MASTER SERVICES AGREEMENT 27

BY AND BETWEEN

CLOC Ltd

AND

Seal Software Ltd

 Standard Terms and Conditions
This MSA Agreement (the Agreement”) is effective as of January 13, 2022 (the "Effective Date").

1. Agreement To Terms. Service Supplier hereby agrees to comply with these

Standard Terms and Conditions (“Standard Terms and Conditions”) when providing
Services. These Standard Terms and Conditions, together with the Purchase Contract
attached hereto (the “Purchase Contract”), and any other purchase orders, scope of
work documents, and change orders, if any, are hereby incorporated into this
agreement (“Agreement”) between the Parties by reference. Service Supplier and
Company may be referred to individually as a “Party” or collectively as “Parties”
herein. “Company” means Insight Data Ltd. “Service Supplier” means Seal
Software Ltd. “Services” shall mean the duties, acts and work being offered to
Company by Service Supplier, more specifically defined in the Purchase Contract,
purchase orders, scope of work documents, and change orders issued by Company.

2. Governing Terms; Modification. The Agreement shall govern and control this
transaction and/or provision of any Services, and shall supersede any prior agreement
between the Parties with respect to Services. No modification of the Agreement
shall be binding on Company, unless separately contracted in writing and signed by a
duly authorized representative of Company. In the event of inconsistencies among
the terms of the purchase orders, scope of work, change orders and these Standard
Terms and Conditions, these Standard Terms and Conditions shall govern.

3. Waiver and Severability. No course of dealing in respect of, or any omission or

delay in the exercise of, any right, power, remedy or privilege by the Company shall
operate as a waiver thereof, nor shall any right, power, remedy or privilege of the
Company be exclusive of any other right, power, remedy or privilege referred to in
the Agreement or now or hereafter available at law, in equity, in bankruptcy, by
statute or otherwise. The invalidity or unenforceability in whole or in part of any
term or condition of the Agreement shall not affect the validity or enforceability of
any other parts of the Agreement.

4. Payment. Unless otherwise agreed to by Company in writing, Company shall make

all invoiced payments under the Agreement net 45 days following receipt of a true
and correct statement of account by Service Supplier which is not disputed in good
faith by Company. No other payment shall be due to Service Supplier from Company
unless specifically provided for in the Purchase Contract, purchase order, scope of
work order or change order executed by authorized representatives of the Parties in
writing.

5. Invoices And Retainage. Service Supplier shall submit to Company an application

for payment for Services pursuant to the terms of the Purchase Contract, purchase
order, scope of work order or change order. Company reserves the right to keep (i) a
retainage in the percentage set forth in the Purchase Contract, purchase order, scope
of work order or change order, and (ii) any sum that may be necessary to settle any
 liens and claims which Company may have against Service Supplier arising out of or
incident to the performance of the Agreement. Such retainage and sums shall not be
paid to Service Supplier until Company is reasonably satisfied that no liens exist on
Services and with the quality and provision of Services.
6. Waiver and Severability. No course of dealing in respect of, or any omission or
delay in the exercise of, any right, power, remedy or privilege by the Company shall
operate as a waiver thereof, nor shall any right, power, remedy or privilege of the
Company be exclusive of any other right, power, remedy or privilege referred to in
the Agreement or now or hereafter available at law, in equity, in bankruptcy, by
statute or otherwise. The invalidity or unenforceability in whole or in part of any
term or condition of the Agreement shall not affect the validity or enforceability of
any other parts of the Agreement.

7. Payment. Unless otherwise agreed to by Company in writing, Company shall make

all invoiced payments under the Agreement net 45 days following receipt of a true
and correct statement of account by Service Supplier which is not disputed in good
faith by Company. No other payment shall be due to Service Supplier from Company
unless specifically provided for in the Purchase Contract, purchase order, scope of
work order or change order executed by authorized representatives of the Parties in
writing.

Invoices And Retainage. Service Supplier shall submit to Company an application for
payment for Services pursuant to the terms of the Purchase Contract, purchase order,
scope of work order or change order. Company reserves the right to keep (i) a retainage
in the percentage set forth in the Purchase Contract, purchase order, scope of work order
or change order, and (ii) any sum that may be necessary to settle any liens and claims
which Company may have against Service Supplier arising out of or
8. Waiver and Severability. No course of dealing in respect of, or any omission or
delay in the exercise of, any right, power, remedy or privilege by the Company shall
operate as a waiver thereof, nor shall any right, power, remedy or privilege of the
Company be exclusive of any other right, power, remedy or privilege referred to in
the Agreement or now or hereafter available at law, in equity, in bankruptcy, by
statute or otherwise. The invalidity or unenforceability in whole or in part of any
term or condition of the Agreement shall not affect the validity or enforceability of
any other parts of the Agreement.

