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CONTENT CREATOR AGREEMENT

This Content Creator (“Agreement”) is made on September 13, 2020 (“Execution Date”) at and is
effective from July 23, 2020 (“Effective Date”) by and between:

Krazyfox Technology Private Limited, a company incorporated under the Companies Act, 2013
and having Corporate Identity Number-U72900JH2020PTC014922H. Its registered office at No-10,
Kranti Path, Radhika Nagar, Telco, Jamshedpur, Purba, Singhbhum, Jharkhand, India-831004
(hereinafter referred to as “Krazyfox”, which expression shall wherever the context permits, admits
or requires be deemed to mean and include its successors-in-interest and permitted assigns) of the
First Part

AND

__________, a resident of ___________________ India having PAN ___________(hereinafter


referred to as “Creator”, which expression shall wherever the context permits, admits or requires be
deemed to mean and include his/her successors-in-interest and permitted assigns) of the Second Part;

KRAZYFOX and the Creator shall individually be referred as “Party” and collectively as “Parties”.

WHEREAS
1. Creator is engaged in the creation of short-form video content across multiple platforms.
2. Krazyfox has entered into an exclusive agreement with Mohalla Tech Pvt Ltd (“ Influencer
Agreement”) that operates the Platform (as defined below).
3. The Creator has represented that he/she has the necessary skill and expertise to perform the
Services (as defined below).
4. Krazyfox is desirous of engaging the Creator to perform the Services and the Creator has agreed
to perform the Services on an exclusive basis as per the terms of this Agreement.

Now therefore, the Parties agree as follows:

1. DEFINITIONS

In this Agreement, the following words and expressions shall have the following meanings:

1.1 “Post/s” shall mean all videos and posts created by the Creators. For the purposes of this
Agreement, the term ‘Posts’ shall include but not be limited to any text, articles editorials,
news, tutorials, tips, suggestions, graphics, photographs, images, videos, audio (including,
without limitation, music used in time relation with text, images, or video), data, products,
services, archive, podcast, meta tags, URLs, keywords and other navigational elements, links,
pointers that is either original or synchronized with third-party Intellectual Property the
Intellectual Property Rights for which have been, and will be, procured by Mohalla Tech in the
manner as permitted by the Terms of Use.

1.2 “Intellectual Property” shall mean ideas, literary works, dramatic works, musical works,
artistic works, sound recordings, cinematograph films, concepts, creations, discoveries,
inventions, improvements, know how, trade or business secrets; trademarks, service marks,
designs, utility models, tools, devices, models, methods, procedures, processes, systems,
principles, algorithms, works of authorship, flowcharts, drawings, books, papers, models,
sketches, formulas, teaching techniques, electronic codes, proprietary techniques, research
projects, and other confidential and proprietary information, computer programming code,
databases, software programs, data, documents, instruction manuals, records, memoranda,
notes, user guides; in either printed or machine-readable form, whether or not copyrightable or
patentable, or any written or verbal instructions or comments and “Intellectual Property
Rights” shall mean all rights under law in respect of such Intellectual Property.

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1.3 “Platform” means and includes such mobile application platform and/or website that may be
owned and / or operated by Mohalla Tech Private Limited (“Mohalla Tech”) including the
mobile application platform and/or website titled “Moj”, accessible at
https://play.google.com/store/apps/details?id=in.mohalla.video that allows users to
post short-form video content on the Platform and interact with other users on the Platform.

2. SERVICES

Creator shall be required to render the following services (“Services”) for the duration of the
Term:

2.1 Create an account within 1 (one) hour of the execution of this Agreement with valid, true,
correct and factual registration information with the Platform (“Creator Account”).

2.2 Maintains his/her Creator Account Active during the Term (a Creator Account shall be
considered “Active” when it has not been terminated, suspended, or abandoned, and it meets
the content creation obligations set out in Clause 2.5 below). Unless otherwise pre-approved
by Krazyfox in writing, Creator shall not delete, replace, or otherwise change any registration
information of the Creator Account of such Creator, including without limitation, the ID and
the name of the holder of such Creator Account.

2.3 Subject to Clause 2.7, publish 2(two) – 4 (four) Posts per day on an “exclusive” basis i.e.,
each Post shall be posted on the Platform on an exclusive basis and shall not be posted on any
other social media platform, other than as permitted under this Agreement via the applicable
Creator Account.

2.4 Publish 4 (four) posts per week that promote the Platform on the Creator’s Instagram channel.

2.5 Cross post the Posts created on the Platform on to other social media platforms on which the
Creator has an account either presently or in the future;

2.6 Make efforts to migrate Creator’s followers on his/her existing social media platforms on to
the Platform

2.7 Make available old content created by the Creator prior to this Agreement on the Platform

2.8 Additionally, the Creator:

(i) shall not associate or provide Posts to other short form video platforms, or short form
video features within such existing platforms (“Excluded Third-Party Platforms”)
except for Snapchat, Twitter, Facebook, TikTok, Instagram and YouTube including
any short form video features forming part of the above-mentioned platforms that are
currently existing or may be launched in the future either independently or as an in-app
feature of the above-mentioned platforms (“Permitted Third-Party Platforms”);

(ii) shall not sign up, create profiles or accounts on the Excluded Third-Party Platforms
during the Term of this Agreement;

(iii) during the Term shall not sell or use the Posts previously created for any commercial
use on Platform.

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2.9 Notwithstanding anything to the contrary contained in this Agreement, the Creators shall be
permitted to create content in relation to brand deals and endorsements of any product or
service as per the Creators’ sole discretion (“Endorsement Content") and thereafter grant the
entity that owns and markets the brand the right to upload the Endorsement Content on any
platform or service including but not limited to any e-commerce platforms and/or websites,
Excluded Third- Party Platforms and the Permitted Third-Party Platforms.

2.10 Creator shall ensure that he/she delivers or post the Posts on the Platform as per the timelines
mentioned in this Agreement and under no circumstances shall Krazyfox condone any delay
on part of the Creator in this regard.

2.11 Creator shall be the sole “author” and owner of the Posts in perpetuity, throughout the
universe, in all media now known or hereafter devised and shall exercise ownership over all
rights in and to the Posts, including but not limited to the rights enumerated in Section 14 ,
Section 38-A, Section 38-B and Section 57 of the Copyright Act, 1957.

2.12 Subject to the terms of the Influencer Agreement, Mohalla Tech shall for the duration that a
Creator has a valid account on the Platform, have a non-exclusive, limited, non-transferable,
non-sub- licensable, worldwide, right to utilize small or whole portions of the Posts on an “as-
is” basis for use in promotion, marketing, advertisement, and providing navigation to, the
Posts and/or for online and offline marketing and promotion of Platform and its properties and
services in the Territory with the understanding that the Creator shall at all times be attributed
as the creator of the Posts. For example, Platform may place anywhere on the Platform or on
third party websites promotions for, and links to, the Posts where it resides (including, e.g.,
headlines for RSS feeds/links) with the understanding that the Creator shall at all times always
be attributed as the creator of the Posts.

3. TERM & TERMINATION

3.1 This Agreement shall commence from the Effective Date and shall continue until the
termination of the Influencer Agreement (“Term”).

3.2 Krazyfox may terminate this Agreement at any time during the Term and for any reason or for
no reason at all.

3.3 Upon any termination or expiration of this Agreement:

(i) the Parties shall immediately take steps to bring the performance of their obligations
under this Agreement to a halt in a safe and orderly manner and Creator may at its sole
discretion delete the Creator Account;

(ii) Neither Party shall have the right to use any Confidential Information provided to them
to perform their obligations under this Agreement for any purpose whatsoever;

(iii) The Creator shall be required to refund any excess Fee paid to the Creator calculated on
a pro-rata basis with the understanding that the pro-rata excess Fee shall be calculated
basis the number of Posts created and uploaded by the Creator in the month that the
Agreement is terminated.

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4. REPRESENTATION AND WARRANTIES:

The Creator represents and warrants that:

4.1 The Creator has the full right, power and/or authority to enter into and perform his/her
obligations under this Agreement;

4.2 No litigation, arbitration and/or administrative proceedings are threatened or pending which
call into question the validity or performance by the Creator of its obligations hereunder;

4.3 The Creator has not and shall not enter into any arrangement or agreement or grant any
exclusive right to any third party which would or might conflict with the terms and
conditions of this Agreement;

4.4 The Creator is not under any disability, restriction, or prohibition, whether legal,
contractual, or otherwise, which shall restrict her from performing or adhering to any of his
obligations under this Agreement, and it has not entered into and shall not enter into any
agreement that may violate this Agreement;
4.5 The Creator shall not use derogatory remarks directly or indirectly against Krazyfox,
Mohalla Tech and the Platform or any other representative of Krazyfox and shall not
commit any act which shall bring Krazyfox, Mohalla Tech and/or the Platform into public
disrepute, contempt, scandal or ridicule and/or defames and/or disparages Krazyfox,
Mohalla Tech and/or the Platform, either directly and/or indirectly;

4.6 The Creator will adhere to the terms and conditions of this Agreement in good faith and in
an efficient and professionally ethical manner; and

4.7 The Creator shall not, in any manner whatsoever, circumvent or otherwise frustrate the
intent of this Agreement;

4.8 The Creator owns and has all necessary rights to control the Creator Account and/or the
Posts used and/or otherwise disseminated through the Creator Account;

4.9 The Posts are wholly original, do not violate or infringe any third party intellectual property
rights including, any copyright or right of privacy or any other property or personal right of
any third party and shall (a) be free from all claims, liens, any monetary liability, fees and
any
/all encumbrances; (b) not be obscene, libelous, defamatory or scandalous or be capable of
hurting the religious sentiments of any segment of the population; or (c) not violate any
terms or conditions of the platforms in respect of Creator Account, or the terms and
conditions of any third party platform including, but not limited to, the terms of this
Agreement. Further, the Creator has obtained all the necessary rights and licenses from
authors of the underlying literary, musical, artistic works incorporated in and to the same
and/or from performers whose performances are incorporated thereto have been duly
obtained by the Creator.

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5. RIGHTS AND OBLIGATIONS:

Creator shall:

(i) perform the Services in a timely manner (which timelines shall be mutually agreed to) in
accordance with industry practice;
(ii) provide the Services in the manner represented to Krazyfox under this Agreement or
other written communications with the understanding that Krazyfox may amend /
expand the scope of the Services from time to time and shall not be required to seek the
Creator’s consent in this regard;
(iii) it shall ensure that all Posts are in compliance with the terms if this Agreement and
applicable law;
(iv) not delete that the Posts uploaded by any Creator on the Platform.
(v) commence performing the Services immediately upon execution of this Agreement with
the and continue to perform the Services timely manner, with the understanding that in
the event of any non-compliance by the Creator in this regard, the Creator agrees and
affirms that he/she shall be required to pay Krazyfox a penalty amounting to 3 (three)
times the Fee payable to the Creator as per the terms of Clause 9 of this Agreement.

6. CONFIDENTIALITY

6.1 In this Agreement, “Confidential Information” shall mean (a) any technical and non-technical
information related to the Krazyfox and/or Mohalla Tech’s business and current, future and
proposed products and Services of the Parties, including for example and without limitation
and Krazyfox and/or Mohalla Tech’s information concerning research, development, design
details and specifications, financial information, procurement requirements, engineering and
manufacturing information, customer lists, business forecasts, sales information and marketing
plans and any other information which by its very nature should be deemed to be treated as
confidential.

6.2 Except as permitted in this Clause 6, Creator shall not use, disseminate or in way disclose any
Confidential Information of Krazyfox and/or Mohalla Tech. Creators may use the Confidential
Information solely for the purpose of this Agreement. Creators shall treat all Confidential
Information with the same degree of care as the Creator accords to its own confidential
information, but in no case shall it use less than reasonable care. Creator shall immediately
give notice to, Krazyfox and/or Mohalla Tech as the case may be of any unauthorized use or
disclosure of the Confidential Information and shall assist the Krazyfox and/or Mohalla Tech
in remedying any such unauthorized use or disclosure of the Confidential Information.

6.3 All Confidential Information disclosed shall, at all times, be owned by the Krazyfox and/or
Mohalla Tech as the case may be and shall be returned or destroyed if requested by Krazyfox
and/or Mohalla Tech on expiry or earlier termination of this Agreement.

6.4 The obligations of confidentiality shall survive the termination or expiry of this Agreement for
a duration as required under as per the applicable laws.

7. INDEMNITY

7.1 Creator shall indemnify and keep indemnified, Krazyfox, its affiliates, members, officers,
director, employees and associates harmless against all claims, liabilities, damages, costs,
penalties, suits, proceedings and expenses (including legal costs) that may be suffered or
incurred by Krazyfox as a consequence of:
(i) breach of Creator’s covenants and representations and warranties under this Agreement;

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(ii) any proven default or failure of the Creator in discharging its obligations under this
Agreement or as a result of any act or omission on part of the Creator;
(iii) infringement of Intellectual Property Rights of third parties including but not limited to
the Posts created and posted by the Creator on the Platform;
(iv) any act, commission or omission, willful negligence, mis-representation, fraud, forgery,
dishonesty, misconduct or violation of any of the terms and conditions of this
Agreement;
(v) non-compliance of applicable laws.

8. LIMITATION OF LIABILITY

8.1 Neither Party shall be liable to the other Party for any indirect, incidental, contingent,
consequential, punitive, exemplary, special or similar damages, including but not limited to,
loss of profits or loss of data, whether incurred as a result of negligence or otherwise,
irrespective of whether either Party has been advised of the possibility of the incurrence by the
other Party of any such damages.

8.2 Nothing in this Agreement shall be taken to exclude or limit either Party’s liability under or
arising out of this Agreement whether based in contract, tort (including negligence and strict
liability) or otherwise to the extent that such liability cannot be excluded by law.

9. PAYMENT TERMS

9.1 Subject to timely receipt of the Consideration as per the terms of the Influencer Agreement
and the Creator rendering his/her Services as per the terms of this Agreement, Creator shall be
entitled to receive an amount of Rs. 10,00,000/- (Rupees Ten Lakhs Only) per month for the
duration of the Term (“Fee”). The Consideration shall be exclusive of applicable goods and
services tax which shall be charged additionally in accordance with the applicable laws.

9.2 Krazyfox shall pay the Fee to the Creator within 30 (thirty) days of receipt of a valid tax
invoice from the Creator.

9.3 Krazyfox may withhold from any amounts payable under this Agreement tax deducted at
source in accordance with the provisions of the Income Tax Act, 1961 and shall submit
appropriate certificates to the Creator, in accordance with the timelines prescribed under the
said act.

10. NON-COMPETE

During the term of this Agreement and for a period beyond the Term of this Agreement, the
Creator specifically agrees that it shall not at any point in time whether during the Term of this
Agreement or otherwise allow himself/herself to be recruited or solicited by any third-party,
including, but not limited to, Mohalla Tech, to the exclusion of Krazyfox.

11. SEVERABILITY

If any clause of this Agreement is found to be unlawful or unenforceable, it is to be interpreted


to the extent necessary to make it lawful or enforceable. If a clause found to be unlawful or
unenforceable cannot be read down, it is to be severed from these terms of business and the
remainder of these terms of business shall continue in force.

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12. ENTIRE AGREEMENT

This Agreement, including all exhibits attached hereto, contains the complete understanding
and agreement of the Parties and supersedes all prior or contemporaneous agreements or
understandings, oral or written, relating to the subject matter herein. Any waiver, modification
or amendment of any provision of this Agreement will be effective only if in writing and
signed by duly authorized representatives of the Parties.

13. ASSIGNMENT

The Creator shall not assign or sub-contract this Agreement in whole or in part to any third
party, without the prior written consent of Krazyfox. Krazyfox may at its sole discretion,
assign this Agreement, and the rights and obligations to an affiliate of Krazyfox without
seeking any consent from the Creator in this regard.

14. RELATIONSHIP BETWEEN PARTIES

Nothing contained in this Agreement shall mean or represent either Parties to be a principal or
agent of the other Party. Both Parties to this Agreement are independent and the Creator has
been appointed on an independent basis.

15. WAIVER

Any waiver by either Party of any default or breach hereunder shall not constitute a waiver of
any provision of this Agreement or of any subsequent default or breach of the same or a
different kind.

16. FORCE MAJEURE

Neither Party shall be liable to other Party for any failure or delayed performance of any
obligation hereunder this Agreement, to the extent and for such periods of time as such failure
delayed performance is prevented or restricted with by reason of any acts of nature, acts of
war or terrorism, pandemic/epidemic, or any change in law affecting this Agreement, (each
such occurrence being hereinafter referred to as a “Force Majeure”). The Party failing to
perform shall notify the other Party in writing immediately on the occurrence of such Force
Majeure, and shall in every instance, to the extent it is capable of so doing, use its best efforts
to remove or remedy such Force Majeure.

17. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of India and with
an exclusive jurisdiction to the courts of Mumbai, India.

18. DISPUTE RESOLUTION

The Parties agree that they shall, at all times, act in good faith, and make all attempts to
resolve all disputes or differences howsoever arising out of or in connection with this
Agreement by discussion, failing which, the Parties shall refer the dispute to a court exercising
competent jurisdiction in Mumbai, India.

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19. SPECIFIC PERFORMANCE

The Parties agree that damages may not be an adequate remedy for the Parties under this
Agreement, and the Parties shall be entitled to an injunction, restraining order, right for
recovery, specific performance or such other equitable relief to restrain the other Party from
committing any violation or enforce the performance of the covenants, warranties or
obligations contained in this Agreement.

20. STAMP DUTY

Any applicable stamp duty arising out of this Agreement shall be borne by Krazyfox.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date
hereinabove mentioned

For: Krazyfox Digital Media Private Limited For: Creator

Name: Sagar Gokhale Name: Robin Agrawal


Designation: CEO and Director
Date: July 23, 2020 Date: July 23, 2020

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