THIS AGREEMENT made on …..

day of July, 2022

BETWEEN

1. Director General, Directorate General of Assam Riffle having headquarter

situated at Shilong….., (hereinafter called as “First Party”)
2. M/s Surya Telecom Private Limited, a company registered under the Companies
Act, 1956 having corporate office at SCO 13-16, Opera Garden, adjoining
Sector-20, Kishanpura, ZIrakpur, Punjab Through its authorized representative
Mr. Varun Jaiswal (hereinafter called as “Second Party”)
3. InnefuLabs Private Limited having its registered office at A-2/24, Shakti Nagar
Ext. New Delhi-110052, through Mr…… (hereinafter called as “Third Party”).

(The expression of the First Party, Second Party& Third Party shall mean and include unless
repugnant to the context be deemed to include their representatives, heirs, successors, legal
representatives, administrators, nominees, assigns, successors in interest, authorized persons
etc.)

Whereas First party had placed supply order No.

XXVI.11011/20/PROC/2017-Sigs/20 dated 30.03.2018 (hereinafter be referred
as the Supply Order), to the second party for installation, commissioning of the
Big Data Analysis.
Whereas Second party has furnished performance guarantee by way of FDR
after receiving the supply order.
Whereas after successful installation, commissioning and training the second
party received full and final payment on 23.05.2019. However, the performance
guarantee has not been released by the First Party till date.
Whereas a meeting was held between the representatives of First Party and
Second Party on 15.01.2021 and it was agreed between the parties that the said
FDR will be released by First after resolution of issues mentioned in Priority
List-I.
Whereas now the Priority List-I issues are resolved by the Second Party and in
terms of Minutes of Meeting dated 15.01.2021 the second party is ready to hand
over Source Code of software of Big Data Analysis Lab.
Whereas Third Party is a company incorporated under the Companies Act.
The third party has developed the software installed in Big Data Analysis
Laband have its source code.
Whereas the third party has agreed to provide source code to the second party.
 Now therefore, in consideration of the above recitals, the representations and
agreements contained in this Agreement and for other good and valuable
consideration, the receipt and adequacy of which are now acknowledged, the
parties agree as follows:

A. GENERAL TERMS:

1. That the third party shall provide the Source Code of software installed in Big Data
Analysis lab for execution of Tender no. XXVI.11011/20/PROC/2017-Sigs dated
28.02.2018 (hereinafter be referred as “the Tender”)and supply order No.
XXVI.11011/20 /PROC/2017- Sigs/20 dated 30.03.2018.
2. That the third party will provide the source code to second party in anexternal media
device, duly encrypted which will be handed over to the First Party and to be kept in
safe custody by First Party.
3. That the first party shall not use the source code provided to it, except in following
circumstances:
a. In the event that the Third Party is wound up, or ordered wound up, or has a
winding up petition ordered against it, or assigns all or a substantial part of its
business or assets for the benefit of creditors, or permits the appointment of a
receiver for the whole or substantial part of its business or assets, or otherwise
ceases to conduct its business in the normal course, or files a voluntary petition in
bankruptcy or an involuntary petition in bankruptcy is filed against the Third
Party which is not dismissed within 60 days thereafter
b. The third party discontinues business because of insolvency or bankruptcy, and no
successor assumes third party’s Software maintenance obligations under the
Development and Implementation Agreement.
c. Third Party (or its successor) is in material breach of its obligations to provide
maintenance services as required by the Development and Implementation
Agreement, and fails to cure such default within thirty days after receiving written
notice of the default from First Party. The notice must describe the default and the
action which First Party believes is necessary to cure the default.
4. That the security of the external media (source code) shall be responsibility of the First
Party and the Firs Party shall make sure that the source code will be used in the
aforementioned circumstances and will not be released or used for any other
circumstances. The first party shall also ensure that source code will be utilized for
keeping the Big Data Lab maintained which is already established by second party.
5. That the first party will release the FDR (Performance Guarantee) as agreed between
the parties within 30 days from the date of receiving the Source Code. The First shall
also hand over the physical copy of FDR which was endorsed by the second party, at
 the time of receiving the supply order.
6. That all the three parties agreed that any unauthorize use of the Source Code shall be
deemed to be breach of the terms of this agreement.
7. That the responsibility of protection of source code from any unauthorized use shall be
of first party and first party shall be liable to compensate third party in case of any
breach of terms of this agreement.

B. GOVERNING LAW AND JURISDCITION:

Should any question, dispute (inclusive of any technical dispute for whatever reason), difference or claim
arise out of or in connection with this Agreement, including any question regarding its existence, validity,
performance, interpretation or termination (“Dispute”), which either Party has notified to the other Parties.
The representatives from the Parties shall meet (with their respective advisors, if required) and diligently
attempt in good faith to resolve the Dispute within a period of fifteen (15) days following one Party’s
written request to the other Party for such a meeting. If, however, either Party refuses or fails to meet or
the Dispute is not resolved by negotiation, then such Disputes, shall be exclusively, definitely and finally
settled by the ARBITRATION and the proceedings shall be conducted and governed under the Arbitration
and Conciliation Act, 1996 and any modifications or re-enactments thereof (“Arbitration Act”). The seat
and place of arbitration shall be at Panchkula, Haryana and all proceedings in the arbitration shall be
conducted in English. There shall be a sole arbitrator who shall be mutually appointed by the Parties. In
the event, the Parties are unable to agree to the appointment of the sole arbitrator, then the Parties shall
appoint in accordance with the Arbitration Act and Rules thereto. The Parties hereto shall be governed by,
and interpreted in accordance, with Indian law. The courts in Panchkula, Haryana shall have exclusive
jurisdiction in relation to all matters arising out of this Agreement. The cost of the arbitral proceedings
including the arbitrator shall be borne in equal ratio by the Parties.

C. ENTIRE AGREEMENT:
This agreement constitutes the entire agreement between the parties pertaining to the subject matter,
Source Code, hereof, and supersedes any and all prior agreements, communications and understandings
(both written and oral) regarding the subject matter of this agreement. This agreement shall not be
modified or any rights waived except by a written document executed by both the parties.
D. SEVERABILITY:
If any provision (or part thereof) of this Agreement is held to be a violation of any applicable law, the
same shall be deemed to be deleted from this Agreement. The remainder of this Agreement shall remain in
full Force and effect as if such provision (or part thereof) had not originally been contained in this
Agreement. Notwithstanding the foregoing, the parties shall negotiate in good faith to agree on the terms
of a mutually acceptable alternative provision in place of the provision so deleted.
E. WAIVER:
No failure or delay by the Parties in exercising any right or remedy provided by Applicable Law under or
pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or
variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such
right or remedy shall preclude any other or further exercise of it or the exercise of any other right or
remedy.
F. ASSIGNMENT:
Neither Party may assign this Agreement (or rights, interests or obligations under this Agreement) to any
other Party or entity without the prior written consent of the other two Party.
G. REMEDY FOR BREACH:
All the three parties have mutually agreed that in case of breach of any terms of this contract, the party
who violated the terms of this agreement shall have to pay liquidated damages and compensation to the
other party for any loss caused either monetary or in lieu of loss of opportunity, time and efforts.
H. NOTICES:
All notices hereunder shall be served either through a valid Email ID which is in use during the normal
course of business or in writing by registered post AD / courier to the Parties at their respective addresses
set forth above. Any change in the Email ID or address of a Party has to be informed to the other Party
within 3 (three) Business Days of the change. A notice shall be deemed to be served upon the other Party
(i) within a period of 1 (one) business day if the said notice is served through Email ID and; (ii) within a
period of 3 (three) days from the date of issuance of the notice if the said notice is served though
registered post AD/Courier.
I. LIMITATION OF LIABILITY:
Notwithstanding anything to the contrary in this Agreement, neither Party shall be liable to the other for
any consequential, incidental or indirect damages, including for lost profits, or loss of opportunity or use
of any kind suffered by the Party, whether in contract, tort or otherwise.
J. TERMINATION OF THIS AGREEMENT:
 The present Agreement shall be terminated upon of the term of the present Service Agreement or on the
expiry of such extended period as mutually agreed between the parties as per the Clause B of this
Agreement.
K. FORCE MAJURE:
Non- performance by any of the parties, of any obligation or condition required by this Agreement to be
performed shall be excused during the time and to the extent that such performance is prevented, wholly
or in part, by an event of force majeure of which notice shall be given to the other party.
In this article force-majeure circumstances shall include Acts of God, war, terrorism, civil commotion,
riot, fire, theft, strike, rule of quarantine, epidemic, pandemic, restrictions put by the Government under
the time of epidemic, disaster management Act etc. and any circumstances beyond control of Second
Party/Service Provider.

All the three Parties have appended their respective hands with seal in the presence of the Witnesses
on the said day of the execution of the present Agreement.

FIRST PARTY*\] SECOND PARTY THIRD PARTY

Authorised Representative Authorised Representative Authorised Representative

For For For

WITNESS WITNESS