed analysis, freezing the scope, deciding the delivery schedule and commercials if any.
	●	Customization: This category of issues is typically outside the product that can be taken up as and when needed during the implementation. For these points there should be an agreement by both parties on scope, time and commercials.
	●	Configuration: This category of issues requires specific configuration in the Software to demonstrate the features.
	●	Bugs: This category of issues are the bugs reported as critical and are fixed as per the Service Level Agreement (SLA). If there is delay or business interruptions that are caused by the bugs in the Software, Licensee shall have the right to a reduction of 5% per occurrence, up to a maximum of 15% of the Annual Maintenance Fee set that shall be paid by Licensee to Licensor which shall be elaborated in the Service Level Agreement.

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12. TRAINING

The License Fee includes all costs for the training of Licensee’s employees on the use and operation of the Software on the Hardware, including instruction in any necessary conversion of Licensee’s data for such use. Pursuant to a mutually agreed upon schedule, Licensor shall provide experienced and qualified personnel to conduct up to 14 full eight-hour days of such training of groups of up to six employees or other personnel of Licensee at a location or locations designated by Licensee within the Territory.

13. SOFTWARE MAINTENANCE

During the implementation period, first year of use, and the period covered by the maintenance terms set out in Service Level Agreement in Schedule E Licensor shall promptly notify Licensee of any defects or malfunctions in the Software or Documentation of which it learns from any source. Licensor shall promptly correct any defects or malfunctions in the Software or Documentation discovered during the validity of this in accordance with the said Service Level Agreement (SLA) specified under Clause 14 of this Agreement. Any defects or malfunctions will be rectified and the Licensor shall provide the Licensee with corrected copies of same, without additional charge. Licensor’s obligation hereunder shall not affect any other liability which it may have to Licensee.

Licensor shall provide to Licensee, without additional charge, copies of the Software and Documentation revised to reflect any enhancements to the Software made by Licensor during the validity of this Agreement as long as the customer continues to pay for the Annual Maintenance Fee or as specified in the Schedule C. Such enhancements shall include all modifications to the Software which increase the speed, efficiency or ease of operation of the Software, or add additional capabilities to or otherwise improve the functions of the Software.

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14. SERVICE LEVEL AGREEMENT

In connection with the Licensee’s Use and operation of the Software or any problems therewith, during the Term of this Agreement or any extended term, if any, the Licensor shall provide to the Licensee Service Level as per support plans provided in Schedule E.

15. CHANGES IN THE SCOPE OF WORK

The Licensor’s basis for implementation of the Software is the scope defined in the BRS or FSD. After starting the assignment, if Licensor finds any deviations to the scope defined, change management processes would be triggered and the Licensor will be given an opportunity to submit a revised commercial proposal covering the charges for the work to be completed as per the enhanced scope of work. Licensor will proceed with the rest of the work only after confirming the revised commercial proposal with Licensee.

16. UPDATES AND REVISIONS

During the valid period of this Agreement, the Licensor will advise the Licensee of any updates or revisions that Licensor is incorporating into the Software. On Licensee’s request a single copy of the Software incorporating this type of change will be sent to Licensee in object form and Licensor will grant Licensee a non-exclusive, nontransferable license to use it subject to the same terms that are set out elsewhere in this Agreement.

17. TERMINATION

Licensor shall have the right to terminate this License if Licensee fails to perform any obligation required of Licensee under this Agreement and Licensee does not fix any such breach within 60 days or if Licensee becomes bankrupt or insolvent. Licensee shall have the right to immediately terminate this License if Licensor fails to perform any obligation required of Licensor under this Agreement or if Licensor becomes bankrupt or insolvent. This License Agreement takes effect upon Licensee’s use of the software and effective until terminated upon termination of this License, Licensee shall return to Licensor or destroy the original and all copies of the Software except copies that are needed by applicable laws and regulations or corporate data keeping. Licensor shall have a reasonable opportunity to conduct an inspection of Licensee’s place of business to assure compliance with this provision.

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18. WARRANTY

Licensor warrants that for a period of term of this contract and after delivery of the Software to Licensee:

	A.	The Software will be delivered in electronic form, including files transferred or downloaded from the internet or on physical media, and will be free from defects in materials and workmanship under normal use; and,
	B.	The Software will perform in substantial accordance with the requirement given by the client

19. LIMITED REMEDY

Licensor’s entire liability and Licensee’s exclusive remedy shall be:

The replacement of any CD-ROM(s) or other media not meeting the Warranty which is returned to Licensor due to damage will be replaced by the Licensor within 3 days.

IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE (EVEN IF LICENSOR OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY). Unless caused by gross negligence or fraud on the part of LICENSOR.

IN NO EVENT WILL LICENSEE BE LIABLE TO LICENSOR FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT OR USE OF THE SOFTWARE (EVEN IF LICENSEE OR AN AUTHORIZED DEALER, DISTRIBUTOR OR REPRESENTATIVE OF THE LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY unless caused by gross negligence or fraud on the part of LICENSEE

20. TITLE TO SOFTWARE

Licensor retains title to and ownership of the Software and all enhancements, modifications and updates made by Licensor on the Software.

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21. CONFIDENTIALITY

	1.	Each party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes or procedures or any other confidential, financial or business information of the other party which it learns during the course of its performance of this Agreement, without the prior written consent of such other party. This obligation shall survive the cancellation or other termination of this Agreement.
	2.	The Software contains trade secrets and proprietary know-how that belong to the Licensor and it is being made available to the Licensee in strict confidence.
	3.	HAVING DUE REGARDS TO THE PREVAILING COPYRIGHT LAWS, ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCALS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS. Exception to this, is if the disclosure is mandated by law or for the requirements of the investigation agency, the tax agency, auditing or for credit units to assess the authenticity of the software.
	4	Licensor hereby agrees to be abide by the DFCC IT Security Policy (Annex 2)

22. PUBLICITY

Licensor shall not refer to the existence of this Agreement in any press release, advertising or materials distributed to prospective customers, without the prior written consent of Licensee and vice versa.

23. LICENSOR’S PROPRIETARY NOTICES

Licensee agrees that any copies of the Software or Documentation which it makes pursuant to this Agreement shall bear all copyright, trademark and other proprietary notices included therein by Licensor and, except as expressly authorized herein, Licensee shall not distribute same to any third party without Licensor’s prior written consent.

24. ASSIGNMENT

Licensee may assign this Agreement to any subsidiary or affiliate under its control, or as part of the sale of that part of its business which includes the Hardware or any substantial portion of its data processing facilities, or pursuant to any merger, consolidation or other reorganization, without Licensor’s consent, upon notice to Licensor. Licensor shall not assign this Agreement without Licensee’s prior written consent, which shall not be unreasonably withheld. An assignee of either party, if authorized hereunder, shall have all of the rights and obligations of the assigning party set forth in this Agreement.

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25. INDEMNITY

Licensor agrees to indemnify and hold harmless Licensee and its subsidiaries or affiliates under its control, and their directors, officers, employees and agents, against any and all losses, liabilities, judgments, awards and costs (including legal fees and expenses) arising out of or related to any claim that Licensee’s use or possession of the Software or Documentation, or the license granted hereunder, infringes or violates the copyright, trade secret or other proprietary right existing under the laws of Sri Lanka. Licensor shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that Licensee gives Licensor prompt notice of any such claim of which it learns. No settlement which prevents Licensee from continuing to use the Software as provided herein shall be made without Licensee’s prior written consent. In all events, Licensee shall have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing.

26. DISPUTE RESOLUTION

In the event of a dispute between the parties concerning any aspect of this Agreement the parties shall meet in good faith to resolve the dispute.

In the event of the dispute is not resolved within fifteen (15) days from the first meeting of the Parties as set out above, any dispute arising out of or in connection with the terms and conditions herein, or the breach, termination or invalidity thereof, either Party may refer the dispute to the ICLP arbitration center at Colombo, Under the ICLP Arbitration rules.

In the event that such dispute cannot be resolved or settled through mediation as set out above, the dispute shall thereafter be referred to and finally resolved by arbitration in accordance with the ICLP Arbitration Rules of the ICLP arbitration center at Colombo for the time being in force, which rules are deemed to be incorporated by reference in this clause.

The arbitration tribunal shall consist of a sole arbitrator to be appointed by the Chairman of the ICLP arbitration center at Colombo, Under the ICLP Arbitration rules. The language of the arbitration shall be English.

The Parties hereby agree to keep confidential any proceedings brought under the provisions herein. Such confidentiality shall extend to any agreement reached between the Parties for the settlement of any dispute or any Arbitral findings.

27. ATTORNEY FEES

If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled after a final judgment is rendered, processes or procedures or any other confidential, financial or business information of the other party which it learns during the course of its performance of this Agreement, without the prior written consent of such other party. This obligation shall survive the cancellation or other termination of this Agreement.

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28. LIMITED LIABILITY

	1	Unless otherwise expressly stated herein, Licensor shall not be liable to Licensee for any consequential damages arising out of Licensor’s breach of this Agreement.
	2.	Unless otherwise expressly stated herein, Licensee shall not be liable to Licensor for any consequential damages arising out of Licensee’s breach of this Agreement.

29. NOTICE

All notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if sent by certified mail, return receipt requested, to the parties at the respective addresses set forth below or to such other address as the party to receive the notice has designated by notice to the other party.

Licensor

Chief Financial Officer

Duo Software (Pvt) Ltd.

000 Xxxxx Xxxx,

Xxxxxxx 0,

Xxx Xxxxx.

	Telephone No:	000 0000 000
	Fax No:	000 0000000

Licensee

Senior Manager - Services

XXXX Xxxxxxxx Xxxx XXX

00, X X X Xxxxxxxxxx Xxxxxxx

Xxxxxxx 00

	Tele No:	011 2371371
	Facsimile No. :	011 2371372

30. GOVERNING LAW

This Agreement shall be governed by and construed under the laws of Sri Lanka.

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31. SEVERABILITY

If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.

32. NO WAIVER

The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.

33. FORCE MAJEURE

Should any contingencies arises which prevent the complete or partial fulfillment by either of the parties of their respective obligations under this contract, namely Fire, Acts of God, prohibition of export, arrest and restrain of Rules, Government or any other causes beyond the parties control, the time stipulated for fulfillment of the obligations shall be extended for a period equal to that during which such contingencies will remain in force with a maximum of thirty (30) days.

If a force major situation arises, the parties to this Agreement shall notify in writing within fourteen (14) days with evidence showing the force major.

34. COMPLETE AGREEMENT

This Agreement sets forth the entire understanding of the parties as to its subject matter and may not be modified except in writing executed by both parties.

This contract comes into effect as of the date of signing.

IN WITNESS WHEREOF the DUO SOFTWARE (PVT) LTD has caused its Common Seal to be affixed and the authorized signatories of the DFCC VARDHANA BANK PLC have set their hands to these presents and to one other of the same tenor and date as this Agreement at the place and on the date hereinafter mentioned.

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The Common Seal of the within named DUO SOFTWARE (PVT) LTD was affixed hereto at Colombo on this 02 day of May Two Thousand and Fourteen in the presence of Mr. M Canagasooryam / Director and Xx. X X Xxxxxx / Chief Finance Officer of the said Company who do hereby attest the sealing thereof /s/ M Canagasooryam  

/s/ X X Xxxxxx  

Witnesses:
1     /s/ R.S. Ruwani
2    /s/ Safras Mohamed

Signed by Xx.Xxxxxxxx Xxxxx (Director / Chief Executive Officer) and Mr. W A Mendis (Company Secretary) the authorized signatories of the DFCC VARDHANA BANK PLC on this 02nd day of May Two Thousand and Fourteen at Colombo in the presence of /s/ Xxxxxxxx Xxxxx  

/s/ W A Mendis  

Witnesses:

1     

2     

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SCHEDULE A

COMPUTER PROGRAMS AND DOCUMENTATION

●	DuoContact Version 5.0,
●	Required User Manuals for the system

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SCHEDULE B

LICENSING

DuoContact Version 5.0

Description		License
Primary Call Server		2 (Including Redundancy)
Primary Application Server		2 (Including Redundancy)
Primary Database Server		2 (Including Redundancy)
DR Call Server		1
DR Application Server		1
DR Database Server		1
Concurrent Voice Ports		10
Redundant Voice Ports		10
DR Voice Ports		10
User License		32
(Agents/Supervisors/WorkAction)
Interactive Voice Response (IVR)		Yes
Duo WorkAction Module		Yes
Outbound Campaign Manager (Voice, SMS & Email)		Yes
Standard Reporting		15 Standard Reports
SMS integration		02 Gateways (Including Redundancy)
Email Integration		02 Email Accounts
Web chat integration		01 Web Profile
Fax Integration		02 Fax Numbers (Including Redundancy)
Skype Integration		-
Social Media (Facebook/Twitter) Integration		-

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SCHEDULE C

PRICING AND PAYMENT SCHEDULE

Onetime License Fee for DuoContact V5 system

Description		Price (USD)
Contact Center Framework License (With redundancy)			10,000
Interactive Voice response			5,000
SMS/Email/Fax Module			2,500
Duo WorkAction Module			5,000
Standard Reporting			4,000
Campaign Manager with Voice, SMS and Email			11,000
User License - Agents, Supervisors and Back Office (32 x 950)			30,400
DuoContact - Total Application Fee (Requirement sheet attached)			67,900
Integration with CISCO call manager			1,000
Sub Total			68,900
Special Discount			(16,900	)
Total Solution Cost			52,000

*All above prices are quoted in United States Dollar.

Payment Terms

	●	50 % of the total solution price shall be paid upon confirming the proposal
	●	30% at the time signing the agreement.
	●	20% to be paid upon completing the implementation.

Additional License Cost

Description		Price (USD)
User License (User can be an Agent, Supervisor or a back office or non-contact center agent)		950.00 E.A (including voice port)
IVR Port License		250.00 P.P
(Agent license will be sold at 5 license blocks and IVR ports will be sold at 25 Blocks.)

*All above prices are quoted in United States Dollar.

EA = Each Agent

PP = Per Port

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Annual Maintenance Cost

AMC will be 20% of the total solution price. AMC is not applicable for the first year, during the one year warranty period. It shall be paid after one year or 12th month from the implementation.

Note:

As and when the additional license/modules/new feature/item are purchased, the price will be included in to the total solution price and AMC shall be calculated /paid accordingly.

Integration and Customization

Customized Report (Other than the standard reports available in the system or any special reports)/IVR customization or any new development is chargeable at a rate of USD 45 per development hour per engineer.

Any third party system integration other than what was mentioned during the requirement gathering stage is chargeable at a rate of USD 45 per developer per engineer.

Training

Four hour group training session is included in the proposal for Agents/ Supervisors and IT. Trainings will be conducted in groups.

For additional training a fee of LKR 5,000 shall be paid per agent for a four hour training session.

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SCHEDULE D

HARDWARE SCHEDULE

Below mentioned is the standard minimum hardware specification and third party software required to implement the DuoContact system

Description		Specification		Quantity
Call Sever		Intel Xeon 4 Core Processor, 8 GB RAM, 2 x 120 GB SATA, Raid 01		02 (With one to one Redundancy)
Application Server		Intel Xeon 4 Core Processor, 16 GB RAM, 2 x 120 GB SATA, Raid 01		02 (With one to one Redundancy)
Data storage Server		Intel Xeon 4 Core Processor, 16 GB RAM, 2 x 1 TB SATA		02 (With one to one back up)
Windows Server 2012 Standard		-		06 (With Redundant Servers)
MS SQL Server R2 2008 Standard		-		02 (With Backup Server)

Note 01: All required hardware and third party software shall be provided by the client to implement the system for live operation and back up (if required).

Note02: The above configuration supports 99.5% high availability of the system. It can seamlessly scale up to 30 concurrent Agents and 60 concurrent SIP IVR ports. Should DFCC scale up the contact center further, another call server with similar configuration shall be added and the total system can cater another 600 concurrent SIP/IVR ports and 30 Agents.

Note 03: Should DFCC require a DR site, a similar set up or a scaled down set up will require.

Note 04: DFCC may provide the above mentioned specification or higher than this.

23

SCHEDULE E

SERVICE LEVEL AGREEMENT

Support Service Levels are determined based on the project value and AMC cost. Service Level Assurance

The following levels of response time are offered to meet the needs of your business.

Criticality Level		Support offering
Critical		Less than 180 minutes (under normal conditions)
High		Less than 240 minutes (under normal conditions)
Medium		Less than 72 Hours (under normal conditions) or Next Release
Low		Next Release (under normal conditions)

Please note should a bug cause for incorrect data writes and script needs to be performed to correct the data, the time required for correction of the data is not included in the above timings.

Note:

Should DFCC require additional support an additional fee shall be paid based on the support criteria and Duo’s support service proposal

Escalation time frames for critical levels

The following escalation levels of response time are offered to meet the needs of your business

Criticality		Escalation Levels
Level		First Level		Second Level
Critical		Minimum 60 minutes from promised time		After 3 hours from promised time
High		Minimum 2 hours from promised time		After 6 hours from promised time
Medium		Minimum 48 hours from promised time		Minimum 5 Days from promised time
Low		Minimum 96 hours from promised time		Minimum 7 Days from promised time

24

Support Service Offerings

Support Time 一 9.00 am to 5.00 pm (GMT +5.30)

●	Service Ticket
●	Telephone Support
●	Email Support
●	Skype Chat Support