AGREEMENT BETWEEN - A MANUFACTURER OF -PRODUCTS/ SERVICES FOR ADVERTISING ITS PRODUCTS ON WEBSITE

AGREEMENT BETWEEN - A MANUFACTURER OF -PRODUCTS/ SERVICES FOR ADVERTISING ITS PRODUCTS ON WEBSITE

THIS AGREEMENT made at ………………..on this………………..day of........... 2000 between Galaxy Co. Ltd., a company incorporated under the Companies Act, 1956 and having its registered? office.....................(hereinafter referred to as the "Galaxy" which expression shall, unless repugnant to the context or meaning thereof, be deemed to includes its Successors and Assigns) of the ONE PART and ALPHA Website Advertisers Co. Ltd., a company incorporated under the Companies Act, 1956 and having its registered office.................... (hereinafter referred to as the "Alpha" which expression shall, unless repugnant to the context or meaning thereof, be deemed to includes its Successors and Assigns) of the OTHER PART

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WHEREAS

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(1) The Galaxy is manufacturers of various consumer durable items such as Televisions, Stereo Systems, Washing Machines, VCR Video Cameras, Computers, Cooking ranges, etc. and interested to advertise its products through Website on Internet.

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(2) The Alpha is undertaking advertising through Websites on Internet and it has approached the Galaxy to provide advertising services to Galaxy.?

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(3)The Galaxy, after negotiations with the officials of Alpha have agreed to advertise its products through Alpha on the terms and conditions mentioned herein.

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NOW IT IS HEREBY AGREED BETWEEN THE PARTIES AS UNDER:

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(1)The Galaxy agrees to appoint Alpha as its advertising agent for advertising its products on the Website on Internet

(2) The Galaxy agrees that the Alpha may use the information provided by Galaxy as part of advertising process for its own business purposes and may provide aggregated usage, viewership and other statistical demographic information associated with Alpha members to potential advertisers for Alpha sponsored websites

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(3)The Alpha may place advertisements on any page which meets standard broadcast television acceptability guidelines

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(4)The Galaxy agrees and undertakes that it will not give any advertisement content (textual, graphical or otherwise which (a) is libelous, abusive, obscene, profane, defamatory, inaccurate, sexually explicit, threatening or otherwise illegal (b) promotes, suggests or encourages illegal acts (c) contains expressions of bigotry, racism or hate (d) violates any copyright, trade mark or other intellectual property laws or (e) contains any other advertisements of goods or services except of the products of Galaxy. In case Alpha finds that the Galaxy has committed any violation of the foregoing prohibitions, it will have the right to terminate the agreement. The Galaxy will indemnify and keep indemnified the Alpha from and against all claims, demands, actions, proceedings, losses, damages, recoveries, judgments, costs, charges and expenses which may be made or brought or commenced against the Alpha or which the Alpha may or may have to bear, pay or suffer, directly or indirectly arising from the use of such contents furnished by the Galaxy

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(5) The Alpha declares that its advertisements may not be placed not to place on on pages which automatically refresh without human intervention.

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(6) The Galaxy agrees and undertakes that it will not change or manipulate Alpha's graphics in any way without expressed prior consent of the Alpha in writing.

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(7) The Alpha may modify, suspend, discontinue, or restrict the use any portion of the Alpha service at any time, with or without cause, with or without notice and without liability

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(8) The Galaxy agrees that neither it will capture, store, relay, transmit, buy or sell Alpha Member account numbers, nor it will reverse? engineer the Alpha Advertising Delivery System. The Galaxy further agrees that it will not create programmes or systems which automatically view and/or click-through Alpha advertising without human intervention.

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(9) The Galaxy will pay to the Alpha Affiliate Websites at the following rates for ad impressions: Rs. 5,50,000 for a period of three months

Rs. 10,00,000 for a period of six months

Rs. 14,00,000 for a period of nine months

Rs. 19,00,000 for a period of one year

The payment has to be made in advance and the advertising services will start within a week's time from the date of receipt of payment from Galaxy,

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(10)The Alpha, its affiliates, licensors, employees, agents or contractors will not be liable for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion defect, delay in operation or transmission, computer virus, communications line failure, theft or destruction or unauthorized access to, alteration of or use of records, whether for breach of contract tortuous behaviour, negligence or under any other cause of action.

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(11) The Alpha will have the right at its discretion to change the terms of this Agreement and will the Galaxy of any changes by e-mail or online postings. The continued use of Account by Galaxy after the posting of any notice of change in terms shall constitute the acceptance of Galaxy and Galaxy will be bound by any such changes. If any specific change in the agreement is not acceptable to Galaxy, the Galaxy will have the right to terminate the contract.

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(12) The Alpha will furnish its feed report to the Galaxy received from the viewers of the advertisements of Galaxy. The feed back will also include the No. of viewers which have seen the advertisements of Galaxy products on Website and suggestions it any for the modification/change in the manner of advertisements or products

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(13) This agreement may be amended only by a writing signed by the duly authorized representatives of both parties and specifically referring to itself as amendment to this agreement

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(14) Notices and other communications under this agreement shall be in writing addressed as indicated in the description of the parties herein or as either party may request in writing and the effective date of each is the date of its prepaid deposit in the mail for dispatch by air or such service properly addressed. Any notice sent by cable, telex or facsimile shall be deemed to have been served on the next day following the date of dispatch thereof.

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(15) The parties hereto agree that they shall not be responsible for failure to perform of their obligations under these presents due to forcemajeure, which shall include but not be limited to fire, flood, strike, labour strikes and disputes, embargo put by the government of the country of any party, shortage of labour, raw material, or any other reason of such party. If the circumstances leading to force majeure occur, the affected party shall give notice thereof to the other party. If the circumstances or event of force ma ure continue for a period ie exceeding six months, either party may terminate this agreement.

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(16) Any relaxation, forbearance, delay or indulgence on the part of any party in enforcing any of the terms and conditions of this agreement or the granting of time by any party to the other party shall not prejudice, affect or restrict the rights of that party hereunder nor shall any waiver by any party of any breach hereof operate as a waiver of any subsequent or any continuing breach hereof.

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(17) In case any dispute arises between the parties out of or in connection with this agreement, the same shall be referred to the arbitration of sole arbitrator, who may be appointed by the parties by mutual agreement. The venue of all proceedings relating to this agreement including Arbitration proceedings and proceedings before the Court will be The proceedings held by the arbitrator in making the award will be in accordance with the provisions of Indian Arbitration and Conciliation Act, 1996 or any statutory modification thereof. The award of the arbitrator shall be final and binding on the parties

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(18) It is hereby agreed between the parties that the time is the essence of this agreement.

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(19) This agreement shall be executed in duplicate. The original shall be retained by the Galaxy and the duplicate by the Alpha.

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(20) The stamp duty and all other expenses in respect of this agreement and duplicate thereof shall be borne and paid by the Galaxy.

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(21) The headings of the clauses of this agreement are meant only for convenience of reference and shall not in any way be taken into account in the interpretation of these presents.

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IN WITNESS WHEREOF the parties hereto have executed these presents and duplicate copy thereof on the day and year hereinabove written?

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1 Signed and delivered by the within named Galaxy Company. Ltd., by the hands of? Shri………Managing Director thereof in the presence of

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2 Signed and delivered by the within named Alpha Website Advertisers Co. Ltd., by the hands of Shri …………….Managing Director thereof in the presence of