MoU/AGREEMENT BETWEEN MAHITECH CMS

PVT. LTD. AND ROY FILM AND ENTERTAINMENT

MEMORANDUM OF UNDERSTANDING

This instant Memorandum of Understanding (Also referred as Agreement) is

signed and executed on ________ at Ghaziabad, Uttar Pradesh.

BETWEEN

MAHITECH CMS PRIVATE LIMITED, a company incorporated and registered

under Companies Act, 2013, bearing CIN No. U74999UP2021PTC156527
having its registered address 206/8, PLOT NO 2 3 4 and 5 Ambuj City
Behrampur Ghaziabad UP 201009 IN, through its Director/Authorised
Representative
Sumeet Kumar duly authorized and constituted vide resolution passed by the
Board of Directors, hereinafter referred to as the "First Party,"

AND

ROY FILM AND ENTERTAINMENT, a Proprietorship firm bearing GSTIN: ____

having its registered address B-40, DSIDC Complex, Kirti Nagar, West Delhi,
New Delhi-110015, through its Proprietor Mr. Manmohan Sharma, hereinafter
referred to as the "Second Party,"

1. BACKGROUND
1.1. That the First Party is in the process of providing social media/content
related services including but related to queries management,
monetization and support and the Second Party has agreed to avail such
services as offered by the First Party which shall be chargeable i.e.,
against a consideration.

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2. OBJECTIVES
2.1. That the Parties shall endeavor to hold and work together for the
smooth processing of work and services as offered by the First Party to
the Second Party. Thus, both the parties hereto entering into this
instant agreement are willing to bind themselves with the provision of
the same.

3. SERVICES
3.1. That the First Party will help the second party to shoot the videos and
provide the content related services including but related to queries
management, monetization and support further utilizing the distribution
network which includes licensing professionals around the globe
including but not limited to Facebook Post, Associated Press, Instagram
and News Portal.

3.2. That the Second Party adheres to upload original content on its own
Facebook page including but not limited to video content, music content
and other form of original content which can be displayed upon the
Facebook page. In pursuance to such uploads, the Second Party will
allow the First Party to manage/operate its Facebook page wherein the
First Party will then provide its content related services and support.

3.3. That the Second Party will provide the full control of the Facebook page
to the First Party and further affirms that under no circumstances will
hinder the management/working of the First Party. However, the Second
Party Shall have the ultimate ownership rights over the said
page/content and the First Party will never dispute the ownership of the
said page/content.

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3.4. That the Second Party affirms that it will upload its own original content
on the Facebook page which shall then be added to the extensive video
library of the Second Party and the same would be accessible to
professionals from advertising, media and other agencies. It shall be the
sole responsibility of the Second Party to upload the content under the
FAIR USAGE POLICY. Furthermore, the first party will not be responsible
to review and check either the originality or whether it’s under FAIR
USAGE POLICY.

3.5. That the First Party would not be liable to provide any additional
services except mentioned hereinbefore. However, any services and
assistance excluding as mentioned in this instant document would be
subject to charges/fees as the case may be.

4. TERMS OF COST & OTHER CHARGES:

4.1. The both the Parties herein decided and agreed that the
consideration shall be 30% commission of the pay-out if Total
Revenue from a Platform is less than 15k $ (profit accrued by the
Second Party on Digital Platforms) which shall be payable to the
First Party by the Second Party to the First Party. That the Second
Party will have to adhere with the all the terms and conditions as
mentioned in the instant Agreement/MoU.

4.1. The both the Parties herein decided and agreed that the
consideration shall be 25% commission of the pay-out if Total
Revenue from a Platform exceeds 15k $ (profit accrued by the
Second Party on Digital Platforms) which shall be payable to the
First Party by the Second Party to the First Party. That the Second
Party will have to adhere with the all the terms and conditions as
mentioned in the instant Agreement/MoU.
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4.2. The both the Parties herein decided and agreed that the
consideration shall be 20% commission of the pay-out if Total
Revenue from a Platform is less than 50k $ (profit accrued by the
Second Party on Digital Platforms) which shall be payable to the
First Party by the Second Party to the First Party. That the Second
Party will have to adhere with the all the terms and conditions as
mentioned in the instant Agreement/MoU.

4.3. That the Second Party shall make the payment of the
abovementioned commission within 5 days of receiving the pay-
out (profit) from All Platforms. Furthermore, both the Parties agree
that this 15% commission will be including TDS.

4.4. That both the Parties agree and affirm that this commission
shall be calculated upon the total pay-out (profit) released by
Respective Platform in the Account of the Second Party. Further,
both the parties have agreed that under no circumstances the
commission will be calculated on the user panel (which is an
estimate of the total profit given by Facebook) and will always be
calculated on the pay-out panel (actual profit/income derived
through the Platform).

4.5. The second party will be responsible for the accommodation,

food and transportation expenses of the first party during the
shoot.

5. WARRANTIES AND COVENANTS OF THE PARTIES

5.1. That First Party represents and warrants to the Second Party as follows:

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a. That the First Party confirms and acknowledges its

responsibility for providing all the services as mentioned in this
instant document subject to the payment clause.
b. That the First Party hereto undertakes to remain bound by the
terms set out in this Agreement and shall abide by the same
without in any manner disputing the same.
c. That the First Party undertakes to protect the original content
as uploaded by the Second Party and put Copyright marks on
them. Further, the First Party affirms to protect the interest of
the Second Party by issuing take down notices to any Third
Party who are using the above-mentioned content.

5.2. That the Second Party represents and warrants to the First Party as
follows: -
a. That the Second Party undertakes that it will not post any
content which contravenes the Prohibited Content rules as
follows: (i) Illegal items, illegal services and/or items which
encourage or facilitate illegal activity; Depictions of graphic or
grate- Itou’s violence; (ii) obscene or offensive material
including but not limited to any and all pornography, offers or
solicit- ton of prostitution, escort services or sexual services of
any kind and nude images; (iii) any content which is harmful
to minors including any child sexual abuse imagery (including
cartoons) and any content that presents children in a sexual-
iced manner; (iv) content which harasses, bullies or condones
violence against individuals or groups based on race or ethnic
origin, religion, disability, gender, age, nationality, or sexual
orientation/gender identity, or whose primary purpose is
inciting hatred on the basis of these core characteristics; (v)
any unsolicited messages, or Custom Content to recipients
who have not requested or opted-in to receive such
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notifications; or (vi) content which promotes regulated goods

and services, including but not limited to alcohol, gam- bling,
pharmaceuticals, tobacco, fireworks, weapons, or
health/medical devices.

b. That the Second Party acknowledges the fact that it shall be

solely responsible for any copyright claim and it will not blame
the First Party for any such claim. Furthermore, the Second
Party agrees and affirms the fact that there will be a 30%
service charge chargeable by Facebook and under no
circumstances the First Party shall be liable for such charge.

c. That the Second Party agrees and acknowledges that under no

circumstances the Second Party will appoint any third party
for any related services as mentioned in this instant agreement
for the whole tenure i.e., 5 years.

d. The Second Party shall adhere with the strict timelines as to

the payment of commission arising out of the payout of profit
by Facebook.

e. The Second Party will co-operate with the First Party while
availing the services as provided by the First Party and affirms
to provide any assistance or information as may reasonably be
required by the Frist Party to fulfil its obligations under the
Agreement.

f. The Second Party Indemnify, save and hold harmless the First
Party from any and all damages, liabilities, costs, losses or
expenses caused by the usage of the duplicate work or arising
out of any Copyright claim,

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g. That the Second Party hereto undertake to remain bound by

the terms set out in this Agreement and shall abide by the
same without in any manner disputing the same.

h. That the Second Party would be solely responsible for fulfilling

necessary regulatory requirement as per their law of the land.

6. LIABILITY/INDEMNITY: -
6.1. That the Second Party will solely be responsible for the uploading any
content which belongs to any Third Party and shall be liable to bear the
cost/damage/expenses for the same on its own.

6.2. The First Party shall not in any circumstances have any liability for any
losses or damages which may be suffered by the Second Party or any
third Party, the same are suffered directly or indirectly or are immediate
or consequential, and whether the same arise in contract, tort (including
negligence) or otherwise howsoever.

6.3. That in no event will the First Party be liable to the Second Party or any
third party for any damage, loss or injury resulting from hacking,
tampering, loss of data, virus transmission or other unauthorized access
or use of the services, client’s account, or any information contained
therein.

6.4. That the First Party would not be liable for any loss, error, damage.
Injury from hacking, tampering, virus transmission or any other
discrepancy once the said Software Technology and its source code is
transferred to the Second Party.

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7. DURATION: -
7.1. That this instant agreement shall came into force from the date of
signing and executing by both the parties, and it shall remain into force
for a period of 5 years from the date of signing of this Agreement/MoU.

8. TERMINATION: -

8.1. That the Second Party agrees and undertakes that it cannot terminate
this MoU/Agreement for the whole tenure i.e., 5 years.

8.2. That the First Party can terminate this agreement after providing a
written notice to the Second Party.

8.3. That the written notice mentioned in clause (8.2) shall be served by
properly mentioning the reason for termination and also by providing 7
days’ time to the Second Party to resolve the grievance of the First Party.
Thus, if the Second Party fails to resolve the issue, then the First Party
will be at liberty to terminate this agreement by serving Termination
Letter. Also, the said agreement shall be terminated with immediate
effect after the issuance of the notice mentioned in this instant clause.

8.4. That on termination of this instant document by the First Party, the
Second Party will not be entitled to claim any money whatsoever given to
the First Party under this agreement. Hence, the fees/charges paid are
non-refundable in all circumstances.

