DRAFT

BRAND STORE AGREEMENT

This Brand Store Agreement is entered into on _________________(Effective Date) by and
between
_____________________________ a company incorporated under the provisions of Indian laws,
having its registered office at ____________________________________________ (hereinafter
referred to as Brand Owner which expression, unless repugnant to the context, shall mean and
include its affiliates, successors, assigns etc.) of the One Part; and
One97 Communications Limited a company incorporated under the provisions of Indian laws,
having its registered office at First Floor, Devika Tower, Nehru Place, New Delhi-110019 and its
corporate office at B-121, Sector-5, Noida - 201301, (hereinafter referred to as the Paytm which
expression, unless repugnant to the context, shall mean and include successors, permitted assigns
etc.) of the OTHER Part.
WHEREAS
Brand
Owner
inter-alia,
carries
on
_______________________________ and is the owner of brands viz;

the

business

of

Whereas Paytm is approached by Brand Owner and has expressed its desire to avail the services
by Paytm as per the terms of this Agreement;
Whereas Paytm has represented that it has the necessary infrastructure and requisite experience
and expertise to efficiently provide its services to Brand Owner;
Whereas the Parties hereto desire to record their representations, warranties, statements,
assurances, agreements, undertakings, indemnities and covenants on their part as also the terms
and conditions of their Agreement as under.
NOW THEREFORE, IN CONSIDERATION FOR THE PARTIES ENTERING INTO THIS
AGREEMENT, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Brand Owner shall use Paytm services to operate an online store on its Paytms ecommerce
website www.paytm.com. Brand Owner will use Brand Store to promote and extending online
offers and deals to promote its Products.
2. Brand Owner or its authorised dealers as intimated by Brand Owner to Paytm, from time to time,
shall provide catalogue details regarding [name of product] along with the maximum retail price
and list price (collectively referred to as Price) and any change thereof and the same be
communicated to Paytm. Paytm shall allow Brand Owner or authorised dealers as nominated by
Brand Owner to sell through brand store.
3. Paytm shall only permit the use and upload of related content, brand images, logos as preapproved and shared by Brand Owner from time to time.

4. Brand Owner shall maintain all requisite records which are obligatory under any applicable law in
connection with the brands referred to in clause 7.a and shall provide such information as may
be required under any law to any appropriate authority.
5. Parties shall comply at their own expense with all applicable local, national, regional and
international laws, ordinances, regulations, codes, standards, directives and international
conventions and agreements to the extent that any of them have the force of law, including ,as
applicable, but not limited to anti bribery laws.
6. Under no circumstances, whether based on contract, warranty, negligence, strict liability, or
otherwise, shall no Party or its affiliates be liable for any special, consequential, indirect,
incidental or punitive damages of any kind or character, including but not limited, to loss of profits
or revenues, loss of product, loss of use, cost of capital and the like, arising out of or related to
any performance under or breach of this Agreement.
7. Warranties
a. Brand Owner warrants that it is the rightful owner of the following brands, to be promoted by
the Brand Owner on Paytm website and mobile application:
1
2
3
b. Brand Owner warrants that during the term of this Agreement it shall ensure that it continues
to be the owner of brands listed in aforesaid clause.
8. Indemnities
Brand Owner shall, at all times and to the complete satisfaction of Paytm and without demur, at
its own expense, indemnify, defend and hold harmless, Paytm and its officers, directors,
employees, associates successors, representatives and agents, against any third party claim,
demand, suit, action, penalties, fine, duties, damages, awards, settlements, liabilities, losses,
costs and expenses related thereto (including attorneys fees) to the extent that such claim,
demand, suit, action, penalties, fine, duties, damages, awards, settlements, liabilities, losses,
costs and expenses, directly or indirectly, arising out of including but not limited to:
i
ii
iii
iv
v

any breach or performance or non-performance by the Brand owner of Brand owners

undertakings, warranties, covenants, declarations or obligations under this Agreement; or
any claim or proceeding brought by Brand owners Vendors/Suppliers, the Customer or any
other person against Paytm, in respect of any goods/services offered by Brand Owner;
any act, neglect or default of Brand owners agents, employees, licensees or customers;
by a third party that Brand owners Services infringes any intellectual or industrial property
rights of that third party
any claim by any other party against Paytm, arising from sub-clause (i), to (iv) above.

9. Intellectual Property Rights

(i) Both Parties agree that the brands/logos, trademarks, etc., belonging to each Party are the
exclusive property of the respective Party and cannot in any circumstances be used, or
copied, or altered in any manner which is identical/ similar the brands/logos/trademarks of
the other Party without being specifically authorized in writing by that other Party. Seller
recognizes and confirms that Paytm has the exclusive right to supervise, allow and reject the
contents of the Platform. Paytm shall not be liable for contents and images shared, uploaded
or displayed on the Platform by the Seller regarding the Sellers Products and all consequent
liability will be borne by the Seller only.
(ii) Brand Owner hereby grants to Paytm the right to display the name of brands listed under
clause 7 along with the related logo and/or trademark and/or brand name, etc., of the
Products for marketing/selling through the Platform or any promotional activity.
(iii) Brand Owner acknowledges that Paytm is merely an intermediary in terms of the Information
Technology Act, 2000 and rules thereunder. However, on receiving written notification of any
alleged infringement of third party intellectual property rights due to display or sale of any
Products/third party trademark or copyrighted matter, Paytm may, at its own discretion
remove or block the Brand Store or any objectionable content from without prior notice to
Brand owner.
(iv) During the Term of this Agreement Brand Owner grants an irrevocable and royalty free
license to Paytm for using brand name, logos and other contents in promotional e-mailers,
GDNs, banners etc. for using the same in digital marketing.

10. Consideration
As per Annexure 1 of this Agreement.
11. No Disclosure:
(i)

Parties to this Agreement acknowledge and agree that in connection with this Agreement,
each Party will have access to confidential information and hereby agrees not to disclose
any confidential information to any third party and not to use any such confidential
information for any purpose other than as strictly required for performance under this
Agreement. All such confidential information is and shall remain the exclusive property of the
disclosing Party and no license shall be granted or implied with respect to such confidential
information by reason of the other Partys access to such confidential information.

(ii)

Each Part agrees to protect the confidential information of other Party with the same
standard of care and procedures used by each to protect its own confidential information of
similar importance but at all times using at least a reasonable degree of care.

(iii)

Each Party shall undertake such precautions such as is sufficient to enable it to comply with
all the terms hereof and to ensure similar compliance thereof by its each such employee /
personnel and which binds each such employee / personnel to maintain complete and
effective secrecy and confidentiality regarding any and all information whatsoever pertaining

to other Party which comes to their knowledge in the course of undertaking any services in
pursuance of this Agreement.
(iv)

Exclusions: The receiving Party shall be relieved of this obligation of confidentiality to the
extent any such information:
a. was in the public domain at the time it was disclosed or has become in the public
domain through no fault of the receiving Party;
b. the receiving Party can prove, was known to it, without restriction, at the time of
disclosure;
c. is disclosed by the receiving Party with the prior written approval of the disclosing
Party;
d. the receiving Party can prove that the confidential information was independently
known by the receiving Party without any use of the disclosing Party's confidential
information ;
e. becomes known to the receiving Party, without restriction, from a source other than
the disclosing Party without breach of this Agreement by the receiving Party and
otherwise not in violation of the disclosing Party's rights.

(v)

Parties agree that the terms and conditions of this Agreement shall be treated as confidential
information, which can not be disclosed without the prior written consent of the other Party;
provided, however, that the general existence of this Agreement shall not be treated as
confidential information and that either Party may disclose the terms and conditions of this
Agreement:
a.
b.
c.
d.

(vi)

as required by any court or other governmental body;

as otherwise required by law;
to legal counsel of the Parties;
in confidence, to accountants, banks, proposed investors or alliance partners, and
financing sources and their advisors;

Injunctive Relief: The Parties acknowledge that monetary damages may not be a sufficient
remedy for unauthorized disclosure of any confidential information / materials/ infringement
of intellectual property rights of any third party and that the Parties shall be entitled, without
waiving any other rights or remedies, to such injunctive or equitable relief as may be
deemed proper.

12. This Agreement shall be governed by the laws in India and courts in Delhi only shall have
exclusive jurisdiction over matters relating to or arising from this Agreement. All disputes,
difference and or claims arising out of or relating to or in connection with this Agreement or the
breach, termination or validity hereof shall be referred to sole arbitrator, to be appointed by
Paytm in accordance with the Arbitration and Conciliation Act 1996.The place of the arbitration
shall be New Delhi, India. The award given by the arbitrator shall be final and binding on both
the parties. The language of the arbitration proceedings and award shall be English.
13. This Agreement shall come into force on Effective Date and continue to exist unless either party
terminates by giving the other party 30 days written notice. However Paytm shall be entitled to

terminate this Agreement with immediate effect in case of any instruction received from
appropriate authority or upon breach of any terms and conditions, warranty of this Agreement by
Brand Owner.
14. Either Party may without any obligation or liability, terminate this Agreement, in the event of
material breach by other Party without being entitled for the loss of goodwill, anticipated profits,
business loss and any other claims or losses in respect of such termination and Parties hereby
waives any claim to receive any compensation as a consequence of the termination of this
Agreement.
15. The provisions of this Agreement shall, to the extent stated or necessarily implied, survive the
termination thereof.
16. Parties shall at its own expense return to other Party, promptly all information, documentation
and materials confidential together with any copies thereof or any other documents entrusted.
17. Termination of this Agreement for whatever cause shall be without prejudice to any rights or
obligations of either Party hereto in respect of this Agreement which have arisen / accrued prior
to such termination or expiration.
18. Subject always to The Limitation Act (laws of India), termination or expiration of this Agreement
for any reason (i) shall not relieve either Party of its obligations with respect to the provisions
related to Intellectual Property Rights and confidentiality, (ii) shall not relieve either Party of any
obligation which expressly or by implication survives termination (including but not limited to
Clauses relating to Indemnification, and Confidentiality), and (iii) except as otherwise provided in
any provision of this Agreement expressly limiting the liability of either Party, will not relieve
either Party of any obligations or liabilities for loss or damage to the other Party arising out of or
caused by acts or omissions of such Party prior to the effectiveness of such termination or
expiration. In addition to, and in no way limiting the foregoing, any other provisions that by their
content are intended to survive the performance, termination, expiration or cancellation of this
Agreement shall so survive.
19. Except as expressly permitted in writing by an authorized representative of a Party, neither Party
shall use the other Partys name or logo in any external communication or marketing materials.
IN WITNESS WHEREOF, Brand Owner and Paytm cause this agreement to be executed by their
duly authorized representatives as below:
One97 Communications Ltd.

Brand Owner

_________________________
Name:
Designation: Authorised Signatory

_________________________
Name:
Designation:

Annexure 1: Consideration
1. Brand Owner shall pay following fee to Paytm for operating
a Brand Store as following:
Activities

Features Included

Brand Store
Setup

Creation of Brand Store Page with

brand logo, description, banners &
features products
INR 500,000
(brand logo, description, banners &
features products will be provided
by Brand Owner)

Brand Store
Management
Fee

Promotion
Fee

(i)

(ii)

Fee

Silver Plan:
Updating creatives & products lists
Deals, Videos & Contests
Access to Sales Data

INR 15,000

Gold Plan: Silver Plan + Customer

Analytics

INR 30,000

Paytm on site properties

Offline promotions

TBD

Frequency

Onetime Fee

Recurring
monthly fee

TBD

2. Service tax or taxes of similar nature will be charged extra

over and above the fee payable.
3. Invoicing
For Setup fee as and when setup is complete, Paytm will raise invoice and
payment will be released by Brand Owner in fifteen days.
For Brand Store Management Fee and Promotion Fee: Paytm will raise monthly
invoice and the payment will be released by Brand Owner in fifteen days.