SafeScrypt TM IPSec OnSite SM Agreement

THIS SAFESCRYPT IPSEC ONSITE SM AGREEMENT ("AGREEMENT") IS ENTERED INTO BETWEEN SAFESCRYPT LIMITED ("SAFESCRYPT"), AND THE ENTITY EXECUTING THIS AGREEMENT ("CUSTOMER"). CUSTOMER MUST READ THIS AGREEMENT CAREFULLY. BY CLICKING "ACCEPT" BELOW OR BY ACCEPTING A CERTIFICATE, CUSTOMER AGREES TO BECOME A PARTY TO, AND BE BOUND BY, THE TERMS OF THIS AGREEMENT. BY CLICKING "DECLINE" BELOW, CUSTOMER INDICATES THAT IT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, AND WILL NOT BE AN SAFESCRYPT CUSTOMER.

BACKGROUND

Customer wishes to issue, manage, suspend, revoke, and/or renew digital certificates ("Certificates") branded with its trade name based on applications submitted to, validated, and approved by Customer. Customer wishes to outsource to SafeScrypt the functions of issuing, managing, revoking, and/or renewing such Certificates. Customer wishes to retain for itself the functions of validating and approving applications for Certificates ("Certificate Applications"), and instructing revocation or renewal of Certificates.

AGREEMENT

1. Definitions. "OnSite Administrator" means a person appointed by Customer as administrator of the program described herein. "OnSite Administrator's Certificate" means a Certificate issued by SafeScrypt to the OnSite Administrator, which allows the OnSite Administrator to perform the functions described in Section 2. "Erroneous Issuance" means (a) issuance of a Certificate to a Person other than the one named as the subject of the Certificate or (b) issuance of a Certificate without the authorization of the person named as the subject of such Certificate. "Impersonation" means requesting and being issued a Certificate based on false or falsified information relating to naming or identity.

2. Customer's Duties.

2.1 Appointments. Customer shall appoint one or more authorized Customer employees as OnSite Administrator(s). Upon approval of the Certificate Application(s) of the OnSite Administrator(s), SafeScrypt shall issue an OnSite Administrator Certificate to each such OnSite Administrator.

2.2 OnSite Administrator's Functions. Customer, through its OnSite Administrator(s), shall validate the information in Certificate Applications, approve or reject such Certificate Applications, use hardware and software designated by SafeScrypt, and instruct SafeScrypt to revoke Certificates. Upon Customer's approval of a Certificate Application, SafeScrypt (a) shall be entitled to rely upon the correctness of the information in each such approved Certificate Application, and (b) shall issue a Certificate to the Certificate Applicant submitting such Certificate Application. Customer shall transmit to SafeScrypt any requests it may have for revocation of Certificates issued by Customer. If an OnSite Administrator ceases to have the authority to act as OnSite Administrator on behalf of Customer, Customer shall promptly request revocation of the OnSite Administrator Certificate of such OnSite Administrator.

3. SafeScrypt's Duties. SafeScrypt shall issue, manage, suspend, revoke, and/or renew Certificates in accordance with the instructions provided by Customer's OnSite Administrator(s).

4. Service Fees. Customer shall pay SafeScrypt the then current applicable Service Fees corresponding to the Customer's selected volume of Certificates. Customer shall pay any and all applicable sales taxes or similar charges.

5. Confidentiality.

5.1 Confidential Information. "Confidential Information" means any confidential or other proprietary information disclosed by one party to the other under this Agreement, except information that:

(a) is public knowledge at the time of disclosure, (b) was known by the receiving party before disclosure by the disclosing party, or becomes public knowledge or otherwise known to the receiving party after such disclosure, other than by breach of a confidentiality obligation, or (c) is independently developed by the receiving party.

5.2 Protection of Confidential Information. The receiving party shall (a) not disclose the Confidential Information to any third party except where required by any Court, Tribunal or Government Authorities which have the powers to compel disclosure, (b) not use the Confidential Information in any fashion except for purposes of performing this Agreement, (c) exercise reasonable care to prevent disclosure, and (d) notify the disclosing party of any unauthorized disclosure or use of the Confidential Information. Upon termination of this Agreement for any reason, each party shall immediately deliver to the other party all copies of the Confidential Information received from such other party. Each party acknowledges that breach of this Section 5 will cause irreparable harm to the disclosing party entitling the disclosing party to injunctive relief, among other remedies.

6. Intellectual Property Rights. Customer acknowledges that SafeScrypt, its vendors, and/or its licensors retain all intellectual property rights ("Intellectual Property Rights") in and to the ideas, concepts, techniques, inventions, processes, or works of authorship comprising, embodied in, or practiced in connection with the products or services provided by SafeScrypt hereunder, including without limitation the SafeScrypt-designated hardware and software supporting such services and the SafeScrypt web site interface designated for Customer's use (collectively, the "Service Components"). The Service Components do not include Customer's browser software or Customer's hardware platform.

7. Additional Obligations of Customer.

7.1 Proprietary Markings and Copyright Notices. Customer shall not remove or destroy any trademark or copyright notices on any SafeScrypt materials or documentation.

Neither party shall acquire any rights of any kind in the other party's trademarks, service marks, trade names, or product names.

7.2 Customer's Warranties. Customer warrants to SafeScrypt that: (a) all information material to the issuance of a certificate and validated by or on behalf of Customer is true and correct in all material respects

and (b) without limiting the generality of the foregoing, Customer's approval of Certificate Applications will not result in an Erroneous Issuance,

including but not limited to Erroneous Issuance resulting from Impersonation.

7.3 Customer represents that the customer possesses the talent, experience, skill and resources to carry out the responsibilities under this Agreement. The customer shall duly comply with and ensure such compliance with by all its employees and representatives of the requirements of the Indian Information technology Act, 2000 and other applicable laws rules and regulations.

7.4 The customer shall further ensure that he does not facilitate the communication by the subscribers of information or material which are abusive, libelous, indecent, obscene, defamatory or infringe any privacy right or which otherwise contravene any of the laws, rules and regulations.

8. SafeScrypt's Limited Warranties. SafeScrypt warrants to Customer that at the time it issues a Certificate hereunder: (a) SafeScrypt originated no material misrepresentations of fact in such Certificate and (b) SafeScrypt introduced no errors in the information in such Certificate as a result of a failure to exercise reasonable care in creating the Certificate.

9. Disclaimer of Warranties and Liability.

9.1 CUSTOMER'S LIABILITY RELATING TO VALIDATION. CUSTOMER SHALL BEAR EXCLUSIVE RESPONSIBILITY, AND LIABILITY TO ANY AND ALL PERSONS, FOR THE VALIDATION OF ALL CERTIFICATE APPLICATIONS THAT IT APPROVES AND FOR THE CONDUCT OF CUSTOMER ONSITE ADMINISTRATORS AND PERSONS RECEIVING CERTIFICATES HEREUNDER. SAFESCRYPT DISCLAIMS ALL SUCH RESPONSIBILITY AND LIABILITY.

9.2 "AS IS". EXCEPT FOR THE LIMITED WARRANTIES CONTAINED IN SECTION 8, SAFESCRYPT'S PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO THE SERVICE COMPONENTS, (COLLECTIVELY, THE "PRODUCTS AND/OR SERVICES") ARE PROVIDED "AS IS" AND SAFESCRYPT MAKES NO WARRANTIES WITH RESPECT TO USEFULNESS, FUNCTIONALITY, OPERABILITY. SAFESCRYPT HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9.3 LIMITATION OF LIABILITY. IN NO EVENT SHALL SAFESCRYPT'S LIABILITY TO ANY AND ALL PERSONS FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES RELATING TO, IN WHOLE OR IN PART, THIS AGREEMENT, THE PRODUCTS AND/OR SERVICES, OR OTHERWISE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE SERVICE FEES PAID BY CUSTOMER TO SAFESCRYPT UNDER THIS AGREEMENT. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL SAFESCRYPT BE LIABLE FOR SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, OR LOSS RESULTING FROM BUSINESS INTERRUPTION, EVEN IF SAFESCRYPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnity. Subject to Section 9.3, each party (the "Indemnifying Party") shall indemnify the other party and its directors, officers, agents, employees, contractors, parents, affiliates, or subsidiaries (collectively, the "Indemnified Parties") and hold the Indemnified Parties harmless from and against any losses, costs, damages, and fees (including attorneys' fees) incurred by the Indemnified Parties in connection with: (a) any breach by the Indemnifying Party of any warranty or obligation under this Agreement or (b) the Indemnifying Party's acts or omissions, the use of any product or service provided by the Indemnifying Party, or any other item furnished by the Indemnifying Party to Subscribers (collectively, the "Indemnity Conditions"). Upon appropriate notice, the Indemnifying Party shall defend, at its expense, any claim brought against one or more of the Indemnified Parties based on or arising out of one or more of the Indemnity Conditions.

11. Term and Termination. The term of this Agreement is one (1) year starting on the date Customer executes this Agreement. This Customer may renew this Agreement subject to SafeScrypt's then-current standard terms and conditions. This Agreement may be terminated (a) by either party immediately upon the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings, upon any assignment for the benefit of the other party's creditors, or upon the other party's dissolution or ceasing to do business; (b) by SafeScrypt immediately and without prior notice in the event of a breach of any of the duties, obligations, terms, or provisions of this Agreement (a "Breach") by Customer if the Breach may compromise the security of SafeScrypt's systems; or (c) in the event of any other Breach by a party, upon thirty (30) days written notice by the non-breaching party and the breaching party's failure to cure such Breach within the thirty (30) day notice period. The provisions of Sections 4, 5, 6, 7.2, 8, 9, 10, 11, 12, 13, and 14 shall survive termination.

12. Notices. Whenever a party desires or is required to give any notice, demand, or request with respect to this Agreement, such communication shall be made either using digitally signed messages (verifiable by an SafeScrypt Class 2 or higher Certificate), or in writing. Electronic communications shall be effective upon the sender's receiving a valid, digitally signed acknowledgment of receipt (verifiable by an SafeScrypt Class 2 or higher Certificate) from the recipient. Such acknowledgment must be received within three (3) business days, or else written notice must then be communicated. Communications in writing must be delivered by a courier service that confirms delivery in writing or via certified or registered mail, postage prepaid, return receipt requested, addressed to the representative of Customer at the address below or to SafeScrypt at: OnSite Support, SafeScrypt Ltd, 2 nd Floor,Tidel Park, Taramani, Chennai 600113, (Tel) : 91-44-22540770 to 85, (Fax) : 91-44-22540771

Customer shall immediately advise SafeScrypt of any legal notice served on Customer that might affect SafeScrypt.

13. Independent Relationship. Customer, the OnSite Administrator(s), and Customer's employees, consultants, contractors, and agents are not agents, employees, joint ventures, or joint venturers of SafeScrypt, and they have no authority to bind SafeScrypt by contract or otherwise to any obligation

14. Miscellaneous.

14.1 Entire Agreement; Amendment; Assignment. This Agreement constitutes the entire agreement between the parties and supersede all prior and contemporaneous written or oral agreements between the parties with respect to the subject matter of this Agreement. No amendment or waiver of any provision of this Agreement shall be effective unless it is in a physical writing signed, or E-mail message digitally signed (verifiable by an SafeScrypt Class 2 or higher Certificate), by each party's authorized representative. This Agreement shall be binding upon and inure to the benefit of Customer, SafeScrypt, and their respective successors and assigns, provided that Customer shall not assign, sublicense, encumber, or otherwise transfer this Agreement or any right or obligation hereunder without SafeScrypt's prior consent. Any such consent by SafeScrypt shall be in the form of a communication made pursuant to Section 12.

14.2 Severability; Enforcement. The unenforceability of any provision or provisions of this Agreement shall not impair the enforceability of any other part of this Agreement. If any provision of this Agreement shall be deemed invalid or unenforceable, in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties. The remedies under this Agreement shall be cumulative and not alternative and the election of one remedy for a breach shall not preclude pursuit of other remedies. The failure of a party, at any time or from time to time, to require performance of any obligations of the other party hereunder shall not affect its right to enforce any provision of this Agreement at a subsequent time.

14.3 Governing Law; Venue and Courts. This Agreement shall be governed by the laws of India.The parties irrevocably consent to the exclusive jurisdiction of, and venue in, the following courts for the resolution of any dispute arising hereunder: The appropriate courts in the city of Bangalore, India (hereinafter called `Bangalore Courts)". Any suit by or between the parties relating to this Agreement shall be brought in and resolved by one of the Bangalore Courts. The parties hereby waive any right to jury trial with respect to any suit brought in connection with this Agreement.

14.4 Authorization. Customer warrants and represents that the representative executing this Agreement on its behalf has been duly authorized to do so by Customer.