SERVICES AGREEMENT

This Agreement is executed in Chennai on this Monday the ____ day of April 2022 (“this Agreement”),
BY & BETWEEN
USC Worldwide Private Limited, a company registered under the Companies Act, 1956 and having its
office at No 50, 8th Cross, 8th Main, Malleshwaram, Bangalore- 560003 and having its PAN
AACCU5630P and GST No. 9AACU5630P and CIN No. U93090KA2020PTC132227 (hereinafter referred to
as “USC” which expression shall, whenever the context so requires or admits, mean and include its
successors and assignees) of the FIRST PART;
AND
Cue Sports Consulting LLP [CSC] a Partnership company and herein represented by
Shri.Ramanathapuram Bhaktavatsalam Ganesh, having their registered office at 2C Bhakta Flats, II
Lane, B.N.Road, T.Nagar, Chennai 600017 (hereinafter referred to as “the Client” which expression
shall, unless repugnant to the meaning & context thereof, be deemed to include its successors &
assigns) of the SECOND PART.
“The Agency” and “The Client” shall collectively be referred to as “the Parties” and individually as “the
Party” as the case may be for construction.
WHEREAS:

A. The First Party is engaged in the business of providing Concessionaire Media Services and has
represented to the Second Party that it is capable of providing its professional services to the
various Clients in the Global Market.

B. The Second Party is desirous of selling its Sponsorship to various clients with the help of the
First Party and the Second Party has agreed to appoint the First Party for providing requisite
services.

C. Accordingly, the Parties have agreed to enter into this Agreement on the basis of terms and
condition agreed and defined between them and recorded hereinafter.

NOW THEREFORE, THIS AGREEMENT WITNESSETH AS FOLLOWS:

Appointment:
1. The Second Party hereby appoints the First Party to handle its Digital media work, Public
Relations and sell the Sponsorship & Broadcast Syndication to various prospective Brand/s. The
Second Party has mandated the Agency to get a minimum sponsorship of USD 6 million to
conduct the proposed sporting event. The Agency agrees that it shall comply with the same, lest
it shall not be eligible for any payments from CSC. Any payment received in advance shall be
refunded to CSC within 48 hours of such failure.

2. Services: The First Party shall provide the Second Party, its services as more particularly defined
and/or described in Annexure A herein. It is agreed that any services apart from those included
in Annexure A, shall be considered as additional services. Such additional services may be
provided at additional charges, subject to prior approval by the Client in writing (email
accepted).
3. Commencement and Duration: This agreement shall commence from ____ April 2022 and shall
remain in force for a period of 60 days and shall automatically expire either by efflux of time or
failure of the Agency in procuring firm Letter of Sponsorship for USD 6 milllion on the 60 th day,
unless renewed by the Parties on terms mutually agreed upon and recorded in writing by way
of an Addendum

4. Confidentiality: The First Party shall maintain absolute confidentiality with respect to any
confidential information received from the Second Party

5. Agency Fees and Remuneration: The Second Party agrees to pay a fixed monthly amount of INR
15,00,000 ( Rupees Fifteen Lakhs only) for all the media efforts and scope of work defined in the
Annexure as retainer & 20% less deduction of applicable taxes on the total sponsorship sales &
Broadcast Syndication provided by the First Party & 10% plus taxes on any Kind/Barter deals .
Any out-of-pocket expenses such as outstation travel, stay, etc. incurred by the Agency for
providing services under this Agreement, would be borne by the Client, subject to prior
approval in writing (email accepted). It is further agreed that the second instalment of the
retainer fee for the second month shall be due and payable only as on date of receipt of the
Sponsorship sum into CSC designated bank account.

The Second Party also agrees to pay a fixed Amount of INR 6,00,000 (Rupees Six Lakhs only) plus
taxes towards the preparation and conceptualisation of the Brand & Event Guidelines

6. Government Taxes: Goods and Services Tax (India) OR Value Added Tax (UAE) would be
charged extra and should be borne by the both the parties.

7. Payment Terms: The Second Party shall pay 10th of the every Month the retainer fixed to the
first party.

The First Party shall raise an invoice to the Sponsorship Clients directly in appropriate format
and the Second Party shall raise the invoice to First Party post all the deliverables are met by
them.

Payment can be made to USC Worldwide Pvt Ltd (India) OR USC Worldwide Events (UAE)

8. Indemnity: The Parties shall indemnify, hold harmless and keep indemnified each other against
all losses, expenses, or damages that may be suffered by the other due to any default or breach
of terms by the defaulting Party under this Agreement.

9. Non-Solicitation: Both the Parties hereby covenant that during the term of this Agreement and
for a period of 12 (twelve) months following its termination or expiry, neither Party shall,
without the previous written consent of other Party, employ or contract the services of any
person who was employed by such other Party (“solicited personnel”) at any time during a
period of 18 (eighteen) months preceding the date on which such offer for employment of
contract is made to such solicited personnel.

10. Independent Contract: Nothing contained in this Agreement shall be construed to create the
relationship of an employer and employee, principal and agent, partnership or joint venture, or
any other fiduciary relationship between the Parties herein. The Agency has no authority to act
as an agent for, or on behalf of, the Client, or to represent the Client, or bind the Client in any
manner. The Agency shall not be entitled to worker’s compensation, retirement, insurance or
 other such benefits or perquisites as maybe available to the employees or other contractors /
consultants of the Client.

11. Force Majeure: The First Party shall not be liable for any default, delay or lapse occurring due to
events beyond their reasonable control including without limitation riot, strike, theft, war,
pandemic, lockdown or such other circumstances causing inability to perform its obligations or
acts of God and/or nature (“Force Majeure Event”) and the obligations cast upon the Parties
during the subsistence of such Force Majeure Event shall stand suspended until such Force
Majeure Event comes to an end. The term of this Agreement, if affected by such Force Majeure
Event maybe extended by the Parties mutually and in writing to make up for any loss caused by
such Force Majeure Event.

12. Modifications in terms: Any changes in the terms and conditions contained herein shall have
effect only prospectively and shall be valid only if recorded in writing and signed by the
authorised signatories representing the First and the Second Party.

13. Waiver: The failure of either Party at any time to enforce any provision of this Agreement, shall
in no way affect its right thereafter to require complete performance by the other party.
Further, waiver of any breach of any provision shall not be held to be a waiver for any
subsequent breaches. Any waiver shall be valid only if it is recorded in writing and signed by the
authorised signatories representing the First and the Second Party.

14. Assignment: This Agreement shall not be assigned by either Party.

15. Termination: Either Party may terminate this Agreement by giving 15 days written notice to the
other, without assigning any reason whatsoever. The obligations of the Parties and their due
fulfilment shall continue during the notice period.

16. Governing Laws: The Parties shall comply with all statutory regulations per Indian laws as may
be applicable to them in relation to this Agreement. This Agreement shall be subject to the
exclusive jurisdiction of Courts at Bangalore, Karnataka. There shall be no arbitration to any
dispute which may arise out of this Agreement.

17. Notice: Any Notices or correspondence required to be exchanged under this Agreement shall be
communicated to the following particulars:

For Cue Sports Consulting LLP For USC Worldwide Private Limited

Attention to: Mr.Ramanathan Bhaktavatsalam Attention to: Mr. Ratish Kumar

Ganesh

Address: 2C Bhakta Flats, II Lane, B.N.Road, Address: No 50, 8th Main 8th Cross
T.Nagar, Chennai 600017 Malleshwaram Bangalore 56003

Contact nos.: 9840292232 Contact nos.: 9970271304

Parties undertake to notify each other in case of any change in details of correspondence
indicated above.

18. Entire Agreement: This Agreement together with the any annexure/s hereunder, contains the
entire understanding between the Parties with respect to the subject matter of this Agreement
 and shall supersede any prior or contemporaneous written or oral agreements, representations
or warranties between the Parties.

19. Interpretation:

a. The recitals shall be deemed to constitute an integral operative part of this Agreement
as if the same were reproduced herein.

b. References to the singular includes the plural thereto, references to any one gender
shall include every gender, references to persons shall include an individual, firm,
partnership, limited liability partnership, company, corporation and body corporate;
and (in each case) vice versa.

c. Reference to days and months are to English calendar days and calendar months
respectively.

d. The words ‘include’ and ‘including’ are to be construed without limitation.

e. Headings used in this Agreement are only for convenience and shall be ignored for the
purpose of interpretation of this Agreement.

20. Severability: If any clause or part of this Agreement is found by any court, tribunal,
administrative body or authority of competent jurisdiction to be illegal, invalid or
unenforceable, then that provision shall, to the extent required, be severed from this
Agreement and shall be ineffective without, as far as is possible, modifying any other clause or
part of this Agreement and this shall not affect any other provisions of this Agreement which
shall continue to remain in full force and effect in case of and after such severance.

21. Counterparts: This Agreement shall be executed in two counterparts, each of which shall be
deemed to be an original to be retained by either Party, but all such counterparts shall be read
and interpreted as one and the same Agreement.

22. Authority to Contract: The Parties represent, warrant and enter into this Agreement with
sufficient authority to sign the Agreement on behalf of the respective Parties, and thus the
Agreement stands valid before any court of law.

In witness whereof the Parties have set and subscribed their hands to this Agreement on the date
mentioned first hereinabove.

SIGNED for and on behalf of: SIGNED for and on behalf of:
Cue Sports Consulting LLP (CSC) USC Worldwide Private Limited

Mr.Ramanathan Ganesh Bhaktavatsalam Mr. Ratish Kumar

Partner Founder & Managing Director
Witness no.1 Witness no.2

Signature: Signature:
Name: Name: Mohammed Muzammil
Title: Title: Co-Founder & Director
 Annexure A

World Invitational Snooker Championship

Sponsorship

USC will facilitate sponsorship / Promotion of Brand deals to CSC. For the purpose of this a mandate
letter from CSC is to be given.

Brand Guidelines and Event Logo

USC will facilitate the preparation and conceptualisation of the Event logo, Theme and the brand
guidelines, which will be further used for the event look & feel, On-ground and on-Air and for all
sponsor pitches.

TV Broadcast/OTT Syndication

Discussions with Region Specific Broadcast Partners, with some names are shared below

Sony/Viacom18
India/Pakistan/Srilanka & Asian Regions
 

Willow TV / ARY USA, Canada , UK

Channel 9 Bangladesh

Fox Cricket Australia

RTA TV Afghanistan

Astro Malaysia, Brunei

Supersport South Africa & Sub-Saharan territories

BeIN Sport MENA / UAE

PCCW Hong Kong / China

Starhub Singapore

SportsMax / Flow TV Caribbean

Sky Sports New Zealand

EMTV Papua New Guinea

BeIN Sports Arab World

 Digital Media

·       Website Revamp

·       Website Maintenance

·       Social Media

·       Digital paid advertising and monetization

·       Online Reputation management

·       Online fan engagement

PLAN (INCLUSIONS)

SLN Services Platforms Consulting Services Promotion Type

o included under retainer

  Website
Content Development Content Development, Content Organic -
1 keywords and SEO Monitoring, Content Updation Development and
content Maintenance

2 Website Website SEO setup and SEO Paid - Website

Traffic Monitoring monitoring, page rank traffic and rank
monitoring monitoring tools

  Website Maintenance   
3 and
Traffic Enhancement
  Search
 
Site Optimization, Keyword search
Website results, Backlinking, Page Paid - Website Optimi
indexed and ranking, Site marketing zation
tags and Marketing to
ols
Google, AD Creatives (Static and Dynamic),  

4 and Display Advertising exchange Search Results Monitoring and Paid - Online Ad

platforms, DSP Marketing spends

  Positive Content development, Paid - Search monitor
Online Reputation Ma WWW (any search
 5 nagement result on any Constant Negative Data ing
browser) Monitoring, Active search result tools, Influencing con
Marketing tent development,
Content Marketing

      Social Media Content (Write up,  
Images and Videos), Converting
      Paid - App integration
raw data received by client to
s to pages and
    Facebook, Twitter, presentable form, Design and
handles, Paid
Instagram, Youtube Creatives, Engagement Hastags,
6 Social promotions for campa
Industry Updates, Campaigns,
Media Marketing igns
Contests and Promotional Offers,
and offers, Reporting 
Knowledge Sharing and Analytics

    Website (Content    
Upload) and Social
    Events and Business updates,  
Media
Industry Thought Leadership, News
7 Blog from the Management Desk Paid - Promotion o
(Content
(Personal Branding) f the blog on
Promotion)
social media
      Templates Creation, Design and  

    HTML Content, Articles for Monthly Paid - Subscriber

Templates, Newslett Newsletter, Subscribers Handling, base building, Email
8 Email Marketing ers and Mailers Sales Promotion Mailers and other Marketing Tools,
induvidual mailers every month Reporting and
Analytics
    Website,    

9 Reporting Social Media, Paid All reports for analysis  NA

Advertising and and re- strategy
Campaigns

PR Plan

· Host an announcement press conference in Chennai and/or Qatar to garner International news spread

· The presence of a mix of personalities from sport, corporate, government and entertainment are ideal
as panelists.

· Rope in top ranking international Players as well as introduce celebrity region specific who can be
available during the same

· Give three different stories prior to the media launch to three different set of media. The messaging
can be vetted out further but will cover concept, inspiration, stakeholders, format, Players Profile,
geographical spread, broadcast partner. Economic Times for the business perspective, Mumbai
Mirror/Mid-Day for the entertainment perspective and Times Of India/Mumbai Mirror for the sports
perspective in regards to Indian Market, UAE, GCC areas or other market PR details can be shared in
detailed post confirmation.

· The photo opportunity is the logo and trophy unveiling against the branded backdrop where sponsor
logos can be covered

· Follow this up with 1-on-1’s with select television, online and mainline press with key stakeholders

· Disseminate the post event press release and pictures nationally

  Opportunities as part of the sustenance plan

· Explore curated concept shoots with key stakeholders – Example:

Buzzfeed/ScoopWhoop/MensXP/Quint/Being Indian/ Filter Copy

· Explore a Twitter Blue room and Facebook Live partnership

· Host mini press conferences in each Player Country  before the event.

· Explore a prime-time debate with key stakeholders on the current state of affairs of snooker as a sport
worldwide.

· Invite local media to cover the circuits and interview the players + official

· Explore exclusive stories with financial dailies on sponsorship investments, VC funding

· Profile human interest stories, if any, pertaining to the players

· Garner listings in engagement columns for the semi-finals and finals

· Get international players to indulge in homegrown activities that could become a local press photo
opportunity

· Ensure media presence at the finals in each regions/countries

· Host a media junket with outstation press and bloggers to give a perspective on the property