COLLABORATION AGREEMENT

This Collaboration Agreement (hereinafter referred to as the “Agreement”) executed at

Coimbatore, Tamil Nadu on this 1st May, 2022 (“Effective Date”) by and between:
ADONMO PRIVATE LIMITED, a company incorporated under the Companies Act, 2013
bearing CIN No. U74999TG2016PTC110849, having its registered office at Aparna
Cyberzon, AB 104 FLR, Near Citizen Hospital, Serilingampally, Hyderabad, Rangareddy –
500 019 (hereinafter referred to as “Adonmo”, which expression shall, unless repugnant to
the context or contrary to the meaning thereof, mean and include its successors and assigns)
of the FIRST PART;
AND
XXX, bearing registration number: XXX and whose registered office is at XXX (hereinafter
referred to as “RWA”, which expression shall, unless repugnant to the context or contrary to
the meaning thereof, mean and include its successors and assigns) of the SECOND PART;

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For the purposes of this Agreement, RWA and Adonmo shall singularly be known as “Party”
and collectively be known as the “Parties”, as the context may require.
WHEREAS
A. Adonmo, inter alia, is engaged in the business of providing digital taxi-top and residential
screen advertising to its customers and are leaders in DOOH innovation.

B. RWA (Residential Welfare Association), inter alia, represents the interests of the
management and residents of a specific urban or suburban locality.

C. Adonmo has approached RWA and for the installation of screens in premium Residential
Societies for the purpose of advertising in accordance with the terms of this Agreement.
The Recitals above shall form an integral part of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants, undertakings and conditions
set forth below, and for other valid consideration, the acceptability and sufficiency of which are
hereby acknowledged, the Parties hereby agree to the following terms and conditions
hereinafter contained.

1. The underlying terms will hold true post signing and closure of a binding agreement between
Adonmo and the Resident Welfare Association (RWA) who’s space has been solicited by
the Adonmo.

2. Criteria for Selection of Spaces for installation:

a) The RWA can suggest locations for installation of screens that adhere to guidelines
provided by Adonmo and provide a high footfall.
b) Adonmo and RWA will mutually agree upon the number of screens to be installed,
future addition of screens and the locations for installation.
c) Any future addition of screens in the Society during the tenure of this Agreement will
also be subject to this Agreement.
i. Total Number of Screens agreed to be Deployed in the RWA: 4
ii. Number of screens in Lift Lobbies: 4
iii. Number of Screens in Other common areas: 0
iv. Total number of towers and apartment units in the society: 2/120
d) The details of Poster Screens are as follows:
i. Total Number of Poster Screens agreed to be Deployed in the RWA: 8

3. Installation and Maintenance of Screens:

a) Adonmo will take complete responsibility for installation of screens.
b) The devices will be installed at no cost to the RWA.
c) Internet connectivity and any expenses towards maintenance of the cloud platform will
be borne by Adonmo.
d) Electricity charges will be borne by the RWA as stated in 4.d.

4. Payment terms for Digital Screens :

a) Adonmo will pay the RWA a monthly rental fee of INR 1170/- per screen is inclusive
of electricity at the end of each month for the duration of the agreement, barring
circumstances in 7.b and 9.c which render the screen non-operational and paid
before 10th of the succeeding months.
b) For every additional screen installed, Adonmo will update the payment accordingly
when dues are paid the next month.

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 c) The base rental fee shall be increased annually at each anniversary of the
EffectiveDate by ten percent (10%).
d) All payment as required under this Agreement shall be made by Adonmo to RWAs
account (details mentioned herein below) directly.

Name of the Bank :

Account Name :
Account number :
IFSC Code :
Branch Name :

Payment terms for Poster Screens:

a) Adonmo will pay the RWA a monthly rental fee of INR 250/- per screen before 10th of
the succeeding month for the duration of the agreement.
b) For every additional screen installed, Adonmo will update the payment accordingly
when dues are paid the next month.
c) The base rental fee shall be increased annually at each anniversary of the Effective
Date by five percent (5%).
d) All payment as required under this Agreement shall be made by Adonmo to RWAs
account (details mentioned herein below) directly.

Name of the Bank :

Account Name :
Account Number :
IFSC Code :
Branch Name :

5. Share of Inventory:
a) RWA has the right to use 20 seconds of the inventory slots towards providing
communication and updates to the residents of the RWA, except for purposes defined
in 5.c.
b) Adonmo will exercise 10 seconds of the inventory slots towards providing engaging
content to the RWA (ex. news and weather updates, puzzles and comic strips, etc) &
remaining 30 seconds for Adonmo Ad’s.
c) The inventory allotted to the RWA shall not be utilised towards any advertising activities
or marketing of products/services for a registered company which operates in
Hyderabad/nationally without prior consent from Adonmo. The RWA can only use this
inventory towards services provided within the premises of the RWA by it’s residents
or any temporary storefront (temporary pop-up stores or kiosks being set up for a
duration of less than 48 hours) being set-up within the RWA, with the duration of
creative/notice not exceeding 48 hours.
d) Adonmo reserves the right, at its discretion, to modify or remove creatives/notices
which breach 5.c.

6. Duties and Obligations of Adonmo

a) Adonmo shall be responsible for the contents of the advertising material displayed on
the Devices installed in the premises of the RWA and shall ensure that the said
advertising material displayed on the devices is in compliance with any applicable laws.
b) Adonmo will ensure that they follow all advertising guidelines mutually agreed upon by
both Adonmo and the RWA. Adonmo shall not display no obscene or objectionable
content, as per its company policy.

