Exercise 1

Draft a clause demarcating the scope of the transfer.

a. Provide for the provision of minute details by Bij Lee to Bijlee Solutions to enable them to reproduce
products utilizing the technology without undue hardship.

Ans - Bijlee is the apt device to monitor the usages by the consumers.
 Timing of data collection: energy consumption data will be collected at the same time(s) each
day.
 No human error: no (or minimal) human intervention.
 Reliability: systems can run uninterrupted for years.
 Automatic analysis: data will be automatically analysed.
 Automatic reporting: it will automatically generate reports at set periods and distribute them to
the relevant personnel.
 Exception reporting: it will automatically sense any exception (or change from the norm) and
will generate a report or send a message to the relevant personnel, enabling any remedial
action to be taken quickly.
 Efficient billing and use of staff time: when systems are integrated with Electronic Data
Interchange (EDI) and linked to billing and financial accounting systems, it will remove the
need to key in data, using less staff time, ensuring that bills are paid on time, and being
viewable on screen

b. Provide for the provision of adequate and proper hardware to Bijlee.

Ans –

S. Parameter Requirement
No.
1 Meter Type 1-Phase, 2 wire Static Watt-hour Smart Meter, comprising
of measuring elements, display, memory, load switch with
bidirectional communication module all to be housed in
meter.
2 Connection Whole current
3 Reference and operating Reference Voltage (Vref) = 240 Volt Meter shall be
Voltage operational with required accuracy from 60% of Vref to
120% of Vref. However, meter shall with stand with the
maximum system voltage of 440 volts (for minimum 5
minutes).
4 Rated Current Base Current - 10 Amps Maximum current – 40 Amps
5 Starting Current 0.2% of base current (Phase or neutral)
6 Operating Frequency 50Hz ± 5%
7 Accuracy Class Class 1.0 accuracy - shall comply accuracy requirements
under IS 13779 or IEC 61036
8 Power Factor Range 0.5 Lag – unity - 0.8 Lead
9 Initial start-up of meter Meter shall be fully functional within 5 seconds after
reference voltage is applied to its terminals.
10 Display LCD. Visibility should be sufficient to read the meter
mounted at a height of 0.5m to 2.0m and temperature
range -25O C to 70O C
11 Number of display digits 6 digits in 1 row
Correct!
c. Provide for the provision of proper training and guidance by Bij Lee to Bijlee to enable full and
complete utilization of the technology.
Ans: Bijlee will do the handholding and provide necessary 40 hours of training (inclusive of classroom
and personal training). Bijlee will transfer the technology with all the know-hows in personal as well as
manual. Bijlee shall provide a dedicated person to cater to issues faced whilst using the device. Any
complaints arising while using the technology shall be resolved in 6 working hours. Correct!
 d. Provide for a restriction on Bijlee in terms of the permitted purposes for which the transferred
technology may be used.
 restrictions on employment of foreign professional and technical personnel, and requirements
concerning the training of local personnel.
 transfer of technology requirements.
 restrictions on royalty payments.
 R&D requirements.
Correct!
e. Provide for a provision restricting Bij Lee’s usage of the technology transferred by them.

2. Draft a clause to clearly define the territories in which the transferred technology may or may not be used.

Restrictions on territories, quantities, prices, customers or markets arising out of patent pool or cross-
licensing agreements or other international transfer of technology interchange arrangements among
technology suppliers which unduly limit access to new technological developments or which would
result in an abusive domination of an industry or market with adverse effects on the transfer of
technology, except for those restrictions appropriate and ancillary to co-operative arrangements such as
co-operative research arrangements. Correct!

3. Draft a clause restricting the transferability of the technology by Bij Lee to any other companies in India or its
neighbouring countries.

This Agreement whereby “developed country Members shall provide incentives to enterprises and institutions in
their territories for the purpose of promoting and encouraging technology transfer to least developed country
Members in order to enable them to create a sound and viable technological base”.

However, notwithstanding these specific provisions on technology transfer, the main thrust of the Agreement is
the protection of IPRs based on the principles described in Section A above and on competition related
provisions to be described in Section C below. The underlying policy is centred on the belief that the
encouragement of technology transfer is best achieved in an environment in which IPRs are fully protected as
private commercial property and in which the market for technology is maintained in as competitive a condition
as possible. Thus, the emphasis has shifted away from the regulation of technology transfer transactions in the
interests of the weaker party - normally the recipient in the developing country - towards a more open market-
based model in which increased technology transfer to developing countries is to be encouraged through the
proper operation of the market, coupled with assistance and cooperation on the part of developed countries.

