MUSIC COMPOSER AGREEMENT

THIS MUSIC COMPOSER AGREEMENT (“Agreement”) is made at Mumbai and

entered into on this _______day of _________________

BETWEEN

(i) __________________ and (ii) ____________, Adults, Indian Inhabitant, having

their address at _________________________, hereinafter referred to as the “Music
Composers” (which expression shall mean and include their legal heirs, administrators,
legal representatives and executors) of the One Part;

AND

___________________, a Company having Corporate Identity Number

___________________ incorporated under the provisions of the Companies Act, 1956
and having its Registered Office at _________________________ (hereinafter referred
to as “PRODUCER” which term includes their successors and assigns); of the Other
Part;

The Music Composers and PRODUCER shall, where the context so permits, be
collectively referred to as the “Parties” and individually as the “Party”.

WHEREAS:

A. PRODUCER is in the business of media and entertainment, inter alia, of

procurement, development, distribution and dissemination, broadcast / re-
broadcast of programs and music using existing and emerging technologies and
distribution platforms throughout the world;

B. The Music Composers are inter alia engaged in the business of creating,
composing and recording original musical works/ sound recordings to be
utilized and exploited as a part of cinematographic films;

C. PRODUCER has approached the Music Composers to compose music for ____
(_____) Songs, which may be further licensed/assigned by PRODUCER to the
producer of the Hindi cinematographic film tentatively titled
“_______________” (hereinafter to be referred to as the “Film”) or otherwise
exploited by PRODUCER as it deems fit;

D. Pursuant to discussions had between PRODUCER and the Music Composers,

the Music Composers have agreed to compose music for ___ (____) Songs for
the aforesaid Film and to perform all such other services in relation thereto as
may be required and assign the entire copyright in relation to such composition
in favor of the Producer;

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E. The Parties are now desirous of recording the terms and conditions governing
the composition of the music for ___ (___) Songs for the said Film by the
Music Composers, hence this Agreement.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. DEFINITIONS

In this Agreement, unless the context otherwise admits, the following

expressions shall have the meaning assigned to them as under:
1.1 “Act” shall mean the Copyright Act, 1957 as amended from time to time;

1.2 “Cinematograph Film” shall have the same meaning as attributed to it in

the Copyright Act, 1957;

1.3 “Communication to the Public shall have the same meaning as attributed
to it in the Copyright Act, 1957;

1.4 “Film” shall mean the cinematograph film as a single production and
copyrighted work including the Sound Recordings produced by the
producer, which are incorporated in and as part of the Film, forming a
composite whole out of all the literary, musical, dramatic and artistic works
and Sound Recordings, and includes but is not limited to the story, script,
screenplay, dialogue, music including background music and songs with
lyrics, cine-photography, still photography, sets and set architecture and
design, sound track/ Sound Recordings, and all elements contributing to or
employed in the Film including but not limited to visuals, ideas, concepts,
characterization and casting, development, audiovisual recordings/filming
included in the said Film together with all and any rights in all derivative
media, negative, positive, promotional / publicity display materials, all
trailers / promos, and other paraphernalia of the Film, including all outtakes;
the documentary making of the Film, all audio, visual and audiovisual takes
captured during production, promotional meets, “behind-the-scene
activities” together with all and any rights appurtenant thereto and of
whatsoever nature and all components of literary, artistic, dramatic and
musical contents, production property, sets / set materials, costumes and
dresses, and all and any materials incidental to, and accessory and auxiliary
to the Film;

1.5 “Literary Works” shall mean all such works consisting of lyrics and/or any
other literary work including the lyrics, which may be prepared and/or
provided by the Music Composers or by any other person engaged by the
Music Composers, as part of the Services rendered under the terms and
conditions of this Agreement and incorporated in the Songs;

1.6 “Master” shall mean the principal copy of the Film and/or Sound Recording
that is produced by the producer of the Film, by or in any mode or medium,
in relation to which PRODUCER shall be deemed to be the author and the

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 first owner of all intellectual property rights including the copyright therein,
and from which subsequent copies for exploitation are made;

1.7 “Master Royalty” shall mean the royalty attributable to the Master of the
Film including the Sound Recording;

1.8 “Musical Works” shall mean the original music written, composed,
orchestrated, conducted, engineered, produced and recorded and/or arranged
by the Composer and all such other works consisting of music and shall
include all graphical notations of such works that are prepared and/or
provided by the Music Composers including any and all individual sound
recordings embodying the musical works and the remixes, if any thereof, as
part of the Services rendered under the terms and conditions of this
Agreement to be included in the Songs and/or the Film. It is hereby clarified
that any reference to the Musical Works hereunder shall only mean the
Musical Works created by the Music Composers on a stand alone basis;

1.9 “Services” shall mean the services to be provided by the Musical Works
Composer to PRODUCER as set forth in Clause 2 herein below;

1.10 “Songs” shall mean the Musical Works with accompanying lyrics
composed, arranged, conducted, and recorded under the guidance and
supervision of the Musical Composer in pursuance of this Agreement
including all the respective sound recordings embodying the aforesaid music
compositions and accompanying lyrics. The Music Composers have agreed
to deliver a minimum of ___ (_____) songs to the PRODUCER.

1.11 “Sound Recording” shall mean the sound recording as a single, composite
and copyrighted work of the Songs, Musical Works and any other musical
works in relation to the Songs and shall mean the composite of the same
from which such sounds may be produced regardless of the medium on
which such recording is made or the method by which the sounds are
produced, which is created by the Music Composers, for valuable
consideration, at the instance of and owing solely to the investment of
PRODUCER;

1.12 “Territory” shall mean the entire territory of the world.

2. INTERPRETATION

(a) In addition to the above, certain terms have been defined elsewhere in this
Agreement and they shall have the meaning assigned to them unless the context
specifically or by necessary application otherwise requires.

(b) The headings are for convenience only and shall not affect the interpretation of
this Agreement. Unless otherwise specified, references to clauses and Schedules
are references to clauses and Schedules to this Agreement.

(c) The definitions ascribed to terms in this Agreement apply equally to both the
singular and plural forms of such terms. Whenever the context may require, any

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 pronoun shall be deemed to include the corresponding masculine, feminine and
neuter forms. The words “include”, “includes” and “including” shall be
interpreted as if followed by the phrase “without limitation”. References to any
document or agreement, including this Agreement, shall be deemed to include
any references to such document or agreement as amended, supplemented or
replaced from time to time in accordance with its terms and (where applicable)
subject to compliance with the requirements set forth therein and herein.
References to a statute, ordinance, code or other law shall be deemed to include
regulations and other instruments under it and consolidations, amendments, re-
enactments or replacements of any of them. References to any Party to this
Agreement or any other document or arrangement includes that Party’s (as
applicable) legal heirs, executors, administrators, substitutes, successors and
permitted assigns.

3. ENGAGEMENT

(a) PRODUCER engages the Music Composers and the Music Composers hereby
undertake to create, compose, record, arrange and deliver to PRODUCER,
Musical Works, including without limitation, the composite of the Songs,
musical scores and any other musical works in relation to the Songs, as may be
required by PRODUCER as per the requirement, theme and concept of the Film
and provide all services usually rendered by a music director/ music composer
in relation to a first class feature film (“Services”), on the terms and conditions
contained in this Agreement.

(b) The Music Composers understand and agree that in addition to utilization and
exploitation of the Songs/ Sound Recordings as part of the Film, PRODUCER
shall at its sole discretion utilize and exploit the Songs/ Sound Recordings on
stand alone basis in any manner and mode whatsoever.

(c) Without prejudice to the generality of the foregoing, the Music Composers
hereby warrants to and undertakes that the Music Composers shall:

(i) create and develop original Musical Works and Sound

Recordings, as may be agreed between the Parties and deliver the
approved scratch version of the songs in accordance within timelines
as may be mutually agreed between the Parties.

(ii) advise PRODUCER generally on all matters relating to all the

Musical Works that is to be recorded for inclusion in the Film;

(iii) attend the briefing sessions organized by PRODUCER with the

producer and director of the Film to understand the various situation(s)
/ scene(s) in which Musical Works is required for the Film including
the timing, length, placement and the type of Musical Works and
Sound Recordings to be used in the Film;

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(iv) compose original Musical Works for the Songs as may be
required to meet the requirements of the situations / scenes described
to the Music Composers within timelines as may be mutually agreed
between the Parties in writing (email allowed);

(v) make such changes in the Musical Works / Sound Recordings/

Songs as may be requested by PRODUCER from time to time. It is
agreed that any such changes to the Musical Works shall be made only
before the finalization of the Musical Works for a related Song. If
PRODUCER requests for any modifications in any particular Song
post the Song being finalized by the Musical Composer, such changes
shall be forthwith carried out by the Music Composers at no extra fees/
consideration.

(vi) compose any additional Musical Works/ Sound Recordings for

any additional song(s) at the request of PRODUCER for the Film for
such additional consideration as may be mutually agreed to by the
Parties in writing (emails allowed);

(vii) create temporary music for the Song(s) of the Film to be heard at
test screenings and other early versions of the Film, if requested by
PRODUCER, at no additional cost to PRODUCER;

(viii) engage assistance required for composing, arranging, conducting

and recording of the Musical Works/ Sound Recordings inter alia the
assistant score composers, song writers, musicians, singers, arrangers,
programmers, scoring engineers, music supervisors, music editors,
score supervisors, sound designers, orchestra, chorus and such other
persons as may be required for the aforesaid purposes (collectively
referred to as the “Music Production Team” and individually as a
“Member of the Music Production Team”), interface with and assist
PRODUCER to, obtain all permissions, consents, licenses, assignment
or releases required from any person for the engagement of such
persons on the terms and conditions agreeable to PRODUCER
provided that all members of the Music Production Team assign their
rights to PRODUCER in the format prescribed by PRODUCER. The
original copy of duly executed permissions/ licenses/ releases/
assignment signed by the Music Production Teams shall be submitted
to PRODUCER within 10 (ten) days from the date of signing of this
Agreement by both the Parties. The Music Composers shall solely be
responsible to make any kind of payment of fees/ consideration to the
Music Production Team for procuring their services for fulfillment of
the obligations of the Musical Composer under this Agreement
without any recourse to PRODUCER.

(ix) manage, direct, supervise and co-ordinate with the Music

Production Team to ensure that the Musical Works and the
Songs/Sound Recordings of the Film are of excellent quality. It is
however clarified that the complete responsibility of ensuring the co-
ordination and productivity of the Music Production Team and the end

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 result of such co-ordination shall always be the responsibility of the
Music Composers;

(x) deliver to PRODUCER and the Music Production Team, the

score of the Musical Works and all orchestral and vocal and other
parts of the Musical Works properly marked up and annotated in a
legible manner in order to enable the Musical Works to be rehearsed,
performed and recorded in accordance with the recording schedules
agreed upon between the Parties and ensure that the orchestrations and
arrangements of the Musical Works shall be available in due time (as
may be mutually agreed between the Parties) for the recording of the
Musical Works;

(xi) the Music Composers shall also bear full and complete
responsibility for ensuring the confidentiality of the Musical Works
and Sound Recordings to prevent it from being copied or plagiarized
or to prevent other persons from being “inspired” from such Music, in
any manner whatsoever. The aforesaid obligations of confidentiality
shall survive only till the release of a) the Film or b) the Songs, to the
general public;

(xii) to finalize a suitable recording studio in consultation with and

with the concurrence with PRODUCER;

(xiii) organize and conduct rehearsals for the singers and the musicians
and any other Member of the Music Production Team as and when
required to ensure perfection in the quality of the Songs/ Sound
Recordings;

(xiv) direct, supervise and co-ordinate between the activities of the

Music Production Team whether at rehearsals, recording sessions or
otherwise and ensure that all Members of the Music Production Team
are performing their services to the satisfaction of the Music
Composers and PRODUCER;

(xv) supervise and direct the activities of mixing, editing, shaping, re-
recording the recorded Musical Works to create appropriate and
quality Musical Works and Sound Recordings for the Film;

(xvi) subject to clause (v) herein above, ensure that any and all
alterations required by PRODUCER in or to the Musical Works and
Sound Recordings are made from time to time;

(xvii) supervise the editing of Musical Works of the Songs and Sound
Recordings at all times as required by PRODUCER until the
production of a fully cut and edited final cut of the Film which is duly
released and deliver a record of the master tape of the Musical Works
and the Sound Recordings to PRODUCER. However, it is agreed that
in the process of editing of any Song, if any additional cost to be

