AGREEMENT
THIS AGREEMENT (hereinafter “Agreement”) is made on 9th February, 2024 (hereinafter “Effective Date”),
BY AND BETWEEN
GHV MEDICAL ANCHOR PRIVATE LIMITED, a company registered under the Companies Act, 2013 and having
rd
its registered office at 3 Floor, Capital Cityscape, sector-66, Golf Course Extension Road, Gurugram, Haryana –
122018, (Hereinafter referred to as “GHV” which expression shall wherever the context permits, admits or requires be
deemed to mean and include its affiliates, successors in interest and permitted assigns), of the FIRST PART
AND
Manisha sharma, a individual, having its residence at A-32 gulab bagh nawada metro station near piller number -736
delhi-110059, hereinafter referred to as the “Service Provider” (which expression shall wherever the context permits,
admits or requires to be deemed to mean and include its legal heirs, successors in interest and permitted assigns) of the
SECOND PART
Hereinafter in this Agreement, “GHV” and “Service Provider” shall be individually referred to as a “Party” and
collectively as the “Parties” as the context may require.
WHEREAS:
A. Service Provider is engaged in the business of digital marketing and brand promotion under its Trade name
"_______________________"; Service Provider further represents that they have all the licenses and approvals in
place for conducting the digital marketing and brand promotion business.
B. GHV is engaged in the business of trading of fitness and wellness products under the brand name “beatXP”;
C. GHV is desirous of engaging the Service Provider for the purpose of promoting/endorsing its brand through digital
platform as defined below.
NOW THEREFORE, in light of the mutual covenants, representations and warranties and other good and valuable
consideration herein contained, the receipt and sufficiency of which is hereby acknowledged by either Party, the Parties
hereby agree to be legally bound by the terms set out in this Agreement and mutually agree as follows:
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this Clause apply in this Agreement.
1.1.1 “Applicable Law” shall mean the laws of India and shall include without limitation Central Acts and
amendments, State Acts and their amendments, regulations, directions, circulars, notifications and
guidelines prescribed by the instrumentalities of the union or state governments in the territory of India.
1.1.2 “Confidential Information” Means any data or information, oral or written, treated as confidential by
the Party that relates to Party’s past, present, or future research, development or business activities,
including any unannounced products, services and software, including any information relating to
services development, inventions, source and object codes, processes, plans, financial information,
customer, partner data and information, forecasts, and projections. Confidential Information of the
Parties shall also include without limitation all the terms of this Agreement as well as data pertaining to
all third parties with whom either Party engage with during the course of their business;
1.1.3 “creative content and/or content” shall mean the advertisement videos/reel/shorts etc. as well as all
and/or any creative components for the purpose of getting the same displayed/advertised by Service
Provider under this Agreement. It shall include all logos, taglines, trademarks, images and numeric
characters etc;
1.1.4 “Personnel” shall mean those employees, agents, subcontractors, consultants and representatives of
Service Provider to perform the Services pursuant to this Agreement.
1.1.5 “Fees” The fees payable by GHV to Service Provider for the Services provided by Service Provider as
more full set out set out in clause 5.
1.1.6 “Service Provider Data” The data provided by Service Provider to GHV for the purposes contemplated
under this Agreement;
1.1.7 “Person or person” means any natural person, firm, corporation company voluntary association,
partnership, joint venture, trust, incorporated organization, unincorporated organization or any other
entity;
1.1.8 “Services” shall mean the promotional and advertising related services provided by Service Provider
to GHV in terms of this Agreement and as more fully described in Schedule I;
1.1.9 “Term” The term of this Agreement as set out in Clause 12.1.
1.1.10 “Digital Platform” shall mean and include all kinds of social networking platforms including but not
limited to YouTube, Instagram, Facebook, Snapchat and Digital Media wherever the content would be
uploaded etc. for marketing and promotion of GHV products.
2. ENGAGEMENT OF SERVICE PROVIDER:
GHV hereby appoints Service Provider to promote and advertise its products under the brand beatXP as mutually
decided between the parties from time to time and Service Provider accepts the said appointment and agrees to
promote and advertise brand beatXP at digital platform during the entire term of this Agreement in accordance with
the terms and conditions set forth herein.
3. SCOPE OF SERVICES:
3.1 The Service Provider shall provide the Services in terms of and in accordance with the Statement of Work and as
maybe mutually agreed and executed between the Parties from time to time in the form and manner as specified in
Schedule I.
3.2 In addition to the Services, GHV may request a Service Provider to provide additional services (“Additional
Services”). In connection with the Additional Services, the compensation, fees, costs and other material terms for
Additional Services as shall be as may be mutually agreed between the Parties in writing and incorporated into this
Agreement as amendments to Schedule I respectively.
4. Obligations of Service Provider
4.1 Service Provider shall use commercially reasonable efforts to provide the Services as described herein and as set
forth in Schedule I hereto and the Additional Services.
4.2 The Service Provider shall render the Services with diligence and care and Service Provider shall take measures to
ensure that all of its Personnel who are engaged in connection with the Services will comply with the duties and
obligations applicable thereto under this Agreement.
4.3 Service Provider and all of its Personnel shall not upload/share in any way to distribute any advertising or content
that:-
4.3.1 is unlawful, harmful, threatening, abusive, defamatory, obscene, infringing, harassing or racially
or ethnically offensive to (i) corporations or brands; (ii) any personality, living or dead; (iii)
communities, living or extinct; (iv) to any city building, geographical feature, etc. that can be
singularly / uniquely identified in the world;
(v) gender and (vi) physical / racial attributes;
4.3.2 Facilitates and/or promotes illegal activity;
4.3.3 Depicts sexually explicit images;
4.3.4 Is invasive of privacy;
4.3.5 Promotes unlawful violence;
4.3.6 Is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability
4.3.7 Is unsolicited in such a manner that it is disturbing to any person; or
4.3.8 Is otherwise illegal or causes damage or injury to any person or property;
5. PAYMENT TERMS:
5.1 In lieu of and in consideration for the Services provided by Service Provider from time to time, GHV shall pay the
Service Fees in accordance with the Statement of Work(s) executed between the Parties from time to time, the
Service Provider shall raise invoice to the GHV for all the services provided under this Agreement. GHV shall make
the payment within 30 days from the date of receipt of the valid invoice.
5.2 All payments under this Agreement shall be subject to deduction of applicable taxes.
5.3 Service Provider to raise an invoice post such reconciliations to the satisfaction of GHV.
6. DATA PROTECTION
6.1 Either Party shall own all right, title and interest in and to all of its data and shall have all rights connected to such
data which shall be shared only on a ‘need to know’ basis as determined by the other Party.
6.2 Service Provider shall handle data of GHV strictly in accordance with the applicable laws. Both Parties shall ensure
that it applies the same standards as it applies to its own data of a similar nature while handling and using GHV’s
data.
6.3 Service Provider shall be authorized to use GHV’s data solely for the purpose of giving effect and performing its
obligation under the Agreement.
6.4 Service shall comply with all applicable Data Protections Laws in relation to the data that is processed by it in the
course of performing its obligations under this Agreement.
6.5 The Parties acknowledge that for the purposes of the Data Protection Legislation, GHV is the “Controller” and the
Service Provider is the “Processor”.
To the extent that any personal data (as defined in the Data Protection Legislation i.e., The Digital Personal Data
Protection Act, 2023) is transferred from one Party to another under this Agreement, the Parties agree that they will
comply with all applicable requirements of The Digital Personal Data Protection Act, 2023. In particular, the
disclosing Party shall ensure that it has all necessary appropriate consents and notices in place to enable the lawful
transfer of the personal data to the recipient Party for the duration and purposes of this Agreement. The recipient Party
shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or
unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data.
The recipient Party shall delete or return the personal data to the disclosing Party at the termination of this Agreement.
6.7 The Service Provider shall immediately notify GHV and its Affiliates in the event that it becomes aware of any breach
of the Data Protection Laws by it in connection with this Agreement.
6.8 The Service Provider shall indemnify GHV against all losses, costs, expenses, damages, liabilities, demands, claims,
actions and proceedings (including legal and other professional costs and expenses) suffered or incurred by GHV
arising out of or in connection with any failure by the Service Provider or its employees, agents or subcontractors to
comply with the obligations imposed by this clause.
7. OBLIGATIONS OF THE SERVICE PROVIDER:
7.1 Service Provider agrees to the following obligations:-
a. Service Provider shall perform the Services in a timely manner and with reasonable care and skill;
b. Service Provider shall subsequent to the approval by GHV of the creative content, the finalized creative
content and upload the creative content as mutually agreed per the terms of the Agreement;
c. Service Provider shall ensure that the creative content uploaded does not infringe any third party intellectual
property;
d. Service Provider shall not misuse the data/documents/information provide to him/her by GHV;
e. Service Provider shall provide the day-to-day progress report to GHV;
f. Service Provider shall ensure that his/her personnel shall not upload/share any creative content on their
account which may hamper the brand image of GHV.
7.2 In the event if any loss has been caused by the Service Provider, Service Provider shall be liable for such losses to
the Customer.
8. INTELLECTUAL PROPERTY:
8.1 Either Party acknowledge and agree that each Party and/or their respective licensors own all intellectual property
rights that may form part of the Services. Except as expressly stated herein, this Agreement does not grant either
Party any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether
registered or unregistered), or any other rights or licenses in respect of the other Party’s intellectual property and all
such rights and/or licenses shall at all times vest with the Party that owns the intellectual property and/or its licensors.
9. CONFIDENTIALITY
9.1 Except as otherwise expressly provided herein, all information, data and materials (including the terms of this
Agreement) provided by either party to the other, whether orally or in writing, (collectively, “Confidential
Information”), communicated by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in
connection with this Agreement will be used by the Receiving Party only for purposes of this Agreement, and no
such Confidential Information will be disclosed by the Receiving Party without the prior written consent of the
Disclosing Party, except in order to comply with a valid court order or subpoena. The Confidential Information at
no times can be disclosed to any party in the same or similar business as that of the Disclosing Party
(“Competitor”). In the event, GHV becomes aware that the Confidential Information has been disclosed to a
Competitor or has been used for the benefit/interest of the Competitor; GHV can claim such direct and indirect
damages as it may suffer due to such losses;
9.2 Notwithstanding the foregoing, the Parties will have the right to disclose the other Party’s Confidential Information
to, and allow access to such persons supplying products, services or systems in support of the obligations under
this Agreement;
9.3 No Party shall make, or permit any person to make, any public announcement concerning this Agreement without
the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), except as
required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction;
9.4 Upon termination, each Party shall immediately return the Confidential Information and all copies thereof,
received from the other Party to such other Party or destroy the same in accordance with the instructions of and to
the satisfaction of the other Party.
10. REPRESENTATIONS AND WARRANTIES
11.1 Service Provider represents and warrants that:
11.1.1 It has full right, power, authority, and capacity to enter into this Agreement and perform its obligations
hereunder in accordance with the terms of this Agreement and that no further approvals are required as
of the Effective Date;
11.1.2 It is not subject to any contract or agreement that would be breached by its entering into or performing its
obligations under this Agreement or that are otherwise inconsistent with this Agreement;
11.1.3 The execution and delivery of this Agreement and the performance of this Agreement will not constitute
a breach or constitute a default or a breach of any agreement entered into with any third party;
11.1.4 the creative content uploaded does not infringe any third party intellectual property rights
11. INDEMNITY
11.1 Service Provider agrees to indemnify and keep GHV, its officers, directors, employees, assignees, affiliates,
associates and subsidiaries fully indemnified at all times against any and/or all direct loss, damage, loss of
reputation, loss of goodwill, liability, loss, fines, penalties, fees, costs, amounts and expense (including without
limitation attorneys’ fees), claims, actions, suits, judgments, orders, litigations, enforcements and/or
proceedings, incurred or sustained in connection with or as a consequence of (i) breach of any of the provisions
of this Agreement; (ii) any breach of any representations, obligations , covenants or warranties contained herein.;
(iii) infringement of any party’s intellectual property right (whether such intellectual property is registered or
not); (iv) any damage, unauthorized use or loss of Information/data shared under the Agreement; (vi) any
unauthorized use of intellectual property rights ; (vii) fraud, misconduct, negligence or deficiency of service;
(viii) any negligent act or omission committed in the course of fulfilling obligations under this Agreement or
any misrepresentation made during the course of this Agreement.
