0% found this document useful (0 votes)
476 views15 pages

Background Music Director Agreement

This document is a background music director agreement between a film production company called AB International Films LLP and a background music director. Some key details: 1) The production company is hiring the background music director to create musical works for their upcoming Hindi film titled "Walker House." 2) The agreement defines terms like "musical works," "rights," "services," and outlines that all intellectual property in the works will be assigned to the production company. 3) The background music director agrees to provide their services, including creating background scores and music, to the production company according to the terms of this agreement.

Uploaded by

abishekburner
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOC, PDF, TXT or read online on Scribd
0% found this document useful (0 votes)
476 views15 pages

Background Music Director Agreement

This document is a background music director agreement between a film production company called AB International Films LLP and a background music director. Some key details: 1) The production company is hiring the background music director to create musical works for their upcoming Hindi film titled "Walker House." 2) The agreement defines terms like "musical works," "rights," "services," and outlines that all intellectual property in the works will be assigned to the production company. 3) The background music director agrees to provide their services, including creating background scores and music, to the production company according to the terms of this agreement.

Uploaded by

abishekburner
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOC, PDF, TXT or read online on Scribd
You are on page 1/ 15

BACKGROUND MUSIC DIRECTOR AGREEMENT

This Background Music Director Agreement (“Agreement”) is made and entered into at
Mumbai, India on this [] Day of July 2022.

BY AND BETWEEN

AB INTERNATIONAL FILMS LLP, a limited liability partnership, through Mr Amit


Basnet having its registered address Office No. 618-B, Samartha Aishwarya, CTS No.
1/222A, Oshiwara, Andheri West, Mumbai – 400053, hereinafter referred to as “Producer”
(which expression shall unless repugnant to the context or meaning thereof be deemed to
include his legal heirs, partners, successors, administrators, executors and assigns) of the
FIRST PART
AND

______________, a citizen of India holding PAN no __________and currently residing at


________________________, hereinafter referred to as the “BACKGROUND MUSIC
DIRECTOR/ BMD” (which expression shall unless repugnant to the context and meaning
thereof mean and include their heirs, executors, administrators) of the SECOND PART.

RECITALS;

A. Producer is engaged in the business of film production and other allied business relating
to the entertainment industry at large and have a prestigious reputation and goodwill
within the society as well as the film industry at large.
B. Producer is desirous of producing a Hindi film tentatively titled “Walker House”
(hereinafter referred to as “the Film”/ “the said Film”) which shall be co-produced by
The Production Headquarter (TPHQ).
C. All rights, title and interest given to the producer shall be subject to the terms and
understanding as laid out in the co-production agreement between TPHQ and ABI
INTERNATIONAL FILMS.
D. Producer desires to engage BMD to avail the Services of BMD in connection with the
Film which includes but is not limited to creation of musical works. At the request of
Producer, BMD agrees to render services in connection with the Film in accordance with
the terms and conditions of this Agreement.

NOW THEREFORE, IN CONSIDERATION OF THE PROMISES, REPRESENTATIONS,


WARRANTIES, COVENANTS, CONDITIONS AND OTHER OBLIGATIONS HEREIN
AND GOOD CONSIDERATION WHICH THE PARTIES ACKNOWLEDGE AS
ADEQUATE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS:

1|Page
1. DEFINITIONS AND INTERPRETATION:
1.1. In this Agreement, except where the context otherwise requires, the following
words and expressions shall have the following meanings:
1.1.1 "Agreement" shall mean this Agreement and any and all annexures and
schedules attached to it or incorporated in it by reference and shall include
any modifications of this Agreement as may be mutually agreed in writing.
1.1.2 "Confidential Information" shall mean any information that is not publicly
available and is provided by the Producer to the BMD for the purpose of
implementing this Agreement and in relation to the BMD’s obligations
including rendering its Services, confidential information shall mean the
production details about the Film, including but not limited to the cast and
crew for the Film, the budget of the Film, the processes, techniques and plans
of Producer to be used in making of the Film, any trade secrets of Producer,
the Services to be rendered herein by the BMD, any financial information or
any proprietary information relating to the Film and the business of Producer.
1.1.3 “Film” shall mean the cinematograph film, tentatively titled “Walker
House”
1.1.4 "Intellectual Property" includes patents, trademarks, service marks, trade
names, registered designs, design right, copyrights, rights of privacy and
publicity; and other forms of intellectual or industrial property, know how,
inventions, confidential or secret processes, trade secrets, any other protected
rights or assets and any licenses and permission in connection therewith, in
each and any part of the world and whether or not registered or registerable
and for the full period thereof, and all extensions and renewals thereof, and
all applications for registration in connection with the foregoing which are
recognized or may be granted under any applicable law.
1.1.5 “Literary Works” shall mean all the underlying literary works comprised in
the Work(s) including without limitation, the lyrics in the songs incorporated
in the Song.
1.1.6 "BMD’s Incapacity" means that by reason of any mental or physical
disability, the BMD shall be incapacitated from performing or complying
with any of the material terms or material conditions hereof.
1.1.7 “Musical Works” shall mean the song including but not limited to the
original music composition as incorporated in such songs; or original sound
track being the musical composition incorporated in the Song as original
sound track; the performances of the singers incorporated in the songs, if any;
and shall include any other scores or other music scores or any musical work,
literary work whether or not recorded in graphic notation, including but not
limited to all world-wide rights therein and all copyrights and all related
rights therein, and includes sound recordings of performances of the songs, in
any mode or medium, format, platform whatsoever, including any and all

2|Page
allied, incidental and ancillary rights whether now known or hereafter to
become known or come into being.

1.1.8 “Rights” in respect of the Work(s) shall mean and include i) any and all
rights including but not limited to Intellectual Property Rights, derivative
rights, including entire copyright as per provisions of Copyright Act, 1957
(as amended from time to time) (“Act”) as well as the right to know-how,
goodwill and title therein, and the right to enforce the copyright in the
Work(s), ii) the right to exploit the Work(s), and its underlying works,
collectively or individually, across all the modes, media and formats of
exploitation whether now known and in commercial use and/or hereafter
invented based on the modes, media and formats of exploitation whether now
known and/or hereafter invented, throughout the Territory and for perpetuity,
whether now existing or that shall come into existence in the future. For the
purpose of this Agreement “Rights" in Work(s) shall mean and include all
rights including but not limited to the all rights of action and all other rights
of whatever nature now known to which BMD is now entitled by virtue of or
pursuant to any of the laws in force in any part of the world to hold to the
time being capable of being assigned by BMD together with any and all
renewals, revivals, reversions and extensions etc. throughout the
world/universe, assigned by BMD to the Producer under this Agreement.
1.1.9 “Territory” shall mean entire universe.

1.1.10 “Term” for the purpose of rendering the Services by BMD shall continue to
be in force until full, final and complete performance of all Services,
obligations, undertakings and warranties of the BMD, unless terminated
earlier in accordance with the provisions of this Agreement; however, the
term for the purpose of assignment of Rights in the Works in favour of
Producer shall be in perpetuity.
1.1.11 “Work(s)” shall mean and include all the Musical Works developed,
produced, created and/or acquired by the BMD by virtue of the terms of this
Agreement for the film.
1.1.12 “Services" shall mean and include the services customarily rendered by the
BMD in relation to a cinematograph film as may be instructed by Producer or
director, from time to time.
1.1.13 “Works” includes but is not limited to all works of authorship, diagrams,
drawings, animated drawings, storyboards, pictures, photographs, films,
images, set and art designs and other designs, art works, expression of ideas
or information, themes, plots, stories, characterizations, scripts, screenplay,
music, lyrics, songs, soundtracks, sound recordings, dialogues, writings,
rewrites, changes, additions, deletions, titles, subtitles translation,

3|Page
synchronization, doubling, dubbing, performance, models, documents and
other things and materials collected, complied, contributed, developed,
produced or created by the BMD, in whatever form or medium, (whether
individually or jointly with the Producer) in relation to and/or in the course of
the performance of the Services of the BMD under this Agreement.
1.2 Unless the context otherwise requires:
1.2.1 Words importing the singular include the plural and vice versa; and
1.2.2 Any reference to a statutory provision shall be deemed to include a reference
to any rules or regulations thereunder and any statutory modification or re-
enactment thereto; and
1.2.3 The clause headings do not form part of this Agreement and shall not be
taken into account in its construction or interpretation.
1.2.4 Any reference to the BMD in this Agreement shall mean and include its
entire team including assistants and representatives either on the BMD’s
permanent rolls or hired by it in relation to providing Services in respect of
the Film or otherwise (“Crew”).
2. SERVICES:
2.1 Producer hereby engages the BMD to render its Services as contemplated in this
Agreement in relation to the Film for the Consideration and the BMD hereby agrees
to provide its Services to the Producer to the best of its skills and ability in a
professional manner at such locations and on such dates and at such times as may be
specified by Producer.

