Print on Rs. 100/- stamp paper.

SERVICE AGREEMENT
This SERVICE AGREEMENT (Agreement) is entered into on this the _____ day of
_____, 2015 by and between Myntra Designs Private Limited incorporated under the
laws of India and having its business office at AKR Teck Park, C Block, 3rd Floor, 7th Mile,
Krishna Reddy Industrial Area, Kudlu Gate, Bangalore 560068 India, hereinafter
referred to as MYNTRA which term means and includes its affiliates, group companies,
successors and assigns;
AND

___________________, a _______________ firm under the laws of India, holding

PAN
_______________________
and
having
its
registered
office
at
_____________________________, hereinafter referred to as Vendor which term
means and includes its successors and assigns.
MYNTRA and Vendor shall be collectively referred to as Parties and individually as
Party.
WHEREAS, the parties have agreed that MYNTRA will provide photo shoot services to
Vendor for shooting products (Products) sold under brand name _________, owned
directly or indirectly by the Vendor (Services).
It is therefore agreed:
1) Vendor shall provide MYNTRA with the Products for the photo shoot and the transit
cost (cost incurred in delivery to and picking from MYNTRA warehouse) shall also be
borne by Vendor. The Products used for the photo shoot shall be returned to the
Vendor. MYNTRA will not be held liable for damage/ loss of Products during the
shoot.
2) Vendor agrees that the shoot of the Products shall be conducted as per the
parameters set by MYNTRA.
3) All photos, images, creative and intellectual property rights related to and developed
during the course of the photo shoot by MYNTRA shall be the property of Vendor.
4) In consideration of performing its responsibilities under the terms of this Agreement,
Vendor shall pay MYNTRA as per the rate card attached under Exhibit A, which shall
be paid within seven (07) working days from date of invoice. Payments will be made
by cheque in the name of Myntra Designs Private Limited. The invoices issued by the
MYNTRA shall be treated as final and confirmed. The parties hereby agree that the
images developed by MYNTRA shall be only delivered to the Vendor, provided the
payment for the same has been credited into MYNTRAs account. Cheque should be
couriered to :- Bharat Agarwal, AKR Teck Park, C Block, 3rd Floor, 7th Mile, Krishna
Reddy Industrial Area, Kudlu Gate, Bangalore 560068 India
5) The net fees (as mentioned under clause. 4) for the Vendor is an all-inclusive cost
which includes pre-production, production, post production, photographer fees,
director fees, hair/ makeup artist, model's entourage costs. Vendor shall deduct
withholding tax at rates and according to the rules and procedures as applicable in
India.
6) MYNTRA will monitor the final results on a factory calibrated monitors in order to
check colors and image quality, brightness contrast, levels etc.
7) This Agreement shall be deemed to come into effect on ________, 2015, till further
notice from either parties (hereinafter referred to as the Term).
8) Notwithstanding anything to the contrary in this Agreement, all photographs and the
materials shall be the sole and exclusive copyrighted property of Vendor.
9) Either party may terminate this Agreement by serving a prior written notice of seven
days, or the termination shall take effect from end of the 7th day. Provided that,
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Print on Rs. 100/- stamp paper.

MYNTRA may terminate or suspend this Agreement with immediate effect, without
any monetary or other liability, in the event of any breach or likely breach of this
Agreement, and/or in the event of becoming aware of any change in circumstances
that may affect MYNTRAs goodwill or reputation. No dues certificate needs to be
obtained from MYNTRA before termination or expiry of this Agreement.
10)The Vendor hereby indemnifies and hold harmless MYNTRA, its officers, employees,
affiliates and agents from and against any losses, expenses, damages or costs arising
out of any act or omission attributable to the Vendor, including claims, demands and
actions from third party(s) or any noncompliance of statutory obligations and/or nonperformance of any of the terms and conditions of this Agreement. The Vendor will
ensure that statutory benefits, where applicable will be administered as per law and
at regular intervals provide a compiled report to MYNTRA. Further, MYNTRA shall not
be held responsible for any noncompliance of statutory obligations on part of the
Vendor.
11)Any waiver, addition, modification or amendment of any provision of this Agreement
will be effective only if in writing and signed by the parties hereto.
12)Both Parties shall maintain absolute confidentiality and secrecy as regards the terms
and conditions of this Agreement and shall treat any information revealed to each
other in furtherance of this Agreement as completely confidential and further ensure
that if the information is required to be revealed to any third party it shall be done
only on a need to know basis after first obtaining prior written consent to reveal such
information.
13)Unless otherwise specified under this Agreement, all communications between the
parties must be in writing sent either by registered mail using only the references
cited herein. The parties can use electronic communication mode in the alternative,
using the official e-mail IDs of respective officers of the Parties.
14)The Parties shall not assign its rights or obligations under this Agreement to any
person or entity whatsoever except with the prior written consent of the other Party.
15)This Agreement and any questions, claims, disputes or litigation concerning or arising
from this Agreement shall be governed by the laws of India. The courts in Bangalore
shall have the exclusive jurisdiction.
16)This Agreement, together with the Exhibits, constitutes the complete and exclusive
understanding and agreement of the parties with respect to the subject matter
hereof and supersedes all prior understandings and agreements, whether written or
oral, with respect to the subject matter hereof.
Wherefore the parties acknowledge that they have read and understood this
Agreement and voluntarily accept the duties and obligations set forth herein.
For MYNTRA DESIGNS PRIVATE
LIMITED

For _____________________________

Name ___________________
Designation:___________________

Name ___________________
Designation:___________________

Signature:

Signature:

Date:
_______________________________

Date:
_____________________________________

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Print on Rs. 100/- stamp paper.

Exhibit A
Rate Card for the Services:

Categories
Apparel (except Sari) shot on Model
Apparel - Sari
Apparel - Lingerie shot on Model
Products with > 5 angles & Lingerie on Mannequin (Ex:
Footwear, Bags)
Products with < 4 angles (Ex: Personal care, Jewellery)

Still Photo-shoot
Cost/Style
630
800
1050
210
200

*Rate are in INR and are inclusive of applicable taxes

**Additional INR 700 per style would be charged for a ramp walk video clip
(approximately 15 sec) shoot if requested by seller in advance.
For MYNTRA DESIGNS PRIVATE
LIMITED

For _____________________________

Name ___________________
Designation:___________________

Name ___________________
Designation:___________________

Signature:

Signature:

Date:
_______________________________

Date:
_____________________________________

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