DIRECTOR’S AGREEMENT

This DIRECTOR’S AGREEMENT (hereinafter referred to as this “Agreement”) is made this the ____ day of
_______, 2025 (the “Effective Date”);

BY AND BETWEEN

BRASS FILMS PRIVATE LIMITED [a company incorporated under the provisions of the Companies Act, 1956,
and having its registered office at 8-2-416/B/16, STONE VALLEY APARTMENTS, ROAD NO 4, BANJARA
HILLS, Hyderabad, Hyderabad, Telangana, 500034 and holding GST Number: 36AALCB1875A1ZU (hereinafter
referred to as the “Producer”, which expression, unless repugnant to the context or meaning thereof, shall
be deemed and include its successors and assigns) of the FIRST PART;

AND

Nanda Kumar an Indian citizen, aged about 36 years, having his residence at Manivasagam, 3/363B,
Anpalagan 3rd cross street, Palavakkam, Tamil Naidu (hereinafter referred to as the “Director” which
expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include
his/her legal heirs, representatives, successors and administrators) of the SECOND PART.

The Producer and the Director shall hereinafter individually be referred to as a “Party” and collectively as the
“Parties”.
WHEREAS:

1. The Producer is inter alia, engaged in the business of development, production and distribution of
cinematograph films (the “Business”).
2. The Producer is in the process of producing a cinematograph film in Telugu language tentatively titled
“Production No. 2” (the “Film”) and wishes to engage the Director, based on his good reputation and
standing in the Telugu film industry, for the purpose of directing the Film.
3. The Director is desirous of providing the Services (as defined hereunder) in connection with the Film for
valuable consideration at the instance of the Producer and therefore, the Producer has, relying upon the
representations and warranties of the Director as described in this Agreement, agreed to engage the
Director for providing the Services in respect of the Firm on terms and conditions contained herein.
4. Based on the mutual covenants and promises of the Parties contained herein, and for good and valuable
consideration, the adequacy of which is acknowledged by the Parties, the Parties, intending to be legally
bound, have agreed to the terms and conditions contained herein.

ACCORDINGLY, IT IS AGREED AS FOLLOWS:

DEFINITIONS; INTERPRETATION: The words below are agreed to mean as follows:

Definitions:

1. “Act” shall mean the Indian Copyright Act, 1957 and any amendments, extensions or modifications thereto
and/or any equivalent and analogous statute anywhere in the Whole World.
2. “Distribution Rights” shall mean all commercial and non-commercial rights in and emanating from the Film
in all modes, media and format, communication and diffusion wire and wireless and all platform, which will
be exploited by the Producer exclusively as it deems fit or their assignees, licensees as the case may be.
3. “Film” means the full-length cinematograph film tentatively titled “Production No 2” in Telugu language,
based on the Script, which shall consist of artists to be decided by the director and approved by the
Producing Party.
4. “Completion of the Film” means completion in all respects with the release print of the Film of first class
commercial quality and first class technical quality fully cut, edited and assembled main and end title with
original soundtrack in Telugu language including all music and dialogue track in perfect synchronization to
 enable the Producer without further process and expenditure to commercially exploit the Film by theatrical
exhibition, broadcasting television, video formats, and on all media (whether currently existing or invented in
future) and exploitation of all assigned copyrights and all other rights together with censor certificate issued
by the Board of Films Certification constituted under the Cinematograph Act 1952 and The Cinematograph
(Certification) Rules 1983 thereunder after removing or cutting specified portion or portions of the Film
objected to by the Board of Films Certification together with ratings of the Film assigned by the Board such
that the Film is certified for by the Central Board of Film Certification.
5. “Copyright Work” has the meaning given to it by the Copyright Act 1957 and any amendments thereto
and/or any equivalent and analogous statute anywhere in the world.
6. “Director’s Fee” shall have the meaning ascribed to the term in Clause 3 of this Agreement.
7. “Intellectual Property Rights” shall mean all rights in the Film including but not restricted to all Copyrights
under the Copyright Act, 1957 and analogous laws in all classes of work with the Underlying Works and
Derivatives thereof, title of the Film and all character rights in the Film including prequels and sequels of the
Film with the right, power and authority to dub and sub-title the Film in all languages and Distribution Rights,
patents, trademarks, service marks, trade names, registered designs, copyrights, rights of privacy and
publicity with respect to the Film.
8. “Principal Shooting/Principal Photography” means the date on which the shooting of the Film
commences, which shall be presented by the executive producer based on readiness of the film and the
expected timelines provided by the Producer.
9. “Production Period” shall mean the date on which Director commences his/her Services, as defined in
Clause 1(a)(xii), until completion of the Film;
10. “Production Schedule” means such schedule for the development, pre-production, principal photography
and post-production of the Film until completion and delivery thereof, as may be mutually agreed between
the Parties.
11. “Promotional Films” shall have the meaning ascribed to the term in Clause 6 of this Agreement.
12. “Publicity Period” shall mean exclusive dates given by the director to the producer post the delivery of the
first copy for the purpose of publicity and advertising both on online and offline mediums.
13. “Release Date” shall have the meaning ascribed to the term in Clause 8(b) of this Agreement.
14. “Script” means the script on which the Film’s shooting shall be based, written by Nanda Kumar, and rights
to which vest entirely with the Producer.
15. “Services” means the exclusive services of the Director as the director of the Film during the Production
Period and including but not restricted to the following together with the literary, dramatic, musical and
artistic works, story, subject, etc. thereof:
16. Supervising the writing of the Script, storyboard, screenplay, dialogue writing, one line, schedule break up.
17. Assisting in research, approval of the Film and sound concepts and approval of production of the Film.
18. Directing the Film including pre-production, shooting, post-production, Promotional Films, participation in the
promotion till the first cut/copy and completion of the Film and assisting the Producer in preparing the
promotion plan and participation in all promotions of the Film before and after its release in co-operation with
the Producer.
19. Planning and approval of editing and sound, working with the music director with the Producer’s prior written
consent, selection and approval of music, final mix, contact to laboratory and approval of the first print of the
Film in co-operation with the Producer.
20. Participation in promoting the Film, including approval of the promotional concept, approval of final title,
stills, poster and trailer.
21. Availability for previews for the press, interviews, etc.
22. Completion of the Film in all respects within allocated months /days by the producer from the date of
commencement of Principal Shooting of the Film on a first, absolute and priority basis.
23. “Start Date” shall have the meaning ascribed to the term in Clause 4 of this Agreement.
24. “Term” shall mean perpetuity i.e., a period of 60 years from the beginning of the calendar year next
following the year in which the Film is released, in accordance with Section 26 of the Copyright Act, 1957 as
amended from time to time.
25. “Territory” shall mean worldwide.
a. Interpretation; Number and Gender:
b. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and
neuter form.
c. The words ‘include,’ ‘includes’ and ‘including’ shall be deemed to be followed by the phrase ‘without
limitation.’
d. The headings and subheadings in this Agreement are included for convenience and identification only and
are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any
provision hereof in any manner whatsoever.
e. Unless the context otherwise requires, (i) all references to Clauses and Annexures are to Clauses in, and
Annexures to, this Agreement; and (ii) the terms ‘herein,’ ‘hereof,’ ‘hereto,’ ‘hereunder’ and words of similar
import refer to this Agreement as a whole.
f. The recitals contained herein form an integral part of this Agreement.
g. Where any act, matter or thing is required by this Agreement to be performed or carried out on a certain day
and that day is not a Business Day then that act, matter or thing shall be carried out or performed on the
next following Business Day.
h. Reference to any legislation or law or to any provision thereof shall include references to any such law as it
may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference
to statutory provision shall include any subordinate legislation made from time to time under that provision.
i. Reference to any agreement shall include all amendments, modifications and supplements thereto.
j. Reference in the singular shall include references in the plural and vice versa.
k. Reference to ‘Rs.’ and ‘INR’ are to the lawful currency of India.
l. Any term or expression capitalised in this Agreement but not defined herein shall have the same meaning as
set out in the Act.
m. ENGAGEMENT: The Producer engages the Director and the Director agrees and undertakes that in
consideration of the Director’s Fee, as defined in Clause 3, the Director shall render and provide his/her
exclusive Services as Director in respect of the Film for the Production Period on terms and conditions
contained in this Agreement. It is hereby clarified that the Director shall not, during the Production Period of
the Film, be entitled to direct any other feature film in any language. In Addition to the services agreed for
the film titled Production No 2
n. , the director also agrees to provide his exclusive services to the producer for a second film, title and
timelines of which, will be mutually decided by both the parties. The producer will have exclusive discretion
in order to undertake this commitment based on need and willingness to go forward with the second film in
Telugu language.
o. FEE: Subject to the full, complete and timely performance by the Director of all the Services and further
subject to the Director not being in material default hereunder, the Producer shall pay to the Director, an all
inclusive remuneration of Rupees 10,00,000(Rs. Tens Lakhs Only/-) (“Director’s Fee”), including goods and
services tax (GST), subject to tax deduction at source under the provisions of the Income Tax Act, 1961.
The Director is not and shall not at any time hereafter become entitled to receive all or part of the revenues
or profits generated from the exploitation of the Film in any manner or medium of format whatsoever. The
Director specifically waives his/her right to receive any royalty in respect of any/all of the Services.
p. TERM: The term of engagement hereunder shall begin on the first date of pre production as decided by the
producer and communicated in a written format(the “Start Date”) and continue until the completion of
rendering of all of the Services by the Director to the satisfaction of the Producer.
q. COPYRIGHT; ASSIGNMENT: In consideration of the payment of the Director’s Fee to the Director under
this Agreement, the Director grants the following rights to the Producer:
r. The Director hereby assigns to the Producer, absolutely the entire copyrights (including without limitation
rental and lending rights and cable re-transmission rights) throughout the universe for the full period of
copyright and all renewals, revivals, reversions and extensions thereof (and thereafter, in so far as he is
able, in perpetuity) and, to the extent relevant, by way of present assignment of future copyright and all other
rights whatsoever, in all products of his Services hereunder, including, without limitation, all performances
and literary, dramatic, artistic and musical material contributed by him/her to the Film (the said
performances, copyright and products are herein referred to as the “Products”);
a. The Director hereby irrevocably grants to the Producer throughout the Territory: all consents necessary to
enable the Producer to make the fullest use of the Products and the right to, and to authorise others to issue
publicity concerning the Director’s Services in connection with the Film, and to the Director’s name, voice,
biography and likeness and the Products in connection with the exploitation of the Film and/or the
advertising, publicising and/or promotion of the Film to the general public, the financiers and/or the
distributors.
i. The Director recognises that the Producer has the unrestricted right to edit, copy, alter, add to, take from,
adapt and/or translate the Products and the Film and, with regard to the Products and the Film, hereby
irrevocably waives the benefits of any provision of the Act and law known as “moral rights” or any similar
laws of any jurisdiction. The Producer shall not be obliged to incorporate the Products in the Film.
a. The Director hereby confirms that the Producer shall without any exclusions or reservations exclusively and
irrevocably own the titles (both tentative and final) of the Film; all intellectual property rights under any laws
(including but not limited to copyrights in all classes of Work under the Act) and to do all or any acts in
respect thereof and authorize others so to do; all underlying works and derivatives thereof, including but not
restricted to remake, prequel & sequel rights of the Film, all rights to all characters of the Film; dubbing and
sub-titling of the Film in any and all languages; distribution rights; all performers’ rights and all or any rights
of any nature in the Film including the right of reassignment and sub-licensing thereof wholly or in part, and
the right to exploit and deal with the same and to exclusively appropriate all revenues accruing therefrom
without any entitlement to the Director of any part thereof.
a. The Director shall do all such acts and execute all such documents as the Producer may reasonably require
towards vesting in or confirmation to the Producer or the Producer’s successors-in-title and licensees the
copyright and all other rights assigned or granted or purported to be assigned or granted by the Director to
the Producer hereunder.
a. The negatives, media rights, all rights, title, interest and property in the Film including all copyrights thereof,
and all other articles and paraphernalia of the Film at all material times shall remain the sole and absolute
property of the Producer.
a. The Director hereby agrees that notwithstanding the provisions of Section 19(4) of the Copyright Act, 1957,
any and all assignment under this Agreement in so far as it relates to copyrightable material shall not lapse
nor shall the rights transferred therein revert to the Director, even if the Producer does not exercise the
rights under the assignment within a period of one year from the date of assignment. The Director
acknowledges and agrees that the Director shall waive any right to and shall not raise any objection or
claims to the Copyright Board with respect to the assignment, pursuant to Section 19A of the Copyright Act,
1957.
a. The Producer shall have the right to use the Director’s name, sobriquet, autograph, likeness, photograph,
portrait, caricature, silhouette, voice and all other Products in connection with the Film or any part of it or as
a part of the publicity material and/or in connection with any merchandising and/or publishing or music
publishing in connection with the Film, as the Producer may deem fit.
a. All rights of copyright, privacy, publicity and all other rights in and to the Film and all ancillary aspects such
as all photographs (including publicity/production stills), sound recordings and video recordings made by the
Producer in connection with the Film featuring the Director and all other Products belong to the Producer
absolutely, and the Producer shall have the absolute right to exploit any and all of the foregoing in any and
all media, platform, mode, formats including digital, whether now known or hereafter invented (“New
Exploitation Methods”) and, by any and all manner or means throughout the Territory in perpetuity.
a. The Producer shall have the right to make and/or authorize others to make any other film(s) on the making
of the Film in any language and acknowledges that such film(s) may include footage of so called behind the
scenes activities featuring persons, including the Director, and may incorporate extracts/clips from the Film
including surplus or rejected material or so called out takes or bloopers. The Director irrevocably consents to
the use by the Producer of any material featuring the Director in such other film(s) and/or any other audio
visual productions and confirm that the Producer shall have the right to exploit any and all of the foregoing in
any and all media by any and all manner and all media, platform, formats, by any and all manner or means
throughout the Territory in perpetuity.
a. The aforesaid assignment in respect of the Services of the Director includes all manners of exploitation of
the Services now known, and the Director hereby expressly grants permission to the Producer for
exploitation by the Producer, its successors, assignees and licensees, of the Services and the Products in
 New Exploitation Methods. The Director undertakes and agrees that the consideration paid under this
Agreement is the full and final payment for all exploitation including New Exploitation Methods.
a. The Director agrees that all instructions to the laboratories for delivery of prints/digital materials/key delivery
messages (KDMs) of the Film for the entire Territory shall be given by the Producer alone.

