MUSIC COMPOSER AGREEMENT (FILM SONG MUSIC COMPOSER)

THIS MUSIC COMPOSER AGREEMENT AND DEED OF ASSIGNMENT is made this ...... day of ......., Two Thousand
and _________ (_/_/20__) (Effective Date) BETWEEN

Mr. ………………., residing at ___________________________________________________________ having Income

Tax PAN_________________ hereinafter referred to as the “Composer” (which expression shall include his legal
heirs) of the first part
AND
M/s. ………………………………, a company having its office at ………………………………………………………………., (hereinafter
called the “Producer” (which expression shall include its legal successors and assigns) of the second part.

WHEREAS the Composer is a music director/composer while the Producer is engaged in the business inter-alia of
producing Cinematograph films and is producing a full length Cinematograph Film in …………………. Language,
tentatively titled “………………………..” provisionally starring …………………………………… & others intended to be
Directed by ……………………. hereinafter referred to as the said Film;

WHEREAS The Producer wishes to engage the Composer to compose melody/music of a minimum …………… Songs
or more as listed in Annexure A as per Producer discretion for the said Film hereinafter referred to as the “Works”

AND WHEREAS The Composer has agreed to the proposal of the Producer and has agreed to compose the music
for the Works to be included in said Film while the intellectual property in such music shall vest solely and
absolutely in Producer subject to the terms and conditions of this Agreement.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS - Any term or expression not specifically defined hereunder including “Copyright”, “Owner”,
“Composer”, “Literary Work” “Musical Work”, “Sound Recording”, “Cinematograph Film”, “Assignment”, “License”
shall have the same meaning as ascribed to it under the Copyright Act, 1957 (as amended up to date). Any term or
expression not specifically defined under the Copyright Act shall have the meaning as ascribed to it under the
usage and practice in the Indian film trade and music industry.

“Master Royalty” shall have the meaning commonly understood in the trade, meaning royalty attributable to the
Master of the sound recording, arising from the producer’s investment in rights, equipment and services to create
the Sound Recording or Film in which the Producer is the Owner of copyright.

"Publishing Royalties", as the term is understood in the music industry, refers to royalties which are attributable to
Literary works and Musical works incorporated in Sound Recordings. Publishing Royalties are split in the ratio of
50:50 between the publisher/Owner of publishing rights on one hand and Composers of Literary and Musical
Works equally on the other. Publishing Royalties are separate and distinct from royalties payable for master rights
in Sound Recordings and Cinematograph Films.

“Works” means the all Musical Works created and supplied by Composer to Producer in pursuance of this
Agreement, tentative titles and other details of which are appended hereto as Annexure A.

2. ASSIGNMENT OF RIGHTS:
2.1 In consideration of the covenants and promises herein, The Producer hereby engages the Composer to
create the Works and record the master Sound Recordings embodying performances of various singers, musicians
etc and supply the same to the Producer. Accordingly all copyrights and intellectual property rights in the said
Works and the master Sound Recording shall vest exclusively with the Producer as its first owner. In addition to
and without prejudice to the aforesaid, the Composer hereby also irrevocably and unconditionally assigns to the
Producer throughout the territory of the Universe in perpetuity, all his/her performer’s rights, including, without
limitation, all rights stated under Section 38A(1) and/or Section 38A(2) of the Copyright Act , 1957 as amended
from time to time, for being exploited in any manner whatsoever for all modes and medium of exploitation
whether now known or hereinafter created. Accordingly, Producer shall have all rights of an ‘Owner’ under Section
14 of the Copyright Act including especially rights of reproduction, making copies, communication to public by all
modes and mediums whatsoever, public performance, adaptation, translation, synchronization, making cover
versions etc. In jurisdictions where copyright assignment is not recognised by the applicable national law, Producer
shall be deemed to be the exclusive licensee of all rights assigned herein.

2.2 The parties further agree that this assignment shall remain valid for all rights and no right shall lapse back
to Composer during the Term for any reason whatsoever including but not limited to failure to exercise any
particular right or to exploit any particular Work notwithstanding the provisions of Section 19(4) of the Copyright
Act or any other law.

1
2.3 The parties agree that the exclusive rights assigned to Producer under this Agreement shall extend to and
include, but are not limited to, the all modes and mediums of reproduction, performance, distribution and
communication to the public of the Works, which are in existence or which the parties anticipate may come into
existence in future including:

Physical; mechanical; magnetic; analog; optical; electric; electronic; wireless; intranet or local wireless; wireless
telephony within the meaning of the Indian Telegraph Act; wireless broadcasting; terrestrial; satellite;; cable; wired
broadcast; landline telephony; mobile telephony and data services of any kind not limited to 2G, 3G, 4G, BWA, LTE
internet telephony; cyber; internet; streaming; webcasting; simulcasting; downloading; uploading; P to P; internet
telephony; radio; television; biotechnological; nano-technological; nuclear; molecular. (Collectively referred to as
“Modes and Mediums”)

2.4 Parties agree that Composer may publically perform the Works at live stage shows provided that the
organizer of any such stage show has taken an appropriate license from the Producer and/or its
Producers/licensees or from a copyright/collecting society authorized by the Producer and/or its
Producers/licensees

3. WARRANTIES AND INDEMNITY:

3.1 The Author hereby represents and warrants in favour of the Producer that the Composer is the sole and
unencumbered creator and owner of the said Works; that the Works assigned hereunder are original and nothing
therein infringes the copyright or any other right of any third party. The said Works do not contain any defamatory,
obscene or scandalous matter or any matter capable of hurting the religious or other feeling of any person of
creating conflict between different social groups, or other unlawful material and are not unlawful in any way. The
Author further warrants that there are no claims, conflicts, impediments, liens, actions or proceedings etc.,
pending and there are no threatened proceedings effecting the copyright in the said Works in any manner.

3.2 The Composer indemnifies and shall keep each the Producer and its successors, legal heirs, licensees,
assigns, agents, representatives, and affiliates indemnified, from and against any and all claims, demands, causes
of action, proceedings, obligations, liability, loss, damage, costs, and expenses, (including reasonable attorneys'
fees, and VAT/service charges) incurred or sustained directly or indirectly by Producer or its Assignees by reason of
or arising out of any breach or alleged breach, non-performance or noncompliance of any of the covenants,
warranties, representations, obligations or undertakings of the Composer contained or implied in this Agreement.

3.3 The Composer hereby unequivocally undertakes that the Works through assigned herein are free from
any encumbrances with respect to the Indian Performing Rights Society (“IPRS”) or any other applicable copyright
society and the Producer shall be exclusively entitled to exploit the said Works in any manner whatsoever. The
Composer further undertakes that the assignment contained herein is not, in any manner whatsoever, in
contravention of Section 19 (8) of the Copyright Act, 1957. Composer confirms that in case any consents,
withdrawal letters or other documents are required in this regard the Composer shall immediately execute the
same and provide a copy to the Producer.

4. CONSIDERATION:
4.1 The Producer or its permitted assignees shall be entitled to collect only their share of Publishing Royalties,
if any, from end users and the Composer’s share of Publishing Royalties, if any, shall be provided to the Composer
either directly by such end users or through the applicable copyright society. The Parties agree that the Producer
and/or its permitted assignees shall have the sole and exclusive right to exploit the Works in any manner as it
deems fit, issue licenses in respect thereof and collect the entire Master Royalties and its share of the Publishing
Royalties as an owner of the Works as per applicable law without any objection / fetter / claim of and to the
exclusion of the Composer. Any share of Publishing Royalties to be received by the Composer in respect of the
Works shall be on a pro rata basis along with other author/composer of works included in the Film and such share
shall be collected by the Composer directly as per applicable law from any registered societies formed for the
collection of royalties for musical works and not from the Producer. The Composer shall provide all authorizations/
NOC’s to the Producer if furtherance of the above understanding if needed by the Producer.

4.2 In consideration of the Works to be created and rights assigned under this Agreement, the Producer shall
pay the Composer a total sum of Rs _______________ (Rupees __________________________________ Only)
including applicable service tax (the “Production Costs/Consideration”).

4.3 Nothing contained herein shall be deemed to be a waiver of the right of the Composer to receive
Publishing Royalties to be shared on equal basis with the Producer being the Owner of the Works for utilization of
the Musical Work composed by the Composer herein in any form save and except any royalties/consideration
receivable from the communication to the public of the Works along with the Film in a Cinema Hall in terms of
Section 18 (3) of the Copyright Act. Subject to the foregoing, the Parties agree that except for the Publishing
Royalties payable to the Composer as per above understanding, all other amounts, including any Master Royalties
whatsoever shall be solely collected and received by the Producer and/or its permitted assignees only and the

2
Composer shall not be entitled to any such further amounts/royalties. Music Composer further acknowledges that
there are numerous other authors of copyrighted works which shall be included in the Film, including but not
limited to author/composer of other literary or musical works, dramatic works, artistic works and also statutory
owners of performer’s rights. The Music Composer acknowledges that no royalty shall be payable in respect of
revenues generated from the theatrical exhibition of the Film in a Cinema Hall. It is clarified that the Producer
and/or its permitted assignees shall not be liable to share any Publishing Royalties received from copyright
societies with the Composer, and the Composer shall be entitled to collect only their share of Publishing Royalties
directly from the applicable Performing Rights Societies such as IPRS, PRS (UK), ASCAP (USA), BMI (USA), SOCAM
(Canada), SAMRO (South Africa) etc. The Producer or their permitted assignees/ licensees shall endeavour to
register the works with such societies with the Music Composer's PRS registration no.

4.4 It is further clarified that the Consideration including Publishing Royalty shall be payable to Composer only
in respect of the rights under Section 14(a) of the Copyright Act which are capable of assignment by Composer,
and not in respect of any other rights vesting in Producer including but not limited to the rights referred to in
Section 14(d) and Section 14(e) of the Copyright Act.

5. PROPER LAW, JURISDICTION ETC. - This Agreement shall be construed according to the laws of India and
all disputes arising out of or related to this Agreement or related to the Works shall be decided by the Courts in
Bangalore which shall have exclusive jurisdiction. If any term, condition, or provision of this Agreement is held by a
competent court of law to be a violation of any applicable law, statute, or regulation the same shall be deemed to
be deleted from this Agreement though the rest of the Agreement shall continue to operate as valid and binding.
Save and except as expressly provided this Agreement no exercise, or failure to exercise, or delay in exercising any
right, power or remedy vested in any party under or pursuant to this Agreement shall constitute a waiver by that
party of that or any other right, power, or remedy. This Agreement constitutes the entire Agreement between the
parties in relation to its subject matter and supersedes all prior agreements and understandings whether oral or
written with respect to such subject matter.

IN WITNESS WHEREOF the parties hereto have set their hand and seal on the day, month and year first above
mentioned.

Mr…………………….. For …………………………………………….

Composer Proprietor/Partner/Authorized Signatory

Witness :

1. __________________________ 2. ____________________________
Name: Name:

Address: Address:

3
 ANNEXURE A

FILM :
BANNER :
MUSIC DIRECTOR:
LYRICIST :

[Link] SONG TITLE SINGER

1
2
3
4
5
6

Mr. For
Composer Proprietor/Partner/Authorized Signatory