AGREEMENT

Dated:
BETWEEN:
(1) __________________________
(the
Supplier),
based
at
_________________________________ represented by ______________________, fully
empowered to contract in this context.
And

(2) Handygo Technologies Pvt. Ltd. (the Distributor), company with its address at 405-406,
Ansal Bhawan, 16 K.G. Marg, Connaught Place, New Delhi, India.
BACKGROUND:
A.
B.

The Supplier is a supplier of formatted content and products for distribution via mobile
networks (the Content) and the Distributor is a promoter and seller of mobile entertainment
services;
The Parties hereby agree on a framework for reselling the Content in accordance with the
terms and conditions set out herein (this Agreement)

IT IS HEREBY AGREED AS FOLLOWS:

1.

GRANT OF RIGHTS

1.1

Subject to the provisions of this Agreement, Supplier hereby grants during the term an nonexclusive, non-transferable licence to Distributor:
(a) To convert the Content into a format suitable for mobile handsets; and
(b) To promote and distribute the Content and make it available to End Users via public mobile
telecommunications networks territories defined in Appendix A of this contract.
(c) Payment Gateway Integration (Telecom Operator Billing).

1.2

For the avoidance of doubt, all ownership and other rights over the Content are hereby
reserved to the Supplier including over transformations and derivative works prepared by or on
behalf of the Distributor. The Distributor agrees to promote the Suppliers Content and cover all
costs arising out of the promotion and/or marketing of the Content.

1.3

The Agreement would cover Mobile Wireless Technology; means any mobile wireless technology
General Packet Radio Services (GPRS), the Global System for Mobile Communications (GSM),
Enhanced Data GSM environment (EDGE), Code division multiple access (CDMA), High Speed
Circuit Switched Data (HSCSD), Personal Communications Networks (PCN), Wireless Application
Protocol (WAP) and the universal mobile telecommunication system (UMTS) and their related
or derivative system and services or any combination of. which is or may be used during the
Term with radio frequency spectrum in any band to enable or facilitate transmission of textual
material, data, voice, video, or multimedia services to Mobile Devices and which includes
without limitation wireless technology employed in

1.4

The agreement would also cover Website/portal/app ; means content services on the our
Website/portal/app which may be used in subscription services offered to our
Website/portal/app users .

2.

Content ,FEES & Payments

2.1

The content Category include:

2.2

Fun related Videos

Fun related Audios
Fun related Text and Images
Any other new format

Revenue Share to Supplier

The Distributor is entitled to pay the Supplier; 40% of the Net Revenue received by
Handygo from Operator.
Refer to Annexure B for the price points applicable across all Networks and across different
products.
Download Report
The download report to be shared with the supplier every 60 days where all the content has
been marketed to the networks.
Payments to Supplier
Fees payable to Supplier under this Agreement shall be paid to Supplier quarterly as per
calendar year (Jan-Dec) in which income are received by Distributor accompanied by a
statement describing the calculation of sales and revenues from sales of the Contents including
the units distributed during the relevant period.
The payment to the supplier to be made within 60 days from the date of invoice received from
the supplier.

3.

RESPONSIBILITIES OF THE PARTIES

3.1

The Supplier agrees to provide the Distributor with the Content, mutually agreed in advance, in
electronic format following the signing of this Agreement. The Supplier may also provide highresolution version(s) of the same Content at its sole discretion so the Distributor may use this
for advertising and promotional material.

3.2

The Distributor shall examine the Content on delivery and notify in writing to the Supplier any
defects found within 10 days of receipt. The Supplier shall then use its reasonable endeavours
to either cure such defects or supply alternatives.

3.3

The Distributor agrees to promote the Content in accordance with any regulations applicable in
each territory in which the Content are distributed and with all due care and skill of a competent
provider in accordance with industry standards. The Distributor guarantees that it has obtained
all relevant licences and permissions required for this purpose. Distributor will use commercially
reasonable effort to promoting the Contents using the amount of resources in this process as
Distributor customarily uses on projects of a similar nature. Distribution shall be done in such a
way that the recipient of the Contents is made aware that the Contents cannot be transmitted
or sold to any third parties.

4.

COPYRIGHT & LICENCES

4.1

The Supplier is the owner or has obtained the legal rights to grant the rights granted by this
agreement relating to the Content to the Distributor.

4.2

Supplier has sole rights to all intellectual property rights, including without limitation any and all
patents, utility models, trade marks, rights in designs, trade, business or domain names, knowhow, rights in databases, copyrights, rights in inventions, ideas, concepts, trade secrets and
other confidential information, in and to Content delivered under this Agreement.

4.3

As the Supplier holds all copyright, trademarks, ownership rights of the content or the
rights to license the content provided by, to the Distributor, any legal ownership or copyright
issues filed in objection by any third party against any content would make the supplier liable
for the same subject to such objected content(s) is/are not modified by distributor. All financial
liabilities in form of penalties, claims of financial losses, legal proceedings fees to be paid to the
third party would have to be borne by the Supplier and the Supplier disclaims the Distributor of
any financial liability of the same subject to such objected content(s) is/are not modified by
distributor.

5.

