-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL OR FINANCIAL ADVICE IMPORTANT: DigiRocket Marketing Pvt Ltd does NOT guarantee specific social media results, follower growth, engagement rates, or sales conversions from any campaign. Marketing outcomes depend on many factors outside the Agency's control. This document is a structured preparation draft only. ASCI Advertising Standards Council of India code compliance for all campaign content, Consumer Protection Act 2019 India compliance for advertising claims and outcomes disclaimers, Digital Personal Data Protection Act 2023 India compliance for processing campaign audience personal data, IT Act 2000 compliance for digital marketing activities, GST registration and invoicing obligations under the CGST Act 2017 on Agency fees, income tax treatment of marketing retainer income, Meta platform Business Manager terms of service compliance, and limitation of liability enforceability under the Indian Contract Act 1872 must all be confirmed with a qualified Indian attorney and tax advisor before this agreement is signed. -------------------------------------------------- MARKETING AGENCY AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: MAA-2026-001 Date of Preparation: June 1 2026 AGENCY: DigiRocket Marketing Pvt Ltd Mumbai Maharashtra India Email: [agency email] CLIENT: FreshBrew Coffee Pvt Ltd Mumbai Maharashtra India Email: [client email] 1. RECITALS 1.1 DigiRocket Marketing Pvt Ltd is a full-service digital marketing agency based in Mumbai Maharashtra India with expertise in social media management, content creation, and paid advertising for consumer brand and F&B clients. 1.2 FreshBrew Coffee Pvt Ltd is a specialty coffee chain with 12 outlets based in Mumbai India seeking professional social media management, content creation, and Meta Ads management services to grow its brand audience and drive footfall. 1.3 Both parties confirm their mutual intent to document this marketing engagement on the terms of this agreement. 2. DEFINITIONS 2.1 Agency: DigiRocket Marketing Pvt Ltd. 2.2 Client: FreshBrew Coffee Pvt Ltd. 2.3 Services: The digital marketing services described in Section 4. 2.4 Campaign: Any planned sequence of marketing activities executed by the Agency on behalf of the Client. 2.5 Deliverables: All social media posts, reels, graphics, copy, and campaign materials produced by the Agency under this agreement. 2.6 Ad Spend: The INR 80,000 monthly advertising budget funded directly by the Client for Meta Ads campaigns. 2.7 Creative Assets: All design files, video content, copy, and graphics produced for the Client under this agreement. 2.8 Platform Accounts: FreshBrew Coffee Pvt Ltd's Instagram and Facebook business accounts managed by the Agency under this agreement. 2.9 Confidential Information: All Client business strategy, campaign data, audience data, and marketing performance information. 2.10 Performance Report: The monthly report described in Section 7. 2.11 Governing Law: Laws of Maharashtra India. 2.12 Effective Date: The date both parties sign this agreement. 3. SCOPE OF SERVICES 3.1 DigiRocket Marketing Pvt Ltd will provide the following Services to FreshBrew Coffee Pvt Ltd during the engagement: 1. Social media account management for FreshBrew Coffee Pvt Ltd's official Instagram and Facebook accounts including daily monitoring, comment moderation, and community management. 2. Monthly content creation of up to 20 posts per month covering static graphics, Instagram Reels, and Facebook posts in accordance with FreshBrew Coffee Pvt Ltd's brand guidelines. 3. Meta Ads management including campaign setup, audience targeting, creative testing, and optimization for the agreed monthly Ad Spend budget of INR 80,000 funded separately by the Client. 4. Monthly performance report as described in Section 7. 3.2 The following services are NOT included in this engagement: 1. Brand strategy or brand identity development. 2. Influencer identification, management, or payment. 3. Website development or SEO services. 4. Offline or print marketing. 5. Photography or videography shoots unless separately agreed in writing. 6. Any platform other than Instagram and Facebook. 4. CLIENT APPROVAL PROCESS 4.1 DigiRocket Marketing Pvt Ltd will submit all Deliverables including post content, graphics, reels, and campaign copy to FreshBrew Coffee Pvt Ltd for written approval via email or agreed project management platform at least 3 business days before the scheduled publication date. 4.2 FreshBrew Coffee Pvt Ltd must respond with written approval, revision requests, or rejection within 2 business days of submission. 4.3 If FreshBrew Coffee Pvt Ltd does not respond within 2 business days, DigiRocket Marketing Pvt Ltd may treat the Deliverable as approved and proceed with scheduling or publication. 4.4 Once FreshBrew Coffee Pvt Ltd approves a Deliverable in writing, DigiRocket Marketing Pvt Ltd is not responsible for any inaccurate product claims, pricing errors, or regulatory compliance issues that FreshBrew Coffee Pvt Ltd should have identified during the approval review. 4.5 Note: Client approval obligations for advertising content under ASCI guidelines and Consumer Protection Act 2019 India must be confirmed with a qualified attorney. 5. AD SPEND MANAGEMENT 5.1 The monthly Meta Ads ad spend budget is INR 80,000 funded directly by FreshBrew Coffee Pvt Ltd separately from the Agency retainer fee. 5.2 FreshBrew Coffee Pvt Ltd will fund its Meta Ads account via its own credit card or payment method. DigiRocket Marketing Pvt Ltd will not advance ad spend on the Client's behalf. 5.3 DigiRocket Marketing Pvt Ltd will manage the Meta Ads campaigns within the agreed monthly budget and will provide a monthly ad spend utilization summary as part of the Performance Report. 5.4 DigiRocket Marketing Pvt Ltd is not responsible for ad rejection, platform policy changes, or reduced reach caused by Meta platform algorithm changes outside the Agency's control. 5.5 Note: GST implications for the Client on Meta Ads spend under Indian GST law including reverse charge mechanism on imported digital advertising services must be confirmed with a qualified Indian tax advisor. 6. PERFORMANCE REPORTING 6.1 DigiRocket Marketing Pvt Ltd will provide FreshBrew Coffee Pvt Ltd with a monthly performance report within 7 days of each month end covering: 1. Total posts published and content calendar adherence. 2. Instagram and Facebook page followers and follower growth. 3. Total reach, impressions, and engagement rate for the month. 4. Meta Ads campaign performance covering spend, reach, clicks, and cost per result. 6.2 All performance data is sourced from Meta Business Suite and Instagram Insights platform analytics. Data accuracy is subject to Meta's reporting systems and does not constitute a guarantee of future performance. 7. RESULTS DISCLAIMER 7.1 DigiRocket Marketing Pvt Ltd makes no guarantee, warranty, or representation as to specific campaign results including follower growth, engagement rates, reach figures, ad conversion rates, foot traffic to FreshBrew Coffee Pvt Ltd's outlets, or revenue outcomes from any campaign. 7.2 Marketing results depend on many factors outside DigiRocket Marketing Pvt Ltd's control including Meta platform algorithm changes, competitor activity, seasonality, product and pricing changes, and market conditions in Mumbai. 7.3 Any examples of past campaign results referenced by DigiRocket Marketing Pvt Ltd in its marketing or proposals are illustrative only and are not a guarantee of outcomes for FreshBrew Coffee Pvt Ltd. 7.4 Note: Outcome disclaimers in marketing service agreements must comply with the Consumer Protection Act 2019 India and ASCI guidelines. A qualified attorney must confirm before signing. 8. ADVERTISING STANDARDS AND COMPLIANCE 8.1 DigiRocket Marketing Pvt Ltd will produce all Creative Assets and campaign content in compliance with ASCI Advertising Standards Council of India guidelines and applicable consumer protection requirements. 8.2 FreshBrew Coffee Pvt Ltd is responsible for ensuring all product descriptions, pricing claims, promotional offer terms, and food safety or FSSAI-related claims in approved campaign content are accurate and regulatory compliant. 