Content Sharing and Licensing Agreement

This Content Sharing and Licensing Agreement (the “Agreement”) is entered at [Place] into as of [Date] by and between:

Save Our Cultural Heritage Foundation^TM, a company organized under Section 8 of the Companies Act, 2013 having its registered office at Office No. 206, Plot No. B-1 & B-2, 2^nd Floor, Ashoka Apartment, Ranjeet Nagar, New Delhi- 110008, hereinafter referred to as the “Licensor”, [which expression shall unless it be repugnant to the meaning or context thereof be deemed to mean and include its respective legal heirs, representatives, and assigns, affiliates and associates] through its authorized signatory Mr. ____________ on the FIRST PART

And

[●], a Company incorporated under the provisions of the Companies Act, [●], and having its registered office at [●], hereinafter referred to as “Licensee” [which expression shall unless it be repugnant to the meaning or context thereof be deemed to mean and include its respective legal heirs, representatives, and assigns, affiliates and associates] through its authorized signatory Mr. ____________ on the SECOND PART;

Licensor and Licensee shall collectively be referred to as the “Parties” and individually be referred to as a “Party”.

1. DEFINITIONS

1. 1. “Content” means all materials, information, data, images, text, graphics, videos, software, and other intellectual property provided by the Licensor to the Licensee under this Agreement.

1. 1. “License Period” means the period during which the Licensee is authorized to use the Content as specified in Section 3.

1. GRANT OF LICENSE

1. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable, revocable license to use, reproduce, and display the Content solely for the purpose of information/knowledge of its users or promotion/marketing of the Licensor, as authorised by the Licensor.

1. The Licensee shall not:

1. 1. 1. modify, adapt, or create derivative works of the Content;
      2. sublicense, sell, rent, lease, transfer, assign, or otherwise dispose of the Content;
      3. remove or alter any proprietary notices or labels on the Content; or
      4. use the Content in any manner that could damage the reputation of the Licensor.

1. TERM AND TERMINATION

1. 1. This Agreement shall commence on the date first written above and shall continue for a period of [Duration], unless earlier terminated as provided herein.

1. 1. Either party may terminate this Agreement upon 30 (thirty) days’ written notice to the other party.

1. 1. Upon termination, the Licensee shall immediately cease all use of the Content and shall delete or destroy all copies of the Content in its possession or control.

1. INTELLECTUAL PROPERTY RIGHTS

1. 1. The Licensor retains all right, title, and interest in and to the Content, including all intellectual property rights therein.

1. 1. The Licensee acknowledges that no ownership interest in the Content is transferred to the Licensee under this Agreement.

1. ATTRIBUTION AND BRANDING

1. 1. The Licensee shall provide attribution to the Licensor in connection with its use of the Content as follows: [Specify Attribution Requirements].

1. 1. The Licensee shall comply with any branding guidelines provided by the Licensor.

1. SOCIAL MEDIA AND PUBLIC COMMUNICATIONS

1. You shall not post, share, or discuss any aspect of the Content on social media without prior written approval from the Company.

1. All external communications regarding the Content must be approved by the Company’s designated representative.

1. Any dissemination of Content through social or public channels must acknowledge the Company and include its branding, as directed.

1. REPRESENTATIONS AND WARRANTIES

1. The Licensor represents and warrants that it has the right to grant the licenses provided herein.

1. The Licensee represents and warrants that it will use the Content in compliance with all applicable laws and regulations.

1. The content is provided “as is” without warranty of any kind. The Licensor disclaims all warranties, whether express, implied, or statutory.

1. INDEMNITY

1. The Licensee undertake, warrant and agree to indemnify at all times and hold harmless the Other Party for any claims, including actions, suits, damages, liabilities, penalties, losses, expenses, demands, costs, awards, legal fees, and charges, arising directly from any breach of its undertakings, warranties, covenants, declarations, or obligations, including Intellectual Property Rights, under this Agreement.

1. Nothing in the indemnity provisions shall limit or exclude any legal remedies available to the Parties, including but not limited to damages, restitution, or injunctive relief. Neither Party shall be liable to the other Party for any indirect, incidental, special or consequential damages whatsoever occurred to the other Party.

1. CONFIDENTIALITY

1. The Parties agree not to disclose any Confidential Information related to the other’s business, during or after the Term without prior written consent. This includes the non-disclosure of the Agreement’s terms without the other Party’s prior written approval.

1. The Parties shall restrict disclosure of the Confidential Information to its own employees and representatives on a need-to-know basis and shall ensure that such employees/representatives are under similar confidentiality obligations with the disclosing Party. The non-disclosing Party shall not be absolved from any liability that may arise as a consequence of breach of confidentiality, by it, or by any of its employee(s), individual(s), agent(s) or representative(s).

1. Upon written request from the Licensor, Licensee must return or destroy all originals, copies, reproductions, and summaries of Confidential Information within [●] days.

1. GOVERNING LAW AND DISPUTE RESOLUTION

1. 1. This Agreement shall be governed by and construed in accordance with the laws of India.

1. 1. In the event of a dispute arising from or related to this Agreement, parties shall first attempt to resolve it amicably through negotiation. If unsuccessful, parties agree to mediate in good faith, sharing mediation costs equally. Should mediation fail, disputes shall be settled by arbitration under the Indian Arbitration and Conciliation Act, 1996, with proceedings conducted in English and held by an arbitrator appointed jointly by the parties. If necessary, parties may seek injunctive or other specific relief to prevent ongoing breaches, and the courts of Delhi shall have exclusive jurisdiction over disputes arising from this Agreement.

1. MISCELLANEOUS

1. 1. This Agreement constitutes the entire agreement between the parties with respect to its subject matter.

1. 1. This Agreement may be amended only by a written instrument signed by both parties.

1. 1. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

1. 1. This Agreement may be executed in counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

For the LICENSOR:

_________________________

Name:

Title:

For the LICENSEE:

______________________________

Name:

Title: