MASTER GENAI SAAS SUBSCRIPTION AGREEMENT FOR AZURE MARKETPLACE This Master GenAI SaaS Subscription Agreement for Azure Marketplace (“Agreement”) is entered into between Genpact (UK) Limited, a private limited company having a registered address of 5th floor, 5 Merchant Square, Paddington, London W2 1AY, bearing Company No. 04217635 (“Genpact”) and you (“Client”), each a “Party” and collectively, the “Parties”, effective as of the earliest of: (i) the date that Client accepts this Agreement, (ii) the date set forth on an Order or (iii) the date on which Client downloads, install, activates, accesses, or uses the Services or Professional Services. To enter into an Order under this Agreement through the Azure Marketplace, Client must (1) have an active Microsoft account, (2) log with the Microsoft account into the Azure Marketplace and use it in accordance with the Microsoft Commercial Marketplace Terms of Use available at: https://learn.microsoft.com/en-us/legal/marketplace/marketplace-terms (excerpts of which are attached as Exhibit E hereto), and (3) accept an offer made available to Client by Genpact on the Azure Marketplace. The Parties acknowledge that Microsoft is not a party to and is not bound by this Agreement, however, Microsoft acts as Genpact’s agent or commissionaire, as applicable, for the purpose of facilitating Client purchases of Services through the Azure Marketplace. 1. DEFINITIONS 1.1 “Affiliate” means an entity that is controlled by another entity where control means ownership of more than 50% of voting securities entitled to elect managing authority. 1.2 “AI Offering” means a third-party provided generative artificial intelligence / large language model indicated on the relevant Order or SOW. 1.3 “API” means an application programming interface. 1.4 “Authorized Users” means Client’s employees authorized to Use the Service. 1.5 “Azure Marketplace” means an online store owned and operated by Microsoft that publishes listings for offers from third party publishers and Microsoft. Azure Marketplace is available at https://azuremarketplace.microsoft.com/. 1.6 “Client Data” means the data transmitted to Genpact Technology, or otherwise made available to Genpact, by or on behalf of Client but not to the extent such information is (a) independently obtained by Genpact from the public domain or publicly available data, (b) data independently derived by Genpact without use of or reference to Client Data, or (c) data obtained by Genpact from a third party not reasonably known by Genpact to owe a duty of confidentiality to Client regarding such data. 1.7 “Confidential Information” has the meaning set forth in section 5.1. 1.8 “Deliverable” means any deliverable expressly identified in the relevant Order or SOW as a Deliverable. 1.9 “Disclosing Party” has the meaning set forth in section 5.1. 1.10 “Dispute Resolution Time” has the meaning set forth in section 3.2. 1.11 “Fees” has the meaning set forth in section 3.1. 1.12 “Genpact Technology” means collectively Service(s), AI Offering, Genpact’s data, and Deliverables, if any. 1.13 “Initial Term” means the initial term of the relevant Order, as specified therein. 1.14 “Input Data” means Client Data, and other documents and information provided by Client in accordance with the relevant Order or SOW to enable Genpact to provide Service. 1.15 “Microsoft” means Microsoft Corporation and its Affiliates. 1.16 “Order” means an ordering document, based on the form set forth in Exhibit A (Order Form), for Client’s purchase of Service (and – if applicable and permitted under section 1.19 – Professional Service) from Genpact that is executed hereunder from time to time – directly between the Parties or between Client and Microsoft through the Azure Marketplace. Orders shall be deemed incorporated herein. 1.17 “Order Effective Date” means the effective date of the relevant Order. 1.18 “Output” means any data, writings, works of authorship, graphics, or other content or materials of any nature generated or derived by or on behalf of Client from AI Offering, as further specified in the relevant Order or SOW, as part of Service. 1.19 “Professional Service” means a professional service offered by Genpact in relation to the relevant Service, as further described on the relevant Order or SOW (the first option being available only in case Professional Service Fees do not exceed 10% of the total amount of the Fees due under a relevant Order). 1.20 “Professional Service Fees” means fees for Professional Service. 1.21 “Receiving Party” has the meaning set forth in section 5.1. 1.22 “Renewal Term” means a one-year renewal term of the relevant Order. 1.23 “Representative” has the meaning set forth in section 5.2. 1.24 “Service” means a SaaS cloud-based service offered by Genpact, as further described on each mutually accepted Order or SOW. 1.25 “SOW” means a statement of work, based on the form and format set forth in Exhibit C (Form Statement of Work), for Client’s purchase of Professional Service from Genpact that is executed hereunder from time to time – directly between the Parties or between Client and Microsoft through the Azure Marketplace (the latter option being available only for Clients with a billing account on the Azure Marketplace in the United States, Canada or the United Kingdom). SOWs shall be deemed incorporated herein. 1.26 “Subscription Fees” means subscription and other fees for Service. 1.27 “Subscription Term” means collectively Initial Term and all Renewal Terms, is any. 1.28 “System” has the meaning set forth in Exhibit B (Acceptable Use Policy). 1.29 “Transaction Taxes” mean all sales, use, excise, goods or services, value-added taxes, levies, duties, assessments and deductions of any nature required by law in connection with the provision or use of Genpact Technology. 1.30 “Use” means that Service may be accessed by Authorized Users solely for Client’s internal business purpose and in compliance with the terms of this Agreement. 2. SERVICES 2.1 Service. Subject to the terms and conditions of this Agreement and Client’s ongoing compliance therewith (including timely payment of all Fees), Genpact grants Client a non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, to Use the Service set forth in the relevant Order. Client agrees that its purchase of the Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Genpact with respect to future functionality or features. During the Subscription Term, Genpact will use commercially reasonable efforts to make the Service available to Client and perform in accordance with the service levels set forth in the Appendix 1 to the Order. 2.2 AI Offering. In order to be performed, the Service has a dependency on the AI Offering. The Parties agree that Genpact will obtain the relevant licenses to the AI Offering, and such costs were considered in the Subscription Fees, however, the AI Offering does not form a part of the Service. 2.3 Client Responsibilities and Usage Guidelines. Client shall be responsible for all acts and omissions of the Authorized Users and any other activity under its account on the Service. Client shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Genpact promptly of any such unauthorized access or use; (ii) comply with all applicable local, state, federal and foreign laws in using the Service; and (iii) promptly (i.e., within 48 hours of becoming aware) notify Genpact at CSIRT@genpact.com of any information security incident arising from Genpact Systems or Genpact personnel. In addition, Client shall comply with the applicable third-party hosting provider terms set forth in Exhibit B, as may be updated from time to time by Genpact with advance written notice. Input Data hosted, accessed or processed by a third party shall be subject to the information security controls and indemnification and liability terms set forth in the applicable third-party terms of use or agreement. 2.4 Restrictions. To the maximum extent permitted by applicable law, Client shall not (directly or indirectly), and shall not authorize, instruct, facilitate, or instruct any person (including Authorized Users) to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any elements of, including any underlying components of the models, algorithms, and systems, such as exfiltrating the weights of models; (ii) copy, reproduce, translate, adapt, or modify; (iii) write or develop any program based upon; (iv) sell, sublicense, transfer any rights in, use for the benefit of, or allow access to unauthorized persons to (other than to comply or as required by law, regulation or judicial or legal process); (v) transmit, store, display, distribute, or otherwise make available unlawful, infringing, harmful, or offensive (including defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable) content, data, or code to or from; (vi) use for any illegal, harmful, fraudulent, infringing or offensive purpose, including for exploitation, abuse, or to include or encourage profanity, hate speech, discrimination, or harassment; (vii) use to make decisions that may have a consequential impact on any individual’s legal position, financial position, life opportunities, employment opportunities, human rights, or result in physical or psychological injury to an individual; (viii) use to enable end users to create their own chatbots without oversight; (ix) use for ongoing surveillance or real-time or near real-time identification or persistent tracking of the individual or use for unlawful tracking, stalking, or harassment of a person; (x) use in any application or situation where that could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage; (xi) use for web scraping, web harvesting, or other data extraction methods to extract data from the AI Offering or the Service; or (xii) otherwise use except as expressly permitted hereunder, in each case of (i) – (xii), the Genpact Technology or any part thereof. 2.5 Third-Party Products and Services. Except to the extent any third-party products or services are provided by Genpact as part of the Service: (i) any acquisition by Client of third-party products or services, including but not limited to third-party applications and implementation, customization and other consulting services, and any exchange of data between Client and any third-party provider, is solely between Client and the applicable third-party provider; and (ii) Genpact does not warrant or support third-party products or services, whether or not they are designated by Genpact as "certified" or otherwise, except as specified in the SOW. No purchase or acquisition by Client of third-party products or services is required to use the Service unless specifically identified in the Order or SOW. If Client installs or enables any third-party products or services for use with the Service, Client acknowledges that Genpact may allow providers of those third-party products or services to access Input Data as required for the interoperation of such third-party products or services with the Service. Genpact shall not be responsible for any disclosure, modification or deletion of Input Data resulting from any such access by third-party products or services providers. Certain Service features that interoperate with external third-party products or services depend on the continuing availability of the relevant API and program for use with the Service. If a third party ceases to make available or support the relevant API, Genpact may cease providing such Service features without entitling Client to any refund, credit, or other compensation. Nothing contained within this section shall be deemed to extend the license granted to Client under Section 2.1 of this Agreement to any third parties. 2.6 Professional Services. Subject to Client’s timely payment of applicable Professional Service Fees, Genpact will use commercially reasonable efforts to provide to Client the Professional Service identified in the relevant SOW, if any. 2.7 Privacy and Data Security. Genpact privacy and security policies may be viewed at http://www.genpact.com/about-us/privacy. Genpact reserves the right to modify these privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Genpact from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preferences. Because the Service is a hosted, online application, Genpact or its platform as a service partner occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. Genpact will comply with the technical and organizational information security standards set forth in Exhibit D (Data Security) to the Agreement. 3. FEES; PAYMENT 3.1 Fees. Client will pay Genpact (either directly or through Microsoft with respect to any Order or SOW executed by Client through the Azure Marketplace) fees (“Fees”) of the type, amount and payment schedule set forth in each Order or SOW, as applicable. Genpact may increase the Fees for any Renewal Term upon 30 days’ written notice to Client. Genpact shall promptly inform Client if Microsoft ceases to act as Genpact’s agent or commissionaire with respect to any Order or SOW in which case the Parties will act in good faith to execute such Order or SOW directly between them to ensure continuity of provision of the Services for Client. 3.2 Payment Terms. Unless otherwise set forth on the Order, the SOW, or the applicable agreement between Client and Microsoft (the latter being applicable only in case of Orders and SOWs executed between Client and Microsoft through the Azure Marketplace): (i) all Fees are non-refundable and non-recoupable; (ii) all Subscription Fees are due and payable in United States dollars upfront and in advance for the Subscription Term on the relevant Order Effective Date, without deduction or setoff; (iii) all Professional Services Fees are due and payable within thirty (30) days from the invoice date in United States dollars, and will be invoiced in accordance with payment schedule set forth in the applicable SOW; (iv) in the event Client disputes all or any portion of an invoice, Client shall promptly pay any undisputed portions of any invoices and notify Genpact in writing of the portion of the invoice Client is disputing including providing supporting information on the dispute. The Parties shall work in good faith to promptly resolve the dispute, but in no event shall the dispute continue for longer than thirty (30) (“Dispute Resolution Time”) following Client’s initial notice to Genpact. Client’s failure to pay, including failure to pay following the Dispute Resolution Time shall be a material default. 3.3 Taxes. All Fees are stated exclusive of Transaction Taxes. Client shall be liable for all Transaction Taxes imposed on (i) Genpact Technology / the provision of Services by Genpact to Client, or (ii) the payment of Fees (directly or through Microsoft) for Genpact Technology / the provision of Services by Genpact to Client. For the avoidance of doubt, Genpact shall be responsible for all Transaction Taxes imposed on Genpact in relation to goods or services used or consumed by Genpact in the course of provision of the Services. The Fees shall be paid without any tax deduction unless a tax deduction is required by applicable law. Where a tax deduction is required by applicable law, the amount of the applicable Fees due to be paid by Client to Genpact (directly or through Microsoft) shall be increased by an amount which (after making any tax deduction) would leave an amount equal to the payment which would have been due if no tax deduction was required by applicable law. The Parties agree to cooperate with each other to enable each Party to more accurately determine its own tax liability and to minimize such liability and the tax liability of the other Party to the extent legally permissible and administratively reasonable, provided always that this does not result in material costs (including additional taxes) for the other Party. Each Party shall provide and make available in a timely manner to the other any exemption certificates, resale certificates, information forms regarding out-of-state or out-of-country sales or use of equipment, materials or services, and other information reasonably requested by the other Party. Each Party shall notify the other within a reasonable amount of time, and coordinate with the other on the response to and settlement, of any claim for taxes asserted by applicable tax authorities for which such other Party is responsible hereunder. 4. TERM AND TERMINATION 4.1 Term. This Agreement will start on the Effective Date and, unless terminated earlier in accordance with this Agreement, will continue until the last to expire or terminate Order or SOW hereunder. Each Order will start on the Order Effective Date and, unless terminated earlier in accordance with the terms hereof, will continue until the expiration of the Initial Term. Thereafter, each such Order executed directly between Genpact and Client will automatically renew for Renewal Term(s), unless either Party provides the other Party with a written notice of non-renewal at least 30 days before the expiration of the then applicable term. Any Renewal Term shall be subject to an annual increase of 3% over the Subscription Fees in place in the immediately preceding year. 4.2 Termination. Each Party may terminate this Agreement by written notice if (i) the other Party is in material breach of this Agreement, which is not cured within 30 days (10 days if breach is nonpayment of amounts owed by Client that are not being disputed or following the Dispute Resolution Time) after written notice of such breach; (ii) the other Party files for bankruptcy that is not dismissed within 90 days, is adjudicated bankrupt, or suffers any other analogous event; (iii) the AI Offering is no longer available and a mutually agreeable substitute is not available; (iv) or by Genpact by providing 30 days advance written notice of termination, in whole or in part, including terminating certain services under the Order or SOW, or in an applicable geographic area if Genpact reasonably determines there is a change in applicable law or regulation that impacts Genpact’s ability to provide such services or impacts the Genpact Technology. The Parties may terminate any SOW at any time for convenience, subject to any agreed termination fees, if applicable, by providing no less than 60 days’ notice to the non-terminating Party. 4.3 Effect of Termination. Upon the effective date of expiration or termination of this Agreement for any reason: (i) all outstanding Orders, SOWs, and access to Genpact Technology under this Agreement will automatically terminate; (ii) all outstanding payment obligations of Client under this Agreement become due and payable immediately; and (iii) Genpact shall return any Input Data in Genpact’s possession upon Client request but no later than 30 days following the effective date of termination (after which time, Genpact has no further obligation under this Agreement to store or permit retrieval of such data). The following provisions will survive the expiration or termination of this Agreement for any reason: Sections 2.4 (Restrictions), 4.3 (Effect of Termination), 5 (Confidentiality; Ownership; Data), 6 (Indemnification), 7 (Limitation of Liability), and 8 (General), and Exhibit B. 5. CONFIDENTIALITY; OWNERSHIP; DATA 5.1 Definition. “Confidential Information” means any confidential and non-public information disclosed directly or indirectly by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) pursuant to this Agreement that is either designated as “confidential” or under the circumstances of disclosure or by the nature of the information itself is reasonably understood by Receiving Party to be the confidential information of Disclosing Party. Confidential Information does not include any information which (a) is or becomes generally known and available to the public through no act or omission of Receiving Party or its Representatives (as defined below); (b) was already in Receiving Party’s or any of its Representatives’ possession at the time of disclosure by Disclosing Party without an obligation (direct or indirect) to Disclosing Party regarding such information; (c) is lawfully obtained by Receiving Party or any of its Representatives from a third party who was not known by Receiving Party to owe Disclosing Party (directly or indirectly) a duty of confidentiality regarding such information; or (d) is independently developed by or for Receiving Party or any of its Representatives without use of Disclosing Party’s Confidential Information. As between Genpact and Client, the Genpact Technology is the Confidential Information of Genpact, and the Input Data is the Confidential Information of Client. The terms (but not the existence) of this Agreement are each Party’s Confidential Information. 5.2 Use; Maintenance. Neither Party shall use Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under this Agreement. Neither Party shall disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information of the other Party, except to its affiliates and its and its affiliates’ employees, officers, directors, controlling persons, agents (including attorneys and professional advisors), service providers, of Receiving Party with a need to know for the purpose of performing its obligations or exercising its rights hereunder, to its advisors, or to its prospective investors or purchasers solely for due diligence purposes, each subject to a written obligation of confidentiality (those who receive such information, collectively, "Representatives"). Each Party will take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, Confidential Information of the other Party, and will take at least those measures that it takes to protect its own confidential information of a similar nature. Receiving Party may make any discloser compelled or required by law, regulation or judicial or legal process, provided that it will use reasonable efforts to provide timely notice to Disclosing Party of such compelled disclosure (to the extent legally permitted) to facilitate confidential treatment of Disclosing Party’s Confidential Information, and will furnish only that portion of Confidential Information that it is legally required to disclose, after exercising reasonable efforts to obtain assurance that such information will receive confidential treatment. Genpact may list Client as Genpact’s client in its promotional and marketing materials, including its website. 5.3 Input Data. Client will provide the Input Data to enable Genpact to perform the Service. Such Input Data will be processed through the AI Offering to deliver the Output. During the Subscription Term, Genpact will implement commercially reasonable security measures intended to protect the Input Data against unauthorized use, provided that Client is solely responsible for maintaining its equipment, and the timely transmission of, and (at the time of provision of the Input Data by Client) the accuracy, quality, integrity, and reliability of, the Input Data. Client will obtain and maintain all permissions or approvals, in accordance with applicable laws, as may be necessary or required to provide such Input Data and for Genpact to use the Input Data as permitted by this Agreement. Genpact may remove or restrict access to Genpact’s Technology if providing such Genpact Technology may violate applicable law, the source of such data becomes unavailable, or a third party brings or threatens legal action. 5.4 Ownership; Data. Except for the limited rights granted in this Agreement, as between Genpact and Client: (i) Genpact hereby retains all rights, title and interest, including all intellectual property rights, in and to the Genpact Technology, including all enhancements, updates, documentation, learnings, algorithms, statistical models and works developed by Genpact and any improvements thereto, and (ii) Client hereby retains all rights, title and interest, including all intellectual property rights, in and to Input Data and Output. Notwithstanding anything to the contrary, Client hereby grants to Genpact and its affiliates a worldwide, irrevocable, perpetual, royalty-free license to use the Input Data and all other data made available to Genpact (including through the Service and/or Professional Service) by or on behalf of Client to perform Genpact’s obligations hereunder. 5.5 Industry insights and benchmarking module. The Service includes an optional module with additional insights and benchmarking. Notwithstanding anything to the contrary, Genpact may, during the term and thereafter: (i) use aggregated, de-identified information, including Client Data, for benchmarking, generation of industry insights, internal analysis, and to improve or modify its products, services, and other offerings; and (ii) to disclose such information in aggregate or other de-identified form in connection with its business, provided however, in no event shall such disclosure include any personal data or be attributable or otherwise identify Client or any natural person. 6. INDEMNIFICATION 6.1 By Genpact. Genpact shall (i) defend, or at its option settle, any claim brought against Client by a third party to the extent it alleges that Client’s use of the Service as authorized in this Agreement constitutes a direct infringement of the intellectual property rights of any third party, and (ii) pay, subject to the limitations set forth in Section ‎7, damages awarded in a final judgment, (or amounts agreed in a monetary settlement), in any such claim defended by Genpact; provided that Client provides Genpact (a) prompt written notice of; (b) sole control over the defense and settlement of; and (c) all information and assistance reasonably requested by Genpact in connection with the defense or settlement of, any such claim. If any such claim is brought or threatened, Genpact may, at its sole option and expense: (i) procure for Client the right to continue to use the applicable Service; (ii) modify the Service to make it non-infringing; (iii) replace the Service with non-infringing technology having substantially similar capabilities; or (iv) if none of the foregoing is commercially practicable, terminate the applicable Service or this Agreement. Notwithstanding the foregoing, Genpact will have no liability to Client for any claim arising out of or based upon the use of the Service in combination with software, products, data, or services not provided by Genpact; Client’s failure to use the Service in accordance with this Agreement; any third-party software or technology; or any Client-provided Data. THIS SECTION ‎6.1 STATES THE ENTIRE LIABILITY OF GENPACT, AND THE EXCLUSIVE REMEDY OF CLIENT, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY GENPACT, ANY SERVICE PROVIDED BY GENPACT, THE GENPACT TECHNOLOGY, OR ANY PART THEREOF. 6.2 By Client. Notwithstanding anything to the contrary in Section ‎6.1, Client shall indemnify, defend, and hold harmless Genpact and its affiliates, directors, officers, employees, agents, and service providers from and against any claim brought against Genpact (i) alleging that the use by or on behalf of Genpact in accordance with this Agreement of any of the Client-provided Data or Genpact’s data obtained pursuant to a request from Client infringes or misappropriates any third-party rights (including any intellectual property and privacy rights) or violates any applicable laws or (ii) arising from Client’s use of the Genpact Technology (or any portion thereof) other than in accordance with this Agreement; provided that Genpact provides Client with (a) prompt written notice of; (b) sole control over the defense and settlement of; and (c) all information and assistance reasonably requested by Client in connection with the defense or settlement of, any such claim. Genpact may appear, at its own expense, through counsel reasonably acceptable to Client. 7. DISCLAIMER; LIMITATION OF LIABILITY 7.1 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GENPACT DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS OR REPORTS (INCLUDING WITH RESPECT TO ANY DATA EXTRACTION OR PROCESSING OR SUBMISSIONS OR NOTIFICATIONS), AVAILABILITY, PERFORMANCE, OR ARISING FROM THE COURSE OF DEALING OR RELIANCE. GENPACT DOES NOT WARRANT ANY THIRD-PARTY WEBSITE CONTENT OR FUNCTIONALITY OR THAT THE SERVICE OR THE AI OFFERING WILL BE ERROR-FREE OR UNINTERRUPTED. IN PARTICULAR, CLIENT HEREBY EXPRESSLY ACKNOWLEDGES THAT THE AI OFFERING IS MADE AVAILABLE ON AN “AS-IS” BASIS AND GENPACT EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATING TO THE AI OFFERING. Notwithstanding the foregoing, (i) to the extent any express warranties or indemnifications are made available by the third-party provider of the AI Offering, Genpact will, to the extent permissible, and subject to Client’s compliance with the terms of the Agreement, pass through to Client any available express warranties, including any indemnification protections; (ii) Genpact has no obligation hereunder to obtain, collect, store or use any data or information from any source. 7.2 Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES, OR LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL GENPACT’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY CLIENT UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. EXCEPT FOR ANY ACTION BY GENPACT FOR NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN 12 MONTHS AFTER THE DATE THE CLAIM AROSE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY. 8. GENERAL PROVISIONS 8.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, each Party shall have the right to assign this Agreement without such consent: (a) to any affiliated, subsidiary or parent entity, defined as any entity controlling, controlled or under common control with such Party as evidenced by ownership of greater than 50% of the equity of such entity; (b) in connection with the sale of all or substantially all of its stock or assets; and/or (c) to the surviving or resulting entity in any merger or consolidation. This Agreement shall be binding on the Parties and their respective successor and permitted assigns. 8.2 Subcontractors. Genpact may, in its discretion, delegate or subcontract performance of any portion of the Services to its affiliates and any third-party subcontractor. Genpact shall provide Client with any information reasonably requested by Client regarding any proposed third-party service provider. Genpact shall remain fully responsible and liable for the timely and proper performance of the Services hereunder even if such obligations are delegated to a third party, and for the compliance with this Agreement of any person or entity to which it delegates or subcontracts any such obligation. 8.3 Force Majeure. Except for the obligation to pay money, neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet. The delayed Party shall give the other Party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance. 8.4 Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in New York, New York, and the Parties hereby agree and consent to the exclusive jurisdiction and venue of these courts. 8.5 AI Governance Committee. Genpact and Client shall form an AI governance committee comprised of the following members: [name mix of senior and operational personnel responsible for success of value share project and who are required to drive it forward]. The AI governance committee will meet every [fill in] and be empowered to agree to such changes as required to optimize the Services and drive value for each of the Parties. 8.6 Miscellaneous. This Agreement (including the Exhibits), together with the Orders and SOWs, is the sole agreement of the Parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to said subject matter. The following order of precedence shall apply: the main body of this Agreement, Exhibits, Order, SOW. No terms of any purchase order, acknowledgement or other form provided by Client will modify this Agreement, regardless of any failure of Genpact to object to such terms. Any ambiguity in this Agreement shall be interpreted equitably without regard to which Party drafted hereof. This Agreement may only be amended by a writing signed by both Parties. This Agreement may be executed in counterparts. The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement. Any required notice shall be given in writing by customary means with receipt confirmed at the address of each Party set forth above, however, for notices to Genpact, notices to 5th floor, 5 Merchant Square, London, W2 1AY, England, Attn: Associate General Counsel, or to such other address as either Party may substitute by written notice to the other and with regards to Client. Notices will be deemed to have been given at the time of actual delivery in person, 1 day after delivery to an overnight courier service, or 3 days after deposit in the mail. The relationship between the Parties shall be that of independent contractors. Client’s affiliates may enter into separate Orders under this Agreement; provided that Client remains primarily liable under this Agreement. Waiver of any term of this Agreement or forbearance to enforce any term by either Party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision. Client will comply with all applicable laws and regulations in its performance under this Agreement, including all applicable privacy and data laws and regulations and applicable export control laws and regulations related to its use of Genpact Technology. AGREED: Client Genpact (UK) Limited By: By: Name: Name: Title: Title: Date: Date:   Exhibit A to the Agreement Order Form Order for [name of the Service] Order Effective Date: [enter] Order Number: _____ Bill to: [Client] Attn: [name] [address] [email/phone] Order Details: Service: [name and short description of the Service] Initial Term: […] Subscription Fees: […] Additional Service details: [name of the Service] Description [provide description of the Service] Process Areas [provide process areas in which the Service will be used] Solution Overview [provide solution overview] Access [provide information if Client will have access to the Service] Interface Requirements [provide interface requirements for the Service, if applicable] Technical Requirements and Dependencies [provide technical requirements and dependencies for the Service] AI Offering [if applicable, provide information on the AI Offering utilized to provide the Service, including the geographic regions in which the AI Offering will be deployed] Order Terms: If this Order is executed after the Start Date listed above, the designated Start Date shall be the Effective Date of this Order. The length of the Initial Term will then be calculated from the designated Start Date. Signing this Order constitutes Client’s agreement that its use of the Services listed above is governed solely by the terms of the Master GenAI SaaS Subscription Agreement for Azure Marketplace between Client and Genpact. All capitalized terms used, but not defined, in this Order will have the meanings ascribed to them in the Master GenAI SaaS Subscription Agreement for Azure Marketplace. By accepting a Genpact’s private offer via the Azure Marketplace that expressly references and incorporates the Order Number set forth above, Client agrees to be bound by the terms set forth in this Order. Client and Genpact further agree that (a) the acceptance of the Azure Marketplace private offer as described above shall be deemed “execution” of this Order by Client, and (b) the effective date of this Order will be the date of such acceptance by Client.   Appendix 1 to the Order: Service Levels [insert/remove the appendix, as needed]   Exhibit B to the Agreement Acceptable Use Policy Client shall not (directly or indirectly), and shall not authorize, instruct, facilitate, or instruct any person to: (i) use any Genpact Technology in connection with any activity that is illegal, that violates the rights of others, or that may be harmful to others, Genpact’s or its service providers operations or reputation (including disseminating, promoting, or facilitating child pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, Ponzi and pyramid schemes, phishing, or pharming); (ii) transmit, store, display, distribute, or otherwise make available content or other technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data (including viruses, Trojan horses, worms, time bombs, or cancelbots); (iii) use any Genpact Technology to violate the security or integrity of any network, computer, or communications system, software application, or network or computing device (each, a “System”) (including to access or use any System without permission, to monitor data or traffic on a System without permission, or to forge TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route); (iv) make network connections to any users, hosts, or networks without permission to communicate with them (including by monitoring or crawling a System that impairs or disrupts such System; inundating a target with communications requests so the target either cannot respond to legitimate traffic or responses so slowly that it becomes ineffective; interfering with the proper functioning of any System; operating network services like open proxies, open mail relays, or open recursive domain name servers; or using manual or electronic means to avoid any use limitations placed on a System such as access and storage restrictions); or (v) use any Genpact Technology to distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (including commercial advertising and information announcements). Genpact and its service providers may, but have no obligation, to investigate any violation of this AUP or misuse of any Genpact Technology. Genpact and its service providers may (1) remove, disable access to, or modify any content or resource that violates this AUP or the Agreement; (2) report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators or other appropriate third parties (including by disclosing appropriate Client information); and (3) cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this AUP. If Client becomes aware of any violation of this AUP, it will immediately notify Genpact and provide assistance, as requested, to stop or remedy the violation.   Exhibit C to the Agreement Form of Statement of Work Statement of Work for [name of the Service] Date: ____________________ SOW #: ______ This Statement of Work (“SOW”) forms part of, and is subject to the terms and conditions of, that certain Genpact Master Subscription Agreement by and between Genpact and Client dated mm/dd/yyyy (“Agreement”). Any proposed changes to the terms of the Professional Services set forth in this Statement of Work shall be negotiated in good faith and shall become effective only upon mutually agreed written amendment hereto. All capitalized terms used, but not defined, in this SOW will have the meanings ascribed to them in the Agreement. 1. Description of Professional Services; Professional Services Fees Description of the Professional Services Professional Services Fees [provide description of the Professional Services] … USD 2. Specifications and assumptions [insert specifications and assumptions with regard to the Professional Services scope] 3. Project Managers The following project managers will be responsible for all communication and management under this SOW. Genpact Client Name: Name: Contact/Title: Contact/Title: 4. Delivery Schedule [insert a Professional Services delivery schedule] 5. Payment Schedule; Payment Terms […] Travel and expenses are not included. Any required or requested travel will be pre-approved by Client and invoiced to Client on actuals. 6. Other a. Client shall provide Genpact with the materials, data, personnel and access (including, if applicable, remote access) to Client systems, premises, equipment and resources as reasonably requested by Genpact to enable provision of the Professional Services. b. Client shall reimburse Genpact for all reasonable and necessary out-of-pocket (OOP) costs and travel and expenses (T&E) incurred in connection with the provision of the Service and/or the performance of the Professional Services up to 15% of the total Fees paid and payable by Client pursuant to all Orders, including as applicable, but not limited to: licensed research resources (e.g., analyst reports or licensed database access fees), and out of town travel (e.g., airfare, taxi, rental car, lodging, meals, and incidental expenses related to out of town travel), meeting supplies, printing costs, teleconference costs, etc. OOP and T&E costs beyond 15% of the total Fees will be reimbursed to Genpact provided that such costs have been approved in writing by Client. Expenses related to travel or travel activities shall be in compliance with Client’s travel policy, which shall be made available to Genpact upon request. c. Genpact personnel may perform the Professional Services (“Remote Working Services”) from remote work locations that are locations outside the agreed service location (“Remote Work Locations”). Notwithstanding anything contained in the other provisions of the Agreement: (a) certain security requirements (including physical security and segregation requirements such as CCTV monitoring, security guards, manned perimeters, etc.) shall not apply to the provision of the Remote Working Services, (b) Client (and its representatives) shall not have physical access to the Remote Work Locations, including for purposes of audit. Parties agree that the Remote Working Services will be provided from Remote Working Locations through a mutually agreed virtualized environment such as Citrix or VDI (virtual desktop infrastructure). AGREED: Client Genpact (UK) Limited Name: Name: Title: Title: Signature: Signature: Date: Date:   Exhibit D to the Agreement Data Security Access Controls aimed to ensure ongoing confidentiality and integrity of data • Genpact has implemented control measures aimed to prevent unauthorised persons from gaining access to its data processing systems. This is accomplished by appropriate physical control measures including the following (where appropriate and/or agreed with the data controller): o secure work areas with access control o visitor management o security alarm and other reasonable physical security measures Above would be applicable only when services are delivered from Genpact premises • Genpact has implemented the below logical control measures aimed to ensure that only authorized persons use its data processing systems to the extent permitted: o policies and procedures regarding granting of access rights based on principle of least privilege and to permit only appropriate personnel to create, modify or cancel access rights of employees, agents, and subcontractors o periodic checks for removal of dormant user IDs o automatic screen lock mechanisms after reasonable time of inactivity o adoption of multi-factor authentication along with Single Sign On (SSO) and privileged/administrative access controls o access to data being separated through network segregation o dedicated team at an enterprise level overseeing cloud and application security Endpoint and Platform Security Controls Genpact has implemented the below endpoint and platform security controls including: • Vulnerability assessment and penetration testing along with appropriate remediation • All user activity is logged, monitored, tracked, and reported regularly • 24X7 real time monitoring through SIEM for system event logging • Passwords standards (e.g. password length, complexity, mandatory change at regular intervals) • Device hardening accomplished by - o Additional features from operating systems which are not required for service delivery are restricted/disabled o Use of proxy, anti-malware (e.g. NextGen EDR) solution to provide anti-malware, anti-virus protection People Centric Security Measures Genpact has implemented the below administrative measures including: • mandatory new hire orientation program (NHO), trainings and refreshers, followed by quiz along with minimum baseline score and non-compliance to these trainings leads to disciplinary proceedings e.g. revocation of access to mailboxes, work-floor where applicable • confidentiality agreements are in place for all employees with access to personal data • employees are instructed not to share their passwords and privileges with others • periodic phishing assessments on employees to gauge their preparedness for any phishing attack. Follow up training interventions aimed to ensure employees identify any suspicious email and timely report it • apart from trainings, security awareness about latest cyber threats is also imparted through regular mails, relevant information security posters, screen savers Transmission Control Genpact has implemented suitable measures aimed to prevent the personal data from being read, copied, altered or deleted by unauthorised parties during the transmission or during the transport of the data media. Measures to accomplish this include: • policies and procedures regarding the transmission, storage, deletion and disposal of data • use of next generation firewall • encryption during transit • use of secure tunnel links (VPN) where applicable • restriction for copy and export functions based on role • Intrusion Detection & Prevention (IDS & IPS) are implemented Availability and Resilience of processing systems and services Genpact implements suitable measures to ensure that personal data is protected from accidental destruction, loss, or damage. This is accomplished by: • appropriate infrastructure redundancy • backup procedures where applicable or as agreed with Client • disaster recovery and business continuity plan where applicable or as agreed with Client Handling of data Genpact, where applicable and agreed with Client, shall implement mechanisms for the below objectives: • Measures aimed at ensuring data minimization • Measures aimed at ensuring limited data retention through timely purging/deletion • Measures aimed at ensuring data quality   Exhibit E to the Agreement Excerpts from the Microsoft Commercial Marketplace Terms of Use The complete version of the Microsoft Commercial Marketplace Terms of Use is available at: https://learn.microsoft.com/en-us/legal/marketplace/marketplace-terms. 2. Accessing the Commercial Marketplace (a) Restrictions. You may access and use the Commercial Marketplace for your personal and internal business purposes. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any data or information from the Commercial Marketplace absent Microsoft permission. Microsoft reserves all rights to the Commercial Marketplace not expressly granted by Microsoft; Microsoft and Publishers (as applicable) reserve all rights to the Offers not expressly granted, whether by implication, estoppel, or otherwise. You may not: (i) circumvent or bypass any technological protection measures in or relating to the Commercial Marketplace or Offers; (ii) disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software or other aspect of the Commercial Marketplace or Offers, except and only to the extent that applicable copyright law expressly permits doing so; (iii) publish, copy, rent, lease, sell, export, import, distribute, or lend the Commercial Marketplace or Offers; or (iv) enable access to the Commercial Marketplace or Offers by unauthorized third-party applications or otherwise in a manner intended to avoid incurring fees or to circumvent usage limits or quotas. (b) Microsoft Account. You do not need a Microsoft account to access and browse the Commercial Marketplace. However, you will need a Microsoft account to purchase Offers. (c) Throttling. We may limit the number of requests that you can make to the Commercial Marketplace to protect our system or to enforce reasonable limits on your use of the Commercial Marketplace. Additionally, Publishers may place restrictions on the number of requests that you can make to their services, which may be enforced by Microsoft (“Specific Throttling”). Specific Throttling limits may be displayed on the Publisher’s content detail page for which they apply. The Specific Throttling limits may be changed at any time, with or without notice. 10. Offer Availability The Commercial Marketplace, Offers, and other materials offered through the Commercial Marketplace may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or device. If you change the location associated with your account, you may need to re-acquire the material or applications that were available to you and paid for in your previous region. 11. Changes to These Marketplace Terms (a) We may change these Marketplace Terms at any time, and will notify you of such changes by updating the last updated date. Using the Commercial Marketplace after the changes become effective means you agree to the new terms. If you do not agree to the new terms, you must stop using the Commercial Marketplace. (b) There may be times when we need to remove or change features or functionality of the Commercial Marketplace or stop providing access to an Offer (including subscription Offers) and Commercial Marketplace altogether. We may release the Commercial Marketplace or its features in a preview or beta version, which may not work correctly or in the same way the final version may work.