3. OBLIGATIONS OF THE BMD AND RIGHTS OF PRODUCER:


3.1 Without limiting the scope of Services of the BMD as understood in the film industry
in relation to a cinematograph film and without prejudice to the rights of the
Producer, the BMD inter alia agrees, covenants, and undertakes the following:
3.1.1 Availability: From the date as may be intimated to the BMD by Producer, the
BMD shall make itself available (including its Crew) at the discretion of
Producer at any location as may be required by Producer.
3.1.2 The BMD shall render its Services at any location requested by the Producer
or director on an exclusive and first priority basis on the days and time
committed by the BMD or as otherwise agreed between the Parties and on a
non-exclusive but first call basis during pre-production and post-production
of the Film;
3.1.3 The BMD shall take all steps necessary to ensure the smooth and timely
execution of its Services to ensure that no delay ensues in relation to the
Film.

4|Page
3.1.4 The BMD undertakes to fully co-operate with Producer, its employees,
representatives or associates for all purposes relating to the production of the
Film and also with the director, cinematographer, writer, artists, technicians,
choreographers, set designers or others whose services may be utilized by
Producer in the course of the Film.
3.1.5 The BMD undertakes to take all steps, sign all documents and comply with
any and all requirements as are necessary for Producer in relation to the Film;
3.1.6 The BMD undertakes not to indulge in any activity or participate in any
transaction which is intended to or is reasonably likely to jeopardize, restrict,
or diminish the completion or marketability of the Film or is likely to
adversely affect the Film;
3.1.7 The BMD agrees and undertakes that it shall not divulge the Confidential
Information to any third party without obtaining prior written approval of the
Producer;
3.1.8 The BMD fully understands and hereby undertakes and confirms that it shall
not appoint any person as its proxy/replacement to fulfill the obligations as
undertaken herein and the work shall be carried out personally by the BMD.
Further, the BMD shall provide Producer with a list in writing of all the
individuals forming part of the Crew within 7 (seven) days from the date of
execution of this Agreement. It is specifically agreed between the Parties that
Producer shall not be responsible for any cost or expense in relation to the
suppliers or the Crew of the BMD, including remuneration cost and any such
cost or expense shall be solely borne by the BMD. The BMD undertakes to
be fully responsible for all acts and deeds of the Crew and hereby undertakes
and confirms that it shall ensure that the Crew is in strict compliance of the
terms agreed upon herein;
3.1.9 Producer shall retain all approvals and controls in respect of the Film,
including without limitation, all creative, business and other matters (e.g.
production, exhibition, exploitation, advertising, publicity, promotion, legal,
marketing and distribution);
3.1.10 Producer shall have the irrevocable, unconditional and exclusive right to use
and to license the use of BMD's, sobriquet, pseudonym, photograph,
likeness, and/or caricature by any means and in connection with the Film and
the advertising, publicizing, promotion, merchandising, exhibition, and/or
other exploitation thereof and any allied and ancillary right in the Film in any
manner in all media and by any means now known or invented in the future;
3.1.11 The BMD shall make itself available for all publicity, promotional and
marketing activities in relation to the Film and before and after the release of
the Film at any location and time, as may be required by the Producer. The
BMD’s Services shall also include the making of so-called "behind the
scenes" motion film documentaries, and electronic press kits;

5|Page
3.1.12 In case the BMD is a member of any association(s), the rules made therein
are independent and exclusive to the BMD and are not incorporated in
(expressly or impliedly) this Agreement.
3.1.13 The BMD fully understands and hereby undertakes and confirms that in the
event the BMD is unable to render its Services herein, it shall inform the
Producer of the same as soon as reasonably practicable and, in any event,
within two days. For avoidance of any doubt, it is clarified that, if the
Producer has to appoint any third party due to BMD being unavailable, to
fulfill the Services and its obligations as undertaken herein, the cost and
expenses borne by the Producer may be deducted or retained from the
Consideration;
3.1.14 The BMD agrees and acknowledges that time is of essence for the Services to
be rendered under this Agreement and any delay caused by the BMD in
handing over of the Works beyond the agreed time will cause irreparable loss
and damage to the Producer. Therefore, the BMD shall use its best efforts to
ensure that the Film is completed in a timely manner and no delay is
attributable to its conduct, action, or deeds; and
3.1.15 The BMD acknowledges and confirms that nothing shall prohibit, prevent or
hinder Producer from engaging the services of any other person for the
purposes stated herein, at any time, prior to or during the production or post
production of the Film.
3.1.16 The BMD or its Crew or any of the representative shall not at any time and in
any manner whatsoever exploit for its personal profit or gain any of the
characters, story, script, screenplay, musical score, lyrics, dialogues,
footage/s or special effects (and/or any adaptations thereof) that are created
for the Film irrespective of the fact that the BMD or its Crew had rendered
the Services in creation of the Film.
3.1.17 In the event Producer requires the Services of the BMD for the completion,
addition and/or alteration for the Film, the BMD shall, to its best efforts, and
on a priority basis, be present on such further dates and locations as may be
requested by Producer.
3.1.18 The producer is notobligated to use the work in whole or in part delivered by
the BMD under this Agreement for the Film
3.1.19 The Producer shall not be liable to the BMD for:any loss or damage to the
BMD’s or its Crew’s property sustained at or whilst in transit to or from
places at which the BMD shall render the Services; norany personal injury,
ailment or death of the BMD or the Crew arising out of or during the BMD's
engagement or whilst in transit to or from places at which the BMD shall
render the Services, save to the extent any such injury, ailment or death is
caused by the Producer’s negligence.

6|Page
3.1.20 All rights, title and interest (including copyright) in the Works and materials
used therein vest exclusively in the Producer and the BMD shall not raise any
claims against the Producer in this regard.
3.1.21 During the subsistence of this Agreement, if rendering of Services by the
BMD involves travel in relation to the Film or otherwise, Producer shall
determine the means to be adopted for such travel and shall arrange for
suitable accommodation if required for the BMD.
3.1.22 The BMD further agrees that the Services to be rendered by the BMD shall
also include the following:
 advise the Producer generally on all matters relating to the Work(s)
and the Deliverables;
 attend briefing sessions organized by the Producer to understand the
various situation(s)/scene(s) in which the Work(s) are required for the
Film including the timing, length, placement, situations and the type
of songs to be used;
 supervising and directing the activities of music mixing, dubbing,
music editing, recording of the music and also the final mixing of the
music etc.
 make such changes to the Work(s) either in full or in part as required
by the Producer from time to time at any time during the production
of the Song; and
 in the event the Central Board of Film Certification ('CBFC’) or any
other similar relevant organisation asks for any modifications in the
version of the Work(s) in the Song as submitted, then the BMD shall
modify the Work(s) as per the requirement of the CBFC or such
organisation.
3.1.23 The BMD shall document, prepare and supervise the preparation of all music
cue sheets relating to the Work(s) incorporated in the Song containing full
and accurate details of all cue listings, durations, composers, lyricists,
arrangers, publishers and other information required by the Producer.

3.1.24 The BMD shall be responsible for hiring/engaging and making all and any
payments at its sole expense to the session/chorus singers, other vocalist (not
the lead/main singer), musicians, arrangers, voice over artists, music
supervisors, music editors, orchestra and orchestrator, technicians, mastering
engineers, recording and mixing studios, mastering studios, any equipment
and such other staff required for the performance of its obligations and
rendering of its Services under this Agreement. All such engagements shall
be done on “work-for hire basis” and/or commissioned basis at the instance
of the Producer such that the entire intellectual property rights and

7|Page
results/proceeds out of their services shall exclusively belong to and vest with
the Producer in perpetuity. BMD shall be solely responsible and/or liable for
all the obligations, liabilities, acts and omissions under such engagements
including payment of consideration/fees and stamp duty. BMD shall
indemnify and keep indemnified the Producer from and against any and all
claims, acts and/or omission by any contributor/personnel under such
engagements.

3.1.25 The BMD shall not release any output of the Work(s) or Deliverables in any
form or format to anyone without prior written approval of the Producer.

4. CONSIDERATION:
4.1 Subject to the full, complete, and timely performance of the Services and other allied
activities in relation to the Film, Producer shall pay to the BMD an "all-inclusive"
consideration amount of a sum of ____________________and subject to deduction
of tax at source at applicable rates. Producer shall make the payments of the
Consideration to the BMD in accordance with the payment detailed below:
20% Within 15 days of the signing the agreement
20% 30 days before the start of the principal photography
20% At the end of principal photography
20% At the end of dubbing and post production
20% On seeing the First Copy of the Film
4.2 The said Consideration shall be the full and final compensation for all the
Services rendered by the BMD during the continuation of this Agreement and for the
rights granted under this Agreement. For avoidance of any doubt, it is clarified that
the Consideration includes the fee of the Crew hired by the BMD and no separate fee
shall be payable by the Producer to any such assistant/Crew hired by the BMD for
rendering the Services to the Producer.
5. INDEMNITY:
The BMD hereby agrees to indemnify and keep indemnified Producer from and against
any and all loss, damages, claims arising from or out of any obligation, representation,
warranty, undertaking or covenant hereby made/agreed/undertaken by the BMD turning
out to be false, untrue, misleading, incorrect and/or breached.
6. INTELLECTUAL PROPERTY RIGHTS:
6.1 The Parties agree that Producer shall be the sole, absolute and exclusive owner of all
the rights of the BMD and all rights in and to the Works and other allied work of the
BMD's Services under this Agreement including but not limited to the sole and
exclusive Intellectual Property Rights, negative rights (sound negative and picture

8|Page
negative) in the Works and any work embodying the Works for recording,
distribution, exhibition, exploitation (in all media now known or to be invented in the
future), performance, merchandising rights, publishing, dubbing, sub-titling,
mechanical synchronization, broadcasting rights in any medium or
format whatsoever (whether intended for theatrical exhibition, video gram
distribution, television broadcast, online streaming, wire or electronic transmission
over the internet or mobile handsets or any comparable service whether on an
interactive basis or otherwise, and all derivative rights including without limitation,
all prequels, sequels and remakes rights) (including without limitation radio, cable,
internet and satellite), television productions, video gram (DVD, videocassette, video
disc, laser disc or other home video format), rental and lending rights, and the rights
to communication to the public, work and any work embodying the work including
live dramatic or stage productions, publicity materials, all forms of broadcast
publication, soundtracks and sound recordings, merchandising, commercial tie-ups
and tie-ins, adaptation of the work for the purpose of audio-visual adaptations of any
and all kinds and any and all ancillary and allied media, formats and all copyright
and other rights in the said Film and all its underlying Works and paraphernalia,
including any other rights howsoever arising from or touching the Film now in
existence and those that may be discovered or developed or invented in future for the
territory/territories of entire world including the India i.e. universal rights during the
full period of copyright and all possible renewals, revivals, reversions and extensions
of copyright and thereafter (insofar as may be or become possible) in perpetuity.
6.2 The rights of Producer stated in this Agreement including the rights stated in Clause
above, are unconditional, irrevocable, absolute, exclusive, and perpetual, and shall
subsist worldwide and throughout the universe, as now understood or hereafter
discovered. The BMD irrevocably and unconditionally waives the benefits of any
provision of law known as "moral rights" (including any of the BMD’s rights under
Sections 17 of the Copyright Act 1957 ) or any similar laws of any jurisdiction.or
otherwise, in relation to the Film and the Works, in perpetuity, including all of the
BMD's Services, and enforcement thereof, and all claims and causes of action of any
kind with respect to any of the foregoing. In the event BMD has any rights in and to
the Works and any work embodying the Works (including the Film) that cannot be
assigned to Producer as provided above and cannot be so waived, BMD hereby
grants to Producer an exclusive, worldwide, royalty-free license during the term of
such rights to reproduce, distribute, modify, publicly perform and publicly display,
with the right to sub-license and assign such rights in and to Producer including
without limitation, the right to use in any way whatsoever the Works and any work
embodying the Works (including the Film) and the Services. To the extent any of the
foregoing is ineffective under applicable laws, BMD hereby provides any and all
ratifications and consents necessary to accomplish the purposes of the foregoing. The
BMD shall confirm any such ratifications and consents from time to time as
requested by Producer. It is agreed that if the BMD fails within 7 (seven) days of
request from the Producer to do the requested acts and execute the relevant

9|Page
documents, the BMD hereby appoints the Producer to be its attorney to execute and
do any such instrument or thing, and generally to use its name, for the purpose of
giving the Producer the benefit of this Agreement. This power of attorney is
irrevocable as long as any of the BMD's obligations under this Agreement remain
undischarged. The BMD must ratify and confirm everything that the attorney and
any substitute attorney does or arranges using the powers granted under this Clause
5.
6.3 The BMD acknowledges and agrees that Producer is not obligated to use the Works
or Services or any part thereof or otherwise exploit the Works in any manner
whatsoever or continue to do any of the foregoing.
6.4 The Works developed by the BMD shall at all times constitute and shall be deemed
to constitute works-made-for-hire/commissioned works developed at the instance of
the Producer in accordance with the Act under a ‘contract of service’ as per Section
17 (b) and 17 (c) of the Act, and the Producer shall be the first and exclusive owner
of all rights including but not limited to Intellectual Property Rights and copyright in
the Works for all purposes, for the entire Territory and in perpetuity. The Producer,
as first and exclusive owner, shall have the sole and exclusive right to exercise all
rights comprised in copyright in the Works in accordance with Section 14 (1) (a) of
the Act, or any other equivalent provision thereof. The BMD further acknowledges
that the Producer shall be the sole and exclusive owner of derivative rights and shall
have the sole and exclusive right to produce derivative works based on the Works.

