NCBA&E

CORPORATE LAW

PROJECT: CONTRACT OF ADVERTISEMENT

SUBMITTED BY FAISAL HAYAT

MBA-EXECUTIVE

ROLL# 2073249

SUBMITTED TO MR. USMAN S. MINTO

 CONTRACT FOR ADVERTISING SPACE
RENTAL AND MAINTENANCE AGREEMENT

This Agreement is entered into at Islamabad on this 5th Day of September, 2007 by
and

Between

The M/S ABC LTD hereinafter referred to as “M/S ABC LIMITED” with its
office located at 13-B, F-7, Markaz, Islamabad, Pakistan which expression shall
where the context so permits mean and include its successors in interest and
assigns of the one part

And

Ravi Screen Art, hereinafter referred to as “RSA” with its office located at 110-
C, New Muslim Town, Lahore, Pakistan which expression shall where the context
so permits mean and include its successors in interest and assigns of the other part.

M/S ABC LIMITED and Ravi Screen Art shall collectively be referred to as the
“Parties”, and “Party” shall mean either of them.-
WHEREAS M/S ABC LIMITED is engaged in the business of toothpaste (Named
as ‘FRESH TOOTHPASTE) to its subscribers and is interested in advertisement
of its services through various sources including bill boards and pole signs.

AND WHEREAS RSA is engaged in business of providing out door

advertisement services to its clients and has proposed to M/S ABC LIMITED to
provide its services.

AND WHEREAS the Parties have agreed that RSA shall provide Bill boards and pole
signs to M/S ABC LIMITED for its advertisements, on the terms and conditions herein
below contained:
NOW THEREFORE, for valid consideration, the adequacy of which is hereby
acknowledged, the Parties do hereby agree amongst themselves as follows:

1. LICENCE
RSA grants M/S ABC LIMITED an exclusive license (License) to use the sites
for advertisement of its products. However M/S ABC LIMITED will not be
entitled to sublet the said sites to any other company, agency, agents and/or
persons on commercial basis. M/S ABC LIMITED will be free to use the sites for
joint promotions with its business partners and/or any associations.

2. PAYMENTS:
2.1 In consideration of the License granted by RSA and services rendered by
RSA under this Agreement M/S ABC LIMITED shall pay the amounts shown
below. M/S ABC LIMITED shall deduct withholding tax from payments to
RSA and such other taxes as may be required by any law in force from time to
time.

RENTAL: RS. 2,491,000/-

Total Advance Amount: 50% Rs. 1,245,500

Total Amount payable at expiry of 8 Months: 40% Rs. 1,245,500
Total Amount Payable at expiry of 12 Months: 10% Rs. 1,245,500
Net Amount of Contact Rs. 2,49,1000

Detail Attached as annexure IV

3. THE ADVERTISEMENT
3.1 M/S ABC LIMITED shall have the right to alter the advertising display at any
time by giving written notice to RSA to remove or alter the content displayed on
skin once a year for each bill board. Whereas additional rotations if required
during the contractual period shall be provided at no cost to M/S ABC LIMITED.
3.2 The parties agree that the first skins of all the Bill boards and pole signs of two
months warranty, mentioned in annexure I will be provided by RSA and skins
will at all times remain the personal property of M/S ABC LIMITED and will not
by reason of its attachment or connection to any property become or be deemed a
fixtures, and shall be free of any claim or right of RSA. Additional skins, other
than those under warranty, if required to be installed on the Bill boards and pole
signs will be charged at the agreed rates or will be provided by M/S ABC
LIMITED. However, the materials of the Bill boards and pole signs and all its
accessories (other than the skin and the contents displayed on it) shall remain the
property of RSA.

3.3 During the warranty RSA shall replace the skins at not cost to M/S ABC
LIMITED with in the time frame specified in clause 4.3 and the rights of M/S
ABC LIMITED and obligations of RSA as specified in above clause and clause 4.4
shall apply mutatismutandis.

3.4 This Agreement is for the hire and maintenance only. Skin material shall be the
sole sole discretion of M/S ABC LIMITED.

4. MAINTENANCE
4.1 RSA agrees to maintain and service the installations at its own cost and
expense, including cleaning ( at least on quarterly basis), replacement of
defective lights, replacement of broken or defective parts, lighting and all
other necessary to keep the installations in good order, clean and operating
condition at all times.

4.2 M/S ABC LIMITED shall not engaged or hire any other vendor for the
maintenance of the bill boards and pole signs, covered under this Agreement.

4.3 If the installation(s) fail to operate by reason of any fault or deduct RSA shall
repair the installation(s) within three (3) working days at its own cost and
expense. In case RSA fails or delays the repair work beyond the aforesaid
period of three (3) days M/S ABC LIMITED may without being obligated to
do so get the repair work done from any third party at the cost and expense of
RSA.

4.4 If the installation(s) is damaged or destroyed and cannot be repaired within

one week M/S ABC LIMITED may require RSA to rebuild the installation(s)
in which case the term of the Agreement no rental payments shall be payable.

4.5 All bill boards and pole signs shall be energized and illuminated with
appropriate lights with steel brackets to the satisfaction of M/S ABC
LIMITED. Illumination panels shall be illuminated, at the expense of RSA
will be responsible for all internal failures (except the power failures, load
shading, major/minor breakdowns etc. from the power RSA end) in
illumination and shall ensure the sites or installations are fully lit up for the
 period of time agreed upon as hours per day at night time round the year. In
case of any government rules are imposed regarding illumination policies the
above mentioned illumination duration will be changed in accordance with
such policies after notice to M/S ABC LIMITED.

4.6 The duration for the illumination for the illumination of the site(s) identified
under this agreement shall be as follows: (a) Summers: from start of sundown
until 2 a.m. (b) Winters: from start of sundown until 1 a.m.

4.7 If, for any reason whatsoever, the lights are not being illuminated as per the
terms agreed upon herein; RSA shall notify M/S ABC LIMITED of this
immediately.

4.8 M/S ABC LIMITED shall deduct an amount from RSA if, for any reason
whatsoever, the lights at the designated site(s) are not illuminated as agreed
upon. The amount deducted shall be the total cost of this agreement divided
by 365 days in order to determine the cost of this agreement per day. This
amount shall be deducted per day, each day until the matter is resolved to the
satisfaction of M/S ABC LIMITED, unless M/S ABC LIMITED feels that it
is not linger commercially viable to retain the said site due to the matter of
illumination not being resolved to the satisfaction of M/S ABC LIMITED. If
this agreement is terminated due to the unresolved matter of illumination, M/S
ABC LIMITED shall be indemnified in full for any damages and/or loss
caused.

5. FUTHTER OBLIGATION OF Ravi Screen Art

5.1 RSA agrees to defined and indemnify M/S ABC LIMITED, its subsidiaries
and Dealer, and their officers and employees, against any and all claims,
including but not limited to claims for damages, for violation of patents and
any other kind of third party claims, arising and resulti9ng from M/S ABC
LIMITED use of the Installations on the sites and/or for any loss or damage
caused to any body by reason of the installation falling or malfunctioning.

5.2 RSA shall carry insurance, to indemnify M/S ABC LIMITED, its subsidiaries
and Dealers, and their officers and employees, against loss form claims from
damages to property and/or for accidental bodily injuries and/or death
resulting from attachment of the Advertisement to the installations. RSA will
provide M/S ABC LIMITED with a copy of the insurance policy.

5.3 RSA shall ensure the sites and Advertisements will not be altered, covered or
obscured in any time for any reason. RSA shall pay all the advertisement
taxes, levies and sums including present and future taxes, dues and levies of
 government, other government authorities and third parties and all other
charges that may be payable to any agency or authority including, without
limitation, all municipality, electricity and maintenance costs during the entire
lease period.

5.4 If the advertisement is removed by the Government or any authority or the

sites is no longer available to RSA for any reason whatsoever, RSA shall
propose to M/S ABC LIMITED a new sites in the same vicinity which is of
equal value. M/S ABC LIMITED shall have the absolute discretion to accept
or reject such site. In case M/S ABC LIMITED rejects the site it shall have the
right to claim refund of unutilized portion of the lease money which shall be
refunded within five (5) days of demand.

6 WARRANTIES:
RSA warrants and undertakes that it has full unencumbered right to use the land
on which the sites, the installations and the Advertisement is located and its tight
is free of any third party rights or claims. RSA further warrants that it holds and
maintains and will continue to hold and maintain at its own expense any approval
by law or by any authority to construct and erect the installations and to display
the Advertisement on the sires. RSA shall hold M/S ABC LIMITED harmless and
indemnify M/S ABC LIMITED for any damages/loss/costs/expense that may
arise due to the breach of this clause or due to any misrepresentation made by it,
including indemnification to M/S ABC LIMITED in case M/S ABC LIMITED
uses its right to made by it, including indemnification to M/S ABC LIMITED in
case M/S ABC LIMITED uses its right to terminate this agreement prior to the
duration agreed upon due to breach by RSA.

7 TRADE MARK PROTECTION

RSA shall respect the validity and ownership of the trademarks of M/S ABC
LIMITED, and the goodwill attaching thereto at all times. This Agreement does
not give RSA any rights, title or interest of whatsoever nature in and to the
trademark of M/S ABC LIMITED nor does it constitute any license of M/S ABC
LIMITED’s intellectual property or waiver of rights with respect thereto.

8. TERM & TERMINATION

8.1 This Agreement shall become effective from the dates as mentioned in attached
Annexure-II. The terms will be for a period of one year from the date
commencements and will end automatically at the end of one year, with RSA
having no right to claim a tacit renewal of this Agreement.

8.2 Upon termination of the Agreement, skin shall be returned to M/S ABC
LIMITED.
8.3 M/S ABC LIMITED shall have the first renewal option on the mutually agreed
price before the expiry date of the Agreement. The option shall be exercised by
giving written notice to RSA one month prior to the termination of this contract.

8.4 M/S ABC LIMITED shall have the right to terminate this agreement without any
prior price notice upon material or substantial breach by the other party of the
terms and conditions of this agreement. M/S ABC LIMITED shall have the right
to be indemnified for all expenses/damages/costs/loss that may arise from such
material breach.

9. GENERAL
9.1 The person who has signed this Agreement for the respective parties is deemed to
the authorized to sign and accept this agreement.

9.2 Any notice or other communication hereunder shall be in writing, sent to the
address set forth above for each via registered mail, courier or by hand, and shall
be deemed given: if delivered to the party’s address.

9.3 This agreement represents the entire understanding of the parties with respect to
the subject matter of this Agreement and may only be amended or modified in
writing, signed by an authorized representative of each party.

9.4 The heading in these condition are for convenience of the parties and do not form
part of this Agreement.

9.5 This Agreement or any other part hereof shall not be assigned or otherwise
transferred without the prior written consent of the other party.

9.6 The parties are acting as independent contactors.

9.7 Both parties agree to resolve any dispute relating to the terms and conditions of
this agreement amicably. However, in case no amicable settlement is arrived, then
as a condition precedent the matter shall be referred to the General Manager
Marketing, M/S ABC LIMITED and Chief Executive of RSA whose decision will
be final and binding on the parties.
 9.8 The laws of Pakistan will govern this Agreement and the courts of Islamabad
shall have exclusive jurisdiction.

IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR RESPECTIVE

HANDS TO THIS DEED ON THE DATE DAY AND YEAR FIRST ABOVE
WRITTEN

With effect from the 5th day of September, 2007

SIGNED by an authorized representative for WITNESSES 1:
THE M/S ABC LIMITED PART Name
S/o
R/o
CNIC #

----------------------------------------------------- --------------------------------------------
-

SIGNED by an authorized representative for WITNESSES 2:

RAVI SCREENART Name
S/o
R/o
CNIC #

------------------------------------------------------ -----------------------------------
----------