Thus this is not an approach that completely abandons governmental action on policy. Rather, there is a move
away from the regulatory control of transactions by recipient developing country Governments towards the
encouragement of increased levels of technology transfer through governmental programmes, and incentives to
firms, on the part of developed country Governments. Correct!

4. Draft the following intellectual property clauses in respect of technology developed by them as a result of the
R&D undertaken together with Bij Lee–

i. Clear demarcation of the ownership of IP rights in the technology thus developed [research and get creative
for this part].

ii. Retention of the right by Bijlee Solutions to use this technology to develop further products in the future
without involving or informing Bij Lee.

iii. Retention of the right by Bijlee to make improvements in the technology without any interference from Bij
Lee.
2

5. Draft a consideration clause for the royalties payable by Bijlee to Bij Lee for the proposed venture.

a. State the compensation required to be paid By Bijlee to Bij Lee is 15% of wholesale price of the goods sold
by Bijlee.

b. Limit the royalty payable only if Bijlee is using Bij Lee’s technology for producing the electric meters.

c. A clause that Bij Lee has the right to audit the books of Bijlee from time to time upon a reasonable notice of
14 days is given.

d. State that the above mentioned clauses would not be applicable if the parties agree that Bijlee be assigned the
technology for exclusive use in India from Bij Lee for a lump sum of INR 1 Crore.

6. Draft a clause for Protection of confidential information disclosed by Bij Lee for this Agreement. You may
refer to clause 19 in the template for this.

7. Draft an indemnity clause in the Agreement. The clause must state -

a. The Bij Lee will indemnify all claims against the licensee arising from its breach of any warranty or
representation and IP rights and privacy rights of any 3rd party.

b. Bijlee will indemnify the licensor for any breach in its representations and warranties or any other term in this
agreement.

8. Draft a termination clause in the agreement which gives both the parties the right of termination for breach of
the terms of this agreement if the same is not duly rectified and intimated to the other party within 30 days of
such notice of breach.

Either party may terminate this agreement with immediate effect by giving the other party of prior written notice
of termination.

- If the other party commits a material breach of any provisions of this agreement and, if such bridge is
capable of remedy, fails to remedy it within 30 days after receipt of this notice requiring such remedy
- if the other party goes into liquidation or passes a resolution for a voluntary winding up or a receiver or
provisional liquidator is appointed in respect of the properties of the other party

Upon the expiry or termination of this Agreement the licensee shall promptly return to the licensor all
Confidential Information including material containing the license Know - How and technology disclosed to the
licensee by the licensor. Within 30 days after the expiry or termination, the Licensee shall provide to the
Licensor return confirmation signed by an officer of the Licensee certifying the licenses compliance with this
Article.

In the event the Licensor continues using the license know - how and or the technology at anytime after
termination of this Agreement to manufacture the license product or otherwise, the Licensor and the Licensee
hereby agree that the Licensee shall pay the licensor liquidated damages being a genuine pre estimate of laws
and not by the way of penalty of an amount of Rupees Twenty five crores (25 crs) for the period during which
the license is used uses the license know how and or the technology after termination of the agreement which.
Shall commence on the first day following the date on which this agreement is terminated. Correct!

Technology Transfer Agreement

This Technology Transfer Agreement (hereinafter “Agreement”) is entered into and signed on this 1 st of
September 2021 (hereinafter “Effective Date”) at Boston;
By and Memorandum of Understanding (MoU) Bbetween

A Japanese Company, “Bijlee”, a company incorporated under the laws of Japan, bearing CRN number
________, having its registered office at OG ALBERT COMPLEX, 60 ALBERT STREET, Postal 189969,
Japan represented by its authorized signatory Mr. Nobody, Manager, duly appointed vide board resolution dated
_______; herein after referred to as “Bijlee”, which expression such as which expression shall, unless repugnant
or contrary to the context, include its successors-in interest and assigns) of the First Part;

And

Electrify Solutions an Indian Company registered under Companies Acct 1956, having its registered office at
Century Bhavan, 3rd Floor, Dwarka, Delhi 110078. The Agreement (hereinafter referred to as this Agreement)
is effective as of 24th July 2021, which expression shall, unless repugnant or contrary to the context, include its
successors-in interest and assigns of the Other Part

This contract is entered in Delhi on this 24th July 2021.

The licensor and the licensee shall be individually referred “Pparty” and jointly called as “Pparties”.

WHEREAS:

A. The licensee aims to create automatic reading material to determine the usage to the relevant authorities
B. the licensor, has develop the technology to a greater extent
C. the licensors agreed to transfer the technology to the licensee to conduct further cancel it so that
research and development yeah and funds to be raised by the license. Correct!

