-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL OR FINANCIAL ADVICE IMPORTANT: HydraWave Sports Pvt Ltd makes NO guarantee of specific product sales, revenue growth, or commercial results from Aryan Sharma's endorsement. Commercial outcomes depend on market conditions, consumer preferences, distribution, and factors entirely outside either party's control. This document is a structured preparation draft only. ASCI Advertising Standards Council of India guidelines for celebrity endorsement disclosures and health and nutrition product claims in advertising, BCCI and IPL commercial endorsement regulations applicable to contracted cricketers including any restrictions on beverage and nutrition product endorsements, Consumer Protection Act 2019 India compliance for celebrity endorsement liability and outcome representations, Digital Personal Data Protection Act 2023 India compliance for processing Aryan Sharma's name image and likeness and personal data in advertising materials, income tax treatment of endorsement fee income under the Income Tax Act 1961 India including TDS deduction obligations, GST on royalty payments and endorsement services under the CGST Act 2017, and morality clause and kill clause enforceability under the Indian Contract Act 1872 must all be confirmed with a qualified Indian attorney and tax advisor before this agreement is signed. -------------------------------------------------- SPORTS ENDORSEMENT CONTRACT — DRAFT FOR ATTORNEY REVIEW Document Ref: SEC-2026-001 Date of Preparation: June 1 2026 BRAND: HydraWave Sports Pvt Ltd Mumbai Maharashtra India Email: [brand email] ATHLETE: Aryan Sharma Professional Cricketer Mumbai Maharashtra India Email: [athlete email] 1. RECITALS 1.1 HydraWave Sports Pvt Ltd is an Indian sports hydration and nutrition brand based in Mumbai Maharashtra India marketing electrolyte drinks and protein bars to Indian sports and fitness consumers. 1.2 Aryan Sharma is a professional cricketer based in Mumbai India currently competing in the IPL and as an India A squad member with significant national public profile among Indian cricket fans. 1.3 Both parties confirm their mutual intent to document this sports endorsement engagement on the terms of this agreement. 2. DEFINITIONS 2.1 Brand: HydraWave Sports Pvt Ltd. 2.2 Athlete: Aryan Sharma. 2.3 Endorsed Products: The HydraWave electrolyte drink range and protein bar range as agreed between the parties. 2.4 Territory: India including all states and union territories. 2.5 Term: The 2-year period from the Effective Date as described in Section 22. 2.6 Licensed Materials: All advertising, marketing, digital, social media, broadcast, and promotional content produced by or for the Brand featuring Aryan Sharma's NIL Rights under this agreement. 2.7 Royalty: The 3 percent payment on net sales of Aryan Sharma branded SKUs as described in Section 12. 2.8 Morality Clause: The provision described in Section 8 entitling the Brand to suspend or terminate this agreement on defined conduct events. 2.9 Kill Clause: The provision described in Section 9 entitling the Brand to terminate without penalty on defined triggering events. 2.10 Exclusivity Category: Sports hydration drinks, electrolyte beverages, and protein bars as described in Section 5. 2.11 Social Media Posts: The Instagram and X posts required from Aryan Sharma under Section 7. 2.12 NIL Rights: Aryan Sharma's name, image, photograph, likeness, signature, voice, and biographical information as granted to the Brand under this agreement. 2.13 Governing Law: Laws of Maharashtra India. 2.14 Effective Date: The date both parties sign this agreement. 3. ENDORSEMENT SCOPE AND LICENSED RIGHTS 3.1 Aryan Sharma agrees to endorse the following HydraWave Sports Pvt Ltd Endorsed Products: 1. The complete HydraWave electrolyte drink range including all current and future flavors launched during the Term. 2. The HydraWave protein bar range including all current and future variants launched during the Term. 3.2 HydraWave Sports Pvt Ltd is granted the following rights to use Aryan Sharma's NIL Rights in Licensed Materials during the Term in the Territory: 1. Television and digital video advertising including OTT platforms and YouTube. 2. Digital and social media advertising including Meta, Instagram, X, and digital display. 3. Print advertising including magazines, newspapers, and trade publications. 4. Out of home advertising including billboards, transit advertising, and retail signage. 5. Point of sale materials including in-store displays, shelf talkers, and packaging featuring Aryan Sharma's endorsement. 6. Brand website and e-commerce platforms. 3.3 The following uses are NOT permitted under this agreement: 1. Use of Aryan Sharma's NIL Rights outside India. 2. Use of Aryan Sharma's NIL Rights for any products other than the Endorsed Products. 3. Any digital alteration of Aryan Sharma's image that materially misrepresents his appearance without his written consent. 4. Use of Aryan Sharma's NIL Rights after expiry or termination of this agreement. 3.4 Note: ASCI Advertising Standards Council of India guidelines governing celebrity endorsement content, BCCI and IPL regulations governing IPL contracted cricketers' commercial endorsements, and Consumer Protection Act 2019 India endorsement liability provisions must be confirmed with a qualified Indian attorney before any Licensed Materials are produced. 4. EXCLUSIVITY 4.1 During the Term Aryan Sharma agrees not to endorse, appear in advertising for, or commercially associate himself with any product or brand in the Exclusivity Category being sports hydration drinks, electrolyte beverages, protein bars, and functional nutrition drinks in India. 4.2 The following are specifically excluded from this exclusivity and Aryan Sharma may continue to endorse or use them: 1. General food and beverage products not in the Exclusivity Category. 2. Any existing agreements in place before the Effective Date as specifically disclosed in writing by Aryan Sharma to HydraWave Sports Pvt Ltd before signing. 4.3 Aryan Sharma may continue to endorse cricket equipment, apparel, financial products, telecommunications, and other consumer product categories not in the Exclusivity Category. 4.4 Note: Exclusivity provisions must comply with the Indian Contract Act 1872 and applicable competition law. A qualified Indian attorney must confirm enforceability before signing. 5. ATHLETE APPROVAL RIGHTS 5.1 HydraWave Sports Pvt Ltd will submit all Licensed Materials including final TVC edits, print layouts, digital creatives, and campaign assets to Aryan Sharma for written approval before publication or broadcast. 5.2 Aryan Sharma must respond with written approval, revision requests, or rejection within 5 business days of submission. If Aryan Sharma does not respond within 5 business days the Licensed Material is deemed approved. 5.3 Approval must not be unreasonably withheld. Approval may be withheld if Licensed Materials contain factually inaccurate claims, materially misrepresent Aryan Sharma's appearance, or are inconsistent with this agreement. 5.4 Note: ASCI celebrity endorsement guidelines require endorsers to have used the product and satisfied themselves of its claims before approval. Aryan Sharma should confirm this with a qualified Indian attorney. 6. SOCIAL MEDIA OBLIGATIONS 6.1 Aryan Sharma agrees to publish the following sponsored social media content each month during the Term: 1. 4 Instagram posts per month featuring HydraWave Endorsed Products with the agreed HydraWave brand tag and the ASCI-required disclosure hashtag such as #Ad or #Sponsored. 2. 2 X posts per month featuring HydraWave content with the agreed brand tag and required disclosure. 6.2 All social media content featuring HydraWave Endorsed Products must be submitted to HydraWave Sports Pvt Ltd for written approval at least 2 business days before the scheduled posting date. 6.3 HydraWave Sports Pvt Ltd must approve or request revisions within 2 business days of submission. If no response is received within 2 business days the content is deemed approved. 6.4 Aryan Sharma must not make any product efficacy claims in social media content beyond those approved by HydraWave Sports Pvt Ltd. 6.5 Note: ASCI guidelines for social media influencer and celebrity endorsement disclosure obligations and Consumer Protection Act 2019 India guidelines on endorsements must be confirmed with a qualified Indian attorney. Mandatory disclosure of paid nature of endorsement is required under ASCI guidelines. 7. ATHLETE CONDUCT AND MORALITY CLAUSE 7.1 Aryan Sharma agrees to maintain professional conduct and a public image consistent with the values of HydraWave Sports Pvt Ltd as a sports nutrition and wellness brand during the Term. 7.2 HydraWave Sports Pvt Ltd may elect to immediately suspend all Licensed Materials and withhold further fee payments pending investigation, or terminate this agreement under Section 23, if any of the following events occur: 1. Aryan Sharma is convicted of a criminal offence. 2. Aryan Sharma receives a doping violation notice or suspension from BCCI, WADA, or any applicable anti-doping authority. 3. Aryan Sharma's public conduct is materially and demonstrably damaging to HydraWave Sports Pvt Ltd's brand reputation in the reasonable opinion of the Brand. 7.3 Note: Morality clause enforceability under the Indian Contract Act 1872 and Consumer Protection Act 2019 India must be confirmed with a qualified Indian attorney before this agreement is signed. 8. KILL CLAUSE 8.1 HydraWave Sports Pvt Ltd may terminate this agreement without penalty on 30 days written notice if any of the following Kill Clause events occur: 1. Aryan Sharma announces retirement from professional cricket. 2. Aryan Sharma sustains an injury or illness causing him to be inactive from professional cricket for more than 6 consecutive months. 3. Aryan Sharma receives a suspension or ban from the BCCI, IPL, or any cricket governing body for any period during the Term. 4. Aryan Sharma is formally investigated by a cricket governing body integrity unit for match-fixing or corruption. 8.2 If a Kill Clause event occurs HydraWave Sports Pvt Ltd will pay Aryan Sharma all base fees earned and accrued to the date of the Kill Clause notice. No further base fees are payable after the Kill Clause notice date. 8.3 Note: Kill clause enforceability under the Indian Contract Act 1872 and applicable employment analogy principles must be confirmed with a qualified Indian attorney. 9. NON-DISPARAGEMENT 9.1 During the Term and for 2 years after termination or expiry Aryan Sharma agrees not to publicly disparage, criticize, or make negative statements about HydraWave Sports Pvt Ltd, its Endorsed Products, its management, or its affiliated brands on any public platform including social media, print, broadcast, or online media. 9.2 During the Term HydraWave Sports Pvt Ltd agrees not to publicly disparage or make negative statements about Aryan Sharma. 9.3 Note: Non-disparagement clause enforceability and its interaction with freedom of speech principles under Indian law must be confirmed with a qualified Indian attorney. 10. COMPENSATION STRUCTURE 10.1 HydraWave Sports Pvt Ltd will pay Aryan Sharma a base endorsement fee of INR 40,00,000 per year of the Term payable as follows: 1. 50 percent being INR 20,00,000 within 14 days of the Effective Date. 2. 50 percent being INR 20,00,000 on the 6-month anniversary of the Effective Date. 10.2 Payments will be made by NEFT to Aryan Sharma's nominated bank account. 10.3 Note: Income tax treatment of celebrity endorsement fee income under the Income Tax Act 1961 India including applicable TDS deduction obligations on payments made to Aryan Sharma, GST registration and invoicing obligations under the CGST Act 2017 on endorsement service fees, and Aryan Sharma's obligation to issue a GST tax invoice must be confirmed with a qualified Indian tax advisor. 11. ROYALTIES AND ACCOUNTING 11.1 HydraWave Sports Pvt Ltd will pay Aryan Sharma a royalty of 3 percent of net sales of any HydraWave product SKU that prominently features Aryan Sharma's name or image on its packaging or branding. 11.2 Net sales means gross sales revenue of such SKUs less returns, trade discounts, and applicable GST collected. 11.3 HydraWave Sports Pvt Ltd will provide Aryan Sharma with a written quarterly royalty statement within 30 days of each calendar quarter end showing units sold, net sales value, and royalty amount due. 11.4 Royalty payments are due within 14 days of each quarterly royalty statement. 11.5 Aryan Sharma or his authorized accountant may audit HydraWave Sports Pvt Ltd's royalty records once per year with 30 days written notice. 11.6 Note: Income tax and GST treatment of royalty income under Indian law and TDS obligations on royalty payments must be confirmed with a qualified Indian tax advisor. 12. NAME IMAGE AND LIKENESS RIGHTS 12.1 Aryan Sharma grants HydraWave Sports Pvt Ltd the exclusive right to use his NIL Rights consisting of his name Aryan Sharma, photograph, image, likeness, signature, voice, and approved biographical information solely for the purposes of advertising and promoting the Endorsed Products in the Territory during the Term. 12.2 This NIL Rights grant is limited to India and to the Term of this agreement. HydraWave Sports Pvt Ltd receives no rights to use Aryan Sharma's NIL outside India or after the Term expires or this agreement is terminated. 12.3 HydraWave Sports Pvt Ltd may not sub-license Aryan Sharma's NIL Rights to any third party without Aryan Sharma's prior written consent. 12.4 Note: Image rights law in India under applicable intellectual property and personality rights principles, DPDP Act 2023 compliance for processing Aryan Sharma's personal data in advertising, and applicable BCCI image rights regulations for contracted cricketers must be confirmed with a qualified Indian attorney. 13. GOVERNING BODY COMPLIANCE 13.1 Aryan Sharma is solely responsible for ensuring this endorsement and all Licensed Materials comply with all applicable BCCI commercial endorsement guidelines, IPL franchise commercial activity regulations, and any applicable restrictions on beverage product endorsements by contracted cricketers. 13.2 HydraWave Sports Pvt Ltd will not knowingly request Aryan Sharma to participate in any endorsement activity that violates BCCI or IPL regulations. 13.3 Note: BCCI commercial endorsement regulations for IPL contracted cricketers, any central contract restrictions on individual endorsements, and applicable WADA anti-doping code implications for sports nutrition product endorsements must be confirmed with a qualified Indian sports law attorney before this agreement is signed. 14. ADVERTISING STANDARDS COMPLIANCE 14.1 All Licensed Materials will be produced by HydraWave Sports Pvt Ltd to comply with ASCI Advertising Code guidelines and applicable Consumer Protection Act 2019 India endorsement provisions. 14.2 HydraWave Sports Pvt Ltd bears primary responsibility for advertising standards compliance of all published Licensed Materials. 14.3 Aryan Sharma must not make any exaggerated, false, or misleading claims about HydraWave Endorsed Products beyond those approved in writing by HydraWave Sports Pvt Ltd. 14.4 Note: ASCI guidelines for health and nutrition product advertising claims, Consumer Protection Act 2019 India celebrity endorsement liability, and FSSAI food and beverage advertising regulations must be confirmed with a qualified Indian attorney. 15. CONFIDENTIALITY 15.1 Aryan Sharma will keep all compensation terms, royalty rates, business strategy, and Confidential Information of HydraWave Sports Pvt Ltd strictly confidential during the Term and for 3 years after expiry or termination. 15.2 HydraWave Sports Pvt Ltd will keep Aryan Sharma's personal financial information, medical information shared during the engagement, and deal terms confidential. 16. DATA PROTECTION AND PRIVACY 16.1 HydraWave Sports Pvt Ltd will process Aryan Sharma's personal data and NIL data only for the purposes of this endorsement engagement and in accordance with the Digital Personal Data Protection Act 2023 India and Aryan Sharma's instructions. 16.2 Aryan Sharma is the data principal for his own personal data. HydraWave Sports Pvt Ltd acts as a data fiduciary only to the extent required for producing and publishing Licensed Materials. 16.3 Note: DPDP Act 2023 India compliance for brands processing athlete personal and biometric data in advertising production and publication must be confirmed with a qualified Indian attorney. 17. NO GUARANTEED RESULTS DISCLAIMER 17.1 HydraWave Sports Pvt Ltd makes no guarantee, warranty, or representation of specific product sales volume, revenue growth, brand awareness metrics, or commercial results from Aryan Sharma's endorsement. 17.2 Endorsement outcomes depend on market conditions, distribution, consumer preferences, and factors outside both parties' control. 17.3 Note: No-results disclaimer compliance with the Consumer Protection Act 2019 India must be confirmed with a qualified Indian attorney. 18. INTELLECTUAL PROPERTY 18.1 All Licensed Materials created by or for HydraWave Sports Pvt Ltd using Aryan Sharma's NIL Rights during the Term are the property of HydraWave Sports Pvt Ltd subject to Aryan Sharma's approval rights in Section 5. 18.2 HydraWave Sports Pvt Ltd receives no rights in Aryan Sharma's NIL Rights beyond the Territory and Term of this agreement. On expiry or termination all NIL Rights revert exclusively to Aryan Sharma. 19. PRODUCTION AND EXPENSES 19.1 HydraWave Sports Pvt Ltd will cover all production costs for agreed photo shoots, TVC shoots, and campaign production including travel to agreed shoot locations, accommodation, styling, and production crew costs. 19.2 Aryan Sharma's travel to shoot locations will be arranged and funded by HydraWave Sports Pvt Ltd. 20. LIMITATION OF LIABILITY 20.1 HydraWave Sports Pvt Ltd's total liability to Aryan Sharma and Aryan Sharma's total liability to HydraWave Sports Pvt Ltd for any claim arising from this agreement is limited to the total base fees paid by HydraWave Sports Pvt Ltd under this agreement. 20.2 Neither party is liable for indirect, consequential, reputational, or lost revenue claims arising from this agreement. 20.3 Note: Limitation of liability must comply with the Consumer Protection Act 2019 India and Indian Contract Act 1872. A qualified attorney must confirm. 21. TERM AND RENEWAL 21.1 This agreement covers an initial 2-year Term from the Effective Date. 21.2 HydraWave Sports Pvt Ltd has a right of first refusal to renew this agreement for a further 1-year term on written notice to Aryan Sharma at least 90 days before the current Term expires. 21.3 If HydraWave Sports Pvt Ltd does not exercise its right of first refusal or does not match any bona fide third- party offer received by Aryan Sharma within 30 days of notification Aryan Sharma is free to accept the third- party offer. 22. TERMINATION 22.1 Either party may terminate for convenience with 30 days written notice after the first 12 months of the Term. 22.2 HydraWave Sports Pvt Ltd may terminate immediately under the Morality Clause in Section 7 or the Kill Clause in Section 8. 22.3 Either party may terminate for material breach with 14 days written notice and a 14-day cure period. 22.4 On termination or expiry: 1. All outstanding base fees earned to the termination date are immediately due. 2. HydraWave Sports Pvt Ltd must immediately cease all use of Aryan Sharma's NIL Rights. 3. All publicly published Licensed Materials featuring Aryan Sharma's NIL must be taken down within 30 days of the termination date. 4. HydraWave Sports Pvt Ltd will return or destroy all Aryan Sharma raw footage and photography within 30 days. 23. GOVERNING LAW AND DISPUTES 23.1 Laws of Maharashtra India and the Consumer Protection Act 2019 govern this agreement. 23.2 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 endorsement disclosure and product claim compliance, BCCI and IPL commercial endorsement regulations, Consumer Protection Act 2019 India celebrity endorsement liability, DPDP Act 2023 NIL data compliance, income tax and TDS on endorsement fees, GST invoicing obligations, royalty tax treatment, morality clause and kill clause enforceability, and limitation of liability compliance must all be confirmed before this engagement commences. HydraWave Sports Pvt Ltd (Brand) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ Aryan Sharma (Athlete) Signature: ________________ Date: ____________________ -------------------------------------------------- This Sports Endorsement 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. Endorsement does NOT guarantee specific sales results or commercial outcomes. Always have this document reviewed by a qualified attorney before either party signs. --------------------------------------------------