12. Limitation of Liability
Notwithstanding anything contained in this Agreement, it is agreed by the Parties that the total liability of GHV
arising out of or in connection of this Agreement if any shall not exceed the payment made by GHV under this
Agreement except in the event of liability arising out of death, misconduct, fraud, breach of confidentiality
obligations and infringement of the IPRs of GHV.
13. TERM AND TERMINATION
13.1 This Agreement shall, unless otherwise terminated as provided under this Agreement, commence on the
Effective Date and shall continue for a period of __________ (___) year from the Effective Date hereof (the
“Term”) and, thereafter, this Agreement shall be renewable after mutual negotiation and consensus amongst the
Parties in writing, unless:
(a) Terminated by GHV at any time during the Term or the Renewal Period without assigning any
reasons whatsoever by serving a prior written notice of 30 (Thirty) Days to the Service Provider;
(b) Terminated by Service Provider in the event of Non-Payment as per Clause 5 Payment Terms.
(c) Otherwise terminated in accordance with the provisions of this Agreement.
13.2 Without affecting any other right or remedy available to it, GHV may terminate this Agreement with immediate
effect by giving written notice to the Service Provider if:
13.2.1 Service Provider fails to perform its services as agreed under this Agreement;
13.2.2 Service Provider or its Personnel commits a material breach of any other term of this Agreement
which breach is irremediable;
13.3 On termination of this Agreement for any reason:
13.3.1 Each Party shall return and make no further use of any equipment, image (digital or print),
Software, Services, documentation and other items (and all copies of them) belonging to the other
Party;
13.3.2 Either Party shall destroy or otherwise dispose of any of the other Party’s Data in its possession
unless the other Party receives, no later than ten (10) days after the effective date of the termination
of this Agreement, a written request from the other Party for the delivery of such Data. Both Parties
shall use reasonable commercial endeavors to deliver all Confidential Information shared with it
within thirty (30) days of its receipt of such a written request;
13.3.3 Any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of
termination, including the right to claim damages in respect of any breach of the Agreement which
existed at or before the date of termination shall not be affected or prejudiced
14. NATURE OF RELATIONSHIP
The relationship between the Parties is on a principal-to-principal basis, and none of the provisions of this
Agreement shall be interpreted as creating the relationship of employer and employee between them at any time,
under any circumstances or for any purpose(s).
15. FORCE MAJEURE
Either Party shall have no obligation under this Agreement if it is prevented from or delayed in performing its
obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents
beyond its reasonable control, including, without limitation, (a) acts of God; (b) flood, fire, earthquake or
explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other
civil unrest; (d) government order or law; (e) action by any governmental authority; (g) national or regional
emergency; (h) pandemic, epidemic then such non-performance shall not be deemed to constitute a breach of
this Agreement therein. provided that the Other Party is notified of such an event and its expected duration.
16. VARIATION
No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their
authorised representatives).
17. WAIVER
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall
constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that
or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the
further exercise of that or any other right or remedy.
18. RIGHTS AND REMEDIES
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in
addition to, and not exclusive of, any rights or remedies provided by Applicable Law.
19. SEVERANCE
19.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of
competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
19.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were
deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial
intention of the Parties.
20. ENTIRE AGREEMENT
20.1 This Agreement and any documents referred to in it, constitute the whole Agreement between the Parties and
supersede any previous arrangement, understanding or Agreement between them relating to the subject matter
they cover.
19.2 Each Party acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking,
promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person
(whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly
set out in this Agreement.
21. ASSIGNMENT
21.1 GHV may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its
rights or obligations under this Agreement.
22. NO PARTNERSHIP OR AGENCY
Parties in performance of this Agreement shall act as an independent party and Nothing in this Agreement is
intended to or shall operate to create any joint venture or any partnership between the Parties, or authorise either
Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or
otherwise to bind the other in any way (including, but not limited to, the making of any representation or
warranty, the assumption of any obligation or liability and the exercise of any right or power).
23. THIRD PARTY RIGHTS
This Agreement does not confer any rights on any person or party other than the Parties to this Agreement and,
where applicable, their Affiliates, successors and permitted assigns.
24. NOTICES
24.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent
by pre-paid registered post with acknowledgment due and/or reputed overnight courier to the other Party at its
address set out in this Agreement, or such other address as may have been notified by that Party for such
purposes, or sent by electronic mail to the other Party's authorised representative as communicated by such
Party.
25. GOVERNING LAW AND JURISDICTION
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation
(including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of
India and courts of Gurgaon, Haryana shall have the exclusive jurisdiction to entertain/settle any dispute arising out
of or in connection with this Agreement.
26. ARBITRATION AND DISPUTE RESOLUTION
All disputes, differences or claims arising out of or in connection with this Agreement including, any question
regarding its existence, validity, construction, performance, termination or alleged violation which is not resolved
mutually by the Parties within a period of 30 (thirty) days from the date of the first intimation of such dispute by
one Party to the other, shall be referred upon the application of either Party to a sole arbitrator (to be mutually agreed
between the Parties) at India who shall conduct the arbitration in English in accordance with the Arbitration and
Conciliation Act, 1996 or any modification or amendment thereof In the event the Parties are unable to agree on a
sole arbitrator within 15 days following the 30 days’ period specified in this Clause, the sole arbitrator will be
appointed in accordance with the Arbitration & Conciliation Act 1996. The seat and venue of the arbitration shall
be at Gurugram, Haryana India.
IN WITNESS WHEREOF, the Parties have executed this Agreement by their duty authorized representatives as of the
Effective Date.
FOR AND ON BEHALF OF GHV MEDICAL ANCHOR PRIVATE LIMITED
Name: Ashish Dhuwan
Designation: VP
Date: 9th February
FOR AND ON BEHALF OF SERVICE PROVIDER
Name:
Designation:
Date: _______________
SCHEDULE-I
STATEMENT OF WORK
INFLUENCER CAMPAIGNING ACTIVITIES
● Scope of Work / Objective(s): Social Promotion
● Markets / Target Audience: Influencer Followers
● Deliverables: __________________________
● Cancellation: Service Recipient shall have a right to cancel the Content created by the Service Provider in any event
it doesn’t find suitable as per the requirement of the GHV without any cost or charges.
● Costing:_____________________________
● Timelines: The campaign under this Statement of Work will be completed based on mutually agreed timelines.
● Duties:
1. In the event an Influencer does not want to and/or will be unable to go live at the set time and date, intimation
must be made to Service Recipient, 3 (three) working days in advance prior to the show.
2. GHV shall be allowed to change the Calendar/Show at least 3 (three) days prior to scheduled activity.
3. All Works and the videos shall be shared for approval with the designated GHV team before posting on social
media. GHV shall not be liable for any content or views expressed otherwise, beyond the approved content.
FOR AND ON BEHALF OF GHV MEDICAL ANCHOR PRIVATE LIMITED
Name: Ashish Dhuwan
Designation: VP
Date: 9th February
FOR AND ON BEHALF OF SERVICE PROVIDER
Name:
Designation:
Date: _______________
