This is a license agreement (“Agreement”) entered into by and between Votiva (as defined hereinafter) and the undersigned licensee (“Licensee”), whereby Votiva as Licensor, according to the terms and conditions set forth herein, grants Licensee limited rights to use the Votiva Software Product and Related Materials for the period set forth herein. 1. Definitions “Enhancements” means changes and/or improvements to the Licensed Software, whether arising out of the particular Votiva Software Product configuration for the specific use of Licensee or otherwise. “Error” means, with regard to the Votiva Software Product, incorrect source code or object code which causes a reproducible failure of the Votiva Software Product to perform in all material respects with the Specifications. “Licensed Configuration” means the numbers, types and/or identifiers of users, servers and locations. “Licensed Software” means, individually and collectively, the Votiva Software Product and the Related Materials. “Modifications” means Enhancements and/or correction of Errors made by Votiva. “Object Code” means the compiled, machine-readable code for the Votiva Software Product. “Related Materials” means any electronic and/or written aids and confidential activation code, if any, developed by Votiva for the Votiva Software Product, and for which the Licensee has acquired the right of use from time to time, including any description developed by Votiva in relation to the Votiva Software Product. “Specifications” means Votiva’s published functional performance parameters of the Votiva Software Product (including, as applicable, Modifications). “Votiva” means i) the entity or group of companies consisting of Votiva Ltd. and its subsidiaries or associated companies, including any subsidiaries of such associated companies; and ii) the licensor of Votiva, if any. “Votiva Affiliates” means any legal entity that is owned by Votiva, that owns Votiva or that is under common ownership by Votiva. Ownership means control of more than a 50% interest. “Votiva Software Product” means those parts of the latest electronic unmodified standard version of Votiva’s software products as identified in Schedule A, including Modifications, corrections, improvements, Enhancements and Updates thereto provided now or later by Votiva as well as any copies, parts, translations, alterations or derivative works thereof or there from, and for which the Licensee has acquired and actually paid for the right of use from time to time. “Updates” means new versions of the Votiva Software Product released by Votiva. 1.1. Application of defined terms Where the context so admits, any words denoting the singular shall include the plural, any words denoting the plural shall include the singular, and any words denoting one gender shall include all genders. 2. License Scope 2.1. Grant of License Subject to the terms and conditions of this Agreement, Votiva hereby grants to Licensee a personal, non-transferable, non-exclusive perpetual license to use the Licensed Software pursuant to the terms of this Agreement. The Licensed Software may only be used for the Licensee’s internal purposes and accessed by Licensee’s employees and other authorized personnel and outside consultants working for Licensee, and in accordance with the Licensed Configuration, and Licensee is liable for their compliance with the terms and conditions of this Agreement. 2.2. Permitted use of License The Licensed Software is a standard product, and it shall be the sole responsibility of the Licensee to ensure that the Licensed Software’s functions comply with the Licensee’s requirements. The Licensee shall be entitled to modify and otherwise change the Object Code of the Licensed Software solely to the extent that such modification or change is required for the use and configuration of the Licensed Software as set out in this Agreement, and to the extent that the Licensee has acquired and fully paid up for such tools to make such modification or change, if so, required by Votiva. The Licensee shall be entitled to make copies of the Licensed Software i) for backup or archival purposes only and ii) to the extent that such right is given by mandatory statutory provisions, and the Licensee shall in all respects comply with such provisions. Use of the above-mentioned copies of the Licensed Software shall be subject to the terms and conditions set out in this Agreement. Licensee’s rights in the Licensed Software will be limited to those expressly granted in this Agreement. Votiva reserves all rights and licenses in and to the Licensed Software not expressly granted to Licensee under this Agreement. 3. License Fees In consideration for the granting of the license of the Licensed Software to Licensee, Licensee hereby agrees that a perpetual license fee is included in the cost of the purchase of the Licensed Software as set out in Schedule A. 4. Intellectual Property-/Copy Rights As between the parties, Votiva shall retain the full copyright, title and all other rights relating to the Licensed Software, all copies thereof, and all Modifications and Enhancements thereto. The Licensed Software is protected by copyright laws and applicable international copyright treaties and conventions. Any disregard of the rights of Votiva or its licensors, including inappropriate use of the Licensed Software, enabling third parties to copy Object Code or other parts of the Licensed Software, shall be considered a material breach of this Agreement, and shall entitle Votiva to terminate this Agreement and pursue all remedies available to it in law or in equity. Licensee covenants and agrees that it will not i) whether in whole or in part, sell, rent, lease, sublease, license, sublicense, lend, time-share, transfer, assign or provide the use of, or access to, the Licensed Software, or any portion thereof, to unlicensed persons; ii) assign, mortgage, charge or otherwise encumber either the Licensed Software or its rights under this Agreement; iii) reverse engineer, de-compile or disassemble the Licensed Software unless, and only to the extent that, such operations are permitted by mandatory statutory provisions, and the Licensee shall in all respects comply with such provisions; iv) alter, modify or create any derivative works of the Licensed Software or any portion thereof; v) except as permitted elsewhere in this Agreement, make additional copies of the Licensed Software and Related Materials or any portion thereof; and vi) obscure or remove any copyright or trademark notices from the Licensed Software. The Licensee shall ensure that users as well as any third parties, who are granted access to the Licensed Software or its source texts, accept and respect the intellectual property rights and copyrights of Votiva. 5. Third Party Rights Infringement If a third party objects to the Licensee’s use of the Licensed Software based on the claim that the use of the Licensed Software, as provided by Votiva to Licensee under this Agreement and used within the scope of this Agreement, infringes a patent or any copyright or misappropriates any trade secret (hereinafter referred to as the “Infringement Claim”), Votiva shall defend the Licensee against that Infringement Claim and shall pay all costs, damages and legal fees finally awarded by a court, provided that the Licensee immediately i) notifies Votiva of the Infringement Claim in writing as soon as he becomes aware of such Infringement Claim ii) allows to fully control the defense and any related settlement negotiations, and iii) cooperates with Votiva in the defense and any related settlement negotiations by providing Votiva with the appropriate information and assistance required for such defense or settlement. If the Licensee does not comply with the above Votiva shall be entitled, but not obligated to defend itself against the Infringement Claim at its expense, and upon notifying the Licensee that it intends to do so, Votiva shall be irrevocably authorized by the Licensee, to the extent legally possible, to assume the defense of the legal suit or proceedings brought forward against the Licensee, and Votiva shall be entitled to take legal action/proceedings or make a settlement regarding the Infringement Claim. The Licensee shall provide Votiva with the appropriate information or assistance for such defense or settlement. In the event of an Infringement Claim, Votiva shall be entitled to either i) obtain the right for the Licensee to continue to use the Licensed Software, ii) bring the infringement to an end by modifying the Licensed Software or replacing the Licensed Software with other software which has essentially and materially the same functions and functionality as the Licensed Software in question, or iii) terminate this Agreement with written notice and pay to the Licensee an amount equal to the license fee actually paid for the license to the Licensed Software by the Licensee. Votiva shall only be obliged to pay the stated amount to the Licensee, if the Infringement Claim against the Licensee is actually made within a period of five (5) years from the date of the Licensee’s signature of this Agreement. If an Infringement Claim is made against the Licensee after expiry of the stated period, Votiva shall be entitled to terminate this Agreement without payment of any amount to the Licensee. Votiva’s performance of its obligations under this section represents Votiva’s total liability and Votiva’s full obligation in relation to the Licensee as a consequence of any Infringement Claims and the Licensee shall have no other claims against Votiva as a consequence of such Infringement Claims. Votiva duty to defend against Infringement Claims shall not apply, if the Infringement Claim results from accident or abuse of the Licensed Software, or the combination, operation or use of the Licensed Software with equipment, software or data not supplied by Votiva, if a claim would not have occurred but for such combination, operation or use, or Licensee’s failure to use updated or modified Licensed Software provided by Votiva to avoid a claim. Any modification of the Licensed Software made by anyone other than Votiva shall render the above duty to defend and indemnify null and void in respect of any part of the Licensed Software which has been modified or affected by such modification. 6. Limited Warranty Votiva warrants to Licensee that the Licensed Software in its unmodified form will perform in all material respects in accordance with accompanying user Related Materials for a period of ninety (90) days from the date of receipt and any media will be free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of receipt. If the Licensee within the ninety (90) days period provides written documentation notifying that the Licensed Software does not perform in material conformance with the Related Materials and that the Licensed Software contains an Error, Votiva shall either i) deliver, free of charge, a new version of the Licensed Software without the Error, ii) correct the Error free of charge, or iii) return the license fee actually paid for the license of the Licensed Software by the Licensee. Except for the express performance warranty provided in this section 6, the licensed software is provided and licensed “as is” to the fullest extent permitted by law, and Votiva hereby disclaims all other warranties, express or implied, with respect to the licensed software to the extent allowed by law, including without limitation the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Votiva shall in no way warrant or accept other terms and conditions in relation to the Licensed Software. Accordingly, the Licensee shall not be entitled to make any claims against Votiva if the Licensed Software contains errors or inconveniences which are not covered by this Agreement and Votiva fails to correct such errors or inconveniences, or if the operation and performance of the Licensed Software are not free from interruptions or errors. The Licensee may acquire Enhancements and Updates to the extent that such Enhancements and Updates are issued by Votiva. Votiva does not warrant that the Licensee will be able to make full use of any modifications or other changes made as components in the Object Code of the Licensed Software in connection with implementation of Enhancements and Updates. The performance of Votiva’s obligations under this section represents Votiva’s total liability and Votiva’s full obligation in relation to the Licensee as a consequence of any Errors in the Licensed Software, and the Licensee shall have no other claims against Votiva as a consequence of such Errors. Error correction shall also include directions regarding business procedures or application (“Workarounds”) in compliance with which the Error has no significant effect on the Licensee’s use of the Licensed Software. This limited warranty shall not apply if the Error in the Licensed Software results from accident, abuse or misapplication. Any modification of the Licensed Software made by anyone other than Votiva shall render the above warranty null and void in respect of any part of the Licensed Software which has been modified or affected by such modification. 7. Liability Limitations Votiva and its licensors shall in no event be liable for loss or damages, direct or indirect, special, incidental, punitive or exemplary or consequential (collectively referred to as the “losses”) (which for the purpose of this agreement shall be deemed to include, but not be limited to, loss of goodwill or loss as a consequence of any other business interruption) suffered due to or in connection with this agreement or the use or performance of the licensed software or the services related thereto, notwithstanding that Votiva is notified of the possibility of such losses and notwithstanding whether the damage is caused in contract or tort to the maximum extent allowed by law, Votiva disclaims any product liability in relation to loss or damage to property which, in view of its nature, is intended for commercial use. Votiva’s total liability for loss or damage suffered or caused due to or in connection with this agreement or the use or performance of the licensed software or the services related thereto, shall not exceed the license fees actually paid for the license to the licensed software by the licensee. Votiva shall not be responsible or liable for any modifications or other changes in the licensed software or any service or support of the licensed software performed by the licensee himself or by any third parties or distributors of Votiva. Further, Votiva shall not be responsible or liable for any defects caused by external factors, including other programs, or caused by the integration of or interaction between the licensed software and the licensee’s own computer environments. Absent written prior consent from Votiva, if a licensee attempts to perform customizations on the licensed software, any express and/or implied warranties hereunder are rendered null and void. 8. Liability Exclusion Any limitation of liability set out in this Agreement shall have effect to the maximum extent allowed by law. In some states/jurisdictions mandatory statutory provisions do not allow such exclusion or limitation of liability, which may entail that the limitations stated herein do not apply to the Licensee, neither in whole nor in part. 9. Force Majeure Neither party shall be held liable for any damage sustained by the other party as a direct or indirect consequence of the non-performing party being delayed in or prevented from performing its obligations under this Agreement as a result of a force majeure situation. Force majeure situations include war and mobilization, catastrophes of nature, strikes, lockout, fire, damage to production facilities, import and export regulations and other circumstances beyond the control of the affected party. 10. Assignment Licensee shall not assign this Agreement or any rights herein without the prior written consent of Votiva, which consent may not arbitrarily be withheld. Any purported assignment without Votiva’s consent shall be deemed null and void. Votiva reserves the right to transfer its rights and obligations under this Agreement, in whole or in part, to Votiva Affiliates or to a third party. 11. Term and Termination This Agreement and the license granted by this Agreement shall commence on the date of this Agreement and shall continue in perpetuity unless terminated earlier. In the event that Licensee does not comply with the terms of this Agreement, Votiva is entitled to immediately terminate this Agreement and shall in this connection be entitled to claim damages according to applicable law and pursue all remedies available to it. Licensee may at any time terminate this Agreement without cause upon thirty (30) days prior notice in writing to Votiva. The Licensee shall not be entitled to demand repayment of the paid license fee upon such termination without cause. In case of termination, Licensee is under the obligation to promptly destroy, without compensation, the Software, including any and all backup copies hereof, and merged portions in any form, including any copy in Licensee’s computer memory or in data storage devices. 12. Waiver If either party does not exercise, or delays in exercising, any right or remedy under this Agreement or as provided by law, that failure or delay shall not constitute a waiver of that right or remedy. If a party does not exercise a right or remedy under this Agreement or as provided by law it shall not prevent that party from exercising that right or remedy again, or from exercising other rights or remedies. 13. Validity and Severability In the event that any of the provisions of this Agreement is held to be illegal, invalid or unenforceable, such provisions shall nonetheless be enforced to the fullest extent permitted by applicable law so as to reflect the original intent of the parties, and such provision shall not affect the legality and validity of the other provisions. 14. Survival Any provisions of this Agreement which, due to their nature, are intended to survive termination of this Agreement shall survive such termination and be binding on the Parties. 15. Applicable Law and Venue Licensee consents to the exclusive jurisdiction of the courts in Vietnam in connection with any legal action relating to this Agreement and agrees that the validity and interpretation of this Agreement shall be governed by the laws of the Vietnam, without giving effect to choice of law provisions, or applicable laws of Vietnam. Nothing contained herein shall prevent Votiva from seeking or obtaining injunctive relief or seek other extraordinary remedies in any court with jurisdiction. To the extent permitted by applicable law, Votiva may take concurrent injunctive proceedings in any number of jurisdictions. 16. Acceptance Upon signature of this Agreement, the Licensee hereby expressly accepts that all customer related information received by Votiva in connection with the contractual relationship, which is regulated by this Agreement, i.e. information regarding the Licensed Software, including, but not limited to, Serial No., name, address, phone no., fax no., e-mail address, URL and contact person of the Licensee and the name of the distributor of the Licensee, may be used internally within Votiva only for the purpose of internal administration of the license to the Licensed Software. 17. Priority This Agreement, received by the Licensee in hardcopy and signed in connection with the Licensee’s purchase of the Licensed Software, shall constitute the legally binding version. In the event of any conflict between the contents of this Agreement and the contents of the Agreement implemented electronically in the Licensed Software, or between the terms of this Agreement and any purchase order or other document in relation to the license granted the Agreement signed in hardcopy shall prevail and any conflict hereby shall be resolved in favor of the terms of this Agreement. 18. Entire Agreement and Signature This Agreement constitutes the sole and entire agreement between the parties, and supersedes any previous agreements, understandings and arrangements between the parties relating to the Licensed Software and Related Materials. Any amendments hereto are enforceable only if in writing and signed by each of the parties.