AFFILIATE PROGRAM AGREEMENT

The Affiliate Program Agreement (referred as the “Agreement”) is entered and

made effective on [INSERT COMPLETE DATE OF THE EFFECTIVITY OF THE
AGREEMENT] (referred to as the “Effective Date”).

BY AND BETWEEN

[INSERT THE NAME OF THE COMPANY] (referred to as the “Company”) a

[INSERT THE TYPE OF BUSINESS OF THE COMPANY, EX. CORPORATION,
PARTNERSHIP, SOLE PROPRIETORSHIP] duly formed under the [SPECIFY
UNDER WHAT LAW THE ENTITY IS REGISTERED] and the primary place of
business is located at [INSERT THE COMPLETE LOCATION OF THE
COMPANY, INCLUDING ITS CITY, STATE AND ZIP CODE].

AND

[INSERT THE AFFILIATE COMPANY’S NAME] (referred to as the “Affiliate

Company”) a [INSERT THE TYPE OF BUSINESS OF THE AFFILIATE
COMPANY, EX. CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP] duly
formed and under the [SPECIFY UNDER WHAT LAW THE ENTITY IS
REGISTERED] and the primary place of business is located at [INSERT THE
COMPLETE LOCATION OF THE COMPANY, INCLUDING ITS CITY, STATE AND
ZIP CODE].

The Company and the Affiliate Company are hereby referred to as the “Parties”
in this Affiliate Program Agreement.

WHEREAS:

1. That the Company is a Company that is engaged in [INSERT THE INDUSTRY

OF THE COMPANY].
2. The Company wishes to tie up with an affiliate Company in order to [INSERT
THE REASON WHY THE COMPANY WANTS TO TIE UP WITH THE
AFFILIATE COMPANY].
3. The Affiliate Company is an entity which provides [INSERT THE NATURE OF
SERVICES OF THE AFFILIATE COMPANY].
4. That the Company wishes to tie up with the Affiliate Company for [INSERT
THE REASON WHY THE COMPANY WANTS TO TIE UP WITH THE
AFFILIATE COMPANY].
5. The Company wants to make a deal with the Affiliate Company.
6. The Affiliate Company sets its business terms and conditions.
7. Both parties have come into terms for this Affiliate Program Agreement.

NOW, THEREFORE, with consideration to the mutual covenants and promises

of the parties stipulated herein on this Affiliate Program Agreement, the Parties
hereby adhere to the following:

TERMS AND DEFINITIONS

The following are the terms used in this Agreement including their definitions
and corresponding interpretations:

1. Affiliate Company - shall mean a Company which is attached or is

connected to another Company in order to carry out a specific task.
2. Scope of Work - shall mean the entirety of all the services to be rendered by
both parties. It would also mean the specific duties of the Affiliate Company
and the Company.
3. Schedule - shall mean the time frame of the work to be performed by both
parties.
4. Delivery - shall mean the turnover of the work or executing or performing
the specific duty or task to the other party.
5. Variations - shall mean any modifications made and or any amendments
made into this Agreement.
6. Specifications - shall mean the details incorporated in the work by the
parties.
7. Intellectual Property Rights - shall mean the trademark, copyright or
patent owned by either the Company or the Affiliate Company.
8. Period - shall mean the time frame of this agreement or the time schedule of
any payment made by either party.

OVERVIEW

This Affiliate Program Agreement is drafted and created by both [INSERT THE
NAME OF THE COMPANY] and [INSERT THE NAME OF THE AFFILIATE
COMPANY] in regard to the agreed conditions and subject of the photography
services. This Affiliate Program Agreement is also drafted and created by both
parties in order to formalize the terms and conditions of both parties. In case of
breach of this Affiliate Program Agreement, the party that is liable will be
subject to the conditions of this Agreement. Therefore, this Affiliate Program
Agreement will be regarded as the binding law of the parties

NATURE OF BUSINESS AGREED BY BOTH PARTIES

The Company and the Affiliate Company agree to adhere to the provisions of
the Affiliate Program Agreement on the following nature of products and or
services agreed:

1. That the Affiliate Company is an expert in the field of [INSERT THE

SPECIFIC INDUSTRY OF THE AFFILIATE COMPANY] and is giving support
and assistance to [INSERT THE NAME OF THE COMPANY] in order to
[INSERT THE REASON WHY THE COMPANY NEEDS THE AFFILIATE
COMPANY].
2. The Affiliate Company may provide expert and intellectual suggestions to the
Company in order to carry out such tasks.
3. The Affiliate Company’s role is to coordinate with the Company in order to
carry out successfully the [INSERT THE REASON WHY THE COMPANY
NEEDS THE AFFILIATE COMPANY].
4. The execution or the performance of the work must be done in the place that
is specified on this agreement which is located at [INSERT COMPLETE
LOCATION INCLUDING ITS CITY, STATE AND ZIP CODE].
5. Communication is the key in the success of this Affiliate Program Agreement.

