Master Software Development Agreement, dated February 6, 2017 between the Company and Claritus Management Pvt. Ltd

MASTER Software DEVELOPMENT AGREEMENT

This Master Development Agreement, is made as of this 6^th day of February, 2017 (the “Effective Date”), by and between, M/s Blue Star Foods(hereinafter referred as “Customer”), existing under the laws of United States of America,and having its registered office at 3000 NW 109^th Avenue Miami, FL. 33172 USA. and Claritus Management Consulting Pvt. Ltd. a Company incorporated under the Indian Companies Act, 1956, having its registered office at B-18, Lajpat Nagar-III, New Delhi-110024, with its principal place of business at A-27C, 2nd Floor, Sector 16, Noida, U.P., India (“Developer”).

From time to time, the Parties shall enter into Statements of Work in the format set forth in Exhibit A (Form of Statement of Work) in respect of services to be provided by the Developer to the Customer pursuant to this Agreement (the “Services”). Each such Statement of Work shall incorporate, and be subject to, the terms and conditions of this Agreement. As of the applicable Service Commencement Date and during the remainder of the term of the applicable Statement of Work, Developer shall provide the Services described in such SOW Customer, subject to (i) the Dependencies as listed in Exhibit ___and (ii) to the performance by Customer of its obligations under this Agreement.

If a dispute cannot be resolved between the parties, either Party may submit the dispute to arbitration as described in this clause.

Developer guarantees that it will make available maintenance and support for the Deliverables for the 30 day period following the acceptance of each such Deliverable by Customer in accordance with the terms hereof. As part of such maintenance and support, Developer shall timely respond and provide a solution to inquiries made by Customer during its normal business hours to find an correct any fault in the Deliverable or the failure of such Deliverable to perform in accordance with the specifications contained in Exhibit A.

During the Term, each party hereto (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) information in connection with the performance of this Agreement, including without limitation technical data, trade secrets, plans for products or services, customer or supplier lists, marketing plans, software, source code for software, financial documents or data, and designs which it maintains, and which when provided hereunder, shall be designated in writing or otherwise reasonably identified (including orally) as confidential (“Confidential Information”). Developer and Customer shall use the Confidential Information of the other party solely to perform this Agreement, and all Confidential Information shall remain the sole property of the Disclosing Party. The Receiving Party shall hold the Confidential Information in strict confidence and shall not make any disclosure of the Confidential Information (including methods or concepts utilized in the Confidential Information) to anyone during the Term and for a period of two (2) years thereafter without the express written consent of the Disclosing Party, except to employees, consultants or agents to whom disclosure is necessary to the performance of this Agreement and who have executed a confidentiality agreement with the Receiving Party, or who have been advised of their obligation to maintain the confidentiality of the Confidential Information. Each of the parties shall use the same care as it uses to maintain the confidentiality of its most confidential information, which shall in no event be less than reasonable care. Developer and Customer acknowledge that the remedy at law for any breach or threatened breach of the provisions of this Section shall be inadequate, and that the non-breaching party, in addition to any other remedy available to it, shall be entitled to obtain injunctive relief without proof of irreparable injury and without posting bond.

Notwithstanding the foregoing, the Receiving Party shall have no obligation under this Agreement with respect to any Confidential Information disclosed to it which: (a) the Receiving Party can demonstrate was already known to it at the time of its receipt hereunder; (b) is or becomes generally available to the public other than by means of the Receiving Party’s breach of its obligations under this Agreement; (c) is independently obtained from a third party whose disclosure violates no duty of confidentiality; (d) is independently developed by or on behalf of the Receiving Party without use of or reliance on any confidential Information furnished to it under this Agreement, and such independent development can be reasonably evidenced by the Receiving Party; or (e) is disclosed pursuant to applicable law or regulation or by operation of law, provided that the Receiving Party may disclose only such information as is legally required, and provided further that the Receiving Party shall provide reasonable notice to the Disclosing Party of such requirement and a reasonable opportunity to object to such disclosure.

Developer, in performing its obligations under this Agreement, is acting as an independent contractor and shall have exclusive control of the manner and means of performing such obligations. Each party shall be solely responsible for the supervision, daily direction and control of its employees and payment of their salaries (including withholding of appropriate payroll taxes), worker’s compensation, disability, and other benefits. Nothing in this Agreement shall be construed as making either party the agent of the other party, as granting to the other party the right to enter into any contract on behalf of the other party, or as establishing a partnership, franchise or joint venture between the parties. Customer shall not be responsible for, and Developer shall indemnify and hold Customer harmless against, any cost, expense, liability, claim, damages, action or proceeding relating to any payroll related taxes for any person who performs any Services, produces any Deliverables, or provides maintenance, support or training to be performed, produced or provided by Developer hereunder or any claim arising out of or relating to the employment or application for employment of any such person.

Each party agrees that its personnel shall comply with reasonable security measures when on the other’s premises.

The developer shall comply with all applicable laws, codes, ordinances, rules and regulations of the federal, state and local governments, and of any and all political subdivisions and regulatory authorities thereof. The developer shall obtain all necessary permits and licenses required in connection with the performance of services hereunder by the developer at its expense.

Neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under this Agreement by reason of any Act of God, fire, natural disaster, accident, riot, act of government, strike against a third party, shortage of materials or supplies, failure of transportation or communication or of suppliers of goods or services, or any other cause beyond the reasonable control of such party; provided, that during any period in which Developer invokes this Section, Customer shall not be obligated to make any payments to Developer.

This Agreement shall be governed by and construed in accordance with the Indian Law and subject to the High Courts of New Delhi will have exclusive jurisdiction.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous or contemporaneous agreements, proposals, understandings and representations, written or oral, with respect to the terms and conditions hereof. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.

All notices, including notices of address changes, required or permitted to be given by either party under this Agreement shall be sent by registered or certified mail or by reputable overnight commercial delivery to the address specified herein by each party.

In the event that any one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected, or if any one or more of the provisions contained herein shall be held to be excessively broad as to duration, activity or subject, such provision shall be construed by limiting and reducing such provisions so as to be enforceable to the maximum extent compatible with applicable law.

The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

Neither party may assign this Agreement or the rights and obligations accruing hereunder without the prior written consent of the other party, except that Customer may so assign (i) in connection with the sale of all or substantially all of its assets, (ii) to the surviving entity in any merger or consolidation, or (iii) to an affiliated company.

The parties’ rights and obligations under Sections 4.5, 4.6, 5, 7, 8.2, 10, 11, 14 and 15 shall survive expiration or termination of this Agreement.

This Agreement may be executed in separate counterparts, each of which shall be deemed an original (including faxed signatures), and all of which shall be deemed one and the same instrument.

The headings in this Agreement are used for convenience of reference and shall not be deemed to modify or affect the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties to this Agreement have caused it to be executed by their respective duly authorized officers or representatives as of the day and year first above written.