Service Agreement

Social Media & Online Reputation Management Requirements of

IT-ITeS Sector Skills Council NASSCOM

This Agreement has been made and agreed upon between the Parties mentioned below, signed on the 31 st
day of the month of October, in the year 2018.

BETWEEN

National Association of Software and Service Companies (NASSCOM) having its head office at the
NASSCOM Plots 7-10, Sector 126, Noida, Uttar Pradesh – 201303, India (hereinafter called ”NASSCOM/SSC
NASSCOM or First Party”), represented by its President , which expression shall, where the context so admits,
be deemed to include its successors, executors and administrators of the ONE PART

AND

Advel Communications Private Limited having its head office at 14/8 Classic House, Doctors Lane, Gole
Market New Delhi - 110001 represented by its Director (hereinafter referred to as “Advel”/Second Party ”)
which expression shall unless repugnant to the context or meaning thereof, include its successor in office, legal
representatives and permitted assigns of the SECOND PART

Background and Purpose

The primary mandate of NASSCOM in its current role as the Sector Skills Council (SSC) for the IT-ITeS
sector in India has been to create and refurbish occupational standards as required and provide skill
development training programs and certification for jobs at the entry level in the IT/ITeS sector. The
development and upkeep of the relevance of occupational standards reflects the industry’s ‘Talent Demand –
Supply’ ecosystem and is operationalized based on its WFMIS (Work force Market Intelligence System). In the
context of the digital revolution, NASSCOM’s mandate has been expanded to reskilling and retooling the middle
and leadership levels—both within the IT-ITeS industry and end-user industries—in order to make them
relevant to new-age jobs.

Success for NASSCOM in its role as an SSC depends on how deeply it is entrenched in the growth story of the IT-
ITeS industry going forward, and the ways in which it can create a meaningful impact in the short, medium and long
term with key stakeholders. To ensure long term sustenance, NASSCOM in its avatar as an SSC has to come up
with various engagement models and options to drive outreach to all key stakeholders of country’s Skilling

1
ecosystem w.r.t. IT-ITeS sector and keep them updated with various initiatives and actions of SSC NASSCOM in
Skilling at Scale

Towards this end, NASSCOM/SSC NASSCOM desires to engage a social media agency ‘Advel’ that can help
create and maintain relationships with its key stakeholders through online conversations, provide end-to-end
services, from digital strategy, to influencer outreach, and building and managing communities on social media,
through an integrated digital and social media development framework. the team was looking at an agency that can
deliver holistic solutions – geared towards impactful results – that’s in line with our mission and vision.

Advel has agreed to design and develop address social media & online reputation management requirements
of IT-ITeS Sector Skills Council NASSCOM;

WHEREAS, IT-ITeS Sector Skills Council NASSCOM (SSC NASSCOM) the skill standard setting body of the IT-
BPM Industry which is an integral part of NASSCOM is the education and skill development initiative of NASSCOM;
works with its industry members and select academic and skill development institutions to help improve the quality
and quantity of the employable workforce available to this industry and certify competency regarding the same.
FutureSkills a NASSCOM/SSC NASSCOM project is an industry utility to get India started/accelerated on the
journey to building skills and becoming the global hub for talent in the emerging technologies.

AND WHEREAS, Advel has expressed its interest and represents that it is competent to provide the services as
detailed in under Scope of Work to this Agreement;

AND WHEREAS, based on the representations of Advel, the NASSCOM/SSC NASSCOM desires to avail of the
services of the Advel on a non-exclusive basis in accordance to the terms and conditions stated herein.

NASSCOM and Advel will hence forth be referred to independently as ‘NASSCOM/SSC NASSCOM or First Party
and ‘Advel’ /Second Party respectively and collectively as the ‘Parties’.

NOW THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the
parties have agreed and do agree as follows:

***

THIS AGREEMENT WITNESSED AND THE PARTIES HERETO AGREE TO AS FOLLOWS:

A. Objective

2
In consideration of the ‘Background and Purpose’ articulated the objective is to address social media & online
reputation management requirements of IT-ITeS Sector Skills Council NASSCOM

B. SOW

B-I Strengthen Social Media Presence, Awareness, Engagement and Reputation Management

1. Design, build and execute a social media strategy lined on the strategic priorities of SSC/FutureSkills
through competitive research, platform determination, benchmarking, messaging and audience
identification
2. Conducting an in-depth study of the present official/unofficial presence of SSC/FutureSkills on Social
Media and relevant platforms across the web
3. Curate, and manage all published content - news on partnerships, announcements across all
SSC/FutureSkills Accounts/Handles /Channels on Twitter, Linkedin, Facebook, YouTube, Instagram,
etc. and 3 additional social media platforms which may emerge within the contract period
4. Visibility to our partners/clients through various campaigns and posts/activities

