Product Licence Agreement Between Net 1 Holdings S.a.r.l. And Banque De Commerce, De Development Et D?industrie B.c.d.i. S.a. Rwanda.

EXHIBIT 10.7


Product Licence Agreement


U.E.P.S.

Universal Electronic Payment System


PRODUCT LICENCE AGREEMENT

BETWEEN

Net1 Holdings S.A.R.L. Reg No. 14933

AND

Banque De Commerce, De Development Et D' Industrie B.C.D.I. S.A. Rwanda U.E.P.S. PRODUCT LICENCE AGREEMENT TABLE OF CONTENTS 1Definitions1 2Licence2 3Delivery3 4Acceptance Of The Licensed Products4 5Warranty5 6Program Source Code5 7Use6 8Safe Preservation6 9Unauthorised Use7 10Infringement7 11Charges And Payment8 12Confidentiality8 13Product Modification9 14Limitation Of Liability9 15Copyright11 16Termination11 17Non-solicitation12 18Customer Responsibilities12 19Customer's Name12 20Force Majeure12 21Notices12 22Variation13 23Waiver13 24Whole Agreement13 25Severability13 26Headings13 27Governing Law14 28Settlement Of Disputes14 Page i U.E.P.S. PRODUCT LICENCE AGREEMENT

Universal Electronic Payment Systems U.E.P.S.

PRODUCT LICENCE AGREEMENT

This AGREEMENT is made this ______ day of ________ of 1999, by Net 1 Holdings S.A.R.L. Registration No. 14933 (Net1), whose registered offices are situated at 6 Rue Jean Monnet, L-2180, Luxembourg.

and

Banque De Commerce, De Development Et d'Industrie (Customer), Avenue de la Paix, B.P. 3268, Kigali, Rwanda.

WHEREAS Net1 owns a software product known as the Universal Electronic Payment System ( U.E.P.S. ) and the Customer desires to use the U.E.P.S. Licensed Products.

1) DEFINITIONS 1.1 This Agreement consists of the terms and conditions stated herein and in the Attachments which detail the Licensed Products to be used by the Customer on Designated Equipment Groups upon signature by both parties.

1.2 "Confidential Information" means the Licensed Products and all information proprietary data and derivative works related to the Licensed Products as well as research, development, trade secrets or business affairs of Net1 and its employees, customers, subsidiaries, affiliates and agents supplied to the Customer by Net1 pursuant to this Agreement and like information provided to Net1 by the Customer pursuant to this Agreement.

1.3 "Acceptance" shall mean confirmation that the Licensed Product has been adequately tested by the Customer.

1.4 "Copy(ies)" means each separate occurrence of any Licensed Product, or portion thereof.

1.5 "Delivery" shall be construed as defined in Clause 3 of this Agreement.

1.6 "Designated Equipment Group" ("DEG") means the equipment needed to run the U.E.P.S.

1.7 "Documentation" shall mean the Licensed Product Manual(s) together with such associated technical literature as shall be specified by Net1 to be Documentation for the purpose of this Agreement.

1.8 "Enhancements" means significant changes to the Licensed Products resulting in the addition of a feature or capability not present in the Licensed Product prior to the introduction of the changes as well as any changes to the Licensed Product designed to permit the use of the

Page 1 U.E.P.S. PRODUCT LICENCE AGREEMENTLicensed Product on hardware and/or in conjunction with operating systems software other than that for which the Licensed Product was initially designed.

1.9 "Installation" means the physical loading and linking of the Licensed product programs on DEG, in the appropriate way to perform the functions stated in the specifications documentation, and the demonstration of the proper operation of said functions.

1.10 "Licensed Product" means each U.E.P.S. software product listed in the Agreements consisting of object code programs as modified and varied from time to time, through Updates, in machine readable form, being Licensed by Net1 to the Customer.

1.11 "Man Days" means 7.5 hours, between 09.00 hours and 17.00 hours, Monday to Friday (excluding public and bank holidays).

1.12 "Modifications" means changes, improvements or customisation of or to the Licensed Product which may be required to adapt the Licensed Product to the requirements of the Customers.

1.13 "Productive Use" shall mean any Use of the Licensed Product or Documentation to process any actual business transaction of the Customer in parallel or live mode.

1.14 "Territory" means geographical area/s as set out in Appendix 2 attached hereto.

1.15 "Update" means any news release, change, enhancement or correction to any Licensed Product or portion thereof produced or supplied by Net1 generally to its customers for the Licensed Product and to the Customer.

1.16 "Use" means the initial execution of each Copy of any one or more Licensed Products and any continued use of Such Copy which may occur thereafter.

1.17 "Upgrades" means changes or improvements to the Licensed Product which relate to or affect the operating performance of the Licensed Product or an aspect of the Licensed Product, but which don't change the basic operation or functioning of the Licensed Product.

2) LICENCE 2.1 Net1 hereby agrees to grant to the Customer and the Customer hereby accepts a non-exclusive non-transferable licence to Use the Licensed Products specified in the Attachments on a perpetual basis subject to the terms and conditions herein. In consideration for said licence, the Customer shall pay Net1 a Licence Fee for the Licensed Product as provided in this Agreement and set forth in the attached Appendix 1, of the Product Licence Agreement. The licence to Use the Licensed Products hereby granted to the Customer is conditional upon payment of the licence Fees and other charges as they fall due from time to time.

Page 2 U.E.P.S. PRODUCT LICENCE AGREEMENT2.2 The Licensed Products many only be used in the Territory(ies), listed in Appendix 2 of the Product Licence Agreement.

2.3 Save as provided in Clauses 7 and 8 of the Product Licence Agreement the Customer is specifically prohibited from creating any copies for reasons other than the ones explicitly stated in this Agreement.

2.4 This Agreement is specific to the Customer and the Customer shall not be entitled to assign, cede, transfer, part with or subject any interest in it or grant any right or obligation under it either in whole or in part to any third party without the written consent of Net1. The Customer shall be deemed to include all of its controlled subsidiaries in which it has a minimum 51% equity stake. This Agreement may on notice to the Customer be assigned by Net1 to any company being a subsidiary or partner of Net1.

2.5 The Licensed Products consist of proprietary products which are and shall remain the exclusive property of Net1 and the Customer shall have no right title or interest therein except as expressly set forth in the Agreement. Any modification of a Licensed Product by or on behalf of the Customer will not affect the restrictions and obligations placed upon the Customer by Net1.

2.6 To assist Net1 in the protection of its proprietary rights, the Customer shall permit representatives of Net1 to inspect (at all reasonable times during normal working hours) the location at which and the DEG upon which any Licensed Products are being used or kept and the Customer's records of use of the Licensed Products and any copies thereof. Net1 will give sufficient prior notice to the Customer regarding the enforcement of this clause and will use all reasonable efforts to minimise disruption to the normal business activities of the Customer.

3) DELIVERY 3.1 Delivery of an item or Licensed Products is effected when a copy of that Licensed Product and of the related documentation are handed to the Customer.

3.2 The date of the delivery shall be determined once the equipment orders have been placed and delivery times stipulated. (Please see the Proposal for time frames). All dates given by Net1 for scheduling and performing any of its obligations under this Agreement are estimated only and Net1 shall not be liable for any damages or penalty, whatsoever for failure to meet any such date and/or for any other delay.

3.3 Upon delivery the Customer will verify that the Licensed Products delivered contains the items Licensed and acknowledge delivery in writing.

Page 3 U.E.P.S. PRODUCT LICENCE AGREEMENT3.4 Without prejudice to its other rights and remedies. Net1 may postpone or cancel any delivery or further delivery until all money then due from the Customer has been paid.

3.5 Unless, otherwise agreed in the Agreement, further copies of the Licensed Products and of the related Documentation may be obtained separately from Net1, on payment of the relevant fees.

3.6 If there is any delay in the installation of the Licensed Products arising as a result of the fault or negligence of the Customer, Net1 will be entitled to make an additional charge to the Customer in respect of any costs or losses of Net 1 arising from the delay in the installation of the Licensed Products.

3.7 The time for delivery and installation of any of the licensed Products is subject to automatic extension should installation of the Licensed Products be delayed by any act or default on the part of the Customer or circumstances beyond the control of Net1.

4) ACCEPTANCE OF THE LICENSED PRODUCT(S) 4.1 The Customer shall commence acceptance testing of each item of Licensed Products immediately following delivery thereof, by completing installation of the Licensed Products on DEG. The acceptance tests will be completed within 7 (seven) days of the installation date in respect of the Licensed Products.

4.2 Acceptance testing shall determine whether the delivered Licensed Products, operates correctly by reference to the relevant documentation. on Conclusion of Satisfactory Acceptance Testing, the Customer shall complete and date Net1's Acceptance Certificate as follows: "We hereby certify that the Licensed Products, identified in this Agreement, have been fully and thoroughly tested by us using properly prepared, suitable and sufficient test data and have performed satisfactorily and in accordance with the documentation".