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7. Duties and Obligations of RWA
a) RWA shall support that the devices installed on their premises are not damaged or
destroyed. The RWA is responsible for intimating Adonmo about the damage within 3
days, submitting the CCTV footage (if any) / supporting evidence / documentation
within 7 days and helping Adonmo in the legal proceedings for the purpose of claiming
insurance.
b) In the event of any renovation or maintenance activities in proximity to the device, the
RWA should give Adonmo an intimation atleast 3 days prior to the commencement for
uninstallation/handling of devices. The RWA shall in no circumstances attempt to
uninstall or relocate the devices.
c) The RWA shall be in-charge of the daily operations of the device, including but not
limited to:
i. RWA has to support that the device is operational for 18 hours every day and
intimate Adonmo in case of any discrepancy.

8. Non-compete for Adonmo:

a) The RWA acknowledges that it may at no point during the duration of the contract
agree to the installation of similar advertising mediums by any competitor/ third party
near elevator lobby spaces or within the vicinity of any Adonmo screen, where the
subject matter of such contract is related to the business of Adonmo.
b) If the RWA wishes to pursue any such medium post the duration of the contract, the
RWA shall first offer the opportunity to Adonmo, and Adonmo will try to match the offer
presented to the RWA by the competitor. Adonmo shall have fifteen (15) days following
the date RWA first presents Adonmo such an offer to decide whether to try to negotiate
an agreement.

9. Duration of the Agreement; Termination:

a) This Agreement shall commence on the Effective Date and shall continue for a period
of three (3) years unless terminated in accordance with the terms of this Agreement.
b) Post the duration of the contract, the agreement shall be renewed for successive
periods only upon both the RWA and Adonmo arriving at a mutual consensus in writing.
c) If the Agreement is terminated by Adonmo as a result of a breach of the terms of this
Agreement or any of the reasons pertaining to 5.b, or if Adonmo has documented
damages or vandalism to more than 2 devices in 30 days within the RWA premises,
then Adonmo shall have no further obligation to Partner.
d) In the event of Adonmo defaulting on payments owed to the RWA for a period of 3
consecutive months, the RWA can call for immediate termination of the agreement,
with 15 working days granted to uninstall and remove the devices from their premises.
e) Upon termination of this Agreement, Adonmo will be take possession of any devices
installed during the duration of this agreement if RWA not willing to continue our
service post three years.
f) For any queries or disputes, the RWA can get in touch with our designated Points of
Contact on (+91 733 733 733 0) or write to us at residential@adonmo.com. We will get
in touch with the RWA at the details listed herein below:

Contact Person Position Phone Number Email ID

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10. Product Ownership and Intellectual Property
a) Adonmo owns the product (defined as the advertising screen and all the components
encompassed within) and retains all rights, title, and interest, including all intellectual
property rights, in and to (a) the Customer content; and (b) all data and reports
prepared based on analysis of the content.

11. Force Majeure

a) Adonmo shall not be liable or deemed to be in breach for a delay or failure in
performance of this Agreement (except for the payment of money) resulting from acts
of God, civil or military authority, war, riots, civil disturbances, accidents, fire,
earthquake, floods, strikes, lock-outs, labour disturbances, foreign or governmental
order, the spread of pandemic and epidemic disease, lock-downs, government orders
of quarantine (“Force Majeure Event”); provided, however, that Adonmo must provide
written notice to the other Party of such extraordinary circumstances that may prevent
or delay the Party’s performance hereunder.
b) It is further agreed and understood by the Parties that in the event of disagreement as
to what would constitute “conditions beyond reasonable control” or Force Majeure
Event, the decision of both parties shall be final and conclusive in this regard.

12. Governing Law and Dispute Resolution

a) Governing Law
i. For adjudication of disputes, the Arbitration shall be conducted by a sole
Arbitrator who shall be mutually agreed and appointed by both the parties
under the contract, within a period of 30 days.
ii. If the Arbitrator has not been chosen by the both parties by mutual consent
within 30 days, this Agreement shall be governed by and construed in
accordance with the laws of India and the courts in Coimbatore, Tamilnadu
shall have the exclusive interpretational, supervisory and injunctive
jurisdiction.
b) Dispute Resolution:
i. In the event that any dispute arises between the Parties in connection with this
Agreement, or the rights, duties or liabilities of the Parties hereto under this
Agreement, either Party may give the other written notice of the existence of
the same and may call a meeting to resolve the same. Such meeting shall be
held within 14 (Fourteen) days of the date of such notice (unless otherwise
agreed) and will be attended by senior management of both Parties (who have
the authority to agree on the action(s) to be taken). The purpose of the meeting
shall be to review and agree, so far as is practicable, the action to be taken to
resolve the issue(s) raised and the Parties shall agree with each other in good
faith to that end.
ii. If a mutual resolution cannot be reached within 30 (Thirty) days after the above
period, either of the Parties shall be free to refer such dispute to arbitration to
be conducted by a sole arbitrator appointed by Adonmo hereto under the
provisions of the Arbitration and Conciliation Act, 1996. The seat and venue of
arbitration shall be Coimbatore ,Tamilnadu. The arbitration proceedings shall
be conducted in English. Any award made in such arbitration will be final and
binding on the Parties.
iii. The Parties agree that all negotiations connected with the dispute shall be
conducted in confidence and shall not be divulged to any unconnected third
party.

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 [Signature page follows]
IN WITNESS WHEREOF, the Parties have entered into and executed this Agreement the
day and year first above written:

For For
ADONMO PRIVATE LIMITED XXX

Name:
Designation:
Name: Anantha Krishnan

Designation: City Head

Authorized signatory for Adonmo
Private Limited, Chennai.
Name:
Designation:
Authorized signatories for XXX

Witnesses:

1. 2.
Name: Name:
Address: Address: