AGREEMENT

THIS AGREEMENT is entered into on this day of October 2020 at Mumbai,

Between Mr. Nishant Jadhwani, carrying on business as proprietor of ADORE
MODELS having his office at 6, saigal house, pali hill, nargis dutt road Bandra (W),
Mumbai 400 052, hereinafter referred to as “THE MANAGERS” (Which expression
shall, unless it be repugnant to the context or meaning thereof, be deemed to mean
and include his heirs, executors and administrators and assigns) of the ONE PART;

Age having address at , Delhi ,

hereinafter referred to as “THE ARTIST” (which expression shall, unless it be
 repugnant to the context or meaning or context thereof, be deemed to mean and
include his/her heirs, executors, and administrators) of the SECOND PART;

The Managers and the Artist are hereinafter, wherever the context so requires,
referred to collectively as “Parties” and individually as ‘Party’ respectively. The
Confirming Party are the parents of the Artist.

WHEREAS

(a) The Managers are in the field and business of promoting artists in films, entertainment,
social and electronic media and advertisement in India and abroad. Accordingly.

(b) The Artist is an Actor /Model and as such has desire to work in Indian Films, in
Entertainment, Media, Modeling and Advertisement Industry.

(c) With a view of uplifting his/her career the Artist is desirous of engaging the services of
the Manager to act on his/her behalf as his/her business Manager to which the parties
have agreed on the terms and conditions recorded herein.

NOW THEREFORE, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES

HERETO AS FOLLOWS:

DEFINATIONS :

1.1 “ARTIST ACTIVITIES” shall inter alia include all his/ her affairs; activities,
professional and business works; services; performances and appearances by the
Artist in concerts, reality shows, public functions, private functions, on radio, television,
satellite channels or films, channelizing and exhibition of his/her artist in styling,
modeling, acting, advertising, writing, singing, composing music, and all the activities
directly and/or indirectly related to the fields of Films, Entertainment, Media,
Advertisement within India & abroad.

1.2 APPOINTMENT

2.1 The Artist hereby appoints the Managers as his/her business “Managers” for his/her
activities in India / abroad and the Managers hereby accept such appoint;

2.2 The Managers appointment by the Artist for controlling and regulating all his/her
business and professional activities in India under this Agreement is “Sole” and
“Exclusive”.
2.3. The Artist shall not engage and shall not be entitled to engage any other person/s to
act as Artist’s Business Managers or Managers or agents or representatives in
connection with any aspect of the Artist’s career and Artist’s Activities as defined in
Para 1.1 above in India/Abroad during the term;

2.4. The Managers can have more than one Artist as its clients. However the Managers
shall devote reasonable time, efforts and attention to perform their obligations towards
the Artist under this contract.

3. TERM AND TERRITORY

3.1. Term of this Agreement shall be for a period of 24 MONTHS years with effect
from . The said period of 24 MONTHS can be extended further with mutual and
written consent of both the parties hereto.
In case, if the artist bags a parallel/lead role in a Web –
show/ Film, The agreement shall be further extended by 36 months and be non -
terminable

4. ARTISTS OBLIGATION AND DUTIES

4.1 To follow all the directions, suggestions and advise of the managers and to render full
co-operation to the managers.

4.2 To make himself/herself available for all the commitments made by the managers. To
keep himself / herself fit physically and mentally for properly, effectively and
successfully performing and discharging his/her activities.

4.3 To fulfill, carry out and implement, to the best of his/her ability in punctual and sober
fashion, all agreements, engagements, performances and promotional activities
obtained, approved and finalized by the managers.

4.4 To make himself/ herself available for all the press conferences and publicity events
as may be reasonably arranged and required by the managers.

4.5 To attend punctually all appointments and to keep the managers reasonably informed
of the artist’s whereabouts and availability at all times.

4.6 To promptly disclose, refer and direct all the offers and proposals received by the artist
to the managers and give regular updates in respect thereof including details of
remuneration received directly or otherwise.
4.7 To regularly and promptly consult the managers and seek their advise and
suggestions in considering all the offers received by the artist and not to finalize any
terms, agreements and contracts without the approval of the managers.

4.8 To reveal to the manager all his/her income and receipts earned, if failed to do so the
manager has full power to file a lawsuit against the artist.

4.09 To give due credit to managers for all their efforts on all social media platforms and in
person

4.10 To obtain all visa and work permit from concerned government for performing artist’s
activities outside India.

4.11 To pay all applicable taxes on his/her income.

MANAGERS POWERS, OBLIGATION AND DUTIES

5.1 The artist’s activities under this agreement will be exclusively supervised and
managed by manager.

5.2 The managers shall make diligent and sincere efforts to market the artist in India /
abroad and to build his/her career to use reasonable endeavors to advance and
promote the Artist’s Career.

5.3 To use or permit to be used Artist’s Photographs, name, advertisements,

achievements, articles etc., for promotion of the Artist. To approve and permit any
and all kind of publicity and advertising in connection with the Artist’s career. To
approve and permit the use of the Artist’s Photograph, likeness, voice, sound effect,
literary, artistic and musical material for the purpose of Artist’s career in India.

5.4 To advise the Artist regarding charging of fees, remuneration, income and incurring
expenditure. To collect all income on behalf of the Artist and after deduction of the
remuneration of the Managers and pay the share due to the Artist, as agreed
hereunder.

5.5 To Managers shall negotiate with third parties for Artist’s Work and shall be authorized
to finalise terms and conditions for the same. To negotiate and finalize Artist fees,
remuneration and charges in a fair and reasonable manner.

6. MANAGER’S REMUNERATION/COMMISSION

6.1 The Managers shall be entitled for remuneration/commission out of Artist’s gross
receipts and gross income arising out of the Artist’s activities under this Agreement.
6.2. The Managers shall be also entitled for remuneration/ commission out of Artist’s gross
income and receipts arising from the work, assignment, contracts etc. finalized by
him/her directly or through any other agency.

6.3 Managers remuneration/commission shall be payable for the entire term even if it is
terminated earlier on any count whatsoever.

6.4. Managers shall be entitled for remuneration/commission even after the expiry of the
term on the income and receipts (including royalties) accruing for the work achieved,
committed and/or created during the term (though completed after expiry of the term).

6.5 Managers shall be entitled to remuneration/commission @ 30% of the gross receipts

and income earned by the Artist (Only excluding TDS). The managers shall pay the
remaining 70% of the receipts to the artist. The Artist shall be entitled to claim rebate
of the TDS amount paid to the Managers

6.6. In addition to the remuneration/commission referred herein above, the Managers are
at liberty to charge commission shall third parties with whom the Artists contracts are
executed. The Artist shall not object to the same.

6.7. In addition to the Managers remuneration/commission, the Managers shall be entitled

for reimbursement of expenses from the Artist in the following case :-

(i) All cost and expenses incurred for extra promotional

activities for the Artist such as cost and expenses incurred for travel, hotels, transport
costs etc;
(ii) Any cost and expenses incurred on behalf of the Artist
with his/her approval including travel and hotel expenses.

6.8 The following expenses are prepaid by Managers and will be deducted from the
Artist’s share of Gross Income: Composite cards & Portfolio book would be charged as
per actual. Any other expenses incurred by Managers towards the Artist. If the model /
artist doesn’t have a portfolio / model book the managers shall charge a fee of INR
40,000 for creating the same.

i) In the event it is agreed between the Parties that the payment for any Contractual
Engagement shall be routed through Artist, then in such an event Artist shall
immediately notify the Managers in writing via email of the payment being
received by him/ her and shall disburse Managers its Agency Fee / commission
within fifteen (15) days of receiving the same from the Client. The Manager’s
commission shall include 30% of the Gross Income. The Agency Fee shall be
subject to TDS and exclusive of applicable taxes.
 7. WARANTIES
7.1 The both parties hereby represents and warrants that as on date hereof.
7.1.1 has full legal right and authority to enter into this Agreement and perform all
obligations hereunder.
7.1.2. does not suffer from any legal disabilities and infirmities which would in any way affect
the performance hereunder, at any point of time.
7.1.3 confirm that there are no pending cases before any Court of Law or before any quasi
Judicial bodies not limited to any Trade Associations, or any Government Authorities
that may in any manner restrict or impair or prevent or create any impediments in
respect of the Activities as referred in this Agreement.

7.2 TERMINATION
7.2.1 Either Party shall be entitled to terminate this Agreement at any time by giving
3 months of notice during the Term of this Agreement.
7.2.2 The managers shall further be entitled to terminate this Agreement at any time
during the Term of this Agreement in case the artist is found in violation of the
terms & conditions set forth in this Agreement and in the eventuality of a
termination of such agreement, The managers can retain the entire Gross
Income collected by Managers on behalf of the Artist.

7.3 CONSEQUENCES OF TERMINATION

a) On termination of this Agreement:

(i) Managers shall immediately stop procuring/securing any new deals for the artist
with respect to the Contractual Engagements;
(ii) Artist shall be responsible for the full refund of the expenses, prepaid by
Managers (if not already deducted), if the Artist’s Agreement has been terminated
due to any violations of the conditions, as mentioned in this Agreement or if the
Artist independently cancels the Agreement after it’s signed.
 (iii) Notwithstanding anything contained in this Agreement, during the
Term of this Agreement or until disputes relating to the termination
of this Agreement are finally resolved, whichever is later, the Artist
agrees and undertakes not to employ or engage any other
company, mother agency, or manager who provides same or
similar services as Managers for the Territory.
(iv) the Artist shall complete and honor all the pre-booked
Assignments with all the obligations on the part of the Artist that
may be subsisting as on the date of such receipt under this
Agreement and shall continue providing his/her services under the
Contractual Engagements until subsistence of the term therein;
(v) Managers will be entitled to renew all Assignments already
executed prior to termination of this Agreement and/or in force at
the time of termination date of this Agreement
(vi) Managers shall continue providing management services to the
Artist for the Contractual Engagements already executed prior to
termination of this Agreement and/or in force at the time of
termination date of this Agreement;
(vii) The Artist shall not claim any rights whatsoever, damages, losses,
compensation or any other amounts in respect of the Assignments
from Managers.
b) The Artist shall complete and honor all the pre book assignments with
all the obligations on the part of the Artist that may be subsisting as on
the date of such receipt under this Agreement.
c) The Artist shall not claim any rights whatsoever, damages, losses,
compensation or any other amounts in respect of the assignments
from Managers or any other person whatsoever

d) Artist’s continued obligation to pay MANAGERS its Agency Fees:

After termination of this Agreement, MANAGERS shall continue to be
entitled to its Managers commission in respect of:
(i) Contractual Engagements procured by Managers which continue
to operate after the date of termination of this Agreement;
(ii) Any renewals / extensions of Contractual Engagements entered
into pursuant to this Agreement, even if such renewals take place
after the termination hereof;
(iii) Any Contractual Engagements procured for the Artist by
Managers, but for which the contracts or agreements are only
executed after the date of termination hereof.
(iv) Such commissions shall be paid by the Artist to Mamagers at the
rate and as per the terms, of this Agreement. Managers shall
continue to service such Contractual Engagements as required
under the terms hereof.
e) Survival of clauses: Notwithstanding the termination of this
Agreement, the provisions of this Agreement, the nature of which
 should reasonably require the survival thereof, shall survive the
termination of this Agreement.

