This Agreement is made on <Date> in Lagos Nigeria Wilisef Data Technologies, a limited company incorporated under the provisions of the Companies Act, 1999 having its Registered office at
<Office Address> (hereinafter referred to as “Agency”) of the ONE PART;
Xyz having its registered office at … (hereinafter referred to as “Xyz”, which term shall mean
and include its successors and permitted assigns) of the OTHER PART
Wilisef Data Technologies and Xyz are here after each referred to as a “Party” and together the
1. SCOPE OF AGREEMENT
The Scope of this Agreement includes digital marketing activities for Xyz as a brand. Social
Media Platforms mutually shortlisted and agreed upon by both parties shall be managed by
Wilisef Data Technologies . Anything beyond the scope of the agreement and activities mentioned will
be charged separately.
2. SERVICES TO BE PROVIDED BY <Agency Name>:
It is hereby agreed that Wilisef Data Technologies shall provide following professional services on
terms and conditions of this Agreement:
a) Wilisef Data Technologies shall conceptualize, design, create strategies & campaigns for ‘ Xyz’ on
the following Social Media Platforms
b) <Agency Name> shall provide all ongoing necessary bandwidth, networking, any other
technical support as required
c) Wilisef Data Technologies shall be responsible for all the content, creative and communication
done across Social Media platforms from the official accounts of ‘ Xyz’
d) Wilisef Data Technologies shall ensure that there is uniform communication across all the Digital
Platforms and if required will sync/replicate the Offline Communication and Campaigns on the Digital Media
3. GENERAL CONDITIONS
The Service supplied under this Agreement shall be subject to terms and conditions as set
DATA PROTECTION: The data collected during the term of the agreement shall be
exclusively used for Xyz and Xyz shall exclusively own the same. Wilisef Data Technologies shall
collect the data in accordance with the privacy laws.
METRICS AND MEASUREMENT: Wilisef Data Technologies shall endeavor to measure the volume,
reach, engagement, influence, feedback etc and shall periodically report to Xyz.
Wilisef Data Technologies and ‘Xyz’ will maintain in confidence and will not disclose to third parties
without the other’s prior written consent (i) the specific terms of this Agreement; and (ii)
information that is proprietary or confidential to ‘Xyz’ . The confidentiality provisions of this
Agreement will not apply to and will exclude information generally available to the public, or
disclosed to a third party by the owning party without restriction, information rightfully
obtained from other sources, information independently developed by the receiving Party or
information previously known to a Party (and all analyses, compilations, studies or other
documents prepared by the Parties, their agents, employees or professional advisors, which
are based on such non-confidential information)
Any claim, dispute or difference between the Parties shall be referred to the arbitration of a sole arbitrator to be jointly appointed by the Parties. If the Parties are unable to jointly agree
to a sole arbitrator then the reference shall be made to an arbitrarily tribunal comprising of
three arbitrators of which one will be appointed by Xyz, one by Wilisef Data Technologies and the
third arbitrator shall be appointed by the aforesaid two arbitrators. All proceedings in any
such arbitration shall be conducted in English. The Arbitration shall take place in Lagos Nigeria,
India and shall be governed by the Arbitration and Conciliation Act, 1996 or other law
relating to arbitration in force in India at the relevant time. The arbitration award shall be
binding upon both parties to this agreement (Cost of the Arbitration to be borne equally by
both the parties, in the absence of any order as to costs in the Arbitration Award).
In consideration of providing the services envisaged under clause 2 herein above. Xyz shall
pay Wilisef Data Technologies a sum of (Naira… only) per month as SMO fee (exclusive of
service tax of 5% VAT ) for a period of 1st December 2018 till 30th November 2019 during the
Term of this Agreement. In addition to the same any other platform application development
and media buys on any social media platform are exclusive of the monthly retainer fee for a
period of 1st December 2018 till 30th November 2019.
Remuneration to the Publishers will be paid by Xyz (via Wilisef Data Technologies or otherwise) in
accordance with any of the models set out and at payment rates applicable from time to
time with the prior written approval from Xyz.
7. TERM AND TERMINATION
i. This Agreement shall become effective on the Effective Date 1st December 2018 and
shall expire on 30th November 2019. Parties may renew this Agreement on mutually
acceptable terms and conditions after giving 30 (thirty) days prior written notice of
ii. Xyz and Wilisef Data Technologies shall have the right to terminate this Agreement, post first 6
months of evaluation, by giving 30 (thirty) days’ notice for any reason whatsoever.
iii. Wilisef Data Technologies hereby undertakes to complete all pending assignments being
performed / to be performed by it for Xyz hereunder prior to such a termination and
continue to perform all the Services of a continuous nature till the termination
iv. In advent of closure of any Service or termination of this Agreement, <Agency Name>
is entitled to temporarily suspend / change / retain usernames and passwords of the
Social Media Platforms managed till such a time the pending dues are cleared by Xyz.
a) This Agreement constitutes the entire agreement between the parties hereto in relation
to its subject matter and supersedes all prior agreements and understandings whether oral
or written with respect to such subject matter and no variation of this Agreement shall be
effective unless reduced to writing and signed by or on behalf of each Party.
b) In the event that any term, condition or provision of this Agreement is held to be in
violation of any applicable law, statute or regulation the same shall be deemed to be
severable from the other provisions of this Agreement and this Agreement shall be
construed as if such term, condition or provision had not been contained in this Agreement.
c) Neither Party shall be liable or responsible for any failure or delay to perform any of their
obligations under this Agreement when such failure or delay is due to Force Majeure, which
term shall include fire, riot, strike, lockout, war, civil commotion, accident, breakdown of
plant or machinery, flood, labour unrest, acts of God, omissions or acts of public authorities,
changes in law, regulations or policies of the Government or any other reason beyond the
control of Parties.
d) Any notice to be given by either Party to this Agreement shall be in writing and shall be
deemed to be duly served if delivered by hand, prepaid registered post or through a delivery
service/courier at that Party’s address stated above or any other address which that Party
may have intimated the other Party for this purpose in accordance with the provisions of this
e) This agreement does not constitute any partnership or joint-venture between the Parties
hereto and is an agreement on principal to principal and non-exclusive basis.
Intending to be bound, the parties do hereby execute this agreement
Read, agreed and accepted Read, agreed and accepted
For Xyz For <Agency Name>
By its Authorized Signatory By its Authorized Signatory