CREATIVE PRODUCER AGREEMENT

This Creative Producer 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 “Creative Producer” (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 Creative Producer to avail the Services of Creative Producer
in connection with the Film. At the request of Producer, Creative Producer 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:

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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 Creative Producer for the
purpose of implementing this Agreement and in relation to the Creative
Producer’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 Creative
Producer, 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. "Services" shall mean and include the services customarily rendered by the
Creative Producer in relation to a cinematograph film, more specifically here in
context of the Film, including without limitation to assist in the creative process
and the operational process in a project, orchestrating ideas, resources, people
and participants to the Film, as may be instructed by the Producer from time to
time.
1.1.8 “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, synchronization,
doubling, dubbing, performance, models, documents and other things and
materials collected, complied, contributed, developed, produced or created by
the Creative Producer, in whatever form or medium, (whether individually or

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 jointly with the Producer) in relation to and/or in the course of the performance
of the Services of the Creative Producer under this Agreement.
1.2. Unless the context otherwise requires:
1.2.1 Words importing the singular include the plural and vice versa; and
1.2.1 Any reference to the Creative Producer in this Agreement shall mean and
include its entire team including assistants and representatives either on the
Creative Producer’s permanent rolls or hired by it in relation to providing
Services in respect of the Film or otherwise (“Crew”).
2. OBLIGATIONS OF THE CREATIVE PRODUCER AND RIGHTS OF PRODUCER:
2.1 Without limiting the scope of Services of the Creative Producer as understood in the
film industry in relation to a cinematograph film and without prejudice to the rights
of the Producer, the Creative Producer inter alia agrees, covenants, and undertakes
the following:
(a) Availability: From the date as may be intimated to the Creative Producer by
Producer, the Creative Producer shall make itself available (including its Crew)
at the discretion of Producer at any location as may be required by Producer.
(b) The Creative Producer shall render all Services and use the standard of care and
skill typically exercised by or customarily required by an Creative Producer for a
film project including without limitation to assist in the creative process and the
operational process in a project, orchestrating ideas, resources, people and
participants to the Film, as may be instructed by the Producer from time to time;
(c) The Creative Producer 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 Creative Producer 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;
(d) The Creative Producer 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;
(e) The Creative Producer 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;
(f) The Creative Producer agrees and undertakes that it shall not divulge the
Confidential Information to any third party without obtaining prior written
approval of the Producer;
(g) The Creative Producer 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 Creative

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 Producer. Further, the Creative Producer 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 Creative Producer, including remuneration
cost and any such cost or expense shall be solely borne by the Creative Producer.
The Creative Producer 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;
(h) 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);
(i) Producer shall have the irrevocable, unconditional and exclusive right to use and
to license the use of Creative Producer'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;

(j) The Creative Producer 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
Creative Producer’s Services shall also include the making of so-called "behind
the scenes" motion film documentaries, and electronic press kits;
(k) In case the Creative Producer is a member of any association(s), the rules made
therein are independent and exclusive to the Creative Producer and are not
incorporated in (expressly or impliedly) this Agreement.
(l) The Creative Producer fully understands and hereby undertakes and confirms that
in the event the Creative Producer 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 Creative Producer 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;
(m)The Creative Producer agrees and acknowledges that time is of essence for the
Services to be rendered under this Agreement and any delay caused by the
Creative Producer in handing over of the Works beyond the agreed time will
cause irreparable loss and damage to the Producer. Therefore, the Creative
Producer 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

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 (n) The Producer shall not be liable to the Creative Producer for:
(i) any loss or damage to the Creative Producer’s or its Crew’s property
sustained at or whilst in transit to or from places at which the Creative
Producer shall render the Services; nor
(ii) any personal injury, ailment or death of the Creative Producer or the Crew
arising out of or during the Creative Producer's engagement or whilst in
transit to or from places at which the Creative Producer shall render the
Services, save to the extent any such injury, ailment or death is caused by the
Producer’s negligence.
2.2 All rights, title and interest (including copyright) in the Works and materials used
therein vest exclusively in the Producer and the Creative Producer shall not raise any
claims against the Producer in this regard.
2.3 During the subsistence of this Agreement, if rendering of Services by the Creative
Producer 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 Creative Producer.
3. CONSIDERATION:
3.1 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 Creative Producer 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 Creative Producer 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

3.2 The said Consideration shall be the full and final compensation for all the Services
rendered by the Creative Producer 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 Creative Producer
and no separate fee shall be payable by the Producer to any such assistant/Crew hired
by the Creative Producer for rendering the Services to the Producer.

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4. INDEMNITY:
4.1 The Creative Producer 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 Creative Producer turning out to be false, untrue,
misleading, incorrect and/or breached.
5. INTELLECTUAL PROPERTY RIGHTS:
5.1 The Parties agree that Producer shall be the sole, absolute and exclusive owner of all
the rights of the Creative Producer and all rights in and to the Works and other allied
work of the Creative Producer's Services under this Agreement including but not
limited to the sole and exclusive Intellectual Property Rights, negative rights (sound
negative and picture 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.
5.2 The rights of Producer stated in this Agreement including the rights stated in Clause
5.1 above, are unconditional, irrevocable, absolute, exclusive, and perpetual, and
shall subsist worldwide and throughout the universe, as now understood or hereafter
discovered. The Creative Producer irrevocably and unconditionally waives the
benefits of any provision of law known as "moral rights" (including any of the
Creative Producer’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 Creative Producer's Services, and enforcement
thereof, and all claims and causes of action of any kind with respect to any of the

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 foregoing. In the event Creative Producer 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, Creative Producer 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, Creative Producer hereby provides any and all
ratifications and consents necessary to accomplish the purposes of the foregoing. The
Creative Producer shall confirm any such ratifications and consents from time to
time as requested by Producer. It is agreed that if the Creative Producer fails within 7
(seven) days of request from the Producer to do the requested acts and execute the
relevant documents, the Creative Producer 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 Creative Producer's obligations
under this Agreement remain undischarged. The Creative Producer must ratify and
confirm everything that the attorney and any substitute attorney does or arranges
using the powers granted under this Clause 5.
5.3 The Creative Producer 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. REPRESENTATIONS AND WARRANTIES:
6.1 The Creative Producer hereby represents and warrants to Producer as follows:
6.1.1 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
of its obligations under this Agreement, and it has not entered into and shall not enter
into any agreement that may violate this Agreement;
6.1.2 that no litigation, arbitration, or administrative proceedings are threatened, pending,
which call into question the validity or performance of its obligations under this
Agreement;
6.1.3 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;
6.1.4 that Creative Producer 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 Creative Producer's Services under
this Agreement;

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6.1.5 the rights granted under this Agreement includes the permission with respect to the
copyright in any work comprising the Works or Services of the Creative Producer in
the Film and all allied and ancillary rights in the Film, and the requisite consents
have been obtained by the Creative Producer; and
6.1.6 the Creative Producer 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
Creative Producer 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 Creative Producer’s engagement, the Producer shall be entitled
to deduct such sums from any payments due to the Creative Producer under this
Agreement
7. PRESENTATION CREDITS:
7.1 Subject to the full, complete and timely performance of the Services and obligation
by the Creative Producer, in accordance with the terms and conditions of this
Agreement, the Creative Producer 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 Creative Producer.
8. TERMINATION:
8.1 The Creative Producer’s engagement under this Agreement shall be suspended if the
Creative Producer 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 clarified that if the Producer has to appoint any third party, due to
Creative Producer 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 Creative Producer by the Producer
and no amount shall accrue or become payable to the Creative Producer hereunder
during the period of suspension or consequent termination accordingly.
8.2 Without prejudice to any other claims or rights that the Producer may have against
the Creative Producer and subject to the provisions of clause 8.3, the Producer may
immediately terminate this Agreement on written notice to the Creative Producer, if
the Creative Producer 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 Creative Producer shall be liable to refund any excess Consideration

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 paid by the Producer to the Creative Producer until the date of such termination
within 4 (four) days of such termination.
8.3 Without prejudice to the above, Producer shall also be entitled to terminate the
Creative Producer’s engagement at its sole discretion by providing a 15 (fifteen) days
prior written notice.
8.4 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.
8.5 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 Creative Producer to complete the Film, as it deems fit, in its sole discretion.
9. MISCELLANEOUS:
9.1 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.
9.2 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.
9.3 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) 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.
9.4 No Rescission: The remedies of the Creative Producer in the circumstances of any
breach or repudiation of this Agreement by the Producer or any third party shall be
limited to the Creative Producer’s right to recover actual damages in an action at law.
The Creative Producer 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.
9.5 Assignment: The Creative Producer 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 Creative
Producer’s consent.

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9.6 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.
9.7 Governing Law: This Agreement shall be governed by and construed in accordance
with the laws of India.
9.8 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/Creative Producer)
________________________________ )
The Party of the Second Part )

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