For Customers incorporated in India, the following provisions shall apply. All other provisions of the Agreement shall remain the same except as provided herein. To the extent of any inconsistency or contradiction between this Addendum and the body of the Agreement, the terms of this Addendum shall prevail.

1. Section 1.11 of the Agreement is hereby replaced with the following:

“1.11      “Quote” means a valid quotation document provided by Checkmarx India (defined below) or an authorized Checkmarx reseller setting out the quantity and type of Software and Services purchased by Customer.”

2. Section 7 of the Agreement is hereby replaced with the following:

“7. Ordering and Payment; Acceptance.

7.1          Ordering. Customer may request the purchase of Solution licenses and Service subscriptions by submitting written orders to Checkmarx India Technology Services Private Limited (“Checkmarx India”) or an authorized reseller. Quotes issued to Customers or Customer Affiliates in India may be issued by Checkmarx India or an authorized reseller. Notwithstanding Section 14.19 of the Agreement, and notwithstanding that Quotes to Customers may be issued by Checkmarx India, it is clarified that Checkmarx Ltd. remains the contracting entity under this Agreement. A Customer Affiliate may request the purchase of Solution licenses by submitting a written order to Checkmarx India or an authorized reseller that incorporates and is subject to this Agreement, provided that the Customer Affiliate complies with all the Customer’s obligations set out in this Agreement. All orders are subject to approval by Checkmarx India and must be subject to a valid Quote. Once approved by Checkmarx India, all orders are firm and non-cancelable. All approved orders are subject to this Agreement. The Solutions, Services and Documentation will be delivered by electronic means. All Solutions and Services are deemed accepted by Customer on the Commencement Date.

7.2          Payment. All license grants set out in this Agreement, and all obligations of Checkmarx to provide the Solutions or Services, or to perform its obligations under this Agreement, are subject to Customer’s timely payment of the Fees. For orders placed with an authorized reseller, the payment terms will be defined in the agreement between Customer and the authorized reseller. For orders placed directly with Checkmarx or Checkmarx India:

7.2.1 Checkmarx India shall deliver an invoice stating the Fees and, where applicable, sales, use, value-added or other taxes. Except as otherwise provided in this Agreement, all amounts are non-refundable and are payable in the currency specified in the Quote. All Fees are billed upfront and in advance unless otherwise specified in the Quote or Scope of Work. All invoices are due thirty (30) days from the invoice date, unless an earlier payment term is set out in the Quote. Checkmarx India may charge interest on any overdue Fees that are not subject to good faith dispute at a rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower.

7.2.2 Customer shall be responsible for the payment of all taxes and duties, however designated, which are paid or payable, based on the Fees, the Services, or Customer’s use or possession of the Solutions under this Agreement. If Customer is required to withhold or deduct any amount from the Fees on account of taxes, Customer shall pay Checkmarx India the additional amount necessary to ensure that the net amount received by Checkmarx India after withholding or deduction of such taxes is equal to the gross amount of the Fees in the absence of any such withholding or deduction.

7.3          Payments by Checkmarx. Customer agrees that any payment obligations of Checkmarx under or in connection with this Agreement may be discharged by Checkmarx India.”

3. Section 14.16 of the Agreement is hereby replaced with the following:

“14.16.   No Third Party Beneficiaries. This Agreement is entered into solely for the benefit of Checkmarx and Customer. No third party shall be deemed to be a beneficiary of this Agreement, and no third party shall have the right to make any claim or assert any right under this Agreement. Notwithstanding the foregoing, Checkmarx India shall be a beneficiary of this Agreement with respect to Section 7 and shall be entitled to make claims or asserts right in connection thereto.”