DUTIES AND RESPONSIBILITIES OF [INSERT THE NAME OF THE

COMPANY]

The following are the duties and responsibilities of [INSERT THE NAME OF
THE COMPANY]:

1. The Company is responsible with communicating to the Affiliate Company

any specifications of the job or work to be performed.
2. The Company is responsible with communicating to the Affiliate Company
any details that shall be incorporated to the work done.
3. The Company shall be responsible in approving and or denying any
suggestions given by the Affiliate Company.
4. The Company shall be responsible in paying the Affiliate Company a just
compensation.
5. The Company shall be responsible in paying the Affiliate Company on a
timely basis.

DUTIES AND RESPONSIBILITIES OF THE [INSERT THE NAME OF THE

AFFILIATE COMPANY]

The following are the duties and responsibilities of [INSERT THE NAME OF
THE AFFILIATE COMPANY] which he should adhere:

1. The Affiliate Company who is an expert in this field of [INSERT THE NAME
OF THE INDUSTRY] shall make suggestions to the Company in order to
execute [INSERT THE REASON WHY THE COMPANY NEEDS THE AFFILIATE
COMPANY].
2. The Affiliate Company shall be responsible in communicating any issues that
may arise during the course of executing this Affiliate Program Agreement.
3. The Affiliate Company shall be responsible in educating the Company on the
pros and cons of some certain actions that will be executed.

Compensation

For this Affiliate Program Agreement, the Company agrees to compensate the
Affiliate Company of the work and services delivered for the total amount of
[INSERT COMPENSATION AMOUNT] on [INSERT THE COMPLETE DATE
WHEN THE COMPANY SHOULD PAY THE AFFILIATE COMPANY].

The Payment of the Company to the Affiliate Company will be subject to other
changes and or agreement by the parties.

Payment

In paying the Affiliate Company on the fees due, the Company must consider
the following:
1. The Affiliate Company must send an invoice with its corresponding terms
and conditions to the Company on [INSERT WHEN THE AFFILIATE
COMPANY SHOULD SEND AN INVOICE TO THE COMPANY].
2. Within [INSERT THE PERIOD WHEREIN THE COMPANY MUST PAY THE
AFFILIATE COMPANY] after receiving the invoice from the Affiliate Company,
the Company must pay the Affiliate Company not later than [INSERT HOW
MANY DAYS THE COMPANY IS ALLOWED TO PAY THE AFFILIATE
COMPANY].
3. In instances wherein the Company shall incur delay in paying the Affiliate
Company, a penalty of [INSERT THE AMOUNT OF THE PENALTY LEVIED IN
THIS AGREEMENT] must be paid.
4. In paying the fee to the Affiliate Company, the payment may be made
through; (a) Check - provided that the check is not postdated, in the instance
that the check is postdated, the Company must inform the Affiliate Company
first and the Affiliate Company must give its acknowledgement to the Client;
(b) Cash - which can also be understood as bank transfer if the amount is
huge and as agreed by the parties and or Cash delivered to the Affiliate
Company.
5. It is to be understood that bonds and trust deposits are not considered as
payment by the Company to the Affiliate Company.
6. The payment of a penalty if there is any, shall form part of the next payment
of the Company to the Affiliate.

If there are any expenses incurred other than the stipulated services in the
course of business by both Parties, the other expenses will be shouldered by
[INSERT THE PARTY WHICH WILL BEAR ALL THE OTHER EXPENSES
INCURRED IN RUNNING THE BUSINESS].

TAXES

During the course of the Affiliate Program Agreement between the Company
and the Affiliate Company, the [INSERT THE PARTY WHO WILL PAY THE
TAXES INCURRED IN THE COURSE OF THE BUSINESS] will pay the imposed
taxes.

DELIVERY OF THE WORK AND OTHER SERVICES

Both Parties must be able to deliver to the other what is due. Both parties must
be able to deliver the work and other services required within the time frame
set. The time schedule as stipulated is [INSERT THE TIME FRAME OF THE
PARTIES FOR ANY PRODUCT OR ANY SERVICES THAT THEY HAVE TO
DELIVER TO THE OTHER PARTY].

In the event there is a delay in the performance of the task, the following
measures are to be followed:

1. A notification of the delay will be delivered to either party who caused the
delay.
2. A response within [INSERT HOW MANY DAYS MUST BE RESPONDED BY
THE PARTY WHO CAUSED THE DELAY] must be sent to the party who gave
the notification.
3. If the Company caused the delay in paying the Affiliate Company of the just
compensation and any other charges, in addition to what is due, the
Company must pay the imposed penalty.
4. If the party who caused the delay will not respond within the time specified,
the act will be considered as in default and legal actions may commence.

TERM AND TERMINATION TO THIS AGREEMENT

This Agreement will have a term of [INSERT NUMBER] [INSERT PERIOD]

starting from the Effective Date mentioned. Within the term, all the stipulations
on this Agreement shall continue to take effect up until the term ends or any of
the Party seeks earlier termination of this Agreement.

The following circumstances will be considered by the Parties as reasonable

causes for the termination of this Agreement earlier than the expected date of
termination:

1. The Affiliate Program Agreement shall be terminated in the event that one
party will cease in continuing such.
2. The Affiliate Program Agreement shall be terminated in the instance when
one party provides fraudulent documents to the other party, deceiving the
other party in order to do such work.
3. The Affiliate Program Agreement shall be terminated when an Act of God or
Act of man is happening and that neither party will be able to carry out such
tasks assigned to them.
4. The Affiliate Program Agreement shall be terminated in the instance that one
party failed to carry out its task.
5. The Affiliate Program Agreement shall be terminated in the instance that
there is an impossibility of carrying out the respective obligations of the
Company and of the Affiliate Company.

Once this Contract is terminated, the Company is obliged to complete the

payment of the compensation to the Affiliate Company for all the services and
products delivered up to the termination date of this Contract.

RENEWAL OF THE AFFILIATE PROGRAM AGREEMENT

In the automatic renewal of this Agreement, the following measures are to be

taken by the Parties:

1. A negotiation must take place between the Affiliate Company and the
Company.
2. An assessment must be made prior to the renewal of the Contract.
3. If the assessment is within the expectation of both parties, parties may
already draft a new contract for its renewal or a continuation of the existing
contract.

In the event one of the measures is not performed by either Party, the Affiliate
Program Company will not be renewed.

CONFIDENTIALITY AND NON-DISCLOSURE

Unless otherwise agreed to in advance and in writing, both Parties will not
disclose, share, publish, assign, or sell any confidential Information to any
third party about the business that they are engaged in and any confidential
information of the other party.

The Parties of this Affiliate Program Agreement are the only entities entitled to
the use of the information provided and shared through this Agreement.

REPEALING CLAUSE
In the event that there are changes made to this Affiliate Program Agreement,
either Party who made the changes must provide the variations in writing and
notify the other party for [INSERT HOW MANY DAYS THE NOTIFICATION WILL
LAST].

Any changes made verbally will not be honored but will retroact to the original
provisions to this Affiliate Program Agreement.

WARRANTIES AND DISCLAIMERS

[INSERT THE NAME OF THE AFFILIATE COMPANY] warrants the following for
this Agreement:

1. The work and other services rendered by the Affiliate Company to the
Company are from the originality and system of the Affiliate Company.
2. The products and other equipment used in doing the work and other services
are genuine and is authenticated by the Affiliate Company.
3. The work and other services being delivered by the Affiliate Company to the
Company is only between the parties and that there is no other third party
involved in the creation of such.
4. The Affiliate Company warrants that it would not infringe any other rights of
other parties.

INTELLECTUAL PROPERTIES

The Parties are in agreement that the [INSERT THE NAME OF THE PARTY
WHO WILL OBTAIN THE INTELLECTUAL PROPERTY RIGHTS] shall obtain all
the Intellectual Property rights of the products and or services being produced
by [INSERT THE NAME OF THE PARTY WHO PRODUCES SUCH WORKS]
including, but not limited to, the rights on copyright and trademark.

LIMITATION OF LIABILITY
Neither the [SPECIFY THE NAME OF THE COMPANY] nor the [SPECIFY THE
NAME OF THE AFFILIATE COMPANY] or any party who had a hand in the
production and the delivery of the products and or services will be liable for
any incidental, indirect, or consequential damages resulting from or relevant to
the performance, the use or the inability thereof on the products and or
services created and delivered. [INSERT OTHER INFORMATION AS TO THE
LIABILITY OF THE PARTIES AND THE LIMITATION AGREED UPON BY THE
PARTIES].

INDEMNIFICATION

The [INSERT THE NAME OF THE PARTY WHO WILL INDEMNIFY] concedes to
indemnify, protect and to defend the [INSERT THE NAME OF THE OTHER
PARTY] against any damages, claims, lawsuits and costs that may arise
pertaining to the products and or services which include legal fees as a result
of the any act that may be done by [INSERT THE NAME OF THE
RESPONSIBLE PARTY].

RELATIONSHIP OF THE PARTIES

The Parties are independent contractors of one another and are not in any way
connected with each other in terms of employment relations. Either Party
cannot claim any benefits that a normal employee may enjoy. It is also
understood that this Affiliate Program Agreement is not in any way a joint
venture.

FORTUITOUS EVENTS

Either Party shall be excused from any delay or failure in performance required
if caused by reason of acts of God such as fire, floods, earthquake, typhoons,
hurricanes and other acts of nature and if the failure of performance is caused
by the reason of acts of man such as war, riots, revolution and other
circumstances and or events that though may be foreseen no human being can
control or stop the event from happening.
The obligation of the Parties are extended on a day to day basis for the time
period equal to the existence of such events. When such circumstances have
stopped, normal business will resume.

ASSIGNMENT OF RIGHTS

Both [INSERT THE NAME OF THE COMPANY] and [INSERT THE NAME OF
THE AFFILIATE COMPANY] are not authorized to assign or to transfer any of
its rights or obligations as specified on this Agreement to any third party
without the consent and the approval of the other.

NOTICES

All the written notices, requests, or demands that is necessary for this Contract
shall be delivered to the requesting or the demanding party through [INSERT
METHODS OF DELIVERY AS AGREED UPON BY THE PARTIES OF THIS
AGREEMENT]. Notices to be delivered must be registered and/or certified first
before the delivery is made. Deliver the notices to the addresses specified at the
start of this Agreement.

GENERAL AGREEMENT

This Agreement and all documents and information enclosed herein make up
the whole agreement between the [INSERT THE NAME OF THE COMPANY] and
the [INSERT THE NAME OF THE AFFILIATE COMPANY] as regards the subject
of this Agreement. Any other agreements, representations and warranties made
by the parties before or after the creation of this Agreement will be deemed
insignificant and non-existent making this Agreement the only document to be
referenced herein by the parties.

SETTLEMENT OF DISPUTES, GOVERNING LAW & ARBITRATION

a. Any dispute and/or difference arising out of, or relating to this

agreement including interpretation of its terms will be resolved
through joint discussion by the authorized representatives of both the
parties. Moreover, if the disputes are not resolved by discussion then
 the matter will be referred for adjudication to the Arbitration of a Sole
arbitrator.

b. This Agreement shall be governed by the laws of India. The Courts in

Mumbai (City Name) shall have exclusive jurisdiction over the subject
matter of this Agreement.

c. In the event of any dispute or differences arising out of or in

connection with this agreement, the parties hereto, agree to resolve
their dispute by a sole arbitrator chosen by the parties in fast track
procedure under the provision of Sec29B of Arbitration and
Conciliation act of 1996. The award under this section shall be made
within a period of 6 months from the date of commencement of the
arbitral tribunal proceedings.

d. The arbitration proceedings shall be conducted in English. The place

of Arbitration shall be Mumbai (City Name). The award passed in the
arbitration proceedings shall be final and binding on both the parties.

e. The cost of arbitration proceedings shall be equally borne by both the

parties.

f. Each party shall individually bear the fees of their respective

Advocate/Counsel for the proceedings.

SEVERABILITY

Should any provision of this Affiliate Program Agreement be held to be illegal,

invalid or unenforceable, such provisions may be terminated or may be
modified by the competent court. The remaining part will still take effect and
shall remain in full force and shall be construed in accordance with the
modified provision.

IN WITNESS WHEREOF, and with the intention to be legally bound with each
other, the appearance of the signature of both parties will render the
acceptance of the terms and conditions of this Affiliate Program Agreement.
BY THE COMPANY:

Signature: [INSERT THE SIGNATURE OF THE POINT PERSON OF THE

COMPANY]
Name: [INSERT THE NAME OF THE POINT PERSON]
Position: [INSERT THE POSITION OF THE POINT PERSON IN THE COMPANY]

BY THE AFFILIATE COMPANY:

Signature: [INSERT THE SIGNATURE OF THE POINT PERSON OF THE

AFFILIATE COMPANY]
Name: [INSERT THE NAME OF THE POINT PERSON]
Position: [INSERT THE POSITION OF THE POINT PERSON IN THE AFFILIATE
COMPANY]

BY THE WITNESSES:

Signature: [INSERT THE SIGNATURE OF THE WITNESS]

Name: [INSERT THE NAME OF THE WITNESS]
Position: [INSERT THE POSITION OF THE WITNESS]