NOW, THEREFORE, in consideration of the mutual covenants and agreements set out in this
agreement and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

1. Definitions:
1.1 “Ttechnology” means the technology developed by the Licensor to auto generate the usage of
electricity by consumers.
1.2 “Beta -tech” means the technology to be further developed by the Licensee, in order to raise funds.
1.3 “Products” means the electronic device such as reading meter to be further developed by the Licensee.

Good!

This licensor grants non-exclusive, non-transferable license to the licensee to modify

Witnesseth

Whereas, Bijlee owns rights in process/technology relating to automated electric meters, and is interested
in licensing the same; Whereas, Licensee desires to acquire rights in and to the process/technology upon the
terms and conditions herein set forth; Now therefore, in consideration of the mutual covenants contained
herein and intending to be legally bound hereby, the parties agree as follows: 1. Certain Definitions
(Defined Terms)

1.1 Define specific words in technology

1.2 Application means the industrial scale application of automation of electric meters to measure electric
consumption by the consumers (Process/Technology).

1.3 Affiliates mean any person, corporation, association or other entity which directly or indirectly controls,
or is controlled by or is under common control with the party in question. As used in this definition of
affiliates, the term control shall mean power or authority through direct or indirect beneficial ownership of
more than 50% of the voting or income interest in such corporation or other business entity.

1.4 Copyrights shall mean Bijlee’s copyrights in the Licensed Technology.

1.5 Derivative means any material that is derived from or based upon the Material, whether modified, or
unmodified or computer software or other intellectual property developed by Licensee, which includes, or is
based in whole or in part on, the Licensed Process/Technology.

1.6 Patent(s) shall mean any patent, continuation, continuation-in-part, divisional, or reissue thereof in India
or in any other country, which issues to Bijlee and is based on intellectual property in existence on the
Effective Date.

1.7. Licensed Technology or Technology shall mean

(i) the technology described in Attachment A on an "as is" basis on the Effective Date,

(ii) the trade secrets, knowhow, design architecture and the software and algorithm(s) related to the
technology described in Attachment A, as disclosed in Copyrights for such software and algorithm(s),
including related Code and related Copyrights, on an "as is" basis on the Effective Date; and

(iii) any claims issuing on Patent Application Number P123456 and any modifications, divisional,
extensions, continuations, continuations-in-part or amendments thereto.

1.8 Licensed Product or Product shall mean any product and/or service which constitutes or is based on or
incorporates or utilizes, wholly or in part, the Licensed Technology.

1.9 Year refers to contract years of this Agreement, i.e., a 12 month period starting with the date (or
anniversary) of the Effective Date of this Agreement.

1.10 Quarter shall refer to the normal quarterly accounting periods of Licensee; if Licensee does not have
normal quarterly accounting periods, then it shall mean the calendar three months periods commencing with
date of April of each year.

1.11 Dispose or Disposition shall mean the manufacture, use, sale, lease or other transfer.

1.12 Revenue shall mean the US $ 2 million (Indian Rupee/U.S. Dollar) value of all consideration realized
by Licensee for the Disposition of Licensed Product(s).

1.13 Net Sales shall mean the total Revenues received by Licensee less the total of all: a. discounts allowed
in amounts customary in the trade; b. sales tariffs, duties and/or taxes imposed on the Licensed Products; c.
outbound transportation prepaid or allowed; and d. amounts allowed or credited on returns. No deduction
shall be made for commissions paid to individuals whether they are independent sales agents or persons
regularly employed by Licensee.

1.14 Royalties shall mean Disposition royalties which are calculated as a percentage of Net Sales and will
be payable by Licensee to BIJLEE under the provisions of this Agreement.
1.15 Indian Rupee shall mean lawful currency of India. (Define currency in which royalty will be payable)

1.16 Field of Use shall mean Using the technology in automating the electric meters to measure the usage
of electric units.

Good work. Very well stated!

2. License Grant and disclosure of Process Information

2.1. Subject to the terms and conditions of this Agreement, Bijlee hereby grants to Licensee, and Licensee
hereby accepts, an Exclusive [world-wide or Territory]/Non Exclusive [world-wide or Territory] license
and licensing rights under Licensed Process/Technology and improvements, if any, including, without
limitation, the right to develop, have developed, to use, have used, to make, and have made Application in
connection with the operations of Licensee and Dispose of Licensed Products and to create Derivatives for
the Field of Use. Correct!

2.2. No right to sublicense the Process/Technology is hereby granted to Licensee except

(1) that Licensee may sublicense to its customers Licensed Process/Technology in the ordinary course of
business and to the extent necessary for use and practice of the Licensed Product Disposed of by Licensee
to said customers or Correct!

