MASTER SERVICE AGREEMENT

This Master Service Agreement (the “Agreement”) is made and entered into on this 29 TH day of
NOVEMBER 2016 (the “Effective Date”), by and between:

GroupM Media India Pvt. Ltd., a company registered under the Companies Act, 1956 and having
its registered office at Commerz, 8th Floor, International Business Park, Oberoi Garden City, off.
Western Express Highway, Goregaon (East), Mumbai- 400 063 (hereinafter referred to as the “Client”
which expression shall include its executors, administrators, successors-in-interest/office and
permitted assigns) of the ONE PART;

AND

MAHANAGAR MULTIMEDIA PRIVATE LIMITED, a company registered under the

Companies Act, 1956 and having its registered office at H-113 MALVITA INDUSTRIAL AREA ,
JAIPUR-302017 (hereinafter referred to as the “Service Provider”, which expression shall include its
executors, administrators, successors-in-interest/office and permitted assigns) of the OTHER PART.

Client and Service Provider are hereinafter collectively referred to as the “Parties” and individually as
a “Party”.

WHEREAS:

A. Client is in the business of media investment management & operations including digital media
planning, buying, implementation and providing allied services to its various clients;

1
B. The Service Provider is in the business of _____________ and has represented to Client that it has the
necessary infrastructure, expertise, experience, skills, knowledge and manpower to provide the
Services (as defined hereinafter) as per the requirement of the Client under this Agreement;

C. Pursuant to the representation given by the Service Provider and the discussions and negotiations held
between the Parties, the Client is desirous of procuring the Services of the Service Provider for its
customers from time to time, during the Term subject to the terms and conditions recorded
hereinafter.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1 DEFINITIONS:
For the purpose of this Agreement the following meanings shall be ascribed to the following words
save and except where otherwise expressly specified:

1.1 “Agreement” means this entire Agreement and any Schedule(s), Annexure(s), Addendum(s), PO(s),
Statement of Work(s) forming part of this Agreement;

1.2 “Confidential Information" shall mean all information shared by Client with the Service Provider
during the Term or before pertaining to itself and/or its customers and shall include but not limited to
this Agreement, all know-hows, ideas, designs, documents, concepts, technology, manufacturing
processes, industrial, marketing, commercial knowledge, trade secrets, copyright, trademarks, patent
and ancillary information and other proprietary or confidential information regardless of form, format,
media including without limitation written or oral and also includes those communicated or shared
through discussions, telephone conversations, meetings, documents, correspondence or inspection of
tangible items, facilities or inspection at any site or place including without limitation.
a) Research, development or technical information, confidential and proprietary, information on
products, intellectual property rights;
b) Business plans, operations or systems, financial and trading positions;
c) Details of customers, suppliers, debtors or creditors;
d) Information relating of the officers, directors or employees of the Client or its customers and its
related corporations;
e) Discussions, dialogues, media (planning & buying) plan and rates, media strategies;
f) Marketing information, brochures, printed matter, rates and rate tables;
g) Formulae, patterns, compilations, programs, devices, methods, techniques, or processes that
derive independent economic values, actual or potential form not being generally known to the
public.

1.3 “Personnel” means the employees and professionals of the Service Provider who are engaged to
render Services/ Deliverables under the terms and conditions of this Agreement;

1.4 “Services” means the services to be provided by the Service Provider as detailed under Clause 3 of
this Agreement;

1.5 “Deliverables” means the deliverables required to the delivered by the Service Provider as per the
SOW or Purchase Order issued by the Client.

2 TERM:
2.1 This Agreement shall commence from the Effective Date and shall remain valid unless terminated in
accordance with the terms mentioned herein. Accordingly all such Services/Deliverables shall be
completed to the satisfaction of the Client within the stipulated timelines. Time is the essence of this
Agreement. This Agreement can be renewed further on mutually agreed terms and conditions between
the Parties.

2
3 SCOPE OF SERVICES:
3.1 Service Provider will provide the Client with the Services and/or Deliverables as may be required by
the Client from time to time by issuing either a Purchase Order (“PO”) or executing a Statement of
Work (“SOW”). All such PO or SOW will be part of this Agreement;

3.2 Delivery of the Deliverables and/or Services must be effected within the timeline stated either in the
SOW or the PO, failing which the order of the required Services and/or Deliverables may be cancelled
with immediate effect at the sole discretion of the Client;

3.3 In case of any such cancelation as mentioned in the above clause, all the payments already made to
the Service Provider by the Client shall be returned by/recovered from the Service Provider. Further,
the Client reserve the right to purchase the said Deliverables and/or Services from another vendor.
The Service Provider shall be liable to pay any loss incurred by the Client for such failure of Services
and/or Deliverables by the Service Provider;

3.4 The Client has right to set-off at its sole discretion from the Service Provider’s invoices such amount
that the Client has spent to procure such services/deliverables from the market and/or any loss
resulting on account of such delay and/or cancellation as the circumstances may warrant. This right of
the Client shall be without prejudice to any other rights/remedies available to the Client under the law;

3.5 Service Provider shall provide the Services and/or Deliverables strictly in accordance with the
specification made by the Client;
3.6 The Services and/or Deliverables delivered are subject to Client’s inspection and all such Services
and/or Deliverables may be rejected for inferior quality, timely delivery and/or failure to satisfy the
specifications as mentioned by the Client;

3.7 The Client shall not be liable to pay the Service Provider for Services and Deliverables failed to
deliver as per the specification of the Client. Further, in case of failure to deliver any product or
material as per Client’s requirement, the Service Provider shall refund the entire money already paid
for such product or materials;
3.8 Decision of Client with respect to the above clauses will be final and binding on the Service Provider.

4 COMPENSATION TERMS, INVOICING AND PAYMENTS:

4.1 In consideration for the Services/Deliverables rendered by Service Provider under this Agreement, the
Client shall pay to Service Provider the amounts as mentioned in the SOW or PO. The amounts may
be revised as mutually agreed in writing by the Parties from time to time;

4.2 Service Provider will be required to submit all its invoices within thirty (30) days of delivery of goods
or completion of Services, as the case may be, failure to which the Service Provider is required to
submit a fresh invoice with the current date as the previously submitted invoice will be treated as null
and void. Any non-compliance in this regard from the Service Provider end will result in non-
payment of fees;

4.3 Unless otherwise mentioned in the SOW or PO, the fees will be paid within 45 (forty five) working
days after receipt of correct invoice with all supporting document by the Client. If Deliverables are
made directly to the end customer of the Client, then the invoice of the Service Provider shall
accompany challans of such Deliverables signed by the authorized representative of the end customer.
The invoices and challans must contain the reference of Client’s order otherwise such Deliverables
and invoice may be rejected or if accepted payment of fees for such Deliverables are to be made at the
sole discretion of the Client. The said fees will include all costs towards rendering such
Services/Deliverables including employee cost, maintenance, support, routine up-keep, all direct
expenses, all taxes, duties, levies except the service tax and the Client will approve the payment based
on confirmation of Services/Deliverables rendered v/s Services/Deliverables ordered;

3
4.4 All payments to the Service Provider shall be made after tax deduction at source (“TDS”) in
accordance with the applicable laws;

4.5 If payment to Service Provider is dependent on Client getting the payment from the end customer,
then all payment to Service Provider shall be made post the Client receives its payment from the end
customer. Client shall not be held liable and responsible if the end customer delays in making
payment;

4.6 The Client will be liable for all Out of Pocket Expenses (OPE) for which necessary approvals from
Client in writing has been taken before incurring such OPE. All OPE shall be reimbursed only on
production of original vouchers and such other documents in support thereof as may be reasonably
required by the Client;

4.7 It is understood and agreed by the Service Provider that payment shall be due and payable only in
consideration for timely and accurate performance of the Services/Deliverables by the Service
Provider;

4.8 Other than the fees as per clause 4.1 and OPE mentioned above, the Service Provider shall neither
claim nor the Client shall consider any other fees, compensation, benefits, privileges, allowances etc.
unless and until prior approval of the same is obtained from the Client in writing;

4.9 The Client shall be entitled to set off against and deduct and recover from the aforesaid fee and any
other sums payable by the Client to Service Provider at any time, any tax levy or any other amount
whatsoever which may be required to be deducted by order of any Court/Authority under any law, as
also all amount which may be or become payable by Service Provider to the Client under this
Agreement.
5 DUTIES AND OBLIGATIONS OF SERVICE PROVIDER:
5.1. The Service Provider shall take reasonable care to ensure that it always acts with due diligence and
care and shall not, without the prior written permission of Client, sub-contract or appoint any agent to
fulfill its obligations under this Agreement;

5.2. The Service Provider shall assign a team qualified and capable of delivering the Services/Deliverables
elucidated in this Agreement;

5.3. Service Provider may require to depute Personnel at Client premises for performing the Services
under this Agreement as per the scope of work;

5.4. It is the responsibility of the Service Provider to recruit suitable Personnel for providing Services to
the Client under this Agreement and such Personnel of Service Provider shall always be treated as the
employees of Service Provider only. The Client shall not have any responsibility to nor shall be held
directly or indirectly responsible or liable for the Personnel so employed by the Service Provider for
performing/providing Services to the Client in terms of its contractual obligations hereunder. Such
Personnel shall remain in the Client’s premises only during their duty hours as assigned to them by
the Service Provider and solely during the duration of this Agreement;

5.5. Service Provider will ensure the Personnel so deputed are not barred from working in India. The
Client will not be liable to any cost / damages / penalties, statutory or otherwise, arising out of the
Personnel assigned by the Service Provider at the Client’s offices;

5.6. If the Client is not satisfied with the performance of the Personnel, then as per Client’s requirement,
the Service Provider shall immediately within 5 working days of request of the Client replace such
Personnel without any cost;

5.7. It shall be the duty of Service Provider to clearly inform its Personnel that they will have no claim
whatsoever on the Client and shall not raise any labour and industrial dispute, either directly or

4
 indirectly, with or against the Client, in respect of any of their service conditions or otherwise. In the
event of any such claims/disputes, the Service Provider agrees to indemnify the Client against any
cost, damages, penalties incurred by the Client within 30 days of such claim;

5.8. Service Provider shall comply with all applicable laws with regard to the Services and/or Deliverables
provided by it under the terms and conditions of this Agreement and shall directly deal with all such
Government authorities for the same. Whenever asked for by the Client, Service Provider shall
furnish all documents to prove their compliance of all applicable laws and payment of taxes and
duties in connection to the same;

5.9. The Service Provider warrants that the Deliverables and Services provided by the Service Provider in
accordance with the terms of this Agreement shall not infringe the Intellectual Property Rights of any
third party or any personal, publicity or privacy rights. The Service Provider further warrants that such
Services and/or Deliverables shall not be in violation of any statute, ordinance or regulation or that the
same shall not be defamatory, libelous, obscene, against public morality or contain any viruses,
Trojans or other computer programs intended to damage or intercept or expropriate any system, data
or personal information;

5.10. The Service Provider further warrants that there is no outstanding contract, commitment or agreement
to which the Service Provider is a party or any legal impediment which conflicts with this Agreement
or may limit, restrict or impair the rights granted to the Client hereunder;

5.11. The Service Provider further warrants that all Deliverables under the Agreement and the Services to
be performed thereunder shall be provided in a workmanlike manner and with due professional
diligence, skill and highest industry standard. Such Deliverables and Services shall conform to the
specifications and requirements of the Client;

5.12. The Service Provider shall provide the name of authorized representative in writing who would be the
single point of contact for all communications in relation to Services and/or Deliverables;

5.13. The Service Provider shall provide weekly reports for review and discussion;

5.14. The Service Provider or its Personnel shall not represent themselves to be an agent/employee of Client
to any third party in any manner whatsoever and the Personnel shall at all-time be represented as
personnel’s of the Service Provider.

6 CONFIDENTIALITY:
6.1 The Service Provider shall not disclose, publish, or disseminate Confidential Information to anyone
other than those of its Personnel & office bearers on a need to know basis only and for the purpose of
and in connection with the provision of Services, and the Service Provider agrees and undertakes to
take best precautions to prevent any unauthorized use, disclosure, publication, or dissemination of
Confidential Information;

6.2 The Service Provider further agrees to inform each of its Personnel and officer bearers to whom
Confidential Information is disclosed, for whom they shall be liable in case of breach of this
Agreement, of the restrictions as to use and disclosure of Confidential Information contained herein
and shall ensure that each such Personnel and officer bearers shall observe such restrictions;

6.3 If the Service Provider or any of its Personnel / office bearer have a legal obligation to disclose any
Confidential Information, the Service Provider shall, to the extent legally permitted, immediately give
Client prior notice of such obligation in order to enable Client to take all protective measures or
actions;

6.4 The Service Provider agrees to accept Confidential Information for the sole purpose of providing
Services and/or Deliverables. The Service Provider agrees not to use Confidential Information

5
 otherwise for its own, or any third party’s benefit. The Service Provider agrees to notify Client
promptly in writing of any misuse or misappropriation of Confidential Information which may come
to its attention;
6.5 The obligations set forth in this Clause 6 shall survive termination of this Agreement;
6.6 Upon written request of the Client at any time during the term or upon termination of this Agreement,
the Service Provider shall:
i) promptly return all Confidential Information (or the part thereof required in such request),
including copies, to the Client in a format and on media reasonably requested by the Client; or
ii) destroy the Confidential Information (including copies) in manner specified by the Client,
other than such copies required to be kept by the Service Provider by law and promptly certify
to the Client in writing that it has done so.

7 APPROVALS:
7.1 Service Provider shall not commence, amend, alter and terminate Services/Deliverables or any part
thereof, without prior written confirmation of Client which may be in the form of estimates, release
orders, SOWs, or simple email communication from Client’s official representative through their
official email ids only.

8 REPRESENTATION AND WARRANTIES:

8.1 Each Party represents and warrants to the other Party that:

8.1 It is competent and free to enter into this Agreement and perform its obligations as set out herein;

8.2 It is not under any disability, restriction or prohibition, whether contractual or otherwise, which
might restrict or prevent it from performing or observing any of its obligations under this
Agreement.

8.2 The Service Provider further represents that it has valid and subsisting license, authority, permission
and approvals required for providing Services and/or Deliverables hereunder. It also warrants that it
shall keep them valid and subsisting during the Term of the Agreement;

8.3 The Service Provider represents and warrants that it shall not do or permit or cause to do any act or
thing that may damage, impair or otherwise prejudice the reputation, status or image of Client or of its
end customer;

8.4 The Service Provider represents and warrants that it has necessary expertise, infrastructure and
adequate personnel to perform the Services and acknowledges that time shall be an essence of the
Agreement in performance of the Services;

8.5 The Service Provider shall not claim ownership over the Services and/or Deliverables and shall not
showcase the same in any public media, forum, competition as its own creation, without prior written
consent of Client;

8.6 In case the performance/ execution/delivery of any of the Services or Deliverables require specific
approvals or licenses, it shall be the Service Provider’s obligation to obtain the approvals/ licenses
required without any additional cost charged to the Client;

8.7 The Service Provider warrants that it has the necessary intellectual property rights including
copyright/ license/ authority to use the software/hardware for the performance of the
Services/Deliverables and the same shall not be in violation of the intellectual property rights of any
third party.

9 INTELLECTUAL PROPERTY:
9.1 It is agreed that the Services and/or Deliverables shall be considered to be commissioned or specially
ordered by the Client and shall be owned by the Client throughout the world and in perpetuity. The

6
 Service Provider agrees and understand that the Services/Deliverables as rendered by it under this
Agreement to be a ‘work made for hire’ and the Client shall be the sole and exclusive owner of the
said Services/Deliverables. To the extent that the Client is not deemed to be the owner of the
Deliverables or any parts thereof in any part of the world, the Service Provider hereby grants and
assigns all rights, title, and interest, including but not limited to rights in any form of intellectual
property and rights in all forms of exploitation, to the Client, for the territory of the world and in
perpetuity, from the moment of creation of the Deliverables/Services or any parts thereof. Any
material provided by the Client shall not form a part of the Deliverables for the purposes of the
assignment and license to the Client herein. The provisions of section 19(4) of the Copyright Act,
1957, shall not apply to the assignment and license to the Client herein;

9.2 Except as otherwise expressly provided in this Agreement, the Service Provider warrants that it has
obtained or will in due time obtain all rights, relating to the use of any intellectual property which may
be required for the purpose of this Agreement, without requiring any assistance from the Client. The
Client shall not be obliged to enter into any further Agreement with the Service Provider or any third
party in respect of the use of such intellectual property;

9.3 Client will own all rights, title and interests in and to any and all software, information, materials,
property, products, Services, Deliverables that is or are created or acquired independently by the
Service Provider specifically for the Client towards its obligations pursuant to this Agreement;

9.4 Except as provided for in this Agreement, neither Party shall acquire a right to use, and shall not use
without the other Party’s prior written permission in each instance, the names, characters, artwork,
designs, trade names, trademarks, or service marks of the other Party in advertising, client list,
publicity, public announcement, press release or promotion, or in any manner tending to imply an
endorsement of the other Party’s products or services;

9.5 The Service Provider accepts that for all purposes any trademarks, logos, service marks, trade names
or identifying slogans affixed or used by Client or any of Client’s Affiliates or end customer, whether
registered or not, constitute the exclusive property of Client or its Affiliates or its end customer and
cannot be used except in connection with the Services or Deliverables and without the prior written
consent of the Client. The Service Provider’s use of such trademarks, logos and trade names shall be
in accordance with the guidelines issued by Client or it’s Affiliates or its end customer from time to
time. The Service Provider shall not contest, at any time, the right of Client or it’s Affiliates or its end
customer to any trademark or trade name or any other intellectual property used or claimed by Client
or its Affiliates or its end customer. In the event of termination of this Agreement, howsoever caused,
the Service Provider’s, right to use such intellectual property, including but not limited to, trademarks,
logos or trade names shall cease forthwith from the date of termination of this Agreement. The
Service Provider agrees not to attach any additional trademarks, logos or trade designations to the
trademarks, logos or trade designations of Client or it’s Affiliates or its end customer without the prior
written consent of the Client;

9.6 The Service Provider further agrees not to use the Intellectual Property, including but not limited to
the copyright, trademarks, logos and trade names of Client or its Affiliates or its end customer as part
of its corporate or partnership name or otherwise;

9.7 The Client reserves the right of prior review and approval of the Service Provider’s use of Client’s or
its end customer’s Intellectual Property including but not limited to any copyright, trademarks, logos
and trade names as well as all relevant advertisement material. The Service Provider shall not publish,
nor cause to be published, any advertisement, or make any representations oral or written, which
might confuse, mislead or deceive the public or which are detrimental to the name, trademarks,
goodwill or reputation of the Client or its end customer;

9.8 To the extent that the assignment of Deliverables in relation to future medium or mode of exploitation
of Deliverables is not held valid by operation of law, notwithstanding and without prejudice to the

7
 assignment of such rights in favour of the Client, the Service Provider hereby also grants an
irrevocable, exclusive, sub-licensable, perpetual license in the territory of the world to the Client for
such future medium or mode of exploitation of the Deliverables as may be developed in the future, in
consideration of the fee paid hereunder to the Service Provider, the sufficiency of which is hereby
acknowledged by the Service Provider;

9.9 In instances where there is a requirement to include in the Deliverables, material/services of a third
party, the Service Provider agree to obtain all the necessary rights and/or licenses from such third
parties for the Client or its end customer;

9.10 Wherever applicable, the Service Provider will obtain all permission, licenses, releases, consent in
writing from each individual whose name, voice, verbal or written statements, or likenesses
(reproduced in picture or photographs, whether motion or still ) used in the performance of the
Services/Deliverables under this Agreement. The Services/Deliverables shall not violate anyone's
intellectual property or other rights and the Service Provider confirm and undertake that it has the
right to assign exclusive, right, title and ownership on the Deliverables to the Client or its end
customer;

9.11 For the purpose of this clause, the Service Provider and its Personnel shall waive its moral rights and
ensure that the third party shall also waive its moral rights in the Services/Deliverables provided under
this Agreement.

10 DATA PROTECTION
10.1 Any personal data included in the Services and/or Deliverables shall be processed pursuant to
applicable data protection laws in the territory, which may include but not limiting to Information
Technology Act, 2000 or The Data Protection Act, 1998, on the protection of individuals with regard
to the processing of personal data by the Service Provider and/or its Personnel. Such data shall be
processed solely for the purposes of the performance, management and monitoring of the
Services/Deliverables pursuant to this Agreement. All personal data acquired by the Service Provider
and/or its Personnel shall only be used for the purpose of this Agreement and shall not be further
processes or disclosed without the prior written consent of the Client.

11 AUDIT:
11.1. During the term of this Agreement, and for a period of three years thereafter, Client, at its sole
expense reserves the right to audit, inspect, and make copies or extracts of relevant financial
statements, systems and processes and records (“Documents”) associated with Service Provider’s
performance under this Agreement. The scope of this audit will be limited to transactions arising out
of or in connection with the terms of this Agreement. Client may conduct audit either directly or
through its consultants or agents (“Auditor’) during the normal business hours. However, no such
Audit shall be conducted unless the Service Provider has been given advance intimation of 7 (seven)
days in this regard;

11.2. Client or any Auditor appointed by Client, shall have unrestricted access to all Documents whether
maintained electronically or otherwise including but not limited to the right to call for Documents
and explanations from the employees/Personnel of the Service Provider associated with Service
Provider’s performance under this Agreement, as it may think necessary for performance of its
duties as an Auditor. Service Provider shall always cooperate and assist with Client and its Auditor
and provide all Documents and other relevant data and information associated with Service
Provider’s performance under this Agreement, as and when required, for conducting audit including
not limited to investigate any allegations/ instances of fraud;
11.3. Client shall always ensure confidentiality of the Documents and findings of the audits, however if
required, Client may share the relevant audit observations with its statutory auditors, any internal
committee of Client or any other Governmental/ Statutory/ Judicial/ Quasi-Judicial body (ies);

8
11.4. In the event the audit findings relate, to overcharging, misrepresentations, unethical practice, fraud or
breach of terms and conditions of the Agreement, Client shall have all or any of the rights stated
herein against the Service Provider (a) to recover the overcharged amount; (b) to suspend/stop all the
outstanding/future payments; (c) to terminate the Agreement forthwith without prejudice to other
rights under law and contract.
12 STATUTORY COMPLIANCE
Service Provider hereby agrees to comply with all statutory requirements of applicable labour laws including
but not limited to the Workmen’s Compensation Act, Trade Unions Act, Industrial Dispute Act, The
Bombay Industrial Relations Act, Provident Fund Act, Minimum Wages Act, Employees State
Insurance Act, Payment of Bonus Act, Contract Labour (Regulation and Abolition) Act &
Professional Tax Act and all other labour related enactments, rules, regulations to the extent as may be
applicable to Service Provider related to its Personnel for rendering Services/Deliverables under this
Agreement. Service Provider shall be responsible for the payment of salaries/wages after all statutory
deductions like PF, ESIC, PT, TDS etc. as applicable from time to time and for filing all statutory
returns/documents with the concerned authorities. Further Service Provider shall comply with all
statutory laws as may be applicable to its business. Service Provider will keep the Client and its group
companies, affiliates, end customer, directors, employees indemnified and harmless at all times from
all claims, damages, loss, cost, expense, penalty and all consequences whatsoever on account of
Service Provider’s non-compliance of the statutory requirements as mentioned in this clause.

13 INDEMNITY AND LIMITATION OF LIABILITY:

13.1 Service Provider shall indemnify, defend and hold Client and its group companies, affiliates, end
customer, its directors, employees harmless against all liability, losses, costs, charges, penalties,
damages, fines and expenses (including but not limited to, legal costs and expenses) incurred by
Client or its group companies or end customer in connection with any demand, claim (including third
party claims) or proceedings or actions of any nature whatsoever made or instituted against or caused
to or suffered by Client or its group companies or end customer directly or indirectly by reason of or
as a result of:
a. Client availing Services/Deliverables from Service Provider under this Agreement and/or
Service Provider deputing its Personnel at the Client’s premises for rendering such Services;
b. Any act or omission including but not limited to wrongful, incorrect, dishonest, theft, robbery,
criminal, fraudulent; or negligent work; or default, failure, bad faith, disregard of its duties and
obligations hereunder, by Service Provider and/or its Personnel;
c. Any loss or damage to the properties of the Client or its end customer;
d. Due to breach of any of the terms and conditions of this Agreement by Service Provider and/or
its Personnel;
e. Any breach of Confidentiality, Intellectual Property and Data Protection clauses as mentioned
under this Agreement;
f. Claim from the end customer of the Client for reason attributable to the Service Provider and/or
its Personnel;
g. any infringement or misappropriation or alleged infringement or misappropriation of a
copyright, trademark, proprietary right or any other intellectual property rights or other
personal/ privacy rights of any third party by the Service Provider;
h. the Deliverables or the materials provided or used by the Service Provider pursuant to this
Agreement.
13.2 In no event shall the Client be liable for any indirect, consequential, special, punitive or exemplary
damages including but not limited to loss of business profits etc., arising out of or related to this
Agreement. The overall aggregate liability of the Client for any direct damages suffered by the
Service Provider for reason solely attributable to the Client shall be limited to the last three months
fees paid by the Client to the Service Provider immediately before such liability has arisen;

This clause shall survive termination and expiration of this Agreement.

14 EXCLUSIVITY OF SERVICES
14.1. Service Provider shall not during the continuance of this Agreement and for the period of one (01)
year after its termination, whether alone or jointly and whether directly or indirectly, solicit business

9
 from or perform services for the end customer of the Client for whom the Service Provider has
rendered Services/ Deliverables pursuant to this Agreement;

14.2. Notwithstanding anything to the contrary mentioned herein, Client shall have all rights in respect of
engaging, consulting or appointing any third parties for providing parts of Services or such similar
Services/Deliverables during the Term of this Agreement or thereafter;

14.3. Any breach of the exclusivity clause, shall be considered as material breach of the Agreement and
Client shall, without prejudice to its any other rights/ remedies, have the right to unilaterally terminate
the Agreement forthwith without any notice to the Service Provider.
15 TERMINATION:
15.1. Client reserves the right to terminate this Agreement:
a) On convenience by giving an advance written notice of 30 (thirty) days to the Service Provider;
b) In the event the Service Provider commits any material breach of the terms of this Agreement
and fails to rectify the same within 15 (fifteen) days of receipt of written notice of such breach
from Client;
c) At the sole discretion of Client if the agreement between Client and its end customer gets
terminated.

15.2. The Service Provider reserves the right to terminate this Agreement in the event Client does not pay
within the credit period as agreed under this Agreement and fails to rectify the same within 60 (sixty)
days of receipt of written notice of such payment breach from the Service Provider. However, for the
purpose of this clause, if there is a delay in payment from the end customer to the Client then any
delay in making payment to the Service Provider by the Client shall not be constituted as a breach;

15.3. In the event of termination of the Agreement, Service Provider shall within five (5) days from the date
of termination refund to Client the pro-rata sum already received as fee, for the remainder of Term of
Services or Deliverables. This right shall be without prejudice to any other right or remedy that Client
may have under the law.

16 ANTI BRIBERY:
16.1. Client’s policy strictly forbids the acceptance of a gift or a business favor or a loan to employee of the
Client from a service provider, client or vendor doing or seeking to do business with the Client. This
policy prohibits the donation of outright gifts to the employees of the Client. Personal dealings
between Client’s employee and any Individual or company who does, or seeks to do, business with
the Client in any manner are strictly prohibited;

16.2. The Service Provider shall ensure that its Personnel(s), employee(s), directors(s), agent(s), sub-
contractor(s) shall at all times adhere to all applicable laws in the territory, including but not limited to
the anticorruption and anti-bribery laws, provisions of the Foreign Corrupt Practices Act, 1977 of
United States of America and UK Anti-Bribery, Act, 2010 etc;

16.3. Neither the Service Provider nor any Personnel, director, officer, agent employee, contractor(s), sub-
contractor(s) or any other person acting for or on behalf of the foregoing has offered, paid, promised
to pay, or authorized the payment of any money or anything of value, to any government authority,
public official or any political party for the purpose of influencing any act or decision of such
government authority, public official or political party in relation to the Agreement or direct business
to any person, in each case where such payment, offer or promise is prohibited under any applicable
law to which such entity is subject; or engaged in any activity that would in any manner result in
violation of any applicable anti-bribery and/or anti-corruption laws in India and/or the Foreign
Corrupt Practices Act, 1977 of the United States of America and/or under the UK Bribery Act 2010.
17 MISCELLANEOUS:
17.1. During the term of this Agreement and for a period of one (1) year thereafter, the Service Provider
shall not directly or indirectly hire or engage as an employee, freelancer, subcontractor or agent any
employee or contractor or agent of the Client without the prior written consent of the Client;

10
17.2. The Service Provider will comprehensively take the required insurance to cover its business, services
and assets (including its customer’s) against all loss or damage, including loss or damage by fire,
floods, riots and other natural calamities, theft, sabotage and other human inflicted loss or damages.
The Service Provider shall procure insurance for its employees, Personnel and associates in
accordance with applicable laws and human resources policies;

17.3. Any notice shall be deemed to be given on the day of sending if sent by email or fax and 3 days from
the date of sending if sent by letter at the address of respective Parties mentioned hereinabove;

17.4. This Agreement together with recitals, annexes, documents referred to in it and any addendum hereto
contain the entire agreement between the Parties relating to the transactions contemplated by this
Agreement and supersede al previous agreements between the Parties, whether oral or written,
relating to subject matter hereof;

17.5. No amendment or modification to this Agreement and no waiver of any of the terms or conditions
hereof shall be valid or binding unless made in writing and duly executed by each Party;

17.6. Failure by either Party to enforce at any time or for any period any one or more of the terms or
conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to
enforce all terms and conditions of this Agreement;

17.7. Service Provider shall not be entitled to assign, subcontract, license or engage any third party to
perform the Services/Deliverables or part thereof, in accordance with this Agreement, without taking
the prior written approval of the Client;

17.8. It is clarified that this Agreement is on a principal-to-principal basis and does not create and shall not
be deemed to be created any employer-employee or a principal agent relationship between Client and
the Service Provider and/or its Personnel. Service Provider and/or its Personnel shall not be entitled
to, by act, word, deed or otherwise make any statement on behalf of the Client or its end customer or
in any manner bind the Client or its end customer or hold out or represent that the Service Provider is
representing or acting as an agent of the Client;

17.9. This Agreement shall be governed by and construed in accordance with the laws of India. The courts
of Mumbai shall have exclusive jurisdiction to try any disputes arising out of this Agreement.

IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS ON THE DATE AND
YEAR HEREINBEFORE WRITTEN IN THE PRESENCE OF THE UNDER-MENTIONED
WITNESSES:

For and on behalf of For and on behalf of

GroupM Media India Pvt. Ltd

Signed by .……………………………… Signed by .……………………

Designation: Designation:

Witness No.1 Witness No.2

Name: Name:
Designation: Designation:

11