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 incurred, the same shall be pre-approved (email permitted) by
PRODUCER and PRODUCER shall bear any such additional cost;

(xviii) insert the finalized recorded Musical Works and the Sound
Recordings into the Film at the correct time, code, locations such that
all the pieces of Musical Works in the master recording are in timed
relation to be synchronized with the Film in the manner required by
the producer and director of the Film on instructions of PRODUCER;

(xix) to ensure the safety and confidentiality of the master copy of the
Musical Works / Sound Recordings and to ensure that copies of the
same are safely preserved from time to time and to take all such
precautions / measures (including any steps that may be required by
PRODUCER in this regard) as may be required to avoid piracy of the
Music. The aforesaid obligations of confidentiality shall survive only
till the release of a) the Film or b) the Songs, to the general public;

(xx) assist PRODUCER in hiring and/or purchasing any audio

equipment or music supplies that may be required for the creation and
recording of the Music;

(xxi) perform all such services as may be required to ensure recording

of the Musical Works/ Sound Recordings in the audio / video compact
discs and cassettes, gramophone records and any other medium for the
Film;

(xxii) document, prepare and supervise the preparation of all music cue
sheets relating to the Musical Works incorporated in the Film
containing full and accurate details of all cue listings durations,
composers, lyricists, arrangers, publishers and other information
required by PRODUCER;

(xxiii) advice, assist, consult and collaborate with the director of the Film
and such other persons as PRODUCER may nominate in writing
(email allowed);

(xxiv) select and assist PRODUCER in licensing existing (outside)

Musical Works not created specifically for the Film and use the same
for the purposes of the Film, if so desired by PRODUCER;

(xxv) attend and participate in Film previews, press conferences,

publicity sessions, interviews and any other promotional and publicity
events at such reasonable times, dates and locations as requested by
PRODUCER and intimated by PRODUCER in advance; Upon receipt
of intimation, in the event the Music Composers communicate their
inability to attend such previews, press conferences, publicity sessions,
interviews and any other promotional and publicity events, then such
non-attendance shall not constitute a breach by the Music Composers;

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 (xxvi) comply with all applicable laws, rules and regulations for the
time being in force with respect to rendering of the Services and the
process of the creation and recording of the Musical Works/ Sound
Recordings for the Film;

(xxvii) strictly adhere to the instructions and such time frames as may be
mutually agreed to between the Parties in writing (emails allowed).
PRODUCER shall have absolute discretion in the determination of the
Services required of the Music Composers during the Term including
the form and manner of performance.

(d) Without prejudice to anything contained in this Agreement, the Music

Composers acknowledges that the final discretion with respect to the following
shall lie solely and always with PRODUCER and the Music Composers shall
not object to the same:

i) Appointment of any and all of the persons associated with the

production of the Film including the Music Production Team, lyrics
writer, playback singers, choreographers, artists.

ii) The selection and finalization of the Musical Works to be

included in the Film.

(e) The Music Composers agree and consent that:

i) The Music Composers shall render his/ her Services to

PRODUCER as a music composer of __ (___) Songs to be utilized in
the Film and/or exploited on stand-alone basis, during the Term, for
the Composition Fee agreed herein.

ii) All the terms and conditions mentioned in this Agreement shall
be applicable and remain applicable for all the Film to be produced by
the PRODUCER during the Term. However it is clarified that for
production of the Film, the recording schedule of the Musical Works/
Sound Recordings will be mutually decided between the Parties and
that requirements of Musical Works/ Sound Recordings for the Film
shall be discussed with the Music Composers.

iii) It is further clarified that PRODUCER reserves the right to take

the final decision in respect of all matters relating to the Songs/ Sound
Recordings assigned by the Music Composer to PRODUCER
including the inclusive of the Songs in the Film. For sake of clarity it
is clarified that the manner and mode of usage of Songs shall be on
sole discretion of PRODUCER and Music Composers shall have not
right to raise any claims in this regard.

(f) The Music Composers hereby acknowledge that:

i) the Musical Works/ Sound Recordings including any and all other
works including all literary and musical works included in the Musical

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 Works and/ or the Services have been made solely for and on behalf
of PRODUCER to be used as an inclusion in the Film and/or on stand
alone basis. By virtue of the same, subject to payment of the entire
Composition Fee all right, title and interest in the Musical Works
and/or the product of the Services vests solely with PRODUCER at the
first instance including without limitation all intellectual property
rights in the Musical Works incorporated into the Sound Recordings
and/or the products of the Services. All intellectual property in the
Musical Works and works resulting from the Services and forming a
part of the Sound Recording are and shall remain the exclusive
property of PRODUCER from the moment they arise or come into
existence, for the entire period of their subsistence in every part of the
world, and PRODUCER shall have the exclusive right to exploit the
Songs/ Sound Recordings in any mode and medium now known or
invented in future, at its sole discretion pursuant to the execution of
this Agreement by both the Parties and transfer, assign and license the
Musical Works/ Songs/ Sound Recordings to any third party at shall
deemed fit by PRODUCER.

ii) the entire copyright (if any), the performers rights (if any) and / or any
other rights arising out of or from the Sound Recording, including any
and all works resulting from the Services rendered by the Music
Composers, shall vest in PRODUCER at the first instance pursuant to
the execution of this Agreement. This shall be applicable to all present
and future work arising out of the Services. This right shall be
exercised for the whole term of the right and in all territories of the
world.

(g) Subject to the provisions of this Agreement, PRODUCER hereby agrees and
acknowledges that the Music Composers, as the author of the Musical
Works shall have the right to collect royalties accruing from the exploitation
thereof on a standalone basis that may arise under the provisions of the
Copyright Act, 1957. The Music Composers shall be entitled to collect their
share of public performance / communication to public / broadcasting
royalties either directly or through collection society/ copyright society in
accordance with the provisions of the Copyright Act, 1957 or any other
analogous legislation throughout the world. The Music Composers agree
that PRODUCER and its assignees shall not be liable for payment of
royalties to Music Composers, pursuant to utilization of the Works by any
third parties, which may be collected by the Music Composers directly from
the relevant collection society.

4. ASSIGNMENT OF COPYRIGHT

(i) Only to the extent that the intellectual property in the Musical Works/ Sound
Recordings does not already vest with PRODUCER, the Music Composers
hereby assign to PRODUCER without any limitation, reservation or condition,
the entire copyright and all other rights, title or interest of whatsoever nature
(including but not limited to all rights, throughout the world, of copyright,
production, recordation, adaptation, reproduction, transcription, performance,

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 broadcast and exhibition) whether vested, or contingent or to the Musical
Works (including but not limited to all literary, musical and/or artistic material
contributed by the Music Composers, if any), now known and existing
including but not limited to the Modes, Medias and Formats as set forth in
Annexure A, to which the Music Composer is now or may at any time after the
date of this Agreement or commencement of Services, (whichever is earlier), be
entitled to by virtue of or pursuant to any of the laws in force in any part of the
world, to hold to the Producer, its successors, assignees and licensees absolutely
for the whole period of such rights for the time being capable of being assigned,
together with all renewals, revivals, reversions and extensions throughout the
world.

(ii) To the extent that the assignment of intellectual property rights including
copyright in the Musical Works/ Sound Recordings is not held valid by
operation of law in any territory of the universe, including assignment of the
intellectual property rights in the Musical Works/ Sound Recordings in relation
to future medium or mode of exploitation, notwithstanding the assignment of
such rights in PRODUCER’s favor, the Music Composers hereby also agree to
assign and hereby grant an irrevocable, exclusive, sub-licensable, perpetual
license for the entire universe to PRODUCER for exclusive right to the Musical
Work/ Sound Recording in such future medium or mode of exploitation as may
be developed in the future at such instance when such future mode or medium
comes in existence for consideration forming part of the Composition Fee.
Subject to the aforesaid, the Music Composers hereby expressly agree to assign
all rights for such medium or mode of exploitation of the intellectual property in
the Musical Works/ Sound Recordings which are not presently known and/or in
commercial use to PRODUCER for valuable consideration as set out hereunder.
Notwithstanding the above, the Music Composers hereby agrees that the
Music Composers shall not assign, license or in any other manner transfer any
rights for such medium or mode of exploitation of the intellectual property in
the works resulting from the Services, which are not mentioned herein and are
not presently known or in commercial use and therefore by operation of law are
not deemed to have been assigned to PRODUCER without offering for
assignment of such medium or modes of exploitation for the entire world and in
perpetuity to PRODUCER. The Music Composers agree and acknowledge that
any form of assignment or transfer of any rights, title and interest in any
medium or mode of exploitation of the intellectual property in the works
resulting from the Services, as contemplated herein to any third party in breach
of the Music Composer’s obligations contemplated herein, shall be null and
void. For the avoidance of doubt, any breach of these provisions of this
Agreement shall constitute a material breach of this Agreement.

(iii) The rights assigned to PRODUCER shall not be deemed to have lapsed if
PRODUCER has not exercised the rights for a period of one year from the date
hereof under the provisions of Section 19(4) of the Act. The Music Composer
expressly agrees that the provisions of Section 19(4), 19A read with 30A of the
Copyright Act 1957 (as amended) shall not apply to this Agreement and the
Music Composer hereby waive his/her rights under the aforesaid sections. The
Music Composers hereby states that the Musical Works has been exclusively

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 authored by him / her and that the rights with respect to the proceeds / results /
product of such Services have not been assigned to any relevant copyright
society/ies whatsoever, whether contractually or by operation of law for the
purpose of the provisions of Section 19(8) of the Act. However, the Music
Composers, as the author of the Musical Works shall have the right to collect
royalties accruing from the exploitation thereof on a stand alone basis that may
arise under the provisions of the Copyright Act, 1956.

(iv) The rights available to PRODUCER would include the right to transfer, assign,
license, produce, market, distribute, exploit and utilize the Musical Works and
the Sound Recordings and the works resulting from the Services therein
comprising, inter-alia, the Services and the product, results or proceeds of such
Services, in such manner as PRODUCER may deem fit, including but not
limited to the right to add to, subtract from, arrange, revise, adapt, rearrange,
make variations of the Musical Works/ Sound Recordings for purposes of
censorship or compliance with applicable laws, and to translate the same into
any and all languages, record the same with or without sound (including spoken
words, dialogue and music synchronously recorded), use the title or any of its
components in connection with works or motion pictures wholly or partially
independent of the said Music, and to use all or any part of the Musical Works/
Sound Recordings in new and modified versions, adaptations and sequels in any
and all languages, remaking the same in any language of the world and in the
production and exploitation of any commercial / non-commercial feature
film(s), T.V. Serial(s), tele-film(s), documentaries, advertising film(s),
including publication in the form of a book or other manuscript, as also the
exploitation on stage, radio, television, video cassettes, VCD, DVD, 35 mm,
16mm, Super 8, 8mm, cable T.V., terrestrial T.V., satellite T.V., pay T.V.,
video on demand, internet and / or through any other media, now known and
existing throughout the world or invented in future.

(v) The Music Composer hereby waives moral rights, if any, that the Music
Composer may have in relation to the Services, except the right to claim
damages in respect of any material distortion / material mutilation of the
performance incorporated in the Musical Works/ Sound Recordings.

(vi) The Music Composer undertakes and confirms that no Member of Music
Production Team engaged by him in pursuance of this Agreement shall have
any Intellectual Property Rights and moral rights in and to the product of the
Services and the Music Composer confirms that the indemnity provisions set
out below in clause 15 are applicable in respect of the present Clause as well
and accordingly PRODUCER shall at all times be indemnified from and against
all third party claims of whatsoever nature. The Music Composer undertakes to
not engage in or promote the Songs/ Sound Recordings, etc. in any manner
whatsoever at any time.

(vii) The Music Composers agree that if the Musical Works/ Sound Recordings are
not incorporated in the Film or if Film is not produced or released ultimately,
the Music Composers shall nevertheless be entitled to the Composition Fee and
subject to payment of the Composition Fee payable to the Music Composers

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 under this Agreement, all the rights relating to the Services shall continue to
vest with PRODUCER.

(viii) The Music Composers further warrant and confirm that PRODUCER shall have
the right to make and / or authorize others to make any documentary film on
‘the making of the Film’ and acknowledges that such documentary film may
include footage of so-called ‘behind-the-scenes’ activities, featuring persons
involved in the making of the Film, including the Music Composers and may
incorporate extracts or clips from the Film including surplus or rejected material
or so-called ‘out-takes’. The Music Composers irrevocably consent to the use
by PRODUCER and/or authorize the said use by third parties, its successors,
licensees and / or assignees of out-takes and other material featuring the Music
Composers in such documentary film and / or any other audio-visual production
and confirms that PRODUCER, its successors, assignees and / or licensees shall
have the right to exploit any and all of the foregoing in any and all media now
known and existing and/or invented in future, and all manner or means for the
full period of copyright, including all renewals, revivals, reversions and
extensions and after that so far as permissible in perpetuity throughout the
world.

(ix) The Music Composers confirm that all the intellectual property rights vested in
or assigned to PRODUCER under this Agreement in the Musical Works/ Sound
Recordings shall be in all the versions, recordings, pieces, clips, arrangements
and compilations of the Musical Works, irrespective of the version and content
of the finalized master recording of the Musical Works ultimately used in the
Film.

(x) The Music Composer agrees that if the Film is not produced or released
ultimately, all the rights relating to the Musical Works/ Sound Recordings shall
continue to belong to PRODUCER subject to payment of the Composition Fee
to the Music Composer.

(xi) The Music Composers hereby undertakes to do any and all acts and execute any
and all documents as may reasonably be required by PRODUCER in its sole
discretion in order to protect, perfect or enforce any of the rights granted or
confirmed to PRODUCER pursuant to this Agreement, at the cost of
PRODUCER. The Music Composers also irrevocably appoint and authorize
PRODUCER to do all or any of the acts, deeds and things necessary in the
Music Composers’ name to record or transfer rights in the name of
PRODUCER and the Music Composers hereby undertake and warrant that the
Music Composers shall confirm and ratify and be bound by any and all of the
actions of PRODUCER pursuant to this Clause with respect to the Musical
Works/ Sound Recordings and / or the Services and any part thereof in the
name of PRODUCER and the Music Composers hereby warrants and confirms
that the Music Composers shall confirm and ratify to be bound by and all
actions of PRODUCER pursuant to this Clause with respect to the Musical
Works/ Sound Recordings and / or the Services or any part thereof.

(xii) PRODUCER, its successors, assignees and / or licensees shall have the right to
use the name, autograph, sobriquet, likeness, photograph, portrait, caricature,

Initial 1._______________2.________________ 12
 voice silhouette, recordings of the Music Composers’s voice, approved
biography of the Music Composers in whole or in part and the Musical Works
and any part thereof in connection with any advertisement, publicity, exhibition
and / or commercial exploitation of the Musical Works and / or the Film and /
or any music records, book publications ands / or merchandise derived
therefrom.

5. CONSIDERATION

(i) In light of the Services to be rendered by the Music Composers pursuant to this
Agreement, PRODUCER hereby agrees to pay the Music Composers an
aggregate amount of Rs. ________________________ (Rupees ________ only)
(i.e. Rs.__________/- (Rupees _________________ only) per song) inclusive
of any and all taxes, (“Professional Fee”) in such installments as provided in
Clause 5(ii) hereunder.

(ii) The Professional Fee stated hereinabove shall be paid by PRODUCER to the
Music Composers in the following installments:

a. Rs. __________________/- (Rupees _____________ Only)  on the

commencement of recording of the Approved Scratch;

b. Rs. ______________/- (Rupees __________ Only) shall be payable

within 15 (fifteen) working days from delivery by the Music Directors
of the final recording of the Songs/ Sound Recordings to the satisfaction
of the PRODUCER(i.e. mix of the track and the international track on
DAT)

(iii) In light of the Services to be rendered by the Music Composers pursuant to this
Agreement, PRODUCER hereby agrees to pay the Music Composers an amount
of Rs. _____________ per song inclusive of any and all taxes, except Service
tax (“Cost of Production”) in such installments as provided in Clause 5 (iv)
hereunder.

(iv) The Cost of Production stated hereinabove shall be paid by PRODUCER to the
Music Composers in the following installments:

a) Rs. _______________________ (Rupees _________________ Only)

per song on the commencement of recording of the approved Scratch;

b) Rs. ________________ (Rupees ___________________ Only) per song

shall be payable within 15 working days from delivery by the Music
Directors of the final recording of the Songs to the satisfaction of the
PRODUCER(i.e. mix of the track and the international track on DAT)
(Professional Fee and Cost of Production are hereinafter collectively referred to as
“Composition Fee”.)

Initial 1._______________2.________________ 13
(v) The Musical Composer hereby acknowledges that the Composition Fee is
inclusive of any and all costs and/or expenses by way of special recordist
and/or recording studio and staff charges, wages / transfer charges, all
payments made to folly artists / stringers / chorus / singers / lyricist / principal
singers, overtime, preparation and wrap times, late start / late finishes / night
work, rehearsals / workshop, per diems, unsocial hours, inclusive of lunch /
dinner breaks, food and beverages, all allowances, wages of musicians /
assistants / arrangers, recording theatre hire, cost of tapes / DAT / disc, final
mixing charges, all the work in separate tracks including International Track,
Mono / stereo / Dolby track, equipment / instruments / editing hire charges,
incidental expenses, taxes / duties / levies / stamp duty / registration charges or
the like. No travelling expenses or the like shall be payable for travelling to and
from recording theatres / studios and further, no separate charges for travel and
boarding charges for mastering / final mixing to be done abroad and/or any such
equally better place for mastering / final mix shall be paid over and above the
Cost of Production. Further, the Cost of Production shall be inclusive of any and
all costs and expenses incurred in relation to the creation of the Musical Works
and Sound Recordings and/or performance of the Services, unless any portion
thereof has specifically been excluded elsewhere in this Agreement and
PRODUCER shall not be liable to pay any expenses related to the same.
Without prejudice to the generality of the aforesaid, service tax (if applicable)
on any and all amounts paid as and by way of Cost of Production, shall be borne
by the Producer, provided that the Music Composers raises proper and
appropriate invoices for the same.

(vi) With respect to the royalty that the Music Composers shall be entitled to upon
exploitation of the other non-theatrical rights in the Film, shall be as per the
provisions of the Act, as amended from time to time.

(vii) The Parties agree and acknowledge that the Music Composers shall receive his
share of the royalties on a pro rata basis with all other authors in relation to the
Musical Works and the Literary Works comprising the Song(s), wherever
applicable.

(viii) The Music Composer acknowledges that the Master of the Film and the master
of the Sound Recordings being separate and distinct classes of work,
PRODUCER shall have all rights to the Master Royalties which are attributable
solely to these classes of work. Further, the Music Composer acknowledges that
by virtue of the Master of the Film and the Master of the Sound Recording
being created solely at PRODUCER’s instance and direction and by
PRODUCER’s or the Film’s producer’s investment for valuable consideration,
ownership in all such works shall vest in PRODUCER ab-initio and
consequently PRODUCER shall be solely entitled to any all and payments
accruing by way of Master Royalties.

(ix) The Music Composer hereby acknowledges that in no event, shall it be entitled
to any further amounts as and by way of royalties accruing in respect of the
revenues generated from the theatrical exhibition of the Film.

Initial 1._______________2.________________ 14
(x) Subject to applicable laws, royalty entitlement of the Music Composer under
the Act shall be accruing and payable to the Composer only in respect of the
rights under Section 14(a) of the Act which are capable of being exploited by
the Composer, and not in respect of any other rights vesting in PRODUCER
including but not limited to the rights referred to in Section 14(d) and Section
14(e) of the Act.

(xi) The Music Composers hereby agrees that non-receipt or non-collection of the
royalty shall not affect the rights granted herein.

(xii) It is agreed between the Parties that the Composition Fee payable under this
Agreement shall be paid either to the Music Composers directly or to such other
persons as may be nominated by the Music Composers and intimated by the
Music Composers to PRODUCER in writing. All such payments of the
Consideration to the nominees of the Music Composers shall be considered as
full and sufficient discharge of the Producer’s liability to make payment of the
respective portion / installment of the Consideration under this Agreement;

(xiii) Unless provided for in this Agreement, it is further agreed that no additional
amounts shall be payable to the Music Composers, over and above the
Consideration for any ancillary services rendered by the Music Composers,
incidental to the Services pursuant to this Agreement, including without
limitation, for singing / playing instruments / writing lyrics etc.

(xiv) The Music Composers expressly authorizes PRODUCER to deduct and

withhold from all sums due to the Music Composers under this Agreement, any
sums which may be deductible in accordance with local laws or regulations
from time to time or which may be due from the Music Composers to
PRODUCER. In particular, the Music Composers authorizes PRODUCER to
deduct the tax deductible at source (TDS) under the Income Tax Act, 1961, as
amended from time to time or any re-enactment thereof before making
payments of the Consideration to the Music Composers.

6. OTHER EXPENSES

If the Music Composers are required to be present at any location outside

Mumbai, the Music Composers shall, on prior intimation of the same being
given by PRODUCER to the Music Composers, accompany the production unit
of the Film to such outdoor location. Suitable lodging, boarding and travel
would be arranged by the Producer, at the discretion of PRODUCER and all
reasonable costs and expenses in relation thereto shall be borne by
PRODUCER.

7. COVENANTS, REPRESENTATIONS, WARRANTIES AND

OBLIGATIONS

(i) The Music Composers hereby covenants, warrants and undertakes that:

a) the Music Composers is competent to contract and is not prevented in

law or by any other agreement / understanding to enter into this

Initial 1._______________2.________________ 15
 Agreement, grant / confirm the vesting of rights pursuant to this
Agreement and perform this Agreement and is not a member of any
union and / or trade association, which would in any manner affect the
execution and / or performance of the obligations of the Music
contemplated under this Agreement;
b) the Music Composers shall render the Services in an artistic, creative,
conscientious, efficient and punctual manner, to the best of the skill and
ability of the Music Composers in a professional and workmanlike
manner in willing co-operation with others in accordance with the
Recording Schedule;
c) the Music Composers shall ensure that the Music Composers acts in
concurrence with the views of the Producer, and the Music Composers,
subject to the terms of this Agreement do not reveal / disclose to any
third party or make public any information relating to the Music, the
Film, the terms of this Agreement and / or the business of the Producer;
d) the Music Composers is in a good state of health and shall take all
practical steps to maintain such state of health and ensure the full and
proper performance of the Services and the obligations of the Music
Composers pursuant to this Agreement;
e) the Music Composers shall, render such Services in connection with the
promotion and advertising of the Film as may from time to time be
required by the PRODUCER including but not limited to attending
press conferences, making non-commercial appearances including radio,
internet chats, television broadcasts and other similar engagements as
may be requested by PRODUCER on such dates and time as may be
mutually agreed to between the Parties;
f) the Music Composers shall at all times, throughout the engagement of
the Music Composers ensure that PRODUCER is informed of the
whereabouts and telephone number of the Music Composers;
g) the Music Composers shall not without the prior written consent of
PRODUCER enter into any contract or arrangement with any person
(s)whatsoever or incur any liability on behalf of PRODUCER or in any
way pledge the Producer’s credit or hold itself out as being entitled to do
so;
h) the Music Composers shall not at any time during the engagement of the
Services of the Music Composers pursuant to this Agreement do any act,
which might bring PRODUCER into public disrepute, offend the
community or public morals and / or prejudice PRODUCER;
i) the Music Composers shall personally perform this Agreement and shall
not be entitled to assign or sub-contract any part of this Agreement to
any third party/ies, whatsoever;
j) the Services rendered by the Music Composers under the terms of this
Agreement and the product of such Services shall be wholly original to
the Music Composers and shall not be copied, wholly or in part from
any other work and shall not infringe or violate any copyright, or any
other right, of any nature, of any third person (s);

Initial 1._______________2.________________ 16
 k) the Music Composers shall not compose, create, direct and / or produce
musical works/ sound recordings which is the same as or similar to the
Musical Works/ Sound Recordings composed, created, directed and / or
produced under the terms of this Agreement for any purpose,
whatsoever other than for the Film;
l) In the event that PRODUCER is not satisfied with the Services rendered
by the Music Composer, PRODUCER shall be entitled to commission
any third person (s), as PRODUCER may deem fit, in order to create /
compose music for the Songs.
(ii) PRODUCER hereby represents and warrants that:

i) PRODUCER shall make payments of the Consideration in accordance

with the provisions agreed to hereinabove, in a timely manner;
ii) It is duly organized, validly existing and in good standing under the laws
of India;
iii) It has the corporate power and authority to enter into this Agreement and
perform its respective obligations hereunder. The execution, delivery
and performance of this Agreement by PRODUCER and the
performance of its obligations hereunder have been duly authorized and
approved by all necessary action and no other action on the part of
PRODUCER is necessary or required to authorize the execution,
delivery and performance of this Agreement and its obligations.