(2) With the prior written agreement by Bijlee. Licensee understands that any sublicenses granted by
Licensee to entities, other than customers other than in the ordinary course of business, (even though the
prior written agreement by BIJLEE to such a sublicense has been obtained) must provide for obligations to
Bijlee under this Agreement, including but not limited to, Indemnification, Insurance, and procedures for
Dispute Resolution, shall be binding upon such sub-licensee as if it were a party to this Agreement. Correct!

2.3. Bijlee shall have the right to use, free of charge, any product or process, developed by Licensee which
contains or is based on any of Licensed Process/Technology for BIJLEE research, educational, academic, or
administrative purposes. Correct!

2.4. No provision of this Agreement shall restrict BIJLEE's ability to conduct further research and
development in the area of Licensed Process/Technology or other areas.

2.5. All Licensed Products shall be Disposed of and performed by Licensee in compliance with all
applicable governmental laws, rules and regulations. Licensee shall keep BIJLEE fully informed of, and
shall move expeditiously to resolve, any complaint by a governmental body relevant to the Licensed
Products, except for complaints subject to Section 21 (Infringement) of this Agreement. 2.6. Bijlee retains
the right, exercisable in the sole discretion of Bijlee and upon advance notice to Licensee, to grant
nonexclusive/exclusive licenses under the Licensed Process/Technology in the Field of Use to third parties
as a means to resolve disputes or settle claims, suits or proceedings arising out of allegation that the
Licensed Process/Technology infringes upon the intellectual property rights of the third party. Each party
shall promptly notify the other parties hereto of its receipt of any such allegations. Nothing in this Section
2.6 shall be construed as obligating BIJLEE to resolve any dispute or to settle or defend any claim, suit or
proceeding arising out of Licensee's Disposition of Licensed Products. BIJLEE retains the right to grant
either exclusive or non-exclusive licenses for the Licensed Technology other than the Field of Use/in fields
of use for which the license hereunder is granted.

2.7 Bijlee shall disclose to Licensee, on a non-exclusive basis, to the extent that Bijlee has the right to do so,
in the English language, and in a manner readily understandable to Licensee, all Process
Information/Technology which has not previously been disclosed or furnished to Licensee by direct supply
of drawings, data, manuals, or any other information or by any means that Bijlee deems necessary for
Licensee’s better use of the process/Ttechnology.

2.8 In order to Bijlee effectively communicate the Process Information/Technology to Licensee and
Licensee to effectively communicate the improvements to Bijlee, duly authorized and technically qualified
representative (his team) of the recipients shall be given access to other’s Site/Project respectively. The
number of personnel, timing, duration and other details of each such visit shall be mutually agreed upon.
Each party shall bear all travel, living, and other incidental expenses of its personnel incurred for each of
such visits to the other’s Site/ Project. Correct!

2.9 For the avoidance of doubt, LICENSEE hereby warrants, undertakes and agrees that it shall use the
Process Information/Technology and the Improvements, if any, disclosed by Bijlee, and the Patents licensed
hereunder, solely for the purpose of the engineering, erection, installation and operation of the Project, and
production of the Products in accordance with the terms and conditions contained herein. Correct!

3. Term of this Agreement

Term of this Agreement shall conclude at the end of twenty (20) years from the Effective Date, or on the
expiration date of the last-to-expire Patent, whichever comes later, unless otherwise terminated pursuant to
provisions of this Agreement. Or Term of this Agreement shall conclude at the end of 20 (twenty) years
from the Effective Date, unless otherwise terminated pursuant to provisions of this Agreement. Correct!

4. Minimum Performance Requirements

4.1. Licensee shall use its best efforts to effect introduction of Licensed Technology into the commercial
market as soon as possible.

4.2. Licensee must achieve the following milestones:

4.3. Licensee's failure to perform in accordance with Sections 4.1 or 4.2 herein shall be grounds for BIJLEE
to terminate this Agreement pursuant to Section 10.2 herein. Correct!

5. Royalties and Payment Terms

5.1. Royalties payable by Licensee to Bijlee shall be 8 percent (%) of Net Sales received by Licensee or
Licensee’s Affiliates. (However, no Royalties from Dispositions of Licensed Products by Licensee under
this Section shall be due and payable to Bijlee for a period of 5 years following the Effective Date.)
Correct!

5.2 Also in consideration of the terms and conditions of this Agreement, Licensee agrees to pay Bijlee 5%
percent of the net royalty, Licensee receives from licenses to third parties pursuant to this Agreement.
Correct!

5.3. All Royalties hereunder shall be paid in (Indian Rupee/U.S. Dollars) and shall be made by electronic
transfer to Bijlee account No. 12345678910123 or by cheque drawn in favour of the Bijlee Corporation Pte.

5.4. All Royalties payable hereunder which are overdue shall bear interest until paid at a rate 18 % per
annum. Total amount payable will be royalty payable as of that date plus interest payable. This provision
for interest shall not be construed as a waiver of any Bijlee’s rights as a result of Licensee's failure to make
timely payment of any amounts. Correct!

6. Reports and Audits

6.1. Licensee shall report Quarterly quarterly to Bijlee its Net Sales and Revenues, which are subject to
Royalty payments.

6.2. Licensee shall maintain accurate books and records such that the Royalties due and payable hereunder
can be easily ascertained. Such books and records shall be maintained at Licensee's principal place of
business and shall be available for inspection by Bijlee or its representatives during the normal business day
upon not less than 7 seven days prior written notice, provided that Bijlee or its representatives agree to
protect the confidentiality of the information as to the customers of Licensee. Correct!

6.3. Licensee shall make available Licensee's books and records for audit by an accounting firm or
representative of Bijlee's selection and Licensee agrees to cooperate fully in any such audit, provided that
the auditors agree to protect the confidentiality of the information as to the customers of Licensee. Any such
audit shall not be more frequent than annually. In the event that such audit determines that the amount of
Royalties paid to Bijlee was in error by more than twenty (20%), Licensee shall pay the costs of the audit,
in addition to promptly making payments to eliminate the deficiency. Correct!
6.4. Licensee shall report to Bijlee the date of first commercial Disposition of a Licensed Product in each
country within 30 days of commencement of this agreement. Correct!

6.5. Within 365 days after the end of each of Licensee's fiscal years, Licensee shall furnish Bijlee with a
written report on the progress of its efforts during the immediately preceding calendar year to develop and
commercialize Licensed Products. The report shall also contain a discussion of intended efforts and sales
projections for the year in which the report is submitted. Correct!

6.6. Within 365 days after the end of Licensee's fiscal year, Licensee shall provide Bijlee with Licensee's
financial statements for the preceding fiscal year including, at a minimum, an income statement, a statement
of cash flows and a balance sheet that has been certified by Licensee's chief financial officer or an
independent auditor. Correct!

7. Improvements

7.1. Licensee will own all of the right, title and interest (including patents, copyrights, trade secrets and any
other intellectual property rights) in and to the results of the collaboration between the parties that are
developed solely by Licensee’s employees or agents. or 7.1 Both Pparties agree that in the event of
Licensee having made and/or having acquired any Improvements, Licensee shall grant to BIJLEE hereto, a
non-exclusive and irrevocable license, without charging any license fee to use such Improvements, whether
patented or not. In addition, in the event of LICENSEE having made and/or having acquired any
Improvements for which LICENSEE shall gain the right to hold the Patents, BIJLEE shall have the right to
sub-license such Improvements to other licensees licensed by BIJLEE. Correct!

7.2. BIJLEE will own all of the right, title and interest (including patents, copyrights, trade secrets and any
other intellectual property rights) in and to the results of the collaboration between the parties that are
developed solely by BIJLEE’S employees or agents. Correct!

7.3. All intellectual property which results in Patents or Licensed Technology developed jointly by
employees or agents of BIJLEE and Licensee shall be owned by BIJLEE. Licensee may utilize such jointly
developed property pursuant to the terms of this License Agreement. BIJLEE may issue licenses to others
regarding such jointly developed property which results in Patents or Licensed Technology, as long as such
licenses do not violate any exclusive license to Licensee then existing under Section 2 (License Grant). If
any other property rights are developed jointly by employees or agents of BIJLEE and Licensee which
would not constitute a Patent or Licensed Technology and which are not subject to this agreement between
BIJLEE and Licensee, BIJLEE and Licensee shall jointly own (without any duty to account to the other for
profits) all right, title and interest (including patents, copyrights, trade secrets, and other intellectual
property rights) in and to the results of such joint development. In such case, BIJLEE and Licensee will
engage in good faith efforts to mutually agree on whether and how to pursue patent, copyright of the
invention in the U.S. and elsewhere.

7.5. Except as provided in this Section 8, nothing herein shall be deemed to grant any license or rights in
any other technology in addition to the Licensed Technology. Correct!

8. Patents and Other Intellectual Property: Intellectual property rights to Licensed Technology such as
Patent(s) and Copyrights existing or which may be obtainable will remain the property of BIJLEE.
Trademarks existing on the Effective Date belong to Bijlee. Correct!

9. Markings, Trademarks and Trade Names

9.1. Licensee shall have included in all sales, marketing literature and invoices relating to Licensed Product,
a statement to the effect that this product or portions thereof is manufactured under license from BIJLEE
and, if applicable, either Patent Pending or, if applicable, Patent Number [1234567]. Correct!