9. Payment. Unless otherwise agreed to by Company in writing, Company shall make

all invoiced payments under the Agreement net 45 days following receipt of a true
and correct statement of account by Service Supplier which is not disputed in good
faith by Company. No other payment shall be due to Service Supplier from Company
unless specifically provided for in the Purchase Contract, purchase order, scope of
work order or change order executed by authorized representatives of the Parties in
writing.

Invoices And Retainage. Service Supplier shall submit to Company an application for
payment for Services pursuant to the terms of the Purchase Contract, purchase order,
scope of work order or change order. Company reserves the right to keep (i) a retainage
in the percentage set forth in the Purchase Contract, purchase order, scope of work order
or change order, and (ii) any sum that may be necessary to settle any liens and claims
which Company may have against Service Supplier arising out of or
10. Liens. Service Supplier shall, and shall cause their sub-Suppliers to, pay off, satisfy,
remove and file evidence of satisfaction of any and all liens, including but not limited
to those for claims for labor and material employed or used by it, in connection with
the Agreement and shall permit no liens or security interest of any kind to be fixed
upon or against property owned or controlled by Company. Service Supplier and its
sub-Suppliers shall furnish either a satisfactory release of lien or unconditional
waivers and/or affidavits (at Company’s sole election) from all persons and entities
who performed any labor or furnished any material or services in connection with
Services before any final payment or retention will be paid.

11. Any and all IP , including without limitation, any patent, industrial design, trade
mark, copyright, proprietary information, design, process, method, technique,
procedure or know-how, created by Company during the term of this Agreement for
and on behalf of Client, shall be jointly owned by Company and Client . Neither Party
will owe an accounting to the other Party for any proceeds from any revenues derived
from the jointly owned IP.

12. Independent Service Supplier. All employees of Service Supplier and its sub-
Suppliers performing work under the Agreement are and shall remain employees of
Service Supplier, and shall be paid and controlled by Service Supplier with respect to
the Agreement. The Service Supplier shall utilize only suitably trained, experienced,
and qualified employees and sub-Suppliers to perform and complete the Services.
The Service Supplier shall, at its own expense, timely (a) pay all salaries, wages, and
other compensation to its employees, (b) withhold, collect, and pay all applicable
federal, state, and local taxes, FICA, Medicare, unemployment insurance and any
other taxes or charges in connection with its employees, and (c) provide and pay for
workers compensation insurance and any statutory or fringe benefits to its employees.
The Service Supplier shall also assure that any of its sub-Suppliers comply with the
foregoing obligations and the Service Supplier shall be solely responsible and liable
for its sub-Suppliers’ failure to comply with the foregoing obligations. The Service
Supplier shall defend, indemnify and hold the Company, its affiliates and any of the
Company’s and its affiliates’ officers, directors, shareholders, members, agents,
employees, representatives, attorneys and the successors and assigns (whether direct
or indirect) of any of the foregoing, harmless from any and all claims, actions,
damages, obligations, penalties and liabilities of any kind, asserted against the
Company, including the Company’s reasonable attorneys' fees, for the Service
Supplier’s or any sub-Suppliers’ failure to comply with the obligations set forth in
this Section 7. Service Supplier will replace or remove any person, representative,
sub-Service Supplier or Service Supplier at any time as requested by Company (1) for
no reason and in the sole discretion of Company, in which circumstance Company
shall compensate Service Supplier for reasonable and direct delay and expenses as a
 result of the request, and/or (2) for reasonable cause in which case Service Supplier
shall bear all liability and expense.

Notwithstanding anything to the contrary herein, Company and Service Supplier

acknowledge and agree that Services provided by Service Supplier under this
Agreement are an integral part of and essential to Company’s ability to generate
goods, products, and services and that Company is the statutory employer of Service
Supplier’s and its subService Suppliers’ employees, within the meaning of L.A. R.S.
23:1031 and 1061 and any successor provisions and within the meaning of any other
provisions of Louisiana law.

13. Insurance. Service Supplier shall carry, and shall either cause its sub Service
Suppliers to carry or to provide access to, insurance for Workers’ Compensation,
Employer’s Liability, project specific Commercial General Liability (including
Products & Completed Operations and Sudden & Accidental Pollution), Watercraft
and Aircraft Liability (if same are used in providing Services) and Automobile
Liability Insurance (including “Any Auto”), each with minimum limits of
$15,000,000 per occurrence and $15,000,000 in the aggregate (which can be
accomplished in conjunction with an umbrella insurance policy); provided that
minimum amounts of Workers’ Compensation shall be set forth in applicable law.

Service Supplier shall also carry or provide access to Pollution Liability insurance as
required by environmental laws and/or regulations. Additionally, Service Supplier
shall provide All Risks Property insurance with limits equal to the full value of the
Services and associated equipment during fabrication / construction and final delivery
to Company. Service Supplier shall supply Company with certificates or policies of
such insurance prior to entry upon premises of Company. Company shall be named
as an additional insured, except for Workers’ Compensation and Employer’s
Liability, and subrogation shall be waived on all insurance. All insurance of Service
Supplier and subService Suppliers shall be primary.
14. Waiver and Severability. No course of dealing in respect of, or any omission or
delay in the exercise of, any right, power, remedy or privilege by the Company shall
operate as a waiver thereof, nor shall any right, power, remedy or privilege of the
Company be exclusive of any other right, power, remedy or privilege referred to in
the Agreement or now or hereafter available at law, in equity, in bankruptcy, by
statute or otherwise. The invalidity or unenforceability in whole or in part of any
term or condition of the Agreement shall not affect the validity or enforceability of
any other parts of the Agreement.

15. Payment. Unless otherwise agreed to by Company in writing, Company shall make
all invoiced payments under the Agreement net 45 days following receipt of a true
and correct statement of account by Service Supplier which is not disputed in good
faith by Company. No other payment shall be due to Service Supplier from Company
unless specifically provided for in the Purchase Contract, purchase order, scope of
work order or change order executed by authorized representatives of the Parties in
writing.
 Invoices And Retainage. Service Supplier shall submit to Company an application
for payment for Services pursuant to the terms of the Purchase Contract, purchase
order, scope of work order or change order. Company reserves the right to keep (i) a
retainage in the percentage set forth in the Purchase Contract, purchase order, scope
of work order or change order, and (ii) any sum that may be necessary to settle any
liens and claims which Company may have against Service Supplier arising out of or
Service Supplier shall waive subrogation with respect to all deductibles and no self-
insured retention shall exceed $100,000 without written approval of Company.
Service Supplier shall cause its and its subService Suppliers’ insurers to provide
Company with thirty (30) days’ written notice of cancellation or material change. In
the event Service Supplier or any of its subService Suppliers fail to procure or
maintain in force the insurance specified herein, Company may secure such insurance
and the cost thereof shall be borne by Service Supplier. Company confirms to
Service Supplier that Company maintains insurance in the same amounts as required
of Service Supplier. The insurance required under the Standard Terms and
Conditions shall not be a limitation on Service Supplier’s liability under this
Agreement, nor shall it be limited by any other section of this contract.

16. PROFESSIONAL LIABILITY INSURANCE Service Supplier shall carry project

specific professional liability insurance covering claims to the extent resulting from
the Contractor’s negligent performance of its engineering services.  Minimum limits
shall be $5 million per claim and in the aggregate.  Claims-made coverage is
acceptable provided the policy retroactive date is maintained prior to the date services
are rendered to Insight Data and continuing for a period of time equal to two (2) years
from the actual completion of Contractor’s engineering services. This coverage is not
applicable to any staffing services provided by Contractor to Owner under this
Agreement.

17. Changes By Change Order; Other Adjustments . Company may, by written

change order and without notice to the sureties, if any, make changes in the Services,
omit certain Services and/or require additional Services to be performed by Service
Supplier. If such changes shall affect the time required for the provision of Services,
or shall increase or decrease the cost of Services, reasonable adjustment shall be made
as provided in the change order and pursuant to the Agreement. Service Supplier
shall not proceed with any changes, revisions or extras without prior written approval
in a change order executed by authorized representatives of Company. Changes
authorized by Company shall be separately recorded and invoiced. In addition,
Service Supplier shall make whatever adjustments in working hours, manpower,
equipment etc. deemed necessary by Company. All costs associated with such
adjustments shall be to Service Supplier’s account, unless approved in writing by
Company.

