1.1. "Confidential Information" shall mean all material and information supplied by
Customer that has or will come into Developer's possession or knowledge of Developer in connection with its performance
hereunder. Confidential information does not include information that:
(a) is or becomes public knowledge through no fault of Developer;
(b) Developer knew before Customer disclosed it;
(c) Developer obtains from sources other than Customer who owe no duty of confidentiality to Customer;
(d) Developer independently develops.
1.2. "Deliverables" shall mean a listing of all items to be delivered to Customer under this Agreement.
1.3. "Derivative Work" [as an adaption] shall mean a work that is [substantially] based on any pre-existing works, such as a revision, modification, translation, abridgement, condensation, expansion, or any other form in which such preexisting works may be recast, transformed, or adapted, and that, if prepared without authorization of the owner of the copyright in such preexisting work, would constitute a copyright infringement under the Govern ment Copyright Act."Derivative Work" [as an extension] shall mean a work that is [substantially] based on any preexisting works...
1.4. "Open Source License Agreement" means the terms under which Software is licensed in source code form to the general public for use without charge, including without limitation any license agreement that
(a) conditions the use or distribution of any Software program that incorporates such Software on the disclosure, licensing or distribution of the source code of such program (including such Software) and
(b) otherwise materially limits a licensee's freedom of action with regard to seeking compensation in connection with licensing or distributing such program or Software in object code form, including without limitation the GNU General Public License or the GNU Lesser General Public License.
1.5. "Open Source Software" means Software licensed pursuant to the terms of an Open Source License Agreement.
1.6. "Schedule" shall mean the delivery dates for each Deliverable.
1.7. "Specifications" shall
mean the specifications for the Software as directed by Customer, together with any modifications that may be agreed to in writing by the parties during the term of this Agreement
Customer shall define the Specifications, Deliverables, andSchedules[,with input from Developer].
Developer shall design, develop, and implement the Software in accordance with the Specifications, Deliverables and Schedule.
Developer shall provide Customer with [such training as may reasonably be requested by Customer] on the use of the Software.
(b)Training Dates and Locations.
The training will be conducted on such dates and locations as the parties may agree.
Developer shall perform remedial and preventive maintenance for the Software after its acceptance so that the Software continues to perform in accordance with the technical design. Customer and Developer shall negotiate the terms and price of such maintenance services, but Developer shall not charge Customer more than Rs.50,000/-per year for the first two years of maintenance services after acceptance of the Software. Customer shall have the right to terminate such maintenance services at any time upon thirty (30) days written notice to Developer. Developer shall have the right to terminate such maintenance services upon thirty (30) days written notice to Customer if Customer is in material breach of the maintenance agreement between Customer and Developer and remains in material breach for such thirty (30) days.