KBSCPL - MSA - Trinetra Food Factory - Agreement 2.0 - TR

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K

r EYBLOCKS
+91 915 416 0948 H info@keyblocksstrategy.com i 1 www.keyblocksstrategy.com 1
STRATEGY
L CONSULTING J

u This Digital Strategy Master Agreement (hereinafter "Agreement"), shall become


s effective as of the latest signature date (“Effective Date”). is made effective
as of November 30th, 2022 by and between the following parties:
i Trinetra Food Factory., hereinafter referred to as "Client" having an address at Shree
n Ramani
e Nilayam, H.NO 4-1337, Street# 8, Marthanda Nagar, New Hafeezpet, RR Dist.,
Telangana State, INDIA
s
500049 represented by its Promoters
s Mr. Thaneer Taneer Raja & Mr. Taneeru Madhusudhan Email:
AND

C Keyblocks Strategy Consulting Private Limited, a business, Incorporated under


MCA of Telangana, INDIA. hereinafter referred to as "Strategist" having its
o business at: Usha Sri Square,1st Floor, Gachibowli, Hyderabad,
Telangana 500081.
n Email: info@keyblocksstrategy.com Phone No: +91 91541 60948.
s
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tIn
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A 1. Create & Define Business Digital - Roadmap
e
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sr 2. Business Audits & Strategy Recommendations
A
L 3. Promotional Campaigning Strategy
a
S
SM
sll 4. Sales and Operational Strategy
,:
h 5. Google My Business - Management
a
m
C
a
a 6. Promotional Media Content Support
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lls
ri 7. Social Media Management
b
ke
tee Through each of the strategy services to plan, perform, execute and monitor the
n results include various delivery channels towards common objective of Business
te
t Strategy Consulting & Digital Marketing & Promotion Services.
ri
ir
e
n
s WHEREAS, Strategist has expertise and experience in creating, overseeing, and
fg
operating successful Business Strategy & Digital Marketing Promotion.
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KEYBLOCKS
Sl. No.
Activity Description Duration
STRATEGY CONSULTING
New Business Launch & Set-up
1 Business Location Audit (Limit to 3 Locations) One-Time
WHEREAS, Client would like to engage Strategist to consulting on existing and new
2
business Businessand
set-up Set-up Research
digital and Strategy
marketing services for the growth ofOne-Time
the clients
business,
3 as defined
Business more
Unit fullyDesigns
- Set-up below,/ Options
and therefore provide certain Deliverables,
On Demand as
defined more fully below;
4 Branding Proposals & Recommendations On Demand
NOW,5 therefore, in consideration
Initial Business of the promises and covenants contained
Set-up Assistance herein, the
On Demand
r receipt and sufficiency of which is hereby acknowledged, the parties do agree as 1
+91 915 416 0948 H info@keyblocksstrategy.com i 1 www.keyblocksstrategy.com
follows:
L J
Article
1-
This Agreement sets forth the terms and conditions whereby Strategist agrees to
SCOPE
produce certain Campaigns and Deliverables, as described below, for Client. Strategist
will be engaged solely and exclusively for the purpose of provisioning Campaigns and
Deliverables of Client Only.

Neither party is, by virtue of this Agreement, authorized as an agent, employee, or


legal representative of the other. Except as specifically set forth herein, neither party
shall have the power to control the activities and operations of the other and its status
at all times will continue to be that of an independent contractor relationship.

Article
2-
The Client hereby engages the Strategist, and the Strategist accepts such
DESCRIP
engagement to create and/or manage the following Campaigns and provide the
TION OF Deliverables:
following
SERVICE
S Scope
&
Of
WARRAN
Delivery
TIES
on New
Business
Launch
KEYBLOCKS
Sl. No.
Activity Description Duration
STRATEGY CONSULTING
Social Media Marketing
1 Social Media Marketing - All 30 Days Engagement Daily
Scope
2 SMM - Optimization & Pages Standard Fixes Daily
Of
3
Delivery Social Reputation Management - Benchmarking Weekly
for
Google My Business / Business Listing
Monthly
4 Google My Business Daily
Promotio Local Business Listing - Business Directors, Back
nal 5 / Linking, Places Weekly
Growth
Campaigns
Support / Promotions (Paid Promotion Budgets are to be paid by client as per approvals)
6 Digital Paid Campaigns (Social, Ads etc.,)* Daily

7 Outreach Campaigns* Weekly


Business Strategy Services
7 Overall business position & Brand Strategy Monthly
8 Digital & Social media engagement strategy Monthly

9 Paid Campaign Strategy On Demand


r +91 915 416 0948 H info@keyblocksstrategy.com i 1 www.keyblocksstrategy.com 1
L J

o
t
n
e
D All Paid campaigns / promotions or any external or promotional Branding works are paid as per
:
e approvals.
m
a Strategist represents and warrants that Strategist has the knowledge, skills, and
n experience necessary to be lawfully engaged for the purposes described above.
d Strategist agrees that any original copy provided within the Campaigns and
S
e
Deliverables will be the sole and exclusive authorship of Strategist and that the copy
r will be free from plagiarism.
v
i Strategist represent deploys a Dedicated Account Manager on sharing basis at client
c location part-time for day-to-day co-ordination of client marketing requirements that
e needs Strategist intervention and scope of service delivery.
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K
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+91 915 416 0948 H info@keyblocksstrategy.com i 1 www.keyblocksstrategy.com 1
STRATEGY
L CONSULTING J

Strategist agrees to conduct Monthly Strategy Review meeting to discuss the


progress and planning of the strategies as part of roadmap. Shortfalls and MOM's are
recorded and addressed before next following meeting.

Strategist agrees to use reasonable care, as is considered standard in Strategist's


industry, to ensure that all statements contained within the Campaigns and
Deliverables are true and do not infringe upon the copyright, right of privacy, right of
publicity, or any other proprietary right of any third party.

Client acknowledges and agrees, however, that full and final verification for accuracy
is Client's responsibility.

r
The agreed proposal will be effective till: 6 Months. It is understood between the
t Parties that the Campaigns will evolve and change over time.
i
c The Client agrees not to alter the Campaigns and Deliverables unless the alterations
l are agreed upon by both parties in writing and notated within or upon this Agreement.
e Strategist's fees include 3 iterations of edit rounds per Campaign and per Deliverable:

3
T
-h Design Reviews Concept Changes Messaging (Content) Copyright
e
Es
De
Ie
Td If Strategist shall not hear from Client within the Schedule time or 3 days after
Sitsubmission of the Campaigns and Deliverables, the Campaigns and Deliverables shall
s
be considered accepted with no further changes permitted.
i
A
n
Nc If the Client wishes to alter the Campaigns and Deliverables beyond the initial
descriptions listed and beyond the included edits, Strategist will still be owed all fees
Dl invoiced before any additional edits are made. Strategist shall then invoice for
uadditional edits, which will be determined at the time the edits are discussed.
Ad
Pe
rPt
All intellectual property contained within the Campaigns and Deliverables will become
tRhthe intellectual property of Client, free and clear, as a work-made-for-hire and
e
iOf Strategist will not hold rights on the same.
c
Vo
lAll
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Lo
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KEYBLOCKS
Sl.No
Service Description
Commercials / Month
(INR)
STRATEGY CONSULTING
1 New Business Launch Services 50,000 / Unit
2 Monthly
Strategist mayPromotional / Growth
be engaged or Support
employedConsulting
in any other business, 15,000
trade, / profession,
Unit or
other
3
activity which does not place Strategist in a conflict ofAsinterest
Other Expenditures - For Promotions & Marketing
with the Client,
per DPR Approvals
provided, that, during the term, Strategist shall not be engaged in any business
- Other than solution expenditure - all other operating or out of BOM expenses to be
activities
borne that
bycompete with the
the customer only.business of the Client without the Client's prior written
consent.
- The above proposal is subjected to change in scope as per final SOW signing with the purchase
order.
Artic
rle 5 -+91 915 416 0948 H info@keyblocksstrategy.com i 1 www.keyblocksstrategy.com 1
L Client J
FEES
will be
AND
billed
EXPE
as per
NSES
the
comme
rcial
schedul
e as
Client will be billed a On Demand Fee for any additional work/tasks assigned with a
shared
mutually agreed fee.
below
Payment Terms:

Payments are to be paid Monthly in Advance


Approved bills for the paid campaigns are to be released within the time frames
of 7 days from the date of invoice.

Client agrees to reimburse pre-approved expenses and costs as indicated on invoices.


Such expenses and costs shall be accompanied by receipts and reasonable
supporting documentation. The Parties will agree on the expenses prior to the
expenses being incurred.

Note:
- The above pricing is excluding additional tech or operational work
- The product comes with business warranties, Operational warranties are purely
bases on the scope of implementation and may vary.
KEYBLOCKS
STRATEGY
r CONSULTING
+91 915 416 0948 H info@keyblocksstrategy.com i 1 www.keyblocksstrategy.com 1
L Article 6 - TAXES J

Strategist herein acknowledges that they will receive all the applicable tax recites from
the Client. Client shall not withdraw any applicable tax funds from any fees paid to
Strategist. Strategist and Client shall each be solely responsible for all of the Union of
states federal, state, and local taxes applicable to them.

r
Client and Strategist hereby acknowledge and agree that nothing contained herein is
t to establish an exclusive relationship between the Parties. Strategist shall be free to
i continue working for and taking on new clients, without regard to Client. Strategist
c does not need Client approval for any such work. Client is also free to hire additional
l Strategists for any of Client's work and does not need Strategist's approval to do so.
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t It is the Client's sole and exclusive responsibility to ensure that all legal requirements
i for Client's business are met. Such legal requirements include, but are not limited to,
-c ensuring claims on advertising and graphics are true, accurate, and may be legally
l stated, as well as ensuring all products and product sales are lawful. Strategist shall
N
O not be responsible for any legal, technical, or regulatory specifications. Wherein
e
Strategist will duly notify client on such requirements.
N
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- The term of this Agreement shall be for a period of one year from the Effective Date .
tC
C The Parties may terminate this Agreement prior to the specified end date by giving
i
L notice in writing. Notice shall be given at least the following amount of time before
c
IU termination: 30 Days.
l
E
S This Agreement may be immediately terminated in the event that there is a breach of
e
I the terms by either Party.
N
T
V If Client finds Strategist's work unsatisfactory, Strategist shall be given the following
9
IL amount of time for one revision to cure: 15 Days. After this cure period, if Client still
-T finds the work unsatisfactory, Strategist shall not be under any additional obligations.
E
T Client shall still be responsible to pay Strategist all due fees till the specified period and
Y
G
E the Parties may then terminate this Agreement.
A
R
L
M This agreement will also immediately terminate upon the death of the Strategist or
I Client, the inability of the Strategist to perform the services because of a sudden and
R
N medically documented physical or mental disability, the liquidation, dissolution or
E
A discontinuance of the business of the Client or Strategist in any manner, or the filing of
Q
T any petition by or against the Client or Strategist under federal or state bankruptcy or
U
I insolvency laws.
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KEYBLOCKS
+91 915 416 0948 H info@keyblocksstrategy.com i 1 www.keyblocksstrategy.com
L J

STRATEGY CONSULTING
Upon termination for any reason, all fees and reimbursements shall be paid and
provided to the Strategist as they have accrued up to the date of termination.
Upon expiration or termination of this agreement, or at any other time upon the Client's
written request, Strategist shall promptly after such expiration or termination

- Deliver to the Client all work (whether complete or incomplete) and all hardware,
software, tools, equipment, or other materials with source files and credentials for
related to client provided for Strategist's use by the Client.

- Deliver to the Client all tangible documents and materials (and any copies)
containing, reflecting, incorporating, or based on the Client's confidential or
proprietary information, as discussed further elsewhere in this Agreement.
- Permanently erase all the confidential or proprietary information from any of the
Strategist's computer systems; and

- Certify in writing to the Client that Strategist has complied with the requirements
of this clause.

r
t Strategist hereby acknowledges and agrees that Strategist may receive confidential
i and/or proprietary information relating to Client's business. Such information may
c include, but will not be limited to, client lists, client notes, specifications, project
l information, plans, and/or technological resources. The confidential and/or proprietary
e information is significantly important to Client's business and it has been developed or
obtained over time, with significant resources involved. Strategist understands and
1 agrees that any unintended disclosure of any of the confidential and/or proprietary
0 information would be significantly detrimental to Client. As such, Strategist agrees that
they shall:
-
I) Not disclose the confidential and/or proprietary information by any means not
C
authorized by the Client to any third parties;
O
N II) Not copy or duplicate the confidential and/or proprietary information unless
F specifically directed to do so by the Client;
I
D III) Not disclose the confidential and/or proprietary information by any
E unauthorized means to any third parties.
N
T IV) Not use the confidential and/or proprietary information for any purpose except
I those expressly authorized by the Client;
A
V) Inform Client immediately if Strategist becomes aware of any unauthorized use
L
or disclosure of the confidential and/or proprietary information.
O
R

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+91 915 416 0948 H info@keyblocksstrategy.com i 1 www.keyblocksstrategy.com 1
STRATEGY
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r
t Notwithstanding the specific rights of intellectual property outlined by this Agreement,
i Strategist shall be permitted to use all work in Strategist's professional portfolio, after
c such work has been made public by the Client. Nothing contained herein shall limit
l Strategist's such right.
e
r
1 Strategist agrees to and Client shall each defend, indemnify, and hold Client the other
t
1 harmless (including all affiliates, officers, directors, employees, agents, successors,
i
c and assigns) from and against all losses, damages, liabilities, deficiencies, actions,
- judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind
l
P (including reasonable attorneys' fees) arising out of or resulting from bodily injury,
e
O death of any person, damage, real or intangible, to personal property resulting from the
R other's acts or omissions or the breach of any representation, warranty, or obligation
1
T under this Agreement.
2
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I Any provision of this Agreement which by its terms imposes continuing obligations on
tI
N either of the Parties shall survive termination of this Agreement.
iO
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e
S In case of a dispute between the Parties relating to or arising out of this Agreement,
tN
E the Parties shall first attempt to resolve the dispute personally and in good faith. If
iI
1 these personal resolution attempts fail, the Parties shall then submit the dispute to
c
F
3 binding arbitration. The arbitration shall be conducted in the county and state noted in
lI
C the jurisdiction of Telangana State, INDIA. as per the provision of this Agreement. The
e
- arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no
A
S authority to add Parties, vary the provisions of this Agreement, award punitive
1
T
U damages, or certify a class. The arbitrator shall be bound by applicable and governing
4
I
R federal Union of States law as well as the law of Telangana State, INDIA.
O
V
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I Each Party shall pay their own costs and fees. Claims necessitating arbitration under
D
V this section include, but are not limited to: contract claims, tort claims, claims based on
I
A federal and state law, and claims based on local laws, ordinances, statutes or
S
L regulations. Intellectual property claims by Strategist will not be subject to arbitration
P
and may, as an exception to this sub-part, be litigated. The Parties, in agreement with
U
this sub-part of this Agreement, waive any rights they may have to a jury trial in regard
T
to arbitral claims.
E

R
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+91 915 416 0948 H info@keyblocksstrategy.com i 1 www.keyblocksstrategy.com 1
STRATEGY
L CONSULTING J

r
t This Agreement shall be governed by and construed in accordance with the internal
i laws of State of Telangana without giving effect to any choice or conflict of law
c provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue
l of the federal and state courts located in the following county in any legal suit, action,
e or proceeding arising out of or based upon this Agreement or the work provided
hereunder: Telangana State, INDIA.
1
5
r
-t This Agreement shall be binding upon and shall inure to the benefit of each of the
G
i parties hereto, and to their respective heirs, representatives, successors, and assigns.
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tI This Agreement may be executed in counterparts, all of which shall constitute a single
6
iN agreement. The Agreement shall be effective as of the date set forth above.
c
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-l
B
e
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tN All notices, requests, consents, claims, demands, waivers and other communications
L
1
iA hereunder (each, a "Notice") shall be in writing and addressed to the Parties at the
E
7
W
c addresses set forth on the first page of this Agreement. All notices shall be delivered
F
lI by email or at the address which the parties may designate to each other through
-e personal delivery, nationally recognized overnight courier (with all fees prepaid), or
T
C certified or registered mail (in each case, return receipt requested, postage prepaid).
O
1 Except as otherwise provided in this Agreement, a Notice is effective only if (a) the
U
8 receiving party has received the Notice and (b) the party giving the Notice has
N complied with the requirements of this Section.
T
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E A
N
R r
O Strategist is not liable for any failure to perform due to causes beyond its reasonable
P t
T control including, but not limited to, acts of God, acts of civil authorities, acts of military
A i
I authorities, riots, embargoes, acts of nature and natural disasters, and other acts
R c
C which may be due to unforeseen circumstances.
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+91 915 416 0948 H info@keyblocksstrategy.com i 1 www.keyblocksstrategy.com 1
STRATEGY
L CONSULTING J

A
r
Headings
t to this Agreement are for convenience only. Headings shall in no way
affect
i the provisions themselves and shall not be construed in any way that would
limit
c or otherwise affect the terms of this Agreement.
l
e
A
r2
tThe
0 agreement embodies the entire agreement between the Client and Strategist
irelating to the subject matter hereof. This Agreement may be changed, modified or
cdischarged
- only if agreed to in writing by both parties.
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