Affiliate Marketing Contract

This Affiliate Marketing Agreement (“Agreement”) dated on this 31st day of August 2023 (“Effective Date”) is made
between Sunrise Mentors Private Limited (the ”Company”) with its registered office at Unitech cyber park unit 007
– 008 tower a sector 39 Gurgaon Haryana 122003 and Subarno Roy (the “Affiliate”), herein collectively referred to
as the “Parties” for the purpose of setting forth the exclusive terms of collaboration by which the company desires to
avail marketing service from the Affiliate.

WHEREAS:

1. The Company is a private limited company, engaged inter alia in the Business (as defined hereinafter).
2. Company wishes to expand its reach and to be more visible in the market to catalogue the services that they
provide;
3. The Affiliate is a resident of India at Burdwan, West Bengal bearing Aadhar No 522209599542 rendering
promotional and advertising campaigns across social media platforms. (“Service”)
4. The Company has approached the Affiliate to develop marketing campaigns of their Product on different social
media platforms. The Affiliate agrees to provide promotional and marketing service, including the design and
implementation of certain promotional campaigns across different social media platforms.
5. NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for
other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follow:

1. Definitions:

1.1 “Affiliate” is an independent digital Content creator with a profile on at least one social media
Platform with considerable number of followers or has access to relevant target market for the
organization requirement through Mail/Social Groups

1.2 “Content” is a collection of one or more images, audios, slideshows, videos and other audio-visual
content

1.3 “Campaign brief” is the set of guidelines, procedures or rules that are predefined for the purpose of
Content production, agreed and approved by both Affiliate and Sunrise Mentors Private Limited

1.4 “Platform” refers to any of the social media Platforms, including but not limited to, Telegram,
WhatsApp, Instagram, YouTube, or LinkedIn

1.5 Proposal Plan refers to the document shared by Sunrise Mentors Private Limited with Affiliate and
the latest version of the document is attached to this Agreement as Exhibit-A

2. Scope of Work and Engagement of the Affiliate

2.1. The company appoints the above Affiliate, and the Affiliate agrees to perform for the Company certain
advertising marketing services set forth in Exhibit A to this Agreement.

2.2. The Company hereby appoints the Affiliate as its representative on a non-exclusive, non-employee
basis to endorse and promote its services to the target audience
 2.3. Affiliate is responsible for creating content on the required Product/Services provided by Sunrise
Mentors Private Limited.

2.4. Post the creation, Affiliate is responsible to deliver the Content to Sunrise Mentors Private
Limited.

2.5. Any modifications or changes required to the created Content shall be conveyed to the Affiliates
and the Affiliates are responsible for makings the modifications accordingly.

3. Payment

3.1. In exchange for the full and satisfactory performance of all Services to be rendered to the Sunrise
Mentors Private Limited, the Affiliate shall be compensated as per the terms and conditions laid out
in exhibit A.

3.2. If Affiliate has obtained employees or agents, the Affiliate shall be solely responsible for all costs
associated with the agent.

3.3. Affiliate agrees that this payment shall be remitted within 15 days of the completion of the Service
on a pre-specified date.

3.4. Affiliate agrees that this payment shall be the sole and entire compensation received and no other
compensation of any form shall be due upon termination of the Agreement.

3.5. Affiliate agrees that this payment will be remitted after considering the TDS applicable.

4. Confidentiality and Exclusivity

4.1 The Parties shall keep strictly confidential and shall not disclose, or cause or permit to be disclosed, to any
person or entity, (i) any information about the Agreement or the fact that either Party has received the
Confidential Information and pursuant to this Agreement and all discussions between the Parties related
thereto, and (ii) the Confidential Information, except to those officers, employees or other authorized
agents and representatives and professional consultants of such Party to whom disclosure is reasonably
necessary in connection with the Agreement and who shall agree to be bound by the terms of this
Agreement, and except as otherwise consented to in writing by the non-disclosing Party.

4.2 In the event that either Party is requested or required (by oral questions, interrogatories, requests for
information or documents in legal proceedings or other similar process or by any law, rule or regulation of
any governmental agency or regulatory authority) to disclose any of the Confidential Information, such
Party shall provide the other Party with prompt written notice of any such request or requirement so that
such other Party may seek a protective order or other appropriate remedy and/or waive compliance with
the provisions of this Agreement

5. Ownership of Content
5.1 Affiliate hereby irrevocably assigns, transfer and conveys, to Company all right, title and interest in
and to the Work Product including, but not limited to, all moral and neighboring rights therein, on an
exclusive, worldwide and perpetual basis during the term. The newly created Work Product shall,
from inception of its creation, be entirely the property of Company throughout the World and in
perpetuity, free from any claim by the Affiliate or any third party.

5.2 Company shall have exclusive right to exploit the Work Product in timed relation with films, videos,
television shows, commercials, or other audio-visual productions
 .

5.3 Notwithstanding the foregoing, Affiliate cannot delete any post from his/her owned and /or controlled
social media handles until a prior approval is obtained from the Company.

6 Termination

6.1 This Agreement shall come into effect on the Effective Date and shall continue in force till the Term and
shall be binding on the Parties unless terminated in accordance with the provisions hereof.

6.2 The Company may terminate this Agreement without cause, by giving 30 days prior written notice to the
Affiliate.

6.3 Without limiting any other rights or remedies, the Company shall have the right to terminate this
Agreement if:

The Affiliate fails to perform its obligations under this Agreement and under the specified timelines,
provided, however, in the case of a breach of obligations for which the default of performance can be
remedied, the Affiliate fails to fully remedy such default within 15 days’ notice of default and request
for performance; or

7 Timelines
7.1 The Affiliate will deliver the agreed number of posts on the social media handles as per requirements
under Exhibit-A.

7.2 The Rejection and Approval of the posts lies with Sunrise Mentors Private Limited exclusively. SMPL
has a maximum of 15 days to reject any deliverable and must notify the Affiliate within 15 days of the
receipt of such deliverable.

8 Dispute Resolution and Governing Law

8.1 Parties to this Agreement shall first attempt to settle disputes through negotiation in good faith. If parties
fail to settle disputes via negotiation, either party may initiate mediation as per law in force in India.

8.2 The Agreement shall be construed in accordance with the applicable laws of India. The Courts of
Gurgaon, Haryana shall have exclusive jurisdiction in any proceeding arising out of this agreement

IN WITNESS WHEREOF, the undersigned have executed this Affiliate Marketing Agreement effective as of the

Dated: 31st August 2023. Dated: 1/10/2023

Company’s Signature Affiliate’s Signature

Contact Information Contact Information :- +91-8637049785

Type of Service Creating digital content on product/services of Sunrise Mentors Pvt Ltd
which include images, audios, slideshow, videos and other audio -visual
content and posting them on Social Media. Promoting Coding Ninjas
Offerings among the Target Audience.

Platforms WhatsApp, Telegram, Instagram, YouTube and LinkedIn

Deliverables Based on mutual agreement on the content strategy and requirements

Affiliates’ Cost INR 1500 for 1 Instagram Post, Story, Link In Bio & 1 Telegram post, Rs 7
per registration as verified by Coding Ninjas

Please Note – This is valid for verified & genuine registrations.

GST As Applicable

Total Cost