18. Warranties. In addition to the specific guarantees required by Services to be

provided under the Agreement, Service Supplier warrants that Services are of the
highest and best grade. Service Supplier further warrants that it will comply with all
 applicable laws, regulations and standards of work and conduct during the term of the
Agreement. Service Supplier shall, within reasonable time after receipt of written
notice thereof, repair, replace and/or make good, as may be determined in the sole
discretion of Company, any defects in Services, as well as any damage to other work,
Services, assets or property caused by such defects or the replacement or repair of
same, at Service Supplier’s own expense and without cost to Company.

19. Bond. Company requires Service Supplier to furnish bonds covering the providing
of Services, and the payment of all obligations arising in connection therewith at the
sole cost of Service Supplier, and in such form and amount as Company may
prescribe and with such sureties with a minimum A.M. Best rating of A-/VIII, or as
Company may approve.

20. GOVERNING LAW This Agreement, and any dispute arising from the relationship
between the parties to this Agreement, shall be governed by the law of New York,
excluding any laws that direct the application of another jurisdiction's laws.
21. Indemnity.

SERVICE SUPPLIER SHALL PROTECT, DEFEND, RELEASE,

INDEMNIFY AND HOLD HARMLESS THE COMPANY, ITS
SUBSIDIARIES, ITS AFFILIATES AND ANY OF THE COMPANY’S, ITS
SUBSIDIARIES’ AND ITS AFFILIATES’ OFFICERS, DIRECTORS,
SHAREHOLDERS, MEMBERS, AGENTS, EMPLOYEES,
REPRESENTATIVES, ATTORNEYS AND THE SUCCESSORS AND
ASSIGNS (WHETHER DIRECT OR INDIRECT) OF ANY OF THE
FOREGOING (COLLECTIVELY, THE “INDEMNIFIED PARTIES”)
FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS,
LIABILITIES, LOSSES, DAMAGES (INCLUDING EXEMPLARY AND
PUNITIVE DAMAGES), PROCEEDINGS, CAUSES OF ACTION AND
EXPENSES (INCLUDING COURT COSTS, ATTORNEYS' FEES AND
OTHER LITIGATION COSTS) ON ACCOUNT OF OR OCCASIONED
BY, INCIDENT TO, ARISING OUT OF OR IN CONNECTION WITH
THE AGREEMENT, HOWSOEVER CAUSED, (a) WHETHER OR NOT
CAUSED OR ALLEGEDLY CAUSED BY THE NEGLIGENCE, SOLE OR
CONCURRENT, ACTIVE OF PASSIVE, OF THE INDEMNIFIED
PARTIES, OR (b) WHETHER BY DEFECTS OR UNFITNESS OF ANY
EQUIPMENT, BUILDING OR STRUCTURE, OR OTHERWISE; UNLESS
IT IS FINALLY DETERMINED BY A COURT THAT THE INJURY,
DEATH OR DAMAGE COMPLAINED OF WAS ATTRIBUTABLE
SOLELY TO THE FAULT OR NEGLIGENCE OF THE INDEMNIFIED
PARTIES, AND IS NOT IN ANY MANNER, OR IN ANY PART,
ATTRIBUTABLE TO SERVICE SUPPLIER, ITS SUB-SUPPLIERS,
OFFICERS, AGENTS, EMPLOYEES OR ANY OTHER THIRD PARTIES.
THE PARTIES INTEND THIS INDEMNITY TO APPLY TO ALL SUCH
CLAIMS AND LOSSES DESCRIBED ABOVE BASED ON ANY THEORY
OF LIABILITY, INCLUDING NEGLIGENCE, NEGLIGENCE PER SE,
GROSS NEGLIGENCE OR STRICT LIABILITY.

22. Assumption Of Work By Company . Service Supplier agrees that, if in the opinion
of Company, Service Supplier should fail at any time during the performance of the
Agreement to provide the necessary crews, tools, personnel and/or equipment for the
proper delivery of Services in a safe, prudent and timely manner, or should Service
Supplier breach or threaten to breach the Agreement in whole or in part, or fail to use
due diligence in the performance thereof, or should not be performing in the manner
provided for in the Agreement, or if Service Supplier (or any of its major sub-
Suppliers) shall be adjudged a bankrupt or be placed in receivership, then and in any
such events Company may at its sole election and in its sole discretion, take over and
perform, either through its own employees or another Service Supplier or sub-
Supplier, all or any part of Services which are defective, improper and/or then
remaining unperformed or to be provided. If Services are taken over by Company as
provided above, Service Supplier shall not be entitled to any payment or further
payment for Services furnished prior to such taking over until all work required in the
 Agreement is completed and accepted by Company at which time Company’s total
costs and expenses in completing Services shall be deducted from the amount which
otherwise would have accrued to Service Supplier and the difference, if any, shall be
paid by Company to Service Supplier. Company shall have the right to immediately
suspend all or any part of the performance by Service Supplier under the Agreement
at Company’s sole discretion by giving written notice of suspension to Service
Supplier. Upon receipt of such notice, Service Supplier and Company shall
immediately take such measures as are necessary to effect such suspension and to
safeguard and store Services and Service Supplier’s equipment. Company shall pay
Service Supplier reasonable and verifiable additional costs incurred in effecting such
suspension and such safeguarding.

23. Delivery. The Parties expressly recognize and agree that time is of the essence in this
Agreement. Service Supplier shall provide Company with weekly written reports of
the status of the Services. If any Services are not provided by the date specified in the
Purchase Contract, purchase order, scope of work order or change order, Company
may terminate the Agreement without any liability to Service Supplier and Service
Supplier shall refund any amounts previously paid under this Agreement by
Company. In such event, Company shall be entitled to recover from Service Supplier
any additional expenses, losses, penalties or other costs arising from such delay of
Services.

24. Taxes. Service Supplier agrees to reimburse Company on demand for all taxes,
other than sales taxes, or governmental charges, whether federal, state, or local, which
Company may be required or deem it necessary to pay on account of Service Supplier
and/or its employees or sub-Suppliers relating to the Services, and to furnish
Company with information required to enable it to make the necessary reports and to
pay such taxes or charges; and, at its election, Company is authorized to deduct all
sums so paid for taxes and governmental charges from such amounts as may be or
become due and owing to Service Supplier under the Agreement. All taxes to be paid
by Company shall be itemized on any invoice submitted for payment by Company
and included in any bid or estimate for cost of Services provided to Company.

25. Termination and Breach. If Service Supplier or any sub-Supplier shall at any
time fail to perform or is otherwise in default of any obligation hereunder, whether
primary or ancillary, or becomes insolvent, enters a petition in bankruptcy or
receivership, or makes a general assignment for the benefit of creditors, then
Company shall have the right, in addition to any other rights it may have hereunder or
under applicable law, to immediately terminate the Agreement by giving Service
Supplier written notice of termination. Upon such termination, Company shall be
relieved of all further obligations under the Agreement, except to pay the reasonable
value of Service Supplier’s prior providing of Services, subject to all set-off rights of
the Company in the Agreement, but in no event shall such payment exceed the
appropriate percentage of the price set forth in the Purchase Contract, purchase order,
scope of work order or change order; provided, further, that in no event shall Service
Supplier be paid for Services that have not been delivered and provided to Company.
 Company may, at its option, complete or cause the completion of the providing of
Services. Service Supplier shall in all cases be liable to Company for all costs in
excess of the price in the Purchase Contract, purchase order, scope of work order or
change order incurred by Company in completing Services. Company’s election of a
remedy under this Section 17 shall not be construed as a waiver of, but Company
shall preserve, any other rights or remedies Company may have under the Agreement
and/or under law. The Service Supplier shall be liable to the Company for any and
all costs and expenses (including reasonable attorneys' fees) incurred by the
Company, whether directly or indirectly, as result of any breach by the Service
Supplier under the Agreement.

26. “In addition to the termination rights set forth herein, subject to the provisions of Title
II, United States Code, if either Party becomes or is declared insolvent or bankrupt, is
the subject to any proceedings relating to its liquidation, insolvency, or for the
appointment of a receiver or similar officer for it, makes an assignment for the benefit
of all or substantially all of its creditors, or enters into an agreement for the
composition, renewal, or readjustment of all or substantially all of its obligations,
then the other Party, by giving written notice to such Party, may terminate this
Agreement as of the date specified in such notice of termination. In addition,
immediately prior to the voluntary or involuntary filing of bankruptcy, Client grants a
preferred security interest in any and all Client Equipment located in RedE's Data
Center pursuant to this Agreement, subject only to any purchase money security
interest(s) in such Client Equipment and grants RedE's preferred/critical vendor status
and shall represent RedE's as such in subsequent bankruptcy filings.

Service Supplier shall give immediate notice to Company upon its filing of
bankruptcy or entering into receivership.

27. Inspection of Site and Performance By Service Supplier . Service Supplier

represents, warrants and agrees that by executing the Agreement, it has, or has been
given the option by the Company, and has caused its sub-Suppliers to have, or been
given the option by the Company, to visit and inspect the site, circumstances and
requirements of Services, familiarized itself with the local conditions, specific
circumstances and requirements under which Services are to be provided, and has
correlated its observations and assumptions with the requirements, drawings and
specifications of Services agreed to by Service Supplier and Company.

