MARKETING AGREEMENT

This Agreement is made on this day….of ….. with the effective date being ….
BETWEEN
Intelligent Advertisements Pvt Ltd, (hereinafter referred to as the ‘Company’, which expression
shall be deemed to mean and include its successors and permitted assigns)
AND
AY Pvt Ltd, (hereinafter referred to as the ‘Client’, which expression shall be deemed to mean and
include its successors and permitted assigns)
The Client and Company are hereinafter individually referred to as ‘Party’ and Collectively referred
to as ‘Parties’
WHEREAS, Intelligent Advertisements Pvt Ltd is a firm dealing with digital marketing of products.
WHEREAS, AY Pvt Ltd is a children’s toy manufacturing company.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained
herein, the Parties agree as follows:
1. TERM
The period of this agreement, hereinafter referred as ‘Period’ shall begin on the Effective date
and end on the completion of 24 months from the Effective Date, unless earlier terminated in
accordance with the provisions hereof.
2. SCOPE OF RIGHTS AND DUTIES
A. The Client grants the Company the exclusive right to market the Client’s products in
accordance with this agreement.
B. Throughout the Period of this agreement, the Company shall in good faith and using
reasonable skill provide and carry out the Marketing Services and Activities as specified in
Annexure I.

3. PAYMENTS AND RENUMERATION

A. The payment for the Marketing Services provided by the Company to the Client is fixed at a
lump sum amount of INR 4,00,000 (Fixed Fee)
B. The Client shall release 10% of the fixed fees i.e. INR 40,000 within six months from the
Effective date subject to the fulfilment of following conditions by the Company:
i. The publishing of two advertisements duly approved by the Client on two
different social media platforms listed in Annexure I within two months from the
Effective date.
ii. The successful organisation of one give-away contest within four months from
the Effective date.
C. If Advance payment is released on completion of above conditions, the Client shall pay the
remainder of the Fixed Fee i.e. 90% which is INR 3,60,000 within two months from the date
of payment of Advance.
D. If Advance payment is not made due to non-completion of above conditions, the Client shall
pay the entire amount within twelve months from the Effective date.
E. The Client shall pay bonuses to the Company subject to meeting targets as specified in detail
in Annexure II.
 F. Goods and Services tax shall be payable by the Client to the Company on all payments
pursuant to this agreement on presetation of an appropriate invoice.
G. If the Client fails to pay the Company within the stipulated time specified in this agreement,
the Client shall be liable to pay default interest on late payment of ..% per year and also to
reimburse the Company for reasonable expenses towards collection of unpaid amount which
includes legal fees.
4. WARRANTIES
A. The Client warrants and undertakes that:
i. It has the power and authority to enter into this agreement.
ii. It has obtained all necessary permits, licenses, authorisations and consents required to
carry out its duties and obligations according to this agreement.
B. The Company warrants and undertakes that :
i. It has and will retain throughout the Period the power and authority to enter into this
agreement.
ii. It shall act in accordance with all applicable laws and regulations governing the use
of personal data in India.
iii. It shall not receive publish or upload promotional or advertisement material of the
Client’s products without obtaining prior approval on all templates by the Client as
specified in the process in Annexure III.
iv. It agrees that during the Period of this agreement and for three months following the
termination or expiry of this agreement, It shall not directly or indirectly advertise,
market or promote the Competitors of the Client which shall mean any Business
engaged in the production and/or sale of Children’s toys.
v. It will keep confidential for the period of this agreement and after its termination all
business information provided to it or which comes to its attention as an effect of this
agreement and shall not (without the prior written consent of the Client) at any time
disclose the information to any third party or use such information to harm the
reputation, image or goodwill of the client.
vi. It shall at all times during the term of the agreement comply with the requirements of
applicable marketing, promotions and advertising standards and applicable laws.

5. INTELLECTUAL PROPERTY RIGHTS

A. The Client shall be the owner of its existing brand name, logos, trademarks and any
promotional/advertisement material created before the period of this agreement and
presented to the Company for reference.
B. The Client authorizes the Company to use its brand name, logos and trademarks for
advertisement, marketing and promotion with the approval of the Client.
C. The Company shall be the owner of the Intellectual property in the advertisement
related work and marketing materials created during the term of this agreement.
D. The Client shall return advertisement copies and templates on termination or expiry
of contract.
E. The posts published on the various platforms in Annexure-I by the Company shall
remain posted even after termination or expiry of Contract.
6. TERMINATION
A. This agreement may be terminated by the Client by providing Notice in any of the
following Circumstances:
i) Failure of Company to carry out the Activities as per Annexure-I
ii) Breach of Confidentiality by the Company
 iii) Any action committed by the Company that deliberately harms the Client’s
reputation and/or Business.

7. LAW AND JURISDICTION

This Agreement shall be governed by and interpreted in accordance to the laws of India and shall
be be subject to the exclusive jurisdiction of the Indian Courts.

IN WITNESS WHEREOF, the parties hereto have signed and delivered this Agreement effective as
of the effective date.
AY Pvt Ltd
Signature:
Name:
Title:
Intelligent Advertisements Pvt Ltd
Signature:
Name:
Title:
ANNEXURE-I
NO. ANNEXURE PLATFORM
1 WEEKLY 1) One Youtube video of minimum 5 minutes
2) One Post on Instagram
3) One Post on Facebook
4) One Photo tweet on twitter.

2 MONTHLY One Giveaway Contest run simultaneously across all platforms

3 CONTINOUS 1. Posting ads on Google related to keywords searched
2. Advertisements on top 5 children related blog in India

ANNEXURE-II-
NO. TARGET BONUS
1. 50 Thousand Subscribers on Youtube Channel INR 10,000
2. 10 Thousand Followers on Instagram INR 10,000

ANNEXURE-III- PROCEDURE TO OBTAIN APPROVAL OF CLIENT AND GIVE NOTICE

1) Designed template of advertising and promotional material to be sent via email to
the General Manager of the Client via e-mail
E-mail:
Telephone:
2) The General Manager of the Client shall send the approvals or rejections to the Company via
e-mail.
3) The Company shall send and receive notices and seek approvals using the following:
E-mail of Company:
Telephone of Company: