INFLUENCER MANAGEMENT AGREEMENT

This Influencer Management Agreement (“Agreement”) is made and executed at Gurugram on the
_______ day of___________________, 20____ (“Effective Date”),

BY AND BETWEEN:

CHEIL INDIA PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, and having
its registered office at 7th Floor, Two Horizon Centre, Golf Course Road, Sector-43, Gurugram,
Haryana-122002, (hereinafter referred to as “Cheil”, which expression shall mean and include,
unless repugnant to the context, its successors-in-interest and assigns), of the FIRST PART;

AND

______________________________________________, an entity prevailing under the relevant

laws in the country of its origin, having its registered office at
_________________________________________________________________________
(hereinafter referred to as “Influencer Management Agency”, which expression shall mean and
include, unless repugnant to the context, its successors-in-interest, representatives, agents and
permitted assigns), being the SECOND PART.

Cheil and Influencer Management Agency shall hereinafter jointly be referred to as the “Parties” and
individually as the “Party”.

WHEREAS:

A. Cheil is an entity inter alia engaged in the business of providing integrated

advertisement and marketing solutions and has been retained for the purpose of
sale, marketing and distribution of its various clients (“Brand”).

B. Influencer Management Agency is managing digital public relations for different

brands by writing blogs, columns, opinions etc. and creating high quality marketing
content for building a company’s/ brand’s reputation.

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 C. Influencer Management Agency has represented and assured that it has the
necessary skill, know-how, financial as well as manpower to provide similar services
to Cheil.

D. On the basis of the said representations and assurances, Cheil has agreed to hire the
services and appoint the Influencer Management Agency (on a non-exclusive basis)
for rendering such services as detailed in the Service Order/ Purchase Order, to be
issued to the Influencer Management Agency under this Agreement (“Services”).

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other
good and valuable consideration, it is agreed between the Parties as follows:

1. DEFINITIONS

In this Agreement, including in the recitals hereof, the following words, expressions
and abbreviations shall have the following meanings, unless the context otherwise
requires:

1.1. “Agreement” means this entire agreement and any Schedule(s),

Annexure(s), Addendum(s) forming part of this Agreement;

1.2. “Annexures” means the Annexures identified herein, and which are
attached to and constitute an integral and inseparable part of this
Agreement;

1.3. "Applicable Law" means the substantive or procedural laws of India,

including all legislations, acts, rules, notifications, laws, statutes, orders,
decrees, judgments, injunctions, ordinances, directives, regulations, codes,
requirements, permits, licenses, approvals, instructions, standards of any
government instrumentality, having the force of law;

1.4. “Business Days” means a day on which banks are open for business in New
Delhi ;

1.5. “Confidential Information" means such non-public information which is

designated by either Party to be confidential and includes, inter alia,
information relating to this Agreement, services and/or service plans, trade
secrets, inventions, data, designs, reports, analyses, costs, prices or discount
structure, names, customer lists, finances, marketing plans, business plans,
strategic plans or business opportunities, products designs and technical

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 specifications, documentation, and other materials contained in or related
to any of the foregoing;

1.6. “Content” shall mean such material used for the promotion of the Brand
and its products including, but not limited to, advertisements, articles, blog
posts, comments, photos, audio or video recordings, testimonials etc.

1.7. “Disclosing Party” means Cheil when the Receiving Party is Influencer
Management Agency and means Influencer Management Agency when the
Receiving Party is Cheil;

1.8. “Intellectual Property Rights” means any, and all, now known or hereafter
known tangible and intangible rights vested with the Parties, as the case
may be, and shall include (a) licenses Rights, (b) trade and service marks, (c)
trade or business names, domain names, (d) rights in designs, copyrights, for
the full term of such rights and including any extension to or renewal of the
terms of such rights, an including registrations and applications for
registration of any of these and rights to apply for the same, and all rights
and forms of protection of a similar nature or having equivalent or similar
effect to any of these anywhere in the world, (d) other intellectual or
industrial property rights (of each kind and nature throughout the universe
and however designated) (including logos, “rental” rights and rights to
remuneration), whether arising by operation of law, contract, license, or
otherwise;

1.9. “Purchase Order” shall have the meaning as specified in Clause 7;

1.10. “Purchase Order Acceptance” shall have the meaning as specified in Clause
7.3;

1.11. “Rupees” or “INR” or “Rs.” means the lawful currency of India;

1.12. “Influencer Management Agency’s Experts” or “Experts” shall mean

Influencer Management Agency itself, including any bloggers, critics,
columnists, experts, influencers etc. engaged by the Influencer Management
Agency, for the purposes of this Agreement;

1.13. “Valid Invoice” shall mean such an invoice which is in compliance with the
requirements prescribed under the Central Goods and Service Tax Act, 2017,
Integrated Goods And Services Tax Act, 2017, relevant State Goods and

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 Services Tax Act and Union Territory Goods and Services Act, and the Rules
framed therein (hereinafter defined as ‘GST Laws’).

2. INTERPRETATION

2.1. The paragraph titles of this Agreement are for convenience only and shall
not affect the interpretation of this Agreement or any paragraph thereof.

