SERVICES AGREEMENT / NON-DISCLOSURE AGREEMENT

This (“Agreement”) is made on this day 28th Nov.2023 at New Delhi

BY AND BETWEEN:
1. Ingenious Press Private Limited, having its registered office at Unit-1092,
Vegas Mall, Commercial Building, Sector 14 Dwarka, New Delhi, India
hereinafter referred to as the “Publisher” (which expression, unless repugnant to
the context or meaning thereof, shall mean and include its Affiliates, successors
and permitted assigns) of the FIRST PART.

AND
2. Symansys Technologies India Pvt. Ltd. having its registered office located at
D-413, 2nd Floor, Palam Extension, Sector -7, Dwarka, Delhi Pin- 110077,
hereinafter referred to as the “Agency/Animation Agency” (which expression
shall, unless repugnant to the context or meaning thereof, mean and include
its/his/her successors in interest and permitted assigns) of the OTHER PART.

As the context may require, the “Publisher” and “Agency” are hereinafter
collectively referred to as “Parties” and individually as “Party”.

WHEREAS

A. The Agency has represented and warranted that inter alia it has the requisite
experience and expertise in the area of 2D Animation, Character and background
designing, subject knowledge, digital formats and rendering skills, Music and Voice
over Audio, research abilities, content writing and proofreading and other related
services etc.
B. The Publisher is engaged in the business of Publishing books, texts, articles with the
image, Olympiads practice paper books, etc. (the “Business”)
C. The Publisher intends to appoint the Agency to provide animation and creative services
for its publications. As consideration for such services, the Publisher shall pay the
Agency the Fee as set forth hereinafter.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND

COVENANTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE
CONSIDERATION, THE ADEQUACY OF WHICH IS ACKNOWLEDGED BY THE
PARTIES, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: -

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, including the recitals hereto, unless otherwise expressly defined,
the following terms shall have the following meanings:

"Animation(s)" shall refer to the project conducted by the Animation Agency to craft
and format the animation or animated content in adherence to the provided script or
concept. It encompasses the skillful incorporation of essential elements, including
visuals, characters, animations, sound effects, and other creative components, in an
artistic manner, aiming to produce completed animations suitable for distribution and
public consumption. The Animation Agency shall utilize industry-standard animation
software and tools to proficiently execute the design and formatting duties in compliance
with the Publisher's instructions and prevailing industry standards.

“Manuscript” shall mean the original written or digital content, including accompanying
images, concepts, storyboards, and other creative materials, which serve as the
foundational material for the creation of animated content by the Publisher. The
Manuscript represents the intellectual and creative ideas and content of the Publisher
and is fully protected under copyright law. The Publisher holds exclusive rights to the
original expression and ideas contained within the Manuscript before it is prepared for
animation or other forms of distribution or public consumption. The Manuscript is the
intellectual property of the Publisher with legal rights and is covered under copyright
protection held by the Publisher.

"Completed Animations/Animation(s)" shall mean the animated works or content that

have undergone the necessary processes, including concept development,
storyboarding, character design, animation, sound production, and editing, to reach a
finished and ready-to-distribute state. These animations have fulfilled all the
requirements and standards set forth by the Publisher and are ready for distribution,
broadcasting, or other forms of public consumption. "Completed Animations" carry the
legal rights and protections afforded by copyright law and may include various formats,
such as digital files or video formats. The Completed Animations are the intellectual
property of the Publisher with legal rights and are covered under copyright protection
held by the Publisher.

"Raw/Open/Source(s) files" shall refer to the digital assets comprising various

software-generated elements used in completed animations. These assets are created
and stored in different software applications and exist in multiple file formats as
necessary for compatibility with the respective software. The raw/open files encompass
all original, unaltered digital components, including but not limited to graphical elements,
audiovisual files, animations, design elements, and any related materials essential for
the production and editing of the completed animation.

“Affiliate(s)” shall mean any other entity directly or indirectly controlling or controlled by
or under direct or indirect common control with the specified Party.

“Agreement” shall mean this Service Agreement, including the Schedules

accompanying it, and any other modifications and/or amendments carried out by the
Parties from time to time.

“Applicable Law” shall mean any statute, law, regulation, ordinance, rule, judgment,
order, decree, bye-law, approval from the concerned authority, government resolution,
order, directive, guideline, policy, requirement, or other governmental restriction or any
similar form of a decision of, or determination by, or any interpretation or adjudication
having the force of law of any of the foregoing, by any concerned authority having
jurisdiction over the matter in question within the relevant jurisdiction.

“Authorities” shall mean any (a) nation, state, commonwealth, county, city, town,
village, district, or other jurisdiction of any nature; (b) federal, state, local, municipal,
foreign, or other government; (c) federal, state, local or foreign governmental or quasi-
governmental authority of any nature (including any agency, branch, department, board,
commission, court or tribunal); (d) multi-national or supranational organization or body;
(e) body exercising, or entitled or purporting to exercise, any administrative, executive,
judicial, legislative, police, regulatory, or taxing authority or power, including any court or
arbitrator; (f) self-regulatory organization; or (g) official of any of the foregoing having
jurisdiction over the subject matter(s) in question.

“Authorized Representatives” shall mean individuals duly appointed by the Parties

who shall have full authority on behalf of the Parties to represent them in terms of this
Agreement.

“Business” shall refer to the animation production business conducted by the Publisher,
including the creation, distribution, and licensing of animated content.

“Business Day” shall mean a day on which banks are open for regular banking
business in the relevant jurisdiction.

“Confidential Information” subject to Article 8.3 shall include, but not be limited to, any
information about the Publisher's products, technologies, technical know-how, trade
secrets, manuscripts, content, price lists, pricing policies, business methods, practices
or policies, contracts and contractual relations with Publisher's customers and suppliers
(customer and supplier names and other related information such as addresses, phone
numbers, e-mail addresses, and all other information relating to employees),
discoveries, ideas, concepts, software in various stages of development, design,
drawings, specifications, techniques, models, data, marketing techniques and materials,
marketing and development plans, the brokerage/commission structure, pricing policies,
and financial information. Confidential Information also includes any information
described in this definition that the Publisher obtains from another party and which the
Publisher treats as proprietary or designates as confidential information, whether or not
owned or developed by the Publisher.

“Fee” means the total fee payable, from time to time, under Article 6 of this Agreement
with regard to the Services performed by the Animation Agency in terms of this
Agreement.

“INR” shall mean Indian Rupees being the lawful currency of India.

“Material Breach” shall mean a breach where all the circumstances are wholly or
partly remediable and are, or if not remedied, likely to become serious, in the wide
sense of having a serious effect on the benefit of the aggrieved party.

“Services” shall refer to the animation services provided by the Animation Agency,
which include but are not limited to the creation, production, and delivery of animated
content, as described in Schedule I and as mutually agreed upon by the Parties.

“Taxes” shall mean all taxes, assessments, charges, duties, fees, levies, and other
charges of an Authority, including income, franchise, capital stock, net worth, real
property, personal property, tangible, intangible, commercial activity, withholding,
employment, payroll, social security, social contribution, unemployment compensation,
disability, transfer, sales, use, excise, gross receipts, goods and services, value-added,
and all other taxes of any kind for which the Publisher or the Animation Agency may
have any liability imposed by any Authority, whether disputed or not, and any related
charges, interest, or penalties imposed by any Authority.
“Force Majeure Event” shall include fire, earthquake, flood, epidemic, pandemic, war,
acts of God, and acts that are beyond the control of the Parties, which cannot
reasonably be forecasted or provided against, and cannot be predicted by persons of
ordinary prudence, and which prevent or delay the performance of any of the obligations
of the Parties.

“Escalation Cost” refers to the increase in costs, such as production expenses,

materials, or labor, over a period of time.

“Revenue Loss” occurs when the Publisher earns less revenue than planned from the
distribution or licensing of animated content due to external and internal variables.

“Intellectual Property” Intellectual property (IP) refers to creations of the mind, such
as animations, characters, designs, concepts, scripts, and other artistic or creative
works, including any related copyrights, trademarks, or patents.

“Quality Assurance” Quality assurance (QA) refers to any systematic process of

determining whether the produced animation content meets specified requirements in
terms of technical aspects, artistic quality, and overall Publisher’s satisfaction.

1.2 Interpretation
Except where the context requires otherwise, this Agreement will be interpreted as
follows:
a) The Recitals and Schedules shall form an integral and operative part of this
Agreement.
b) Headings are for convenience only and shall not affect interpretation except to
the extent that the context otherwise requires.
c) Where a word or phrase is defined, other parts of speech and grammatical forms
of that word or phrase shall have corresponding meanings.
d) Any reference to Article or Schedule shall be deemed to be a reference to an
Article or Schedule of this Agreement.
 e) Any reference to any enactment or statutory provision is a reference to it as it
may have been, or may from time to time be, amended, modified, consolidated,
or re-enacted.
f) Words importing the singular shall include the plural and vice versa. g. Words
denoting an individual shall include corporations and vice versa.
g) Words denoting any gender shall include all genders.
h) Where any act, matter, or thing is required by this Agreement to be performed or
carried out on a certain day and that day is a public holiday, then that act, matter,
or thing shall be carried out or performed on the next following Business Day.
i) Use of the words "includes" or "including" means without limitation.
j) The terms and expressions elsewhere defined in this Agreement shall have the
meanings ascribed therein.

ARTICLE 2
AGENCY'S SERVICES AND RESPONSIBILITIES

2.1 The Animation Agency shall provide professional animation services, including but
not limited to the creation, production, and delivery of completed animated content, as
described in Schedule I and as mutually agreed upon by the Parties.

2.2 The Parties may agree, in writing or orally, to perform any additional services
beyond the scope set forth in Schedule I. However, any oral agreement for additional
services shall be confirmed in writing within 15 days of the oral agreement. Any
amendment, change, or extension in the Services shall be agreed upon by both Parties
in writing.

2.3 The Animation Agency shall exercise reasonable skill, care, and diligence in
performing its Services under this Agreement. The Agency shall ensure that the
animation content meets industry standards and quality expectations agreed upon by
the Parties.
2.4 The Animation Agency acknowledges that, in the rendition of Services under this
Agreement, it shall coordinate and report directly to the authorized representative of the
Publisher specified in Schedule I hereto or such other persons as may be
communicated to the Agency in writing. The Agency shall maintain regular
communication and provide updates on the progress of the animation projects.

ARTICLE 3
PUBLISHER’S RESPONSIBILITIES

3.1 The Publisher shall provide the Animation Agency with any and all information
required for the performance of the Services as contemplated in this Agreement. This
includes providing access to necessary reference materials, scripts, character
descriptions, and any other relevant content or assets.

3.2 In cases where the Animation Agency requires a decision or input from the
Publisher, the Publisher shall provide wittten or oral instructions within a reasonable
time after a proper request for the decision has been submitted by the Agency. Timely
decision-making is essential to ensure smooth progress and avoid unnecessary delays
in the animation projects.

3.3 The Publisher acknowledges that it has the discretion to accept or reject the
Services provided by the Animation Agency. The Publisher is responsible for reviewing
the delivered animation content and providing feedback or approval.

Article 4
INDEPENDENT AGENCY

4.1 The Animation Agency, its employees, representatives, and any third-party service
providers engaged by the Agency shall be considered independent entities and not
employees of the Publisher. As independent entities, they shall not be entitled to
benefits, perks, or incentives typically provided to employees of the Publisher. The
Agency and its personnel shall be responsible for their own remuneration and shall not
invoice the Publisher.
ARTICLE 5
TERM OF AGREEMENT

5.1 This Agreement shall be deemed to become effective from the date specified in
Schedule I hereto (“Effective Date”).

5.2 The term of this Agreement shall be for a period as specified in Schedule I hereto
(“the Term”).

5.3 The Parties may extend the Term of this Agreement in writing on mutually
acceptable terms and conditions.

ARTICLE 6
AGENCY FEE AND REIMBURSEMENT OF COSTS AND TAXES

6.1 Upon completion of the animation projects or at agreed-upon milestones, the

Animation Agency shall raise an invoice to the Publisher for the Agency's fee. The fee
shall be as stipulated in the quotation or as agreed upon by both Parties.

6.2 All payments made by the Publisher to the Agency under this Agreement shall be
subject to applicable taxes imposed currently or in the future, in accordance with
relevant laws and regulations.

ARTICLE 7
MODE OF PAYMENT

7.1 The Publisher shall make all payments due to the Agency in accordance with the
mode described in Schedule II.
7.2 If the Publisher disputes any item or part of an invoice submitted by the Agency, the
Publisher shall provide written notice stating the reasons for the dispute. However, the
Publisher shall not delay payment for the remaining undisputed amount of the invoice.

ARTICLE 8
CONFIDENTIALITY

8.1 The Agency shall treat all Confidential Information received from the Publisher with
utmost confidentiality and shall not disclose such information to any unauthorized
parties, except to the Agency's employees or contractors who require access to the
information for the performance of their obligations under this Agreement. Such
disclosure must be in accordance with the terms of Article 8.

8.2 The Agency shall implement appropriate security measures, consistent with industry
standards and as specifically required by the Publisher, to safeguard the Confidential
Information. These measures may include restricted access, marking documents as
confidential, and the secure disposal of sensitive materials. Upon termination of this
Agreement, the Agency shall either return or destroy all documents or materials
containing the Publisher's Confidential Information. If the Agency chooses to destroy the
Confidential Information, it shall inform the Publisher in writing of the destruction.

8.3 Confidential Information does not include information that:

a) is published or is otherwise in the public domain through no fault of the receiving
Party; or
b) prior to disclosure hereunder, can be demonstrated by the receiving Party to
have been in its possession prior to receipt under this Agreement; or
c) is properly obtained by the receiving Party without restriction from a third party; or
d) is independently developed by or for the receiving Party without reliance, direct
or indirect, on such information, as evidenced by tangible recipient records; or
e) is disclosed by the receiving Party to a third party with the written approval of the
disclosing Party.
 ARTICLE 9

PENALTY

9.1 In the event that the Agency fails to deliver the assigned work within the agreed-
upon deadline, the Publisher shall impose a penalty for each day of delay or
termination. The penalties shall be as follows:

a) Delay: If the Agency violates any obligations stated in Article 2, resulting in a

delay in the delivery of the assigned work, the Agency shall be liable to
compensate the Publisher for the Escalation Cost. The Escalation Cost
represents the loss of revenue incurred by the Publisher due to the Agency's lack
of effort and timely completion of the assigned work.

b) Termination: If the Agency intentionally terminates this agreement without

completing the assigned work, thereby displaying incompetence, the Agency
shall be liable to compensate the Publisher for the Revenue Loss and Escalation
Cost suffered by the Publisher.

ARTICLE 10
TERMINATION

10.1 If the Agency commits any material breach, then Publisher shall provide a notice in
writing to the Agency in order to rectify such material breach, and if the Agency fails to
rectify/cure such material breach within 10 days from the receipt of the said notice than
publisher shall have a right to terminate the present agreement with immediate effect,

10.2 Either Party may also terminate this Agreement at any time for convenience by
giving written notice of 30 (thirty) days to the Other Party.

10.3 Either Party may terminate this Agreement forthwith in the event of one or more of
the following events occurring in relation to the other Party:
 a) If the Agency fails to provide the completed animation in form of videos and other
related material, content, including the Raw/Open Files, by the specified date
mentioned in the Agreement, the Publisher may unilaterally declare the
Agreement canceled after giving the Agency a written notice of 15 days to
provide the necessary material, unless the Publishers have agreed in writing to
an extension of the submission period;

b) Insolvency or bankruptcy;

If either Party is involved in any of the events enumerated in (a) to (b) hereinabove, it
shall immediately notify the other Party of the occurrence of such an event.

10.4 Termination of this Agreement shall not prejudice or affect any accrued rights or
claims and liabilities of the Parties.

ARTICLE 11
REPRESENTATIONS AND WARRANTIES

The Agency hereby represents, agrees, warrants and undertakes to the following:

11.1 The Agency shall render the Services to the best of the Agency’s skills and ability
and in a professional and workmanlike manner in willing cooperation with others in
accordance with the production schedule. The Agency shall do everything in such
capacity to perform Services of a first-class quality suitable for commercial exploitation.

11.2 The Agency warrants that in the event Agency’s Services under the Agreement are
suspended due to a Force Majeure event, then as soon the Force Majeure event is
over, and the Services can be resumed, the Agency starts rendering the Services
towards the Programme on priority basis subject to other prior commitments.
11.3 The Agency has not and shall not, directly or indirectly, whether by himself or
jointly with any other person, enter into any agreement or arrangement which may
prejudice and/or conflict with the rights of the Publisher under this Agreement.

11.4 During the term of this Agreement and thereafter, the Agency shall not engage in
any act, write or design any content, or use pictures, images, or illustrations in the
animation that could bring the Publisher into public disrepute, offend any community or
public morals, or harm the reputation of the Publisher or hinder the successful
exploitation of the Program by the Publisher.

11.5 The Agency agrees not to write or design any content or use pictures, images or
illustrations in the animation or any content that hurts the religious sentiments or causes
communal tension in the society or which damages the reputation of the publisher or
interfere with the exploitation of the Publisher’s goodwill.

11.6 The Agency shall not, directly or indirectly, do or cause to be done any act which in
any way infringes upon or prejudices in any manner the rights of the Publisher under
this Agreement.

ARTICLE 12
DISPUTE RESOLUTION / ARBITRATION

12.1 In the event of any dispute or differences between the Parties arising out of or in
connection with this Agreement, including without any limitation any claims that a Party
has breached any portion of this Agreement, the Parties shall promptly meet and
discuss the dispute in an effort to resolve it. If no resolution is reached within 15 days
following the date on which one Party first notifies in writing to the other of its request
that such a meeting be held, then the dispute shall be resolved by arbitration under the
provisions of the Arbitration and Conciliation Act, 1996 and the Rules framed there
under, as amended from time to time. The arbitration shall be conducted by a sole
arbitrator to be appointed by the Publisher for which the Agency shall give its
irrevocable no objection and consent. The arbitration shall be conducted in the
English/Hindi language. The venue and seat of arbitration shall be at Delhi, India. The
Courts at Delhi, India alone shall have jurisdiction over any matters relating to such
arbitration.

12.2 Parties further agree that the arbitrator shall also have the power to decide on the
costs and expenses (including reasonable fees of the counsel) incurred in relation to
arbitration.

12.3 The provisions of this Article shall survive the expiration or earlier termination of
this Agreement.

Article 13
FORCE MAJEURE

13.1 Neither the Agency nor the Publisher shall be liable for any failure or delay in the
performance of any obligation under this Agreement to the extent such failure or delay
is due to a Force Majeure Event. The Party having any such cause shall promptly notify
the other Party in writing of the nature of such cause and the expected delay and keep
the other Party updated and notified from time to time of the status of the Force Majeure
Event.

13.2 The Publisher shall have the right to suspend this Agreement and all of its
obligations, upon written notice to the Agency, during all periods that a Force Majeure
Event is in effect. Such suspension shall continue for a such additionalperiod of time
required to resume production of the Programme.

13.3 For the sake of clarity, Parties agree that the Term under this Agreement shall be
extended for the period that such suspension is in force or for the period of existence of
the Force Majeure event.
13.4 The indemnities and confidentiality obligations contained herein shall survive the
expiration or earlier termination of this Agreement.

ARTICLE 14
QUALITY ASSURANCE

14.1 The Agency here agrees that prior to each work, all the elements used in the
completed animation by the Agency hereunder shall go through the thorough quality
analysis and check before the delivery of the completed animation. The Publisher shall
perform all the quality assurance tests and quality control procedures that are
reasonably necessary to ensure that the content/services provided by the Agency is up
to the mark and expectations of the Publisher.
14.2 If in case the quality of completed animation made by the Agency is not matching
the benchmark set by the publisher, then in such case the Agency would be held liable
to refund the entire amount of money advance paid to him/her along with the Escalation
cost or;

14.3 If the Agency and publisher, with mutual discussion, come to a conclusion to
continue the work, then the existing contract would survive, and if there is any additional
cost incurred, then such cost would be bear by the Agency.

ARTICLE 15
MISCELLANEOUS PROVISIONS

15.1 Severability: If any provision of this Agreement is prohibited by the laws of any
jurisdiction as those laws apply to this Agreement, that provision shall be ineffective to
the extent of such prohibition and/or shall be modified to conform to such laws subject
to the mutual satisfaction of the Parties, without invalidating the remaining provisions
hereto.
15.2 Indemnity:Agency agrees to defend, indemnify and hold harmless the Publisher
and its Affiliates, and all of their respective officers, directors, agents, employees,
successors and permitted assigns from and against any and all third third-party
proceedings, claims, liabilities, losses, actions, judgments, fines, penalties (including
without limitation, civil monetary penalties, interest and similar financial obligations
levied against Publisher for violations of regulatory requirements), refund obligations,
costs and expenses (including reasonable attorney’s fees) of any kind or nature (each a
“Claim” and collectively, the “Claims”), to the extent they arise out of or result from:
Agency’s negligence or willful misconduct;
a) Agency’s breach of any term of this Agreement, including without limitation,
Agency’s breach of its obligation to comply with laws in accordance with Article7;
b) Any actual or alleged violation, infringement, unauthoriseduse or
misappropriation of any third party’s copyright, patent, trademark, or other
intellectual property rights; the Agency would be considered the indemnifying
party bear to pay the losses the third party has suffered.
c) The completed animation created by the Agency and raw/open files is the
exclusive property of the Publisher and shall not be redistributed, leaked, or
circulated in any form, whether in digital or manual format. Any unauthorized
distribution or disclosure of the book design shall be considered a breach of this
agreement. In the event of such breach, the damages clause specified in this
agreement shall be invoked and the Vendor/Agency shall be liable for any
resulting damages as determined by applicable law.

15.3 Modification and Amendments: This Agreement may not be modified or amended
except in writing specifically referring to this Agreement and signed by each of the
Parties hereto.

15.4 Intellectual Property: This means all existing and future proprietary materials
(including Intellectual Property relating thereto) and other Confidential Information of the
Publisher, including, without limitation, any and all compositions, the Publisher shall
retain all rights, title and interest in the Publisher’s Property, Publisher Marks, its
Confidential Information, and all its intellectual property rights thereto, supplied by
Publisher to Agency under this Agreement. Nothing in this Agreement shall affect a
transfer of the Publisher’s intellectual property rights from the Publisher to the Agency.

15.5 Assignment, Survival and Binding Agreement. The Parties shall not have the right
to assign or transfer any right or obligation hereunder in whole or in part to any third
party without the prior written consent of the other Party. The terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the Parties hereto and
their respective successors and permitted assigns.

15.6 Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and
the same instrument. The headings of the sections and subsections of this Agreement
are inserted for convenience only and shall not be deemed to constitute a part hereof.

15.7 Notices: All notices and other communications required or permitted hereunder
shall be in writing and shall be sent by reputable courier or by facsimile transmission
addressed to the address of each Party set forth below or to such other address as
such Party shall have communicated to the other Party. Notice shall be deemed to have
been served when received (and in the case of facsimile transmission, provided that a
confirming copy is sent to the other Party in accordance with the non-facsimile notice
delivery requirement).
a) If to Publisher as Specified in Schedule I
b) If to Agency as Specified in Schedule I
c) Or to such other address as any Party may have furnished to the other in
writing.

All notices given in accordance with this Article shall be deemed to have been served as
follows:
a) if delivered by hand at the time of delivery;
b) if posted, by Registered Post acknowledgement due, on the date of
acknowledgement by the recipient; and
c) if communicated by facsimile on receipt of confirmation of successful
transmission.

15.8 Variations: Any variation of this Agreement shall be valid only if mutually
agreed upon and executed in writing by or on behalf of both the Parties.

15.9 Further Documents. The Parties to this Agreement agree to execute and
deliver any additional information, documents or agreements contemplated
hereby and/or necessary or appropriate to effect and consummate the
transactions contemplated hereby. The Agency agrees to provide to the
Publisher such information as the Publisher may reasonably request in order to
consummate the transaction contemplated herein.

15.10 Waiver. No waiver by any Party of any default with respect to any
provision, condition or requirement hereof shall be deemed to be a waiver of any
other provision, condition or requirement hereof. No delay or omission of any
Party to exercise any right hereunder on one occasion in any manner shall impair
the exercise of any such right on any other occasion.

15.11 No Partnership or Agency: Nothing in this Agreement shall be deemed to

constitute a partnership between the Parties or constitute any Party the agent of
the other Party for any purpose or entitle any Party to commit or bind the other
Party in any manner or give rise to fiduciary duties by one Party in favour of the
other.
 15.12 Governing Law: This Agreement shall be governed by and construed
under the laws of the Republic of India, with exclusive jurisdiction conferred on
the courts in Delhi, India

15.13 Entire Agreement: This Agreement is the entire agreement between the
Parties in relation to the transaction contemplated herein and supersedes all
previous agreements and understanding between the Parties, whether written
and/or oral, with respect to the subject matter hereof.

15.14 Audio and Video Content: All audio and video content created shall be
original and unique, adhering to applicable copyright and intellectual property
laws. Prior to dissemination or publication, all audio and video content, including
animations, must adhere to compliance with the guidelines and policies of
prominent social media platforms such as YouTube, Facebook, Instagram, etc. If
any content is flagged or deemed non-compliant by these platforms, the agency
shall promptly recreate the content until it meets the approval standards.

IN WITNESS WHEREOF the parties have hereunto set their respective hands the day
and year first above mentioned.

SIGNED AND DELIVERED by Publisher

__________________________
Within named.

………………………………

Authorized representative of in the presence of Witness

Name:
Address:
SIGNED AND DELIVERED by Agency

__________________________
within named
………………………………
In the presence of Witness
Name:
Address:
SCHEDULE I
SERVICES AND OTHER TERMS
1. The Agency will assist the Publisher related to Animation. The Agency has opted
for the following services:
Services Signature Date

1.1 Scope of Services/Work of the Agency.

a) The Agency agrees to provide animation services,

including Visual Story Board creating and designing
animations for the Publisher's projects.

b) The Agency will commence work upon receipt of project

details and requirements from the Publisher.

c) The Agency will complete the animations as per the

specifications and requirements provided by the
Publisher.

d) The Agency shall obtain written approval from the

Publisher for each completed animation.

e) The Agency shall ensure that all elements used in the

animations, including graphics, illustrations, sound effects,
and music, are either copyright-free or appropriately
licensed for use. The Publisher shall not be held liable for
any copyright infringement resulting from the Agency's
provision of unauthorized materials for the animations.

1.2 Revision of Animations: The Agency is obligated to provide

the Publisher with a specified number of revision rounds to
incorporate necessary changes or adjustments to the animations.
The Agency agrees to undertake thorough and diligent checking
and rectification of errors or inaccuracies identified by the
Publisher.

1.3 Delivery of Work: The Agency shall be obligated to deliver the

completed animations to the Publisher within the mutually
agreed-upon timeframe specified in writing or email
communication between the Parties.

1.4 Deliverables:

a) The Agency will deliver the completed animations in the

agreed-upon formats suitable for the Publisher's use.

b) The Agency will provide all the project files and assets
used in creating the animations, including
raw/open/source files, video files, Audio files and any
other relevant formats as specified by the Publisher.

1.5 Scene Index/Credits: The Agency agrees to provide a scene

index/credits for each animation project. In the event of the
Agency's inability or refusal to do so, the Publishers would be free
to have the scene index/credits prepared by any person deemed
competent by them, and the cost will be debited from the fees of
the Agency.

2. Place of provisioning of Services: New Delhi

3. This Service Agreement / NDA Contract is effective from: 20/05/2022
4. Term of the Agreement: - Till Termination as mentioned in Article 10
5. Address for Notices:

Publisher: Ingenious Press Private Limited, Unit-1092, Vegas Mall,

Commercial Building, Sector 14 Dwarka, New Delhi, India.
 Agency: Symansys Technologies India Pvt. Ltd, D-413, 2nd Floor, Palam
Extension, Sector -7, Dwarka, Delhi Pin- 110077

SCHEDULE II
SERVICE FEE AND TERMS/MODE OF PAYMENT

Fees - In accordance with the final quotations provided by the Agency and upon
receiving written acceptance confirmation from the Publisher.

Mode of Payment - Online Transfer or DD or Cheque

Payment Term - In accordance with the payment terms mentioned in the final
quotations provided by the Agency and upon receiving written acceptance confirmation
from the Publisher.

Agency Account Details required:

1. Name in the Bank Account:
2. Bank Account Number:
3. IFSC Code:
4. Bank Address:
5. or Cancelled Cheque