MARKETING SERVICES CONTRACT
This Marketing Services Agreement (“Marketing Agreement”) is entered into on (the “14th May 2024”) by and
between Galaxy Co. Ltd., a company incorporated under the Companies Act,1956 and having its
registered office at Bengaluru, Karnataka hereinafter referred to as the "Galaxy" which expression shall,
unless repugnant to the context or meaning thereof, be deemed too includes its Successors and Assigns)
(“Client”) of the ONE PART and ALPHA Website Developer Co. Ltd., a company incorporated under
the Companies Act, 1956 and having its registered office Mumbai, Maharashtra (hereinafter referred to as
the "Alpha" which expression shall, unless repugnant to the context or meaning thereof, be deemed too
includes its Successors and Assigns) of the OTHER PART (the “Provider”).
WHEREAS
(1) The Galaxy is interested in developing a World Website on the Internet for furnishing information of
its products and for advertising the products of other companies/manufacturers/vendors.
(2) The Alpha is a company having professional knowledge and experience of developing and
maintenance of websites
(3) The Alpha has offered to develop and maintain Website for Galaxy, which the Galaxy has agreed on
the terms and conditions mentioned hereafter
NOW IT IS HEREBY AGREED BETWEEN THE PARTIES AS UNDER:
1. SERVICES: The Galaxy is engaging Alpha as an independent contractor for the specific project of
developing and maintaining a World Website to be installed on the Galaxy's web space on an Internet
Service Provider's (ISP) computer.
(a) E-mail/ Phone consultation.
(b) Providing text of 50 web pages containing 200 words of each page.
(c) Minor updates and changes to existing Web pages for 1 year (This updating and changes only include
up to one hour per page total, subject to the limits outlined below. Additional changes will be charged at
an hourly rate).
(d) Site publicity to at least a dozen major Web search engines, such as Yahoo, Hot Mail, Alta Vista,
InfoSeek, WebCrawler, Lycos, HotBot, etc.(e) The Galaxy will supply the contents of the Web Pages and
will be executed by Alpha as specified by the Galaxy.
2. FEES: The Galaxy Agrees to pay Alpha’s performance of the Services. Payment shall be made in
accordance with the schedule set forth below.
The fee for the services described in this contract will be Rs. 10,00,000, which will be payable as under
Rs. 100,000 on the execution of these presents.
Rs. 4,00,000 within one month of these presents
Rs. 5,00,000 on the completion of the job
See Exhibit A for breakdown of costs
[Link] Pertaining to Expenses and Payment
3.1 Expenses: The Client shall reimburse the Marketer for any reasonable and documented expenses incurred in
connection with the provision of the marketing services. Such expenses shall be pre- approved by the Client shall be
pre- approved by the Client in writing before being incurred.
The Provider shall submit an invoice to the Client for these expenses, along with receipts, every
days or upon completion of the Service in which the expense was incurred.
3.2 The payment: Invoice of Rs. 5,00,000 shall be paid after the construction of web pages according to
Galaxy's original written specifications. Payments shall be made by electronic payment/check/money
order. The above fee includes up to 50 web pages. The graphics or photos beyond the allowed average of
1.3 per Web page shall be charged at an additional Rs.1,000 each. Transparencies will be charged an extra
@ Rs.1,200 each.
4. Terms and Termination of Agreement
4.1 The term of this Agreement shall continue in effect commencing upon the Effective Date as previously stated.
4.2 In case the Galaxy has not secured Web space on an ISP computer by the time the Web pages are
completed, the Web pages may be delivered to the Galaxy on diskette or attached to an e-mail message.
4.3 This Agreement may be terminated at any time by either Party upon written notice to the
other Party. In the event of early termination, Client agrees they are responsible for full payment
of all completed Services through the date of termination. The exception to this would be in the
event provider has breached agreement and has failed to correct breach after sufficient notice of
Days.
[Link] and Intellectual Property
In the normal course of completing this agreement, the Client acknowledges there may be a
need to share proprietary information with the Provider in order for them to fulfill the terms of
the Service they will be providing. Such information may include trade secrets, industry
knowledge, or other intellectual property which is in the sole control of the Client.
The Provider shall agree that they will not use any of this information for their personal benefit at any time.
The Provider further acknowledges this section will remain in full force and effect regardless of
the termination of the Agreement or the fulfillment of the Service they are providing.
6. Relationship Between Client and Provider
6.1. No Exclusivity: Both parties acknowledge this Agreement does not constitute an exclusive
arrangement. Provider is free to enter into similar agreements with other parties and Client is
also free to enter into agreements with other parties for the same Service.
6.2. Independent Contractor: Both Parties acknowledge the Provider is providing specific
Services under the terms of this Agreement. At all times, the Provider will be treated as an
independent contractor and not as an employee. The parties also acknowledge there is no joint Venture, fiduciary
relationship, or partnership between Client and Provider. The Provider shall
be solely responsible for all taxes on earnings received under this Agreement.
7. Ownership Rights
All proprietary information which Client shares with Provider during the
terms of this Agreement shall remain their own. The Provider has no rights of use except for the
uses necessary to providing the agreed upon Services. Client will also have the sole right to all
final marketing materials developed by Provider upon successful completion of the Services and
once the Provider has received payment for such services.
The Client acknowledges that while providing Service the Provider may use a common
structure found in other marketing campaigns. The Provider will continue to own all
template designs which may have been created prior to the Agreement between Client and
Provider being fully executed. Any template designs which are created while providing the Service for the Client
will be the sole property of the Provider following the fulfillment of this Agreement.
[Link] Limits
Neither Party to this Agreement will be liable to the other party, or to any
third party for damages resulting from this Agreement. This includes, but is not limited to
revenue loss, anticipated profit, lost business, costs of delays, failure of delivery, which are not
related to nor are the direct result of one Party’s negligent conduct or breach of this Agreement.
[Link] of Provisions
This Agreement may not be altered in any manner including waiving
any provision without the written acknowledgement of such waiver by each Party. Should any
right or obligation contained in any provision be waived, such waiver will be to the extent it is in
writing and signed by the Parties.
[Link] Assignment
Neither Party may assign its rights and/or obligations under this
Agreement.
11. Dispute Resolution
11.1. Choice of Venue: The Parties acknowledge this Agreement shall be governed by the India in which the duties
of this service Agreement are expected to take place. In the
event that the duties of this Agreement are to take place in multiple States and/or Countries,
this Agreement shall be governed by the Indian law.
. 11.2. Negotiation to Resolve Disputes: In the event a dispute occurs, the Parties agree to work
towards a resolution through good faith negotiation.
11.3. Mediation or Arbitration: If the dispute cannot be resolved through good faith negotiations,
either Party maintains the right to initiate mediation or binding arbitration in a forum mutually
agreed to by the Parties.
11.4. Attorney’s Fees: In the event a dispute ends with Arbitration and/or Mediation, the
prevailing Party will be entitled to reimbursement of all legal fees, including, but not limited to,
attorneys’ fees.
[Link] Agreement: The Parties acknowledge and agree that this Agreement represents the
entire agreement between the Parties. In the event either Party has a desire to change, add, or
otherwise modify any terms, they shall do so in writing. Such writing must be signed by both
Parties to be valid.
[Link] of Provisions: In the event any provision of this Agreement is deemed invalid or
unenforceable, in whole or in part, that part shall be severed from the remainder of the
Agreement and all other provisions shall continue in full force and effect as valid and
enforceable.
[Link]: All notices under this Agreement will be acceptable provided they are sent by e
email with return receipt requested or certified or registered mail with return receipt requested.
All Notices shall be sent as follows:
Galaxy Co. Ltd.
Mathikere, Bengaluru
Bengaluru, Karnataka- 560022
ALPHA Website Developer Co. Ltd
Borivalli, Mumbai
Mumbai, Maharashtra – 980034
The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:
Client
Signed:
Name: Galaxy Co. Ltd.
Date: 14- 05- 2024
Provider
Signed:
Name: ALPHA Website Developer Co. Ltd
Date: 14-05- 2024
EXIHIBIT-A
