Case 1:20-cv-05381-PAE Document 1-1 Filed 07/13/20 Page 1 of 8
`Case 1:20-cv-05381—PAE Document 1-1 Filed 07/13/20 Page 1 of 8
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`EXHIBIT 1
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`EXHIBIT 1
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`JJ HORNBLASS
`CHIEF EXECUTIVE OFFICER
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`MOLLY STEWART
`VP, MARKETING & EVENTS
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`MARCIE D. BELLES
`VP, AUTO FINANCE
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`REBECCA DARAKHSHAN
`SALES MANAGER
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`MICHAEL ARCHULETA
`PRODUCTIN MANAGER
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`SKYAR TAYLOR
`MARKETING MANAGER
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`PUBLISHER OF
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`Case 1:20-cv-05381-PAE Document 1-1 Filed 07/13/20 Page 2 of 8
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`December 10, 2018
`CONFIDENTIAL
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`NETSOL Technologies, Inc.
`23975 Park Sorrento
`Suite 250
`Calabasas, CA 91302
`Haider.Naqvi@netsoltech.com
`Attention: Haider Naqvi
`
`RE: Multi Year Auto Finance Summit Proposal for NETSOL
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`Dear Haider,
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`Royal News Corp., also known as Royal Media Group (“Royal Media” or the “Company”) is proud to
`continue its long-standing relationship with NETSOL Technologies, Inc. (“NETSOL”) with this
`comprehensive, multi-year sponsorship agreement (the “Agreement”). Royal Media and NETSOL are
`sometimes each, referred to herein as a “Party” and, together, as the “Parties.”
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`This Agreement confirms our understanding regarding NETSOL’s participation in the Auto Finance
`Summit and Auto Finance Accelerate events, on the terms and subject to the conditions described in
`this Agreement.
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`1.
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`NETSOL will assume the sole Diamond Level Sponsorship at the Auto Finance Summit, to be
`conducted one time during each calendar year (the “Summit Sponsorship”).
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`The following are the annual Summit Sponsorship deliverables:
`● NETSOL listed as Diamond Sponsor with premier logo placement on:
`○ Most conference signage
`○ Conference Mobile App: Banner ad linked to URL of your choice
`○ Conference Website: Premier listing as Diamond Sponsor
`○ Marketing postcard: Premier logo placement as Diamond Sponsor
`○ AFS promotional print ads: Premier logo placement as Diamond Sponsor
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`Auto Finance Summit
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`● Twelve (14) Complimentary conference registrations
`○ Ten (10) conference registrations, upgraded to Auto Finance VIP
`○ Four (4) client registrations
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`● Opening Cocktail Reception Sponsorship
`○ Opening Cocktail Reception Sponsor
`○ Cocktail materials printed with NETSOL logo
`○ Logo on cocktail reception signage and additional logo placement during reception
`○ “Sponsored by” reference on conference schedules – mobile app, conference
`website, conference placards
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`{00376036.DOCX; 1}4} 8 WEST 38TH STREET, SUITE 901 | NEW YORK, NY 10018 USA | TEL 212.564.8972 | FAX 646.304.7987
` www.royalmedia.com
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`Case 1:20-cv-05381-PAE Document 1-1 Filed 07/13/20 Page 3 of 8
`Haider Naqvi, NETSOL
`December 10, 2018
`Page 2
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`●
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`Innovation Spotlight Session Track Sponsorship
`○ Exclusive sponsorship and association to the Innovation Spotlight track session or an
`equivalent technology track, at Royal’s discretion.
`○ Welcoming remarks from sponsor company at the kickoff session of sponsored track
`○ Sponsor signage placed near the Spotlight tracks room
`○ Right to do one (1) promotional item for seat drop during one of the Spotlight
`sessions
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`● Premium 20’x20’ Island booth in the Exhibition Hall
`○ Reserved booth location at entrance of exhibit hall; or
`○ First choice of booth location during booth selection process
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`● NETSOL logo on official conference bag
`○ Placed above the two other bag sponsor logos
`○ Right to distribute promotional material in the conference bag
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`● NETSOL has the right to confirm one (1) lender client as a panel participant
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`● NETSOL logo prominently placed on the step and repeat displayed at the conference
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`● Appreciation of Diamond Sponsorship in the General Session
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`● One-time upgrade of any current ad placement to a two-page spread in Auto Finance
`News.
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`● One month 300x250 banner advertisement on AutoFinanceNews.net
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`● Royal Media will send custom invitations to select attendees on behalf of NETSOL for a
`private after-hours cocktail party, but will not be affiliated as a co-host of the event.
