SOUND DESIGNER AGREEMENT

This Sound Designer 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 “Sound Designer” (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 Sound Designer to avail the Services of Sound Designer in
connection with the Film.At the request of Producer, Sound Designer 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 Sound Designer for the
purpose of implementing this Agreement and in relation to the Sound
Designer’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 Sound
Designer, 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 “Literary Works” shall mean all the underlying literary works comprised in
the Work(s) including without limitation, the lyrics in the songs incorporated
in the Song.
1.1.6 "Sound Designer’s Incapacity" means that by reason of any mental or
physical disability, the Sound Designer shall be incapacitated from
performing or complying with any of the material terms or material
conditions hereof.
1.1.7 “Musical Works” shall mean the song including but not limited to the
original music composition as incorporated in such songs; or original sound
track being the musical composition incorporated in the Song as original
sound track; the performances of the singers incorporated in the songs, if any;
and shall include any other scores or other music scores or any musical work,

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 literary work whether or not recorded in graphic notation, including but not
limited to all world-wide rights therein and all copyrights and all related
rights therein, and includes sound recordings of performances of the songs, in
any mode or medium, format, platform whatsoever, including any and all
allied, incidental and ancillary rights whether now known or hereafter to
become known or come into being.

1.1.8 “Rights” in respect of the Work(s) shall mean and include i) any and all
rights including but not limited to Intellectual Property Rights, derivative
rights, including entire copyright as per provisions of Copyright Act, 1957
(as amended from time to time) (“Act”) as well as the right to know-how,
goodwill and title therein, and the right to enforce the copyright in the
Work(s), ii) the right to exploit the Work(s), and its underlying works,
collectively or individually, across all the modes, media and formats of
exploitation whether now known and in commercial use and/or hereafter
invented based on the modes, media and formats of exploitation whether now
known and/or hereafter invented, throughout the Territory and for perpetuity,
whether now existing or that shall come into existence in the future. For the
purpose of this Agreement “Rights" in Work(s) shall mean and include all
rights including but not limited to the all rights of action and all other rights
of whatever nature now known to which Sound Designer is now entitled by
virtue of or pursuant to any of the laws in force in any part of the world to
hold to the time being capable of being assigned by Sound Designer together
with any and all renewals, revivals, reversions and extensions etc. throughout
the world/universe, assigned by Sound Designer to the Producer under this
Agreement.
1.1.9 “Territory” shall mean entire universe.

1.1.10 “Term” for the purpose of rendering the Services by Sound Designer shall
continue to be in force until full, final and complete performance of all
Services, obligations, undertakings and warranties of the Sound Designer,
unless terminated earlier in accordance with the provisions of this
Agreement; however, the term for the purpose of assignment of Rights in the
Works in favour of Producer shall be in perpetuity.
1.1.11 “Work(s)” shall mean and include all the Musical Works and sounds
developed, produced, created and/or acquired by the Sound Designer by
virtue of the terms of this Agreement for the film.
1.1.12 “Services" shall mean and include the services customarily rendered by the
Sound Designer in relation to a cinematograph film, as may be instructed by
Producer or director, from time to time.

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 1.1.13 “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 Sound Designer, 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 Sound Designer 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 Sound Designer in this Agreement shall mean and
include its entire team including assistants and representatives either on the
Sound Designer’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 Sound Designer to render its Services as contemplated
in this Agreement in relation to the Film for the Consideration and the Sound
Designer 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 SOUND DESIGNER AND RIGHTS OF PRODUCER:

3.1 Without limiting the scope of Services of the Sound Designer as understood in the
film industry in relation to a cinematograph film and without prejudice to the rights
of the Producer, the Sound Designer inter alia agrees, covenants, and undertakes the
following:
3.1.1 Availability: From the date as may be intimated to the Sound Designer by
Producer, the Sound Designer shall make itself available (including its Crew)
at the discretion of Producer at any location as may be required by Producer.

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 3.1.2 The Sound Designer 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 Sound Designer 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 Sound Designer 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.
3.1.4 The Sound Designer 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 Sound Designer 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 Sound Designer 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 Sound Designer 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 Sound Designer 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 Sound Designer. Further, the Sound Designer 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 Sound Designer,
including remuneration cost and any such cost or expense shall be solely
borne by the Sound Designer. The Sound Designer 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);

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 3.1.10 Producer shall have the irrevocable, unconditional and exclusive right to use
and to license the use of Sound Designer'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 Sound Designer 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 Sound Designer’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 Sound Designer is a member of any association(s), the rules made
therein are independent and exclusive to the Sound Designer and are not
incorporated in (expressly or impliedly) this Agreement.
3.1.13 The Sound Designer fully understands and hereby undertakes and confirms
that in the event the Sound Designer 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 Sound Designer 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 Sound Designer agrees and acknowledges that time is of essence for the
Services to be rendered under this Agreement and any delay caused by the
Sound Designer in handing over of the Works beyond the agreed time will
cause irreparable loss and damage to the Producer. Therefore, the Sound
Designer 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 Sound Designer 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 Sound Designer 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 Sound Designer or its Crew had
rendered the Services in creation of the Film.

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 3.1.17 In the event Producer requires the Services of the Sound Designer for the
completion, addition and/or alteration for the Film, the Sound Designer 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 is not obligated to use the work in whole or in part delivered
by the Sound Designer under this Agreement for the Film
3.1.19 The Producer shall not be liable to the Sound Designer for:any loss or
damage to the Sound Designer’s or its Crew’s property sustained at or whilst
in transit to or from places at which the Sound Designer shall render the
Services; norany personal injury, ailment or death of the Sound Designer or
the Crew arising out of or during the Sound Designer's engagement or whilst
in transit to or from places at which the Sound Designer shall render the
Services, save to the extent any such injury, ailment or death is caused by the
Producer’s negligence.
3.1.20 All rights, title and interest (including copyright) in the Works and materials
used therein vest exclusively in the Producer and the Sound Designer 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
Sound Designer 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 Sound Designer.
3.1.22 The Sound Designer further agrees that the Services to be rendered by the
Sound Designer shall also include the following:
 advise the Producer generally on all matters relating to the Work(s)
and the Deliverables;
 attend briefing sessions organized by the Producer to understand the
various situation(s)/scene(s) in which the Work(s) are required for the
Film including the timing, length, placement, situations and the type
of songs to be used;
 supervising and directing the activities of music mixing, dubbing,
music editing, recording of the music and also the final mixing of the
music etc.
 make such changes to the Work(s) either in full or in part as required
by the Producer from time to time at any time during the production
of the Song; and
 in the event the Central Board of Film Certification ('CBFC’) or any
other similar relevant organisation asks for any modifications in the
version of the Work(s) in the Song as submitted, then the Sound
Designer shall modify the Work(s) as per the requirement of the
CBFC or such organisation.

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 3.1.23 The Sound Designer shall be responsible for hiring/engaging and making all
and any payments at its sole expense to the session/chorus singers, other
vocalist (not the lead/main singer), musicians, arrangers, voice over artists,
music supervisors, music editors, orchestra and orchestrator, technicians,
mastering engineers, recording and mixing studios, mastering studios, any
equipment and such other staff required for the performance of its obligations
and rendering of its Services under this Agreement. All such engagements
shall be done on “work-for hire basis” and/or commissioned basis at the
instance of the Producer such that the entire intellectual property rights and
results/proceeds out of their services shall exclusively belong to and vest with
the Producer in perpetuity. Sound Designer shall be solely responsible and/or
liable for all the obligations, liabilities, acts and omissions under such
engagements including payment of consideration/fees and stamp duty. Sound
Designer shall indemnify and keep indemnified the Producer from and
against any and all claims, acts and/or omission by any contributor/personnel
under such engagements.

3.1.24 The Sound Designer shall not release any output of the Work(s) or
Deliverables in any form or format to anyone without prior written approval
of the 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 Sound Designer 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 Sound Designer 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 Sound Designer 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 Sound
Designer and no separate fee shall be payable by the Producer to any such

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 assistant/Crew hired by the Sound Designer for rendering the Services to the
Producer.
5. INDEMNITY:
The Sound Designer 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
Sound Designer 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 Sound Designer and all rights in and to the Works and other allied
work of the Sound Designer'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 Sound Designer irrevocably and unconditionally waives the benefits
of any provision of law known as "moral rights" (including any of the Sound
Designer’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 Sound Designer's Services, and enforcement thereof, and all

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 claims and causes of action of any kind with respect to any of the foregoing. In the
event Sound Designer 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, Sound Designer 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, Sound Designer hereby provides any and all
ratifications and consents necessary to accomplish the purposes of the foregoing. The
Sound Designer shall confirm any such ratifications and consents from time to time
as requested by Producer. It is agreed that if the Sound Designer fails within 7
(seven) days of request from the Producer to do the requested acts and execute the
relevant documents, the Sound Designer 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 Sound Designer's obligations
under this Agreement remain undischarged. The Sound Designer 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 Sound Designer 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.
6.4 The Works developed by the Sound Designer shall at all times constitute and shall be
deemed to constitute works-made-for-hire/commissioned works developed at the
instance of the Producer in accordance with the Act under a ‘contract of service’ as
per Section 17 (b) and 17 (c) of the Act, and the Producer shall be the first and
exclusive owner of all rights including but not limited to Intellectual Property Rights
and copyright in the Works for all purposes, for the entire Territory and in perpetuity.
The Producer, as first and exclusive owner, shall have the sole and exclusive right to
exercise all rights comprised in copyright in the Works in accordance with Section
14 (1) (a) of the Act, or any other equivalent provision thereof. The Sound Designer
further acknowledges that the Producer shall be the sole and exclusive owner of
derivative rights and shall have the sole and exclusive right to produce derivative
works based on the Works.

6.5 It is acknowledged by the Parties that the provisions of sections 19 (4), 19 (8), 19A
and 30A of the Act have no application or effect on the terms of this Agreement,
owing to this being a contract of service. The Parties agree that in case the said
sections are held or deemed to be applicable, the Sound Designer shall expressly
waive all benefits and rights claimable or entitled to the Producer under the sections
mentioned in this clause.

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 6.6 Its agreed between Parties that to the extent that the assignment of Rights in the
Works in relation to future medium or mode of exploitation is not held valid by
operation of law, notwithstanding the assignment of such rights in favour of
Producer, Sound Designer hereby also grants an irrevocable, exclusive, sub-
licensable, perpetual license for the entire universe to the Producer for any such
future medium or mode of exploitation as may be developed in the future and the
Sound Designer acknowledges the receipt and sufficiency of Consideration in this
regard. Notwithstanding the above, it is hereby agreed that the Sound Designer shall
not have any right to assign the Rights in the Works for such means and modes of
exploitation which are not mentioned under this Agreement and are not presently
known or in commercial use and the rights in the same shall exclusively vest with the
Producer by virtue of the perpetual license granted under this clause. Any transfer of
Works in any future mode or means of exploitation which are not presently known,
invented or in commercial use, to any third party, in breach of Sound Designer’s
obligation set out herein shall be deemed null and void and shall constitute a material
breach of this Agreement.

6.7 Sound Designer shall ensure that the Works are free from any encumbrances to
relevant registered copyright society and shall ensure that the Sound Designer does
not represent to any registered copyright society as the owner of any rights in the
Works and confirms, undertakes and warrants that the rights vested in the Producer
under the terms and conditions of this Agreement shall not, in any way, be in
contravention of Section 19 (8) of the Act.

6.8 Sound Designer hereby acknowledges, agrees and confirms Producer’s title, interest,
sole and exclusive ownership over the entire Intellectual Property Rights in respect
of the Work(s) and other related material at any time created by the Sound Designer
for the purpose of including in the Work(s) which in any way relate to the Song and
all products that may be generated as a result of the Services which are ancillary and
incidental to the creation of the Work(s), in all form, format and media, whether in
existence now or which may arise in future including the right to sequel, prequel,
remake, dubbing rights, animation, games, publishing, adaptation, performance
rights etc. in all the languages existing in the world, for the entire term of the
copyright and the entire territory of the world.

