SERVICE AGREEMENT

This Service Agreement (“Agreement”) entered into on this [·] (“Execution Date”) by and between:

COLLECTIVE ARTISTS NETWORK INDIA PRIVATE LIMITED, a company incorporated under

the Companies Act, 1956 and validly existing under the Companies Act, 2013, and having its registered
office at A/401, Morya House CHS Ltd, near Hero Honda showroom, off Andheri Link Road, Andheri
(West), Mumbai – 400053, and having CIN: U93000MH2013PTC241769, PAN: AAHCP2434K and
GSTIN: 27AAHCP2434K1Z9, hereinafter referred to as “Collective” (which expression shall unless
repugnant to the context or meaning thereof mean and include its successors-in-interest and assigns) of the
of the FIRST PART;

AND

________________, a company duly incorporated under the Companies Act, 1956, having CIN: [●] and
having its registered office at _______________, through its authorized signatory, [●], and having PAN:
[●], GSTIN: [●], hereinafter referred to as “Company” (which expression shall unless repugnant to the
context or meaning thereof mean and include its successors-in-interest and permitted assigns) of the
SECOND PART.

Collective and the Company shall hereinafter, whenever the context so requires, be referred to collectively
as the “Parties’” and individually as the “Party”.

WHEREAS:

A. The Company owns and operates ________ _________ under its name, selling, marketing
and distributing fashion products of various ________, including the Brands.

B. Collective, inter-alia, carries on the business of celebrity management and marketing.

[C.] By virtue of the services provided by Collective and representation made by it, the Company
has approached Collective to engage the services of the Celebrity for and in connection with
the advertising, promotion and marketing of its Brands. For this purpose, Collective has
suggested and the Company has agreed to engage the Services of Mr. Pankaj Tripathi (the
“Celebrity”), a well-known actoress in the Indian film industry. Accordingly, the Company
has requested Collective to procure the services of the Celebrity during the Term and to liaise
and coordinate between the Celebrity and the Company, for and in connection with the
Services throughout India (“Territory”) for a period of two (2) years commencing from the
Execution Date (“Term”), in accordance with such terms and subject to such conditions as
contained in the Celebrity Endorsement Agreement entered into between the Company, the
Celebrity and Collective in relation to the Services (the “Endorsement Agreement”).

C.[D.] Towards this end, the Company has offered and the Celebrity has agreed, by means of
successful negotiations between them through Collective, to enter into the Endorsement
Agreement.

D.[E.] In lieu of the pivotal role played by Collective in coordinating and facilitating the execution
of the Endorsement Agreement and further co-ordination for the successful performance of

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 the Celebrity, the Company has agreed to pay Collective its Agency Fee (as defined herein
below) on the terms and conditions as set out in this Agreement.

NOW THEREFORE THE PARTIES TO THIS AGREEMENT HEREBY AGREE TO THE

FOLLOWING:

1. Collective has assisted in arriving at an endorsement deal between the Celebrity and the
Company for and in connection with the Services for the advertising, promotion and marketing
of the Products of the Company during the Term and throughout the Territory i.e. the
Endorsement Agreement

2. Collective hereby agrees that during the Term it shall facilitate the services of the Celebrity viz.
coordination of dates and delivery of invoices to the Company and all other activities that shall be
deemed necessary for facilitating and coordinating the provision of the Celebrity’s services under
the Endorsement Agreement.

3. This Agreement shall run concurrently with the Endorsement Agreement for the Term of the
Agreement.

4. The Company hereby agrees and undertakes that in lieu of the facilitation services rendered by
Collective (vide Clause 2 above) with respect to the Endorsement Agreement the Company shall
pay Collective a fee of INR 38,50,000/- (Indian Rupees Thirty-Eight Lakhs Fifty Thousand
Thousand Only) plus applicable taxes including but not limited to GST (“Agency Fee”), subject to
deductions of taxes at source as per extant provisions under Income Tax Act, 1961. The Agency
Fees shall be payable in the manner mentioned herein below:
i. Rs. 10,00,000(Ten lakhs on signing)- On of the Fees plus applicable taxes
including but not limited to GST shall be payable immediately upon the
execution of the Agreement
ii. Rs. 7,12,500/- (Seven Lakhs Twelve thousand five hundred)) of the Fees plus
applicable taxes including but not limited to GST shall be payable on utilization
of the first Workday or on the expiry of 4 (four) months from the Effective Date,
whichever is earlier.
iii. Rs. 7,12,500/- (Seven Lakhs Twelve thousand five hundred) plus applicable
taxes including but not limited to GST shall be payable on utilization of the
second Workday or on the expiry of 9 (nine) months from the Effective Date,
whichever is earlier.
iv. Rs. 7,12,500/-(Seven Lakhs Twelve thousand five hundred) plus applicable
taxes including but not limited to GST shall be payable on utilization of the third
Workday or on the expiry of 15 (fifteen) months from the Effective Date,
whichever is earlier.
v. Rs. 7,12,500/ (Seven Lakhs Twelve thousand five hundred) plus applicable taxes
including but not limited to GST shall be payable on utilization of the fourth
Work Day or on the expiry of 21 (twenty-one) months from the Effective Date,
whichever is earlier

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 5. The Parties hereby agree that Collective, shall raise invoice with such particulars and claim the
payment in the name and in favour of Collective as agreed in this Agreement and mention the
GST number on the invoice enabling the Company to process the undisputed invoice within the
said due dates. It is agreed that the Company will process the invoice raised for payment as per
this Agreement and make all payments on or before the due dates. All the payment shall become
due and payable within seven (7) days from the receipt of the invoice by Company.

6. The Company hereby undertakes that in the event it fails to make any payment due and payable to
the Collective pursuant to this Agreement, within a period of seven (7) days of such payment
being due, the Company shall be liable to pay interest @ 18 (eighteen) % p.a. for the period for
which such amount has been outstanding. It is further agreed that Collective shall not be liable to
render any of the services in relation to the Endorsement Agreement until such payment(s) has
been made by the Company. Moreover, such non -performance by Collective on the ground of
non-payment by the Company, within the stipulated period of time mentioned herein, shall not
amount to breach of this Agreement by Collective.

7. In the event of early termination of the Endorsement Agreement in accordance with the provisions
the Endorsement Agreement, it is agreed between the Parties that Collective shall be entitled to
claim and receive the proportionate Agency Fee amount, within seven (7) days from the date of
termination of the Endorsement Agreement, based on the number of months or part thereof
utilized by the Company of the total Term completed till the date of termination.

8. The Parties hereby agrees that the component of GST and stamp duty, at applicable rates, payable
hereunder shall be borne by The Company.

9. Each Party to this Agreement represents and warrants to the other Party that it is duly and validly
formed, that the authorized representatives have all necessary authority to enter into this
Agreement, that this Agreement and performance thereof does not and will not violate the terms of
any other contract, covenant, or agreement between the Parties and any other party now existing
or hereinafter entered into and that this Agreement, when executed and delivered, shall constitute
valid, binding and enforceable obligations on each Party.

10. It is further agreed that each Party shall comply with the applicable prevalent laws, rules and
regulations, as maybe amended from time to time, which govern this Agreement.

11. This Agreement shall co-exist and shall be co-terminus with the Endorsement Agreement.
Furthermore, in such case all liabilities, limitations, undertakings, covenants, obligations of
Collective, including the rendition of the services detailed herein, shall stand terminated and come
to an end, and Collective shall not be liable to render to perform any of the obligations or bound
by any liability, limitation, undertaking, covenant, obligation as contained under this Agreement
or otherwise. However, termination of this Agreement shall not affect the rights and obligations
which have already arisen up to the termination of this Agreement.

12. Neither Party shall be held liable for any failure or delay in performance of any obligation under
this Agreement, except the obligation to pay monies, to the extent that such failure or delay is due
to a Force Majeure event. The Party having any such cause shall promptly notify the other Party in
writing of the nature of such cause and the expected delay. The term ‘Force Majeure’ shall include
but not be limited to change in legislation, fire, earthquake, unfavorable weather conditions,
explosions, epidemic, sickness, accident or other acts of God, war, riots, acts of terrorism, strike,

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 lockout, and/ or act of Government or any other circumstances which are beyond the reasonable
control of any Party.

13. Both the Parties hereby represent and warrant that neither of them shall engage in any conduct
and/ or make any statements that shall bring any form of public disrepute, scandal, contempt or
ridicule to the other Party.

14. Each Party agrees that:

14.1 it will not disclose to any other person or use any confidential information disclosed to it
by the other Party except with the prior written consent of the other Party, unless required
by law.

14.2 it will take all reasonable measures to maintain confidentiality of all confidential
information of the other Party in its possession or control, which will in no event, be less
than the measures it uses to maintain the confidentiality of its own information of similar
importance.

14.3 All notices given hereunder shall be in writing and shall be addressed or sent to the
Parties at their respective addresses as stated in this Agreement, by way of registered post
or courier or email addresses mentioned below with acknowledgment due:
The Company at:
__________________

Collective at:
dhruv@collectiveartists.com

All notices shall be deemed delivered on the actual date of delivery.

14.4 Notwithstanding anything in this Agreement to the contrary, neither Party shall not be
held liable in any circumstances for any indirect or consequential loss (which expression
shall include but not be limited to, loss of anticipated profits, loss of savings and all other
economic loss) suffered by other Party in relation to this Agreement.

14.5 Neither the expiration nor termination of this Agreement shall affect such provisions
under this Agreement, which of necessity must continue to have effect after such
expiration or termination, notwithstanding that the clauses themselves do not expressly
provide for this.

14.6 The failure at any time of either Party to demand performance by the other of any of the
terms, covenants or conditions set forth herein shall not be construed as a continuing
waiver or relinquishment thereof, and either Party may, at any time, demand the complete
performance by the other of such terms, covenants and conditions unless specifically
waived in writing.

14.7 No modification or amendment of any provision of this Agreement shall be valid or

binding unless (i) executed and delivered by the Parties hereto in writing subsequent to
the date hereof, (ii) it specifically refers to this Agreement, and (iii) it specifically states
that it is intended to, and shall take precedence over, this Agreement.

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 14.8 The Parties hereto shall dutifully perform all covenants of this Agreement in letter and
spirit and shall otherwise act with due diligence and in good faith.

14.9 It is expressly agreed between the Parties that neither Party shall have any right to assign,
transfer, alienate, or encumber any of its rights or obligations hereunder without the
express prior written consent of the other Party. Any assignment made by a Party in
contravention to this sub-clause shall be null and void.

14.10 It is further agreed between the Parties that in case of any conflict in the terms of this
Agreement and the Endorsement Agreement, the terms of the Endorsement Agreement
shall prevail. Capitalized terms used in this Agreement without definition have the
meanings assigned to them in the Endorsement Agreement.

15. Both the Parties agree to defend, indemnify and hold the other its directors and officers, agents,
and employees harmless from and against all liability, claims, damages, costs, expenses and
losses, arising directly or indirectly out of breach of any obligation, warranty or representation
made by the other Party.

16. This Agreement does not constitute and shall not be construed as constituting a partnership or
joint venture or employer-employee relationship between Collective and the Company. No Party
shall have any right to obligate or bind the other Party other than as stipulated in this Agreement
in any manner whatsoever, and nothing contained in this Agreement shall give any rights of any
kind to any third parties.

17. This Agreement shall, in all respects, be construed in accordance with and governed by the laws
of India. The Parties agree to submit to the exclusive jurisdiction of the courts in Mumbai in
connection with any dispute arising out of or in connection with this Agreement.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED THIS AGREEMENT ON

THE DAY, MONTH AND YEAR MENTIONED HEREIN BEFORE

FOR COLLECTIVE ARTISTS NETWORK FOR ______________________________

INDIA PRIVATE LIMITED

Name: _____________________
Name: Mr. Dhruv Chitgopekar Designation: __________________
Designation: Managing Partner
In the presence of: In the presence of: