POST PRODUCTION AGREEMENT

This Post Production 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/a Producer incorporated under the laws of India holding
PAN no __________and currently residing at ________________________, hereinafter
referred to as the “Studio” (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 Studio to avail the Services of Studio in connection with the
“Post production” of Film which includes but is not limited to Work of complete Sound,
DI, Dubbing, Foley, SFX, Premix, final Mix of the said film (The said work). At the
request of Producer, Studio 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 Studio for the purpose of
implementing this Agreement and in relation to the Studio’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 Studio, 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
Studio in relation to a cinematograph film, more specifically here in context
of the Post Production of the Film which includes but is not limited to Work
of complete Sound, DI, Dubbing, Foley, SFX, Premix, final Mix of the said
film (The said work). At the request of Producer, Studio agrees to render
services in connection with 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

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 other things and materials collected, complied, contributed, developed,
produced or created by the Studio, 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 Studio 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 Studio in this Agreement shall mean and include its
entire team including assistants and representatives either on the Studio’s
permanent rolls or hired by it in relation to providing Services in respect of
the Film or otherwise (“Employees”).
2. SERVICES:
2.1 Producer hereby engages the Studio to render its Services as contemplated in this
Agreement in relation to the Film for the Consideration and the Studio 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 STUDIO AND RIGHTS OF PRODUCER:

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

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 3.1.4 The Studio 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;
3.1.5 The Studio 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;
3.1.6 The Studio agrees and undertakes that it shall not divulge the Confidential
Information to any third party without obtaining prior written approval of the
Producer;
3.1.7 The Studio 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 Studio.
Further, the Studio shall provide Producer with a list in writing of all the
individuals forming part of the Employees 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 Employees of the Studio, including
remuneration cost and any such cost or expense shall be solely borne by the
Studio. The Studio undertakes to be fully responsible for all acts and deeds of
the Employees and hereby undertakes and confirms that it shall ensure that
the Employees is in strict compliance of the terms agreed upon herein;
3.1.8 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);
3.1.9 Producer shall have the irrevocable, unconditional and exclusive right to use
and to license the use of Studio'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;
3.1.10 The Studio 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
Studio’s Services shall also include the making of so-called "behind the
scenes" motion film documentaries, and electronic press kits;
3.1.11 The Studio fully understands and hereby undertakes and confirms that in the
event the Studio 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 Studio being unavailable, to

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 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;
3.1.12 The Studio agrees and acknowledges that time is of essence for the Services
to be rendered under this Agreement and any delay caused by the Studio in
handing over of the Works beyond the agreed time will cause irreparable loss
and damage to the Producer. Therefore, the Studio 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
3.1.13 The Studio 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.
3.1.14 The Studio or its Employees 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 Studio or its Employees had
rendered the Services in creation of the Film.
3.1.15 In the event Producer requires the Services of the Studio for the completion,
addition and/or alteration for the Film, the Studio shall, to its best efforts, and
on a priority basis, be present on such further dates and locations as may be
requested by Producer.
3.1.16 The Producer shall not be liable to the Studio for:any loss or damage to the
Studio’s or its Employees’s property sustained at or whilst in transit to or
from places at which the Studio shall render the Services; norany personal
injury, ailment or death of the Studio or the Employees arising out of or
during the Studio's engagement or whilst in transit to or from places at which
the Studio shall render the Services, save to the extent any such injury,
ailment or death is caused by the Producer’s negligence.
3.1.17 All rights, title and interest (including copyright) in the Works and materials
used therein vest exclusively in the Producer and the Studio shall not raise
any claims against the Producer in this regard.
3.1.18 During the subsistence of this Agreement, if rendering of Services by the
Studio 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 Studio.
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 Studio an "all-inclusive"

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 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 Studio 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 Studio 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 Employees hired by the Studio and no
separate fee shall be payable by the Producer to any such assistant/Employees hired
by the Studio for rendering the Services to the Producer.
5. INDEMNITY:
The Studio 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 Studio 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 Studio and all rights in and to the Works and other allied work of the
Studio'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

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 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 Studio irrevocably and unconditionally waives the benefits of any
provision of law known as "moral rights" (including any of the Studio’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
Studio'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 Studio 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, Studio
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, Studio hereby provides any
and all ratifications and consents necessary to accomplish the purposes of the
foregoing. The Studio shall confirm any such ratifications and consents from time to
time as requested by Producer. It is agreed that if the Studio fails within 7 (seven)
days of request from the Producer to do the requested acts and execute the relevant
documents, the Studio 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 Studio's obligations under this Agreement remain
undischarged. The Studio 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 Studio 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 Studio 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

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 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 Studio and its Employees 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 Studio 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 Studio'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 Studio in the Film
and all allied and ancillary rights in the Film, and the requisite consents have been
obtained by the Studio; and
7.7 the Studio 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 Studio
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 Studio’s engagement, the Producer shall be entitled to deduct such sums from
any payments due to the Studio under this Agreement
8. PRESENTATION CREDITS:
Subject to the full, complete and timely performance of the Services and obligation by the
Studio, in accordance with the terms and conditions of this Agreement, the Studio 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 Studio.
9. TERMINATION:
9.1 The Studio’s engagement under this Agreement shall be suspended if the Studio 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

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 clarified that if the Producer has to appoint any third party, due to Studio 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 Studio by the Producer and no amount shall accrue or
become payable to the Studio 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 Studio and subject to the provisions of clause 8.3, the Producer may immediately
terminate this Agreement on written notice to the Studio, if the Studio 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 Studio shall be
liable to refund any excess Consideration paid by the Producer to the Studio 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
Studio’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 Studio 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)

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

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

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