6.9 The Producer retains the exclusive right to use, adapt and change the Works in whole
or in part, and to combine the Works with other works and/or all rights of
Exploitation of the Works. For the purpose of this clause, “Exploitation” shall mean
the utilization of the Work(s) as may be decided by Producer in its sole discretion

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 and shall include the making of a Cinematograph Film or Sound Recording, Visual
Recording in respect of the Works, Communication to the Public, Broadcast,
Performance in Public, adaptation, reprography, reproduction, distribution, sale,
commercial rental, assignment, licensing, merchandising, remakes, sequels, prequels,
versions, translations, including but not limited to the broadcasting thereof by radio,
internet and any and all form of television including but not limited to terrestrial,
satellite, direct to home, cable, IPTV, FTTx, any form of video on demand (including
but not limited to Pay-per-View, NVOD, SVOD, PVOD, FVOD made available for
being seen or heard or delivered or exploited through wire or wireless including but
not limited to internet, websites including but not limited to social networking
websites, blogs, internet or mobile streaming or download services (whether free,
pay or subscription based), computing & networking devices,
mobile/telecommunication system based platforms, mobile TV, theatrical or non-
theatrical, merchandising rights, rights at ship, air or sea, or any other means now
known or existing or in commercial use or additionally hereinafter invented or
developed in the future based on the existing technologies or technologies known to
be in commercial use presently. For the purpose of this clause, the terms ‘Broadcast’,
‘Communication to the Public’, ‘Cinematograph Song’, ‘Performance /Perform in
Public’, ‘Sound Recording’, ‘Visual Recording’ shall have the same meanings as
defined in the Act as amended from time to time and all analogous rights subsisting
under the laws of each and every jurisdiction throughout the world.

6.10 The Sound Designer recognises the Producer’s need to be able to deal with
the Work(s) without restriction including the images, voice or any other aspect of the
Sound Designer which renders as part of the present Agreement. Therefore, the
Sound Designer hereby agrees that irrevocably and unconditionally Producer shall be
entitled to use the Work(s) in any manner whatsoever and exploit the same in any
manner whatsoever on any platform whether presently known and/or in commercial
use or such platforms which are developed or invented in future based on the
platforms presently known and/or in commercial use without seeking any prior
approval for such use including any changes, modifications, alterations, versions,
changes of such Work(s), provided such changes of and to the Work(s) are not
prejudicial to the reputation of the Sound Designer, and creation of any new work
based on such Work(s) and Sound Designer shall not file any cases or proceedings
against the Producer claiming damages or restraining the Producer for any such use
under the provisions of Special Right under Act in India or waives, to the extent
permissible law, the benefit of any provision of law known as "droit moral," "droit
auteur" and "droit de suite" or any similar law in any country of the world including
Sound Designer’s Special Right under the Act in respect of the exercise of the
Producer’s Rights hereunder, and the Sound Designer hereby irrevocably and
unconditionally grants all necessary consents under any applicable laws.

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 6.11 The Sound Designer acknowledges that the Deliverables may be
remade/reproduced, adapted, dubbed, sub-titled, revised, edited and/or combined
with other works. The Producer shall not be obliged to appoint the Sound Designer
for any sequel, prequel and/or any derivative work of the Song and the Sound
Designer shall not have any claim, lien, rights, title and/or interest in any Musical
Works and/or Literary Works of such sequel, prequel and/or any derivative work of
the Film.. However, the Sound Designer shall at all times be entitled to credits as the
original composer under law. Sound Designer shall not make any substantially
similar musical compositions/songs to be incorporated in the Song for any third party
in perpetuity thereof.

7. REPRESENTATIONS AND WARRANTIES:

The Sound Designer 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 Sound Designer 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 Sound Designer 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 Sound Designer'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 Sound Designer in
the Film and all allied and ancillary rights in the Film, and the requisite consents
have been obtained by the Sound Designer; and
7.7 the Sound Designer 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

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

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 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 Sound Designer 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 Sound Designer in the circumstances of
any breach or repudiation of this Agreement by the Producer or any third party shall
be limited to the Sound Designer’s right to recover actual damages in an action at
law. The Sound Designer 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 Sound Designer 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
Sound Designer’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.

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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/Sound Designer)
________________________________ )
The Party of the Second Part )

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