Last Updated: October 30, 2025 Governing Law: India

These Terms And Conditions (“Terms”) Constitute A Legally Binding, Comprehensive, And Entire Agreement Between Prodhee Technologies Private Limited (Ptpl, “We,” “Us,” Or “Our”), A Company Duly Incorporated Under The Laws Of India, And The Client (“You” Or “Your”), Governing Your Access To And Utilisation Of Ptpl’s Advanced Professional Services. These Services Include, But Are Not Limited To, Bespoke Software Development, Strategic Technical Consulting, Proprietary Platform Licensing, And Continuous Managed Services. By Formally Accepting A Statement Of Work (“Sow”) Or Engaging In The Direct Use Of Our Services Or Proprietary Products, You Unconditionally Agree To Be Bound By The Entirety Of These Terms.

1.Definitions, Interpretation, And Foundational Principles

In This Agreement, The Following Terms Shall Have The Specific, Non-Ambiguous Meanings Ascribed To Them, And Singular References Shall Include The Plural And Vice Versa, Unless The Context Unequivocally Dictates Otherwise:

• Agreement: These Terms And Conditions, Together With Any Executed Statement Of Work (Sow), Mandatory Data Processing Agreement (Dpa), And Any Applicable Service Level Agreement (Sla), All Of Which Are Expressly Incorporated Herein By Reference.
• Change Order (Co): A Mutually Agreed-Upon And Formally Signed Written Document That Modifies The Scope, Fees, Timeline, Or Deliverables Of An Existing Sow, Adhering Strictly To The Change Control Process Detailed In Section 2.4.
• Client Data: Any And All Data, Information, Content, Text, Images, Or Materials, Including All Forms Of Personal Data (As Defined Under Indian Law), That You, Your Affiliates, Or Your End-Users Provide, Submit, Transmit, Or Make Available To Ptpl For The Explicit Purpose Of Processing, Hosting, Or Analysis In Connection With The Services.
• Confidential Information: All Non-Public Or Proprietary Information Disclosed By One Party (The “Disclosing Party”) To The Other Party (The “Receiving Party”), Whether Such Disclosure Is Made Orally, Visually, Electronically, Or In Writing. This Includes, Without Limitation: Trade Secrets, Business Plans, Technical Specifications, Source Code, Pricing Structures, Customer Lists, And Financial Information. Information Shall Be Treated As Confidential Information If It Is Designated As Such Or If A Reasonable Person, Considering The Nature Of The Information And The Circumstances Of Disclosure (Especially In Relation To Ai/Mlops Algorithms Or Digital Transformation Strategies), Would Understand It To Be Confidential.
• Data Protection Legislation: All Applicable Statutes, Regulations, And Legislative Mandates Pertaining To The Protection Of Data Privacy And The Processing Of Personal Data In The Republic Of India, Primarily Including The Information Technology Act, 2000 (As Amended) And Its Rules, And Any Successor Legislation Such As The Digital Personal Data Protection Act, 2023 (Dpdp Act), When And Where Such Laws Become Fully Effective And Applicable.
• Deliverables: All Tangible And Intangible Work Products, Custom Software Code, Reports, Technical Documentation, Analytical Models, Configured Infrastructure Setups, And Intellectual Property, Which Are Explicitly Created, Developed, Or Provided By Ptpl Specifically And Uniquely For You Under The Scope Of A Defined Sow.
• Force Majeure Event: An Event Beyond The Reasonable Control Of A Party, Including But Not Limited To, Acts Of God, Natural Disasters (E.G., Floods, Earthquakes), War, Acts Of Terrorism, Epidemic Or Pandemic, Industrial Actions Not Involving The Affected Party’s Personnel, Governmental Restrictions, Or Unforeseen Utility And Telecommunication Failures Severely Impacting Core Cloud Or Iiot Infrastructure.
• Goods And Services Tax (Gst): The Indirect Tax Levied On The Supply Of Goods And Services In India, Including The Central Goods And Services Tax (Cgst), State Goods And Services Tax (Sgst), And Integrated Goods And Services Tax (Igst), As Applicable.
• Ptpl Background Ip: Intellectual Property Rights (Ipr), Including Proprietary Tools, Development Frameworks, Internal Methodologies, Non-Custom Pre-Existing Code Modules, Reusable Libraries, And General Technical Know-How, Which Were Owned Or Independently Developed By Ptpl Prior To Or Outside The Scope Of The Specific Sow. This Specifically Includes Common Deployment Scripts And Templates Used In Our Ai/Mlops Or Cloud Migration Toolkits.
• Services: The Defined Professional And Technical Services Provided By Ptpl, As Specifically Detailed And Enumerated In An Executed Sow. This Encompasses A Broad Spectrum Of Offerings, Including, But Not Limited To, Custom Software Development, Digital Transformation Consulting, Devops-As-A-Service, Staff Augmentation Of Technical Personnel, And The Licensing Of Proprietary Products (Hrms, Qrpay).
• Statement Of Work (Sow): A Formal, Mutually Agreed Upon, And Duly Signed Written Document That Meticulously Defines The Scope, Anticipated Deliverables, Precise Timeline, Defined Resource Allocation (Smart Development Teams), Acceptance Criteria, And Detailed Pricing Structure For A Specific Service Engagement.

2. Provision Of Services And Execution Management

2.1 Service Scope, Quality Assurance, And Acceptance

Ptpl Shall Execute The Services And Produce The Deliverables Set Forth In The Relevant Sow With The Highest Degree Of Professional Competence, Diligence, And Quality, Strictly Adhering To Recognised Industry Standards And Established Project Management Methodologies (E.G., Agile, Itil, Cobit). We Implement A Multi-Stage Quality Assurance (Qa) Process That Includes Code Review, Unit Testing, And Integration Testing Before Submission. The Final Completion Of Deliverables Shall Be Subject To Your Formal Written Acceptance, Based Exclusively On The Unambiguous Acceptance Criteria Defined Within The Corresponding Sow.

2.2 Client Cooperation And Provision Of Operational Access

You Expressly Acknowledge And Agree That Ptpl’s Ability To Perform The Services Efficiently And Effectively Is Fundamentally Contingent Upon Your Continuous, Timely, And Complete Performance Of All Associated Responsibilities Set Forth In The Agreement. This Includes, Without Limitation:

• Providing Accurate, Comprehensive, And Timely Technical And Business Documentation.
• Granting Secure, Authorised Access To Necessary Client Data, Key Client Personnel, And Relevant Technological Systems (E.G., Access To Source Code Repositories, Staging Environments For Devops, Or Iiot Gateway Configuration Tools).
• Executing Timely Review And Approval Of Interim Milestones Or Documentation. Any Delays, Cost Overruns, Or Operational Scope Creep Directly Resulting From Your Failure To Cooperate Or Provide Requisite Resources May Result In Mandatory Schedule Extensions And Corresponding Additional Charges, Documented Via A Change Order.

2.3 Limitations And Disclaimers For Advanced Technology Services

You Expressly Acknowledge That Services Leveraging Applied & Generative Ai And Mlops Inherently Operate With Significant Technical Complexity And Non-Deterministic Characteristics. These Advanced Systems Rely On:

• Probabilistic Models Rather Than Fixed Algorithms.
• Complex Training Data Sets Which May Introduce Latent Biases.
• Continuous Iterative Refinement. Ptpl Warrants The Quality Of The Underlying Software Engineering And The Mlops Deployment Process, But Ptpl Specifically Does Not Warrant, Guarantee, Or Make Any Representation Regarding The Specific Accuracy, Complete Reliability, Absolute Freedom From All Errors Or Latent Biases, Or Fitness For Every Purpose Of The Ultimate Output Or Decision Generated By The Deployed Machine Learning Models. Performance Metrics, Often Probabilistic In Nature (E.G., 95% Precision Or 90% Recall), Shall Be Formally Defined And Mutually Agreed Upon In The Sow, And Ptpl’s Liability Shall Be Strictly Limited To Demonstrating Its Best Efforts To Achieve Those Specified Performance Standards.

