SOFTCELL Technologies Limited.

Commercial Proposal
Adobe Products

Submitted by,
Name Shipra Tayal 22 nd Jan 2010

Ref: SOFTCELL/ST/4022 Friday, Jan 23rd, 2010 Kind Attn: Mr. Nandi Bangalore

Dear Sir, With reference to the Software requirement at your end, we are hereby pleased to submit the quotation for the following software product. We would be pleased to provide you with any further information you may need in this regard.

Introduction of Softcell
Softcell is a leading Systems Integration company focused on providing a broad range of software, hardware, networking and professional IT services. Our solutions help customers in managing and securing their IT infrastructure. Located in major cities across India, Softcell serves over 5,000 customers and has the process knowledge and technical expertise to ease a customers burden of selecting and purchasing IT assets while streamlining IT management and costs. Established in the year 1989, Softcell provides Total IT Solutions in the realm of Software Licensing, Systems Integration services, Engineering Services, Internet Hosting services and Facilities Management.

Softcell and Adobe Alliance Softcell is an "Adobe Platinum Business Partner" and has been associated with Adobe for the past 8 years. Softcell enjoys the highest level of partnership offered by Adobe. Softcell is clearly biggest partner for Adobe in India in terms of revenues. We have a broad, cross-industry experience in providing acrobat solutions to clients ranging from small & medium businesses to large enterprises in India. Best Partner award year-on-year is a testimony to our expertise on selling Adobe products and providing the right solution to customers. Third year in a row Softcell has received the Best Partner Award, All India. Softcell also received the Best Acrobat Solutions Partner, All India Award in FY2007-08.

Why Softcell? Softcell is a Platinum level partner for Adobe in India, the highest level of partnership offered by Adobe in India Softcell is the largest partner for Adobe in India in terms of the revenues that we contribute to Adobe Business.

Softcell serves more than 200 Global customers in India under Adobe Contractual Licensing Program [CLP]. Softcell is the Best Acrobat Solutions partner in the country. The award in FY06-07 is a testimony to the same Softcell has a proven sales & technical expertise on the Adobe products. We have proven skills in suggesting the right products to customers across the Adobe product family. Softcell has more than 2,000 satisfied customers for Adobe products.

We are committed to effectively service your requirement of Adobe products purchased from us and we will do everything necessary to achieve your goals in this regard. Assuring you the best of our attention at all times and looking forward to your valuable purchase order. Thanking you.

Adobe Acrobat 9 Family

Adobe Acrobat 9 software helps you communicate the way youve always wanted to using PDF, the standard for electronic document exchange. Create and reliably share PDF documents and forms, help protect and control sensitive information, safeguard your work, and communicate exactly as intended. Product highlights:

Unify documents and information Easily organize content from a variety of sources into a professional PDF Portfolio. Combine documents, e-mail, images, 3D drawings, and rich mediaincluding audio, video, and mapsin a single file. Quickly integrate content, define navigation, and add polish to communicate clearly and effectively. Bring people and ideas together Quickly gain the input you need to efficiently develop and complete work. Accelerate the exchange of ideas with colleagues, extended teams, and customers. With easy-tomanage electronic reviews, participants can see and build on each others comments as they are being made. Streamline with PDF forms Simplify the creation and completion of forms to efficiently analyze and use data. Scan or convert existing documents to fillable PDF forms that are easy to complete, ensuring the data you receive is accurate and useful. Eliminate manual data re-entry to help reduce costly errors, and speed up the use and analysis of collected information.

Adobe Acrobat products:

Adobe Acrobat 9 Pro software helps business and creative professionals communicate and collaborate more effectively and securely with virtually anyone, anywhere. Unify a wide range of content in a single, organized PDF Portfolio. Collaborate through electronic document reviews. Create and manage dynamic forms. And help protect sensitive information. Adobe Acrobat 9 Pro Extended software is the complete PDF solution for business and technical professionals. Unify the widest range of content in compelling PDF Portfolios. Collaborate through shared document reviews. Create interactive forms to collect data easily. Help protect and control sensitive information. And extend Acrobat functionality to users of free Adobe Reader software.* Adobe Acrobat 9 Standard software helps office workers communicate exactly as intended. Combine files from multiple applications in a single PDF file, easily create PDF forms, manage document reviews, enable

Top Reasons to By Acrobat 9 Products: Unify a wide range of content in a PDF Portfolio Include rich-media content in PDF files Easily create and track electronic forms Synchronize document views Convert web pages to PDF Compare PDF documents Verify PDF standards Launch faster Print reliably Works with Acrobat.com

Commercial Proposal

Sr.No.

Product Description

Qty.

Unit Price (INR)

Total Price (INR)

1.

Adobe Acrobat 9 Win AOO License

13149

13,149

Vat @ 4%

526

Service Tax @ 10.3 %

1,354

Total

15,029

The below Information is Mandatory in your Purchase Order: Permanent Account No. (PAN): VAT No.: Service Tax No.: Tax Deduction Account No. (TAN):

Commercial Terms and Conditions

This offer is conditional to the following terms & conditions:

1. 2. 3.

Prices are subject to change based on INR/USD exchange ratios and/or Principals pricing policy. Licensing is subject to change based on Principals licensing policy and may impact the price points.

As per Adobes policy of order acceptance, End Customer PO is mandatory for Softcell to login the order. We therefore require a firm Purchase Order with terms and conditions as mentioned in this proposal. Any modifications to the terms and conditions included in this offer may affect the order acceptance criteria of Adobe and at times may even lead to rejection of order in their Order processing system. In the event of rejection of an order by Adobe, we will not be able to honor the fulfillment of you PO. 4. Stocks & availability: 4.1. License/s: All license fulfillment orders are ordered back to back with the Principal. Adobe Medias:

5.

5.1. 5.2. 6.
7.

Adobe ships media in ESD form only.

Softcell is not authorized to duplicate physical media as per Adobe policy on media duplication. It is mandatory to buy Media for customers buying under the TLP License program. For CLP customers it is optional. Delivery: 5.3.

8.

6.1. Four to five Weeks from the date of receipt of PO and advance, whichever is later. Payment Terms: 7.1. Unless credit terms have been expressly agreed by Softcell, payment for the products or services shall be made in full along with the confirmed purchase order. 7.2. Wire transfer / RTGS payment in INR currency can be sent to our HDFC Bank Limited A/c no 02402790006088 in the name of Softcell Technologies Limited. Taxes: Applicable extra, as per Government of India laws. 8.1.
8.2. 8.3. TDS: License, Maintenance, ESD Media all will attract both 10.30% Service tax and 4% VAT on the base value. Any change in the same will be to the customer account Shrink (full/Box) would attract 4% VAT only. Octroi charges, if applicable, will be charged extra on the sum of Base Value + Taxes.

9.

We have filed to the IT assessment officer a request for reduced incidence of TDS @ 0.70%. In response to our filing, the IT assessment officer has issued us a certificate that is valid until 31/3/2010 and names various customers who may deduct TDS @ 0.70% instead of the standard TDS deduction. 9.2. Before deducting TDS, please instruct your Finance department to check with our branch office if your company name is included in this list. 10. Transaction currency: INR. 11. The rates quoted do not include any implementation/support/service/consulting charges unless specifically stated. Licenses do not include media or documentation kits and these may be ordered separately. 12. Warranty and support on software is as per the Principals policy. Softcell makes no claims of providing any independent warranty/guarantee, either expressly or implied and any/all such indications are null/void. 13. All rights, title or interest in respect of the intellectual property rights in the software remain with the licensor of the software at all times. 14. Unless the Customer notifies Softcell to the contrary on the day of delivery and such notification is confirmed in writing within two days, the Products shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the PO. Customers shall not be entitled to withhold payment of all or any of the Prices of the Products whilst any claim is being investigated by Softcell or the Principal. 15. Validity: Valid for 5 days and may be extended subject solely to our discretion and is generally dependent on fluctuations in INR/USD ratio. Also subject to Government levies, taxes & the policies of the principal publisher remaining unchanged. 16. Order cancellation: Orders once placed cannot be cancelled. 17. These Terms and Conditions shall be governed by and construed in accordance with the laws of India. Kindly ensure to mention above terms and condition in FULL at the time of placing the Order. 5

9.1.

Please courier the original Purchase Order and Payments to Softcell Technologies Ltd at:

Shipra Tayal SOFTCeLL Technologies Ltd. | 3rd floor,"Corniche",15/3, Infantry Road,Bangalore - 560001 phone: +91-80-66006700 ext: 6737 | email: stayal@softcell.in |
We look forward to a long term Business association with your Organization and to receiving your valuable Order. Thanking you, Yours sincerely, For SOFTCELL Technologies Ltd. Name: Shipra Tayal Email : stayal@softcell.in Contact Number : 66006700 ext 6737