For Software Integration
This Agreement shall apply and govern the Statement of Work(s) (“SOW”) executed between Persistent Systems Limited or any of its branches or affiliates [specifically identified in the SOW] (“Persistent Systems”) and Customer, for the purpose of providing Integration Software.
Payment will be made by Customer within 30 days upon receipt of an invoice or within such other payment period mentioned in the SOW. In the event there is a delay in payment for more than 10 days from the due date, the Customer shall be liable to pay an interest of 1.5% per month or maximum permitted by applicable law, whichever is less, on the delayed payments from the due date of payment. Persistent Systems shall be relieved of its obligations under this Agreement in the event of non-payment of the Fees or expenses due and shall retain the rights in the Services for which the amount is outstanding.
Rights to Integration Software:
Persistent Systems or third parties have all right, title and interest (including ownership of copyright) in the Integration Software, which shall be licensed to Customer. Except for any contrary or additional terms mentioned in the SOW, Customer shall have a perpetual license to use and copy the Integration Software for internal business purposes.
Persistent Systems Pre-Existing IP:
Notwithstanding anything contained to the contrary, Persistent Systems shall retain all right, title and interest in and to Consulting Pre-Existing IP. “Consulting Pre-Existing IP” shall mean all pre-existing information, data, software, tools and other materials developed by or for Persistent Systems prior to commencement of the Services or developed by or for the Persistent Systems independently outside the scope of the Services.
Customer represents and warrants that it has appropriate rights and authorizations to provide to Persistent Systems the tools, data, software, documentation or other artifacts provided by Customer for the purpose of SOW (“Customer Inputs”).
The Integration Software will be supported as per applicable support terms if Customer purchases support. Nothing herein entitles Customer for any updates, upgrades or enhancements unless specifically agreed. The warranties explicitly specified herein are in lieu of all other warranties of any kind, implied, statutory, or in any communication between them, including without limitation, the implied warranties of merchantability, non-infringement, title, and fitness for a particular purpose.
Limitation of Liability:
- The total liability of the parties under this Agreement (whether in contract, tort (including negligence)) shall not exceed the fees paid to Persistent Systems hereunder.
- The parties disclaim any indirect, special, consequential or incidental damages or loss of revenue or business profits, however caused, even if advised of the possibility of such damages. The foregoing limitations of liability will apply notwithstanding the failure of essential purpose of any limited remedy herein.
The Persistent Systems may terminate this Agreement at any time for convenience with 15 business days’ notice. Upon termination for convenience, if Persistent Systems fails to complete the Services, Persistent Systems shall refund the amount paid on pro-rata basis for the Services not performed by Persistent Systems. Either party may terminate this Agreement immediately if the other party breaches the terms of this Agreement and the breach remain uncured for 15 days from the date of receipt of notice.
Non-Hire and Non-Solicitation:
During the term of this Agreement and for one (1) year thereafter, neither party will directly or indirectly recruit, solicit or induce any personnel, Persistent Systems or advisor of the other party to terminate his or her relationship with such other party without the prior written permission of the other party.
Neither party shall be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, act of Nature or other causes which are unavoidable and beyond the reasonable control of the party claiming force majeure. This provision shall not be construed as relieving either party from its obligation to pay any sum due to the other party.
Persistent Systems may subcontract the services to any of its affiliates.
Governing Law and Dispute Resolution:
The terms of this Agreement shall be governed, interpreted and construed in accordance with the laws of State of Delaware, United States if the Customer is located in United States of America; laws of England & Wales if the Customer is located in Europe, laws of Singapore if the Customer is located in Asia and the laws of India where Customer located elsewhere. All disputes, differences, claims and demands arising under or pursuant to this Agreement shall be referred to arbitration and shall be adjudicated in accordance with the rules of International Chamber of Commerce (I.C.C) in English language in the State of California if the Customer is located in United States of America; in London, England if the Customer is located in Europe, in Singapore where Customer is located in Asia, and in India where Customer is located elsewhere.
This Agreement shall constitute the complete agreement between the parties respecting the subject matter. This Agreement may not be extended, amended, terminated, or superseded except by agreement in writing between the parties. This Agreement supersedes all previous agreements between the Persistent Systems and the Customer, whether oral or written, regarding subject matter hereof, standard terms and conditions of a purchase order or an invoice or any similar document whether hosted on party’s website or otherwise, shall be ineffective. There are no intended third party beneficiaries to this Agreement. Each Agreement may be executed in one or more counterparts (including scanned copies), all of which when signed and taken together constitute a single agreement between the parties.