2.2. Unless the context otherwise requires, words importing the singular only
shall include the plural and vice versa, words importing one gender only
shall include all other genders and words importing natural persons shall
include corporations. Words and phrases which appear with initial letters
capitalized are “Defined Terms”, If not defined where they first appear,
Defined Terms are defined either in the Agreement or in accordance with
industry custom and practice.

3. TERM

3.1 Unless terminated earlier, this Agreement shall commence on the date of
execution of this Agreement (“Effective Date”) and shall remain valid for a
period of one (1) year there from (“Term”).

3.2 Thereafter, this Agreement shall stand renewed automatically, unless agreed
otherwise in writing by the Parties.

4. SCOPE OF WORK

4.1. Influencer Management Agency acknowledges, undertakes to provide such Services

as required by Cheil which are detailed in Purchase Order.

4.2. Further Influencer Management Agency shall provide Services:

4.2.1. in a continuous manner;

4.2.2. in accordance with the instructions and specifications of Cheil, which shall be
binding on the Influencer Management Agency and the Experts engaged
thereof.

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 4.3. Except as otherwise expressly provided in this Agreement, the Influencer
Management Agency agrees and acknowledges that it shall perform all its
obligations and responsibilities under this Agreement, at its own risk.

5. OBLIGATIONS OF CHEIL

5.1. Cheil shall ensure timely payments of the invoices raised by the Influencer
Management Agency from time to time towards the Services rendered
under this Agreement.

5.2. Cheil shall provide the sample products (if pre-agreed by Cheil as per the
requirements of the Services), product specifications, other information etc.,
as and when required by the Influencer Management Agency for the
purpose of creating the Content.

6. OBLIGATIONS OF THE INFLUENCER MANAGEMENT AGENCY

The Influencer Management Agency shall:

6.1. Provide the Services in a timely and effective manner through Experts, in
compliance with all applicable laws and regulations, consistent with the level
of care, skill, practice, and judgment exercised by other professionals in
performing a job of similar nature under similar circumstances in the
industry to the satisfaction of Cheil.

6.2. Send all the Content which has been created by it or its Experts for prior
approval, to Cheil, for the purpose of execution of the Services as envisaged
under this Agreement. However this clause shall not apply in case of real
time Content like Live tweets, Facebook live etc.
6.3. Not to commit any act which might be prejudicial or detrimental to the
image/ reputation of Cheil and /or of the Brand or hurt any religious
sentiments of any sect, whether, knowingly, consciously, unknowingly or
unconsciously;

6.4. Be completely responsible for the Content which will be developed and
created by itself or the Experts engaged by the Influencer Management
Agency for the promotion of the Brand and its products, and shall be held
liable for any breach by itself or the Experts, of the terms contained in this
Agreement.

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 6.5. cooperate with Cheil to the fullest extent as required from time to time.

6.6. comply with all other obligations not specified in this Clause, but which are
necessary for effective execution of this Agreement.

6.7. Comply with the Intellectual Property Rights and Confidentiality Clause
under this Agreement and shall not disclose any information of any nature,
to public, media or any third party, without prior written consent of Cheil.

6.8. ensure that it or its Experts will not work/associate/ be a part of any other
campaign or otherwise involve themselves with similar/same scope of work
for any competitive brand to the Brand of Cheil’s client.
6.9. ensure that neither it nor its Experts will speak/ share/ propagate/ disperse
any negative comments or sentiments about Brand/ Cheil or its affiliates on
any medium, in any manner whatsoever.
6.10. ensure that during the campaign engagement period neither it nor its
Experts will delete the content related to the campaign from their social
platforms for any reason whatsoever, unless otherwise instructed by Cheil.
6.11. strictly adhere to the campaign deliverables and timelines and ensure the
same from the Experts. It is clearly understood and agreed by the Influencer
Management Agency that the fee against deliverables shall be due and
payable only if the entire set of pre-agreed deliverables is delivered by each
Expert engaged by the Influencer Management Agency. If any Expert under-
delivers or fails to deliver any/ all items of the expected deliverables, Cheil
reserves the right to consider the services not rendered and withhold the
entire fee to that respect, being not due and payable. Further, the
deliverables shall not be counted or measured collectively for the Influencer
Management Agency. The deliverables shall be measured basis individual
Expert’s performance.
6.12. disclose any current or recent associations of the Influencer Management
Agency/his Experts with any other brand/ competition to Cheil/ Cheil’s client
before start of the campaign.
6.13. not disclose any details about the campaign or the commercials in regards to
the campaign during or after the campaign period in any manner
whatsoever.

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 6.14. ensure that no Expert is associated, related or working with Cheil or its
affiliated agencies/partners/vendors/clients directly on full term
employment basis.
ensure that all content created by the Influencer Management Agency or
the Experts is original content and created specifically for the campaign as
required by Cheil, and has not been used for or procured from or shared
with or created by any other person or brand earlier, especially competition
to the Brand, and shall not be shared or used with any other person or
brand (especially competition) in any manner whatsoever, in future.
6.15. get an agreement executed by all the Experts that would be involved in the
campaign and share a copy of the same with Cheil. The terms of the said
agreement shall correspond to the draft of the agreement annexed as
“Annexure A” to this Agreement and shall contain all such other terms that
may be necessary to safeguard Cheil’s interest and fulfill the Influencer
Management Agency’s obligations under the present Agreement.
6.16. ensure that any devices/products issued for the review and content creation
to the Influencer Management Agency shall be returned to Cheil within a
period of 30 days from the day of issuance of such device/product to the
Influencer Management Agency or from the date of completion of the
campaign, as may be suggested by Cheil. Further the Influencer
Management Agency shall be liable for any damage/loss/theft of the
devices/product and shall reimburse the cost of such device/product to
Cheil, if the same is found to be damaged or is lost or stolen.
6.17. ensure that the content created and published under this Agreement is
declared as sponsored by the Expert, if specifically asked for by Cheil.

7. PURCHASE ORDER

7.1 Cheil shall issue a Purchase Order in relation to the Services to be provided under
this Agreement.

7.2 The formal Purchase Order shall be issued by the computerized software system of
Cheil, as per the requirements of Cheil. Manually generated Purchase Order, or
orders taken on verbal instructions and on e-mail shall be invalid and shall not be
processed for payment or binding on Cheil.

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 7.3. The Influencer Management Agency shall ordinarily accept the Purchase Order by
duly endorsing a copy of the Purchase Order Acceptance, within 2 days from receipt
of the Purchase Order from Cheil. In the event Cheil does not receive the endorsed
Purchase Order acceptance from the Influencer Management Agency within
stipulated time, the Purchase Order shall be deemed to have been accepted by the
Influencer Management Agency, post expiry of 2 days.

7.4. The Influencer Management Agency agrees that the Services described in the
Purchase Order is governed by, and cannot alter the terms of this Agreement, and in
case the terms and conditions of Purchase Order are in conflict with those included
elsewhere in this Agreement, to such extent, the same shall be null and void and
have no effect, unless otherwise clarified by Cheil.

7.5 The Influencer Management Agency further acknowledges and agrees that it has
read this Agreement and has understood the terms and conditions therein and the
obligations of the Influencer Management Agency under this Agreement. The
Influencer Management Agency understands that the Purchase Order or the
addendums there under shall be read in conjunction to this Agreement and shall be
governed by the terms & conditions of this Agreement, unless particularly specified
otherwise in the said Purchase Order or the addendum thereto.

7.6. Influencer Management Agency shall not be permitted to change any details with
regard to the job described in the Purchase Order. Any such unilateral changes shall
constitute a material breach on part of the Influencer Management Agency and
would entitle Cheil to terminate this Agreement or the relevant Purchase Order
and/or seek any other damages.
7.7 Mere execution of this Agreement does not obligate Cheil to provide work or
service/ purchase order to the Influencer Management Agency. The Services shall be
assigned to the Influencer Management Agency only when a Purchase Order shall be
formally issued by Cheil, as per this Agreement.
7.8 Cheil reserves the right to cancel any Purchase Order, in part or in full, issued to the
Influencer Management Agency, anytime post issuance, without any liability, if in
reasonable opinion of Cheil, it seems that (i) execution of the impugned Purchase
Order would adversely affect the interest of Cheil/ Brand or (ii) upon any breach of
the terms and conditions of the Purchase Order or this Agreement by the Influencer
Management Agency or (iii) the Brand desires to cancel the pertinent execution

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 order or (iv) reduction in scope of works issued by the Brand or any other reason,
which Cheil may deem fit.

8. COORDINATION

For the purpose of this Agreement, Influencer Management Agency shall himself be
or designate appropriate co-coordinators (“Influencer Management Agency’s
Representative/s”), who shall be the primary point of contact for Cheil. Such
Influencer Management Agency’s Representative shall liaise with Cheil during the
term of this Agreement being authorized to approve Content, concepts etc. created
by Influencer Management Agency/Experts. Further, such Influencer Management
Agency’s Representatives shall be responsible for taking the necessary permissions
and approvals from Cheil before publishing the Content created by the Influencer
Management Agency and/ or its Experts for the effective discharge of its obligations,
under the terms of this Agreement.

9. DAMAGES

9.1. In the event the Influencer Management Agency or its Experts are unable to provide
the Services within stipulated time or underperform or deviate from the
specifications of Cheil, Cheil shall be entitled to stop/ withhold any payments, or
part thereof, due and payable to the Influencer Management Agency and appoint
any third party to complete the pending services at Influencer Management
Agency’s cost. The same shall not amount to breach on part of Cheil. Further, Cheil
shall be entitled to recover damages upto twice the amount of deviated/
incomplete/ underperformed services, from the Influencer Management Agency.
Cheil further reserves the right to cancel the relevant Purchase Order, with no
liability thereto. In case Cheil cancels the Purchase Order due to such deviations,
Cheil shall not be held liable for any expense incurred or loss or damage which may
be caused to the Influencer Management Agency, due to such cancellation of
Purchase Order.

9.2. In the event the Influencer Management Agency suspends or abandons any Services,
part of the Services, to be rendered in terms of this Agreement post issuance of
Purchase Order, for reasons other than Force Majeure, the Influencer Management

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 Agency shall be liable to pay damages up to 3 times the value of the suspended/
abandoned Services, from the Purchase Order on account of loss suffered by Cheil.

10. INVOICING

10.1. The Influencer Management Agency shall be required to raise Valid Invoices within 7
days from completion of the campaign, but in any case in the same month as that of
completion of the campaign.