`Royal Media will coordinate with NETSOL in advance to provide access to the attendee
`list to select potential invitees and under the direction of NETSOL, send out an invitation
`to those attendees to participate.
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`● NETSOL will be announced as Diamond sponsor to Auto Finance News’ social media
`audience (LinkedIn and Twitter) after Agreement has been executed
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`● A right of first refusal for Auto Finance events in Europe or Asia, as follows: Royal Media
`is currently considering whether to conduct Auto Finance events in Europe or Asia, but
`has made no such commitment as of the date of this Agreement, and the fees for the
`sponsorship of any such event have not been included in the Sponsorship Fees described
`below. If Royal Media elects, at its sole discretion, to conduct Royal Media Auto Finance
`event(s) in Europe or Asia during the term of this Agreement, Royal Media will provide
`NETSOL with a right of first refusal to be the Diamond Sponsor at any such event in
`Europe and/or Asia, as follows: No later than 180 days prior to such proposed event,
`Royal Media shall provide NETSOL with a non-binding term sheet with the basic
`sponsorship rates and terms and give NETSOL no fewer than ten (10) days to agree to
`such terms. If NETSOL provides Royal Media with written notice within such time period
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`{00376036.DOCX; 1}
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`Case 1:20-cv-05381-PAE Document 1-1 Filed 07/13/20 Page 4 of 8
`Haider Naqvi, NETSOL
`December 10, 2018
`Page 3
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`that it agrees to such terms, Royal Media and NETSOL will negotiate and enter into a
`definitive Diamond sponsorship reflecting such terms, together with other provisions
`that are typical for such a Royal Media event sponsorship. If such definitive agreement
`cannot be reached within thirty (30) days, despite the parties’ respective good faith
`efforts, the first right of refusal in favor of NETSOL with respect to such event shall
`terminate and Royal Media shall be free to offer such Diamond sponsorship to other
`third parties on such terms as acceptable to Royal Media in its sole discretion.
`Notwithstanding anything herein to the contrary, Royal Media shall be entitled to
`withdraw from such event in its sole discretion at any time prior to the execution and
`delivery of the definitive Diamond sponsorship agreement with respect thereto, without
`any further liability to NETSOL.
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`● Discounted registration rate for additional conference participants
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`● Pre- and Post- Conference attendee list (excel file)
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`1. Auto Finance Accelerate
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`NETSOL will assume the sole Diamond Level Sponsorship at Auto Finance Accelerate (the
`“Accelerate Sponsorship”). Auto Finance Accelerate shall be comprised of three (3) Elements: the
`Auto Finance Innovation Summit, the Auto Finance Risk Summit and the Auto Finance Sales &
`Marketing Summit. Royal Media currently intends to hold its Auto Finance Accelerate in its current
`iteration one time annually. However, in the event that Royal Media elects, in its sole and absolute
`discretion, to cancel any annual Auto Finance Accelerate event, Royal Media shall reduce the next
`succeeding scheduled Sponsorship Fee(s) due hereunder in the aggregate amount of $40,000. Royal
`Media shall have no further liability to NETSOL for any such cancellation.
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`If Royal Media chooses to hold Auto Finance Accelerate with different or a reduced number of
`Elements, NETSOL shall have the right to elect, in its sole and absolute discretion, to cancel any
`forthcoming Auto Finance Accelerate Sponsorship, whereup Royal Media shall reduce the next
`succeeding scheduled Sponsorship Fee(s) due hereunder in the aggregate amount of $40,000. Royal
`Media shall have no further liability to NETSOL for any such cancellation.
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`The following are the annual Accelerate Sponsorship deliverables:
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`● Exclusively listed as Diamond level sponsor on all relevant marketing, on-site materials
`and signage for Auto Finance Accelerate, including all marketing, signage and materials
`for:
`○ Auto Finance Sales & Marketing Summit
`○ Auto Finance Innovation Summit
`○ Auto Finance Risk Summit
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`● Ten (10) Complimentary conference registrations
`○ Five (5) complimentary conference registrations for the entire 4-day series
`○ Five (5) complimentary client registrations for each individual event.
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`● Exclusive opening cocktail reception sponsor of Auto Finance Accelerate
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`{00376036.DOCX; 1}
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`Case 1:20-cv-05381-PAE Document 1-1 Filed 07/13/20 Page 5 of 8
`Haider Naqvi, NETSOL
`December 10, 2018
`Page 4
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`○ Cocktail materials printed with NETSOL logo
`○ Logo on cocktail reception signage and additional logo placement during reception
`○ “Sponsored by” reference on conference schedules – mobile app, conference
`website, conference placards
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`● Premier placement of ‘8x10’ Exhibit space setup in the registration foyer throughout the
`entire 4-day Auto Finance Accelerate event series for premium branding and networking.
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`● Rights to distribute one (1) promotional item in the conference bag
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`● Banner ad displayed in Auto Finance Accelerate mobile app, linked to URL of sponsor’s
`choice
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`● Appreciation in general session of all three events
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`● Exclusive logo listing as events title sponsor on select pre-conference marketing material
`to include: print ads, emails and event postcard for Accelerate as well as the three
`individual events. (time sensitive, February 15, 2019)
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`● Discounted registration rate for additional conference participants
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`● Pre- and Post- Conference attendee list (excel file)
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`Except as otherwise set forth In the Royal Media Exhibitor-Sponsor Terms and Conditions
`referenced below, in the event that errors are made by Royal Media in providing to NETSOL the
`deliverables described herein, Royal Media shall correct such errors at its sole cost and expense, but
`shall not be liable in any event for any consequential, special, punitive or exemplary damages or lost
`profits on account of such error.
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`1. TERMS AND CONDITIONS
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`(a) Content of Events. Content of all Royal Media events shall be determined solely by
`Royal Media in its sole and absolute discretion, and all decisions with respect to such content shall
`be made exclusively by Royal Media.
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`(b) Intellectual Property Rights. NETSOL hereby grants to Royal Media a limited, non-
`exclusive, non-transferable, royalty-free license to use the name “NETSOL”, the NETSOL logo and
`other trademarks or service marks of NETSOL during the Term solely for purposes of advertising and
`promoting the events sponsored by NETSOL hereunder. Royal Media recognizes that all NETSOL
`trademarks and service marks possess substantial goodwill and economic value, and expressly
`agrees to not use any NETSOL trademarks other than as described above without NETSOL’s prior
`written consent. Royal Media further agrees that it will not: (1) represent that is has any ownership
`rights or seek to obtain or register any rights in any NETSOL trademark or service mark; or (2) use or
`attempt to register, any trademark or mark in conjunction with any NETSOL trademark or service
`mark, or any trademark or mark confusingly similar to any NETSOL trademark or service mark.
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`(c) Payment Terms and Conditions.
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`{00376036.DOCX; 1}
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`Case 1:20-cv-05381-PAE Document 1-1 Filed 07/13/20 Page 6 of 8
`Haider Naqvi, NETSOL
`December 10, 2018
`Page 5
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`In consideration for the sponsorship rights granted by Royal Media to NETSOL hereunder, NETSOL
`shall pay the Company the following fees (“Sponsorship Fees”):
`●
`In 2019: $139,723
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`In 2020: $139,723
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`In 2021: $139,723
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`In 2022: $139,723
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`In 2023: $139,723
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`Payment for the Year 2019 of this Agreement will be made according to the following schedule:
`● Payment #1 of $34,930.75 due upon execution of this Agreement;
`● Payment #2 of $34,930.75 due February 1, 2019;
`● Payment #3 of $34,930.75 due April 1, 2019; and
`● Payment #4 of $34,930.75 due June 3, 2019.
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`In each of the four subsequent years of this agreement (2020, 2021, 2022, and 2023), payment will
`be made on the following annual schedule:
`● Payment #1: January 2nd
`● Payment #2: March 1st
`● Payment #3: May 1st
`● Payment #4: July 1st
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`Failure to make any scheduled payment shall be deemed a cancellation.
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`(d) Cancellation by NETSOL; NETSOL Default.
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`In the event of a cancellation of this Agreement by NETSOL, NETSOL shall, within ten (10) days of
`such cancellation, pay to Royal Media a termination fee as follows:
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`Date of Decision to Terminate
`From November 30, 2018 -
`December 31, 2019
`From January 1, 2020- December 31,
`2020
`From January 1, 2021 - December
`31, 2021
`From January 1, 2022 - December
`31, 2022
`From January 1, 2023 - October 31,
`2023
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`Termination Fee
`$139,723 (1st Year Fee) + $83,833.80 (15% of the total
`remaining balance for 2020, 2021, 2022, and 2023)
`$139,723 + $62,875.35 (15% of the total remaining balance for
`2021, 2022, and 2023)
`$139,723 + $41,916.90 (15% of the total remaining balance for
`2022 and 2023)
`$139,723 + $20,958.45 (15% of the total remaining balance for
`2023)
`$139,723 (100% of the total remaining balance for 2023)
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`Other than with respect to a payment breach by NETSOL hereunder, which shall be deemed to be a
`cancellation by NETSOL as noted above, in the event of a breach of this Agreement by NETSOL that
`is incapable of cure or, if capable of cure, remains uncured within [thirty (30)] days of Royal Media’s
`written notice to NETSOL describing such breach in reasonable detail, such breach shall be a default
`hereunder, whereupon the foregoing termination fees shall immediately be due and payable by
`NETSOL to Royal Media, without offset or deduction, and Royal Media shall have no further
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`{00376036.DOCX; 1}
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`Case 1:20-cv-05381-PAE Document 1-1 Filed 07/13/20 Page 7 of 8
`Haider Naqvi, NETSOL
`December 10, 2018
`Page 6
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`obligation or liability to NETSOL hereunder.
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`The parties agree that the foregoing termination fees constitute reasonable estimates of Royal
`Media’s actual harm due to the cancellation or default, in the form of agreed-upon liquidated
`damages and not as a penalty.
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`(e) Incorporation of Website Terms and Conditions. By signing this Agreement, you agree
`to be bound by the Royal Media Exhibitor-Sponsor Terms and Conditions in effect as of the date of
`this Agreement, which can be found at https://royalmedia.com/exhibitors-sponsors and are
`incorporated herein by reference. In the event of any conflict or inconsistency between the Royal
`Media Exhibitor-Sponsor Terms and Conditions and this Agreement, the terms of this Agreement
`shall govern.
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`(f) Confidentiality. Neither Party shall disclose the terms of this Agreement to any third
`party other than to such Party’s affiliates, officers, directors, employees and professional advisers
`who need to know such information (collectively, “Representatives”), each of whom shall agree to
`be bound by these confidentiality provisions, without the express written consent of the other
`Party, unless such disclosure is required by law, in which event the disclosing Party shall give the
`other party prompt notice of such proposed disclosure as promptly as practicable. Each Party shall
`be responsible for any breach by its Representatives of the foregoing confidentiality provisions.
`Notwithstanding the foregoing, the fact of the sponsorship agreed hereunder may be publicized
`freely by either Party.
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`(g) Amendment. This Agreement may not be modified except by a written instrument
`signed by authorized representatives of both Parties.
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`(h) Notices. Any written notice required or permitted to be delivered pursuant to this
`Agreement shall be in writing and shall be deemed delivered: (a) upon delivery if delivered in
`person; (b) three (3) Business Days after deposit in the United States mail, registered or certified
`mail, return receipt requested, postage prepaid; (c) upon transmission if sent via email, confirmed
`by a telephone conversation with the recipient; (d) one (1) business day after deposit with a
`nationally recognized overnight courier; in each case addressed to the addresses of the Parties set
`forth herein.
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`(i) Miscellaneous. Each Party represents and warrants to the other Party that it has the
`authority to enter into this Agreement and perform its respective obligations hereunder. Nothing in
`this Agreement shall be construed as creating a partnership or joint venture relationship between
`the Parties, or as establishing an employment relationship between the Parties. The non-
`enforcement of any provision of this Agreement, or failure to insist on strict compliance with any of
`the terms, covenants or conditions hereof, shall not be deemed a waiver of any right granted under
`this Agreement; nor shall any waiver of any right granted hereunder on one occasion be deemed a
`waiver at any other time. In the event that any clause of this Agreement is found by a court of
`competent jurisdiction to be unenforceable, that clause will be considered void to the extent it is
`contrary to the applicable law, but such a finding shall not affect the validity of any other clause, and
`the rest of the Agreement shall remain in full force and effect. This Agreement constitutes the entire
`understanding between Parties with respect to the subject matter hereof and supersedes all prior
`negotiations and agreements, oral or written, between the Parties. The Parties agree that any
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`{00376036.DOCX; 1}
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`Case 1:20-cv-05381-PAE Document 1-1 Filed 07/13/20 Page 8 of 8
`Haider Naqvi, NETSOL
`December 10, 2018
`Page 7
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`principle of construction or rule of law that provides that an agreement shall be construed against
`the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall
`not apply to the terms and conditions of this Agreement. This Agreement may be executed by
`electronic signature and in counterparts.
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`To confirm this Agreement, please sign the bottom of this document and email it to
`rebecca@royalmedia.com.
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`Do not hesitate to contact us with any questions or needs at 678-775-3566 (Rebecca) or 646-572-
`7601 (Jason).
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`We look forward to working with NETSOL.
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`Sincerely yours,
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`ROYAL NEWS CORP.
`
`By: _______________
`Name:
`Rebecca Darakhshan
`Title:
`Sales Manager
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`AGREED AND ACCEPTED:
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`NETSOL TECHNOLOGIES, INC.
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`By: _________________
`Name:
`Title:
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