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Pursuant to a reminder sent on 4 March 2011, the Plaintiffs confirmed by an email of the same date that they had consulted their lawyers on the draft, who had advised them against executing any backdated agreement, since it would bind them. The Plaintiffs did confirm in this email that they had not installed any copy of the impugned software anywhere else. Later, by an email dated 13 October 2011, the Defendant sent a draft agreement which was said to "document the past" and which was "actual". Clause 3.1 of this agreement acknowledges that "the services being rendered by it (i.e. Plaintiff No.1) are on a "work for hire" basis" and that all intellectual property rights with respect to such services including the intellectual property in the software "shall vest solely and exclusively with the company" (i.e. the Defendant) and the Plaintiffs "shall have no right, title or interest over the same". Consequential provisions in support of such exclusive right of the Defendant are to be found in the clauses following clause 3.1, namely, clauses 3.2 and 3.3. There is no caveat to this by the Plaintiffs. Thus, though this agreement never came to be executed, it is quite clear that the Defendant had not only asserted ownership of copyright in the impugned software, but claimed that such ownership was part of the original understanding and that the Plaintiffs did not contest this at any time contemporaneously. Thereafter, a new MOU was forwarded by the Defendant with its email of 4 November 2011. This MOU contained a provision that whilst the Plaintiffs own the rights for background technologies used for development of the software, the Defendant "would own this software and the intellectual property rights (IPR) of this software would be with Medimanage (the Defendant) alone". This MOU was sent back with minor changes by the Plaintiffs, hoping to "sign off today". This draft, though it sought to delete the reference to the ownership of intellectual property rights, acknowledged the ownership of the Defendant of the software and simultaneously provided that in the event of termination of the contract between the parties, the Plaintiffs "should handover the original software source code to Medimanage and cooperate with them for smooth transition of change of vendor". The parties finally signed a Memorandum Pg 7 of 11 nms.1290.2014.doc of Understanding ('MOU') which had, in keeping with the correspondence of the parties outlined above, the following clauses acknowledging the Defendant's ownership of the software: