CONTRACT

DRAFT :
SAMPLE
INVESTMENT AGREEMENT
BETWEEN

ABC CORPORATION
AND
SNAPBOOK [Link]

DATED AS OF 11th JANUARY,2024

 TABLE OF CONTENTS

INVESTMENT CONTRACT ................................................................................3

GENERAL CONDITIONS OF THE CONTRACT................................................4

ARTICLE-1:Definition of Terms .............................................................................4

ARTICLE -2:Term .............................................................................................5

ARTICLE-3: Termination...................................................................................5

ARTICLE -4:Confidentiality ..............................................................................6

ARTICLE -5:Foreign Direct Investment ............................................................7

ARTICLE-6:Right of First Refusal .....................................................................8

ARTICLE-7:Intellectual Property Rights ............................................................8

ARTICLE-8: Warranty ......................................................................................9

ARTICLE-9:Method of Payment ........................................................................9

ARTICLE-10:Indemnification .......................................................................... 10

ARTICLE-11:Notices ....................................................................................... 10

ARTICLE-12:Severability ................................................................................ 11

ARTICLE -13:Waiver ...................................................................................... 11

ARTICLE-14:Amendment .............................................................................. 11

ARTICLE-15:Entire Agreement .......................................................................12

ARTICLE-16: Force Majeure..............................................................................12

ARTICLE-17:Governing laws and Jusridiction ................................................ 12

ARTICLE-18:Dispute Resolution ................................................................... 13

 Investment Contract

This Agreement has been made and entered on 11th January 2024 at Lucknow
Between ABC Corporation, a wholly-owned subsidiary of Infinitum LLC, a limited
liability,( hereinafter referred to as “Corporation”) a marketing firm based outside of
India with clients from all over the world, solely owned by Mr. Satvik.

And
Snapbook Pvt Ltd residing at India (hereinafter referred to as "Company") (which
expression shall, unless repugnant to the context or meaning hereof, mean and include
his heirs executors, administrators and assigns). A Company incorporated under the
Companies act 2013 and having its registered office in India . Herein represented by
Ayush and Chetan (hereinafter referred to as "Managing Partner")

Whereas , The company has launched a new social media platform that attempts to
blend the internet's hilarious features with Internet Messaging Services and desired to
engaged [Link] for the global expansion of company.

Whereas, Mr Satvik desired to invest 2.3 cr of investment in company as the part of

expansion .

Whereas , upon such investment Mr Satvik will acquire 30% control over the
company and the total share of the shareholders will dilute to 70% of the share capital.

Wheres , the Company will post a maximum of five adverts from ABC Corporation
on there website for free each month .

Wheres , Infinitum would reserve the right to sell the shares at any time it deems fit
after a period of 3 years. But, the right of first offer and right of first refusal for this 30%
share capital would be given to Ayush and Chetan.

NOW therefore it is hereby agreed as follows:

 GENERAL CONDITIONS OF THE CONTRACT

ARTICLE-1

1.0 Definition of terms:

In this Contract (as hereinafter defined) the following words and expressions shall
have meanings hereby assigned to them, except where the context requires otherwise:

1.1) The "Contract" shall mean the agreement between the Corporation and the
Company, duly signed by the parties to the Agreement, for the execution of the work
as described and all terms and conditions mentioned herein after.

1.2) Here “Corporation” shall means “ABC Corporation” . Subsidiary of Infinitum

LLC

1.3) Here “Company” shall means Snapbook Pvt ltd .Incorporated under the
Companies Act,2013 and represented by Ayush and Chetan.

1.4) Here “Effective Date” shall means the Date on which the contract become
effective “”

1.5) Here “Proprietary or Confidential Information” shall means the data or

knowledge that is owned by the corporation and is not publicly disclosed. Wheres
Confidential Means , The data that is kept private and not disclosed to unauthorized
individuals or the public.

1.6) Here “Automatic Route” shall means that foreign investors can make
investments without requiring prior approval from the government or regulatory
authorities.

1.7) Here “Adverts” shall means the advertisement service that is to be provided by
the Company to the Corporation for each month
 ARTICLE -2

2.0) Term:
The term of this agreement shall commence on the effective date “ 01.04.2024” and
shall continue till the period of three years till the contract is expired
2.1) Upon the completion of three years the contract shall be automatically terminated
and no further obligation or the liabilities shall arise.
2.3) There shall be no automatic renewal of this Agreement. Any extension or
renewal of this Agreement beyond the Initial Term shall be valid only if both the
parties under this agreement agrees.

ARTICLE-3

3.0) Termination:

This agreement may be terminated under the following circumstances:

a) If the company fails to post a maximum of five adverts from Corporation on their
website for free each month. Also does not post a minimum of 3 adverts continuously
for the period of 5 months.

b) Either party may terminate this agreement upon written notice to the other party if
the other party materially breaches any of the terms and conditions mention under this
contract without sufficient reason.
Either party who wants to terminate the contract before the natural expiry shall give 3
month prior written notice to the other party The notice of termination shall specify
the nature of the breach, and termination shall become effective 30 days after the
receipt of such notice .

If any confidential information belonging to the disclosing party is disclosed by the

other party without the required consent, either party may terminate this agreement by
giving the other party written notice.
d ) During the Term of this Agreement, No other investment shall be accepted by the
Company until the termination of the contract . Any additional investment before the
period of three years shall amount to breach .
3.1) Early Termination - The Agreement may be terminated before the end of the
third year by mutual agreement of the parties. In the event of early termination, Mr.
Satvik shall be entitled to receive the full contracted amount as of the termination
date. . Additionally, as termination fees, Mr. Satvik shall be granted a three percent
(3%) stake in Company

Notwithstanding the termination of this Agreement, the confidentiality, indemnity,

and dispute resolution provisions shall survive and continue to be in effect.

ARTICLE -4

4.0) Confidentiality

All information received by Company directly or indirectly from Corporation shall be

regarded and treated as confidential. Proprietary or Confidential Information Shall
include ,but is not limited to, written or oral contracts but also include the information
related with the investment, business methods, business policies, records, computer
retained information, or information related with adverts . Proprietary or Confidential
Information shall not include any information which:
a) Is or becomes generally known to the public by any means other than a breach of
the obligations of the receiving party
b) was previously known to the receiving party or rightly received by the receiving
party from a third party
c) Is independently developed by the receiving party
d) is subject to disclosure under court order or other lawful process.

The parties agree not to make each other's Proprietary or Confidential Information
available in any or to any third party or to use each other's Proprietary or Confidential
Information for any purpose other than as specified in this Agreement. Each party's
Proprietary or Confidential Information shall remain the sole and exclusive property
of that party. The parties agree that in the event of use or disclosure by the other party
other than as specifically provided for in this Agreement, the non-disclosing party
may be entitled to equitable relief. Notwithstanding termination or expiration of this
Agreement, Corporation and Company acknowledge and agree that their obligations
of confidentiality with respect to Proprietary or Confidential Information shall
continue in effect for a total period of three (3) years from the Effective Date.

ARTICLE -5

5.0) Foreign Direct Investment

The corporation's in India acknowledges that the Government of India's rules

pertaining to foreign direct investment would be in effect.

5.1) The Parties hereby agree that the investment made pursuant to this Agreement
shall be made through the Automatic Route as defined by the Foreign Exchange
Management Act, 1999, and the regulations issued thereunder.

5.2) Since the transaction will be made through the Automatic Route, no additional
registration with any regulatory body will be necessary in order to make or receive the
investment.

5.3) The Corporation will make sure that all relevant laws and rules pertaining to
foreign investment in India are strictly being followed . The other Party shall be
quickly informed of any modifications to the regulatory environment that impact the
automated route.

In compliance with the applicable rules of Indian law, the investment proposed under
this Agreement may comprise.
 ARTICLE-6

6.0) Right of First Offer And Right of First Refusal

Infinitum reserves the right to sell, transfer, or otherwise dispose of its shares in the
Company at any time it deems fit after a period of 3 years from the effective date of
this Agreement.

6.1) In the event that Infinitum decides to sell any or all of its Shares, Infinitum shall
first offer the Shares to Company before negotiating with any third party.
The right of first offer for the 30% of the share capital shall be provided to Ayush and
Chetan.(referred as “Managing Partners”).

6.2) If the Managing Partners choose to accept the offer, Infinitum shall not proceed
with the sale to any third party. However, if Shareholders fail to complete the
purchase within the agreed time , Infinitum shall have the right to offer the Shares to
third parties, subject to the Right of First Refusal.

ARTICLE-7

7.0) Intellectual Property Rights

All intellectual property rights including to trademarks, copyrights, patents, trade

secrets, and any other proprietary rights (collectively referred to as "Intellectual
Property"), developed, created, or acquired by Company in connection with the
performance of its advertisement services under this Agreement,shall be registered in
the name of Corporation . During the period of service Company shall disclose all
information related with the creation of intellectual property to the Corporation.

7.1) The Corporation shall have the right to review and approve any registrations,
applications, or filings related to Intellectual Property to ensure consistency with legal
standards

7.2) Company shall not without the prior written consent of the Corporation disclose
any part of the Information to any person
7.3) The Company shall not attempt to register any of the intellectual property in its
name during the term of contract.

ARTICLE-8

8.0) Warranty
The Company represents and warrants that it shall use only genuine and legally
licensed software and online platform in the performance of its obligations under this
Agreement, particularly in execution of advertisements.

8.1) Furthermore, the company guarantees that using such authentic software along
with the advertising services offered herein won't violate any third party's intellectual
property rights, to the best of its knowledge.

8.2) In a situation where any third party brings legal action against the Company on
the grounds that the company advertisement has been advertised using the the
software that breaches the intellectual property rights of the third party. The Company
shall defend the Corporation against any claims at its own expense.

ARTICLE-9

9.0) Payment Terms:

As per the terms of agreement the adverts will be posted by the Company of free of
charges without any cost . However in case of the additional charges incurred by the
company in maintenance of such adverts . the Corporation shall make shall payment
of additional charges.

All transactions and additional charges shall be denominated in foreign currency

unless otherwise agreed upon in writing by both parties.
 ARTICLE-10

10.0) Indemnification

The Company shall indemnify the Corporation against all direct, indirect, incidental
or consequential liabilities, demands, losses, costs and actual expenses suffered or
incurred by or awarded against the corporation in consequence of or arising out of
any actions that is in breach of its obligations, warranties, representations under this
agreement or are otherwise in violation of the existing laws.

10.1) In the event where the Corporation suffered the losses on the account of the
breach of copyright in any advertisement or on account of any advertisement being
found defamatory or otherwise objectionable or on any other ground whatsoever. The
company shall indemnify for the same.

10.2) The indemnifying party shall be granted immediate and complete control of any
claim of indemnity and the indemnified party shall not prejudice the indemnifying
party’s defense of the claim.

The indemnified party shall give the indemnifying party all reasonable assistance at
the expense of the indemnifying party on such claim of indemnity.

ARTICLE-11

11.0) Notices:

All notices required to be given here under shall be in writing and shall be given by
certified or registered mail, return receipt requested, to the parties at their respective
addresses herein.
 ARTICLE-12

12.0) Severability:
If any term of this Agreement is declared to be illegal or unenforceable by a court
having competent jurisdiction, the validity of the remaining terms is unaffected and, if
possible, the rights and obligations of the Parties are to be construed and enforced as
if this Agreement did not contain that term.

ARTICLE -13

13.0)Waiver:
The Corporation shall not be deemed to have waived or renounced its right on the
account of failure to insist to any term, condition, or obligation under this Agreement,
or to any other term, condition, or obligation of this Agreement, in the future.

13.1)Any violation or provision of this Agreement by the Company in any one

instance shall not be construed as a waiver of that provision, obligation, or breach of
the terms of contract .

13.2)No failure or delay on the part of either Party in exercising any right, power,
privilege or remedy hereunder shall operate as a waiver

ARTICLE-14

14.0) Amendment

No amendment or alterations to the terms and conditions of the Agreement shall be

valid unless mutually agreed in writing and signed by both the parties of Corporation
and Company
 ARTICLE-15

15.0) Entire Agreement :

This instrument embodies the entire Agreement of the parties with respect to the
subject matter of surrogate parenting. There are no promises, terms, conditions, or
obligations other than those contained in this Agreement, and this Agreement shall
supersede all previous communications, representations, or agreements, either verbal
or written, among the parties.

ARTICLE-16

16.0) Force Majeure

Notwithstanding anything to the contrary in this Agreement,If performance of either

party is prevented because of the occurrence of force majeure or unforeseen
circumstances such as acts of God, war, riot, fire, civil commotion, strikes, lock outs,
embargoes, any orders of governmental, quasi-governmental, or local authorities or
any other similar cause beyond its control and without its fault or negligence than
neither Party shall be liable by reason of failure or delay in the performance of its
duties and obligations under this Agreement.

ARTICLE-17

17.0) Governing laws and Jusridiction

This Agreement shall be construed in accordance with the law of India. Any dispute,
difference, controversy or claim arising between the Parties out of or in relation to or
in connection with this Agreement, or the breach, termination, effect, validity,
interpretation or application of this Agreement or as to their rights, duties or liabilities
hereunder, shall be settled by the Parties by mutual negotiations and agreement.

17.1)The Parties agree that the courts in Lucknow, India, shall have exclusive
jurisdiction to entertain any suit, proceeding, or legal action arising out of or in
connection with this Agreement, and each Party irrevocably submits to the
jurisdiction of such courts."

ARTICLE-18

18.0) Dispute Resolution

In the event of any dispute or differences arising under this Agreement which cannot
be resolved amicably by the Parties, the same shall be referred to and settled by way
of arbitration proceedings. Such arbitration shall be conducted in accordance with the
provisions of the Indian Arbitration and Conciliation Act, 1996 or any subsequent
enactment or amendment.

18.1)Each of the Parties shall appoint an arbitrator within thirty (30) days of the
receipt by a Party of the other Party’s request to initiate arbitration. The two
arbitrators so appointed shall then jointly appoint a third arbitrator within thirty (30)
days of the date of appointment of the second arbitrator, which third arbitrator shall
act, as the Chairman of the tribunal. Arbitrators not appointed within the time limit set
forth in the preceding sentence shall be appointed in accordance with the Arbitration
Act. The decision of the arbitrators shall be final and binding upon the Parties.

18.2) If at any time the award to be enforced under this arbitration clause is a foreign
award as defined in the Arbitration and Conciliation Act, 1996, and is enforceable
under the said Act, the arbitration shall be conducted at a foreign seat, as may be
agreed upon by the Parties, in accordance with the rules of the chosen arbitral
institution.

18.3)The language of the arbitration and the award shall be English.

IN WITNESS WHEREOF, the Parties hereto have signed this Agreement on the
day, month and year first above written.
FIRST PARTY SECOND PARTY

Mr. Satvik Mr .Ayush & Chetan

(ABC Corporation) (Snapbook Pvt Ltd)

WITNESSES

1) Adv. Subhash Jha .

2) Atul Kumar (Manager )