DIRECTOR OF PHOTOGRAPHY AGREEMENT

This Director of Photoraphy 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 “Director of
Photography/DOP” (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 DOP to avail the Services of DOP in connection with the
Film. At the request of Producer, DOP 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 DOP for the purpose of
implementing this Agreement and in relation to the DOP’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 DOP, 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
DOP as a director of photography in relation to a cinematograph film, more
specifically here in context of the Film, as may be instructed by Producer or
director, from time to time.
1.1.6 “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 DOP, in whatever form or medium, (whether
individually or jointly with the Producer) in relation to and/or in the course of
the performance of the Services of the DOP under this Agreement.

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 1.2 Unless the context otherwise requires:
1.2.1 Words importing the singular include the plural and vice versa; and
1.2.2 Any reference to a statutory provision shall be deemed to include a reference
to any rules or regulations thereunder and any statutory modification or re-
enactment thereto; and
1.2.3 The clause headings do not form part of this Agreement and shall not be
taken into account in its construction or interpretation.
1.2.4 Any reference to the DOP in this Agreement shall mean and include its entire
team including assistants, technicians, light man, crew member
representatives either on the DOP’s permanent rolls or hired by it in relation
to providing Services in respect of the Film or otherwise (“Crew”).
2. SERVICES:
2.1 Producer hereby engages the DOP to render its Services as contemplated in this
Agreement in relation to the Film for the Consideration and the DOP hereby agrees
to provide its Services to the Producer to the best of its skills and ability in a
professional manner at such locations and on such dates and at such times as may be
specified by Producer.
2.2 The DOP acknowledges the adequacy and sufficiency of the Consideration being
paid by Producer for the Services being rendered by it and its Crew, and for all the
rights mentioned in this Agreement and shall not raise any claim (including any
right) or demand against Producer in relation to the Film or otherwise.

3. OBLIGATIONS OF THE DOP AND RIGHTS OF PRODUCER:

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

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 3.1.4 The DOP undertakes to fully co-operate with Producer, its employees,
representatives or associates for all purposes relating to the production of the
Film and also with the director, cinematographer, writer, artists, technicians,
choreographers, set designers or others whose services may be utilized by
Producer in the course of the Film.
3.1.5 The DOP undertakes to take all steps, sign all documents and comply with
any and all requirements as are necessary for Producer in relation to the Film;
3.1.6 The DOP undertakes not to indulge in any activity or participate in any
transaction which is intended to or is reasonably likely to jeopardize, restrict,
or diminish the completion or marketability of the Film or is likely to
adversely affect the Film;
3.1.7 The DOP agrees and undertakes that it shall not divulge the Confidential
Information to any third party without obtaining prior written approval of the
Producer;
3.1.8 The DOP 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 DOP.
Further, the DOP 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 DOP, including remuneration cost and any such
cost or expense shall be solely borne by the DOP. The DOP undertakes to be
fully responsible for all acts and deeds of the Crew and hereby undertakes
and confirms that it shall ensure that the Crew is in strict compliance of the
terms agreed upon herein;
3.1.9 Producer shall retain all approvals and controls in respect of the Film,
including without limitation, all creative, business and other matters (e.g.
production, exhibition, exploitation, advertising, publicity, promotion, legal,
marketing and distribution);
3.1.10 Producer shall have the irrevocable, unconditional and exclusive right to use
and to license the use of DOP's, sobriquet, pseudonym, photograph,
likeness, and/or caricature by any means and in connection with the Film and
the advertising, publicizing, promotion, merchandising, exhibition, and/or
other exploitation thereof and any allied and ancillary right in the Film in any
manner in all media and by any means now known or invented in the future;
3.1.11 The DOP 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
DOP’s Services shall also include the making of so-called "behind the
scenes" motion film documentaries, and electronic press kits;

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

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 3.1.20 All rights, title and interest (including copyright) in the Works and materials
used therein vest exclusively in the Producer and the DOP shall not raise any
claims against the Producer in this regard.
3.1.21 During the subsistence of this Agreement, if rendering of Services by the
DOP 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 DOP.
4. CONSIDERATION:
4.1 Subject to the full, complete, and timely performance of the Services and other allied
activities in relation to the Film, Producer shall pay to the DOP 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 DOP 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

The said Consideration shall be the full and final compensation for all the Services rendered
by the DOP 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 DOP and no separate fee shall be payable by the Producer to any
such assistant/Crew hired by the DOP for rendering the Services to the Producer.
5. INDEMNITY:
The DOP 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 DOP turning
out to be false, untrue, misleading, incorrect and/or breached.
6. INTELLECTUAL PROPERTY RIGHTS:
6.1 The Parties agree that Producer shall be the sole, absolute and exclusive owner of all
the rights of the DOP and all rights in and to the Works and other allied work of the
DOP'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

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 format whatsoever (whether intended for theatrical exhibition, video gram
distribution, television broadcast, online streaming, wire or electronic transmission
over the internet or mobile handsets or any comparable service whether on an
interactive basis or otherwise, and all derivative rights including without limitation,
all prequels, sequels and remakes rights) (including without limitation radio, cable,
internet and satellite), television productions, video gram (DVD, videocassette, video
disc, laser disc or other home video format), rental and lending rights, and the rights
to communication to the public, work and any work embodying the work including
live dramatic or stage productions, publicity materials, all forms of broadcast
publication, soundtracks and sound recordings, merchandising, commercial tie-ups
and tie-ins, adaptation of the work for the purpose of audio-visual adaptations of any
and all kinds and any and all ancillary and allied media, formats and all copyright
and other rights in the said Film and all its underlying Works and paraphernalia,
including any other rights howsoever arising from or touching the Film now in
existence and those that may be discovered or developed or invented in future for the
territory/territories of entire world including the India i.e. universal rights during the
full period of copyright and all possible renewals, revivals, reversions and extensions
of copyright and thereafter (insofar as may be or become possible) in perpetuity.
6.2 The rights of Producer stated in this Agreement including the rights stated in Clause
above, are unconditional, irrevocable, absolute, exclusive, and perpetual, and shall
subsist worldwide and throughout the universe, as now understood or hereafter
discovered. The DOP irrevocably and unconditionally waives the benefits of any
provision of law known as "moral rights" (including any of the DOP’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
DOP's Services, and enforcement thereof, and all claims and causes of action of any
kind with respect to any of the foregoing. In the event DOP 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, DOP 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, DOP hereby provides any and all
ratifications and consents necessary to accomplish the purposes of the foregoing. The
DOP shall confirm any such ratifications and consents from time to time as requested
by Producer. It is agreed that if the DOP fails within 7 (seven) days of request from
the Producer to do the requested acts and execute the relevant documents, the DOP
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
DOP's obligations under this Agreement remain undischarged. The DOP must ratify

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 and confirm everything that the attorney and any substitute attorney does or arranges
using the powers granted under this Clause 5.
6.3 The DOP 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.
7. REPRESENTATIONS AND WARRANTIES:
The DOP hereby represents and warrants to Producer as follows:
7.1 that it is not under any disability, restriction, or prohibition, whether legal,
contractual, or otherwise, which shall prevent it from performing or adhering to any
of its obligations under this Agreement, and it has not entered into and shall not enter
into any agreement that may violate this Agreement;
7.2 that the DOP and its Crew possess the necessary skills, expertise and experience to
render the Servicer hereunder in accordance with the terms and conditions of this
Agreement;
7.3 that no litigation, arbitration, or administrative proceedings are threatened, pending,
which call into question the validity or performance of its obligations under this
Agreement;
7.4 the Services and any part or element thereof, and the exploitation or any other use of
the rights herein granted shall not violate or infringe upon the copyright, trademark,
trade name, patent, literary, dramatic, musical, artistic, personal, civil or property
right, or any other right of any person, or defame, invade the right to privacy of or
constitute a defamation against any person;
7.5 that DOP 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 DOP's Services under this Agreement;
7.6 the rights granted under this Agreement includes the permission with respect to the
copyright in any work comprising the Works or Services of the DOP in the Film and
all allied and ancillary rights in the Film, and the requisite consents have been
obtained by the DOP; and
7.7 the DOP 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 DOP 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 DOP’s
engagement, the Producer shall be entitled to deduct such sums from any payments
due to the DOP under this Agreement
8. PRESENTATION CREDITS:

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Subject to the full, complete and timely performance of the Services and obligation by the
DOP, in accordance with the terms and conditions of this Agreement, the DOP 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 DOP.
9. TERMINATION:
9.1 The DOP’s engagement under this Agreement shall be suspended if the DOP 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 DOP 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 DOP by the Producer and no amount shall accrue or
become payable to the DOP hereunder during the period of suspension or consequent
termination accordingly.
9.2 Without prejudice to any other claims or rights that the Producer may have against
the DOP and subject to the provisions of clause 8.3, the Producer may immediately
terminate this Agreement on written notice to the DOP, if the DOP 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 DOP shall be
liable to refund any excess Consideration paid by the Producer to the DOP until the
date of such termination within 4 (four) days of such termination.
9.3 Without prejudice to the above, Producer shall also be entitled to terminate the
DOP’s engagement at its sole discretion by providing a 15 (fifteen) days prior
written notice.
9.4 If this Agreement is terminated for any reason, the rights granted, licensed and
assigned in this Agreement to the Producer in and to the Works under this
Agreement shall remain vested with the Producer for the entire world and in
perpetuity.
9.5 In the event of termination of this Agreement by Producer, the Parties agree
that Producer shall be entitled to hire any other person to undertake the role and
services of the DOP to complete the Film, as it deems fit, in its sole discretion.

10. MISCELLANEOUS:

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 10.1. Relationship of Parties: Nothing herein contained shall be construed to
create a partnership, joint venture, association of persons, agency, or employment
agreement between the Parties hereto.
10.2. Entire agreement: This Agreement, together with all agreements and
documents executed contemporaneously with it or referred to in it, constitute the
entire agreement between the Parties in relation to its subject matter and supersedes
all prior agreements and understanding, whether oral or written, with respect to such
subject matter, and no variation of this Agreement shall be effective unless reduced
to writing and signed by or on behalf of a duly authorized representative of each of
the Parties.
10.3. Notice: Notice to the Parties shall be in writing and shall be sent at the
addresses first hereinabove mentioned. In case, there is any change in the addresses
of a Party, the same shall be communicated immediately (not later than 7 (seven)
days) to the other Party, failing which any notice sent to the earlier address of the
said Party shall be deemed to be valid service of such notice.
10.4. No Rescission: The remedies of the DOP in the circumstances of any breach
or repudiation of this Agreement by the Producer or any third party shall be limited
to the DOP’s right to recover actual damages in an action at law. The DOP shall not
be entitled by reason of any breach or repudiation to interfere, inhibit, enjoin or
restrain the development, production or exploitation of the Film or any of the allied
and ancillary rights connected with the Film.
10.5. Assignment: The DOP 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 DOP’s consent.
10.6. Severability: Should any provision of this Agreement be held to be invalid,
the remainder of this Agreement shall be effective as though such invalid provision
had not been contained in this Agreement.
10.7. Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of India.
10.8. Jurisdiction: The Parties agree that the Courts of Mumbai shall have
exclusive jurisdiction regarding any matter arising out of or related to this
Agreement.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THESE

PRESENTS ON THE DAY AND YEAR FIRST HEREINABOVE WRITTEN SIGNED
AND DELIVERED BY the within named Producer by the hands of its Authorized
Signatory:

Signed and delivered by the within named )

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

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