1. PROMOTIONAL FILMS: The Producer shall have the exclusive right to make one or more promotional films
of fifteen (15) minutes or less (the “Promotional Films”). The Director agrees to render as part of the
Services, all the required actions as a director for the Promotional films during the term of this Agreement as
the Producer may request and Director further agrees to the use by the Producer, of film clips and behind-
the-scenes shots in which Director appears in such Promotional Films.

1. NAME AND LIKENESS: During the term of this Agreement, the Producer shall have the exclusive right to
interview, photograph and make motion pictures and sound recordings of the Director's physical likeness
and voice and to issue publicity including the Director’s name, likeness and voice and/or any approved
biographical material (which the Director will supply immediately upon request, failing which the Producer
shall be entitled to use the Director’s biography available with the Producer) in connection with the
advertising, publicity, promotion and/or exploitation of the Film and in connection with (without limitation)
“behind the scenes” and “making of” programmes, recordings, publications or films and tapes and in any
CD-Rom or Electronic Press Kit (EPK) in respect of the Film in any format and in any and all media
throughout the world and in perpetuity.

1. DISTRIBUTION:
a. The Producer shall have the entire control of the Film and the manner and terms upon which the
Film is produced, distributed, marketed, exploited, exhibited and otherwise used or disposed of in
any and all media, and all countries in the Territory, and the Director shall not have any control in
connection with any of the above said aspects. The rights of the Producer under this Clause shall
include the right to distribute the Film or any part thereof by itself or with any other material or
sequences pursuant to any distribution method or policy or plan which the Producer may in its sole
discretion from time to time deem expedient.
a. Prior to the date of first release of the Film for public viewing in the Territory (the “Release Date”),
any screening of the Film, either in part or in full shall be only as determined by Producer. Producer
shall be entitled to apply to and enter the Film for film festivals anywhere in the Territory.
a. All revenues accruing from the exploitation of the Film in any manner anywhere in the Territory
shall be received, collected and appropriated by the Producer, in perpetuity. The Director shall not
exert any claims on the same or any portion thereof.

1. OBLIGATIONS OF BOTH THE PARTIES: The Parties hereby represent and warrant to each other as
follows:
2. Good Title: They have the full power and absolute authority to enter into this Agreement;
3. No Disability: They are not under any disability, restriction, or prohibition, whether legal, contractual, or
otherwise, which shall prevent them from performing or adhering to any of their obligations under this
Agreement, and have not entered into and shall not enter into any agreement that may violate this
Agreement;
4. Litigation: No litigation, arbitration, or administrative proceedings are, to the knowledge of the respective
Party, threatened or pending, which call into question the validity or performance of such Party’s obligations
under this Agreement;
5. Consents/Permissions: All authorizations, approvals, consents, licenses, exemptions, filings, and other
matters, official or otherwise, required or advisable in connection with the entry into, performance, validity,
and enforceability of this Agreement and the transactions contemplated hereby have been or shall be
obtained or effected by the relevant Party in a timely manner;
6. Compliance with Applicable Laws: Each Party shall strictly comply with all applicable laws, requirements
with respect to its obligations under this Agreement.
1. OBLIGATIONS/RIGHTS OF THE DIRECTOR : The Director agrees, acknowledges, confirms, warrants and
undertakes to the Producer as follows:
2. The Principal Photography of the Film shall commence as on the date and the deadline assigned by the
producer and shall by completed within a stipulated period of 30 days of shoot and 5 days of buffer.
3. The Director shall provide the Services to the Producer as the Director of the Film for the Production Period
and in accordance with the Production Schedule and to assist in all related matters as may be required for
the completion of the Film. The Director shall provide his/her Services to the best of his/her technical, artistic
skill, ability and in a professional and workmanlike manner in willing co-operation with others. The Director
shall diligently and expeditiously ensure the completion of the Film and shall not alter, amend or deviate
from the Production Schedule or the final script/s provided by/to the Producer without the prior written
consent of the Producer.
4. The Director represents to the Producer that all the Products under this Agreement shall be original, and
shall not infringe the copyright or any other rights of any third party. Further, the Products shall not contain
any obscene, defamatory, derogatory or offensive material, in respect of which the Producer’s decision shall
be final.
5. The Director shall observe the time set out in the call sheets and the Director shall do everything in his/her
capacity to ensure performances from all artists engaged for the Film is of first class quality suitable for
national/ international exploitation and shall not do any act, or omit to do, or otherwise do anything which
would bring the Producer into disrepute.
6. The Director shall not during the Production Period and/or at any time before or after sell, transfer,
mortgage, or create any lien, charge or encumbrance on the Film or any material relating thereto and shall
not enter into any agreement in respect of the Distribution Rights, for any area whatsoever to or in favour of
any party, and shall at the end of the Production Period of the Film deliver to the Producer all material
whatsoever prepared by him or in his possession in connection with the Film free from all lien, charge or
encumbrances. The Director acknowledges and confirms that the Film and the materials thereof are the
exclusive property of the Producer together with all copyrights thereunder and except for the Director’s Fee
herein, the Director has no right, title or interest thereto.
7. The Director agrees that the Producer shall be entitled to use the Director’s name, biography, photograph
and image in any commercial exploitation of the Film.
8. The Director shall not at any time issue any statement to the media in respect of the Film without the prior
consent of the Producer until after the Release Date of the Film.
9. The artistic and editorial control of the Film shall be at the sole discretion and decision of the Producer.
However, the Producer shall in good faith consider the requests and proposals of the Director in respect of
the production of the Film.
10. The Director acknowledges that he is not entitled to order any goods or services in the course of
performance of the Services, or to pledge or commit the credit of the Producer nor make any payment or
agree to pay any person whosoever in respect thereof without the prior consent of the Producer.
11. In the event of the Film is dubbed in any other Indian languages or the dubbing rights are sold to other third
parties for any Indian /foreign languages without any geographical limitations, the Director shall not be
eligible for any additional remuneration or consideration towards the sale of said dubbing rights.
12. The Producer and the Director shall at all times, be entitled to determine the final cut of the Film, on mutual
agreement. In the event of disagreement between the Director and the Producer, the Director acknowledges
that the veto of the creative decision rests with the Producer.
13. The Director shall be available to the Producer, upon reasonable notice provided by the Producer for the
publicity and promotion of the Film (interview, publicity photographs or filming, conferences, teasers,
promotional appearances, premieres etc.) during the Publicity Period. The Director shall assist the Producer
in marketing the Film and preparing the publicity material.
14. The Producer shall have the right to use, alter adapt, change, revise, delete from, add to and/or rearrange
the whole or any part of the Film and/or the Products and to combine the same with the whole or any part of
any other work to any extent that the Producer may desire, and in such event the Director shall not have any
claim for compensation for loss of opportunity to enhance the professional reputation of the Director or for
any other reason whatever, whether in the form of damages or otherwise, and the decision of the Producer
in respect of all matters relating to the Film shall be final and binding on the Director.
15. The Director shall render Services in connection with the promotion and marketing and publicity of the Film
without any additional consideration to the Producer during the Publicity Period, whenever the Producer may
so require.
16. The Director shall do any and all acts and execute any and all documents in such manner and at such
locations as may be required by the Producer in its sole discretion in order to perfect, protect or enforce any
of the rights granted or confirmed to the Producer pursuant to this Agreement.
17. In the event that this Agreement should for any reason be terminated, repudiated or suspended, the Director
will render all the Services in the manner set out in this Agreement up to the date of termination of this
Agreement.
18. In the event the exploitation of the Distribution Rights is prohibited in any manner on account of the content
due to moral, political or religious reasons, the Director shall, in consultation with the Producer, edit/
remove/cut the contentious portion and return the re-edited version of the Film to the Producer, at no
additional cost to the Producer.
19. There are no claims, unpaid dues, actions, proceedings or any matter pending against the Director
anywhere in the Territory as on date hereof, neither are there any threatened proceedings in any court of
law or before any quasi-judicial bodies not limited to any film trade association, film distributors association
or any Government authorities in India and /or outside India (hereinafter referred to as “ Claims”) that may in
any manner restrict or impair or create any impediments that might or would conflict with the registration,
provision of the Services and/or release of the Film in any manner whatsoever. Further, should any such
Claims arise hereafter, the Director undertakes to settle all such Claims in any part of the Territory as soon
as possible and in any case, at least two (2) weeks prior to the release date of the Film, at the Director’s
cost. The Director further undertakes and warrants that the release of the Film shall not be adversely
affected due to such unsettled Claims.

1. OBLIGATIONS/RIGHTS OF THE PRODUCER:

2. The Producer agrees to engage the Services of the Director for the Film for the duration of the Production
Period and pay the remuneration as stated herein and subject to the prompt fulfillment by the Director of his
obligations under this Agreement.
3. The Producer shall be responsible for all sums due in respect of the production and completion as per the
agreed budget of the Film and the Director shall not be liable for any such payments.
4. The Producer shall exclusively and irrevocably own all copyrights and all other rights of any nature in the
Film and the Products including reassignment thereof whether in existence now or created in the future in
the Territory for the full period of copyright and any extensions or renewals thereof, and the right to exploit
and distribute all the copyrights in the Film throughout the Territory.
5. The Producer shall be entitled to make the Film in co-production with one or several other production
companies, affiliated companies or external companies/investors, and to assign the rights acquired under
this Agreement wholly or partly to third parties.
6. The Producer shall have a right to appoint representatives to be present at all times and have access to the
sets, locations, or studios related to the Film and the Producer shall be entitled to track and monitor the
production of the Film to ensure Completion of the Film as per the Production Schedule and within the
budget.

1. DIRECTOR’S TELEPHONE: The Director shall keep the Producer’s production team and the assistant
director of the Film advised as to where the he/she may be reached by telephone at any time during the
 term of this Agreement without unreasonable delay. The current telephone number of the Director is listed in
the ‘Notices’ Clause of this Agreement.

1. ADDITIONAL WORK: If the Producer requires the Services of the Director on extra dates and places as
agreed upon mutually between Producer and the Director in addition to those mentioned above, the Director
shall ensure his/her presence and active constructive participation at the locations, dates and times
specified by Producer on a priority basis. No additional fees will be payable to the Director for the additional
period. Further, pursuant to the Film being completed and/or censored, any additional services, as mutually
agreed to by the Parties with the Director and/or if required, on recommendation of the Central Board of Film
Certification, as required on the part of the Director for the betterment of the Film shall be done by Director
at no additional cost. The director also hereby agrees to sign with the production house a total of 3 films
including the current film being signed for at an agreed increment of 30% on the agreed remuneration of the
current film being signed on.

1. PROMOTION OF FILM: The Director hereby agrees to be available to the Producer on dates as mutually
agreed during the Publicity Period for promotion and publicity of the Film, including but not limited to, radio
appearances, television appearances, photo sessions, interviews, appearances at premieres as required by
the Producer;

1. CREDITS: Subject to the fulfillment of the Services and obligations of the Director in accordance with this
Agreement, the Director shall be given due credit in the Film, subject however, that the decisions relating to
the finalization of the credit titles and the title scroll shall at all times be the sole prerogative of Producer. It is
clarified that in the event of termination of this Agreement for breach by the Director, the Producer shall not
be required to give any credits to the Director. The Producer agrees to certain conditions of credit, including
but not limited to, the following:
a. The position of the Director's credit shall be decided by the Producer;
b. The Director shall get a single card in the on-screen credits;
c. The Director shall get credit on all advertising material.

1. CONFIDENTIALITY:
a. The Director hereby undertakes not to disclose, reveal or make public any information whatsoever
concerning the Film and the Director’s obligations hereunder, including but not limited to the budget
and any financial information relating to the Film, the business of the Producer, the
consideration/Director’s Fee payable to the Director under this Agreement, the script, storyline,
details of engagement of other personnel, star cast, artistic content, music, characterization and
treatment of the Film (collectively, the “Confidential Information”), except with the prior written
consent of the Producer. The Director shall keep strictly secret and confidential, the Confidential
Information, save and except for promotion of the Film as previously approved in writing by the
Producer.
a. The obligations relating to Confidential Information as per Clause 17(a) shall not extend to
information that:
i. was lawfully in the possession of the Director prior to the commencement of the negotiations leading to this
Agreement as documented by the Director’s written records dated prior such commencement;
ii. was lawfully obtained by the Director from an independent third party who/which does not owe a duty of
confidentiality to the Producer in respect of such information, prior to disclosure to the Director;
iii. is already in the public domain or becomes so at a future date (otherwise than as a result of a breach of this
Clause); or
iv. the Director is required to disclose by law, judicial or governmental order, but which disclosure must be
notified to the Producer as soon as is reasonably practicable.

1. FORCE MAJEURE
a. Neither Party shall be liable for any failure/delay in performance of any obligation under this Agreement to
the extent such failure/delay is due to a Force Majeure Event. The Party having any such cause shall
promptly notify the other Party in writing of the nature of such cause and the expected delay.
a. For the purpose of this Agreement, a “Force Majeure Event” includes fire, natural calamities, epidemic,
strike, lockout, labour controversy, riot, civil disturbance, war, civil commotion, acts of God, debilitation
caused by the ill health/sickness of the Director, or for any other reasons which are beyond the reasonable
control of the affected Party.
a. If, by reason of a Force Majeure Event, the production/completion of the Film is hampered or interrupted, the
Producer may suspend the shooting of the Film and the rendition of Services by the Director hereunder for
such time as the Force Majeure Event shall continue, and no further compensation shall become payable to
the Director hereunder during the period of suspension.
a. If the Force Majeure Event continues for a period exceeding three (3) months, the Party other than the
affected Party may terminate this Agreement upon written notice to the Party affected by the Force Majeure
Event with payment to the Director until the date of commencement of the Force Majeure Event. In the event
the Producer recommences the shooting of the Film at a later date, it shall provide to the Director the right of
first refusal to perform the Services in relation to the Film on the same terms as the existing terms under this
Agreement, in applicable proportions.

1. DIRECTOR INCAPACITY: If the Director is incapacitated from performing or complying with any terms or
conditions of this Agreement (hereinafter referred to as “Director’s Incapacity”) for a continuous period
exceeding three (3) weeks by reason of (i) the Director suffering any physical impairment or illness
materially detracting from the Director’s ability to perform the Services; or (ii) mental or physical disability,
then the Director agrees to co-operate with the Producer and provide such alternate dates as mutually
agreed on a priority basis to complete the Film at the earliest. In such a case, the Producer may, at its
option, after expiry of the three (3) weeks set out in this Clause, terminate this Agreement upon written
notice to the Director with pro rata payment up to date of commencement of such incapacitation.

1. DIRECTOR’S DEFAULT: If the Director fails or refuses to perform or comply with the agreed terms of this
Agreement, for any reason other than Director’s Incapacity and/or a Force Majeure Event (“Director’s
Default”), then the Producer shall have the right to terminate this Agreement by means of a five (5) days’
prior written notice which specifies the nature of the Director’s Default. In the event the Director does not
cure the Director’s Default within the notice period, the Producer may terminate this Agreement immediately
thereafter by means of a written notice.

1. PRODUCER’S DEFAULT: If the Producer fails or refuses to comply with the agreed terms of this
Agreement, for any reason other than a Force Majeure Event (“Producer’s Default”), then the Director may
have the right to terminate this Agreement by means of a ten (10) days’ prior written notice which specifies
the nature of the Producer’s Default. In the event the Producer does not cure the Producer’s Default within
the notice period, the Director may terminate this Agreement immediately thereafter by means of an
immediate written notice.
1. EQUITABLE RELIEF: The Director acknowledges that the production of the Film is unique, the loss of
which cannot be reasonably or adequately compensated by damages in an action at law and the Director
accordingly agrees that Producer shall be entitled to seek the specific performance by the Director of his
Services and obligations under the Agreement, injunctive relief and/or any other equitable relief to prevent or
curtail any actual or threatened breach by the Director of the provisions of this Agreement, without prejudice
to any other remedies that may be available to the Producer in law or equity.

1. EFFECT OF TERMINATION:
a. In the event this Agreement is terminated by the Producer due to the Director’s Default, the Director shall be
entitled to only 15% portion of the Director’s Fees up until the date of termination of this Agreement, payable
within a mutually agreed time period.
a. In the event the Agreement is terminated by the Director due to the Producer’s Default, the Director shall be
entitled to the Director’s Fees as received until the date of termination or pro rata to Services rendered till
date of termination, whichever is lower.
a. It is agreed between the Parties in the event the Film is not commenced within Thirty (30) days from the
Effective Date or is abandoned, the Director shall be obligated to refund Fifty percent (50%) of any monies
as received by the Director till date from the Producer.

1. CONDUCT: The Director shall, at all the time during the engagement of his/her Services pursuant to this
Agreement, not do any act which might bring the Producer or the Director or the Film into disrepute and/or
offend any community or public morals and/or prejudice the Producer or the exploitation of the Film, and the
Director shall at all times throughout the engagement hereunder respect public conventions and morals.

1. WAIVER OF RIGHTS: The Director expressly waives any rights, which can be exercised by virtue of his
present or future membership with any association, guild or other similar body, against the Producer. As
such the Director agrees that the Director’s Fee contemplated in this Agreement is adequate/sufficient for
the performance of the Services by the Director, and the Producer will not be required to pay any
compensation in any form other than what is contemplated in this Agreement.

1. ASSIGNMENT OF AGREEMENT: The Director shall neither transfer nor assign this Agreement nor any of
its rights and/or obligations hereunder, whether in whole or in part, by delegation, subcontracting, operation
of law, or otherwise, without the prior written consent of the Producer. Any such transfer or assignment
without the Producer’s prior written consent shall be null and void.

1. ARBITRATION: In the event of any dispute between the Parties hereto during the subsistence of this
Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged breach of
any provision of this Agreement, the Parties hereto shall endeavour to settle such dispute amicably upon
notification of the dispute by either Party to the other. If no such amicable settlement is reached within 30
days of such notification, the same shall be referred to arbitration by the Telugu Film Chamber of Commerce
for the time being in force (the “Film Chamber”) as per its rules, and the Film Chamber’s decision shall be
final and binding on both the Parties.
1. GOVERNING LAW AND JURISDICTION: This Agreement has been executed and delivered in and shall be
interpreted, construed and enforced pursuant to and in accordance with the laws of India. Subject to Clause
27 of this Agreement, the courts in Hyderabad, Telangana, India, shall have exclusive jurisdiction to hear
and settle any dispute and other matters arising from and out of the provisions of this Agreement.

1. NOTICES: Any communication required to be given under this Agreement shall be effective when delivered
personally to the Party specified below; or when received either: (i) via certified or registered mail, return
receipt requested, postage prepaid; or (ii) via express mail or reputable courier service, by such Party. Any
notice or other communication required to be given, shall be in writing and duly addressed to the Parties at:

(a) In the case of the Producer:

Name:
___________________________________________
Designation:
______________________________________,
______________________________________________
___,

Phone: +91. ________________

Email:
___________________________________________
(b) In the case of the Director:
Name:
___________________________________________
Address:
___________________________________________,
_______________________________________________
____,

Phone: +91______________
Email:
_____________________________________________

The Director shall be obligated to inform the Producer of any change in the Director’s contact address and/or
phone number at any time.

1. CAPACITY TO CONTRACT: Each Party hereby warrants and represents that it is not under any obligation
or disability, created by law or otherwise, which would in any manner or to any extent prevent or restrict it
from entering into and fully performing this Agreement. Each Party warrants and represents that they have
not entered into any agreement or commitment that would prevent them from fulfilling their commitments
hereunder.
1. INDEMNITY: Each Party shall, at its own expense, indemnify, save and hold harmless, the other Party and
its successors, licensees, assigns, agents, representatives and affiliates from and against any and all
claims, demands, causes of action, obligations, liability, loss, damage, cost and expenses (including
reasonable attorneys' fees), incurred or sustained by reason of or arising out of any breach or alleged
breach of any of the warranties, representations, obligations or agreements herein made by such defaulting
Party, or from any reliance upon any such warranties, representations, obligations or agreements.
1. SEVERABLITY: If any provision of the Agreement is held to be illegal, invalid, or unenforceable under any
present or future law, and if the rights or obligations of the Parties under the Agreement shall not be
materially and adversely affected thereby, (a) such provision shall be fully severable; (b) the Agreement
shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a
part hereof; (c) the remaining provisions of the Agreement shall remain in full force and effect and shall not
be affected by the illegal, invalid, or unenforceable provision or by its severance here from; and (d) in lieu of
such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of the
Agreement a legal, valid, and enforceable provision as similar in terms and effect to such illegal, invalid, or
unenforceable provision as may be possible. However, if there is no automatic addition as aforesaid the
Parties hereto shall mutually agree to provide a legal valid and enforceable provision as similar in terms and
effect to such illegal, invalid or unenforceable provision as may be possible.
1. COUNTERPARTS: This Agreement may be executed in counterparts. Each Party shall retain an original
version.
1. SURVIVAL: Rights and obligations under this Agreement which by their nature should survive, will remain in
effect after termination or expiration of this Agreement for any reason whatsoever.
1. INDEPENDENT PARTIES: The status of the Parties under this Agreement is that of independent parties,
and, except to the extent expressly stated in this Agreement, nothing contained herein creates an
employment relationship, partnership, joint venture or other association between the Parties or causes either
Party to be responsible in any way for the debts or obligations of the other Party, other than as expressly set
forth in this Agreement. Furthermore, neither Party has the authority to bind, represent or otherwise
participate with the other, without the other Party’s express written consent.
1. FINAL AGREEMENT: This instrument embodies the entire agreement between the Parties in respect of the
subject matter hereof, and there are no promises, duties, terms, conditions or obligations between the
Parties other than those contained or expressly referenced in this Agreement.

IN WITNESS WHEREOF THE PARTIES HAVE HEREUNTO SIGNED THIS AGREEMENT, THE DAY AND
THE YEAR FIRST HEREIN-ABOVE WRITTEN.
SIGNED AND DELIVERED SIGNED AND DELIVERED

BY THE PRODUCER BY THE DIRECTOR

_______________________ ________________________
NAME: NAME:

ADDRESS:

WITNESS 1:
WITNESS 2: