TEAM SYSTIME

For SAP initiative and world class IT infrastructure

At

GMS, Shegaon

26 June 2006

Submitted by:

 Copyright SYSTIME Corporation

DOCUMENT CONTROL:

DOCUMENT ID SYS/SAP/GMS/002/06
DOCUMENT NAME Proposal for SAP implementation, Curriculum
Design, Hardware and Networking.

Name Date

Prepared by: Ashish Deshpande 26 June 06

Reviewed by: Sharad Nene 26 June 06

VERSION HISTORY

Version Date Prepared Changes and reasons for change

by
1.0 26 June Original
06

CONTACT INFORMATION

For further clarifications, please contact:

Ashutosh Deuskar
CMS Computers Ltd.
Pune
Mobile: 9822242055

Or

Niloy Kumar
Marketing Consultant
SYSTIME Computer Systems Ltd
SYSTIME Global Centre
155 Millennium Business Park
Mahape, Navi Mumbai – 400701
Mobile: 9322408315

Intellectual Property / Confidentiality statement

The information in this document has been made available to Customer on the strict understanding that
it, or the information herein, will not be shown, read, or passed to any person who is not a current
employee of customer. This proposal has been developed by SYSTIME Computer Systems Ltd.
(SYSTIME) and is strictly confidential. Proprietary SYSTIME material, such as our material described in
this document, do not become the property of customer under any circumstances. We understand that
customer will not return the proposal if customer decides not to proceed with the project, selects
another consulting firm, or decides to conduct the project itself. Under these circumstances, we
request that no photocopies or soft copies of this proposal be made and that it and its contents be kept
in the strictest confidence by customer or destroyed.

402116615.DOC PAGE 2 OF 15
 TABLE OF CONTENTS
Introduction............................................................................................... 4

Executive Summary:............................................................................4

SCOPE OF WORK....................................................................................5

IT Strategy Roadmap...........................................................................5

Setting up GMS, Shegaon Data Center..............................................5

Implementing SAP Solution..................................................................5

Designing the SAP Curriculum.............................................................5

Post Implementation Support...............................................................6

Continuous Business Improvement......................................................6

Our Understanding....................................................................................6

Key Implementation Objectives:...........................................................6

GMS, Shegaon – Business overview....................................................6

SYSTIME: Background........................................................................7

SYSTIME – Company Profile.....................................................................7

SYSTIME: Background........................................................................7

What sets SYSTIME apart...................................................................8

Why SYSTIME is the Right partner for GMS, Shegaon..........................8

Commercials............................................................................................. 9

General Terms and Conditions........................................................11

402116615.DOC PAGE 3 OF 15
 Introduction

Executive Summary:

GMS, Shegaon one of the largest non profit spiritual and religious institution (Trust) which provides
service to the poor, helpless and such who have nobody to look after, is the goal chosen as per the
wishes of Shri Swami. Sanstha has rightly chosen Adhyatmic field, Medical services and
Educational services for its work to serve and train the mind, body and brain. GMS presently
carrying on their operations with the conventional manual systems in Accounting, Inventory,
purchasing, procurement and logistics. To accomplish mission and goals GMS embarked on
implementing appropriate SAP solution to derive the maximum possible benefits. As a part GMS’s
strategic plan, it has also purchased 36 licenses from SAP India. This is a proposal by SYSTIME; a
part of the CMS group of companies to become a one-stop total solution provider for all SAP and IT
related needs of GMS, Shegaon. An initial study of three days was conducted by SYSTIME to
understand present business requirements, IT setup (including Hardware and Networking
requirements), design and deliver a complete IT strategy based on the SAP solution map for
various activities including Fund Management & SAP curriculum.

In order to achieve maximum benefits to GMS, Shegaon from SAP implementation and further SAP
Curriculum, we propose to work on each of the core elements of your IT strategy. Much before this
is also the IT road map and drawing of befitting SAP solution map. Along the implementation
business processes also need be engineered to support the capabilities of the SAP solution and
maximize the return on SAP investments. The project will be chartered to empower GMS, Shegaon
at all organization levels to take decisions online for purchases, accounting, funds management,
finance etc and enable them to conduct SAP courses as part of the curriculum. The SAP system
will be configured and networked with other trust’s activities to ensure that the right information can
get to the right people at the right time.

SAP is designed to streamline and improve disjointed business practices -- enabling you to manage
multi tiered networks of customers, suppliers, and partners closely. This solution set facilitates
seamless integration and collaboration across multiple internal and external organizations. And it
includes best practices that support critical business processes -- providing full visibility into
enterprise data and increasing speed and flexibility worldwide using its business enabling cockpits.

With SAP you can balance local needs and centralize control while opening the door to innovation
in various growth areas. SAP solutions provide user-friendly access to information and applications
-- all based on Web-enabled technology. SAP Offering the best services and the best-integrated
solution to stakeholders, vendors, devotees, students & employees. Adapting these changes will
definitely enhance the status of your institution and put you on global map.

402116615.DOC PAGE 4 OF 15
 SCOPE OF WORK

IT Strategy Roadmap

This is a unique work package designed for GMS, Shegaon . In this work package it is proposed to
thoroughly understand GMS, Shegaon ’s vision, mission and unique business processes, to
understand existing business requirements and SAP solution architecture.
Based on the study report worked on with SAP Tools and methodology to deliver elaborate project
charter. The purpose of this Project Charter is to define key elements that give overall strategic
direction to the project team for the SAP system implementation. These tasks must be
accomplished before implementation starts to provide a solid foundation for the project, and they
should then be communicated to all project team members. The input for this activity is a
documented list of the organizations strategic objectives and business measurements, including
KPIs also to define an overall project mission statement for the SAP system implementation.
The scope of this engagement is to deliver complete IT roadmap for the organization led by
SYSTIME. It will ensure that GMS, Shegaon is able to leverage the IT landscape to the fullest
possible extent while deriving the maximum gains from the proposed SAP implementation and IT
solutions.

SYSTIME participants will be a small dedicated organizational setup at the GMS. Eventual goal for
SYSTIME will be to deliver value to GMS from our association at entire engagement life cycle
fundamentals and deliver total solution as a single stop for your entire IT needs.

Setting up GMS, Shegaon Data Center

SYSTIME will help GMS, Shegaon to set up its state of the art Data Center which would house all the
hardware. SYSTIME will design and make a detailed specification and procure the hardware, other
related software’s, security and networking products through CMS Ltd. resulting into a cost effective
solution.

Implementing SAP Solution

SYSTIME would implement the SAP solution using ASAP and Solution Manager by SAP. In this work
package a detailed requirement analysis will be carried out and the blue printing for the required solution
will be derived using SAP tools. The settings in the SAP system done by the SYSTIME engineers will be
unit and integration tested by your selected core team members. Collection, alignment and cleaning of
your data will be assisted and thereby the production system will be uploaded for your business
performance and support. During the implementation activities the business core team allocated for this
project will be trained appropriately to participate with SYSTIME engineers for implementing SAP.
Eventually we will also enable the end users training and handholding for a specific time period. This work
package will be accomplished by delivering the project documentation.

Designing the SAP Curriculum

SYSTIME would help GMS to design the SAP curriculum keeping in mind the current requirements of the
industry and the course objectives of the college. SYSTIME will also help in educating the faculty
members to further deliver the SAP training based on the curriculum to the students.

402116615.DOC PAGE 5 OF 15
Post Implementation Support

Once all the phases of the devised solution map are implemented, SYSTIME would be there to keep it
running smoothly and ensuring that the users and organization derive the maximum benefit from the
investment. SYSTIME will setup Customer Competency Center post implementation in about one and
half year later to provide continuous support.

Continuous Business Improvement

Change is the only constant in the world of business. SYSTIME would be there with GMS, SHEGAON
to ensure that investment keeps pace with your business. We will help you to evaluate new SAP offerings
and functionalities and help you in deciding and implementing the new alternatives.

