V3_Ch38from the Government suspending and/or withdrawing the certificate so
issued and directing submission of the film for re-examination, the perform-
ers thereto will be debarred from exhibiting or making a public show of the
film till the decision or order in writing is received from the Government and
in case it is so directed the film shall be altered by excision, addition,
colouring or otherwise and the fact of such excision, addition, colouring or
alteration has been duly reported to the board and amendments of the
certificates granted after notification under Section 6 of the Cinematograph
Certification Act and the Rules framed thereunder.
If in exercise of the power conferred by section 6 of the Cinematograph
Act, the Central Government by notification directs that even after certifi-
cation this film shall be deemed to uncertified film in the whole of India, the
Producer and the Publisher and any other person or persons to whom the
right in the film has passed shall stop the exhibition of the film forthwith and
surrender the certificate and all copies of the duplicate certificate granted
in respect of the film to the appropriate authority immediately.
In compliance of provision of section 6(A) of the Cinematograph Act read
with rule 30 framed thereunder the duplicate copies of the certificates shall
be delivered to the distributor or Exhibitor of the film in support of the fact
that the film has duly been certified for public exhibition:
Provided that in case of Video film, a copy of the certificate showing the
serial number, category and other details should be pasted on every video
cassette as well as on its case.
The duplicate copy of the certificate of the film referred to above and
produced to the Distributor or Exhibitor shall be prominently exhibited in
the cinema/theatre on all days on which the film is exhibited therein.
If the film shall be declared by the Government as uncertified film and
the same cannot be put up for public exhibitions the parties hereto will not
be entitled to claim any damage for breach or non-performance of this
contract and shall not be entitled to any remedies under the law as may
be accruing hereunder.
FORMS
1
Agreement between a Film Producer, a Music Publisher and
a Composer to compose Music and act as Music-Director of
a Feature Film and for the Publisher to own the Music
AN AGREEMENT made the…………….. day of………………. BETWEEN [film
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 537538 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
production company] having its registered office at [address] (hereinafter
called ?THE PRODUCER) of the FIRST PART [composer] of [address, etc.]
(hereinafter called the COMPOSER) of the SECOND PART and [music
publisher] of [address, etc.] (hereinafter called the PUBLISHER) of the THIRD
PART.
WHEREAS:
(1) The Producer is engaged in the production at studios of a black
and white of [colour] feature film entitled……….. (hereinafter called
the Film)
(2) The Producer has offered the composer to compose and arrange
music and act as Musical Director for the film and has nominated
the Publisher to publish the music of the film all upon and subject
to the terms and conditions hereinafter contained.
NOW IT IS HEREBY AGREED as follows:
1. The Producer hereby engages the composer and the composer in
consideration of the fee hereinafter provided accepts the engagement.
(1) to compose select and orchestrate such theme and all background
music (hereinafter collectively called the music) as the Producer
may require for inclusion in the film;
(2) to act as Music Director of the film:
(3) to such extent as the Producer shall agree and subject to the
necessary rights being obtainable at a cost acceptable to the
Producer musical works and lyrics or other literary works not
written by the Composer (whether or not the subject of copyright)
may be included in the music but the rights granted by and the
warranties of the Composer hereinafter contained shall not be
deemed to extend to original musical or literary works or lyrics so
included as distinct from any orchestrations or arrangements
thereof by the Composer, PROVIDED the Producer shall not be
hereby exclusively entitled to the Composer?s services but the
Composer undertakes so to arrange his commitments to third
parties that he will be able to devote adequate time and attention
to the performance of his services hereunder.
2. The Composer undertakes warrants and agrees?
(1) to carry out in connection with the film all the services normally
rendered by a Music Director of a first class feature film including
(but without prejudice to the generality of the foregoing)?
(a) giving advice on the engagement of musicians and artists to
play and perform the music for the purpose of the production
of the film;(b) the supervision and direction of the recording sessions of the
music and the rehearsal and conducting of the orchestra and
all performers connected therewith;
(c) attendance at such meetings and conferences as the Pro-
ducer may require;
(2) to consult and collaborate with the Producer Director and Music
Director of the film in all matters concerning the selection of the type of music
and style of orchestration and arrangement thereof to the intent that the final
score of the music as delivered hereunder shall be in accordance with the
specific requirements and recommendations of the above-mentioned
representatives of the Producer;
(3) the Composer hereby warrants that all music presented by him to
the Producer hereunder as music original in him shall in fact be original and
shall not constitute any infringement of the copyright or any other rights of
any third party and the Composer undertakes to indemnify and hold the
Producer, its assigns and licensees harmless from any loss, costs, fees,
royalties, damages or other expenses that may be incurred by any of them
by reason of any breach of his said warranty or by reason of any
insufficiency of title in and to all of the music;
(4) that he is a member of [has applied for membership] of the Performing
Rights Society (hereinafter called the PRS); in accordance with sec. 33 of
the Copyright Act, 1957;
(5) that all consents required in respect of any performances or
recordings by the Composer in connection with the film which may be
required under any law for the time being in force have duly been obtained;
(6) not at any time hereafter to publish or authorise publication of the
music or any part thereof in any place so as to prevent limit or determine
the subsistence of copyright therein in any part of India;
(7) not to make any statement to the press or give any interview relating
to the film or his services hereunder or to the Producer?s business except
with the written consent of and in collaboration with Producer;
(8) not to pledge the credit of the Producer or incur any liability on its
behalf without the written consent of the Producer first being obtained.
3. As full and final consideration for the Composer?s services and the
rights in the music which are hereinafter granted the Producer shall pay
to the Composer the inclusive fee of Rs………… payable as to Rs………… on
the signature hereof and as to the balance on completion of the composer?s
services and the publisher shall make the payments to the Composer
hereinafter provided.
4. The Composer hereby confirms and declares that at the request of
the Producer the Composer hereby grants and agrees to grant to the
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 539540 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
Publisher the whole and entire copyright in the music and in the score of
the film and the ownership of the original manuscript thereof throughout the
world for the full period of copyright and all renewals and extensions thereof
provided by the law of any country.
5. It is mutually agreed that?
(1) ?performing right? shall mean and include for the purpose of this
agreement the rights to?
(a) perform the music in public;
(b) broadcast the music;
(c) cause the music to be transmitted to subscribers to a diffusion
service; and
(d) authorise other persons to do any of the above acts in relation
to the music;
(2) unless and until the performing right in the music becomes or after
it ceases to be vested in the Performance Right Society hereinafter called
?PRS? or any similar body then it shall belong to the Publisher who shall
then exercise it as hereinafter provided.
6. (1) The Composer agrees that all fees derived from the public
performance of the music or any part thereof shall be divided and shared
by the Composer and the Publisher in equal proportion and the Composer
and the Publisher shall execute or cause execution of all such documents
as may be necessary to procure such payments.
(2) The Composer and the Publisher confirm and agrees that the
Producer shall be entitled without further payment to the necessary licence
mechanically to record and reproduce the music for the purpose and as
part of the synchronised sound track of the film and any sequel re-make
or re-issue thereto or thereof through the world and for the full period of
copyright aforesaid.
7. (1) The Publisher shall pay the Composer and account to him for?
(a) a royalty of ten per cent of the retail selling price of all copies sold
and paid for of the music or any part thereof published in sheet form
and if published in albums or medley publications containing other
copyright music then the proportions of that royalty represented
by the music in the album or medley publication;
(b) fifty per cent of the balance remaining of all sums received by the
Publisher from the making records or other reproduction of the
music or any part thereof (including reproductions in synchronisation
with cinematograph films other than the film) after the deduction
of the cost of collection which shall not exceed ten per cent of the
total of the sums received by the Publisher.(2) If the publisher authorises the addition of lyrics to the music or any
part thereof then in respect of such whole or part of the music to which lyrics
are added the sums to which the Composer is entitled pursuant to sub-
clause (1) of this clause shall be reduced by one-half when the lyrics are
reformed to allow for the payment of the lyric writers? share of the fees and
royalties.
8. In the event that the Composer for any reason (other than any default
of the Producer) fails to deliver the full music score for the recording thereof
within such time as in all the circumstances shall be reasonable from the
receipt of written notice given to him by the Producer of that requirement
at any time after the Producer has notified the Composer of the final music
timings of the film the producer may (without prejudice to the exercise of
any other remedies available to it at law) by notice in writing to the Composer
terminate this agreement in which event the liability of the Composer and
the Producer hereunder shall cease and the Composer shall repay to the
Producer or demand all monies received by him hereunder upto the date
of such termination.
9. The Producer shall not be bound to make any use of the Composer?s
services hereunder or of the products thereof but if the Producer substan-
tially incorporates the music in the film then the Producer undertakes to
accord to the Composer on the negative of the film and on all positive copies
thereof made or issued the particular as required under Section 52A of the
Copyright Act, 1957 giving credit for the products of his services hereunder.
10. Nothing herein shall?
(1) prevent the Producer from employing the services of any other
person to compose music for the film in addition to or (subject to
the provisions of clause 9 hereof) in substitution for the Composer
or from granting such other person such screen or other credit as
it any deem appropriate;
(2) give the Composer any right against the Producer in connection
with his engagement hereunder other than the right to receive
screen credit in accordance with clause 9 hereof and to be paid
the remuneration herein specified.
11. (1) The Producer may assign the benefit of this agreement in whole
or in part to any person firm or company and in that event the Composer
shall at the request and cost of the Producer execute and do such things
as may be necessary to make such assignment effective.
(2) The Composer shall at the Producer?s cost and request duly execute,
acknowledge and deliver to the Producer or its assigns such documents
as may be requested by him for the purpose of confirming the Producer?s
title to the rights hereby agreed to be granted.
IN WITNESS WHEREOF , etc.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 541542 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
2
Agreement between Film Producer and Cine Worker
THIS AGREEMENT is made in this................... day of.......20.... BETWEEN
MESSERS........................... ( a partnership firm registered under the Part-
nership Act, 1932/a Company incorporated and registered under the
Companies Act, 1956, a proprietorship concern having its registered office
at............ (hereinafter referred to as ?the PRODUCER?) of the FIRST PART AND
SHRI/SMT/KUM.............. son/daughter/wife of Shri............................ residing
at............. (hereinafter referred to as the ?Cine Worker?) of the SECOND PART
(The terms ?Producer? and ?Cine Worker? shall include their respective heirs,
successors, administrators legal representatives and assigns).
WHEREAS the Producer is engaged in the Production of Cinematograph
film, tentatively titled as.................. in................ language in 35 mm/16 mm/
70 mm/gauge/Cinemascope, in colour/black and white:
AND WHEREAS the said Producer is desirous to engage the Cine Worker
in the capacity of......................... to word in the aforesaid film and the Cine
Worker accepts the said engagement.
NOW, THEREFORE, THIS AGREEMENT WITNESSES as follows:
1. That both the parties agree that the duration of this agreement shall
be from the date hereof till the completion of the film and this period shall
not exceed consecutive.................... months.
2. That the Cine-Worker agrees to attend studio, location or work-place
as the case may be subject to the requirement of his previous engagement
and on his confirmation, to his respective job punctually as and when he
shall be required by a written intimation by the Producer or the person duly
authorized by him in writing to do so.
3. That in consideration of the Cine-Worker?s services, as aforesaid, the
Producer agrees to pay and the Cine Worker agrees to receive a sum of
Rs.......... (Rupees...............................) of which Rs........... (Ru-
pees...................) payable as advance on signing of this agreement and the
balance of Rs......... payable in................. equal instalments.
4. That in the event of the film being not complete within the stipulated
period and the Producer still requiring the services of the Cine Worker to
complete the film, the Producer agrees to pay and the Cine Worker agrees
to receive additional remuneration on pro-rata basis payable in the same
manner as stated in Clauses 3 above, till the completion of the film.
5. That in case the assignment of the Cine-Worker is completed earlier
than the period stipulated in Clauses 1 and 4 above the Producer shall settle
the account of the Cine Worker and pay the remaining balance of the agreedamount as aforesaid in full before the commencement of the re-recording
work/censor of the film whichever is earlier.
6. It is agreed by the Producer that for the purposes of this agreement,?
(a) a working day shall mean a period not exceeding eight consecutive
hours (to include one hour?s break for rest and refreshments);
(b) a working week shall mean a six-day week from Monday to
Saturday, both inclusive, and the Cine Worker is not liable to work
on Sundays and Public Holidays;
(c) the Cine Worker shall not be required to work for more than five
consecutive hours without a break; and
(d) a period of not less than twelve hours shall elapse between the
Cine Worker?s release from the studio/location/work-place and the
next succeeding call.
7. That the Cine Worker shall, if so required,?
(a) attend the studios, location or work-place as the case may be
earlier than the scheduled time of the shift, for preparatory work,
and in that case, he/she shall be paid by the Producer extra wages
at the rate of Rs........... per hour or part thereof for such early
attendance.
(b) continue to work beyond the working day, with one hour break and
in that case he/she shall be paid by the Producer extra wages at
the rate of Rs............ for the work during the extended hours and
refreshments, and transport facilities.
8. That the Producer shall provide transport and food or pay travelling
allowances to and from to report to duty and food allowance while on duty
as are customary or fixed by bilateral arrangements between the Producer?s
and Cine Worker?s representative organizations.
9. That the Producer shall also pay for all traveling and accommodation
expenses, fares, cost of food and such other allowances as are customary
when the Cine Worker is required to work on such location outdoors.
10. That the Producer shall get the Cine Worker insured for any injury
or damage to his/her person including death caused by accident arising
out of or in the course of his/her employment and/or during the period of
his/her assignment under this agreement.
11. That where the Producer is prevented from proceeding with the
production of the film by reason of fire, riot, natural calamity, order of the
public authority or any other reason beyond his control:
(a) he shall be entitled to suspend the operation of this agreement
during the period of suspension of production in case the produc-
tion is suspended. The Producer shall serve notice in writing of
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 543544 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
such suspension of the Cine Worker and shall pay all his/her dues
up to the date of service of such notice. Upon resumption of work
on the film, this agreement shall revive and shall remain valid for
the period stipulated in Clause 1 excluding the period of suspen-
sion therefrom ; or
(b) he shall be entitled to terminate this agreement as from the
cessation of production, in case the production, ceases com-
pletely. The Producer shall serve a notice in writing if such
cessation on the Cine Worker and make payment of all the amount
due to the Cine-Worker at the time of termination.
12. That in case if the Producer desires to terminate this agreement
before the expiry of its term for reasons other than misconduct in relation
to performance of the Cine-Worker?s duties or of his/her unwilligness to
perform the services required under this agreement the Producer shall be
entitled to do so only upon payment of the balance of the stipulated amount
of this agreement. Only after such payment to the Cine-Worker, the
producer shall be entitled to employ another Cine Worker in his/her place.
13. That the Producer shall have the right to terminate this agreement
on ground of misconduct on the part of the Cine-Worker in relation to
performance of his/her duties or his/her unwilligness to perform the
services required under the agreement, upon payment to the Cine-Worker
of the amount due at the time of termination, calculated taking into
consideration the Cine-Worker?s total work in the film and the work he/she
has completed till the date of termination of this agreement. Termination
under this clause shall not be made unless the charges of the Producer
against the Cine-worker are proved before a forum comprising equal
number of representatives of the Producer?s Organisation and the Cine-
Worker?s Organisation to which the producer and the Cine-Worker
respectively may belong. The decision of the forum shall be binding on both
the parties. The Producer can engage another cine-worker for the job
towards this agreement only after the forum has given a decision in favour
of such termination and the cine-worker has been paid all his/her dues.
14. That in case of premature termination of this agreement, it shall be
the option of the Producer whether or not to retain the work of the Cine
Worker in the film and at the same time, it shall be option of the Cine-Worker
whether or not to allow his/her name to go on the credit titles of the film.
15. That the Producer shall have the right to decide the manner of
representing the Cine-Worker?s personality on the screen, his/her clothes,
make-up and hair-style and the Cine Worker shall fully and willingly comply
with the direction of the Producer in this regard, provided that the
requirements of the Producer in this respect have been notified to the Cine-
Worker and accepted by him/her.16. That the Cine-Worker agrees that he/she shall render his/her
services to the best of his/her ability in such manner as the Producer or,
at his instance, the Director of the film may direct and shall comply with all
reasonable instructions that he may give for the production of the film.
17. That the Cine-worker shall comply with all regulations of the studio,
location or work place place as the case may be.
18. That the Producer shall not without the consent in writing of the Cine-
Worker assign or transfer the benefit of this agreement to any other person.
19. That the provisions of the Employees? Provident Funds and Miscel-
laneous Provisions Act, 1932 shall be applicable to this agreement.
20. That the Producer shall not utilise the work of the Cine-Worker in
any film, other than the film under this agreement, without prior permission
of the Cine-Worker.
IN WITNESS WHEREOF , etc.
1. See section 3 of the Cine Workers and Cinema Theatre Workers (Registration of
Employment) Act, 1981 and rule 3 of the Rules framed thereunder.
3
Joint Venture Agreement between copyright owner or Au-
thor and Manager for Production of a Stage Play.
THIS AGREEMENT made the............ day of........... BETWEEN author or
copyright owner of address, etc. (hereinafter called ?the OWNER?) of the ONE
PART AND manager of address, etc (hereinafter called ?the MANAGER?) the
lessee of the .......Theatre of the OTHER PART.
WHEREAS the parties have agreed to participate in the joint venture of
producing and performing at...........Theatre (hereinafter called ?the The-
atre?) a stage play called name of play (hereinafter called ?the Play?) of which
Owner is the Author upon and subject to the terms and conditions
hereinafter set out.
WHEREBY IT IS AGREED as follows:
1. The Owner and the Manager respectively declare that they are vested
with and fully entitled without reference to any third party to organise
commercial performance of the stage play and the theatre entitled?............. ?
at............. or any other Theater Stage as may be mutually agreed upon from
time to time.
2. The parties shall contribute towards the expense of advertising,
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 545
G : CDD (Vol. 3) ? 35546 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
bringing out and performing the play such sum as may be required not
exceeding Rs................. of which the Owner shall contribute Rs.............
and the Manager the remainder. As and when monies may be required the
parties shall make payments in the same proportions as their aforesaid
maximum contributions into a current account to be opened at the.................
Bank and operated upon jointly by both parties.
3. The Manager shall permit the use for the rehearsals, production and
performance of the play of all scenery and properties now in the theatre
without any charge and the use of the Theatre at the rate of Rs....for each
performance of the play which the parties agree shall be charged to the
joint venture.
4. The Owner shall permit and license the play for the rehearsals,
production and performance at the Theatre in consideration of a royalty
of............... per cent of the gross receipts of each performance which the
parties agree shall be charged to the joint venture. On the termination of
the series of performances hereunder all copyrights and acting rights in
relation to the play shall revert to the owner.
5. The Manager shall cause the play to be first produced on the..............
day of............... at the theatre and shall continue the performances thereof
there from that date at the rate of................... performances per week
including a Saturday or public holiday for consecutive................... weeks
and for such further time as the parties may agree but if the receipts for
any one week at any time subsequent to the first................. weeks shall fall
below Rs.................. either party may be one week?s notice in writing to the
other terminate the venture and the run of the play shall thereupon be
stopped. Any tickets for the theatre purchased buy or on behalf of either
of the parties other than for bona fide theatre-goers shall not be taken into
account in calculating whether or not the figure of Rs............ has been
exceeded so that notice may be given under the foregoing provision but
for all other purposes they shall be accounted for as part of receipts from
the play.
6. The net profits of the joint venture shall consist of the balance of the
gross receipts derived from performances of the play at the theater
[including receipts from the sale of programmes] after the deduction of all
proper expenses of production including the charge and royalty provided
for in clauses 2 and 4 hereof. The net profits and any losses of the joint
venture shall be shared in equal proportions. The Manager shall prepare
weekly statements throughout the run of the play and deliver a copy to the
owner together with a cheque for any monies due. The owner shall forthwith
on receipt of any statement showing any sum to be due from the owner pay
the amount thereof into the above-mentioned bank account and the
Manager shall likewise pay in the amount due from the Manager in respect
of the same week. The charge and royalty provided for in clauses 3 and4 hereof shall be added to or set off against any sums due to or from the
owner and the Manager respectively by virtue of the forgoing provisions.
7. The Manager shall be the business Manager for the purpose of the
joint venture and the play shall be produced under the direction of the owner
[or such producer as the parties may jointly approve and appoint] and all
advertisements of the performance of the play shall contain statements to
that effect.
8. The play shall be advertised to such extent and in such manner as
the parties hereto shall from time to time determine.
9. Nothing herein shall limit the right of the owner to publish a book of
works of the play and all expenses and profits borne or arising from such
publication whether or not sold in the theatre shall be solely for the account
of the owner.
10. Nothing herein shall give the Manager any claim to a lien over the
copyright or any other right in the play [In the event of either party receiving
any offer or any invitation to make any offer relating to the production of the
play at the theatre for the purpose of a run in another theatre or the
production of a film [or the production for any sort of programme or series
of programmes for radio or television based on the play] then it shall be
communicated forthwith to the other party and shall be dealt with thereafter
on behalf and for the benefit of the joint venture.
IN WITNESS WHEREOF , etc.
[Signature of both parties]
4
Memorandum of Agreement between an Investor in a Stage
Play production and a Producer
THIS AGREEMENT is made this…………… day of……………..20…. BETWEEN
A.B. etc. (hereinafter called ?the INVESTOR?) of the ONE PART AND C.D.
etc. (hereinafter called ?the PRODUCER?) of the OTHER PART.
WHEREAS the Investor is desirous to invest his fund in the production
of any good stage play which has commercial prospect and the Producer
has approached the Investor with a proposal to undertake such production
and in order to do the same has requested the Investor to provide him the
necessary fund and the Investor has agreed to provide the same under the
terms and conditions hereinafter provided.
NOW THIS DEED WITNESSETH as follows:?
1. The Investor agrees to subscribe the sum of Rs………… to a total intital
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 547548 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
fund amounting to Rs.............. (hereinafter called the ?the Fund?) created
by the Producer for the purpose of rehearsing, producing and running a
stage play entitled............................ (hereinafter called ?the play?) within
territory of.............. upon and subject to the following terms and conditions.
2. The Producer declares that he has vested with the necessary rights
and licence to produce the play in the territory under an agreement dated
the............. day of............................. BETWEEN....................... Company
AND...............
3. This agreement shall be subject to the limitations and restrictions
imposed by the licence.
4. The fund shall be paid into and kept in a separate bank account, which
will be called the ?Play Account?, in the name of the Producer and expended
only in connection with planning, rehearsing, producing and running the
play in the territory. All receipts from the run of the play in the territory and
all royalties or other monies derived from any exploitations of the play shall
be paid into the Play Account including (but not limited) any sums received
at the end of the run of the play from the sale of any assets of the production.
5. The total cost of acquiring the licence, rehearsing, producing and
running the play including bank charges and interest and the management
fee provided in paragraph 8 hereof shall be paid for out of the Play account
and a reserve of Rs.......... shall be set aside and retained until the end of
the run of the play.
6. Any credit balance of the Play Account, after all payments in
accordance with paragraph 5 hereof have been made or adequately
provided for, shall be paid out to the Investor and the other subscribers pari
passu and in the same proportion as our respective subscriptions bear to
the fund until all subscriptions to the fund have been wholly repaid. Any
credit balance in the ?Play Account? remaining after making all payments
and necessary provisions shall constitute the net profits of the play which
shall be shared and divided between the Investor and the Producer in equal
proportion.
7. [Name and address of firm of Chartered Accountants] shall be
appointed to keep and maintain the accounts relating to the Play and the
Producer undertakes to instruct that firm to make available to the Investor
on reasonable notice sufficient extracts from the accounts to enable the
Investor to reconcile the Play Account and the payments to the Investor from
time to time hereunder. The fees of the Chartered Accountants shall form
part of the running expenses of the Play referred to in paragraph 5.
8. It is acknowledged and agreed that the Producer shall be in full control
of all matters relating to the production, run and tours of the play for which
the Investor is to receive for his services as Manager a fee of Rs……….. per
cent of all gross receipts relating to the play plus or on account of whicha sum of Rs……….. per week shall be paid during the period commencing
two weeks prior to the commencement of rehearsals of the play and
continuing for so long as the play is being performed during the preliminary
tour, and any subsequent provincial tour.
9. It is mutually agreed that the Producer does not guarantee to put the
play into rehearsal or to produce it or continue the production of it, but, if
the play is not put into the rehearsal within six months of the date hereof,
the balance of the fund remaining after the deduction of all expenses
incurred in the preparation and planning of the play, including any monies
payable for the licence but excluding any monies attributable to continuing
rights vested in the Producer, shall be paid to the Investor.
10. The Producer may assign the benefit of this agreement to any
associated or subsidiary company of the Producer who may produce the
play but the Producer shall not thereby be relieved of his obligations to the
Investor by the terms thereof.
11. This agreement shall not constitute a partnership between the
Parties hereto and represents the entire understanding between the
Producer and Investor concerning the play and their respective invest-
ments therein and shall remain binding on both the parties unless and until
superseded or amended by any agreement in writing executed by both the
parties.
IN WITNESS WHEREOF, etc.
[Signature of both the parties]
5
Agreement guaranteeing completion of a film by Producer
and delivery thereof to the distributor, finance being
provided by Investor
THIS AGREEMENT made this………………. day of………………….. BETWEEN
[Investor] of [address etc.] (hereinafter called (the LENDER) of the FIRST
PART [Distributor or other party interested in final delivery of the film] of
address, etc. (hereinafter called ? the DISTRIBUTOR?) of the SECOND PART
AND [Guarantor] of [address etc.] (hereinafter called the ?GUARANTOR?) of
the THIRD PART.
WHEREAS:
(1) [Producer] of [address etc.] (hereinafter called the PRODUCER) and
the DISTRIBUTOR have entered into an agreement dated the……….. day
of…… (hereinafter called the Distribution Agreement) whereby the Producer
has undertaken to produce and deliver (particulars of film, with actors and
director, etc.) (hereinafter called the Film).
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 549550 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(2) The budget for the film and the terms and conditions of the Distribution
Agreement provide for a fee of Rs............ for the Guarantor to provide a
completion Guarantee.
NOW IT IS HEREBY AGREED as follows:
1. In consideration of the payment of the above recited fee (receipt of
which is hereby acknowledged) the Guarantor........................
(1) guarantees and undertakes to procure the completion of the film by
the Producer and the delivery thereof to the Distributors in accordance with
the Distribution Agreement and any amendments, variations or modifica-
tions thereto as may be required by the appropriate Authority under the law
for the time being in force and approved by the Distributor and the Guarantor
of any Distribution Agreement or Agreements which shall be substituted
therefor;
(2) undertakes to procure or provide for the Producer any additional
sums as may be necessary in excess of the cost in the budget for the films
to defray the cost of completing and delivering the film as aforesaid;
(3) undertakes that if the Producer fails to complete and deliver the films
as aforesaid the Guarantor will complete and deliver the film in accordance
with this agreement and procure or provide such further moneys as may
be required for that purpose.
2. It is of the essence of this agreement that if and when the Guarantor
is required to effect completion and delivery of the film under any of the
provisions of clause 1 hereof it shall be entitled to do so by itself or by the
employment of such sub-contractors or agents as the Guarantor may think
fit.
3. The Guarantor shall incur no liability hereunder or at all?
(1) unless and until the full budget cost of production of the film has
been made available by the Lender to the Producer or Guarantor
as and when required towards meeting the cost of production of
the film.
(2) if the film is not passed and approved by the Central Board of Film
Certificate, India;
(3) if the Distributor terminates or substantially varies the Distribution
Agreement with respect to delivery of the film without the Guarantor?s
previous written consent;
(4) in respect of the production or delivery of the film other than in
accordance with all the terms and conditions of the Distribution
Agreement.4. The obligation of the Guarantor hereunder to provide further monies
to complete and deliver the film shall not extend to any costs incurred or
to be incurred?
(1) in meeting the requirements of any censorship body or exhibitor
other than the Central Board of Film Certification, India or obtaining
any certificate of approval of any other authority;
(2) after delivery of the film in making amendments, alterations or cuts
to the film to meet any exhibition requirements;
(3) in any cutting, re-cutting, editing, re-editing, re-recording, re-
scoring, dubbing, making and re-assembling of the film or any
parts thereof for the making of foreign language versions thereof
including (but not limited) dubbed versions, cut-in-versions, super-
imposed versions and synchronised versions undertaken by or for
the Distributor.
5. This Guarantee shall not be limited or determined by the liquidation
or bankruptcy of the Producer. The obligations of the Guarantor hereunder
shall accordingly be maintained and fulfilled for the benefit of any receiver
or manager of the Producer?s assets appointed by the Lender including (but
not limited to) the provisions of additional monies by the Guarantor which
shall be paid when required and due hereunder to any Receiver or Manager
of the Producer.
6. Any notice under this agreement shall be in writing and may be served
on the party upon whom it is to be served by sending by registered post
or recorded delivery to that party?s registered office or if that party is not
a company to his last known address.
IN WITNESS WHEREOF , etc.
[Signature of both the parties]
6
Agreement of exhibition of film newsreel
LICENCE AGREEMENT ? NEWS:
THIS AGREEMENT is made this…………….. day of……… 20….. BETWEEN
…… Film Corporation, a Corporation (hereinafter referred to as ?the
DISTRIBUTOR?) party of the FIRST PART, and the Exhibitor (hereinafter named
and referred to as ?the EXHIBITOR?) party of the SECOND PART.
