AGENCY ADVERTISING AGREEMENT

BETWEEN

Himalaya Wellness Company ___

AND

Curry Nation Brand Conversations Pvt Ltd

The contents of this document are sensitive and confidential and restricted to employees of Hi-
malaya Wellness Company and employees of Curry Nation Brand Conversations Pvt Ltd. The con-
tents hereof are the Property of Curry Nation Brand Conversations Pvt Ltd and Himalaya Wellness
Company, and may be legally privileged. Confidentiality of these contents must be preserved and
not disclosed, copied or disclosed unless authorized and consented to by both the Parties to the
Agreement. This document and its contents are for the use and benefit of Curry Nation Brand Con-
versations Pvt Ltd and Himalaya Wellness Company Employees and specifically authorized person-
nel only.
 AGENCY ADVERTISING AGREEMENT

AGENCY & CLIENT AGREEMENT

This Agreement is made at Mumbaiin Bangalore on this 19th ___t18th Day of November
( Month), 2024 ;

BY & BETWEEN

Himalaya Wellness Company ___ , a company incorporated under the provisions of Companies
Act, 1956partnership concern duly registered as per the laws of India having its Registered Office
principal place of business at ____ Tumkur Road, Makali, Bangalore 562 162_______ ______
______ ______ ________ _________ _______ ____. hereinafter referred to as ‘HIMALAYA’ (which
expression unless repugnant to the context shall be deemed to include its successors and permit-
ted assigns) of the FIRST PART,

AND

Curry Nation Brand Conversations Pvt Ltd, a Company incorporated under Indian Companies Act,
1956 and having its Registered Office at 1st Floor, C- 109, Dosti Aster, Dosti Acres, Wadala , Mum-
bai- 400037., hereinafter referred to as ‘AGENCY’ (which expression unless repugnant to the con-
text shall be deemed to include its successors and permitted assigns) of the SECOND PART.

(HIMALAYA and The AGENCY are hereinafter also collectively referred to as 'Parties' and individu-
ally as 'Party')

WHEREAS:

a. The AGENCY is, inter-alia, engaged in the business of Advertising, Publicity, Out of Home
Advertising, Ad Films & TV Software Productions, Airtime Marketing, Relationship Building
Services, etc. (hereinafter referred to as “Services”) and has represented to HIMALAYA that
it has requisite expertise, knowledge and infrastructure to provide the desired Services to
HIMALAYA.

b. HIMALAYA is interalia engaged in research and development, manufacturing and

commercialization of Herbal healthcare, consumer care, mother care, baby care,
animal care, wellness, Food products worldwide;
retailing business, dealing various retail stores under the name and style of “Rehydrate” sit-
uated in various parts of the country.

[c.] WHEREAS WHEREAS, HIMALAYA seeks to appoint the AGENCY as its Advertising Partner for
strategizing, planning, and executing advertising and promotional activities aimed at en-
hancing the visibility and marketability of its product(s) under the brand name "Himalaya" ,
which encompasses a diverse range of ayurvedic medicaments & consumer goods

c.[d.] The AGENCY is willing to act as the Communications Consultants of HIMALAYA on a principal
to principal basis, and it is hereby agreed between the Parties as under:

NOW THIS DEED WITNESSETH AS UNDER:

1. APPOINTMENT & TERM

a) HIMALAYA hereby appoints the AGENCY as their advertising agents and consultants
for advertising, publicity and promotion for their products/services including but not

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 AGENCY ADVERTISING AGREEMENT
limited to institutional, statutory, appointment, tender notice, public notice adver-
tisements, etc. as listed in the scope of work, on the terms and conditions forming
part of this Agreement.
[b)] The appointment shall commence on ______________ 18th November and shall re-
main in force for a period of ___________ year(s)1 month, unless terminated earlier
in accordance with the terms of this Agreement. The Agreement may be renewed
upon mutual consent of both Parties, subject to any revised terms and conditions
agreed upon at the time of renewal.