2.4 Change Control Process (Ccp)

Any Request By Either Party To Modify The Scope, Timeline, Deliverables, Fees, Or Resources Allocated Under An Active Sow Shall Be Managed Exclusively Through The Formal Change Control Process (Ccp).

3. Request For Change (Rfc): The Requesting Party Shall Submit A Written Rfc Detailing The Proposed Change And The Anticipated Impact On Cost, Schedule, And Quality.
4. Assessment: Ptpl Shall Assess The Rfc And Provide The Client With A Detailed Proposal For A Change Order (Co), Outlining The Revised Fees, Updated Project Schedule, And Any Necessary Resource Re-Allocation.
5. Authorisation: The Change Shall Not Be Implemented Until The Co Is Formally Signed By Authorised Representatives Of Both Parties. Verbal Requests Or Unauthorised Instructions Shall Not Constitute An Accepted Change To The Sow.

Fees, Payment, Taxation, And Penalties

3.1 Service Fees, Invoicing, And Currency

You Shall Pay Ptpl The Fees Precisely Specified In The Relevant Sow. All Fees Shall Be Denominated And Payable In Indian Rupees (Inr) Unless The Sow Explicitly Mandates A Fixed International Currency (E.G., Usd, Gbp) For The Specific Cross-Border Transaction. Unless Otherwise Agreed:

• Fees For Custom Software Development And Consulting Services Shall Be Invoiced Monthly In Arrears Based On The Documented Resource Consumption (Smart Development Teams) Or Upon The Successful Completion Of Predefined Contractual Milestones.
• Fees For Proprietary Software Licenses (Hrms, Qrpay) Or Managed Services (Devops-As-A-Service) Shall Be Invoiced In Advance On A Monthly Or Quarterly Basis.

3.2 Taxation And Statutory Levies

All Specified Fees Are Exclusive Of All Applicable Taxes, Including But Not Limited To The Goods And Services Tax (Gst) (Cgst, Sgst, Igst, As Applicable), Duties, And Statutory Levies Imposed By The Government Of India Or Any Relevant State Authority. You Shall Be Solely Responsible For Payment Of All Such Applicable Taxes, Which Shall Be Itemised Clearly And Separately On The Invoice In Accordance With Prevailing Indian Tax Laws. You Agree To Provide Ptpl With All Necessary Tax Registration Numbers And Exemption Certificates (If Applicable) Upon Request.

3.3 Late Payment And Interest Penalty

1. All Invoices Are Strictly Due And Payable, Without Any Right Of Deduction, Set-Off, Or Counterclaim, Within Thirty (30) Days From The Date Of The Invoice Issuance. Time Is Of The Essence For Payment Obligations. If Any Amount Remains Unpaid By The Due Date, Ptpl Reserves The Unequivocal Right To:
2. Charge Interest On The Outstanding Balance At A Rate Of 18% Per Annum, Compounding Monthly, From The Day Immediately Following The Due Date Until The Date Of Actual Receipt Of The Cleared Funds. This Rate Is Reflective Of Standard Commercial Interest Penalties Under Indian Contract Law.
3. Suspend All Further Services And Ongoing Work, Including Halting Access To Proprietary Platforms (E.G., Qrpay), Withholding All Current Deliverables, And Ceasing Technical Support And Maintenance Activities, Until All Overdue Amounts, Including Accrued Interest, Are Paid In Full. Such Suspension Shall Not Constitute A Breach Of Contract By Ptpl.

4. Intellectual Property Rights (Ipr) And Licensing

4.1 Ownership Of Ptpl Background Ip And License Grant

Ptpl Retains All Absolute And Unencumbered Rights, Title, And Interest, Including All Ipr, In And To The Ptpl Background Ip And All Modifications Or Enhancements Made Thereto. Nothing In This Agreement Shall Be Deemed Or Construed As An Assignment Or Transfer Of Any Ipr In The Ptpl Background Ip To You. Ptpl Grants You A Limited, Perpetual, Non-Exclusive, Non-Transferable (Except As Permitted For Corporate Assignments In Section 10.3), Worldwide, Royalty-Free, And Internal-Use License To Use The Ptpl Background Ip Solely As It Is Inextricably Embedded Or Integrated Into The Final, Custom Deliverables Necessary For You To Operate And Benefit From The Services As Intended By The Sow. You Are Strictly Prohibited From Distributing, Sub-Licensing, Or Using The Ptpl Background Ip Independently Of The Deliverables.

4.2 Ownership Of Client Pre-Existing Ip

You Retain All Rights, Title, And Interest, Including All Ipr, In And To Your Pre-Existing Systems, Internal Data, Proprietary Algorithms, And Any Materials Provided To Ptpl For The Performance Of The Services (“Client Pre-Existing Ip”). You Grant Ptpl A Non-Exclusive, Worldwide, Royalty-Free, And Temporary License To Use, Reproduce, Modify, And Publicly Display (Solely For Internal Demonstration Purposes) The Client Pre-Existing Ip, Strictly For The Purpose Of Providing The Services And Creating The Deliverables Under The Relevant Sow. This License Shall Automatically Terminate Upon Cessation Of The Services.

4.3 Assignment Of Project Deliverables And Ip

Upon Your Final And Complete Payment Of All Fees Due Under The Applicable Sow, All Ipr In The Final, Specified, And Unique Deliverables (Specifically Excluding Any Embedded Ptpl Background Ip, Open Source Components, And Third-Party Commercial Components) Shall Be Deemed Fully And Completely Assigned Exclusively To You. Ptpl Hereby Agrees To Execute Any Supplementary Documents Reasonably Requested By You To Formally Effectuate And Register Such Assignment. This Ensures That The Core Custom Application Developed Through Custom Software Development Belongs Entirely And Irrevocably To You.

4.4 Open Source And Third-Party Components

The Deliverables May Incorporate Certain Software Components That Are Subject To Open Source Licenses Or Third-Party Commercial Licenses. Ptpl Shall:

• Identify All Such Components And The Corresponding Licenses In The Technical Documentation Of The Deliverable.
• Ensure That Your Use Of The Deliverable Is In Full Compliance With The Terms Of Those Licenses, Including Any Requirements For Attribution Or Availability Of Source Code.
• Disclaimer: Ptpl Provides No Warranty And Accepts No Liability With Respect To Any Open Source Or Third-Party Components Incorporated Into The Deliverable; Your Rights And Remedies Regarding Those Components Are Governed Solely By The Applicable Third-Party License Terms.

5.Warranties, Indemnities, And Critical Disclaimers

5.1 Limited Service Warranty And Sole Remedy

Ptpl Warrants Solely That The Services Will Be Performed By Appropriately Qualified And Competent Personnel, Exercising Reasonable Care And Skill, Consistent With The Prevailing Professional Standards Expected In The It Services Industry. Ptpl Does Not Warrant That The Operation Of The Deliverables Will Be Uninterrupted Or Entirely Error-Free. For Any Non-Conforming Deliverable That Materially Deviates From The Specifications In The Sow, Your Sole And Exclusive Remedy, And Ptpl’s Entire Liability, Shall Be For Ptpl To Use Commercially Reasonable And Diligent Efforts To Promptly Re-Perform Or Correct The Non-Conforming Part Of The Services Or Deliverable, Provided You Notify Ptpl Of The Non-Conformance In Writing Within Ninety (90) Days Of Delivery.

5.2 Disclaimer Of Implied Warranties

Except For The Express Warranty Set Forth In Section 5.1, Ptpl Hereby Disclaims And Excludes All Other Warranties, Whether Express, Implied, Statutory, Or Otherwise, To The Maximum Extent Permitted By Applicable Indian Law. This Includes, But Is Not Limited To, Any Implied Warranties Of Merchantability, Fitness For A Particular Purpose, Non-Infringement Of Third-Party Rights, And Any Warranties Arising From Course Of Dealing, Usage, Or Trade Practice.

