Sample Business Contracts

Advertising Agency Agreement - Rediffusion Dentsu, Young & Rubicam Ltd. and Rediff Communication Ltd.

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28th December, 1998

Rediffusion Dentsu, Young & Rubicam Limited
Sterling Centre
Shivsagar Estate
Worli, Mumbai 400 018

Dear Sirs,

Consequent to your presentation and our discussions we have pleasure in
appointing you as our exclusive Advertising Agency for a period of two years
beginning from 1st January, 1999 on the terms and conditions given below:

You will develop advertising and communication strategies, prepare and execute
effective and efficient media plans, implement these plans in a timely manner
and monitor the effectiveness of the media buys regularly.

You will be entitled to retain a 10% agency commission on all media and
non-media billing. All creative and artworks created by you will be billed to us
as per your standard tariff schedule approved by us.

All commitments you make on our behalf (including financial commitments) must
have our prior written approval and the persons authorised by us to give such
approvals are:

Name and Designation: Mr. Ajit Balakrishnan, Chairman & CEO

All bills submitted by you will be paid by us within 30 days other than those
assignments that need partial payments like film production, market research

During the period of this agreement and or subsequent extensions you will
maintain full confidentiality of all our information and plans.

All advertising materials prepared by you and paid for by us will remain our
property and will be handed over to us as and when demanded.

This agreement can be extended with the mutual consent of the parties for such
further period of one year at a time.

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This agreement can be extended with the mutual consent of the parties for such
further period of one year at a time.

This agreement and or any extension thereof can be terminated by either of the
parties by giving 90 days notice in writing. On termination, we undertake to
settle all outstanding invoices and work in progress, which has our approval.

Any dispute or claim arising under this agreement shall be subject to the
jurisdiction of the courts in Mumbai.

        Regd. Off.: Sterling Centre, 4th Floor, Dr. Annie Besant Road,
        Worli, Mumbai 400 018. Tel: (022) 4937313/7308,
        4940206/5750, Fax: (022) 4936557.
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As a token of your acceptances, please sign and return a copy of this letter.

Thanking you,

Yours faithfully,
Rediff Communication Limited


Authorised Signatory

                             [SIGNATURE ILLEGIBLE]
                              AUTHORISED SIGNATORY