-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL OR FINANCIAL ADVICE IMPORTANT: SocialSpark Media Pvt Ltd does NOT guarantee specific Instagram or Facebook follower growth, engagement rates, reach figures, viral content, sales conversions, or any specific social media metric for GlowUp Cosmetics Pvt Ltd. Social media results depend on platform algorithms, content quality, market conditions, and competitor activity outside the Manager's control. This document is a structured preparation draft only. ASCI Advertising Standards Council of India guidelines for beauty and skincare product claims in social media content, Consumer Protection Act 2019 India compliance for social media marketing outcome representations, Digital Personal Data Protection Act 2023 India compliance for processing Instagram and Facebook audience and customer data, Copyright Act 1957 India ownership of social media content and graphics as original artistic works, Meta platform Business Manager terms of service governing Agency access to Client accounts, GST registration and invoicing obligations under the CGST Act 2017 on social media management fees, income tax treatment of management 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. -------------------------------------------------- SOCIAL MEDIA MANAGEMENT CONTRACT — DRAFT FOR ATTORNEY REVIEW Document Ref: SMM-2026-001 Date of Preparation: June 1 2026 MANAGER: SocialSpark Media Pvt Ltd Mumbai Maharashtra India Email: [manager email] CLIENT: GlowUp Cosmetics Pvt Ltd Mumbai Maharashtra India Email: [client email] 1. RECITALS 1.1 SocialSpark Media Pvt Ltd is a lifestyle and beauty brand social media agency based in Mumbai Maharashtra India with expertise in Instagram and Facebook content creation, community management, and organic growth strategy for Indian D2C beauty and skincare brands. 1.2 GlowUp Cosmetics Pvt Ltd is an Indian D2C beauty and skincare brand based in Mumbai India seeking professional organic social media management across Instagram and Facebook to build brand awareness and audience engagement. 1.3 Both parties confirm their mutual intent to document this social media management engagement on the terms of this agreement. 2. DEFINITIONS 2.1 Manager: SocialSpark Media Pvt Ltd. 2.2 Client: GlowUp Cosmetics Pvt Ltd. 2.3 Services: The organic social media management services described in Section 4. 2.4 Platforms: Instagram and Facebook, the agreed social media platforms managed under this agreement. 2.5 Content: All graphics, copy, Reels, Stories, and posts created by the Manager for publication on the Platforms. 2.6 Content Calendar: The monthly schedule of planned posts and content submitted by the Manager to the Client for approval as described in Section 5. 2.7 Community Management: Responding to comments, direct messages, and mentions on the Platforms as described in Section 8. 2.8 Brand Voice: GlowUp Cosmetics Pvt Ltd's approved tone, messaging style, and visual identity guidelines used by the Manager in all Content creation. 2.9 Analytics Report: The monthly performance report described in Section 4. 2.10 Platform Accounts: GlowUp Cosmetics Pvt Ltd's official Instagram and Facebook business accounts managed under this agreement. 2.11 Confidential Information: All GlowUp Cosmetics Pvt Ltd's business strategy, product launch plans, campaign data, and audience information. 2.12 Governing Law: Laws of Maharashtra India. 2.13 Effective Date: The date both parties sign this agreement. 3. SCOPE OF SERVICES 3.1 SocialSpark Media Pvt Ltd will provide the following organic social media management Services to GlowUp Cosmetics Pvt Ltd: 1. Instagram account management including 20 feed posts per month covering product posts, lifestyle content, brand storytelling, and user-generated content reshares. 2. Facebook page management including 20 posts per month aligned with the Instagram content calendar. 3. 4 Instagram Reels per month covering product demonstrations, brand lifestyle, and trending audio content. 4. Daily Instagram Stories covering product highlights, polls, Q&A stickers, and behind-the-scenes content. 5. Community management on both platforms during business hours as described in Section 8. 6. Monthly analytics report as described in Section 4.1.6. 3.2 The following are NOT included in this agreement: 1. Paid Meta Ads or Facebook Ads management. 2. Influencer identification, contracting, or payment. 3. YouTube, Pinterest, or any platform not listed above. 4. Website management or blog content. 5. Photography or videography production. 6. Any service not listed in Section 3.1. 4. CONTENT CALENDAR AND POSTING SCHEDULE 4.1 SocialSpark Media Pvt Ltd will submit the monthly Content Calendar to GlowUp Cosmetics Pvt Ltd for approval at least 7 days before the first scheduled posting date of each month. 4.2 The Content Calendar will show each planned post, the platform, the scheduled date and time, caption copy, hashtag set, and content type. 4.3 On receiving written approval SocialSpark Media Pvt Ltd will schedule all approved Content using Meta Business Suite or an agreed scheduling tool. 5. CONTENT CREATION SCOPE 5.1 SocialSpark Media Pvt Ltd will create the following Content for GlowUp Cosmetics Pvt Ltd each month: 1. Graphic design for all feed posts using GlowUp Cosmetics Pvt Ltd's approved brand assets and colour palette. 2. Caption copy for all posts in approved Brand Voice. 3. Hashtag research and set per post. 4. Instagram Reels video editing using footage or photography provided by the Client. 5. Instagram Stories graphics and interactive content. 5.2 GlowUp Cosmetics Pvt Ltd must provide the following to SocialSpark Media Pvt Ltd on a monthly basis: 1. High-resolution product photography for new product launches or seasonal campaigns. 2. Updated brand guidelines and any campaign briefs for the month. 3. Any raw video footage for Reels editing at least 10 days before the scheduled Reel posting date. 5.3 SocialSpark Media Pvt Ltd will produce all Content in accordance with GlowUp Cosmetics Pvt Ltd's approved Brand Voice guidelines. 6. CONTENT APPROVAL PROCESS 6.1 SocialSpark Media Pvt Ltd will submit the monthly Content Calendar and all Content to GlowUp Cosmetics Pvt Ltd for written approval via email or agreed project management tool at least 7 days before the first scheduled posting date. 6.2 GlowUp Cosmetics Pvt Ltd must respond with written approval, revision requests, or rejection within 2 business days of submission. 6.3 Each monthly Content Calendar includes 3 rounds of revisions. Additional revision rounds beyond 3 will be charged at INR 2,500 per post affected. 6.4 If GlowUp Cosmetics Pvt Ltd does not respond within 2 business days of a content submission SocialSpark Media Pvt Ltd may treat the Content as approved and proceed with scheduling. 6.5 Once GlowUp Cosmetics Pvt Ltd provides written approval for any Content SocialSpark Media Pvt Ltd is not responsible for factual errors in product claims, ASCI compliance issues, or regulatory compliance problems that GlowUp Cosmetics Pvt Ltd should have identified during the approval review. 6.6 Note: Client approval obligations for beauty and skincare product claims under ASCI guidelines and the Consumer Protection Act 2019 India must be confirmed with a qualified Indian attorney. 7. COMMUNITY MANAGEMENT 7.1 SocialSpark Media Pvt Ltd will provide community management on Instagram and Facebook during business hours Monday to Saturday 9:00 AM to 6:00 PM IST covering: 1. Responding to public comments on posts using approved brand responses. 2. Acknowledging direct messages and routing product enquiries to GlowUp Cosmetics Pvt Ltd's customer service team. 3. Monitoring brand mentions and tagging relevant posts for the Client's review. 7.2 All sensitive customer complaints, product liability queries, legal enquiries, or potential crisis situations will be escalated to GlowUp Cosmetics Pvt Ltd's designated contact immediately for the Client's direct handling. 7.3 SocialSpark Media Pvt Ltd is not responsible for handling any legal complaints, consumer protection escalations, or regulatory enquiries on GlowUp Cosmetics Pvt Ltd's behalf. 8. NO RESULTS GUARANTEE 8.1 SocialSpark Media Pvt Ltd makes absolutely no guarantee, warranty, or representation of specific Instagram or Facebook follower growth numbers, engagement rate improvements, reach figures, viral content, lead generation results, product sales, or any specific social media metric during or from this engagement. 8.2 Social media results depend on factors outside SocialSpark Media Pvt Ltd's complete control including Instagram and Facebook algorithm changes, posting timing, content quality, seasonal trends, competitor activity, and the appeal of GlowUp Cosmetics Pvt Ltd's own products and pricing to the target audience. 8.3 Algorithm changes by Meta affecting organic reach or engagement on Instagram or Facebook may reduce performance metrics without any error or fault on the part of SocialSpark Media Pvt Ltd. 8.4 Note: No-results disclaimer compliance with the Consumer Protection Act 2019 India must be confirmed with a qualified Indian attorney before this agreement is signed. 9. PLATFORM ACCOUNTS AND DATA OWNERSHIP 9.1 GlowUp Cosmetics Pvt Ltd's Instagram and Facebook business accounts, account usernames, follower lists, audience data, post analytics, and all account data are and remain the sole property of GlowUp Cosmetics Pvt Ltd at all times. 9.2 SocialSpark Media Pvt Ltd will access and manage GlowUp Cosmetics Pvt Ltd's Instagram and Facebook accounts through Meta Business Suite using designated agency access only. SocialSpark Media Pvt Ltd will not hold GlowUp Cosmetics Pvt Ltd's account passwords. 9.3 SocialSpark Media Pvt Ltd will not post on any social media account of GlowUp Cosmetics Pvt Ltd not explicitly covered in this agreement and will not grant access to any third party without GlowUp Cosmetics Pvt Ltd's prior written consent. 9.4 Note: Meta Business Manager terms of service governing agency access to Client accounts and DPDP Act 2023 India compliance for processing Instagram and Facebook audience data must be confirmed with a qualified Indian attorney. 10. INTELLECTUAL PROPERTY 10.1 All original graphics, caption copy, Reels edits, and visual Content created specifically by SocialSpark Media Pvt Ltd for GlowUp Cosmetics Pvt Ltd under this agreement transfer to GlowUp Cosmetics Pvt Ltd as the Client's property on full payment of all outstanding fees under the Copyright Act 1957 India. 10.2 SocialSpark Media Pvt Ltd retains all intellectual property in its pre-existing design templates, content frameworks, caption writing processes, and internal creative tools. 10.3 GlowUp Cosmetics Pvt Ltd receives a non-exclusive license to use SocialSpark Media Pvt Ltd's Background IP embedded in delivered Content for GlowUp Cosmetics Pvt Ltd's own social media use. 10.4 Note: Copyright Act 1957 India assignment of original artistic and literary works created for social media and the timing of IP transfer on full payment must be confirmed with a qualified Indian IP attorney. 11. THIRD PARTY CONTENT AND LICENSING 11.1 Where SocialSpark Media Pvt Ltd uses stock images or licensed music in Content these will be sourced from platforms with appropriate commercial or social media use licenses including Meta's licensed audio library for Reels. 11.2 GlowUp Cosmetics Pvt Ltd is responsible for ensuring ongoing license compliance for any licensed content after this engagement ends. 11.3 Note: Stock image license obligations under the Copyright Act 1957 India and Meta's music licensing terms for Instagram Reels must be confirmed with a qualified Indian attorney. 12. CONFIDENTIALITY 12.1 SocialSpark Media Pvt Ltd will keep all GlowUp Cosmetics Pvt Ltd's business strategy, product launch plans, campaign data, audience insights, and Confidential Information strictly confidential during the engagement and for 2 years after termination. 12.2 GlowUp Cosmetics Pvt Ltd will keep SocialSpark Media Pvt Ltd's content methodologies, pricing, and proprietary frameworks confidential. 13. DATA PROTECTION AND PRIVACY 13.1 SocialSpark Media Pvt Ltd will process any GlowUp Cosmetics Pvt Ltd customer or audience data accessed through Meta Business Suite only in accordance with the Digital Personal Data Protection Act 2023 India and GlowUp Cosmetics Pvt Ltd's written instructions. 13.2 GlowUp Cosmetics Pvt Ltd is the data principal for its audience and customer data. SocialSpark Media Pvt Ltd acts as a data fiduciary only to the extent required to deliver the Services. 13.3 Note: DPDP Act 2023 India compliance for social media agencies processing client audience data and Meta platform data processing terms must be confirmed with a qualified Indian attorney. 14. ADVERTISING STANDARDS COMPLIANCE 14.1 SocialSpark Media Pvt Ltd will produce all Content aiming to comply with ASCI guidelines and Meta platform community standards. 14.2 GlowUp Cosmetics Pvt Ltd is responsible for ensuring all skincare product efficacy claims, ingredient claims, and promotional offer terms in approved Content are accurate and ASCI compliant. 14.3 SocialSpark Media Pvt Ltd will flag Content it reasonably believes may breach ASCI guidelines but GlowUp Cosmetics Pvt Ltd bears ultimate responsibility for approved Content. 14.4 Note: ASCI guidelines for beauty and healthcare product claims on social media, Consumer Protection Act 2019 India endorsement and influencer marketing guidelines, and applicable Drug and Cosmetics Act claims restrictions for skincare brands must be confirmed with a qualified Indian attorney. 15. NON-SOLICITATION 15.1 During this engagement and for 12 months after termination GlowUp Cosmetics Pvt Ltd agrees not to directly solicit or hire any SocialSpark Media Pvt Ltd employee or contractor who worked on this account without prior written consent. 15.2 During this engagement and for 12 months after termination SocialSpark Media Pvt Ltd agrees not to directly solicit GlowUp Cosmetics Pvt Ltd's key marketing personnel. 15.3 Note: Non-solicitation 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 GlowUp Cosmetics Pvt Ltd will pay SocialSpark Media Pvt Ltd a monthly retainer of INR 45,000 covering all Services in Section 3.1. 16.2 The retainer is payable on the 1st of each month by NEFT to SocialSpark Media Pvt Ltd's nominated bank account. 16.3 SocialSpark Media 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. 16.5 SocialSpark Media Pvt Ltd may suspend Services if any invoice remains unpaid for 30 days. 16.6 Additional Content beyond the agreed monthly scope will be invoiced at INR 2,500 per post. 16.7 Note: GST registration obligations under the CGST Act 2017 on social media management service fees, income tax treatment of retainer income under the Income Tax Act 1961, and TDS deduction obligations on professional fees must be confirmed with a qualified Indian tax advisor. 17. LIMITATION OF LIABILITY 17.1 SocialSpark Media Pvt Ltd's total liability to GlowUp Cosmetics Pvt Ltd for any claim is limited to total retainer fees paid in the 12 months preceding the event giving rise to the claim. 17.2 SocialSpark Media Pvt Ltd is not liable for indirect, consequential, reputational, or lost sales claims. 17.3 Note: Limitation of liability must comply with the Consumer Protection Act 2019 India and Indian Contract Act 1872. A qualified attorney must confirm. 18. TERM AND RENEWAL 18.1 This agreement covers an initial 12-month term from the Effective Date. 18.2 The agreement renews automatically for successive 12-month periods unless either party gives 30 days written notice of non-renewal before the current term ends. 19. TERMINATION 19.1 Either party may terminate for convenience with 30 days written notice. 19.2 SocialSpark Media 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 14-day cure period. 19.4 On termination: 1. All outstanding fees are immediately due. 2. SocialSpark Media Pvt Ltd will deliver all completed Content files and graphics to GlowUp Cosmetics Pvt Ltd within 7 days. 3. GlowUp Cosmetics Pvt Ltd must remove SocialSpark Media Pvt Ltd's Meta Business Suite access within 7 days of the termination date. 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. ASCI beauty product claims compliance, Consumer Protection Act 2019 no-results disclaimer compliance, DPDP Act 2023 audience data obligations, Meta Business Manager terms of service, Copyright Act 1957 IP ownership, GST on management fees, income tax and TDS obligations, non-solicitation enforceability, and limitation of liability must all be confirmed before this engagement commences. SocialSpark Media Pvt Ltd (Manager) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ GlowUp Cosmetics Pvt Ltd (Client) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ -------------------------------------------------- This Social Media Management Contract draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal or financial advice. Social media management does NOT guarantee follower growth, engagement rates, or sales results. Always have this document reviewed by a qualified attorney before either party signs. --------------------------------------------------