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;

And

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

“Parties”.

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

-Facebook

-Twitter

-Pinterest

-YouTube

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

forth hereinafter.

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.

4. CONFIDENTIALITY:

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)

5. ARBITRATION

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).

6. REMUNERATION

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

such renewal.

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

becoming effective.

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.

8. MISCELLANEOUS:

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

clause.

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

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