DIRECTOR’S ASSISTANT AGREEMENT

This Director’s Assistant Agreement (the “Agreement”) is made and entered into on _____ day of June, 2022
("Execution Date")

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

_________________,_______________________________________________________________________(hereina
fter referred to as “Director’s Assistant/DA” which expression, shall unless repugnant to the context or meaning
thereof, shall be deemed to mean and include its successors-in-interest, and assigns) of the OTHER PART.

The Producer and the DA shall hereinafter jointly be referred to as the “Parties” and individually as the “Party”.

WHEREAS 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) and is desirous of
engaging the Services of the Assistant as per the agreed terms and conditions as set out in this Agreement.
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

IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. COMMERCIAL TERMS:
a) Service Term: Term of this Agreement
shall commence on the Execution date of
this Agreement and shall be valid and
subsisting as per the approval and
satisfaction of the Producer (“Service
Term”). If the Services of a DA are
required beyond the completion of the
principal photography of the Film, then
such dates shall be intimated by the
Producer to the DA within 10 (ten) days
from the date of such reshoot or
additional shoot day. Further, in case of
any revision in the production schedule
of the Film, it shall be intimated by the
Producer to the DA within 10 (ten) days
from the date of such revision. The DA
agrees to provide his/her services and
make himself/herself on such revised
dates/ additional shoot dates as and
when intimated by the Producer. It is
however clarified for the avoidance of
any doubt that the Intellectual Property
Rights vesting in the Producer, pursuant
to this Agreement, shall be for
perpetuity.
b) Service(s): The DA shall provide Service(s)
on an exclusive and first priority basis to
the Director and/or Producer of the Film
as per their approval and satisfaction.
The DA shall make himself/herself
available at all time(s), location(s), and
date(s) as intimated by the Producer.
c) Service Fees: DA shall be payable a \ fee
of INR ____________ (Indian Rupees
Only) plus applicable taxes, only if and as
applicable, until the completion of
Services as per the approval and
satisfaction of the Producer..

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 d) All payments under this Agreement are
subject to tax deducted at source (TDS)
wherever applicable as per the Indian
Income Tax Act, 1961 as amended from
time to time.
e) It is agreed between the Parties that the
conveyance charges shall not be payable
by the Producer to the DA during any
phase of the project, whilst pre-
production, production/shooting, and
post-production within the territorial
limits of Mumbai, Thane, and Navi
Mumbai.
2. DA’s REPRESENTATIONS AND WARRANTIES:
The DA represents and warrants to the
Producer that:
a) The DA is not under any disability,
restriction, and/ or prohibition, whether
under law or under any other agreement
entered into with any third Person(s) which
might prevent/ hamper/ deter the DA from
rendering the Service(s) or observing any
of the obligations of the DA pursuant to
this Agreement and the DA shall ensure
that it shall not pursuant to the Effective
Date enter into any agreement/
arrangement with any third person(s)
which might prevent/ hamper/ deter the
DA from due execution of the terms
hereof.
b) The DA hereby represents and warrants
that he has all the documents required to
perform Service(s) in India during the
Service Term which includes but is not
limited to passport and work visa.
c) The DA is in a good state of health and
shall not at any time during the Service
Term participate in any hazardous or
dangerous pursuit or voluntarily take any
risks which might prevent the DA from
being able and fit, at all times, to perform
the Service(s) contemplated hereunder.
d) There are no legal, quasi-legal,
administrative, arbitration, mediation,
conciliation, or other proceedings, claims,
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actions, governmental investigations,
orders, judgments, or decrees of any
nature made, existing, or pending or, to the
best of his/her knowledge, threatened or
anticipated, which may prejudicially affect
the due performance or enforceability of
this Agreement or any obligation, act,
omission or transactions contemplated
hereunder;
e) The DA will not and shall not assign,
license, encumber or transfer or otherwise
dispose of any rights of copyright or any
other rights in or to the product of the
Service(s) of the DA in connection with the
Film.
f) The DA shall not during the Service Term
do any act which might bring the Producer
into public disrepute and/ or offend the
community or public morals and/ or
prejudice the Film in any manner
whatsoever.
g) The DA warrants that he/she shall remain
fully compliant (and undertakes and agrees
to remain compliant) with the provisions of
the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules
thereunder (“PoSH”) (as may be amended
from time to time). The DA agrees to abide
by the Producer’s PoSH Policy.
h) The DA warrants that the DA shall not
indulge in any act(s), which are outside the
parameters of any laws which may be in
force in India, including but not limited to,
the Indian Penal Code, 1860 and/or the
Narcotic Drugs and Psychotropic
Substances Act, 1985 and shall not in any
manner during the entire Service Term
engage in and/or be accused of engaging in
any illegal/immoral activities including the
use of any narcotics / banned substances
and if named in any investigation for either
consumption or otherwise dealing with
drugs/ banned substances and/or in
relation to any illegal/immoral activities.
3. INTELLECTUAL PROPERTY RIGHTS:
3.1. It is hereby agreed between the Parties
that the entire copyright (if any), or any
other rights arising out of or from all the
works resulting from the Service(s)
rendered by the DA pursuant to this
Agreement, shall vest with the Producer
as to the first owner of the same
pursuant to this ‘contract of service’. This
shall be applicable to all present and
future work arising out of the Service(s).
This right shall be exercised in perpetuity
and in all territories of the world.
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3.2. All Intellectual Property in/ of the Film
and works resulting from the Service(s)
are and shall remain the exclusive
property of the Producer from the
moment they arise, for the entire period
of their subsistence in every part of the
world, and the Producer shall have the
exclusive right to exploit the Intellectual
Property, at its sole discretion. To the
extent that such Intellectual Property in
the Film and works resulting from the
Service(s) does not already vest with the
Producer, the DA hereby assigns to the
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, reproduction, transcription,
performance, broadcast and exhibition)
whether vested, contingent or future in
or to the product, results or proceeds of
the Service(s) (including but not limited
to all literary, musical and/ or DA material
contributed by the DA, if any), now
known and existing to which the DA is
now or may at any time after the date of
this Agreement or commencement of the
Service(s), (whichever is earlier), be
entitled to by virtue of or pursuant to the
Applicable Laws, 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.
4. CONFIDENTIALITY: The DA shall not reveal or
make public any information, shall not carry
out any publicity or make any statement, shall
not publish any written record, and shall
maintain strict confidentiality with respect to
the Film, all the products of the Service(s), all
the terms and conditions hereunder including
the execution of this Agreement and/ or
relating to the business of the Producer
(collectively, the “Confidential Information”)
and shall refrain from revealing or disclosing
the same in any form whatsoever, unless
required by law to do so or if the information
is already in the public domain. It is hereby
agreed between the Parties that this clause
shall survive even upon termination of this
Agreement.
5. TERMINATION
5.1. The Producer may terminate this
Agreement at any time after giving seven
(7) days notice in writing to the DA, for any
reason. In the event of termination by
Producer, the DA will be entitled to any
monies due from Producer for the Services
actually availed of by Producer from the DA
up to the date of termination of the
Agreement, provided that Producer is
satisfied with the quality of the Services
delivered and the timelines of the Services
provided by the DA. Producer shall not
make any payment if such termination by
Producer is because of any dissatisfaction
expressed by Producer in respect of the
quality of the Services or such termination
is because of any breach by the DA which
remains uncured by the DA despite a
notice to cure the breach by Producer. As
stated in clause 3 herein, all rights in the
IPR developed by the DA up to the date of
such termination shall irrespective of the
reason for termination, be the property of
the Producer.
5.2. Upon the occurrence of any Force
Majeure, the Producer will have the
immediate right to terminate this
Agreement.
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5.3. The DA shall not be entitled to terminate
this Agreement, except on account of
breach by Producer in making payment in
accordance with the terms of this
Agreement and provided such breach has
not been cured after giving fifteen (15)
days' notice in writing by the DA to
Producer.
5.4. Termination of this Agreement shall not
affect any accrued rights and obligations of
the Parties that accrued prior to the date
of such termination. On termination of this
Agreement, the DA will forthwith hand
over all the completed IPR pertaining to
the activities covered under this
Agreement to the Producer’s
representative and also return all notes,
recordings, data, documents, and other
property of Producer that it may have in its
possession. Subject to the foregoing in
clause 6.3 above, Producer will pay to the
DA any outstanding amount for the
Services availed of by Producer, provided
the DA has returned all notes, recordings,
data, records, and any other property
belonging to Producer as the DA may have
in its possession. In the case where the
payment is made in advance the excess
amount paid to the DA for the remaining
period, such excess monies shall be
refunded to the Producer.
5.5. Without prejudice to the foregoing, it is
agreed that on completion of the Services,
the DA shall forthwith return to the
Producer all notes, recordings, data,
records, documents, and all materials and
properties of the Producer that may be in
possession of the DA. The producer shall
be entitled to withhold payment from the
DA until all such data, documents, material,
or property is returned by the DA to the
Producer's satisfaction.
 5.6. Notwithstanding anything contained
herein, Producer reserves the right to claim
damages from the DA for any loss,
damages, cost, expenses, charges suffered/
incurred by Producer as a result of any
deficiency or unsatisfactory quality of the
Service(s) or any delay in the delivery of
the proceeds and Service(s) beyond the
time agreed by the Producer.
6. GOVERNING LAW: This Agreement shall be
construed in accordance with the laws of
India. The Parties hereby consent to the
jurisdiction of the courts of Mumbai as to any
matter arising out of or relating to this
Agreement.
9. AMENDMENTS: This Agreement may be
amended or modified only by the written
agreement (emails included) of the Producer
and the DA.
10. NO OBLIGATION: Nothing in this Agreement
shall obligate the Producer to actually utilize
DA's Services or to exploit the results and
proceeds of DA's Services hereunder or to
produce or exploit the Film and/or the
Materials, and DA shall not be entitled to any
damages or other relief by reason thereof.

7. FORCE MAJEURE: The interruption of or

material interference with the preparation,
commencement, production, completion, or
distribution of the Film by any cause or
occurrence beyond the control of the
Producer or DA as the case may be, including
fire, flood, pandemics, current COVID-19
situation, quarantine restrictions related to
COVID-19, Central/State Government actions,
epidemic, earthquake, explosion, accident,
riot, war (declared or undeclared), blockade,
embargo, act of a public enemy, civil
disturbance, labor dispute, strike, lockout,
inability to secure sufficient labor, power,
essential commodities, necessary equipment
or adequate transportation or transmission
facilities or death, breach or disability of key
personnel rendering services on the Film other
than DA, any applicable law or any act of God.

8. RELATIONSHIP: The DA agrees that the

Producer has retained the DA solely for the
purposes and to the extent set forth in this
Agreement, and DA shall not be entitled to
share in any of the benefits to which the
Producer may derive from the commercial
exploitation of the DA's Services rendered in
connection with the Film and hereunder
(including all original ideas in connection
therewith). The DA shall not be construed as a
partner, employee, or agent of the Producer.

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 11. STAMP DUTY: The stamp duty of this Agreement shall be borne by the Producer.

IN WITNESS WHEREOF the Parties hereto have set their hands to this Agreement on this day, month,
and year written hereinabove.

SIGNED AND DELIVERED BY SIGNED AND DELIVERED BY

AB INTERNATIONAL FILMS LLP

_______________ TITLE - ________________________

__________________

NAME – Mr Amit Basnet NAME: ________________________

BY - ___________________________ BY - ___________________________

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