INTELLECTUAL PROPERTY LICENSE AGREEMENT

THIS INSTRUMENT IS GOVERNED UNDER

TRADEMARK ACT, 1999
DATED: 01-12-2023

BETWEEN

KRISHNA MURTHY

And

THE YUM YUM SPOT

 INTELLECTUAL PROPERTY LICENSEE AGREEMENT
THIS INTELLECTUAL PROPERTY LICENSEE AGREEMENT
(“AGREEMENT”) is
made on this 01 December, 2023 ("Effective Date") at Ghaziabad, Uttar Pradesh.
st

BY AND BETWEEN
THE YUM YUM SPOT Through its Partner Ram Kishan Yadva S/o Ravi Kishan
Yadav and Shyam Murali S/o Ghanshyam Murali registered office at Plot 42, Raj
Nagar Extension, Ghaziabad, Uttar Pradesh 210011 (hereinafter referred to as the
“Licensor” which expression shall unless excluded by or repugnant to the subject or
context be deemed to include its successors-in-interest and permitted assigns)
AND
KRISHNA MURTHY S/o Ravi Shankar Murthy PAN ID: DAC7811CC, A-102,
Gokul, Nand gram Road, Ghaziabad, Uttar Pradesh (201003) (hereinafter referred to
as the “Licensee” which expression shall unless excluded by or repugnant to the
subject or context be deemed to include its successors-in-interest and permitted
assigns)
(The Licensor and the Licensee shall hereinafter individually referred to as “Party”
and collectively as “Parties”)

WHEREAS:

• the Licensor owns all right, title, and interest in and to a certain object of
intellectual property (“IP”);

• Licensor is willing to grant a License in and to said IP;

• Licensee wishes to use the said IP for the Purpose mentioned under this
Agreement.

NOW, THEREFORE, the Parties seek to enter into this Agreement to confirm and
record the terms and conditions on which the Licensor shall provide the License to the
Licensee and other agreements in connection therewith.

• DEFINITIONS AND INTERPRETATION

• “Agreement” means this Intellectual Property License Agreement

• “Agreement Date” means the date marked at the beginning of this document
•

• “Applicable Law” shall include all applicable (i) statutes, enactments, acts of
legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing
agreements, notifications, guidelines or policies of any jurisdiction, and (ii)
judicial quasi-judicial and/or administrative decisions, interpretations, directions,
directives, licenses, permits, judgments, writs, injunctions, arbitral awards,
decrees, orders, terms and conditions of govemmental or regulatory approvals or
agreements with any governmental or rulatory authority

• “Business Day” means a day that is not a Saturday, Sunday, public holiday or
bank holiday in India or in the state where the office of either Party is located.

• “Commencement Date” means 15th December, 2023.

• “Derivative IPs” means works that are an adaptation of the IP that reproduce a
substantial part of the IP or combine the IP with other pre-existing work.
“Governmental Authority” means any government authority, statutory authority,
government department, agency, commission, board, tribunal or court or other
law, rule or regulation-making entity having or purporting to have jurisdiction on
behalf of India or any state or other subdivision thereof or any municipality,
district or other subdivision thereof.

• “GST” means Goods and services tax under the Goods and Services Tax Act,
2017.

• “IP” means Intellectual Property as prescribed under this Agreement.

• “Intellectual Property Rights/IPR” means, in relations to the IP, or any part,

summary or derivation of the IP, all present and all future right title and interest in
or to any confidential information, logos, brand names, business names, trade
names, domain names, registered designs, unregistered designs, copyrights,
patents, service marks, business know-how, inventions, computer programs,
business systems or other related information.

• “License” has the meaning as defined under the clause “Grant of License”.

• “Term” means the period during which the Licensor has provided/shall provide
License in terms of this Agreement which shall be the period as specified in
Clause on (Term and Termination) of this Agreement.

• INTERPRETATION

• The headings in this Agreement are inserted for convenience only and shall be
ignored in construing this Agreement.

• Unless the context otherwise requires, in this Agreement:

• words using the singular or plural number also include the plural or singular
number, respectively;

• words denoting any gender shall include all genders,

• the words “written” and “in writing” include any means of visible reproduction;

• the terms “hereof”, “herein”, “hereto” and similar words refer to this entire
Agreement and not any particular Clause, or any other subdivision of this
Agreement;

• the words “include” or “including” shall be deemed to be followed by “without

limitation” or “but not limited” to whether or not bey are followed by such
phrases or words of like import;

• references to “Clause” or any other agreement or document in this Agreement

shall be construed as references to the Clauses of this Agreement, or such other
agreement or document, as may be amended, modified or supplemented from
time to time, and shall include a reference

to any document which amends, modifies or supplements it, or is entered into, made or
given pursuant to or in accordance with its terms.

• GRANT OF LICENSE

• The Licensor grants the following property (“IP”):

Type of IP: Trademark
Registration Number: 2290
5973 Registration Date: 1th
August, 2023

• In accordance with this Agreement, the Licensor grants the Licensee a Non
Exclusive License to use the IP (“License”). During the Term of this Agreement,
Licensor shall retain the sole and absolute right to grant other non-exclusive
Licenses for some or all of IP to other entities not affiliated with Licensee.

• The Licence permits the Licensee to use the IP for the “Opening Franchise”

• The Licensee may not use the IP for any purpose other than the Purpose described
under the preceding clause hereof, except with the Licensor's express written
permission.

• The grant of License is limited to the territory of India.

•

• Except as otherwise expressly provided in this Agreement, the Licensor retains all
rights, titles, interests, and licenses in the IP which are not expressly granted under
this Agreement.

• Reservation of Rights:

The Licensor retains all rights, titles, and interests in the IP, including but not
limited to the right to modify, withdraw, or enhance the IP. Nothing in this
Agreement shall be construed as a transfer of ownership to the Licensee.

• SUB-LICENSE
Licensor does not grant to Licensee, and nothing in this Agreement shall be construed
as granting to Licensee, the right to license, sublicense or authorize others to use the
IP.

• MODIFICATIONS
The Licensee shall not make any modification or changes to the IP in any situation.
Such changes or alteration will be treated as a material breach of this Agreement.

• CONSIDERATION

• The Licensee shall pay to the Licensor a fee for using the License, which shall be
a one- time flat payment of Rs. 50,000/- (Fifty thousand rupees only). The
payment shall be made using Cheque.

• The one-time flat payment should be paid upfront at the time the Licensor grants
the License to the Licensee.

Any payments by the Licensee that are not paid on or before the date such
payments are due under this Agreement, the Licensee shall be liable to the following
penalty 5% (five percent) per annum from the unpaid sum.

• Payment of such interest by Licensee will not limit, in any way, the Licensor's
right to exercise any other remedies as a consequence of delay in payment.

• The cost of registration, notarization and stamp duty will be borne equally by the
Licensor and the Licensee.

• GOODS AND SERVICES TAX

• Unless otherwise explicitly agreed to by each of the Parties, the fee for License
payable under this Agreement excludes GST.

• The Licensee must pay the GST Amount to the Licensor at the same time and in
the same manner as the fee for the License is payable.
• Any obligation on the Licensee to pay the GST Amount under this clause is
conditional on the Licensor providing to the Licensee a valid tax invoice in
accordance with GST law.

• REVIEW AND AUDIT

• The Licensor shall have the right to assess and verify the accuracy of reports
submitted by the Licensee. The audits may be conducted by the Licensor, its
representative, designated third- Party auditors or any other Governmental
Authority.

• To the extent possible, Licensor will give notice of its intention to carry out the
audit, however, this does not preclude Licensor from conducting a surprise audit
without any notice or intimation to the Licensee.

• Information pertaining to the business of the Licensee not pertaining to the

License will be excluded from the scope of this clause.

• OWNERSHIP AND INFRINGEMENT OF IP

• Licensee acknowledges and agrees that the IP including, without limitation, the
marks and the goodwill associated with the IP, are owned by Licensor and are the
exclusive property of the Licensor Licensee will retain the goodwill in its business
apart from the goodwill associated with the use of IP.

• Licensee further acknowledges and agrees that upon the termination of this
Agreement all of Licensee's rights in the IP shall cease, and Licensee shall have no
interest in or right to use any of the IP, including but not limited to proprietary
management systems or any trade secrets which may have come into possession
of Licensee.
•

Licensee will not in any manner represent that it owns the IP or any part or
component of the IP. and Licensee hereby acknowledges that its use of IP shall not
create any right, title, or interest in or to the IP in favour of Licensee, but all use by
Licensee of the IP shall inure to the sole benefit and be on: behalf of Licensor.

• Should Licensee use any part or component of the IP or create any expansion or
modification in violation of this Agreement, Licensee shall execute and deliver to
Licensor and assignment of all rights Licensee might have created in any work,
trademark, or other IP right using or including IP together with any goodwill
associated with IP for such expansion or modification.

• Licensee further acknowledges and agrees that Licensee will not at any time do, or
cause to be done, any act or thing to contest, oppose, seek to invalidate or any way
impair or intend to impair the validity or enforceability of any applications,
registration, or rights in or for the IP or any of Licensor's exclusive right, title, and
interest in the IP.

• During the Term of this Agreement, the Licensee shall promptly notify Licensor in
writing of any suspected or actual infringement of the IPs as may come to
Licensee's attention.

• In case of any suspected or actual infringement, Licensor has the right, but not the
duty, to take any legal action or other measures to protect the IP against such
infringement. Licensee shall cooperate with Licensor in any such actions or
measures at Licensor's request and sole expense.

• In action brought by Licensor in this regard, Licensor shall retain full control
thereof, including settlement or other disposition of the action, and any recovery
shall be at the sole discretion of the Licensor.

Infringement and Remedies

Notification of Infringement:

1. The Licensee shall promptly notify the Licensor in writing of any actual,
suspected, or threatened infringement of the IP that comes to the Licensee’s
knowledge. Such notification must include all details known to the Licensee,
including the identity of the alleged infringer, the nature of the infringement,
and any supporting evidence.

2. Licensor’s Right to Act:

The Licensor shall have the sole and exclusive right to take legal action or other
measures to address any infringement of the IP.
 3. The Licensee shall fully cooperate with the Licensor, at the Licensor’s cost, in
any legal or administrative proceedings initiated by the Licensor, including
providing evidence, documentation, or testimony as required.

4. Licensee’s Remedies for Failure to Act:

If the Licensor does not initiate legal action within 60 days of being notified of
the infringement, the Licensee may, with prior written consent from the
Licensor:
5. Take appropriate legal action against the infringer, at its own cost.
6. Any damages or compensation recovered through such action shall first be
applied to cover the Licensee’s litigation costs, with the remainder shared
equally between the Parties unless otherwise agreed.

• LICENSOR WARRANTIES
The Licensor hereby provides the following warranties (“Licensor Warranties”):

• That the Licensor has the full legal authority and capacity to enter this Agreement.

• That the Licensor owns or controls the IP which the Licensor is issuing under this
Agreement

• That the Licensor has the full legal authority to provide the IP to the Licensee.

• That there are no restrictions, legal or otherwise, which prevent the Licensor from
entering this Agreement

• That this Agreement and IP is not in violation of any Agreements or infringe the
intellectual property rights of any third party.

There are no legal claims or actions, existing or threatened, and no other liabilities
that may negatively affect the Licensee's ability to use the IP

• LICENSEE WARRANTIES
The Licensee hereby provides the following warranties ("Licensee Warranties"):

• That the Licensee has the full legal authority and capacity to enter into and fully
perform this Agreement with Licensor.

• That the Licensee will only use the IP in accordance with the License granted
under this Agreement.

• That the Licensee will take necessary steps and follow instructions provided by the
Licensor necessary to preserve goodwill and reputation associated with the IP.
•

• That the Licensee shall at all times during the Term of this Agreement comply with
and shall cause each of its affiliates as well as agents, contractors or consultants
providing promotional, marketing, or regulatory filing services to Licensee to
comply with the policies and standards of the Licensor for using the IP.

• TERM AND TERMINATION

This term of this agreement is till the 12 (twelve) months from the commencement
date. The term of this Agreement shall be automatically renewed unless at least 45
(forty five) days prior

to the end of the then-current term of this Agreement, either the Licensor or Licensee
give notice to other Party not to extend this Agreement.

• TERMINATION FOR CONVENIENCE

• Either Party may terminate the Agreement for convenience by serving a prior
written notice of upon the Other Party to the address or email provided under this
Agreement.

• No termination cotycharges shall be payable on account of termination for

convenience, except for the pending undisputed fee payable by the Licensee to the
Licensor till the effective date of termination or refund of such fee received in
advance by the Licensor from the Licensee.

• TERMINATION FOR BREACH

• Either Party shall have a right to terminate this Agreement on account of a material
breach by the other Party if such material breach is not rectified within the cure
period of days from the date of receipt of notice for rectification.

• The material breach includes breach of representation and warranties provided in

this Agreement or breach of confidentiality obligations under this Agreement;
winding up of a Party or a petition for winding up been presented or order for
winding up been passed against a Party. a Party ceased to be in a position to pay its
debts as and when they come due and payable or suspends the payment of its debts
or ceases or threatens to carry on its business, a trustee, voluntary administrator,
receiver, liquidator or provisional liquidator is appointed for all or any part of a
Party's assets or undertakings and such appointment is not dismissed, reversed,
vacated or stayed within
60 days of such appointment, dilution of either Party

• CONSEQUENCES OF TERMINATION

• In the event this Agreement is terminated by a Party due to a Material Breach by

the other, the non-breaching Party reserves the right to claim any direct damages
that may be sustained by it as a result of the material breach. For the avoidance
 of doubt, the remedies available to the Parties under this clause are in addition to
any other remedy available to them under this Agreement or under Applicable
Laws

• Upon termination of this Agreement, the Parties shall return and shall cease to
use any property belonging to the other Party which is in its possession or under
its control, including any intellectual property, documents, records, media in
which confidential information of other Party is embedded provided such return
shall not release such Party from its obligations under this Agreement.

• Termination of this Agreement shall not release either Party from its obligations
arising under this Agreement prior to the effective date of termination.

• INDEMNIFICATION
Each Party (referred to as the “Indemnifying Party”) shall indemnify and agrees to
defend and to keep the other Party (referred to as the “Indemnified Party”)
indemnified and harmless from and against any and all losses incurred/suffered by the
Indemnified Party, raising from or incurred in connection with or relating to, any third
party claims with respect to the following:

• any breach of confidentiality provisions;

• injuries, including bodily injury, death, or damage to property (including theft)

occasioned by or alleged to have been occasioned by the acts or commissions of
the indemnifying Party or any of its employees or replasentatives, whether
negligent, willful or otherwise;

• Indemnifying Party's failure to comply with any applicable law resulting in

losses to the Indemnified Party.

• any act of commission or omission including fraud, willful default or gross

negligence by or on the part of an Indemnifying Party or any of its employees or
representatives, comprising without limitation ony fines and penalties imposed
by any
Governmental Authority

The indemnification rights of the Indemnified Party under this Agreement are
independent of and in addition to, such rights and remedies as the Indemnified Party
may have at law or in equity or otherwise, including the right to seek specific
performance, recession, other injective relief, none which rights or remedies shall be
affected or diminished thereby.

• The provisions of this clause shall survive the termination and/or expiry of this
Agreement.

• CONFIDENTIAL INFORMATION
•

• The Parties understand that during the course of any negotiations or discussions
undertaken prior to and/or in pursuance of this Agreement, either Party may
become privy and to and/or come into possession of information of proprietary
nature (hereinafter referred to as “Receiving Party”). belonging to other Party
(hereinafter referred to as “Disclosing Party”). Such proprietary information is
herein referred to as “Confidential Information” and shall include information
whether written, visual or oral in any other medium, including information, or
data disclosed to the Receiving Party by the Disclosing Party or by a third party
on behalf of the Disclosing Party and shall (a) any information having been
disclosed prior to the date of this Agreement, (b) any information relating to the
Disclosing Party's business, procedures, products, training modules, processes,
plans, trade secrets, market opportunities; (c) this Agreement or any terms and
conditions thereof.

• Confidential Information shall not include any information that (a) is or becomes
publicly available without breach of the terms of this Agreement; (b) becomes
lawfully available to the Receiving Party from a third party free from any
confidentiality restriction; or (c) was previously in the possession of the
Receiving Party and which was not acquired directly or indirectly from the
Disclosing Party, as evidenced by written records.

• Receiving Party or any party to whom it transmits the Confidential Information

pursuant to this Agreement may disclose the Confidential Information if it
becomes legally compelled to do so under any relevant law, regulation or order
of the court, provided the Disclosing Party is given prompt notice of such
requirement or such order and (where possible) provided reasonable opportunity
to contest it and scope of such disclosure is limited to the extent possible.

• The Receiving Party agrees and covenants with the Disclosing Party (a) to
maintain confidentiality with respect to the Confidential Information coming into
its knowledge and possession before or during the term of this Agreement; (b) to
use the same solely for the purpose as envisaged under this Agreement; (c) to
inform the Disclosing Party of any incident

of breach of the Receiving Party's confidentiality obligations under this Agreement

within 24 hours from the occurrence of such incident.

• The Receiving Party shall return to the Disclosing Party the Confidential
Information in possession of the Receiving Party on expiry or termination of this
Agreement. Alternatively, subject to the Disclosing Party's written consent, the
Receiving Party may destroy all Confidential Information and certify such destruction
in writing to the Disclosing Party

• These clauses (confidentiality obligations) shall survive the termination of this

Agreement for a period of 12(twelve) months.
• FORCE MAJEURE

• “Force Majeure” means an event beyond the control of the Parties, which
prevents a Party from complying with any of its obligations under this
Agreement, including but not limited to:

• act of God (such as but not limited to, fires, explosions, earthquakes, drought,
tidal waves and floods);

• war, hostiles, invasion, the act of foreign enemies, requisition or embargo,

• rebellion, revolution, insurrection or military power, civil war,

• riot, commotions, rikes,

• act or threats of terrorism, and pandemic.

• The Parties shall not be liable for any failure to perform their respective
obligations under this Agreement if such failure is caused due to a Force Majeure
Event and in such case, the obligations of the relevant Party shall be suspended
for so long the Force Majeure Event prevails.

• Upon the occurrence of a Force Majeure Event, the non-performing Party/

affected Party shall immediately inform the other Party of the same and continue
to use commercially reasonable efforts to recommence performance whenever
and whatever extent possible without delay.

• The Parties shall consult together in relation to the above matters following the
occurrence of the Force Majeure Event to mitigate the losses and ensure this
Agreement's smooth functioning.

• COMMUNICATION AND NOTICES

All the notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given if (a) delivered by
hand and receipted for by the Party to whom said notice or other communication shall
have been directed, (b) mailed by certified or registered mail with postage prepaid,
once acknowledged by the recipient, (c) sent by email provided under this Agreement.

• MODIFICATION OF AGREEMENT
 In the event any provision of this Agreement is determined to be invalid by any court
or other entity of competent jurisdiction, the provision of this Agreement shall be
deemed to have been amended and the Parties hereto agree to execute all documents
necessary to evidence such

amendment so as to eliminate or modify any such invalid provision so as to carry out

the intent of this Agreement as far as possible and to render this Agreement
enforceable in all respects as so modified.

• NO WAIVER
The failure of any Party hereto to enforce any provision of this Agreement shall in no
way be construed to be a waiver of such provisions or to affect the validity of this
Agreement or any part thereof or the right of either Party to enforce each and every
provision in accordance with its terms.

• DISPUTE RESOLUTION

Any dispute, difference or claim arising out of or in connection with or incidental to

this Agreement shall be referred to the arbitration under the provisions of the Indian
Arbitration and Conciliation Act, 1996 shall apply to the arbitration proceedings under
this clause. Where the parties shall refer an independent Arbitrator appointed by the
mutual consent of both parties. The award of the arbitrator or arbitrators as the case
may be, shall be final and binding on the parties. The seat of the Arbitration shall be
New Delhi, wherein the venue may be mutually decided upon by either the Parties
themselves or the appointed arbitrators.

• LEGAL FEE AND COSTS

In the event of any legal action by any Party to enforce any one or more provisions of
this Agreement, whether at law or in equity, the prevailing Party shall be entitled to
receive from the other Party all enforcement costs including, without limitation,
reasonable legal fees and costs whether incurred before, during and after the trial or
other litigation including appeal.

• SURVIVAL OF OBLIGATION
Notwithstanding any other provisions of this Agreement, at termination, expiration or
completion of this Agreement, any provisions of this Agreement which would by their
nature be expected to survive termination, expiration or completion shall remain in
provisions which are explicitly stated to survive termination, expiration or completion
shall remain in full force and effect, including but not limited to any provisions which
are explicitly stated to survive termination, expiration or completion.

• ENTIRE AGREEMENT
 Both the Parties represent and agree that they have read this Agreement, understand its
terms and the fact that it releases all claims each might have entered into this
Agreement without duress or coercion from any source. This Agreement supersedes
all other Agreements entered into between the Parties.

IN WITNESS WHEREOF; the Parties hereto have executed this

agreement on LICENSOR: THE YUM YUM SPOT

LICENSEE: ON BEHALF OF

PARTNER 1: PARTNER 2:

Ram Kishan Yadav Shyam Murali Krishna Murthy

Ph. No.: 9427980064 Ph. No.: 7428621397 Ph. No.: 7428674568
Address: B-6, Address: A-1101, 11th Floor Address: A-102, Gokul
Marium Nagar, VVIP, Marium Nagar,
Nand gram Road, Raj Nagar Extension Nand gram Road,
Ghaziabad, U.P. 201003 Ghaziabad, U.P. 201001 Ghaziabad, U.P. 201003
WITNESS 1: WITNESS 2:

Veena Kumar Anupam Walia

Ph. No.: 9427984223 Ph. No.: 7428751397
Email id: [email protected] Email id:
[email protected]
Address: H block, Address: A-901, 9th Floor,
Fortune,
Marium Nagar, Nand gram Road, Raj Nagar Extension,
Ghaziabad, Uttar Pradesh 201003 Ghaziabad, Uttar Pradesh 201001
 SPONSORSHIP AGREEMENT

THIS INSTRUMENT IS GOVERNED

UNDER INDIAN CONTRACT ACT,
1872

DATED: 15-07-2024

BETWEEN

THE YUM YUM SPOT

AND

GHAZIABAD ROYALS

Effective date as on 01st August, 2024

 SPONSORSHIP AGREEMENT
THIS SPONSORSHIP AGREEMENT (“AGREEMENT”), MADE AND
ENTERED ON
July 15, 2024, at Ghaziabad, Uttar Pradesh
BY AND BETWEEN:
THE YUM YUM SPOT Through its Partner Ram Kishan Yadva S/o Ravi Kishan
Yadav and Shyam Murali S/o Ghanshyam Murali (hereinafter referred to as
“SPONSOR” which expression shall mean and include its legal heirs, executors,
successors, administrators, legal representatives and assigns of the FIRST PART);
AND
GHAZIABAD ROYALS, is an affiliated Cricket Team of Reliance Digital having
principal place of business at Aero Business Tower, GDA Commercial Complex,
Chander Nagar, Near Surya Nagar, Police Chowki, HIG Flats, Chander Nagar, Surya
Nagar, Ghaziabad, Uttar Pradesh 201011 (hereinafter referred to as “SPONSEE”
which expression shall mean and include its legal heirs, executors, successors,
administrators, legal representatives and assigns of the SECOND PART);
(Sponsors and Sponsee are hereinafter referred to as collectively “Parties” or
individually as “Party”)

WHEREAS:

• Reliance Digital is affiliated with Ghaziabad Royals, (the “Team”), which owns
the Cricket team franchise for the professional cricket players.

• THE YUM YUM SPOT is a restaurant which it will own and operate process
orders and serve food & beverage items

• Ghaziabad Royals entered into a sponsorship agreement with THE YUM YUM
SPOT and will play substantially all matches in the GPL (Ghaziabad Premier
League) at JNU Stadium.

• Sponsor desires to become a sponsor of Ghaziabad Royals, and Ghaziabad

Royals desires to grant Sponsor certain sponsorship rights, under the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and obligations set
forth herein, the sufficiency of which is hereby acknowledged, the Parties agree as
follows:

• DEFINITIONS
• “Affiliate” means a person or entity that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, a Party. The term ‘control’ means the possession of the power to direct the
management and policies of the person or entity, whether through ownership of
voting securities, by contract or otherwise.

• “Agreement” means this Sponsorship Agreement.

• “Effective Date” is 01st August, 2024.

• “Marks” means collectively the Team Marks and the Sponsor Marks.

• “Matches” means the a match between two cricket teams in the Tournament.

• “Party” refers individually to each of the Party named in this Agreement.

• “Party” refers to any two or more of the Party named in this Agreement

• “Sponsor” refers to THE YUM YUM SPOT.

• “Sponsor Marks” means those trademarks and services marks, as may be

updated by Sponsor from time to time, provided that in the event that Sponsor
changes its name, the cost of effectuating the change of such Sponsor Marks
shall be borne by Sponsor.

• “Sponsorship Fee” has the meaning set forth in Clause 4.1 of this Agreement.

• “Stadium” refers to JNU Stadium.

• “Team” refers to Ghaziabad Royals.

• “Team Companies” shall mean, collectively, Reliance Digital and the Team.

• “Tournament” refers to the matches played by the Team in GPL (Ghaziabad

Premier League) at JNU Stadium.

• INTERPRETATION

• The headings in this Agreement are inserted for convenience only and shall be
ignored in construing this Agreement.

• Unless the context otherwise requires, in this Agreement:

• words using the singular or plural number also include the plural or singular
number, respectively;

• words denoting any gender shall include all genders,

• the words “written” and “in writing” include any means of visible reproduction;

• the terms “hereof”, “herein”, “hereto” and similar words refer to this entire
Agreement and not any particular Clause, or any other subdivision of this
Agreement;

• the words “include” or “including” shall be deemed to be followed by “without

limitation” or “but not limited” to whether or not bey are followed by such
phrases or words of like import;

• references to “Clause” or any other agreement or document in this Agreement

shall be construed as references to the Clauses of this Agreement, or such other
agreement or document, as may be amended, modified or supplemented from
time to time, and shall include a reference to any document which amends,
modifies or supplements it, or is entered into, made or given pursuant to or in
accordance with its terms.

• TERM OF SPONSORSHIP
This Agreement shall commence on the “Effective Date” and shall continue to the
period in which Team is Part of the Matches in the Tournament, or extended by
renewal by written agreement of the Parties in accordance with this Agreement (the
“Term”). Provided the Agreement is not earlier terminated in accordance with
its terms, Sponsor shall have Sponsorship, from 1st August, 2024 to 30th August,
2024.

• Grant of Sponsorship
The Sponsee shall ensure that the Sponsor’s name and logo are displayed in
prominent locations during the Tournament, including but not limited to jerseys,
banners, and digital boards. The Sponsee shall not permit competitors in the same
industry as the Sponsor to display promotional materials during the Term without
the Sponsor’s written consent.

• SPONSORSHIP FEES

In exchange for the Sponsorship Rights to be provided to Sponsor during this

Agreement, Sponsor shall pay a fee (the “Sponsorship Fee”) during the Term. The
Sponsorship Fee shall be Rs. 5,000/- (Five thousand rupees only).

If the Tournament is canceled or rescheduled indefinitely, the Sponsor shall be entitled

to a prorated refund of the Sponsorship Fee based on the number of matches
completed. In case of partial rescheduling, the Parties shall negotiate in good faith to
revise the fee structure.

• TAXES
The Sponsor Fee is net of any commissions. Sponsor shall be liable for all applicable
taxes or charges, other than taxes or charges based solely on the net income.

• COST OF MATERIALS
Unless otherwise agreed in writing, Sponsor shall be solely responsible for all costs
and expenses incurred producing (including, without limitation, design, production
and installation) marketing materials, signage, and/or branding or entitlement, if any
advertising copy, fixed signage used in connection with the Agreement. In the event
Sponsor terminates the Agreement prior to expiration, Sponsor shall pay for the
removal of its signage from the Stadium.

• SPONSORSHIP BENEFITS

• By Sponsor:

Subject to payment by the Sponsor of the sponsorship fee provided for herein, during
the term of this Agreement, shall provide for the Sponsee’s benefit all of the benefits
customarily associated with the sponsorship and consistent with the benefits provided
to the Sponsee in not limited to the following:
• Serve food and beverages to the Team
• Giving out discount coupons for 1 year after the expiry of this Agreement
• Hosting a dinner if the Team wins.

• By Sponsee:
Subject to payment by the Sponsor of the sponsorship fee provided for herein, during
the term of this Agreement, shall provide for the Sponsor’s benefit all of the benefits
customarily associated with the sponsorship and consistent with the benefits provided
to the Sponsor in not limited to the following:
• Displaying prominent identification of the Sponsor’s name and/or logo in
signage on the jersey and, where appropriate, on other team equipment
(subject to approval by the Sponsor);
• Making available for the use of the Sponsor the personalities associated with
the Team, including without limitation the name, voice, picture, portrait,
likeness, persona and/or

signature of each player for endorsements, commercial advertising and

promotions in any and all media throughout the world during the term of this
Agreement,
• Sponsorship is granted solely to this Tournament where the signage or other
advertising benefits in or around the Stadium for a reasonable period before,
during and after a No- Signage Event.
 • Sponsorship Rights granted hereunder do not include any rights or benefits
related to or in connection with any other professional sports team that may,
from time to time, play its home games in the Stadium.
• Prohibiting the endorsement by the Team and any members of the Team,
including the Players, of any entities, products or services which are in direct
competition or otherwise inconsistent with the Sponsor or it products or
services, unless such endorsement activity is approved in writing by Team and
the Sponsor.

• COMPLIANCE WITH APPLICABLE RULES AND REGULATIONS

Provision of the Benefits pursuant to this Agreement is subject to rules and
requirements of each organization and venue hosting event in which the Team
competes during the term hereof, and the Sponsor agrees to submit all advertising and
other promotional material in sufficient time to enable Team to assure compliance
with such rules and requirements. If as a result of such rules and requirements Team is
unable to provide a Benefit in the form requested by the Sponsor, Team shall be
permitted to provide a substitute promotion or advertisement in compliance with such
requirements.

• RELATIONSHIP TO OTHER SPONSOR

The Sponsor acknowledges that Team has arranged and may arrange in the future for
other sponsors for the Team. Racing agrees that, during the term of this Agreement, no
other sponsor shall receive any benefit of greater value (including either an equivalent
or a more prominent use of another sponsor’s name, logo, or other identifying
information) than the Benefits provided to the Sponsor hereunder.

• INTELLECTUAL PROPERTY

• OWNERSHIP OF MARKS
Nothing herein contained shall be construed as an assignment or grant to Sponsor of
any right, title or interest in or to the Team Marks, or in or to any copyright, design
patent or trademark thereto, beyond the grant of the licensing rights on the terms
herein specified. Sponsor hereby agrees that its every use of Team Marks shall inure
to the benefit of Team Companies and that Sponsor shall not at any time acquire any
rights in Team Marks by virtue of any use it may make of such marks. Likewise,
nothing herein shall be construed as an assignment or grant to Team of any right, title,
or interest in or to the Sponsor Marks, or in or to any copyright, design patent or
trademark thereto, beyond the grant of the licensing rights on the terms herein
specified. Team hereby agrees that its every use of the Sponsor Marks shall inure to
the benefit of Sponsor, and Team shall not at any time acquire any rights in Sponsor
Marks by virtue of any use Team Companies may make of such marks. Sponsor shall
have no sub-license or pass- through rights. Sponsor agrees that it will not create any
trademark, logo or other intellectual property that is derived from or confusingly
similar with the Team Marks or that in any way indicates or implies a connection,
affiliation, endorsement, sponsorship, or other relationship between Sponsor, or any
product or service of Sponsor, and the Team, without the prior written approval.

• NOTIFICATION OF INFRINGEMENT
Sponsor shall notify Sponsee of any infringement of the trademark rights or copyright
in the Team Marks, and to assist in any action, legal or otherwise, necessary to protect
such trademark rights or copyright, provided that all costs and expenses related to
such an action shall be the sole responsibility of Sponsee.

• USE ACCORDING TO SPECIFICATIONS

Sponsor agrees to use the Team Marks only in accordance with the specifications and
guidelines as may be provided from time to time. Sponsor’s materials shall be of high
standard and superior quality and shall in no manner reflect adversely on Team or the
Stadium.

Each Party agrees to use the other Party’s marks only for the purposes stated in this
Agreement and in accordance with provided guidelines. Any unauthorized use shall
result in immediate termination of this Agreement and liability for damages incurred
by the non-breaching Party.

• APPROVAL OF USE OF MARKS

Sponsor shall submit to the Sponsee all advertising or promotional materials related to
this Agreement and involving Team Marks a minimum of ten (10) days prior to the
production of such materials. Sponsor need not receive specific approval to release
such advertising or promotional materials to the public. However, the Team shall have
the right, at any time during the ten (10) day period, to object to any advertising or
promotional materials. Sponsor will not use the advertising or promotional material if
the Team objects to advertising or promotional materials.

• CONFIDENTIALITY
The Parties shall each keep confidential all provisions of this Agreement and unless
required by law or judicial process after making reasonable efforts to resist disclosure,
shall not disclose any of same to any third party (other than the Parties’ respective
lenders or potential lenders, and the agents, counsel) without first obtaining the prior
written consent of the other Party. The provisions of this Clause 9 shall survive the
termination or expiration of this Agreement.

• TERMINATION

• If either Party defaults in the performance of, or compliance with, any term or
condition of this Agreement, the other Party may terminate this Agreement by
written notice. Termination of this Agreement shall be effective thirty (30) days
from the date of receipt of such notice, unless, within thirty (30) days after
 receipt of such notice, the defaulting Party has corrected the default or if such
default is capable of correction, has taken timely and reasonable steps to correct
and will complete such correction within another thirty (30) days.

• Either Party shall have the right to immediately terminate this Agreement in the
event the other Party, in such Party’s reasonable discretion, engages in illegal,
indecent, immoral, harmful or scandalous behavior or activities that may
directly or indirectly damage such Party’s reputation or goodwill or violates
any rules or regulations of Team or the Tournament.

• Upon expiration or termination of this Agreement, Sponsor shall immediately

cease any new uses of all Team Marks, as well as any statements of association
with the Team and the Stadium. Sponsor acknowledges that its failure to cease
the use of Team Marks at the termination or expiration of the Agreement will
result in immediate and irreparable harm and liable to compensate.

• Any termination of this Agreement pursuant without prejudice to the

terminating Party’s rights and remedies available at law or equity.

• REMEDIES (Specific Remedies Not mentioned)

If either party breaches any provision of this Agreement, the other party shall be entitled
to seek monetary damages and, if appropriate, equitable relief to require the
performance of the obligations hereunder.

If either Party breaches any provision of this Agreement, the non-breaching Party shall
be entitled to:

(a) Seek specific performance of the breached provisions;

(b) Recover direct damages caused by the breach, including legal fees and costs
incurred in enforcing the Agreement; and

(c) Seek injunctive relief to prevent further breaches or misuse of intellectual property.

• ASSIGNMENT
Neither party shall assign any of its rights or obligations hereunder without the prior
written consent of the other party

• FORCE MAJEURE

• “Force Majeure” means an event beyond the control of the Parties, which
prevents a Party from complying with any of its obligations under this
Agreement, including but not limited to:

• act of God (such as but not limited to, fires, explosions, earthquakes, drought,
tidal waves and floods);
• war, hostiles, invasion, the act of foreign enemies, requisition or embargo,

• rebellion, revolution, insurrection or military power, civil war,

• riot, commotions, rikes,

• act or threats of terrorism, and pandemic.

• The Parties shall not be liable for any failure to perform their respective
obligations under this Agreement if such failure is caused due to a Force
Majeure Event and in such case, the obligations of the relevant Party shall be
suspended for so long the Force Majeure Event prevails.

• Upon the occurrence of a Force Majeure Event, the non-performing Party/

affected Party shall immediately inform the other Party of the same and
continue to use commercially reasonable efforts to recommence performance
whenever and whatever extent possible without delay.

• The Parties shall consult together in relation to the above matters following the
occurrence of the Force Majeure Event to mitigate the losses and ensure this
Agreement's smooth functioning.

• COMMUNICATION AND NOTICES

All the notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given if (a) delivered by
hand and receipted for by the Party to whom said notice or other communication shall
have been directed, (b) mailed by certified or registered mail with postage prepaid,
once acknowledged by the recipient, (c) sent by email provided under this Agreement.

• MODIFICATION OF AGREEMENT
In the event any provision of this Agreement is determined to be invalid by any court
or other entity of competent jurisdiction, the provision of this Agreement shall be
deemed to have been amended and the Parties hereto agree to execute all documents
necessary to evidence such amendment so as to eliminate or modify any such invalid
provision so as to carry out the intent

of this Agreement as far as possible and to render this Agreement enforceable in all
respects as so modified.

• NO WAIVER
The failure of any Party hereto to enforce any provision of this Agreement shall in no
way be construed to be a waiver of such provisions or to affect the validity of this
Agreement or any part thereof or the right of either Party to enforce each and every
provision in accordance with its terms.

• DISPUTE RESOLUTION
 Any dispute, difference or claim arising out of or in connection with or incidental to
this Agreement shall be referred to the arbitration under the provisions of the Indian
Arbitration and Conciliation Act, 1996 shall apply to the arbitration proceedings under
this clause. Where the parties shall refer an independent Arbitrator appointed by the
mutual consent of both parties. The award of the arbitrator or arbitrators as the case
may be, shall be final and binding on the parties. The seat of the Arbitration shall be
New Delhi, wherein the venue may be mutually decided upon by either the Parties
themselves or the appointed arbitrators.

• ENTIRE AGREEMENT
Both the Parties represent and agree that they have read this Agreement, understand its
terms and the fact that it releases all claims each might have entered into this
Agreement without duress or coercion from any source. This Agreement supersedes
all other Agreements entered into between the Parties.

IN WITNESS WHEREOF, the parties hereto have hereunto executed this

Agreement under seal as of the day and year first above written.

SPONSOR: THE YUM YUM SPOT SPONSEE: GHAZIABAD

ROYALS ON BEHALF OF
PARTNER 1: PARTNER 2:

Ram Kishan Yadav Shyam Murali Rohit Kohli

Ph. No.: 9427980064 Ph. No.: 7428621397 Ph. No.: 7528674567
Address: B-6, Address: A-1101, 11th Floor Address: K-902, Fortune
Marium Nagar, VVIP, VVIP,
Nand gram Road, Raj Nagar Extension Raj Nagar,
Ghaziabad, U.P. 201003 Ghaziabad, U.P. 201001 Ghaziabad, U.P. 201016
WITNESS 1: WITNESS 2:

Veena Kumar Anupam Walia

Ph. No.: 9427984223 Ph. No.: 7428751397
 Email id: [email protected] Email id:
[email protected]
Address: H block, Address: A-901, 9th Floor,
Fortune,
Marium Nagar, Nand gram Road, Raj Nagar Extension,
Ghaziabad, Uttar Pradesh 201003 Ghaziabad, Uttar Pradesh