Revised Draft Agreement For Service - MDR (29.01.2022)

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Draft for discussion only.

29.01.2022

AGREEMENT FOR SERVICES:

This Agreement for Services (hereinafter referred to as “Agreement”) is made and entered into
on this [___] (hereinafter referred to as “Date of Execution”) by and between:a

Mitteldeutscher Rundfunk, Germany, an institution incorporated in Germany under the German


Laws, being represented through its Indian Liaison Office at F-4 South Extension Part-II, New
Delhi – 110049, hereinafter referred to as the party of the First Part or “MDR” (which
expressions shall, unless repugnant to the context or meaning thereof, mean and include its
executors, administrators and assigns as the case may be/as the context may require); and

Ms. Prerna Mittal, B-102, Swasthya Vihar, Delhi – 110092 Mr. N.S. Umesh, A-241, First Floor,
Sector-46, NOIDA – 201301 (U.P.), hereinafter referred to as the party of the Second Part or
“Service Provider” (which expressions shall, unless repugnant to the context or meaning thereof,
mean and include its executors, administrators and assigns as the case may be/as the context may
require).

MDR and the Service Provider are hereinafter individually referred to as “Party” and collectively
as the “Parties”.

WHEREAS, MDR is in the business of T.V. Media and public broadcasting and frequently
requires services of administration of its day-to-day activities related to cameramen and
videographers for its activitiesAccounts & Administration.

AND WHEREAS the Service Provider will be appointed to the position of Manager-Accounts &
Administration to provide administrative services, including but not limited to the services
mentioned in Annexure – A. is a professional cameraman and videographer, and provides
services for hire in that area. The Service Provider is desirous of providing his services for hire to
MDR as per MDR’s requirements.

AND WHEREAS, MDR has agreed to engage the Service Provider on a retainer basis to provide
his services for hire as and when required by MDR.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY MUTUALLY


AGREED, DECLARED AND CONFIRMED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:

1. SERVICES, WORK ORDERS:


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29.01.2022

1.1. The Service Provider shall render and provide the professional services to MDR in
accordance with Annexure – A “Description of Services”, the terms and conditions of
this Agreement, and as may be required by MDR and specified from time to time for
particular projects and assignments.

1.2. The Service Provider shall render and provide the services to the satisfaction of MDR and
within the time period prescribed by MDR.

1.3. The Service Provider shall be free to take up any assignments, projects, works, etc. from
any third-party. However, the Service Provider shall ensure that first priority is given to
MDR.

2. TERM:

2.1. This Agreement shall come into effect on the Date of Execution and shall continue to be
in effect for a period of 12 (twelve) months, after which period, the Agreement will
automatically stand terminated, without any action from either Party.

2.2. The Parties may agree and extend the term of this Agreement by mutual consent entering
into a fresh and separate agreement in writing.

3. CONSIDERATION:

3.1. In consideration of the Service Provider performing his duties and obligations under this
Agreement, MDR shall pay to the Service Provider a monthly amount of Rs. [___] upon
the Service Provider raising a valid invoice for the same.

3.2. The Service Provider agrees that the above amount is a genuine pre-estimate for the
services to be expected and is full and final consideration for the Services to be
performed by the Service Provider during the Term of this Agreement.

3.3. In the event the Service Provider is required to travel outside of his place of residence (as
mentioned in this Agreement), the Service Provider shall may be entitled to
reimbursements for travel, boarding, lodging, and food as intimated by MDR at the
commencement of such an assignment.per customary standards of MDR’s reimbursement
policy (Annexure - ___). [there is no written policy. Please phrase something along the
lines suggested]
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29.01.2022

3.4. The Consideration shall be subject to deduction of income tax at source or withholding
tax, and any other direct taxes payable under the Applicable Laws.

4. REPRESENTATIONS AND WARRANTIES OF THE PARTIES:

4.1. The Service Provider hereby agrees, represents, and warrants to MDR that:

4.1.1. He is competent to enter into this Agreement and suffers from no disqualifications,
disability, or restriction under the applicable laws or otherwise, which prevent the Service
Provider from performing any of his services or obligations under this Agreement
uninterruptedly during the Term of this Agreement.

