‘This INDEPENDENT CONTRACTOR AGREEMENT (‘Agreement’) Is entered into é as of August 8, 2007 ("Effective Date"), between Autonomy, Inc., with offices located at One Market Street, Spear Tower, 19th Floor, San Francisco, California $4105 Autonomy) and Satyam Computer Services Limited, with offices loceted at One Autonomy oe Gatehal Dive Sule 201, Parsippany, NU 07054 (‘Gompany), each of Autononty ‘and Company a ("Party"). 4. Services. From time to time, Autonomy and Company may execute one or more Statement of Work ‘SOW in the form attached hereto as Schedule A. Autonomy shall exercise commercially reasonable efforts to Provide the services (‘Professional Services’) in the SOW, elther directly or through a subcontractor. Company ‘Shall provide Autonomy in a timely manner, at no charge to Autonomy, () reasonable assistance and cooperation ‘and (ji) all applicable sofware, equipmant, documentation, content and other materials necessary forthe purpose ‘of enabling Autonomy to perform the Professional Services. Autonomy is not respansibie forthe provision of any direct suppor, maintenance or the provision of new releases, enhancements or updates of the Deliverables (as defined Delow). ‘The terms and contitions set forth herein are not applicable to the licensing of software products. Software products are provided based upon the then current terms and conditions of the Autonomy Software Licenso Agreement. 2. License Grent and Restrictions, Autonomy grants Company a limited, nonexclusive, non-transferable Tcense to sublicense the Deliverables solely and exclusively to the Customer identified in the applicable SOW solely for purposes of allowing such Customer to install and use internally the Deliverables in connection with applicable Autonomy software products separately and validly licensed by Customer as identified in the SOW. ‘Company's right to sublicense the Deliverables and Customer's right 10 install and use the Deliverables are conditioned on (i) Company's compliance with the tems and condittans of this Agreement, (i) Company and ‘Customer entering into a written agreement relating to the Deliverables (‘Customer Agreement’), where the terms and conditions are atleast as protective of Autonomy's proprietary rights es the terms and conaitions of this ‘Agreement, including without imitation, any addtional terms, conditions or restrictions included in the applicable ‘SOW, and (ti) Customer's compliance with the terms and conditions of such Customer Agreement. ‘Company shall not and shel not permit the Customer to: (I) cause or permit any reverse engineering, decompilation, modification, translation oF disassembly of the Deliverabies; (i) unless otherwise expressly set forth under this Agreement, sell, rent, sublicense, distribute, assign or otherwise transfer any rights in the Deliverables; (i) disclose results of any benchmark tests of any Deliverables to any third party; or (iv) use the Deliverables for any website, internet or online service accessibie by third partes, or as part of a service bureau cor otherwise on behaif of a third party. Company shall not and shall not permit the Customer to access or use any ‘unexposed API (Application Programmers Interface) or other development tool or capably of the Deliverables ‘which is not directly accessible. Title and ovmership of all software, technology, information, data, documents, and other work product developed in connection with the Professional Services and provided by Autonomy ("Balwareies shall eolely veet in and belong to Aulonomy, Autonomy rsarves all igh nt expresay granted ‘erein to Company. 3. Eees. Company shall pay to Autonomy the fees specified in the SOW (the “Eees") on the dates set out therein. ifeny Fee payment is overdue, Autonomy shall be entitled without limiting its other remedies under this ‘Agreement to suspend providing the Professional Services until such payment is made In ful. Further, a service ‘charge of one and one-half (174) percent per month will be applied to all overdue invoices. Autonomy may revise the Fee by adding its standard dally rate if (a) the content of the Professional Services Increases; (b) Company requires any change to the nature of scope of the Professional Services or any adkitional work not referred to In the SOW; or {c) any agreed time-table in which the Professional Services are to be performed is amended. 4. Confidentiality. The Parties have imparted and may from time to time impart fo each other certain Confidential Information (a8 defined below) and the Parties may otherwise obtain Confidential Information conceming the business and affairs of the other pursuant to this Agreement, including information marked or identifed by the disclosing Party as confidential or information which may’ be reasonably regarded as the Confidential Information of the disclosing Party. Each Party agrees that it will use such Confidential Information solely for the purposes of this Agreement. ‘The Canfidential Information shall be held in confidence by the receiving Party to the same extent and in the same manner as such Party protects its own confidential or proprietary information. Notwithstancing the above, a standard of care of no less than reasonable shall be used to protect Confidential Information. Each Party shall not disclose, publish, release, transfer or otherwise make avalable such Confidential Information, whether directly or indirectly to any thi! party without the disclosing Page 1Party's consent. For the purposes of this Agreement, “Confidential Infomation” shall mean all information and ‘documentation of a Party, whether disclosed to or accessed by the other Party In connection with this Agreement, Which the receiving Party knows or should Know is confidential or proprietary, including without limitation: (a) all information of a Party that is not permitted to be disclosed to third parties under local faws or regulations; (b) information relating to @ Party's customers, employees, technology, operations, facilities, consumer markets, products, capacities, systems, procedures, securily practices, research, development, business affairs and finances, ideas, concepts, innovations, inventions, designs, business methodologies, improvements, trade secrets, copyrightable subject matter, patents and other intellectual property and proprietary information; (c) the terms of this Agreement; and (4) any information developed by a Party by reference to the other Party's information. Except to the extent that any applicable law provides otherwise, Confidential information shall not include information that: (a) is independently developed by the receiving Party without violating the disclosing Party's proprietary rights or using or accessing any Confidential Information of the disclosing Party, as shown by the receiving Parly's written records; (0) Is or becomes publicly known (other than thraugh unauthorized disclosure): {c) is disclosed by a Party to a third Party free of any obligation of confidentiality; or (d) Is already known by the receiving Party at the time of disclosure, as shown by such Party's written records, and such Party hhas no obligation of confidentiality. 6, ‘Term and Termination. This Agreement shall become on the Effective Date and terminate on the later of ') ‘one (1) year from the Effective Date or i) the termination of all SOWs effective hereunder, unless terminated earler in accordance with the terms of this Agreement. This Agreement may be terminated by elther Party i the ‘other Party breaches any material term or condition hereunder and such breach remains uncorrected for thty (30) days following written notice thereof. Upon termination, all rights granted to Company hereunder shall cease and Company shall immediately remove and destroy all caples of the Deliverables or any part thereof in its possession or Customer's possession. Sections 4, 5, 7, 8 9, 10, 17, 12, 14, 15, 16 and 17 shall survive {termination and cancellation ofthis Agreement. 6. Warranty and Disclaimer. Autonomy represents and warrants that: (a) Auionomy has the requisite knowledge, skit and experience to perform and complete the Professional Services in accordance with each ‘SOW and (b) the Professional Services shall be performed in a professional and workmanlike manner. EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES SET FORTH IN THIS SECTION, AUTONOMY MAKES NO WARRANTIES UNDER THIS AGREEMENT, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY DISCLAIMED. 7. Limitation of Liabilly. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY, IF ANY, EXCEED THE FEES PAID BY COMPANY TO AUTONOMY FOR THE SERVICES RENDERED UNDER THE APPLICABLE SOW. EITHER PARTY WILL NOT BE LIABLE FOR SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT {INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS, OR LOST BUSINESS, EVEN [F AUTONOMY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, The above limitation is not ‘applicable to claims arising out of breach of confidentlalty or claims arising out of Company's breach of ficense restrcons set forth in Section 2. No action, regardless of form, arising out of or related fo this Agreement may be brought by Company more than two years after the cause of action has accrued. 8. Nolicas, Any notice, report, approval or consent required or permitted hereunder shall be in writing and shall be deamed to have been efecively given: (a) immediately upon personal delivery or facsimile transmission to the Parties to be noted, (b) one day after deposi with a commercial overnight courier with tracking capabilities, or (c) three days after deposit with the United States Postal Service, by registered or certifed mail, postage prepald; to the respective addresses of the Parties as set forth above. 