B-II Content

1. Create content and publish relevant blog spot and forums having participation of targeted audience
(existing and potential customers, stakeholders, etc.)
2. Content Marketing of SSC/FutureSkills Research Publications with SEO, SEM
3. Content Curation and video dissemination

B-III Drive Positive Perception

1. Create a strong voice with influencers to endorse the work undertaken by SSC/FutureSkills -Online
Amplification and Social Media Campaigns (Online and Mobile)

B-IV Elevate Executive/Leadership Profiles

1. Establish Executive Leadership as Thought Leaders in Social Media

2. Organize interviews for Leadership Team of SSC/FutureSkills across leading online publications and
channels regionally
3. Provide training, and capacity building of the SSC/FutureSkills team on handling and managing social
media

C. Role and Responsibilities of Advel w.r.t. SOW

The Second Party/Advel is the implementing organization and will be responsible for the activities and the
deliverables thereof, but not limited to the following indicated below, in consultation with key stakeholders from
related industries:

3
 1. The Second Party/Advel will appoint a dedicated operator for the same who will be responsible to
coordinate and oversee the overall development and delivery of the related activities and deliverables
indicated in the following points

2. Strengthen Social Media Presence, Awareness, Engagement and Reputation Management

3. Drive Positive Perception

4. Elevate Executive/Leadership Profiles

D. Role & Responsibility of the NASSCOM/SSC NASSCOM

1. Allocate a Single Point of Contact (SPoC): NASSCOM/SSC NASSCOM will designate an individual who
will be responsible to oversee the overall development and delivery of the related activities and deliverables
indicated in the following points

Provide the required inputs in terms of content and insights related to various SSC NASSCOM initiatives.

E. Financial Terms

NASSCOM /SSC NASSCOM shall make payments as per the deliverables below:

Details of the split recommended in the SLA addressing the scope of work:

ACTIVITY UNIT DELIVERABLES

PLANNING & STRATEGY
Message Work on the core communications & messages for the respective social platforms along
1
Development with content calendar
A quarterly campaign (one each for the two properties) that cuts across social media
platforms and content formats. Adwel to provide with the strategy, thought process and
methodology for these campaigns, execute the campaigns on owned channels.
Quarter
4 NASSCOM FutureSkills (Facebook, Twitter, LinkedIn & Instagram)
Campaigns
SSC NASSCOM - Skilling at Scale (Facebook, Twitter, Instagram & LinkedIn)
with every platform to have a specific objective and messaging
DIGITAL MANDATE
For NASSCOM FutureSkills:
Develop 1 Content Calendar per week or month. Each calendar consists of:
- Facebook (3 posts per week: 12 posts in a month)
- Twitter (8 tweets per week: 24 tweets in a month)
- LinkedIn (2 posts per week: 8 posts in a month)
-Instagram (2 stories a month)
Social Media
For SSC NASSCOM: [Skilling at Scale]
Content
  Develop 1 monthly content calendar with weekly milestones and evaluation parameters to
Creation and
Management measure effectiveness. Each calendar consists of:
- Facebook (3 posts per week: 12 posts in a month)
- Twitter (6 tweets per week: 24 tweets in a month)
- LinkedIn (2 posts per week: 8 posts in a month)
- Instagram (1 impact story per week; 4 in a month)
In addition to the above, event specific, ad-hoc posts which were not part of the content
calendar may also need to be done
4
 Creatives   Weekly creative bank linked to the content calendar for both the properties.
For FutureSkills/SSC :
Facebook Creating a Facebook Live discussion forum with the chosen experts/reps from NASSCOM
Live! FutureSkills/SSC - done once every quarter.
4
Discussion
Forum  

For FutureSkills/SSC:
Tweetchat
Discussion 4 Once every quarter, do a tweetchat on Twitter with our FutureSkills spokesperson and
Forum Partner companies. The focus is to establish FutureSkills as a trusted skilling/reskilling
brand and experts/leaders as the thought leaders with the TA
Thought
Once every quarter,  identify the key influencers/Leaders and engage with them to amplify
Leadership 4
content and reach of both the properties
engagement
Outcomes/Evaluation

In addition to the above deliverables, evaluation will be done on the following parameters:
Evaluation
  M-O-M increase in the number of followers/likes on all SM channels/assets
Parameters
Impressions/reach of all posts

REPORTING
Weekly Weekly update on the progress of the planned activities with respective SPOCs at
52
meetings NASSCOM
Monthly Monthly meetings for deeper review of monthly work and priority setting for the next
12
Reviews month
Quarterly Formal Quarterly review process against campaign and brand objectives and overall
4
Reviews strategy, with realignment of priorities and plans, if necessary

Total amount payable on completion and submission of all deliverables as indicated in this ‘Agreement’ is

INR 1, 90,000/- (One Lakh Ninety Thousand only) + Applicable Tax per month

Note: “Completion” of the monthly deliverables will be considered only post approval of NASSCOM/SSC
NASSCOM in writing. All payments are applicable post ‘Completion’ and on receipt of an invoice for the
same. All deliverables must be pre-approved by NASSCOM. NASSCOM shall not be liable for payments of
any unauthorized deliverable on social media.

