-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL OR FINANCIAL ADVICE IMPORTANT: PressFirst Communications Pvt Ltd does NOT guarantee any media coverage, press placements, article publications, or broadcast segments from any PR activity. All editorial decisions belong exclusively to journalists and editors and are entirely outside the Agency's control. This document is a structured preparation draft only. Defamation law under the Indian Penal Code 1860 and applicable case law governing press release content and factual accuracy obligations, ASCI Advertising Standards Council of India guidelines where applicable to sponsored or promoted content, Digital Personal Data Protection Act 2023 India compliance for managing journalist contact databases, IT Act 2000 compliance for digital press release distribution, GST registration and invoicing obligations under the CGST Act 2017 on retainer fees, income tax treatment of PR retainer income under the Income Tax Act 1961, 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. -------------------------------------------------- PR AGENCY RETAINER AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: PRA-2026-001 Date of Preparation: June 1 2026 AGENCY: PressFirst Communications Pvt Ltd Mumbai Maharashtra India Email: [agency email] CLIENT: CloudNova Technologies Pvt Ltd Mumbai Maharashtra India Email: [client email] 1. RECITALS 1.1 PressFirst Communications Pvt Ltd is a B2B and technology PR agency based in Mumbai Maharashtra India with established media relationships across India's leading technology, business, and enterprise software press. 1.2 CloudNova Technologies Pvt Ltd is an enterprise cloud software company based in Mumbai India seeking professional PR and earned media relations services to build brand awareness and secure media coverage in Indian technology and business publications. 1.3 Both parties confirm their mutual intent to document this PR retainer on the terms of this agreement. 2. DEFINITIONS 2.1 Agency: PressFirst Communications Pvt Ltd. 2.2 Client: CloudNova Technologies Pvt Ltd. 2.3 Services: The PR services described in Section 4. 2.4 Retainer: The monthly fee arrangement described in Section 17. 2.5 Media Materials: All press releases, media pitches, spokespersons briefs, holding statements, and written communications produced by the Agency. 2.6 Embargo: A time restriction imposed by the Client prohibiting disclosure of specific information before an agreed date as described in Section 7. 2.7 Media Coverage: Any article, broadcast segment, online post, or editorial mention of CloudNova Technologies Pvt Ltd secured as a result of PR activity. 2.8 Crisis Communications: The strategic communications services described in Section 8. 2.9 Spokesperson: Any CloudNova Technologies Pvt Ltd director, executive, or designated representative trained or briefed to engage with media. 2.10 Media Monitoring: The coverage tracking and reporting service described in Section 10. 2.11 Confidential Information: All Client business strategy, product roadmap, embargoed announcements, and sensitive commercial information. 2.12 Governing Law: Laws of Maharashtra India. 2.13 Effective Date: The date both parties sign this agreement. 3. SCOPE OF PR SERVICES 3.1 PressFirst Communications Pvt Ltd will provide the following Services to CloudNova Technologies Pvt Ltd during the retainer: 1. Press release writing and distribution of up to 2 press releases per month covering CloudNova Technologies Pvt Ltd's product launches, business milestones, partnerships, and industry commentary, subject to Client approval before distribution. 2. Proactive journalist and editor pitching to target Indian technology and business media including Economic Times, Business Standard, Mint, YourStory, Inc42, and equivalent publications. 3. Quarterly media briefings coordinating one-on-one sessions between CloudNova Technologies Pvt Ltd spokespeople and targeted journalists, subject to journalist availability. 4. Weekly media monitoring and a monthly coverage report as described in Section 10. 5. Crisis communications services on retainer as described in Section 8. 6. Two spokesperson coaching sessions per year covering media interview technique and messaging preparation. 3.2 The following services are NOT included: 1. Paid advertising or sponsored content placement. 2. Social media management or content creation. 3. Event management. 4. Investor relations communications. 5. Any service not listed in Section 3.1. 4. CLIENT APPROVAL OF MEDIA MATERIALS 4.1 PressFirst Communications Pvt Ltd will submit all press releases, media pitches, spokesperson briefs, and holding statements to CloudNova Technologies Pvt Ltd for written approval via email at least 2 business days before any distribution or pitching to media contacts. 4.2 CloudNova Technologies Pvt Ltd must respond with written approval, revision requests, or rejection within 2 business days of submission. 4.3 If CloudNova Technologies Pvt Ltd does not respond within 2 business days, PressFirst Communications Pvt Ltd may treat the submission as approved and proceed with distribution or pitching. 4.4 Once CloudNova Technologies Pvt Ltd approves Media Materials in writing, PressFirst Communications Pvt Ltd is not responsible for factual errors, misleading product claims, defamatory statements, or regulatory compliance issues that CloudNova Technologies Pvt Ltd should have identified during the approval review. 4.5 Note: Factual accuracy obligations for press release content under Indian defamation law and ASCI guidelines where applicable to promotional content must be confirmed with a qualified Indian attorney. 5. NO MEDIA PLACEMENT GUARANTEE 5.1 PressFirst Communications Pvt Ltd makes absolutely no guarantee, warranty, or representation that any press release, story pitch, media briefing, journalist interview, or any other PR activity will result in any media coverage, published article, online feature, broadcast segment, or any other placement in any Indian or international media outlet. 5.2 All editorial decisions including whether to publish, broadcast, or feature any CloudNova Technologies Pvt Ltd story belong exclusively to journalists, editors, and media organizations. These decisions are entirely outside PressFirst Communications Pvt Ltd's control. 5.3 PressFirst Communications Pvt Ltd's obligation under this agreement is to prepare high-quality, accurate, and professionally crafted Media Materials and to pitch them proactively to relevant and targeted media contacts on CloudNova Technologies Pvt Ltd's behalf. 5.4 The absence of media placements in any given month does not constitute a breach of this agreement, does not entitle CloudNova Technologies Pvt Ltd to any reduction in the monthly Retainer fee, and does not entitle CloudNova Technologies Pvt Ltd to any refund of fees paid. 5.5 Note: The no-placement guarantee disclaimer must comply with the Consumer Protection Act 2019 India. A qualified Indian attorney must confirm its enforceability before this agreement is signed. 6. EMBARGO MANAGEMENT 6.1 Where CloudNova Technologies Pvt Ltd provides information under embargo, PressFirst Communications Pvt Ltd will treat all embargoed information as strictly confidential and will not share any embargoed details with any media contact, journalist, or third party before the agreed embargo lift date and time. 6.2 CloudNova Technologies Pvt Ltd must designate information as embargoed in writing at the time of providing it to PressFirst Communications Pvt Ltd, stating the embargo lift date and time clearly. 6.3 PressFirst Communications Pvt Ltd is not liable for any embargo breach caused by CloudNova Technologies Pvt Ltd's own communications, a third party outside the Agency's control, or a media contact who independently discovers the information. 7. CRISIS COMMUNICATIONS 7.1 Crisis communications services are included in this retainer. PressFirst Communications Pvt Ltd will provide the following crisis communications support: 1. Crisis strategy development and scenario planning. 2. Holding statement and media response drafting within 4 hours of a declared crisis situation during normal business hours. 3. Media enquiry management during a crisis period. 4. Spokesperson briefing for crisis media engagement. 7.2 All crisis Media Materials must be approved by CloudNova Technologies Pvt Ltd in writing before release except in time-critical situations where a pre-agreed approval protocol has been established in writing between the parties. 7.3 Note: Crisis communications content must comply with Indian defamation law under the Indian Penal Code 1860 and applicable regulatory disclosure obligations for listed or regulated companies. A qualified Indian attorney must confirm before any crisis communication is released. 8. SPOKESPERSON AND MEDIA TRAINING 8.1 Two spokesperson coaching sessions per year are included in this retainer. Each session will be approximately 2 hours in duration via video call or in person in Mumbai. 8.2 Spokesperson coaching covers media interview technique, key message development and delivery, and handling difficult journalist questions. 8.3 Spokesperson coaching is a preparation service. PressFirst Communications Pvt Ltd does not guarantee specific media interview performance outcomes. 9. MEDIA MONITORING AND REPORTING 9.1 PressFirst Communications Pvt Ltd will provide the following media monitoring and reporting Services: 1. Weekly media scan covering mentions of CloudNova Technologies Pvt Ltd in major Indian technology and business publications delivered by email. 2. Monthly coverage report within 7 days of each month end covering all confirmed media coverage secured, total pitches made, publications targeted, and share of voice estimate where measurable. 9.2 Coverage data is sourced from media monitoring tools and publicly available sources. PressFirst Communications Pvt Ltd does not warrant the completeness of monitoring results as some coverage in regional or paywalled publications may not be captured. 10. MEDIA CONTACT DATABASE 10.1 PressFirst Communications Pvt Ltd's media contact database including journalist names, contact details, editorial preferences, and relationship notes is the Agency's proprietary asset and is not transferred to CloudNova Technologies Pvt Ltd on termination. 10.2 CloudNova Technologies Pvt Ltd will not attempt to replicate, commercially use, or extract PressFirst Communications Pvt Ltd's media contact database during or after this engagement. 10.3 Note: DPDP Act 2023 India compliance for maintaining journalist personal contact data in a media database and any applicable consent requirements for contacting journalists must be confirmed with a qualified Indian attorney. 11. INTELLECTUAL PROPERTY AND DELIVERABLES 11.1 All press releases, media pitches, spokesperson briefs, holding statements, and written Media Materials produced specifically by PressFirst Communications Pvt Ltd for CloudNova Technologies Pvt Ltd transfer to CloudNova Technologies Pvt Ltd as the Client's property on full payment of all outstanding fees under the Copyright Act 1957 India. 11.2 PressFirst Communications Pvt Ltd retains all intellectual property in its PR methodology, media contact database, pitch frameworks, crisis playbooks, and internal processes. 11.3 CloudNova Technologies Pvt Ltd receives no rights in PressFirst Communications Pvt Ltd's Background IP. 12. CONFIDENTIALITY 12.1 PressFirst Communications Pvt Ltd will keep all CloudNova Technologies Pvt Ltd's business strategy, product roadmap, embargoed announcements, pricing, client information, and crisis communications strategy strictly confidential during the retainer and for 3 years after termination. 12.2 CloudNova Technologies Pvt Ltd will keep PressFirst Communications Pvt Ltd's media contact relationships, PR methodology, pricing, and proprietary processes confidential. 12.3 Exceptions apply where disclosure is required by applicable Indian law or court order. 13. DEFAMATION AND CONTENT ACCURACY 13.1 CloudNova Technologies Pvt Ltd is responsible for the factual accuracy of all information provided to PressFirst Communications Pvt Ltd for inclusion in press releases and Media Materials including all product capability claims, financial data, and third-party references. 13.2 PressFirst Communications Pvt Ltd will flag any content it reasonably believes may raise defamation or reputational risk concerns but CloudNova Technologies Pvt Ltd bears ultimate legal responsibility for the accuracy of all approved Media Materials. 13.3 Note: Indian defamation law under the Indian Penal Code 1860 Sections 499 and 500 and applicable civil defamation remedies must be confirmed with a qualified Indian attorney before any press release is distributed. 14. DATA PROTECTION AND PRIVACY 14.1 PressFirst Communications Pvt Ltd will manage its journalist media contact database in accordance with the Digital Personal Data Protection Act 2023 India. 14.2 Any personal data of CloudNova Technologies Pvt Ltd's spokespeople or executives shared with PressFirst Communications Pvt Ltd for media training or spokesperson briefing will be handled in accordance with DPDP Act 2023 and not shared with third parties except as required for delivering the Services. 15. NON-SOLICITATION 15.1 During this retainer and for 12 months after termination CloudNova Technologies Pvt Ltd agrees not to directly solicit or hire any PressFirst Communications Pvt Ltd employee or contractor who worked on this engagement without prior written consent. 15.2 During this retainer and for 12 months after termination PressFirst Communications Pvt Ltd agrees not to directly solicit CloudNova Technologies Pvt Ltd's key marketing or communications personnel. 15.3 Note: Non-solicitation clause enforceability under the Indian Contract Act 1872 and applicable restraint of trade principles must be confirmed with a qualified Indian attorney. 16. FEES AND PAYMENT 16.1 CloudNova Technologies Pvt Ltd will pay PressFirst Communications Pvt Ltd a monthly retainer of INR 75,000 covering all Services in Section 3.1. 16.2 The retainer is payable on the 1st of each month by NEFT to PressFirst Communications Pvt Ltd's nominated bank account. 16.3 PressFirst Communications Pvt Ltd will issue a GST-compliant tax invoice on the 1st of each month. 16.4 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. 16.5 PressFirst Communications Pvt Ltd may suspend Services if any invoice remains unpaid for 30 days. 16.6 Note: GST registration obligations under the CGST Act 2017 on PR retainer fees, income tax treatment of PR agency retainer income, and TDS deduction obligations on professional fees must be confirmed with a qualified Indian tax advisor. 17. EXPENSES AND THIRD PARTY COSTS 17.1 Out-of-pocket expenses including press wire distribution fees, media monitoring tool costs, print media clipping services, and journalist meeting travel costs incurred on behalf of CloudNova Technologies Pvt Ltd will be charged at actual cost with receipts. 17.2 For any single expense exceeding INR 5,000 PressFirst Communications Pvt Ltd will seek CloudNova Technologies Pvt Ltd's prior written approval. 18. LIMITATION OF LIABILITY 18.1 PressFirst Communications Pvt Ltd's total liability to CloudNova Technologies Pvt Ltd for any claim arising from the Services is limited to the total retainer fees paid in the 12 months immediately preceding the event giving rise to the claim. 18.2 PressFirst Communications Pvt Ltd is not liable for any indirect, consequential, reputational, or lost revenue claims arising from the Services or any Media Material. 18.3 Note: Limitation of liability clauses in PR retainer agreements must comply with the Consumer Protection Act 2019 India and the Indian Contract Act 1872 and may not be enforceable in all circumstances. A qualified attorney must confirm. 19. TERMINATION 19.1 Either party may terminate this retainer for convenience with 30 days written notice. 19.2 PressFirst Communications Pvt Ltd may terminate immediately for non- payment outstanding for more than 45 days. 19.3 Either party may terminate for material breach with 14 days written notice and a 14-day cure period. 19.4 On termination: 1. All outstanding retainer fees are immediately due. 2. PressFirst Communications Pvt Ltd will deliver all completed and approved Media Materials to CloudNova Technologies Pvt Ltd within 7 days. 3. PressFirst Communications Pvt Ltd will provide a handover summary of active media relationships and ongoing pitch status within 7 days to facilitate transition to a successor agency. 20. GOVERNING LAW AND DISPUTES 20.1 Laws of Maharashtra India and the Consumer Protection Act 2019 govern this agreement. 20.2 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. Indian defamation law for press release content, Consumer Protection Act 2019 no-placement disclaimer compliance, DPDP Act 2023 journalist database and spokesperson data compliance, ASCI guidelines where applicable, Copyright Act 1957 IP ownership, GST on retainer fees, income tax and TDS obligations, and non-solicitation enforceability must all be confirmed before this engagement commences. PressFirst Communications Pvt Ltd (Agency) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ CloudNova Technologies Pvt Ltd (Client) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ -------------------------------------------------- This PR Agency Retainer 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. PR services do NOT guarantee specific media placements or coverage outcomes. Editorial decisions belong to journalists and editors. Always have this document reviewed by a qualified attorney before either party signs. --------------------------------------------------