2. wand Forum. This Agreement shall be governed and construed In accordance with the laws of the Stale of California. The Parties agree to the exclusive jurisdiction and venue In the state and federal courts in San Francisco, Caltfomia in connection with any cispute arising hereunder. 10. Assignment, Company may not transfer or assign, by operation of law or otherwise, any of its rights or obiigations without the prior writen consent of Autonomy, and any such attempted assignment or transfer shall be \oid and without etfect. 11. Wealver and Severabilty, Waiver by elther Party of a breach of this Agreement or any right hereunder shall not constitute a waiver of any subsequent breach of this Agreement, nor shail any delay by either Party to Page 2‘exercise any right under this Agreement operate as a waiver of any such right. If any provision of the Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary 80 that the Agreement shall otherwise remain in full force ‘and effect and be enforceable. 12. Relationship of the Parties, Nothing contained in this Agreement shall be construed as creating any ‘agency, partnership, or other form of joint enterprise between the Parties. The relationship between the Parties ‘hall be that of independent contractors. Neither Party has the right to assume or create any obligation or responsibilty on behalf ofthe other. Each Party may use and disclose the name and logo of the other Party as 2 feference customer end for marketing purposes. Autonomy may prepare 2 press release related (0 ths greement, 13, ndgmnifeation, ‘Auonomny shal ‘indemnify Company against and hotd Company and its employees and representatives harmless {@) any loss, expenses or damage from claims arising from personal injury or death by any party to the ‘extent attributable fo the wiful misconduct or grossly negligent acts of omissions of Autonomy or Rs ‘employees while on Company or Customer premises in commission of the Services, {b) any claim for payment of compensation, salary, retiement benefits, or any other fringe benefits _asserted by an employee of Autonomy related to Services performed under this Agreernent. ‘As 2 condition of this indemnity. Company shall (a) notify Autonomy promptly In writing the details of any allegation claim or loss (‘Claim’) upon becoming aware of such Claim, (b) make no admission relating to any Claims and (c) allow Autonomy to conduct, control and settle all negotiations and proceedings and give the Autonomy all reasonable assistance in respect thereot, 14, Nonsolicitation. During the lstm of this Agreement and for a period of one (1) year thereafter, neither paty shall encourage any employee, consultant, cr person who was employed or engaged during the term ofthis ‘Agreement to leave the other party for any reason, nor wif either party solic their services, or assist any other person or entity in such encouragement or solicitation or hire or assist in hiring or retaining any such employee or consultant. For the avoidance of doubt this restriction apples only to those employees who are connected with the Services performed under this Agreement. The clause does not prevent soliciting or hiring based on responses by employees to pubic advertisement on any media that are not specifically targeted at the other party's employees, 45. Equitable Relief. The parties agree that a material breach of the Agreement adversely affecting ‘Autonomy's proprietary rights in the Deliverables would cause irreparable injury to Autonomy for which monetary damages would not be an adequate remedy and that Autonomy shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law. 18. _Recotds and Inspection. Company shall Keep and maintain full true and accurate records containing all data reasonably required for the accurate verification of Company's performance under the terms of this ‘Agreement. For the term of this Agreement and for a pariod of two years afer the date of termination, Company shall make available to Autonomy for inspection and copying, upcn reasonable written notice, all books and records of Company that pertain to Company's performance cf and compliance with its obligations, warranties and representations under this Agreement. 17, Entire _Agrsement. This Agreement including its executed SOW(s) shall constitule the entire Understanding of the Parties relating to the terms and conditions of the services to be performed and supersedes any other agreement or preprinted terms and conditions that may appear on any purchase order relating to the terms hereof. AUTONOMY, INC. SATYAM COMPUTER SERVICES LTD., Name: oy eas CoD