2. SCOPE OF WORK

a) To provide Branding and Communication and incidental and ancillary Services more
particularly listed in Annexure “A”( “Scope of Work (SOW)”)

b) Whenever HIMALAYA requires the services of the AGENCY for specific projects out-
side the scope of work as specified in clause 2(a) above, including but not limited to
marketing consultancy, planning of special promotion activities through social net-
working site or any other online/offline medium, editorial publicity, public relations,
journalism, competitive checking, the AGENCY shall provide such services to HI-
MALAYA at prior approved service fees as may be mutually agreed to between the
Parties in writing. Approval for additional services and associated fees must be ob-
tained in writing from authorized representatives of both Parties.

3. APPROVALS

[a)] Estimates for Services other than Project ship Fees shall be submitted by the AGENCY
for the prior written approval of HIMALAYA and returned to the AGENCY as autho-
rized to incur cost on behalf of HIMALAYA. HIMALAYA may issue a Purchase Order
confirming approval of costs and services in favor of AGENCY. In the absence of a
signed and approved estimate, HIMALAYA’s letter, fax,e-mails and HIMALAYA’s duly
approved minutes of meetings will be treated as an official sanction and authority
from HIMALAYA to incur costs/expenses on their behalf. In case of any cancellations
or revisions requested by HIMALAYA for the work already approved earlier, the
AGENCY will try and implement HIMALAYAs request, however in case of any activity
already done and the activity which could not be cancelled or revised which was ap-
proved earlier shall be duly paid by HIMALAYA.

a)[b)] The Agency shall ensure that each creation, advertising and promotional
matter/material is honest, truthful and conforms to legal requirements. All relevant
matter/material before proceeding with execution/release will be submitted to HI-
MALAYA for approval and will be released published post approval of HIMALAYA
only.
b)[c)] If the matter/material approved by HIMALAYA is released according to HIMALAYA’s
instructions and then found to contain errors or omissions in the approved artwork
of HIMALAYA due to fault of HIMALAYA then HIMALAYA shall agree to bear the
charges.

c)[d)] HIMALAYA accepts the responsibility for all HIMALAYA approved contracts entered
into and all approved orders placed by the AGENCY on its behalf as per the estimate
approved by HIMALAYA under clause 3(a) above provided such contracts and orders
shall be pre-approved in writing by HIMALAYA

d)[e)] In the event that HIMALAYA approves any Third Party Costs in respect of a Campaign,
and the AGENCY subsequently becomes aware or has reason to believe that the ac-
tual costs incurred will exceed the approved costs or estimated costs (as the case

Signature (AGENCY) Signature (CLIENT)

 AGENCY ADVERTISING AGREEMENT
may be), the AGENCY shall inform HIMALAYA in writing of such excess cost and shall
seek HIMALAYA’s prior written approval thereon.

4. THIRD-PARTY IPR

a) Each of the parties have represented that it is the exclusive owner of its Intellectual
Properties including its patents/trademarks /copyright etc. Each of the parties shall
be solely responsible to protect its own proprietary rights in the Patents/trademarks
/copyright and, in particular, to defend the proprietary right against any challenges
to bring proceedings for violation of proprietary rights.

b) Each Party will act in good faith and will keep the other’s rights and interests fully
protected from all possible infringements including but not limited to intellectual
property rights, confidentiality, marketing rights, right to receive payments, insur-
ance, etc.

5. FEES AND OTHER CHARGES

a) In consideration for the services rendered by the AGENCY pursuant to this Agree-
ment, HIMALAYA shall pay to the AGENCY the amounts as set out in this Agreement.
It is agreed between the Parties that the obligation of HIMALAYA to pay the
amounts as set out in this Agreement shall be subject to the discharge of the obliga-
tions by the AGENCY and performance of the services as provided herein within the
timelines agreed upon between HIMALAYA and the AGENCY. All payments under
this Agreement shall be made by HIMALAYA to the AGENCY after deduction of appli-
cable taxes at source and other applicable taxes as per the laws and regulations of
India prevailing at the time of payment. Upon execution of this Agreement, the
AGENCY shall submit a copy of its PAN Card and also provide the details of its Goods
and Service Tax registration to HIMALAYA.

b) Projectship Fees:
HIMALAYA agrees to pay the AGENCY a Project Fee of Rs.3,50,000/- (Rupees Three
Lacs Fifty Thousand Only) (excluding tax) for the term of this Agreement.

c) Charges for other third party cost:

All third party costs not covered in project ship including purchase of images, photo-
graphs, film shoots, retouching of images, languages renditions, beta transfers, tal-
ent charges, editing, production of radio jingle, research costs etc. shall be incurred
with prior written approval of HIMALAYA and shall be billed to HIMALAYA at actual
and supported by original, bills, invoice.