WHEREBY IT IS WITNESSETH and the parties hereto agree as follows:
1. Licence.?The Distributor grants the Exhibitor and the Exhibitor
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 551552 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
accepts a limited licence under the respective copyrights of the motion
pictures designated and described in the schedule made a part thereof
[such motion pictures being hereinafter referred to as ?Licensed Pictures?,
and such schedule being hereinafter referred to as the ?Schedule?] and
under the copyright of any matter included in any sound recorded therewith
to exhibit publicly said licensed pictures and to reproduce for public
performances such recorded sound in synchronism therewith, at the
theatre or theatres hereinafter designated for the number of consecutive
days specified in the schedule and for no other use or purpose:
PROVIDED that if copyrighted musical compositions are included in such
recorded sound, the Exhibitor will have at the date of dates of the exhibition
of each licensed picture a licence from the copyright owner thereof or from
the licensee of such copyright owner to perform publicly the copyright
musical compositions. If more than one theatre is hereinafter designated
the said licensed pictures are licensed for exhibition at only one of such
theatres unless otherwise in the schedule specifically provided in writing.
2. Term and warranty :
(a) Warranty.?The term of this agreement shall begin with the date fixed
or determined for the exhibition at the said theatre of the first……………. News
deliverable hereunder and shall continue for a period of one year thereafter
unless otherwise in the schedule provided. The Distributor agrees during
said term to deliver to the Exhibitor and the Exhibitor agrees to exhibit at
the said theatre during said term the issue or issues of……………. News more
particularly set forth in the schedule herein. The Distributor warrants that
each positive print will be in good physical condition for projection and
exhibition and will clearly reproduce the recorded sound in synchronism
therewith if properly used upon standard reproducing equipment. If the
recorded sound is not recorded upon a print, all references herein to a print
shall be deemed to include the records, discs and any other device upon
which sound may be recorded for reproduction with the exhibition of a print.
(b) Damages?failure to Deliver.?If the Distributor shall fail or refuse
to deliver any of said licensed pictures, as herein provided the distributor
shall pay a sum equal to the damage so caused. If such damage cannot
be definitely computed the distributor shall pay as liquidated damages a
sum equal to the fixed sum herein specified as the rental of such licensed
picture. In no event shall the distributor be liable to damages in excess of
the sum which would represent liquidated damages as hereinabove set
forth. Any claim by the Exhibitor with respect to the condition of a print shall
be deemed to have been waived by the exhibitor unless notice of such claim
shall have been given by the Exhibitor to the Distributor at its exchange from
which the Exhibitor is served, by telephone or telegraph or in person,immediately after the first public exhibition thereof Exhibitor and written
confirmation thereof mailed by the exhibitor upon the same day to the
distributor at its said exchange. ?
3. Exhibition and payment.?The Exhibitor shall exhibit each of said
licensed pictures at the theatres for the number of days provided in the
schedule upon the date or dates determined. The Exhibitor shall pay for
such licence as to each such licence picture:
(a) With respect to which a fixed sum is herein provided as rental, such
fixed sum at least……….. days in advance of the date of delivery
of a print thereof at the distributor?s office or of the date of shipment
to the exhibitor from another Exhibitor.
(b) All payments hereunder shall be made to the distributor at the city
in which is located the office from which the Exhibitor is served.
4. Damages?failure to exhibit.?If the exhibitor fails or refuses to
exhibit any of said licensed pictures as herein provided, the Exhibitor shall
pay to the Distributor as liquidated damages:
(a) As to any such licensed picture the rental for which is a fixed
amount specified in the schedule, a sum equal to such fixed
amount.
(b) IIn the event of failure or refusal of Exhibitor to exhibit or pay for
any one or more of the licensed pictures, distributor may, at its
options, declare such failure or refusal a breach of the entire
contract and recover from Exhibitor as damages therefor, the
amount payable as license fees in respect of all licensed picture
not exhibited and paid for computed pursuant to the provisions of
this paragraph 4.
5. Delivery and return.?(a) The Distributor shall make deliveries of
prints of the licensed pictures by delivery at its exchange to the exhibitor
or to the Exhibitor?s authorized agent, or to a common carrier designated
by the Exhibitor, or to the Indian postal authorities as agent for the Exhibitor.
Exhibitor shall pay all costs of transportation of such print reel and
containers from the Distributor?s office or the last previous Exhibitor having
possession of the same. If delivery is made to a common carrier or to the
postal authorities, it shall be made in time for the print to reach the theatre
for inspection and a projection thereof before the usual time for opening
said theatre.
(b) The Exhibitor shall return immediately after the last exhibition
licensed hereunder, each print received hereunder, with its reels and
containers, to the office of the Distributor from which the Exhibitor is served,
or as directed by the Distributor, in the same condition as when received,
reasonable wear and tear due to proper use excepted. The Exhibitor shall
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 553554 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
pay all costs of transportation in returning said positive print, but if directed
by the Distributor to send such positive print elsewhere than to the
distributors office, it may send the same on freight-to-pay basis. The delivery
of a positive print properly directed and packed in the container furnished
by the distributor therefor to a carrier designated or used by the Distributor,
if a proper receipt is obtained by the Exhibitor, shall constitute the return
of such positive print by the Exhibitor.
(c) If Exhibitor fails to or delays the return of any positive print to the
Distributor or fails to forward or delays forwarding [as directed by the
Distributor any such print to any other Exhibitor, if shall pay the Distributor
a sum equal to the damage, if any so caused to the Distributor and, in
addition, the damage, if any, so caused to such other Exhibitor].
6. Loss and damage to prints.?The Exhibitor shall pay to the
Distributor a sum equal to the cost of replacement at the Distributor?s office
of each linear foot of any print, lost, stolen, destroyed or injured in any way
in the interval between the delivery to and return thereof by the Exhibitor.
Such payment, however, shall not transfer title to or any interest in any such
positive print to the Exhibitor or any other party, nor release the Exhibitor
from any liability arising of any breach of this agreement. The Distributor
shall repay or credit to the Exhibitor any sums paid by the Exhibitor for any
lost or stolen print, upon the return of such lost or stolen print to the
Distributor within………. days after the date when the same should have
been returned hereunder. The Exhibitor shall not be liable for the damage
or destruction of any print, if the Exhibitor establishes that such damage
or destruction occurred while the print was in transit from the exhibitor and
delivery thereof was made as hereinabove provided. The Exhibitor shall
immediately notify the Distributor?s office by telegram of the loss, theft or
destruction of or damage or injury to any print. If any print shall be received
from the exhibitor by the Distributor or any subsequent Exhibitor in a
damaged or partially destroyed condition it shall be deemed to have been
so damaged or destroyed by the Exhibitor unless the latter, immediately
after the first public exhibition thereof, shall have telegraphed the Distributor?s
office that such print was received by the Exhibitor in a damaged or partially
destroyed condition, setting forth fully the nature of such damage and the
amount of footage so damaged or destroyed.
7. Acceptance by distributor.?Until accepted in writing by an officer
of or a person authorized by the Distributor and notice of acceptance sent
to the Exhibitor, this agreement shall be deemed only an application for a
license under copyright and may be withdrawn by the Exhibitor any time
before such acceptance; Unless such notice of acceptance is sent to the
Exhibitor by mail or telegraph within…………days after the date hereof, said
application shall be deemed to have been withdrawn by the Exhibitor. The
acceptance by the Distributor of any cheque or other consideration givenby the Exhibitor at the time of application as payment for any purpose or
the delivery of a print of any of the licensed pictures shall not be deemed
an acceptance hereof by the Distributor.
8. Changes in writing.?This agreement is complete and promises,
representations, understandings and agreements in reference thereto have
been expressed herein. No change or modification hereof shall be binding
upon the Distributor, unless in writing signed by an officer of the Distributor.
9. Assignment on sale of theatre.?This license shall not be assigned
by either party without the written consent of the other.
10. Taxes.?Exhibitor shall pay to distributor any and all taxes or a sum
equal thereto imposed by any statute or ordinance, now in effect or hereafter
enacted, levied or based upon the license. delivery, exhibition, possession
or use by Exhibitor of the prints of the licensed pictures or upon the grant
of this license or the exercise thereof or based upon or measured by the
license fees or any part thereof, however determined, paid or payable by
Exhibitor to distributor under this agreement. The work ?tax? as used in this
paragraph shall be deemed to include but shall not be limited to taxes, fees,
assessments, charges, levies, excises, however designated, whether as a
sales, gross income, gross receipts, storage, use consumption, licence,
compensating, excise, privilege or other exaction. If the exact amount of
any tax is not definitely fixed or cannot be exactly determined, distributor
may estimate the amount of such tax and exhibitor shall pay to distributor
such estimated amount upon demand therefor. Upon final determination
of the exact amount Exhibitor shall be entitled to repayment of any amount
paid in excess of tax. Upon the failure or refusal of exhibitor to pay any tax
distributor shall have the same remedies as herein provided for default in
payment of license fees in addition to the other remedies provided by law.
11. Prevention of performance.?If the exhibitor shall be prevented
from exhibiting or the Distributor from delivering any of the licensed pictures
for causes beyond its control, this licence in respect to each such motion
picture shall terminate and revert to the Distributor without liability on the
part of either party provided reasonable written notice of such termination
and the cause thereof is given.
12. Remedies.?If the Exhibitor shall fail or refuse to perform the terms
and provisions of this agreement, or any of them, or if the Exhibitor becomes
insolvent or is adjudicated a bankrupt, or executes an assignment for the
benefit of creditors, or if a receiver is appointed for any of the property of
the Exhibitor, or if the Exhibitor voluntarily or by operation of law should lose
control of the said theatre or of his said interests therein, then, upon the
happening of any one or more of the said events, the Distributor may its
option : (1) terminate this licence agreement, or (2) suspend the delivery
of pictures hereunder until such default or defaults shall cease and be
remedied. The exercise of either remedy by the Distributor shall be in
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 555556 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
addition to and without prejudice to any right or remedy of the distributor
against the Exhibitor at law or in equity or otherwise provided for in this
licence agreement.
13. Cutting or alteration of prints.?The Exhibitor shall not copy
duplicate, subrent or part with possession of any print. The Exhibitor
however may cut the print of a newsreel, and in such case shall completely
restore all parts cut therefrom, prior to the return thereof to the distributor
or shipment elsewhere if so directed by the Distributor, in the same condition
as received by the Exhibitor.
14. Advertising matter.?The Distributor warrants that none of said
licensed pictures contains or will contain any advertising matter for which
compensation is received by the Distributor or any subsidiary or affiliate of
the distributor.
15. UNLESS notice of cancellation be sent by post by either party to the
aforesaid agreement to the other party at least?days prior to the expiration
of one (1) year from the date of exhibition hereunder, such agreement shall
renew itself and continue in force for a further period of one (1) year [for
the same number of releases during such year] and shall likewise renew
itself and continue in force, from year to year thereafter, unless notice of
cancellation shall be sent by post by either party to the other at least?days
prior to the expiration of the year in which such notice shall be sent.
16. The following schedule and all of the written and printed part thereof
are as part of this license.:
Office………….,Date……., Salesman……….., [Schedule of exhibition con-
tract.]
For the licence of exhibit each of the said issues, the Exhibitor shall pay
to the distributor the following :[here insert days of exhibition, starting date,
number of releases, consecutive days run, and licence fee for release.]
[Remarks]
17. Notwithstanding the maximum number of days of exhibition herein
specified, or of any right hereunder to exhibit at any one or more of two or
more theatres named herein, the licence herein granted is expressly limited
to the right to exhibit each issue of new at only the theatre and on the
respective date or dates of exhibition which shall be designated, selected
or otherwise agreed upon and confirmed by distributor in writing for such
theatre: and said license shall not include any right of exhibition (a) at any
other time or place of exhibition, (b) by means of any print other than that
furnished to exhibitor by Distributor for the express purpose of exhibition
upon the play dates so licensed and confirmed in writing for the designated
theatre, nor (c) at any time prior to………….. of the first play date so licensedand confirmed unless exhibition prior to such hour is expressly permitted
in advance thereof by distributor in writing.
18. The exhibitor shall advertise and announce each issue as ?………..
News? in all newspaper advertising and publicity issued by the exhibitor
relating to each licensed picture the Exhibitor shall adhere to the form of
announcement contained in the advertising matter issued by the Distribu-
tion.
19. It is understood and agreed by the parties hereto that the exhibitor
shall not be entitled to any ?run? or any ?clearance? in respect to
the…………….News herein provided for.
20. The exhibitor agrees to start actual playing of………….. News not latter
than the above stipulated starting date and to be played or paid for at the
rate of not less than………….. News per week, beginning……………….
terminating…………..
21. The Exhibitor and Distributor respectively, freely and voluntarily
agree, as a condition precedent to the commencement of any action or
proceeding in any court by either of them to determine, enforce or protect
the rights of either of them hereunder, to submit all claims and controversies
arising hereunder for determination by arbitration in accordance with
provisions of the Arbitration Act, 1940 and agree to abide by any final award
of the arbitrator, and consent that any such final award shall be enforceable
in or by any court of competent jurisdiction pursuant to the law of such
jurisdiction now or hereafter in force.
IN WITNESS WHEREOF , the parties hereto have duly executed these
presents this…………………. day of……………. 20…..
…………………Film Corporation
By………………………
Exhibitor……………..
7
Agreement between a Film Production Company a Distribu-
tor and a Finance Company for the Provision of a
Loan secured by a Charge
THIS AGREEMENT AND CHARGE is made the………………. day of……………
BETWEEN (film production company) having its registered office at (ad-
dress) (hereinafter called the PRODUCER) of the FIRST PART (film distribution
company) having its registered office at (address) (hereinafter called the
DISTRIBUTOR) of the SECOND PART AND (finance company) having its
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 557558 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
registered office at (address) (hereinafter called the LENDER) of the THIRD
PART.
WHEREAS:
(1) By an agreement (hereinafter called the Distribution Agreement)
made between the Distributor and the Producer dated the day of.............
the Producer has agreed to produce and deliver to the Distributor a black
and white (or colour) feature film entitled.................. (hereinafter called the
Film) based upon (details of novel and authorship of screenplay) starring
(names of principal actor and actresses) and directed by (name of director).
(2) The Producer and the Distributor have agreed a budget for the film
of which the total budget cost of production is Rs.............. (hereinafter called
the budget cost).
(3) The Producer at the request of the Distributor is obtaining from (name
of guarantor) (hereinafter called the GUARANTOR) a Guarantee of comple-
tion and delivery in respect of the Producer?s undertaking to deliver the film
pursuant to the Distribution Agreement (hereinafter called the Completion
Guarantee).
(4) The Producer has arranged to obtain the partial finance for the budget
cost by means of advance of Rs.............. from the.............. Bank (herein-
after called the Bank Advance) upon the security of a Mortgage Deed and
General Charge dated the................... day of..................... created by the
Producer in favour of the Bank upon (inter alia) the rights in relation to the
Film therein specified (hereinafter called the Bank Charge)
(5) The Lender has agreed to contribute the balance of the budget cost
amounting to Rs............ to be secured in the manner hereinafter provided.
NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED as follows :
1. The Lender shall lend to the Producer (subject as hereinafter
mentioned) and the Producer shall borrow the sum of Rs............. (herein-
after called the Lender?s Advance) which shall be expended by the Producer
exclusively for the production of the film and for this purpose the Lender?s
Advance will be paid into the seperate account for the film at the................
Bank.............. to be known as the..................... account (and all cheques
drawn thereon shall require the signature of a representative appointed by
the Lender).
2. The Producer shall in the event of the actual cost of production of the
film being less than the budget cost repay to the Lender such proportion
of any such saving (including any rebate on the Completion Guarantee fee
not utilised in meeting the cost of production of the film) as the Lender?s
Advance bears to the budget cost.
3. Interest shall be payable on the amount from time to time owing in
respect of the Lender?s Advance at a rate of............. per cent per annumcalculated from the first day of each calendar month commencing on the
first day of the month immediately following the date hereof.
4. The Producer shall on demand in the events specified in clause 6
hereof repay the Lender?s Advance with interest thereon together with all
stamp duties and other disbursements (including legal fees) in relation to
the Lender?s Advance and this agreement.
5. (1) The Distributor and the Producer (to the extent of their respective
interest but jointly as to the whole) as beneficial owner(s) hereby charge(s)
in favour of the Lender with repayment of the loan with interest costs and
expenses as herein provided by way of second fixed Charge subject to the
Bank Charge (or by way of fixed charge ranking pari passu with the Bank
Charges) and subject to the licence granted to the Distributor under the
Distribution Agreement and the Distributor?s rights thereunder.
(a) all that the copyrights throughout the world in the film and the final
shooting script therefore and any other cinematograph films and
any sound recordings made in the course of the production of the
film or pursuant to any right acquired in connection with the said
production or arising therefrom;
(b) all copies (whether negatives or positive prints) of the film and of
any such other cinematograph films and sound recordings as are
mentioned in paragraph (a) of the sub-clause and all copies of the
scripts and musical scores thereof and any sketches and designs
therefor;
(c) all those the rights of the producer in relation to the said original
story [referred to in the recital (1)] and all music composed and
sketches and designs made for or used in the production of the
film including (but not so as to limit the generality of the forgoing)
the following :
(i) the right to adapt the same for the purpose of and to reproduce
the same in the form of the film and any such other cinemato-
graph films as are mentioned in paragraph (a) of this sub-
clause;
(ii) the rights (except for musical performing right if the composer
is a member of the Performing Right Society) to perform the
same in public by the exhibition of the film and any such other
cinematograph films as aforesaid;
(iii) such right as the Distributor and the Producer (or either of
them may own to broadcast the work by radio and television
whether by performances of living persons or by performances
of the film;
(d) all other rights and properties acquired or to be acquired by the
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 559560 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
Distributor and the Producer (or either of them) in connection with
the production of the film;
(e) all those the Distributor?s and the Producer?s rights, interest and
benefits under the Distribution Agreement and any subsequent
agreement entered into by the Distributor and the Producer (or
either of them) with another Distributor in substitution therefor
including all sums payable to the Distributor or to the Producer
or the Lender on behalf of the Distributor thereunder.
(2) In sub-clause (1) of the clause references to ?copyright? ?cinemato-
graph films? ?sound recordings? ?copies of films and sound recordings? and
to all other rights therein mentioned shall (where the context requires or
admits) be construed in accordance with the Copyright Act, 1957.
(3) The Bank Charge shall have priority over the charge hereby created
to the extent of the Bank advance together with interest fees expenses and
other disbursements paid or incurred in connection therewith.
6 (1) The security hereby created shall become enforceable at any time
after the happening of any of the following events:
(a) If any monies (whether principal interest or otherwise) have
become due and payable by the Producer to the Lender under the
terms hereof and the Lender has served on the Producer a
demand in writing requiring the payment thereof and the Producer
has not complied therewith before the expiration of seven days;
(b) If any distress execution or other process is levied or enforced upon
or sued out against the property of the Producer;
(c) If the producer is unable to pay its debts within the meaning of
section 223 of the Companies Act 1948 or any statutory modifi-
cation or re-enactment thereof for the time being in force;
(d) If the producer commits any breach of the terms, covenants,
warranties or conditions of this agreement or the distribution
agreement;
(e) If an order be made or an effective resolution be passed for
winding-up the producer except for the purpose of a voluntary
liquidation for reconstruction or amalgamation on terms which
have previously been approved in writing by the Lender;
(f) If the producer stops payment or ceases to carry on its business
or substantially the whole of its business or threaten to cease
carrying it on;
(g) If the encumbrancer takes possession or a receiver is appointed
of the property hereby charged or any part thereof.
(2) The Lender may at any time after the security thereby created hasbecome enforceable appoint by writing a receiver and manager or a
receiver or receivers of the property hereby charged upon such terms as
to remuneration and otherwise as it shall think fit and may from time to time
remove any receiver and manager or any receiver or receivers so appointed
and appoint another or others in his or their stead.
(3) Any such receiver and manager or receiver or receivers so appointed
shall be the agent or agents of the producer and shall have the power?
(a) to take possession of and get in the property hereby charged and
enforce this security against the same;
(b) to take any steps that may be necessary or desirable to effect
compliance with the distribution agreement and to carry or manage
or concur in carrying on and managing the business of the
producer or any party thereof in relation to the film and for any of
those purposes to raise or borrow any money that may be required
upon the security of the whole of any part of the property hereby
charged to institute proceedings and sue in the name of the
producer and to appoint managers, agents, servants and women
at such salaries and for such periods as he or they may determine;
(c) to sell or licence or concur in selling or licensing the interests of
the producer in the film and the rights relating thereto and all other
the property hereby charged on otherwise deal therewith and on
such terms in the interests of the lender as he or they shall think
fit;
(d) to utilise and effect all repairs renewals and improvements of the
producers? studios machinery equipments and effects in use in
connection with the making of the film and to maintain or renew
all insurances;
(e) to make any arrangements or compromise and enter into any
contracts which he or they shall think expedient in the interests of
the lender and to do any other act or thing which receiver appointed
under the Law of Property Act 1925 would (subject to the
provisions of this agreement) have power to do;
Provided always that nothing herein contained shall make the lender
liable to such receiver and manager or receiver or receivers as aforesaid
in respect of his or their remuneration cost charges or expenses or
otherwise.
7. The (Distributor and the ) Producer hereby (jointly and severally)
covenant(s) with and warrant(s) to the lender.
(1) That before the start and throughout the period of production of the
film insurance policies will be taken out and maintained with reputable
insurance companies against all risks usually insured against including (but
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 561
G : CDD (Vol. 3) ? 36562 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
not limited to) film producers indemnity covering the leading artists and the
director all risks on the negative and on daily takes and fidelity guarantee
bond on the production accountant;
(2) That the said policies shall be endorsed with a note of the lender?s
interest therein as charge;
(3) That all the warranties and conditions of such policies will be
complied with and all premiums promptly paid when due and the policies
maintained in full force and effect so long as the producer or the distributor
shall have an insurable interest in the subject matter thereof;
(4) That in the event of any failure on the part of (the distributor or) the
producer to pay the premium in respect of any such policy as aforesaid the
lender may pay such premium itself and the amount of such premium and
all costs charges and expenses relating to the payment thereof shall be
repaid by the producer or the distributor and until so repaid shall be added
to the lender?s advance.
(5) That the film will be produced at the lowest cost and in the shortest
time compatible with first class production in accordance with the agreed
budget shooting schedule cast list unit list and final shooting script approved
by the lender and the said name of bank in recital (4) and in particular with
the following persons carrying out the following functions.
(Insert particulars of key production staff, writers, actors, composers,
etc.)
(6) That the producer will be the maker of the film within the meaning
of the Copyright Act, 1957;
[or (6) That the distributor will be owner of all copyright and any other
rights whatsoever in the film at or before delivery of the film to the distributor
pursuant to the distribution agreement;]
(7) That the lender will be supplied with particulars (in such form and
detail as the lender from time to time require) of any matters concerned with
or arising out of the production of the film and in particular (but without in
any way limiting the generality of the foregoing) the producer shall?
(a) afford the lender facilities to inspect the rushes each day on which
rushes are shown
(b) throughout the production of the film deliver to the lender weekly
progress reports and weekly statements of the cost showing the
cost to date and containing an estimate of the final cost of
production prepared under the same headings in the budget for
the film.
(8) That all the terms of the distribution agreement will be complied with
which shall not without the previous written consent of the lender be varied
or cancelled;(9) That copies of all monthly lists of contracts and revenue statements
and other accounts rendered by the distributor to the producer in pursuance
of the distribution agreement or otherwise together with such duly certified
copies as the lender may require of any documents relating to the film or
its production shall be delivered to the lender.
8. As further consideration for the lender?s advance the Producer and
the Distributor jointly and severally undertake to pay to the Lender…per cent
of the net profits of the film as and when they accrued. Net profits shall be
as defined in the distribution agreement and payment of the lender?s said
share shall be made as and when the producer?s and distributor?s shares
of net profits are paid in accordance with the distribution agreement the
relevant provisions of which shall be deemed to be incorporated herein.
9. Nothing herein shall constitute a partnership between any of the
parties hereto.
10. Any notice under this agreement shall be in writing and may be
served on the party upon whom it is to be served by sending it by registered
post recorded delivery to the party?s registered office or if that party is not
a company to his last known address.
IN WITNESS WHEREOF etc.
[Signature of the parties]
8
Agreement between Film Producer and a Composer
of Music for a Feature Film
THIS AGREEMENT made the………………..day of………BETWEEN [Film
Production Company] having its registered office at [Address] (hereinafter
called ?the PRODUCER?) of the ONE PART AND [Composer] of [Address, etc.]
(hereinafter called ?the COMPOSER?) of the OTHER PART.
WHEREAS the Producer is engaged in the production of a colour [or black
and white] feature cinematograph film at present entitled…………….. (here-
inafter called ?the Film?) and has offered the Composer to compose the
music for the film upon subject to the terms and conditions hereinafter set
out to which the Composer has agreed.
NOW IT IS HEREBY AGREED as follows:
1. The Producer hereby appoints the Composer and the Composer in
consideration of the fee hereinafter provided accepts the appointment to
compose select, arrange, and the orchestrate such theme and all back-
ground music (hereinafter collectively called the ?the Music?) as the
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 563564 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
Producer may require for inclusion in the film and render all other services
usually rendered by a Composer for the feature cinematograph film.
2. To such extent as the Producer shall agree and subject to the
necessary rights being obtainable at a cost acceptable to the Producer
musical works and lyrics or other literary works not written by the Composer
(whether or not the subject of copyright) may be included in the music but
the rights granted by and the warranties of the Composer hereinafter
contained shall not be deemed to extend to original musical or literary works
or lyrics so included as distinct from any orchestrations or arrangements
thereof by the Composer.
3. The Producer shall not be hereby exclusively entitled to the Composer?s
services but the Composer undertakes so to arrange his commitments to
third parties that he will be able to devote adequate time and attention to
the performance of his services hereunder.
4. The Composer shall promptly and faithfully comply with all reasonable
directions, requests, rules and regulations of the Producer in connection
with his said services at such times and places as the Producer may
reasonably require.
5. The Composer hereby warrants and declares that all music presented
by him to the Producer hereunder as music original in him in fact be original
and shall not constitute any infringement of the copyright or any other rights
of any third party and the Composer undertakes to indemnify and hold the
Producer its assigns and licensees harmless from any loss, costs, fees,
royalties, damages or other expenses that may be incurred by any of them
by reason of any breach of his said warranty or by reason of any
insufficiency of title in and to all of the music.
6. The Composer hereby confirms, declares and agrees?
(1) that the following rights and licences shall belong and be granted
to the Producer throughout the world for the full period of copyright
and all renewals and extensions thereof provided by the law of any
country namely:
(a) the [sole and exclusive] right to record, reproduce and
mechanically perform the music in synchronisation with and
as part and by means of [cinematograph films of all sorts] [or
the film] and all re-issues revised versions and so-called
trailers and film clips thereof and therefrom including (but not
limited to) performances of the films [or film] by radio and
television and broadcasts:
(b) the right and licence to make and sell seperate recordings of
the music only as part of the sound track of [any cinemato-
graph film] [or the film] on discs tapes and all other contriv-
ances by which sound may be recorded;(2) not at any time hereafter to publish or authorise publication of the
music or any part thereof in any place so as to prevent limit or determine
the subsistence of copyright therein in any part of India;
(3) not to make any statement to the press or give any interview relating
to the film or his services hereunder or to the producer?s business except
with the written consent of and in collaboration with the Producer;
(4) not to pledge the credit of the Producer or incur any liability on its
behalf without the written consent of the Producer first being obtained;
(5) to consult and collaborate with the Producer director and musical
director of the film in all matters concerning the selection of the type of music
and style of orchestration and arrangement thereof to the intent that the final
score of the music as delivered hereunder shall be in accordance with the
specific requirements and recommendations of the above mentioned
representatives of the Producer.
7. (1) Notwithstanding anything herein contained it is expressly agreed
and declared that the Composer reserves the performing right by any
means whatsoever in the music if and so long as the performing right therein
is vested in the Performing Right Society u/s. 33 of the Copyright Act, 1957
(hereinafter called the PRS) and during such period nothing in this
agreement shall except as hereinafter provided be construed as a licence
to perform or authorise the performance in public of the music by any means
whatsoever but except that the music may be publicly performed by any
means whatsoever at any place in respect of which a licence of the PRS
has been granted and except also that no licence shall be required in
respect of any performance of the music in any country where neither the
PRS nor any of its affiliated bodies have performing rights.
(2) It is further agreed that if the proprietor or lessee of any place of public
performance of the music fails or neglects to hold or has never held a licence
from the PRS then the right of the composer and the PRS or either of them
shall be against such person exclusively but no action shall be taken arising
out of or in respect of such failure or neglect which would have the effect
of preventing the performance of the film by any means whatsoever.
(3) It is further expressly agreed that if the performing right in the music
shall cease to be vested in the PRS the performing right shall belong
absolutely to the composer who shall without charge to the producer grant
the necessary licence to enable the music to be publicly performed as part
and by means of the film.
(4) (1) ?performing right? shall mean and include for the purpose of this
agreement the rights to?
(a) perform the music in public;
(b) broadcast the music;
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 565566 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(c) cause the music to be transmitted to subscribers to a diffusion
service; and
(d) authorise other persons to do any of the above acts in relation to
the music;
8. The Composer shall before exercising any rights of copyright in the
music which shall remain vested in the composer hereunder?
(1) acquaint the Producer of his intention to do so;
(2) if the Producer so requests consult with the Producer and give due
and careful consideration to any views expressed by the Producer
thereon and procure that in all agreements entered into by him with
third parties in connection with the publication or recording of the
music it shall be a condition that reference is made to the film on
all copies of printed sheet music and on the sleeves or containers
of all discs, tapes or other recordings to the intent that the
exploitation of the film shall benefit thereby.
PROVIDED that nothing herein shall impose any obligation on the
Composer to exercise or refrain from exercising any of the said rights or
prevent the Composer from taking such steps as may be necessary to
enforce the proper exercise thereof.
9. (1) The Producer agrees to pay to the Composer as inclusive
remuneration for his services and all rights in the music granted to the
Producer the fee of Rs..........payable as to one third thereof on the signing
of this agreement as to one-third on delivery to the Producer of the full music
score of the music and as to the remaining one-third thereof on completion
of all services required of the Composer hereunder or on the last day of
the recording of the music for the film whichever shall be the sooner.
(2) The Producer further agrees that no recording of the sound track of
the film in pursuance of the licence granted in para (b) of sub-clause (1)
of clause 6 hereof shall be released for sale to the public unless and until
a royalty related to the proportion of copyright the music owned by the
composer or by a music publisher nominated by the Composer shall have
been agreed which in default of agreement shall be the same proportion
of the statutory royalty as the proportion of the running time of all copyright
music owned by the Composer or the Composer?s publisher included in any
such recording bears to the total running time of all copyright music included
therein.
10. In the event that the Composer for any reason (other than any default
of the Producer) fails to deliver the full music score for the recording thereof
within such time as in all the circumstances shall be reasonable from the
receipt of written notice given to him by the producer of that requirement
at any time after the Producer has notified the Composer of the final music
timings of the film the Producer may (without prejudice to the exercise ofany other remedies available to it at law) by notice in writing to the Composer
terminate this agreement in which event the liability of the Composer and
the Producer hereunder shall cease and the Composer shall repay to the
Producer on demand all monies received by him hereunder up to the date
of such termination.
11. The Producer shall not be bound to make any use of the Composer?s
services hereunder or of the products thereof but if the Producer substan-
tially incorporates the music in the film then the Producer undertakes to
accord to the Composer on the negative of the film and on all positive copies
thereof made or issued in screen credit for the products of his services
hereunder in a seperate panel devoted exclusively to music credits and
indicated thereon in lettering as large as that used for any other music credit
included therein.
12. Nothing herein shall?
(1) prevent the Producer from employing the services of any other
person to compose music for the film in addition to or (subject to
the provisions of clause 10 hereof) in substitution for the composer
or from granting such other person such screen or other credits
as it may deem appropriate;
(2) give the Composer any right against the Producer in connection
with his engagement hereunder other than the right to receive
screen credit in accordance with clause 11 hereof and to be paid
the remuneration herein specified.
13. (1) The Producer may assign the benefit of this agreement in whole
or in part to any person, firm or company and in that event the Composer
shall at the request and cost of the Producer execute and do such things
as may be necessary to make such assignment effective.
(2) The Composer shall at the Producer?s cost and request duly execute,
acknowledge and deliver to the Producer or its assigns such documents
as may be requested of him for the purpose of confirming the Producer?s
title to the rights hereby agreed to be granted.
14. The Producer shall be entitled to retain possession of the original
music score of the music but subject to the Composer first making and
supplying the Producer with a complete copy thereof agrees to hand over
the original to the Composer on demand. For that purpose the Producer
agrees to make the original score available to the Composer or his Publisher
on request provided arrangements satisfactory to the Producer are first
made for its safe custody and the avoidance of any mutilation thereof.
15. This agreement shall be subject to and construed in accordance with
the Copyright Act, 1957 or any other law or laws as applicable in India.
Any notice under this agreement shall be in writing and may be served
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 567568 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
on the party upon whom it is to be served by sending it by registered post
or recorded delivery to that party?s registered office or if that party is not
a company to his last known address.
IN WITNESS WHEREOF , etc.
[Signature on behalf of Producer and
Signature of Composer]
9
Agreement between owner of land and Television or
Broadcasting Authorities for a licence to Place Technical
Equipment on the premises to relay special programme
THIS AGREEMENT made the…………… day of…………… BETWEEN [name
of owner of property] of [address] (hereinafter called the ?Licensor?) of the
ONE PART AND [name of Television or BROADCASTING authority] having
its registered office at [address] (hereinafter called the ?the Broadcasting
Company?) of the OTHER PART.
WHEREAS:
(1) The Broadcasting Company wish to use [particular of area location
to be used] (hereinafter called ?the Site?) [and to make the necessary
arrangements to carry out work and lay cables on and over the licensor?s
property and the site] for the location of the various items of equipment set
out in the first schedule hereto (hereinafter called ?the Equipment?)
(2) The Licensor has agreed to permit the broadcasting company to use
the site for the equipment subject to the terms and conditions hereinafter
set out.
NOW IT IS HEREBY AGREED as follows:
1. Subject to the conditions hereinafter set out the Licensor hereby
grants to the Broadcasting Company the right and licence during a period
of…………..
(1) to place the equipment on the site [from time to time] for the
purpose of receiving signals in connection with the broadcasting
activities of the broadcasting company;
(2) for the broadcasting Company to carry out the works and lay the
cables of which particular are set out in the second schedule
hereto.
2. It is mutually agreed and declared that?
(1) the equipment shall mean and include both the equipment specifiedin the first schedule hereto and also such other equipment as may
from time to time be added thereto and approved by the licensor;
(2) the route to be followed by any cables and the external design,
method of construction and siting of any building erected to protect
the equipment shall be approved by the licensor and all works
permitted by this agreement shall be carried out to the satisfaction
of the appropriate borough engineer and surveyor;
(3) [the equipment shall not remain permanently on the site but shall
be transported to and removed from the site on each occasion of
the use and] at the expiration of this agreement all cables, buildings
and the equipment installed at the site shall be removed and any
damage resulting from such removal shall be made good by or at
the expense of the Broadcasting Company ;
(4) the Broadcasting Company shall be enabled to obtain all neces-
sary electricity supply for the equipment by connection to a special
meter which shall be installed by the Broadcasting Company and
the Broadcasting Company shall pay for the current consumed as
indicated by the said meter which shall not be made available to
any third party during the currency of this licence and shall be
removed after expiry of this agreement.
(5) the employees or agents of the Broadcasting Company shall be
entitled to access to the site for the sole purposes of the installation
maintenance and operation of the equipment.
3. The Broadcasting Company expressly undertakes?
(1) that the operation of the equipment shall not in any way interfere
with the operation of [any equipment of the licensor installed at or
near the site or with] any other radio television equipment which
is now or may in the future be established at or near the site;
(2) in the event of any assessment for rating purposes being made in
respect of the equipment or any building or works set out in the
second schedule hereto to reimburse the licensor or itself dis-
charge all rates which may be expressly referable thereto as
distinct from the site without the equipment and the said buildings
or works;
(3) that no nuisance or annoyance shall be caused to the occupants
of any of the licensor?s property adjoining the site or to the
occupiers of neigbouring or adjoining premises;
(4) to keep the licensor indemnified against all or any claims demands
or actions which may be made or brought by any person against
the licensor arising out of the presence or installation of the
equipment on the site or the actions or omissions of any employee
or agent of the Post Office or the Broadcasting Company;
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 569570 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(5) at all times during the continuance of this licence to maintain a
comprehensive insurance policy covering the Broadcasting
Company?s liabilities under this agreement.
4. As full and inclusive consideration for all the rights and licence hereby
granted the Broadcasting Company agrees to pay and the Licensor agrees
to accept the fee of Rs........... per week or part thereof payable on
the.................... day of every current week.
5. In the event of breach of any terms and conditions contained in this
agreement the licensor may by a seven days? notice in writing to the
Broadcasting Company determine this agreement and all rights and licence
hereby granted without prejudice to all other rights and remedies of the
licensor in respect of any such breach.
6. Any notice under this agreement shall be in writing and may be served
on the party upon whom it is to be served by sending it by registered post
or recorded delivery to that party?s registered office or if that party is not
a company to his last known address.
AS WITNESS etc.
FIRST SCHEDULE
[Particulars of the equipment]
SECOND SCHEDULE
[Particulars of work to be carried out by the Post Office and
the Broadcasting Company]
[Signature of licensor and on behalf of
Broadcasting Company]
10
Agreement between Promoter of a sports event or the owner
of a site and a Television Company for the Right to place
the Broadcasting Equipment on the Sports site
AN AGREEMENT is made the……………. day of………………… BETWEEN
[name of Promoter or site Owner] having its registered office at [address]
(hereinafter called ?the Grantors?) of the ONE PART AND [name of Television
Company] having its registered office at [address] (hereinafter called the
?the Licensees?) of the OTHER PART.
WHEREAS the Grantors have the right to manage and control and grant
licenses to enter [particulars of stadium, sports ground or place of event]
including all roadways, tracks, enclosures, grandstands, parking placesand other land forming part thereof (all of which are hereinafter collectively
called ?the Location?).
NOW IT IS HEREBY AGREED as follows 
1. In consideration of the payment of the fees and undertakings by the
Licensee hereinafter provided for the Grantors warrant that they are entitled
as hereinbefore recited and hereby grant to the Licensees the right and
licence to enter and remain on the location during [period] together with
the television cameras, cine cameras, sound equipment, commentators
boxes, scaffolding, platforms, vehicles and other related equipment, to-
gether with all the operators, commentators and technicians comprising an
outside broadcasting unit (hereinafter collectively called the O.B. Unit) to
enable the Licensee to transmit or record for transmission broadcasts of
[particulars of match, event, etc.] (hereinafter called the ?the Event?). The
Licenses shall also be entitled to the benefit of the special facilities set out
in the schedule hereto.
2. The licence hereby granted to the Licensee shall be exclusive in so
far as the Grantors agree that they will not grant a similar licence to any
person, firm or company in respect of the event except to enable third parties
to take still press photographs or newsreels PROVIDED that any licence
granted for newsreel purpose shall specify that the film shot shall only be
used in ordinary newsreel exhibitions and not in any other type of film.
3. The Licensee hereby undertakes and agrees?
(1) to observe all usual rules and regulations in force at the location;
(2) to pay the Grantors the cost of or make good at the Licensee?s
expense all physically damage to the location for which the
Licensee is responsible by virtue of any wrongful act or default by
the O.B. Unit or any member thereof;
(3) to indemnify the Grantors against all costs, fees or damages and
all expenses reasonably and necessarily incurred by the Grantors
in settling, adjusting or otherwise disposing of any claim by third
parties in respect of which and to the extent that the Grantors shall
be legally liable by virtue of any wrongful act or default by the O.B.
Unit or any member thereof on condition that this indemnity shall
in all events be subject both to the full disclosure by the Grantors
of any claim or threatened claim and to the right of the Licensee?s
insurers to deal with or defend in the Grantor?s name any claim to
which the said indemnity applies.
4. The Grantor undertakes and agrees?
(1) to allow the O.B. Unit to occupy a suitable position for the purpose
of televising the event on condition that the Licensee shall use its
best endeavours to interfere as little as possible with the view of
the spectators;
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 571572 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(2) to use best endeavours to start, run and finish the event at the
advertised times and to give the licensee the longest possible
notice of any alteration of those times;
(3) to allow the O.B. Unit access to the electricity at the location on
condition that arrangements to pay for current consumed by the
O.B. Unit shall be made by the licensee;
(4) to grant the licensee facilities to interview participants in the event
before the cameras of the O.B. Unit at the conclusion of or in any
intervals in the event;
(5) not without informing the licensee to display on the location any
more advertisements than those displayed or due to be displayed
and notified to the licensee at the date hereof during the transmis-
sion of or recording of the event.
5. The Licensee shall pay to the Grantors a fee of Rs..........in respect
of the rights and licence hereby granted not later than........... days after the
event has taken place except that such fee shall not be payable if the event
is cancelled for any reason whatsoever or if the event cannot be performed
due to other unsuitable technical or climatic condition and in any of which
events the Licensees shall reimburse the Grantors any expenses directly
incurred by the installation of the O.B. Unit at the location.
6. The Licensee shall have the right to assign the benefit hereof or grant
sub-licenses hereunder to any person firm or company on condition that
the Licensee shall remain primarily liable to the Grantors under the terms
hereof.
SCHEDULE
[Special facilities]
AS WITNESS etc.
[Signatures of persons duly authorised
by the Grantors and Licensees]
11
Agreement between Owner of Premises for its use by a Film
or Television Company as a Rehearsal Room
AN AGREEMENT made the…………… day of………………….. BETWEEN
[name of the owner] of [address etc.] (hereinafter called ?the Owner?) of the
ONE PART AND [name of film or television company] having its registered
office at [address] (hereinafter called ?the Company?) of the OTHER PART.WHEREBY IT IS AGREED as follows:
1. The Owner hereby grants to the Company by way of licence only the
exclusive right to use the premises fully described in the schedule hereto
including the stage and dressing room lying and situate in the premises
known as………….. (hereinafter referred to as ?the said premises?) for the
purpose of use as rehearsal room for television or film programmes
including dancing on all the days during the week between the hours of 9
a.m. and 10 a.m. during the period of……………….. from the date hereof and
hereafter unless and until this licence is terminated by not less than 30 days
notice from either side.
2. This licence shall extend to and cover the Company?s employees and
agents and such other persons as may be lawfully invited by the Company
to attend rehearsals at the rehearsal rooms, all such persons shall be
hereinafter referred to as ?the Company Staff?.
3. The Owner warrants undertakes and agrees:
(1) that he is entitled to grant the said licence and is responsible for
and entitled to the management and control of the rehearsals
rooms;
(2) that all statutory provisions, regulations and bye-laws including all
fire regulations and requirements of all local authorities respecting
the use and management of the rehearsal rooms have been and
shall be observed during the period of this licence;
(3) to keep the rehearsal rooms and all other parts of the said premises
that may be used for purpose and to which in accordance with this
licence the Company staff may have access adequately lighted,
ventilated, cleaned and in a safe condition;
(4) that the Company staff may use the furniture fixture and the
movables as belonging to the Owner and in the rehearsal rooms
including such other furnitures, articles or things as can be
conveniently moved from other parts of the said premises including
any music instrument or electrical appliance installed for the
purpose.
(5) to make available appropriate cloakroom and lavatory facilities and
to provide sufficient water soap and towels for the use of the
Company staff;
(6) that the Company may at his own risk store any equipment or item
of furniture and properties on the said premises by arrangement
with the owner;
(7) that the caretaker of the said premises shall be available to render
assistance in the removal storage and general arrangement of
furniture and equipments of any movable or any other article
required for the rehearsals;
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 573574 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(8) to provide catering services for snacks and tiffin including hot and
soft drinks for the company staff at reasonable prices during the
period of rehearsals;
(9) to make available at the disposal of the Company or the Company
staff the telephone services from the telephone installed at the said
premises in the name of the owner for which the company shall
pay the necessary telephone bills.
4. As and by way of considerations for the licence hereby granted and
the services to be provided by the Owner the Company shall pay the Owner
a fee of Rs............ per month which does not include the charges for
electricity, telephone, catering services which would be paid extra at actuals
by the Company.
5. The Company undertakes :
(1) to pay for and have made good at its expense any damage done
by the Company staff to the rehearsal rooms and any other parts
of the said premises to which the Company staff may have access
except fair wear and tear related to the proper use thereof;
(2) to take all practical steps to leave the rehearsal rooms clean and
tidy on the completion of each day?s user and to such extent as
the owner?s caretaker may be willing to undertake the necessary
duties the Company shall be entitled to use the caretake?s services
for the purpose on condition that the Company is entirely respon-
sible for paying any remuneration claimed by the caretaker for
those duties;
(3) not to indulge in any activity at the rehearsal rooms (whether as
a rehearsal or otherwise) involving explosions, loud noises or any
other activity likely to damage the floor or anything likely to
constitute a nuisance.
6. It is expressly agreed and declared that the licence hereby granted
shall not confer on the Company or the Company staff any rights other than
those hereby expressly granted and in particular that the Company staff
shall not be entitled to access to the rehearsal rooms or any part of the said
premises outside the hours hereinbefore mentioned without the express
permission of the owner.
7. Any notice under this agreement shall be in writing and may be served
on the party upon whom it is to be served by sending it by registered post
to that party?s registered office or to its/his last known address.
SCHEDULE OR PROPERTY ABOVE REFERRED TO :
IN WITNESS WHEREOF , etc.12
Agreement between of Television Studios and a Production
Company for the hire of technical services and facilities
of Television programmes
AN AGREEMENT is made this............... day of............ BETWEEN operator
of Television Studios of address (hereinafter called ?the operator?) of the ONE
PART AND name of the Television Company having its registered office
at.....(hereinafter called the ?the Company?) of the OTHER PART.
WHEREBY IT IS AGREED as follows :
1. The Operator hereby grants to supply to the company on the terms
and conditions hereinafter set out the following facilities and services which
the company has booked for the purpose of production [all particulars of
programmes] at [name of television studios].
2. For the purpose of this agreement the Company includes the
Company?s employees and agents and such other persons as may be
lawfully invited by the Company for the purpose of its programmes (all such
persons have hereinafter been called ?the Company Staff?).
3. During the period of………….. the Operator will make available an
operational studio on the following dates for the following operations in
accordance with the following timetable.
[Set out particulars of relevant dates e.g. set and light rehearsal, strike,
scenery and video-recording days].
4. The booking of the above-mentioned studio will include without extra
charge the use of the following technical facilities and the services of the
following staff:
(1) Vision : [Set out particulars of camera channels video-recording
apparatus and related facilities].
(2) Sound : [Set put particulars of mixers, channels, booms etc.]
(3) Lightning : [Set out particulars of source and extent of system].
(4) Staff : [Set out particulars of staff whose services are to be made
available].
(5) General facilities : [Professional and administrative services of
servicing departments including property buying, security, ticket office,
music etc.].
(6) Office Accommodation : [Set out particulars of offices and dates
available].
5. The inclusive fee for all the forgoing facilities supplied by the operator
will be Rs………….. which the Company agrees to pay to the operator by
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 575576 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
[set out instalments]. This fee shall include such overtime payments as may
be necessary as a result of the above studio timetable but any of the
following, if required, will be separately and additionally charged to and paid
by the Company.
(1) extended use of the studio facilities outside the above timetable;
(2) the designs or construction of sets and scenery including mate-
rials;
(3) the editing of videotape of film;
(4) the supply of videotape and all wardrobe and make-up rooms;
(5) any of the other services or facilities additional to those set out in
paragraph (4) and specifically required by the Company.
6. Any or all of the following facilities and services will be made available
to the Company on request in the case of separate items at our usual rates
payable by the Company or collectively at the fees set out below :
(1) Services of musicians;
(2) Properties purchased or hired;
(3) Costumes purchased or hired;
(4) Wigs and special make-up;
(5) Transport;
(6) Filming, hire of film units, stock and processing;
(7) Film to tape transfer particulars of film and tape involved;
(8) Special effects;
(9) Hospitality;
(10) An orchestra comprising [Set out number and type of instruments];
namely for each recording day of the studio timetable at a fee of Rs………..
and at a fee of Rs………. for each pre-rehearsal day.
7. The Company hereby acknowledges, undertakes and agrees :
(1) that all the above facilities (including all additional facilities) are
provided entirely at the Company?s risk so that the Operator shall
in no way be liable to the Company or to anybody else for direct
or indirect loss or damage resulting from any failure of any
equipment services or facilities whether or not the operator has any
knowledge of the possible significance of such a failure or any
specific result the Company may wish to obtain;
(2) to procure that all persons who may be requested by the Company
from time to time to enter the Operator?s studio in connection with
the production by the Company of the above-mentioned program-mes shall be subject to the rules and regulations forthwith there
including (but not limited to) those concerning security, safety and
fire prevention and that the operator shall not be entitled to
exclusive any of them temporarily or otherwise in the event of the
Company?s failure or refusal to observe such regulations without
prejudice to any other remedies that the party may have at law;
(3) to indemnify the Operator or to keep the Operator indemnified
against all royalties, costs, fees or damages payable or incurred
by the Operator as a result of any third party claim arising out of
the filming or recording of any material for the company by means
of any of the facilities supplied by the Operator hereunder;
(4) to reimburse the Operator the cost of repairing or replacing any
part of the said premises or equipment damaged or lost as a result
of the use or misuse by the Company of any of the said facilities;
(5) promptly to pay for all additional services, materials or facilities
upon the presentation of the appropriate bill but in the event of any
payment remaining outstanding that the Operator shall be entitled
to a lien on all videotapes film properties or other materials of the
Company remaining in the possession of the Operator;
(6) that the prevention or curtailment by fire, natural catastrophy,
industrial dispute, failure of power supply or any other circum-
stances beyond the control of the operator of the provision of the
services and facilities which the Company have hereby booked
shall not constitute a breach by the Operator of this agreement.
8. It is mutually agreed by and between the parties and declared:
(1) that nothing herein shall constitute any partnership or joint venture
between the parties;
(2) that nothing shall confer on the Operator any right or liability (apart
from any lien under paragraph 7(5) hereof) in respect of the
copyright or the production of the above mentioned programmes
of the Companies or shall be construed as granting to the
Company any rights to enter and remain in or about the said
premises except during permitted working hours for the sole
purpose of making use of the specific services and facilities which
are the subject matter of this agreement.
9. Any notice under this agreement shall be in writing and may be served
on the party upon whom it is to be served by sending it by registered post
to that party?s registered office or to its/his last known address.
IN WITNESS WHEREOF etc.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 577
G : CDD (Vol. 3) ? 37578 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
13
Agreement for appointment of a Theatrical Agency
as Agent of an Actor
[Letter form]
To [Name of agency] Date………..
Dear Sirs,
This is to confirm that I have appointed your firm, who have agreed to
act, as my exclusive agent and to carry out all the functions of personal
representation on my behalf in all branches of the entertainment industry
including (but not limited to) the legitimate theatre, films, television and radio
broadcasting, video-recording, advertising films and all forms of commer-
cial tie-ups, merchandising, and advertising throughout [territory] for the
period of…………. from………… and thereafter unless and until this appoint-
ment is determined by not less than three months? written notice which may
be given by either party to the other to expire at or after the end of the said
period. Without prejudice to the following terms and conditions.
1. You undertake and agree:
(1) to use your best endeavours to procure for me offers of employ-
ment in all branches of the entertainment industry and negotiate
the best available terms for each engagement ;
(2) to advise me all matters affecting my interests in the entertainment
industry but on the understanding that nothing herein shall bind
me to accept any particular offer or engagement or any particular
terms;
(3) that it shall be a condition of this agreement that your firm shall
make available the services of at least one of [name individuals]
or such other person or persons as we may hereafter agree, to deal
with the business of my representation and agency, so that if at
any time one of such individuals is not available, I shall be entitled
by not less than one month?s written notice to terminate your
appointment hereunder.
2. I warrant, undertake and agree;
(1) that I am free to enter into this agreement and have not engaged
and will not during the period of your appointment engage any third
party to carry out any of the functions to be exclusively undertaken
by you hereunder;
(2) that once having accepted any offer in respect of my services I shall
faithfully carry out my obligations in accordance with the contract
so made:(3) to refer to you all enquiries and offers of employment in the
entertainment industry received by me and to consult with you
before accepting any of them and give you the opportunity in each
case of completing the negotiations.
3. As full and final consideration for all your services and all costs and
expenses incurred in carrying them out, I agree to pay to you and you agree
to accept a commission equal to [ten] per cent of all monies receivable by
me as salary, fees, profit shares and other remuneration for my services
in pursuance of any engagement commenced and any agreement for my
services entered into during the period of your appointment, whether or not
the services to be rendered by me are completed before the end of the
period of your appointment.
4. The aforesaid commission shall be payable in respect of any
engagement or agreement of the type referred to whether or not it has been
provided or negotiated by you. In the event of any engagement or
agreement on which commission is payable as aforesaid being extended
without further negotiation whether before or after the end of the period of
your appointment you shall be entitled to commission in respect of the
extended period. If, however, such extension is made without any negotia-
tion carried out by you, you shall not be entitled to commission in respect
of the extended period.
5. For the purpose of paragraphs 3 and 4 the monies out of which your
commission shall be payable shall include all monies paid for my services
to any partnership or corporation to which my services may be contracted
by virtue or a long term or other agreement entered into as part of any
organisation of my business affairs. Any personal remuneration paid to me
by any such partnership or corporation for the continuing right to my
services shall not be so included as to attract commission.
6. You shall be entitled and are hereby authorised to receive on my behalf
all monies on which your said commission is payable and to account to me
or to my order for the balance after deducting your said commission. You
shall use your best endeavours to collect all the said monies and no
commission shall be payable to you on any monies not paid for any reason.
No deductions on account of expenses or any other items (other than the
said commission) shall be made from the said monies or be otherwise
chargeable to me except as may from time to time be expressly agreed by
me.
7. This instrument constitutes the entire agreement between us which
has been freely entered into so that no statement, promise or inducement
alleged to have been made by either party and which is not contained herein
shall be binding or form part of this agreement. No addition or amendment
to this agreement shall be binding on us unless and until reduced to writing
as a formal amendment hereto and signed by both parties.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 579580 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
8. All notices to be given hereunder and all other communications
concerning this agency and representation shall be addressed to the party
concerned at the above address for that party.
Please confirm your acceptance of the above by signing and returning
the duplicate hereof.
Yours truly,
[Signature of actor]
14
Agreement between a Broadcasting Company and an
individual to appear in a Radio or Television Programme
in a Non-Dramatic Role
AN AGREEMENT made the……………. day of……………. BETWEEN [name of
broadcasting company] having its registered office at [address] (hereinafter
called the Company) of the ONE PART AND [name of address etc.] (here-
inafter called Mr A B) of the OTHER PART.
WHEREBY IT IS AGREED as follows :
1. The Company hereby engages Mr. AB who accepts the engagement
to appear or carry out the function of………………….. or deliver a lecture on
the subject of…………………….. in the radio or television programme or series
of programmes entitled…………… Mr AB agrees punctually to attend the
following:
2. As full and inclusive remuneration of all services to be rendered by
Mr. AB in the said programmes and for any and all rights and licences in
all material supplied or contributed by Mr. AB to the said programmes the
company shall pay to Mr. AB and he accepts the fee of Rs…………………
by……………….. consecutive………… instalments commencing on………………
3. Mr AB warrants, undertakes and agrees :
(1) that he is available to render his services in accordance with the
terms of this agreement and has no contractual obligations to third
parties preventing or limiting his appearance in the said
programmes;
(2) that at the time of accepting this engagement he has made no
contract for his appearance in a television advertisement of which
full particulars have not been disclosed to the company and will
accept no such engagement until after the completion of this
engagement except on condition that the transmission of the saidprogrammes under this engagement shall have priority over the
transmission of any television advertisement concerned ;
(3) to observe the general directions and requirements of the producer
and director of the said programmes and all rules and regulations
in force at the studios or other premises where is required to render
services hereunder ;
(4) that any script or other literary material or any music supplied by
Mr. AB for the said programmes will be either original in him or be
material for which he shall have obtained (at his expense) the
permission of the copyright owner to use in the said programmes;
(5) to supply the Company with particulars of the permission referred
to in sub-clause (4) of this clause and to indemnify the Company
in respect of any costs, fees, royalties, damages or other monies
payable by the Company as a result of any breach of the warranty
in sub-clause (4) of this clause;
(6) not in the course of the said programmes to make any statement
or by any time or gesture to convey any impression likely to offend
the generally accepted standards of good taste and in particular
to avoid making or repeating any defamatory statement or other-
wise introducing any defamatory material;
(7) that all consents for his participation in the said programmes are
hereby given and that any copyright and all other rights arising from
Mr. AB?s contribution to the said programmes shall belong to the
company absolutely so that (without prejudice to the generality of
the foregoing) the company shall have the right to broadcast the
said programmes by radio or television without restriction through-
out the world.
4. The Company shall not be bound to make use of Mr. AB?s services
or to broadcast his appearance or to transmit the said programmes (or any
of them) without prejudice to the right of Mr. AB to be paid the fee provided
for in clause 2 hereof.
5. The Company shall give appropriate credit or other acknowledgement
respecting the participation of Mr. AB in the said programmes.
IN WITNESS WHEREOF etc.
15
Agreement for purchase of Copyright in literary work for
production of Cinematograph Film reserving certain
rights by the Author
THIS AGREEMENT made this the……………… day of…… 20….. BETWEEN
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 581582 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
AB, etc. (hereinafter called ?the Author?) of the ONE PART AND CD, etc.,
(hereinafter called the ?the purchaser?) of the OTHER PART.
WITNESSETH; that in consideration of the payment by the Purchaser of
Rs...... hereby referred by the Author as his Agent for the collection of and
to receipt for same, and other valuable considerations, the receipt of which
is hereby acknowledged, the said Author does hereby sell, assign, transfer
and set over unto the Purchaser the literary property and copyright in the
story entitled......, originated, composed and written by the Author and
published in India in serial form in the magazine entitled ?................. ? of the
issue of.......and...... 20....., together with the sole and exclusive right to use
the said story or literary composition and the plot, situations, and theme
thereof in the production of Cinematograpgh film in India or any part thereof;
and also together with the right to cause scenaties or continuities to be
written therefrom in which may be contained so much and such parts of
the materials of such story or literary composition as the Purchaser in its
discretion may elect to adapt or use in the Production of Cinematograph
film and also together with the right to eliminate, modify, substitute, add to
or rearrange at the Purchaser?s discretion the material contained in the said
story or literary composition entitled ?.............. ? and/or in combination with
other material in such form and to such extend and under such name and
title as the Purchaser in its sole discretion may elect to adapt or use in the
production, of Cinematograph film and also together with the right to
circulate, distribute, sell, give, lease, licence, exhibit, exploit, traffic in or
otherwise dispose of the cinematograph film produced therefrom, including
the negative and positive prints or copies or reproductions thereof through-
out India; and also together with the sole and exclusive right to apply for
the registration of and secure copyright in the Cinematograph film produced
therefrom in its own name or otherwise according to its discretion in India
and in all other parts of the world where copyright registration or registration
equivalent to copyright is procurable; and also together with the right to
collect and receive and retain for itself all moneys payable by any firm,
corporation or individual for any right, title or interest thereon assigned,
granted or licensed or conveyed by the Purchaser, without duty or
obligations on the part of the Purchaser to account to the author for the same
or any part thereof, but always saving and reserving to the Author the full
right, power and privilege of publishing said story or literary composition
by the use of printed words and of producing and presenting same upon
the legitimate stage with living actors, but not otherwise;
To have and to hold the same unto the purchaser, its successors and
assigns, forever.
As an inducement to the Purchaser to enter into this agreement and
make the payment provided for herein, the said author covenants and
specially warrants and guarantees that the aforesaid story or literarycomposition was originated, composed and written by the said Author; that
the theme and plot thereof will not infringe the literary, artistic or dramatic,
rights or copyright or literary property of any firm, corporation or individual
in any part of the world; that said Author has not sold assigned, transferred
or otherwise disposed of the Cinematograph, rights in the said story or
literary composition in or for any part of the world, nor licensed nor in any
manner authorized the use of said story or literary composition or the plot
or theme thereof in the production of Cinematograph film and that said story
or literary composition entitled ?.............. ? was published in serial form in
India by the............... Magazine Company, in the magazine entitled ?............ ?
in the issues of............................. and............, 20......, duly registered for
copyright in India on............ day of.................., 20..... day of.................,
20........... day of................, 20......... day of.................... 20, in the name of
the.................... Magazine Company, under the following entry numbers:
here set out copyright entry numbers.
AND the copyright so taken in the name of.................... Magazine
Company, was heretofore duly assigned to the Author by said...................
Magazine Company and the original assignment of said copyright is
annexed hereto and delivered to said purchaser herewith, and the Author
hereby warrants that such Author has full warrant and authority to make
this agreement in respect of said literary property and the copyright therein.
Said author hereby agrees for himself his personal representatives and
assigns to indemnify and hold the purchaser, its successors and assigns,
harmless from any claims, demands, suits, judgment, actions or causes of
action arising from or growing out of the production and distribution by the
Purchaser of Cinematograph film produced from and based upon the plot,
theme and situations in said story or literary composition entitled ?............... ?,
except that such agreement of indemnity shall have no application to any
new matter added to the story as written by the Author or introduced by the
Purchaser in the Cinematograph film produced therefrom.
The purchaser agrees to cause the Author?s name as the Author of said
story to be shown on one of the main titles of each positive print of the
Cinematograph film produced from said story or literary composition, and
whenever practicable, upon posters and tradepaper advertising.
It is mutually agreed (i) that wherever the words ?Cinematograph films?
appear herein they shall be deemed to include the exclusive rights to
produce or make or cause to be produced or made motion pictures and/
or sound films and/or video films by any method or process now known or
hereafter discovered; (ii) that whereas the Author reserves as aforesaid the
rights in the story or literary composition entitled ?.............. ? for the purposes
or production upon the legitimate stage and for publication by the use of
printed words, such reservation shall not be deemed to impair or diminish
the purchaser?s right to record any or all of the words of the story ?................ ?
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 583584 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
for reproduction in synchronism with the action of the Cinematograph films
produced therefrom.
Without limiting the generality of the foregoing, it is further agreed that
the rights herein granted to produce or make or cause to be produced or
made motion pictures and/or sound films and/or video films shall vest in
the Purchaser the sole and exclusive right, power and privilege of
registering, inscribing, impressing, imprinting, photographing, engraving or
otherwise by any and all appratus, devices, means, methods, processes
and/or instrumentalities of whatsover kind or nature now or hereafter used,
devised, invented or discovered, recording (hereinafter called ?Sound
Record?) upon, in or with any substance the words, language dialouge and
writings of the Author contained in said literary material, in whole or in part,
including any modification, translation, or rearrangement thereof or addi-
tions thereto for the artificial reproduction or vocalization by the Purchaser,
its Agents, Lessees, Nominees or Assigns at any time or times, place or
places, throughout India by any and all apparatus, devices, means,
methods, processes and/or instrumentalities of whatsoever kind or nature,
now or hereafter used, devised, invented or discovered of such words,
language, dialogue and writings contained in said play or dramatic
composition in synchronism or coordination with, or independently of,
Cinematograph films produced from or based upon said story or literary
composition; and for that purpose and to that end the Purchaser shall have
the right to cause such words, language, dialogue and writings, including
translations thereof in any language, either with or without musical
accompaniment at Purchaser?s discretion, to be read, recited, spoken,
sung, uttered and/or vocalized; Purchaser shall have the sole and exclusive
right,licence, power and privilege to circulate, distribute, sell, give, lease,
license or otherwise traffic in or deal in or with such sound records and to
grant licences to or otherwise authorise others so to do throughout India.
IN WITNESS WHEREOF , etc.
16
Agreement between a number of Producers of
Cinematograph/Video Films and creating sole
Agency for Distribution
THIS AGREEMENT made this.................. day of............... 20... BETWEEN
A.B., etc. a...................... Corporation (hereinafter called ?the First Party?)
of the ONE PART and CD etc., a.................... Corporation (hereinafter called
the ?the Second Party?), the..................... Manufacturing Company,
a...................Corporation, (hereinafter referred to as ?the Third Party?);
the................. company (hereinafter referred to as ?the Fourth Party)and.................... Company a.................. Corporation, (hereinafter called
?the Fifth Party?) of the OTHER PART, WITNESSETH :
WHEREAS, the First party has been incorporated for the purpose of acting
as an agent;
AND WHEREAS, the Second, Third, Fourth and Fifth Parties are each
engaged in the production and manufacture of motion picture photoplays.
NOW, therefore in consideration of Rs............. paid by each of the parties
hereto to each of the other, the receipt of which is hereby acknowledged,
and the mutual covenants herein contained, each of the parties hereto
agrees with each and all of the other parties hereto as follows :
1. The Second, Third, Fourth and Fifth parties hereto, each for itself
hereby appoints the First Party its sole and exclusive agent for the various
countries for the entire distribution and disposition in said countries of
certain of its motion pictures photoplay products as hereinafter provided.
2. The First Party hereby accepts the said agency appointment.
3. Each of the Second, Third, Fourth and Fifth parties agrees that during
each period of............... days hereafter, it will furnish exclusively to the First
Party, for distribution and disposition in the various countries, as many prints
as the First party may require, within a minimum of twenty and maximum
of fifth, of a special feature motion picture photoplay which has never before
been exhibited to the public; except that such maximum may be increased
by each of the manufacturing parties hereto; and except that it is mutually
agreed that the............... Company of..................... may exhibit such a
motion picture, both before and after the delivery of prints thereof to the First
Party, at one theatre in the city of..................... conducted by the.....................
Company of.................. or by the .......................... such exhibition at the said
theatre to be independent of the First Party and without the First Party
having any interest in the proceeds derived therefrom; and each of the other
manufacturing parties hereto shall have a like right to exhibit in one theatre
in the various countries conducted by it or by a subsidiary company of it.
4. The First Party agrees, upon the receipt of prints of each special
feature motion picture photoplay, to use its best efforts to rent, lease or sell
the exhibition rights of such prints in the various countries.
5. It is mutually agreed that the terms and conditions of the said
distribution of such prints shall be determined solely by the First Party;
except that each manufacturing party hereto may set a minimum and
maximum price or prices for the distribution or disposition of its product; or
may employ at its own expense one or more representatives to determine
such terms at the office or offices of the First Party.
6. It is mutually agreed that the total proceeds derived from the said
distribution or disposition of said prints of each special feature motion
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 585586 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
picture photoplay shall be divided as follows:.............. per cent thereof to
the First Party and the balance of.................. per cent thereof to the
producer or manufacturer of the prints, the said................... per cent to be
paid to the producer or manufacturer at the end of each week.
7. It is further mutually agreed that the total expense of conducting the
business of the First Party shall be charged against the............... per cent
derived by the First Party from the prints furnished by each of the other
parties hereto in the proportion or ratio that the reels of negative in the
motion pictures furnished by the Second, Third, Fourth and Fifth parties
respectively during each period of six months after the date hereof bears
to the total number of reels of negative furnished by all of the said parties,
exclusive of the First Party, during the said period.
8. It is further mutually agreed that at the end of each period of six months
hereafter a dividend shall be declared from any surplus remaining with the
First Party, after the payment of expenses as above provided upon the
issued and outstanding preference share of the First Party, such dividend
to be charged against the...........per cent derived from the motion pictures
furnished by each of the Second, Third, Fourth and Fifth parties in precisely
the said ratio or proportion and by precisely the same method of calculation
as is provided for the preceding paragraph for computing the manner in
which the total expenses shall be charged.
9. In the event of the First Party purchasing or otherwise acquiring a
negative or prints, or both, of a motion picture not produced or manufactured
by any of the other parties hereto, the expense of such acquisition and the
expense of exploiting the products so acquired shall be charged against
the....per cent derived from the prints furnished by each of the Second,
Third, Fourth and Fifth parties in precisely the same ratio or proportion and
by precisely the same method of calculation as is provided for in the two
preceding paragraphs, in whatever period of six months such expenses
shall occur, and the profits derived from such exploitation shall be devided
among the Second, Third, Fourth and Fifth parties in precisely the same
ratio or proportion and by precisely the same method of calculation as
heretofore provided for, in whatever period of six months the same shall
occur.
10. After the charges herein provided for have been made against
the.......... per cent derived by the First Party from the prints furnished by
each of the Second, Third, Fourth and Fifth parties, as herein provided for,
the balance of...per cent, derived as aforesaid shall be returned to the
manufacturing party whose pictures shall have earned the same.
11. It is mutually agreed that each of the manufacturing parties hereto
shall furnish at its own expenses all stationery, posters, lithographs,photographs, display materials and any and all other forms of advertising
for the exploitation of its own produce, it being the intention hereof that no
part of such expense shall be borne, directly or indirectly, by the First Party.
12. It is mutually agreed that the special feature motion picture photo-
plays to be furnished hereunder shall consist of four or more reels.
13. It is mutually agreed that a reel shall consist of approximately one
thousand feet of negative.
14. It is mutually understood and agreed that whenever the words
?motion pictures? appear herein they shall be deemed to include Cinemato-
graph and/or sound films and/or video films.
15. It is mutually agreed that this agreement shall endure and be binding
on each of the parties until a period of...................... days after the receipt
by all of the parties hereto of notice in writing from three of the
manufacturing parties hereto that each of them desires to terminate this
agreement.
IN WITNESS WHEREOF , etc.
17
Employment of Writer for writing works on Motion Picture
[Letter form]
To
Dear………..
1. We engage your exclusive services for a period of……………. commenc-
ing on ………….. at our studios at……….. which you have agreed to accept.
You assure us you are free from any obligations to others preventing you
from entering into and fully carrying out the terms of this agreement.
2. The services you agree to render us are to write original stories and
dialogue, and adaptations and treatments for motion pictures of various
types, including silent and sound motion pictures and such other services
as are customarily performed by our writers.
3. For these services and the rights herein granted we will pay you, and
you agree to accept in full therefor, compensation the rate of Rs……….. per
week.
4. You will comply with our reasonable studio regulations and render all
such services under our direction and to the best of your ability and
whenever required by us, and shall not write for nor render any services
to others during your employment with us, except that you agree that we
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 587588 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
may lend your services to others engaged in producing motion pictures and
in such event any breach of this agreement by such others shall not be
considered as to us a breach of or ground for termination of this agreement
so long as we pay you your compensation named herein as it becomes due,
which payments we always agree to make as herein provided.
5. You agree that your writings for us will be original with you and that
our full use of them will not conflict with any rights of others, and you agree
to defend claims of infringement as to such writings and save us harmless
from any damage we may suffer therefrom. You, of course, do not guarantee
the work of others we request you to adapt their writings or to collaborate
with them.
6. All your writings and products of your services to us during this
employment, and all rights therein, are to be solely our property, we being
deemed in law the sole author and creator thereof and you acting entirely
as our employee. We shall own all copyright and have all rights of copyright
renewal. Whenever requested by us you will execute and deliver further
instruments warranting and confirming in us all such rights and property.
You also confirm in us full right to adapt, change, take from, add to, and
use and treat in every way your writings and products of your services
furnished us during this employment. We have the exclusive right to use
your name and photograph in connection with such writings and we agree
to give you customary screen credit in connection with any photoplays
produced by us from any of your original stories or dialogue.
7. If you are incapacitated from performing your full services to us, your
compensation for such time shall be suspended, but we may extend this
term for an equal period. If the period of such incapacity or the aggregate
thereof is for over............. weeks we may terminate this agreement.
8. If our production work at the studio is generally suspended by reason
of fire, casualty, accident, act of God, strikes, executive or judicial order, or
any unavoidable occurrence, then the obligations of each will be suspended
during the period of such suspension, but if such period exceeds............
weeks either party, may terminate this agreement by sending written
notices to the other, except that we have a week after receipt of your notice
to us of desire to terminate to resume payment of your salary from then on
and thereby continue this agreement.
9. You grant us the following options to extend the original term of your
employment under the same terms and conditions as herein provided,
except the rate of compensation per week shall be as below desig-
nated..............
(a) For an additional term of................ the compensation therefor to
be at the rate of Rs................ per week;
(b) For an additional term of.....the compensation therefor to be at the
rate of Rs............. per week;(c) For an additional term of..................., the compensation therefor
to be at the rate of Rs.............. per week;
Such options must be exercised by us written notice served upon you
personally or sent by post to you at our........... studio, at any time not later
than...... days before the expiration of the preceding term. We may exercise
at one time one or more consecutive options.
10. If at the termination of your employment hereunder you are engaged
in any work or writing for us for a particular picture or pictures in which your
services are not completed, we may nevertheless continue your employ-
ment under the same conditions and the existing rate of compensation until
you complete such services, but not exceeding...............days.
11. We agree to provide you with transports for carrying out your
assignment hereunder.
By signing below under the work ?accepted? you accept this employment
and this becomes the final and complete agreement between us.
?Accepted? Yours truly.
Signature of the Writer Signature of the Company
18
Agreement between a Television Company and an Editor,
Director or Producer to render professional Services
for a Television series
AN AGREEMENT made the.................. day of.................BETWEEN [broad-
casting company] having its registered office at [address] (hereinafter
called ?the Company?) of the ONE PART and [name of Director, Editor or
Producer] of [address, etc.] (hereinafter called ? the Director or Editor or
Producer?) of the OTHER PART.
WHEREAS the Director [or Editor or Producer] is a freelance self-
employed television director [or editor or producer] whose services the
company wishes to engage in connection with [details of series or individual
programme] (hereinafter called the series) upon and subject to the terms
and conditions hereinafter set out.
NOW IT HEREBY AGREED as follows :
1. The Company hereby engages and the Director [or editor or Producer]
agrees to render his profession services [exclusively] to the Company for
a period of…………… commencing on the………………… day of…………….. in
the capacity of Director [or Editor or Producer] of the series.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 589590 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
2. Throughout the period of this engagement the Director [or Editor or
Producer] shall perform all duties normally discharged by a Director [or an
Editor or a Producer] of a first class television services in the manner and
to such extent as required and subject to the general directions of the
company including (but not by way of limitation).
(1) attendance at meetings concerning the planning and preparation
for production the allocation of the agreed budget and the settling
of the final script for the series;
(2) the supervision of rehearsal and arranging studio days and any
location work;
(3) the submission for clearance in time for any performance of all
music (whether or not to be recorded) and particulars of any
children or young persons whose services may be used in the
series;
(4) the direction [or production] of the series for the final video-
recording broadcast performance in accordance with the agreed
schedule and the supervision of the cutting and editing of video-
tape and or film material and the carrying out of all the functions
of a director [or producer] to ensure the completion of the
production and performance of the series in accordance with the
approved budget and production schedule;
(5) the exclusion from the series of?
(a) any material including (but not limited to) anything in his own
contributions which he might have reason to believe was not
original and might infringe copyright or which might be defamatory
of any person, firm or company;
(b) any material contrary to any statute or any regulations or declared
policy or guidelines of the Central Government on the censorship
of any film for public exhibition; or
(1) generally advising on the selection of writers;
(2) the discussion with writers of story outlines and draft scripts
in accordance with the overall plans for the series and the
supervision of the delivery of contracted material;
(3) the attendance at script conferences read-throughs rehears-
als and recordings of the series and interviews with prospec-
tive writers at such times as required by the Company;
(4) the revision and editing of material submitted by writers in
collaboration with the production executives of the Company
to the intent that the final version of the scripts of each
programme shall be?
(a) of the required length;(b) in conformity with the agreed story-lines and character
development of the series;
(c) free of any material contrary to any statute or any
regulation or declared policy of the Central Govern-
ment or the Board of Film Censor or the Company;
3. The Director [or Editor or Producer] undertakes, warrants and
agrees?
(1) to render his services conscientiously and to the best of his skill
and ability in willing co-operation with any person appointed by the
Company in connection with the series.
(2) that he is free to enter into this agreement and will throughout the
continuance of his engagement regard himself as on first call to
the company and to arrange his commitments to any third party
so as not to conflict with his obligations to the Company;
(3) Not to pledge the Company?s credit or enter into or negotiate any
unauthorised commitments or contracts on its behalf;
(4) not to make public any information concerning the series or any
of the Company?s production the engagement of writers or artists
therefor or the Company?s business generally except with the
Company?s consent and by arrangement with the Company?s
press department.
(5) that the copyright and all other rights in the products of his services
hereunder shall belong to the Company absolutely which shall
include any contribution made by him to the scripts;
(6) to keep the Company informed of his whereabouts at all times
during this engagement;
(7) on the termination of this engagement to surrender to the Com-
pany all manuscripts and drafts of story outlines scripts and other
material in his possession relating to the series and the original
of any material written or devised by himself in respect of which
he shall be entitled to retain a copy;
(8) to observe the rules regulations and procedures in force at any of
the Company(s) premises for safety and administrative purpose;
(9) that nothing herein shall be deemed to constitute an appointment
to the Company?s staff.
4. The company undertakes and agrees?
(1) to make available at its premises reasonable office accommo-
dation and secretarial services as necessary from time to time to
enable the Director [or Editor or Producer] to carry out his duties;
(2) to accord the Director [or Editor or Producer] appropriate credit on
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 591592 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
all screen in any broadcast of the series under the control of the
company.
(3) that it has or will have at the material time the right and title to all
literary and musical material used in connection with the produc-
tion of the series.
5. As full and inclusive remuneration for all the services rendered by the
Director [or Editor or Producer] hereunder and as consideration for the
copyright in all material contributed by him to the series in the course of
production the Company agrees subject to the provision of clause 7 hereof
to pay him the fee of Rs……….. which shall accrue due and be payable
by…………… equal consecutive weekly [or monthly] instalment commencing
on the………….. day of…………..
6. If the Company decides to discontinue the production of the series
or not to use all or any of the services of the Director or Editor or Producer
it shall incur no liability for damages or otherwise for alleged loss of publicity
or opportunity for the Director [or Editor or Producer] to enhance his
professional reputation subject to the payment in full of the fee provided in
clause 5 hereof.
7. (1) In the event that?
(a) the Director [or Editor or Producer] is prevented from rendering his
services on account of illness injury or any mental or physical
capacity for………….. consecutive days or an aggregate of……………
weeks during this engagement ; or
(b) circumstances beyond the control of the Company including but
not limited to fire natural catastrophe or other disaster, civil
disturbance, industrial dispute or the order of a public authority
prevent delay or interrupt production of the series;
The Company shall be entitled by notice in writing to the Director or
Editor or Producer given at any time during the continuance of any of the
above mentioned events to suspend this engagement and the payments
due hereunder (except for any arrears) for so long as any such event shall
thereafter continue.
(2) If and when any suspension pursuant to the paragraph (a) of sub-
clause (1) has continued for………………. consecutive weeks or longer the
Company may by written notice terminate this engagement and if it was
pursuant to paragraph (b) of sub-clause (1) and has continued for………………..
consecutive weeks or longer either party shall be entitled at any time during
its further continuance by notice in writing to the other to terminate this
engagement.
8. The Company shall be entitled to assign the benefit of this agreement
in whole or in part to any third party and shall not thereby be relieved of
its obligations to the writer.9. Any notice under this agreement shall be in writing and may be served
on the party upon whom it is to be served by sending it by registered post
or recorded delivery to that party?s registered office or if that party is not
a Company to his last known address.
IN WITNESS WHEREOF etc.
19
Agreement between a copyright owner or Author and a
Theatrical Manager for the Production of a Play
in a particular Theater
AN AGREEMENT made the…………….. day of………….. BETWEEN [owner]
or [address etc.] (hereinafter called ?the Owner?) of the ONE PART AND
[theatrical manager] of [address, etc.] (hereinafter called ?the Manager?) of
the OTHER PART.
WHEREAS:
1. The Owner is the sole Owner of the copyright in a certain play [or drama
dramatic entertainment, comedy, comic, opera, musical comedy] called
[name of play] (hereinafter called ?the Play?) and is also the author thereof
[or written by................... (hereinafter called ?the Author?)]
2. The Manager desires to produce and perform publicly or arrange for
the production and public performance of the play.
NOW IT IS HEREBY AGREED as follows:
1. In consideration of the undertakings of the Manager to make the
payments and as otherwise hereinafter set out the Owner hereby grants
to the Manager a licence to produce and perform the play for the period
of…………… from the …………………. day of……………….. [or for so long as the
play shall run continuously at the..................Theater] but so that such
licence shall not extend to theatres or places of public entertainment other
than the………………Theatre [The play shall be deemed to be continuously
run notwithstanding that the said theatre is closed for vacations (consisting
of the following days namely) or temporarily by the order of any competent
local or Government Authority]
2. The Owner warrants, undertakes and agrees:
(1) that the owner is vested with the copyright and all other rights in
and to the play both as set out in the first recital hereto and as
required to make the grant of the licence in respect of the play in
accordance with this agreement;
(2) that the play is original and (a) does not infringe the copyright or
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 593
G : CDD (Vol. 3) ? 38594 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
any right; and (b) is not (to the best of the owner?s knowledge and
belief) defamatory of any person firm or company;
(3) not to grant the right to perform the play to or license or authorise
the production and public performance of the play by any other
person or persons whomsoever during the continuance of this
agreement within the limits following namely? [or within the limits
aforesaid:]
(4) that the Manager shall be entitled to commence any proceedings
in the name of the Manager or the Owner or both that may become
necessary for the enforcement or protection of the licence hereby
granted and for the recovery of damages or penalties for the
infringement of such licence and in any such proceedings to afford
to the Manager all reasonable assistance on condition that the
Manager shall pay or reimburse the Owner the expenses of or
occasioned by any such proceedings [except that if any such
proceedings shall fail or any costs shall be thrown away by reason
of any want or defect of or in the title of the owner to the play the
owner shall pay all costs and expenses which the Manager shall
incur or shall be liable to pay therein or in relation thereto].
3. The Manager undertakes and agrees:
(1) On the……………… day of………………….. or as soon thereafter as
possible [or immediately upon the withdrawal of the play now being
played at the said theatre] to produce the play at the said theatre
in an adequate and complete manner with a good and efficient
company with suitable and proper scenery and adjuncts and to the
said satisfaction of the Owner [or Author;]
(2) to allow the Owner [or Author] to call for and direct rehearsals and
to comply with all reasonable objections and requirements made
by the Owner or Author;
(3) that the Owner [or Author] shall be entitled to be consulted about
the selection and engagement of any member of the cast or chorus
and that any reasonable objections and recommendations shall
be considered by the Manager;
(4) to pay all the expenses of the production and performance of the
play and all the cost of advertising and announcing the play;
(5) to transmit by post or otherwise to the owner or every Monday a
detailed statement signed by the theatre manager or in his
absence by the acting manager of the receipts of the day and
evening performances during the previous week;
(6) to cause the play to be produced and acted in every respect
according to the manuscript thereof and to make no alteration,omission or addition whatever by the theatre manager, performers
or others persons whomsoever without the consent in writing of
the owner [subject only to such minor revisions, cuts or alteration
as the Manager may conscientiously consider necessary in the
interests of good theatre production;]
(7) properly and sufficiently to advertise the play and to cause the
author?s name to be inserted in all advertisements, notices,
announcements, bills, posters and programmes of the play as the
author thereof;
(8) not to assign or sub-licence hereby granted without the consent
in writing of the owner [or author which shall not unreasonably be
withheld in respect of any assignment or sub-licence to an
associated or subsidiary company of the Manager?s but so that
the owner shall not be precluded from requiring payment of a
reasonable sum in respect of any legal or other expenses incurred
in connection with such consent;]
(9) not at any time during the continuance of this agreement to reduce
the charges for admission to the various seats and parts of the
theatre nor allow any free admissions to the theatre without the
consent of the Owner [or Author] (except only to the authorised
representatives of the press);
(10) to allow the Owner [or Author] and any person or persons
authorised by the Owner [or Author] and not exceeding…………..
in number during any performance of the play to use and occupy
without fee or charge the box [describe position] and to enter and
occupy seats………… in the [state where].
4. (1) The Manager shall pay to the owner the sum of Rs………. upon the
signing thereof which shall be taken and received on account of royalties
hereinafter provided but shall in no case be repayable by the owner to the
Manager.
(2) The Manager shall pay to the owner during the said period [or during
the continuous performance at the said theatre of the play] a royalty equal
to Rs………..per cent of the gross receipts of each week (or part of a week
if part only) of the said theatre [or the theatre at which the play shall for the
time being be performed under this agreement] up to Rs………. but shall not
exceed Rs….. and further for every week in which such gross receipts shall
exceed Rs…. shall pay to the owner a royalty equal to……….. per cent…………
of the gross receipts over the sum of Rs…………… and if such gross receipts
during any week shall exceed the sum of Rs………….. shall pay to the author
in respect of every such week instead of the aforesaid royalties a royalty
equal to Rs………….. per cent of the whole gross receipts of the said theatre
for such week, the said royalties shall be calculated at the end of each week
and paid not later than the Monday following.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 595596 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
5. If the Manager continues to fail to perform or observe any of the
provisions hereinbefore contained after seven days? written notice from the
owner to remedy the default [or shall fail to produce the play as aforesaid
on or before the........... day of................] or shall become bankrupt or enter
into any composition or arrangement with creditors or being a company
shall go into liquidation voluntary or compulsory (save for the purpose of
amalgamation or reconstruction) the owner shall be entitled to give to the
Manager ? weeks? notice in writing of the owner?s intention to revoke the
licence hereby granted in respect of the play and on the expiration of such
notice the licence shall automatically end without prejudice to any rights
the owner may have for royalties under or damages for breach of this
agreement. Save as in this clause provided the owner shall not be entitled
to revoke the licence hereby granted.
6. This agreement shall not in any way constitute or be deemed to
constitute a partnership between the parties hereto.
7. Any notice required by this agreement shall be sent by prepaid letter
addressed to the party to be served at the above-mentioned address for
that party or any other address subsequently notified for the purpose and
shall be deemed to have been duly served forty eight hours after posting.
IN WITNESS WHEREOF etc.
20
Agreement between a film producing Company and a
Writer to write a screenplay
AN AGREEMENT made the…………….. day of……………. BETWEEN (film
production company) having its registered office at (address) (hereinafter
called the producer) of the ONE PART AND (writer) of (address) (hereinafter
called the Writer) of the OTHER PART:
WHEREAS the producer wishes to engage the writer to write a full length
treatment (hereinafter called the treatment) which includes a screenplay
(hereianfter called the screenplay) based on an original (unpublished) story
by (author) under the title………………. for a first (or second) feature film of
not less than……………. minutes duration (hereinafter called the film) for
distribution and exhibition throughout India upon and subject to the
following terms and conditions
NOW IT IS HEREBY AGREED as follows :
1. (1) The Producer hereby appoints the writer and the writer accepts
the appointment to write and deliver the treatment to the Producer not later
than the……………… day of………………(2) Subject to and within six weeks after the due delivery of the treatment
the producer shall give written notice to the writer as to whether or not a
draft screenplay will be commissioned. If so required the writer shall
forthwith proceed to write a full draft screenplay and deliver it to the producer
not later than the expiration of weeks after the date of the said notice.
(3) Subject to and with six weeks after delivery of the first draft of the
screenplay the producer shall give a further written notice to the writer as
to whether or not a final version of the screenplay will be commissioned.
If so required the writer shall forthwith proceed to write a final version of
the screenplay which shall be delivered within……………. weeks after the
date of the second notice.
2. The writer warrants, undertakes and acknowledges.
(1) that he is free to enter into this agreement and is ordinarily a
resident of India.
(2) that except in so far as the products of his service and the works
commissioned hereunder are based upon or may incorporate
ideas supplied by the Producer all material written by the Writer
pursuant to this agreement will be original in him and will not
infringe the copyright or any other right of any person, firm or
company and will not (to the beat of his knowledge and belief)
contain matter defamatory of any person, firm or company;
(3) to render all services required of him by the producer diligently and
to the best of his skill and ability and in accordance with the general
requirements of the Producer and in willing co-operation with script
editors, writer or production executives appointed by the Producer;
(4) when delivering the treatment and draft or final screenplay to
supply the producer with three bound clearly typed copies of each;
(5) to make such minor revisions, alterations and additions to any or
all of the treatment, draft screen play or final screen play a the
producer may require after delivery thereof;
(6) not to make public information concerning the writing of the
treatment or the screenplay or the production of the film without
the consent of and by arrangement with the Producer;
(7) that in the event of the film not being based on the screenplay the
liability of the Producer shall be limited to the payment of the fees
due upon the conditions and in accordance with the terms of this
agreement and to the giving of credit as stipulated in clause 6
hereof.
