Draft MoU & NDA

1.

THE WEB SITE Functionality

Upon the Effective Date, ITOI will promptly develop and put into operation of the changes for .

Design & Programming: is designed and software programmed by ITOI in close collaboration with ,.. subject to the approval of the said design/software program by .

Hosting & Operation: is physically hosted by ..'s own or leased servers, and is maintained in constant operation by .or its associates to the best of ..'s commercial effort

Content: shall display, incorporate and contain all the existing subject matter provided by ., and such as are added from time to time.

ITOI wont be liable to provide any services for business related to promoting Pornography, Gay, Lesbian related businesses, Casino, Drug, or any unethical sites contradicting to the Policy of ITOI.

2.

PROPRIETARY RIGHTS

Intellectual Property Rights [IPRs]. IPRs include all copyrights, patents, trade secrets moral rights, author's rights and other IPRs as may exist now or may come into existence hereafter, regardless of whether such rights arise under the laws of the India, or any other jurisdiction anywhere in the world.

Trade Dress. Each party shall at all times retain ownership of all IPRs in its respective names, logos, trademarks, trade names, trade dress and the look and feel of the individual websites.

End-User Data and Personally Identifying Information. All data collected by ITOI from end-users shall be the proprietary information of ..........., but ITOI shall furnish, from time to time, and as per any other arrangements arrived at, all information pertaining to end-user data to .........................

3.

FEES

Annual Maintenance Fee. An Annual Maintenance contract towards maintaining and updating the site can be signed between both the parties if agreeable to both the parties.

Other Fees & Charges Any additional fees will have to be agreed between both the parties.

4.

PROPRIETARY RIGHTS

Intellectual Property Rights [IPRs]. IPRs include all copyrights, patents, trade secrets moral rights, author's rights and other IPRs as may exist now or may come into existence hereafter, regardless of whether such rights arise under the laws of the India, or any other jurisdiction anywhere in the world.

Trade Dress. Each party shall at all times retain ownership of all IPRs in its respective names, logos, trademarks, trade names, trade dress and the look and feel of the individual websites.

End -User Data and Personally Identifying Information. All data collected by ITOI from end-users shall be the proprietary information of , but ITOI shall furnish, from time to time, and as per any other arrangements arrived at, all information pertaining to end-user data to .

TERM AND TERMINATION

Term. This AGREEMENT shall remain in force for a period of 4 months from the Effective Date (the Term), and shall be renewed for a further period of time by mutual agreement.

Termination for Convenience. Either party may terminate this AGREEMENT at any time for convenience upon (30) days written notice to the other party.

Termination for Cause. This AGREEMENT may be terminated by either Party if (i) a receiver is appointed for either Party or its property, (ii) either party makes an assignment for the benefit of its creditors, (iii) any proceedings are commenced by, for or against either Party under any bankruptcy, insolvency or debtor's relief law for the purpose of seeking a reorganization of such Party's debts, and such proceeding is not dismissed within ninety (90) calendar days of its commencement, (iv) either Party is liquidated or dissolved; or (v) this AGREEMENT may also be terminated immediately by the non-breaching Party in the event of any material breach of this AGREEMENT by giving thirty (30) days prior notice to the breaching Party, unless the breaching Party has cured such breach during this thirty (30) day period.

6

EFFECT OF TERMINATION

In the event of this AGREEMENT being terminated by ITOI for any reasons not covered under Section 7.3 above, and within thirty (30) days of the Execution Date, 100% of the One-time installation fee would be refunded to .. No refunds would be applicable on the Annual Maintenance fee.

In the event of this AGREEMENT being terminated by ITOI under section 7.3 above, and within thirty (30) days of the Execution Date, a 50% refund of the One-time installation fee would be refunded to . No refunds would be applicable on the Annual Maintenance fee.

In the event of this AGREEMENT being terminated by .. for any reasons not covered under Section 7.3 above, and within thirty (30) days of the Execution Date, No refund of the One-time installation fee would be made to ... No refunds would be applicable on the Annual Maintenance fee.

In the event of this AGREEMENT being terminated by . under section 7.3 above, 50% of One-time installation fee will be refunded.

7

NON-EXCLUSIVE

No right granted by this AGREEMENT shall be interpreted as being exclusive in nature unless otherwise exclusively stated in this AGREEMENT.

8

WARRANTIES

ITOI represents and warrants to that it has the full power and authority to grant the rights and licenses granted to .. in this AGREEMENT, that it owns or has the license to the Intellectual Property Rights to all materials and information licensed by ITOI to . here in, and that the use contemplated by of said materials and information does not infringe any IPRs of any third party, or create any liability to any third party.

.. represents and warrants to ITOI that it has the full power and authority to grant the rights and licenses granted to ITOI in this AGREEMENT, that it owns or has the license to the Intellectual Property Rights to all materials and information licensed by to ITOI herein, and that the use contemplated by ITOI of said materials and information does not infringe any IPRs of any third party, or create any liability to any third party.

Each Party represents and warrants to the other that the individual signing this AGREEMENT on its behalf has the full right, power and authority to bind the respective Party fully thereto.

9

DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, REGARDING ANY AND ALL PRODUCTS, SERVICES, CONTENT, EQUIPMENT OR FACILITIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE ITOI.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY GUARANTEES THAT THE OPERATION OF ITS INTERNET PORTAL(S), SITE(S), OR SERVER(S) OR THE PERFORMANCE OF ITS ON-LINE FUNCTIONS AND SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER MALIGNANT DATA PROCESSES.

NEITHER PARTY GUARANTEES THAT DATA SUBMITTED OR HELD IN STORAGE ON OR THROUGH ITS SYSTEMS ASSOCIATED WITH THE INTERNET WILL BE SECURE FROM UNAUTHORIZED ACCESS.

10

INDEMNIFICATION

ITOI agrees to indemnify, defend, and hold harmless . and its successors, officers, directors, and employees from and against any and all actions, causes of action, claims, demands, costs, liabilities, expenses, judgments, proceedings and damages (including reasonable attorneys fees): (i) arising from ITOI's performance or lack of performance of its duties under this AGREEMENT; or (ii) arising from ITOI's breach of any warranty and/or representation.

agrees to indemnify, defend, and hold harmless ITOI and its successors, officers, directors, and employees from and against any and all actions, causes of action, claims, demands, costs, liabilities, expenses, judgments, proceedings and damages (including reasonable attorneys fees): (i)arising from .'s performance or lack of performance of its duties under this AGREEMENT; or (ii) arising from ..'s breach of any warranty and/or representation.

11

LIMITATION OF LIABILITY

EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE VALUE OF SERVICES RENDERED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL OR EQUITABLE THEORY (INCLUDING STRICT LIABILITY) FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE OR FOR INTERRUPTED COMMUNICATIONS, INCURRED BY EITHER PARTY IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12

CONFIDENTIAL INFORMATION

Definition. "Confidential Information" shall include all information that either Party considers confidential. It shall include, but not be limited to, any and all methods, processes, strategies, equipment, plans, formulas, software, programs, sales and marketing information, technical and financial information, data, know-how, documentation and other information disclosed after the Effective Date, whether disclosed visually, orally, or in writing, and whether or not tangibly recorded, by one Party ("the Disclosing Party") to the other Party ("the Receiving Party").

Proprietary Nature. Except as otherwise provided in this AGREEMENT, each Party considers its Confidential Information to be proprietary. Except as otherwise provided in this AGREEMENT, all of the Disclosing Party's Confidential Information shall at all times, and throughout the world, remain the property of the Disclosing Party, exclusively, and all applicable IPRs in Disclosing Party's Confidential Information shall remain the property of the Disclosing Party, exclusively.

Confidential Information Upon Termination. Upon termination of this AGREEMENT, the Receiving Party shall return to the Disclosing Party all tangible materials and copies thereof containing Confidential Information received from the Disclosing Party.

13

MISCELLANEOUS

Expenses. Each Party will bear all of its own expenses necessary to meet its duties and obligations under this AGREEMENT

Independent Contractors. The Parties act under this AGREEMENT solely as independent contractors of one another. No agency, partnership, joint venture or employment is created as a result of this AGREEMENT. Except as expressly provided by this AGREEMENT, no Party will be liable for or bound by any representations, acts or omissions whatsoever of the other.

Non-Transferability. Each Party agrees that it will not sell, transfer, assign, sublicense, pledge, lease, subcontract, rent or share any of its rights or duties under this AGREEMENT unless otherwise permitted by a specific provision of this AGREEMENT or pursuant to the prior written permission of the other Party

Press Releases. Any press releases, or media releases, or other similar public announcements by either Party concerning this AGREEMENT or the business arrangement established by this AGREEMENT must be approved by both Parties prior to their release to any news outlet.

Force Majeure. No Party will be responsible for the breach of any obligation established in this AGREEMENT if such breach is caused, directly or indirectly, by war (declared or undeclared), insurrection, civil disturbance, orders, rules, regulations or decrees of any competent government authority, strikes, labour shortages, fire, flood, earthquake, storm, failure of Internet access service, power outage, or act of God.

Entire Agreement. This AGREEMENT sets forth the entire understanding and supersedes all prior and contemporaneous agreements between the Parties relating to the subject matter contained herein and merges call prior and contemporaneous discussions between them. Neither Party shall be bound by any definition, condition, representation, warranty, covenant or provision other than as expressly stated in or contemplated by this MOU or as subsequently shall be set forth in writing and executed by an authorized representative of the Party to be bound.

Procedure for Modification. Any amendment to this AGREEMENT must be in writing and signed by an authorized representative of each Party.

Severability and Frustration of Purpose. All clauses and covenants contained in this AGREEMENT are severable. In the event that any clause or covenant of this AGREEMENT shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this AGREEMENT unenforceable or invalid as a whole.

Waiver. Any waiver by any Party of any default or breach of any clause or covenant of this AGREEMENT, whether such waiver be direct or implied, shall not be construed to be a continuing waiver, or a waiver of or consent to, any subsequent default or breach on the part of either Party of the same or of any other clause or covenant of this AGREEMENT.

Notices. All notifications between the Parties relating to this AGREEMENT must be made in writing. Such notifications may be made by registered postal service, express courier service, fax or e-mail. The Parties designate the following addresses for the purpose of receiving notices under this AGREEMENT.

ITOI
Attention
Title
IT Outsourcing India
itoutsourcingindia.com
Ph: +91-484-2520 283
...................................

In the event of any changes in the above information by a Party to this AGREEMENT, the other Party must be given written notice thereof at least five (5) working days in advance of the change of address.

Governing Law. This AGREEMENT shall be governed by, and construed in accordance with the laws of the Republic of India, in the courts of Perumbavoor, India.

Counterparts. This AGREEMENT may be executed in two (2) or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

IN WITNESS, the Parties have caused this AGREEMENT to be executed by their duly authorized representatives. ACKNOWLEDGED, AGREED TO, AND ACCEPTED BY: