PRODUCTION MANAGER’S AGREEMENT

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

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 ____________ (Indian Rupees Only) plus c) The Production Manager is in a good state
applicable taxes, only if and as applicable, of health and shall not at any time during
until the completion of Services as per the Service Term participate in any
the approval and satisfaction of the hazardous or dangerous pursuit or
Producer.. voluntarily take any risks which might
prevent the Production Manager from
d) All payments under this Agreement are being able and fit, at all times, to perform
subject to tax deducted at source (TDS) the Service(s) contemplated hereunder.
wherever applicable as per the Indian
Income Tax Act, 1961 as amended from d) There are no legal, quasi-legal,
time to time. administrative, arbitration, mediation,
conciliation, or other proceedings, claims,
e) It is agreed between the Parties that the actions, governmental investigations,
conveyance charges shall not be payable orders, judgments, or decrees of any
by the Producer to the Production nature made, existing, or pending or, to the
Manager during any phase of the project, best of his/her knowledge, threatened or
whilst pre-production, anticipated, which may prejudicially affect
production/shooting, and post- the due performance or enforceability of
production within the territorial limits of this Agreement or any obligation, act,
Mumbai, Thane, and Navi Mumbai. omission or transactions contemplated
hereunder;

2. PRODUCTION MANAGER’s e) The Production Manager will not and shall

REPRESENTATIONS AND WARRANTIES: The not assign, license, encumber or transfer or
Production Manager represents and warrants otherwise dispose of any rights of
to the Producer that: copyright or any other rights in or to the
a) The Production Manager is not under any product of the Service(s) of the Production
disability, restriction, and/ or prohibition, Manager in connection with the Film.
whether under law or under any other
agreement entered into with any third f) The Production Manager shall not during
Person(s) which might prevent/ hamper/ the Service Term do any act which might
deter the Production Manager from bring the Producer into public disrepute
rendering the Service(s) or observing any and/ or offend the community or public
of the obligations of the Production morals and/ or prejudice the Film in any
Manager pursuant to this Agreement and manner whatsoever.
the Production Manager shall ensure that
it shall not pursuant to the Effective Date g) The Production Manager warrants that
enter into any agreement/ arrangement he/she shall remain fully compliant (and
with any third person(s) which might undertakes and agrees to remain
prevent/ hamper/ deter the Production compliant) with the provisions of the
Manager from due execution of the terms Sexual Harassment of Women at the
hereof. Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules
b) The Production Manager hereby thereunder (“PoSH”) (as may be amended
represents and warrants that he has all the from time to time). The Production
documents required to perform Service(s) Manager agrees to abide by the Producer’s
in India during the Service Term which PoSH Policy.
includes but is not limited to passport and
work visa. h) The Production Manager warrants that the
Production Manager shall not indulge in
any act(s), which are outside the

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 parameters of any laws which may be in 3.2. All Intellectual Property in/ of the Film
force in India, including but not limited to, and works resulting from the Service(s)
the Indian Penal Code, 1860 and/or the are and shall remain the exclusive
Narcotic Drugs and Psychotropic property of the Producer from the
Substances Act, 1985 and shall not in any moment they arise, for the entire period
manner during the entire Service Term of their subsistence in every part of the
engage in and/or be accused of engaging in world, and the Producer shall have the
any illegal/immoral activities including the exclusive right to exploit the Intellectual
use of any narcotics / banned substances Property, at its sole discretion. To the
and if named in any investigation for either extent that such Intellectual Property in
consumption or otherwise dealing with the Film and works resulting from the
drugs/ banned substances and/or in Service(s) does not already vest with the
relation to any illegal/immoral activities. Producer, the Production Manager
hereby assigns to the Producer without
3. INTELLECTUAL PROPERTY RIGHTS: any limitation, reservation or condition,
3.1. It is hereby agreed between the Parties the entire copyright and all other rights,
that the entire copyright (if any), or any title or interest of whatsoever nature
other rights arising out of or from all the (including but not limited to all rights,
works resulting from the Service(s) throughout the world, of copyright,
rendered by the Production Manager production, recordation, reproduction,
pursuant to this Agreement, shall vest transcription, performance, broadcast
with the Producer as to the first owner of and exhibition) whether vested,
the same pursuant to this ‘contract of contingent or future in or to the product,
service’. This shall be applicable to all results or proceeds of the Service(s)
present and future work arising out of (including but not limited to all literary,
the Service(s). This right shall be musical and/ or Production Manager
exercised in perpetuity and in all material contributed by the Production
territories of the world. Manager, if any), now known and existing
to which the Production Manager 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.

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4. CONFIDENTIALITY: The Production Manager 5.2. Upon the occurrence of any Force Majeure,
shall not reveal or make public any the Producer will have the immediate right
information, shall not carry out any publicity to terminate this Agreement.
or make any statement, shall not publish any
written record, and shall maintain strict
confidentiality with respect to the Film, all the 5.3. The Production Manager shall not be
products of the Service(s), all the terms and entitled to terminate this Agreement,
conditions hereunder including the execution except on account of breach by Producer in
of this Agreement and/ or relating to the making payment in accordance with the
business of the Producer (collectively, the terms of this Agreement and provided such
“Confidential Information”) and shall refrain breach has not been cured after giving
from revealing or disclosing the same in any fifteen (15) days' notice in writing by the
form whatsoever, unless required by law to do Production Manager to Producer.
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 5.4. Termination of this Agreement shall not
termination of this Agreement. affect any accrued rights and obligations of
the Parties that accrued prior to the date
of such termination. On termination of this
5. TERMINATION Agreement, the Production Manager will
5.1. The Producer may terminate this forthwith hand over all the completed IPR
Agreement at any time after giving seven pertaining to the activities covered under
(7) days notice in writing to the Production this Agreement to the Producer’s
Manager, for any reason. In the event of representative and also return all notes,
termination by Producer, the Production recordings, data, documents, and other
Manager will be entitled to any monies due property of Producer that it may have in its
from Producer for the Services actually possession. Subject to the foregoing in
availed of by Producer from the Production clause 6.3 above, Producer will pay to the
Manager up to the date of termination of Production Manager any outstanding
the Agreement, provided that Producer is amount for the Services availed of by
satisfied with the quality of the Services Producer, provided the Production
delivered and the timelines of the Services Manager has returned all notes,
provided by the Production Manager. recordings, data, records, and any other
Producer shall not make any payment if property belonging to Producer as the
such termination by Producer is because of Production Manager may have in its
any dissatisfaction expressed by Producer possession. In the case where the payment
in respect of the quality of the Services or is made in advance the excess amount paid
such termination is because of any breach to the Production Manager for the
by the Production Manager which remains remaining period, such excess monies shall
uncured by the Production Manager be refunded to the Producer.
despite a notice to cure the breach by
Producer. As stated in clause 3 herein, all
rights in the IPR developed by the
Production Manager up to the date of such
termination shall irrespective of the reason
for termination, be the property of the
Producer.

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 5.5. Without prejudice to the foregoing, it is 7. FORCE MAJEURE: The interruption of or
agreed that on completion of the Services, material interference with the preparation,
the Production Manager shall forthwith commencement, production, completion, or
return to the Producer all notes, distribution of the Film by any cause or
recordings, data, records, documents, and occurrence beyond the control of the
all materials and properties of the Producer or Production Manager as the case
Producer that may be in possession of the may be, including fire, flood, pandemics,
Production Manager. The producer shall be current COVID-19 situation, quarantine
entitled to withhold payment from the restrictions related to COVID-19, Central/State
Production Manager until all such data, Government actions, epidemic, earthquake,
documents, material, or property is explosion, accident, riot, war (declared or
returned by the Production Manager to the undeclared), blockade, embargo, act of a
Producer's satisfaction. public enemy, civil disturbance, labor dispute,
strike, lockout, inability to secure sufficient
labor, power, essential commodities,
5.6. Notwithstanding anything contained necessary equipment or adequate
herein, Producer reserves the right to claim transportation or transmission facilities or
damages from the Production Manager for death, breach or disability of key personnel
any loss, damages, cost, expenses, charges rendering services on the Film other than
suffered/ incurred by Producer as a result Production Manager, any applicable law or
of any deficiency or unsatisfactory quality any act of God.
of the Service(s) or any delay in the
delivery of the proceeds and Service(s) 8. RELATIONSHIP: The Production Manager
beyond the time agreed by the Producer. agrees that the Producer has retained the
Production Manager solely for the purposes
and to the extent set forth in this Agreement,
and Production Manager shall not be entitled
6. GOVERNING LAW: This Agreement shall be to share in any of the benefits to which the
construed in accordance with the laws of Producer may derive from the commercial
India. The Parties hereby consent to the exploitation of the Production Manager's
jurisdiction of the courts of Mumbai as to any Services rendered in connection with the Film
matter arising out of or relating to this and hereunder (including all original ideas in
Agreement. connection therewith). The Production
Manager shall not be construed as a partner,
employee, or agent of the Producer.

9. AMENDMENTS: This Agreement may be

amended or modified only by the written
agreement (emails included) of the Producer
and the Production Manager.

10. NO OBLIGATION: Nothing in this Agreement

shall obligate the Producer to actually utilize
Production Manager's Services or to exploit
the results and proceeds of Production
Manager's Services hereunder or to produce
or exploit the Film and/or the Materials, and
Production Manager shall not be entitled to
any damages or other relief by reason thereof.

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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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