9.2. Licensee shall have marked the appropriate portions of all Licensed Product with any applicable Patent
numbers in accordance with the applicable laws of the countries in which the materials are intended to be
used. Licensee shall neither register nor use any Bijlee trademarks or trade names. Correct!

9.3. Licensee acknowledges that it does not have any rights or any title whatsoever in or to Bijlee's
technology, trade name or in or to any of BIJLEE’s trademarks, except as provided under this Agreement.
Any reference by Licensee to BIJLEE beyond the above may only be done with express written permission
of Dean, Research and Development Bijlee. Correct!

10. Termination

10.1. In the event that Licensee defaults in the payment in full of any amount required to be paid under this
Agreement on the date such payment is due, in addition to utilizing any other legal and/or equitable
remedies, Bijlee shall have the right by written notice to Licensee within 30 days after such default either

(i) to terminate the exclusivity, if any, of the license hereunder in (by amending the word "exclusive" in the
License Grant to read "non-exclusive") without any reduction in any of the payments due from Licensee or

(ii) to terminate this Agreement.

10.2. In the event that either party to this Agreement defaults in the performance of any of its obligations
hereunder (other than the default referred to in Section 10.1. (Termination), hereof) and fails to cure such
default within 60 days after written notice of such default from such other party, the other party shall have
the right by written notice to the defaulting party within 30 days after the expiration of such 30 day s period
to terminate this Agreement. Correct!

10.3. The termination of this Agreement pursuant to this Section 10 (or pursuant to Section 3 (Term)
hereof) shall not terminate (i) the obligation of Licensee to pay any amounts, which have accrued or which
are otherwise to be paid by Licensee under the terms of this Agreement, or (ii) the obligations of Licensee
under Section 6 (Reports and Audits), Section 8 (Patents and Other Intellectual Property), Section 10
(Termination), Section 11 (Taxes), Section 14 (Confidentiality and Trade Secrets), Section 15
(Indemnification), Section 16 (Insurance), Section 20 (Dispute Resolution), and Section 21 (Infringement)
hereunder. Correct!

11. Taxes

Licensee shall pay all taxes which may be assessed or levied on or on account of the Licensed Product
made, used or Disposed of hereunder and all other taxes levied on or on account of the amounts payable to
or for the account of BIJLEE under this Agreement.

12. No Warranty; Limitation as to type of damage ANY INFORMATION, MATERIALS, SERVICES,

INTELLECTUAL PROPERTY, OTHER PROPERTY OR RIGHTS, GRANTED OR PROVIDED BY
BIJLEE PURSUANT TO THIS AGREEMENT ARE ON AN AS IS BASIS. BIJLEE MAKES NO
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER
INCLUDING, BUT NOT LIMITED TO, WARRANTY OF FITNESS FOR PARTICULAR PURPOSE,
OR MERCHANTABILITY, EXCLUSIVITY OR RESULTS OBTAINED FROM USE. BIJLEE SHALL
NOT BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS, LOSS OF USE EVEN IF BIJLEE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR INABILITY TO USE SAID
INTELLECTUAL PROPERTY OR ANY APPLICATIONS AND DERIVATIONS THEREOF FOR ANY
REASON. BIJLEE’S LIABILITY FOR DEFECTS IN DESIGN SERVICES PROVIDED BY BIJLEE
SHALL BE LIMITED TO THE PROVISION OF REVISED DESIGN DOCUMENTATION. BIJLEE’S
LIABILITY FOR DEFECTS IN EQUIPMENT SUPPLIED BY BIJLEE SHALL BE LIMITED TO
REPAIR OR RESUPPLY OF THE DEFECTIVE ITEM. BIJLEE SHALL NOT BE RESPONSIBLE FOR
ANY COSTS ASSOCIATED WITH THE REMOVAL, TRANSPORT AND REINSTALLATION OF
THE DEFECTIVE EQUIPMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
BIJLEE DOES NOT MAKE ANY WARRANTY OF ANY KIND WITH RESPECT TO FREEDOM
FROM PATENT, TRADEMARK, OR COPYRIGHT INFRINGEMENT, OR THEFT OF TRADE
SECRETS AND DOES NOT ASSUME ANY LIABILITY HEREUNDER FOR ANY INFRINGEMENT
OF ANY PATENT, TRADEMARK, OR COPYRIGHT ARISING FROM THE DISPOSITION OF THE
LICENSED PROCESS/TECHNOLOGY, INFORMATION, MATERIALS, SERVICES,
INTELLECTUAL PROPERTY, OR OTHER PROPERTY OR RIGHTS GRANTED OR PROVIDED BY
IT HEREUNDER. LICENSEE AGREES THAT IT WILL NOT MAKE ANY WARRANTY ON BEHALF
OF BIJLEE, EXPRESS OR IMPLIED, TO ANY PERSON OR ENTITY CONCERNING THE
APPLICATION OF OR THE RESULTS TO BE OBTAINED WITH THE LICENSED
PROCESS/TECHNOLOGY, INFORMATION, MATERIALS, SERVICES, INTELLECTUAL
PROPERTY OR OTHER PROPERTY OR RIGHTS, GRANTED OR PROVIDED BY BIJLEE
PURSUANT TO THIS AGREEMENT. 13. Costs All costs and expenses incurred by Licensee in carrying
out Licensee's obligations under this Agreement shall be paid by Licensee, and Licensee shall not be
entitled to reimbursement from Royalties hereunder or otherwise therefore from BIJLEE. Licensee shall
possess or obtain at its own expense all necessary licenses and permits and shall comply with all laws,
ordinances, rules or regulations affecting the exploitation or Disposition of the Licensed Product, Licensed
Process/Technology and/or Derivatives.

14. Confidentiality and Trade Secrets

14.1. "Confidential Information" shall mean any information relating to the Licensed Process/Technology
in the terms of this Agreement (as from time to time amended), Patents, copyrights, algorithms, and
software, inventions, discoveries, facts, data, ideas, manner, method or process of manufacture, method or
principle of construction, chemical composition or formulation, techniques, products, prototypes, processes,
names, know how, routines, specifications, drawings, trade secrets, technology methods, computer
programs, works in respect to which copyright subsists, and other knowledge covered by this Agreement or
information disclosed to Licensee in the manner set forth hereinafter. All such information shall be
Confidential Information, including information disclosed to Licensee prior to the Effective Date, unless
such information

(i) was already in Licensee's possession prior to the disclosure thereof by BIJLEE as provided in subsection
(a) hereof,

(ii) has been published or is published hereafter, unless such publication is a breach of this Agreement,

(iii) is received by Licensee from a third party not under an obligation of confidentiality with respect
thereto,

(iv) is independently developed by Licensee,

(v) is already in public domain.

14.2 With respect to any information not related to the Licensed Technology which is sought by BIJLEE to
be Confidential Information subject to this Agreement, BIJLEE shall mark such information as
"Confidential" prior to disclosing it to Licensee.

14.3 With respect to any oral communication not related to the Licensed Technology which is deemed by
BIJLEE to be Confidential Information subject to this Agreement, BIJLEE shall notify Licensee of such
fact and within 30 days thereafter BIJLEE shall send a memorandum to Licensee outlining the information
deemed to be Confidential Information. Correct!

14.4. Licensee shall maintain in confidence and shall not disclose to any person not a party hereto, nor shall
Licensee use or exploit in any way without BIJLEE's written agreement, any Confidential Information until
7 years after the later of the date of termination of this Agreement or the end of the term of the last to expire
Patent, unless such information ceases to be Confidential Information prior to the end of such period
through no fault of Licensee or Licensee and BIJLEE enter into an agreement authorizing same. Correct!

14.5. Licensee shall exercise all reasonable precautions to prevent the disclosure of Confidential
Information by its employees or representatives, and in any event shall maintain with respect to such
Confidential Information a standard of care which is not less than that standard which Licensee maintains to
prevent the disclosure of its own confidential information. Correct!

14.6. Upon termination of this Agreement, Licensee agrees to return at once to BIJLEE, without copying,
all originals and copies of all materials (other than this Agreement) containing any Confidential
Information.

14.7 Licensee must use the Confidential Information only for the Purpose, and must not use the
Confidential Information for any other purpose Correct!
14.8 Licensee must not publish any paper which in any way refers to the Material, any Confidential
Information without the prior written consent of BIJLEE. Correct!

15. Indemnification

Licensee hereby agrees to defend, indemnify and hold harmless BIJLEE, its trustees, officers, employees,
attorneys and agents from all claims, demands, any liability, loss, claim, action, suit, damage made against
them (and any related losses, expenses or attorneys' fees) arising out of or relating to: Correct!

15.1 Licensee's and/or its sub licensee’s negligent use or willful misuse of or negligent conduct or willful
misconduct regarding Licensed Products, Licensed Technology, including but not limited to, any claims of
product liability, Correct!

15.2 Personal injury or death of any client’s employees or visitors to the Licensee’s site, or damage to
Licensee’s property arising or due to a negligent act or omission by Licensee’s employee or agent,

15.3 All of its own liabilities arising from the project.

15.4 Violation of any laws or regulations. Correct!

16. Insurance

Licensee shall obtain and maintain appropriate coverage of general liability, product liability, and public
liability insurance of amount not less than One crore to protect BIJLEE, its trustees, officers, employees,
attorneys, and agents under the indemnification provided hereunder. BIJLEE, its trustees, officers,
employees, attorneys, and agents shall be named additional insureds on Licensee's insurance policies and
shall be provided appropriate certificates of insurance thereunder. Correct!

17. Breach

No acquiescence in any breach of this Agreement by either party shall operate to excuse any subsequent or
prior breach. Correct!

18. Prior Agreement

This Agreement supersedes all previous agreements relating to the subject matter hereof, whether oral or in
a writing, and constitutes the entire agreement of the parties hereto and shall not be amended or altered in
any respect except in writing executed by the parties. Notwithstanding the foregoing, any obligations of
confidentiality arising under any separate confidentiality agreement between the parties shall survive.

19. Interpretation This Agreement shall be governed by Indian Contracts Act, and construed and enforced
in accordance with, the Indian laws. Correct!

20. Dispute Resolution

The parties hereto shall endeavor to settle in an amicable way, all disputes or differences which may arise
out of the present agreement or in connection therewith. Any controversy or dispute arising under this
Agreement not resolved shall be referred to and finally settled by arbitration in accordance with the Rules
of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators
appointed in accordance with the said rules. Arbitration shall be conducted in Delhi. Language? Sole
arbitrator? Any award of the arbitrators shall be final and conclusive on the Pparties to this Agreement and
judgment upon such award may be entered in any court having jurisdiction thereof. The jurisdiction of this
Aagreement will be the courts at New Delhi (India).

21. Infringement

21.1 In at any time during the term of this Agreement the licensee all the licensor becomes aware of any
infringement or unauthorised use of any of the licensed know how and technology is occurring, threatened
or likely, the licensee or the licensor as the case may we shall promptly notify the other party.

21.2 The Licensor shall provide all necessary assistance that may be reasonably required by the Licensee
with respect to any claim made by a third party against the Licensee with respect to the use of the licensed
 know how and technology on account of the reason that such infringe is the 3rd third-parties patents 3rd
party claim. The licensor shall be entitled to participate in the defence against the 3rd party claim. The
licensee shall not accept settle or otherwise terminate the proceeding with respect to 3rd party claim except
with the written consent of the Licensor. Correct!

23. Notices

Any notice under any of the provisions of this Agreement shall be deemed given when deposited in the
mail, postage prepaid, registered or certified first class mail and addressed to the applicable party at the
address stated on the signature page hereof, or such other address as such Pparty shall specify for itself by
like notice to other Pparty. Each Pparty shall transmit to the other a facsimile copy of each such notice
promptly. Correct! You can also mention the contact information of Parties herein.

24. Assignment

Licensee shall neither assign nor transfer this Agreement or any interest herein without the prior written
consent of Licensor. Correct!

26. Force Majeure

Any non-performance or delay in performance by any party to this agreement of any of his duties,
obligations or responsibilities under this agreement, shall be excused if, and to the extent that such non-
performance or delay in performance is caused by Force Majeure; (provided that such party shall have
served a written notice to the other party as soon as practically possible upon the occurrence of such event
of force measures. For the Force Majeure.

For the purpose of this clause Force Majeure events shall include without limitation fire, storms, war,
hostilities, terrorist acts, etc any other acts, occurrence pharma events or circumstances beyond the
reasonable control of the party affected. Correct!

27. Severability

If any of the provisions contained in this agreement shall we declared invalid, illegal or unenforceable in
whole or in part under any applicable law, the validity, legality and enforceability of the remaining
provisions or part thereof shall not in any way be affected or impaired. Correct!

25. Headings

The section headings contained in this Agreement are set forth for the convenience of the parties only, do
not form a part of this Agreement and are not to be considered a part hereof for the purpose of construction
or interpretation hereof, or otherwise. Correct!

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed in
duplicate counterparts, each of which shall be deemed to constitute an original, effective from the
effective date. The undersigned verify that they have the authority to bind to this Agreement the
party on behalf of which they are executing below.

For and on behalf of BIJLEE For and on behalf of Electrify Solutions Pvt Ltd

Signature: Signature:

Name: Name:

Designation: Designation:

Correct!

Ex- 9.5/10

Ex- 9.5 /10

Good attempt. Your effort is visible. Refer to the suggestions and changes made. In case of any
doubt, please connect with me.

Happy Learning!

Regards,

Mukulika Baghel

9723354059

You can use my Calendly slot from here- https://calendly.com/mukulika

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