DIGITAL MEDIA MARKETING AGREEMENT

This agreement (the ‘Agreement’) is made out on 27th.12.20201 at Karachi and shall be made
effective from the Effective Date 01.01.2022

BETWEEN

Performiz (Pvt) Ltd, a company incorporated under the laws of Pakistan having its registered address
at 1/F Bahria Complex III, MT Khan Road, Karachi, Pakistan, represented by its Chief Executive Officer
-Mr. Shafqat Raza referred to as the ‘Agency’ which expression shall include its permitted assignees
and successors.

AND

(Your Company), company incorporated under the laws of Pakistan having its registered address at
_________________ represented by its _______________________ hereinafter referred to as the
‘Client’ which expression shall include its permitted assignees and successors.

The Agency and Client shall hereinafter wherever the context so permits shall be individually
referred to as the ‘Party’ and collectively as the ‘Parties.’

1. Authorization: The Client hereby engages the Agency as an independent contractor for online
media marketing (the ‘Work’). The Client hereby authorizes the Agency to promote the Client’s
business online through the Media Buying & Planning executions as detailed in the Schedule A. The
Client represents and warrants to the Agency that the Client owns or has license to use in the
manner contemplated by this Agreement the “Nuqsh Pret” trademark and the logo associated with
the Content. The Client further represents and warrants that any previous photographs or videos
provided by the Client to the Agency, the Client

has the license to use the photographs or videos in the manner associated with the Content. The
Agency represents and warrants to the Client that any copyrights, trademarks, brand names, or
other intellectual or artistic property associated with the Content which is not owned or licensed to
the Client, the Agency will acquire or acquire a license to use such Content.

a. The “Content” is defined as follows: videos for social media platform, with associated
graphic images, photography, or audio files or as otherwise agreed to by the parties in
writing hereafter provided by the Client pursuant to this Agreement. For the sake of avoiding
any doubt any material has is created or produced under this Agreement approvals will be
provided by the Client to the Agency via an official email prior to any content upload on any
of the social pages. All Content will be provided by the Client for all media executions.

2. Media Plans: Approval and Cancellation: All costs associated with services will be generated
through our estimating system and approved by the Client through a Work Order prior to its
commencement (the ‘Media Plan’). The Client and the Agency must agree to a mechanism of
approval timelines, delivery of material, execution and cancellations.
3. Terms: This Agreement shall be effective from 01.01.2022 and shall expire on 31.12.2022
unless terminated earlier by either Party pursuant to this Agreement.

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 4. Consideration: The Agency shall be entitled to Zero monthly Service Retainer Fee (the ‘Fee’).
The Client shall pay a 3% Commission on the gross sales generated via online
advertisements. Order cancellation will not be taken into consideration while finalizing the
monthly revenue generated. The commission amount shall be cleared within 30 days from
the date of invoice. ‘Media Cost’ shall mean the total Media spend by the Client through
social media platforms which will entirely be the responsibility of the client to clear. The
Agency will not be responsible or liable to pay any media spend cost.
5. Renewal: Subject to meeting the performance criteria as mutually agreed upon by the Client
and the Agency, the Agency shall renew this contract with increment applicable to the
retainer. The Agency shall not retain any commission on digital buying till the end of this
contract, after which it shall be negotiated at a mutually acceptable rate.

Proprietary Rights: (A) Ownership of Work Product. (i) The Agency agrees and acknowledges that all
images, logos, trademarks, slogans, artwork, written materials, drawings, photograph or graphic
material, that is created specifically for the Client by the Agency under this agreement and accepted
by the Client as provided below (collectively the “Work Product”) are the property of the Client.
Work Product rejected by the Client will be property of the Agency and a rejected concept cannot be
used by the Client without prior approval of the Agency (ii) To the extent any of the Work Product is
licensed to the Agency by a third party for the Agency’s exclusive use and enjoyment, the Agency
shall retain all rights, title, and interest in and to the licensed portion of the Work Product (e.g. fonts
and stock photos) and to any modifications or improvements made thereto and may use such Work
Product as part of its services to other parties. (iii) It is understood that the Agency may, on occasion,
license materials from third parties for inclusion in Work Product. In such circumstances, ownership
of such licensed materials remains with the licensor at the conclusion of the term of the license
described below and does not belong to Client. (iv) The Agency will keep the Client informed of any
such limitations by third parties. The Agency may use any stock photo accounts provided by Client.
(B) Acceptance of and Grant of License to Work Product. After review of the Agency’s work, the
Client shall provide the Agency with written acceptance of the work. The Client acknowledges that
the fees charged by the Agency for this work, as outlined in [Schedule A & B] or a statement of work,
were specifically calculated based on the usage contemplated by the Client. The Agency grants the
Client, exclusive right to use the approved Work Product but only for the uses associated with the
projects described in anyestimateorwrittenprojectdescriptionagreedtoby
theParties.TherightstoallWork Product; (i) rejected by the Client and (ii) not specifically paid for by
the Client, shall rest with the Agency.

