1. Scope of Services:
The Agency shall provide the services expressly set forth in the Statement of Work ("SOW") annexed hereto or as otherwise agreed in writing. Any services not expressly stated shall be deemed outside the scope and shall require a separate agreement or an amendment to the existing SOW.
2. Confidentiality and Non-Disclosure:
Each Party agrees to maintain in strict confidence all proprietary and confidential information disclosed by the other Party, whether oral, written, or otherwise recorded, including without limitation trade secrets, business strategies, marketing plans, and client data (“Confidential Information”). Such obligations shall survive the termination of this Agreement for a period of
three (3) years.
3. Intellectual Property Rights:
Unless otherwise agreed in writing, all intellectual property, including but not limited to copyrights, trademarks, designs, concepts, and materials created by the Agency in the course of providing services, shall remain the exclusive property of the Agency until full and final payment is received. Upon such payment, the Client shall acquire a non-exclusive, nontransferable
license to use such deliverables solely for the intended purpose.
4. Fees, Invoicing, and Late Payment:
All fees shall be invoiced as per the agreed schedule and shall be payable within [15/30] days from the date of invoice. Any delay in payment beyond the due date shall attract interest at the rate of [1.5%] per month or the maximum rate permitted under applicable law, whichever is lower. The Agency reserves the right to suspend or terminate services in the event of nonpayment.
5. Revisions and Client Feedback:
The Client shall be entitled to a maximum of [two/three] rounds of revisions per deliverable. All revision requests must be submitted within [5] business days of receipt of the draft deliverable. Additional revisions shall be billed separately at the Agency’s prevailing hourly rates.
6. Termination and Consequences Thereof:
Either Party may terminate this Agreement upon thirty (30) days’ prior written notice. Upon termination, the Client shall pay for all services rendered and expenses incurred up to the effective date of termination. All intellectual property rights in deliverables shall remain with the Agency unless full payment is made.
7. Communication and Authorised Representatives:
Each Party shall designate one or more representatives authorized to provide approvals, make requests, and receive notifications. The Agency shall not be liable for any delays or errors caused by instructions or approvals received from unauthorized personnel.
8. Performance Metrics and Reporting:
Where applicable, performance of marketing campaigns shall be evaluated based on mutually agreed key performance indicators (KPIs), and reports shall be provided at intervals agreed upon in the SOW. The Agency makes no guarantees of specific outcomes unless expressly guaranteed in writing.
9. Client Obligations:
The Client shall cooperate in good faith with the Agency, including timely provision of brand guidelines, creative assets, platform access, and necessary information. Failure to do so shall entitle the Agency to adjust timelines and fees accordingly
10. Limitation of Liability:
The Agency’s total aggregate liability for any claims arising out of or in connection with this Agreement shall not exceed the total fees paid by the Client in the three (3) months preceding the event giving rise to such liability. In no event shall the Agency be liable for indirect, incidental, or consequential damages, including loss of profit, data, or business opportunities.
11. Governing Law and Jurisdiction:
This Agreement shall be governed by and construed in accordance with the laws of India. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Delhi.
