SOFTWARE LICENSE AND SUPPORT AGREEMENT

General Terms and Conditions ("GTC")

1. DEFINITIONS.

1.1 “Add-on” means any development that adds new and independent functionality, but does not modify existing REDAH functionality, and is developed using REDAH application programming interfaces or other REDAH code that allows other software products to communicate with or call on REDAH Software.

1.2 “Affiliate” means any legal entity in the Territory in which the Licensee, directly or indirectly, holds more than fifty percent (50%) of the shares or voting rights. Any such legal entity shall be considered an Affiliate for only such time as such interest is maintained.

1.3 “Agreement” means the agreement as defined in the Memorandum of Understanding.

1.4 “Business Partner” means a legal entity or individual that requires access to the Software in connection with Licensee’s internal business operations, such as customers, distributors and/or suppliers of Licensee.

1.5 “Confidential Information” means, with respect to Licensee: Licensee’s marketing and business plans and/or financial information, and with respect to REDAH : (a) the Software and Documentation and other REDAH Materials, including without limitation the following information regarding the Software: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Software; (ii) benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications, file formats; and (iii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Software; (b) the research and development or investigations of REDAH; and (c) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies. In addition, Confidential Information of either REDAH or Licensee (the party disclosing such information being the “Disclosing Party”) includes information which the Disclosing Party protects against unrestricted disclosure to others that (i) the Disclosing Party or its representatives identifies as confidential at the time of disclosure; or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure; including, without limitation, information about or concerning any third party that is disclosed under this Agreement.

1.6 “Designated Unit” means information technology devices (e.g. hard disks or central processing units) identified by Licensee pursuant to this Agreement that have been officially made known to the public as appropriate for Use or interoperation with the Software.

1.7 “Documentation” means REDAH's then-current technical and/or functional documentation which is delivered or made available to Licensee with the Software under this Agreement.

1.8 “Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

1.9 “Modification” means (i) a change to the delivered source code or metadata; or (ii) any development, other than a change to the delivered source code or metadata, that customizes, enhances, or changes existing functionality of the Software including, but not limited to, the creation of any new application program interfaces, alternative user interfaces or the extension of REDAH data structures; or (iii) any other change to the Software (other than an Add-on) utilizing or incorporating any REDAH Materials (defined below).

1.10 “REDAH Materials” means any software, programs, tools, systems, data or other materials made available by REDAH to Licensee prior to or in the course of the performance under this Agreement including, but not limited to, the Software and Documentation, as well as any information, materials or feedback provided by Licensee to REDAH relating to the Software and Documentation.

1.11 “REDAH Support” means REDAH’s then-current REDAH support offering made available to Licensee, as stated in the applicable Memorandum of Understanding and made a part hereof.

1.12 “Software” means (i) any and all software products licensed to Licensee under this Agreement as specified in Memorandum of Understandings hereto, all as developed by or for REDAH, REDAH and/or any of their affiliated companies and delivered to Licensee hereunder; (ii) any new releases, updates or versions thereof made available through unrestricted shipment pursuant to REDAH Support or warranty obligation and (iii) any complete or partial copies of any of the foregoing.

1.13 “Memorandum of Understanding” means the Memorandum of Understanding between REDAH and the Licensee for the Software, Third Party Software and related REDAH Support to the Licensee, including information on Software, Third Party Software, REDAH Support, fees, and other information necessary for the delivery of such items to Licensee.

1.14 “Territory” means the territory stated in the Memorandum of Understanding.

1.15 “Third Party Software” means (i) any and all software products and content licensed to Licensee under this Agreement as specified in Memorandum of Understandings hereto, all as developed by companies other than REDAH and/or any of their affiliated companies and delivered to Licensee hereunder; (ii) any new releases, updates or versions thereof made available through REDAH Support or warranty obligations and (iii) any complete or partial copies of any of the foregoing.

1.16 “Use” means to activate the processing capabilities of the Software, load, execute, access, employ the Software, or display information resulting from such capabilities.

1.17 “Use Terms” means the Software Use Rights document as defined in the Memorandum of Understanding.

2. LICENSE GRANT.

2.1 License.

2.1.1 Subject to Licensee’s compliance with all the terms and conditions of this Agreement, REDAH grants to Licensee a non-exclusive and non-transferable license to Use the Software, Documentation, and other REDAH Materials at specified site(s) within the Territory to run Licensee’s and its Affiliates’ internal business operations (including customer back-up and passive disaster recovery) and to provide internal training and testing for such internal business operations, unless terminated in accordance with the terms of this Agreement. Licensee may make Modifications and/or Add-ons to the Software in furtherance of its permitted Use under this Agreement, and shall be permitted to use Modifications and Add-ons with the Software in accordance with this Section 2.1.1 and Section 6.3. Licensee shall not: (i) use the REDAH Materials to provide services to third parties (e.g., business process outsourcing, service bureau applications or third party training) other than to Affiliates (subject to Section 2.2);

(ii) lease, loan, resell, sublicense or otherwise distribute the REDAH Materials, other than distribution to Affiliates (subject to Section 2.2);

(iii) distribute or publish keycode(s); (iv) make any Use of or perform any acts with respect to the REDAH Materials other than as expressly permitted in accordance with the terms of this Agreement; (v) use Software components other than those specifically identified in the Memorandum of Understanding, even if it is also technically possible for Licensee to access other Software components. Licensee may permit Business Partners to Use the Software only through screen access, solely in conjunction with Licensee’s Use, and may not Use the Software to run any of Business Partners’ business operations.

2.1.2 Licensee agrees to install the Software only on Designated Units located at Licensee’s facilities and in Licensee’s direct possession. With advance written notice to REDAH, the information technology devices may also be located in the facilities of an Affiliate and be in the Affiliate’s direct possession. Licensee must be appropriately licensed as stated in the Use Terms for any individuals that Use the Software, including employees or agents of Affiliates and Business Partners. Use may occur by way of an interface delivered with or as a part of the Software, a Licensee or third-party interface, or another intermediary system. If Licensee receives licensed Software that replaces previously licensed Software, its rights under this Agreement with regard to the previously licensed Software end when it deploys the replacement Software for Use on productive systems, following a reasonable testing period. At the date the rights to the previously licensed Software end, Licensee shall comply with Section 5.2 of this Agreement with respect to such previously licensed Software.

2.1.3 The terms and conditions of this Agreement relative to “Software” apply to Third Party Software except (i) Licensee shall not make Modifications and/or Add-ons to Third Party Software or otherwise modify Third Party Software unless expressly authorized by REDAH; and (ii) subject to Section 12.9, as otherwise stated in the Use Terms.

2.2 Affiliate Use. Affiliates’ Use of the Software, Documentation and other REDAH Materials to run their internal business operations as permitted under Section 2.1.1 is subject to the following: (i) Licensee ensures that each Affiliate agree, in writing, to comply with the terms of this Agreement; and (ii) a breach of the Agreement terms by an Affiliate shall be considered a breach by Licensee hereunder. If Licensee has an Affiliate or subsidiary with a separate license or support agreement for REDAH software with REDAH, any REDAH affiliate (including REDAH) or any other distributor of REDAH software, the Software shall not be Used to run such Affiliate’s or subsidiary’s business operations and such Affiliate or subsidiary shall not receive any support services under this Agreement even if such separate agreement has expired or is terminated, unless otherwise agreed to in writing by the parties.

2.3 Services Providers. With REDAH’s prior written consent, Licensee may permit services providers to access the Software solely for the purpose of providing facility, implementation, systems, application management or disaster recovery services to Licensee in connection with the business of Licensee for which the Software is herein licensed provided: (i) these rights will continue only while Licensee and such services provider have in place a written agreement that includes provisions requiring such services provider’s compliance with the terms of this Agreement prior to such access, including without limitation non-disclosure of REDAH Confidential Information; (ii) Licensee must be appropriately licensed for all employees of such services provider authorized to access the Software; (iii) such services provider shall be permitted to Use the Software solely to install and configure the Software in accordance with the business of Licensee as set forth herein (or in the case of a disaster recovery vendor, to provide disaster recovery services only); (iv) under no circumstances may such services provider Use the Software to operate or provide processing services to Licensee or any other party, or in connection with such services provider’s own business operations; (v) Licensee shall be responsible for any additional Software, migration tools, or third party software needed to effect such transition; and (vi) Licensee expressly agrees to indemnify REDAH, its officers, employees, agents and subcontractors from and against all claims, liabilities, losses, damages and costs (including reasonable attorney fees) suffered by REDAH arising from a breach by the services provider of the conditions of this Agreement. Upon REDAH request, Licensee shall provide written confirmation to REDAH that items (i)-(iv) are fulfilled.

3. VERIFICATION.

REDAH shall be permitted to audit at least once bi-annually and in accordance with REDAH standard procedures, which may include on-site and/or remote audit) the usage of the REDAH Materials. Licensee shall cooperate reasonably in the conduct of such audits. In the event an audit reveals that (i) Licensee underpaid license fees and/or REDAH Support fees to REDAH and/or (ii) that Licensee has Used the Software in excess of the license quantities or levels stated in the Memorandum of Understanding, Licensee shall pay such underpaid fees and/or for such excess usage based on the then-current REDAH price list, terms and conditions in effect at the time of the audit, and shall execute an additional Memorandum of Understanding to affect the required licensing of any additional quantities or levels. Reasonable costs of REDAH’s audit shall be paid by Licensee if the audit results indicate usage in excess of the licensed quantities or levels. REDAH reserves all rights at law and equity with respect to both Licensees’ underpayment of License fees or REDAH Support fees and usage in excess of the license quantities or levels.

4. PRICE AND PAYMENT.

4.1 Fees. Licensee shall pay to REDAH the software license fees and the support fees as specified in the Memorandum of Understandings. Any fees not paid when due shall accrue interest at the rate of 2% (Two percent) above the prime rate, as quoted or published by the Bank of Uganda, per annum, but not to exceed the maximum amount as allowed by law. Licensee fees include costs of initial delivery and packaging for physical courier. In cases of electronic delivery, REDAH makes the Software available for download from a network at its own cost, and Licensee is responsible for the cost of downloading the Software. Licensee acknowledges that a purchase order is for administrative convenience only and that Licensor has the right to issue an invoice and collect payment without a corresponding purchase order.

4.2 Taxes. Fees and other charges described in this Agreement do not include VAT, or similar taxes (“Tax(es)”) now or hereafter levied, all of which shall be for Licensee’s account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to REDAH prior to the execution of this Agreement. If REDAH is required to pay Taxes, Licensee shall reimburse REDAH for such amounts. Licensee hereby agrees to indemnify REDAH for any Taxes and related costs, interest and penalties paid or payable by REDAH.

5. TERM.

5.1 Term. This Agreement and the license granted hereunder shall become effective as of the date first set forth in the applicable Memorandum of Understanding and shall continue in effect thereafter unless terminated upon the earliest to occur of the following: (i) thirty days after Licensee gives REDAH written notice of Licensee's direction to terminate this Agreement, for any reason, but only after payment of all License and REDAH Support fees then due and owing; (ii) thirty days after REDAH gives Licensee written notice of Licensee's material breach of any provision of the Agreement (other than Licensee's breach of its obligations under Sections 6, 10 or 11, which breach shall result in immediate termination), including Licensee’s failure to pay any money due hereunder, unless Licensee has cured such breach during such thirty day period; (iii) immediately if Licensee files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors. For the avoidance of any doubt, termination of the Agreement shall strictly apply to all Software licensed under the Agreement, its appendices, schedules, addenda and order documents and any partial termination of the Agreement by Licensee shall not be permitted in respect of any part of the Agreement, its appendices, schedules, addenda, order documents.

5.2 End of Term Duties. Upon any termination hereunder, Licensee and its Affiliates shall immediately cease Use of all REDAH Materials and Confidential Information. Within thirty (30) days after any termination, Licensee shall irretrievably destroy or upon REDAH’s request deliver to REDAH all copies of the REDAH Materials and Confidential Information in every form, except to the extent it is legally required to keep it for a longer period in which case such return or destruction shall occur at the end of such period. Licensee must certify to REDAH in writing that it has satisfied its obligations under this Section 5.2. Licensee agrees to certify in writing to REDAH that it and each of its Affiliates has performed the foregoing. Sections 3, 4, 5.2, 6, 7.2, 8, 9, 10, 12.4, 12.5, 12.6 and 12.8 shall survive such termination.

In the event of any termination hereunder, Licensee shall not be entitled to any refund of any payments made by Licensee. Termination shall not relieve Licensee from its obligation to pay fees that remain unpaid.

6. INTELLECTUAL PROPERTY RIGHTS.

6.1 Reservation of Rights. The REDAH Materials, and all Intellectual Property Rights embodied therein, shall be the sole and exclusive property of REDAH, REDAH SE (the parent company of REDAH) or its or their licensors, subject to any rights expressly granted to Licensee in Section 2 and 6.3 herein. Except for the rights set forth in Sections 2 and 6.3 herein, Licensee is not permitted to modify or otherwise make derivative works of the Software or other REDAH Materials.

6.2 Protection of Rights. Licensee shall not copy, translate, disassemble, decompile, nor reverse engineer the Software or other REDAH Materials. Licensee shall not create or attempt to create the source code from the object code of the Software or other REDAH Materials. Licensee is permitted to back up data in accordance with good information technology practice and for this purpose to create the necessary backup copies of the Software. Backup copies on transportable discs or other data media must be marked as backup copies and bear the same copyright and authorship notice as the original discs or other data media, unless technically infeasible.

Licensee must not change or remove REDAH’s copyright and authorship notices.

6.3 Modifications/Add-ons.

6.3.1 Licensee shall comply with REDAH’s registration procedure prior to making Modifications or Add-ons. All Modifications and all rights associated therewith shall be the exclusive property of REDAH, REDAH SE or its or their licensors. All Add-ons developed by REDAH (either independently or jointly with Licensee) and all rights associated therewith shall be the exclusive property of REDAH, REDAH SE or its or their licensors. Licensee agrees to execute those documents reasonably necessary to secure REDAH’s rights in the foregoing Modifications and Add-ons. All Add-ons developed by or on behalf of Licensee without REDAH’s participation (“Licensee Add-on”), and all rights associated therewith, shall be the exclusive property of Licensee subject to REDAH’s rights in and to the Software and REDAH Materials; provided, Licensee shall not commercialize, market, distribute, license, sublicense, transfer, assign or otherwise alienate any such Licensee Addons. REDAH retains the right to independently develop its own Modifications or Add-ons to the Software, and Licensee agrees not to take any action that would limit REDAH’s sale, assignment, licensing or use of its own Software or Modifications or Add-ons thereto.

6.3.2 Any Modification developed by or on behalf of Licensee without REDAH’s participation or Licensee Add-on must not (and subject to other limitations set forth herein): enable the bypassing or circumventing any of the restrictions set forth in this Agreement and/or provide Licensee with access to the Software to which Licensee is not directly licensed; nor unreasonably impair, degrade or reduce the performance or security of the Software; nor render or provide any information concerning REDAH software license terms, Software, or any other information related to REDAH Materials.

6.3.3 Licensee covenants, on behalf of itself and its successors and assigns, not to assert against REDAH or its affiliated companies, or their resellers, distributors, suppliers, commercial partners and customers, any rights in any (i) Licensee Add-ons or Modifications, or (ii) other functionality of the REDAH Software accessed by such Licensee Add-ons or Modifications.

7. PERFORMANCE WARRANTY.

7.1 Warranty. REDAH warrants that the Software will substantially conform to the specifications contained in the Documentation for six months following delivery. The warranty shall not apply: (i) if the Software is not used in accordance with the Documentation; or (ii) if the defect is caused by a Modification or Add-on (other than a Modification or Add-on made by REDAH and which is provided through REDAH Support or under warranty), Licensee or third-party software; or (iii) to any Licensee unlicensed activities. REDAH does not warrant that the Software will operate uninterrupted or that it will be free from minor defects or errors that do not materially affect such performance, or that the applications contained in the Software are designed to meet all of Licensee's business requirements. Provided Licensee notifies REDAH in writing with a specific description of the Software’s nonconformance within the warranty period and REDAH validates the existence of such nonconformance, REDAH will, at its option: a) repair or replace the nonconforming Software, or b) refund the license fees paid for the applicable nonconforming Software in exchange for a return of such nonconforming Software. This is Licensee’s sole and exclusive remedy under this warranty.

7.2 Express Disclaimer. REDAH AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENTTHAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.