4.3 Where such an Acceptance Certificate is not completed by the Customer. Acceptance of the Licensed Products delivered shall be deemed when it has been demonstrated to be reasonably in accordance with the relevant documentation or on the twentieth working day following delivery.

4.4 Productive Use of the Licensed Products shall be permitted immediately following Acceptance. Acceptance testing shall not involve Productive Use, nor shall Productive Use precede signature of the Acceptance Certificate.

4.5 Acceptance of the Licensed Products shall be deemed to have occurred in the event that Productive Use precedes signature of the Acceptance Certificate. Productive Use of the any of the Licensed Products, prior to Acceptance shall release Net1 from its undertaking to provide support under this Agreement.

Page 4 U.E.P.S. PRODUCT LICENCE AGREEMENT4.6 Productive Use of any new release or of any modified Licensed Products, shall constitute an Acceptance of that release or that modified Licensed Product as the case may be.

4.7 The issuance of an Acceptance Certificate will not be delayed due to minor omissions or minor defects in the Licensed Products or in the installations of the Licensed Products as the case may be.

5) WARRANTY 5.1 Net1 does not warrant that the Licensed Products will be error free but Net1 does warrant that the Licensed Products delivered under this Agreement will conform in all material respects to the financial criteria set forth in the appropriate documentation manual supplied with the said Licensed Products applicable at the date of execution of the relevant Agreement by Net1.

5.2 Net1 will use all reasonable endeavours to promptly correct (or at its option replace the defective copy) free of charge at Net1 premises or at such other location as Net1 may elect any non-conformance in breach of the warranty at sub-clause 5.1 found in the Licensed Products and reported to Net1 within 90 days of delivery ("Warranty period") and make such modification additions and adjustments as may be necessary provided that the Licensed Products have been used at all times properly and in accordance with the instructions of Net1 and no alteration, modification or addition has been made to the Licensed Products without the prior written permission of Net1.

5.3 Where a defect is found upon investigation not to be Net1 responsibility, Net1 reserves the right to charge the Customer on the time and materials basis at Net1 in consequence of such investigation.

6) PROGRAM SOURCE CODE 6.1 The original computer programs forming part of the Licensed Products and supplied by Net1 are delivered in object machine language for ease of installation and use but the Customer understands that the programs have been developed in a source language or code different from the object machine language.

6.2 The Customer will not decompile, reverse compile, disassemble or print the source code nor derive nor attempt to derive the source code of the Licensed Products unless the Customer is specifically permitted to do so in terms of this agreement. The parties record that any breach of the provisions of this sub-clause will constitute an irremediable breach of this agreement.

Page 5 U.E.P.S. PRODUCT LICENCE AGREEMENT6.3 In the event that the source code language version of the program is made available to the Customer, the Customer will be entitled to alter, modify or add to the Licensed Products, provided that Net1 assumes no responsibility or liability in respect of any such alterations, modifications, or additions and provided further than Net1 makes no warranty and grants no guarantee, in respect of the Licensed Products as modified or such alterations, modifications or additions to the Licensed Products.

7) USE 7.1 The Licensed Products and Documentations and associated information shall be used solely for the internal requirements of the Customer, other disclosure, use, sharing or reproduction or access to any third party shall not be allowed except as agreed in writing. Use shall be under conditions of confidentiality and confined to employees of the Customer.

7.2 Net1 shall be permitted access to the Licensed Products and Documentation under conditions of confidentiality to facilitate their use by the Customer.

7.3 Warranties and representations of merchantability or suitability of the Licensed Products for any particular purpose or for use under any specified conditions are hereby expressly excluded notwithstanding that such purpose or condition may be or may have been known to the Customer.

8) SAFE PRESERVATION 8.1 The Customer shall be responsible for the safe preservation and storage of all programs and all material (including but not limited to all documentation, test data files and reports) delivered or created on site by Net1 or Customer whether in written form, magnetically encodable medium or otherwise.

8.2 The Customer is advised to make and maintain backup copies of the Licensed Products Software for operational security purposes, and may make such copies of part or all of the Software as are strictly necessary for such purposes, other copying is not permitted. The Terms of this Agreement apply to all copies, the rights of use apply to the original copy only, except that the Customer may use the Software on a back-up processor during breakdowns on its normal processor. Copies shall be maintained solely for the Customer's internal use as permitted thereunder and stored only at the licensed site (or nominated licensed site provided for in Appendix 4) or such other site as may be ...