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Term and Termination. This Agreement shall commence on the effective date of the SOW and shall remain in effect until the Services are performed under the SOW. Either party may terminate this Agreement on thirty (30) days notice for any reason or no reason. Either party may immediately terminate this Agreement or any SOW if: (i) the other party fails to perform its material obligations under this Agreement and such failure is not corrected within ten (10) days after receipt of written notice of the breach from the non-breaching party, or (ii) either party is appointed a trustee for the benefit of creditors, becomes insolvent, bankrupt or initiates a voluntary dissolution. Termination of this Agreement or the applicable SOW shall not limit either party from pursuing other remedies including injunctive relief (except as any remedy may be expressly limited by this Agreement).

Independent Contractor. Mi3 is an independent contractor and nothing in this Agreement or related to Mi3's performance of any SOW shall be construed to create an employer-employee relationship between Client and Mi3 or any Mi3 consultant. Mi3 shall be solely responsible for payment of applicable taxes, deductions or other payments and benefits with regards to Mi3's employees and independent contractors. Client may, upon written notice, request that Mi3 remove or reassign certain personnel based on the individual's skills, background, or failure to perform work in a manner consistent with Mi3's obligations hereunder.

Pricing and Payment Terms

Service. Client shall pay Mi3 for the Services in accordance with the rates established in the SOW. Services will be invoiced on a monthly basis.

Expenses. Client will reimburse Mi3 for actual expenses in accordance with the Mi3 Travel and Expense policy. Expense invoices will include a summary of expenses by major category. Expenses will be invoiced on a monthly basis.

Payment Terms. Invoices are due thirty days following receipt. All fees are non-refundable. To the extent that Client contracts for Services from Mi3 but does not use all of the Services contracted for within six months of the date that Client contracted for such Services, then Mi3 shall not be obligated to perform the Services nor shall Client be entitled to any credit on future products or services.

Taxes. Client shall be responsible for all applicable taxes except for taxes imposed on the net income of Mi3 or taxes related to Mi3 consultants as stated in Section 2 "Independent Contractor."

Warranty. Mi3 warrants that the Services will be performed in a professional and workmanlike manner. In the event of Mi3's non-conformance with this warranty, it shall re-perform the Services. THE PRECEDING STATES Mi3'S SOLE LIABILITY AND CLIENT'S SOLE REMEDY. Mi3 MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY. IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED THE VALUE OF THE SERVICES PROVIDED UNDER THE AGREEMENT FOR THE PROCEEDING 24 MONTHS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Confidential Information. Each party agrees that it shall (i) maintain any Confidential Information received from the other party in confidence, (ii) exercise at least the same degree of care to safeguard the Confidential Information of the other party that it uses to safeguard its own Confidential Information (but no less than reasonable care), (iii) not disclose the Confidential Information of the other party to any third party, and (iv) use the Confidential Information of the other party only to exercise its rights and fulfill its obligations under this Agreement. Confidential Information shall mean any non-public information that is marked as confidential, or if disclosed, orally summarized in writing to the recipient and designated confidential within thirty (30) days following the disclosure. Neither party shall have any obligation with respect to information that (i) is public or becomes known to the public through no breach of the receiving party, (ii) is independently developed by the receiving party, (iii) is known to the receiving party prior to its receipt from the other party, (iv) is rightfully received from a third party, or (v) is required to be disclosed by law.

Proprietary Rights. Mi3 uses proprietary software, documentation, templates, concepts, ideas, methodology and know-how to provide the Services (the "Mi3 Property"). As a result, the Work (as defined below) contains, or is a Derivative of, the Mi3 Property. Client agrees that all of the intellectual property developed as a consequence of the Services, including any Derivative, (the "Work") is and shall remain the property of Mi3. To the extent the Work consists of software, Client shall have a license in and to the Work under the same terms and conditions as the license for the underlying Mi3 software product. To the extent the Work does not consist of software, Client shall have a non-exclusive license to use, display and reproduce for Client's own internal business purposes the Work (such purposes may not be for providing Services that are competitive to Mi3's Services). To the extent the Work incorporates Client's materials or information, Client shall retain all right, title and interest to such materials or information. The term "Derivative" as used herein shall mean any derivative work from or supplement enhancement or other change to any Mi3 Property.

General

Entire Agreement. This Agreement and any SOW constitutes the entire agreement between the parties and may not be amended except in a writing signed by both parties with reference to this Agreement. The terms on Client's standard forms including any purchase order shall not apply to this Agreement and are hereby rejected.

Governing Law. This Agreement shall be governed by the laws of the India, without regard to any conflict of laws provisions.

Assignment. Neither this Agreement nor any of the obligations hereunder may be assigned without the prior written consent of the other; provided that no consent shall be required for assignment in conjunction with the sale or merger of all, or substantially all, of the assets of the party.

Force Majeure. Except for payment obligations, neither party shall be liable for any failure or delay in performance of its obligations hereunder on account of strikes, riots, explosions, acts of god, war, governmental acts, or any other cause that is beyond that party's reasonable control.

Notice. Any notice provided hereunder shall be in writing via hand delivery or mail delivery with confirmation of receipt to the addresses as set forth above, which may be changed by either party upon written notice.

Severability. If any provision of this Agreement is held invalid or unenforceable, this Agreement shall be modified to the extent required to make the provision valid and enforceable.