10.2. Cheil shall pay amounts under each Valid Invoice directly to such bank account(s) of
the Influencer Management Agency, as may be instructed by the Influencer
Management Agency to Cheil, post such deductions as may be made subject to
Clause 9.

10.3. Parties agree that all Valid Invoices shall be accompanied with relevant supporting
documents and any other documents required by Cheil in this regard. All Valid
Invoices of the Influencer Management Agency shall make reference to Purchase
Order against which Services have been rendered by the Influencer Management
Agency.

10.4. For the avoidance of doubt, it is clarified that if an invoice is not accompanied by the
supporting documents or if the invoice is disputed for any reason by Cheil, then such
amounts of the invoice shall not be due and payable by Cheil, until the dispute is
resolved, or the supporting documents have been provided by the Influencer
Management Agency, as the case may be. Further, the withholding of any amounts
by Cheil shall not constitute an event of default for non-payment, on the part of
Cheil, and the Influencer Management Agency shall continue to be under an
obligation to perform the Services as per this Agreement. It is clarified that in case of
any disputed invoice amount, the decision of Cheil shall be final and binding.

10.5. Notwithstanding the provisions of this Clause 10, Cheil shall have the right to
dispute, in good faith, any invoiced item, in which event; Cheil shall notify the
Influencer Management Agency and follow the procedure set forth in this Clause
10.5:

10.5.1 Where any amount under an invoice is disputed by Cheil, then it shall within
15 (fifteen) days from receipt of the invoice, notify the Influencer
Management Agency of such dispute and the Parties shall seek to resolve
the dispute amicably by mutual consultation.

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 10.5.2 If the Parties fail to resolve the dispute by mutual consultation within 15
(fifteen) days from the date of such notice, then Cheil shall withhold
payment of such disputed amount till the resolution of such dispute, as per
the legal recourse as provided for under this Agreement.

10.6. Cheil shall not be liable to pay any interest on any delayed or disputed payments.

10.7. The Parties agree that all payments of Valid Invoices shall be subject to deductions
of advance payments already made by Cheil, if any, till the date of payment of such
Valid Invoice.

11. TAXES

11.1. Cheil shall be entitled to deduct taxes, as per Applicable Laws on all amounts
payable to the Influencer Management Agency under this Agreement. All payments
shall be subject to applicable taxes.

11.2. Goods and Services Tax

(i) Influencer Management Agency shall be liable to pay the Goods and Services
Tax (‘GST’) on all/any amounts received or receivable, including advance
payment, if any under this Agreement, subject to the Applicable Law, to the
concerned government departments. In due compliance of its obligations, the
Influencer Management Agency shall raise the Valid Invoice and file GST
returns as prescribed, within the statutory timelines, mentioning all
appropriate and relevant information on the GSTN platform, which enables
Cheil to claim timely input tax credit (i.e., in its GST return for the month in
which the Valid Invoice is raised on Cheil of GST in the appropriate GST
registration;

(ii) In the event the input tax credit of GST is not granted or denied to Cheil under
its appropriate GST registration by the authorities as per the Applicable Laws
for non-payment of taxes charged to Cheil or on account of any non-
compliance (including but not limited to non-filing of information, non-filing of
returns, non-payment of appropriate GST to appropriate
government)/incorrect submission of information on the GSTN Platform), then
Influencer Management Agency shall immediately rectify the said non-
compliances/errors to ensure that Cheil gets the credit in the subsequent
month, failing which, Cheil shall:

a) be entitled to recover such amount from the Influencer Management

Agency by way of adjustment from future invoices of the Influencer
Management Agency along with interest and penalty as may be levied by
the authorities on Cheil.
b) withhold any/all outstanding payments to be made to the Influencer
Management Agency under this Agreement and/or Purchase Order until

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 such time till when GST input is duly, fully and correctly reflected in the
GSTN portal.
c) terminate the Agreement and/or the Purchase Order with immediate effect,
without any liability. Such termination shall be without prejudice to and in
addition to any other right that Cheil may have in this regard.
d) be fully indemnified by the Influencer Management Agency against all/any
loss, damages, directly or indirectly suffered by Cheil.

(iii) GST compliance rating (GCR): The Influencer Management Agency shall ensure
that GCR does not fall below prescribed criteria, prescribed by the government
from time to time. Further in case the Influencer Management Agency fails to
maintain the GCR, Cheil shall have right to terminate the Agreement without
any prior notice to Influencer Management Agency.

(iv) In case GST results in more tax benefit to Influencer Management Agency as
compared to earlier tax regime, then the Influencer Management Agency shall
be liable to pass on the benefit of reduced cost/tax benefit to the Cheil.

(v) Further, the Parties agree and confirm that as and when there is any change in
the GST rules, acts, regulations on input credit (which are available in public
domain as on date of signing this Agreement), the Parties shall discuss the
provisions relating to the same and may enter into an amendment agreement,
if required, to address each other’s concerns in relation to such compliance.

12. TERMINATION

12.1. Cheil may terminate this Agreement without any liability whatsoever, in case the
Influencer Management Agency commits breach of the terms of this Agreement
including but not limited to fulfillment of the obligations, to the satisfaction of Cheil,
provided that the Influencer Management Agency fails to effectively remedy such
breach within 30 (thirty) days of written notice in this regard by Cheil, if the breach is
capable of being remedied.

12.2. Notwithstanding anything contained in this Agreement, if the nature of breach is

such that it is incapable of being remedied, then Cheil shall be entitled to terminate
this Agreement forthwith without any notice to remedy the breach.

12.3. Upon termination of the Agreement, all records and other documents pertaining to
any Confidential Information of Cheil/Brand or/and Intellectual Property of
Cheil/Brand, whether prepared by the Influencer Management Agency or its
Experts, and any material, Content, specimens, equipment, tools or other devices
owned by Cheil/ Brand, then in the Influencer Management Agency’s possession,
and all copies of any documents, shall be immediately returned to Cheil. Further, the
Influencer Management Agency shall promptly deliver to Cheil all such tangible

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 items which are in its possession or control and which either belong to the Cheil/
Brand or contain any confidential information as described above.

12.4. Either Party may, at any time, for its convenience, terminate this Agreement for no
reason whatsoever, by giving the other party, a 30 (thirty) days prior written notice
of termination.

13. REPRESENTATION AND WARRANTIES

13.1. Each Party warrants and represents to the other that:

13.1.1. It has full authority and ability to make and perform this Agreement in
accordance with its terms;

13.1.2. The making or performance of this Agreement by it will not violate any rights of
any agreements with or obligations to any third parties;

13.1.3. It will comply with all applicable laws, rules and regulations relating to this
Agreement.

13.1.4. It shall not commit any act which might prejudice or damage the reputation of
the other Party.

13.2. The Influencer Management Agency further undertakes and warrants to Cheil that:

13.2.1. The Services shall be executed by itself/ Experts with skill and care and in a
professional and qualified manner in compliance with all Applicable Laws, and to
the satisfaction of Cheil;

13.2.2. The Content created by itself/ the Experts appointed by the Influencer
Management Agency shall not violate any law (including unfair competition
laws) or infringe any third party’s rights; and

13.2.3. The Services shall be rendered in a manner consistent with the terms of this
Agreement, in accordance with prudent industry practice and Applicable Law,
and using the skill, care and diligence to be expected of appropriately qualified
and experienced professional managers managing digital public relations with
experience in Services of a type, nature and complexity similar to the Services
required herein.

13.2.4. Influencer Management Agency hereby confirms that it has carefully read the
terms and conditions set forth herein and it has neither relied upon nor is
influenced by any representations, statements of any nature whatsoever,
whether written or oral, by Cheil or its representatives, agents or officers.

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 Influencer Management Agency further assures that it has taken proper advice
of competent legal counsels/advocates to interpret the provisions of this
Agreement and only thereafter agreed to enter into this Agreement with the
assurance to faithfully abide by all its terms and conditions.

13.2.5. The person executing this Agreement has necessary authority to execute the
same.

13.3. The relationship between Cheil and the Influencer Management Agency and/ or its
Experts shall be of ‘principal to principal’ and it is clearly understood that this
Agreement does not create any employer- employee relationship between Cheil and
the Influencer Management Agency and /or its Experts.

13.4. The Influencer Management Agency shall be solely responsible for any breach of the
terms and/or deficiency of Services by the Experts under this Agreement, being the
sub-contractors/ sub-vendors of the Influencer Management Agency.

14. INTELLECTUAL PROPERTY RIGHTS

Any and all Intellectual Property Rights including all marks (registered or unregistered)
arising anywhere and anyhow which vest in, derive from or are connected to the
Content shall in each case (as between Cheil and Influencer Management Agency) be
owned exclusively by the respective Party which already owns them. If any right, title
or interest in any of such Intellectual Property Rights belonging to a Party becomes
vested in the Other Party (by the operation of Applicable Law or otherwise), the Other
Party shall hold the same on trust for such Party. The Other Party shall at the request
of such Party forthwith unconditionally assign free of charge any such right, title
and/or interest to such Party and execute any documents and do all other things
necessary in connection therewith.

15. INDEMNITY

15.1 Each Party (the “Indemnifying Party”) shall protect, indemnify and save harmless the
other Party from and against any and all damages, claims (including settlement costs),
suits, proceedings (including any proceeding brought before any court, regulatory
body, arbitration panel or other tribunal), actions, judgments, and expenses
whatsoever (including reasonable legal fees) arising out of or in any way connected

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 with any act or omission of the Indemnifying Party arising out of material breach of
the terms of this Agreement.

15.2 Further, the Influencer Management Agency shall be solely responsible for and
indemnify and keep harmless Cheil from any and all claims, liabilities, losses, expenses,
responsibility and damages by reason of any claim, proceedings (including any
proceeding brought before any court, regulatory body, arbitration panel or other
tribunal), action, liability or injury arising out of the Influencer Management Agency’s
conduct or business whether arising out of negligence or misconduct on the part of
any of its employees, staff, agents or servants or as a result of the Influencer
Management Agency’s relations with the third parties or because of any default or
failure of the Influencer Management Agency in discharging its obligations under this
Agreement or as a result of any act or omission on part of the Experts appointed by
the Influencer Management Agency or the Influencer Management Agency itself
which may damage the reputation of the Brand/ Cheil or/ and in case of infringement
of intellectual property rights of any third party.

16. NOT USED

17. CONFIDENTIALITY

17.1. Both Parties undertake that they shall keep strictly secret and confidential and shall
not disclose, divulge or reveal during the continuance of this Agreement, the contents
of this Agreement, the Confidential Information disclosed, communicated or given by
the Disclosing Party, whether disclosed or communicated to the Receiving Party under
this Agreement or gained or otherwise acquired by the Receiving Party under or by
virtue of or as a result of the implementation of its obligations under this Agreement.

17.2. This Clause of confidentiality will not extend to any information that:

(a) was in the public domain or comes into the public domain through no
wrongful act on the part of the Receiving Party ; or

(b) is already known to the Receiving Party and/or its representatives,

professional advisers and external auditors at the time of disclosure by the
Disclosing Party; or

(c) is received by the Receiving Party and/or its representatives from a third
party without breach of this Agreement; or

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 (d) is approved for release by written authority of the Disclosing Party; or

(e) is required to be disclosed by Applicable Law.

18. FORCE MAJEURE

Neither Party shall be liable for any delay in, or failure of, performance of its obligation
under this Agreement, if and to the extent such delay or failure is attributable to Force
Majeure or such period of time as the effect of such Force Majeure continues. Force
Majeure shall include fire, earthquake, flood, epidemic, war, terrorism, acts of God,
omissions or acts of public authorities preventing or delaying performance of
obligation, including changes in law, regulations or policies of the Government, or
other regulatory authority acts which are beyond the control of any Party.

19. NON- EXCLUSIVITY

The Parties acknowledge that this Agreement shall be non-exclusive in nature for Cheil
and Cheil reserves its rights to enter into similar agreements with third parties.

20. DISPUTE RESOLUTION

20.1. If any disputes, controversies or differences arise between the Parties, regarding the
construction or interpretation of any of the terms and conditions herein contained or
touching these presents or determination of any liability or breach thereof
("Dispute"), the Parties shall try and resolve the same amicably.

20.2. If the Parties fail to resolve such Dispute as per Clause 20.1, then, either Party may
provide notice to the other Party of its intention to commence arbitration.

20.3. Disputes shall be referred to a sole arbitrator mutually agreed and appointed by the
Parties within fifteen (15) days of a Party referring a Dispute to the other, in terms of
Clause 20.2. If the Parties fail to agree on the appointment of the sole arbitrator within
the time specified, either Party shall have the right to approach the Court of
appropriate jurisdiction at Gurugram, India seeking appointment of Arbitrator in terms
of the Arbitration and Conciliation Act, 1996 or any statutory or modification thereof.
The sole arbitrator shall pass a reasoned award which shall be final and binding upon
the Parties.

20.4. The arbitration proceedings shall be conducted in the English Language and in New
Delhi or Gurugram, India. Provided however, nothing contained in this Clause shall be

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 deemed to prevent a Party from approaching a Court of competent jurisdiction at
Gurugram, for seeking interim relief prior to or pending arbitration.

20.5. Unless otherwise decided, each Party shall bear their own costs for arbitration.

21. GOVERNING LAW

21.1. This Agreement shall, in all respects, is to be governed by and construed in all respects
in accordance with the laws of India.

21.2. Each party hereby irrevocably consents to the jurisdiction and venue of the courts in
Gurugram in connection with any claim, action, suit, or proceeding relating to this
Agreement not resolved under Clause 20 of this Agreement.

22. BUSINESS ETHICS

22.1. Influencer Management Agency acknowledges and agrees that:

22.1.1. Cheil prohibits giving of any bribe or facilitation payment and Influencer
Management Agency undertakes to comply with this requirement in course
of performance of its obligations under this Agreement;
22.1.2. It shall not pay any fee, commission, rebate or anything of value to or for the
benefit of any employee of Cheil, nor will Influencer Management Agency do
business with any third party, knowing the results might directly benefit an
employee of Cheil;
22.1.3. It shall exercise reasonable care and diligence to prevent any actions or
conditions which could result in conflict with Cheil's best interests. This
obligation shall apply to the activities of Influencer Management Agency, its
representatives, employees, agents and affiliates in course of their dealings
with Cheil;
22.1.4. It shall ensure that the requirements of this Clause are strictly complied with
throughout the Term of this Agreement and Influencer Management Agency
shall ensure that its representatives, employees, agents, sub-contractors
and affiliates are made aware of these provisions;
22.1.5. It shall always perform its obligations under this Agreement with honesty,
integrity and openness;

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 22.1.6. It shall always act in the best interest of Cheil and in performing its
obligations under this Agreement, never place itself in any position of actual
or apparent conflict of interest with Cheil.

23. MISCELLANEOUS

23.1. CHANGES BY WRITTEN AMENDMENTS ONLY: Any changes with respect to the terms
and conditions of the Agreement shall be made by written amendment in the form of
Addendum signed by both the parties. No changes shall be effective or shall be carried
out in the absence of such an amendment.

23.2. SEVERABILITY: If any provision of this Agreement or its application will be invalid,
illegal, or unenforceable in any respect, the validity, legality and enforceability of all
other applications of that provision, and of all other provisions and applications hereof
will not be affected or impaired. This Agreement shall in that case be read in
severance from the invalid/ illegal/ unenforceable provisions thereto.

23.3. CODE OF CONDUCT: Cheil has evolved and compiled a set of operating policies
including a Code of Conduct, on the practices to be followed by the Influencer
Management Agency in undertaking and executing its obligations under this
Agreement and shall ensure compliance of the same by the Influencer Management
Agency and its Experts, agents, representatives etc. (“Code of Conduct”). The
Influencer Management Agency has seen and has been furnished with a copy of Code
of Conduct. It is expressly agreed and understood between the Parties that, the
observance of the Code of Conduct shall form an essential term of this Agreement and
for breach whereof this Agreement can be terminated by Cheil. The document setting
out the Code of Conduct has been initialed by the Influencer Management Agency for
the purpose of identification.

23.4. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
Parties and revokes and supersedes all previous agreements/ communication between
the Parties, if any, concerning the matters covered herein, whether written, oral or
implied.

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 23.5. ASSIGNMENT: The Influencer Management Agency shall not assign any rights or
obligations under this Agreement, without the prior written consent of Cheil.

23.6. NO PARTNERSHIP OR AGENCY: Nothing in this Agreement shall constitute or be

deemed to constitute any agency, partnership, joint venture, unincorporated
association, co-operative entity or other joint relationship between Cheil and
Influencer Management Agency for any purpose.

23.7. CORRESPONDENCE / NOTICE:

(a) All notices required to be given by the Parties to each other, under this
Agreement, will be given in writing and be sufficiently served, if delivered
personally, or by courier or registered post or facsimile or e-mail, to the
addresses mentioned herein below, or such other address as a Party may in
future bring to the attention of the other Party via written notice as provided
under Clause 23.7 (c):

Cheil’s address:

Mr. Yeoung Jai Lee

7th Floor, Two Horizon Centre, Golf Course Road, Sector-43, Gurugram,
Haryana-122002

E – Mail: youngjai.lee@cheil.com

Influencer Management Agency’s address:

(b) Any notice shall be deemed to have been validly received on (i) the business
date of receipt, if served personally or by courier (ii) the business date,
immediately after the date of transmission with confirmed answer back if
served by facsimile or (iii) the expiry of 7 (seven) days after posting if served by
post or (iv) on the same date if transmitted by e-mail.

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 (c) Either Party may, from time to time, change its address or the name of the
representative for receipt of notices, or other communications provided in this
Agreement by giving to the other not less than 7 (seven) days prior written
notice to the Other Party.

23.8. SURVIVAL: The provisions of this Agreement, which by their nature are intended to
survive the termination or expiration of this Agreement shall survive the termination
or expiration of this Agreement, as the case may be.

IN WITNESS WHEREOF, the Parties to this Agreement have on the day and year first above
given, hereunto set their hands at the bottom of this page and on the left-hand margin of all
the other pages of this Agreement.

CHEIL INDIA PRIVATE LIMITED INFLUENCER MANAGEMENT AGENCY

_____________________

Name: Mr. Yeoung Jai Lee Name: ______________________

Title: CFO & Director Title: __________________________

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 Annexure A

CONTRACT FOR _______________________CAMPAIGN

This agreement is between _________________________________ having its registered office at

________________________________________________ (hereafter referred to as “the Company”)
through its authorized signatory ___________________________.

&

_________________________________,R/O_____________________________________________,
(hereafter “Influencer Management Agency” or “Expert”) on this ___day of __________, 20___.

1. SCOPE OF WORK:

This contract is for the ________________________ Campaign, for a time period of

_____________________________.
The Expert is required to provide ___________________________ for the “Brand”
(“____________”) as per the specifications provided by the Company/Cheil.

2. FEES:

In consideration for the services provided by the Expert, the Company agrees to pay an
amount as determined as per mutual consent of both the parties in a separate contract.

3. TERMS AND CONDITIONS:

 The Expert cannot be a part of or associated to or work for any other campaign, on any
medium whatsoever, with a similar or related theme/nature/scope during the duration
of the campaign.
 The Expert cannot be associated with a brand directly in competition to Cheil’s client.
 All content needs to be shared with the Company first for approval before taking it live.
 Cheil India Private Limited (“CHEIL”) / Company will have complete usage rights to the
images/ videos/ content created to be used across all collaterals of Marketing. Due
credit will be given to the Expert when using the images/videos across any mediums.
 Any current associations with any other brand have to be specified before the campaign
to Cheil.
 Campaign Hashtags have to be used in all posts done by the Expert.
 The Expert should not reveal commercials received for the campaign during or after the
campaign.
.
 The Expert shall ensure that he will not speak/ share/ propagate/ disperse any negative
comments or sentiments about Cheil’s client/ Brand or its affiliates on any medium, in
any manner whatsoever.

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  The Expert shall ensure that during the contract period he will not delete the content
related to the campaign from their social platforms for any reason whatsoever, unless
otherwise instructed by Cheil.
 Expert shall strictly adhere to the campaign deliverables and timelines.

 Expert shall not disclose any details about the campaign or the concerned product of
the Brand, to any third party whosoever, including without limitation his/ her family,
friends and relatives, during or after the campaign period in any manner whatsoever.
 Expert shall ensure that he is not associated to, related or working with Cheil/Cheil’s
clients or its affiliated agencies/partners/vendors directly.
 Expert shall ensure that all content created by the Expert is original content and created
specifically for the campaign as required, and has not been used or shared with any
other brand, especially competition.
 Any content created by the Expert for a specific campaign will not be shared with other
brand, especially competition in any manner whatsoever in future.

 Expert shall ensure that any devices/products issued for the review and content
creation to the Expert shall be returned to the Company/Cheil within a period of 15
days from the day of issuance of such device/product to the Expert or from the date of
completion of the campaign, as may be suggested by the Company/Cheil. Further the
Expert shall be liable for any damage/loss/theft of the devices/product and shall
reimburse the cost of such device/product to Company/Cheil, if the same is found to be
damaged or is lost or stolen.
 Expert shall strictly adhere to the campaign deliverables and timelines. It is clearly
understood and agreed by the Expert that the fee against deliverables shall be due and
payable only if the entire set of pre-agreed deliverables is delivered by him. If the Expert
under-delivers or fails to deliver any/ all items of the expected deliverables,
Company/Cheil reserves the right to consider the services not rendered and withhold
the entire fee to that respect, being not due and payable. Further, the deliverables shall
not be counted or measured collectively for the Expert. The deliverables shall be
measured basis performance of individual item in the deliverables.

4. Other Terms & Conditions:

 Air tickets and hotel stay for any travel done specifically for the campaign will be borne
by the Company, if the same is pre-approved in writing. The Company will need original
invoices and boarding passes for reimbursing the same.
 The video scripts/concepts have to be shared before-hand for approval with the
Company/Cheil. The Expert has to share multiple options for the campaign so that Cheil
can select the idea.
 If the Expert cancels or does not adhere to strict timelines as shared by the Company or
does not comply with the terms listed in the agreement, the Company has the right to
recover any advances paid to the Expert or sue for any damages to client due to non-

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 performance of services listed in the agreement by the Expert, in addition to other
remedies stated anywhere else in the agreement.
 The Brand/ Cheil grants no permission to Expert and its assigns, licensees, and sub
licensees, permission to use Brand’s/ Cheil’s image or likeness in any and all forms of
media for commercial purposes, advertising, trade, personal use, or any and all other
uses. Therefore, Expert cannot use Brand’s/Cheil’s likeness and image on Expert’s
website or other advertising. Expert thus also cannot sell photos containing
Brand’s/Cheil’s likeness to third parties.

IN WITNESS WHEREOF both the Parties agree to the agreement on this ___ Day of
_________________ 20__.

For Company For Expert

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 SCHEDULE A

CODE OF CONDUCT

The following Code of Conduct establishes Cheil’s policy of working with only those Influencer
Management Agency’s who share our commitment to ethical and responsible business principles
including protection for the rights of individuals, promotion of equal opportunity and respect for the
environment:

Disciplinary Actions and Harassment:

Influencer Management Agency must treat employees in a fair manner with dignity and respect. Our
Influencer Management Agency’s will not tolerate or use corporal punishment, threats of violence,
or other forms of physical, psychological or sexual harassment or abuse.

Non-Discrimination:

Cheil respects cultural differences. Accordingly, our Influencer Management Agency is not permitted
to discriminate in hiring or employment practices on the basis of race, religion, age, nationality,
social or ethnic origin, sexual orientation, gender or political opinion.

Child Labour:

Influencer Management Agency is prohibited from using child labor as defined by local laws and
regulations.

Freedom of Association:

Influencer Management Agency must respect the rights of employees to associate freely, join
organizations of their choice and bargain collectively without unlawful interference.

Health and Safety:

Influencer Management Agency must provide workers with a safe and healthy work environment
that complies with all applicable laws and regulations. Employees must have access to potable water
and sanitary facilities, and all workplaces must have adequate fire safety, lighting and ventilation
facilities. Residential facilities, if provided to workers, must also meet these requirements.

Environment:

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Influencer Management Agency must comply with all applicable environmental laws and
regulations.

Compensation:

Influencer Management Agency shall comply with all applicable compensation laws and regulations
including those relating to wages, overtime and benefits. Overtime shall be paid at the rate not less
than that required by applicable law.

Benefits:

Influencer Management Agency shall provide workers with all benefits required by law or regulation.
As required by law or regulation, contactors and Influencer Management Agency’s shall make
contributions towards all statutory laws, legislation and insurance schemes.

Trade Practices & Bribery:

Influencer Management Agency will not allow any improper activities including price fixing, unfair
trade practices giving or receipt of bribery, entertainment or other forms of improper economic
benefit to employees of Cheil while doing business with Cheil.

Inspection and Compliance:

Influencer Management Agency shall authorize Cheil and its authorised agents to engage in
inspection activities to ensure compliance with this Code of Conduct. Such inspection activities may
be unannounced or without prior notice, and may consist of reviews of applicable books and records
as well as private interviews with workers. Influencer Management Agency must maintain on-site all
documents and records required to confirm compliance with this Code of Conduct. Inspections may
take place at the workplace environment, including the manufacturing facility.

*********

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