For software development, support and consulting services at
AtiSunya Private Limited
The\This service agreement (“agreement”) shall apply and govern the statement of work(s), project, support, letter of intent or any other document (“sow”) executed between AtiSunya Private Limited and customer or consultant, for the purpose of providing professional services and support (“services”) or deliverables (“deliverable”) for software development, support and consulting.
Intellectual Property Rights
1. The copyright and all other intellectual property rights of whatever nature shall be and shall remain vested in the Supplier.
2. The Supplier hereby grants to the Client with effect from the Acceptance Date a non-exclusive and non-transferable license to use and copy the Programs and the Operating Manuals for its own internal business purposes.
3. The Client shall not be entitled to sub-license the use of the whole or any part of the Programs or the Operating Manuals.
4. The Client undertakes to treat as confidential and keep secret all information contained or embodied in the Programs, the Operating Manuals, and the Operative Specifications and in all other specifications and documentation relating to the Programs and all information conveyed to the Client by training.
5. The Client shall not without the prior written consent of the Supplier discloses any part of the Information to any person except:
a. The Client’s own employees who need to know such information;
b. The Client’s auditors, Tax authorities, Customs & Excise and any other persons or bodies having a right, duty or obligation to know the business of the Client and then only in pursuance of such right duty or obligation;
c. Any person who is from time-to-time appointed by the Client to maintain any equipment on which the Programs are being used and then only to the extent necessary to enable such person properly to maintain such equipment;
d. Any professional adviser of the Client in connection with a dispute arising from this Agreement or the Client’s use of the Programs.
6. The Client undertakes to ensure that the persons and bodies mentioned in clauses 5(a), 5(b), 5(c) and 5(d) are made aware prior to the disclosure of, any part of the Information that the same is confidential and that they owe a duty of confidence to the Supplier.
7. The Client shall indemnify the Supplier against any loss or damage which the Supplier may sustain or incur as a result of the Client failing to comply with such undertaking
8. The Client shall promptly notify the Supplier if it becomes aware of any breach of confidence by any person to whom the Client divulges all or any part of the Information and shall give the Supplier all reasonable assistance in connection with any proceedings that the Supplier may institute against such person for breach of confidence.
Notwithstanding anything to the contrary in this Agreement, neither Party shall be liable by reason of failure or delay in the performance of its duties and obligations under this Agreement if such failure or delay is caused by acts of God, war, riot, fire, civil commotion, strikes, lock outs, embargoes, any orders of governmental, quasi-governmental, or local authorities or any other similar cause beyond its control and without its fault or negligence.