Service Supplier agrees to provide the Services in a professional manner and to give
Company the full benefit of Service Supplier's knowledge, experience, judgment and
expertise in rendering advice to Company on the matters, subjects and Services
requested under the Agreement and each applicable scope of work or schedule or
change order. Service Supplier understands that Company is relying on Service
Supplier’s expertise in providing Services. Service Supplier will diligently work to
meet all time and performance estimates. Time, cost and quality are of the essence of
the Agreement. Company shall be entitled to rely on time and quality estimates.
28. Termination for Convenience – Company may, at any time, terminate the Agreement,
any Purchase Contract, purchase order, scope of work order or change order for
Company’s convenience and without cause. Upon Supplier receipt of written notice
from Company of such termination for Company’s convenience, Supplier shall: (i)
cease operations as directed in the notice; (ii) take actions necessary, or that Company
may direct, for the protection and preservation of the Services or deliverables; and
except for Services or deliverables performed prior to the date of termination stated in
the notice, terminate all existing contract and purchase orders and enter into no other
contracts or purchase orders. In the event of termination for convenience, Supplier
shall be entitled to receive payment for Services executed, and verifiable reasonable
costs incurred by reason of such termination.

29. Clean Work Space. If Service Supplier is to perform any work at Company’s site,
then Service Supplier shall at all times keep the site of the work free from
accumulations of rubbish and waste material stored at the site and shall ensure that
the site and any Services at the site be kept neatly arranged and segregated and shall
be protected from damage or deterioration of all kinds. At the completion of
providing of Services, Service Supplier shall, if applicable, remove and dispose of all
rubbish from the site; any tools, equipment, temporary work and surplus materials
shall be removed. All hazardous materials of Service Supplier shall be disposed of in
accordance with applicable law and Company’s safety regulations. If Service
Supplier does not attend to such cleaning immediately upon request, Company may
cause such cleaning to be done by others and charge the cost of it to Service Supplier.

30. Excusable Delay: Service Supplier and Company shall have no liability for any
delay in delivery arising solely from causes that are beyond its control and the control
of its vendors, and not reasonably foreseeable, including but not limited to, delays
arising from strikes, fires, floods, explosions, riots, wars, acts of public enemies, acts
of governments and civil commotion. In order for any such event to excuse a delay
on behalf of the Service Supplier, it must notify Company of its occurrence within
five (5) days and take all reasonable action to overcome its effect. Company may
terminate the Order without any liability to Service Supplier with respect to any
Services delayed more than thirty (30) days as a result of any excused event. In the
event that a portion of this Agreement Purchase Contract, purchase order, scope of
work order or change order is terminated pursuant to this clause, Service Supplier
shall continue performing any un-cancelled portion. Service Supplier shall not be
entitled to any increase in price arising from an excusable delay.

31. Ownership of Intellectual Property. Unless expressly agreed otherwise in writing

executed by an officer of the Company, Company shall own all expressions, ideas
and improvements thereon by Service Supplier that is first created as a result of or in
connection with providing Services, including but not limited to patents, trade secrets,
copyrights, service marks and trademarks that are specific to this Agreement and arise
out of providing the Services. Service Supplier shall execute such documents and
provide such information as necessary to assign, prosecute, obtain and defend rights
in all intellectual property.
32. Confidential Information. Service Supplier shall keep all information of whatever
kind, including but not limited to personal, private, health, business, technical,
financial, customer or contact information, or information about the Agreement or
bids, in whatever medium, obtained from Company (“Confidential Information”)
confidential. Service Supplier will, and will cause persons it is responsible for to,
only use Confidential Information as required for providing Services pursuant to the
Agreement and will not disclose Confidential Information to any person or entity not
under a duty of confidentiality as described herein or to any person or entity which
does not need to know the Confidential Information for the purpose of providing
Services.

The following information is not Confidential Information: (i) information rightfully

in the public domain and which is generally, readily and easily obtainable by the
public, and (ii) information legally derived or received by Service Supplier
independently of the Agreement.

Upon termination of the Agreement, or sooner upon written request of Company,

Service Supplier shall return to Company, or certify the destruction of all
Confidential Information.

If Service Supplier is requested or ordered by a court, administrative agency or other

governmental body to disclose any Confidential Information, Service Supplier shall
promptly notify Company in writing so that Service Supplier, with the assistance of
Company, may respond to the order or request. If, failing the receipt of a protective
order or a waiver hereunder, Service Supplier, upon opinion of counsel, is required to
disclose Confidential Information under liability or contempt, Service Supplier may
disclose only that portion of Confidential Information which is legally required
without liability hereunder, provided that Service Supplier exercises its best efforts to
assure that confidential treatment will be accorded any Confidential Information.

33. Permits and Licenses. Service Supplier shall procure building permits and any and
all other necessary permits and licenses; and shall pay all charges and fees and give
all notices necessary and incident to the providing of Services.

34. Third Party Intellectual Property: Service Supplier warrants that the providing of
Services does not infringe on any patent, copyright or trademark and does not
misappropriate any trade secret, and agrees to defend, indemnify and hold Company
and its customers harmless from any loss, cost, expense, claim or demand based on
claimed infringements or misappropriations. In the event any Services is found to
infringe or misappropriate, Service Supplier shall, at its sole cost, replace such
Services with non-infringing and non-misappropriating Services or obtain for
Company the royalty-free right to continue using the Services or modify the Services
so as to be non-infringing but suitable for meeting the Services requirements as has
been specified by the Company.
35. Company Name. Service Supplier will not use the name of Company in the
advertising its products or services, or make any reference to Company in connection
with any advertising, written and/or verbal reports to third parties, articles to the
media or in any publication without Company’s prior written consent.

36. Assignment. Service Supplier shall not, in whole or in part, assign its rights or
obligations hereunder, or any sum or rights to any sum that may accrue to it under the
Agreement without written consent of Company. Company may assign all its rights
and obligations hereunder to any parent, subsidiary or affiliate entity of Company, or
any parent’s subsidiary or affiliate.

37. Compliance with Laws. All Services shall be in accordance and shall comply in all
respects with all applicable laws, rules and regulations, including without limitation
the Foreign Corrupt Practices Act, Fair Labor Standards Act, Occupational Health
and Safety Act, Civil Rights Act, Executive Orders 11246 and 11375, and any and all
environmental laws. Service Supplier shall indemnify Company and Company’s
customers from any liability arising from the failure of any Services to comply with
applicable laws. The Order shall be interpreted and any disputes shall be resolved in
accordance with the laws of the state in which Company’s principal office is located.

38. Choice of Law and Jurisdiction . The Parties agree that the Agreement shall be
interpreted and constructed in accordance with the laws of the State of Texas, without
regard to its rules of conflict of laws. Service Supplier hereby submits to personal
jurisdiction and exclusive venue in state and federal courts in Harris County,
Houston, Texas as the case may be. The Service Supplier hereby irrevocably waives
any objection that it may now or hereafter have to the venue of any suit, action or
proceeding arising out of or related to the Agreement that is brought in such courts
and also hereby irrevocably waives any claim that any such suit, action or proceeding
brought in any one of the above-described courts has been brought in an inconvenient
forum.

39. Equitable Remedies. Service Supplier acknowledges any breach or threat of breach
of the Agreement is a material breach critical to Company’s business which will
cause Company irreparable harm for which monetary damages would be inadequate
and unable to compensate Company. Service Supplier agrees that in such
circumstances, Company shall be entitled, in addition to other remedies herein, to a
temporary restraining order, a preliminary injunction, a permanent injunction and/or
specific performance, as may be necessary to restrain any continuing or further
breach by Service Supplier.

40. Divestiture of all or Part of Group. If any subsidiary, affiliate, or other entity of
Insight Data Ltd is divested, it shall have continued rights provided under the
Agreement. Service Supplier shall be provided notice of any divested entity which
requests such continued rights.
41. Survival. All provisions concerning Insurance, Warranty, Indemnity,
Confidentiality, Divestiture, Infringement, Setoff, Equitable Remedies, Limitation Of
Damages and Governing Law shall survive the termination of the Agreement. In
addition, all other obligations of Service Supplier which by their nature are
reasonably understood to survive termination of agreements similar to the Agreement,
shall survive the termination of the Agreement

42. Setoff And Security. Service Supplier hereby grants Company a security interest, and
the right to perfect same with the assistance of Company, in all advance payments
made to Service Supplier, and in any Services controlled, retained or on the premises of
Service Supplier in the event of Service Supplier’s bankruptcy or insolvency. Company
shall be entitled to apply any advance payment which Company has previously made
against all unpaid amounts owed to Service Supplier under the Agreement. In addition,
Company and/or any of its subsidiaries, affiliates and parent shall be entitled to set off
any payments it owes Service Supplier and/or its subsidiaries, affiliates or parent under
the Agreement or any other current or future contracts.

43. Conflict of Interest. Service Supplier shall exercise care and diligence to establish
policies to prevent any actions that could result in a conflict with Company. Such
policies shall include precautions to prevent its officers, employees and agents from
making, receiving or offering substantial gifts, entertainment, payments, loans or other
considerations for the purpose of influencing individuals to act contrary to Company’s
best interests.

44. Designated Employees

44.1. Interview. The Company shall have the right to interview all prospective
Designated Employees to be assigned to perform Services for the Company
under any Purchase Contract, purchase order, scope of work order or change
order issued hereunder, and to accept or reject them based upon the specific or
general skill required and the background and experience of each individual
recommended by the Service Supplier. “Designated Employee or
Designated Employees” shall mean any and all full-time or part-time
employees of the Service Supplier and any and all Service Suppliers, sub-
Service Suppliers or other individuals employed or engaged by the Service
Supplier to perform the Service Supplier’s obligations under any Work
Statement which may be issued hereunder. Further, Company may identify
“Key or critical Designated Employees”, at its sole option, which shall be
assigned to provide Services to Company. Service Supplier shall use best
efforts to ensure that such Key or Critical Designated Employees provide
Services to the Company consistent with and for the duration agreed to in the
Purchase Contract, purchase order, scope of work order or change order.

44.2. Service Supplier Representative

 Service Supplier shall appoint a full-time manager prior to commencement of
the Work, who shall have the authority to act for and on behalf of Service
Supplier and bind Service Supplier in all matters pertaining to the Services
(the “Service Supplier Representative”).

The Service Supplier Representative shall be subject to Company’s approval

and shall not be replaced without prior written consent of Company.

The Service Supplier Representative shall be present at the Company’s facility

throughout normal working hours except when on leave, sick or absent from
the Company’s facility for reasons connected with the proper performance of
the Subcontract. When the Service Supplier Representative is absent from the
Company’s facility during normal working hours, the Service Supplier
Representative shall (with prior written notice to Company) delegate authority
as appropriate to act on his behalf during his absence.

44.3. Removal. In the event the Company shall determine that a Designated
Employee performs Services in a manner inconsistent with the policies or
normal business practices of the Company, or for any other reason, then the
Company shall have the right to request the immediate removal and
replacement of the Designated Employee. In the event the Company desires
the replacement of a Designated Employee, the Service Supplier shall
promptly furnish a satisfactory replacement for the remaining term of the
assignment.

44.4. Sole Responsibility of Service Supplier . Designated Employees shall at all

times remain the employees of the Service Supplier, unless otherwise agreed
in writing by the parties. All compensation earned by the Designated
Employee in connection with the subject matter of this Agreement, including
provision for employment taxes, expenses and benefits associated with
employment, will be the sole responsibility of the Service Supplier.

45. Miscellaneous Items. Service Supplier may not subcontract any portion of the
provision of Services contracted for under the Agreement without the prior written
approval of Company. Service Supplier agrees that, to the extent it is reasonably
practicable, it will include as a condition of its contract with sub-Service Supplier,
that it will abide by the terms and conditions of this Agreement.

The Agreement shall be binding upon the Parties hereto, and their respective
successors, assigns and legal representatives.

Any notice required or permitted by the Agreement shall be in writing and shall be
deemed sufficient upon delivery, when delivered personally or by overnight courier
or sent by telegram or confirmed fax, if sent during normal business hours of the
recipient, if not, on the next business day, or forty-eight (48) hours after being
deposited in the U.S. mail, as certified or registered mail, with postage prepaid,
 addressed to the party to be notified at such party’s address as set forth in the
Agreement, or as subsequently modified by written notice. Any party hereto may
change its address for the purpose of receiving notices by a written notice given in the
manner prescribed for notices in the Agreement.

The undersigned certify that they are authorized representatives of Service Supplier
and Company, respectively, and that they have reviewed and hereby agree to these
Standard Terms And Conditions.

46. NOTICES Any and all notices and communications in connection with this Agreement
shall be made in English, in writing, and shall be sufficient in all respects if sent by
telefax (and confirmed by a letter) or registered mail and submitted as follows:

Either party may change the person and/or address to which notice shall be given
by giving the other party written notice of such change in accordance with Section
37.

Seal Software Ltd Insight Data Ltd

_____________________________ _____________________________

Name: Peter Smith Name: Simon Jones

Title: District Manager Title: Vice President,

Date_________________________ Date_________________________