This Agreement is executed at Lagos on the ……(date) of ………(month), (_______year )

between <Agency Name>, <Agency Address>, (a company registered under the Indian

Companies Act 1999 and hereinafter referred to as “the Agency” which expression shall

include its successors and assigns) of the one part hereafter also to be referred as “AGENCY”

&

M/s (XYZ), Add (….) (a company registered under the Nigeria Companies Act 1999 and

hereinafter referred to as “the Client”, which expression shall include its successors and

assigns) of the second part., hereafter also to be referred as the “CLIENT”

It is agreed by and between the Client and the Agency as follows:

1. AGENCY APPOINTMENT

The Client hereby appoints the Agency to handle all advertising, communication and

related work on social media required for its brand. (Name of the brand …..)

2. AGENCY SERVICES

The Agency shall provide to the Client, services, which shall include the following:

Setting up social media platforms such as Facebook, Twitter, Youtube, etc

Creating content, engagement as well as ongoing management of these

platforms

Monitoring social media conversations and responding to the same

Managing all social media communication as more clearly elaborated in the

pitch presentation.

3. COMMENCEMENT AND DURATION

This agreement is deemed to commence from the (DD/MM/YY), and shall remain in

force for (number of) months. The agreement may be renewed thereafter as may be

mutually agreed by both parties.

4. CONFIDENTIALITY

The Agency shall maintain absolute confidentiality with respect to any confidential

information received from the Client. The Agency shall not disclose any such

information without obtaining Client’s specific prior consent, otherwise than in

compliance with statutory requirements.

5. GOVERNING LAWS

The Client and the Agency shall comply with all statutory regulations. This agreement

will be subject to Nigeria jurisdiction.

6. AGENCY FEES AND REMUNERATION

The Client agrees to pay the Agency a retainer fee of (amount)/- only per

month. This amount will be payable at the beginning of the month, upon receipt of

invoice from the Agency.

All out-of-pocket expenses such as outstation travel, stay, etc incurred by the Agency,

as part of this assignment, would be borne by the Client. Such out of pocket expenses

will be incurred by the Agency only after specific approval from the Client.

Similarly charges for any other services including video creation, application

development, media buy, purchase of licensed images and content, etc. if applicable,

will be charged extra.

7. TAXES

All statutory taxes/levies (including service tax presently levied on advertising services)shall be borne and paid by the Client to the Agency. Service tax @ 5%

%, or as may be prescribed by law from time to time, will be charged on all invoices

raised by the Agency. At time of payment of the fees, the Client may deduct FIRS @ 5%

under section 194 C (1). Necessary FIRS certificate will be issued by Agency to the

Client, for same.

8. PAYMENT TERMS

The Client agrees to pay Retainer Fees against Invoices at the beginning of the month for that particular month. All other Invoices raised on the Client will become payable

within 7 days from the date of all such Invoices.

9. INDEMNITY

The Agency shall indemnify and keep the Client indemnified against all losses,

expenses or damages that may be suffered by the Client due to any default or breach

of terms by the Agency under this Agreement. The Client shall indemnify and keep the

Agency indemnified against all losses, expenses or damages that may be suffered by

the Agency due to any default or breach of terms by the Client under this Agreement.

10. NON- SOLICITATION

Both the Client and the Agency hereby covenant that during the term of this agreement

and for a period of one year following its termination or expiration, it shall not, without

the previous written consent of other party, employ or contract the services of any

person who was employed by the party at any time during a period of 12 months

preceding the date on which the offer for employment is made to the party.

11. FORCE MAJEURE

Neither the Client, nor the Agency, shall be liable for any default, delay or lapse

occurring due to events beyond their control including riot, strike, theft, war, or acts of God and/or nature.

12. EVALUATION

The Client and the Agency shall evaluate progress under this agreement at the

beginning of every quarter and take corrective action as may be required.

13. MODIFICATION IN TERMS

Any changes in the terms and conditions contained herein shall have effect only

prospectively, and shall be valid only if recorded in writing and signed by the authorized officials of the Client and the Agency.

14. WAIVER

The failure of either party at any time to enforce any provision of this Agreement, shall in no way affect its right thereafter to require complete performance by the other party.

Further, waiver of any breach of any provision shall not be held to be a waiver for any subsequent breaches. Any waiver shall be valid only if it is recorded in writing and signed by the authorized officials of the Client and the Agency.

15. TERMINATION

Either party may terminate this agreement by giving 2 months written notice to the

other, without assigning any reason whatsoever. The obligations of the parties shall

continue during the notice period.

16. ARBITRATION

Any dispute, difference or question arising out of this agreement shall be settled

amicably between the parties, failing which the same shall be referred to arbitration

under the Nigeria Arbitration Act, and the place of arbitration shall be Lagos

17. NOTICES

Any or all notice to be given by the parties hereto to each other under this agreement

shall be in writing and shall be transmitted (a) by registered post or by courier service

or by personal delivery, as elected by the party giving such notice, at the addresses as

mentioned below:

a) In the case of notice to the Agency at: <Agency Address>

b) In the case of notice to the Client at: <Client Address>

IN WITNESS WHEREOF the parties hereto have executed this Agreement in duplicate through

their respective duly authorized officials on the day, month and year herein above mentioned.

For: <Agency Name>

………………………………..

<Your Name>

Chief Executive Officer

For: <Client Name>

………………………………..

<Client Representative>

<Designation>

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