8. LIABILITY EXCLUSIONS

(a) PRODUCER shall not be liable to the Music Composers for any loss or
damage, howsoever or by whomsoever caused, to the Music Composers or to
the Music Composers’ property, sustained out of or in the normal course of the
Music Composers’ engagement hereunder, except any loss or damage caused
due to PRODUCER’s gross negligence.

(b) PRODUCER shall not be liable in any circumstance, whatsoever, for or in

respect of loss of publicity, advertisement, reputation or the like caused to the
Music Composers due to PRODUCER’s abandonment of the production or
exploitation of the Film or the Producer’s failure to use the Services rendered by
the Music Composers under the terms of this Agreement and nothing in this
Agreement shall be construed as an obligation on PRODUCER’s part to make
the Film and / or to make use of the Services rendered by the Music Composers,
provided the Music Composers.

(c) It is agreed that PRODUCER shall not, in any manner whatsoever, be

responsible and/ or liable in the event any loss, injury, accident, death is caused
to or suffered by the Music Production Team in the course of performing the
Services

9. CREDIT

Initial 1._______________2.________________ 17
 PRODUCER agrees to specifically accord credit to the Music Composers on all
positive prints of the Film, provided however that the Musical Works/ Sound
Recordings created / composed by the Music Composers if incorporated in the
Film.

10. INSURANCE

PRODUCER may secure in its own name or otherwise and at its own cost and
expense life insurance, accident insurance or health insurance and any other
insurance required by PRODUCER with respect to the Music Composers
whether alone or together with others and the Music Composers hereby
confirms and agrees that the Music Composers shall not have any right, title or
interest in or to any such insurance policy or any money payable pursuant to the
same. The Music Composers shall be available for all tests and examinations
required for the same and shall complete all proposal forms as may be required
and intimated by PRODUCER for the same.

11. TERM AND TERMINATION

(a) This Agreement shall come into force on the date of execution of this
Agreement and shall continue to remain in force until _______________ or till
such other date as may be mutually agreed to by the Parties in writing unless
terminated prior thereto in accordance with the terms of this Agreement
(hereinafter referred to as the “Term”). The expiration of the Term of this
Agreement shall not, in any manner whatsoever, affect the assignment of rights
in the Musical Works and the Sound Recording to PRODUCER.

(b) PRODUCER shall have the right to terminate this Agreement for any of the
following reasons by giving a 10 (ten) days notice in writing to the Music
Composers and to replace the Music Composers and appoint new composer(s)
in its place at any time whatsoever, during the Term of this Agreement, unless
the Music Composers has cured the default within the ten (10) days notice
period, namely:
i) if the Music Composers are in breach of any the representations,
warranties, terms and conditions of this Agreement;
ii) if the Music Composers do not make himself / herself available when
required to do so by PRODUCER for the purposes of this Agreement;
iii) if the Music Composers are physically or mentally incapacitated for a
period exceeding 45 (forty five) days which prevents / hinders it from
performing the Services;
iv) if the Music Composers refuse to perform the Services in accordance
with the provisions of this Agreement; and
v) any Force Majeure Event (as defined hereinbelow) subsists for a
continuous period of not less than 30 (thirty) days.

(c) Further upon termination of this Agreement by PRODUCER, the Music

Composers shall be deemed to have given its ‘no objection’ for the appointment

Initial 1._______________2.________________ 18
 of any new Music Composers(s) to perform the Services in place of the Music
Composers.

(d) The Music Composers shall have the right to terminate this Agreement for any
of the following reasons by giving a ten (10) days notice in writing to the
Producer, unless PRODUCER has cured the default within the ten (10) day
notice period, if PRODUCER fails to pay the Consideration (or any portion
thereof) as set out hereinabove in clause 5.

12. EFFECT OF TERMINATION

The following provisions shall apply on and after the notice of termination is
given:

(i) The Music Composers shall continue to comply with all of the
obligations on the part of the Music Composers under this Agreement
which are not affected by termination or expiry of this Agreement.
(ii) PRODUCER shall remain entitled to all rights available to, granted and /
or assigned to the PRODUCER by the Music Composers under the
terms of this Agreement and all other rights relating to the Services, the
entire product of the Services, the Musical Works/ Sound Recordings
and any part thereof, and the Music Composers shall not use the Musical
Works/ Sound Recordings or any part thereof, composed / created by the
Music Composers for the purpose of the Services to be rendered under
the provisions of this Agreement or any part or version thereof for any
purpose whatsoever and shall maintain strict confidentiality with respect
to any and all products of the Services, the Musical Works/ Sound
Recordings and shall restrain from revealing / disclosing the same in any
form or manner whatsoever and to any person whatsoever.
(iii) In the event of termination of this Agreement by any of the Parties, the
Music Composers shall be entitled only to such portion of the
Consideration (pro rata) as shall have accrued and become due and
payable to the Music Composers upto the date of termination, having
regard to the portion of the Services completed by the Music Composers
upto the date of such termination, which amount shall be determined by
PRODUCER.
(iv) Without prejudice to any other remedy available to PRODUCER under
this Agreement, in law or in equity, PRODUCER shall also have the
right to enforce specific performance of the Agreement and / or claim
remedy(ies) in the nature or injunctive relief against the Music
Composers.
(v) The Music Composers shall give to PRODUCER all and any parts and
copies of the Musical Works including all compositions, recordings,
notations and any information with regard to the Services including the
Musical Works cue sheets.

13. FORCE MAJEURE EVENT

Initial 1._______________2.________________ 19
 Neither Party shall be liable, with respect to any failure to perform or delay in
performing any of its respective obligations hereunder or of the non-
performance of any term or condition of this Agreement, directly or indirectly
resulting from any acts of God (including but not limited to fire, flood,
earthquake, windstorm or other natural disaster), act of any sovereign (including
but not limited to war, invasion, act of foreign enemies, hostilities (whether war
be declared or not), civil war, rebellion, revolution, insurrection, military or
usurped power or confiscation, nationalization, requisition, destruction or
damage to property by or under the order of any government or public or local
authority or imposition of government law, judgment, order or decree, sanction,
embargo or similar action, blockade), or labour dispute (including but not
limited to strike, lockout, or boycott); interruption or failure of utility service
(including but not limited to electric power, gas, water or telephone service);
and any other matter or cause beyond the control of the PRODUCER (each
respectively a “Force Majeure Event”).

14. NO REVERSION

Subject to the terms of this Agreement, the rights granted to PRODUCER by

the Music Composers pursuant to this Agreement are irrevocable and without
right of rescission by the Music Composers or reversion under any
circumstances whatsoever.

15. INDEMNITY

The Music Composers undertake to indemnify PRODUCER and keep

PRODUCER at all times fully indemnified from and against all actions,
proceedings, claims, demands, costs (including without prejudice to the
generality of this provision, legal costs of PRODUCER), awards, damages,
howsoever arising, directly or indirectly, as a result of any breach or non-
performance by the Music Composers of any of the Music Composer’s
representations, undertakings, warranties and / or obligations under this
Agreement and particularly for any action for infringement of any intellectual
property rights brought against PRODUCER with respect to any part or whole
of the Musical Works/ Sound Recordings of the Film and the products of the
Services. It is agreed between the Parties, that this obligation of the Music
Composers shall survive the termination of this Agreement.

16. DISPUTE RESOLUTION / ARBITRATION

In the event of any dispute, difference and / or claim arising out of or in the
course of this Agreement or any breach or alleged breach of any of the
representations, warranties, covenants and / or obligations of either of the
Parties contained in this Agreement, such dispute, difference or claim shall first
be attempted to be resolved by the Parties amicably through negotiations and
discussions. However, in the event such dispute, difference or claim is not so
resolved by the Parties within a period of 30 (thirty) days from the
commencement of such dispute, the dispute shall be referred to arbitration of a
sole arbitrator to be mutually agreed to and jointly appointed by the Parties

Initial 1._______________2.________________ 20
 herein in accordance with the Arbitration and Conciliation Act, 1996, as
amended from time to time or any re-enactment thereof. The arbitration shall be
held in Mumbai and in English language.

17. GOVERNING LAW AND JURISDICITON

This Agreement shall be governed by and construed in accordance with the

laws of India. Subject to the provisions of Clause 16 hereinabove, the Parties
agree that this Agreement shall be subject to the sole and exclusive jurisdiction
of the Courts at Mumbai, with respect to all matters in respect of which the
courts have been granted jurisdiction under the Arbitration and Conciliation
Act, 1996, including all legal proceedings for interlocutory relief and for
appointment of arbitrator/s.

18. RELATIONSHIP BETWEEN THE PARTIES

Notwithstanding anything to the contrary contained in this Agreement, the

relationship between PRODUCER and the Music Composers shall be on a
principal to principal basis and nothing in this Agreement will be construed as
creating an agency, partnership, joint venture, association of persons or
employment relationship between PRODUCER and the Music Composers. The
Music Composers shall not have any right to obligate or bind PRODUCER in
any manner whatsoever, other than as expressly stipulated in this Agreement
and nothing contained in this Agreement shall give any rights of any kind to any
third parties, whatsoever.

19. MISCELLANEOUS

(a) If any provision/s of this Agreement is / are or become prohibited by or

adjudged by a court to be unlawful, void or unenforceable then such
provision(s) shall, to the extent required, be severed from this Agreement and
be rendered ineffective as far as possible without modifying the remaining
provisions of this Agreement and shall not in any way affect any other
circumstances, the validity and / or enforcement / enforceability of this
Agreement.

(b) PRODUCER shall be entitled to charge, license, sub-license, transfer and / or

assign the whole or any part of its rights and in such event all of the
representations, warranties and covenants on the part of the Music Composer
contained in this Agreement shall inure to the benefit of any such assignee,
licensee, sub-licensee or transferee of the Producer.

(c) This Agreement together with any and all exhibits, annexures and schedules
contains the full and complete understanding between the Parties and
supersedes all prior arrangements and understandings whether written or oral
pertaining to the subject matter of this Agreement.

(d) No failure or delay on the part of any of the Parties to this Agreement relating to
the exercise of any right, power, privilege and / or remedy provided under this

Initial 1._______________2.________________ 21
 Agreement shall operate as a waiver of such right, power, privilege and / or
remedy or as a waiver of any preceding or succeeding breach by the other Party
to this Agreement, nor shall any single or partial exercise of any right, power,
privilege and / or remedy preclude any other or further exercise of such or any
other right, power, privilege and / or remedy provided in this Agreement, all of
which are several and cumulative and are not exclusive of each other or of any
other rights or remedies otherwise available to a Party at law or in equity.

(e) No modification, variation, novation or amendment of this Agreement and / or

of the terms or conditions hereto shall be valid or binding, unless made
specifically in writing, upon the mutual consent of the Parties and signed by an
authorized representative of each Party.

(f) This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original and both of which shall be one and the same
instrument.

(g) The Clause headings are for convenience only and shall not limit, govern or
otherwise effect the interpretation or construction of this Agreement in any way.

(h) Each Party hereby warrants that such Party is under no obligation or disability,
created by law or otherwise, which would in any manner or to any extent
prevent or restrict such Party from entering into and fully performing its
respective obligations under this Agreement.

(i) Notwithstanding the termination of this Agreement, the provisions of this

Agreement, the nature of which should reasonably require the survival thereof
shall survive the termination of this Agreement.

20. NOTICES

(a) Any notice or other document required or permitted to be given under this
Agreement or any communication between the Parties with respect to any of the
provisions of this Agreement or the subject matter hereof shall be in English
and shall be sent to the address of the receiving Party, as set out at the head of
the Agreement or as notified between the Parties for the purpose of this Clause
in the following manner:
(i) by hand delivery;
(ii) registered post;
(iii) by overnight courier service;
(iv) by E-mail; and / or
(v) telefaxed during normal business hours on a business day.

(b) Provided that all notices shall be considered as received only on actual receipt
of the same by the receiving Party or on proof of receipt being furnished by the
sending Party.

Initial 1._______________2.________________ 22
(c) Communications addressed to PRODUCER shall be marked for the attention of
Mr. _____________ (_____________Designation),
__________________________ (PRODUCER details).

IN WITNESS WHEREOF the Parties have executed this Agreement as a deed the
day, month and year first above written.

SIGNED SEALED AND DELIVERED )

By _______________ )
for and on behalf of
)
i) )
ii) )

in the presence of

SIGNED SEALED AND DELIVERED )

By for and on behalf of )
__________________ )
)
)
In the presence of )

Initial 1._______________2.________________ 23