8.3 DigiRocket Marketing Pvt Ltd will flag any content it reasonably believes may breach ASCI guidelines or applicable advertising standards but FreshBrew Coffee Pvt Ltd bears ultimate responsibility for approved content. 8.4 Note: ASCI guidelines, Consumer Protection Act 2019 India advertising requirements, FSSAI food advertising compliance, and applicable IT Act 2000 digital advertising obligations must be confirmed with a qualified attorney. 9. PLATFORM ACCOUNT ACCESS AND DATA 9.1 DigiRocket Marketing Pvt Ltd will access and manage FreshBrew Coffee Pvt Ltd's Instagram and Facebook accounts through Meta Business Manager using designated Agency access only. DigiRocket Marketing Pvt Ltd will not request or hold FreshBrew Coffee Pvt Ltd's account passwords. 9.2 All Platform Accounts, social media pages, ad account data, audience data, and business manager data remain the sole property of FreshBrew Coffee Pvt Ltd at all times. 9.3 DigiRocket Marketing Pvt Ltd will not add any third party to FreshBrew Coffee Pvt Ltd's platform accounts without prior written consent. 9.4 Note: Meta Business Manager terms of service governing Agency access to Client ad accounts and applicable DPDP Act 2023 India data protection obligations for digital marketing audience data must be confirmed with a qualified attorney. 10. INTELLECTUAL PROPERTY AND DELIVERABLES 10.1 All Creative Assets including social media graphics, Reels, copy, and campaign materials produced specifically by DigiRocket Marketing Pvt Ltd for FreshBrew Coffee Pvt Ltd under this agreement transfer to FreshBrew Coffee Pvt Ltd as the Client's property on full payment of all outstanding fees under the Copyright Act 1957 India. 10.2 DigiRocket Marketing Pvt Ltd retains all intellectual property in its proprietary content frameworks, design templates, audience research methodologies, and internal tools used to create the Deliverables. 10.3 FreshBrew Coffee Pvt Ltd receives no rights in DigiRocket Marketing Pvt Ltd's Background IP. FreshBrew Coffee Pvt Ltd may use delivered Creative Assets freely after full payment without restriction. 10.4 Note: IP ownership of commissioned marketing creative work under the Copyright Act 1957 India and the distinction between commissioned works and Agency Background IP must be confirmed with a qualified Indian attorney. 11. CONFIDENTIALITY 11.1 DigiRocket Marketing Pvt Ltd will keep all FreshBrew Coffee Pvt Ltd's business information, marketing strategy, campaign data, and customer audience data strictly confidential during the engagement and for 2 years after termination. 11.2 FreshBrew Coffee Pvt Ltd will keep DigiRocket Marketing Pvt Ltd's methodologies, pricing, and proprietary campaign frameworks confidential. 11.3 Exceptions apply where disclosure is required by applicable Indian law, court order, or ASCI regulatory authority. 12. DATA PROTECTION AND PRIVACY 12.1 DigiRocket Marketing Pvt Ltd will process any personal data of FreshBrew Coffee Pvt Ltd's customers or campaign audiences including ad targeting data only in accordance with the Digital Personal Data Protection Act 2023 India and FreshBrew Coffee Pvt Ltd's instructions. 12.2 FreshBrew Coffee Pvt Ltd is the data principal for its own customer data. DigiRocket Marketing Pvt Ltd acts as a data fiduciary or processor for such data only to the extent required to deliver the Services. 12.3 Note: DPDP Act 2023 compliance for digital marketing agencies processing client customer data and Meta Ads audience targeting data, and applicable consent requirements for retargeting audiences, must be confirmed with a qualified Indian attorney. 13. NON-SOLICITATION 13.1 During this engagement and for 12 months after termination FreshBrew Coffee Pvt Ltd agrees not to directly solicit or offer employment to any DigiRocket Marketing Pvt Ltd employee or contractor who worked on this engagement without DigiRocket Marketing Pvt Ltd's prior written consent. 13.2 During this engagement and for 12 months after termination DigiRocket Marketing Pvt Ltd agrees not to directly solicit or hire any FreshBrew Coffee Pvt Ltd key personnel without prior written consent. 13.3 Note: Non-solicitation clause enforceability under Indian contract law and applicable restraint of trade principles must be confirmed with a qualified Indian attorney. 14. FEES AND PAYMENT 14.1 FreshBrew Coffee Pvt Ltd will pay DigiRocket Marketing Pvt Ltd a monthly retainer of INR 55,000 covering all Services described in Section 3.1 excluding Ad Spend. 14.2 The retainer is payable on the 1st of each month by NEFT to DigiRocket Marketing Pvt Ltd's nominated bank account. 14.3 DigiRocket Marketing Pvt Ltd will issue a GST-compliant tax invoice on the 1st of each month. 14.4 If payment is not received within 15 days of invoice date, interest accrues at 18 percent per annum from the 15th day until payment is received. 14.5 DigiRocket Marketing Pvt Ltd may suspend Services if any invoice remains unpaid for 30 days. 14.6 Note: GST registration obligations under the CGST Act 2017 on marketing service fees, income tax treatment of Agency retainer income, and TDS deduction obligations on professional service fees must be confirmed with a qualified Indian tax advisor. 15. EXPENSES AND THIRD PARTY COSTS 15.1 Third-party costs including stock photography licenses, premium software subscriptions, and print production costs incurred on behalf of FreshBrew Coffee Pvt Ltd will be charged at actual cost with supporting receipts. 15.2 For any single third-party expense exceeding INR 3,000 DigiRocket Marketing Pvt Ltd will obtain FreshBrew Coffee Pvt Ltd's prior written approval before incurring the cost. 16. LIMITATION OF LIABILITY 16.1 DigiRocket Marketing Pvt Ltd's total liability to FreshBrew Coffee Pvt Ltd for any claim arising from the Services is limited to the total Agency fees paid in the 12 months immediately preceding the event giving rise to the claim. 16.2 DigiRocket Marketing Pvt Ltd is not liable for any indirect, consequential, lost revenue, or reputational loss claims arising from the Services or any Deliverable. 16.3 Note: Limitation of liability clauses in marketing service agreements must comply with the Indian Contract Act 1872 and Consumer Protection Act 2019 India and may not be enforceable in all circumstances. A qualified Indian attorney must confirm before signing. 17. TERMINATION 17.1 Either party may terminate this agreement for convenience with 30 days written notice. 17.2 DigiRocket Marketing Pvt Ltd may terminate immediately for non-payment of fees outstanding for more than 45 days. 17.3 Either party may terminate for material breach with 14 days written notice and a 14-day cure period. 17.4 On termination: 1. All outstanding Agency fees are immediately due. 2. DigiRocket Marketing Pvt Ltd will deliver all completed Deliverables and Creative Assets to FreshBrew Coffee Pvt Ltd within 7 days of the termination date. 3. FreshBrew Coffee Pvt Ltd must remove DigiRocket Marketing Pvt Ltd's access from all Platform Accounts within 7 days of the termination date. 18. GOVERNING LAW AND DISPUTES 18.1 Laws of Maharashtra India and the Consumer Protection Act 2019 govern this agreement. 18.2 Disputes proceed through direct negotiation then binding arbitration in Mumbai. SIGNATURE BLOCK: Note: Both parties must have this agreement reviewed by a qualified Indian attorney and tax advisor before signing. ASCI guidelines compliance, Consumer Protection Act 2019 outcome disclaimer compliance, DPDP Act 2023 for campaign audience data, Meta Business Manager terms of service, Copyright Act 1957 IP ownership, GST on Agency fees, TDS obligations, non- solicitation enforceability, and limitation of liability must all be confirmed before this engagement commences. DigiRocket Marketing Pvt Ltd (Agency) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ FreshBrew Coffee Pvt Ltd (Client) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ -------------------------------------------------- This Marketing Agency Agreement draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal or financial advice. Marketing services do NOT guarantee specific results or outcomes. Always have this document reviewed by a qualified attorney before either party signs. --------------------------------------------------