This Master Consulting Agreement (the “Agreement”) is between Scion Social Private Limited, with registered office address at 21/3, Wood street, Ashok Nagar, Bangalore, Karnataka, 560025 (“Scion”) and the entity or company (“Client”) that is recipient of the Services as described on this Agreement and detailed in the detailed in the Exhibit A or as referred as Project Assignment or Deliverables and invoice. Scion and Client are referred to individually as a “Party” and collectively as “Parties. By using the Services, Client agrees to follow and be bound by the term and condition of this Agreement.  

1. Engagement of Services. Subject to the terms of this Agreement, Scion will provide to Client certain digital marketing services as may be outlined in the format displayed in Exhibit A (“Project Assignment Form” or “Deliverables”).  Subject to the terms of this Agreement, Scion will, to the best of its ability, render the services set forth in Project Assignment(s) accepted by Client (the “Project(s)”) (such services, “Services”) by the completion dates set forth therein. Services may include, but are not limited to, the following: (i) Website Development Services or/and (ii) Consultation Services and/or (iii) Social Media Services. Services do not include, and Scion will not provide, access to any third-party support or programming, training, hardware or software not expressly set forth on a Project Assignment Form. In completing the Projects, Scion agrees to provide its own equipment, tools and other materials at its own expense except as otherwise set forth in a Project Assignment Form. Scion shall perform the Services necessary to complete the Services in a timely and professional manner consistent with industry standards, and at a location, place and time that Scion deems appropriate.  If Scion delegates any portion of the Services set forth in the Project Assignment(s) to third parties not associated with Scion, Scion will have in place an agreement with such third parties, which agreement shall have substantially the same terms as found in this Agreement, and in any event, no less restrictive than the terms in this Agreement.  Notwithstanding any delegation to third parties, Scion shall remain liable for all deliverables and obligations hereunder Scion shall ensure that competent, qualified and sufficiently experienced personnel are deployed to carry out various duties in connection with the Services in an efficient manner. 
   
   
2. Compensation. Client will pay Scion a fee for Services rendered under this Agreement as set forth in the Project Assignment(s).  Scion will be reimbursed only for such expenses that are expressly provided for in each such Project Assignment Form or which have been approved in advance in writing by Client, provided Scion has furnished such documentation for authorized expenses as Client may reasonably request.  Any expenses incurred by Scion in performing Services under this Agreement that are not expressly provided for in the Project Assignment Form shall be borne by Client provided they are pre-approved in writing by Client. Payment of Scion’s fees and expenses, if applicable, will be in accordance with the terms and conditions set forth in the Project Assignment(s).  
   
   
3. Ownership of Work Product.  

3.1 Scion hereby assigns and agrees to assign in the future to Client, ownership of all right, title and interest in and to any and all Work Product.  “Work Product” means the items expressly identified as Deliverables in a Project Assignment Form and all copyrights, trademarks, patents (and any goodwill associated therewith), trade secrets and other intellectual property (or other proprietary) rights throughout the world contained in the Deliverables. Work Product does not include Scion Intellectual Property or Third Party Intellectual Property (both defined below). Work Product does not include (i) services, materials or content provided to Client by Scion that have not been uniquely produced or specifically customized for Client, (ii) concepts, products, materials or content developed by Scion entirely on Scion’s own time and not arising from the Services, (iii) any underlying Scion’s materials on which Work Product is based, (iv) technology or intellectual property made available to Client as part of generally-available maintenance, training or customer support for the Services or (v) Scion’s Confidential Information (vi) any unused sketches, drafts or designs developed in relation to the Services but not used in Work Product . Scion agrees to execute, at Client’s request and expense, all documents and other instruments necessary to effectuate such assignment of Work Product, including without limitation, a copyright assignment (“Assignment of Copyright”). Notwithstanding anything to the contrary herein, Scion may retain one copy of Work Product to be displayed on Scion’s portfolio.  Scion acknowledges that Client may revoke the permission to display Work Product on Scion’s portfolio at any time.

3.2  Any program, utility or tool (including, but not limited to, any form of a status report, presentation and process flow) created prior to the performance of the Services and/or used by Scion to assist in the performance of the services will be the property of Scion (“Scion Intellectual Property”).  Except to the extent otherwise expressly set forth in a Project Assignment, Scion hereby grants to Client a perpetual, nonexclusive, nontransferable, royalty-free license to any such Scion Intellectual Property (excluding source code) that Scion has provided or delivered to Client pursuant to or in connection with the Work Product (“Scion Intellectual Property License”) solely to the extent necessary for Client to distribute and fully utilize the Work Product and as otherwise may be specified in the applicable Project Assignment.  The license in this Section 3.2 in no way grants Client the right to access, alter, modify, disassemble, reverse engineer or create any derivative works of Scion Intellectual Property. 

3.3 Unless otherwise expressly set forth in the applicable Project Assignment Form, (i) as between Scion  and Client, any program, utility or tool of a third party incorporated by Scion into any Deliverable (“Third Party Intellectual Property”) will be the property of Scion, and (ii) Scion hereby grants to Client a nonexclusive, nontransferable, royalty-free license to use any such Third Party Intellectual Property (excluding source code) for the sole purpose of such Third Party Intellectual Property serving as a component of the applicable Deliverable (“Third Party Intellectual Property License”).  As between Scion and Client, all rights in and to any Third-Party Intellectual Property not granted to Client hereunder are retained by Scion.  The Third-Party Intellectual Property License shall continue after termination of this Agreement unless otherwise specified in the applicable Project Assignment Form.  Notwithstanding anything to the contrary herein, the Third Party Intellectual Property License shall terminate automatically without further action by either Party upon breach of any of the terms of the Third Party Intellectual Property License by Client or termination of the Scion Intellectual Property License or any license granted by Scion under the terms of any Project Assignment Form. 

3.4 Client hereby grants to Scion a nonexclusive, nontransferable, royalty-free license to use Client Materials as necessary to provide the Services and Work Product, including, without limitation, creation of derivative works of the Client Materials and incorporation of the Client Materials, in original or modified form, into the Work Product.  “Client Materials” means the applications, Client’s email accounts; any materials; any technology or software and intellectual property provided to Scion hereunder in support of Scion’s provision of the Services and Work Product. 

3.5 Each Party acknowledges and agrees that the other Party retains the right to use, without right of accounting, its generalized knowledge, experience, and know-how (including processes, ideas, concepts and techniques) related to the Services acquired under this Agreement and incidentally retained in intangible form without the intention of avoiding its obligations of confidentiality hereunder (“Residual Knowledge”).  Notwithstanding the foregoing and except as expressly granted herein, neither Party shall have any rights in any Residual Knowledge that directly relates to the other Party’s programs, services or Confidential Information.

4. Representations and Warranty. 
   
   

4.1 By Scion.  Scion represents and warrants that: (a) Scion has the right and unrestricted ability to assign the Work Product to Client as set forth in Section 3 (including without limitation the right to assign any Work Product created by Scion’s employees or approved contractors); (b) Scion will, if the Work Product is assigned pursuant to Section 3,  not grant, directly or indirectly, any rights or interest whatsoever in the Work Product to third parties; (c) Scion shall comply with all applicable laws while performing the Services; (d) Scion shall obtain all necessary consents and authorizations prior to providing Services except as may be set forth in a Project Assignment Form; (e) the Services will be performed, and the goods, materials, documentation, analysis, data, programs, and other matter contemplated in performing hereunder will be prepared and delivered, by qualified personnel in a timely manner in a professional and workmanlike manner and shall meet all written specifications; and (f) Scion will take all reasonably necessary precautions to prevent injury to any persons (including employees of Client) or damage to property (including Client’s property) during the term of this Agreement.

4.2 By Client.Client represents and warrants that:

• a. Client will maintain and enforce reasonable privacy and data security policies and procedures designed to ensure the security of information and materials used in connection with the Services (including the encryption of personally identifiable information), where such information and materials originate from or are stored or maintained on its own internal systems and networks. 
• (i)Client, its affiliates’ and its own employees, representatives, agents as well as any third party specifically designated by Client, who have been expressly authorized by Client to access and use the Services, on Client’s behalf and for Client’s benefit (“Authorized Users”) access to and use of the Services will be in compliance with any and all applicable law. 
• (ii)Client shall not copy, modify, reverse engineer, reverse assemble or reverse compile all or any part of the Services, create derivative works based on the Services or use the Services with the intent to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, knowingly interfere with or disrupt the integrity or performance of the Services. 
• (iii)Client has sufficient right to transmit, store, copy, and use all Client Materials, including ensuring all intellectual property and other information are properly licensed which are provided to Scion in connection with the Services and shall not infringe or violate the intellectual property rights of any third party. 
• b. Client agrees that it is responsible for procuring all hardware, software, and network connectivity needed by Client to access the Services
• c. Client will reasonably cooperate with Scion’s investigation of outages, security problems and any suspected breach of this Agreement by Client, its affiliates, or any Clients Authorized Users. 
  
  
5. Service Obligations.
   
   

(a) Client shall use commercially reasonable efforts and necessary access to facilitate Scion to make the Services available to Client and provide the Deliverables in accordance with the service availability and delivery timelines set forth in the Project Assignment Form. Client will have access to Scion’s customer service team via online chat, phone or email, pursuant to the terms of the Agreement. 

 (b) Scion shall provide the remedies for any failures to comply the Deliverables as per terms set for the in the Project Assignment Form. Such remedies are Client’s sole remedy for any failure by Scion to achieve such Deliverables. Scion is not required to issue refunds or to make payments under any circumstances, including without limitation after termination of this Agreement.

(c) Upon Client’s request, and subject to the execution of a Project Assignment Form by each of Scion and Client, Scion may provide certain professional services, such as custom development and specific product enhancements, pursuant to the terms and conditions set forth on the applicable Project Assignment Form.  

(d) Certain features, modules, and functionalities of the Services provided to Client under this Agreement may be updated, modified, deprecated, replaced, or otherwise changed during the Term, in the sole discretion of Scion, at any time, with or without notice to Client, provided that any such changes do not have a material and adverse effect on, or materially degrade, the technical performance or commercial utility of the Services as a whole.

6. Independent Contractor Relationship. Scion’s relationship with Client will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, agency, joint venture, or employer-employee relationship between Client and Scion (including Scion’s employees and approved contractors).  Scion is not the agent of Client and is not authorized to make any representation or commitment on behalf of Client.  Scion is not and will not be entitled to any of the benefits that Client may make available to its employees, such as group insurance, profit sharing, gratuity, bonus or retirement benefits. Scion agrees to accept exclusive liability for complying with all applicable state and central laws governing private limited companies, including obligations such as payment of taxes and other contributions based on fees paid to Scion, its agents or employees under this Agreement.
   
   
7. Insurance.  While this Agreement is in effect, Parties, at their sole cost and expense, shall obtain and maintain all appropriate insurance coverages required by central or state law, including, without limitation, workers’ compensation and disability insurance and provide evidence of insurance upon request in amounts sufficient to provide coverage for any liabilities arising out of or resulting from their respective obligations pursuant to this Agreement.  Scion shall also, at its sole cost and expense, maintain the level of comprehensive general liability insurance, worker’s compensation, and other insurance coverage that Scion reasonably determines is appropriate under the circumstances for Scion’s work assignment, and approved in advance by Client.  Client hereby waives any and all claims against Scion except as may be specifically set forth hereunder.  The foregoing shall not be deemed to limit Parties’ liability under Section 4 entitled “Representations and Warranty” or Section 11 entitled “Indemnification”, nor shall it be deemed to alter any limitation on Parties’ liability otherwise set forth in this Agreement.  
   