Further, language translation will be charged extra and will not be covered under
any Project fee. It will be third party cost and shall be incurred with prior written
approval of HIMALAYA.

d) Administration:
Charges like freight, postage, packaging and any transportation/insurance charges
involved in sending advertising material on behalf of HIMALAYA with prior approval
from HIMALAYA for the same shall be billed at actuals as per pre – approved esti-
mates/rates. Charges incurred in carrying out HIMALAYAs instructions shall be billed
at actuals as per the pre – approved estimates and supported by original, bills, in-
voice

f) Special Promotion and Other services:

Whenever HIMALAYA requires the services of the AGENCY for specific projects
outside the area of preparing and placing of advertisements, such as planning of
special promotion activities through social networking site or any other online &

Signature (AGENCY) Signature (CLIENT)

 AGENCY ADVERTISING AGREEMENT
offline medium, editorial publicity, public relations, journalism, competitive
checking etc., the AGENCY shall provide such services of HIMALAYA at prior ap-
proved service fees.

f) All charges for production of any kind of photography, films, commercials, radio jin-
gles and any other charges for pre and post production services shall be billed to HI-
MALAYA on the costs plus applicable taxes as per the pre-approved estimates. Ad-
vance payment shall be made by HIMALAYA wherever, so stipulated/required.

g) Travel & Boarding:

Travel by operating team will be reimburse as per actuals on the brand and to be
clear in the following months calendar will raised separately for the project.

Other All pre-approved outstation travel & boarding expenses borne by the AGENCY
shall be reimbursed by HIMALAYA as approved or on actuals and supported by origi-
nal, bills, invoice.

6. INVOICING PATTERN

a) HIMALAYA shall pay the AGENCY, as per the agreed rate in clause 5 above. HI-
MALAYA also agrees to bear Goods and Service Tax.

b) All payments by HIMALAYA to the AGENCY under this Agreement shall be drawn in
the name of “Curry Nation Brand Conversations Pvt Ltd”, in case of payments
through cheque / demand drafts the same shall be subject to deduction of all appli-
cable taxes, including income tax at source if applicable.

[c)] The AGENCY shall raise the Project invoice 50% project fee before commencement of
Project (i.e. Advance). 25% fee to be paid after approval of concepts. 25% to be paid
post KV finalization. The AGENCY shall raise the Project invoice with 50% of the
project fee to be paid after approval presentation of concepts. The remaining 50%
of the project fee shall be paid upon final delivery of the Key Visual/s

c)[d)] Agency will raise invoice on the as per project work mention & Payment will be
cleared immediately as mentioned above.

d)[e)] HIMALAYA shall on receipt of the invoices thoroughly check the same, it shall be in-
cumbent on HIMALAYA to draw the attention of the AGENCY to any discrepancies.
[f)] Himalaya shall ensure payment of all undisputed invoices raised by the AGENCY within
457 (forty-fiveseven) days from the date of receipt of the invoice.

e)[g)] Advance Payments

In the course of Project whenever the AGENCY is required to make advance pay-
ments to models, photographers, hoarding contractors, etc., on behalf of HI-
MALAYA, these shall be paid by HIMALAYA in advance ( as & when required). The
AGENCY shall execute such work only after receiving advance payments and against
signed and approved estimates for all such assignments. Wherever applicable and
after HIMALAYA approval, payments will be released to Digital & Media concerned
vendors. Wherever applicable and after client approval, payments will be released
to concerned vendors.

f)[h)] Any delay by HIMALAYA in making the payments to the AGENCY, towards the fees or
any other charges as listed in clause (5), shall attract Interest at 12% pa on the num-
ber of days the payments is so delayed beyond credit period mentioned in clause

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 AGENCY ADVERTISING AGREEMENT
6(c)except disputed invoice. Provided, however, that no such interest shall accrue
for delays in payment caused by a Force Majeure event, as defined in clause 17.

g)[i)] It is expressly understood by and between the parties that any documents, declarations,
certifications including but not limited to any/all financial details/ balance confirmations,
no due certificates etc., which may be required as and/or incidental to this agreement shall
be signed and executed solely by the authorized signatory of this agreement or at the op-
tion and authority of the authorized signatory, by any person delegated to sign/execute
such documents. Any person signing such documents other than as specified hereinabove
shall render the said documents void, invalid and not maintainable.

h)[j)] Any dispute arises in Invoice shall be resolved through mutual discussion.

7. STAMP DUTY AND REGISTRATION

a) The stamp duty / registration related charges if any payable in respect of this Agree-
ment shall be borne equally by the Parties.

8. APPROPRIATION

a) Along with the payment made by HIMALAYA, it shall clearly specify the bills against
which the payment has been made and is to be adjusted.

9. CONFIDENTIAL INFORMATION

9.1 For the purpose of this Article, the information marked as ‘Confidential Information’
shall be treated as ‘Confidential Information’. In order to protect the Confidential In-
formation from improper disclosure, the Parties agree:

a) That all Information marked as ‘Confidential Information’ shall be and remain the
exclusive property of disclosing Party.

b) No Party will disclose any of the Confidential Information to any person except
those of their employees, consultants, contractors and advisors having a need to
know whole or portion of such information in order to accomplish the purpose of
such Party’s respective obligation under this Agreement and will require each em-
ployee(s), consultants, contractors and advisors before he or she receives direct or
indirect access to the Confidential Information to acknowledge the confidential and
proprietary nature of the Confidential Information and agree to be bound by the
obligations of HIMALAYA and/or the AGENCY, as the case may be, under this Agree-
ment.

c) To keep such Confidential Information confidential and to take reasonable measures

to prevent disclosure (including without limitation to third parties) or unauthorized
use of such information;

d) Not to advertise or publish or disclose such Confidential Information to others or au-

thorize anyone else to copy or publish or disclose such Confidential Information to
any third party without the prior written approval of the other Party;

e) To return promptly any and all copies of such Confidential Information to the other
Party at its request or to destroy copies of such Confidential Information at the re-
quest of the other Party and certify the same in writing;

f) Not to use such Confidential Information for any purposes other than those directly
related to the fulfillment of each Party’s obligations hereunder; and

Signature (AGENCY) Signature (CLIENT)

 AGENCY ADVERTISING AGREEMENT

g) Not to use any such Confidential Information of the other Party for its own benefit,
or the benefit of any third party, without the prior written consent of the other
Party.

9.2 Exceptions: The obligations with respect to confidentiality contained herein shall not
apply to information which:-

a) Is in the public domain at the time of disclosure; or which later becomes part of the
public domain where public domain would mean to include Company website or
any published material in any media available through no breach of this Agreement
and only after such later date; or

b) Where a Party can demonstrate to the satisfaction of other Party that the informa-
tion was in its possession prior to disclosure; or

c) Is acquired from a third party, which is not bound by any non-disclosure obligation
entered into with any of the Parties to this Agreement and has a legal right to dis -
close such Confidential Information; or

d) Is independently developed, outside this Agreement, through its own expertise; or

e) Is approved for release in writing; or

f) A Party is obliged to disclose under law or by the order of a competent Court, Gov-
ernment or any other Regulatory Authority. Where such disclosure is required to be
made as specified herein, the Party so obligated to disclose shall promptly intimate
the other Party of such an obligation and give adequate written notice to the other
Party before making any disclosure so that the other Party may have adequate op-
portunity to respond prior to such disclosures; as also make disclosure only to the
extent as required.

10. INDEMNITY

a) Either Party shall indemnify and hold harmless the other against all actions, suits,
proceeding and claims, and liabilities, charges, expenses, costs (including reasonable
attorney’s costs), losses or damages of whatsoever nature brought against, suffered
or incurred by the other Party by reason of any breach of any representation or war-
ranty or non-observance or non-performance by the defaulting Party of the terms,
conditions, agreements and provisions contained in this Agreement and/or the
statutory rules and regulations applicable and in force, from time to time, for carry-
ing out its obligations under this Agreement and/or infringement of any Intellectual
Property Rights of any third party. The provisions relating to indemnity contained in
this Agreement shall survive the termination of this Agreement.

11. LIMITATION OF LIABILITY

a) Neither Party shall be liable to the other in contract, strict liability, and warranty or
otherwise for any special, indirect or consequential damages arising from or in con-
nection with this Agreement.

12. FAULTY REPRODUCTION

a) AGENCY shall ensure that the advertising/promotional material supplied is of the

best possible quality to eliminate the prospect of rejection of insertions and in case
any rework is required for no fault of Agency, HIMALAYA shall undertake to pay for
such reworks and in the event of default by Agency then they are liable to pay all

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 AGENCY ADVERTISING AGREEMENT
dues on his own. The Agency shall ensure that it shall comply with the rules laid
down by the Indian Newspaper Society/AIR/ Doordarshan/ IBF /ASCI relating to ad-
vertisements and shall not create works which are unethical or faulty/illegal.

13. CREATIONS, COPYRIGHT

a) The Parties recognize that HIMALAYA may provide or the AGENCY may develop or
create jointly with HIMALAYA or otherwise any original concepts, ideas, plans, pre-
sentations, and similar intangible or intellectual property under this Agreement
(hereinafter collectively referred to as 'Creations').

b) Agency agrees and acknowledges that the ownership in the creation, art work, de-
signs, drawings, symbols, images, models, messages, databases, press advertise-
ments, literature, scripts, music, radio tapes and programs, logos and corporate
graphics, TV spots and films and literary works (“Works”) provided to Client or cre-
ated or developed by Agency for or in relation to the performance of its services
under this Agreement and the right to publish, reproduce, make or issue copies,
adaptations or translations or communicate to the public, the Works, in any form,
format, digital, electronic or otherwise, with editing or without editing or by any
means, mode or medium now known or may be discovered in future without limita-
tion, shall perpetually, permanently, exclusively, irrevocably and unconditionally,
without any encumbrance thereon, for the entire world vest with and be freely as-
signed to HIMALAYA subject to receipt of undisputed fees and charges under this
agreement and the agency shall not limit, restrict or interfere with HIMALAYAs
rights including those acquired under this Agreement in any manner, directly or indi-
rectly. The Agency shall ensure that all Works commissioned or procured by it for
the purpose of providing its services hereunder shall be freely assignable to and
shall vest in HIMALAYA in terms of this clause.

c) All creations and works as defined hereinabove provided by HIMALAYA or created

by the AGENCY pursuant to this agreement cannot be shared or used by the agency
for any other purpose / party / brand / organization during and after the term of this
agreement.

d) Agency shall maintain dignity and goodwill of the HIMALAYA its affiliates and its
brand through creation and works and shall not create or upload any Work, con-
tent, information which is derogatory or undesirable to HIMALAYA or to any third
party , if any such content appear HIMALAYA may direct the agency to remove
such content forthwith.

e) The Agency warrants that all creations and works as defined hereinabove shall not
violate any third party intellectual property rights .

14. REPRESENTATION AND WARRANTY

Each Party hereby represents and warrants to the other as follows:

a) It is duly organized and validly existing under the laws of India, and has full power
and authority to enter into this Agreement and to perform its obligations under this
Agreement; and

b) The execution and delivery of this Agreement and the performance by it of its obli-
gations under this Agreement have been duly and validly authorized by all necessary
corporate actions on the part of the parties. This Agreement constitutes legal, valid
and binding obligation enforceable against the parties in accordance with its terms.

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 AGENCY ADVERTISING AGREEMENT
c) HIMALAYA’s obligations:

i. HIMALAYA shall make all payments to AGENCY strictly in accordance with the
terms set out in Clause 5.

ii. It is agreed and understood that AGENCY’s provision of the Services under
this Agreement depends upon the timely cooperation and assistance of HI-
MALAYA as may be reasonably required by AGENCY, from time to time when
asked by the AGENCY in advance.

iii. HIMALAYA acknowledges that the AGENCY has made no representations as to

the possible or expected success of the advertising services and that no repre-
sentative of the AGENCY is authorized to make any such representations on
behalf of the AGENCY; and further each Party acknowledges that it has not re-
lied upon any representation made by the other Party, except for those rep-
resentations, if any, expressly set forth herein in writing in this Agreement

15. DISPUTE RESOLUTION

a) Any and all breaches (including without limitation breach of warranty) or claims, dis-
putes, questions or controversies involving the Parties hereto or arising out of or in
connection with this Agreement, including its execution, interpretation, validity,
scope, operation, performance, effect, breach or termination (collectively, “Dis-
putes”), shall be referred to and finally resolved by binding arbitration, under the
Rules of Arbitration of the Indian Council of Arbitration (“ICA Rules”), which rules
are deemed to be incorporated by reference into this clause. The Parties agree to
seek to resolve any Dispute arising out of the Agreement in accordance with the fol-
lowing escalation procedures before commencing the arbitration procedures de-
scribed below.

b) The Contact Persons of both Parties shall work in good faith to try to resolve and/or
cure the Dispute within seven days from the date of intimation of notice to either
parties that a Dispute has occurred. If the Contact Persons fail to reach an agree-
ment on the Dispute within seven days, the dispute shall be referred to the senior
management of the respective companies who shall try to resolve the Dispute
within a further fifteen day period. If no amicable resolution is found each Party is
entitled to commence the arbitration proceedings described below.

[c)] The arbitration shall be held in MumbaiBangalore. The Party raising the dispute shall
serve a notice upon the other Party advising that a dispute or difference has arisen
and nominate on that notice its own arbitrator. The Party receiving the notice shall,
within 30 days after receiving such notice, nominate its arbitrator by advising the
Party raising the dispute by a written communication along with the name of the ar-
bitrator appointed by the other Party. The arbitrators so appointed shall appoint a
third arbitrator. The language of the arbitration shall be English. The governing law
of the contract shall be the substantive law of India. The procedural law of the arbi-
tration shall be the Arbitration and Conciliation Act, 1996 as amended. The Parties
agree that the arbitrator must have had prior experience sitting as arbitrators in
commercial arbitrations. The award of the arbitrator, including the apportionment
of the expenses of the arbitration, shall be final and binding upon the parties, and
judgment upon the award rendered may be entered in any court having jurisdiction.

c)[d)] The Parties hereto expressly understand and agree that the award made by the arbi-
tral tribunal shall be the sole, exclusive, final and binding remedy regarding any and
all Disputes presented to the arbitral tribunal.

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 AGENCY ADVERTISING AGREEMENT
[e)] The Parties may bring court action to seek interim protection as per Section 9 of the Ar-
bitration and Conciliation Act, 1996; the Courts in Mumbai Bangalore shall have ex-
clusive jurisdiction.

16. NON SOLICITATION

a) The Parties agree that during the term of this Agreement and 12 months thereafter, the
Parties (including individuals forming part thereof) shall not, in any manner, solicit
and/or seek to engage/hire/employ or engage on project or consultancy any existing or
former employee/staff/personnel of the other Party, including conduct any transaction
with such said sources, when the interaction with such person has been a consequence
of this Agreement; without the specific permission in writing of the other Party.

17. FORCE MAJEURE

a) Non-performance of either Party’s obligations/ responsibilities pursuant to this

Agreement or delay in performing same shall not constitute a breach of the agree-
ment if, and for as long as, it is due to a force majeure event, including, but not be-
ing limited to, governmental action, or requirement of regulatory authority, lock-
outs, strikes, shortage of transportation, war, rebellion or other military action, fire,
flood, natural catastrophes, earthquakes, terrorism or sabotage, or any other un-
foreseeable obstacles that a Party is not able to overcome with reasonable efforts,
or non-performance of obligations by a sub-contractor to a party pursuant to any of
the aforementioned reasons. The Party prevented from fulfilling its obligations shall
on becoming aware of such event inform the other party in writing of such force
majeure event as soon as possible. If the force majeure event continues for more
than three (3) months, either Party shall have the right to terminate this Agreement
with immediate effect by written notice. Payment of Monthly Project ship Fees shall
remain suspended during such force majeure period when Agency could not effec-
tively render services.

18. DURATION & TERMINATION

Duration of the work will be 6 (Six) weeks and need to inform termination of work within
the duration if required.

19. ASSIGNMENT

a) Neither party shall assign or sub-contract otherwise transfer this Agreement nor any
of their rights and obligation contained herein to any Third party, supplier or to any
non related party, without the prior written consent of the other party. However the
each party may assign this Agreement to any of its own group companies, without the
prior written consent of the other Party. Notwithstanding such assignment or sub-
contracting, each Party shall continue to remain primarily liable and fully responsible
for the performance of its obligations herein, including the performance by its respec-
tive sub contractor of its obligations hereunder.

20. MISCELLANEOUS

a) All notices, demands or other communication under this Agreement shall be in writ-
ing and delivered personally, sent by registered post or by domestic courier or sent
by facsimile message addressed to the intended recipient thereof at its address or
its facsimile number as set out below (or to such other address or facsimile number
as any may from time to time notify the others for the purpose of this Article).

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 AGENCY ADVERTISING AGREEMENT

The CLIENT :
__________ (Name)
___________(Designation)
Himalaya Wellness Company ___ ___
Address1
Address2
Address3
Address4

The AGENCY :
Nagessh Pannaswami
Director
Curry Nation Brand Conversations Pvt. Ltd.
C -109, Dosti Aster, Dosti Acres
Wadala, Mumbai 400037
Mobile: 9223502716

b) This Agreement supersedes all prior understandings, if any, between the Parties
concerning the subject hereof.

c) The relationship between AGENCY and HIMALAYA is that of principal to Principal.

Nothing in this Agreement shall be taken as constituting either party an employee or
agent of the other. The Parties undertake that none of their respective employees
and staff shall be construed in any manner, either expressly or by implication, as the
employees of the other Party and the other Party shall not in any manner be liable
for any claims, demands and the like made by them. Further the parties acknowl-
edge that:

i. Neither is the legal representative, agent, joint venture or partner of the other
for any purposes; and

ii. Neither of them has any right or authority to assume or create any obligations of
any kind or to make any representations or warranties, whether express or im-
plied, on behalf of the other or to bind the other in any respect

d) Nothing contained herein shall be deemed or considered to authorize the Parties as

an agent of the either Party, the relationship between the parties is on Principal-to-
Principal basis.

e) No amendments to the Agreement shall be valid unless executed in writing and

signed by both Parties.

f) Each party shall, at its own expense, obtain and arrange for the maintenance in full
force and effect any and all governmental approvals, consents, licenses, authoriza-
tions, declarations, filings and registrations as may be necessary or advisable for the
performance of all of the terms and conditions of this Agreement.

g) The Section headings used in this Agreement are intended for convenience only and
shall not be deemed to modify or supersede any provision.

h) The failure of a Party to require the performance by the other Party of any of the
terms of this Agreement will not affect that Party's right to enforce such term or
terms at a later date, and the waiver by any Party of any breach of any provision of
this Agreement shall be in writing and shall not be deemed to be a waiver of any
subsequent breach of such provision.

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 AGENCY ADVERTISING AGREEMENT

This Agreement is governed by the laws of India and shall be subject to the exclusive jurisdiction of the Courts of Mum-
bai.Bangalore

IN WITNESS WHEREOF the Parties have hereunto executed this agreement as of the day and year
first hereinabove written.

Signed, Sealed & Delivered on behalf of the Signed, Sealed & Delivered on behalf of the within
within named the named

Himalaya Wellness Company ___ Curry Nation Brand Conversations Pvt Ltd
(Client) (Agency)

Name: Name: Nagessh Pannaswami

Designation: Designation: Director
Date: Date:
Place: Place: Mumbai

Witness: Witness:

Name: Name:
Address: Address:

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 AGENCY ADVERTISING AGREEMENT
Annexure “A”

Scope of Work

Client Name : Himalaya Wellness Company

Brand Name : “Rehydrate”

Scope of Work

• Strategic development of communication basis

•
• Secondary research
• Competitive analysis
• Communication focal point creation

• Coming up with communication concepts

• Presentation of the above

• Working on feedback

• Presenting Key Visual to be executed and used by HIMALAYA

• 2 rounds of feedback

Duration - Six week from Approval

Payment terms

· 50% of the project fee to be paid after mutual closure of concepts.

· 50% of the project fee to be paid upon final delivery of the Key Visual/s.

50% project fee before commencement of Project (ie Advance)

25% fee to be paid after approval of concepts

25% to be paid post KV finalisation

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Signature (AGENCY) Signature (CLIENT)