9. ARBITRATION/MEDIATION DISPUTE RESOLUTION

9.1. The Parties to this Memorandum of Understanding agree that should
any dispute arise through any aspect of this relationship, including, but
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not limited to, any matters, disputes or claims, the parties shall confer
in good faith to promptly resolve any dispute. In the event that the
parties are unable to resolve the issue or dispute between them, then the
matter shall be referred for arbitration in an attempt to resolve any and
all issues between the parties. Further, the Sole Arbitrator shall be
appointed by the First Party and the said proceedings shall be govern in
accordance with the Arbitration and Conciliation Act.

9.2. The parties agree that any claim or dispute that arises from for through
this agreement, the relationship or obligations contemplated or outlined
within this agreement, if not resolved through mediation, shall then go
to and be resolved through final and binding arbitration. The venue of
the Arbitration proceeding shall be at Ghaziabad, Uttar Pradesh. Any
decision reached by the Arbitrator shall be final and binding and, if
required, may be entered as a judgment in any court having jurisdiction.

9.3. In the event that any court having jurisdiction should determine that
any portion of this Agreement to be invalid or unenforceable, only that
portion shall be deemed invalid and not effective, while the balance of
this Agreement shall remain in full effect and enforceable. This
Agreement shall be interpreted and governed by and in accordance with
the Arbitration and Conciliation Act.

10. NOTICE:-
10.1. Unless otherwise stated, any notice or other communication of like
nature that may be given by one Party to the other shall always be in
writing and may be given by email and by personal delivery or by
sending the same by pre-paid registered mail addressed to the relevant
Party at its address stated below (or such other address as the addressee
has by 5 days' prior written notice specified to the other Party):-

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A. First Party:- 206/8, PLOT NO 2 3 4 and 5 Ambuj City Behrampur

Ghaziabad UP 201009 IN
B. Second Party:- B-40, DSIDC Complex, Kirti Nagar, West Delhi, New
Delhi-110015

11. GOVERNING LAW:-

11.1. This Memorandum of Understanding shall be governed by and
construed in accordance with the laws of the Country of India.

12. SEVERABILITY: -
12.1. The Parties agree that the covenants, obligations and restrictions in
this Agreement are reasonable in all circumstances. If any provision of
this Agreement is held to be illegal, invalid, or unenforceable under any
law, (i) such provision shall be fully severable; (ii) this Agreement shall
be construed and enforced as if such illegal, invalid, or unenforceable
provision had never comprised a part hereof; (iii) the remaining
provisions of this Agreement shall remain in full force and effect and
shall not be affected by the illegal, invalid, or unenforceable provision or
by its severance here from; and (iv) in lieu of such illegal, invalid, or
unenforceable provision, there shall be added automatically as a part of
this Agreement a legal, valid, and enforceable provision as similar in
terms and effect to such illegal, invalid, or unenforceable provision as
may be possible.

13. COUNTERPARTS
13.1. This Agreement may be entered into in any number of counterparts,
all of which taken together shall constitute one and the same
instrument. The Parties may enter into this Agreement by signing any
such counterpart.

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14. ENTIRETY
14.1. This Agreement contains the whole agreement between all the parties
in relation to the transactions contemplated by this Agreement and
supersedes all previous agreements in relation to same between both the
Parties

15. HEADINGS
15.1. The headings herein are given for the sake of convenience and ease of
reference only and they do not in any way govern or affect the
interpretation or meaning thereof of the respective clauses.

16. WAIVER
16.1. 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 preclude or restrict the further
exercise of that or any other right or remedy. No single or partial exercise
of such right or remedy shall preclude or restrict the further exercise of
that or any other right or remedy.

17. ASSIGNMENT
17.1. Neither party to this Memorandum of Understanding may assign or
transfer the responsibilities or agreement made herein without the prior
written consent of the non-assigning party, which approval shall not be
unreasonably withheld.

18. ENTIRE UNDERSTANDING

18.1. The herein contained Memorandum of Understanding constitutes the
entire understanding of the Parties pertaining to all matters

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contemplated hereunder at this time. The Parties signing this MOU

desire or intend that any implementing contract, license, or other
agreement entered into between the Parties subsequent hereto shall
supersede and preempt any conflicting provision of this Memorandum of
Understanding whether written or oral.

NOW THEREFORE THESE PRESENT WITNESSES AND IT IS HEREBY MUTUALLY

AGREED TO BY AND BETWEEN THE PARTIES AND BOTH THE PARTIES
INTENDING TO BE LEGALLY BOUND HEREBY AS AGREES HEREINABOVE;
THUS, THE PARTIES HAVE HEREUNTO AND TO THE COUNTERPART HEREOF,
SET AND SUBSCRIBED THEIR RESPECTIVE HANDS ON THIS __ DAY OF
SEPTEMBER OF 2022.

MAHITECH CMS ROY FILM AND ENTERTAINMENT

(FIRST PARTY) (SECOND PARTY)

WITNESSES: -

1. ________________________
2. ________________________

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