This Agreement is executed at Mumbai on the ……(date) of ………(month), ( year ) between
M/s (XYZ), Add (….) (a company registered under the Indian Companies Act 1956 and hereinafter referred to as "the Client", which expression shall include its successors and assigns) of the second part., hereafter also to be referred as the "CLIENT"
It is agreed by and between the Client and the Agency as follows:
1. AGENCY APPOINTMENT
The Client hereby appoints the Agency to handle all advertising, communication and related work on social media required for its brand. (Name of the brand …..)
2. AGENCY SERVICES
The Agency shall provide to the Client, services, which shall include the following:
Setting up social media platforms such as Facebook, Twitter, Youtube, etc
Creating content, engagement as well as ongoing management of these platforms
Monitoring social media conversations and responding to the same
Managing all social media communication as more clearly elaborated in the pitch presentation.
3. COMMENCEMENT AND DURATION
This agreement is deemed to commence from the (DD/MM/YY), and shall remain in force for (number of) months. The agreement may be renewed thereafter as may be mutually agreed by both parties.
The Agency shall maintain absolute confidentiality with respect to any confidential information received from the Client. The Agency shall not disclose any such information without obtaining Client's specific prior consent, otherwise than in compliance with statutory requirements.
5. GOVERNING LAWS
The Client and the Agency shall comply with all statutory regulations. This agreement will be subject to Mumbai jurisdiction.
6. AGENCY FEES AND REMUNERATION
The Client agrees to pay the Agency a retainer fee of Rupees (amount)/- only per month. This amount will be payable at the beginning of the month, upon receipt of invoice from the Agency.
All out-of-pocket expenses such as outstation travel, stay, etc incurred by the Agency, as part of this assignment, would be borne by the Client. Such out of pocket expenses will be incurred by the Agency only after specific approval from the Client.
Similarly charges for any other services including video creation, application development, media buy, purchase of licensed images and content, etc. if applicable, will be charged extra.
All statutory taxes/levies (including service tax presently levied on advertising services) shall be borne and paid by the Client to the Agency. Service tax @12.36%, or as may be prescribed by law from time to time, will be charged on all invoices raised by the Agency. At time of payment of the fees, the Client may deduct TDS @ 2% under section 194 C (1). Necessary TDS certificate will be issued by Agency to the Client, for same.
8. PAYMENT TERMS
The Client agrees to pay Retainer Fees against Invoices at the beginning of the month for that particular month. All other Invoices raised on the Client will become payable within 7 days from the date of all such Invoices.
The Agency shall indemnify and keep the Client indemnified against all losses, expenses or damages that may be suffered by the Client due to any default or breach of terms by the Agency under this Agreement. The Client shall indemnify and keep the Agency indemnified against all losses, expenses or damages that may be suffered by the Agency due to any default or breach of terms by the Client under this Agreement.
10. NON- SOLICITATION
Both the Client and the Agency hereby covenant that during the term of this agreement and for a period of one year following its termination or expiration, it shall not, without the previous written consent of other party, employ or contract the services of any person who was employed by the party at any time during a period of 12 months preceding the date on which the offer for employment is made to the party.
11. FORCE MAJEURE
Neither the Client, nor the Agency, shall be liable for any default, delay or lapse occurring due to events beyond their control including riot, strike, theft, war, or acts of God and/or nature.
The Client and the Agency shall evaluate progress under this agreement at the beginning of every quarter and take corrective action as may be required.
13. MODIFICATION IN TERMS
Any changes in the terms and conditions contained herein shall have effect only prospectively, and shall be valid only if recorded in writing and signed by the authorized officials of the Client and the Agency.
The failure of either party at any time to enforce any provision of this Agreement, shall in no way affect its right thereafter to require complete performance by the other party. Further, waiver of any breach of any provision shall not be held to be a waiver for any subsequent breaches. Any waiver shall be valid only if it is recorded in writing and signed by the authorized officials of the Client and the Agency.
Either party may terminate this agreement by giving 2 months written notice to the other, without assigning any reason whatsoever. The obligations of the parties shall continue during the notice period.
Any dispute, difference or question arising out of this agreement shall be settled amicably between the parties, failing which the same shall be referred to arbitration under the Indian Arbitration Act, and the place of arbitration shall be Mumbai.
Any or all notice to be given by the parties hereto to each other under this agreement shall be in writing and shall be transmitted (a) by registered post or by courier service or by personal delivery, as elected by the party giving such notice, at the addresses as mentioned below:
a) In the case of notice to the Agency at: (Agency Address)
b) In the case of notice to the Client at: (Client Address)
IN WITNESS WHEREOF the parties hereto have executed this Agreement in duplicate through their respective duly authorized officials on the day, month and year hereinabove mentioned.
For: (Agency Name)
Chief Executive Officer
For: (Client Name)