Our Understanding

Key Implementation Objectives:

GMS, SHEGAON would like to SAP solution to derive the following key business objectives in
their, high quality centric educational management activities :
 Campus Management application to support business processes for student records,
student financials, recruitment and admission, student advising, academic structure, and
class scheduling as well as academic services for teaching and research.
 Efficiently manage the student academic cycle, streamlining the admission and
registration process.
 Empower and assist decision-making at all levels.
 To integrate finance, accounts and funds management in SAP

GMS, Shegaon – Business overview

The institute was established on 23rd August 1983 as a Flagship institution with the
Blessings of "Our Devine Source Of Inspiration - Shri Sant Gajanan Maharaj, Shegaon". The
institution is ISO 9001:2000 certified affiliated to Amravati University, Amravati and
recognized from AICTE, New Delhi; NBA, New Delhi; NAAC Banglore; Selected as
Network Institute in this region (headed by VNIT Nagpur) with 11 well known
institutes in India. The institution is housed in 86 acres of land and over thirty multi-storied
buildings fitted with the marbles and other precious stones and tiles, landscape gardens,
greenery, and state-of-the-art architect designs. In this short span of two decades our
institution has made a progress consistently, quietly and in conformity with any standards set
for technical education of our types in all its spheres-physical, infrastructure, financial,
functional, moral and spiritual. The college is running several under-graduate and post-
graduate courses.

The Shri Sant Gajanan Maharaj College of Engineering, Shegaon has set up a trade
tradition of producing eminent engineers who are competent and committed to the high
professional standards in the field of engineering and technology. Alumni of this college are

402116615.DOC PAGE 6 OF 15
 heading several leading engineering industries and organizations and many of them have
established their own business in India and Abroad.

SYSTIME: Background

SYSTIME – Company Profile

SYSTIME: Background
SYSTIME is the leading global provider of integration services for collaborative commerce
solutions ranging from Enterprise Resource Planning (ERP), CRM, eProcurement, Process
Collaboration, HR to Wireless (WAP) technology solutions. Our alliances with numerous e-
collaboration partners (COGNOS, webMethods, Ariba, NetFish, Peregrine, Motive, Ironside,
etc.) enable us to deliver solutions that span technologies, platforms and vendors.
Our global presence, with offices in all major continents, and over 26 years’ proven track
record in IT, enable us to leverage our technology skills to help our clients that operate in a
myriad of industries.
SYSTIME operates as a global practice through a structure of regions, industry practices
and service lines. Each has the ability to leverage assistance from a broad, firm-wide
network of professionals. We believe that this interdependent, multi-functional structure
results in important benefits for our clients, as it enables our consultants to apply their
knowledge, experiences and training in a manner that is tailored specifically to meeting our
clients’ needs.
We provide solutions that enable businesses to operate with greater effectiveness. These
solutions are based on the in-depth knowledge and technical expertise of our people. We
develop practical and cost-effective solutions that result in increased efficiency and improved
financial performance for our clients.

SYSTIME has enjoyed sustained growth due to its ability to provide quality and service to its
customers at very competitive rates.

SYSTIME has made critical investments in infrastructure that enables efficient information
flows to realize the goal of reducing the time lag between identifying customer needs, and
creating and delivering a response. Leading edge infrastructure comprising of state-of-the-
art hardware and the latest software, supports performance comparable to the best
anywhere.

SYSTIME’s Mission: -

To be the leading business process and technology consulting company focused on providing
extended supply chain solutions to discrete and process manufacturing companies

SYSTIME Objectives: -

 To achieve leadership position in SAP consulting through focused expertise in industry

business processes and industry leading solutions
 To provide a unique delivery and support model to our customers that minimizes Total Cost
of Ownership

402116615.DOC PAGE 7 OF 15
 What sets SYSTIME apart
 Core-competency centered around the extended supply chain
 Clear competitive advantage – knowledge of technology, applications, industries vis-à-vis
extended supply chain gives rise to unique consulting model, tool-sets, methodologies and
associated services that generate value
 Well-established reputation as a leader in extended SC consulting as attested by a client
base that includes global leaders such as Monsanto, HSBC, Motorola
 Comprehensive on-shore and offshore services to address client needs around the
extended supply chain

Why SYSTIME is the Right partner for GMS, Shegaon

The SYSTIME Difference

To compete and innovate in this dynamic market space, companies must leverage
technology in a sophisticated manner, keeping in mind that the only certainty is change.
Since no enterprise is an island, alliances with the world’s leading IT organizations radically
improve a company’s ability to provide value. At SYSTIME, our deep industry knowledge
and extensive client engagement experience help give us a competitive edge in our SAP
practice that is matched by few. SYSTIME is accredited to the ISO 9001:2000.