1. Taxation: Each Party shall be responsible for the deductions/withholdings on any payment(s)
pursuant to this Agreement as per Federal or Provincial laws i.e. Income tax, sales tax on
goods and services where applicable (Local and International).
2. Termination: This Agreement is terminable at will by either party on 30 days written notice.
In the event of termination, the Parties shall continue to perform their obligations
throughout the notice period. The Parties hereby agree to settle any accounts and during
the notice period shall mutually agree to a payment plan which shall not exceed 90 days
from the date of termination of this Agreement.
3. Expenses: Any expenses, other than the Retainer Fee, on Purchased Properties: (e.g. Third-
Party Research, Photography, Software, Travel, Videoclips, Production, etc.) will be paid by
the Client. Further, for any request for any services outside the Scope of Work shall be
charged and billed separately, provided that the Agency has communicated cost estimates
and the Client has approved of those estimates and will raise a Work Order (WO).

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4. Arbitration: Any disputes arising out of or relating to this Agreement, the Content or the
relationship between or among the Parties, shall be submitted to binding arbitration pursuant to the
Arbitration Act 1940. The Arbitrator’s award

shall be final and binding, and judgment may be entered thereon in any court having jurisdiction
thereof. The Client shall pay all arbitration and court costs, reasonable attorney fees and legal
interest on any award or judgment in favor of the Agency and the Agency shall pay all arbitration
and court costs, reasonable attorney fees and legal interest on any award or judgment in favor of the
Client.

5. Severability: If any provision of this Agreement shall be held unlawful, void, or for any
reason unenforceable, then that provision shall be severable from the remainder of this
Agreement shall not affect the validity and enforceability of the remaining provisions.
6. Assignment and Sub-contracting: The Client hereby agrees that the Agency may assign or
sub-contract the Work to any of its divisions, subsidiaries and associated concerns, without
prior approval from the Client.

7. Miscellaneous:

1. This Agreement constitutes the entire understanding and agreement between the Parties
and may be executed in any number of counterparts, each of which when executed and
delivered shall constitute a duplicate original of this Agreement, and this has the sam e
effect as if the signatures on the counterparts were on a single copy of this Agreement
2. This Agreement shall be governed by and construed under the laws of the Islamic Republic
of Pakistan. Any notice to be given by one Party to the other pursuant to this Agreement
shall be in writing and addressed to the other Party at their mailing address as set out at the
head of this Agreement.
3. The waiver of any breach of any provision under this Agreement by any party hereto shall
not be deemed to be a waiver of any preceding or subsequent breach under this Agreement.
4. This Agreement may be amended at any time and from time to time, but any amendment
must be in writing and signed by each Party to be bound and will be added as an addendum.
5. This Agreement is a negotiated document and shall be deemed to have been drafted jointly
by the Parties, and no rule of construction or interpretation shall apply against any particular
Party based on a contention that the Agreement was drafted by one of the Parties. This
Agreement shall be construed and interpreted in a neutral manner.

6. Subject to Schedule A and Schedule B, any work of the Client outside the office of the Client
or Agency shall be charged for travel and accommodation.
7. Subject to Schedule A and Schedule B, any animation excluding GIFs, that is a Purchased
Property, requested by the Client will be billed separately.

The Agency and Client agree to the terms of this Agreement. The Parties represent and warrant that
they have authority to execute this Agreement.

The Agency The Client

___________________ _______________________
Shafqat Raza XXXXXXX
Chief Executive Officer xxxxxxxxxx

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WORK SCOPE

Campaign Service Output Delivery standards

Activities Content

1. Media Media Strategy, Strategic plan for campaigns to complete activity

Planning & Planning & Buying accomplish key campaign objectives
Strategy on digital platforms

Platform selection in alignment with

the specific set of targeting features
that platforms offer
Platforms: FB, IG, YT, GDN, GSN,
TikTok, Snapchat & Direct Buying

Buying, negotiation & smooth

campaign execution on local
publishers – eg Dawn, Tribune,
Business Recorder, The News etc

2. Media Innovative Ad Platform selection in alignment with complete activity

Innovation & formats & the specific set of targeting features
Plan multiplatform that platforms offer
Amplification approach
Plan amplification across all platforms
& creative/innovative ad formats to be
explored to maximize the returns
through experimental approach

3. Campaign Execution of all Campaign creation on digital platforms complete activity

Execution & plans & & continuous evaluation of results
Optimization continuous followed by testing of different ad
optimization for content/visuals along with various
better results targeting options to identify the
combination & generate maximum
results

4. Reporting & Weekly/Monthly Weekly report that assesses complete activity

Analysis media quantitative results and KPIs across
performance reach, preference and action
reporting
Monthly reports that assesses
quantitative results and KPIs across
reach, preference and action. Reports
will provide key learnings as well as
optimization recommendations for
media campaigns

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 Best practice Monthly best practice sharing and complete activity
5. Industry & sharing and competitor’s analysis report
Audience competitor’s
Insights analysis report Monthly audience analysis reports to
understand the audience preferences
& insights to devise strategy

6. Web, Web & Creative Web, creative & user experience audit support activity
Creative & User Audit to improve consumer journey on every
Experience stage of marketing funnel & improve
Consultation experience for better results

Retainer Cost PKR : 50,000 (exc. GST)

Performance Bonus/Commission 13% On Gross Sales Generated *

via Performiz Media Campaigns on Facebook & Google.
(To be applicable after 2 month sprint phase)

Additional oopportunities you may reach out to us for:

Production TVC, DVC – Video Content, Long form content,

short-form content, Billboard Designs
Innovation & Branding Newsletter Designs, In-store branding, Digital Kiosks,
Analytics

Note: Above mentioned additional opportunities hold a separate project cost.

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