Eventila TechnologiesPrivate Limited

Regd.office: 601 – 608 , 6th floor, JMD Megapolis, Sohna road, Sector 48, Gurgaon, Haryana 122018

CIN: U72200DL2015PTC281740

Photography Service Agreement

This Photography Service Agreement (“Agreement”) is made on this 20 day of May, 2022 at
Gurugram by and among EventilaTechnologies Private Limited, (the “Company”), and
....................................................................................the “Service Provider”). The Service Provider
and the Company are hereinafter individually referred to as the „Party‟ and collectively referred to as
the „Parties‟.

WHEREAS:

The Service Provider is a professional photographer and has the skills, and expertise required to
perform theServices(defined below) and the Company has agreed to engage the Service Providerto
provide the Services on the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Definition

1.1. “Deliverables”shall includeall photographs, footages, audio-visual items, graphical

items,documentation, designs, drawings, data files, other works of authorship,and any
modifications thereto developed by the Service Provider in the course of performing the
Services under this Agreement.

1.2. “Intellectual Property" shall means all tangible and intangible: (i) rights associated with
works of authorship, including copyrights, moral rights, neighbouring rights, and
derivative works thereof, (ii) trademark and trade name rights, (iii) trade secret rights, (iv)
patents, design rights, and other industrial property rights, and, (v) all other intellectual
property rights (of every kind and nature however designated) whether arising by
operation of law, treaty, contract, license, or otherwise, together with all registrations,
initial applications, renewals, extensions, continuations, divisions or reissues thereof.).

1.3. “Services” shallmeanphotography servicesto be provided by the Service Provider to the

Companyas per the terms of this Agreement.

2. Services

2.1. The Company shall engage the Service Provider for the Services by issuing a statement of
work. A statement of Work shallspecify the description of photographs to be clickedby
theService Provider; scope of work, the tenure of engagement,delivery timelines, service
fees, and payment terms;and such other conditions as the Companymay deem proper
considering the nature of work (“Statement of Work”). The Statement of Work, once
agreed between the Parties,shall not be amended or revised, except with the prior written
consent of both Parties.Each Statement of Work shall be deemed as a separate agreement.

2.2. The Service Provider acknowledges that time is of essence and the Service Providershall
perform the Services within the time prescribed in the Statement of Work.
 Eventila TechnologiesPrivate Limited
Regd.office: 601 – 608 , 6th floor, JMD Megapolis, Sohna road, Sector 48, Gurgaon, Haryana 122018

CIN: U72200DL2015PTC281740

3. Service Provider‟s Responsibilities

The Service Provider shall be responsible for, including, and without limitation to:

a. ensuring that the Service Providerperforms its duties and responsibilities in a professional
manner, in good faith, and to the best of skills, abilities, talents and experience
commensurate with the requirementsspecified in the Statement of Work;

b. ensuring that all photographs are clicked as per the guidelines provided by the Company;

c. delivering the Deliverables in the format and within the timelines prescribed by the
Company. Time is of essence, and the Company shall have the sole discretion to provide
any extension of time for the Services;

d. ensuring safety of the products and equipment provided to the Service Provider by the
Company or its customer for the photoshoot. The Service Provider shall be responsible for
damage (if any) caused to any Company or its customer’s product or equipmentbecause of
Service Provider’s negligence or omission and compliance with all applicable lawsas
required forperforming Services under the Agreement.

4. Payment and Invoices

4.1. The service fees (“Service Fee”) for the Services will be as per the rate cards stated in the
relevant Statement of Work,

4.2. Unless otherwise stated in the relevant Statement of Work, the Company shall pay the
Service Fee within 30 (thirty) to 40 (Fourty) business days of receipt of the invoice. The
invoice shall be issued by the Service Provider after satisfactory completion of the
Services.

4.3. Unless otherwise stated in the relevant Statement of Work, the Service Fee shall be
inclusive of all costs, material, equipment, travel, and out-of-pocket expenses that may be
incurred in provisions of Services. Subject to the aforesaid, any additional expenses
incurred by the Service Provider in connection with the performance of the Services shall
be paid on actual. Nosuch expenses shall be incurred by the Service Provider without the
prior written approval of the Company. The Service Provider shall provide the Company
with supporting documentation, where possible(such as receipts for equipment,travel,
hotels and rental cars) concerning such expenses.

4.4. Unless otherwise stated in the relevant Statement of Work, the Service Fee shall be
inclusive of applicable goods and services tax.

4.5. The Companyshall deductapplicable withholding taxes from all payments to the Service
Provider in accordance with the Income-tax Act, 1961. The Company shall provide the
Service Provider with a certificate towards tax deduction within the reasonable time
prescribed under the law.
 Eventila TechnologiesPrivate Limited
Regd.office: 601 – 608 , 6th floor, JMD Megapolis, Sohna road, Sector 48, Gurgaon, Haryana 122018

CIN: U72200DL2015PTC281740

4.6. Subject to the Statement of Work, in the event that the Company is dissatisfied with the
quality of the Deliverables, the Companymay, at itssole discretion, (i) ask the Service
Provider to reshoot the session at no additional charge or (ii) not pay any Service Fee in
respect of the Deliverables.

4.7. Unless otherwise stated in the relevant Statement of Work, the Company may cancel or
postpone any photoshoot by providing twelve (12) hours’ notice of postponements or
cancellations to the Service Provider, at no additional charge.

5. Indemnity

5.1. To the extent permitted by law, the Service Providerwill defend, indemnify, and hold the
Company, its parent, subsidiaries, directors, officers, agents, representatives, and
employees harmless from all claims, losses, and liabilities (including reasonable attorneys’
fees) to the extent arising out of (1) its breach of any representations and warranties
underthis Agreement; (2) infringement of a third-party intellectual property; (3)
negligence, or willful misconduct its officers, employees, or authorized agents during the
discharge of their duties and responsibilities in course of performance of Services under
this Agreement.

5.2. The Service Provider shall not be liable for or be required to indemnify the Company for
any incidental, consequential, exemplary, special, punitive, or lost profit damages that
arise in connection with this Agreement.

6. Confidential Information

6.1. Each Party agrees to hold all Confidential Information of the other Party in strict
confidence, and to not disclose the Confidential Information to any third party, or use it in
any way, except in connectionwith the performance or for the rendering of Services under
this Agreement. Each Party shall ensure that all its employees, officers who shall receive
the Confidential Information of the other Party shall execute a written agreement towards
use and non-disclosure restrictions with respect to the Confidential Information, the terms
of which shall be similar to those as set forth herein. Each Party agrees that it shall not
allow any unauthorized person to have access or use the Confidential Information of the
other Party. Upon the written request of the disclosing Party at any time during the term of
the Agreement or upon termination of this Agreement, the receiving Party shall (i) destroy
or (ii) immediately return to the disclosing party (as may be requested) all documents or
other tangible items representing or embodying the disclosing Party's Confidential
Information, and all copies thereof.

6.2. The term “Confidential Information”used in Agreement shall mean all confidential and
proprietary information disclosed by any party to this Agreement (or that party’s affiliates,
employees or agents) to any other party (or that party’s affiliates, employees or agents) in
the course of performance of this Agreement, including but not limited to innovations and
knowledge about the business, financial condition, products, methods, trade secrets,
customers, designs, technical specification, etc.). Confidential Information will not include
information to the extent that: (a) such information is or becomes publicly available other
than through any act or omission of any Party in breach of this Agreement; (b) such
information was from a third party who had no obligation of confidentiality to the Party
 Eventila TechnologiesPrivate Limited
Regd.office: 601 – 608 , 6th floor, JMD Megapolis, Sohna road, Sector 48, Gurgaon, Haryana 122018

CIN: U72200DL2015PTC281740

whose Confidential Information is being disclosed; (c) such information that was in the
possession of the disclosing Party at the time of the disclosure or was independently
developed by the disclosing Party; or (d) any applicable regulation, court order or other
legal process requires the disclosure of such information.

7. Ownership Rights

7.1. To the fullest extent permitted by law, all rights in Deliverables including Intellectual
Property thereinshall be the sole and exclusive property of the Company. Accordingly, the
Company will have the irrevocable, exclusive, unrestricted, and perpetual right to make,
sell, use, execute, reproduce, modify, adapt, display, perform, distribute, make derivative
works of, export, disclose and otherwise disseminate or transfer all rights in and to the
Deliverables.

7.2. Parties acknowledge that, unless agreed otherwise in the Statement of Work,each Party
retains sole and exclusive ownership of all right, title and interest in allits respective
properties, Confidential Information, premises, systems, networks, databases,systems,
software (object code and source code), technology,documentation, reports, notes, tools,
inventions, forms, data, data formats, computers, or equipment that may be used for
performing the Services under this Agreement. At no time will the Service Provider
dispute or contest the Company’s exclusive ownership rights in any of the foregoing.

7.3. Neither Party shall use the name of the other Party and, of any of its affiliates, trademarks,
trade dress, logos or the equivalent thereof in advertising or sales materials or in any other
manner whatsoever without prior express written approval of the other Party.

7.4. The Service Provider shall not use the Deliverable, or create modification thereof for any
other purpose except for the performance of this Agreement.

7.5. Unless otherwise stated in the Statement of Work, if the Service Provider is responsible for
engaging a model or a person whose image will be depicted in the Deliverables, then the
Service Provider shall ensure to obtain a written release form such model or person (and
where themodel or the person is a minor, form the model or theperson’s legal
representatives) stating that the model, the person, or their legal representative has
assigned, irrevocably, worldwide, perpetually without any consideration, all right in the
photographs to the Company, and the Company shall have absolute right to use and
publish photographs depicting the model or the person in any manner, including for
editorial, trade, advertising,or other purposes, and in any other manner and medium.

8. Representation and Warranty

8.1. The Service Provider represents and warrants as follows:

a. the Service Provider has the capability, skills, and infrastructure to perform the
Services;

b. this Agreement is valid andis legally enforceable against the Service Provider;
 Eventila TechnologiesPrivate Limited
Regd.office: 601 – 608 , 6th floor, JMD Megapolis, Sohna road, Sector 48, Gurgaon, Haryana 122018

CIN: U72200DL2015PTC281740

c. that all Services performed by the Service Provider in connection with thisAgreement
shall be performed in compliance with all applicable central, stateand local laws, rules
and regulations; and

d. that the Company shall be the sole and absolute owner of the Deliverableand the
Company’s use thereof will not infringe or violate any Intellectual Property Rights of
any third party.

9. Independent Contractor Status

9.1. The Service Provider is an independent contractor of Company. Neither Party

shallrepresent itself as, an employee, agent, representative or partner of the other Party.
Neither Party has any right, power, or authority to enter into any agreement for or on
behalf of the other Party, or to incur any obligation or liability or otherwise bind the other
Party. This Agreement is non-exclusive in nature.

9.2. In no event shall the Service Provider be considered an employee, or agent of the
Company.

10. Term and Termination

10.1. This Agreement shall commence from ........................................ and shall continue to be in
force for an initial term of 3 year (“Term”) unless terminated earlier as per the provisions
of this Agreement.The Agreement shall terminate onthe expiry of the Term of this
Agreement.

10.2. Either Party may, without any cause, terminate any Statement of Work or this Agreement
after giving 15 Days prior notice of termination to the other Party.

10.3. A Party may terminate this Agreement or any Statement of Work if the other Party
commits a breach which is not substantially cured within three (3)Business days of receipt
of notice from the non-defaulting Party. The non-defaulting party may terminate this
Agreement (or any Statement of Work) as of a date specified in such notice of termination.

10.4. Either Party may terminate the Agreementforthwith by giving prior notice to the other
Party, if the other Party (a) becomes insolvent or bankrupt; (b) assigns all or a substantial
part of its business or assets for the benefit of creditors; (c) becomes subject to any legal
proceeding(s) relating to insolvency or the protection of creditors’ rights or otherwise
ceases to conduct business in the normal course; or (d) commits any non-rectifiable
breach.

10.5. The termination of the Agreement shall result in termination of all effective Statement of
Work. However, on termination of only a given Statement of Work (and not the
Agreement), all other effective Statement of Work shall continue to remain effective.

10.6. On termination of this Agreement for any reason, the Service Provider must (a) do all
things necessary to effect disengagement in the most timely, professional and cost-
effective manner; and (b) provide all reasonable assistance to the Company or any third
 Eventila TechnologiesPrivate Limited
Regd.office: 601 – 608 , 6th floor, JMD Megapolis, Sohna road, Sector 48, Gurgaon, Haryana 122018

CIN: U72200DL2015PTC281740

party nominated by the Company in relation to the transition of the Services to the
Company or a third-party service provider.

10.7. Notwithstanding anything contained herein, the provision of Clauses5, 6, 7, 8, 11,and 12

shall survive the termination of this Agreement.

11. Notices

11.1. All notices and other communications (collectively "Notices") required or permitted under
this Agreement shall be in writing and shall be given to each Party at its address outlined in
this Clause 11.3 or at such other address as may be specified by the Party in writing from
time to time.

11.2. All Notices shall be (i) delivered personally, (ii) registered post, (iii) sent by a nationally
recognized overnight courier service; or (iv) sent by electronic mail. Notices shall be
deemed to be given upon receipt by the intended recipient.

11.3. Notices shall be sent to the following addresses:

To the Company at

Name of the concerned person: Sumit Rana

Address: Eventila Technologies Pvt Ltd, 601-608, 6 th Floor, Jmd Megapolis, Sec 48,
Gurgaon, Haryana-122018

Phone:9646445625, 8448993925

Email: sumit.rana@spyne.ai

To the Service Provider at

Name of the concerned person:

Address: ....................................................................................................................................

Phone: .......................................................................................................................................

Email:......................................................................................................

12. Miscellaneous:

This Agreement, the rights and obligations of the Parties under those provisions, and any claims
or disputes relating thereto shall be governed by and construed under and as per the laws of India
with the jurisdiction of the courts of Gurugram, India. This Agreement are the only and entire
agreements between the parties and supersede all prior agreements and representations. This
Agreement may be amended or modified only by a written document signed by both parties. If
 Eventila TechnologiesPrivate Limited
Regd.office: 601 – 608 , 6th floor, JMD Megapolis, Sohna road, Sector 48, Gurgaon, Haryana 122018

CIN: U72200DL2015PTC281740

any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the
same shall be reformed to comply with applicable law or stricken if not so conformable, so as not
to affect the validity or enforceability of the remainder of this Agreement. Neither Party could
assign this Agreement to a third party, without written consent from the other Party. This
Agreement may be executed in counterparts, each of which shall be deemed an original, but both
of which together shall constitute the same instrument. In the event of conflict between this
Agreement and any Statement of Work, the provision of this Agreement shall prevail, unless the
Parties have expressly agreed in the relevant Statement of Work to override any term of this
Agreement and such changes will be applicable to that relevant Statementof Work only.

IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands and seals the day and
year first above written.
Agreed and accepted by
Agreed and accepted by Eventila Technologies Private
Limited

______________________ _________________

Name: Name:

Date: Designation:
Date
 Eventila TechnologiesPrivate Limited
Regd.office: 601 – 608 , 6th floor, JMD Megapolis, Sohna road, Sector 48, Gurgaon, Haryana 122018

CIN: U72200DL2015PTC281740

Statement of Work

This is a Statement of Work (“SOW”) dated ............................., is subject to the terms and conditions
of theService Agreement dated ................................................. between Eventila Technologies
Private Limited and .........................................................

Effective Date: This SOW shall be effective from [Insert Date] and shall remain effective until [Insert
Date] or [performance of Services].

1. Scope of Services:
2. Timelines for Deliverables: Same day of shoot
3. Format of Delivery of Work:Google drive Or Drop Box
4. Any other Terms and conditions: NA

Agreed and accepted by Agreed and accepted by

Eventila Technologies Private Limited [ Insert name of the photographer]

______________________ _________________

Name: Name:
Designation: Date:
Date: