TECHNOLOGY LICENSE AGREEMENT – CLOUD BASED SOFTWARE SERVICE
CAMPUS FRANCE MOBILE APP & WEB TOOLS

Made and entered into by and between

Unica Solutions Pvt. Ltd.
2, Vigyan Vihar Delhi -110092
Hereinafter referred to as "LICENSOR"

and

INSTITUT FRANCAIS EN INDE
2, A.P.J ABDUL KALAM ROAD,
NEW DELHI-110011
Hereinafter referred to as "LICENSEE"

Jointly hereafter referred to as the "Parties"

RECITALS

  1. LICENSOR is the owner of the copyright to the technology www.unica.co.in and www.uniagents.com and the mobile app UNICA and a custom built mobile app solution for the Licensee called Campus France .
  2. LICENSOR desires to grant to Licensee and Licensee desires to obtain from LICENSOR a non-exclusive license to use the technology in accordance with the terms and on the conditions set forth in this Agreement and listed on www.uniagents.com and www.unica.co.in

NOW, THEREFORE, the parties hereto agree as follows:

  1. DEFINITIONS AND RULES OF INTERPRETATION
    1. "Agreement" shall mean this License Agreement and any Appendix attached with it separately
    2. "Technology" here means the computer programme, or online access including all user interface forms, designed and developed for the purposes of Mass advertising using newsletter, Student recruitment, Enrollment, Event management, Student profile matching with courses, lead generation and Student Management, and any subsequent error corrections or updates supplied to Licensee by LICENSOR pursuant to this Agreement.
    3. "Documentation" shall mean all manuals, user documentation, and other related materials pertaining to the Technology, which are furnished to Licensee by LICENSOR in connection with the Technology.
    4. "Subscription FEE" shall mean the fee payable by Licensee to LICENSOR for use of the Technology, Maintenance, Optimization and Hosting the technology.
    5. "Additional Budget" shall mean additional budget approved by the Licensee for any additional support or service.
    6. "Territory" shall mean geographical location of Licensee.
    7. "Designated Users" means the institution assigned by the licensee for which the technology will be used and student user within the agreed territory who will engage on the technology.

      Rules of Interpretation
      1. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
      2. References to Clauses and schedule are to Clauses of and schedule to this Agreement and references to paragraphs are to paragraphs of the relevant schedule.
      3. The schedule form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the schedule.
      4. A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied in accordance with its terms from time to time.
      5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
      6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
      7. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
      8. A reference to any party shall include that party’s personal representatives, successors and permitted assigns
      9. A reference to writing or written includes faxes and Read Request Confirmed Emails, where receiver of the written electronic forms has accepted the read request sent with the email. But no other electronic form, where a reference to writing or written includes electronic forms and the sending or supply of notices in electronic form.
      10. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
      11. Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.
      12. References to a document in "agreed form" are to that document in the form agreed by the Parties and initialed by them or on their behalf for identification.
      13. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, provided that, as between the Parties, no such amendment, extension or re-enactment made after the date of this Agreement shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.
      14. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
      15. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
  2. GRANT OF RIGHTS
    The License granted for Technology under this Agreement authorizes Licensee on a non-exclusive basis to use the Technology in INDIA as a designated territory. The Licensee grants the rights to the Licensor for the use of Licensee’s logos since the technology is customized for the Licensee and for the appropriate market positioning of the Licensee.
  3. DURATION AND RENEWAL
    1. The duration of this Agreement is from the date of first login by the licensee for a period of five (5) year. Technology has been customized for the Licensee as per the requirements and the Subscription fee charged includes the cost of such customization until the first login, any new changes and further customization will be charged during the validity of this agreement.
    2. At the end of the period of this Agreement, Agreement can be renewed on request of the Licensee for the valid subscription fee.
  4. SERVICE
    1. Licensee LICENSOR shall provide the access of the said customized technology hosted on the URL: http://campus-france.uniagents.com and mobile app: Campus France for both Android and iOS platform to Licensee and any relevant documentation.
    2. Licensee shall only use Designated Developers by the Licensor to make any modifications necessary to ensure the Technology works correctly for Licensee. As the technology source codes are the sole property of the licensor and cannot be provided to the licensee.
    3. Any training or assistance required by Licensee that must be performed by LICENSOR staff. The training will be provided either by visiting the Licensee ’s site or using online telecom technologies. In case the Licensee wish to receive the training on site only than the licensee will pay for the travel and lodging of the trainer send by the Licensor.
    4. The designated users of the technology can have an independent relationship and agreement with the Licensor for additional services offered by the Licensor and such relationship is not part of this agreement.
  5. MODIFICATIONS
    1. LICENSOR will provide Licensee with error corrections, bug fixes, patches or other updates to the Technology licensed hereunder in object code form to the extent available in accordance with LICENSOR's release schedule for the Duration of this Agreement. Any fixes needed due to the updates of the Android and iOs due to the new launch of technologies or writing off the old versions will be paid by the licensee at the normal rates as mentioned in section 7 hereunder.
    2. Licensee may, from time to time, request that LICENSOR incorporate certain features, enhancements or modifications into the Technology for an extra charge. LICENSOR may, in its sole discretion distribute the Technology so modified to all or any of LICENSOR's licensees.
    3. Any modifications to the Technology required by Licensee that will only be undertaken by LICENSOR’s Designated Developers.
    4. All error corrections, bug fixes, patches, updates or other modifications shall be the sole property of LICENSOR.
  6. COPIES & Database
    1. Except as specifically set forth herein, no Technology or Documentation which is provided by LICENSOR pursuant to this Agreement in human readable form, such as written or printed documents, shall be copied in whole or in part by Licensee without LICENSOR's prior written agreement.
    2. Except as specifically set forth herein, any Technology provided in machine readable form may not be copied by Licensee in whole or in part, except for Licensee's backup of the database.
    3. In case of termination of contract the account will be deactivated. Reasonable notice will be given to the Licensee. Database stored on the Licensee’s account will be transferred to a portable storage device. The database will be handed over to the Licensee after clearing any outstanding dues and a nominal cost of 250 USD to cover the cost of portable device and shipment.
  7. FEES AND PAYMENT
    1. The content of this clause is hidden on the PUBLIC URL
      The subscription is highly subsidised and the Licensee shall under strict non-disclosure shall not share this with any third party.
    2. Additional Budget to be assigned and allocated by the Licensee to the Licensor upon request at the discretion of the Licensee.
  8. PROTECTION OF TECHNOLOGY
    1. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Technology or output generated by the Technology, and to reproduce and include same on each account of the Technology.
    2. Licensee agrees not to modify, reverse engineer, disassemble, or decompile the Technology, or any portion thereof. Licensee shall not have right to transfer, right, share or authorize any third party to use this technology
    3. Licensee further acknowledges that all copies of the Technology in any form provided by LICENSOR or made by Licensee are the sole property of LICENSOR. Licensee shall not have any right, title, or interest to any such Technology or copies thereof except as provided in this Agreement, and further shall secure and protect all Technology and Documentation consistent with maintenance of LICENSOR's proprietary rights therein.
  9. CONFIDENTIALITY
    1. Licensee hereby acknowledges and agrees that the Technology and Documentation constitute and contain valuable proprietary products and trade secrets of LICENSOR and/or its suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, Licensee agrees to treat (and take precautions to ensure that its employees treat) the Technology and Documentation as confidential in accordance with the confidentiality requirements and conditions set forth below.
    2. Each party agrees to keep confidential all confidential information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have any such obligation with respect to use of disclosure to others not parties to this Agreement of such confidential information as can be established to: (a) have been known publicly; (b) have been known generally in the industry before communication by the disclosing party to the recipient; (c) have become know publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; (d) have been known otherwise by the recipient before communication by the disclosing party; or (e) have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information.
    3. Licensee acknowledges that the unauthorized use, transfer or disclosure of the Technology and Documentation or copies thereof will (i) substantially diminish the value to LICENSOR of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render LICENSOR's remedy at law for such unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a short period of time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Technology or Documentation, LICENSOR shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.
    4. Licensee's obligations under this Clause 9 will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason.
  10. WARRANTIES AND SUPERIOR RIGHTS
    1. LICENSOR represents its belief that it is the owner of the entire right, title, and interest in and to Technology, and that it has the sole right to grant licenses thereunder, and that it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted to the Licensee.
    2. Licensee acknowledges and agrees that the consideration which LICENSOR is charging hereunder does not include any consideration for assumption by LICENSOR of the risk of Licensee's consequential or incidental damages which may arise in connection with Licensee's use of the Technology and Documentation. Accordingly, Licensee agrees that LICENSOR shall not be responsible to Licensee for any loss-of-profit, indirect, incidental, special, or consequential damages arising out of the licensing or use of the Technology or Documentation.
  11. INDEMNIFICATION
    1. LICENSOR shall indemnify, hold harmless and defend Licensee against any action brought against Licensee to the extent that such action is based on a claim that the unmodified Technology, when used in accordance with this Agreement, infringes a copyright and LICENSOR shall pay all costs, settlements and damages finally awarded; provided, that Licensee promptly notifies Institution in writing of any claim, gives LICENSOR sole control of the defense and settlement thereof and provides all reasonable assistance in connection therewith. If any Technology is finally adjudged to so infringe, or in LICENSOR's opinion is likely to become the subject of such a claim, LICENSOR shall, at its option, either: (i) procure for Licensee the right to continue using the Technology (ii) modify or replace the Technology to make it noninfringing, or (iii) refund the fee paid, less reasonable depreciation, upon return of the Technology. LICENSOR shall have no liability regarding any claim arising out of: (w) use of other than a current, unaltered release of the Technology unless the infringing portion is also in the then current, unaltered release, (x) use of the Technology in combination with non-LICENSOR technology, data or equipment if the infringement was caused by such use or combination, (y) any modification or derivation of the Technology not specifically authorized in writing by LICENSOR or (z) use of third party technology. The foregoing states the entire liability of LICENSOR and the exclusive remedy for licensee relating to infringement or claims of infringement of any copyright or other proprietary right by the Technology.
    2. Except for the foregoing infringement claims, Licensee shall indemnify and hold harmless System, LICENSOR, their Agents, officers, agents and employees from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of Licensee's modification or enhancement of the Technology or otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder by Licensee, its sublicenses, if any, its subsidiaries or their officers, employees, agents or representatives.
  12. BREACH
    Should either party be in breach of any provision of this Agreement the aggrieved party shall by written notice give the offending party 14 working days in which to remedy the cause for complaint failing which the aggrieved party shall have the right to:
    1. Grant the offending party further time to remedy the cause for complaint;
    2. Apply to the Court for an injunctive order;
    3. Parties must attempt to mutually settle the matter upon failure to do so refer the matter to arbitration as set out in terms of clause 13 hereof.
  13. ARBITRATION AND JURISDICTION
    Should there be a dispute in regard to, but not limited to, the interpretation of the terms of this Agreement or the standards to be achieved in respect of the project as a whole or in relation to a part thereof, the Licensor shall agree on the selection of an Arbitrator who shall have the appropriate qualifications to tend to such dispute and:
    1. Both parties shall draw up their contentions in respect of the dispute and shall forward same to the Arbitrator within 7 days of the Arbitrator's selection by the parties.
    2. The Arbitrator may call upon the representatives of the parties either singly or together to elicit further information to assist the Arbitrator in making his / her decision.
    3. The Arbitrator’s decision shall be final.
    4. Such arbitration proceedings shall not be subject to the relevant Arbitrations Act.
    5. The Arbitrator shall make an award as to costs.
    6. Should the parties be unable to agree on the selection of the sole Arbitrator to attend to the dispute, the matter shall be referred to the arbitration tribunal Court in New Delhi, India.
  14. ENTIRE AGREEMENT
    This Agreement shall constitute the entire Agreement and no other conditions, warranties, stipulations or representations shall be binding on the parties.