PUBLICITY

5.1

Both parties authorize the other to refer (orally as well as in writing, whether on the internet or
otherwise) to the fact that Suppliers Content is accessible through Distributor. However, neither
Party shall otherwise publicize the terms of this Agreement to any third party without prior
written consent from the other Party after that Partys review and approval of the form and
content of any publicity release or other press announcement.

5.2

The Parties shall keep any information learned regarding the business of the other Party
confidential and shall not disclose it other to their own employees or agents to the extent
necessary for the performance of this Agreement. This obligation does not apply to information
that becomes publicly known without any breach of this Agreement, or to information that is
required to be disclosed by law or any court or regulator.

6.

ASSIGNMENT

6.1

Neither party may assign this Agreement or any of its rights or obligations hereunder, or
delegate any obligations hereunder, without the prior written consent of the other party, save
that the Supplier may assign this Agreement or any of its rights or obligations to any person
that is able to provide the Content.

7.

INDEMNITIES

7.1

Each party shall indemnify and hold the other party harmless from and against any claims,
damages, liabilities and costs and expenses (including without limitation reasonable attorneys
fees) arising out of the indemnifying partys breach of this Agreement.
Further, Distributor shall indemnify and hold the other party harmless from and against any
claims, damages, liabilities and costs and expenses (including without limitation reasonable
attorneys fees) arising out of any actions or omissions on the part of Distributor in reproducing,
distributing or marketing the Contents in Distributor's distribution channel in accordance with
this Agreement; alleged infringement or violation of any copyright, trademark, patent, trade
secret or other intellectual property right the extent said claims arise from Distributors
processing of the Contents packaging and other materials provided by Distributor or
modifications or additions to the contents made by Distributor.
For the avoidance of doubt Supplier disclaims any and all liability for the use made of the
Contents by the Distributor including violations of applicable laws and regulations.

8.

RECORDS AND AUDITING

8.1

The Distributor will provide the Supplier Internet-based, sales statistics on monthly basis
whenever available. Also the payment to Supplier would take place quarterly based on the
downloads reports. Distributor shall keep true and accurate accounts and records books and
records of sales of Contents and other financial items relevant to the calculation of amounts due
to Supplier under this Agreement (Accounts and Records).

9.

TERM OF AGREEMENT AND TERMINATION

9.1

This agreement comes into effect upon signature of both parties and unless terminated in
accordance with this clause shall remain in effect for a minimum term of twelve months. The
Agreement shall continue thereafter for further consecutive terms of twelve months unless or
until terminated by either party by not less than sixty days notice in writing to the other party
to the expiry of the relevant twelve month period.

9.2

Either party may terminate this Agreement immediately

(a) if the other party files a petition for bankruptcy, becomes insolvent, suspends payments to
or makes an assignment for the benefit of its creditors, or a receiver is appointed for the
other party or its business; or
(b) upon the occurrence of a material breach of this Agreement by the other party if such
breach is not cured within ten (10) days after written notice is received by the breaching
party identifying the matter constituting the material breach; or
(c) if any law prevents the performance of the essential obligations under this Agreement.

9.3

Upon expiry or termination of this Agreement for any reason, the Distributor shall immediately:
(a) cease to use the Content for any purpose and delete all copies and derivatives hosted on
its own and distributors networks. The Distributor will send written confirmation of this
upon completion;
(b) return all physical media containing Content in its possession or control, including any
copies, versions, or derivate works thereof, to Supplier, and
(c) pay Supplier any revenue accrued as of the date of termination.
(d) Shall stop any type of use , of any already supplied content

10.

MISCELLANEOUS

10.1 This Agreement sets out the entire agreement between the Parties in relation to the provision of
the Content and may only be amended by a written document executed by both Parties.
10.2 This Agreement and the performance of all obligations hereunder shall be governed, construed
and enforced in accordance with the laws of New Delhi; India.
10.3 Disputes arising from the execution of this contract shall be resolved by mutual negotiation, for
further legal action, either party have the right to prosecute, the venue shall be restricted to the
local courts of Mumbai.
10.4 In Case of increase of New Territories ventured by Distributor, the Distributor would intimate
the Supplier of the same and would take the necessary approval in writing from the Supplier to
offer content provided by the supplier to the new network. This would also apply for New
Territories ventured by the supplier.
10.5 No amendments to or waiver of any provision of this agreement shall be effective unless it is in
writing and signed by both parties.
This Agreement has been executed in two counterparts of whom the Parties have received one copy
each. A faxed copy of the signed original shall be treated as an original.
Signed:

Name
:
Position :
Company :

Name
:
Position :
Company :

----------------------------------------------Supplier

---------------------------------------------Distributor
Annexure A

Network Covered in India

1.
2.
3.
4.
5.
6.
7.
8.

Airtel
Vodafone
BSNL
Telenor
Reliance
Tata
Idea
Aircel

In Case of increase of Network Operators in the Territories defined under this agreement, the
Distributor would intimate the Supplier of the same and would take the necessary approval in writing
from the Supplier to offer content provided by the supplier to the new network. This would also apply
for New Territories ventured by the Distributor in the future.