Software Implementation

  In order to achieve the completion of implementation services, the Licensee agrees to take services of Licensor Service Representative or Authorised Partner (hereinafter referred to as “Implementer”) , subject to the terms and conditions of this Agreement, to perform the following services (the “Services”) for the Licensee:

a.   Install the Software (if required for the platform), perform necessary set up, configuration operations, perform initial user acceptance testing and parallel testing;

b.   Provide reasonable user training;

c.   Oversee and implement the Licensor software till go-live / sign-off.

Duties of Implementor

a.   Manner of Performance - The  Implementer   shall perform the Services in accordance with this Agreement with reasonable care and shall comply with commercial reasonable instructions provided by the Licensee.

b.   Working Hours - The  Implementer   shall perform the Services under this Agreement during normal working hours of RIPL which is 10:00 AM to 7:00 PM from Monday to Friday. Further,  Implementer   in reasonable manner try to adjust the timing as per the working hours of the Customer.

Duties of Licensee

a.   Cooperation by Licensee - The Licensee acknowledges that the success and timeliness of the implementation process shall require the active participation and collaboration of the Licensee and its staff and agrees to act reasonably and cooperate fully with the  Implementer   to achieve the Completion of Services.

b.   Required Programs - The Licensee acknowledges that the use of the Software requires that the Licensee obtain and install additional required software programs (the “Required Programs”), as communicated by the  Implementer   from time to time. Licensee agrees that the acquisition of the Required Programs shall be at its sole cost and that the cost thereof is not included in the fees herein. The Licensee further acknowledges that the operation of the Software requires the Licensee’s hardware to be of sufficient quality, condition and repair, and the Licensee agrees to maintain its hardware in the appropriate quality, condition and repair at its sole cost and expense, in order to facilitate the achievement of Completion of Services.

c.   Project Manager - The Licensee shall appoint a dedicated project manager (the “Project Manager”) as SPOC who shall work closely with the  Implementer   to facilitate the successful completion of the implementation process and shall be responsible for supervising the staff of the Licensee and their cooperation with and participation in such process. The Project Manager shall only provide instructions to the  Implementer  .

d.   Additional Licensee Obligations

I.   Licensee shall update maintenance release within a reasonable period of time of Licensee’s notification by  Implementer   of their availability. However, any fix or correction designated as “critical” by  Implementer   shall be implemented by Licensee within the notified period so that the  Implementer   planned activity goes on.

II.   Licensee shall notify  Implementer   of suspected defects if any during the course of Implementation. Licensee shall also provide, upon  Implementer   request, additional data deemed necessary or desirable by  Implementer   to reproduce the environment in which such defect occurred.

III.   Licensee shall provide to  Implementer   access to the designated computer System as required on a case-to-case basis.

IV.   Licensee shall ensure that its personnel are, at all times, educated and trained in the proper functioning of the Software in accordance with applicable  Implementer   instructions. If Licensee’s personnel are not properly trained as mutually determined by  Implementer   and Licensee, Licensee agrees that such personnel related training shall be handled by the Licensee Project Manager, and relevant cost based on the man-days shall be applicable.

V.   Licensee shall have the responsibility for:

A.   The performance of any tests it deems necessary prior to the use of the Software after the adequate quality assurance testing done by  Implementer   in all material respects with the planned schedule delivery finalized in this Agreement.

B.   Assuring proper designated hardware, configuration, verification, audit controls and operating methods in software (assuming  Implementer   has provided clear requirements to Licensee as to the necessary to properly operate the software).

C.   Timely upgrade and keeping current all third-party license, releases and/or Software products to meet the requirements of the  Implementer  , Software as communicated from time to time by  Implementer  .

Stages of Services

For    descriptive purposes, this provision is intended to set out the two stages pertaining to the Services and the ongoing support and maintenance of the Software. They are as follows:

1.   Start to Completion of Implementation Services - during this stage, all Services as agreed between the Parties in the scope of work will be performed.

2.   Handholding Phase - following the Completion of Implementation Services, of  Implementer   shall be charged additionally as per the prevalent rates at that point in time as communicated for so long as a Maintenance Agreement is in effect, till that period any additional services or involvement by the Licensor.

System Requirement

List of recommended hardware shall be provided by the Licensor, which the Licensee will purchase through its own procurement process.

1.   Except as otherwise provided in this Agreement, Licensee shall be responsible for the installation of the Software or Hardware.  Implementers   shall not be responsible for installation of any recommended hardware.

2.   Implementer   makes no warranties, express or implied, with respect to the performance, malfunction or accuracy of the system if the recommended Hardware is not provided.

Implementation Terms

a.   Licensee shall pay for the Services Charges on a monthly basis on an actual effort basis within 7 days of raising of invoice against such Services.

b.   Completion of the Services under this Agreement shall be deemed to have occurred upon getting implementation sign off. In case there is any reasonable reason for material rejection of such completion of Services it should be officially communicated within 7 days of completion of services otherwise that shall be considered to be deemed signed off and accepted by the Licensee.

c.   The parties agree that although this Agreement may contain estimated prices for the 3rd party System Software, however any maintenance of such 3rd party System Software shall be provided solely by the third-party software companies through separate agreements between Licensee and such third-party software companies. In no event shall Implementor or Licensor shall be held responsible for such System Software maintenance.