8. INDEMNITY

8.1 The Artist agrees to defend, hold and indemnify and hereby
indemnifies the Managers, its successors, licensees, assigns and
agents from all third party claims, liabilities, damages, costs and
reasonable legal fees (excluding regular employment of the in house
legal counsel) arising directly and/or indirectly from any breach caused
by the Artist of any warranty made by him/her herein.
8.2. The Managers shall defend, hold indemnify and hereby indemnifies the
Artist his/her heirs, executors and assigns harmless from all third party
claims, litigation, liabilities, damages, costs and reasonable legal fees
arising from any breach by the Managers of any warranty or agreement
made by it hereunder or arising from any use of the rights granted
and/or materials supplied and/or services rendered by the Artist
hereunder.

9. NOTICES
All notices given pursuant to this Agreement shall be in writing and
shall be delivered to the addresses of the parties mentioned
hereinabove.

10. MISCELLANEOUS

10.1.ENTIRE AGREEMENT : This Agreement constitutes the entire

agreement between the signatories and shall supersede all negotiations,
preliminary agreements, and all prior and contemporaneous discussions and
understandings of the signatories in connection with the subject matter hereof.

10.2 CONSTRUCTION : The terms referred to in this Agreement, unless

defined otherwise or unless inconsistent with the context or meaning thereof
shall bear the same meaning as defined under the relevant statue/legislation.

10.3 AMDEMENTS : No change, modification or termination of any of the

terms, provisions, or conditions of this Agreement shall be effective unless
made in writing and signed and initialed by both the parties.

10.4. OTHER AGREEMENTS : The parties have not entered into and shall
not enter into any agreements, either oral or written, which are in/or shall be in
conflict with this Agreement.
 10.5. ASSIGNMENT : This Agreement is non-assignable.

10.6. BINDING NATURE : This Agreement will be binding upon the Managers
and all its agents, employees, nominees, successors and upon the Artist in
person.

10.8 waiver: save and except as expressly provided in this agreement no

exercise ,or failure to exercise, or delay in exercising any right, power or
remedy vested in any party shall constitute waiver by such party of that or any
other right , remedy or power
10.9 severability: if any paragraph, sub-paragraph , or provision of this
agreement , or the application of such paragraph , sub-paragraph or provision
is held invalid by court competent jurisdiction the remainder is this agreement
and the application of such paragraph sub- paragraph or provision to person
or circumstance other than those with respect to which it is held invalid shall
not be affected.

10.10 PARTIES TO ACT WITH DUE DILIGENCE AND IN GOOD FAITH: 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.

10.11 PARTNERSHIP OR AGENCY: Nothing in agreement shall constitute or

be deemed to constitute a partnership or agency between any of the
parties and none of them shall have any authority to bind the other in
any way

11. DISPUTE RESOLUTION

In the case of any dispute touching this Agreement, the Courts of

Mumbai only shall have jurisdiction to entertain and try disputes. All
disputes shall be referred to a sole arbitrator appointed by mutual
agreement between parties. The arbitration proceeding shall be held in
Mumbai only and shall be governed by arbitration and conciliation act
1996 or any statutory modifications thereof. The arbitration proceeding
shall be governed by the laws of India and held in English language.
IN WITNESS WHEREOF the parties hereto have set and subscribed their
hand and seal to this writing, this day and year first hereinabove written.

SIGNED AND DELIVERED )

BY THE FIRST PARTY/ )
MANAGERS )
Mr. Nishant Jadhwani, )
proprietor of ADORE MODELS )
)
IN THE PRESENCE OF: )
DATE -

SIGNED AND DELIVERED ) BY

THE SECOND PARTY/ ) ARTIST)
)
IN THE PRESENCE OF: )
DATE –
GUARDIANNAME- _
CONTACT-
PERM.ADDRESS

ARTIST CONTACT NUMBER –

ARTIST CONTACT E-MAIL ID- _
ARTIST INSTAGRAM ID-
ARTIST UIDA NO –
ARTIST PAN CARD –
ARTIST CINTAA NO -