AGREEMENT OF BARTER

THIS AGREEMENT OF BARTER (“AGREEMENT”) IS MADE AND ENTERED INTO AT NEW

DELHI, INDIA ON THE ___ DAY OF ________ 2016

BY AND BETWEEN: -

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All India Management AssociationUMANG, having its registered office at Management
House, 14 Institutional Area, Lodhi Road, New Delhi
110003_______________________________________ through its authorized
signatory, Mr. ______________ (hereinafter referred to as "AIMAUMANG" which
expression, unless repugnant to the context or meaning thereof, shall be deemed to
mean and include its successors, legal representatives, subsidiary, holding, associate and
group companies, transferees in interest, executors, administrators and permitted
assigns) of the FIRST PART

AND

M/S HT MEDIA LIMITED, a company incorporated under the Companies Act, 1956,
having its registered office at Hindustan Times House, 18-20, Kasturba Gandhi Marg,
New Delhi –110 001 represented by its authorized signatory Mr. Dinesh Mittal, Group
General Counsel & Company Secretary, (hereinafter referred to as "HTML" which
expression, unless repugnant to the context or meaning thereof, shall be deemed to
mean and include its successors, legal representatives, transferees in interest, executors,
administrators and permitted assigns) of the SECOND PART.
AIMA UMANG and HTML are hereto individually referred to as “Party” respectively and
collectively as “Parties”.

WHEREAS:

A. AIMA UMANG is engaged interalia in the business of

___________________________.

B. HTML is engaged inter-alia in the business of printing and publication of

newspapers which inter-alia includes Mint; creating, developing and maintaining
online portals including “livemint.com” (Hereinafter referred to as “HTML
Business Interest”). HTML also organizes various events for the promotion of its
business and other activities related thereto.
AND WHEREAS
A. AIMAUMANG, from time to time, organizes and manages various events and is
organizing an event which is a breakthrough format which brings together
thought leaders from diverse fields to generate insights bringing together
thought leaders from Art and Business and is being held on 10th August,
2016__________________ at Hotel Taj Lands
End, Mumbai__________________ (hereinafter referred to as the “Said
Event”).
C. With a view to promote the Said Event, and for the mutual promotion of each
other’s business the Parties have agreed to take services of each other through
its business mediums on the terms and conditions mutually agreed upon as
under:

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NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE PARTIES HERETO
AGREES AS FOLLOWS:

1. COMMENCEMENT AND DURATION

1.1 Subject to any specific approval required by any statutes or laws of India, this
Agreement shall be valid for _____________ i.e. commencing from ____________
till _____________, notwithstanding the date of signing this Agreement, and shall
remain binding on respective Parties unless terminated earlier, as provided for
herein. This Agreement may be extended for such further period(s) and on such
terms and conditions as may be mutually agreed upon and recorded in writing by
the Parties hereto.

1.2 The Parties agree that they shall ensure and shall be obliged to consume and fulfill
their part of the Agreement, within the terms of the Agreement. Upon completion
of the term of the Agreement, the accounts shall be squared off and the Parties shall
be absolved from their respective responsibilities and none of the Parties shall have
any claims against the other, of any nature whatsoever, at any point of time.

2. REPRESENTATION AND WARRANTIES

The Parties agree, warrant and represent that they are fully empowered and entitled
to enter into this Agreement. The Parties further warrant that materials and or the
content submitted by them in their respective capacity hereunder do not and shall
not be defamatory, violative of any applicable laws, rules or regulations, as may be
applicable.

3. RELATIONSHIP BETWEEN THE PARTIES

The relationship between the Parties hereto shall be non-exclusive, on a Principal-

to-Principal basis, merely for this barter arrangement and shall not be deemed to be
a joint venture or partnership of any nature whatsoever.

4. OBLIGATIONS OF PARTIES

Each Party shall place its respective Business Interests promotional material in the
other’s respective Business Interest.

4.1 HTML shall offer the following deliverables to AIMAUMANG;

a. 35,000 copies of Broadsheet newsletters printed by Hindustan Times of 6

pages each, 25,000 of which will be distributed by Hindustan Times in selected
areas and the rest by Umang organizing team.

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 b. Advertisement space of 800 square cm in Hindustan Times. These ads will not
carry any third-party logos.
a. 2 quarter page ads (Mint Size 14 width x 21 height) in Mint All Editions.
1st insert in Mint all editions, and 2nd insert one in Delhi, Mumbai and
B’lore edition
b. Strip ad (28.5 width * 5 height) in Mint Delhi and Mumbai

4.2 AIMA UMANG shall offer the following deliverables to HTML to be utilized
during the Said Event, as specified below:
i) Stall space in Umang 2018 (5ft x 8ft)
ii) Banners – 2 (100square feet each)
iii) Standees – 5 (4ft x 6ft each)
iv) Hindustan times will be presenting partner for two of our
events which are- Umang Laugh Club and Just a Minute. A
topic related to Hindustan Times in the Just a Minute event.
v) Visibility on our social media handles and Umang website
hyperlinked to your website.
vi) Visibility on all Umang nomenclatures – SF Magazine, Events
Brochure, Events Logistics, Posters, Press Kits, Pronites, T-
shirts, Toons (Umang Currency), Proof of Participation, Mailer.
vii) Main media exposure through magazines, outdoor and digital
advertising.
viii) No paid ads will be taken in other publications.
ix) Hindustan Times AV will be played on the projector during
events.
x) Mentions about Hindustan Times being our “Powered by
Partner” between the events.
xi) The complete design with all the content will be provided to
Hindustan Times by 1st August, so that they are printed by the
8th of August.
xii) All creatives will be shared with Hindustan Times for approval
before printing.
i) Association with Insight Storm event 2016 as “knowledge”
partner
ii) Logo presence as “knowledge” partner in pre-event, event and
post-event marketing collaterals
iii) INR 20,816/- payable after 45 Days
5 VALUE/CONSIDERATION

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5.1 The total value of this Agreement in terms of space/time consumed by the Parties
on or before the end of term shall be INR 1,35,240_____________/- (Indian
Rupees one Lac Thirty Five Thousand Two hundred and
Forty______________________ Only) for the duration of this Agreement, as
specified in the Clause 1 above in this Agreement. The total valuation has been
arrived as under:
5.1.1 HTML:
Print Advertisement Value: INR 1,35,240_________/-
5.1.2 AIMAUMANG:
5.1.2.1 Cash: INR 20,816_________
5.1.2.2 Valuation of Knowledge Partner Status, Logo and
Branding: INR 1,14,424__________/-

5.2 The Parties shall raise a statement and invoice to the other Party of their space
consumed, along with the details of the publications, editions, time-slots &
programmes on which the same has been utilized for auditing purpose on or
before 5th of the following month, with the remark “Against Barter arrangement-
no payment involved”.

5.3 Service tax, as applicable, shall be charged by Parties on all advertisements and
the amount of invoice (including all service tax) shall be taken for the purpose of
barter. TDS, as applicable, in terms of Income Tax Act will be deducted at source
by the respective Parties.

5.4 The Parties agree that the advertisement will not be subject to any advertising
commission. No incentive, commission, discounts or trade discount shall be
allowed or payable to by any of the Parties to the other for the purposes of
transactions under this Agreement.

5.5 Parties will raise ROs for availing the deliverables and invoice(s) for advertisement
in publication.

6 MUTALLY AGREED:

6.1 For the purpose of placing the advertisements in respect of this instant
agreement both the parties have mutually agreed that:

6.1.1 Advertisement to be released in accordance with the General

Terms and Conditions of both the Parties, and Advertising Price
List/ Agreed Price and any other instructions, as may be issued

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 by either of the parties to each other from time to time shall
apply.
6.1.2 Notwithstanding contrary to anything contained anywhere in
this Arrangement, It is agreed between the Parties that placing
and of the advertisement shall be at the sole discretion of the
publishing party only and are also subject to the editorial
discretion of the publishing party only. The advertising party
shall not place any Creative, Advertisements or material in
Content of the advertisement that contain, promote, reference
or have links to: profanity, sexually explicit materials, hate
material, promote violence, discrimination based on race, sex,
religion, nationality, disability, sexual orientation, age, or family
status, or any other materials deemed unsuitable or harmful to
the reputation of the publishing party. Further, the advertising
party agrees to undertake and complete the contents of the
advertisement as specified by the publishing party, including all
Advertisement placement restrictions in accordance with the
highest industry standards.
6.1.3 Space as mentioned hereinabove as consideration of either of
the parties under this Arrangement to be consumed by either of
the parties maximum upto ___________. In case of failure to
utilize the space within this Term the balance would lapse and
such Party shall not be eligible to claim any benefit or refund
etc. under this arrangement after the expiry of Term.
6.1.4 Both the parties shall provide each other the deliverables in
terms of this Arrangement which are as per the current industry
standards and any claims arising out or in relation to the
deliverables shall be the sole responsibility of the party
supplying them only.

7 GENERAL TERMS

7.1 The organizing committee shall not release, disclose or divulge any other
sponsor’s benefits or the amount sponsored by them prior to the event date
or prior information released to the media
7.2 That both the Parties agree to keep the existence of this agreement, and the
terms of this agreement, confidential.
7.3 In the happening of an event beyond our reasonable control including
without limitation, fire, flood, any act of God, acts or regulations of any
governmental or supranational authority, war, riot, strike, lockouts and

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 industrial disputes, there will be no reductions in the deliverables confirmed
by the sponsor.

7.4 The Sponsor will be responsible for printing the banners and standees and
the Organizing Committee shall provide its own banner in the correct
format.

7.5 That the sponsor agrees to print the banners and standees.

7.6 That both the parties mutually agree that there shall be no promotion or
mention of other brands to be done on the banner.
7.1 During the peak advertising season, paid advertisement will take priority over the
barter advertisement.

7.2 Notwithstanding the above, the Parties agree that their commitments hereunder
are subject to availability of the space/time/ inventory in terms of page position /
time slot. If the same is not available at the time requested for by the Parties
hereto, such Party shall endeavor to make good by giving a commensurate
exposure at some other mutually agreed time/space.

7.3 Advertisement space/time by AIMA can be used for promotion of their own
business interest ads and not for any other entity / company.

7.4 That the Parties shall consume the advertising space/ time for their normal ads
and any kind of innovations shall be discussed and negotiated in terms of rate /
amount separately and shall be adjusted against total barter deal value.

7.5 That the Parties in their individual capacity will reconcile the barter statement on
a quarterly basis.

7.6 For operational convenience each Party shall identify in writing one or more
person (s) or change in any personnel who may be contacted for the smooth
functioning and monitoring of this Agreement.

8 TERMINATION

8.1 Subject to the provisions and understanding given here in above, Parties
hereto may terminate this Agreement earlier, by giving the other 30 days
prior written notice, to all the Parties, be dispatched by Regd. A.D. and / or
by confirmed fax, provided however that at the point of such early exit, the
Parties should have consumed/performed approximately the same value of
the Agreement.

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 8.2 In the event there is a shortfall in such consumption by the respective Party,
such Party shall ensure that, and shall be obliged to so consume and fulfill
its proportionate part of the Agreement, so outstanding on the date of the
termination notice, on or before completion of the stipulated notice period
of 30 days. In such an event, upon completion of this notice period and
proportionate consumption of the Agreement Value, the accounts shall be
squared off and the Parties shall be absolved from their respective
responsibilities and none of the Parties shall have any claims against the
other, of any nature whatsoever, at any point of time. In the event any Party
terminates without ensuring that the other Party has consumed a
commensurate value of the Agreement within such period of 30 days, such
terminating Party shall be liable to pay the unutilized part of the Agreement
to the other Party and shall also be liable for payment of any damages/claims
to the innocent Party.

9 ASSIGNMENT

The Parties hereto understand and acknowledge that none of the Parties shall assign
or otherwise transfer its rights or obligations under the Agreement, in whole or in
part or otherwise to any third Party without the prior written consent of the other
Party. Notwithstanding the above, each Party may at any time assign or transfer all
or any part of its rights or obligations arising under or in connection with this
Agreement to any other Party under any corporate or contractual arrangement
subject to a Deed of Adherence being signed by such assignee/transferee for
adhering to the terms and conditions of this Agreement, as if the
assignee/transferee is the Party which has assigned/transferred its rights or
obligations.

10 ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement and understanding between the
Parties, and supersedes any previous Agreement or understanding or promise
between the Parties, relating to the subject matter of this Agreement.

11 CONDUCT

By entering into this Agreement the Parties shall ensure that their business and
activities are conducted in such a manner that the reputation, status and goodwill
of each Party is in no way adversely affected or compromised.

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12 ANNOUNCEMENTS

During the term of this Agreement, the timing and contents of any public
announcement, communication or circular concerning the transaction(s)
contemplated by this Agreement shall be in such form and manner as mutually
agreed and approved by the Parties. However, where a Party reasonably determines
that it is required by law or a rule or by a governmental authority to make or issue
any announcement prior to reaching agreement with the other Party on such
announcement, the Party required to make or issue the announcement shall be
entitled to make or issue the announcement without the other Party’s approval;
Provided that such Party has taken all reasonable steps to provide the other Party
with an opportunity to comment on any such announcement prior to making or
issuing the same.

13 SOLICITATION

During the term of this Agreement and for a period of 1 (One) year after the date of
termination of this Agreement, none of the Parties will solicit any of the other Party’s
employees.

14 SEVERABILITY AND WAIVER

14.1 If any provision of this Agreement is or becomes, in whole or in part,

invalid or unenforceable but would be valid or enforceable if some part of
that provision was deleted, that provision shall apply with such deletions as
may be necessary to make it valid. If any Court/Tribunal of competent
jurisdiction holds any of the provisions of this Agreement unlawful or
otherwise ineffective, the remainder of this Agreement will remain in full
force and the unlawful or otherwise ineffective provision will be substituted
by a new provision reflecting the intent of the provision so substituted.

14.2 Unless otherwise expressly stated in this Agreement, the failure to

exercise or delay in exercising a right or remedy under this Agreement shall
not constitute a waiver of the right or remedy or a waiver of any other rights
or remedies, and no single or partial exercise of any right or remedy under
this Agreement shall prevent any further exercise of the right or remedy or
the exercise of any other right or remedy.

15 INTELLECTUAL PROPERTY RIGHTS

None of the Parties shall use or refer to, or authorize the use of or reference to any
names, logos, trade names or trade marks of the other companies mentioned herein
or those of any of their group companies in any manner unless mutually agreed upon

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 in writing. All the intellectual property rights of the respective Party in the material
submitted by them to the other Party for publication in terms of this Agreement will
remain their sole and exclusive property rights.

16 FORCE MAJEURE

None of the Parties shall be liable to the other Party for any delay or non-
performance of its obligations under this Agreement arising from any cause or
causes beyond its control including, without limitation, any of the following: act of
God, governmental act, war, fire, flood, explosion, civil commotion or industrial
dispute, armed hostilities, act of terrorism, revolution, blockade, embargo, strike,
lock-out, sit-in or regulatory intervention

17 CONFIDENTIALITY

During the term of this Agreement and thereafter, any information of confidential
or proprietary nature received by either Party and/or their representatives,
employees, agents etc. (which is not generally known to public), under and by virtue
of this Agreement and/or the terms & conditions of this Agreement, shall be
maintained in the strictest confidence and trust. The restrictions contained
hereinabove shall continue to apply after the termination of this Agreement for a
period of three (3) years from the date of lawful termination of this Agreement or
its earlier determination thereof. Any of the Parties may disclose Confidential
Information only where it is (i) required by Applicable Law; (ii) required by any
Government Authority; (iii) disclosed only to professional advisers, directors,
employees of a Party in connection with this Agreement;(iv) or which has entered
into public domain through no fault of that Party

18 SETTLEMENT OF DISPUTE & GOVERNING LAWS

Each of the Parties agrees that:

18.1 If any dispute(s) or difference(s) shall arise between the Parties in

connection with or arising out of this Agreement, the Parties shall attempt,
for a period of thirty days from the receipt of a notice from the other Party
of the existence of a dispute(s), to settle such dispute(s) by mutual
discussions between the Parties. If the said dispute(s) cannot be settled by
mutual discussions within the thirty-day period provided above, the Parties
may refer the matter to a mutually agreed sole arbitrator. The Arbitration
Proceedings shall be held under the provisions of the Arbitration and
Conciliation Act, 1996 or any of its subsequent amendments. The Arbitration
Proceedings shall be in English. The venue of Arbitration Proceedings shall
be Delhi only. During the conduct of Arbitration Proceedings, the Parties

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 shall bear the cost of the proceedings equally. Eventually, all costs and
expenses of the Arbitration shall be borne by the Party in such manner as
awarded by the Arbitrator.

18.2 This Agreement (and any dispute or claim relating to it, its enforceability
or its termination) is to be governed by and construed in accordance with
the laws of India. The Courts/Tribunals at Delhi / Bangalore / Mumbai shall
have the exclusive jurisdiction over any disputes relating to the subject
matter of this Agreement.

19 INDEMNITY

The Parties agree to indemnify other against any claims, costs, charges, damages,
losses and legal charges, of any nature whatsoever, in connection with any of their
respective warranties, representations and the advertisement material published in
pursuance thereof.

20 NOTICES

All correspondence and notices under this Agreement shall be given in writing to
Parties at the Address give in herein above unless specified otherwise in writing. In
case of a change in address the Party shall notify the other Party, in writing, within 30
days of such change, about such change.

21 AMENDMENTS

This Agreement may be modified or amended only in writing signed by duly

authorized representatives of the respective Parties. No variation in the terms of
this Agreement shall be binding on the Parties hereto unless such variation has been
first accepted in writing by AIMA UMANG and HTML or their duly authorized
representatives.

22 COUNTERPARTS

This Agreement may be executed in two counterparts, each of which, when

executed and delivered, is an original, but all the counterparts taken together
shall constitute one document.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE

DATE, MONTH AND YEAR FIRST HEREIN ABOVE MENTIONED

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For and on behalf of “ For and on behalf of “

HT MEDIA LIMITED” All India Management AssociationUMANG

(Dinesh Mittal) (____________________)

Group General Counsel & __________________
Company Secretary (Authorized Signatory)
(Authorized Signatory)

1. WITNESSES: 2. WITNESSES:

Signature: ____________________ Signature: ___________________

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