5.3 Ip Infringement Indemnity (Ptpl)

Ptpl Shall Defend You Against Any Third-Party Claim Or Suit Instituted In India Alleging That The Final Deliverables Directly Infringe Any Ipr Of A Third Party Recognized Under The Laws Of India, Provided That: (A) You Promptly Notify Us In Writing Of The Claim (Within Ten Business Days Of Receipt); (B) You Grant Ptpl Sole Control Over The Defence And Settlement Of The Claim; And (C) You Provide All Necessary Information, Assistance, And Authority For Such Defence. Ptpl’s Obligation Hereunder Is Subject To The Limitations Set Forth In Section 6 And Shall Not Apply To Claims Arising From Client Data Or Client Pre-Existing Ip.

5.4 Client Indemnity

You Shall Defend, Indemnify, And Hold Harmless Ptpl, Its Directors, Employees, And Affiliates Against Any And All Claims, Demands, Suits, Proceedings, Losses, Liabilities, Costs, And Expenses (Including Reasonable Legal Fees) Made Or Brought Against Ptpl By A Third Party:

6. Alleging That The Client Data Or Your Specific, Intended Use Of The Services Violates Any Applicable Data Protection Legislation Of India Or Infringes The Ipr Of A Third Party.
7. Arising From Your Gross Negligence, Willful Misconduct, Or Your Misuse, Modification, Or Combination Of The Services Or Deliverables With Any Third-Party Software Or Data Not Provided Or Explicitly Approved By Ptpl.
8. Arising From Any Breach Of Your Security Obligations Regarding The Physical Security Of Iiot Devices Or The Access Controls Within Cloud Security Environments Where Such Responsibilities Were Explicitly Assigned To You In The Sow.

6. Limitation Of Liability And Equitable Relief

6.1 Exclusion Of Indirect And Consequential Damages

To The Maximum Extent Permitted By Applicable Indian Law, In No Event Shall Ptpl, Its Affiliates, Directors, Employees, Or Licensors Be Liable For Any Indirect, Incidental, Special, Exemplary, Punitive, Or Consequential Damages. This Broad Exclusion Includes, But Is Not Limited To, Loss Of Profits (Actual Or Anticipated), Loss Of Revenue, Loss Of Data, Loss Of Anticipated Savings, Loss Of Goodwill, Business Interruption, Cost Of Procurement Of Substitute Goods Or Services, Or Damage To Computer Systems Or Programs, Arising Out Of Or In Connection With These Terms Or The Services, Irrespective Of The Legal Basis For The Claim (Whether Based On Contract, Tort, Strict Liability, Or Otherwise).

6.2 Financial Cap On Aggregate Liability

Ptpl’s Total And Maximum Aggregate Liability Arising Out Of Or Related To These Terms, Whether Based On Contract, Tort (Including Negligence), Statutory Duty, Or Otherwise, Shall Not Exceed The Total Fees Paid By You To Ptpl Specifically Under The Statement Of Work (Sow) Giving Rise To The Claim During The Twelve (12) Months Immediately Preceding The Date On Which The Cause Of Action First Arose. This Cap Represents The Fundamental Allocation Of Risk Between The Parties.

6.3 Uncapped Liability Exceptions

Notwithstanding The Provisions Of Section 6.2, Nothing In These Terms Shall Operate To Limit Or Exclude Any Liability That Cannot Be Legally Limited Or Excluded Under The Laws Of India, Including: (A) Liability For Death Or Personal Injury Resulting From Negligence; (B) Liability For Fraud Or Fraudulent Misrepresentation By Ptpl; (C) Liability Arising From Ptpl’s Specific Indemnity Obligations Set Forth In Section 5.3; And (D) Liability For Ptpl’s Wilful Misconduct Or Gross Negligence Leading To A Breach Of Confidentiality Or A Data Security Incident.

7. Confidentiality And Data Protection Governance

7.1 Confidentiality Obligation And Permitted Disclosure

The Receiving Party Shall Maintain The Highest Standards Of Strict Confidence Regarding The Disclosing Party’s Confidential Information. The Receiving Party Shall: (A) Protect The Confidential Information With The Same Degree Of Care It Uses To Protect Its Own Similar Confidential Information, But In No Event Less Than Reasonable And Prudent Care; (B) Use The Confidential Information Solely And Exclusively For The Purposes Of Fulfilling Its Obligations Under This Agreement; And (C) Disclose The Confidential Information Only To Its Employees, Agents, Or Pre-Approved Sub-Processors Who Have A Strict Need-To-Know Basis And Who Are Bound By Non-Disclosure Agreements With Confidentiality Obligations At Least As Restrictive As Those Contained Herein.

7.2 Compelled Disclosure Exception

A Receiving Party May Disclose Confidential Information To The Extent Required By A Valid Court Order, Subpoena, Binding Legal Process, Or Governmental Or Regulatory Requirement, Provided That The Receiving Party Gives The Disclosing Party Prompt Prior Written Notice (Where Legally Permissible) To Allow The Disclosing Party A Reasonable Opportunity To Seek A Protective Order Or Equivalent Remedy.

7.3 Data Protection And Processing Mandate

Both Parties Shall Maintain Full Compliance With All Applicable Data Protection Legislation Of India. Where Ptpl Processes Personal Data On Your Behalf (Acting Strictly As A Data Processor), The Processing Shall Be Comprehensively Governed By A Separate, Mandatory Data Processing Agreement (Dpa) Executed By Both Parties. This Dpa Will Detail The Subject Matter, Duration, Nature, And Purpose Of The Processing, The Types Of Personal Data, And The Categories Of Data Subjects, As Required Under Law.

8.Term, Termination, And Post-Termination Obligations

8.1 Term Of Agreement

This Master Agreement Commences On The Effective Date Of The First Sow Executed Hereunder And Shall Remain In Full Force And Effect Until All Sows Have Been Completed, Fulfilled, Or Terminated Earlier In Accordance With The Provisions Of This Section 8.

8.2 Termination For Cause

Either Party May Terminate This Agreement Or Any Specific Sow Immediately Upon Providing Written Notice To The Other Party If The Other Party: (A) Materially Breaches Any Provision Of This Agreement Or The Sow And Fails To Cure Such Breach Within A Maximum Period Of Thirty (30) Days Of Receiving Formal Written Notice Specifying The Breach; Or (B) Becomes Insolvent, Files For Bankruptcy, Is Subject To A Winding-Up Order, Or Makes A Formal Assignment For The Benefit Of Creditors.

8.3 Effects Of Termination And Data Transition

Upon The Termination Or Expiration Of An Sow Or This Entire Agreement: (A) All Outstanding Fees, Charges, And Accrued Interest Immediately Become Due And Payable; (B) The License Granted To You In Section 4.1 For The Use Of Ptpl Background Ip Shall Automatically Terminate (Unless Termination Was Due To Ptpl’s Uncured Material Breach); (C) Each Party Shall Immediately Cease All Use Of, And Promptly Return Or Destroy, All Confidential Information Of The Other Party. Data Transition: Ptpl Shall Provide Reasonable, Commercially Available Transition Assistance (Subject To A New Sow And Associated Fees) For A Period Not Exceeding Sixty (60) Days To Facilitate The Orderly Transfer Of The Deliverables, Client Data, And Associated Documentation Back To You Or Your Designated Successor. Following This Transition Period, Ptpl Shall Securely And Irreversibly Delete All Remaining Copies Of Client Data Residing In Its Systems, In Accordance With The Terms Of The Dpa.

9. Governing Law And Mandatory Dispute Resolution

9.1 Governing Law

This Agreement And Any Dispute, Claim, Or Difference Arising Out Of Or In Connection With It Or Its Subject Matter Or Formation (Including Non-Contractual Disputes Or Claims) Shall Be Governed By And Construed Exclusively In Accordance With The Substantive Laws Of India.

9.2 Multi-Tiered Dispute Resolution Process

The Parties Agree To Resolve Disputes Using A Multi-Tiered Process:

1. Negotiation: The Parties Shall First Attempt To Resolve The Dispute Through Good Faith Negotiation Between Senior Management Representatives Within Thirty (30) Days Of One Party Serving Written Notice Of The Dispute.
2. Mediation: If Negotiation Fails, The Parties Agree To Escalate The Matter To Formal, Non-Binding Mediation, Conducted By A Mutually Agreed-Upon Mediator In New Delhi, India.
3. Arbitration: If The Dispute Remains Unresolved After Mediation Or If Mediation Is Declined, The Dispute Shall Be Finally And Exclusively Settled By Binding Arbitration In Accordance With The Provisions Of The Arbitration And Conciliation Act, 1996 (As Amended). The Arbitration Shall Be Conducted By A Sole Arbitrator Mutually Appointed By The Parties, Or, Failing Agreement, By Three Arbitrators (One Appointed By Each Party And The Third Presiding Arbitrator Appointed By The Two Appointed Arbitrators). The Venue And Seat Of The Arbitration Shall Be New Delhi, India, And The Language Shall Be English. The Award Rendered By The Arbitrator(S) Shall Be Final And Binding On Both Parties.

9.3 Jurisdiction

The Parties Irrevocably Agree That, Solely For The Purpose Of Seeking Interim Or Injunctive Relief (Before Or During Arbitration Proceedings) Or For The Enforcement Of An Arbitration Award, The Courts Of New Delhi, India, Shall Have Exclusive And Necessary Jurisdiction.

10. General And Miscellaneous Provisions

10.1 Force Majeure

Neither Party Shall Be Held Liable For Any Failure Or Significant Delay In Performance Under This Agreement (Excluding Payment Obligations) Due To A Force Majeure Event. The Affected Party Shall Provide Prompt Written Notice Of The Event And Shall Use Commercially Reasonable Efforts To Mitigate The Effects And Resume Performance As Soon As Feasible.

10.2 Assignment And Subcontracting

You Shall Not Assign Or Transfer This Agreement Or Any Of Your Rights Or Obligations Hereunder Without The Express Prior Written Consent Of Ptpl, Which Shall Not Be Unreasonably Withheld. Ptpl Reserves The Right To Use Third-Party Sub-Processors Or Subcontractors (In Compliance With The Dpa For Data Processing Roles) To Perform Portions Of The Services, Provided Ptpl Remains Solely Responsible For All Acts And Omissions Of Its Sub-Processors.

10.3 Waiver

The Failure Of Either Party To Enforce Any Provision Of This Agreement Shall Not Constitute A Waiver Of Such Provision Or Any Other Provision, Nor Shall It Prevent That Party Thereafter From Enforcing Such Provision Or Any Other Provision Of This Agreement. A Waiver Shall Be Effective Only If Executed In Writing And Signed By An Authorised Representative Of The Waiving Party.

10.4 Severability

If Any Provision Of This Agreement Is Held To Be Invalid, Illegal, Or Unenforceable By A Court Of Competent Jurisdiction (E.G., Deemed Void Under The Indian Contract Act, 1872), The Remaining Provisions Shall Continue In Full Force And Effect, And The Invalid Provision Shall Be Substituted With A Valid Provision That Most Closely Reflects The Intent Of The Original Provision.

10.5 Survival

Sections 1 (Definitions), 3 (Fees And Payment – To The Extent Of Accrued Liabilities), 4 (Intellectual Property Rights), 5 (Warranties And Indemnities), 6 (Limitation Of Liability), 7 (Confidentiality And Data Protection), 8.3 (Effects Of Termination), And 9 (Governing Law And Dispute Resolution) Shall Survive The Expiration Or Termination Of This Agreement.

10.6 Entire Agreement

This Agreement, Including All Incorporated Sows And Expressly Referenced Attachments, Constitutes The Definitive And Entire Agreement Between The Parties Concerning Its Subject Matter And Supersedes All Prior And Contemporaneous Agreements, Proposals, Negotiations, And Representations, Whether Oral Or Written, Regarding That Subject Matter. No Oral Modification Or Waiver Shall Be Effective.

10.7 Notices

All Formal Legal Notices Required Or Permitted Under This Agreement Must Be In Writing And Shall Be Deemed Effectively Given: (A) Upon Personal Delivery; (B) Upon The Second Business Day After Mailing By Internationally Recognised Courier (With Tracking); Or (C) Upon Confirmed Delivery By Registered Electronic Mail (With A Mandatory Follow-Up Hard Copy Sent Within Three Business Days). Notices Should Be Addressed To The Specific Legal Department Or The Primary Contractual Contact As Specified In The Sow.