1. Protect execution - the project shall be executed and delivered in accordance with the scope and requirements outlined and mutually agreed to by VCan Solutions & Services Pvt. Ltd., and the Company. Both parties shall sign the Statement of Work (Sow)/proposal outlining the deliverable requirements thereby signifying their assent to its contents.

2. Warranty for deliverables

a. VCan Solutions & Services Pvt. Ltd., hereby warrants and represents that (I) its services (a) will conform to the standards of its trade and will be performed in a workmanlike and professional manner and (b) do not violate any law or regulation, including without limitation, the laws and regulations governing export control and (ii) there is no outstanding contract, commitment or agreement to which VCan Solutions & Services Pvt. Ltd., is a party, or legal impediment of any kind known to VCan Solutions & Services Pvt. Ltd., which conflicts with this Agreement or might limit, restrict or impair the rights granted to the Company, hereunder.
b. If any program errors are discovered in the Website or deliverables during the term of this agreement within ninety days (90) days from the date of delivery of the Website or date of project completion and acceptance, VCan Solutions & Services Pvt. Ltd., shall promptly, upon notification from the Company attempt to correct those program errors at its own expense.
c. The liability of VCan Solutions & Services Pvt. Ltd., in respect of such program errors shall be limited to the correction of such errors or the replacement of the software where correction is not effective.

3. Non-solicitation

a. The Parties hereby agree that during the term of this agreement and for a period of one year from its termination thereof, neither they nor any of their affiliates will solicit to employ any of the officers or employees of the other party, without obtaining the prior written consent of the other party.
b. Any violation of the above term shall constitute a breach of the terms of this agreement and is sufficient cause for the parties to seek Injunctive Relief from appropriate courts/Forums or claim appropriate damages.

4. Intellectual Property Rights

a. VCan Solutions & Services Pvt. Ltd., shall retain copies of the programs developed for the Company for the purpose of its records.
b. Unless a contrary intention is expressed by the parties in writing, all materials, documents, raw data and programs produced in this website as per SoW shall belong to the Company. The intellectual property (including copyrights, patents, trademarks, know-how and trade secrets) in them shall also belong to the Company. However, VCan Solutions & Services Pvt. Ltd., shall retain copies of the programs developed for the Company for the purpose of its records.
c. New versions, improvisations or developments of existing tools, products/processes and software and the associated documentation shall remain the property of VCan Solutions & Services Pvt. Ltd.,.

5. Confidentiality

a. The parties hereby agree to maintain strict confidentiality of all information obtained in connection with and under this SoW/proposal. No such confidential information shall be used/disclosed by the parties or divulged in any form without the prior written consent of the other.
b. Except as has been specifically authorized by the Disclosing party in writing, the Recipient shall not reproduce, use, distribute, disclose or otherwise disseminate the Confidential Information and shall not take any action causing, or fail to take any reasonable action necessary to prevent any Confidential Information disclosed to the Recipient to lose its character as Confidential Information.
c. The Recipient shall use the Confidential Information solely for the purpose of executing the project or evaluating the potential for future project executions or for any other purpose as has been specifically agreed to by the parties.
d. The Recipient shall limit access to Confidential Information to those employees or authorized representatives of the Recipient who need to know such Confidential Information for the purpose of executing the project

6. The recipient shall not under any circumstance make use of the confidential information supplied by the discloser for its own gain or business/competitive furtherance.

7. Indemnification and limitation of liability

a. Other than as expressly agreed to by the parties, either party shall not be liable to the other and/or his customer or to any other person for any claims, liabilities, damages, losses and costs (including legal fees on a solicitor and client basis), directly or indirectly arising from or related to the performance of its obligations under this SoW/agreement, including but not limited to Claims relating to any economic, business or other consequential loss arising directly or indirectly from the performance of obligations under this agreement. In no event shall any party be liable for any indirect, incidental or consequential damages, including, but not limited to, loss of profits, loss of production and business interruption even if such party has been advised of the possibility of such damages.
b. Either party's liability for any reason and upon any cause of action, whether sounding in tort, contract, or any other legal theory, shall at all times and in the aggregate be limited to the amount actually paid by the Company to VCan Solutions & Services Pvt. Ltd., for services provided by VCan Solutions & Services Pvt. Ltd., under this Sow.

8. Force Majeure conditions

a. Neither party will be liable for any act, omission, or failure to fulfill its obligations under this SoW/Agreement if such act, omission or failure arises from any cause reasonably beyond its control including acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental action after the date of this Agreement, fire, communication line failures, external power failures or other disasters.
b. The party unable to fulfill its obligations due to Force Majeure will immediately notify the other in writing the reasons for its failure to fulfill its obligations and the effect of such failure and use all responsible endeavor to avoid or remove the cause and perform its obligations.

9. Governing law - this SoW shall be governed by the laws of Chenna, India

10. Dispute resolution mechanism

i) The parties agree to use their best efforts to resolve any dispute, which may arise under this SoW/Agreement through good faith negotiations. No party shall commence any arbitration in relation to this Agreement unless it has first invited the chief executive/senior management of the other party to meet with its own chief executive/senior management for the purpose of endeavoring to resolve the dispute on mutually acceptable terms. Any dispute arising under this SoW/Agreement, which cannot be settled by negotiation between the parties or their respective representatives, shall be submitted to arbitration.
ii) The Parties hereto in accordance with Arbitration proceedings shall solely and finally settle any and all disputes and/or claims arising out of or in connection with the negotiation, execution, interpretation, performance, and nonperformance of this Agreement. By signing this agreement both parties mutually consent to give up their right to a court trial for settlement of disputes and agree to settle any and all disputes through arbitration proceedings.
iii) In all disputes and/or claims arising out of this Agreement, between the Company and VCan Solutions & Services Pvt. Ltd., the Company shall be entitled to appoint one arbitrator and VCan Solutions & Services Pvt. Ltd., shall be entitled to appoint the other arbitrator.
iv) The Party electing arbitration shall so notify the other Party in writing and such notice shall be accompanied by the name of the arbitrator selected by the Party serving the notice. The other Party shall choose the second arbitrator and the two arbitrators so selected shall choose a neutral arbitrator. The neutral arbitrator so selected shall conduct the arbitration proceedings in accordance with the Arbitration Rules then prevalent in India for the time being in force. The parties agree to bear equal share of all arbitration fees and costs.
v) If a Party fails to select an arbitrator or to advise the other Party of its selection within thirty (30) days after receipt by such a Party of the notice of intent to arbitrate, such arbitrator shall also be selected by the party, which had requested arbitration proceedings.
vi) The Parties agree that judgment on the arbitration award may be entered only in any court having appropriate jurisdiction as decided by the neutral arbitrator.
vii) The parties shall continue to perform their obligations under the Agreement as far as possible as if no dispute had arisen pending the final settlement of any matter referred to arbitration.
viii) Nothing in this clause shall preclude either party from taking immediate steps to seek urgent equitable/injunctive relief before competent Courts.

11. Agency - The Parties confirm that by signing this Sow/Agreement they do not establish or create any agency or partnership relationship between them.

12.Assignment - Neither party shall assign this SoW/Agreement without the prior written consent of the other party.