Memorandum of Understanding

Between
SAPHIRAN ANDISHE PAYVAND
And
ZARLINA Systems Pvt. Ltd.

The purpose of this Memorandum of Understanding (MOU) entered into on this 19th day of
APRL, 2016, by and between SAPHIRAN and ZARLINA, is to clarify the understanding of the
business relationship and commitment between the parties in potential SAP implementation
projects. The Objective of the MOU is to promote business for mutual benefit and serve as the
fore-runner for possible future cooperation.

This Memorandum of Understanding (MOU) is written to express the general understating

between SAPHIRAN and ZARLINA. This document is not a binding contract until such time that
both parties agree to execute the following items in the form of a legal contract or any other
binding agreement.

1) Partners:

a. ZARLINA provides complete delivery solution for SAP projects in India, Africa and
Middle East with best talent pool of Technical Consultants for SAP All modules and
SAP Success Factors. ZARLINA is also a Global Implementation partner of Ramco
ERP. ZARLINA has proven track record of successfully delivering of SAP
Implementations and AMS projects.

b. SAPHIRAN as a response to the increasing need of institutions to integrated systems

which are developed with a process development perspective, the company has
provided services for ERP. SAPHIRAN provides business solutions for
implementation, Support, Upgrade and enhancements. With its experienced consultants,
SAPHIRAN is a consulting and solution company capable of implementing end-to-end
SAP projects in any size and scope.

2) Objectives and deliverables:

To establish a partnership operation in Iran to further promote and enhance introduction and
incorporation of SAP solutions across Iranian industries and to actively engage in attaining
projects in implementation of SAP solutions along with providing a world class consulting
services utilizing these technologies and tools as has been defined in MOU between SAPHIRAN
and ZARLINA.

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3) Responsibilities:

ZARLINA will provide including but not limited to:

a. Pre and Post Sales/Implementation support
b. Tools and domain expertise
c. Best practices and training documents
d. Resources necessary for technology transfer
e. Design and development of turnkey systems

SAPHIRAN will provide

a. Marketing for the prospects specified in this MOU
b. Provide required resources to promote market and attain contracts in private and
governmental organizations for above mentioned services
c. Consulting, Planning and Managing Customers Processes for Implementation of
Solution

4) Terms and conditions:

a. SAPHIRAN staff will share in doing the projects with ZARLINA according to predefined
responsibilities (supervision, technical tasks …)

b. In common activity referring to the MOU which is resulted to sign contract with
customers in IRAN market;

i. The contract of project signed by SAPHIRAN, then ZARLINA will provide

license and plays consulting support role. In the case that there is no legal/
expense restrictions, ZARLINA plays the subcontractor role too.
ii. The contract of project signed by ZARLINA, then SAPHIRAN plays the
subcontractor role.
iii. The contract of project signed by Consortium (SAPHIRAN and ZARLINA),
each partner’s role shall be agreed.

c. Business development, proposal preparation and presentation (interview (, labor, and

labor related costs prior to and after receipt of formal requests for RFP, will be borne by
each Party’s bid team as its own separate individual costs unless the Parties agree
otherwise in writing in advanced of any bid.

d. ZARLINA being responsible for Business development expenses in India (except

accommodation) which will be borne by customer.
e. SAPHIRAN being responsible for Business development expenses in Iran which will
be borne by customer.
f. Other expenses that are necessary to promote Business (MOU) shall be agreed case by
case.

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5) Confidentiality
The parties agree that any information obtained from the other party during the performance of
this MOU will be kept in confidence. With respect to the other Party’s Confidential
Information, the recipient hereby agrees that during the term of this Agreement, and for two (2)
years thereafter, it shall not use, commercialize or disclose such Confidential Information to a
third Party, except as expressly authorized herein, or to an employee having a “need to know
basis” and having signed a non-disclosure agreement.
Each Party shall use at least the same degree of care in safeguarding the other Party’s
Confidential Information, but in no event shall less than due diligence and care be exercised.

6) Period of the Agreement

This MOU shall be for a period of one (1) year upon which by both parties agreement could be
renewed or converted to a formal establishment of a joint venture organization.

7) Contact information:
A.
Partner name: SAPHIRAN
Partner representative: Reza Rostami
Position: CEO
Address: No 33, JahanAra , Tehran , IRAN
Telephone: +9821-88229760
E-mail: r.rostami@saphiran.com
B.
Partner name: ZARLINA
Partner representative: Umakanth
Position: Managing Director
Address: 22/402, Raintree Park, KPHB, Hyderabad
Telephone: +91-9676970006
E-mail: umakanth@zarlinasystems.com

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 8) Termination
Either party may terminate this MOU if the other party fails to comply with any of its terms,
provided that the party not complying is given prior written notice and fifteen (15) days to fully
comply and/or cure any defect.

9) Effective dates and signatures

This MOU is effective on the date both parties execute the agreement.

ZARLINASYSTEMS PVT. LTD. SAPHIRAN ANDISHE PAYVAND

By: Umakanth Tumuluri By: Reza Rostami

Title: Managing Director Title: CEO

Signature: Signature:
Date: 19/04/2016 Date:
Address: Hyderabad, INDIA Address: Tehran, IRAN

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