(8) that nothing herein shall prevent the producer engaging other
writers to work in connection with the treatment and screenplay.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 597598 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
3. As full and final consideration for all the Writer?s services and the
copyright in all work delivered by the writer hereunder the producer agrees
to pay to him the following fees
(1) in respect of the treatment the fee of Rs............ payable as to one
third on the signature hereof, one-third on the .............. day
of............. and one third upon and subject to delivery thereof;
(2) on condition that the producer has given notice under sub-clause
(2) of clause 2 requiring the writer to write the draft screenplay the
fee of Rs..........payable as to one third on the giving of the said
notice one-third on the.................... day of.................. and one-third
upon and subject to delivery thereof;
(3) on condition that the producer has given the notice referred to in
sub-clause (3) of clause 3 hereof that it requires the writer to write
the final screenplay a fee of Rs............ payable as to one third upon
giving the said notice one third upon and subject to the due delivery
thereof and one third upon and subject to the completion by the
writer of any revisions required by the producer or in the absence
of such requirement within twenty-eight days after delivery;
4. An amount equal to.............. per cent of the net profits of the
production as defined and payable in the manner provided in the schedule
hereto (on account of which an advance of Rs.. shall be paid on signature
hereof and which shall not be returnable in any event). Provided that nothing
herein shall constitute an undertaking by the producer that the film will be
produced or that the writer will be required to write the draft and the final
screenplay (or either of them).
5. The entire copyright in the treatment and the draft and final screenplay
and in the products of all services rendered by the writer pursuant to this
agreement shall vest in and belong to the producer absolutely throughout
India for the full term of copyright and all renewals and extensions thereof
and the writer undertakes at the cost of the producer to perform such acts
and execute such instruments as may be required to assure the title of the
producer to such copyright. The producer shall be entitled to such copyright
whether or not the film as produced is based substantially on any work
written by the writer.
6. The producer undertakes to give to the writer such credits as shall
be due in respect of the film in accordance with the terms of this agreement.
7. The producer shall be entitled to assign the benefit of these agreement
or to make available the services of the writer to any other party being
associated with or a subsidiary of the producer but shall not thereby be
relieved of its obligations to the writer hereunder.
8. All payments due to the writer hereunder shall made to his dulyauthorised agent (name of agent) whose receipt therefor shall be a valid
and sufficient discharge of the producer?s liability in each case unless and
until the writer has notified the producer or any other payment instruction.
9. Any notice under this agreement shall be in writing and may be served
on the party upon whom it is to be served by sending it by registered post
or recorded delivery to that party?s registered office or if that party is not
a company to his last known address.
IN WITNESS WHEREOF , etc.
21
Agreement between Film or Television production Company
and Company making available a Star Actor?s Services
for a fee and a share of profits
AN AGREEMENT made the................ day of.................... BETWEEN [name
of film or Video recording company] having its registered office at [address]
(hereinafter called ?the Producer?) of the FIRST PART [name of company
making available the actor?s services] having its registered office at
[address] (hereinafter called ?the Lender?) of the SECOND PART AND [name
of actor] (hereinafter called ?the Artist) of the THIRD PART]
WHEREAS:
1. The Producer is engaged in the production of [a series of colour
cinematograph films each of approximately................. minutes duration
under the series title] [or a feature film tentatively entitled] (hereinafter called
?the production?).
2. The lender is a company incorporated under the Companies Act and
is exclusively entitled to the benefit of the artist?s services which it has
agreed with the producer to make available with the artist?s consent upon
and subject to the terms and conditions hereinafter set out in connection
with the production.
NOW IT IS HEREBY AGREED as follows :
(1) The Producer hereby engages the lender and the lender agrees to
make available and the artist agrees to render the artist?s [exclusive]
services to play the part of [name of role] in the production to the extent
and in the manner required by the producer and in accordance with the
provisions of sub-clauses (2) to (4) of this clause.
(2) The artist?s services shall be available at first call for a period
of…………. weeks (hereinafter called the first call period)…………….Studios
and on location for the principal photography of the production and
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 599600 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
whenever required at second call before or after the first call period for
preparation and part production work.
(a) from on or about the................. day of............... for a period
of........... consecutive weeks for pre-production [and location] work
(hereinafter called the pre-production period);
(b) ………………..weeks immediately following the completion of the
first call period (hereinafter called the post-production period) for
any retakes, additional scenes, post synchronisation and related
activities.
(3) The artist shall render all services required to the best of the artist?s
professional skill and ability in willing co-operation with the others and in
the manner required by the producer to the intent that the artist in playing
a major role shall make a significant contribution to the success of the
production.
[or (3) The artist shall perform as and to the extent and when and where
required in up to................films to complete the said series which consti-
tutes the production.]
2. The lender hereby warrants, undertakes and agrees?
(1) that it is and will be at all material times during the currency of this
agreement exclusively entitled to the benefit of the artist?s services
with the right to make them available to third parties throughout
the world;
(2) that the artist?s services have not been and shall not be made
available otherwise than to the producer so as to prevent or limit
the rendering of any services required hereunder;
(3) to pay the artist such monies as may be due to the artist by the
terms of the agreement whereby the lender is entitled to the artist?s
services so that the payments to the lender made by the producer
hereunder shall represent the full and final consideration for all the
artist?s services in connection with the production;
3. (1) Subject to the lender making available the artist?s services and
to such services being rendered in accordance with this agreement then
subject only to the rights of suspension and termination hereinafter
provided the producer agrees to pay to the lender:
(a) an inclusive fee of Rs……………. in respect of the artist?s services
during the first calls period payable by……………… instalments on
[state days of payment];
(b) an inclusive fee of Rs…………… in respect of any day on which the
artist is called and renders services at second call payable at the
end of any week in which such services are rendered;(c) an amount equal to…………… per cent of the net profits of the
production as defined and payable in the manner provided in the
schedule hereto [on account of which an advance of Rs.............
shall be paid on signature hereof and which shall not be returnable
in any event].
(2) The fees payable under sub-clause (1) of this clause shall not include
payment to the lender for overtime and night work services rendered by the
artist and the producer agrees to pay the lender for any such additional
services an additional fee of Rs………. such fee shall be paid to the lender
if and whenever any additional remuneration shall be due to the artist in
respect of any of the above-mentioned additional services.
4. The producer further agrees;
(1) if the artist is required to render services on location beyond a
radius of thirty miles from………… to remain overnight away from
the artist?s usual place of residence to pay for or provide appro-
priate hotel and living accommodation;
(2) if the artist is required in the course of rendering services to travel
beyond a radius of thirty miles from………… to pay the [first class]
travelling expenses involved.
5. The artist and the lender jointly and severally undertake and agree?
(1) that the artist shall reside within a reasonable distance of the
studios or location where the production is to be shot and generally
keep the producer informed of the artist?s whereabouts;
(2) that the artist?s professional services shall not be made available
except to the producer during the first call period without the
consent in writing of the producer which shall not be unreasonably
withheld in respect of any ad-hoc engagement not involving the
same sort of role as played by the artist in the production and which
will not conflict with the artist?s obligations hereunder but that in
respect of any appearance in any advertisement or any engage-
ment in a regular theatrical production such consent may be given
or withheld at the absolute discretion of the producer;
(3) that in connection with the promotion and advertising of the
production and the engagement of the artist?s services therein the
artist shall at the request of the producer during the first call period
attend press conferences and make non-commercial appear-
ances and the like [and also shall render services by performing
in filmed or other recorded ?lead-ins? and ?lead-outs? for standard
programme openings and closings commercials and promotional
trailers as required by the producer].
(4) not without the consent in writing of the producer to make any
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 601602 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
statement or release any information to the press or any member
of the public or any person (except their professional advisers
relating to this engagement) concerning the production or the
business of the producer;
(5) to do such things as may reasonably be required and to assist the
producer to obtain any licence or consent necessary to enable the
artist to render services within or outside the territory in connection
with the production;
(6) that the artist shall comply with all rules and regulations in force
at the studios or any other place where the artist may be required
to render services;
(7) that the artist shall endeavour to maintain a good state of health
so as to ensure the artist?s ability fully to perform services in
accordance with this agreement and the artist shall not at any time
during this engagement or any suspension thereof participate in
any hazardous or dangerous pursuit or voluntarily take any risks
which might prevent the artist from being ready and able at all times
to perform services as required hereunder.
(8) that the artist shall at the requisite and expense of the producer
be examined by the doctor nominated by the producer?s insurers
(in the presence of the artist?s own doctor if the artist so requires).
6. (1) The producer hereby declares that the artist?s performance is
essential for the sale or distribution of the production so that the provisions
of sub clause (b) of clause 13 of the equity agreement shall apply to this
engagement.
(2) For the period of [six] months after the completion of the artist?s
services hereunder the lender and the artist undertake at the request of
the producer to supply information about all prospective major engage-
ments of the artist?s services and the lender will co-operate with the
producer and endeavour to arrange the artist?s engagements accordingly.
7. The producer agrees to accord the artist credit [particulars of credit]
on the negative and all the positive copies made by or under the control
of the producer [of each film] of the production in which the artist appears
together with equivalent credit in all major paid advertising and publicity of
the production issued by the producer. The producer further undertakes to
use its reasonable endeavours to procure that distributors and exhibitors
of the production accord to the artist the same credit but it shall not be liable
to the artist or the lender in the event of any default on the part of any
distributor or exhibitor.
8. (1) The producer shall be entitled to use the name and likeness of the
artist (both in real life and as depicted in the part played by him in theproduction) for the purposes of the promotion and publicity of the produc-
tion. PROVIDED always that the artist shall not be shown as personally
endorsing or recommending any product or services.
(2) The lender and the artist shall not make any arrangement or
agreement whereby any person will acquire the right to advertise, promote,
sell, package or display goods or services or merchandise of any descrip-
tion using the artist?s name or the reproduction of the artist?s physical
likeness in association with the playing of any part in the production. Nothing
in this sub-clause shall be construed as preventing the lender and the artist
from publicising the artist?s appearance in the production in the ordinary
course of advancing the artist?s professional reputation and status in the
entertainment business.
(3) In respect of any merchandising rights in the production which involve
the reproduction of the likeness or any representation of the artist?s role in
the production (including the right to issue photographs of the artist for the
use on the covers of paper-backs or books based on the production) the
producer agrees to pay the lender an amount equal to………….. per cent of
the net monies actually received by the producer from the grant of any rights
involving the artist alone and………….. per cent in respect of the grant of any
such rights involving the artist in combination with other artists or elements
from the production.
9. (1) The artist shall be deemed not to have been reasonably available
for the dubbing of the artist?s voice if the artist fails for any reason to attend
an appointment for this purpose of which the producer has given to the
lender not less that fourteen days prior notice.
(2) The producer shall be entitled to use a double for the artist with or
without the artist?s voice to such extent as it may reasonably require and
provided such double shall not be used in any way so as to be distinguish-
able from the artist to a public audience viewing a public performance of
the production.
10. The producer shall not be obliged to use the artist?s services or to
produce, distribute, exhibit or otherwise exploit the production but nothing
contained in this clause shall relieve the producer of its obligation to pay
to the lender the inclusive fee for the production under paragraph (a) of sub-
clause (1) of clause 3 hereof so that subject to the provisions of clause 11
hereof any outstanding balance thereof not paid by the completion of the
last film of the production [which is made] shall thereupon accrue due.
11. (1) The producer shall be entitled by notice in writing to the lender
given at any time in any of the following events to suspend this engagement
for so long as the event may continue and any time reasonably required
by the producer to resume the use of the artist?s services namely if and
when?
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 603604 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(a) the artist on account of injury, illness or any mental or physical
disability is prevented from performing services hereunder for?
consecutive days;
(b) the physical appearance or voice of the artist has from whatever
cause been affected or changed so that in the reasonable opinion
of the producer the artist is unable to perform any services for ?
consecutive days;
(c) the producer is unable to obtain the renewal of or any insurance
cover on normal terms against the risk of the artist?s incapacity
owing to any mental or physical condition;
(d) the lender for any reason is no longer entitled to the exclusive
services of the artist with the right and power to make them
available in accordance with this agreement;
(e) the artist wilfully fails or refuses to perform services and obligations
to the producer in accordance with this agreement;
(f) the production is prevented curtailed or interrupted by reason of
any cause beyond the control of the producer such as (but not by
way of limitation) war, natural catastrophe, civil disturbance order
of a public authority fire, industrial dispute, withdrawl of labour or
breakdown or interruption of public services and transport.
(2) If and when this engagement has been suspended for....consecutive
weeks on account of any event provided for in paragraphs (b) or (f) of sub-
clause (1) of this clause or forthwith with or without any prior suspension
in any event set out in paragraph (c) (d) or (e) of sub-clause (1) of this clause
the producer shall be entitled by written notice to the lender to terminate
this agreement but without prejudice to the lender?s rights accrued up to
the date of termination or the commencing date of any suspension prior
to the termination (as the case may be) and otherwise subject to the
provisions of sub- clause (5) of this clause.
(3) If and when the producer has suspended this engagement on
account of any of the events provided for in paragraph (a), (b) or (f) of sub-
clause (1) of this clause when the artist is on location the producer shall
nonetheless continue to provide or reimburse the cost of the artist?s travel
and accomodation expenses in accordance with the relevant provisions
hereof.
(4) If and when the producer has suspended this engagement on
account of any event provided for in paragraph (f) of sub-clause (1) of this
clause and such suspension has continued for................... consecutive
weeks or an aggregate of................. weeks the lender shall be entitled by
notice in writing to the producer to terminate this engagement except that
if within one week of the receipt of such notice the producer resumespayment of the fees due to the lender the lender?s notice shall be avoided
and this engagement shall be resumed as from the date of the resumption
of the payment.
(5) Any suspension or termination of this engagement shall be without
prejudice to the rights and remedies of any party for any alleged breach
of this agreement and to their respective right hereunder in respect of
services already rendered by the artist and in the products thereof.
Accordingly, the producer shall be bound forthwith to pay any instalment
which has accrued due under sub-clause (1) of clause 3 hereof [for this
purpose any instalment payable under sub-clause (1) of clause 3 on the
completion of any film which is incomplete at the date of any termination
or prior suspension shall be deemed to accrue at an even rate throughout
the part of the first call period attributable to that film and a proporation of
that instalment shall be payable equal to the proportion of the first call period
equal to that part].
(6) Any termination of this engagement shall subject to the provisions
of sub-clause (5) of this clause be without prejudice to the lender?s rights
to be paid monies by way of net profits from such of the production as shall
then have been completed.
12. Any notice under this agreement shall be in writing and may be
served on the party upon whom it is to be served by sending it by registered
post or recorded delivery to that party?s registered office or if that party is
not a company to his last known address.
AS WITNESS etc.
22
Agreement between a Video-recording Company and one or
more record Artists
AN AGREEMENT made the…………….. day of……………. BETWEEN [record-
ing company] having its registered office at [address] (hereinafter called the
Company) of the ONE PART AND [recording artist] of [address, etc.]
(hereinafter called the Artist(s)) of the OTHER PART.
WHEREBY IT IS AGREED as follows :
1. In consideration of the minimum annual payment and the under-
takings of the company to make additional payments and as otherwise
hereinafter provided the artist(s)hereby grant(s)to the company the exclu-
sive right to call upon the artists to make and itself to make recording of
all descriptions and by all methods now known or hereafter devised
whereby performances by the artist(s) may records as hereinafter defined
during a period of…..
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 605606 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
2. For the purpose of this agreement the expression?record?shall mean
and include any disc tape wire or other contrivance for retaining recorded
sound with or without provision for recorded visual signals and of any type
now known or hereafter devised and intended for sale to the public.Unless
the context hereof otherwise requires and permits that expression shall
refer to records of the artist(s)made by the comapany hereunder.
3. The artist(s) [jointly and severally] warrant(s)that the artist(s) is [or are]
free to enter into this agreement and is [or are] not bound by any agreement
whether written or oral with any third party which would limit or prevent the
performance of any obligation the giving of any undertaking or the grant
of any right to or for the benefit of the company in accordance with this
agreement.
4. The company undertakes and agrees?
(1) to afford the artist(s) the opportunity of making not less than the
following records in each year of the period of this agreement
namely:
(2) to pay the artists a minimum annual payment of Rs………. which
shall not be repayable in any event and in respect of the records
which are sold royalties as defined and in the manner hereinafter
provided.
5. The artist(s) [jointly and severally] undertake(s) and agree(s)?
(1) throughout the period of this agreement to attend recording
sessions either alone or with other artist(s) and musicians as and
where the company may reasonably require for the purpose of
making records;
(2) at each of the aforesaid recording sessions to render services to
the best of the artist(s) skill and ability and to repeat such
performances as may be required and to follow all reasonable
directions and instructions given to the artists on behalf of the
company to the intent a master matrix for each record is finally
obtained which in the opinion of the company is perfect.
(3) not during the term of this agreement or any extension thereof
without the company?s prior written consent to take part in any
performance or render any services whereby that performance is
recorded by any third party for any purpose whatsoever except in
the form either of an ephemeral recording for sound or television
broadcast only or a recording for a sound track to be used solely
in synchronisation with and as part of a cinematograph film for
which the artist(s) shall in either case have obtained and shown
to the company an undertaking from the broadcaster or the film
producer (as the case may be ) that any such recording will notbe used directly or indirectly in any other way and that for this
purpose ?cinematograph film? shall mean only a feature or second
feature film produced and intended for normal cinematograph film
used for any other purposes;
(4) that the recordings which the company has the exclusive right to
call upon the artist(s) to make shall include recordings for the
purpose of any cine-box, visual juke-box or any similar gadget
involving sound or video-recordings or both of them of the artist(s)
performances;
(5) not without the company?s prior written consent at any time before
the date………. years after the end of the period of this agreement
to perform any work which has been included in any record
released by the company hereunder in any circumstances which
enables any third party to make another record in which that
performance is included.
(6) to accept the minimum annual payment and the company?s
undertaking to pay the royalties hereinafter provided as full and
final consideration for all the services rendered by the artist(s) to
the company hereunder and for all the company?s rights in and to
the records resulting therefrom;
(7) not without the company?s prior written consent to assign, pledge
mortgage or charge the artist(s) right to receive any monies under
this agreement;
(8) that any consent required from the artist(s) for making of any of
the records is hereby confirmed and that the benefit of such
consent shall extend to any third party authorised by the company
to manufacture and sell any of the records;
(9) that nothing herein shall in any respect limit or restrict the
company?s right to manufacture, sell and distribute the records in
any manner and in any territories and for any period it thinks fit and
as more particularly provided in clause 11 hereof.
(10) the company shall be entitled to the exclusive right to use and
publish and authorise others to use and publish the artists name(s)
(as publicly known or as agreed between the parties and
likeness(es)) upon the labels sleeves and containers (or any of
them) of each record and in any catalogues, supplements, press
notices and all other publicity and promotional material whatsover
connected therewith.
6. It is mutually understood and agreed that?
(1) each of the artists individually accepts and agrees to be bound by
this agreement notwithstanding any default or incapacity of any of
the other artists;
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 607608 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(2) no change in the membership of the group which consists of the
artists shall be made without the company?s written consent.
(3) any permitted change of membership of the aforesaid group shall
be subject to the condition in sub-clause (6) of this clause and the
execution of a suitable enforcement of the agreement both by any
member who leaves and shall thereby cease to be party hereto
and by any member who joins the said group and shall thereby be
made a party hereto;
(4) any failure by the company to object to any change of membership
of the aforesaid group for which the company?s permission was not
sought or not given shall in no event be regarded as a release of
the remaining artists from this agreement;
(5) nothing herein shall prevent the company from issuing any record
featuring one or more of the artists as a star artists with or without
all or any of the other artists;
(6) in the event of the company releasing any artist from the aforesaid
group the company shall be entitled as a condition of such release
to an exclusive option exercisable by written notice to that artist
at any time before the release date to enagage that artist as an
individual during a period equivalent to the remainder of the period
of this agreement in consideration of a minimum annual payment
and a royalty not exceeding half of that payable hereundr to all the
artists at the time of such release and otherwise upon and subject
to all the terms and conditions of this agreement including the
options to extent the period thereof;]
7. In the event of the [any] artist committing any breach of the terms of
this agreement or wilfully refusing to follow the reasonable directions and
instructions of the company in connection with the rendering of services
hereunder the company shall be entitled forthwith by notice in writing to the
artist [concerned] to determine this agreement without prejudice to any
other right hereunder or at law which the company may have against the
artist in respect of such breach [or to the respective rights and obligations
of the company and the other artists]. In the event of any such determination
the company shall be entitled to set off any special damages or any sums
owed to the company by the artist against any royalties subsequently due
to the artist hereunder.
8. In the event of the [any] artist suffering a deterioration or change of
voice or for any other cause being unable fully to perform the required
obligations hereunder the company shall be entitled by written notice to
terminate the period of this agreement after which the artists shall be
entitled to receive royalties in respect of records then completed in
accordance with the terms hereof.9. (1) The company agrees to pay the artist(s) [collectively] in respect
of records first released during the original period of this agreement whether
sold during that period or sold or incorporated in other records sold during
any extension period of this agreement royalties of?
………………. per cent of the net sales as hereinafter defined:
(2) (For the purpose of sub-clause (1) of this clause;
(a) ?Net Sales? means the balance of the published recom-
mended retail selling price of all records sold by the company
in which are paid for and not returned after the deduction of
(i) statutory levies or taxes as may be imposed and payable
on such sales; and
(ii) the amount of Rs…….. by way of standard allowance for
the cost of sleeves or containers;
(b) records which are?
(i) used for demonstration or advertising purposes;
(ii) damaged or destroyed in transit;
(iii) sold as ?cut outs? after the reccords concerned have
been deleted from the company?s catalogue;
(iv) distributed as free issues to radio or television organisa-
tions or otherwise;
shall not constitute records sold within the meaning of the paragraphs(a)
of this sub-clause.
10. In respect of any record of which part only is filled with the artist?s
performance the artist(s) shall be entitled to receive such proportion of the
royalties referred to in sub-clause (1) of clause 9 as the total time occupies
by the artist(s) performance bears to the whole playing time of the record
concerned.
11. (1) The company shall at all times have absolute discretion as to
whether to stop, continue or discontinue the production or distribution of
any particular record and to fix or alter the price of any record in any territory.
At any time after [six] months from the first issue of any record the company
shall be entitled to re-issue the record in any category at less than the full
price. The royalty payable to the artist(s) in respect of any such re-issued
record shall be reduced proportionately.
12. (1) The company will render to the artist(s) within……….days after
the usual quarter days an account of all the records sold by the company
during the preceding?quarter and indicating the royalties due to the
artist(s) in accordance with the provisions of this agreement together with
payment of the amount shown therein as owing. If the company has not paid
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 609
G : CDD (Vol. 3) ? 39610 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
the said royalties within the said?days or correctly calculates the amount
due to the artists the artist(s) shall give notice in writing to the company
requiring it to remedy its defaults within thirty days. The company shall not
be regarded as in breach of this agreement unless and until it has been
given the said notice and failed to remedy its default within thirty days after
the receipt of the said notice.
(2) The company agrees when requested not more than once in any
period of?consecutive months to make reasonable facilities available to
the artist?s [or artist(s)] duly appointed professional representatives for
inspection of the company?s sales ledger so far as it related to the sale of
records.
(3) All payments due to the artist(s) hereunder shall be sent to the duly
authorised agent of the artist(s) whose receipts therefor shall be valid
discharges of the company?s liability in respect thereof.
13. It is mutually understood and agreed that the company shall have……
separate options each to extend the period of this agreement by……….. each
(hereinafter called the extension periods). Each option shall be exercisable
by written notice from the company to the artist(s) at any time up to one
month before the expiry of the original period of this agreement or of the
preceding extensiion period (as the case may be). Failure to exercise any
option shall automatically cancel the company?s rights to exercise any of
the sunsequent options. During each extension period all the terms and
conditions thereof shall continue to apply except that sub-clause (1) of
clause 9 hereof shall be varied to provide the following royalty rates in the
following extension periods [particulars of extension period].
14. Any notice under this agreement shall be in writing and may be
served on the party upon whom it is to be served by sending it by registered
post or recorded delivery to that party?s registered office or if that party is
not a company to his last known address.
IN WITNESS WHEREOF , etc
23
Agreement between the Television Broadcasting Authority
and a Writer to grant Broadcasting rights in a format for
a T.V. Serial and to commission a Pilot Script with
options for futher scripts
AN AGREEMENT made the………… day of…………….. BETWEEN television
or (broadcasting authority) having its registered office at (address) (here-
inafter called the Company) of the ONE PART AND (writer) of (address, etc.)
(hereinafter called the Writer) of the OTHER PART.WHEREAS the writer is the creator and author of an original idea and
format (hereinafter called the format) for a situation comedy (or science
fiction or thriller) series of television (or radio) programmes (hereinafter
called the series) about (details of subject, character actor, etc) of…………..
minutes duration intended for world wide broadcasting.
NOW IT IS HEREBY AGREED as follows:
1. The commpany hereby commissions the writer and the writer accepts
the commission to write the script for a pilot programme (hereinafter called
the pilot) based upon the format (together with full synopsis for further
programmes in the series (hereinafter called the synopsis).
2. The writer undertakes, warrants and agrees?
(1) to write and deliver the pilot (and the synopsis) on or befor
the……day of and make such revisions thereto as the company
may reasonably require;
(2) to attend conferences and meetings in connection with the
preparation and revision of the pilot and planning the development
of the series as and when the company may require;
(3) not to divulge the nature or idea of the format of the pilot (the
synopsis) or any of the production plans of the company with
regard to any of them and not to show any of the material
comprising any of them to any third party;
(4) that he is free to accept this commission and has not encumbered
and shall not attempt in any way to deal with the copyright or any
other rights which are the subject of this agreement in any way
which would limit or prevent the exercise by the company of any
of its rights hereunder;
(5) that the format (and the synopsis) except to the extent it (or any
of them) may incorporate ideas or material supplied by the
company shall be original and shall not infringe the copyright or
any other rights or (to the best of the writer?s) knowledge and belief)
be defamatory of any person firm or company;
(6) to indemnify the company and keep it indemnified in respect of the
payment of any costs, fees, royalties , damages, expenses or any
other monies it may have to pay or incurs as a result of any breach
of any of the foregoing warranties.
3. As full and inclusive remuneration for the writer?s services and as full
and final consideration for the rights hereinafter provided in the format and
the pilot the company shall pay to him the fee of Rs……….payable (payment
details).In respect of and subject to the production of each programme in
the series based on the format the company shall pay the writer a royalty
of Rs….payable in the case of each programme upon the completion of
production.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 611612 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
4. (1) The company undertakes within.................days after the delivery
of the pilot to inform the writer whether it
(a) accepts the pilot either with or without any revisions;
(b) does not wish to produce the series based on the pilot (and the
synopsis).
(2) If the company required revisions to the pilot it shall inform the writer
who shall forthwith carry out such amendments and deliver the revised
version of the pilot to the company as soon as possible.
(3) If the company rejects the pilot under the provisions of paragraph
(b) of sub-clause (1) hereof the writer shall retain the fees paid under the
clause 3 hereof but neither party shall be under any further obligations to
the other and the copyright in the format and the pilot (and the synopsis)
shall belong to the writer except and to such extent as they may incorporate
any copyright material belonging to the company or any third party.
(4) If the company accepts the pilot under the provision of paragraph
(a) sub-clause (1) hereof then?
(a) the copyright in the format and the pilot shall belong and be granted
to the company throughout (particulars of any territorial limitataion)
for the full period of copyright and all renewals and extensions
thereof provided by the law of any country (for a period of..........years
from the date hereof);
(b) the company shall be entitled to select any of the synopsis for the
series and in respect of each synposis so selected the Company
shall pay the writer the fee of Rs........... as full and final consider-
ation for the copyright therein which shall belong to the company
absolutely and the copyright in any synposis not selected shall
belong to the writer except in respect of any material which
common to the format and to any synposis which has been
selected and any synposis so selected).
5. Upon and subject to the acceptance by the company of the pilot under
the provisions of paragraph (a) of sub-clause (1) of clause 4 hereof?
(1) the company shall plan but will not gurantee to start or complete
the production of any particular number of programmes in the
series based on the pilot (and the company shall be entitled to
commission scripts by any other writers under the provisions of
paragraph (b) of sub-clause (4) of clause 4 hereof);
(2) the company shall commission the writer and he hereby un-
dertakes to write the scripts for..............programmes in the series
(which may or may not (at the company?s discretion) be based on
the aforesaid synopsis);(3) it is mutually agreed that the pilot may be treated as a draft script
for one programme which the writer shall revise if and as required
by the company but any such revision shall not form part of the
commission under sub-clause (2) of this clause and shall not
attract any additional fees;
(4) the writer shall not without the company?s consent accept any other
writing commitment until his services under the aforesaid commis-
sion and any subsequent commission in respect of the series have
been completed;
(5) the company shall have an exclusive option exercisable by written
notice to the writer on or before the date of first transmission of the
sixth programme in the series further to commission the writer to
write and deliver the scripts for up to............further programmes
in the series;
(6) each of the scripts commissioned under the provisions of sub-
clause (2) and (5) of this clause shall attract a basic fee of Rs..........
and in respect of all of them an agreement in the form attached
as a schedule hereto shall be completed and performed by the
company and the writer.
6. If less than................... programmes based on the format have been
produced by the company within................ years (or........... months) after
the date hereof the company undertakes if requested by the writer to re-
assign to the writer the copyright in the format and any scripts written by
the writer for the series in consdieration of?
(1) the repayment of all monies paid to the writer hereunder including
fees for the said scripts;
(2) the right of first refusal of any licence or grant of television rights
which the writer may thereafter offer or wish to make.
Accordingly after any such re-assignment the writer shall not make or
accept any offer in respect of the television rights in the format without
informing the company of the terms of any such offer. The company shall
have twenty-one days in which to decide whether it wishes to accept or
make any offer on the same terms and if it decided to do so then the writer
shall make or accept the proposed offer to or from the company (as the case
may be). If the company has not made a decision within twenty-one days
or has declined to accept or make such an offer the writer shall be free to
dispose of the said television rights without further reference to the
company).
