TELUPAY Software means the software provided, developed, applied, utilized, and/or customized for the TELUPAY Mobile Banking Solution, including, without limitation, source codes, operating systems, and application programs, which software is more particularly described as "Mobile Banking Solution" with Version No. 001.001.001 as defined in Annex D.
The grant of such limited license shall not confer any rights of ownership over the TELUPAY Software and/or any part of its source or object code in favor of the CLIENT.
No technical failure shall be recognized as a technical failure of the TELUPAY Software or the TELUPAY Mobile Banking Solution if such failure is caused in whole or in part by CLIENT or third-party supplied hardware, software, and/or third party services, or when CLIENT fails to comply with its obligations under Clause 9.1 or when the Equipment fails to meet the Recommended System Requirements.
Within the same period and without need of notice or demand, the CLIENT shall immediately return all copies of the TELUPAY System to SERVICE PROVIDER, including, without limitation, the TELUPAY Documentation and the TELUPAY Software, and/or destroy all such copies to the reasonable satisfaction of SERVICE PROVIDER; Provided, that SERVICE PROVIDER shall be allowed to monitor, supervise, and inspect the destruction of such copies.
The said deployment costs shall not cover those costs and expenses for the development of the TELUPAY Software, which development costs and expenses shall be for the sole and exclusive account of the SERVICE PROVIDER and/or its licensor, Telupay (M.E) FZE as the absolute owner of the TELUPAY Software.
Furthermore, the Parties shall execute a software escrow agreement for the TELUPAY Software, which agreement shall be in a form substantially identical to the draft software escrow agreement attached herewith as Schedule "C".