Central to the rollout of new software is the ability to support and maintain it to ensure it
operates as intended. The timely resolution of system (application) related problems in
many cases determine the success of the business. SYSTIME’s recognition of this and our
experience with supporting customers, uniquely positions us to assist GMS, Shegaon in
creating the SAP implementation strategy. We believe there are several key reasons to
select SYSTIME as Client’s implementation partner:

1. Understanding GMS, Shegaon and your needs:

SYSTIME has experience-assisting clients with their implementations that operate in
discrete manufacturing industry segments. With this understanding and knowledge we will
quickly and thoroughly understand Client’s business and operations so as to ensure the
implementation is performed within the set timelines, budgets and efficiently makes use of
both Client’s and SYSTIME’s resources. Our goal is to ensure Client’s project objectives are
met.
This project provides some key opportunities for improving Client’s efficiencies. Working
closely with GMS, Shegaon we will not only assist in the implementation of SAP, but
through the implementation we will assist in streamlining GMS, Shegaon ’s operations. In
addition, we will provide customized training on SAP.
We will quickly gain an understanding of your needs related to integrating new solutions
within your current technical environment and the significant value of leveraging your current
information technology assets.

2. We know the industry and will draw on our global capabilities to assist GMS, Shegaon
. in delivering results:
As one of the world’s largest consulting companies, we have a global network of highly
skilled professionals with industry experience, information technology, and change

402116615.DOC PAGE 8 OF 15
 management skills. SYSTIME will provide a seamless team of experienced practitioners to
assist GMS, Shegaon .
As a provider of global consulting services, we have worked with a wide range of companies
worldwide (Mukund Iron, Mandovi Pellets, Chowgule Mining, Michelin, Castrol, HPCL,
British Petroleum (Belgium), Glaxo, JB Chemicals & Pharma etc.) Our knowledge repository
and experience gained from similar projects will be applied to GMS, Shegaon ’s
implementation.
Finally, SYSTIME operates as a single global company – your assurance that all our
resources, no matter where, will be committed to your success.

3. We will use proven project management tools and practices:

We will utilize proven project management practices based on our extensive experience and
capabilities in this area. We will work closely with you to establish and update appropriate
project metrics and will control project tasks, resources, durations and timelines.
We will work closely with you to establish and maintain a current list of open issues and
problems, along with their priorities, estimated times for resolution, responsible parties,
resolution description, environments affected, etc.
We will jointly develop an aggressive yet realistic implementation plan (a base plan has been
included) and will work closely with you to execute the plan using our extensive JD Edwards
expertise and industry best practices. We will identify and proactively manage project risks
and challenges, and focus on rigorously managing our work effort to meet milestones and
deliver well-defined results.

4. We will work side by side with GMS, Shegaon to transfer knowledge and provide the
foundation for continuous learning:
Continuous learning and knowledge transfer are fundamental to everything we do, and are
key components of our methodologies and working style. Knowledge transfer is a critical
component of our consulting process – and the ultimate objective we seek is to transfer
expertise. Transferring expertise is incorporated into our approach objectives and will be
explicitly managed throughout the project. An essential goal is to ensure that GMS, Shegaon
. can successfully build upon the results of this project and continually improves its expertise.

5. Finally, we will be true partners with GMS, Shegaon in this effort, as demonstrated by
the caliber of our people and our collaborative and flexible working style:
SYSTIME places great value on our people. We believe that they are the sole reason for our
long-term success. We strive to and are successful at attracting and retaining the best
people in the business and deliver superior results for our clients. We also take seriously our
collaborative and flexible working style to best meet the needs of each of our clients.
We recognize that GMS, Shegaon . and this project are both unique. Furthermore, we
fundamentally respect the skills, experience, and capabilities of GMS, Shegaon . Our
recommendation will be to deliver a SYSTIME project team that will complement the skills
and capabilities of the overall GMS, Shegaon . project team.
SYSTIME will provide the expertise and approach that will provide the lowest possible cost
and risk. We will seek to enhance GMS, Shegaon ’s internal abilities and skills to develop
manage and continuously improve its SAP systems.
Being a part of the CMS group we are in a position to provide a one-stop solution to all
GMS, Shegaon ’s hardware, networking, and FMS requirements in the most cost effective
manner.

Commercials

1. The commercial proposal for one day IT Strategy.

 Two Senior Consultants will visit GMS, Shegaon to create SAP implementation strategy.

402116615.DOC PAGE 9 OF 15
2. Charges for this phase will be Rs. 5000 per consultant ( Rs. Five Thousand )

3. The expenses towards travel, lodging, boarding etc. will be borne by GMS, Shegaon.

4. The 100% payment towards this phase will be in advance.

5. The part of this amount of the above charges will be waived off if complete end to end project is
awarded to SYSTIME as a goodwill gesture.

6. The proposal for next phases of setting up Data Center and SAP implementation would be given
later. It is an out come of our initial engagement for making the IT road map and would depend
upon the detailed scope of work arising out of this proposal.

7. For the visits between project site & any other location of GMS, Shegaon, the expenses towards
travel, lodging, boarding etc. will be borne by GMS, Shegaon .

8. This proposal is valid for one week (7) calendar days from the date of proposal.

9. In case there is an impact on project time line and therefore in project cost due to non-availability
of the required information/ response/approvals from the client side, the idle time of SYSTIME
consultants due to the above delay will be payable by the client on time and material basis

10. GMS, Shegaon shall extend the canteen facilities; provide office space and other facilities to
SYSTIME India’s consultants, to carry out the activities required for completion of the project, at
no extra cost to SYSTIME.

11. SYSTIME will need a lead-time of 2 weeks for resource mobilization from the date of a firm PO
from the client before commencement of the project.

12. Arbitration: Any dispute arising under or by virtue of this Agreement or any difference of opinion
between the Parties hereto concerning their rights and obligations under this Agreement shall be
settled amicably, failing which such dispute or difference of opinion shall be referred to arbitration
conducted in accordance with the Arbitration and Conciliation Act, 1996. Each Party shall be
entitled to nominate one arbitrator and the two (2) arbitrators so appointed shall nominate the
third arbitrator who shall act as an umpire. The venue of arbitration shall be Mumbai. The
arbitration proceedings shall be conducted and the award shall be made in English language.

402116615.DOC PAGE 10 OF 15
 The decision of the arbitrator(s) shall be a reasoned award and shall be final and binding upon
both Parties.

13. The clauses in this proposal shall be considered included in the purchase orders for services
placed by GMS, Shegaon on SYSTIME.

14. Changes and additions to this agreement have to be done in a written form and must clearly be
marked. However, the same shall be applicable if signed and accepted by both GMS, Shegaon &
SYSTIME

General Terms and Conditions

1. ENTIRE AGREEMENT. These General Terms and Conditions and the Proposal (and its
attachments) to which these General Terms and Conditions are attached (collectively, the "Agreement")
constitute the entire agreement between GMS, SHEGAON Ltd. (the "Client") to whom such Proposal
is submitted, and SYSTIME (I) Limited, India. ("SYSTIME "). If SYSTIME has commenced work in
connection with the matters described in the Proposal (and its attachments) to which these General
Terms and Conditions are attached, all provisions in this Agreement for the benefit or protection of
either party shall apply to such activities. There are no prior or contemporaneous, oral or written,
representations, understandings or agreements, which are not fully expressed in this Agreement. No
amendment, change order, waiver or discharge shall be valid unless it is in writing and signed by an
authorized representative of the party against whom such amendment, change order, waiver or
discharge is sought to be enforced. In the event of a conflict between these General Terms and
Conditions and the Proposal (and its attachments) to which they may be attached, these
General Terms and Conditions shall control.

2. RELATIONSHIP OF PARTIES. SYSTIME, in furnishing services to the Client under this Agreement,
is an independent contractor. SYSTIME does not undertake to perform any regulatory or contractual
obligation of the Client or to assume any responsibility for the Client's business or operations.
SYSTIME shall supervise, perform or cause to be performed all work to be accomplished by SYSTIME
and may call upon the expertise and/or assistance of its affiliates/subcontractors in the performance of
such services. Except as may be otherwise agreed in writing by the Client and SYSTIME, during the
term of this Agreement and for twelve (12) months thereafter, the Client shall not offer employment to or
employ, either directly or indirectly whether as an independent contractor, consultant, employee or
otherwise, any individual who is or was during the validity of the Agreement and the preceding 12
months, an employee of SYSTIME, or was involved in the performance of the Agreement. In the event
of a breach of any provision in this clause 2, SYSTIME shall have the right, without limiting any other
remedies available to it under the law, to seek an injunction, in any court having jurisdiction, enjoining
the Client from continuing its breach.

3. Taxes. There shall be added to the charges under this Agreement, and the Client shall pay to
SYSTIME, an amount equal to any taxes, levies and duties, however designated or levied, domestic or
foreign, as may be applicable to the services being rendered by SYSTIME under this Agreement,
including without limitation state and local sales and use taxes, which are paid by or are payable by
SYSTIME, plus interest and penalties, if any, exclusive, however, of Indian Corporate Income Taxes
based on the net income of SYSTIME . Should Client be required under any law or regulation of any
governmental entity or authority, domestic or foreign, to withhold or deduct any portion of the payments
due to SYSTIME, then the sum payable to SYSTIME shall be increased by the amount necessary to
yield to SYSTIME an amount equal to the sum it would have received had no withholdings or

402116615.DOC PAGE 11 OF 15
 deductions been made. Notwithstanding the two preceding sentences, SYSTIME accepts full and
exclusive liability for the payment of all employer contributions and taxes measured by the
remuneration paid to SYSTIME employees as required by all applicable local statutes, rules and
regulations.

4. WARRANTIES. SYSTIME warrants that the services provided will be performed and supervised by
qualified personnel. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, SYSTIME MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, OR
WHETHER ARISING BY OPERATION OF LAW, COURSE OF PERFORMANCE OR DEALING,
CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWISE, INCLUDING WITHOUT
LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. Except for the warranty expressly set forth in this Paragraph 4, the Client acknowledges
and agrees that it has relied on no other representations or warranties and that no other
representations or warranties have formed the basis of its acceptance of the terms of this Agreement.

5. INDEMNITY.

(a) SYSTIME and the Client each agree to indemnify, defend and hold harmless the other from and against
any and all amounts payable under any judgment, verdict or court order for death or bodily injury or the
damage to or loss or destruction of any real or tangible personal property to the extent arising out of the
inseminator’s gross negligence or willful misconduct in the performance of this Agreement.

(b) SYSTIME agrees to indemnify, defend and hold harmless the Client from and against any and all
amounts payable under any judgment, verdict or court order to the extent resulting from any third party
allegation that the work performed by SYSTIME under this Agreement infringes such third-party's
patent, copyright or trade secret. Should the Client's use of work performed by SYSTIME be
determined to have infringed, or if, in SYSTIME’s judgment, such use is likely to be infringing,
SYSTIME may, at its option: (1) procure for the Client the right to continue to use the work performed
by SYSTIME; or (2) replace or modify the work performed by SYSTIME to make its use non-infringing
while yielding substantially equivalent results. If neither of such options are or would be available on a
basis that SYSTIME finds commercially reasonable, SYSTIME may terminate this Agreement, the
Client shall return work performed to SYSTIME and SYSTIME shall refund the fees paid for the
associated services, less a reasonable allowance for use. This indemnity does not cover alleged
infringements caused by modifications to the work performed by SYSTIME that are not made by
SYSTIME or that result from the Client provided designs, specifications, data or other information or
from combination of such work with products or services not provided by SYSTIME. The accuracy and
adequacy of any Client software is exclusively the responsibility of the Client, and SYSTIME offers no
warranty or indemnity with respect to any damages or infringement arising there from.
(c) The indemnities in this Paragraph 5 are contingent upon: (1) the indemnified party promptly notifying the
indemnifying party in writing of any claim which may give rise to a claim for indemnification hereunder;
(2) the indemnifying party being allowed to control the defense and settlement of such claim; and (3)
the indemnified party cooperating with all reasonable requests of the indemnifying party (at the
indemnifying party's expense) in defending or settling such claim. The indemnified party shall have the
right, at its own option and expense, to participate in the defense of any action, suit or proceeding
relating to such a claim through a counsel of its own choosing.

(d) IT IS AGREED BY BOTH PARTIES THAT THE MAXIMUM LIABILITY OF EITHER PARTY UNDER
THIS CLAUSE 5 IS SUBJECT TO THE LIMITS OUTLINED UNDER CLAUSE 6 OF THIS
AGREEMENT.

6. LIMITATION OF LIABILITY. Other than the Client's obligations to make payments that are due and
owing under this Agreement, a party's and its affiliates' entire and collective liability arising out of or
relating to this Agreement, including without limitation on account of performance or nonperformance of
obligations hereunder, regardless of the form of the cause of action, whether in contract, tort (including
without limitation negligence), statute or otherwise, shall in no event exceed the amounts paid to
© 2001
© 2001
402116615.DOC PAGE 12 OF 15
 SYSTIME under this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, NEITHER PARTY NOR ITS AFFILIATES SHALL, UNDER ANY
CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY CLAIM
BASED UPON ANY THIRD PARTY CLAIM (EXCEPT AS PROVIDED FOR IN PARA-GRAPH 5) OR
FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL
DAMAGES OF ANY NATURE WHATSOEVER, OR FOR ANY DAMAGES ARISING OUT OF OR IN
CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOSS OF PROFIT,
INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF A
PARTY OR ITS AFFILIATES HAVE BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES
OCCURRING.
SYSTIME shall retain the right to pursue any claims against the Client for payment of sums due and
owing for services rendered under this Agreement without any limitation. No other action, regardless of
form, arising out of this Agreement may be brought by either party more than six (6) months after the
cause of action has accrued or the termination of this Agreement, whichever is earlier.

7. OWNERSHIP. Title to all written material, originated and prepared for the Client under this
Agreement, shall belong to the Client. However, SYSTIME’s working papers and SYSTIME
Confidential Information (as defined below) belong exclusively to SYSTIME. The ideas, concepts,
know-how, techniques, inventions, discoveries, improvements and other information relating to
information processing, telecommunications or business process re-engineering or design, developed
during the course of this Agreement by SYSTIME and/or Client personnel, may be used by either party,
without an obligation to account, in any way it deems appropriate, including without limitation by or for
its clients or customers, notwithstanding any provision in this Agreement to the contrary. SYSTIME is in
the business of providing consulting services and developing computer software for a wide variety of
clients and the Client understands that SYSTIME will continue these activities. Accordingly, nothing in
this Agreement shall preclude or limit SYSTIME from providing consulting services and/or developing
software or materials for itself or other clients, irrespective of the possible similarity of screen formats,
structure, organization and sequence to materials which might be delivered to the Client.

8. CONFIDENTIALITY. SYSTIME agrees that all financial, statistical, marketing and personnel data
relating to the Client's business, and other information identified as confidential by the Client, are
confidential information of the Client ("Client Confidential Information"). The Client agrees that
SYSTIME’s Business Process Evaluation methodology, Project Execution methodology and proprietary
software, tools and other methodologies, and any other information identified as confidential by
SYSTIME, are confidential information of SYSTIME ("Bristle Confidential Information"). Client
Confidential Information and SYSTIME Confidential Information are collectively referred to as
"Confidential Information." Each party shall use Confidential Information of the other party which is
disclosed to it only for the purposes of this Agreement and shall not disclose such Confidential
Information to any third party, without the other party's prior written consent, other than
To SYSTIME’s affiliates/subcontractors and to each other's employees on a need-to-know basis. Each
party agrees to take measures to protect the confidentiality of the other party's Confidential Information
that, in the aggregate, are no less protective than those measures it uses to protect the confidentiality of
its own Confidential Information, but at a minimum, each party shall take reasonable steps to advise
their employees (and, in the case of SYSTIME, its subcontractors) of the confidential nature of the
Confidential Information and of the prohibitions on copying or revealing such Confidential Information
contained herein. SYSTIME and the Client each agree to require that the other party's Confidential
Information be kept in a reasonably secure location. Notwithstanding anything to the contrary contained
in this Agreement, neither party shall be obligated to treat as confidential, or otherwise be subject to the
restrictions on use, disclosure or treatment contained in this Agreement for, any information disclosed
by the other party (the "Disclosing Party") which: (1) is rightfully known to the recipient prior to its
disclosure by the Disclosing Party; (2) is generally known or easily ascertainable by non-parties of
ordinary Skills in computer or process design or programming or in the business of the Client; (3) is
released by the Disclosing Party to any other person, firm or entity (including governmental agencies or
bureaus) without restriction; (4) is independently developed by the recipient without any reliance on

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 Confidential Information; or (5) is or later becomes publicly available without violation of this Agreement
or may be lawfully obtained by a party from any nonparty.
Neither party will be liable to the other for inadvertent or accidental disclosure of Confidential
Information if the disclosure occurs notwithstanding the party's exercise of the same level of protection
and care that such party customarily uses in safeguarding its own confidential information.

9. DELIVERABLES: Client will notify SYSTIME, in writing within ten working days of its receipt of any
SYSTIME deliverable under this Agreement, whether or not the deliverable is accepted. If the
deliverable is not accepted, the notice will specify in reasonable detail the reasons that the deliverable
fails to meet the requirements described in this Agreement in all material respects. Acceptance by
Client will not be unreasonably withheld. The passage of ten working days without notice of non-
acceptance by Client, or use by Client of the deliverable, will constitute acceptance by Client of the
deliverable. SYSTIME will take reasonable measures to remedy any failure of the deliverable to meet
the requirements described in this Agreement in all material respects. Unless otherwise specifically
agreed by SYSTIME and Client for a particular deliverable, any deliverable which has been accepted
as described above or which is used by the parties as the basis for subsequent deliverables, will be
considered to supersede (and prevail in the event of any conflict with) any preceding deliverable
created or provided pursuant to this Agreement. The parties agree that a date or schedule contained in
this Agreement is important to achieve, but nonetheless represents an estimate and will likely be
revised during the course of carrying out the services. However, SYSTIME will use all reasonably
practical and diligent efforts to achieve the date or schedule.

10. BINDING NATURE AND ASSIGNMENT. This Agreement shall be binding upon and inure solely to
the benefit of the parties hereto and their successors and permitted assigns, and nothing in this
Agreement shall confer upon any other person or entity any legal or equitable right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement, save for the parties' affiliates as
expressly provided in Paragraph 6, Limitation of Liability. Neither party may, nor shall have the power to
assign or transfer this Agreement without the prior written consent of the other party, except that
SYSTIME may without consent assign or transfer this Agreement to a successor to the business of
SYSTIME to which this Agreement relates and may utilize the services of its affiliates/subcontractors as
outlined in Clause 2. Any claim relating to the provision of services by SYSTIME, its affiliates or their
respective staff will be made against SYSTIME alone. The rights and obligations of the parties under
these General Terms and Conditions shall survive termination of this Agreement for any reason.
Without limiting the restrictions on SYSTIME contained in Paragraph 8, Confidentiality, SYSTIME may
refer to this engagement as an experience citation with its clients, prospects and promotional materials.

11. APPROVALS AND SIMILAR ACTIONS. Where agreement, approval, acceptance, consent or
similar action by the Client is required under this Agreement, such action shall not be unreasonably
delayed or withheld. SYSTIME’s work will be based upon and therefore affected by the information and
representations supplied to SYSTIME by the directors, employees and agents of the Company.
Consequently, SYSTIME shall not be responsible for any losses, damages, costs or other
consequences, if information material to their work is withheld or concealed from or misrepresented to
SYSTIME.

Further, Client shall provide SYSTIME personnel sufficient working space and access to Client
personnel and data, systems and equipment as may be reasonably required for the performance of
services by SYSTIME.

12. CHOICE OF LAW. This Agreement will be governed by and construed in accordance with the laws of
India and the Courts in Bombay.

13. Neither party shall be responsible for any failure to perform or for any delay in performance of the
terms of this Agreement where the failure or delay is due to acts of God or the public enemy, war, riot,
act of terrorism, embargo, explosion, sabotage, flood, accident; interruption or delay in transportation,
shortage or failure of supply of raw materials or finished merchandise or supplier or subcontractor
© 2001
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 performance; strikes, lockouts or other labor disturbances from whatever cause arising; enactment,
promulgation or issuance of any laws, regulations, orders or decrees of any competent governmental,
regulatory or judicial authority; or without limiting the generality of the foregoing, any other
circumstances of like or different character beyond either parties control (“Force Majeure Event”).

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