8. THIRD PARTY CLAIMS.

8.1 Infringement and Defence Defence of Licensee. REDAH shall defend Licensee against claims brought against Licensee in the Territory by any third party alleging that Licensee's Use of the Software, in accordance with the terms and conditions of this Agreement, constitutes a direct infringement or misappropriation of such third party’s patent claim(s), copyright or trade secret rights, and REDAH will pay damages finally awarded against Licensee (or the amount of any settlement REDAH enters into) with respect to such claims. This obligation of REDAH shall not apply if the alleged infringement or misappropriation results from (i) Use of the Software in conjunction with any other software; (ii) Use of the Software with an apparatus other than a Designated Unit; (iii) failure to promptly use an update provided by REDAH if such infringement or misappropriation could have been avoided by use of the update; or (iv) any Use not permitted by this Agreement. This obligation of REDAH also shall not apply if Licensee fails to timely notify REDAH in writing of any such claim; however Licensee’s failure to provide or delay in providing such notice shall not relieve REDAH of its obligations under this Section except to the extent REDAH is prejudiced by Licensee’s failure to provide or delay in providing such notice. REDAH is permitted to control fully the defence and any settlement of any such claim as long as such settlement shall not include a financial obligation on or admission of liability by Licensee. In the event Licensee declines REDAH’s proffered defence , or otherwise fails to give full control of the defence to REDAH’s designated counsel, then Licensee waives REDAH’s obligations under this Section 8.1. Licensee shall reasonably cooperate in the defence of such claim and may appear, at its own expense, through counsel reasonably acceptable to REDAH. REDAH expressly reserves the right to cease such defence of any claim(s) in the event the Software is no longer alleged to infringe or misappropriate, or is held not to infringe or misappropriate, the third party’s rights. REDAH may settle or mitigate damages from any claim or potential claim by substituting alternative substantially equivalent non-infringing programs and supporting documentation for the Software. Licensee shall not undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation of the Software that is prejudicial to REDAH’s rights.

8.2 THE PROVISIONS OF THIS SECTION 8 STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF REDAH AND ITS LICENSORS TO LICENSEE, AND IS LICENSEE'S SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MIREDAHPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

9. LIMITATIONS OF LIABILITY.

9.1 Not Responsible. REDAH and its licensors will not be responsible under this Agreement (i) if the Software is not used in accordance with the Documentation; or (ii) if the defect or liability is caused by Licensee, a Modification or Add-on (other than a Modification or Add-on made by REDAH which is provided through REDAH Support or under warranty), or third-party software; or (iii) if the Software is used in conjunction with any third party software for which the Licensee lacks sufficient rights from the third party vendor for such use; or (iv) for any Licensee activities not permitted under this Agreement. REDAH AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM INHERENTLY DANGEROUS USE OF THE SOFTWARE AND/OR THIRD-PARTY SOFTWARE LICENSED HEREUNDER.

9.2 Exclusion of Damages; Limitation of Liability. ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, EXCEPT FOR (I) DAMAGES RESULTING FROM (a) UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION; OR (b) DEATH OR PERSONAL INJURY ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE OR ARISING FROM EITHER PARTY’S WILLFUL MISCONDUCT; OR (II) REDAH’S OBLIGATIONS UNDER SECTION 8.1; OR (III) REDAH’S RIGHT TO COLLECT UNPAID FEES, UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL REDAH, ITS LICENSORS OR LICENSEE BE LIABLE TO EACH OTHER OR ANY OTHER PERSON OR ENTITY FOR AN AMOUNT IN EXCESS OF THE PAID LICENSE FEES FOR THE SOFTWARE DIRECTLY CAUSING THE DAMAGES OR BE LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ATTORNEYS’ FEES, COURT COSTS, INTEREST OR EXEMPLARY OR PUNITIVE DAMAGES.

9.3 Exclusions and Limitations for Third Party Software. SUBJECT TO THE EXCLUSION OF DAMAGES STATED IN SECTION 9.2 AND WITH RESPECT TO THIRD PARTY SOFTWARE, UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL REDAH OR ITS LICENSORS’ BE LIABLE FOR AN AMOUNT IN EXCESS OF THE PAID LICENSE FEES FOR THE THIRD PARTY SOFTWARE DIRECTLY CAUSING THE DAMAGES.

9.4 The provisions of this Agreement allocate the risks between REDAH and Licensee. The license fees reflect this allocation of risk and the limitations of liability herein.

10. CONFIDENTIALITY.

10.1 Use of Confidential Information. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party : (a) shall take all Reasonable Steps (defined below) to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than its bona fide individuals whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder, and who are under obligations of confidentiality substantially similar to those set forth herein. As used herein “Reasonable Steps” means those steps the receiving party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.

10.2 Exceptions. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of restriction; or (d) the disclosing party agrees in writing is free of such restrictions.

10.3 Confidential Terms and Conditions; Publicity. Licensee shall not disclose the terms and conditions of this Agreement or the pricing contained herein to any third party. Neither party shall use the name of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except that Licensee agrees that REDAH and its affiliated companies may use Licensee's name in customer listings or, at times mutually agreeable to the parties, as part of REDAH's marketing efforts (including without limitation reference calls and stories, press testimonials, site visits). REDAH will make reasonable efforts to avoid having the reference activities unreasonably interfere with Licensee's business. Licensee agrees that REDAH may share information about Licensee with its affiliated companies for marketing and other business purposes and that Licensee has secured permission from its employees to allow REDAH to share business contact information with its affiliated companies.

11. ASSIGNMENT. Licensee may not, without REDAH's prior written consent, assign, delegate, pledge, or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, or the REDAH Materials or REDAH Confidential Information, to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. REDAH may assign this Agreement to any of its affiliated companies.

12. GENERAL PROVISIONS.

12.1 Severability. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.

12.2 No Waiver. If either party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.

12.3 Counterparts. This Agreement may be signed in two counterparts, each of which shall be deemed an original and which shall together constitute one Agreement. Both parties agree that this Agreement and its signature can be established in electronic form (sending by facsimile, scanned copy sent via e-mail, or electronic signature by using means implemented by REDAH – for example DocuSign) and that, in electronic form, they shall be deemed originals.

12.4 Regulatory Matters. The Software, Documentation and REDAH Materials are subject to the export control laws of various countries, including without limit the laws of the Uganda . Licensee agrees that it will not submit the Software, Documentation or other REDAH Materials to any government agency for licensing consideration or other regulatory approval without the prior written consent of REDAH, and will not export the Software, Documentation and REDAH Materials to countries, persons or entities prohibited by such laws. Licensee shall also be responsible for complying with all applicable governmental regulations of the country where Licensee is registered, and any foreign countries with respect to the use of the Software, Documentation or other REDAH Materials by Licensee and/or its Affiliates.

12.5 Governing Law; Limitations Period. This Agreement and any claims arising out of or relating to this Agreement and its subject matter shall be governed by and construed under the laws of the Republic of Uganda, without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Ugandan law, rules, and regulations, Ugandan law, rules, and regulations shall prevail and govern. All disputes will be subject to the exclusive jurisdiction of the courts located in Uganda. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Uniform Computer Information Transactions Act as enacted shall not apply. Licensee must initiate a cause of action for any claim(s) arising out of or relating to this Agreement and its subject matter within one (1) year from the date when Licensee knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).

12.6 Notices. All notices or reports which are required or may be given pursuant to this Agreement shall be in writing and shall be deemed duly given when delivered to the respective executive offices of REDAH and Licensee at the addresses first set forth in any Memorandum of Understanding. Where in this Article 12.6 or elsewhere in this Agreement a written form is required, except for any notice of termination or notice of a material breach which shall occur by exchange of letter(s), that requirement can be met by facsimile transmission, exchange of letters or other written form, including email.

12.7 Force Majeure. Any delay or non-performance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.

12.8 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between REDAH and Licensee, and all previous representations, discussions, and writings are merged in, and superseded by this Agreement and the parties disclaim any reliance on any such representations, discussions and writings. This Agreement may be modified only by a writing signed by both parties. This Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order or other document furnished by Licensee to REDAH. This Agreement shall prevail over any additional, conflicting or inconsistent terms and conditions which may appear in any clickwrap end user agreement included in the Software.

Signatures sent by electronic means (facsimile or scanned and sent via e-mail) shall be deemed original signatures. The Agreement does not create any partnership, joint venture or principal-and-agent relationship.

12.9 Hierarchy. The following order of precedence shall be applied in the event of conflict or inconsistency between provisions of the components of this Agreement: (i) the Memorandum of Understanding; (ii) the Schedules; (iii) the GTC; and (iv) the Use Terms; except with respect to third party pass-through terms for Third Party Software stated in the Use Terms, in which case the Use Terms prevail over any conflict or inconsistency in any component of this GTC solely with respect to such third party pass-through terms.