PLUC and Collaborator are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS:

1. PLUC is a B2B2C creator economy platform working with creators and brands across the world “Platform”
2. The Collaborator is engaged in the field of [scripting, anchoring, visuals and related activities and specialise in making of documentaries/short films and other audio-visual content] (“AV Content”);
3. The Collaborator has approached PLUC and has demonstrate [his/her] interest in uploading and showing AV Content on Parties have been engaged in the discussions for working together on a project for creation of a limited web-series and have agreed to document their mutual understanding regarding their respective roles and responsibilities through the terms and conditions of this Agreement.

NOW THIS AGREEMENT WITNESSES AS UNDER:

1. DEFINITIONS

   1. Unless contrary to the context or meaning thereof, the following terms shall, wherever capitalized, have the meanings assigned to them below:
   1. “Affiliate” shall mean, as to any Party, any other person or entity that directly or indirectly controls, or is under common control with, or is controlled by, such Party;
   2. “Applicable Law” shall mean all laws, enactments, acts of legislature or parliament, ordinance, statutes, rules, orders, decrees, injunctions, licenses, permits, approvals, authorisations, consents, waivers, privileges, agreements, notifications, guidelines or policies and regulations of any government authority having jurisdiction over the Parties as such are in effect as of the date hereof or as may be amended, modified, re-enacted or revoked from time to time hereafter and includes any administrative interpretation, writ, injunction, directions, directives, judgment, arbitral award, decree orders and international tax treaties, as may be in force from time to time.
   3. “Arbitration Act”shall have the meaning assigned to such term in Clause 9.2.1.
   4. “Arbitration Notice”sshall have the meaning assigned to such term in Clause 9.2.1.
   5. “AV Content” shall have the meaning assigned to such term in Recital B and has been more clearly described in Schedule-I.
   6. “Confidential Information” means all of the PLUC’s and/or its Affiliates’ business plans, mechanisms, business related functions, activities and services, trade secrets, any audio-visual content (whether or not created, processed, designed, organised or otherwise worked on, partly or completely, by the Collaborators, business strategies, client (past, existing or potential) information including their names and names of the group such client belong to, the documents and information belonging to or about a client (past, existing or potential), proposed business (including shows, programs or any other proposed works), documents, audio-visual or any online or digital content prepared whether for/by PLUC, or its clients or for internal research or publication, services and products offered or to be offered, marketing strategies, methods of operation, tax records, markets, other valuable information, confidential information and trade related information relating to the business and useful or necessary for the success of the business and PLUC’s and/or its Affiliates’ activities, including IPR, financial information, such as PLUC’s and/or of its Affiliates’ earnings, assets, debts, prices, pricing structure, estimates, transaction details such as names or address, terms of services/sales, contracts of particular transactions/works, or related information about its members, marketing information, such as details about ongoing or proposed marketing programs or agreements by or on behalf of PLUC and/or its Affiliates, projections, or results of marketing efforts or information about impending transactions and any other information exchanged between the Parties or provided by PLUC to the Collaborators for performance of obligations under this Agreement as well as any oral information disclosed by PLUC pursuant to this Agreement, if designated as confidential at the time of disclosure, or subsequently or appears to be confidential from the nature of such information.
   7. “Dispute” shall have the meaning assigned to such term in Clause 9.2.1.
   8. “IPR” shall mean all patents, copyrights, trade secrets, trade dress, trademarks, trade names, service marks, industrial designs, know-how and any other intellectual property rights granted, created or recognised under Applicable Law, whether registered or unregistered and whether capable of registration or not, including but not limited to rights on (i) works of authorship, including computer programs, architecture, documentation, designs, files, audio-visual content, colour schemes, names, marks, designs, drawings, colour, artistic work, ideations, musical work, literary work records, digital content and data of any nature; (ii) inventions, discoveries, improvements and technology; (iii) proprietary information; (iv) databases, data compilations and collections and technical data; (v) software and financial tools, methods and processes; (vi) schematics and test methodologies; and (vii) any and all instantiations of the foregoing in any language, format or arrangement and embodied in any media.
   9. “Permission” shall have the meaning assigned to such term in Clause 3.9.
   10. “PLUC’s Intellectual Property” shall have the meaning assigned to such term in Clause 4.1.
   11. “PLUC Platform” shall have the meaning assigned to such term in Recital A.

2. Interpretation

   Save where the context otherwise requires, in this Agreement:
   1. references to a Preamble, Recital, Clause or Schedule is to a preamble, recital, clause or schedule of this Agreement;
   2. the Preamble, Recitals and Schedules shall be deemed to be incorporated in, and form an integral part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement;
   3. references to days, months or years are to Gregorian days, months and calendar years, respectively;
   4. reference to Rs., Rupees or INR is to the currency of the Republic of India;
   5. references to an agreement, document or contract shall mean such agreement, document or contract as amended, modified and altered from time to time;
   6. headings are for convenience only and shall not affect the construction or interpretation of any provision of this Agreement;
   7. where a word or phrase is defined, other parts of speech and grammatical forms and the cognate variations of that word or phrase shall have corresponding meanings;
   8. words importing the singular shall include the plural and vice versa;
   9. all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders;
   10. the expressions hereof, herein and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular Clause or provision in which the relevant expression appears;
   11. the responsibilities and obligations of the Collaborators are joint and several.

1. Scope of Engagement

   1. PLUC has agreed to upload certain AV Content belonging to the Collaborator on PLUC Platforms in accordance with the terms and conditions of this Agreement.
   2. The Collaborator has agreed to ensure full and proper compliance with all Applicable Laws with regards to the AV Content.
   3. The Collaborator undertakes that no fake data, image, video or other content shall be used in any of the AV Content uploaded on PLUC Platforms and that no data, image, video or content shall be presented or modified in order to or having the effect to misrepresent the date, time, location, or identity of the content or part thereof.
   4. The Collaborator specifically consents to the use of [his/her] name by PLUC as PLUC Collaborator/Creator on PLUC Platforms.

2. Proprietary Rights

   1. The Collaborator shall be the first and exclusive owner of all IPR in the AV Content uploaded on PLUC Platforms. The Collaborator grants PLUC a non-revocable and non-exclusive license in perpetuity comprised in Collaborator’s IPR in AV Content in accordance with the provisions of the Copyright Act, 1957.
   2. The Collaborator hereby undertakes to do any and all acts and execute any and all documents in such manner and at such locations as may be required by PLUC in its sole discretion in order to secure, protect, perfect or enforce any of the rights of PLUC pursuant to this Agreement.
   3. The Collaborator has not and shall not use a third party’s personal or proprietary rights in any of the AV Content uploaded on PLUC Platforms. In the event of any such use, the Collaborator shall be liable for any liability, claims, disputes, expenses which may arise from any such third party out of such use and also liable to indemnify PLUC in terms of this Agreement for all claims, losses, damages, expenses, whether direct or indirect, unless the Collaborator obtains appropriate releases, no-objection, permissions, permits and/or licenses (“Permission”) from those persons/parties whose personal or proprietary rights have been exploited in providing their Contribution. The Permission shall be obtained either in writing or in a visual format (e.g., a video), as applicable, and shall apply even for the interviews of any third parties.
   4. PLUC is relying on the representation of the Collaborator that the rights in the AV Content and all the related information vests completely in the Collaborator and PLUC shall in no manner be required to exercise any due diligence to ascertain the rights to use or license in the AV Content. All the AV Content shall be considered by PLUC as rights cleared unless intimated otherwise by the Collaborator and in any event, if there is a dispute on usage of any third party rights, the Collaborator shall be liable to indemnify PLUC for any loss or damage suffered by it, in any form or manner.

1. Rights in IPR

   
   The Collaborators understand and acknowledge that any and all IPR owned by PLUC or any of its Affiliates including those licensed to PLUC by a third party (“PLUC’s Intellectual Property”) shall under no circumstance become the property of the Collaborator and nothing contained herein shall be deemed to create any right in favour of the Collaborator in PLUC’s Intellectual Property.