7. If the company wishes to grant a partial assignment or any licences
for the making of any feature films or the publication of any books comic
strips or other publications based on the format or in respect of the
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 613614 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
merchandising rights of any element of the series then in such event the
writer and the company shall attempt to agree the extent to which any such
assignment or licence may include original copyright derived from the
format as distinct from the programmes of the series as broadcast. The
company agrees to set aside an amount not exceeding........per cent of its
net receipts from the granting of any such assignment or licence and to
account to the writer for a proportion of the percentage equal to the
proportion of the revelant rights attributable to the format and agreed under
the foregoing provisions and if the writer and the company fail to agree an
appropriate proportion as aforesaid the parties agree to submit the issue
to arbitration by the...................to whom both parties shall disclose the
necessary facts and whose decision they agree to accept as final with
regard to the amount of such a proportion.
8. The company undertakes to accord credit to the writer on the screen
in respect of any broadcast by the company of any programme based on
the format in the form ?series devised by (name of writer)? and to
communicate particulars of such credit to third parties for the purpose of
advertising and promotion provided always that the company shall be under
no liability to the writer for any failure by any such third party to print or
publish appropriate credit.
9. Nothing herein shall render the company liable to the writer for any
failure to produce any programme based on the format or in respect of the
curtailment of the number of such programmes subject only to the payment
of the appropriate royalties for programmes produced and scripts written
by the writer in accordance with clauses 3 and 5 hereof.
10. Any notice under this agreement shall be in writing and may be
served on the party upon whom it is to be served by sending it by registered
post or recorded delivery to that party?s registered ofiice or if that party is
not a company to his last known address.
SCHEDULE ABOVE PREFERRED TO :
IN WITNESS WHEREOF , etc.
24
Agreement between a Television or Broadcasting Authority
and a Writer in respect of broadcasting rights in
various types of works
AN AGREEMENT made the................... day of.................. BETWEEN (tele-
vision or broadcasting authority) having its registered office at (address)(hereinafter called the Company) of the ONE PART AND (writer) of (address)
(hereinafter called the Writer) of the OTHER PART
WHEREBY IT IS AGREED as follows:
1. In consideration of the payment of the basic fee and other fees
hereinafter provided the writer as beneficial owner hereby grants in respect
of the (novel stage television radio play unpublished script (s) (hereinafter
called the script(s) of which particulars are hereinafter set out throughout
India and for the period and otherwise upon and subject to the terms and
conditions of this agreement).
2. This agreement shall incorporate the terms and conditions of the
agreement dated the.................. day of..................... between the................
which relates to work such as the script(s) (hereinafter called the..................
agreement) wherever there may be any conflict between the provisions of
this agreement and those of the ....agreement the latter shall prevail.
3. The writer warrants, undertakes and agrees?
(1) that the script(s)except to the extent it (or any of them) may
incorporate ideas or material supplied by the company shall be
original and shall not infringe the copyright or any other rights or
(to the best of the writer?s knowledge and belief) be defamatory
of any person, firm or company;
(2) to write and deliver a first draft and final version of each script in
accordance with the aforesaid table of delivery dates having made
such revisions to the first draft as the company may reasonably
require;
(3) that delivery shall consist of three copies of both the draft and final
version of each script clearly typed and securely bound and
delivered to the (insert appropriate department or individual);
(4) to attend conferences and meetings in preparation for the writing
of the script(s) and generally in the rendering of his services
hereunder to consult with the company and carry out its recom-
mendations and directions;
(5) that nothing will be included (or is contained) in the script(s) which
would be contrary to the general requirement and declared policy
of the Broadcasting Authority or the relevant Statutory provisions
in this regard.
(6) to indemnify the company and keep it indemnified in respect of the
payment of any costs, fees, royalties, damages, expenses or any
other monies it may have to pay or incurs as a result of any breach
of any of the foregoing warranties.
(7) that the purpose of any broadcast of the script(s) the company shall
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 615616 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
be entitled to adapt, omit parts from and add to the script(s) as it
may require without incurring any liability to make use of any or
part of any of the script(s) subject always to the payment by the
company of the basic fee hereinbefore provided;
(8) not to authorise any television (or sound radio) broadcast or public
performance of the script(s) before the date of the first broadcast
thereof by the company.
4. The consideration for the commission hereby accepted and the rights
hereinafter granted shall consist of the basic fee for (each of the script(s)
hereinbefore provided and the right to receive such further payment for
repeat and overseas transmissions (as are hereinafter set out in the
schedule hereto which notwithstanding anything else herein contained
shall prevail over the corresponding provisions of the....................... agree-
ment).
5. (1) For the aforesaid consideration the writer hereby confirms and
agrees that the copyright and all other rights in the scripts (or the sole and
exclusive right and licence to transmit and perform and to authorise the
transmission and performance of the script(s) by all manner of sound, radio,
television broadcasts) throughout India during the full period of copyright
and all renewals and extensions thereof provided by the law as may be
applicable for the time being in force shall belong to and is hereby granted
to the company.
(2) The rights hereby granted shall include (but not by way of limitation)
the right to?
(a) make such minor alterations to the script(s) as the writer may be
unwilling or unable or both to carry out himself and as the company
may think necessary in the interest of good television production
(and such other alterations as may be required to enable it to
company with any official requirement of the Broadcasting Author-
ity or the relevant Statutory provisions.
(b) produce and broadcast performance of the script(s) by means of
living actors or by means of (videotape) recordings (films) or any
other similar mechanical means now known or hereafter devised;
(c) make and publish throughout India brief synopsis or resumes of
the script(s) for the purpose of advertising and promoting the
broadcasting of the script(s);
(d) make translations of the script(s) into the languages of the
territories in which the script(s) are broadcast hereunder;
(e) convert the script(s) into dramatic form.(3) The company expressly undertakes unless and until an additional
fee shall have been agreed with the writer not to exploit or permit the
exploitation of the script(s) by means of video-cassette or any process
whereby television programmes or television films are embodied in video-
cassettes or similar devices designed to retain visual and sound recordings
and which are sold or hired to members of the public for use in conjuction
with any apparatus in private homes whereby those video-cassettes or
other devices may be reproduced for private viewing.
6. If in the company?s opinion the first draft of the script requires
substantial amendments which the writer is unable or unwilling to carry out
the company shall be entitled upon payment of the quaters of the basic fee
as hereinbefore defined to terminate it without further obligations to the
writer hereunder and the company shall be entitled to those rights in the
first draft which are provided for hereunder in respect of the finished script
except that the additional fees provided for in the schedule hereto shall
consist of the appropriate percentages of three quaters of the basic fee and
the writer shall be entitled to demand that the company shall if so requested
refrain from broadcasting any form of credit with the first draft of the script
as amended by any third party.
7. The company undertakes to accord credit to the writer on the screen
in respect of any broadcast by the company of any programme based on
the format in the form ?series devised by (name of writer?) and to
communicate particulars of such credit to third parties for the purpose of
advertising and promotion provided always that the company shall be under
no liability to the writer for any failure by any such third party to print or
publish appropriate credit.
8. Any notice under this agreement shall be in writing and may be served
on the party upon whom it is to be served by sending it by registered post
or recorded delivery to that party?s registered office or if that party is not
a company to his last knowm address.
IN WITNESS WHEREOF, etc.
25
Agreement between owner or rights in a radio or television
serial show and the Television or Broadcasting Authority
AN AGREEMENT made the................. day of.................. BETWEEN [broad-
casting company] having its registered office at [address] (hereinafter
called the producer) of the ONE PART AND [owner of rights in the show] of
[address, etc.] (hereinafter called the Owner) of the OTHER PART.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 617618 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
WHEREAS:
(1) The Owner [has devised and] owns the copyright [or patent rights]
and all other rights in the [unpublished] rules and procedures for
a prospective television [or sound radio] [or SERIAL SHOW] at
present entitled ?….. ? [of which more detailed particulars are set out
in the schedule hereto] and all of which are herinafter collectively
called the show.
(2) The Producer wishes to produce and broadcast a series of television
[or sound radio] programme based on the show
NOW IT IS HEREBY AGREED as follows:
1. The owner warrants?
(1) that he owns and controls all the rights in the show as set out and
defined in the recital (1) hereto and is fully entitled to grant to the
producer the right and licence hereinafter provided for;
(2) that none of the aforesaid rights has been or will be encumbered
or dealt with in any way which is or would be inconsistent with the
grant of the option to the company hereunder and the rights to be
granted upon the exercise thereof;
(3) that nothing connected with the show and to be supplied by the
owner hereunder infringes or is likely to infringe copyright patent
rights or any other rights of any third party;
(4) that he is entitled to the services of………………with the right to make
them available to the producer or as hereinafter provided.
2. In consideration of the payment by the producer to the owner on the
signature hereof of the sum of Rs…………. the owner hereby?
(1) grants to the producer the right to make and [video] record a pilot
programme based on the show but not to be broadcast (hereinafter
called the pilot);
(2) agrees to make available without charge the services of …to act
as …………. [or advise in connection with or take part in] the pilot;
(3) undertakes to deliver to the producer?s studios at………….. a
complete set of technical equipment scenery and properties
together with all relevant plans specifications and instructions
necessary to produce the pilot and plan and future programme;
(4) agrees to supply the producer with all information available
concerning the methods, technique, and practice employed in
other [or devised and suggested for use in the production of]
programmes based on the show;(5) grants to the producer the exclusive option exercisable by written
notice to the owner on or before the…………… day of……………. to
acquire from the owner the exclusive rights and licence to produce
and broadcast up to…….minutes programmes based on the show
(hereinafter called the first series) upon and subject to the terms
hereinafter set out.
3. It is mutually understood and agreed that upon and subject to the
exercise of the aforesaid option?
(1) the producer shall pay to the owner in respect of each programme
in the first series the sum of Rs…………. (hereinafter called the
licence fee) payable in respect of each programme upon the date
of the first broadcast thereof or on the date six months after the
exercise of the said option (whichever shall be the sooner);
(2) the services and information referred to in sub-clause (2), (3) and
(4) of clause 2 shall be made available and supplied to the producer
in respect of the first series;
(3) the sole and exclusive right and licence to produce and broadcast
by sound radio [or television] programmes based on the show shall
belong to the producer throughout [particulars of territorial limita-
tion] for a period of………….. from the date of exercise of the said
option (hereinafter called the licence period) and during any
extension thereof upon the exercise of any subsequent option as
hereinafter set out;
(4) the rights and licence hereinbefore referred to shall (subject to the
exercise of the said option) include (but not by way of limitation)
the right to produce the first series based on any variation of or
additions to the show which the producer may in its discretion think
fit and either as separate programmes or as part of other
programmes PROVIDED the producer shall not thereby acquire any
rights in the show not hereby expressly granted and the owner shall
not acquire any rights in or to any material owned or acquired by
the producer and broadcast as part of or in association with the
first series;
(5) if the production of the first series or the production operations of
the producer is prevented or interrupted by any cause beyond the
control of the producer such as (but not way of limitation) war, civil,
disturbance, order of public authority, fire, natural catastorphe or
other disaster industrial dispute or breakdown or interruption of
public services and transport the producer shall be entitled by
notice in writing to the owner given at any time during the
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 619620 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
subsistence of any such event to extent the licence period by a
period equivalent to that of the event;
(6) in respect of each programme of the first series broadcast by the
producer credit shall be accorded to the owner as the originator
of the show.
4. (1) Subject to the existence of the option under sub-clause (5) of
clause 2 hereof the producer shall be entitled to............... options each one
of broadcast a further series of up to....................... programmes based on
the show each point being exercisable on a date the day after the broadcast
of the............. programme of the first or other preceding series or six months
after the date of broadcast of the first programme of the first or other
preceding series whichever shall be the sooner except that if no programme
based on the shown has been broadcast by the date any option is
exercisable then that option shall be cancelled and all rights in the shown
shall revert to the owner.
(2) If the producer exercises any of the said options the terms and
conditions of this agreement applicable to the first series shall apply to the
next series of programmes except that the licence period shall be extended
by.....weeks in respect of each additional series and the licence fee shall
be increased [provision for such increase e.g. a percentage].
5. Any notice under this agreement shall be inwriting and may be served
on the party upon whom it is to be served by sending it by registered post
or recorded delivery to that party?s registered office or if that party is not
a company to his last known address
IN WITNESS WHEREOF , etc.
26
Agreement between a Theatrical Company
and an Actor to serve as a professional actor
THIS AGREEMENT made etc. BETWEEN……………………… Limited etc.
(Company) of the ONE PART AND………………….. etc. (Actor) of the OTHER
PART.
WHEREAS the Actor is serving the Company as a professional actor in
terms of an Agreement dated………….. and made between the parties
hereto.
AND WHEREAS the term created by the said Agreement is due to expire
on…………………..
AND WHEREAS the Actor has now agreed to serve as such actor asaforesaid in the………………….. Theatre and/or in any other theatre or
theatres managed or directed by the Company for a further period
of………………… years on and from…………………. and to enter into an
agreement as is hereinafter contained.
NOW THESE PRESENTS WITNESS and it is hereby agreed and declared
by and between the parties hereto as follows:
1. The Company shall employ the Actor and the Actor shall serve the
Company as an actor in the said………………….. Theatre managed by the
Company and/or in such other theatre or theatres as the Company may from
time to time direct for a period of………………… years on and from………………
at a monthly salary of Rs……………….. to be paid on the (…………………..) day
of each month for the month immediately preceding.
2. During the said term the Actor shall abide by all the rules and
regulations of the Company and directions given by the Directors of or the
Manager under the Company.
3. During the said term the Actor shall faithfully and to the best of his
skill and ability represent any part that may be assigned to him in any play
that may be acted in the said…………………. Theatre or in any other theatre
or theatres under the management or direction of the Company.
4. The Actor shall during the performance of plays or the rehearsals
thereof conduct himself with sobriety and propriety and shall not during the
said term do or suffer to be done any act, deed or thing whereby the
reputation of the Company may suffer or be injured in any way.
5. During the said term the Actor shall not without first obtaining leave
from the Company absent himself from the regular performances of the
said………… Theatre or of any other theatre or theatres under the
management or direction of the Company or the rehearsals thereof.
6. During the subsistence of this agreement the Actor shall not serve
as an actor or instructor anywhere else and shall not otherwise be directly
or indirectly concerned or connected with any other theatres or competing
organizations.
I. The Company shall be at liberty upon giving (one) calendar month?s
notice in writing of its intention to do so to dispense with the services of
the Actor and at the expiration of the period of such notice this Agreement
shall stand wholly determined.
IN WITNESS etc
[Signatures of both parties]
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 621622 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
27
Agreement in letter form between Film Producer and
Composer as a Non-package Deal
Calvin Composer [Address].
[Date]
Mr Fred Filmmaker
Fred Film Works,
[Address].
Dear Mr. Filmmaker
Thanks for the opportunity to work with you on Fred?s Nightmare. The
following will outline the agreement between Fred Film Works (?Producer?)
and Calvin Composer (?Composer?) in conjunction with the motion picture
currently entitled Fred?s Nightmare (?Film?
).
Services: Producer hereby engages Composer as an independent
contractor to compose the score for Fred?s Nightmare (hereinafter called
?Score?) including all underscore and non-vocal source music under the
direction and approval of Producer.
Producer agrees to pay for all production costs incurred in the orches-
tration and recording of score including but not limited to the following:
(a) Orchestrator(s)
(b) Music Preparation Services (including copyists)
(c) Recording Costs (including musicians, applicable union benefits
and payments, and all studio and recording session costs)
(d) Media Costs (including all tape costs and storage costs)
(e) Vocalists requested by producer
(f) On-camera and/or ?sidelining? musicians
(g) Re-use, New Use, and all Residual payments to musicians
Producer reserves the exclusive right to choose, negotiate, and approve
any and all costs incurred in the orchestration and recording of the score.
Composer agrees to conduct and supervise at all music recording
sessions.
First Priority to Film : Composer agrees to give this project ?first priority?
during the term of this agreement and not expend substantial efforts on
other composing work.Disposition of Score : Producer reserves the right not to accept, use,
or promote in any way the Score as provided by Composer. Producer
reserves the right to request and Composer agrees to make such changes
as Producer deems appropriate in the Score prior to delivery.
Delivery : Composer will deliver final music mix recordings as follows:
(a) Producer will provide Composer with time code work tape contain-
ing the final edit (?locked? picture) no later than [Date].
(b) Composer will prepare synthesizer demos of principal views and
themes for review by Producer no later than [Date]. Producer
agrees to provide any notes or corrections based on these demos
to Composer no later than [Date].
(c) Composer agrees to deliver final music mix recordings not later
than February 10, 2000.
(d) Producer to specify tape format and any other technical details for
final music mix delivery.
Compensation: Producer agrees to a fee of Rs………….. payable as
follows:
Rs…………… payable upon execution of this agreement or com-
mencement of work, whichever comes first;
Rs…………… payable upon commencement of recording ses-
sions, and
Rs…………… payable upon completion of the recording sessions
All payments should be sent to Calvin Composer at the address included
at the end of this agreement.
Screen Credit : Single Card Credit in the Main title of the picture on a
separate card to read:
Music Composed and Conducted By
Calvin Composer
Size and placement at the Producer?s discretion, however size to be no
less favourable than that afforded the Director or Writer.
Music Publishing and Peforming Rights Royalties : The music
publishing company designated for the Score will be Fred Film Music
Publishing (ASCAP). Fred Film Music Publishing will own 100% of all
worldwide music publishing rights for the Score as described herein.
Producer agrees to specify Calvin Composer (ASCAP) as 100% writer and
Fred Film Music Publishing (ASCAP) as 100% publisher for all music
composed by Calvin Composer on performing rights cue sheets. Producer
agrees to prepare accurate performing rights cue sheets and file with
ASCAP and provide a copy to Composer no later than 30 days after the
sound mix of the film.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 623624 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
Ownership of Sound Recordings : The owner of the final sound
recordings for all music used in the Film will be Fred Film Works. Fred Film
Works will own 100% of all worldwide master rights to all music written by
Calvin Composer used in the Film.
Rights of Producer : Composer acknowledges and agrees that
Producer shall be deemed the author of the Score and shall own, and to
the extent necessary to accomplish such ownership by Producer, Com-
poser hereby sells, grants, assigns, and transfers to Producer, irrevocably,
absolutely and throughout the entire universe, all rights of every kind,
nature, and description in and to the Score, the results of Composer?s
services hereunder and the results of the services of all third parties
rendering services in connection with the Score, together with all rights of
every kind, nature and description in and to the title, words, music and
performance of the Score and all copyrights therein and extensions and
renewals of copyrights therein and all rights existing under all agreements
and licences relating thereto.
Originality and Copyright Considerations : Composer certifies that
Composer composed the musical works described herein (the ?Score?) as
an independent contractor engaged by Producer. Composer certifies that
the Score is wholly original with Composer, except to the extent that it is
based on or uses material in the public domain or material furnished to
Composer by Producer, and that Producer is the author at law thereof and
owns all right, title and interest in and to the Score and the results of
Composer?s services rendered in connection therewith (all or which shall
be considered as a ?work-made-for-hire?, specially commissioned by
Producer as part of an audio-visual work), including without limitation all
copyrights and renewals and extensions of copyrights therein.
Other Royalties : Producer agrees to pay to Composer, and Composer
agrees to accept, the following royalties with respect to the Score:
(a) Rs............... per copy for each regular piano sheet music copy sold
at wholesale in the United States, and not returned, and for which
Producer is paid, which contains music or lyrics of the Score.
(b) %............. of the net wholesale selling price (after deduction of
taxes and customary discounts) of each dance orchestration, folio,
composite work or other printed publication (except regular piano
sheet music copies) sold in the United States.
(c) %............. of all net sums actually received by Producer for regular
piano copies, dance orchestrations, folios, composite works and
other printed publications which contain music or lyrics of the
Score, which are sold outside of the United States, and not
returned.
(d) %............. of all net sums actually received by Producer forlicensing of mechanical instrument, electrical transcription, motion
picture and television synchronization, video cassette and disc
recordings (other than soundtrack album(s) for the Film).
(e) %............. of any net recovery obtained and received by Producer
as a result of any legal action brought by Producer against any
alleged infringer of the Score after deduction of all expenses
related to such legal action.
Producer shall not be required to account for or pay royalties on
professional or complimentary copies and records (including compact
discs, tape recordings and other embodiments of the Score), or copies and
records distributed for promotional or charitable purposes.
Soundtrack and Song Compilation Album Royalties : Should Pro-
ducer release or cause to be released any soundtrack albums containing
music from the Film, Producer shall pay to Composer a royalty fee of 8%
of the suggested retail price for each album sold for Composer?s music as
used on the album. All other aspects of soundtrack album creation and
inclusion of Score on any soundtrack or song compilation albums subject
to good faith negotiation.
Paid Advertising : Producer will make best efforts for composer credit,
as set forth above, to appear in all advertisements for the film, including
print, broadcast, and other forms of advertising. Size and placement at
Producer?s discretion, however in no case shall size and placement be less
favourable than that afforded to the director or writer of the film.
Name and Likeness : Composer hereby grants to Producer the non-
exclusive right in perpetuity to use and grant to others the right to use
Composer?s name and likeness in any and all media in connection with
Composer?s services under this Agreement.
Warranty and Certificate of Authorship : Composer represents and
warrants to Producer that (i) Composer has full right and legal capacity to
execute and fully perform this Agreement and to make the grants,
assignments and waivers contained in it, (ii) that Composer warrants and
confirms that he is the sole writer of the original musical compositions
(?Score?) delivered to Producer for use in the film and that the Score will
not be copied from or based on, in whole or in part, any other work; (iii) to
the best of Composer?s knowledge as far as Composer knows or should
have known in the exercise of due diligence and prudence, nothing in the
Score does or will infringe on any property right (copyright; trademark,
patent right, right to ideas and the like) or personal right (defamation, moral
right and the like) of any person or legal entity; and (iv) there is no pending
or threatened claim, litigation, arbitration, action or proceeding with respect
to the Score. Composer will indemnify and hold harmless Producer, its
affiliated companies, successors and assigns, and their respective direc-
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 625
G : CDD (Vol. 3) ? 40626 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
tors, employees and agents, from and against any claim loss, liability
damages or judgments, including reasonable outside attorneys? fees,
arising from any breach of the above representations and warranties.
This agreement will inure to the benefit of Producer?s successors,
assigns, lessees, and licensees. Composer will execute, acknowledge and
deliver such additional instruments as necessary to confirm the intent of
this Agreement.
This instrument is the entire Agreement between the parties and cannot
be modified except by a written instrument signed by the Composer and
an authorized officer of the Producer. This Agreement shall be governed
by and construed under and in accordance with the laws of the State of
California applicable to agreements wholly performed therein.
Agreed to and accepted by the following parties on this.............. day
of.........20......
PRODUCER COMPOSER
Fred Filmmaker Calvin Composer
28
Agreement between an Artiste of a Musical Band and Hall
Owner for Night Stage Performance
AN AGREEMENT made on this [Date] BETWEEN [Name of Hail Owner]
[hereinafter called ? the Owner?] of the ONE PART AND [Name of Artiste]
[hereinafter called ?the Artiste?] of the OTHER PART, WITNESSETH that the
Owner hereby engages the Artiste and the Artiste accepts an engagement
to present the following at the Venue and from the dates of the periods and
at the salaries/fees stated m the schedule hereto;
SCHEDULE
NAME OF ACT : ACT NAME (Act description)
VENUE : VENUE NAME
ADDRESS : VENUE ADDRESS
TEL NO. : VENUE CONTACT NUMBER
DATE : DATE OF BOOKING
CONTACT : VENUE CONTRACT NAMESET UP BY : BY 8.30 PM
PERFORMANCE TIME : 9.00 PM TO 12.00 PM
FEE PAYABLE : RS. [AMOUNT]
METHOD OF PAYMENT : CASH ON THE NIGHT
ADDITIONAL INFORMATION : Venue to be contacted one week prior
to date by artiste to confirm appear-
ance.
THE FOLLOWING CONDITIONS ARE AN INTEGRAL PART OF THIS CONTRACT.
1. Cancellation of this contract shall be as follows;
(a) More than 30 days from the performance date; No fee will be
payable.
(b) Between 22-30 days from the performance date; 25% of the fee
will be payable.
(c) Between 15-21 days from the performance date; 50% of the fee
will be payable.
(d) Between 8-14 days from the performance date; 75% of the fee will
be payable.
(e) Between 1-7 days from the performance date; The full fee will be
payable.
2.The artiste agrees that the fee is inclusive of all expenses, holiday
entitlements, travelling expenses to and from the venue and covers any
payments whatsoever due to other members of the band or unit 25.
3. The artiste/s agrees that any further engagements offered as a result
of this engagement whether from the Owner on this contract or any other
Owner or potential Owner, shall be negotiated through the management.
Failure to adhere to this will result in the artiste being invoiced accordingly.
4. The artiste/s warrants that all equipment is in good working order, and
fit for its purpose, and that no part of the performance is likely to be a danger
to the artiste/s or any other person/s.
5. The adjustment of the volume and sound level of any equipment shall
be as the Owner reasonably requires.
6. No fee shall be payable to the artistes for any day upon which this
engagement shall be suspended by reason of Demise of any National
Leader, National Mourning, Fire, Epidemic, War, Strikes, lockout or by
reason of order of any Licensing or Public Authority.
7. The artiste/s at the time of signing this contract shall not be under any
contract to a third party that might preclude him/her from fulfilling the
engagement.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 627628 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
8. Artiste/s agree not to hand out cards etc., with their personal telephone
number and/or address on it. Artiste is requested to inform the person/s
concerned to contact [Name of Agent] for any business purpose. Any other
action will contravene the terms of this contract, and if the Artiste is found
to have done this he/she will cease to be used by this agency.
9. Artiste shall be suitably and tidily dressed during his/her performance.
The wearing of jeans or any other like dresses are strictly forbidden except
with the consent of the Owner or where the wearing of such attire is deemed
to be a necessary part of his/her act.
10. In signing this contract the artiste agrees to the terms and conditions
laid down, and consents to paying the stated commission within 7 days of
the engagement.
11. The artiste will be responsible for payment of his/her own TAX & any
other statutory payments..
12. The Owner agrees that any further engagements offered as a result
of this engagement shall be negotiated through the management, and not
the artiste. Failure to adhere to this could result in the Owner being invoiced
accordingly.
13. The Owner shall be responsible for the provision of mains electricity
in the performing area.
14. All deposits paid are non-refundable.
15. The management accepts no responsibility for non-fulfilment of
contract, but every safeguard is assured.
16. This contract reflecting the terms and conditions as verbally agreed
shall be deemed accepted only when either; (a) It is signed and returned
in 7 days. (b) It is not exchanged within the prescribed 7 days and no written
objection has been made within this period.
Signed:…………………….Owner Signed:…………………….Artiste.
Date:……………………
Date:………………………………
PLEASE SIGN & RETURN ONE COPY OF THIS CONTRACT WITHIN 7 DAYS29
Agreement between an Artiste and an Audio Cassette
Recording Company for recording of Musical Works
THIS AGREEMENT is made the……………. day of…………… BETWEEN
(Recording Company) having its registered office at (address) (hereinafter
called the Company) of the ONE PART AND (artiste) of (address, etc.)
(hereinafter called the Artiste) of the OTHER PART.
WHEREAS the artiste is a singer and the company is desirous of making
sound recordings of musical works performed by the artiste and exploiting
such sound recordings through Audio Cassette.
NOW IT IS HEREBY AGREED as follows:
1. The artiste undertakes to perform such, musical works as shall be
mutually agreed between the artiste and the company for the purpose of
making sound recordings thereof at such place or places and at such time
or times as shall be designated by the company such performance to
include any repetition which shall in the opinion of the company be
necessary to obtain satisfactory sound recordings.
2. The company shall obtain all necessary licences and consents and
shall pay all costs incurred in making and exploiting such sound recordings
including royalties to companies and others.
3. The copyright in all sound recordings made under and by virtue of this
agreement shall belong to the company and the artiste hereby assigns to
the company any copyright in any arrangements or transcriptions of such
musical works which may be made by the artiste for the purposes of such
performance.
4. The artiste hereby grants exclusively to the company the following
rights, namely:?
(a) The right in any part of the world to make the said sound recordings
and audio cassettes or discs from the said sound recordings and
to distribute and sell the said records audio cassettes or discs and
to expose or offer for sale the same and to perform in public or
otherwise cause the said sound recordings audio cassettes or
discs or the said records to be heard in public;
(b) The right to decide at what price and under what labels the said
records audio cassettes or discs shall be sold;
(c) The right to use the name of the artiste or any name by which the
artiste has acquired public repute and photographs or other
likenesses of the artiste for all advertising and publicity matter and
for all record sleeves cassettes jackets or disc sleeves and for any
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 629630 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
other matter connected with the making distribution and sale of the
said records, audio cassettes or discs.
(d) The right to grant by licence to any person firm or company in any
part of the world any of the rights aforesaid in particular the right
to use the said sound recordings for the purposes of making
records audio cassettes or discs therefrom and selling exposing
and offering for sale and distributing such records cassettes or
discs upon such terms and conditions as the company shall think
fit.
5. (1) The company shall subject as hereinafter mentioned pay to the
artiste royalties at the rate of.................. in respect of each of the said
records audio cassettes or discs sold retail in any part of the world by the
company or any other persons firm or company.
(2) Such royalties (if any) shall be paid to the artiste or to such person
as shall be nominated by him for that purpose whose receipt shall be a good
discharge for the same and shall be paid upon the expiration of six calendar
months from the date of the sale of the first of the said records audio
cassettes or discs and thereafter at the expiration of each successive six
calendar months.
(3) Upon payment of the said royalties the artiste shall be entitled to call
upon the company to furnish to him a written statement (which shall be final
and binding on him as to the contents thereof) containing particulars of all
retail sales of the said records audio cassettes or discs in any part of the
word during the period in respect of which a half-yearly) payment is made
and such statement shall be so furnished within twenty-eight days of the
demand therefor by the artiste.
6. (1) For a period of (two) years from the date hereof the artiste shall
render his exclusive services to the company as a singer or performer of
musical works for the purpose of making sound recordings from which may
be manufactured records audio cassettes or discs whereby the perfor-
mance of the artiste is reproduced PROVIDED ALWAYS that the company may
by one month?s notice in writing to the artiste expiring at the end of the sixth
month from the date hereof release the artiste from his obligations under
this sub-clause as from the expiration of such six month but without
prejudice to accrued claims hereunder.
(2) Whilst the artiste remains bound by his obligations under sub-clause
(1) hereof the company shall in each period of six months make (two) sound
recordings of (two) musical works performed by the artiste.
(3) During sch period of (two) years of such shorter period as the artiste
shall be bound by his obligations under sub-clause (1) hereof the artiste
shall not without the written consent of the company first had and obtained
render his services as a singer or performance of musical works for thepurpose of making sound recordings from which may be manufactured
records audio cassettes or discs whereby the performance of the artiste
is reproduced and whether the artiste shall be described thereon or in
relation thereto by is own or any other name to any other person firm or
company carrying on the business of.............. Should the artiste so render
his services without such consent then in respect of any musical works so
recorded of which the company has already made sound recordings
hereunder the company shall be entitled to cease payment of royalties in
respect of records of such sound recordings so made by it.
7. Any notice required to be given under this agreement by one of the
parties hereto to the other such party shall be sufficiently given if sent by
post to the party hereto to whom the same is addressed at the address
above mentioned.
8. The construction validity and performance of this agreement shall be
governed in all respects by the laws of India.
AS WITNESS etc.
[Signatures of or on behalf of both parties]
30
Artist Release Form
Title of Film :
Production Company :
Name of Artist :
Address :
Date of filming :
I hereby agree that the copyright and all other rights in respect of my
performance is hereby assigned to [Company name]. I agree that the film
(title) that I have contributed to, may be exhibited in all media and formats.
This may include public screening and broadcast screenings. [Company
name] may without further consent use my name, likeness, biography and
photographs of me and recordings of interviews with me in advertising and
in publishing the film (title) in all media and formats.
I hereby agree that my performance in title is not for any payment or
deferred payment (or insert fee)
Signature (Artist)…………………………………………………………………………..
Print Name :…………………………………………………………………………………..
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 631632 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
Signature (Producer)..................................................................................
Print Name....................................................................................................
Date............................................................
[Note : Obviously, the release form does not protect the director or
producer of the material from litigation from those portrayed in the
programme, if the director or producers use the material in a way not agreed
to on the form or indeed as they may imply on the day of filming (though
the latter may be more difficult to prove). Perhaps it is in the producers?
interest to keep it vague, but if you are asked to sign a release form it is
in your interest to have that form detail the aims of the production, as well
as your waiver.]
[Alternative Form]
Programme Title :
Episode Number and Sub-title :
Description of Contribution :
Date of Recording/Contribution :
Name of Production Company :
Name of Contributor :
Address of Contributor :
Telephone Number of Contributor :
In consideration of the Company agreeing that I contribute to and
participate in the Programme, the nature and content of which has been
fully explained to me, I hereby consent to the filming and recording of my
contribution to and participation in the Programme subject to the terms and
conditions specified below.
Signed by Contributor :………………………………………………………………………
Dated :…………………………………………
Terms and Conditions:
1. I hereby agree that the copyright (if any) and all other rights title
and interest in and in respect of my contribution shall vest in and
is hereby assigned to the Company (and this assignment shall
operate to the extent necessary as a present assignment of future
copyright) and that the Company shall have the unfettered right to
deal with the Programme containing such contribution or any part
of it in any way that it thinks fit. Accordingly I agree that the
Programme incorporating my contribution or any part of it may be
exhibited or otherwise howsoever exploited (and such exploitationmay include the exploitation of ancillary rights therein) in all media
and formats throughout the universe for the full period of copyright
and all renewals and extensions thereof and thereafter so far as
may be possible in perpetuity.
2. I hereby waive all my rights as author in the Programme and such
rights under the Copyright Designs and Patents Act as I now have
or hereafter acquire in relation to the Programme.
3. The Company may without my further consent use my name,
likeness, biography, photographs of me and recordings of inter-
views with me in advertising and publishing the Programme in all
media and formats throughout the universe.
4. The Company shall not be liable to me or any legal representatives
for any loss of damage or injury to me or my property caused or
suffered in connection with the Company?s making of the proposed
Programme unless caused by the negligence of the Company and
recoverable on that ground.
5. I agree that the contribution shall not contain anything which is an
infringement of copyright or which is calculated to bring the
Company into disrepute or which is defamatory provided however
that the Company shall not be entitled to bring claim against me
in respect of any defamatory material that was included in my
contribution wthout negligence or malice or my part.
6. The Courts of [Country Name] shall have sole jurisdiction in
relation to the terms and conditions of the agreement contained
in this release which shall be interpreted according to the laws of
[Country Name].
Signature (Artiste)……………………………………………………………………………
Print Name…………………………………………………………………………………..
Signature (Producer)………………………………………………………………………..
Print Name………………………………………………………………………………….
Date……………………………………….
31
Sample Recording Contract
This YOUR RECORD COMPANY?S NAME HERE hereinafter referred to as the
(?Agreement?) executed and effective this…………….. day of………………,
20….. by and between…………………… (Artist) (hereinafter referred to as the
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 633634 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
?Artist?) and................................. (Company) (hereinafter referred to as the
?Company?):
IT IS HREBY UNDERSTOOD:
(a) Company is an organization, which specializes in the manage-
ment, recording, recording distribution and representation of
musical artists;
(b) Company is familiar with the musical abilities of Artist and has the
expertise, ability, industry contracts and resources to assist Artist
in the furtherance of his/her career.
(c) Artist performs under the name ?(Artist?s Stage Name)?;
(d) Company and Artist wish to enter into this Agreement to provide
for the production and distribution of the Recording.
IT IS, THEREFORE, AGREED AS FOLLOWS:
A. Term. The effectiveness of this Agreement shall commence with
its execution by all of the paties, and shall continue thereafter for
a period of..................years.
B. Production of Recording. The Recording shall be produced in
the following manner:
1. Production. Company agrees to produce one master record-
ing consisting of songs written and performed by Artist
(hereinafter referred to as the ?Songs?. The resulting record-
ing (hereinafter referred to as the ?Recording?) shall include
music of not less than forty (40) minutes in playing duration
and shall be of a quality which is equal to master recordings
normally produced for commercial distribution.
2. Contribution by Artist. Artist agrees to full co-operate with
the Company, in good faith, in the production of the Recording;
to contribute to such production the music and lyrics embod-
ied in the Songs; to arrange, direct and perform the Songs in
such a manner as to facilitate the production of the Recording;
and to otherwise strictly observe the remaining duties and
obligations of this Agreement.
3. Costs. Company shall be responsible for all costs incurred
in the production of the Recording, including the prepayment
of all travel, hotel and meal costs incurred by Artist in attending
the recording sessions referenced in Section B. 5 herein.
Company may recover such receipted expenses pursuant to
the production of master recordings or the advancement of
the Artist?s career. Company?s production, promotion, manu-
facturing and all other bona fide expenses relating to Artist
are deemed recoupable from gross income.4. Artistic Control. Company and Artist shall be jointly respon-
sible for all decisions regarding the artistic content of the
Recording.
5. Dates and Location of Recording Sessions. The recording
sessions necessary to produce the Recording shall occur at
studios and facilities chosen by Comapny in..................
(city)..................... (State), commencing on............., 20.......
and ending on..............., 20......
6. Additional Musicians. Company shall provide and compen-
sate sufficient and competent musicians to properly perform
the Songs, as arranged and directed by Artist and Producer.
Company may recover such costs pursuant to Section B3.
herein.
7. Title. The title of the Recording shall be chosen by agreement
between the Company and the Artist.
8. Completion and Release. The Recording shall be com-
pleted and prepared for release and distribution on or be-
fore.................., 20..... Company and Artist acknowledge that
time is of the essence in the completion of the Recording, and
each agree to exercise all reasonable means to achieve such
completion.
9. Assignment of Exclusive Rights by Artist. Upon the timely
occurrence and performance of all material events and
obligations required to produce the Recording, Artist shall
assign to the Company all of his/her rights, title, and interest
in and to the following property, for distribution and commer-
cial exploitation in the United States and Canada:
(a) The Songs,
(b) Artist?s performance of the Songs contained in the
Recording,
(c) The title of the Recording.
10. Licence for use of Name and Image. Upon the timely occurrence
and performance of all material events and obligations required to produce
the Recording, Artist shall grant to the Company the exclusive licence to
use the name ?.................................... (Artist)?, and the Artist?s photographic
image, in the promotion and distribution of the Recording.
11. Form of Assignment and Licence Documents. The form of
documents to be executed by Artist, pursuant to Section C and D herein
shall be identical to the ?Assignments? and ?Licence? respectively attached
hereto as Exhibits ?C? and ?D?, and incorporated herein by this reference.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 635636 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
12. Copyright. Upon Artist?s assignment of the Songs pursuant to
Section C herein, Company shall proceed to obtain and secure a copyright
for each of the said Songs. Each such copyright shall be the sole property
of the Company.
13. Distribution. Commencing with the completion of the Recording and
continuing for the term of this Agreement, Company will diligently use its
best efforts to secure distribution of the Recording throughout the world,
through one or more major distribution companies (including record
companies, film companies, or any other company). Any such contract
entered into between Company and any such record distribution company
shall be subject to the terms of this Agreement.
14. Royalties. In accordance with the rights granted by Artist to
Company herein,?
Company intends to contract with a record distribution company
for distribution of the Recording. Company will be entitled to
receive royalties or licensing fees (herein collectively referred to
as the ?Royalties?) as a result of such contract. Royalties shall
include any compensation received by Company, or promised to
Company, which directly or indirectly results from the use, exploi-
tation or existence of the Recording, or any reproduction applied
to satisfy costs incurred and paid by Company pursuant to
Sections B.3, and B.6, herein. In the event that Royalties are
insufficient to complete such reimbursement, Artist shall not be
liable for such costs. The remainder of such Royalties, if any, shall
be allocated and distributed between Company and Artist, in the
following proportion:
..........................................................(%) per cent to Company.
..........................................................(%) per cent to Artist.
Royalties due to Artist hereunder shall be delivered by Company
to Artist within fifteen working days from the Company?s receipt
thereof.
15. B.M.I. Membership. Within a reasonable time after the execution
of this Agreement, Artist shall apply for registration and member-
ship with Broadcast Music Inc. (BMI), a music licensing organiza-
tion. Company shall be responsible for any cost or expense
associated with such application or with the Artist?s membership
in BMI during the term of this Agreement and the Distribution
Period. Company may recover such costs pursuant to this agree-
ment.
16. Non-Circumvention. Artist shall not detrimentally interfere with
the efforts of Company to distribute the Recording through one ormore distribution companies or enter into any contract inconsistent
with the rights of distribution assigned to Company hereunder.
Artist shall not contact any such potential distribution company
except through the offices of the Company.
17. Additional Personal Services. For the term of this Agreement,
Artist agrees to appear at one or more performances to promote
the distribution of the Recording. Company shall schedule and
arrange such performances, but Artist shall have the right of prior
approval of the location, date and time of each such performance.
The total number of performances during the term of this Agree-
ment shall not exceed........................... Company shall be respon-
sible for travel, hotel and meal costs incurred by Artist in attending
each such performance, Artist shall be paid one-half (1/2) of the
net revenues received by Company for such performances. Such
compensation shall be received by Artist within fifteen (15) days
from Company?s receipt thereof. Company may recover sch costs
(including travel costs and compensation paid to Artist) pursuant
to Section B3. herein.
18. Option to Purchase. At any time during the term of this Agreement
or thereafter, at Artist?s option, Artist may purchase all rights
assigned and/or granted to Company hereunder or resulting to
Company herefrom (including rights of copyright to any and all of
the Songs) for the total sum of:
(a) ............................................., plus;
(b) Any receipted costs expended by Company hereunder, but
reimbursed, as of the date of exercise of such option to
purchase, plus;
(c) ........................... Per cent (%) of the gross revenues gener-
ated thereafter from the Recording.
Exercise of the option shall be accomplished by the delivery of
such amount, in cash or certified funds, to Company or its express
designee. In the event of such exercise, Company shall promptly
execute all documents reasonably necessary to effectuate such
transaction. If and upon the exercise of such option, the obligations
undertaken by the parties herein shall be exercised.
19. Assignment by Company. Prior to completion of the Recording,
the rights and obligations of the Company existing hereunder are
personal and unique, and shall not be assigned without the prior
written consent of Artist. Subsequent to the completion of the
Recording, Company may assign its rights and obligations existing
hereunder without the consent of Artist.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 637638 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
20. Assignment by Artist. The rights and obligations of Artist existing
hereunder are personal and unique, and shall not be assigned
without prior written consent of Company.
21. Condition subsequent. If Company does not enter into a binding
contract for the distribution of the Recording during the Distribution
Period, the assignment and licence from Artist to Company
granted pursuant to Sections C and D hreunder shall be deemed
rescinded by the agreement of the parties.
22. Right of Inspection. At any time during the term of this Agreement
upon prior written notice to Company of at least seven (7) days,
Artist or his/her designated representative shall be permitted
unrestricted access to the books and records of Company which
in any way pertain to Artist, for inspection and photocopying by
Artist or Artist?s designated representative.
Such books and records shall include, but shall not be limited to,
any documents or records which evidence the receipt or disburse-
ments of Royalties. Company shall maintain such books and
records at its principal office.
23. Miscellaneous.
(a) Binding Effect. This Agreement shall be binding upon the
successors and assigns of the parties.
(b) Arbitration. In the event of a dispute between Company and
Artist regarding the terms, construction or performance of this
Agreement, such dispute shall be settled by binding arbitra-
tion in.......................... (city, state)................., according to
the rules of the American Arbitration Association for the
settlement of commercial disputes, then in effect. The award
or decision resulting therefrom shall be subject to immediate
enforcement in a ........................ (State) court of competent
jurisdiction.
(c) Jurisdiction/Applicable Law. Company and Artist hereby sub-
mit to the jurisdiction of the courts of........................... (State)
for the enforcement of this Agreement or any arbitration award
or decision arising herefrom. This Agreement shall be en-
forced or construed according to the laws of the State
of...................
(d) Attorney?s Fees. In the event that a party is forced to obtain
an attorney to enforce the terms of this Agreement, the party
prevailing in such action of enforcement shall be entitled to
the recovery of attorney?s fees incurred in such action.
(e) Covenant of Good faith and Fair Dealing. Company and Artistagree to perform their obligations under this Agreement, in all
respects, in good faith.
(f) Independent Contractor. In the performance of his/her obliga-
tions of this Agreement, Artist shall be deemed an indepen-
dent contractor.
(g) Incorporation of Recitals. The recitals contained at the begin-
ning of this Agreement are incorporated herein by this
reference.
24. Notices. Any notices or delivery required herein shall be deemed
completed when hand-delivered, delivered by agent, or placed in
the U.S. Mail, postage prepaid, to the parties at the addresses
listed herein.
THIS PARTIES AGREE to the terms and obligations and so execute on the
day and date firstr above mentioned.
....................................................Artist
.............................................Company
32
Agreement in letter form between Film Producer and
Composer as a package deal to write compose
produce Orchestrate Record complete and deliver
the Instrumental Score to the Producer
O?Brien Composer [Address]
[Dated]
Mr. Fred (Film maker)
Fred Film Works
[Address]
Dear Mr. Fred
Thanks for the opportunity to work with you on Fred?s Nightmare. The
following will outline the agreement between Fred Film Works, Inc. (?Pro-
ducer?) and O?Brien Composer (?Composer?) in conjunction with the motion
picture currently entitled Fred?s Nightmare (?Film?).
Services : Producer hereby engages Composer as an independent
contractor to write, compose, arrange, adapt, score, orchestrate, produce,
conduct, record, complete and deliver the instrumental score to be used
in conjunction with the motion picture Fred?s Nightmare (hereafter called
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 639640 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
?Score?) including all costs incurred in the creation, production and delivery
of the music master recordings. The score will include all underscore and
non-vocal source music under the direction and approval of Producer. The
following costs are excluded from the score package and are not subject
to this agreement:
(a) Mag stock
(b) Licensing of music not composed by O?Brien Composer
(c) Music Editor services (other than those contracted by Composer)
(d) Vocalists requested by producer
(e) On-camera and/or ?sidelining? musicians
(f) Re-use, New Use, and all Residual payments to musicians
Composer agrees to orchestrate, score, and conduct at all music
recording sessions, supervise all scoring and music mixing sessions,
arrange for studio time and conving, and arrange for such other services
and elements as may be required in connection with the Score.
First Priority to Film : Composer agrees to give this project ?first priority?
during the term of this agreement and not expend substantial efforts on
other composing work.
Disposition of Score : Producer reserves the right not to accept, use, or
promote in any way the Score as provided by Composer. Producer reserves
the right to request and Composer agrees to make such changes as
Producer deems appropriate in the Score prior to delivery.
Delivery : Composer will deliver final music mix recordings as follows:
(a) Producer will provide Composer with time code work tape contain-
ing the final edit (?locked? picture) no later than [Date].
(b) Composer will prepare synthesizer demos of principal views and
themes for review by Producer no later than [Date]. Producer
agrees to provide any notes or corrections based on these demos
to Composer no later than [Date].
(c) Composer agrees to deliver final music mix recordings not later
than [Date].
(d) Producer to specify tape format and any other technical details for
final music mix delivery.
Compensation : Producer agrees to a fee of Rs………… payable as
follows:
Rs……………. payable upon execution of this agreement or com-
mencement of work, whichever comes first;
Rs……………. payable upon commencement of recording sessions,
and
Rs……………. payable upon delivery of music master recordingsAll payments should be sent to O?Brien Composer at the address
included at the end of this agreement.
Screen Credit : Single Card Credit in the Main title of the picture on a
separate card to read:
Music Composed and Conducted By O?Brien Composer
Size and placement at the Producer?s discretion, however size to be no
less favourable than that afforded the Director or Writer.
Music Publishing and Performing Rights Royalties : The music
publishing company designated for the Score will be O?Brien Publishing
(ASCAP). O?Brien Publishing will own 100% of all worldwide music
publishing rights for the Score as described herein. Producer agrees to
specify O?Brien Composer (ASCAP) as 100% writer and O?Brien Publishing
(ASCAP) as 100% publisher for all music composed by O?Brien Composer
on performing rights cue sheets. Producer agrees to prepare accurate
performing rights cue sheets and file with ASCAP and provide a copy to
composer and O?Brien Publishing no later than 30 days after the sound mix
of the film. Producer agrees that all music provided by Composer that is
rejected or not used in the final version of Fred?s Nightmare shall remain
the property of and 100% owned by composer.
Ownership of Sound Recordings : The owner of the final sound
recordings for all music used in the Film will be O?Brien Publishing (ASCAP).
O?Brien Publishing will own 100% of all worldwide master rights to all music
written by O?Brien Composer used in the Film.
Originality and Copyright Considerations : Composer certifies that
Composer wrote, composed, arranged, adapted, scored, orchestrated,
produced, recorded, completed and delivered the musical works described
herein (the Score) as an independent contractor engaged by Producer.
Composer certifies that the Score is wholly original with Composer, except
to the extent that it is based on or uses material in the public domain or
material furnished to Composer by Producer, and that Composer is the
author at law thereof and owns all right, title, and interest in and to the Score
and the results of Composer?s services rendered in connection therewith,
including without limitation all copyrights and renewals and extensions of
copyrights therein.
Synchronization and Master Licences for Score : Composer shall
grant Producer and its successors, assigns, and licences the irrevocable
right, privilege and authority to record, copy, sell, distribute, and perform
the score subject to the terms of the Synchronization and Master Licences
supplied with this document.
Paid Advertising : Producer will make best efforts for composer credit,
as set forth above, to appear in all advertisements for the film, including
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 641
G : CDD (Vol. 3) ? 41642 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
print, broadcast, and other forms of advertising. Size and placement at
Producer?s discretion, however in no case shall size and placement be less
favourable than that afforded to the writer of the film.
Name and Likeness : Composer hereby grants to Producer the non-
exclusive right in perpetuity to use and grant to others the right to use
Composer?s name and likeness in any and all media in connection with
Composer?s services under this Agreement.
Warranty and Certificate of Authorship : Composer represents and
warrants to Producer that (i) Composer has full right and legal capacity to
execute and fully perform this Agreement and to make the grants,
assignments and waivers contained in it, (ii) that Composer warrants and
confirms that he is the sole writer of the original musical compositions
(?Score?) delivered to Producer for use in the film and that the Score will
not be copied from or based on, in whole or in part, any other work, (iii)
to the best of Composer?s knowledge as far as Composer knows or should
have known in the exercise of due diligence and prudence. Nothing in the
score does or will infringe on any property right (copyright, trademark,
patent right, right to ideas and the like) or personal right (defamation, false
light, moral right and the like) of any person or legal entity; and (iv) there
is no pending or threatened claim, litigation, arbitration, action or proceed-
ing with respect to the Score. Composer will indemnify and hold harmless
Producer, its affiliated companies, successors and assigns, and their
respective directors, employees and agents, from and against any claim,
loss, liability, damages or judgments, including reasonable outside attor-
neys? fees, arising from any breach of the above representations and
warranties.
This agreement will inure to the benefit of Producer?s successors,
assigns, lessees, and licensees. Composer will execute, acknowledge and
deliver such additional instruments as necessary to confirm the intent of
this Agreement.
This instrument is the entire Agreement between the parties and cannot
be modified except by a written instrument signed by the Composer and
an authorized officer of the Producer.
This Agreement shall be governed by and construed under and in
accordance with the laws of the State of California applicable to agreements
wholly performed therein.
Agreed to and accepted by the following parties on this............... day
of........., [Year].
PRODUCER COMPOSER
……………………….. …………………………..
Fred Filmmaker O?Brien Composer33
Agreement between a Music Publisher and a Film
Company for Music Synchronization in a Film or
Television Production
For and in consideration of Producer?s agreement to pay a licence fee
in the sum of Rs…………… and other good and valuable consideration to the
undersigned publisher [Name] ?Publisher?), Publisher hereby grants to the
producer, [Name] (herein referred to as ?Producer?), the non-exclusive,
irrevocable right, licence, privilege and authority to:
(a) Record the musical composition identified below (inclining the
music and/or lyrics thereof in any arrangement, orchestration or
language), but only in the synchronization or timed relation with
the motion picture identified below,
(b) Make any number of copies of said recordings;
(c) Sell, license, distribute, sub-distribute, export, and import said
recordings and/or copies from and into any country or territory
throughout the universe; and
(d) Perform said musical composition throughout the universe but only
in synchronization or timed relation with the motion picture iden-
tified below, upon and subject to the terms and conditions set forth
below:
1. The musical composition covered by this licence is:
Composition: [Name of Motion Picture]
Publishers share: 100%.
2. The present working title of the motion picture with which said
recording will be used is [Name of Motion Picture] As used
herein, the term ?motion picture? refers to said motion picture
and all versions thereof now or hereafter in existence,
whether in Bengali or foreign language, television, or any
other form, (but not including remakes or sequels), and
trailers, promotional films, television and radio spots, clips
and excerpts of said motion picture or any version thereof.
3. The territory covered by this licence is the universe.
4. The music publishing company designated for the musical
composition will be [Company Name]. Publisher will own
100% of all worldwide music publishing rights for the Score
as described herein. Producer agrees to specify Company as
100% writer and Publisher [Name] as 100% publisher for all
music composed by Composer on performing rights cue
sheets. Producer agrees to prepare accurate performing
rights cue sheets and file with Composer and provide a copy
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 643644 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
to Composer no later than 30 days after the sound mix of the
film.
5. This licence shall remain in full force and effect for the duration
of all copyrights in said musical composition, including any
renewals and extensions without Producer having to pay any
additional consideration thereof.
6. The recording rights granted in (a) above may be exercised
by any and all means, methods, and systems of recording
sound in synchronization or timed relation with motion pic-
tures, whether now known or hereafter devised.
7. Publisher warrants that it has the right to grant this licence,
that it owns and controls one hundred per cent (100%) of the
right, title and interest in and to said musical composition and
that the use of said musical composition hereunder will not
violate the rights of any third party. Publisher shall indemnify
costs, losses, damages and expenses (including reasonable
attorneys fees) arising out of any breach or failure of any
warranties or covenants made by Publisher herein.
8. Subject only to the rights herein above granted to Producer,
all rights of every kind and nature in said musical composi-
tions are reserved to said Publisher, together with all rights
of use thereof. However, in no event shall Producer have less
rights than a member of the public would have in the absence
of this licence.
9. No failure by Producer to perform any of its obligations
hereunder shall constitute a breach of this licence, unless
Publisher has given Producer written notice of such non-
performance and producer fails to cure such non-perfor-
mance within thirty (30) days of its receipt of such notice.
10. Publisher?s rights and remedies in the event of a breach of this
licence shall be limited to Publisher?s right, if any, to recover
damages in an action at law.
11. Producer agrees to give credit to the composer, full card in
the main titles to read: Music Composed and Conducted By
[Name].
12. Producer agrees not to manufacture or distribute sound
recordings (including soundtrack albums, promotional CDs,
and any and all methods of sound recording) separately from
actual positive prints of the motion picture and directly
integrated media (such as digital recordings to be used in
theatres as part of a theatre?s digital sound reproduction
system).13. This licence shall be governed by and subject to the laws of
the [Country Name] applicable to agreements made and to
be wholly performed therein.
14. This licence is binding upon and shall inure to the benefit of
the respective successors and/or assigns of the parties
hereto.
15. This represents the entire agreement between Producer and
Publisher with regard to said musical composition.
[Signatures of both the parties]
34
Agreement between an Orchestra Company and a Recording
Company for Recording Performance and to Publish
Audio Cassettes
AN AGREEMENT made the ………… day of………….. BETWEEN (Opera
Company) having its registered office at………… (address) (hereinafter
called the Opera Company) by (name) of (address,
etc.) the Managing
Director thereof of the ONE PART AND (recording company) having its
registered office at (address) (hereinafter called the Recording Company)
by………………… of (address, etc.) the Managing Director thereof of the
OTHER PART.
WHEREBY IT IS AGREED as follows:
1. The opera company will provide principals chorus and orchestra for
the performance of the extracts from the operas set out in the schedule
hereto and such other extracts as may be hereafter mutually agreed upon
between the parties hereto to enable the recording company to make sound
recordings of such performances and to publish market and sell Audio
Cassettes made from such sound recordings. Such performances shall
include any repetition which in the opinion of the recording company shall
be necessary to obtain satisfactory sound recordings.
2. The recording company will provide the necessary studio accommo-
dation and all necessary recording instruments apparatus and operating
staff and will submit a copy of all record sleeves to be used by the recording
company in connection with such audio cassettes the opera company for
its approval.
3. The opera company will not during the period of…………… years from
the date hereof perform extracts from operate works for the purpose of
making sound recordings for any other company firm or person.
4. The recording company will not during the said period of………… years
from the date hereof make sound recordings of the performance nor publish
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 645646 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
market or sell audio cassettes of any other opera company (in their series
of audio cassettes known and sold as............... except audio cassettes
made and published before the date hereof.
5. The date and time of such performances shall be agreed............ days
previous to the date thereof and upon the failure of either party to be in a
position on.
the agreed date to make a sound recording of the performance
in question the party in default shall pay to the other the sum of Rs.........
as liquidated damages and not as a penalty unless such performance is
prevented by the illness of a principal artiste for whose performance the
parties have expressly stipulated.
6. The recording company shall pay to the opera company for each
performance including any necessary repetition the sum of Rs........... and
in addition thereto Rs.......... for each principal performer and Rs........... for
each member of the chorus and orchestra.
7. The time occupied by any one performance shall not exceed............
hours unless otherwise specially agreed or occasioned by any necessary
repetition.
8. The recording company guarantees to the opera company that it has
procured or will before the performance is undertaken procure the right to
make sound recordings of the
said works or parts thereof in so far as the
same may be protected by copyright or similar legal protection.
9. The names of the principal artistes and the conductor to take part in
any performance shall be submitted by the opera company to the recording
company at least.............. days before the date of such performance.
10. The opera company shall at least......... days before any performance
supply the recording company with such consents in writing by or on behalf
of the principals chorus orchestra and conductor taking part in such
performance as may be necessary to enable the recording company to
exercise its rights hereunder.
11. No substitution for a person named as mentioned in clause 9 hereof
and/or on whose behalf consent shall have been given as mentioned in
clause 10 hereof shall be made without the consent in writing of the
Managing Director of the recording company. If any such substitution shall
properly be made the opera company shall before the performance
concerned supply the recording company with a consent in writing
mentioned in clause 10 hereof by or on behalf of such substitute.
AS WITNESS etc.
THE SCHEDULE ABOVE REFERRED TO:
(List of operas and extracts therefrom)
[Signatures of Managing Directors of both the parties]35
Musical Recording Licence Agreement
For and in consideration of Producer?s agreement to pay a licence fee
in the sum of Rs………… and other good and valuable consideration to
O?Brien, O?Brien hereby grants to the producer, Fred Film Works, and its
successors, assigns, and licensees (herein referred to as ?Producer?), the
non-exclusive, irrevocable right, licence, privilege and authority to use
specified Recording as follows:
1. The musical recording covered by this licence is:
Composition : Fred?s Nightmare
Share : 100%
2. The present working title of the motion picture with which said
recording will be used is Fred?s Nightmare. As used herein, the term ?motion
picture? refers to said motion picture and all versions thereof now or
hereafter in existence, whether in English or foreign language, television,
or any other form, (but not including remakes or sequels), and trailers,
promotional films, television and radio spots, clips and excerpts of said
motion picture or any version thereof.
