Software License Agreement

EXHIBIT 10.45


Execution Version

SOFTWARE LICENSE AGREEMENT

This Software License Agreement (hereinafter referred to as the " Agreement" ) is made this 29 th day of March, 2004, by and between CADMUS KNOWLEDGEWORKS INTERNATIONAL LTD ., a company incorporated under the laws of Mauritius having its registered office at c/o Abacus Financial Services (Mauritius) Limited, Third Floor, TM Building, Pope Hennessy Street, Port Louis, Republic of Mauritius (hereinafter referred to as " Licensor" ) and KNOWLEDGEWORKS GLOBAL PRIVATE LIMITED , a company incorporated in India under the Companies Act, 1956 having its registered office at Knowledge Centre, Street No. 17, MIDC, Andheri (East), Mumbai 400 093, India (hereinafter referred to as " Customer" ).


Background

A. Licensor will become the registered and beneficial owner of eighty percent (80.0%) of the total paid up equity share capital of Customer.

B. Customer is in the business of providing content management, content processing and other services.


C. Licensor is the owner of certain proprietary software and tools more particularly described in Schedule 1 ( hereinafter referred to as the " Software" ).


D. Customer desires to obtain from Licensor, and Licensor agrees to grant to Customer, a non-exclusive and non-transferable license to use the Software in accordance with the terms of this Agreement and as agreed to by the Licensor and Customer from time-to-time.


Agreement

Accordingly, in consideration of the mutual promises and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Customer agree as follows:


1. License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to the Customer a non-exclusive and non-transferable license to use the Software in accordance with the terms of this Agreement and such other terms as may be agreed to by the Licensor and Customer from time-to-time, for an unlimited number of users and/or concurrent devices and to load and store the said Software solely for its own business purposes. " Concurrent device " is each terminal, monitor or input device being used to access network at a given point in time. If multiplexing software or hardware is used, number of concurrent devices must be measured as the number of terminals, monitors or input devices being used at the multiplexing front end. Customer shall not use the said Software for commercial time sharing, rental or service bureau use involving any person or entity. Except to the extent needed to use and operate the said Software for its own business purposes, the Customer agrees not to cause or permit reverse engineering, disassembly or de-compilation of the said Software. Customer agrees not to remove any product identification, copyright notices, or other notices or proprietary restrictions from the said Software. Customer may make copies of the said Software for back up purposes.


2. Delivery of Software. Licensor shall provide Customer one executable copy of the Software (including each improvement), by way of electronic transmission, for use by Customer and, upon satisfactory downloading, the Customer shall promptly acknowledge receipt of the said Software (or improvement).


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Execution Version

3. Royalty Payments

(a) Amount. In consideration of the license granted herein, Customer will pay Licensor a royalty (the " Royalty" ) equal to (a) two percent (2%) of Customer' s Net Sales of goods and services relating to export sales (but excluding for this purpose any sales to Cadmus Professional Communications or any other affiliate of Cadmus Communications Corporation), and (b) one percent (1%) of Customer' s Net Sales of goods and services relating to Indian domestic sales; where " Net Sales" means gross sales less agents' /dealers' commission, transport cost, including ocean freight, insurance, duties, taxes and other charges, and costs of raw materials, parts, and components imported from a foreign supplier or its subsidiary/affiliated company provided that in no event shall the Royalty exceed the maximum amount permitted to be paid under applicable law. The parties hereto shall annually review the rate of Royalty set forth hereinabove, no later than 30 days following each anniversary of this Agreement, during the term, to ensure that the percentage of Royalty payable hereunder reflects at all times the arm' s length value of the rights granted to the Customer under this Agreement. In the event that the parties hereto determine, by mutual agreement, any change in the percentage of Royalty payable by the Customer under this Agreement then an appropriate amendment to this Agreement shall be executed in writing by the parties hereto to reflect such change in the percentage of Royalty payable by the Customer to the Licensor under this Agreement.


(b) Reporting. Customer will provide Licensor with a monthly statement in a form ...