Definitions

(a) “Agreement” means the Order and the terms and conditions as mentioned herein.

(b) Affiliates: refers to any corporation, association, or other entity that directly or indirectly owns, is owned by, or is under common ownership with either Party, respectively, either currently or during the term of this Agreement. As used in this definition, the terms "owns", "owned", or "ownership" mean the direct or indirect possession of more than 50% of the voting securities, or equity in such business entity.

(c) Confidential Information” shall include (a) any information received by recipient from disclosing party (or disclosing party’s clients, partners or otherwise) which is identified by disclosing party as confidential; (b) the existence and terms of this agreement; and (c) all information including technical, business, financial and marketing information, data, know-how, ideas, concepts, strategies, trade secrets, software product or services, product manual or demonstration material, mock data presentation, results obtained by using confidential information, prototype, client or vendor list, projects, the Transaction, employees, employees skills and salaries, future business plans disclosed by disclosing party whether orally or as embodied in tangible materials. Pursuant to this agreement, either party may disclose confidential information (hereinafter referred to as ‘disclosing party’) to the other party (hereinafter referred to as ‘receiving party’ or ‘recipient’).

(d) “Term” shall be for a limited period specified in the Order

(e) “Software or SOFTWARE” means Propellum’ software and includes the instructions and programs directed at an equipment processor in order to operate, direct, access or otherwise affect its functionality and operation. It includes but is not limited to object code, HTML, web pages content, JavaScript, and other scripts including all extensions, additions, modifications, upgrades, updates and enhancements thereto

(f) “Services” means the services to be provided by Propellum as mentioned in the Order

(g) User” shall mean Customer, its employees, contractor. Customer will ensure that any user availing the Services provided to the Customer under this Order is subject to an obligation of confidentiality with respect thereto at least as restrictive as the confidentiality obligations set forth in this Agreement.

1. Services

Propellum shall provide Services as mentioned in the Order.

2. PAYMENT TERMS

Customer shall pay fees for the Services as stated in the Order. All fees are exclusive of taxes. Each invoice shall be paid within 30 days from the date of receipt of invoice.

3. INTELLECTUAL PROPERTY RIGHTS

Any and all rights to the Software and its Service and customization, training material, its contents and any documentation provided therewith, including title, ownership rights and intellectual property rights such as copyrights, trademarks, service marks and patents therein shall remain the sole and exclusive property of Propellum. Customer shall not own any Intellectual Property Rights with respect to the Software, customization, training material and accompanying Documentation, including Propellum confidential information under this Agreement. Customer shall own all Intellectual Property Rights with respect to data and other relevant information provided by Customer.

4. DISCLAIMER

Pertaining to the contents of Talismatic, Propellum makes no representation or warranty, either express or implied, as to its accuracy, adequacy, sufficiency, or freedom from defect of any kind. Users assume all the risk of viewing, reading, using, or relying upon this information. User downloads information from this site at their own risk. Any material uploaded or otherwise demonstrated through Talismatic is done at the discretion and risk of the User and the User will be solely responsible for any claims arising out of downloading or uploading any such material.Propellum has no special relationship with or fiduciary duty to the users. The Users acknowledge that Propellum shall not be liable for ; what content the User accesses via the services; what effects the content may have on the Uers; how the Users may interpret or use the content; or what actions the Users may take as a result of having been exposed to the content.

5. Indemnification

Propellum will, at its sole option, defend, indemnify and hold harmless Customer from and against any and all liability, suits, claims, actions, proceedings, losses, damages, judgments and costs (each, a “Claim”) to the extent that such Claim arises out of or is in relation to any allegation that the Software infringes any patent or copyright or other proprietary right of any third party. Propellum should be given prompt written notice of each such Claim, and the right to control and direct the investigation, defense and settlement of each such Claim. If the Software, or any part of it, is in Propellum’ opinion, likely to or does become the subject of a Claim for infringement of a third party’s proprietary rights, Propellum, at its sole option, may obtain the right to continue to provide the services to the customer, The foregoing states Propellum’ entire liability to Customer with respect to infringement.

6. LIMITATION OF LIABILITY

Neither party will be liable for any lost profits, lost savings or other incidental, consequential, punitive or special damages including lost revenues or profits, loss of business or loss of data, arising out of this agreement (including without limitation as a result of any breach of any warranty or other term of this agreement, regardless of whether the party liable or allegedly liable was advised. had other reason to know, or in fact knew of the possibility thereof. Each party' s maximum liability arising out of or relating to this agreement shall be limited to the fees paid by Customer to Propellum, immediately preceding the event giving rise to such claim provided that, in those jurisdictions where limitations on liability for consequential or incidental damages are not permitted or curtailed, in such jurisdictions liability of Propellum shall be limited to the extent permitted by law.

7. CONFIDENTIALITY

The Recipient party shall hold in strict confidence and not to disclose Confidential Information to any third party during the existence of this agreement and for a period of five (5) years from the date of termination of this agreement or upon termination of this agreement Recipient shall delete or return of such Confidential Information as per the terms of SOW. However, the obligations of confidentiality in case of trade secrets shall prevail until such time that it is a trade secret. Each party shall use the Confidential information of disclosing party only for the purpose set forth in this Agreement and shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any such Confidential Information and shall only permit access to the other party’s Confidential Information to those of its concerned employees, agents and board members. Each party recognizes and agrees that nothing contained in this Agreement shall be construed as granting it any proprietary rights, by license or otherwise, to any Confidential Information or to any intellectual property right based on such Confidential Information.

A recipient party without the prior written consent of disclosing party, shall not, directly or indirectly: (i) disclose or reveal any Confidential Information to any person, firm or entity except to a limited group of Recipient's directors, concerned officers, employees, attorneys, subcontractors or professional advisors who are actively and directly participating in the evaluation of the Transaction (collectively “Representatives”), each of whom shall be informed by Recipient of the confidential nature of the Confidential Information.

The recipient party’s obligation of confidentiality under this agreement shall not apply to information which: a) is in the public domain; (b) was known to the party of such disclosure or becomes known to the party without breach of any confidentiality agreement; (c) is independently developed by the party; (d) is disclosed pursuant to judicial order or requirement of the governmental agency or by operation of law, provided that the recipient party if possible gives disclosing party a written notice of any such requirement within ten (10) days after the learning of any such requirement, and takes all reasonable measure to avoid disclosure under such requirement.

8. PUBLICITY

This Agreement shall be treated as strictly confidential information in accordance with this Agreement

Any publicity or marketing material must receive approval from Customer’s corporate communications group prior to any release; and such approval shall not be unreasonably conditioned, withheld or delayed. On executing an Order, the Customer agrees to; (i) be included in the list of customers on Propellum’ website, (ii) allow a mutually agreed upon press release at the Agreement sign-off stage, and (iii) participate in a case-study upon or after “go-live” with the solution. Optionally, Customer may agree to participate in speaking engagements in webinars and industry events at their discretion upon request.

9. NOTICE

Any and all notices that either party hereto is required or may desire to give the other hereunder shall be given by addressing the communication to the address set forth on the first page of this Agreement, and shall be given by certified or registered mail.

Nevertheless any communication pertaining to the payments to be made by the Customer under this agreement shall be addressed to:

Email for Correspondence: richard@propellum.com

Any change to the above mentioned address shall be informed within 30 days of such change.

10. ASSIGNMENT

Propellum may assign and/or subcontract its rights hereunder only with the written consent of the Customer.

11. TERMINATION

The term of this Agreement is for a period as mentioned in the Order. By providing 30 day notice before the end of the initial term of the Order, The Customer may renew the Order for a period of one year at the fees stated in Order.

Either party may terminate this Agreement in the event that (i) the other party is in default of any of its obligations hereunder and such default is not remedied within 30 days of receipt of written notice thereof or (ii) the other party is adjudicated bankrupt or becomes insolvent, makes any assignment for the benefit of creditors, proceedings are instituted by the other party seeking relief, reorganization or rearrangement under any laws relating to insolvency, bankruptcy or similar laws of any jurisdiction, a receiver, liquidator or trustee is appointed in respect of any property or assets of the other party or an order is made for the liquidation, dissolution or winding up of the other party. Upon termination or expiration of this Agreement, Customer shall cease all use of related documentation including all confidential information in Customer’s possession, and shall so certify to Propellum.

There shall be no right to terminate for convenience during the Initial Term of the Order.

12. NON-SOLICITATION

Each party agrees that it will not, nor will it cause or permit its Affiliates to, during the term of this Agreement and for a period of one year after the termination or expiration of this Agreement, directly or indirectly, solicit the services of (for employment, consulting or otherwise), accept the services of, or employ or engage any person who is now employed by the other party or any of its Affiliates and with whom the party has had contact as part of its business relationship with the other party

13. GENERAL

Neither party shall be responsible for any failure or delay in complying with the terms of this Agreement resulting from events of force majeure beyond the control of either party which could not be avoided by exercise of due care. This Agreement shall be governed in accordance with the laws of New Jersey, without reference to principles of conflict of laws. The courts of New Jersey shall have the sole jurisdiction. The parties hereby irrevocably submit to this jurisdiction of and venue in the courts of New Jersey. The parties are not agents or legal representatives of each other. The provisions in Sections 6 to 11, 12, 13 and 14 shall survive termination of this Agreement for 6 months. This Agreement including the Order set forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statement or representations not contained herein shall have any force or effect. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances.