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party at the time of disclosure as shown by the receiving party’s files and records immediately
prior to the time of disclosure; or (ii) prior or after the time of disclosure becomes part of the
public knowledge or literature, not as a result of any inaction or action of the receiving party,
or (iii) is approved for release by the disclosing party, or (iv) is independently developed by the
receiving party without the use of any Confidential Information of the other party.

The Vendor should agree not to use the confidential information disclosed to the Vendor by the
Client for its own use or for any purpose except to carry out discussions concerning and the
undertaking of any business relationship between the two. The Confidential information should
not be disclosed to anyone, including to their Employees; however the Vendor may disclose
such confidential information to such employees who are required to have such information to
carry out the contemplated business.

Vendor should take all responsible steps to protect the secrecy of and avoid disclosure or use of
confidential information of the Client in order to prevent it from falling into public domain or
the possession of unauthorized persons. Vendor agrees to notify the Client in writing of any
misuse or misappropriation of confidential information that may come to its attention.

10. Charges and Payments

9.1 Prevailing taxes will be payable by the Client, at the rate applicable at the time of
invoicing
The Vendor shall invoice the Client for the Products and Services supplied in
accordance to this Agreement. Payment will become due 3 days following receipt of
the invoice.

9.2 In the event of any cost escalations due to contingency or any other reason such
matters shall be mutually resolved in a fair and a reasonable manner.

9.3 All modifications charged during the lifetime of the project, will be automatically
added the maintenance charges to ensure that the expected service levels can be
maintained.

Note

Maintenance is necessary to ensure that the System is supported during the lifetime
of its use. For this we have to retain staff who have the domain expertise of your
industry and your organization business process.

Maintenance charges on software is practiced globally and is an accepted business
norm.

11. Termination

This Agreement shall terminate upon fifteen (15) days advance written notice if either party
has breached this Agreement.

12. Amendments

Any modification to or variation of this Agreement must be in writing and signed by
authorized representatives of the Vendor and the Client.

© Datama tion Systems (Pvt) Ltd. – 2019(Version 3.12) Page 7 of 11