SERVICE AGREEMENT

This Service Agreement ("Agreement") is made and entered into on this 21st day of July 2024,
by and between:, 21 July 2024 to 21 July 2026.

Aayush Singhania, an individual service provider and SEO strategist having his principal place
of business at 213, Lukerganj, PRAYAGRAJ, Uttar pradesh, 211001 (hereinafter referred to
as "Service Provider"),

AND

Saurabh Sharma, an individual content creator, residing at 134/10, BENIGANJ, G T B Nagar,

Recitals

WHEREAS, the Client is a vlogger and operates the YouTube channel “Prayagrajkesharmaji”
(hereinafter referred to as "Channel");

WHEREAS, the Service Provider is in the business of providing digital marketing and;

WHEREAS, the Client desires to engage the Service Provider to provide certain services with
respect to the Channel, and the Service Provider is willing to provide such services under the
terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties
hereto agree as follows:

1. Services
1.1 The Service Provider agrees to provide the following services ("Services") for the
Channel:
● Regular uploading of videos
● Video editing
● Managing comments and community posts
● Optimising video titles, descriptions, and tags for SEO
● Creating and updating thumbnails
● Monitoring channel analytics and providing monthly reports
● Providing consultancy, developing strategies and delivering appropriate services
to boost revenue from the social media channel (e.g., YouTube) in consideration

1.2 The Services shall be performed in accordance with the specifications and schedules
agreed upon by the parties.

2. Term
2.1 This Agreement shall commence on 21st July 2024 and shall continue till 21st July
2026, unless terminated earlier in accordance with the provisions of this Agreement.
3. Compensation
3.1 In consideration for the Services provided, the Client agrees to pay the Service
Provider a fee as provided in the schedule attached in Annexure 1 to this contract, per
month, payable on the first day of each month. Unless explicitly waived off, a delay in
 payment would attract an interest @12% per annum compounded monthly.
3.2 Any additional services not specified in this Agreement shall be subject to a separate
fee, to be agreed upon in writing by the parties.
3.3 The Service Provider will charge a 50% fee on the total revenue withdrawn by the
client as evidenced by the channel analytics. A report of monthly earnings shall be
attached by the Service Provider along with the bill to the client.
3.4 As evident by Annexure 1 to this contract, the Service Provider has waived the
service charge from 1st July 2024 to 21st August 2024. To compensate for the efforts
during this period.

3.5 In case the earnings are reversed by the platform owner (e.g., YouTube) due to any reason,
the fees paid by the Client to the Service Provider shall not be refunded.
3.6 The total investment (Rs 90,000) shall be made by the Client as per the below schedule:

● Rs 30,000 - Project beginning (2nd July 2024) Paid by upi.

3.7 The clause promotes a sense of partnership and shared responsibility by ensuring both the
Service Provider and the Client equally share any financial burden resulting from issues that
arise, fostering a spirit of cooperation and mutual support. The provision for monthly
installments of 5-10 thousand makes the financial burden more manageable, allowing both
parties to spread the costs over time rather than facing a lump-sum payment, which can help
maintain cash flow stability.

3.8 Accountability and Transparency The clause establishes clear accountability for faults
originating from the client’s side, reinforcing the idea that each party is responsible for their own
actions and ensuring that the service provider is not unfairly penalized for issues beyond their
control.

3.9 By outlining the financial responsibilities in the event of an issue, the clause promotes
transparency and clarity, reducing potential disputes and misunderstandings between the
parties.

4. Termination
4.1 The Client may terminate this Agreement at any time, with or without cause, by
giving ninety-one (91) days' written notice to the Service Provider. The Service Provider
may terminate the service agreement at any time by giving three (25) days’ of written
notice.
4.2 Upon termination, the Service Provider shall be entitled to payment for Services
rendered up to the effective date of termination.
4.3 Upon breach of the termination clause by the Client without any relevant reason, the
Service Provider shall be entitled to Liquidated Damages at the rate of Rs. 35,000
(Rupees Thirty-five Thousand Only) per month for a period of three months plus any
expenses incurred upon presentation of receipt. In case of the LD amount payment
getting delayed beyond 7 days, the same shall attract an interest on the outstanding
amount @18% per annum compounded monthly.
5. Confidentiality
5.1 The Service Provider agrees to keep confidential any information concerning the
business, finances, or operations of the Client that it may obtain during the course of
providing the Services.
 6. Intellectual Property
6.1 All materials, content, and work products created by the Service Provider in the
course of providing the Services shall be the property of the Client.
6.2 The Service Provider agrees to transfer all rights, title, and interest in such materials,
content, and work products to the Client upon payment of all fees due under this
Agreement.
7. Access Control and Privileges
7.1 The Client shall ensure all the necessary channel accesses and privileges are
provided to the Service Provider for the effective delivery of services.
7.2 The Service Provider shall exercise caution while utilizing the privileges given by the
Client and use them in good faith.
7.3 The Service Provider shall do necessary due diligence while extending the access
privileges to their employees/third parties and ensure that it is used ONLY for intended
purposes.
8. Indemnification
8.1 The Client agrees to indemnify and hold harmless the Service Provider from and
against any and all claims, liabilities, damages, and expenses arising out of or in
connection with the Client's use of the Services.
8.2 Any delay in payment by the Client might attract loss of work and eventually result in
loss of revenue. The Client shall bear the entire responsibility of the losses arising out of
such delays and disputes.
9. Governing Law
9.1 This Agreement shall be governed by and construed in accordance with the laws of
The Republic of India.
10. Entire Agreement

10.1 This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior agreements, understandings, and negotiations,
both written and oral, between the parties with respect to such subject matter.

11. Amendments

11.1 This Agreement may be amended only by a written agreement signed by both parties.

12. Notices

12.1 Any notice required or permitted to be given under this Agreement shall be in writing or
over registered email and shall be deemed to have been duly given when delivered personally
or sent by certified or registered mail, return receipt requested, addressed to the parties at their
respective addresses set forth above.

13. Additional Terms

13.1 Client Accountability for Intellectual Property Matters The Service Provider bears no
responsibility for any claims or issues arising from intellectual property rights or content
infringement related to the Channel. The Client is exclusively accountable for ensuring
compliance with YouTube’s regulations and intellectual property laws. In case of disputes or
breaches, the Client agrees to protect and defend the Service Provider from any associated
claims or damages.
13.2 Service Provider Pledges and Constraints The Service Provider promises that the Channel
will achieve a minimum of 15,000 views by 1st August 2024, which is vital for Channel
development. However, earnings are subject to YouTube’s regulations and cannot be precisely
forecasted by either party, as detailed in Annexure 1. The Client acknowledges that any
variations in expected revenue are not the Service Provider’s responsibility.

13.3 Service Provider Obligations The Service Provider is committed to two key tasks: (1)
channel monetization and (2) starting revenue generation. The Service Provider also
guarantees monthly revenue from YouTube. No additional assurances or projections are
provided beyond those stated in Annexure 1. Any other services or results desired by the Client
must be negotiated and documented separately.

13.4 Channel Issues Due to Client Actions If YouTube suspends, removes, or restricts the
Client’s channel due to violations or other issues caused by the Client’s actions or negligence,
the Service Provider will not be liable for any refunds or payments. The Service Provider
reserves the right to terminate services immediately, as the Client is solely responsible for such
breaches. The Client understands that any service interruptions due to their actions relieve the
Service Provider of further obligations and liabilities.

13.5 Payment and Legal Claims Except in cases where the Service Provider directly breaches
the contract, neither the Client nor the Service Provider can demand further payments or initiate
legal actions against the other. This clause is designed to shield the Service Provider from
unwarranted financial demands and legal disputes, ensuring that all responsibilities and
liabilities are clearly outlined and followed.

13.6 Safeguarding Against Unjustified Claims By barring either party from seeking additional
payments or legal actions without a breach, this clause protects the Service Provider from
unnecessary legal and financial disputes, maintaining a stable business relationship. The Client
agrees not to pursue claims or demands beyond this agreement’s scope, thus preventing
disruption to the Service Provider’s operations from baseless legal actions.

13.7 Initial Channel Condition and Service Fees Prior to commencing services, the Client’s
channel must have the following metrics: fewer than 400 subscribers, less than 1,000 watch
hours, no revenue, and no monetization. The Service Provider’s role is to achieve specific
milestones, such as 1,000+ subscribers and 4,000+ watch hours, and initiate revenue
generation as described in Annexure 1. Fees and terms for achieving these milestones are
outlined in Annexure 1. The Client acknowledges that the achievement of these metrics
depends on the Service Provider’s efforts, and delays or deviations are not grounds for refunds
or additional claims.

13.8 Initial Channel Status and Service Provider Objectives The Client acknowledges and
agrees that the channel’s status before engaging the Service Provider was: fewer than 400
subscribers, less than 1,000 watch hours, no revenue, and not monetized. These initial metrics
are the baseline for assessing the improvements achieved by the Service Provider. The Service
Provider commits to specific improvements, as detailed in Annexure 1, including: Increasing
Subscribers: A minimum increase of 1,000 new subscribers. Enhancing Watch Time: Watch
time to exceed 4,000 hours.

13.9 Monetization and Revenue Generation: The Service Provider will facilitate the monetization
of the channel and initiate revenue generation, as detailed in Annexure 1. The exact revenue
outcomes depend on YouTube’s policies and ad performance but are targeted to exceed the
baseline of zero revenue.
 Annexure 1
Service
Expected Retained Provider Fee Reinvestm
Sl # Date Period Investment Revenue by Client Fee description ent
1 2-Jul-2024 INR 30000
1 Jul 2024
to 21 Jul Service Fee
2 2024 0 0 0 Waived 0
3 2-Aug-2024 INR 30000
22 Jul 2024
to 21 Aug Service Fee
4 2024 0 0 0 Waived 0
5 2-Sep-2024 INR 30000
22 Sept 50% fee on
2024 to 21 revenue
6 Oct 2024 $455 $150 $150 withdrawn $155
22 Oct 2024 50% fee on
to 21 Nov revenue
7 2024 $642 $227 $227 withdrawn $188
22 Nov 50% fee on
2024 to 21 revenue
8 Dec 2025 $889 $344 $344 withdrawn $201