   
8. Confidential Information. At all times during the term of this Agreement and thereafter, each Party (“Receiving Party”) agrees that it, its employees, and its approved contractors, will hold the other Party’s (“Disclosing Party”) Confidential Information, and the Confidential Information of any of the Disclosing Party’s subsidiaries and affiliates, in strict confidence, and further agrees not to disclose to any third parties or use any such Confidential Information. For purposes of this Agreement, the term “Confidential Information” shall include but not be limited to, all proprietary information and materials concerning the Disclosing Party’s and its affiliates’ business and properties provided to Receiving Party hereunder, including customer and supplier lists and information, financial information, contractual information, pricing information, cost information, profit information, internal business organization information, marketing, business and expansion plans, research and development, intellectual property, technologies, processes and methods and all written and oral information concerning any of the preceding. Confidential Information shall not include information provided to Receiving Party hereunder which: (a) was previously known to Receiving Party free of any obligation to keep confidential; (b) is or becomes part of the public domain, as evidenced by a printed publication or other equally conclusive evidence, and without breach of this Agreement; (c) is received from a third party as a matter of legal right without breach of this Agreement and without confidentiality restrictions; or (d) is independently developed without reference to or use of Confidential Information received under this Agreement, provided however, that in the event that the Parties are required by law, regulation, court order or by any governmental or regulatory authority (including any relevant stock exchange) to disclose any of Confidential Information, the Receiving Party , shall to the extent legally permissible and reasonably practicable, provide  the Disclosing Party with written notice of such requirement to allow  reasonable opportunity to oppose such disclosure.
   
   
9. Data Protection. Scion shall comply with all applicable consumer privacy and data protection laws, data privacy regulations and with any consumer privacy and data protection policies of Client, in effect in connection with the transfer of any personal information and other data under this Agreement. Scion acknowledges that it will respect and maintain the confidentiality and security of the personal data handled, stored, collected or processed by it and shall comply with any and all data protection guidelines issued by Client and in accordance with the Scion’s Privacy Policy. “Scion Privacy Policy” means the policy available at https://scion-social.com/ as may be updated from time to time.
10. Termination.
    
    Termination for Convenience Either Party may terminate this Agreement or any Project Assignment for convenience without reason and without penalties or termination charges unless otherwise expressly contemplated in Project Assignment, upon providing a ninety (90) days’ prior written notice to the other Party. All payments up to and including the termination date will remain due.  

           10.2   Termination for Breach. A Party may terminate this Agreement or a Project Assignment on written notice to the other Party if the other Party fails to cure a material breach of this Agreement or the Project Assignment, as applicable, within thirty (30) days after receiving a written notice of a material breach from the other Party. The notice of material breach shall include a detailed description of the breach. Either Party may terminate this Agreement or any Project Assignment immediately upon: (i) the admission by the other Party in writing of the inability to pay debts generally as they become due or the taking of any corporate action tantamount to such admission; (ii) the other Party ceasing to do business as a going concern; or (iii) the other Party making any assignment for the benefit of creditors.

10.3  Survival. The rights and obligations contained in Sections 3 (“Ownership of Work Product”), 8 (“Confidential Information”), 9 (“Data Protection”), 11 (“Indemnification”), 12 (“Limitation of Liability”), 16 (“Non-Solicitation”), 17 (“Disputes”) and 22 (“Entire Agreement”) will survive any termination or expiration of this Agreement.

10.4 Return of Client Property.  Upon termination of the Agreement or earlier as requested by Client: Scion will deliver to Client any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Work Product or Confidential Information; Client will also irrevocably relinquish access to any Scion’s email accounts and other digital resources, if any, provided to Client hereunder in support of Client’s provision of the Services and Work Product;  Client further agrees and acknowledges that Scion has no obligation to retain any Client Materials and that Client Materials may be irretrievably deleted after 60 days following termination of this Agreement. Notwithstanding the foregoing, Scion may retain such reasonable number of copies of the Work Product or Confidential Information strictly for record retention purposes or for compliance with applicable laws or regulations, court orders or directions of any governmental or regulatory authority. Such retained Work Product or Confidential Information shall continue to be subject to the obligations of confidentiality contained in Section 8 herein. 

11. Indemnification.  
    

11.1 Indemnification by Scion. Scion shall indemnify and hold harmless Client, its subsidiaries and affiliates, their respective directors, officers, employees, sublicensees, agents, attorneys, affiliates, successors, and assigns from any and all third-party claims, losses, liabilities, damages, suits, actions, government procedures, taxes, penalties or interest, incurred by Client (including reasonable attorneys’ fees and costs of suit) to the extent arising from (a) any claim brought against Client alleging that the Work Product or Scion Intellectual Property infringes or otherwise misappropriates a registered patent, copyright, or trademark or a trade secret in existence as of the date of delivery to Client of the applicable Work Product or Scion Intellectual Property. At its sole option and expense, Scion may (i) procure for Client the right to use the Work Product, (ii) replace the Work Product with a non-infringing substitute while maintaining substantially equivalent functionality or (iii) suitably modify the Work Product so that it is non-infringing.  If, in the reasonable discretion of Scion, neither (i), (ii) nor (iii) is commercially reasonable, Scion shall refund to Client all amounts paid hereunder for the infringing Work Product.  Notwithstanding the foregoing, Scion assumes no liability for infringement claims arising from (a) combination of Scion’s work with products not provided by Scion personnel, if such claim would not exist in the operation or use of Scion’s work or in the Work Product itself; (b) modification of the Work Product, unless Scion personnel made such modification; or (c) any Client Materials. THE FOREGOING STATES THE ENTIRE LIABILITY OF SCION WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION AGAINST CLIENT.

11.2  Indemnification by Client.  Client shall indemnify and hold harmless Scion, its subsidiaries and affiliates, their respective directors, officers, employees, sublicensees, agents, attorneys, affiliates, successors, and assigns from any and all third party claims, losses, liabilities, damages, suits, actions, government procedures, taxes, penalties or interest, incurred by Scion (including reasonable attorneys’ fees and costs of suit) to the extent arising from a) any claim brought against Scion alleging that the Client Materials infringe or otherwise misappropriate a registered patent, copyright, or trademark or a trade secret in existence as of the date of delivery to Client of the Work Product and/or Scion Intellectual Property containing such Client Materials  and Client’s breach of a representation or warranty made in Section 4 above; b) negligence or willful misconduct by Client, its agents, its contractors and/or subcontractors in connection with the provision and use of the Services as contemplated by this Agreement. THE FOREGOING STATES THE ENTIRE LIABILITY OF CLIENT WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION AGAINST SCION.

11.3  Procedure. If an indemnified Party (“Indemnified Party”) promptly notifies the indemnifying Party (“Indemnifying Party”) of any third-party claim that may give rise to any indemnification obligation hereunder (“Indemnification Notice”), Indemnifying Party shall assume the defense (at Indemnifying Party’s sole expense) of such claim through counsel of Indemnifying Party’s own choosing; provided, however, that any such counsel must be reasonably satisfactory to the Indemnified Party. Failure by the Indemnified Party to give such notice shall not affect the indemnification obligations of Indemnifying Party hereunder in the absence of actual and material prejudice to Indemnifying Party. Indemnifying Party will be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period after the Indemnifying Party’s receipt of the Indemnification Notice during which Indemnifying Party has not assumed the defense of any such claim to the extent such failure to employ such counsel during such period results in actual and material prejudice to such claim. The Indemnified Party will have the right to participate in the defense of any such claim and to employ its own counsel at its own expense (except as otherwise provided herein), it being understood that Indemnifying Party will control such defense if it assumes such defense.

11.4 Limitation on Indemnifying Party’s Right to Resolve. Notwithstanding anything herein to the contrary, Indemnifying Party shall not consent to, and the Indemnified Party shall not be required to agree to any settlement or compromise of, or the entry of any judgment with respect to, any third-party claim subject to Indemnifying Party’s indemnification obligations hereunder that does not unconditionally release the Indemnified Party of all liability.

12. Limitation of Liability.

EXCEPT IN THE EVENT OF A BREACH OF SECTION 8 (“CONFIDENTIAL INFORMATION”), A BREACH OF SECTION 9 (“DATA PROTECTION”), OR TO THE EXTENT A THIRD PARTY SEEKS SUCH DAMAGES IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATION PURSUANT TO SECTION 11 (“INDEMNIFICATION”), NEITHER PARTY WILL BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT IN THE EVENT OF A BREACH OF SECTION 8 (“CONFIDENTIAL INFORMATION”), A BREACH OF SECTION 9 (“DATA PROTECTION”), OR A CLAIM UNDER SECTION 11 (“INDEMNIFICATION”), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN THE AMOUNTS PAID OR PAYABLE BY CLIENT HEREUNDER.  THIS LIMITATION OF EACH PARTY’S LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.

13. Successors and Assigns. This Agreement may not be assigned by Scion without Client’s consent, and any such attempted assignment shall be void and of no effect. Subject to the foregoing, this Agreement will be for the benefit of Client’s successors and assigns and will be binding on Scion’s assignees. 
    
    
14. Notices. Any notices, requests and other communications required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail; return receipt requested; upon verification of receipt. Notice shall be sent to the addresses set forth below or such other address as either Party may specify in writing by notice as provided by this section. 
    
    
15. Force Majeure and Delay.  Neither Party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control (“Force Majeure”), including but not limited to, accident, acts of nature, fire or water damage, third-party criminal conduct, acts of God, war, direct armed conflict between any NATO country and Russia, or armed conflict in the Taiwan Strait, terrorism, riots, disease or medical epidemics, pandemics or outbreaks, power or other utility outages, labor disputes or strikes, shortages of or inability to obtain labor or supplies, or other similar causes, provided each Party shall take commercially reasonable measures to mitigate the effects of such force majeure events or causes. Such events or causes do not include inability to meet financial obligations.
    
    
16. Non-Solicitation.  During the term of this Agreement and for a period of twelve (12) months following expiration or termination for any reason of this Agreement, Client shall not, directly (a) employ or solicit for employment any Scion employee or anyone who was an employee of Scion during the twelve (12) month period prior to expiration or termination of this Agreement, or (b) encourage any Scion employee to terminate its employment relationship with Scion.
17. Applicable law; Governing law:

17.1 Choice of Law: The laws of India shall govern all construction, interpretation, and performance of this Agreement, without regard to its conflicts of laws principles that may cause the laws of another jurisdiction to govern.  The Courts of Bengaluru shall have competent jurisdiction.

17.2 Non- Binding Mediation.  Client   agrees to attempt to resolve any dispute between Scion and Client that arises out of this Agreement. The mediation procedure to be followed by the Parties will be in accordance with Scion ’s then current procedures for resolving disputes (the “Procedures”) which will be made available to Client upon written request to Scion. All non-binding mediation will occur at Scion’s offices in Bangalore. Where possible, the Parties shall look to leverage video conferencing as a way of meeting. The Parties shall pay their respective costs and expenses of mediation, including a split of the neutral mediator’s fees.

17.3  Institution of Arbitration Proceedings.  Client shall not institute any legal or administrative proceeding for any dispute, claims or cause of action arising out of or in connection with this Agreement without first attempting to resolve the dispute through negotiation and non-binding mediation. If such mediation fails to resolve the dispute, then either Party may invoke arbitration.

17.4  Arbitration.   Any dispute, claim or cause of action arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, or the legal relationships established by this Agreement, will be finally settled by arbitration to be conducted in accordance with Arbitration and Conciliation Act, 1996 (as amended) (“Arbitration Act”) and the terms of this Section. The following procedure applies to such arbitration: 

(i) the tribunal must consist of a single arbitrator who the Parties shall appoint mutually (the “Arbitrator”); 

(ii)  the seat and venue of the arbitration shall be Bangalore;

(iv) the language of the arbitration must be English; 

(v) any document not in English must be translated into English by and at the expense of the Party submitting it; 

(vi) if the Arbitrator dies, resigns, or becomes unable to act, the Parties shall appoint a new Arbitrator; 

(vii) upon conclusion of the arbitration, the Arbitrator must issue his/her award in writing; 

(viii) The costs and expenses of the arbitration (including the Arbitrator’s fees and expenses, the cost of hiring premises for hearings and the cost of related facilities, the cost of shorthand writers and typists if transcripts of hearings are to be taken) will be initially shared equally by the parties, but at the conclusion of the arbitration proceeding, all costs and expenses (including, without limitation, reasonable attorneys’ fees) of the prevailing party shall be reimbursed by the party that does not prevail. For purposes hereof, prevailing party means the party in whose favor final judgment or final award, after appeal (if any), is rendered by the arbitrator with respect to the specific claim(s) asserted by such party in any such arbitration; 

(ix) any matter relating to the conduct of the arbitration or to the interpretation of this Section must be determined by the Arbitrator, whose decision will be final and binding upon the Parties; and the Parties shall keep the entire arbitration proceeding, including all claims, materials and disputes involved therewith, strictly confidential, unless the Parties agrees otherwise in writing. Each Party hereby acknowledges that any and all awards made against it by the Arbitrator will be binding on, and enforceable against pursuant to the Arbitration Act.

18. Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.  If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
    
    
19. Assignment. The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, affiliates and permitted assigns. Neither Party will assign or sublicense, in whole or in part, any of its rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding anything herein to the contrary, the Parties may freely assign this Agreement in connection with a transfer to a related party or due to a merger, consolidation, or sale of substantially all of its assets and/or stock.
    
    
20. Publicity. Neither Party shall issue any press release nor make any public statement regarding this Agreement (including the terms and existence thereof) or the relationship of the Parties without the other Party’s prior written approval which may be withheld in such Party’s sole discretion.  Nothing herein shall require a Party hereto to approve the issuance of a press release or obligate a Party hereto to participate in a press release with the other Party. 
    
    
21. Waiver. The waiver by a Party hereto of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any other or subsequent or preceding breach by the non-breaching Party.  No waiver by a Party hereto of any right under this Agreement shall be construed as a waiver of any other right.  
    
    
22. Injunctive Relief for Breach. Each Party’s obligations under this Agreement are of a unique character that gives them particular value; breach of any of such obligations will result in irreparable and continuing damage to the other Party for which there will be no adequate remedy at law; and, in the event of such breach (and notwithstanding Section 17), the non-breaching Party will be entitled to seek injunctive relief and/or a decree for specific performance in any court of competent jurisdiction, and such other and further relief as may be proper (including monetary damages if appropriate).
    
    
23. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT ALL SERVICES ARE PROVIDED ON “AS IS” BASIS AND SCION EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY STATUTE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR TRADE USAGE.
    
    
24. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Services undertaken by Scion for Client; any terms contained in the Project Assignment(s) which are inconsistent with this Agreement are invalid. This Agreement may only be changed by mutual agreement of authorized representatives of the Parties in writing. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the authorized representative of the Party to be charged.