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COTIFIDENTIAL
DENTSU AEGIS NETWORK SERVICES AGREEMENT
COMMERCIAL TERM SHEE]'
.: . l:r : :r '::: :PARi[IES:,
Agepc CARAT Client: MANAPPURAM A trading division under Dentsu Manappuram Finance Ltd Aegis Network Communications lndia Private Limited
Cl N : U74300MH1986PTC039002
Address: 601-8 Wing, Poonam Chambers, Addr.€.' w l 47O (old) W63BA (New),
l:, l:- l1 . ,:1:: l'1. Manappuram House, Valapad, DR. A B Road, Worli, Mumbai- :,:.1:; :.1 r:::::i.: l; !;ii, r. . '- 400018 ir:. r::r:-:. l Thrissur, l(erala,lndia - 680 567
TERIV'Ii' rl GI Start,Date: .TUN€ >o\'t O I Tu uY wlV 30 ;l X AUTO RENEW EI --l-lrrlf-r- : - -:: _::-: CI SERV-leEil ,:,.;i; - -,. ;:N -"i Qr- AII lndia except Kerala iht d t- *i tr lVledia Services ril ;i D Creative Services ;; it ]> "-t Z E other Services 1.) )j U p F The Services are more particularly described in each applicable Statement of Wofk.s* BilbS U Mediir I Offline # nEffitr i i,lr, i : r::. r tr'Out of Home H $HHtr i"il s s#fi* li ili El Digital Services {including Display, Performance, SEM, Social, Mobile) ff oSi*x 'l itii H !s!)ttr
, $t*="' tf ("T&Cs") nd schedrrles ttw,rijq$-.i This Commercial Term Sheet must be read alongside the Terms and Conditions and schedullgs H are attached to this CommercialTerm Sheet. The T&Cs and schedules, together with this Commercial TEm S h'dct fr paYties; aand' entered into on 08 day of April 2019 constitute a binding agreement f'Agreement") between the 0l will apply to any media schedule, work order and/or any services supplied to the Client by Agency duringI trne
Executed for and on behalf of CIi nt//":;. f I,Vx-,\" Executed for and on 2 7 r.--t' --'-a-'/f^\"1 '\r\r,1\ ffi l-t" .o- L! i ! - n-,i .1:g'.,1 !r'i Ftil L'll"'"' r,U, rr) ,rFI (-?r,---i*( HE *l tc:' { . q.n.N.-.+....ylrpg klB td,t \/r, - , / # 1r _,*,-" ffi \\\. ,ir"'""-",*-*",'- ,/'/ rlan-rit.. .ts c3H *-t Name: ,--n'f- * Name: t ffi; V'T' { i\^G^ ce g3s Title: Title: : { ry\ H' I Date: Date: OBlor,lla lpi tg ffi ffis
br cr +l bwfi'u +' ltri in cJr N {.n, h,,3 '+l .-i {gt hi i I..r :rP I\,, q! .rrli'"] CONFIDENTIAL
DENTSU AEGIS NETWORK SERVICES AGREEMENT
I TERMS AND CONDITIONS 1" INTRODUCTION These Terms and Conditions ("T&Cs") apply to the provision by Agency to Client of certain services, as described in the attached commercial term sheet ("Commercial Term Sheet"), and each Statement of Work. ln the event of any confllct or inconsistency, the documents shall prevail in the following order: (i) the f&Cs; (ii) a Statement of Work; and (iii) the Commercial ierm Sheet (subject to any express written statement in a document or part thereof that states that such document or part thereof prevails over the T&Cs). 2. DEFINITIONS AND INTERPRETATION 2.1 Terms not defined in these T&Cs will have the meanings set out in the Commercial Ternr Sheet and applicable Statement of Work. In addition, the following terms shall have the following meanings: "Agency Affiliate" means any of the following: (a) companies directly or indirectly belonging to or controlled by Agency through management appointment or otherwise; (b) companies directly or indirectly belonging to or_controlled by companies whicl-idirectlybr indireifly own or control Agency; and (c) any companies having entered into an affiliation agreement with Agency or the above-refeired companies. "Control" means the power of an entity to secure that the affairs of another are conducted in accordance with its wishes and "controlled" shall be construed accordingly; "Agency Materials" means materials owned by Agency or Agency Affiliates prior to the date of this Agreement or developed orZreated or acquired by or on behalf of Agency or Rgency affiliates other than in the course of providing the Services and the derivatives of such materials; "Business Day''means any day other than a Saturday, Sunday or a bank or public holiday in Agency's principal place of business; "Charges" means the Fees and any other costs and/or commissions and expenses payable by Client in connection with the Services. "Client Materials" means materials provided by Client to Agency in connection with this Agreement (including without Iimitation Client's name, logo and trade marks and any third party materials provided by Client to Agency in connection with this Agreement); "Deliverables" means the*dellverables to be provided as part of the Services, as more particularly described in each Statement of Work (where applicable) but specifically excluding tools or platforms used by Agency to provide the Services and/or deliverables; "Fees" means the fees invoiced and payable by Client as set out in each Statement of Work "Force Majeure" has the meaning set out in clause 17.3; "lntellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks and service marks, trade names, d'omIin names, rights in get-up, goodwill and the right to sue for passing off or rrnfair competition, rights in designs, rights in computer softwaie, datJbaserights, and any other intellectual Broperty rights, in each case whether registded oiunregistered and including all applicat'rons {and rights to apply) for, and the right to be granted renewals or exiensions of, andlights to claim priority from, ihese rights and allsimilar or equivalent rights or forms of protections which subsist or will subsist, now or in the future, in any part of the world; e "Media" means the media as described in the Commercial Term Sheet. "services" means the services to be provided on the Media by Agency to Client pursuant to this Agreement, as described in general terms in the Commercial Teim Sheet and, where applicable, more specifically, in each Statement of Work or such other services agreed by the parties in a Statement of Work; "statement of Work" or "SOW" shall mean the First Agreed SOW set out in Schedule 1 as well as any additional document signed by both Parties in substantially the form set out in Schedule 1. There may be one or more SOWs under this Agreement. "Third Party Materials" means materials owned by a third party (excluding, for the avoidance of doubt, Agency Materials and Client Materials).
3. AGENCY'S ROLE 3.1 Client hereby appoints Agency to provide, and Agency agrees to providq the Services to Client in the Territory in respect of the Media specified in the Commercial Terms. 3.2 Agency will provide the Services: ia) with professional care and skill; and (b) in accordance with the terms of this Agreement. 3.3 Client will not obtain or use services from any third party that are the same as or similar to the Services during the Term. 3.4 lf Client opts to use programmatic digital services from the Amnet Group, such services sh_all be treated as services provided by an indepenAent-thiiU-pqgy from R-gency and shall be subject to separate terms and conditions. For the avoidance of doubt, such services tfl\1*f$nt pi[t of thu Services or this Agreement.
3.5 The Agencyrsfiaf f iOrf ow i6"e.ir{f*ias laid down by the industry bodies like Advertising Agencies Association of tg!!a(S]), CONFIDENTIAL
DENTSU AEGIS NETWORK SERVICES AGREEMENT
(loAA), lndian Newspaper society (lNS), Prasar lndian Broadcasting Federation (tBF), lndian outdoor Advertising Association by it,e .toint working committee of AAAI-lBF and r Bharati - Doordarsh." iijii, nir'i"aii, nuJio rnrnl ana ir'" iri"ri.ia down AAAI-INS. Agency by entering into a statement of work' Each such 3.6 Any client Affiliate in the Territory may avail Services to from the agrees to procure the adherence of each such of work will be governed by the terms of this Agreeme-nt and ilient statemeftt afdiiate of its obligations under the applicable Affiliate to the terms of this Agreement and ilr" p"ir**?nce of the client of work to any client Affiliate, any references statement of work. solely in relation to serviceiiiovided under a statement the ClientAfflliate. client further agrees that it shall to Client in such statement of Workshall be u"ernuJto be a referencet; Affiliates' Le ,eiponsinle and guaraniee for any defaults in payments by its Client
4. CLIENT RESPONSIBI LITIES services, including, wlthout limitation, giving Agency clear 4.1 client will cooperate with Agency in all aspects relating to the briefings and approving all Deliverables. for it to access, receive and utilise the Services and the 4.2 client will be responsible for making all arrangements necessary Deliverables. any act or omission of client' its performance of its obligations under this Agree-ment is prevented or delayed by 4.3 lf Agency,s performance on the part of Agency shall not agents, subcontractors, consultants or employ;,';;?h;;iture oi delay in costs, charges or losses sustained or incurred by constitute a breach of this Agreement and ag"i.ylh,.lr ;ot be liable for any iii"ni tt',ut arise directly or indirectly from such failure or delay' Agencies Association of lndia (AAAI), client shall follow the rules as laid down by the industry bodies like Advertising 4.4 The (loAA), lndian.Newspaper society (lNS), Prasar lndian Broadcasting Federation (lBF), lndian outioor Advertising Association oo*n uv tt.,e :dint working committee of AAAI-lBF and Bharari - Doordarsh.ri6rii,iir'i"aii niai" (AlR);;i ir.,. irr.iTrio AAAI-INS.
5. PERFORMANCE OF THE SERVICES in the Commercial rerm Sheet and schedule 1' The general scope of services to be provided by Agency to client i.s set out 5.1- set out in Statements of Work' Specific Services relevant to campaigns ot tp".ifli u-ngudur.nts will be Client's approval in writing' ln executing any advertising idea, plan, program or campaign, Agency sh.all .obtain 5.2 Before approval for copy, layouts, artwork, an approved idea, plan, program or'iJ#ipiiin, a8e."i, ir,iri 5ut.ii', client's executing ft'rat agency proposes to use; and proofs, radio scripts, TV storyboards, .nO lno*6r [rints, unJ otft"t material .scrip.ts that such material be presented (the "Approval schedules showing the times when, and media if,iorgl', whicir, it is'proposed Items"). practicable (taking into account any campaign 5.3 Upon receipt of the Approval ltems, client shall, as soon as reasonably relects the Approval ltems' Where it rejects the deadlines agreed with Agency), notify Agency as tb whether it approvesor as to reason for the rejection' where Approval ltems, Client shall cooperate with ag"r.v ,"Jpi""ia" a'full explanation lhe, a perio.d of 5 Business Days' or where it client does not confirm whether it approves ;r';rij;i; ih; App;rrl ltems within with immediate effect' Agency shall Fromptly starts using any Approval ltems, such items *irr ul-l""rea apbrouea oy ctient proces.s described in this clause' Any delay in rejected Approval ltems, which *irr ihen oe irLiu.:ii"_the ifiproval resubmit Agency shall be entitled to order' may result in adoitionai third p,arty. coiirlo. which client tr,'iL u" responsible. approvals ptograni or campaign upon receiving the Approval contract, execute or otherwise arrange for tt'l-e uJu"rtising iO"a, ptan, v Items. part of the services the client to cancel or amend any,plans, schedu.les or work in progress forming 5.4 client may request Agency 'aivr efiorts to comply with any such provide at least pridr written notice of is und tne agenry witt usl re-asonable shall third parties' ;;;;&i;;;;iJ"O tf'at figency is able to do so within its contractual obligations to promptly pay to Agency: (a) Agency's charges covering the 5.5 ln the event of any such cancellation or amendment, client shalt up- to the.effective date of cancellation or cancelled or amended services (calculated ;-pr" riiu uurir.ior ttre fdrido "; losit paid or payable by Agency in relation to the cancellation or amendment); (b) any charges, expenses ot from third limitation ,utrorpu.tir""iiittrnuf r"t" can."tiutidn charges or lower discounts amendment (including withoui "d;urt*e,iti, parties); and {c) any Cancellation Fee specified in a SOW' result from the negligent or wilful act media owner levies late copy charges against Agency and such charges.do not 5.6 where a reimburse the amount of such late copy or omission of Agency, client shall immediatef,upon pr"i"i',tation of an in]voice charges to AgencY. a€reed belY::,l?:lh^l::1:j,.:l::i:tJ.trll:5 5.7 where applicable, it is further expresslv understood and :?: ff3:1 i:Ii:: Hi""fiff1:73,iJ# ilii:'lEH#1,?'J,t:+ite"*l,ili={:*f".f:t,::[i,j::::?.'i:::1;1'Jf:'.""#l#lf-T;?;;": ::,TI;fi"l:iJff:l{ H?iii,ffit"I#Hli:i?ffi;',;;;;;;;,iLE rt:3:l i:::::*:,"?,il'#.:lffi'fl},15:['3,?f; :?F:'i"%?H:'i'iiirliill,'irti:;t"#:;!i:,1il;FtE:i:'"r=:.::li*'yi:"X:"*"; n:#)#i:?:j"",11':liilf#;? :Xi::::"::ii""'! #3ilfit"l':[:1,lit" [',il;:#r' t'"'r;;:[i-',":fi,:;if,",:,::r^:::.*:'.";i".Xi:',ifili":fJ'?,11",".i ?l ilH:i'::',Y;ff#;T#iffi*,,iffiUt1##ii::i;[:,1*;*,1t..,X'ti?,.T?.Hj;:'X],.ii"'li':'f'#flrcorurr vr Agenry in.respect,ofqiry-'Jo5$63yis1]!e.reO by Lllent or oy any rrrrru Pdrtv ev r -4-=:-:r-._,*- estimates/targets,i .','''. ),1 .i Yi.1i1*t"'wt'i; \.\,\ i,... Z,'.$;r' -\r '';; ,';1 l i/ :r'' / J.'ir , .:, 1, i/*i \\ ij1'- i! N-+ Iltt 1.r'|li ;
CONFIDENTIAL
DENTSU AEGIS NETWORK SERVTCES AGREEMENT
are be created, Agency shall carry out clearances 5.8 lf it is agreed as part of the servlces that domain names or trade marks to All other clearances, registrations and renewals and registrations only where agreed in writing witf.l cfl.ntina ut Client's cost' will be Client's sole responsibility
6. FINANCIAL PROVISIONS charges in accordance with each statement of work' 6.1 ln consideration of providing the services, client shall pay to Agency the or any stamp duty payable as per applicable Amounts stated under the SOWs are exclusive of applicable indirect taxes, levies 6.2 the prevailing rate' ir*, *frli;', shall be pu,uni" OV Client in addition to ihe relevant amounts at with schedule 1 or the applicable statement of 6.3 The charges shall be invoiced by Agency and payable by client in accordance bank acccunt nominated by Agency in work, in full, without set-off, counterclaim or *ii[horii.,g, by bank transfer into the the currency specified in the invoice. on an ad hoc basis and invoices will be payable within 6.4 Unless otherwise specified, Agency shall be entitled to issue its invoices prejudice to Agencv's other rights and remedies, be subject days of the date of th;;;;;;;. Af f rr*r p"iO f .i" rf,rii *ltnort 30 piincipal lending bank from the due date interest at the rate ii );1, p"t rnnr* ubou" th" base lending iate of Rgency-'s to consecutive months, the Agency untilthe date of payment in full. In the event client defaults in payments fo-r more than two shall be entitled to suspend the Services under this Agreement' parties may require an advance or down- 6.5 For some aspects of the Services that are provided by third parties, those third the advance or down-payment will oavment. Under such circumstances, Agency *irr'inroi* client, and'an invoice covering be'prepared and sent by Agency to Client for immediate settlement. be recharged to client at expenses incurred by Agency in pursuance of the fulfilment of the services shall 6.6 All out-of-pocket (a) research work; (b) any to client,s prior approval of th; ;;pi'rcarte umounts,including wlth.out limitation: net cost, subject without limitation, film production, costs incurred for production work required inloi,i,uiiion with the servicesincluding, (including test purposes), the s.ervices of,performers' artwork, engravings, electros, photography, tri"r,t i""r, r".otJingi for (d) te.lephone calls; (e) production costs btock-making, type-setting, typography ana prinl woikiic) travel cosis; loig-distance material,. booklets, sales letters, product involved in the prepar.li;1 ;ft;.k5gihc, rib"rl rnJ .Jrt.jnr, exhibitioh'ahd dlsplav by the Agency; (f) costs incurred in publicity and other prorotion.irri"ri"it or t"ruiiur it *rv n" prepared or sugg'ested enquiries, registrations, renewals taking legal or other.Ari." r"J undertaking trade mark, domain'name or otherEarches, and clearances; and (g) despatch and carrier costs. and this results from late payment by client, 6.7 where a surcharge is levied by a supplier against Agency due to.late.payment upon presentation of an invoice reimburse Ctient shalt (without pr;i;;i.;i;Ag."ilr ";h;;rl;hi;;niiemeoies)immediatelvcha rged by the su pp lier in respect of the overdu e to Agency the a mo u nt of such su rcharge, toget'her;ith any ac*uea interest amount. 6.8 lntentionallY deleted' on the expenditure (including wlthout at its own cost, shall be entitled to arrange-andrnaintain.credit insurance cover 6.9 Agency cover is either refused, limitation media expenditure) incurred on o"triir-or Cti"nt. where, for any reason this insurance iiuoiitti"r of Agency, client agiees to arrange for suitable financial guarantees withdrawn, revised i;;;;;,1;t. i" ."r"itn" meet the Agency."r such guaranteeiii" un.ur',t".Ute'or are ii Agency's o[lnlon not sufficient to to be granted to lf commitment ihLn agency will invoice Client for the amount to be paid prior to commitment and such commitments of Client lfclientisunwillingand/or shallonlybemadefollowingreceiptbyaeency;iir"rigqfundsinpuy*uillofsuchinvoices. financial guarantees, to provide advance payment or.rr"ng-drlr iuiiaute (to th.e reasonable satisfaction of Agency) unable for any losses or additional costs - Agency shall be entitleJ to'(if cancel existindiom.it*"ntt, witho.ut being responsible of its obligations in relation to committing incurred by client as a result of any such ..n."rrliion, (ri) automatically suspJnd ail no less than seven days' written to other expenditure under this Agreement ,,iJii,i tiiiii"rrninui" thii Agreement upon {7) notice. 7. INTELTECTUAL PROPERTY RIGHTS Rights in,,and to the Deliverables, other than 7.L Unless otherwise approved in writing by the Client, all lntellectual Property immediately vest in Client' Agency lntellectual property Rights in and to Agency rvrit"iirrr and rhird earty wtaterials, will rights to Client' iilr"OV Oy *.y o"f present assignirent-of present and future rights such "iiignr property shall remain vested in client' Client hereby 7-2 As between the parties, all lntellectual Rights in and.to client Materials necessary to perform the services grants to Agency a nonlex.lrsiru, rov.ltv+iuu ii."n"." to use the client Materials solely as licences required for the use of Client in accordance with this ajreement.'client is ;;l;iy ;"rp;;;ibte {or all consents and Materials in accordance w'ith this Agreement and their compliance with applicable law' shall remain vested in Agency' To the As between the parties, all lntellectual property Rights in and to-feency Materials 7.3 grants to Client a perpetual, irrevocable, that any of the Deliverables incorporate oi Agency Ma"terials, Agency extent ".iUoav Materiars to royarty-free, non+ransfli;Gi;;;+; n"'1',,11"a;i.1!':,1fll:T"*l,llf":i:::'*::::-"^*I'f"::*3fl?ncv iht;ppticaulebetiverabie(s) in accordance with this Agreement' i;Jiiir#;;e7Ji';;q[}&qp[tti;;t "f usage rights in Third Party Materials as agreed 7.4 Agency shall, at nable endeavours to obtain for Client all that ihe applicable lntellectual Property Rights by the parties such hils iommissioned. Save to the extent
-1 .,P.t'fXPO A ffi CCNFIDENTIAL
DENTSU AEGIS NETWORK SERVICES AGREEMENT
Y in and to the Third Party Materials are assigned to client, such lntellectual property Rights shall remain vested in applicable third party. client is responsible roiatt otneril"urun..r. the 7 Agency shall use reasonable endeavours '5 to obtain waivers of all moral rights in and to the Deliverables. 7 '6 client shall only use the services and Deliverables in accordance with any usage restrictions and licence conditions as per the terms of this agreement or.third party specified lice;sor. save as otherwile expressly permitted by this Agreement otherwise agreed in writing, client sha.ll or n-ot iop-y, i"prour.", mat 8'1 Save as expressly set out in this Agreement, all conditions, warranties or other terms on the part of Agency which effect between the parties or be implied might have oi in.oiporut"Jinto tt-lit agreemenl oi any cottateral contract, whether common law or otherwise, are hereby by statute, excluded ov ng";y, includin[ tne implieu conditions, warranties satisfactory quality or fitness for purpose. or other terms as to 8'2 The Deliverables under this agreemen^t.shall comply with applicable law, regulations,J' E'uru.rrrguidelines rtr5 uIor codesLuues ofoI practice and not infringe the rnterectuar pioperty Rights of .riv ttn.i plrron. shall 8'3 Agency wlll not be liable for delays or errors in any of the Deliverables as published unress by its breach of this and to the extent that this is caused Agreement or whether rr.r', b.iiruiuoies have not been ,pprouuilv t6i iti"ni]"''"' 8'4 Agency warrants that to the best of its knowledge and belief, the use of Agency Materials in accordance with this Agreement shall not infringe the rntelrectuar property Righti of uny oth", person. 8'5 Agency makes no warranty and is not responsible for any materials once such materials are released or posted in the public domain as requested or approved by client, incruainc, ;tiirout limitati"", ,uJing materiiti on sJcilimeoia (being any o' ou'in"iiu!'to post content roi "i. 3i*J[X 5[t:?',T,][?fj',"#1[,U:t,i,' vrewine uy-others) ,.a7"i,iJ." sharing *"n-,itui 8.6 client warrants that to the best of its knowredge and berief: a' client Materials and all information supplied to Agency in relation to client,s productsvuuLL) anddr ru servicesscl vrces before and during the Term will be true, accurate, complete, ,p-tl-u?i" ,ra not misreau'd;';;1"' b' client Materials and the use of such client Materials in accordance with this Agreement shall comply law, regulations, guidelines or.codes with applicable or fru.tiie r"o rr..lii"r'#iriri"U"',n"]nteilectual property Rights person' without prejudice to client's responsibilityund of any other Ag"r.y', and remedies, Agency is entitled to to perform client's request if, in Agency't opinion, "ir.r"ire-hii refuse guideline *tr, *tion *uy rurrli in v]olation of any appliiable law, regulation, or code of practice. Wheie the Ia; o,. ;;;;;;opriate authorlty ,"qrurtr, ctienturrsr rr srratt)r rdrr Jrlodr>u oeue oorigedu to provide Agency with factual evidence in respect of produci oi advertisements. c' client shall ensure it has place - in suitable and compatible equipment, networks and and the Services. software to receive the Deliverables d' client shall ensure that any client Materials and any equipment or networks which connect contain software viruses to Agency,s systems do not or anv other comput"r.da"]fiies or progii;;u;iesigned to interrupt, functionality of any computer destroy or limit the software o, r,uro*are ol t"l".orrunications equipment. 9. INDEMNITIES 9'L Agency shall indemnify and hold harmless Client from and against any and ail costs, expenses, charges, damages, liabilities, claims or actions of any kind which ma-v pe incrrr"u, iuii"rli, ororgrit against Ctienf arising out of (and onty to the extent of) a breach by Agency or.turi" a.++.- "itnr"it"nio ag.r;y rt-,all no"t be liable unJer this indemnity in respect of any expenses' charges, damages, tiabilities, claims or actioriito costs, ihe extent that these are caused by acts or omissions of client. 9'2 client shall indemnify and hold harmless Agency from and aga.inst any and all costs,.expenses, charges, damages, claims or actions of anv kind which mav riabilities, beincurred,';r?i;;"d: uroughi ;; th;;.i;;;! against.Agency arising out to the extent of) a breach by Client or of {and onty itause s.6 ,;; ;t.i;#ertaining to payrnents to any third party vendors. 9'3 The party entitled to an indemnity under.this Agreement - -shall take all reasonabre steps to mitigate the applicable costs, expenses, charges, claims or -danr_ag.e.s, ljabilities, Sctions. 10. TERM AND TERMii\JATIO*.' ., ..': 10'1 The Terrn of lofia.*;pto effect ltiis4greement on the start Date and ends on the End Date, as indicated on the .-,':i -, f_,ffi"comrnercial . CONFIDENTIAL DENTSU AEGIS NETWORK SERVICES AGREEMENT , t]iEl;iil iess than rhirtv days' prior *[i ffil""'iXil:i?ilJ:ffii::'rljffi:il:i?r":ot written notice, such norice to have 10'2 Either party may terminate this Agreement (including immediately all of Work) and/orthe on written notice to the -st:.t,e1ent(s) appricabre statement(s) of Work (including ott',e,. [uiiy ir iiie otire, puity oruu.',L clause 16) o,. upptiiilt" statemeni(si"iw"r[.ro rnv materi_ar provision of the Agreement breach within 28 davs lwrr"lu rrict"nr*1,i, of remedy) does of'oeNg requireo to'io so'in'*ritinc. 11_13,nabre not remedy thar ri;;;;il;:;'a right to terminare onu il'ii Ju"",i, ,.v'.r.,lose 6ither o,. more particutar ::t"e?Xlr"J#,i'li#;iffi?tio i" t"lrNii" onry the statement(s) or work in question 10'3 Either party' may terminate this Agreement immediately on written notice to the other party if the other party has a receiver. tXT:?[l'J:;i,i",!El,il';,'3;U;il:il riq,i;;;;;;;;;;i"d ou",. arr or any part ,t''a"ljlli:iio'"i'i"n'r or its assers 1or tneii o 'o in this agreement, ctient can terminate )r"r'y,J.}[;TJf::f,;X'l,N'J"t'r""::1;."' the agreement by giving a notice of 30 (rhirty) 11. LIABtHry " ' );JTiL%"tH tf',,"."#ilHff::;:Jfr:",,',"#:'J:: injurv caused bv negrigence, xi:iul,Ji."JIHJ i.:t,?i:' for fraud or for Lt'2 To the maximum extent permitted by law, neither party shall be liable to the other for any: _ a. loss of actual or anticipated income; b. loss of actual or anticipated profits; c. Ioss of contracts; or d' for any special, indirect or consequentiar ross or damage of any kind, I;UTffiitr'[: ffi:::,:'.H#l:Ji;:iffEiilii,;x1i,1,Xj;Jl;:::,,fi:Hi:I,ff::i,"g neg,igence), breach or statutory 11'3 save in relation to the confidentiality obligations aggregate under clause 14,.to the maximum liability of Agencv to client u,iour extent permitted by law, the maximum negligence) oi i, i"""..ti"" *ii[ irrl'nd..rilrr, breach of siatutory uuty or otherwise whether in-iontrr.t, tort (incruding not exceed -r";;i"l;il;i;;i"itiniiriing-under the inue-m-n-itv'oiligations an amount equat to rooi".or *,u unue,. *,is ngreement), sha, ,r" any i:H:nil,fl';::YJ,:,il?:::"?;!i,[,i ,, t',,.;i ;;;;;;,i;&;;;;.,,,"r"il"".",oilorou third.party expenditure paid or l"tLT,Tjx3i" to Agency in the rerritory during the 12. NON_SOLtCtTATtON The Parties agree that they will not either on its own account,or partnership or organisarion or otherwise in or association.with any person, and whether Jir"itrv during firm, company "iTrii*.irv th; i;,:;;;; for a period of twetve months thereafter ilififf#:i:ifly,.#i;T**ti*;H.?"15yryl,",,.*Hl;i51?j:l[r;iru;:*:c, on byanyo,r,",p"*nru,i 13. ASSTGNMENTANDSUB-CONTRACTING 13'1 Agency - may: (a) sub-contract any or all of its obliga.tions under this Agreement provided ;;;.ment; that Agency shall remain at all ani (b) ;;ris;;, iroii.?,i*'"-.,, Ji ]',i'"r,,, times [Si".liff,tP.errormance "]thi; rishtiunder rhis Agreement to any 13'2 save as set out in clause 13'1, no assignment, subcontracting or sublicensing is permitted. 14. CONFIDENTIATIry Each party undertakes that it will not at any time hereafter.use or disclose representatives and advisors' (ii) to any person, except: (i) to its professional in th^e cas3.,"11s;;;y ,i"iv, to it, ae"r.v atririi.t", or sub-contrattois (incruding, without raw or anv ieeur or lttiu,?::'ff;,'i;::tJffiiiTg-services-pro,:g""il:Jiil-.";;;;#''io:,::gand/o.i,iuiiur .";.;;;Cin'" [i,i,,iJ*"i?,i?'!:f:iTi{giiil;::.i,.#tT,,jffi:J:Ti,#ilfft#X?lt,gffitrili !y regurarory knowledge' Neitherp"tvti.iirtJ.nvsuch.onnuuntiui'i;f"r:rljq;1.;;i;;;ffiJi"rforr.n.uofthisAgreemenrormake any announcement relating to this Agr.eement or its subject rnatter without tl.re prior iriwritini, ,3 i"ii,r,i,.i#rijliJi Ti,r.ii written approvar o-f the other party. 1s. ilfio*H:H:f^", "iri."iii"r'.'i.=,[]0,,"0 or granied in iespe.t orthe same. L5.1 To the extent that one ("Data Controlrer") o.r?,:r- to the other. party (,Data data pursuant to rntermediary',) any personairy identifiabre both parties and ,ftitllj;u,.,'.:,T,,,:".1,";'f,',f;t...Xj*,*=i:!lf,i connection *itr,-tr.," i"rrilirl'lrijr:l'in="';:H"il#;rl,;ifi#;-f,H:lJ:^"r?r: ff'P,-,i:ns consents required to enabre a. pr S:1, \fcordancewithDataController,sreasonableinstructions;".,,"e wr rn uara {-onrrot,e:s reasonable instrucrions;, rffi_ DENTSU AEGIS NETWORK SERVICES AGREEMENT b. protect the personal data,by making reasonable security arrangements to prevent unauthorised access, collection, use, disclosure, copying, modification, disposal (or similar risks); u pon c. termination of this Agreement, cease to reta in the personal data that it no longer requires u nder this Agreement and, at the Data Controller's option, either return the personal data to the Data Contioller or destroy the persdnal data; d. where personal data is transferred by or on behalf of the Data Intermediary to a country or territory outside of the Territory, take reasonable steps to ensure that the standard of protection apf tieU to such personal data is comparable to the protection required under this Agreement; and e. in accordance with the lnformation Technology Act, 2000 and the lnformation Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011. 16. ANTI-BRIBERY 16.1 Each party warrants and undertakes that: a. it will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Prevention of Corrupiion, Act 1988 ("Relevant Re-quirements"); and b. it has and shall maintain in place throughout the Term all policies and procedures necessary to ensure compliance with the Relevant Requirements. 77. Audit Agency shall at all times whenever required furnish all information, records, data stored in whatsoever form to external independent auditors and/or statutory/RBl inspecting auditors ("Auditorsr'; and extend full cooperation in carrying out of such inspection. Agency will also undertake to co-operate with the RBI to carry out its supervisory functions and objectives and will furnish all records and other information as RBI may call for to carry inspection and/or other functions. Agency is required to facilitate the same at no additional cost and shall provide uninterrupted access to the documents required by the Auditors. Further, Agency has to ensure rectification of all the irregularities thus pointed out by the Auditor within a given time frame. L7, GENERAL 17.1 Unlessotherwiseagreedbytheparties,Agencyactsinall itscontracts-asaprincipal andnotasagentforClientinrespectof dealings with media owners and other third party suppliers {"Suppliers") ani shall place orders arid enter into contracts with the Suppliers in its own name and on its own accounf. Nothing in this Rgreement is intended to or shalt op"iuiu to create a partnership or relationship of principal and agent between the-parties. 17.2 The service proceedings, of and any notice of termination, given under or in connection with this Agreement shall be in writing (excluding.email). and ser-ved by hand, prepaid first cliss recorded deliveryu or prepaid international *."io"J riir.ii to the other party's address. Such notice shali be deemed to have been slrved at tfre time of delivery. All other communications (including in relation to approvals) under, this Agreement may be given via email and shall be deemed received upon sending, save in the case of manifest techniial error. Y, 17'3 Neither party shall be liable for any failure to perform or delay in performance of any of its obligations under this Agreement (other than paym.ent obligations) caused by circumstances'beyonQ its reasonable conirot t'T"ri" rvf ii*r" rrJnt"1. tnu affected party shall use all reasonable endeavours to mitigate th'e effect of the Force MajeureEvent. provision 17.4 No of this Agreement (or any document entered into in connection with this Agreement) shall be modified or varied without the written consent of the parties. 17-5 No delay, failure o.r (in omission whole or in.part) in exercising or pursuing any right or rernedy under this Agreement will be construed as a waiver of that right or remedy. provisions 17.6 The of clau1es.2.{lnterpretations and Defrnitions), 7 (lntellectual property Rights), 8 9 (tndemnities), (Non-Solicitation), {Warranties), 11 {Liability), 12 14 (Confidentiality), rs ioati protection), 1o (a,iti-a:riu"ivt irJ ii tc;;'";0 shal survive termination or expiry of this Agreement 17.7 rhis Agreement may be signed in counterparts and by the parties on separate counterparts, each of which when so executed shall be an original, but all counterparts shall together constitute one and the same docurnent. !7-8 A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement. 17.9 This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreernent and supersedes any previous agreernent or understandingletween thehe parties in ielationrelation to such subject matter. ln entering into thi the parties have not relied on any statement, representation, warranty, understanding, undertaking, 1 of any person other than.a< expressly set out ln this Agreement. Each party irrevocabiy and unconditi ts, rights and remedies which but for this clause it might otherwise have had in relation to any of the .ox$ I r CONFIDENTIAL DENTSU AEGIS NETWORK SERVICES AGREEMENT 17.1'o Pursuant to this Agreement or the SoWs, the Client may issue transaction specific service purchase order(s) for the supply of Services. Any purchase order now existing or hereinafter entered into between the parties shall be suUlLit io, governed by and construed in accordance with the terms and conditions of this Agreement and shall be consiueieJ iipiitino parcet of this Agreement. ln the.event of any conflict and/or dis.crepancy betwe-en any of the provisions contained in ihis Agreement and the provisions contained in the said purchase order(s), the piovisions coniained in this Agreement shall take pricedence over the provisions contained in the said purchase order(s). provision t7.'J-L lf any of this Agreement is found to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement, which will remain in full force and effect. t7 The Parties herein -12 expressly agree that amount of stamp duty if any payable in respect of this Agreement shall be borne and equally payable by both parties. ln the .event of the eg6ncy f aying'the'entire stamp duty, the 4lggnct;il;ves the right to claim the balance stamp duty from the Client. This Agreement 17.L3 shall be gover.ned by the laws of lndia and any and all disputes arising out of or in connection with this (including Agreement without limitation any alleged breach, or challenge to the validity ofenforceabilitt;;ithis Agreement or any provision hereof)) shall be subject to the exclusive jurisdiction coiurts in Kochi, Einakulum . Y \, CONFIDENTIAL DENTSU AEGIS NETWORK SERVICES AGREEMENT SCHEDULE 1: FIRST AGREED SoW STATEMENT OF WORK NUMBER ]. This Statement ("SOW") of Work OateO O & -A fri L )-"1 I ls made pursuant to and is governed by rhe Services Agreement wlth Start Date July O1't 2017 ("Agreerfient") entered into between Manappuram Finance Ltd (,.Client,,) and Carat, A trading division under Dentsu Aegis Network Communications lndia private Limited ("Agency,,). The Parties hereby agree as follows: 1. Effect of SOW L,l Client wishes to obtain and Agency has agreed to provide the Services as described in this SoW in accordance with the terms of the Agreement. ln the event L,2 of any conflict between the terms and conditions of this SOW and the terms of the Agreement, the terms of the Agreement shall prevail to the extent of the conflict or inconsistency, save where this SOw is expressed to vary by mutual agreement of the Parties, a specific clause in the Agreement. 1.3 Unless the context otherwise requires, terms in this SoW will have the meaning set out in the Agreement. 2. Services Agency shall provide the following Services to Client: PARTICUTARS Planning and implementation across TVlPrint/Radio/ oOH / Digital / Cinema/ for. n*na .u.,1puie., / strategy and show campaign / strategy - across all media mentioned in the contract Negotiating and buying time/space across TV/Print/Radio/ oo{ / Digital /cine*rr it tl.," ourt rates Monthly Media, Channels, Competition updates to be shared with client along with sharing new launches, promo plans featuring the campaigns (across different shows, products and genres) (for Regular updates on media trends - viewing patterns/ channels performance/ uur"rii*itrunorT tns updates / CCS data updates or any other research share BARC, comscore & IRS and other syndicated study analysis as and when needed Post buy analysis at a campaign level to analyze the effectiveness of the campaign vis a vis competition for W, Print & other media OOH Monitoring - of the activity as per data availability; Competition tracking to Oe sf,ireU on u mgt!]V basis or when any launch happens Digital - Running ads on digital platforms like search, social media, display, video sites and networks, email etc, Campaign tests for ad creative, ad copy, landing page, Research and paid media strategy campaign optimization, Campaign tracking and reporting, Reviews every 2 months to monitor the hits and misses. Help support Promo planning of in co-ordination with the channel research team 3. Term ofSOW Start date ofServices: l* tuly,2077 tune,2079 {\ ,rS# . r-J' .lFt =+rffi CONFIDENTIAL DENTSU AEGIS NETWORK SERVICES AGREEMENT STATEMENT OF WORK NO. 2 This Statement of Work No.2("SOW") is dated as of 1st January, 2O19 and made between White Lillies Marketing Services private Limited (Client Affiliote/ and Carat, A trading division under Dentsu Aegis Network Communications lndia Private Limited ("Agency"). This Statement of Work ("SOW") No. 3 is made pursuant to and is governed by the Services Agreement with Start Date July t, 2Ot7 ("Agreement") entered into between Monappuram Finance ltd ("Client") and Carat, A trading division under Dentsu Aegis Network Communications lndia Private limited ("Agency''). The Parties hereby agree as follows: 1. Effect ofSOW 1.i Client wishes to obtain and Agenry has agreed to provide the Services as described in this SOW in accordance with the terms of the Agreement. L.2 ln the event of any conflict between the terms and conditions of this SOW and the terms of the Agreement, the terms of the Agreement shall prevail to the extent of the conflict or inconsistency, save where this SOW is expressi:d to vary by mutual agreement of the Parties, a specific clause in the Agreement. 1.3 Unless the context otherwise requires, terms in this SOW will have the meaning set out in the Agreement. Services Agency shall provide the following Services to Client: sR. NO. PARTICULARS Planning and implementation across TVIPrint/Radiol OOll / Digital / Cinemal for brand campaign / 1 strategy and show campaign / strategy - across all media mentioned in the contract Negotiating and buying timelspace across TV/Print/Radio/ OOH / Digital /Cinemas at the best 2 possible rates Monthly Media, Channels, Competition updates to be shared with client along with sharing new 3 launches, prorno plans featuring the carnpaigns (across different shows, products and genres) (for competition) Regular updates on media trends - viewing patterns/ channels performance/ advertiser trends / IRS 4 updates / CCS data updates or any other research reports as relevant 5 Shar"e BARC, Comscore & IRS and other syndicated study analysis as and when needed Post buy analysis at a campaign level to analyze the effectiveness of the campaign vis a vis 6 competition for TV, Print & other media OOll Monitoring of the activity as per data availability; Cornpetition tracking to be shared on a 7 - monthly basis or when any launch happens Digital - Running ads on digital platforms like search, social media, display, video sites and networks, 8 email etc, Campaign tests for ad creative, ad copy, landing page, Research and paid media strategy language etc. Ongoiug cantpaigtr opLirrtizatiun, Campaign tracklng and reportlng, 9 Reviews every 2 months to monitor the hits and rnisses. 10 Help support Promo planning of in co-ordination with the channel research team \s', _t /ffi CONFIDENTIAL DENTSU AEGIS NETWORK SERVICES AGREEMENT THE STATEMENT OF WORK NO. 3 This Statement of Work No.3 ("SOW") is dated as of 1st Janu ary, 2Otg and made between Manappuram lewellers Limited (Client Affiliate) and Carat, A trading division under Dentsu Aegis Network Communications lndla Private Limited ('Agency"). This Statement of Work ("SOW") No. 3 is made pursuant to and is governed by the Services Agreement with Start Date July !, 20t7 ("Agreement") entered into between Manoppuram Flnance ltd {"Client") and Carat, A trading division under Dentsu Aegis Network Communications tndia Private Limited ("Agency''). The Parties hereby agree as fotlows: 1. Effect ofsow 1.1 , Client wishes to obtain and Agency has agreed to provide the Services as described in this SOW in accordance with the terms of the Agreement. 1.2 ln the event of any conflict between the terms and conditions of this SOW and the terms of the Agreement, the terms of the Agreement shall prevail to the extent of the conflict or inconsistency, save where this SOW is expressed to vary by mutual agreement of the Parties, a specific clause in the Agr,eement, 1.3 Unless the context otherwise requires, terms in this SOW will have the meaning set out in the Agreement. 2. Services Agency shall provide the following Services to Client: sR. NO. PARTICUTARS t Planning and implementation across TV/Print/Radio/ OOH / Digital / Cinema/ for brand campaign / strategy and show campaign / strategy - across all media mentioned in the contract Negotiating and buying time/space across TV/Print/Radio/ OOH Digital at best 2 / /Cinemas the possible rates MonthltT Media, Channels, Competition updates to be shared with client along with sharing new 3 launches, promo plans featuring the campaigns (across different shows, products and genres) (for competition). Regular updates on media trends - viewing patterns/ channels performance/ advertiser tr:ends IRS 4 / updates / CCS data updates or any other research reports as relevant 5 Share BARC, ComScore & IRS and other syndicated study analysis as and when needed Post buy analysis at a,campaign level to analyze the effectiveness of campalgn vis vis 6 the a competition for TV, Print & other media OOH Monitoring of the activity as per data availability; Competition 7 - tracking to be shared on a monthly basis or when any Iaunch happens Digital - Running ads on digital platforms like search, social media, display, video sites and networks, 8 email etc, Campaign tests for ad creatlve, ad copy, landing page, Research and paid media strategy language etc. Ongoing campaign optimization, Campaign tracking and reporting, 9 Reviews every 2 months to monitor the hits and misses. 10 Help support Promo planning of in co-ordination with the channel research team t -,' --P ffi