Axis Pharmacy 14 14

EULA - End User License Agreement

Lucent Axis

LICENSE AGREEMENT

Definitions:
Lucent Axis means the Company Lucent Axis., with offices at 7/400 Vikas Nagar, Lucknow 226022 U.P INDIA
Agreement means this document and its terms and conditions herein.
Information includes, but is not limited to, numerical data, text, graphics, analysis, forecasts and opinions from Lucent Axis, and the arrangement and formatting of the foregoing, regardless of delivery medium and storage.
Retainer Service means the specific package of Information and its method of access or delivery as
set forth in the attached Schedule A.
Licensee is the authorized recipient and user of the Retainer Service. The Licensee in this Agreement is Lucent Axis.
User is an individual employee or full-time contractor of the Licensee who has been authorized by Lucent Axis to have access to the Retainer Service. This Agreement allows for an limited number of Users at an limited number of business locations (Sites) as set forth in the attached Schedule B.
Agreement to Provide Service:
1.0 Service. Lucent Axis will provide the Retainer Service, as defined herein and in the attached Schedule A, to the Licensee at its Sites solely for the Licensee's internal business purposes. The Licensee is responsible for the cost of any equipment and software necessary for the receipt and use of the Retainer Service. Licensee's right to the Retainer Service is non-exclusive and specifically limited by the Schedules attached hereto.
2.0 Extended Use of Information. Licensee, from time to time and as part of the ordinary course of its business, can provide and distribute (orally, in writing, electronically or otherwise) to its customers and suppliers and for its own business applications parts of reports, presentations, press clippings, analytics, graphs, algorithms, and other publications that incorporate, utilize or display Information provided by Lucent Axis in the Retainer Service. Licensee must attribute Lucent Axis (citing Lucent Axis trademark, Information source, date of issue, and copyright notice) when extracting quoted Information. At no time may the Licensee copy (photo statically, electronically, or via facsimile) data series, analysis, forecast and opinion pieces, or any other material provided by Lucent Axis to Licensee, or systematically extract or print such items, on a routine basis and distribute such copies and/or extractions to individuals or entities who are not Users as defined in this Agreement. The above restrictions on use of Information and restrictions on the number of Users will remain in effect after termination of this Agreement or until amended by any subsequent duly executed agreement.

3.0 Disclaimer. Lucent Axis shall endeavor to ensure that all of its Information is accurate. Lucent Axis gives no warranties and makes no representations with respect to the accuracy, currency, or completeness of its Information. All representations and warranties, expressed and implied, including but not limited to any warranty of merchantability or fitness for a particular purpose are hereby expressly excluded by Lucent Axis.
Lucent Axis shall not be held liable to the Licensee or to any other party for any inaccuracies, errors, or omissions contained in its Information or for any loss of profits or special indirect or consequential damages suffered by the Licensee or any other third party, whether or not due to reliance placed by the Licensee or third party on any statements of fact, regardless of validity, or expression of opinions contained in the Information.
4.0 Sub-License. This Agreement may not be sub-licensed, assigned, or transferred without specific prior written consent of Lucent Axis; such consent shall not be unreasonably withheld.
5.0 Term and Renewal. This Agreement shall take effect June 1, 2001, and shall continue for a term of one year. This Agreement will automatically renew annually thereafter, unless written notice of intention to terminate is received from either party at least 45 calendar days prior to the annual renewal date. Cancellation may only occur on a renewal date.
6.0 Fee: In consideration for the Retainer Service granted hereunder, Licensee shall pay Lucent Axis the annual fee as set forth in the attached Schedule C. The Licensee may supplement the scope of this Agreement at any time by adding Retainer Services, Users, or Sites, in which instance Lucent Axis shall bill Licensee, and Licensee shall pay, a pro rata fee covering the revised Retainer Service through to the ensuing renewal date. Prices are subject to change at the time of renewal. Lucent Axis will notify Licensee of any such price change at least 60 calendar days prior to the annual renewal date. Licensee must pay the relevant fees within 30 calendar days from invoice receipt. Amounts not paid when due shall be subject to an interest penalty of one percent (1%) per month or, if less, the maximum rate of interest allowed by law, calculated from the due date.
7.0 Confidentiality. Lucent Axis and Licensee shall regard and preserve as confidential all information related to the business of the other party, including its pricing, product and service development, production methods, and its clients that may be obtained from any source as a result of this Agreement. The foregoing obligations shall not apply to any information that is publicly available through no fault of Licensee; is known by Licensee prior to entering into this Agreement; is independently developed by Licensee without use of the Retainer Service; or is rightfully obtained without restriction on disclosure through parties not originating in the breach of any obligation to Lucent Axis. This clause survives termination of this Agreement.
8.0 Intellectual Property Warranty. Lucent Axis represents and warrants that the Information, and other products and services provided to Licensee pursuant to this Agreement, do not infringe or misappropriate any known third-party rights in any patent, copyright, trademark, trade secret, mask work, or any other proprietary rights, and that to the best of Lucent Axis's knowledge there are currently no claims by any third party which, if upheld, would impair Lucent Axis's right to enter into this Agreement.
9.0 Force Majeure. Neither party will be under any liability for any loss or any failure to perform any obligation under this Agreement due to causes beyond their control including, but not limited to, acts of God; war; riot; civil commotion; compliance with any law or governmental order, rule regulation or direction; accident; fire; flood or storm.

The parties agree that this Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings, and other agreements, oral or written, between the parties relating to the Retainer Service and this Agreement.

This Agreement (excluding its attached Schedules, which may be modified from time to time as circumstances dictate) may not be modified, altered, or amended except by written instrument duly executed by both parties. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. The rights are cumulative and not exclusive of any other rights or remedies provided by law or otherwise.

If any provision of this Agreement is invalid, illegal, or unenforceable under any applicable statute or rule of law, it is to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible.
This Agreement and the parties' respective rights and obligations related hereto, shall be interpreted under