DISTRIBUTION AGREEMENT

This distribution agreement ("Agreement") is made as of 1st October 2011 by and between MEGA
INTERNATIONAL S.A., a corporation organized and existing under the laws of France, with an
office at 9 avenue René Coty, 75014 Paris, France ("MEGA"), and PT Mitrakarya Solusindo Utama, a
corporation organized and existing under the laws of the Republic of Indonesia, with an office at Jl
Kidang No 34, Buahbatu, Bandung, 40262 ("DISTRIBUTOR").

- RECITALS -

WHEREAS, MEGA is in the business of developing, marketing and selling certain software
applications set out in Exhibit A (collectively, the "Products") for a worldwide distribution of the
Products through its own operations and its non-exclusive resellers and distributors channels,

WHEREAS, DISTRIBUTOR is in the business of consulting and software sales for marketing, sale
and distribution in the Republic of Indonesia, and

WHEREAS, MEGA and DISTRIBUTOR (individually, the "Party" or collectively, the "Parties")
desire to enter into this Agreement on the terms set forth herein,

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
agree as follows:

1. Grant of Rights; Territory; Non-Exclusivity.

1.1 MEGA hereby appoints DISTRIBUTOR as its non-exclusive distributor for the term of this
Agreement for the marketing, sale and distribution of the Products in the territories specified in
Exhibit A (collectively, the "Territory"), and DISTRIBUTOR hereby accepts such appointment.

1.2 MEGA hereby grants to DISTRIBUTOR a non-exclusive license within the Territory for the
trademarks, trade names, and copyrights concerning the Products. In consideration of the aforesaid
license, DISTRIBUTOR shall pay to MEGA the marketing license fee specified in Exhibit A (the
"Annual Marketing Fee").

1.3 DISTRIBUTOR shall pay MEGA for any sold Products to its customers in accordance with the
provisions of Section 3 (Purchase and Sales; Delivery) below.

2. Term of Agreement; Renewal.

2.1 The initial term of this Agreement shall commence upon the execution hereof, and shall, provided
this Agreement has not previously been terminated, continue until the first anniversary of the date
hereof (the "Initial Term").

2.2 Upon the expiration of the Initial Term, and provided this Agreement has not previously been
terminated, the term of this Agreement may continue for an indefinite term subject to termination by
either Party upon not less than six (6) months' prior written notice to the other Party of its decision so
to terminate.

2.3 Whenever use is made herein of the word "term" to refer to the term of this Agreement, such word
shall be deemed to refer to the Initial Term or any subsequent renewal or extension thereof.

3. Purchase and Sales; Delivery.

3.1 During the term of this Agreement, DISTRIBUTOR shall, from time to time, submit to MEGA
purchase orders for quantities of the Products. Upon MEGA's receipt of any such order, MEGA shall
promptly advise DISTRIBUTOR of MEGA's acceptance or rejection of the order. In the event of any
conflict between the terms of such order and this Agreement, the terms of this Agreement shall
prevail.
3.2 MEGA or its authorized designee will deliver Products to DISTRIBUTOR promptly following the
date of the mutually agreed purchase orders, either by electronic delivery, or by physical delivery of
media containing the Products. If made electronically, delivery shall be deemed to have occurred, and
risk of loss transferred to DISTRIBUTOR, when DISTRIBUTOR is first provided with electronic
access to the Products. Delivery of physical media shall be made FCA MEGA’s place of business
(Incoterm 2000, as published by the International Chamber of Commerce). DISTRIBUTOR or its
customers will be responsible for installing the Products on relevant computer systems, which shall
comply with all relevant requirements set forth in the documentation of Products.

3.3 Discounts on price list of Products granted to DISTRIBUTOR by MEGA are set out in Exhibit A.

3.4 Payment for the Products delivered to DISTRIBUTOR as provided in this Section 3 (Purchase and
Sales; Delivery) shall be made by DISTRIBUTOR to MEGA by direct bank-to-bank wire transfer in
EUR currency to any account designated in MEGA's invoice, payable thirty (30) days subsequent to
the date of invoice for the Products so delivered.

3.5 In the event that DISTRIBUTOR fails to pay an invoice by its due date, MEGA may (without
prejudice to any other right of remedy it may have) impose a finance charge on all amounts past due
equal to the lesser of one and one half percent (1-1/2%) per month or the maximum allowed by law
and charge DISTRIBUTOR for MEGA’s reasonable expenses of collection therefor, including but not
limited to, attorneys’ and experts’ fees and court costs.

3.6 The fees set forth under this Agreement do not include any foreign, federal, state or local sales,
value added, use, withholding or other similar taxes, tariffs or duties, however designated, levied
against the sale, licensing, delivery or use of the Products. DISTRIBUTOR shall pay or reimburse
MEGA all taxes, tariffs or duties of whatsoever nature and whosoever imposed in connection
herewith. In the event that any payment to be made in respect of any invoice is subject by law to any
withholding tax, the amount of fees owing to MEGA shall be grossed up by an amount necessary to
ensure that MEGA receives the amounts stipulated in the applicable purchase order after payment of
the withholding tax.

4. Obligations of DISTRIBUTOR
Without limiting the generality of the other provisions of this Agreement imposing obligations upon
DISTRIBUTOR, DISTRIBUTOR shall fully and faithfully carry out the following duties:

4.1 DISTRIBUTOR shall utilize its best efforts to promote, extend and maximize sales of the
Products, and the reputation of the Products, throughout the Territory, and shall conduct its business,
and otherwise act, in all matters concerning MEGA and the Products, in a manner that will benefit and
enhance MEGA's and the Products' interests and reputation.

4.2 DISTRIBUTOR shall provide MEGA with written reports respecting the Products, broken down
by appropriate geographic entities of DISTRIBUTOR within the Territory, setting forth (a) on a
quaterly basis (i) DISTRIBUTOR's billings to its customers within the Territory, and (ii) such current
information as may be available to DISTRIBUTOR concerning competition within the Territory.
DISTRIBUTOR shall use the reporting tool that will be provided by MEGA and update it on a regular
basis for any potential orders from any prospects or customers.

4.3 DISTRIBUTOR shall sell the Products in the Territory only under the trademark and trade name
normally used for the Products by MEGA and, except otherwise agreed in writing by MEGA, only in
the packaging and in the same condition as that in which the Products is dispatched by MEGA and
with all packaging intact.

4.4 DISTRIBUTOR shall sell each unit or pack of Products with an end-user license agreement
(EULA) in the form set forth in Exhibit C of this Agreement, as it may be amended from time to time
by mutual agreement of the parties.

4.5 DISTRIBUTOR acknowledges the right of MEGA to all patents, trademarks, trade names,
copyrights and designs concerning the Products. DISTRIBUTOR shall not apply for registration or

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other rights to any of the foregoing, or the rights to anything similar to any of the foregoing, and all
literature supplied by MEGA concerning MEGA or the Products shall be and remain the property of
MEGA and no rights to use such property shall accrue to DISTRIBUTOR as a result of this
Agreement other than as authorized by MEGA.

4.6 DISTRIBUTOR agrees not to harm, either directly or indirectly, MEGA’ brand image and/or sales
policy, as well as its corporate names, brands, and logos or any other distinctive signs belonging to
MEGA. DISTRIBUTOR will not make any representation of any kind about MEGA or the Products.
DISTRIBUTOR will not give any warranty of any kind regarding MEGA’ willingness, MEGA’s
strategy or forecasts, the Products and their specifications, features, performance, or ability to meet
specific requirements and will only disclose to the customers the latest updated information as
provided by MEGA from time to time. DISTRIBUTOR has no authority to enter in any agreement
with any third party on behalf of MEGA. In the event that DISTRIBUTOR wants to independently
create, design or publish any advertising, communication or marketing materials in conjunction with
MEGA or the Products, DISTRIBUTOR will submit a copy of these materials to MEGA for prior
written consent before any release, disclosure or use.

4.7 DISTRIBUTOR shall inform MEGA of any infringement or threatened infringement of any
trademark, trade name, copyright or design concerning the Products in the Territory, and in any legal
proceeding or other effort taken by, or on behalf of, MEGA concerning any such infringement or
threatened infringement, DISTRIBUTOR, INC. shall provide MEGA or anyone acting on MEGA's
behalf whatever assistance MEGA shall reasonably request, provided, however, that DISTRIBUTOR
shall have no responsibility for incurring legal fees or other costs with respect to rendering such
assistance.

4.8 DISTRIBUTOR shall comply with all applicable local laws and regulations.

4.9 DISTRIBUTOR shall bring to the attention of MEGA any information received by
DISTRIBUTOR, which is likely to be of interest, use or benefit to MEGA in relation to the marketing
of the Products in the Territory.

4.10 DISTIBUTOR is committed to achieve the purchase objectives as defined in Exhibit A. Each
purchase objective shall consist in a purchase period and a minimum amount to be ordered by
DISTRIBUTOR to MEGA for Products purchased in that period. These purchase objectives should be
revised each year by mutual consent at the anniversary date of this Agreement and appended hereto.
Failure of DISTRIBUTOR to meet the purchase objectives will entitle MEGA to terminate this
Agreement by giving 6 month notice in writing.

5. Obligations of MEGA; Warranty of Products.

5.1 MEGA shall fill DISTRIBUTOR's purchase orders for the Products that are accepted by MEGA
pursuant to Section 3 (Purchase and Sales; Delivery) in accordance with the specifications in each
such order except to the extent that MEGA is unable to do so as a result of circumstances reasonably
beyond the control of MEGA.

5.2MEGA shall provide DISTRIBUTOR a reasonable quantity of non exclusive, non transferrable
licenses for the duration of this Agreement to use the Products at no cost for promoting purposes and
for internal training. Using them for commercial activities for customers is strictly prohibited.

5.3 MEGA warrants that for a period of thirty (30) days following the initial delivery of the Products
to DISTRIBUTOR, the Products substantially operate in accordance with their documentations. If the
above warranty is breached, MEGA will, at its option and at no cost to DISTRIBUTOR, (a) provide
remedial services necessary to enable the Products to conform to the warranty, or (b) replace any
defective Products, or (c) refund amounts paid in respect of the defective Products. MEGA’s warranty
obligations will only extend to material errors that can be demonstrated to exist in an unmodified
version of the Products except where the modifications were carried out by MEGA or with its prior
written approval. DISTRIBUTOR will notify MEGA promptly in writing of any breach of warranty.

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DISTRIBUTOR will provide MEGA with a reasonable opportunity to remedy any breach and
reasonable assistance in remedying any defects. The remedies set out in this subsection are
DISTRIBUTOR’s sole remedies for breach of the above warranty.

5.4 The warranty set forth in Section 5.3 above does not cover any alterations, modifications,
parameterizations or changes to the Products not previously authorized in writing by MEGA. MEGA
is not responsible for problems associated with or caused by incompatible operating systems or
equipment, for problems in the interaction of the Products with software or systems not furnished or
maintained by MEGA, or for installation not performed in compliance with all system requirements
set forth in the related documentation. DISTRIBUTOR or its customers assume full responsibility for
the overall effectiveness and efficiency of the operating environment in which the licensed Products is
to function. Unless specifically incorporated into an applicable purchase order mutually agreed in
writing, no oral or written information or advice given by MEGA shall in any way extend, modify or
add to the foregoing warranty.

5.5. THE LIMITED WARRANTY STATED IN SECTION 5 (WARRANTY OF PRODUCTS) SETS

FORTH THE ONLY REPRESENTATIONS AND WARRANTIES CONCERNING THE
PRODUCTS PROVIDED BY MEGA. MEGA EXPRESSLY DISCLAIMS ALL OTHER
REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, INCLUDING
WITHOUT LIMITATION WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS,
RESULTS, AND THE IMPLIED WARRANTIES OF NONINFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF MEGA HAS
BEEN INFORMED OF SUCH PURPOSE, OR ANY REPRESENTATIONS AND WARRANTIES
ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF
TRADE. MEGA SHALL NOT BE RESPONSIBLE FOR DISTRIBUTOR’S USE OF THE
PRODUCTS AND SERVICES. MEGA MAKES NO REPRESENTATION OR WARRANTY
WITH RESPECT TO HARDWARE OR NETWORK DOWNTIME, INTERFERENCE,
BANDWIDTH, INTERRUPTION, OUTAGE, OR QUALITY OR SPEED OF ACCESS OR
TRANSMISSION OF DATA OR THAT THE OPERATION OF THE PRODUCTS WILL BE
UNINTERRUPTED OR ERROR FREE. NO AGENT OF MEGA IS AUTHORIZED TO ALTER
OR EXCEED THE WARRANTY OBLIGATIONS OF MEGA AS SET FORTH HEREIN.

6. Advertising and Promotion.

Depending on the marketing strategy of the Parties for the Products, MEGA and DISTRIBUTOR shall
consult with each other to prepare and execute marketing and promotional plans and programs, and
otherwise to determine when and how the Products shall be advertised in the Territory, provided that
with respect to all of the foregoing, MEGA shall have sole decision authority.

7. Support and Maintenance Services for Products.

The support and maintenance services regarding the Products will be set forth by a separate agreement
between DISTRIBUTOR and the customers of DISTRIBUTOR which terms and conditions are set
forth in Exhibit C of this Agreement. MEGA may subcontract to DISTRIBUTOR the first level of
support and maintenance services pursuant to the rules of Exhibit B.

8. Professional Services for End-user's project.

Pursuant to separate agreement of the Parties, MEGA’s professional services team may support
DISTRIBUTOR in the implementation of any end-user's project. To that extent and if required,
DISTRIBUTOR will do its best efforts to assist MEGA to get work permits or relevant visas for
MEGA’s consultants designated to work on the Project. More specifically, if local regulations require
some sponsoring to get the relevant work permits, DISTRIBUTOR shall commit to grant such
sponsoring for the common interest of both parties under this Agreement.

9. Confidentiality.
For the term of this Agreement and for ten (10) years from its termination or expiry, each Party
(“Receiving Party”) shall consider as strictly confidential and treat as such all information irrespective
of its nature and format received from the other Party (“Disclosing Party”) during the performance of
this Agreement (collectively “Confidential Information”). Confidential Information includes but is
not limited to drafts, documents, data and database models, schemes, methodologies, tree structure and
software architecture, technical and functional specifications of Products not commercially disclosed

Confidential 4
in public materials, file layouts, screen layouts, trade secrets, know-how, Products, feedbacks,
comments, notices, financial terms and objectives, the terms of this Agreement and any other oral or
written information. The following shall not be considered to be Confidential Information under this
Agreement: (i) information received by Receiving Party from Disclosing Party as part of Marketing
Materials to be commercially and publicly disclosed to prospective customers or Qualified Customers,
(ii) information that is or becomes part of the public domain through no act or omission of Receiving
Party, (iii) information that is lawfully acquired by Receiving Party from third party without any
breach of confidentiality, (iv) information that is independently developed by Receiving Party without
use of or reference to the disclosing Party’s Confidential Information, (v) information already known
by Receiving Party where such knowledge can be demonstrated through appropriate existing
documentation, or (vi) information that is required to be disclosed in accordance with judicial or other
governmental order, provided that Receiving Party shall give to Disclosing Party reasonable notice
prior to such disclosure. Each Party agrees not to disclose or allow to be disclosed to any third party,
either directly or indirectly, in whole or in part, the Confidential Information of the other Party of
which it is aware, other than to employees and/or subcontractors needing such information for the
performance of the Party’s obligations under this Agreement. Each Party agrees to take all necessary
measures to ensure that any employees and/or subcontractors and/or prospective customers who
receive Confidential Information is subject to the same obligations of confidentiality as set out under
this Agreement. Each Party agrees not to use the Confidential Information of the other Party for any
reason other than to fulfill its obligations under this Agreement and agrees to return immediately upon
request of the other Party all documents or other media containing the Confidential Information of the
other Party which it received while fulfilling its obligations under this Agreement. Nothing in this
Agreement is, nor shall be deemed to be, any transfer, conveyance, assignment or waiver (by express
license, implied license or otherwise) by the Disclosing Party of any Intellectual Property Rights it has
or claims to have in the Confidential Information. The remedy at law for any breach or threatened
breach of this article “Confidentiality” shall be inadequate, and in addition to any other remedy
available at law, in equity or under this Agreement, the non-breaching party shall be entitled to obtain
injunctive relief without proof of irreparable injury and without posting bond. If there is any
unauthorized disclosure or loss of, or inability to account for, any Confidential Information of the
Disclosing Party, the Receiving Party shall promptly: (a) notify the Disclosing Party upon becoming
aware thereof; (b) take such actions as may be necessary or reasonably requested by the Disclosing
Party to minimize the disclosure, losses or violation; and (c) cooperate in all reasonable respects with
the Disclosing Party to minimize the violation and any damage resulting therefrom.

10. Intellectual Property.

DISTRIBUTOR hereby acknowledges that (i) the Products and any modification, enhancement,
upgrade, update, or change are the ownership of MEGA solely, except any third party components
required for operating the Products (such as but not limited to open source components governed by
their owners’ respective license agreements), and (ii) the right to buy and resell the Products to the
customers for the Project granted herein does not imply any transfer or assignment of ownership to
DISTRIBUTOR or to the customers, provided that MEGA reserves all intellectual property rights on
the Products. DISTRIBUTOR shall ensure that ownership references appear on any complete or
partial reproductions of the components of the Products, and also on all media and materials relating to
the Products. In the event of an attempted sequestration, the DISTRIBUTOR shall immediately
inform MEGA and take all the steps necessary to make the above-mentioned ownership known.
MEGA guarantees that the normal use of the Products does not infringe upon any third party
intellectual property rights. MEGA provides DISTRIBUTOR with a guarantee against any ruling
resulting in a legal decision that is definitive and without appeal based on the infringing nature of the
Products. This guarantee is expressly subject to the following conditions: (i) DISTRIBUTOR notifies
MEGA by overnight courier within seven (7) calendar days upon receipt of third party’s infringement
claim with all details and information in DISTRIBUTOR’s possession, (ii) MEGA has exclusive
control over the means of defense and any amicable settlements of this claim, (iii) DISTRIBUTOR
cooperated diligently and fairness with the defense against infringement proceedings by providing
MEGA with all elements, information, and assistance that are useful and necessary for the proper
preparation of such a defense, and (iv) third party’s action, claim, or demand is not the result of facts
that are not exclusively attributable to MEGA. In the event that a definitive enforceable ruling is
made against DISTRIBUTOR based on the infringing nature of the Products, MEGA agrees at its own
discretion to provide DISTRIBUTOR with a non-infringing element or to obtain for DISTRIBUTOR
the right to continue to use the Products in question.

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11. Limitation of Liability.
IT IS EXPRESSLY AGREED THAT THE PARTIES ARE BOUND BY AN OBLIGATION OF
MEANS WITH REGARDS TO THE OBLIGATIONS FOR WHICH THEY ARE RESPONSIBLE IN
EXECUTING THE AGREEMENT. IT IS EXPRESSLY AGREED BETWEEN THE PARTIES
THAT IN THE EVENT THAT MEGA IS FOUND LIABLE UNDER THIS AGREEMENT, THE
AMOUNT OF DAMAGES THAT COULD BE RULED AGAINST MEGA IS EXPRESSLY
LIMITED TO THE AMOUNT OF THE PAYABLE OR PAID FEES COLLECTED BY MEGA
PURSUANT TO THIS AGREEMENT. UNLESS THERE ARE STATUTORY PROVISIONS TO
THE CONTRARY, ANY LEGAL ACTION ON THE PART OF DISTRIBUTOR RELATED TO
THE AGREEMENT MUST TAKE PLACE WITHIN TWELVE MONTHS OF THE EVENT
GENERATING THE ACTION AT THE LATEST. IN NO EVENT SHALL MEGA OR ITS
DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, SUPPLIERS OR LICENSORS, BE
LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL
OR SPECIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
DATA, REVENUES OR PROFITS WHETHER OR NOT MEGA HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

12. Force Majeure.

Performance under this Agreement may be postponed or extended automatically to the extent that
either party is prevented from performing its obligations under this Agreement as a result of a cause
beyond its reasonable control, such as an accident, act of a civil or military authority, act of God,
earthquake, embargo, fire, flood, intervening change in law or governmental regulation, riot, strike,
shortage of transportation or communication facilities, pandemic, disruption of telecommunication
networks, terrorism or war.