6.5 It is acknowledged by the Parties that the provisions of sections 19 (4), 19 (8), 19A
and 30A of the Act have no application or effect on the terms of this Agreement,
owing to this being a contract of service. The Parties agree that in case the said
sections are held or deemed to be applicable, the BMD shall expressly waive all
benefits and rights claimable or entitled to the Producer under the sections mentioned
in this clause.
6.6 Its agreed between Parties that to the extent that the assignment of Rights in the
Works in relation to future medium or mode of exploitation is not held valid by
operation of law, notwithstanding the assignment of such rights in favour of
Producer, BMD hereby also grants an irrevocable, exclusive, sub-licensable,
perpetual license for the entire universe to the Producer for any such future medium
or mode of exploitation as may be developed in the future and the BMD
acknowledges the receipt and sufficiency of Consideration in this regard.
Notwithstanding the above, it is hereby agreed that the BMD shall not have any right
to assign the Rights in the Works for such means and modes of exploitation which
are not mentioned under this Agreement and are not presently known or in
commercial use and the rights in the same shall exclusively vest with the Producer by
virtue of the perpetual license granted under this clause. Any transfer of Works in
any future mode or means of exploitation which are not presently known, invented or
in commercial use, to any third party, in breach of BMD’s obligation set out herein

10 | P a g e
shall be deemed null and void and shall constitute a material breach of this
Agreement.

6.7 BMD shall ensure that the Works are free from any encumbrances to relevant
registered copyright society and shall ensure that the BMD does not represent to any
registered copyright society as the owner of any rights in the Works and confirms,
undertakes and warrants that the rights vested in the Producer under the terms and
conditions of this Agreement shall not, in any way, be in contravention of Section 19
(8) of the Act.

6.8 BMD hereby acknowledges, agrees and confirms Producer’s title, interest, sole and
exclusive ownership over the entire Intellectual Property Rights in respect of the
Work(s) and other related material at any time created by the BMD for the purpose
of including in the Work(s) which in any way relate to the Song and all products that
may be generated as a result of the Services which are ancillary and incidental to the
creation of the Work(s), in all form, format and media, whether in existence now or
which may arise in future including the right to sequel, prequel, remake, dubbing
rights, animation, games, publishing, adaptation, performance rights etc. in all the
languages existing in the world, for the entire term of the copyright and the entire
territory of the world.

6.9 The Producer retains the exclusive right to use, adapt and change the Works in whole
or in part, and to combine the Works with other works and/or all rights of
Exploitation of the Works. For the purpose of this clause, “Exploitation” shall mean
the utilization of the Work(s) as may be decided by Producer in its sole discretion
and shall include the making of a Cinematograph Film or Sound Recording, Visual
Recording in respect of the Works, Communication to the Public, Broadcast,
Performance in Public, adaptation, reprography, reproduction, distribution, sale,
commercial rental, assignment, licensing, merchandising, remakes, sequels, prequels,
versions, translations, including but not limited to the broadcasting thereof by radio,
internet and any and all form of television including but not limited to terrestrial,
satellite, direct to home, cable, IPTV, FTTx, any form of video on demand (including
but not limited to Pay-per-View, NVOD, SVOD, PVOD, FVOD made available for
being seen or heard or delivered or exploited through wire or wireless including but
not limited to internet, websites including but not limited to social networking
websites, blogs, internet or mobile streaming or download services (whether free,
pay or subscription based), computing & networking devices,
mobile/telecommunication system based platforms, mobile TV, theatrical or non-
theatrical, merchandising rights, rights at ship, air or sea, or any other means now

11 | P a g e
known or existing or in commercial use or additionally hereinafter invented or
developed in the future based on the existing technologies or technologies known to
be in commercial use presently. For the purpose of this clause, the terms ‘Broadcast’,
‘Communication to the Public’, ‘Cinematograph Song’, ‘Performance /Perform in
Public’, ‘Sound Recording’, ‘Visual Recording’ shall have the same meanings as
defined in the Act as amended from time to time and all analogous rights subsisting
under the laws of each and every jurisdiction throughout the world.

6.10 The BMD recognises the Producer’s need to be able to deal with the Work(s)
without restriction including the images, voice or any other aspect of the BMD which
renders as part of the present Agreement. Therefore, the BMD hereby agrees that
irrevocably and unconditionally Producer shall be entitled to use the Work(s) in any
manner whatsoever and exploit the same in any manner whatsoever on any platform
whether presently known and/or in commercial use or such platforms which are
developed or invented in future based on the platforms presently known and/or in
commercial use without seeking any prior approval for such use including any
changes, modifications, alterations, versions, changes of such Work(s), provided
such changes of and to the Work(s) are not prejudicial to the reputation of the BMD,
and creation of any new work based on such Work(s) and BMD shall not file any
cases or proceedings against the Producer claiming damages or restraining the
Producer for any such use under the provisions of Special Right under Act in India or
waives, to the extent permissible law, the benefit of any provision of law known as
"droit moral," "droit auteur" and "droit de suite" or any similar law in any country of
the world including BMD’s Special Right under the Act in respect of the exercise of
the Producer’s Rights hereunder, and the BMD hereby irrevocably and
unconditionally grants all necessary consents under any applicable laws.

6.11 The BMD acknowledges that the Deliverables may be remade/reproduced,


adapted, dubbed, sub-titled, revised, edited and/or combined with other works. The
Producer shall not be obliged to appoint the BMD for any sequel, prequel and/or any
derivative work of the Song and the BMD shall not have any claim, lien, rights, title
and/or interest in any Musical Works and/or Literary Works of such sequel, prequel
and/or any derivative work of the Film.. However, the BMD shall at all times be
entitled to credits as the original composer under law. BMD shall not make any
substantially similar musical compositions/songs to be incorporated in the Song for
any third party in perpetuity thereof.

7. REPRESENTATIONS AND WARRANTIES:


The BMD hereby represents and warrants to Producer as follows:
7.1 that it is not under any disability, restriction, or prohibition, whether legal,
contractual, or otherwise, which shall prevent it from performing or adhering to any

12 | P a g e
of its obligations under this Agreement, and it has not entered into and shall not enter
into any agreement that may violate this Agreement;
7.2 that the BMD and its Crew possess the necessary skills, expertise and experience to
render the Servicer hereunder in accordance with the terms and conditions of this
Agreement;
7.3 that no litigation, arbitration, or administrative proceedings are threatened, pending,
which call into question the validity or performance of its obligations under this
Agreement;
7.4 the Services and any part or element thereof, and the exploitation or any other use of
the rights herein granted shall not violate or infringe upon the copyright, trademark,
trade name, patent, literary, dramatic, musical, artistic, personal, civil or property
right, or any other right of any person, or defame, invade the right to privacy of or
constitute a defamation against any person;
7.5 that BMD has not and shall not enter into any arrangement or agreement to render its
services to a third party during the subsistence of this Agreement which would or
might conflict with the rendering of the BMD's Services under this Agreement;
7.6 the rights granted under this Agreement includes the permission with respect to the
copyright in any work comprising the Works or Services of the BMD in the Film and
all allied and ancillary rights in the Film, and the requisite consents have been
obtained by the BMD; and
7.7 the BMD is a self-employed person for tax purposes and will be solely responsible
for all income tax due in respect of the rendering of the Services and shall indemnify
the Producer, and keep it indemnified, against any losses, costs, damages or
proceedings arising out of or in connection with any non-payment by the BMD
and/or non-deduction by the Producer of any income tax. Without prejudice to the
foregoing, in the event that the Producer is held liable for part of any tax applicable
to the BMD’s engagement, the Producer shall be entitled to deduct such sums from
any payments due to the BMD under this Agreement
8. PRESENTATION CREDITS:
Subject to the full, complete and timely performance of the Services and obligation by the
BMD, in accordance with the terms and conditions of this Agreement, the BMD shall be
given due credit in the Film subject however that the decision relating to and the finalization
thereof of the credit titles scroll be the sole prerogative of Producer. It is clarified that in the
event of termination of this Agreement for breach, Producer shall not be under any
obligation to give any credit to the BMD.
9. TERMINATION:
9.1 The BMD’s engagement under this Agreement shall be suspended if the BMD is
prevented by any incapacity from rendering any of its Services hereunder
consecutively for 5 (five) days during principal photography or 12 (twelve) days in
the aggregate during subsistence of this Agreement. For avoidance of any doubt, it is

13 | P a g e
clarified that if the Producer has to appoint any third party, due to BMD being
unavailable, to fulfill the Services and its obligations as undertaken herein, the cost
and expenses borne by the Producer shall be deducted or retained from the
Consideration payable to the BMD by the Producer and no amount shall accrue or
become payable to the BMD hereunder during the period of suspension or
consequent termination accordingly.
9.2 Without prejudice to any other claims or rights that the Producer may have against
the BMD and subject to the provisions of clause 8.3, the Producer may immediately
terminate this Agreement on written notice to the BMD, if the BMD at any time
fails, is unable, neglects or refuses to perform the Services or observe any of its
obligations specified in this Agreement at any time and in the manner provided
herein, or is otherwise in breach of this Agreement and fails to remedy such breach
within 4 (four) days of receipt of the Producer's notice. Further, the BMD shall be
liable to refund any excess Consideration paid by the Producer to the BMD until the
date of such termination within 4 (four) days of such termination.
9.3 Without prejudice to the above, Producer shall also be entitled to terminate the
BMD’s engagement at its sole discretion by providing a 15 (fifteen) days prior
written notice.
9.4 If this Agreement is terminated for any reason, the rights granted, licensed and
assigned in this Agreement to the Producer in and to the Works under this
Agreement shall remain vested with the Producer for the entire world and in
perpetuity.
9.5 In the event of termination of this Agreement by Producer, the Parties agree
that Producer shall be entitled to hire any other person to undertake the role and
services of the BMD to complete the Film, as it deems fit, in its sole discretion.

10. MISCELLANEOUS:
10.1. Relationship of Parties: Nothing herein contained shall be construed to
create a partnership, joint venture, association of persons, agency, or employment
agreement between the Parties hereto.
10.2. Entire agreement: This Agreement, together with all agreements and
documents executed contemporaneously with it or referred to in it, constitute the
entire agreement between the Parties in relation to its subject matter and supersedes
all prior agreements and understanding, whether oral or written, with respect to such
subject matter, and no variation of this Agreement shall be effective unless reduced
to writing and signed by or on behalf of a duly authorized representative of each of
the Parties.
10.3. Notice: Notice to the Parties shall be in writing and shall be sent at the
addresses first hereinabove mentioned. In case, there is any change in the addresses
of a Party, the same shall be communicated immediately (not later than 7 (seven)

14 | P a g e
days) to the other Party, failing which any notice sent to the earlier address of the
said Party shall be deemed to be valid service of such notice.
10.4. No Rescission: The remedies of the BMD in the circumstances of any breach
or repudiation of this Agreement by the Producer or any third party shall be limited
to the BMD’s right to recover actual damages in an action at law. The BMD shall
not be entitled by reason of any breach or repudiation to interfere, inhibit, enjoin or
restrain the development, production or exploitation of the Film or any of the allied
and ancillary rights connected with the Film.
10.5. Assignment: The BMD shall not assign any of its rights and obligations
under this Agreement to any third party. Producer has the right to assign its rights
and obligations under this Agreement to any third party without seeking BMD’s
consent.
10.6. Severability: Should any provision of this Agreement be held to be invalid,
the remainder of this Agreement shall be effective as though such invalid provision
had not been contained in this Agreement.
10.7. Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of India.
10.8. Jurisdiction: The Parties agree that the Courts of Mumbai shall have
exclusive jurisdiction regarding any matter arising out of or related to this
Agreement.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THESE
PRESENTS ON THE DAY AND YEAR FIRST HEREINABOVE WRITTEN SIGNED
AND DELIVERED BY the within named Producer by the hands of its Authorized
Signatory:

Signed and delivered by the within named )


The Producer or the Party of the First Part )
ABI INTERNATIONAL FILMS LLP )
Through Mr. Amit Basnet)
The Party of the First Part

Signed and delivered by the within named )


The Party of the Second Part/BMD)
________________________________ )
The Party of the Second Part )

15 | P a g e

You might also like

pFad - Phonifier reborn

Pfad - The Proxy pFad of © 2024 Garber Painting. All rights reserved.

Note: This service is not intended for secure transactions such as banking, social media, email, or purchasing. Use at your own risk. We assume no liability whatsoever for broken pages.


Alternative Proxies:

Alternative Proxy

pFad Proxy

pFad v3 Proxy

pFad v4 Proxy