SOFTWARE DEVELOPMENT AGREEMENT

This Software Development Agreement (the “Agreement” or “Software Development Agreement”) states the terms and conditions that govern the contractual agreement between TAKNIKI COMMUNICATION (INDIA) PRIVATE LIMITED having his principal place of business at 64 JAGAT PARK, GHATLODIA, AHMEDABAD 380061, GUJARAT, INDIA, (the “Developer”), and ARNA GLOBAL, LLC having its principal place of business at 514 LOTHIAN WAY, ABINGDON, MD 21009, USA (the “Client”) who agrees to be bound by this Agreement.

WHEREAS, the Client has conceptualized ONLINE TRANSACTION SYSTEM (the “Software”), which is described in further detail on Exhibit A, and the Developer is a contractor with whom the Client has come to an agreement to develop the Software.

The Client hereby engages the Developer and the Developer hereby agrees to be engaged by the Client to develop the Software in accordance with the specifications attached hereto as Exhibit A (the “Specifications”).

1.

The Developer shall complete the development of the Software according to the milestones described on the form attached hereto as Exhibit B. In accordance with such milestones, the final product shall be delivered to the Client by MARCH 31, 2016 (the “Delivery Date”).

2.

For a period of SIX MONTH after delivery of the final product, the Developer shall provide the Client attention to answer any questions or assist solving any problems with regard to the operation of the Software.

3.

Except as expressly provided in this Software Development Agreement, the Client shall not be obligated under this Agreement to provide any other support or assistance to the Developer.

4.

The Client may terminate this Software Development Agreement at any time upon material breach of the terms herein and failure to cure such a breach within SIXTY DAYS of notification of such a breach.

5.

The Developer shall provide to the Client after the Delivery Date, a cumulative THIRTY DAYS of training with respect to the operation of the Software if requested by the Client.

The Software shall function in accordance with the Specifications on or before the Delivery Date.

1.

If the Software as delivered does not conform with the Specifications, the Client shall within 30 DAYS of the Delivery Date notify the Developer in writing of the ways in which it does not conform with the Specifications. The Developer agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity.

2.

The Client shall provide to the Developer written notice of its finding that the Software conforms to the Specifications within SIXTY DAYS days of the Delivery Date (the “Acceptance Date”) unless it finds that the Software does not conform to the Specifications as described in Section 2(A) herein.

 

 

The Developer represents and warrants to the Client the following:

1.	Development and delivery of the Software under this Agreement are not in violation of any other agreement that the Developer has with another party.

2.	The Software will not violate the intellectual property rights of any other party.

3.

For a period of TWO YEARS after the Delivery Date, the Software shall operate according to the Specifications. If the Software malfunctions or in any way does not operate according to the Specifications within that time, then the Developer shall take any reasonably necessary steps to fix the issue and ensure the Software operates according to the Specifications.

 

 

This Software Development Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of DELAWARE, USA and subject to the exclusive jurisdiction of the federal and state courts located in HARFORD, DELAWARE, USA.

IN WITNESS WHEREOF, each of the Parties has executed this Software Development Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.

TAKNIKI COMMUNICATION (INDIA) PRIVATE LIMITED

EXHIBIT A

Web-based Online Transaction System for Online Travel Agency (OTA) to manage their operations and business including management of Airfares, Pricing tool, multi-GDS searches for public, private and market specific airfares. A parallel search for private airfares from databases hosted by each travel partner/consolidator across the globe would leverage their travel businesses. Interfaces multiple Global Distribution System (GDS) content, Third party content and Fare Management Systems (FMS) with scheduled airline host system including Low Cost Carrier (LCC) host, facilitating access to lowest consolidated airfares across the globe with more than 700 plus airlines on one platform. This web-based Online Transaction System must meet following business requirements and use cases: o Enables travel organizations to source lowest airfares from 700+ airlines across the globe in addition to Low Cost Airlines on single platform o Single platform enables sourcing of most economical SOTO tickets thereby reducing the time required for searching competitive airfares o 24/7 ticketing capability from 700+ airlines across the globe countries o Option to hold PNR on time, mitigates the possible loss associated with uncertain PNR status o Enables transaction in local currency, thereby mitigating the risk due to fluctuation in currency exchange rates o Adaptable on any platform with a predefined itinerary o Ease of payment through multiple payment options for booking o Personalized 24/7 support for 365 days for rescheduling, cancellations and other requests enhance the service quality o Customized branding on e-tickets. o Automated Accounting and Reconciliations System o Add your own customized Markups o Issue Air Tickets, Hotel and Holiday vouchers with Extended partners Logo or Agency name o Maintainability of multiple vendor accounts o Generate instant business reports to view transactions and your customer trends o Web services (API) with the consolidated On-line Flights inventory through API (Application Programmable Interface). o Facility to access Dynamic Real Time Inventory & Pricing from the Airlines o Completely branded and responsive website o Functions or Capability to support Build your Brand use case - Partners website and booking engine (optimized for search ) o Robust tracking and reporting o Online e-ticketing (Add customized Markups) to support Incremental Revenue (Acquire new customers and loyalty functions) o Issue Air Tickets with your own Logo or Agency name, Invoice and Accounting o Extensive Reporting Capabilities to view transactions and your customer trends o Features for Account Management and Credit Management (Deposit/Transfers) o In-built, Cancellation, Invoices and Complete Accounting functions.

 

EXHIBIT B