13. Inspection.
Upon MEGA's written request and no more than every twelve (12) months, DISTRIBUTOR shall
provide MEGA with a signed certification listing all copies and the respective locations of the
Products. In addition to the foregoing, at MEGA's written request, and no more than annually,
DISTRIBUTOR will permit MEGA to review and verify DISTRIBUTOR's sales of the Products for
compliance with the terms and conditions of this Agreement, at MEGA's expense. Any such review
shall be scheduled at least ten (10) days in advance, shall be conducted during normal business hours
at DISTRIBUTOR's facilities, and shall not unreasonably interfere with DISTRIBUTOR's business
activities. DISTRIBUTOR agrees to maintain all relevant accounting documents reflecting all sales of
Products and provide MEGA access to such documents during the review, provided that such
documents will be considered as Confidential Information in accordance with the provisions of
Confidentiality hereunder.

14. Termination; Effects of Termination.

Either Party may immediately terminate this Agreement, without prejudice to whatever other remedies
it may have, by giving notice in writing to the other Party of its decision so to terminate, upon the
occurrence of any of the following:

(a) If the other Party shall be in breach of any of the provisions of this Agreement, and shall not
remedy such breach to the satisfaction of the terminating Party within thirty (30) days after the
service of written notice of and requirement to remedy such breach served by the terminating
Party and referring to this Section 14 (Termination; Effects of Termination), unless such
breach is not capable of being remedied, in which event this Agreement may be terminated
forthwith by serving written notice thereof referring to this Section 14 (Termination; Effects
of Termination);

(b) If (i) the other Party shall become insolvent or admit in writing its inability to pay its debts as
they mature; (ii) the other Party shall make any assignment to or for the benefit of creditors or
seek to obtain an extension of time within which to pay obligations; (iii) the other Party
suffers any distress or execution to be levied on a substantial part of its property; (iv) the other
Party applies for, consents to, or acquiesces in the appointment of a trustee, receiver or
custodian for it or any of its property; (v) in the absence of an application, consent or
acquiescence, a trustee, receiver or custodian is appointed for the other Party or any of its

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 property; or (vi) any bankruptcy, reorganization, debt arrangement, or other proceeding under
any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is instituted
by or against the other Party;

(c) If the other Party, directly or indirectly, becomes controlled by any MEGA or other person
other than any MEGA or other person which may have such control as of the date of the
execution it of this Agreement.

Upon any termination of this Agreement, DISTRIBUTOR shall (i) immediately cease use of the
property licensed to it hereunder and identified in Exhibit A hereto and in this regard shall take all
corporate action necessary to change its corporate name in compliance with this provision, and (ii)
promptly return or otherwise dispose of as directed by MEGA, catalogues, advertising materials,
specifications and other materials which DISTRIBUTOR may have in its possession or under its
control relating to MEGA or the Products.
Upon termination of this Agreement, MEGA will take over and fulfill all maintenance obligations.
DISTRIBUTOR shall pay back to MEGA the maintenance fees collected from its customers covering
the period starting from the termination date.

15. Non-Solicitation.
Unless expressly agreed otherwise, the Parties agree not to hire or provide work to any member of the
other Party’s staff, directly or through an intermediary person or company and even if the staff
member in question initiates solicitation. This obligation is valid for the term of this Agreement and
for a period of twelve (12) months following its expiry or termination for any reason whatsoever. In
the event that one Party does not comply with this obligation, this Party agrees to pay to other Party an
indemnification amounting to at least the last twelve gross salaries of the staff member in question
and, if the case may be, any related training charges borne by the other Party in the last fiscal year.

16. Non-Competition.
During the term of this Agreement and for twelve (12) months following the expiry or termination of
this Agreement, DISTRIBUTOR agrees not to compete directly with MEGA regarding the Products,
nor to enter any agreement with any other person, firm or corporation engaged in the development or
marketing of software competing with the Products. DISTRIBUTOR shall also include a non-
compete condition in the work contract of all its employees working on its business line relating to the
Products whose terms shall not be less restrictive than those set forth herein.

17. Miscellaneous.
17.1 Except as expressly provided hereunder, DISTRIBUTOR may not assign, transfer, delegate or
sublicense the rights or obligations created through this Agreement without the prior written consent
of MEGA. MEGA reserves the right to transfer its rights and obligations hereunder to a third party, in
the event of a restructuring of MEGA, either through acquisition, merger/takeover or partial capital
investment affecting MEGA.

17.2 DISTRIBUTOR and MEGA enter into the Agreement as legally and financially independent
entrepreneurs. As a result, the Agreement must under no circumstances be interpreted as creating a
common entity, a sales office relationship, an order of common interest, an association by right, or an
employer-employee relationship between the Parties. Therefore, each Party (i) agrees not to make any
commitments in the name of or on behalf of the other Party and (ii) remains solely responsible for its
own management decisions and internal controls.

17.3 The Agreement, the Recitals, and the Exhibits include all of the Parties’ obligations relative to the
purpose of the Agreement. It cancels and replaces all previous documents and agreements signed
between the Parties and may only be modified by adding additional clauses signed between the
Parties.

17.4 In the event that any provision of this Agreement is held by a court or other tribunal of competent
jurisdiction to be unenforceable, such provision will be deemed modified the minimum extent
necessary to render the provision enforceable in a manner that most closely represents the original
intent of the parties. In such event, the remaining terms and conditions of this Agreement will remain
in full force and effect and enforceable.

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17.5 The fact that one of the Parties does not claim the default of the other Party on any of its
obligations in executing the Agreement whatsoever may not be interpreted as a waiver of the
obligation in question.

17.6 In the event that problems arise in the interpretation of any of the headings or subheadings of the
stipulations herein with any of these stipulations whatsoever, the headings will be declared
nonexistent.

17.7 All notices, requests and demands, and other communications required or permitted under this
Agreement will be in writing and will be deemed effective only (i) upon delivery, if delivered
personally to a party with a written acknowledgement of receipt executed by the receiving party; (ii) at
the date of receipt, if delivered by overnight delivery. All notices for each party will be sent to the
addresses set forth in first page of this Agreement.

17.8 The official text of this Agreement and any notices given hereunder shall be in English. In the
event of any dispute concerning the construction or interpretation of this Agreement, reference shall be
made only to this Agreement as written only in English and not to any translation into any other
language.

17.9 The Parties agree that this Agreement is intended by them to be solely for the benefit of the
parties hereto and that no third parties are entitled to rely on any material or information provided by
MEGA, or shall obtain any direct or indirect benefits from this Agreement, have any claim or be
entitled to any remedy under this Agreement, or otherwise in any way be regarded as third-party
beneficiaries under this Agreement.

17.10 The provisions of Sections “WARRANTY OF PRODUCTS”, “CONFIDENTIALITY”,

“INTELLECTUAL PROPERTY”, “LIMITATION OF LIABILITY”, “MISCELLANEOUS” of this
Agreement shall survive the expiration or termination of this Agreement.

17.11 This Agreement will be governed by and construed in accordance with the laws of France
without regard to its conflict of laws provisions. The parties expressly disclaim the application of the
United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer
Information Transactions Act.

17.12 IN THE EVENT OF A DISPUTE BETWEEN THE PARTIES RESULTING FROM THE
CONSTRUCTION, VALIDITY AND/OR PERFORMANCE OF THIS AGREEMENT, IN THE
ABSENCE OF AN AMICABLE SETTLEMENT BETWEEN THE PARTIES, EXCLUSIVE
JURISDICTION SHALL BE GRANTED TO THE COURTS OF PARIS (FRANCE),
NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD PARTY CLAIMS, EVEN FOR
EMERGENCY PROCEEDINGS AND PROTECTIVE PROCEDURES.

17.13 This Agreement may be executed in counterparts, each of which shall be deemed an original,
including a facsimile or a scanned image and/or PDF version, and all of which together shall be
considered one and the same Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first
written above.

MEGA: DISTRIBUTOR:

Name: Name:

Title: Title:

Signature: Signature:

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 EXHIBIT A: PRODUCTS, TERRITORY, FEES AND DISCOUNTS

1. Products:

Bandung, 40262

2. Territory:

Republic of Indonesia

DISTRIBUTOR is not allowed to sell to any company located outside the above Territory, including
and particularly to:
- Subsidiaries or Affiliates of a company located into the Distributor’s Territory;
- Companies having any business relationship with a company located into the Distributor’s
Territory.

3. Purchase objectives

N/A

4. Discounts on Products' price list:

The DISTRIBUTOR acquires MEGA software licenses with a 20% discount of the product price list
given in Exhibit D.

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 EXHIBIT B: 1st LEVEL OF SUPPORT & MAINTENANCE SERVICES

In the event that DISTRIBUTOR is able to perform 1st Level of Support Services (as defined below)
to its customers for the Products listed in Appendix A, DISTRIBUTOR shall act as "Support Service
Provider" (or “SSP”) to its customers and will pay back to MEGA a 18% of the net Product license
fees ordered to MEGA by DISTRIBUTOR.

For the purpose of this Appendix B, SSP shall set up a dedicated team of a minimum of two (2) staff
members having required skills and professional background. SSP shall increase and maintain
adequacy between the number of staff members of dedicated support team and the maintenance and
support agreement in force with the customers. If Service Provider fails to set up or maintain the
required team to deliver the 1st Level of Support Services, MEGA shall be entitled to withdraw the
right to provide this support to the customers after having given thirty (30) calendar days notice and
without any indemnity or other specific formality.

The 1st Level of Support Services is defined as the set of the following services:
(1) Handling of the customers’ inquiries regarding the normal usage of the Products under support
and maintenance services agreement in force.
(2) If the customers discover and report a defect/error, SSP will investigate whether this defect
comes from the Products or from another source. If the defect/error comes from the Products, SSP
shall inform MEGA by telephone or email as soon as possible. To that extent, SSP will provide
MEGA with all information in its possession and obtained from the customers.
(3) Providing the support services on business days and during usual business hours, according to
the domestic banking calendar; and extending opening hours if necessary pursuant to maintenance and
support agreement in force signed with the customers.
(4) Reporting and feedback to MEGA regarding the supported cases and provided answers to
reported errors and inquiries of the customers.
(5) Installing and maintaining the computerized systems and equipment necessary for
communication with MEGA and communication between SSP and the customers (such as but not
limited to PCs, servers, telephones, remote access, as well as all means of communication necessary to
operate the help desk).
(6) Serving as point of contact for necessary communications between the customers and MEGA
with respect to the Products.
(7) Upon issuance of a new release of the Products, MEGA will send one (1) media and the
related material accompanying this new release to SSP. At its option, SSP will send one (1) copy of
this new release of the Products to the customers and may propose the required additional professional
services to assist the customers for installation and migration.
(8) Regularly visiting the customers on-site, at a frequency to be defined on the basis of the
business and the importance of the customers.

For greater certainty, SPP and MEGA will do their best effort to act and coordinate with each other to
comply with the Service Level Agreement described in the support and maintenance services
agreements in force with the customers.

In addition to the 1st Level of Support Services above-mentioned, Service Provider may propose
additional professional services upon request of the customers, in order to provide technical and
functional assistance with Products and training sessions, such additional services will be
contemplated in separate agreement.

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 EXHIBIT C: END-USER LICENSE AGREEMENT (EULA)

Confidential 11
 EXHIBIT D: PRODUCT PRICE LIST

PriceList
Mod-Standard-Asia-USD-USD.pdf

PriceList
GRC-Standard-Asia-USD-USD.pdf

Confidential 12