Cost Sharing Agreement, dated as of March 16, 2020, by and between Majesco Software and Solutions India Pvt. Ltd. and Majesco Limited

Exhibit 10.1

COST SHARING AGREEMENT

This AGREEMENT is entered into on this 16th day of March 2020, effective as of 1 April 2019, between:

Majesco Limited, a company registered and operating under the laws of India having its registered office at MNDC, MBP-P-136, Mahape, Navi Mumbai - 400 710, India, hereinafter called as “Majesco Ltd”;

AND

Majesco Software and Solutions India Private Limited, a company registered and operating under the laws of India having its registered office at MNDC, P-136, Millenium Business Park, Mahape, Navi Mumbai, Thane, Maharashtra – 400 710, India hereinafter called as “MSSIPL”.

Jointly referred to as “the parties” or “parties”.

WITNESSETH

WHEREAS, Majesco Ltd is engaged in the business of leasing of immovable and movable properties of all kinds and also monitoring of its investment in subsidiary, namely Majesco, USA. Majesco Ltd was engaged in the business of software services to insurance companies (‘Onshore business’) in India till 31 March 2019. Majesco Ltd has transferred the Onshore business on an on-going concern basis with effect from 1 April 2019 to MSSIPL.

WHEREAS, MSSIPL is engaged in providing offshore software development and related Information Technology services and is a step down subsidiary of Majesco, US. Further, from 1 April, 2019, MSSIPL renders software services to insurance companies (‘Onshore business’) in Indian;

WHEREAS, Majesco Ltd and MSSIPL are part of the Majesco GROUP;

WHEREAS, Majesco Ltdhas already transferred its employees relating to Onshore business to MSSIPL but continue to employ personnel with experience in the areas of Finance, Legal and Corporate compliances who continue to work for the purpose of business operations Majesco Ltd. Further, Majesco Ltd allows to and MSSIPL proposes to utilise aforesaid personnel in the areas of finance, legal and corporate compliances for the mutual benefits of their respective business;

WHEREAS, in order to leverage the efforts, economies of scale, to carry on its business more efficiently and for its own commercial benefit, Majesco Ltd and MSSIPL have agreed to share the services of aforesaid personnel employed by Majesco Ltd;

WHEREAS, Majesco Ltd is willing to share the services of these personnel with MSSIPL upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, IT HAS BEEN HEREBY AGREED AS FOLLOWS:

Majesco Ltd hereby agrees to share with MSSIPL PERSONNEL as agreed in Annexure 1.

The parties agree that upon the terms and subject to the conditions contained herein, additional personnel which are not currently contemplated under this AGREEMENT may be added as a separate Appendix from time-to-time.

Majesco Ltd agrees to use its best efforts to the terms agreed under this arrangement, and shall endeavour to provide information and data, of the highest calibre. However, MSSIPL agrees that Majesco Ltd shall have no liability to MSSIPL, its creditors, successors or assigns, arising under this arrangement, information, knowledge or data which Majesco Ltd performs or communicates to MSSIPL hereunder, or arising out of the manner in which MSSIPL may use such personnel, information, knowledge or data.

This AGREEMENT shall have effect from 01 day of April 2019 and shall remain in effect until terminated mutually by the parties hereto.

Either party to this AGREEMENT may terminate this AGREEMENT, at any time upon sixty (60) days prior written notice to the other party hereto.

In the event of the dissolution, liquidation, bankruptcy or insolvency of the MSSIPL / Majesco Ltd, or in the event that its business or assets or any portion thereof are seized, confiscated or expropriated by judicial or administrative process of otherwise or in the event of any involuntary or compulsory change in the ownership or administrative control of MSSIPL / Majesco Ltd, then this AGREEMENT shall terminate forthwith on the happening of such event.

Upon termination of the AGREEMENT, Majesco Ltd shall render an account of all unpaid cost to MSSIPL and MSSIPL shall settle such account within 30 days of receipt of this invoice.

This AGREEMENT shall terminate with respect to any party hereto that breaches its obligations or fails to perform any obligations herein, if such breach or failure remains uncured for thirty (30) days after such party receives written notice of the other party.

No party shall be deemed to be in breach of this AGREEMENT by reason of any delay in performing, or any failure to perform any of their respective obligations in relation to this AGREEMENT, if the delay or failure was due to a Force Majeure Event.

If either party suffers delay in the execution of its contractual obligations due to the occurrence of a Force Majeure Event, it shall promptly give the other party notice of the cause of the delay and the expected duration thereof. The parties shall use their best efforts to avoid or minimize the effects upon their obligations assumed hereunder of such Force Majeure Event and shall perform their contractual obligations as promptly as reasonably practicable after removal of the Force Majeure Event and its effects without prejudice to the right of the parties to terminate under the conditions set above under termination clause.

This AGREEMENT constitutes the entire AGREEMENT between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and communications (if any), whether written or oral, between the parties with respect to the subject matter hereof.

Both the parties will continuously review this AGREEMENT as to the reasonableness of its terms. If at any time the parties discover that this AGREEMENT does not provide for a fair balance between the interests of the parties, either of the parties to this AGREEMENT shall then agree upon such amendments as are required to reflect the change of circumstances.

Any amendment to the AGREEMENT must be made in writing in order to become effective, unless a stricter form is legally required. This shall also apply to any amendment, supplement or cancellation of any clause of the AGREEMENT.

Each party shall undertake the necessary compliances related to withholding tax if applicable and required under the provisions of Indian Income-tax Act, 1961, as applicable.

Majesco Ltd shall be responsible for payments to the said Personnel of salary / remuneration, deduction on account of taxes and payment of all statutory contributions and benefits applicable under the Indian laws including settlement of full and final dues.

Each party shall be liable for and shall pay and discharge any taxes, duties or any other levies of any kind whatsoever in connection with the execution and performance under this Agreement in accordance with the applicable laws and regulations in India.

The respective parties shall at all times and at its own expense undertake the necessary compliances related to:

Majesco Ltd shall be entitled to assign the AGREEMENT or delegate the performance of its obligations hereunder without the express written consent of MSSIPL, although any assignment will be communicated to MSSIPL in writing.

No assignment by MSSIPL shall be permitted except with the written agreement of Majesco Ltd.

The validity, performance and construction of the AGREEMENT shall be governed and interpreted in accordance with the laws of India.

Except as otherwise provided in this AGREEMENT, any failure of any of the parties hereto to comply with any obligation, covenant, AGREEMENT or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver. Such waiver or failure to insist upon strict compliance with obligation, covenant, AGREEMENT or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Nothing in this agreement shall be deemed to constitute a partnership / joint venture between the parties to this AGREEMENT. The relationship which subsists between the parties is that which arises under this arrangement

IN WITNESS WHEREOF the parties have caused this AGREEMENT to be executed by their duly recognised officers as of the date above stated.

Signed on behalf of the Majesco Limited

AND

Signed on behalf of the Majesco Software and Solutions India Private Limited

Annexure 1

7