ENDORSEMENT AGREEMENT

This Endorsement Agreement is made and executed on this the 25th Day of August, 2023, at
the Office of CAB, Eden Gardens, Kolkata,

BY AND BETWEEN

1. MR. SOURAV GANGULY, Indian citizen, aged 51 years, son of Late Chandidas Ganguly, residing
at 2/6, Biren Roy Road, Kolkata 700008, (hereinafter referred to as “Personality”, which
expression shall mean and include, unless repugnant to the context, his heirs, successors,
legal representatives and executors) of the FIRST PART;
PAN CARD NO.: AFTPG6407P
GSTIN: 19AFTPG6407P1ZN

2. Dabur India Limited, a company incorporated under the Companies Act, 1956 and having
its registered office at 8/3, Asaf Ali Road, New Delhi – 110002 and Corporate Office at Dabur
Corporate Office, Kaushambi, Ghaziabad, Uttar Pradesh - 201010
and having Permanent Account Number (PAN) AAACD0474C and Goods and Services Tax (GST) Num
(hereinafter referred to as “Company” which expression shall, unless it
repugnant to the context or meaning hereof, be deemed to mean and include its successors
and permitted assigns) of the SECOND PART;

Personality and COMPANY shall hereinafter jointly be referred to as “Parties” and individually
as a “Party”.

WHEREAS,

A. Personality is a well-known cricketer and an internationally renowned personality

having a substantial reputation, whose name itself has a considerable brand value in the
market.
B. COMPANY is engaged in the business of manufacturing, sale, distribution, marketing and
supply of products under various brand names like DABUR, DABUR CHYAWANPRASH,
DABUR HONEY, DABUR GLUCOSE-D, DABUR GLUCOPLUS-C etc. and its associated
trade names and marks.
C. COMPANY acknowledges and confirms that the association of Personality with the
COMPANY and/or its products will substantially increase its business and enhance the
popularity of its products
D. COMPANY is accordingly desirous of acquiring the right to avail the services of
Personality to feature and perform in advertisements for the promotion and marketing of
its Endorsement Products (as defined hereinafter) during the Term (as defined hereinafter)
in the Territory (as defined hereinafter) COMPANY;

NOW THEREFORE, in consideration of the mutual covenants set forth herein and for other good
and valuable consideration, it is agreed by and between the Parties as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. In this agreement, including in the Recitals hereof, the following words, expressions and
abbreviations shall have the following meanings, unless the context otherwise requires:
1.1.1. “Agreement” shall mean this Agreement including the specific terms and
any and all annexures attached to it or incorporated in it by reference and

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 shall include any modifications of this Agreement as may be mutually
agreed in writing.
1.1.2. “Business” shall mean the business of manufacturing, sale, distribution,
marketing and supply of the Endorsement Products by COMPANY.
1.1.3. “Committed Days” shall mean 4 (Four) Working Days and 1(One) Meet
and Greet event in Kolkata commencing from the execution of this
agreement during the whole Term of 2 (Two) years (as defined in Clause
1.1.4 herein below) which has been mutually agreed by the parties as
being reserved for the purpose of creating, circulating, exhibiting and
displaying endorsements and promotions, subject to the provisions of this
Agreement.
1.1.4. “Competitor” shall mean entities involved in a business which is the
same as the business of the COMPANY in relation to the Endorsement
Products.
1.1.5. “Cool Off Period” shall mean a period of 60 ( sixty ) days commencing from
the date of expiry of the Term which shall be reduced to 30 (thirty) days
on early termination of the Agreement to ensure to cease to air, broadcast
or in any manner display the commercials/Promotional Materials and
shall not issue any new Attributes and Promotional Materials, and to
ensure removal and recall all Promotional Materials of the Brand created
which are under the control of COMPANY using the Attributes of the
Celebrity for endorsement of the Brand as per clause 2.3 below. It is
explicitly agreed by the Parties that no Services shall be rendered by the
Celebrity during the Cool-Off Period.
1.1.6. “Day/Days” shall mean an eight-hour shift excluding travel-time of not
more than four (4) hours one-way from Kolkata in connection with any
endorsement/promotion/photo or video shoot. It is hereby clarified that
Personality shall be available under the terms of this Agreement for a
total of only 4 (Four) Committed Days during the entire term of 2 (Two)
years and if the COMPANY is unable to use or utilize the services of
Personality for any part or portion of the said 4 (Four) days during the
term, for reasons not attributable to Personality, there shall neither be
any reduction in the consideration payable to Personality nor any ipso
facto extension of the term on such ground.
1.1.7. “Endorsement Products” shall mean the specific products/services of the
COMPANY in relation to which Personality is obliged/ covenanted by
virtue of this agreement to render endorsements and/or services during
the term hereof. The Endorsement Products are, for the sake of clarity,
more fully and particularly described in Annexure 1 hereto. Apart from the
endorsement products mentioned in Annexure 1, Personality shall not be
required/obligated to render his services by way of
endorsements/promotions/ advertisements or howsoever otherwise in
relation to any other products or services of the COMPANY. The parties
agree that there shall be no more than 3 (three) product category blocks
owned by the COMPANY, and which are already available in the market.
All product blocks shall be mutually decided and agreed by and between
the parties. The COMPANY shall be solely responsible to intimate the list
of 3 categories on the date of signing of the Agreement failing which the
restriction pertaining to the product category block shall not apply to
Sourav Ganguly under this Agreement. The parties further agree that
there shall be no modification made to the 3 product categories unless
otherwise mutually agreed between the Parties during the Term of
Agreement.
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 1.1.8. “Endorsements” and “Services” shall mean the physical presence of
Personality for the purpose of video and/or audio recordings and other
visual representation of Personality along with the Endorsement Products
for (i) creation of a television, print, radio, digital media and outdoor
advertisements, (ii) trade or consumer activity and (ii) any point-of-sale
material featuring Personality created by COMPANY for the purpose of
advertisement, promotion and marketing of the Endorsement Products,
within the Territory for the term.
1.1.9. “Force Majeure Event” shall mean fire, earthquake, flood, epidemic, riot,
civil disturbance, war, civil commotion and debilitation or incapacity of
Personality or members of his immediate family.
1.1.10. “Incapacity” means any illness/disability/injury to Personality or to
the members of his immediate family or unforeseen circumstances or such
like conditions, which prevents Personality from discharging his
obligations under this Agreement. The expression “immediate family” shall
mean and include his mother, wife, daughter and such members of his
extended family as may be intimated by Personality to COMPANY from
time to time.
1.1.11. “Pro Rata” means payment of fees shall be calculated based on higher of
amount of consumption of Term of the Agreement or Number of Days
utilized.
1.1.12. “Social Media post” shall mean Image, pictures, Audio Visual
representation on Social Media Platforms including, but not limited to,
Twitter, Instagram and Facebook.
1.1.13. “Term” means a period of 2 (Two) years commencing from 1st October,
2023 to 30th September, 2025.
1.1.14. “Territory” shall mean the territory within the political boundaries of
India and Outside India in Bangladesh and Nepal (i.e., spill over and social
media)

1.2. In this Agreement, unless the context otherwise requires,

1.2.1. For the purpose of this Agreement, where the context so admits, (i) the singular shall
be deemed to include the plural and vice-versa, (ii) the word “include” and “including”
shall be construed without limitation.
1.2.2. The headings and sub-headings are inserted for convenience only and shall not affect
the construction and interpretation of this Agreement.
1.2.3. In addition to the terms defined in Clause 1, certain other capitalised terms are
defined elsewhere in this Agreement and whenever such terms are used in this
Agreement they shall have their respective defined meanings, unless the context
expressly or by necessary implication otherwise requires.

2. TERM
2.1. This Agreement shall be valid for the Term of 2 years i.e., from 1st October, 2023 to 30th
September, 2025 subject to earlier termination as set out in Clause 9.
2.2. Upon expiry of the term, the Parties may elect to renew the agreement or enter into a fresh
agreement on mutually agreeable terms. It is hereby expressly clarified that such renewal
or fresh agreement, if any, shall only be in writing and upon the prior express consent of
Personality to be obtained in writing. There shall not be any automatic renewal of this
agreement. In the event, the parties do not renew this agreement or enter into a fresh
agreement; this agreement shall automatically expire by efflux of time on the expiration of
the term.

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3. RIGHTS; DUTIES AND OBLIGATIONS OF THE PARTIES IN RELATION TO THE
ENDORSEMENTS AND SERVICES
3.1. For the Consideration (as set out in Clause 5) and on the terms and conditions herein
mentioned, the Parties hereby agree to the following:
3.1.1. Personality agrees to being shot, filmed, tape recorded or video-taped by COMPANY
for advertising the Endorsement Products and engaging in endorsements for the
Endorsement Products during the term of this Agreement. Personality also agrees
to, if required and sought by the COMPANY; commit his time separately for
dubbing/voice over recording for the advertisement film(s) shot by COMPANY
subject to his availability at a studio selected by COMPANY on a day other than that
of the shooting of the said advertisement. The day/time consumed for the purpose of
dubbing/voice over recording for the advertisement film(s) shot by COMPANY shall
also be included towards computation of the Committed Days used/utilized by the
COMPANY.
3.1.2. Personality shall, subject to written notice of not less than 15 days from
COMPANY, schedule his services on such mutually agreeable dates and in such
part of the world (as per Clause 1.1.2) as COMPANY may require for Endorsements
to be created. In the event Personality is unavailable for rendering his Services
under this Agreement on the proposed dates, Personality shall immediately inform
COMPANY regarding the same in the manner laid down hereunder.
3.1.3. Personality shall not be required to allocate or reserve or block or set aside more
than two consecutive days at a time for rendering his services to the COMPANY
under the terms of this agreement.
3.1.4. In no event shall Personality be liable to make available to COMPANY any previous
or existing photographs, portraits, caricatures, silhouettes, video and/or audio
recordings and any other visual representation of Personality. It is clarified that
COMPANY shall utilize only such video and/or audio recordings and any other
visual representations of Personality as COMPANY may itself create during the
afore-mentioned days designated for such purpose, pursuant to the terms of this
Agreement. It is further clarified that such video and/or audio recordings and any
other visual representations of Personality shall be used only in conjunction with the
Endorsement Products and there shall be no stand-alone use of the same in any
manner whatsoever.
3.1.5. Every effort shall be made by the Parties to use the total of 4 (Four) days during the
Term. The Parties agree that in the event any Full Day/s forming part of the
Committed Days are left unutilized during the Term, for reasons attributable to
COMPANY (except as a result of a Force Majeure event) and for no fault of
Personality, the said unutilized days shall not be carried forward. The Parties agree
that, as stated hereinbefore, in the event that any full days are left unutilized at the
end of the Term, for reasons attributable to COMPANY and for no fault of
Personality, the said unutilized full days shall be made available and utilized,
subject to Personality’s availability and assent, in the subsequent one (1) month
immediately after the expiry of the term of this Agreement on additional payment
being made to Personality, calculated pro rata on the Consideration (as set out in
Clause 5). However, it is clarified that in the event any full days are left unutilized as
a result of a Force Majeure Event or for reasons attributable solely to Personality
and for no fault of the COMPANY, there shall be no additional payment made to
Personality for making the said unutilized full days available, subject to
Personality’s availability, in the subsequent One (1) month immediately after the
expiry of the term of this Agreement. In case any number of days out of total allotted
days for a relevant year remains unutilized by COMPANY due to reason attributable
to Personality, which Personality with 10 days written notice prior to the date of
service to be rendered has communicated COMPANY then such number of days

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 shall be carried forward to the subsequent year for the COMPANY to utilize within
the term of the agreement. There shall be no requirement on Personality’s part to
make available any day or part thereof for rendering services and/or endorsements
pursuant to this clause if only part day/days (and not full days) are found to have
been left unutilized at the end of the Term except when such unutilized days are due
to the incapacity of the Personality.
3.1.6. COMPANY shall communicate to Personality, the dates allotted and the services to
be rendered by Personality pursuant to this Agreement, by providing a minimum of
fifteen (15) days’ notice in writing. Personality shall, within Ten (10) days of receipt
of such communication, inform COMPANY of his availability or non-availability in
writing, as the case may be in respect of the requested dates. In the event
Personality is not available during those dates, Personality shall, within the period
of ten (10) days as mentioned above, suggest two (2) other options of dates when
Personality would be available, and such 2 options of dates should be within 1
month from the dates originally proposed by COMPANY. COMPANY shall confirm
any one of such options within a period of 10 days of receipt of intimation from
Personality. Provided however that if Personality fails to intimate the COMPANY of
Personality’s non-availability for a particular period within the agreed period of 10
days as above, COMPANY shall proceed on the basis the Personality is available for
rendering his services under this agreement.
3.1.7. Personality shall have the right to review and/or conduct due diligence pertaining
to all Endorsements/advertisements, whether in audio or video or picture form and
including, but not limited to, commercials in storyboard form for Personality's
approval prior to the final production and / or publication of the same. Personality
shall provide his approval, disapproval or suggestions for modification, as the case
may be, in writing or by email/telephone/WhatsApp/SMS within 7 (Seven) working
days of receipt of any Endorsements/advertisements for his review from COMPANY.
If approval is not given by Personality within the aforesaid 7 (Seven) working days,
then his approved shall be implied. Further, Personality shall also have the right to
review and/or conduct due diligence pertaining to all Endorsements in their final
form; including any sound recordings, dubbing, special effects or any other edits
conducted before release. Subject to and in keeping with his Personality status,
reputation and public image, Personality hereby agrees that any such approval
shall not be unreasonably withheld. Personality hereby agrees that his suggestions
for modifications shall be limited to his appearance in the relevant Endorsements
and the context thereof and COMPANY shall, subject to the next clause, incorporate
Personality’s suggestions for modifications.
3.1.8. COMPANY hereby agrees that it shall have the option to either incorporate
Personality’s suggestions if it deems fit, as provided pursuant to Clause 3.1.7
above, or else create new Endorsements/advertisements, including but not limited
to, new commercials in storyboard form which again, shall be provided for
Personality’s approval in the manner provided in Clause 3.1.7 above. COMPANY
agrees that it shall not create, publish and/or launch any commercial or any form of
advertisement and/or Endorsement without Personality’s prior written approval,
which shall not be unreasonably withheld. In case there is any need for re-shooting
or re-taping or re-doing any of the Endorsement/Promotional Services arising out of
the disapproval by Personality in which Personality’s personal appearance is
necessary then such personal appearance shall also be counted towards calculation
of the Committed Days.
3.1.9. Personality shall, subject to written notice of not less than 2 days from COMPANY
and on request of COMPANY shall make 8 (Eight) Social media posts during the
Term (i.e., no more than 4 (Four) per year) as COMPANY may require. COMPANY
shall ensure and maintain that all social media post shall be as per ASCI guidelines

5
 or any other prevailing statutory guidelines. All social media post shall be subject to
approval of Personality. Personality shall post each such post on any and/or all of
his social media handles, including but not limited to, Twitter, Instagram and
Facebook. In case the COMPANY wants post to be shared on multiple handles (it
will be deemed as One Social media post delivered by Personality. If COMPANY
itself makes any standalone post with image of Personality, COMPANY shall send
such creative/ endorsement/ Video to Personality which Personality shall approve
within 2 days from receipt of the matter, If the COMPANY desires the same post to
be re-shared by Personality on multiple social media handles, it will be deemed as
one social post delivered by Personality. Personality shall have the right to take
down all such Social Media post from his social media handles after the end of the
term or in case of earlier termination pursuant to Clause 7 or Clause 9 of the
agreement.
3.1.10. All activities involving Personality shall be based on Personality's approval of the
same. It is also agreed that Personality shall not withhold such approval without
reasonable cause. It is clarified that Personality shall have the right to decide the
nature of the activities in which Personality shall participate and the
clothing/apparel to be worn by Personality in connection with COMPANY
endorsements. However, a decision to such effect shall be taken after discussion
with the COMPANY.
3.1.11. Personality shall, subject to written notice of not less than 15 days from COMPANY
shall allot date/s for public presence activities such as Meet and Greet, Press
conference, corporate event, Annual day, talk show etc. organized by COMPANY for
promotion and activation of marketing by COMPANY. COMPANY shall propose
Personality for presence of such Public Presence activities and Personality shall
have the right to decide at participation of such event at his sole discretion.
Personality disapproval to attend/participate such event shall not be considered as
breach of the agreement.
3.1.12. COMPANY assures that public presence activities where Personality’s presence is
required shall be conducted only in Major / Metropolitan Cities only inside premises
of Indoor/ outdoor stadium and/or 5-star hotel or equivalent in city where 5-star
hotel is not present. COMPANY shall be fully responsible for arrangement of security
for Personality
3.1.13. COMPANY shall not capture or depict or promote or incorporate the name or image
or mark or reference to any other brand/COMPANY endorsed by Personality in its
communications/endorsements including but not limited to outdoor advertising,
television, cinema, internet or other digital media, posters, newspapers and
magazines, point-of-sale merchandise etc. unless mutually agreed by and between
the parties in writing.
3.1.14. COMPANY agrees that Personality shall not be required to create or participate in
or be associated with any advertisements/endorsements/promotional whose visuals
or audio or music or content or theme are opposed to public morality or decency or
civility.
3.1.15. COMPANY agrees and confirms that during the term of the agreement, COMPANY
will run television commercials in television channels; carry out outdoor publicity;
make social media promotions etc. incorporating approved images and/or videos
and/or audio clips of Personality created by the COMPANY but that such
marketing/publicity/promotions shall be carried out only during the term of the
agreement. On expiry of the cool-off period (subject to earlier termination as per
Clause 7 and/or Clause 9) the COMPANY will cease all marketing
campaigns/publicity/promotions which include or incorporate Personality’s images
and/or videos and/or audio clips or which refer or relate to Personality.

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3.1.16. In the event COMPANY, for any reason whatsoever but for no fault of Personality,
(except by reason of Force Majeure Event) cancels a shoot without a ten (10) day
written notice, such cancellation shall be considered as services rendered by
Personality under this Agreement and the actual number of Days which would have
been utilized for such shoot shall be included in the Committed Days deemed to be
utilized by COMPANY for the purpose of this Agreement.
3.1.17. In the event Personality, for any reason whatsoever but for no fault of COMPANY,
absents/cancels/withdraws from a confirmed schedule of
endorsement/shoot/recording or other utilization of his time in whole or in part
pursuant to this Agreement without a ten(10) day written notice, except in the cases
of Force Majeure and/or Personality’s incapacity, such
cancellation/absenteeism/withdrawal shall entitle COMPANY to the same number
of Days which were so rendered infructuous within the term over and above the
Committed Days for the services to be rendered by Personality under this
Agreement at no additional payment to Personality in the manner stated above. In
the event of such cancellation without notice, Personality shall make all reasonable
efforts to make himself available for the endorsement/shoot on the date most
proximate to the date of the scheduled endorsement/shoot, or on such other day as
COMPANY communicates to Personality in writing within a period of one month
after the expiry of the term. Personality hereby recognizes the investment and costs
that are likely to be incurred by COMPANY in preparing for the endorsement/shoot
and hence undertakes to ensure to the maximum extent possible that cancellation
without notice as mentioned hereinabove is avoided.
3.1.18. Personality hereby undertakes that during the subsistence of this agreement i.e.
during the natural term of this agreement or until termination whichever is earlier,
Personality shall not promote, market and/or endorse any products of any
Competitor similar or akin to the Endorsement Products within the Territory as
mentioned in Clause 1.1.12.
3.1.19. In deference to Personality’s recognition as a well-known sports person and an
eminent public personality, COMPANY hereby agrees that it shall not make any
defamatory statement/insinuation regarding Personality and/or portray
Personality in a manner that is derogatory to Personality’s reputation and goodwill
or which is otherwise libelous in nature. This clause and the covenants hereof shall
survive the expiry or prior termination of this agreement as the case may be.
3.1.20. Personality hereby agrees that Personality shall not commit any act or make any
statement, which reflects unfavorably upon the reputation of COMPANY, denigrates
the Endorsement Products, and/or the business of COMPANY.
3.1.21. The Parties agree that in the event any claim is made by any third party, for any
reason whatsoever (except on grounds of Personality's proven default), against
Personality in respect of Personality's participation in the matter of advertising,
marketing, promoting or endorsing the Endorsement Products of the COMPANY
covered under this Agreement or by reason of Personality and/or his name being
associated with COMPANY or by reason of any consumer/purchaser suffering any
loss or damage by reason of any fault or negligence or deficiency or defect in the
Endorsement Products or of the COMPANY or in relation to the services rendered
by COMPANY, the COMPANY shall be fully responsible/liable for the same on all
accounts, including bearing all legal costs in defending such claim made against
Personality and/or in paying the amount or amounts awarded/decreed by any
Court or Tribunal or Authority. Likewise, in the event any claim is made by any
third party against COMPANY by reason of Personality's proven default pursuant to
this Agreement, Personality shall be fully responsible for the same on all accounts.
However, both parties shall mutually discuss and co-operate with each other in case

7
 of any claims made by any third party against each other while defending such
claims.
3.1.22. Personality shall not commit any act which may inhibit, restrict, or interfere with
the successful exploitation of Personality’s services as per the terms of this
Agreement.
3.1.23. Personality shall perform the Services specified in this Agreement to the best of his
skill and ability, in a professional manner. Personality shall accept all reasonable
directions, instructions and requirements of COMPANY in this regard and cooperate
in according his approval to the production schedule, which approval shall not be
unreasonably withheld.
3.1.24. The Parties hereto shall comply with all applicable laws, rules and regulations, as
maybe amended from time to time in relation to this Agreement.
3.1.25. COMPANY is not involved, directly or indirectly, in any business or commercial
activity which is prohibited by law or for which necessary, statutory permissions
have not been obtained;
3.1.26. Personality shall only endorse/participate in advertisements/promotions/
endorsements in relation to the Endorsement Products of COMPANY but shall not
and does not give any personal assurance or warranty or guarantee or pledge or
undertaking regarding the quality or specifications of such goods or services or their
fitness for any purpose whatsoever;
3.1.27. COMPANY agrees and acknowledges that the obligations and duties of Personality
under this agreement and the performances thereof hereunder are restricted only to
the Endorsement Products of the COMPANY. The scope of this contract and the
covenants to be performed by Personality and/or his duties and obligation under
this agreement and/or any related negative covenants contained in this agreement
do not extend to any other brand or product or services of the COMPANY save and
except the Endorsement Products.
3.1.28. Personality will be free to endorse all products and services of other business
entities and competitors except those products which are similar to or akin to the
Endorsement Products within the Territory. During the term of this agreement or
until prior termination hereof, whichever is earlier, Personality agrees to refrain
from endorsing or being associated as brand ambassador of products of competitors
which are similar to or akin to the Endorsement Products within the Territory.
Personality is free to Endorse or become Brand Ambassador or involve in promotion
and advertisement of similar or akin products and services to Endorsement
Products outside the mentioned territory of this agreement.
3.1.29. The parties agree that stamp duty, if applicable and payable on this agreement, shall
be borne and paid by COMPANY. Personality will not be responsible in any manner
for paying the stamp duty for this agreement, if applicable.
3.1.30. Notwithstanding anything contained herein, COMPANY agrees and undertakes that
upon expiry of the Cool Off Period or earlier termination pursuant to Clause 7 or
Clause 9, it shall immediately cease to use Personality's video and/or audio
recordings and other visual representation in any media whatsoever, including
publicly displaying, distributing or otherwise disclosing to any third party, any and
all photographs, portraits, caricatures, silhouettes, video and/or audio recordings
and any other visual representation of Personality as COMPANY may create during
the Term. However, the Parties acknowledge and are aware that COMPANY may not
have control over certain recordings and video/audio clips or photographs which
have been put out in the public domain and which may therefore continue to be
available or displayed beyond the Term or prior termination of this agreement, as
the case may be. COMPANY hereby agrees that in the event that any such
display/content is brought to its notice, it shall endeavour that such

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 displays/content and other circulations are removed within 7 (seven) days of receipt
of knowledge/notice in this regard.

4. GENERAL RIGHTS
3.1. Personality agrees and consents to COMPANY utilizing, within the Territory, the materials
produced by COMPANY based on the recordings/shoots made by utilizing his Committed
Days, as per the terms of this Agreement. Such use shall be made only through the existing
media including but not limited to television, cable/satellite beamed from India centric
satellites, cinema, press, magazines, radio etc. (hereinafter collectively referred to as media).
It is further clarified that materials produced by COMPANY intended to be distributed
through any alternate or new media (not in commercial use in India at present) will be
subject to the prior written approval of Personality. All Endorsements shall be marketed in
a manner that ensures that the Endorsements distributed over any media are encrypted,
secured, rights protected and further modifications are not permitted. Further COMPANY
shall ensure that Endorsements and /or promotional material featuring Personality shall
not be offered for sale/free distribution over the mobile, internet, digital space or any other
media if such images/video or audio clips of Personality have not been used in conjunction
with the Endorsement Products.
3.2. COMPANY agrees and guarantees that the material produced by the COMPANY and
approved by Personality, shall be used for promotion and marketing during the term and
Cool Off Period of the agreement (subject to earlier termination pursuant to clause 7 and/or
Clause 9) across major media as defined in Clause 4.1. The COMPANY assures to create
enough visibility, traction across major media using approved promotional material
produced by COMPANY featuring Personality. The visibility shall be through all major
media (as defined in Clause 4.1) in all level within the territory during the term of the
agreement.
3.3. COMPANY will keep notify Personality (and/or his team) (by email) on quarterly basis (i.e.,
in every 3 months from the date of execution of the agreement) on usage of promotional
material featuring Personality on various major marketing campaigns on preceding quarter
and also plans of usage of Promotional Material featuring Personality in the upcoming
quarter.
3.4. Subject to the limitations contained in this Agreement, all the material produced by
COMPANY based on the recordings made during the term shall become the sole and
exclusive property of COMPANY. COMPANY shall be entitled to use such material only
during the Term; only within the Territory and only for the purposes of marketing of the
Endorsement Products as per the terms of this Agreement.
3.5. Personality shall have no claims, rights or interest whatsoever in the material produced by
COMPANY based on the recordings/shoots made during the term or in any of the
recordings or other material created by utilizing his Committed Days as well as the
derivatives therefrom. All such materials as well as the copyright and other intellectual
property rights in such material shall exclusively vest in COMPANY, subject to the
limitations and restrictions contained in this agreement.
3.6. This agreement is executed by the Personality upon following the guidelines set forth by the
Advertising Standard Council of India (ASCI) and also following guidelines for Protection of
Misleading Advertisements and Endorsements for Misleading Advertisements, 2022 in terms
of Notification dated June 9, 2022 issued by the Central Consumer Protection Authority.
3.7. The Personality shall not hold liable or responsible for any message/action/display
published each broadcast of advertisements from any of the products of the body corporate
in terms of this agreement, if violates the guidelines of Advertising Standard Council of India
(ASCI) and Protection of Misleading Advertisements and Endorsements for Misleading
Advertisements, 2022 as mentioned hereinabove. In such case of any violation the
COMPANY shall remain hold and responsible for such acts and shall indemnify the
personality in respect thereto.

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3.8. COMPANY agrees that a standard disclaimer template shall be displayed with each & every
endorsed advertisement of the personality pertaining to any of the products of any of the
entities of COMPANY to be published and/or broadcast and/or display through any social
media which may exist at the time of display. The contents of such disclaimer templates
shall be approved by the Personality prior to commencement his first shoot and/or video
shooting for the advertisement of endorsed products of the COMPANY.

5. CONSIDERATION AND PAYMENT TERMS

In consideration of Personality providing and/or agreeing to provide the services as set out
in this agreement, COMPANY agrees to pay to Personality, a total sum of INR
3,25,00,000/-(Indian Rupees Three Crores and Twenty-Five Lacs only) for the Term of 2
(Two) years as the aggregate consideration in the manner hereunder provided. COMPANY
shall pay and bear all applicable Goods and Services Tax (GST) on the amount of the
consideration paid to Personality in accordance with the applicable rates. For avoidance of
doubt, ‘Date of Signing’ will be considered as the date of commencement of this agreement.

5.1. Break up of payment of the agreed consideration:

i. INR. 40,00,000/- (Rupees Forty Lakhs Only) plus applicable taxes shall be payable
on signing the agreement or before 1st October 2023
ii. INR 40,00,000/- (Rupees Forty Lakhs Only) plus applicable taxes shall be payable
before the 1st Utilization of the day or before 31st December 2023
iii. INR 40,00,000/- (Rupees Forty Lakhs Only) plus applicable taxes shall be payable
on completion of 6 months i.e., 1st April 2024 or on utilization of day 2
iv. INR 40,00,000/- (Rupees Forty Lakhs Only) plus applicable taxes shall be payable
on completion of 12 months or on Utilization of day 2
v. INR 80,00,000 (Rupees Eighty Lakhs only) plus applicable taxes shall be payable on
1st Jan 2025 or utilization of day 3
vi. INR 85,00,000 (Rupees Eighty-Five Lakhs only) plus applicable taxes shall be
payable on 1st July 2025 or utilization of day 4

5.2. Personality may, on the request of COMPANY and as and by way of abundant precaution
and for maintenance of his own records, raise e-invoices with requisite particulars in respect
of the payments agreed in this agreement as per the aforesaid break up, mentioning therein
the GST Registration No. on the e-invoice thereby enabling COMPANY to process the invoice
within the agreed due dates so as to avail any tax benefits as may be prescribed/applicable.
However, the liability and/or obligation of COMPANY to make payment shall arise on the
due dates for such payments notwithstanding non-receipt of any invoice from Personality.
Such obligation to pay Personality punctually on the due dates shall arise irrespective of
whether Personality raises such invoices and irrespective of the correctness of such
invoices.
5.3. The Parties hereby agree that payment of the Consideration shall be made directly by
RTGS/NEFT or any other allied/similar mode through normal banking channels to a
designated account of Personality standing in the name of ‘Sourav Ganguly’.
5.4. COMPANY hereby agrees that the component of Goods and Services Tax and/or Stamp
Duty to be paid on this agreement or on the Consideration shall be borne by COMPANY
alone. COMPANY shall pay the amount equivalent to the GST to Personality along with the
consideration being remitted and Personality shall ensure that the GST amounts are
submitted to the Government within time.
5.5. The Parties further agree that COMPANY shall be liable to pay all other taxes, save and
except the tax deducted at source (TDS), as applicable on account of the agreed
consideration such that (save & except TDS) Personality is not burdened with any
additional taxes, levies or charges.

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5.6. It is agreed and understood that time shall be of the essence insofar as it relates to the
payments required to be made under this clause by COMPANY to Personality in respect of
the agreed consideration.
5.7. COMPANY agrees that in case of COMPANY failing or neglecting to make timely payment of
any part or portion of the agreed consideration punctually and within the agreed due dates
for any reason whatsoever, COMPANY will be liable to pay interest on the defaulted amount
@18% per annum calculated on the amount outstanding from the due date of such payment
till the day of actual payment to Personality.
5.8. The Personality would like all the shoots and events to be conducted in the city of Kolkata
itself.
5.9. The Personality would require a team of entourage (hairstylist, costume designer, makeup
artist) for the shoots and events.
5.10. In case a shoot is organized outside Kolkata, Personality may require a team of entourage
not exceeding 4 members (hairstylist, costume designer, makeup artist) to travel over and
above the Companion. In such case, COMPANY shall arrange at their own cost return
economy class air ticket, accommodation in basic room category for each member of such
entourage team at the same hotel where Personality will stay, meal on Ala Carte basis and
a normal AC vehicle for transportation in such city.
5.11.For the personality we would require a business class return ticket. A suite room at a
prominent 5-star hotel of the choice of the personality along with a luxury car for the
personality.

6. COVENANTS AND WARRANTIES OF COMPANY:

6.1. COMPANY shall and do hereby indemnify Personality against any claim or loss or damages
occasioned or caused by any means whatsoever or howsoever to any third party (which shall
include, without limitation and by way of illustration, customers, clients, sponsors,
workmen, employees, suppliers, statutory authorities etc) due to any acts of omission or
commission or carelessness or negligence (whether wilful or otherwise) of the COMPANY
and/or their men/servants/agents/assigns/employees/workmen/staff and/or
representatives.
6.2. COMPANY shall not assign, encumber, transfer or otherwise deal with its rights under this
Agreement without the express written consent of Personality.
6.3. All liabilities, obligations and responsibilities of COMPANY in respect of its staff, workmen,
executives and other employees as well as with its contractors, sub-contractors, suppliers
and other third parties in connection with the manufacture, marketing or sale of the
Endorsement Products or otherwise shall be only of the COMPANY and shall be solely and
exclusively met by it and no liability, obligation or responsibility of whatsoever and
howsoever nature shall be borne by Personality in relation thereto or any matters
connected therewith or incidental thereto. Be it clearly understood that there shall be no
relationship of employer and employee between Personality and the COMPANY or between
Personality and the workmen; contract labour; employees; contractors; suppliers etc
engaged by the COMPANY. It will be the sole and absolute responsibility of the COMPANY to
make payment to its employees and labour/ workmen and to ensure compliance of all
applicable Labour and Corporate Laws. Personality shall not be responsible to pay any
compensation in any form whosoever to the employees; workmen; contract labour;
contractors; suppliers etc of the COMPANY and would not be responsible for providing any
employment to any of such employees and/or workers during the subsistence and or after
determination of this Agreement.
6.4. COMPANY shall be solely responsible for the manufacture, production, sale, advertising,
and distribution of the Endorsement Products as also their quality and specifications and
will bear all related costs associated therewith.

7. FORCE MAJEURE

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7.1. Neither Party shall be liable for any failure or delay in performance of any obligation, other
than the obligation of payment of money, under this Agreement to the extent that such
failure or delay is due to a Force Majeure Event. The Party having any such cause shall
promptly notify the other Parties in writing of the nature of such Force majeure event and
the expected delay. This clause shall come into operation only upon such notice being
received by the other party in writing.
7.2. If the Force Majeure Event as a result of which that Party is prevented from performing its
obligations continues beyond a period of 1 year of receipt of such notice, the Parties may
decide (other than the obligation of payment under clause 5 hereof) to release that Party
from performing its obligations hereunder or may modify the relevant provisions of this
Agreement affected by the Force Majeure Event so long as the Force Majeure Event
continues, in order to enable that Party to perform its obligations hereunder as so modified.
7.3. Notwithstanding anything contained in this Agreement, if by reason of the following causes
beyond Personality’s control and not included in Clause 7.1 above i.e.
7.3.1 illness, injury, disfigurement materially detracting from his appearance
and/or physical incapacity or
7.3.2 for any other cause, which would prevent Personality’s performance as a
matter of law
(Both being hereinafter referred as “Personality’s Disability”),
Personality is prevented or hampered from performing his obligations pursuant to this
Agreement then Personality shall be excused from his obligations for such time as
Personality’s Disability continues. COMPANY shall provide Personality a period of 6
months (180 days) to recover and perform his obligations as stated within in this
Agreement.
7.4. The Parties hereby agree that in the event that (i) Personality’s Disability is permanent or
lasts for a continuous period exceeding one hundred and eight days (180) days or (ii) the
Force Majeure Event lasts for a continuous period exceeding one hundred and eight days
(180) days, either of which makes Personality’s performance of his obligations under this
Agreement beyond the period of 180 days impossible, COMPANY shall have the right to
terminate this Agreement.
7.5. The Parties hereby agree that in the event of early termination of this Agreement in any year
of the Term due to Force Majeure Event or Personality’s Disability,
7.5.1 In Case of a Force Majeure event, Parties on mutual consent will make
themselves available for such number of days post term which was lost due to
the Force Majeure event.
7.5.2 In case of Personality’s permanent disability continuing more than 6 months,
the contract may be terminated by COMPANY on pro-rata payment till such
time.
7.6. Any loss or liability suffered by either Party due to Personality’s Disability or Force Majeure
shall not be considered a default/breach on the part of either Party pursuant to this
Agreement.

8. REPRESENTATIONS:
8.1 Each Party represents and warrants to the other Party that:
8.1.1 It has full power and authority to execute, deliver and perform this Agreement;
8.1.2 It has taken all necessary actions to authorize the execution, delivery and
performance of this Agreement;
8.1.3 This Agreement constitutes its legal, valid and binding obligation enforceable against
it in accordance with the terms hereof; and
8.1.4 This Agreement does not conflict with any of Personality’s existing contracts.
8.1.5 COMPANY further represents and warrants that
8.1.6 It owns and has a clear and unencumbered right and title to the Endorsement
Products;

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 8.1.7 The Business has a good and creditable standing; and
8.1.8 It has requisite valid statutory licenses/permissions for marketing and / or selling of
the Endorsement Products.

8.2 Personality represents and warrants to COMPANY that:

8.2.1 There are neither any contracts, agreements or understandings with anyone
restricting or preventing him from performing his obligations as set forth in this
Agreement nor any subsisting contracts, agreements or understandings of similar
nature with any other person in respect of any products competitive with the
Endorsement Products offered by COMPANY.
8.3 COMPANY agrees that Personality has made no additional expressed and/or implied
representations and warranties except as specifically set out hereinabove

9. TERMINATION
9.1 Personality shall have the right to terminate this Agreement with a written notice of 30
days to the COMPANY in the event of the occurrence of any of the following:

9.1.1 If COMPANY commits any material breach of this Agreement, including failure to
make timely or punctual payment of the Consideration or any part or portion thereof
to Personality pursuant to this Agreement;
9.1.2 Any act is done by COMPANY or its directors or promoters which proves to be
prejudicial to Personality’s reputation;
9.1.3 A money decree or an arbitral award is passed against the COMPANY or a CIRP
(corporate insolvency resolution process) is admitted against the COMPANY or any
related party of the COMPANY which proves to be prejudicial to Personality’s
reputation;
9.1.4 If COMPANY fails and/or neglects and/or refuses to perform any of its warranties or
undertakings or promises under this agreement;
9.1.5 If any steps are taken or legal proceedings are initiated by any third party against
the COMPANY for its winding up, dissolution or reorganization or for the
appointment of a Receiver, Administrator of similar officer or if the COMPANY seeks
a merger or amalgamation with any other organization which effects performance of
this Agreement;
9.1.6 If COMPANY fails to pay any tax, impost, levy, duty or other imposition or fails to
comply with any statutory duties, obligations, liabilities or formalities required to be
completed or performed or fulfilled in respect of the said business under the law
from time to time and such acts proves to be prejudicial to Personality’s reputation;
9.1.7 If there exist any circumstances, which in the sole opinion of Personality,
jeopardizes or prejudices or which may tend to jeopardize or prejudice the interest,
goodwill, reputation, status, stature or public image of Personality;
9.1.8 If the COMPANY takes any policy decision with regard to its own management and
administration or its allied activities which could, in the sole opinion of Personality,
have an adverse impact on his goodwill, reputation or credit in society;
9.1.9 If the COMPANY has its assets or undertakings or business (or any part thereof)
seized or expropriated or charged or frozen by the action of any Government or any
Statutory Authority or is a judgment debtor under a decree of any competent Indian
Court or an award debtor under any arbitral award which proves to be prejudicial to
Personality’s reputation;
9.1.10 If any of the promoters/directors of the COMPANY are accused of any criminal
charge brought against them in any criminal court in respect of any criminal offence
for which the prescribed statutory penalty contemplated under the concerned
statute includes imprisonment for any length of time, which proves to be prejudicial
to Personality’s reputation;

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9.2. Either party shall have the right to terminate this agreement with a written notice of 30
days to the other in the event of the occurrence of any of the following:
9.2.1 If the Parties or any of them fail(s) to perform or fulfill any of the covenants,
undertakings and obligations to be observed, performed and fulfilled on their part as
provided herein or neglects to perform or fulfill or defaults in the performance
thereof.
9.2.2 If any of the representations and warranties made by the Parties as herein
contained are found to be false and/or not in accordance with the true purport or
true reasonable and intended construction thereof.

9.3. On termination being effected by Personality as aforesaid, Personality shall be entitled,

inter alia:
9.3.1. To call upon the COMPANY to make payment to Personality all sums due (if any),
owing and payable under and in terms of this Agreement from the respective dates
of default and in such an event Personality shall be entitled to receive forthwith and
without demur all such dues owing and payable under and in terms of this
Agreement..
9.3.2. To forthwith withdraw all rights, permissions, privileges and benefits granted
hereunder in favour of the COMPANY. All Licenses and/or permissions granted to
the COMPANY shall forthwith cease and the COMPANY shall forthwith discontinue
the use of the name of Personality or his nickname, likeness, image, logo, insignia,
get up, voice and/or signature or any abbreviation of Personality as well as the
video and/or audio clips created during the term which may lead the public to
believe or otherwise convey an impression that Personality is in any way connected
with COMPANY or with Endorsement Products or any goods, products, operations,
business or trade carried on by the COMPANY or that Personality continues to
endorse or advertise the Endorsement Products. The COMPANY shall also not,
directly or indirectly, use any trademark, mark, logo, device in relation to the
Endorsement Products in any language or script or form which is identical or
similar to, or a transliteration of the name, nickname, likeness, image, logo, insignia,
get up, initials, voice, and or signature of Personality or any abbreviation of
Personality in any aspect or manner whatsoever whether in connection with the
Endorsement Products or otherwise.

9.4. Each of the above remedies shall be in addition to the other and be applied and enforced
cumulatively and simultaneously.
9.5. The right of Personality to terminate this Agreement and its consequences shall be
without prejudice to all other rights and remedies that he may have in law.
9.6. Any relaxation, indulgence or concession in relation to any of the above matters granted
or made by Personality shall not in any way prejudice the rights of Personality under
this Agreement to terminate this Agreement. The failure on the part of Personality to
insist upon the punctual performance of any of the obligations of the COMPANY
hereunder or failure of Personality to exercise any right or remedy available to him in this
Agreement or any extension or forbearance or indulgence given by Personality, including
in connection with the payment of the agreed consideration shall not constitute a waiver
by Personality and shall not prejudice the rights of Personality under this Agreement
against the COMPANY.
9.7. Time shall be of the essence of this Agreement in so far as it relates the observance and
performance by the COMPANY of all and/or any of its obligations and covenants
hereunder including the payment of the agreed consideration to Personality in the
manner described hereinbefore.
9.8. In the event, Personality terminates this Agreement in terms of Clause 9.1 above,
COMPANY shall, in addition to its other liabilities and undertakings as aforesaid, also be

14
 obliged to pay to Personality the entire remaining/balance amount (if any) of the
aggregate consideration (as defined in Clause 5.1) that would have remained outstanding
as on the date of such early termination towards and as compensation for the loss and/or
damage occasioned to Personality as a direct consequence of such termination. For the
avoidance of doubts, it is clarified that the amount payable to Personality by COMPANY
as compensation in the event of termination under this clause shall be the amount lying
in balance after deducting the total amount which ought to have been paid by COMPANY
to Personality till the termination of this agreement from the aggregate Consideration
that would have been payable to Personality during the entire natural term of this
agreement. COMPANY acknowledge and confirm that by virtue of having entered into this
contract, Personality could not enter into other lucrative contracts of a similar nature in
respect of products similar to the Endorsement Products for the term of this contract. It is
also accepted by the Parties that in the event of this Agreement being terminated by
Personality on any of the grounds set out in Clause 9.1 above, Personality would suffer
pecuniary loss and damage by way of loss of profit to an extent of not less than the
aggregate amount which the COMPANY would have paid Personality for the balance of
the term of the Agreement, had this Agreement not been terminated. In such
circumstances, it is agreed and understood that in the event of this Agreement being
terminated by Personality on any of the grounds set out in Clause 9.1 above, Personality
would be entitled, by way of a reasonable compensation and as a genuine pre estimate of
damages, an amount equivalent to the aggregate amount of the consideration which the
COMPANY would have paid Personality for the balance period of the Agreement, had the
Agreement not been terminated.
9.9. COMPANY shall have the right to terminate this Agreement by a written notice of 30 days to
Personality, in the event of the occurrence of:

9.9.1. In the circumstances as set out in Clause 7.3 above;

9.9.2. In the event the Personality has conducted himself in a manner that materially
and substantially offends against decency or morality or Personality is convicted
by any Court of law for an offence involving moral turpitude or if Personality
commits any act/s which prejudices or damages the reputation of COMPANY in
any manner whatsoever.
9.10. Upon termination, COMPANY shall (in addition to the above) forthwith without demand or
demur cease to use or exploit or hold itself out as having any rights over or to use or
exploit any symbols, slogans, insignia, name, nickname, likeliness, image, logo, get-up,
initials, signature or photos or audio/video clips of Personality or any other advertising
material associated with Personality and discontinue the use of the name of Personality
or his nickname, likeness, image, logo, insignia, get up, voice and/or signature or any
abbreviation of SG as well as the video and/or audio clips created during the term which
may lead the public to believe or otherwise convey an impression that Personality is in
any way connected with COMPANY or with the Endorsement Products or any goods,
products, operations, business or trade carried on by the COMPANY or that Personality
continues to endorse or advertise the Endorsement Products.
9.11. In No circumstances Personality is obligated to refund/return consideration either in
part or full which is received from COMPANY under of this Agreement.

10. DUTY TO ACT IN GOOD FAITH

10.1. In performing their respective duties and obligations under this Agreement, the Parties
shall at all times:
(i) Act in good faith towards each other.
(ii) Adhere to and implement all reasonable instructions and requests of each other with
regard to the manner of giving effect to this agreement.

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 iii) Co-operate and work closely with each other in ensuring that the brand image, status and
dignity of Personality is not in any way adversely affected.

11. CONFIDENTIALITY
11.1. Each party shall treat all confidential information received by it from the other party as
secret and confidential and take all necessary steps to preserve such confidentiality. Neither
party shall use any confidential information other than for the purpose of performing their
respective obligations under this Agreement and, in particular, shall not use or seek to use
such confidential information to obtain (whether directly or indirectly) any commercial,
trading or other advantage (whether tangible or intangible) over the disclosing party. Neither
party shall be entitled to disclose any such confidential information to anyone without prior
written consent of the disclosing party.
11.2. Any information, which is not publicly available and is provided by one Party to the other
Party for the purpose of implementing this Agreement, shall not be disclosed by the
receiving Party to any third party without the prior written consent of the other Party.
11.3. COMPANY hereby agrees and undertakes that, save in accordance with the terms of this
Agreement and with the exception of any agency or production house critical in its
marketing and/or promotion of the Endorsement Products, it shall not provide or disclose
to any third party, without prior approval of Personality, video and/or audio recordings or
any other visual representation of Personality that COMPANY may create during the Term.
11.4. The obligations of the Parties herein with regard to confidentiality and confidential
information that may be acquired by either party shall continue not only without limit in
time but also notwithstanding termination of this Agreement.

12. Notices
12.1 All notices given pursuant to this Agreement, shall be in writing and shall be deemed to be
served as follows:
i. In the case of any notice delivered by hand, when so delivered;
ii. If sent by pre-paid post or courier, on the third clear day after the date of
posting;
iii. If sent by e-mail, 24 hours after the mail is sent by either Party to the other
Party at the following respective addresses.
12.2 Notice sent by hand-delivery, pre-paid post or courier shall be sent to the following
addresses:

To Personality at:
Address: 2/6 Biren Roy Road (East); Kolkata 700008
E-mail id: [email protected]
[email protected]

To COMPANY at:
Name of the person concerned: Mr. Rajeev John
Address: 8/3, Asaf Ali Road, New Delhi – 110002 and Corporate Office at Dabur Corporate Office,
Kaushambi, Ghaziabad, Uttar Pradesh - 201010
Phone: +91 96500 29080
Email ID: [email protected]

Note: Provided that either Party may change the above-mentioned details only by a notice in
writing to the other Party.

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13. ARBITRATION
13.1 All disputes and differences, claims, questions, matters and issues howsoever arising out
of or in connection with or in relation to this agreement including the interpretation of the
terms and conditions hereof shall be referred to the arbitration of a sole arbitrator. The
arbitration shall, in all matters, be governed by the Arbitration and Conciliation Act, 1996.
13.2 The designated seat of arbitration shall be in Kolkata, India. The language to be used in
the arbitration proceedings shall be English.
13.3 The award of the arbitration proceedings will be final and binding on all Parties to the
Agreement

14. GOVERNING LAW & JURISDICTION

14.1 This Agreement shall, in all respects, be governed by and construed in all respects in
accordance with the laws of India.
14.2 The Parties agree to submit to the exclusive jurisdiction of the Hon’ble High Court at
Calcutta in connection with any dispute arising out of or in connection with this
Agreement.

15. MISCELLANEOUS
15.1 Entire Agreement: This Agreement contains the entire agreement between the Parties
hereto with respect to the subject matter hereof and all matters contemplated hereby
and supersedes any and all oral representations and statements by either Party or any
prior agreement between the Parties.
15.2 Amendment: This Agreement may not be changed, modified or amended except by
written amendment signed by all Parties hereto.
15.3 Severability: If any provision of this Agreement is held to be invalid, unenforceable or
prohibited by law, this Agreement shall be considered divisible as to such provision and
such provision shall be inoperative and shall not be part of the consideration moving
from either Party hereto to the other, and the remainder of this Agreement shall be valid,
binding and of like effect as though such provision was not included herein.
15.4 Waiver: The failure at any time of either Party to demand strict performance by the other
of any of the terms, covenants or conditions set forth herein shall not be construed as a
waiver or relinquishment thereof, and either party may, at any time, demand strict and
complete performance by the other of such terms, covenants and conditions.
15.5 Assignment: None of the Parties shall have any right to assign, transfer, alienate,
encumber or hypothecate any of its rights or obligations hereunder without the express
prior written consent of the other Party.

IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the date first
above written.

For PERSONALITY Witness 1:

_________________________ ________________________
Mr. Sourav Ganguly

For COMPANY Witness 2:

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_________________________ _________________________
Name: Mr. Rajeev John
Designation: Vice President Marketing

Date: Place: Eden Gardens, Kolkata

ANNEXURE – 1

Services of Sourav Ganguly shall be utilized for promotion and marketing of the following
products under the brand name of Dabur India:

1. Dabur Chyawanprash
2. Dabur Honey
3. Dabur Glucose

For the sake of clarity, Sourav Ganguly will only endorse the above products and will be
exclusive to the company during the terms of agreement. Sourav Ganguly is free to endorse any
other products of any other company (including competitors) except for 3 (three) products (also
known as endorsement product in this agreement) mentioned above during the terms of the
agreement irrespective of such products being manufactured by the company or not.

Sourav Ganguly shall also be free to endorse above mentioned 3(three) products (also known as
endorsement product in this agreement) outside the terms of the agreement except in case of
renewal of the agreement on mutual approval upon completion of the agreement.

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