4.1.2. He has, or shall obtain, all necessary licenses, permissions, or certifications, at his own
risks and costs, to enable him to perform his duties and obligations under this Agreement
and to provide his Services to MDR. [there is nothing that comes to mind]

He has, or shall obtain, all equipment at his own risk and costs to enable him to perform
his duties and obligations under this Agreement and to provide his Services to MDR.
[there is nothing that comes to mind, all equipment belongs to MDR] (In such an
instance, it is suggested to add the following clause: The Service Provider may be
provided with filming or other equipment by MDR for the purpose of carrying out the
objectives. The Service Provider shall ensure that such equipment is in proper and
working condition at the time of handing over by MDR, and shall be responsible for their
proper use and repair, and shall return the same back to MDR after completion of the
purposes in same working condition and repair as it was at time of handing over by
MDR. The Service Provider also undertakes to use the said equipment exclusively for the
purpose stated by MDR, and shall not use such equipment for any other purpose.)

4.1.3. He shall, at all times, comply with all applicable laws and regulations, while rendering
his services to MDR.

4.1.4. The Service Provider acknowledges that his services under this Agreement are of a
personal and unique character. The Service Provider accordingly agrees that he shall not
assign or sub-contract his services under this Agreement to any third party, including
apprentices, employees, etc.

4.1.5. The Service Provider is at liberty, but not required to engage any third parties,
employees, apprentices, etc. to assist him in the performance of his services, however, if
the Service Provider chooses to do so, the Service Provider shall be solely responsible for
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29.01.2022

making payments, contributions, taking insurances, and complying with all labour and
employment laws as may be applicable.

4.1.6. He has the status of independent contractor/service provider and on a principal-to-


principal basis under this Agreement. Nothing contained in this Agreement shall
constitute a partnership, joint venture, employment, or agency. MDR shall, in no event,
take any responsibility for the actions and omissions of the Service Provider.

4.2. MDR hereby agrees and represents that:

4.2.1. It is competent to enter into this Agreement and suffers from no disqualifications,
disability, or restriction under the applicable laws or otherwise, which prevent it from
performing any of its obligations under this Agreement.

5. INDEMNITY
5.1. The Parties shall defend, indemnify and hold harmless and keep indemnified and held
harmless each other from and against any and all claims, damages, liabilities, costs, and
expenses arising out of any breach of the terms of this Agreement including: (i) the
breach of any representation, warranty or undertaking made by the Parties hereto; and (ii)
any negligent act or omission of the Party during the performance of its obligations,
duties, and Services under this Agreement.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. The Service Provider acknowledges and agrees that the works, of whatever nature or
format, including but not limited to photos, Audio-Visual material, etc. generated as a
result of the Service Provider’s performance of his duties and services under this
Agreement (hereinafter referred to as “Works”) shall at all times constitute and shall be
deemed to constitute “work made for hire/commissioned work” developed at the instance
of MDR in accordance with the Copyright Act, 1957, and MDR is and shall be the first
and exclusive owner of such Works throughout the world, in accordance with the
Copyright Act, 1957 (as amended).

6.2. MDR or its assignees shall have the absolute power and authority to use and exploit the
Works through all possible Modes, Media and Formats, whether presently existing or
invented in future, and the Service Provider shall not have any claim of any nature
whatsoever in respect of the same.

6.3. Notwithstanding the above, the Service Provider hereby expressively agrees and assigns
to MDR all rights, title, and ownership in perpetuity and throughout the world, in and to
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29.01.2022

the Works, and agrees and confirms to waive (to the extent permissible under applicable
laws) all and any rights under the Copyright Act, 1957. To the extent any of the aforesaid
rights are not assignable, the Service Provider hereby waives his rights to raise any
claims arising from such rights against MDR.

6.4. The Service Provider agrees that none of the rights assigned under this Agreement shall
lapse for any reason whatsoever, such as for any non-exercise of rights by MDR or for
any other reason whatsoever.

6.5. The Service Provider also agrees to execute and deliver to MDR any and all documents
that MDR may deem necessary to evidence and effectuate all or any of MDR’s rights
under this Agreement. The Service Provider acknowledges and agrees that MDR, by
virtue of being the sole and exclusive owner, can further assign or license the exploitation
of the said rights and Works to any third party.

7. TERMINATION:

7.1. Each Party shall have a right to terminate this Agreement by giving a notice of 30 (thirty)
days. MDR shall also have a right to terminate this Agreement or the MDR by paying
remuneration in lieu thereofof notice. [is that automatic or should one mention it? if so,
please check and adapt the wording]

7.2. MDR may terminate this Agreement with immediate effect in case of breach of any of
the provisions of this Agreement by the Service Provider. Exercise of this right shall be
notwithstanding and without prejudice to any other rights and remedies that may be
available to MDR, including its right to claim damages and compensation for breach.

8. LIMITATION OF LIABILITY:

8.1. In event of termination of this Agreement by MDR for any cause, the liability of MDR
shall be limited to the amount payable to the Service Provider in terms of Clause 3.1 for 1
(one) month.

9. GOVERNING LAW AND DISPUTE RESOLUTION:

9.1. In the event any dispute, difference or question arising between the Parties or their
respective representatives, in connection with, or in relation to this Agreement, the
Parties will first use their best efforts to resolve the same through mutual consultation and
discussions.
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29.01.2022

9.2. If the Parties are unable to resolve the dispute, difference or question as per Clause 8.1
above within a period of 15 (fifteen) days from the commencement of discussions, or
such longer period as may be mutually decided between the Parties in writing, the same
shall be referred for arbitration by a Sole Arbitrator, to be appointed by the Indian
Council of Arbitration and arbitral proceedings shall be in English in accordance with the
rules of Indian Council of Arbitration.

9.3. The seat and venue of the arbitration proceedings shall be New Delhi and the Award so
made shall be final and binding on both the Parties. The Arbitrator shall be entitled to act
and decide as ex aequo et bono or as amiable compositeur under the Arbitration &
Conciliation Act, 1996.

9.4. The governing laws for the arbitral proceedings and the Agreement, both procedural and
substantial, shall be the laws of India.

9.5. Courts having territorial jurisdiction over New Delhi shall have exclusive jurisdiction
over this Agreement and any rights, obligations, issues, and disputes arising under it
including the arbitration proceedings and enforcement of the Award.

10. GENERAL:

10.1. This Agreement supersedes all prior agreements, arrangements, understandings, and
communications between the Parties, whether express or implied, and constitutes the
entire agreement and understanding between the Parties with respect to its subject matter.

10.2. The Parties hereby agree that any amendments to this Agreement must be entered in
writing counter-signed by both the Parties.

IN WITNESSES WHEREOF the Parties have executed this Agreement in duplicate, both of
which together shall constitute one and the same Agreement, on the date and place first
hereinabove written.

PARTY OF THE FIRST PART: PARTY OF THE SECOND PART:

For Mitteldeutscher Rundfunk Service Provider


Draft for discussion only.
29.01.2022

WITNESSES:

Witness No.1:

Witness No.2
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29.01.2022

ANNEXURE – A

Services to be performed by the Service Provider broadly include, but are not limited to, the
following (along with any incidental/ancillary services required for the same):
1. Creating video/film recordings in conformity with the appropriate format for camera
work (e.g., news, report, magazine feature)bild;
2. Set design and artwork for recording;
3. Handling of camera technology, life units, sound equipment;
4. Planning and preparation of film projects from the perspective of technical requirements
and implementation;
5. Selection of equipment for film trips;
6. Planning and selection of appropriate lighting;
7. Occasionally taking over sound assistance during shoots;
8. Backup of data and transfer for postproduction;
9. Service and maintenance of camera and all other technical equipment;
10. Business trips domestically and, if required, within the reporting area of MDR Delhi.

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