F. Timelines for the Deliverables:

With reference to all deliverables including those mentioned in the ‘Objectives’ and covered in the section B & D
and timelines as mentioned in Section D Financial Terms will hold good

G. Intellectual Property

The ‘Intellectual Property’ of all content in various permutations and combinations of that designed, developed
and prepared and submitted w.r.t. scope of this agreement of SSC NASSCOM shall remain vested with
NASSCOM / SSC NASSCOM.

5
 The copyright in the final deliverables of the documents prepared by the Second Party in connection with this
‘Agreement’ shall remain vested with NASSCOM / SSC NASSCOM. Any company-specific data collected during
the course of this study will not be used by the Second Party in their subsequent assignments

Proprietary rights in NASSCOM and SSC NASSCOM material

a. Confidentiality and Non-Disclosure: Each Party i.e. the “Receiving Party” in this context undertakes to
retain in confidence the terms of this ‘Agreement’ and all other non-public information, technology,
materials and know-how of the other Party disclosed or acquired by the Receiving Party pursuant
to or in connection with this ‘Agreement’ which is either designated as proprietary and/or
confidential or, by the nature of the circumstances surrounding disclosure, ought in good faith to be
treated as proprietary and/or confidential ("Confidential Information"); provided that each Party may
disclose the terms and conditions of this ‘Agreement’ to its immediate legal and financial
consultants in the ordinary course of its business.

b. Neither Party shall use any “Confidential Information 1” of which it is the “Receiving Party2” for any
purpose other than to carry out the activities contemplated by this ‘Agreement’. Each Party agrees to
use commercially reasonable efforts to protect “Confidential Information” of the other Party, and in any
event, to take precautions at least as great as those taken to protect its own Confidential Information
of a similar nature. Each Party shall also notify the other promptly in writing in the event such
Party learns of any unauthorized use or disclosure of any “Confidential Information” that it has
received from the other Party, and will cooperate in good faith to remedy such occurrence to the extent
reasonably possible. The restrictions set forth in this paragraph shall not apply to any information that:

i. Was known by the Receiving Party/Second Party without obligation of confidentiality prior to
disclosure thereof by the other party;

ii. Was in or entered the public domain through no fault of the Receiving Party;

iii. Is disclosed to the Receiving Party/Second Party by a third party legally entitled to make such
disclosure without violation of any obligation of confidentiality;

iv. Is required to be disclosed by applicable laws or regulations (but in such event, only to the extent
required to be disclosed); or

v. Is independently developed by the Receiving Party/Second Party without reference to any

Confidential Information of the other party. Upon request of the other party, each party
shall return to the other all materials, in any medium, which contain or reveal all or any
part of any Confidential Information of the other party. Each party will take appropriate

1
"Confidential Information" means any non-public information of a Disclosing Party including but not limited to business plans,
products, business data, specifications, documentation, rules and procedures, contracts, know-how, product plans, business
methods, data, customers, markets, competitive analysis, databases, formats, designs, drawings, or information related to
operations, clients, marketing, or finance

2
A "Receiving Party/Second Party " is a named party to this Agreement which accepts, receives, views, or otherwise obtains
Confidential Information from a Disclosing Party

6
 action in order to prevent the making of unnecessary copies of Confidential Information of
the other Party.

H. Ownership of Work Product and Data Collected

1. The copyright in all the final creatives being developed during the engagement prepared by
Advel/Second Party in connection with this Agreement shall remain vested with NASSCOM/ SSC
NASSCOM.

2. Any company-specific data collected during the course of this engagement will not be used by the
Second Party in their subsequent assignments

3. Second Party will not use the supporting data collected during and beyond the course of this
engagement as the basis of a relationship or report with any other third-party, including other
consulting or advisory firms without the consent of NASSCOM / SSC NASSCOM in writing

4. Clauses F&G shall survive despite any termination or expiration of this Agreement.

I. Use of Documents and Information

Second Party shall not without NASSCOM / SSC NASSCOM’s prior written consent, make use of any
document or information.

J. Escalation Procedure:

Should there be a dispute between the two Parties concerning any matter arising from or in connection with
this ‘Agreement’, both the Parties will use their reasonable endeavours to settle the matter in accordance
with the dispute resolution procedure set out below.

Any such dispute, which has not been settled between the Parties from both ends within 15 days of the
matter being raised by one to the attention of the other, may be escalated by either Party to the next level by
notice in writing. If the dispute remains unresolved within a further month of such notice, either Party may
pursue any remedy it may have under this ‘Agreement’, including the right to terminate the ‘Agreement’.

K. Jurisdiction and Arbitration

Any difference or dispute between the Parties concerning the interpretation and/or implementation and/or
application of any of the provisions of this Agreement shall be settled amicably through mutual consultation
or negotiation/s between the Parties, without reference to any third Party. Any other aspects not covered in
this SLA, relevant to this program, and disputes etc arising about any aspect of the SLA shall be settled
through mutual consultation and agreement, by the Parties to this SLA. In case a settlement is not arrived
at, all disputes or differences arising between the parties in relation to the interpretation, meaning or effect
of this agreement, or to any breach thereof and remain unresolved after the intervention of the
representatives of the parties, shall be referred to arbitration under the aegis of the Indian Council of

7
 Arbitration at New Delhi (ICA). The Rules of the ICA shall govern the arbitral proceedings between the
parties. The arbitration proceedings shall be conducted in English and the venue for the arbitration
proceedings shall be New Delhi.

L. Termination

NASSCOM/SSC NASSCOM reserves the right to terminate the ‘Agreement’ at any point during the term of the
‘Agreement’ by providing a 30 days written notice to the other Party for any breach of the terms and conditions
of this ‘Agreement’. Upon termination, NASSCOM/SSC NASSCOM shall pay the Second Party only for all
services rendered as deliverables, (as per the Scope of the ‘Agreement’ and deliverables identified), prior to the
date of termination.

M. Amendment of the ‘Agreement’

If during the operation of ‘Agreement/SLA’, circumstances may rise which call for alteration / modification to
this ‘Agreement’, such alteration / modification shall be mutually discussed and agreed upon in writing with
the approval of the appropriate authority of the Parties concerned. Such changes will be formalized in writing
as an ‘Addendum’ to this ‘Agreement’.

Changes, once signed-off, in the standard terms and conditions (if any) need to be requested by either Party
and agreed to in writing by both parties, to be effected.

N. Notice

Any notice or other communication provided under this ‘Agreement’ shall be in writing and shall be effective
either when delivered personally to the other Party, or five (5) days following deposit of such notice or
communication into the India mail (registered post acknowledgement due), facsimile (with confirmation of
delivery) or courier delivery services (with confirmation of delivery), addressed to the Party at the address set
forth on the initial page of this ‘Agreement’. Either Party may designate a different address by notice to the
other given in accordance with this ‘Agreement’.

O. Indemnity:

Second Party also hereby agrees to indemnify and hold NASSCOM/SSC NASSCOM harmless from any loss,
claim, damage, costs, taxes, duties, additions, penalties, interest thereon or expenses of any kind, including the
attorney’s fees if any, to which NASSCOM /SSC NASSCOM  may be subjected to by virtue of any finding related
to the terms of the Agreement or by virtue of any contravention and or non-compliance on the part of the Second
Party and its partners  and vice-versa with any laws, ordinance, regulations and codes as may be applicable from
time to time. Second Party agrees to indemnify NASSCOM/SSC NASSCOM harmless from and against all
proven claims, demands and obligations, causes of action and lawsuits that arise out off any actual infringement
or violations of any third party IP rights or any third party’s rights; violation of any applicable laws; or violation of
terms and conditions of social media platform under usage, because of works /services / deliverable provided by
the vendor under this Agreement. 

8
P. Other covenants

1. The use of the name, logo and/or the official emblem of the Parties concerned on any publication,
document and/or paper concerning the mission/project under this Agreement is permissible, only post
approval in writing, as explicit permission from the Party concerned.

2. This Agreement will come into effect on that date, when signed by both the Parties concerned. This
Agreement shall remain valid for a period of 12 months only from the date of its signing, and can be
extended on mutually acceptable terms and conditions

3. Any other matter not included in this Agreement which is necessary for the smooth functioning of the
mission/project/ scheme shall be finalized between the Second Party and the First Party on mutually
agreeable terms and conditions

Both the Parties have set their hand in the presence of the witness on the 31 st day of October, year 2018, as
mentioned above.

NASSCOM/SSC NASSCOM Advel Communications Private Limited

Name: Ms Debjani Ghosh Name: Vikaas Wahi

First Party Second Party

Designation: President NASSCOM Designation: Director

Dated: 31-10-18 Dated: 31-10-18

Seal Seal

Witness Witness

Name: Name:

Designation: Designation: