By accessing and browsing using and/or downloading any content, you agree and accept the Terms of Use as set forth below. LTI or Licensor will mean Larsen & Toubro Infotech Ltd. Licensee mean entity/person who access, browse and/or downloading any content posted by LTI under these terms. WHEREAS, Licensor is about to deliver to Licensee, in confidence, certain computer programs, hardware and documentation set out in Schedule A to this Agreement (collectively hereinafter referred as “Licensed Material”); WHEREAS, Licensee desires to obtain possession and use of the Licensed Material on a trial basis for the sole purpose of design studies, simulations testing, evaluating, training and educational activities at the permitted site set out in Schedule A to this Agreement (“Permitted Site”); and WHEREAS, Licensor agrees to permit Licensee to evaluate the Licensed Material for a trial period only upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and in consideration of the premises, mutual covenants, and conditions contained herein, the parties agree as follows: 1. License Grant Upon execution of this Agreement, Licensor hereby grants to Licensee a personal, non-exclusive, and nontransferable right to use the demonstration version of its Licensed Material at Permitted Site for the limited period of one (1) month from the Effective Date of this Agreement. 2. Ownership; No Copies (a) The Licensed Material, which is copyrighted and is the sole and exclusive property of Licensor, includes Licensor know-how, trade secrets, and printed or visually-perceptible materials describing the use or design of Licensor's Licensed Material. Licensee shall not in any way copy, reproduce, or transcribe for any reason whatsoever the Licensed Material or any portion thereof. (b) Licensee shall not remove any copyright or other proprietary notices from the Licensed Material. 3. Confidentiality and Non-Disclosure (a) Standard of Care. Licensee shall hold the Licensed Material in strictest confidence and maintain the confidentiality thereof using at least as great a degree of care as Licensee uses to maintain the confidentiality of its own valuable proprietary and confidential information but no less than reasonable care. Licensee will not disclose the Licensed Material to its employees, except those named in the attached schedule, or to any third party without the prior written consent of the Licensor (hereinafter referred as “Authorized Users”). The employees to whom the Licensed Material are disclosed shall be informed of this Agreement and shall agree in writing to maintain the Licensed Material in strictest confidence and not to use or disclose the Confidential Materials for any purpose whatsoever other than the evaluation contemplated by this Agreement. All obligations of confidentiality shall survive the termination of this Agreement. (b) No Tampering. Licensee shall safeguard any and all copies of the Licensed Material against unauthorized disclosure, shall not tamper with, bypass, or alter its security features or attempt to do so, and shall take all reasonable steps to ensure that the provisions of this Agreement are not violated by any person under Licensee's control or in Licensee's service. Licensee also agrees that it shall neither cause nor permit any person under its control or in its service in any way to disassemble or attempt to disassemble the Licensed Material object code. 4. Feedback: Licensee agrees to submit status regarding any testing of the Licensed Material every week beginning with the date Licensor makes the Licensed Material available to Licensee pursuant to this Agreement. Any feedback or other information that is provided to Licensor relating to the Licensed Material shall be received and treated by Licensor on a non-confidential and unrestricted basis ("Feedback"), and Licensor shall have a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable right to use Feedback for any purpose, including but not limited to, incorporation of such Feedback into the Licensed Material or other software products. 5. Term; Termination (a) Term. Unless the Licensee has entered into a license and maintenance agreement[s] with the Licensor, the Licensed Material license shall terminate one (1) month from Effective Date of this Agreement (Pilot Test Period). (b) Termination. At any time during the Pilot Test Period, Licensor shall have the right to limit, terminate, revoke, or cancel Licensee's right to use the Licensed Material upon the breach of any term of this Agreement. Licensee acknowledges that the Licensed Material is a unique, confidential, and valuable asset of Licensor, and that Licensor shall have the right to seek all equitable and legal redress that may be available to it for the breach or threatened breach of this Agreement. Licensee agrees to pay all costs and expenses, including reasonable attorneys' fees, incurred by Licensor in exercising any of its rights or remedies hereunder. (c) This Agreement shall terminate immediately if (i) any provision, covenant, or obligation of this Agreement is breached as a result of any act or failure to act of Licensee; or (ii) Licensee ceases conducting business in the ordinary course; or (iii) an assignment is made of Licensee's business for the benefit of creditors; or (iv) a receiver, trustee in bankruptcy, or like official is appointed to take all or part of said Licensee's property. 6. Return of Confidential Materials Upon termination of the Pilot Test Period or upon earlier cancellation of this Agreement as provided herein, Licensee shall: (i) discontinue all use of the Licensed Material; (ii) deliver to Licensor all the Licensed Material then in Licensee's possession or control, together with all copies thereof; (iii) erase or destroy any of the Licensed Material contained in the computer memory or data storage apparatus under the control of Licensee; (iv) remove the Licensed Material from any software in Licensee's possession or control that incorporates or uses the Licensed Material in whole or in part; and (v) warrant in writing to Licensor within 4 days after termination that all actions (i-iv) have been taken by Licensee. 7. No Warranty The Licensed Material is provided to the Licensee "as is" without warranty of any kind. LICENSOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The entire risk as to the performance or quality of the Licensed Material is solely upon Licensee. 8. Limitation of Liability IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE LICENSEE'S USE OR INABILITY TO USE THE LICENSED MATERIALS EVEN IF LICENSOR OR ITS AGENT OR LICENSOR'S EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. Non-Assignment This Agreement may not be assigned or transferred without Licenser's prior written consent. Licensee acknowledges that its rights under this License are personal. Licensee shall not sell, assign, lease, license, disclose, give, or otherwise transfer the Licensed Material or any copy thereof to any other person, Licensee shall not disclose the Licensed Material to any consultant retained by Licensee except upon the prior written consent of Licensor. 10. General Terms (a) Entire Agreement. This License, including attached Schedules, states the entire agreement between the parties and supersedes all proposals, oral or written, and all other communications between the parties relating to this agreement, No amendment or modification of this Agreement shall be made except by an instrument in writing signed by Licensor and Licensee. If Licensee issues a purchase order or other document purporting to relate to this Agreement or to the Licensed Material, such document issued by Licensee shall be considered to be for Licensee's internal use only, and the provisions contained therein shall not amend this Agreement except as may be expressly agreed to by Licensor in writing. (b) Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of India. Parties acknowledge that breach by Licensee of any of the obligations under this Agreement may cause irreparable injury to Licensor and that Licensor may seek and obtain injunctive relief against breach or threatened breach of Licensee’s obligations under this Agreement without prejudice to any other remedies which may be available to it. (c) Severability, If any provision of this Agreement shall be held to be unenforceable, such holding shall not affect the enforceability of any other provisions hereof. Waiver of any breach of this Agreement by either party shall not be considered a waiver of any other subsequent breach. (d) Notices. All notices or other communications hereunder shall be in writing, sent by the fastest possible means, provided that recipient receives hard copies forthwith. Notices shall be deemed given when delivered to the addresses specified above or such other address as may be specified in a written notice delivered in accordance with this section. (e) Force Majeure. No party shall be responsible for delays or failures in performance resulting from acts beyond the control of such party. Such acts shall include, but not be limited to, acts of God, strikes, riots, acts of war, epidemics, governmental regulations, fire, communication line failures, earthquakes, or other disasters. IN WITNESS WHEREOF, the parties hereto have set their hands and seals by an officer duly authorized as of the date first above written. Schedule A Licensed Material: Permitted Site: KP’s Sidney R. Garfield Health Care Innovation Center in Oakland, California Authorized Users: