EXECUTIVE PRODUCER AGREEMENT

This Executive 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 “Executive 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 Executive Producer to avail the Services of Executive
Producer in connection with the Film. At the request of Producer, Executive 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 Executive Producer for the
purpose of implementing this Agreement and in relation to the Executive
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
Executive 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
Executive Producer 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 Executive Producer, in whatever form or medium,
(whether individually or jointly with the Producer) in relation to and/or in the

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 course of the performance of the Services of the Executive 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
1.2.2 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 Executive Producer in this Agreement shall mean and
include its entire team including assistants and representatives either on the
Executive Producer’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 Executive Producer to render its Services as
contemplated in this Agreement in relation to the Film for the Consideration and the
Executive Producer 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.

3. OBLIGATIONS OF THE EXECUTIVE PRODUCER AND RIGHTS OF PRODUCER:

3.1 Without limiting the scope of Services of the Executive Producer as understood in
the film industry in relation to a cinematograph film and without prejudice to the
rights of the Producer, the Executive Producer inter alia agrees, covenants, and
undertakes the following:
3.1.1 Availability: From the date as may be intimated to the Executive Producer by
Producer, the Executive Producer 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 Executive 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 Executive 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;
3.1.3 The Executive Producer 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 Executive Producer 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 Executive 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;
3.1.6 The Executive 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;
3.1.7 The Executive Producer 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 Executive 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 Executive Producer. Further, the Executive 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 Executive Producer, including remuneration cost and any such cost or
expense shall be solely borne by the Executive Producer. The Executive
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;
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 Executive 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;
3.1.11 The Executive Producer shall make itself available for all publicity,
promotional and marketing activities in relation to the Film and before and

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 after the release of the Film at any location and time, as may be required by
the Producer. The Executive Producer’s Services shall also include the
making of so-called "behind the scenes" motion film documentaries, and
electronic press kits;
3.1.12 In case the Executive Producer is a member of any association(s), the rules
made therein are independent and exclusive to the Executive Producer and
are not incorporated in (expressly or impliedly) this Agreement.
3.1.13 The Executive Producer fully understands and hereby undertakes and
confirms that in the event the Executive 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 Executive 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;
3.1.14 The Executive Producer agrees and acknowledges that time is of essence for
the Services to be rendered under this Agreement and any delay caused by
the Executive Producer in handing over of the Works beyond the agreed time
will cause irreparable loss and damage to the Producer. Therefore, the
Executive 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
3.1.15 The Executive Producer 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 Executive Producer 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 Executive Producer or
its Crew had rendered the Services in creation of the Film.
3.1.17 In the event Producer requires the Services of the Executive Producer for the
completion, addition and/or alteration for the Film, the Executive Producer
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 The Producer shall not be liable to the Executive Producer for:any loss or
damage to the Executive Producer’s or its Crew’s property sustained at or
whilst in transit to or from places at which the Executive Producer shall
render the Services; norany personal injury, ailment or death of the Executive
Producer or the Crew arising out of or during the Executive Producer's

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 engagement or whilst in transit to or from places at which the Executive
Producer shall render the Services, save to the extent any such injury, ailment
or death is caused by the Producer’s negligence.
3.1.19 All rights, title and interest (including copyright) in the Works and materials
used therein vest exclusively in the Producer and the Executive Producer
shall not raise any claims against the Producer in this regard.
3.1.20 During the subsistence of this Agreement, if rendering of Services by the
Executive 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 Executive Producer.
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 Executive 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 Executive 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
4.2 The said Consideration shall be the full and final compensation for all the
Services rendered by the Executive 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
Executive Producer and no separate fee shall be payable by the Producer to any such
assistant/Crew hired by the Executive Producer for rendering the Services to the
Producer.
5. INDEMNITY:
The Executive 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
Executive Producer 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 Executive Producer and all rights in and to the Works and other

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 allied work of the Executive 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.
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 Executive Producer irrevocably and unconditionally waives the
benefits of any provision of law known as "moral rights" (including any of the
Executive 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 Executive Producer'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 Executive 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, Executive 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, Executive Producer hereby provides
any and all ratifications and consents necessary to accomplish the purposes of the

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 foregoing. The Executive Producer shall confirm any such ratifications and consents
from time to time as requested by Producer. It is agreed that if the Executive
Producer fails within 7 (seven) days of request from the Producer to do the requested
acts and execute the relevant documents, the Executive 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 Executive
Producer's obligations under this Agreement remain undischarged. The Executive
Producer must ratify and confirm everything that the attorney and any substitute
attorney does or arranges using the powers granted under this Clause 5.
6.3 The Executive 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.
7. REPRESENTATIONS AND WARRANTIES:
The Executive Producer 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 Executive Producer 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 Executive 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 Executive
Producer'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 Executive Producer
in the Film and all allied and ancillary rights in the Film, and the requisite consents
have been obtained by the Executive Producer; and
7.7 the Executive 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

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 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
Executive 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 Executive Producer’s engagement, the Producer
shall be entitled to deduct such sums from any payments due to the Executive
Producer under this Agreement
8. PRESENTATION CREDITS:
Subject to the full, complete and timely performance of the Services and obligation by the
Executive Producer, in accordance with the terms and conditions of this Agreement, the
Executive 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 Executive Producer.
9. TERMINATION:
9.1 The Executive Producer’s engagement under this Agreement shall be suspended if
the Executive 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 Executive 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 Executive Producer by
the Producer and no amount shall accrue or become payable to the Executive
Producer 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 Executive Producer and subject to the provisions of clause 8.3, the Producer may
immediately terminate this Agreement on written notice to the Executive Producer, if
the Executive 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 Executive Producer shall be liable to refund any excess Consideration
paid by the Producer to the Executive Producer 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
Executive Producer’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

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 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 Executive Producer to complete the Film, as it deems fit, in its sole
discretion.

10. MISCELLANEOUS:
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 Executive Producer in the circumstances
of any breach or repudiation of this Agreement by the Producer or any third party
shall be limited to the Executive Producer’s right to recover actual damages in an
action at law. The Executive 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.
10.5. Assignment: The Executive 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
Executive Producer’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.

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 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 )

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/Executive Producer)
________________________________ )
The Party of the Second Part )

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