2. Consideration

   1. It is clarified that the Collaborator’s consideration for entering into this Agreement is to use PLUC Platforms to reach a wider audience for, and spread the name and visibility of [his/her] AV Content.
   2. It is further clarified that the Collaborator is not entitled to any monetary consideration in any form or manner including any share in any revenue PLUC may earn from PLUC Platforms.

3. Confidentiality

   1. The Collaborators shall keep confidential any Confidential Information about PLUC’s business and/or PLUC Platform received from PLUC during the Term for the purposes of this Agreement.
   2. Any material or information provided to the Collaborator for the purpose of this Agreement shall be deemed also form part of Confidential Information.
   3. The Collaborator shall exercise the same care concerning Confidential Information as [he/she] would in preserving the confidential nature and proprietary rights of information owned by them and of the same or like value which shall not be less than reasonable care.
   4. The Collaborators shall not copy, reproduce (in any form) or translate any Confidential Information, in whole or in part, except for a reasonable number of copies necessary for the purposes of this Agreement without the advance written consent of PLUC.
   5. The Collaborators acknowledge the competitive value and confidential nature of the Confidential Information and that damage could result to PLUC and/or its Affiliate if any of the Confidential Information is disclosed to any third party by the Collaborator or any of [his/her] authorised recipient in breach of this Agreement or used by the Collaborator for purposes other than the Purpose
   6. If the Collaborator decides to reveal any Confidential Information to any third party, [he/she] shall obtain in advance the written consent of PLUC and comply with any conditions imposed by PLUC in connection with the revealing of the Confidential Information, such as requiring the third party to sign a confidentiality agreement.
   7. In the event that any court, governmental or regulatory body with jurisdiction over the Collaborator orders the disclosure of Confidential Information, regardless of whether such request has a legitimate legal basis, before disclosing such Confidential Information, the Collaborator shall consult with PLUC and comply with the following procedures:
      1. The Collaborator shall notify PLUC about the order and consult with PLUC about how to proceed;
      2. If Confidential Information is disclosed, the Collaborator shall notify the court, governmental or regulatory body that Confidential Information is confidential in nature; and
      3. The Collaborator shall cooperate with PLUC in [his/her] reasonable attempts to obtain legal relief from the order.
   8. In the event PLUC requests return or destruction of Confidential Information, the Collaborator shall cease the use of Confidential Information and within any time period specified by PLUC, return or destroy all originals, copies, reproductions, and translations held or controlled by the Collaborator or third party recipients of the same in accordance with the instructions of PLUC requesting the return. The Collaborator upon destruction of the Confidential Information shall provide PLUC with a written statement certifying that all such Confidential Information has been destroyed.
   9. This clause shall survive the expiry or termination of this Agreement and shall be valid for a period of 5 (five) years from the date of termination or earlier expiry of this Agreement.

1. Indemnity

   1. The Collaborator shall indemnify and shall keep indemnified and hold harmless, PLUC, its Affiliates and each of their respective officers, directors and employees from and against any and all claims, demands, damages, losses, liabilities, costs and expenses, whether direct or indirect, arising out of or caused by the breach or alleged breach (if alleged by any third party and/or PLUC or its Affiliates) of any representation, warranty or undertaking made by the Collaborator under this Agreement or are based on a violation of rights of a third party (including IPR, general right of privacy, data protection law, competition law).
   2. PLUC hereby indemnifies and shall keep indemnified and hold harmless, the Collaborator against any and all claims, demands, damages, losses, liabilities, costs and expenses arising out of or caused by the breach of any representation, warranty or undertaking made by PLUC under this Agreement.
   3. The indemnification rights under this Agreement are independent of, and in addition to, such other rights and remedies which the Parties may have at law, in equity or otherwise, including the right to seek specific performance, rescission, restitution or other injunctive relief, and such rights and remedies shall not be affected or diminished hereby.
   4. The indemnity obligations under this Clause shall survive any expiry or termination of this Agreement in so far as they pertain to any loss or claim resulting from acts or omissions during the term of this Agreement, in accordance with this Clause.

2. Termination

   1. Either Party may terminate this Agreement by giving a written notice of 30 (Thirty) days to the other Party.
   2. PLUC may terminate this Agreement by giving seven (7) days written notice if the Collaborator commits any act or omission which constitutes a breach under this Agreement, including but not limited to refusal or failure or negligence to perform any obligations under this Agreement.
   3. PLUC shall have the right, at its option, to cancel and/or terminate this Agreement in the event that the Collaborator shall (i) become involved in insolvency, dissolution, bankruptcy or receivership proceedings affecting the operation of its business or (ii) make an assignment of all or substantially all of its assets for the benefit of creditors, or in the event that (iii) a receiver or trustee is appointed for the Collaborator and the Collaborator shall, after the expiration of thirty (30) days following any of the events enumerated above, have been unable to secure a dismissal, stay or other suspension of such proceedings.
   4. No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. The obligations of Clauses 3, 4, 6, 7, 8.4 and 9 shall survive termination of this Agreement.

1. MISCELLANEOUS

   1. Governing Law

      
      This Agreement shall be governed by, and construed and enforced in accordance with the laws of India.

   2. Dispute Resolution

      1. Any dispute or difference arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination (“Dispute”), if not settled by mutual discussions and negotiations between the Parties within 30 (thirty) days of service of a notice of the Dispute by any Party to the other Party, shall be referred to, by any Party by serving a notice on the other Party (“Arbitration Notice”), and finally resolved by arbitration conducted under and in accordance with the Arbitration & Conciliation Act, 1996 (“Arbitration Act”), as amended or modified from time to time.
      2. The arbitration shall be conducted by a sole arbitrator jointly selected by the Parties within 15 (fifteen) days of the Arbitration Notice, failing which the sole arbitrator shall be appointed in accordance with the Arbitration Act.
      3. The seat, or legal place and venue of the arbitration shall be New Delhi and the award shall be final and binding on the Parties. The language to be used in arbitration shall be English. The arbitrator shall be required to provide reasons for the award.

   3. Assignment

      This Agreement is personal to the Collaborator and the Collaborator cannot assign, subcontract or transfer any rights or obligations hereunder, to any other person or entity. However, PLUC may assign this Agreement, in part or whole, upon notice to the Collaborator.

   4. Severability

      If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future applicable law, then (a) such provision shall be fully severable; (b) this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; (c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision, or by its severance herefrom; and (d) in lieu of such illegal, invalid, or unenforceable provision, there shall be added, automatically, as a part of this Agreement, a legal, valid, and enforceable provision as similar in terms and effect to such illegal, invalid, or unenforceable provision as may be possible.

   5. Waiver

      A waiver of any of the terms and conditions hereto, shall not be valid or binding unless made by an instrument in writing, duly executed by all the Parties.

   6. Force Majeure

      1. Neither PLUC nor the Collaborators shall be liable for any inability to fulfil their commitments hereunder occasioned in whole or in part by force-majeure, strike, lock-out, lock-down, epidemic or pandemic, fire, breakdown, war, destruction of network, act or regulation of Government, inability to secure Government authorisation and / or approvals or any other cause beyond their reasonable control (“Force Majeure Event”).
      2. TThe Party claiming the Force Majeure Event shall promptly notify the other Party in writing of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to overcome the delay or stoppage.
      3. If the Force Majeure Event continues for more than 30 (thirty) consecutive days, PLUC may, at its sole discretion terminate this Agreement with immediate effect on giving written notice and it shall not be liable to the Collaborator for such termination.

   7. Entire Agreement

      This Agreement constitutes the full understanding of the Parties, and the complete and exclusive statement of the terms and conditions of the Agreement relating to the subject matter hereof, and supersedes any and all prior agreements, whether written or oral, that may exist between the Parties with respect hereto.