COMMENTATOR SERVICES AGREEMENT

THIS COMMENTATOR AGREEMENT (THIS AGREEMENT) is executed on ____ day of

_____________, 2020 (EXECUTION DATE) AND is effective from ____ day of
_____________, 2020 (EFFECTIVE DATE) BY AND BETWEEN,

___________, a Company registered in India under the Companies Act 2013, having its
registered office at ______________, bearing the CIN Number ______________,
represented by its director ____________, duly authorized by the Board of Directors,
hereinafter referred to as the “COMPANY” (which expression shall unless repugnant to the
context or meaning thereof include its successors, permitted assigns and representatives
etc.) of the FIRST PART;

And

______________son of________, aged about_________, residing at__________having PAN

No___________, hereinafter referred to as the “COMMENTATOR” (which expression shall
unless repugnant to the context or meaning thereof include its successors, permitted
assigns and representatives etc.) of the SECOND PART;

WHEREAS the COMPANY is in the business of curation, organization, production,

broadcasting and management of sporting events, tournaments, matches, leagues and all
other activities connected therewith and ancillary thereto

WHEREAS the COMPANY has sufficient experience and expertise in the relevant industry

WHEREAS the COMMENTATOR is a renowned personality in the (insert sports) fraternity

and otherwise possessed of sufficient knowledge and expertise in matters related to (insert
sports)

WHEREAS the COMPANY has decided to engage the COMMENTATOR for providing live
commentary at matches scheduled in the (insert tournament details), which shall take place
between (insert dates)

WHEREAS the COMMMENTATOR has agreed to provide the requisite services in terms of
the provisions of this agreement more fully and particularly stated hereunder

WHEREAS the COMPANY has agreed to remunerate the COMMENTATOR as provided

hereunder

WHEREAS the parties hereto have deemed it expedient to reduce into writing the terms and
conditions governing their relations inter se and are desirous of recording the said terms and
conditions to avoid any doubts, disputes and ambiguities in the construction thereof
NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS
HEREIN CONTAINED, AND INTENDING TO BE LEGALLY BOUND BY THIS AGREEMENT, IT IS
HEREBY AGREED BY AND BETWEEN THE PARTIES OF THE FIRST PART AND THE SECOND
PART THAT:

1. DEFINITIONS

In addition to the terms defined above and in various clauses in this agreement and in
addition to the terms defined in the General Clauses Act, 1897, as amended up to date, the
following definitions shall apply:

1.1 AGREEMENT shall mean this agreement including all schedules and annexure
hereto,and as may be amended from time to time in accordance with its terms;

1.2 MATCH shall be construed to include without any limitation means the Tournament
matches set out in Schedule _______, which may be amended by the COMPANY from time
to time.

1.3 SCHEDULE shall be construed to mean and include without limitation the schedule of
Matches set out at Schedule_______ (which may be amended from time to time) hereto.

1.4 VENUE shall be construed to mean and include without limitation means the premises
of any stadium, ground or place at which any Match is scheduled to be played and/or any
other stadium or ground that may be used for any training or practice facilities

1.5 TOURNAMENT shall be construed to mean _____________________

1.6 INTELLECTUAL PROPERTY/ IP means all ideas, trademarks, service marks,

registered/unregistered designs, copyright, copyrightable work, applications for any of the
forgoing and the right to apply for any of the foregoing in any part of the world and
proprietary confidential information (including without limitation know-how) and any
similar rights situated in any country in the world.

1.7 CONFIDENTIAL INFORMATION shall be construed to mean any and all aspects and
information of this agreement, the Tournament and/or the business and/or affairs of the
COMPANY and/or other stakeholders in the tournament which is or which comes into the
COMMENTATOR’s possession (except where such information is generally available to the
public).

2. WARRANTIES BY THE COMMENTATOR:

2.1. The COMMENTATOR in addition to the representations and warranties made in other
paragraphs of THIS AGREEMENT herein makes additional representations and warranties
under this clause 2 of THIS AGREEMENT.

2.2. The COMMMENTATOR has the capacity and the authority to enter into this agreement
and to perform all obligations under this agreement.
2.3.The COMMMENTATOR is compliant of all the laws, regulations and good industry
practices required to carry out his obligations under this agreement.

2.4 The COMMENTATOR shall ensure that he will not use words, phrases, references,
descriptions, analogies or express any other ideas that are vulgar, obscene, offensive, sexist,
racist or illegal and further ensure no part of his speech at any point of his allotted airtime
contains material that is likely to be unsuitable for or harmful to those under 18 years of age
or offensive to reasonable adults.

2.5 The COMMENTATOR shall not knowingly disclose any information that is subject to
trademark, copyright or other intellectual property restrictions

2.6 The COMMENTATOR warrants that it is agreed and understood that all material
provided by COMPANY to the COMMENTATOR, including but not limited to, business
names, logos, content, or any other form of intellectual property associated with the
COMPANY’s business is owned solely and exclusively owned by COMPANY.

2.7 The COMMENTATOR warrants that it is agreed and understood that all facilities
extended by the COMPANY under this agreement, including but not limited to privileged
access to content or information, travel and accommodation arrangements, shall be used
for the limited purpose for which such facilities are provided in terms of this agreement and
the COMPANY may terminate this agreement and/or take any other steps in accordance
with law on the unauthorised use of such facilities.

2.8 The COMMENTATOR warrants that it is agreed and understood that providing live
commentary services is a process of sharing expertise with and offering relevant insights
and descriptions to the audience while the match in relation to which such commentary is
being provided is underway. The COMMENTATOR shall make reasonable attempts to
identify and bring any content that in the opinion of the COMMENTATOR should be
broadcast on air in a manner that is consistent with the any relevant instructions which may
be provided to the COMMENTATOR the COMPANY in this regard and shall use his expertise
to mould such insights and information keeping in mind the estimated tastes and
preferences of the target audience for the said matches and the likelihood of reaching the
desired degree of outreach and engagement.

3. WARRANTIES BY THE COMPANY:

3.1. The COMPANY in addition to the representations and warranties made in other
paragraphs of THIS AGREEMENT herein makes additional representations and warranties
under this clause 3 of THIS AGREEMENT.

3.2. The COMPANY has the capacity and the authority to enter into this agreement and to
perform all obligations under this agreement. Further, the COMPANY has the required
rights, permits and licenses (or shall obtain the required rights, permits and licenses as may
be necessary as per applicable law) for any matter related to the performance of this
Agreement. The COMPANY is not prevented by any law to enter into this agreement and to
perform any obligations under this agreement.

3.3. The COMPANY is compliant with all the laws, regulations and good industry practices
required in connection with the organization of the (insert tournament details) .

3.4 The COMMENTATOR shall provide access to the venue where the matches for which the
COMMENTATOR is engaged are scheduled to be held and shall also provide access to all pre
and post match events necessitating the COMMENTATOR’s presence and services;

3.5 The COMPANY shall grant the COMMENTATOR permission to create new social media
accounts and profiles on any social media platforms as may be required pursuant to the
COMPANY’s marketing and promotional strategy in relation to the tournament and to
accept third party terms in order to set up those accounts;

3.6 The COMPANY warrants that it is agreed and understood that provision of live
commentary services and initiating a two-way conversation between the COMMENTATOR
and the public can have unintended consequences and that should this occur, the
COMPANY shall not hold the COMMENTATOR responsible for any damage and/or liability
that may arise as a result of actions taken by the COMMENTATOR in good faith pursuant to
his obligations under this agreement.

3.7. The COMPANY warrants that it is agreed and understood that live commentary is a
subjective service aimed at increasing the appeal of the matches scheduled in the (insert
tournament details) and increasing engagement with coverage thereof, and that while the
COMMENTATOR will duly create such appeal and engagement to the best of his ability, no
guarantees are made regarding the outreach of and engagement with such coverage.
Consequently the reservation or dissatisfaction, if any, of the COMPANY with such outreach
and engagement or the lack thereof shall not be construed or interpreted as being non-
delivery of the COMMENTATOR’s deliverables under any circumstances whatsoever.

3.8 The COMPANY warrants that it will keep the COMMENTATOR informed of additional
work that may be required or recommended and request the COMMENTATOR’s approval
for any additional work and associated expenses.

4. CONSIDERATION:

The following amounts will be payable by the COMPANY to the COMMENTATOR:

4.1: Rs. _______ (excluding GST) as _________ fee in consideration for the services
rendered in terms of Clause 5.1 to Clause 5.3 of this agreement, to be paid not later than
_________

4.2: Additional fees in consideration for the services enumerated under Clause 3.10 of this
agreement and expenses incurred pursuant thereto, subject to the prior authorization by
the COMMENTATOR in writing for the provision of the said services for an amount that is
mutually agreed on by the COMMENTATOR and the COMPANY and upon recording of such
agreement in writing.

5. OBLIGATIONS OF THE COMMENTATOR:

5.1. SERVICES: Subject to the terms and conditions of this Agreement, the commentator
shall render all services as are required by Company hereunder and all services as are
customarily rendered by commentators in the sports broadcasting industry, as, when and
where reasonably required by Company, and shall comply with all directions, requests, rules
and regulations of Company in connection therewith, whether or not the same involve
matters of taste or judgment.

5.2 SERVICES EXCLUSIVE: COMMENTATOR shall render services solely and exclusively to the
COMPANY throughout the term hereof

5.3 NAME AND LIKENESS: COMMENTATOR hereby grants to COMPANY the right to use
COMMENTATOR 's name, voice, likeness and/or biography in connection with the
production, broadcast, exhibition, advertising and other exploitation of the tournament and
all subsidiary and ancillary rights therein, in any and all media, including, without limitation,
merchandising and commercial tie-ups; provided, however, that in no event shall
COMMENTATOR be depicted as using or endorsing any product, commodity or service
without his prior written consent.

5.4 PROMOTIONAL SERVICES. Subject to COMMENTATOR 's professional availability,

COMMENTATOR shall render all services as, when and where reasonably required by the
COMPANY in connection with publicity and promotion of the tournament, it’s coverage and
all programs connected therewith and ancillary thereto, including, without limitation, press
conferences, interviews, highlights packages, post-match analysis and panel discussions. 

6. OBLIGATIONS OF THE COMPANY:

6.1 The COMPANY is aware and realizes that time is the essence of this Agreement and
therefore make regular payments to the COMMENTATOR in terms of its obligations under
Clause 4 of this agreement.

6.32 The COMPANY shall provide the COMMENTATOR with any relevant content that may
be in its possession to use at the appropriate time, including without limitation mentions of
sponsors, partners or associates during live commentary in terms of any contractual
obligations on the COMPANY that may exist in this regard and/or in terms of industry
practice. The COMPANY shall ensure to the best of its abilities that such content is provided
to the COMMENTATOR with adequate time to make necessary changes, modifications or
adaptations thereto, keeping in mind the schedule in terms of which such content is to be
used.
6.3 COMPANY shall promptly make available any and all documents licenses permissions
data in connection with the tournament as may be required by the COMMENTATOR, its
agents or persons engaged by it in performance of this Agreement with regard to any
investigation, compliance or for defending any action, claim or litigation or for the purpose
of due diligence, compliance and fulfillment of any procedure established by law for the
time being in force in India or any other jurisdiction.

6.4. The COMPANY will reimburse the COMMENTATOR for any clerical, travel, compliance
and miscellaneous expenses incurred on behalf of the COMMENTATOR for any reason
connected with the performance of this agreement.

7. CODE OF CONDUCT:

7.1. The PARTIES shall be committed to work in a manner as to create and preserve the
goodwill, reputation and brand value of each other. The parties shall use their best
endeavor to ensure that the goodwill, reputation and brand value of the other party is not
adversely affected because of any of their action or inaction.

7.2. The PARTIES shall provide each other with a list of persons representing the said parties,
along with their contact details, to be communicated with for any purpose in relation to this
Agreement.

7.3. The Parties shall immediately communicate and clarify any doubt, discrepancy or
confusion with regard to any rights and obligations arising out of this Agreement.

7.4. The Parties shall immediately inform the other party of any feedback or concerns or of
any issues that they may have in relation to any aspect in relation to the performance of the
terms of this agreement and shall take necessary actions for reasonable resolution of such
concerns or issues at the earliest possible instance.

7.5. Each party shall promptly inform the other party of any complaint, legal proceedings,
legal vulnerability etc. against the said party so as to limit any liabilities of the other party.

7.6. The parties shall not make any representations, warranties or promises to any third
person on behalf of the other party. In case any party makes any representations,
warranties or promises on behalf of the other party without any specific written
authorization to that effect from the said other party, the said party making such
representations, warranties or promises shall be solely and completely liable for such
representations, warranties and promises and shall fulfill such warranties and promises at
its own cost in order to preserve the goodwill, reputation and brand value of the said other
party.

8. OWNERSHIP OF RIGHTS:

8.1. All the intellectual property rights created by and vesting in the COMMENTATOR during
the course of providing the services under this Agreement shall become the sole and
exclusive property of the COMPANY, and shall to the extent permitted by law be a “work
made for hire” within the definition of Section 17 of the Copyright Act 1957 provided
however, that the COMMENTATOR’s fees are paid in full.

8.2. To the extent any intellectual property rights created in terms of this agreement is not
deemed to be a work made for hire within the definition of the Copyright Act, the
COMMENTATOR hereby agrees to assign to the COMPANY all rights to such content,
provided however, that the COMPANY’s fees are paid in full.

8.3. The COMMENTATOR shall make no claims on the said content after the performance of
his obligations under Clause 5 of this agreement and other processes ancillary thereto and
connected therewith and this agreement shall be construed to waive the COMMENTATOR’s
claims of the nature described hereinabove or any other claim in connection with the
intellectual property rights over the said content arising out of any applicable law or
practice.

8.4 DROIT MORAL: The COMMENTATOR hereby waives the benefits of any provision of law
known as “droit moral” or any similar law, including without exception the provisions of
Section 57 of the Copyright Act 1957 which he may have in any country of the world and the
COMMENTATOR agrees that he will not institute, support, maintain, authorize or consent to
any action or lawsuit on the ground that any version of the broadcast or ancillary programs
produced or exhibited by the COMPANY, its assignees or licensees, in any way constitutes
an infringement of COMMENTATOR’s “droit moral” or contains unauthorized variations,
alterations, modifications, changes or translations, and the COMMENTATOR hereby
indemnifies and holds the COMPANY harmless from and against any claim, action,
proceeding or demand brought, maintained, prosecuted or made on any such ground by
him, or any other person (if the same be brought, made, prosecuted or maintained with his
consent or permission), and from and against any and all loss, cost or expense incurred by
the COMPANY, its successors, licensees and assigns in connection therewith, including, but
not limited to, attorneys’ fees and costs whether or not litigation is commenced.

9. CONFIDENTIALITY AND NON-DISCLOSURE:

9.1. The COMMENTATOR shall not provide any information in connection with the
tournament which has been expressly declared confidential vide this agreement or
otherwise and/or any information which after a reasonable attempt to determine its nature
would appear to be confidential to a reasonable person to any third parties without
concurrence of the COMPANY.

The parties may disclose certain Confidential Information to each other in order to perform
their obligations under this Agreement. The Parties shall not use any Confidential
Information for any purposes or activities other than those specifically authorized in this
Agreement, and shall not disclose any Confidential Information to third parties without the
other party’s prior written approval.
9.2. The foregoing use and disclosure restrictions with respect to Confidential Information
shall apply during the Term and after the Termination Date of this Agreement.

9.3. The foregoing provisions shall not apply, or shall cease to apply, to Confidential
Information if such information: (i) is known to the third party at the time of disclosure to
such third party as evidenced by written records; (ii) becomes public knowledge without a
breach of confidence by any party or any third party; or (iii) is required to be disclosed
pursuant to any statutory or regulatory provision or court order (provided that parties shall
promptly and immediately notify the other party of such required disclosure). The Parties
shall have the burden of establishing any of the foregoing exceptions by clear and
convincing evidence.

9.4. The parties shall to their best endeavor ensure that their employees, associates,
consultants who have authorized access to such information shall keep it confidential and in
secrecy.

9.5. The parties further undertake that they shall take all reasonable precautions to protect
the confidential information and neither the parties nor their employees who have access to
the confidential information shall use, produce, copy, translate, sell, distribute in whole or
any part or summation of the confidential information except to the extent necessary for
performance of their obligations pursuant to this agreement.

9.6. The parties or their employees and/or associate claiming under, or through the said
parties shall not copy, reproduce, publish, sell and/ or distribute in whole or in any part or
summation of such Proprietary/Confidential information without prior written permission of
the other party.

9.7. The Parties agree that all previous confidentiality or non-disclosure shall also remain in
force in addition to the terms of confidentiality provided and agreed upon in this
agreement. Such previous confidentiality or non-disclosure agreement shall be construed to
be a part of this agreement.

10. DISCHARGE OF AGREEMENT/ FAILURE TO DISCHARGE/ TERM AND TERMINATION:

10.1. The Term of this agreement shall commence on the Effective Date and shall conclude
upon the completion of the tournament, unless extended by the parties by mutual
agreement recorded in writing or terminated in accordance with the clauses hereinafter .

10.3. The PARTIES may terminate this agreement with a written notice of 15 days in the
event of a breach/violation of the any of the terms, conditions and obligations by the OTHER
PARTY after giving the OTHER PARTY an opportunity to rectify the said breach/violation
within a period of 30 days prior to the said termination notice.

10.4. Either party ( TERMINATING PARTY) may terminate this agreement on the happening
of any one or more of the following events without any notice to the OTHER PARTY:
10.5. Expiry or termination howsoever occasioned shall be without prejudice to the
payments, rights and obligations already incurred prior to the date of such expiry or
termination and the accounts between the parties shall be settled accordingly.

10.6. All Definition, Confidentiality, Non- Disclosure, Dispute Resolution and Post
Termination or Post Expiry Liability and Obligation clauses shall survive the termination or
the expiry of this agreement.

11. STATUS AND TAX LIABILITIES:

The PARTIES shall be responsible for their own taxes. Both the Parties shall pay all their
respective direct and indirect taxes including income tax and related taxes that they shall be
liable to under the applicable laws and neither PARTY shall not be liable to pay any taxes on
the behalf of the OTHER PARTY.

12. INDEMNIFICATION:

12.1 Each PARTY agrees to indemnify and hold harmless the OTHER PARTY against any and
all claims, actions, or demands, including without limitation reasonable attorney and
accounting fees, arising out of any misrepresentation or from breach of any warranties or
obligations contained in this agreement.

12.2 The COMPANY agrees to indemnify and hold harmless the COMMENTATOR for any and
all loss, claims, actions or demands including without limitation reasonable attorney and
accounting fees arising out of any violation of any intellectual or proprietary rights of any
third party by the SERVICEPROVIDER, provided that such violation has occurred on account
of failure to exercise due diligence or a reasonable standard of care in this regard by the
COMPANY or its employees.

12.3. The COMMENTATOR agrees to indemnify and hold harmless the COMPANY for any
and all loss, claims, actions or demands including without limitation reasonable attorney and
accounting fees arising out of any breach of any downstream contracts which may be
entered into by the COMPANY arising out of any action or inaction by the COMMENTATOR
including delay in receipt of payment provided that such downstream contracts are entered
into by the COMPANY in order to fulfil its obligations under this agreement.

13. DISPUTE RESOLUTION:

13.1. In the case of any disagreement or dispute arising out of or under this AGREEMENT the
parties shall make their best efforts to come to an amicable solution. In case any mediation
is required the same will be done at Kolkata.

13.2. In case the parties fail to reach an amicable solution even after 15 days of initiation of
mediation, the dispute shall be referred to arbitration by a single/sole arbitrator, the venue
of such arbitration shall be at Kolkata and the arbitration proceedings shall take place under
the Arbitration and Conciliation Act, 1996 as amended up-to-date. The Decision of the
Arbitrator shall be binding on the Parties.

13.3. The parties shall have the right to approach the courts within the specified jurisdiction
of Kolkata and obtain interim injunctions pending the decision by the arbitrator.

13.4. The parties shall also have the right to approach the court within the specified
jurisdiction of Kolkata in case there is a violation of the Confidentiality clause to this
AGREEMENT even after the discharge of this AGREEMENT.

13.5. The COMMENTATOR agrees that the place for any and all services provided to the
COMMENTATOR by the COMPANY under this agreement is Kolkata (West Bengal), India.

14. NO AGENCY:

14.1 The relationship between the parties shall be that of COMPANY and service receiver
and not that of principle and agent. The transactions shall be on principle-to-principle basis
not withstanding anything to the contrary that may be contained in this agreement or any
correspondence or letters between the parties hereto. Accordingly, the PARTIES shall at no
point hold themselves out as an agent of the OTHER PARTY and shall not be responsible for
any act or omission or commission on the part of the OTHER PARTY.

14.2 The parties understand and agree that nothing contained herein shall be construed to:
(i) give either party the power to direct and control the day-to-day activities of the other, (ii)
constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a
joint or common undertaking, or (iii) allow the PARTIES to create or assume any obligation
on behalf of the OTHER PARTY.

15. FORCE MAJEURE:

Neither of the parties shall be held responsible for non-fulfillment of their respective
obligations under this agreement due to the exigency of one or more of the force majeure
events such as but not limited to acts of God, War, Flood, Earthquakes, Strikes, Lockouts,
Epidemics, Pandemics, Diseases, Riots, Civil Commotions, Travel Restrictions etc., provided
on the occurrence and cessation of any such event the party affected thereby shall give a
notice in writing to the other parties within ten days of such occurrence or cessation. If the
force majeure conditions continue beyond six months, the parties shall mutually decide
about the future course of action.

16. WHOLE AGREEMENT:

This agreement (including any attached exhibits and annexures hereto) along with the
Terms and Conditions of the of this Agreement along with the Privacy Authority, Non-
Disclosure terms/forms shall constitute the Whole Agreement and THIS AGREEMENT
supersedes all previous communications, representations, assurances or agreement either
written or oral between the parties hereto or between the PARTIES.
17. COUNTERPARTS:

This Agreement may be executed in any number of counterparts, each of which will be
deemed to be an original, and all of which together will constitute one instrument.

18. GOVERNING/APPLICABLE LAW AND JURISDICTION:

18.1 The proper law of the contract for this agreement and for any dispute arising out of this
agreement shall be Indian Laws. This Agreement shall be governed by and construed in
accordance with the laws of India, notwithstanding the conflict of laws principle.

17. AMENDMENTS:

Any amendments, modifications, supplements, or other changes to this Agreement must be

in writing and signed by duly authorized representatives of each party.

18. PRIVACY AUTHORITY:

The PARTIES irrevocably authorizes the OTHER PARTY, its employees and agents to make
such inquiries as it deems necessary to investigate the credit worthiness or other
information requirements of the OTHER PARTY from time to time including the making of
inquiries of persons that are trade references, the bankers of the OTHER PARTY or any other
credit providers (collectively the “Information Sources”) and the PARTIES hereby authorizes
the Information Sources to disclose to the OTHER PARTY such information concerning the
SAID PARTY.

19. ASSIGNMENT:

The PARTIES may not assign, delegate or otherwise transfer any right or obligation under
this Agreement whether by agreement, operation of law, or otherwise, without the express
prior written consent of the OTHER PARTY. Any purported assignment, delegation, or
transfer in violation of the previous sentence will be null and void. Subject to the foregoing,
this Agreement in its entirety will bind each party and its permitted successors and assigns.

20. CONSTRUCTION:

Clause headings are provided solely for reference purposes and in no way define, limit,
interpret, or describe the scope or extent of such clause or in any way affect this
Agreement. When used in this Agreement, the term “including” means “including without
limitation” unless expressly stated to the contrary.
21. SEVERABILITY:

If any provision of this Agreement is held to be invalid or unenforceable for any reason for a
court of competent jurisdiction, the remaining provisions will continue in full force without
being impaired or invalidated in any way.

22. NO WAIVER:

The failure of the PARTIES to insist upon strict performance of any provision of this
Agreement, or to exercise any right provided for herein, shall not be deemed to be a waiver
for the future of such provision or right or shall prevent the PARTIES to exercise any right
provided for herein thereafter at any point while the subsistence of this agreement. Further
no waiver by the PARTIES of any provision or right shall affect the right of the SAID PARTY to
enforce any other provision or right herein.

23. NOTICES:

Any notices given under this AGREEMENT shall be considered served if in writing sent to the
address of the recipient party as set out below:

COMPANY , represented by___________

COMMENTATOR, represented by________________

.