SOFTWARE DEVELOPMENT CONTRACT

CREATED BY:

PUBLIC WORKS DEPARTMENT(PWD)

AND

ZENFACT LTD.

BY:

TEAM 37

THE CONTRACT BETWEEN

PUBLIC WORKS DEPARTMENT

AND

ZENFACT LTD.

THE SOFTWARE DEVELOPMENT CONTRACT BETWEEN THESE 2 PARTIES WAS

THAT TO MAKE A SOFTWARE WHICH WILL BE USED FOR THE E-GOVERNANCE
BY THE DELHI GOVERNMENT TO MANAGE THE DAILY AFFAIRS OF
HOUSING,ROADS,WATER,ELECTRICITY AND WILL ALLOW THE CITIZENS TO GIVE
THEIR GRIEVANCES TO THE GOVERNMENT AND ALSO DEVELOP A SYSTEM IN
MAKIG PAYMENTS AS WELL.

SECTION 2:- In this Act the following words and expressions are used in the fol-
lowing senses, unless a contrary intention appears from the context:-

(a) When one person signifies to another his willingness to do or to abstain

from doing anything, with a view to obtaining the assent of that other to such
act or abstinence, he is said to make a proposal;
(b) When the person to whom the proposal is made signifies his assent thereto,
the proposal is said to be accepted. A proposal, when accepted, becomes a
promise;

(c) The person making the proposal is called the "promisor", and the person ac-
cepting the proposal is called the "promisee".

(d) When, at the desire of the promisor, the promise or any other person has
done or abstained from doing, or does or abstains from doing, or promises to
do or to abstain from doing, something, such act or abstinence or promise is
called a consideration for the promise;

(e) Every promise and every set of promises, forming the consideration for
each other, is an agreement;

(f) Promises which form the consideration or part of the consideration for each
other are called reciprocal promises;

(g) An agreement not enforceable by law is said to be void;

(h) An agreement enforceable by law is a contract;

(i) An agreement which is enforceable by law at the option of one or more of

the parties thereto, but not at the option of the other or others, is a voidable
contract;

() A contract which ceases to be enforceable by law becomes void when it

ceases to be enforceable.

1. DUTIES AND RESPONSIBILITIES:

The Developer shall serve as a contractor of Buyer and shall design, develop, and implement appli-
cations software (the "Software") according to the functional specifications and related information,
if any, attached hereto as Exhibit A and incorporated herein by this reference (the "Specifications")
and as more fully set forth in this Agreement. Developer acknowledges that it has been contracted
for this specific task, and that it shall report all findings and make all recommendations directly to
the management of Buyer. The Software, including all versions in either source code or object code
form, shall be delivered to Buyer not later than 15 NOVEMBER 2023.
2. INTELLECTUAL PROPERTY RIGHTS:

Developer agrees that the development of the Software is "work made for hire" within the meaning
of the Copyright Act of 1976, as amended, and that the Software shall be the sole property of
Buyer. Developer hereby assigns to Buyer, without further compensation, all of its right, title and
interest in and to the Software and any and all related patents, patent applications, copyrights, copy-
right applications, trademarks and trade names in the United States and elsewhere. Developer will
keep and maintain adequate and current written records with respect to the Software (in the form of
notes, sketches, drawings and as may otherwise be specified by Buyer), which records shall be
available to and remain the sole property of Buyer at all times. All versions of the Software shall
contain Buyer's conspicuous notice of copyright. Developer will assist Buyer in obtaining and en-
forcing patent, copyright and other forms of legal protection for the Software in any country. Upon
request, Developer will sign all applications, assignments, instruments and papers and perform all
acts necessary or desired by Buyer to assign the Software fully and completely to Buyer and to en-
able Buyer, its successors, assigns and nominees, to secure and enjoy the full and exclusive benefits
and advantages thereof. The buyer will have all the rights of the software according to the Custom
Software Development Agreement(CSDA) in which the client is signatory to the
development order form.

3. DEVELOPMENT STAFF MONITOR:

A. Developer will utilise employees and/or contractors capable of designing and implementing the
Software to be developed hereunder. All work shall be performed in a professional and workman-
like manner. Developer shall arrange for such employees and/or contractors, if any, to execute and
deliver any document or instrument reasonably requested by Buyer to reflect Buyer's ownership of
the Software or in connection with any application for patent or copyright.

B. Buyer shall have the right to reasonably observe and monitor all aspects of the performance by
Developer of its obligations hereunder and Developer shall use reasonable efforts to facilitate such
observation and monitoring. Information, functions and operations of Developer not directly related
to its obligations hereunder shall not be subject to observation and monitoring.

4. CHANGES IN SPECIFICATIONS:

Buyer may, in its sole discretion, request that changes be made to the Specifications, or other as-
pects of the Agreement and tasks associated with this Agreement. If Buyer requests such a change,
Developer will use its best efforts to implement the requested change at no additional expense to
Buyer and without delaying delivery of the Software. In the event that the proposed change will, in
the reasonable opinion of Developer, require a delay in delivery of the Software or would result in
additional expense to Buyer, then Buyer and Developer shall confer and Buyer shall, in its discre-
tion, elect either to withdraw its proposed change or require Developer to deliver the Software with
the proposed change and subject to the delay and/or additional expense.

The development will take place in 3 phases:

I. Development needs to be made for appropriate functions which will be performed by the
PWD(Public Works Department) for the people of Delhi
II. The mechanism will be further developed so that online requests of housing, road, electricity,
water maintenance will be entertained and will also allow to make requests and complaints with
incorporating a function for payments
III. The mechanism will be semi-automated in IT processes will be involved and this will help in
less reliance in PWD staff and enhance processing time and lessen human error and a BOT
function needs to be added.

5.CONFIDENTIALITY:

A. Developer acknowledges that all the material and information supplied by Buyer which has or
will come into Developer's possession or knowledge of Developer in connection with its perfor-
mance here under, is to be considered Buyer's confidential and proprietary information (the
"Confidential Information"). By way of illustration, but not as a limitation, Confidential Infor-
mation includes the Software, trade secrets, processes, data, know- how, program codes, docu-
mentation, flowcharts, algorithms, marketing plans, forecasts, unpublished financial statements,
budgets, licenses, prices, costs, and employee and customer lists. Developer's undertakings and
obligations under this Section will not apply, however, to any Confidential Information which:
B. (i) is or becomes generally known to the public through no action on Developer's part
C. (ii) is generally disclosed to third parties by Buyer without restriction on such third parties,
D. (iii) is approved for release by written authorisation of Buyer. Upon termination of this Agree-
ment or at any other time upon request, Developer will promptly deliver to Buyer all notes,
memoranda, notebooks, drawings, records, reports, files, documented source codes and other
documents (and all copies or reproductions of such materials) in its possession or under its con-
trol, whether prepared by Developer or others, which contain Confidential Information. Devel-
oper acknowledges that Confidential Information is the sole property of Buyer. Developer
 agrees that disclosure of such information to, or use by, third parties, either during or after this
Agreement, will cause Buyer irreparable damage. Developer agrees to use best efforts to hold
Confidential Information in the strictest confidence, not to make use of it other than for the per-
formance of its obligations hereunder, to release it only to the Developer's employees or con-
tractors with a need to know such information and not to release or disclose it to any other
party. Developer further agrees not to release such information to any employee or contractor
who has not signed a written agreement between Developer and the employee expressly binding
the employee not to use or disclose the Confidential Information, except as expressly permitted
herein. Buyer shall be listed as a third-party beneficiary of any such agreement. Developer will
notify Buyer in writing of any circumstances within its knowledge relating to any unauthorised
possession, use, or knowledge of such Confidential Information. At any time, upon request, the
Developer will return any such information within its possession to Buyer.

B. Developer acknowledges that Buyer's purpose in pursuing the development of the Software is to
gain a significant competitive advantage over competitors operating without such Software and that
such advantage will be jeopardised if such competitors learn of Buyer's negotiations with Developer
or the performance by Developer of its obligations hereunder. Accordingly, Developer agrees to
keep such negotiations and performance of its obligations hereunder strictly confidential and not to
disclose any information to any third party or entity without the prior written permission of Buyer.
In no event, shall Developer or any of its employees use Buyer as a reference in marketing Devel-
oper's services to any third party or entity without Buyer's prior written permission.

The contract between them will be based on the law of Guidelines issued for the Sensitive Personal
Data where the laws governing the personal data will be secured by the sections 3(36)

Sec 15- this describes the personal data as sensitive.

Sec 16-it deals with obtaining the data of children with the consent of their gaurdians

This contract also deals with the provision of Right To Privacy(Article 12 of the Universal Declara-
tion Of Human Rights Act 1948).n this Act the following words and expressions are used in the fol-
lowing senses, unless a contrary intention appears from the context:-

Sec 27-Creates a mandate for data fiduciaries processing sensitive personal data among
other categories, to conduct an impact assessment according to the provisions of the
PDPA.
The Data Protection Authority (DPA) may specify mandatory categories or circumstances
where a data protection impact assessment to ensure the safety of the data and identifica-
tion of the risks related to it. Such impact assessments, under the law, must contain re-
ports on the purpose of such processing, nature of data processed, risks to the data princi-
pal, and lastly the measures adopted, if any, to avoid and minimize those potential risks to
their sensitive personal data.

A Data Protection Officer must be appointed by the data fiduciary to review this impact as-
sessment thoroughly and submit his/her report to the Data protection authority in order to
get the data fiduciary approved for such processing of concerned data. The DPA has the
authority to approve or disapprove a data fiduciary from processing certain data based on
the report of the officer.

Section 33

This section specifies that sensitive personal data is to be transferred outside India only
under the conditions specified under subsection (1) of Section 34 of this Act but it is to be
stored strictly within the country.

Section 34

Sub-section (1) of Section 34 states that transfer of sensitive personal data outside the
country can only be done when explicit and informed consent of the data principal is ob-
tained for such transfer along with the following clauses:

Such transfer is pertaining to a lawful contract or an ‘intra-group scheme’ that has:

Made effective provisions for adequate protection of the rights of the data principal under
this Act.
Made provisions establishing liability of the data fiduciary/ controller for the damages
caused to the data principal in case such data fiduciary does not comply with the contrac-
tual provisions.

Such transfer is allowed by the Central Government, in consultation with the DPA and their
joint finding that the country or organisation of such country in question has an adequate
level of protection under the applicable laws

Section 57

The deadliest Section of the Act, defining penalties for the violations of the provisions of
any one or more sections or chapters under this Act.

A heavy fine of Rupees 5 crores or 2% of a data fiduciary’s worldwide turnover (whichever

is higher) is charged for actions in contravention to or in violation of:

Section 25: Post Data breach protocols

Section 26 (2): Registration as a data fiduciary with the DPA

Section 27: Data protection impact assessments (circumstances for such assessment,
steps, the and technicalities involved, the appointment of a DPO)

Section 29: Data audit and audit of policies and conduct

Section 30: Appointment of a significant DPO

An even heavier fine extending up to Rupees 15 crores or 4% of the worldwide turnover

(whichever is higher) is charged for violations of the provisions of:

Chapter II – Obligations and Duties of the Data Fiduciary

Chapter III – Grounds for the processing of any type of personal data without consent

Section 24 – Security safeguards strictly followed for processing and;

Chapter VII – provisions for transfer of Personal Data (sensitive or critical) outside India

6. TRAINING:
Developer shall provide Buyer and its employees with training consultations with respect to the use
of the Software as may reasonably be requested by Buyer from time to time for 100 employees after
acceptance at no additional costs to Buyer. Developer shall deliver a detailed user's manual to
Buyer on or before completion of acceptance that will enable Buyer's employees who are otherwise
unfamiliar with the Software to become adequately informed about using the software. All training
that Developer is required to provide hereunder shall be performed at such locations and at such
times as are mutually agreed to buy the parties hereto. Upon the expiration of the Training Period
and following Buyer's request, Developer will provide any support services necessary to insure
Buyer's continued use of the Software. Such services will be performed on a time and material basis
at Developer's than current hourly rates for such services.

7. WARRANTIES:
A. Developer warrants that for a period of 10 years following acceptance, the
Software will operate substantially according to the Specifications. In the
event of any breach of the warranty in this Section 9. A., in addition to any
other remedy to which Buyer may be entitled, Developer shall take all ac-
tion necessary at its expense to cause the Software to operate according to
the warranty.
B. Developer warrants that the Software will not infringe upon any copyright,
patent, trade secret or other intellectual property interest of any third party.
Developer will indemnify and hold Buyer harmless from and against all such
infringement claims, losses, suits and damages including, but not limited to,
attorney's fees and costs, and shall promptly following any bona-fide claim
of infringement correct the Software so as not to be infringing, or secure at
its own expense the right of Buyer to use the Software without infringe-
ment.

8. GOVERNING LAW:
The Governing Law is the Indian Contracts Act,1872 and the Sensitive Personal Data Guidelines
under the sections of Personal Data Protection Bill,2019 which is not still being passed by the Par-
liament.
The sections Governing the above contract are:
Section 3: The communication, acceptance and revocations of the proposals
The communication of proposals, the acceptance of proposals, and the revocation of proposals and
acceptances respectively, are deemed to be made by any act or omission of the party proposing, ac-
cepting or revoking by which he intends to communicate such proposal, acceptance or revocation,
or which has the effect of communicating it.
9. Alternate Dispute Resolution:
The contract which has formed between both the parties if not formed and delivered within the
specified time period then the place for the dispute resolution will be the court of Delhi

Public Works Department Zenfact LTD.

SIGNATURE: SIGNATURE:
11/16/2022 11/16/2022
Public Works Department ZENFACT LTD.
(PWD)