3. The territory covered by this licence is the universe.
4. This licence shall remain in full force and effect for the duration of all
copyrights in said musical composition, including any renewals and
extensions without Producer having to pay any additional consideration
thereof.
5. O?Brien warrants that it has the right to grant this licence, that it owns
and controls one hundred per cent (100%) of the right, title and interest in
and to Recording and that the use of said Recording hereunder will not
violate the rights of any third party. O?Brien shall indemnify costs, losses,
damages and expenses (including reasonable attorneys fees) arising nut
of any breach or failure of any warranties or covenants made by O?Brien
herein.
6. Subject only to the rights herein above granted to Producer, all rights
of every kind and nature in said Recording are reserved to O?Brien together
with all rights of use thereof. However, in no event shall Producer have less
rights than a member of the public would have in the absence of this licence.
7. No failure by Producer to perform any of its obligations hereunder shall
constitute a breach of this licence, unless O?Brien has given Producer
written notice of such non-performance and producer fails to cure such non-
performance within thirty (30) days of its receipt of such notice.
8. O?Brien? rights and remedies in the event of a breach of this licence
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 647648 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
shall be limited to O?Brien? right, if any, to recover damages in an action at
law.
9. Producer agrees not to manufacture or distribute sound recordings
(including soundtrack albums, promotional CDs, and any and all methods
of sound recording) separately from actual positive prints of the motion
picture and directly integrated media (such as digital recordings to be used
in theaters as part of a theater digital sound reproduction system).
10. Producer agrees to obtain all synchronization licences necessary
to utilise the musical compositions embodied in the Recording in the
soundtrack of the Film and any related entertainment products such as
promotional films and advertisements.
11. Producer agrees to pay all musicians? re-use, new-use, and all
residual payments of any kind related to this use of the Recording.
12. This licence shall be governed by and subject to the laws of the
[Country Name] applicable to agreements made and to be wholly per-
formed therein.
13. This licence is binding upon and shall inure to the benefit of the
respective successors and/or assigns of the parties hereto.
14. This represents the entire agreement between Producer and O?Brien
with regard to Recording of said musical composition.
Dated, this……………… (Date) [Signatures of Both the Parties]
36
Video Distribution Agreement
This Agreement is between [Company Name], a corporation, whose
address is [Address], ?hereinafter called ?Distributor?), and The University
of Texas [Component], with its principal office at [Component Address)
?hereinafter called ?UT..................?).
I. Grant of Licence to Market: Ownership and Title.
1. UT.............. hereby grants to Distributor the exclusive and world-
wide distribution rights for video productions produced during the
term of this Agreement in connection with [describe something
about the origin of the film] in the accredited programme(s) series
as developed by UT…………..(programme title), hereinafter called
?the Programme(s)?. UT………….. shall retain the right to use any
Information licensed hereunder for its internal research and
teaching purposes. UT………. shall also retain the right to distribute
the Programme(s) on the [UT.............. Network].2. UT………….. has the right to grant the distribution rights specified
in this Agreement for the Programme(s) and it has not knowingly
granted any licence to another entity that would restrict the rights
granted hereunder, unless otherwise stated herein.
3. Whenever possible UT………….. will refer inquiries and purchasers
directly to Distributor and provide to Distributor certain marketing
information available to UT………….. including, but not limited to the
names of institutions, national and international as appropriate, for
which UT………….. feels there may be an interest for the purchase
of the Programme(s).
4. The distribution rights granted hereunder shall include sales and
rentals in all formats including, but not limited to, video-cassette
recordings.
II. Royalties; Accounting.
1. UT……. will pay all costs associated with distribution and sales
promotion of the nursing programmes, including but not limited to,
duplication of sale and preview copies of the nursing programmes
(which duplication shall be of a level of quality reasonably accept-
able to UT………….. and commensurate with the high standard
found in the market place for programmes of similar subject
matter), and sales and marketing costs.
2. UT………….. will provide, at its own expense, an acceptable master
of each of the Programme(s), so that Distributor may undertake
duplication of copies. The master tapes shall be returned to
UT…………. upon termination of this Agreement.
3. Distributor will set sale prices for the Programme(s) consistent with
the pricing of its other programmes.
4. The formula for determining royalties earned and owed is defined
on Exhibit II.4. Royalties accrued biannually will be paid within
thirty (30) days of January 31st and July 31st. Royalty payments
shall be sent directly to UT………….. or, at the request of UT…………..
shall be sent to the address indicated in Section VI. 2 herein.
5. UT………….. shall have the right to audit the records of Distributor
as they relate to the sales of the Programme(s). Such audits shall
take place during normal business hours and upon reasonable
notice to Distributor.
6. This Agreement shall not be assigned by Distributor without the
express written consent of UT…………..
III. Proprietary Rights; Remedies.
1. All programmes shall be marked ?Copyright UT……… [city] 20… ?.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 649650 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
Distributor shall insure that all copies, including partial copies of
the programmes, preserve the copyright notice as follows: The
copyright notice will be placed on the. video-tape itself a opposed
to its housing or container); (a) with or near the title; or (b) with the
case, credits or similar information; or (c) at or immediate following
the beginning the video-tape; or (d) at or immediately preceding
the end of the video-tape.
2. Distributor acknowledges UT.............. ?s ownership of any and all
claims of copyright to the video-tapes and the Programme(s).
3. In the event either party hereto learns that a third party has
infringed or may infringe upon any rights of UT.............. in the
video-tapes/the Programme(s) or upon the rights of either
UT.............. or Distributor in the Programme(s), it shall disclose
such information to the other party in writing.
IV. Limitation on UT.............. Liability.
1. UT.............. shall provide the original dubbing master of the
Programme(s) to Distributor on an ?as is? basis without warranty
of any kind, either expressed or implied, including buy not limited
to, the implied warranties or merchantability and fitness for a
particular purpose. UT.............. HEREBY DISCLAIMS ALL WARRAN-
TIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
2. Distributor understands and agrees: (i) that UT.............. makes no
representation or warranty concerning the accuracy or reliability
of the information contained of the Programme(s); (ii) that the
contents of the tapes are intended for education use only and that
if Distributor or its customers act upon the information dissemi-
nated therein, they do so at their own risk.
3. Distributor agrees to cause all copies of the programmes, including
partial copies, to be marked with the warranty disclaimer notice
shown on Exhibit IV.3. Such notice will be placed on the video-tape
itself (as opposed to its housing or container): (a) with or near the
title; or (b) at or immediately preceding the end of the video-tape.
V. Indemnification of UT.............. by Distributor.
1. UT.............. shall to the extent allowable under the laws and
Constitution of the State of Texas, hold harmless Distributor, their
officers, agents and employees from any liability or loss resulting
from the negligent acts or omissions of UT.............., its officers,
agents and employees in the performance of their obligations
hereunder, provided however that UT.............. shall not hold
Distributor harmless from claims arising out of the negligence orwillful malfeasance of Distributor, its officers, agents or employees,
or other persons not subject to the control or supervision of
UT............... Distributor shall indemnify and hold harmless
UT.............., The University of Texas System, their regents, officers
and employees from and against any claims, demands or causes
of action arising out of the practice of the licence granted hereunder
by UT.............. .
2. This Section shall survive expiration of termination of this Agree-
ment.
VI. Term and Termination.
1. This Agreement shall remain in effect for a period of four (4) years,
and shall thereafter be automatically renewable for an additional
four (4) years unless either party gives notice to the other of its
desire to terminate the Agreement in writing at least sixty (60) days
before expiration of the original or renewal term, subject to the
terms of this Agreement. Either party may, at any time during the
term of the Agreement, or any renewal thereof, terminate the
Agreement upon thirty (30) days advance written notice.
VII. Miscellaneous.
1. All correspondence, payments and notices from Distributor to
UT.............. should be sent to:
[Name and address]
2. If any provision of this Agreement shall be held invalid, illegal or
unenforceable and such provision does not constitute a substantial
part of this Agreement such that its deletion from this Agreement
would defeat the purpose of this Agreement, the validity, legality
or enforceability of the remaining provision(s) shall not be impaired
thereby.
This Agreement is executed in multiple originals upon the date set
forth under the execution signatures, and shall be effective when
signed by both parties.
EXHIBITS TO AGREEMENT
A. Formula For Royalties : Royalties shall be paid on total Net Sales.
Net Sales shall be defined as the actual sales or rental price
exclusive of discounts, shipping costs and taxes where applicable.
Previews and returned orders are not considered sales or rentals
and therefore related fees and special order charges are also
excluded from Net Sales.
Net Sales x 20% = Royalty Owed
Royalties are reported by item number (title) with sub-totals of Net
Sales. Sub-totals are finally summed for overall Net Sales.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 651652 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
B. Video Disclaimer : Statement of Disclaimer of Warranty to be
shown on each video-tape distributed.
DISCLAIMER OF WARRANTY
NEITHER DISTRIBUTOR, UT.............., OR THE PROGRAMME(S) MAKE ANY
REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO ANY
MATTER RESPECTING THIS VIDEO PRESENTATION, INCLUDING, BUT NOT LIM-
ITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.
Date :................. [Signatures of Both Parties]
37
Audio Development Agreement
This Audio Development Agreement (the ?Agreement?) is made and
entered into by………………… (?Composer?) and……………….. (?Company?).
WHEREAS, Company desires to retain Composer to develop and deliver
to Company the audio known as……….. musical score (the ?Composition?)
for……………. (the ?Game?); and
WHEREAS, Composer desires to develop the Composition on the terms
and conditions set forth herein.
NOW THEREFORE, The parties hereto do hereby mutually agree as
follows:
1. Completion Date; Development : Composer shall develop the
Composition according to the schedule attached hereto as Schedule I.
Composer agrees to use diligent good faith efforts to develop the Compo-
sition according to the dates specified on Schedule I. Composer acknowl-
edges that time is of the essence of this Agreement and that Composer?s
best efforts must be utilized to complete the development of Company?s
Game. Composer agrees to be readily available for all reasonably re-
quested revisions to the Composition. Composer shall develop the Com-
position in accordance with the information, materials or other instructions
provided by Company. Company acknowledges that Composer can only
achieve timely performance of the matters required of Composer if
Company timely delivers to Composer appropriate information and guid-
ance. Company shall not attempt to declare Composer to be in default of
this Agreement for delays caused by Company?s inability to deliver
information/guidance to Composer in a timely manner.
2. Compensation : As compensation for the Composition, Company
shall pay Composer the fees specified on Schedule I. Composer acknowl-
edges that this payment by Company represents the complete and entireobligation owed to Composer or any other party, either by Company or any
other third party, for the Composition to be provided by Composer under
this Agreement. If Composer uses any third parties in providing the
Composition not specifically authorized and required by Company, Com-
poser shall be responsible for the additional costs. If this Agreement is
terminated without cause by Company, Composer shall be entitled to
receive the next unpaid milestone within a reasonable time deemed
appropriate by Company not to exceed six (6) months. All milestone
payments will be invoiced by Composer and due within thirty (30) days upon
completion and acceptance of milestone by Company.
3. Rights : All results and the proceeds of Composer?s work hereunder
including without limitation, the Composition and any revisions, amend-
ments, modifications, translations, alterations and enhancements and
sequels thereto, and derivative works therefrom, whether produced by
Composer, or a third party and regardless of form, including without
limitation, mechanical, code or written, and all materials produced by
Composer in fulfilment of its obligations hereunder, including but not limited
to reports, memoranda, drawings, documentation and models, shall be
deemed to be a work made for hire for Company within the meaning of the
copyright laws of the United States or any similar analogous law or statute
of any other jurisdiction and accordingly, Company shall be the owner
throughout the world. However, where sounds or ?demo? songs are rejected
by Company and not made a part of the Composition, such rejected sounds
or demo songs shall remain the property of Composer. Without limiting the
foregoing, Composer hereby assigns all right, title and interest in and to
the Composition and all of the foregoing furnished to Company hereunder,
whether copyrighted or not. Composer shall assist Company and it?s
nominees in every proper way to secure, maintain and defend for Company?s
own benefit copyrights, extensions and renewals thereof on any and all
such materials. The Composition shall be used in connection with all video
game systems including CD-ROM, all personal computer and home multi-
player systems and or consoles and all distribution of such games through
other entertainment systems or media presently known or unknown, now
in existence or hereafter created or developed (collectively the ?Uses?). In
the event that the Composition is published for purposes other than or not
related to the Uses such as cassettes, CD?s or albums, TV broadcasts, etc.
that are not published in conjunction with the Game as samplers (collec-
tively the ?Additional Uses?), fifty per cent (50%) (the ?Percentage?) of the
Net Profits (?Net Profits?) will be compensated to each party. Net Profits shall
be defined as money which is actually received with respect only to its direct
sales related to exploitation of the Composition for the Additional Uses less
any monies that has been spent or is required to spend with respect to
negotiating, developing, producing or in any way preparing the Composition
for the Additional Uses.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 653654 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
4. Confidentiality : Composer acknowledges and agrees that any
information which it may receive from Company, will be proprietary
information of Company (the ?Proprietary Information?). Composer agrees,
both during and after the term of this Agreement to hold in confidence all
Proprietary Information of Company and to prevent the unauthorized
copying, use and/or disclosure of Company?s Proprietary Information.
Composer will place or cause to be placed on the Composition or any
portion thereof any intellectual property right notices as requested by
Company.
5. Credit : Company shall request that Composer receive credits within
manual documentation, print adds and on screen, it being understood that
the publisher shall have the absolute discretion in such credit determination.
The form, style, size, placement and nature of any screen credit provided
for herein shall be determined by Company (or its assignee, publisher, or
licensee) in its sole discretion. Any unintentional and/or inadvertent failure
to give screen credit as above provided whether because of lack of
broadcast time or otherwise, shall not be a breach of this agreement.
6. Name and likeness : Subject to Composers approval, which will not
be unreasonably withheld, Company shall have the right and may grant to
others the right to use, disseminate, reproduce, print and publish Composer?s
name, likeness, voice and biographical material concerning Composer as
news or informative matter and in connection with advertising and for
purposes of trade in connection with any motion picture or television
programme in which the Composition is used, and/or in connection with any
other uses of the composition. Composer hereby pre-approves the use of
his name, likeness, voice and biographical material in and on packaging
for the Game and within the body of the Game, as well as in printed materials
concerning the Game. The rights granted herein shall not include the right
to use or to grant to others the right to use Composer?s name, voice, likeness
and biographical material in any direct endorsement of any product or
service without Composer?s written consent.
7. Travel: In the event Company requests Composer to travel on behalf
of Company, Company shall reimburse Composer for business class
airfare, lodging in a firstclass hotel, meals and local transportation, both to
and from the airport and at the place at which Composer is required to travel
on behalf of Company. All reimbursements shall be made only after
Company receives itemized bills for all expenses incurred by Composer
pursuant to this paragraph and on a form approved by Company.
8. Awards: Company shall retain all awards won by the Composition.
Company will use its best efforts to obtain a duplicate of any award won
by the Composition to furnish the Composer.
9. Composer?s Warranties and Indemnifications :
(a) Composer represents and warrants to Company that: (i) Composerpossesses full power and authority to enter into this Agreement and to carry
out its obligations hereunder, (ii) with respect to the Composition which
Composer will deliver to Company in performance of this Agreement,
Composer warrants that it has the right to make and disclose thereof without
liability to any third party; (iii) Composer has not sold, assigned, leased,
licensed or in any other way disposed of or encumbered the Composition
in whole or in part to any party other than Company; (iv) the Composition
is new and original and capable of copyright: (v) neither the Composition,
nor any portion thereof, shall infringe upon or violate any right of privacy
or publicity or any patent, copyright, trademark, trade secret, or other
proprietary right of any third party; (vi) the performance of the terms of this
Agreement and the performance of Composer?s duties hereunder will not
breach any separate agreement by which Composer is bound, or violate
or infringe any rights of any third party, and so long as this Agreement
remains in effect, Composer shall not commit any act or enter into any
agreement or understanding with any third party which is inconsistent or
in conflict with this Agreement; (vii) there are no, and there will not be, any
liens, claims or encumbrances against the Composition which would
derogate from or be inconsistent with any of Company?s proprietary rights
with respect thereto; (viii) Composer represents and warrants that it is, and
at all times during the term of this Agreement will be the holder of all
consents necessary for it to perform its obligations hereunder; and (ix) there
is presently no litigation or other claim, pending or threatening, nor a fact
which may be the basis of any claim against the Composition, and
Composer has not taken any action or failed to take any action which would
interfere with the rights of Company under this Agreement.
(b) The representations, warranties and indemnification rights set forth
in the Agreement shall survive execution of this Agreement, the perfor-
mance of the obligation of Composer hereunder, and cancellation or
termination of this Agreement.
10. Termination : Company shall have the right to terminate Composer
for cause, provided Company compensates Composer in full for all
Compositions completed and accepted as of the date of termination.
Composer shall have the right to terminate this Agreement for cause. For
purposes of this Agreement, cause shall mean a material misrepresenta-
tion or a material breach of this Agreement.
11. Attorney?s fees: Should any arbitration, litigation or other proceed-
ings (including proceedings in bankruptcy) be commenced arising out of,
concerning or related to any provision of this Agreement, or the rights and
duties of any person or entity hereunder, the prevailing party (solely as
between Company and Composer) in such litigation or proceeding will be
entitled, in addition to such other relief as may be granted, to recover its
reasonable attorney?s fees and expenses incurred by reason of such
proceedings.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 655656 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
12. General :
(a) This agreement shall be governed and interpreted in accordance
with the substantive laws of the State of California.
(b) Composer shall be deemed to have the status of an independent
contractor, and nothing in this Agreement shall be deemed to place the
parties in the relationship of employer-employee, principal-agent, partners
or joint venturers. Composer shall be responsible for any withholding taxes,
payroll taxes, disability insurance payments, unemployment taxes, and
other similar taxes or charges on the payments received by Composer
hereunder. Company shall have no responsibility or liability of any kind to
any sub-contractors providing services to or for the benefit of Composer.
(c) This Agreement and the rights it creates may be assigned by
Company, but not by Composer, except that, with the prior written consent
of Company, Composer may assign this Agreement, in whole or in part; and
the rights it creates to [composer name] or any corporation in which
[composer name] is the sole shareholder. This agreement shall be binding
on the parties and their respective successors and assignees, and all
subsequent owners or licensees of the corporation.
(d) Should any provision of this Agreement be held to be void, invalid
or inoperative, the remaining provisions hereof shall not be affected and
shall continue in effect as though such unenforceable provisions have been
deleted herefrom.
(e) This Agreement. including the Exhibits hereto sets forth the entire
agreement between the parties with respect to the subject matter hereof
and supersedes all prior negotiations, understandings and agreements
between the parties hereto concerning the subject matter hereof.
(f) This Agreement may be executed in counterparts, but shall not be
binding upon the parties until it has been signed by both parties.
IN WITNESS WHEREOF , each of the undersigned has executed this
Agreement as of the date set forth below.
?COMPOSER? ?COMPANY?
SCHEDULE I
Milestone 1 : Upon signing of Agreement Date Rs…………
Milestone 2 : Complete audio for levels 1-3 Date Rs…………
Milestone 3 : Complete audio for levels 4-6 Date Rs…………
Milestone 4 : Complete audio for levels 7-9 Date Rs…………
Milestone 5 : Upon completion & approval
of composition Date Rs…………
Total Rs…………
Any additional new music needed by Company from Composer will be
charged at Rs…………. per minute per Company?s approval.38
Agreement between Artiste Singer and Manager for
exclusive services
THIS AGREEMENT is made the………………. day of…………………. 20……..
BETWEEN……………… of………………………. (hereinafter called the Artiste) of
the one part and of…………………….. (hereinafter called the Manager) of the
other part.
WHEREAS at the request of the Artiste the Manager has been advising
him on his entertainment career since on or about [................] and the
Artiste now wishes to make the appointment permanent.
NOW IT IS AGREED as follows:
I. Appointment.
1. (a) Subject to and upon the terms and conditions herein set out the
Artiste hereby appoints the Manager as his sole and exclusive manager
and agent throughout [the World] hereinafter called the Territory.
(b) It is of the essence of this Agreement that the Manager provides the
personal services at all times to manage and supervise the career of the
Artiste [or such other person as may be approved by the Artiste].
(c) The Artiste agrees to refer to the Manager all enquiries for his services
hereunder received by him and also agrees in conformity with Clause 5(a)
not to sign any agreement coming within the terms of this Agreement
without first taking the Manager?s advice thereon.
(d) During the period of this Agreement the Artiste undertakes not to
appoint any other person firm or corporation as his manager in breach of
any terms contained herein.
II. Managed activities.
2. The appointment of the Manager shall be in respect of all the activities
of the Artiste within the [popular music] entertainment industry including
but not limited to the following:
(a) Personal appearances whether or not before an audience and
whether or not live and/or recorded for exhibition or broadcast.
(b) The making and commercial distribution and sale of audio and audio/
visual recordings of performances of the Artiste in any mechanical, tape,
laser, electronic or other format.
(c) The writing of musical compositions with or without lyrics and the
writing of lyrics whether or not the Artiste composed the music and the
making of any musical arrangements adaptations or versions thereof.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 657
G : CDD (Vol. 3) ? 42658 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(d) Exploiting his name reputation and image by merchandising spon-
sorship endorsement or any other advertising or promotional means.
(e) Producing engineering and supervising recordings to be made by
any other Artiste.
(f) The Artiste appearing in television programmes cinematograph films
or in live theatre productions as an artiste or as a serious actor.
III. Period of Agreement.
3. (a) This Agreement shall be deemed to have commenced on the
[..................] and (subject to clauses 3(b) and 10 hereof) shall continue for
a period of [three] years.
(b) If the Manager has not procured for the Artiste the signing of a long
term recording contract (with reasonably acceptable terms) with a major
commercial record company within [six] months after the date of signing
this Agreement then the Artiste shall be entitled during the [four week]
period thereafter to terminate this Agreement forthwith by giving the
Manager written notice.
IV. Artiste?s warranties.
4. The Artiste warrants to the Manager that he is entitled to enter into
this Agreement and that (save as disclosed in the Schedule hereto) there
is no existing written or oral agreement commitment or understanding with
any third party which is contrary to or which inhibits the rights herein granted
to the Manager and that during the period hereof he will not enter into any
such agreement commitment or understanding.
V. Manager?s obligations.
5. The Manager agrees with the Artiste that it will undertake the following
matters to the best of its ability in good faith:
(a) It will plan the career of the Artiste and advise him on all matters which
arise for consideration and on matters which the Manager believes should
be investigated for the purpose of obtaining employment or generally
developing his career and enhancing his reputation.
(b) Where necessary it will appoint such agents as shall be agreed after
consultation with the Artiste upon such terms as shall be appropriate for
the purpose of the appointment and the agency commission and its
recoupable expenses will be the liability of the Artiste.
(c) It will negotiate (or supervise the negotiation by the agent of) all
personal appearance contracts and other contracts for his personal
services or otherwise arising within the activities referred to in Clause 2
provided that in all cases:
(i) The Artiste will first be consulted for his approval upon the
advisability and potential benefits of entering into any suchcontract and the commitments relating to the contract will be
explained to him.
(ii) Except as otherwise authorised by the Artiste in writing all
contracts in respect of which he has any obligation will be signed
by him.
(d) It will take all reasonable steps to ensure that any payment to be made
to the Artiste under any contract is collected and that where advisable
suitable arrangements are made in advance to secure such payment.
(e) It will arrange that all substantial income for the Artiste from his
recording or music publishing contracts are paid directly to his accountant
(or such other party he nominates) who will be authorised by the Artiste
to make the payments due to the Manager under Clause 7 hereof.
(f) It will receive all personal performance and (subject to (e) above) other
income due to the Artiste and will open a savings account at its bank in
the name of the Artiste for all income and expense relating to the Artiste
and in respect thereof the Manager will:
(i) Maintain complete and accurate [monthly] accounts and cash flow
requirement forecasts in consultation with the Artiste.
(ii) Give copies of all such [monthly] accounts to the Artiste?s accoun-
tant so that (inter alia) the Artiste?s tax liabilities can be reserved
for in full.
(iii) Reimburse itself the management commission due to it on all such
income together with all authorised expenditure incurred for the
benefit of the Artiste in accordance with Clauses 6(b), 6(c).
(g) It will do all other things necessary to deal with or to fulfil all of the
above obligations and will provide all management related services
customarily expected from a manager.
VI. Management expenses.
6. (a) The Manager will be responsible for all of its ordinary business
expenses and all other expenses incurred by it in undertaking its activities
hereunder for the benefit of the Artiste except as set out in (b) below.
(b) The Artiste will be responsible for any extraordinary expense incurred
by the Manager at the specific request of the Artiste and which shall be
approved by the Artiste prior to being incurred if it exceeds as well as any
expense incurred by the Manager on behalf of the Artiste and which is not
a management expense and in this regard if the Manager in good faith and
for the benefit of the Artiste pays any outstanding account or liability of the
Artiste he will be entitled to reimbursed.
(c) Recoupable expenses incurred by the Manager for the Artiste will
include but will not be limited to:
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 659660 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(i) All travel accommodation per diem and incidental expenses for the
Artiste and any group member or other person connected with the
Artiste or for whom the Artiste is responsible.
(ii) Promotional and advertising expenses including reasonable enter-
taining costs (but not to exceed [.........] in any month without
approval).
(iii) Agreed equipment or vehicle purchase lease or rental costs.
VII. Management commission.
7. (a) (i) In consideration of the Manager fulfilling all of its obligations
hereunder the Artiste agrees to pay the Manager [.........] per cent of the
gross earnings of the Artiste received during the period of this Agreement
by the Artiste or by any party on his behalf from activities of the Artiste as
set out in Clause 2 within the Territory arising from contracts procured by
the Manager during the period of this Agreement provided that in respect
of tours undertaken by the Artiste outside India the commission shall be
[..........] per cent of net profit where ?net profit? means gross tour income
less the direct costs of running the tour (but excluding agency commission
on tour income and excluding third party tour support value or payments).
(ii) In respect of income received from the Artiste?s existing recording
and music publishing agreements the management commission shall
commence upon accountings made by each of those companies on or after
the [...........] [and the commission rate payable in respect of such income
shall be [..........] per cent]. If during the period of this Agreement the
Manager procures or negotiates a new contract with a different recording
or publishing company the commission on the income arising therefrom
shall be at the rate set out in (a)(i) above.
(b) Subject to (c) below commission will be payable to the Manager on
income received by the Artiste after the expiry of this Agreement as follows:
(i) In respect of the Artiste?s then existing recording contract upon
royalties paid in the (two) half yearly accountings after expiry in respect of
recordings made and released prior to expiry and in respect of any
recordings made during the period of this Agreement but not released until
after its expiry (but only if it is released within [4] months thereof) upon
royalties paid in the (two) first half yearly accountings in respect of sales
of that recording.
(ii) In respect of the Artiste?s publishing contract upon royalties paid in
the [two] half yearly accountings after expiry in respect of compositions
written during the period of this Agreement.
(iii) In respect of any tour or extensive booking at one venue in being
at the date of termination upon the income arising for the whole of such
tour or booking including any uninterrupted extension thereof.(c) No commission will be payable on record royalties retained in
recoupment of recording costs or on promotion video recoupable costs or
upon support provided by any party to reduce a tour loss or cost in whatever
form that support may take.
(d) All travelling accommodation and other expenses incurred by the
Manager will be its own liability except as set out in Clause 6(b) and also
where the Artiste agrees that reasonable costs for travel on tour or to check
on recording being undertaken abroad will be chargeable to the Artiste.
(e) The Manager will not be entitled to receive any commission on
income paid (whenever arising) after the date of termination under sub-
clauses (b)(i) (ii) and (iii) of this Clause if this Agreement is properly
terminated by the Artiste under Clause 10(a) below.
VIII. Manager?s accounts.
8. (a) The Manager shall maintain complete and accurate books of
account in respect of all income of the Artiste received by it and of all
expenditure made by it which is recoupable from the Artiste and will
maintain complete copies of all contracts under which fees or royalties are
payable to the Artiste and all documents under which payments are made
on behalf of the Artiste or otherwise for his account and the Manager will
account to the Artiste accurately and fully in respect thereof.
(b) The Artiste or his authorised representative will be entitled to inspect
and take copies of all accounts maintained by the Manager not more than
once in each year upon giving it not less than 14 days prior notice in writing.
IX. Management of other artistes.
9. The Manager shall be entitled to manage any other artistes provided
that the ability of the Manager to provide the Artiste with the same level of
attention and expertise is not impaired and that no conflict of interest arises
between the Artiste and any other new artiste taken on for management
by the Manager and subject to Clause 1(b)] [Optional clause].
X. Termination.
10. (a) Either party shall be entitled to terminate this Agreement by
written. notice upon the happening of any of the following events:
(i) The other party failing to remedy a material breach of this
Agreement within [21] days after receiving a written notice speci-
fying the breach and requiring its remedy.
(ii) The other party persistently being in material breach of this
Agreement and for this purpose ?persistently? means the [third]
occasion upon which the other party has received a written notice
under (i) above notwithstanding that it or he has on the previous
[two] occasions remedied the relevant breach in time.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 661662 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(iii) The Manager failing to provide the Artiste with the personal
services of [............] or such other approved person in accordance
with Clause 1(b) otherwise than for reasons of holiday temporary
ill-health or any other reasonable explanation of temporary ab-
sence and for this purpose ?temporary? shall mean a continuous
period not exceeding [one] month.
(iv) The Manager winding up ceasing to trade or compounding with
its creditors.
(b) Termination of this Agreement will be without prejudice to any rights
of either party existing at that time.
(c) If a party waives any breach by the other party that will not be deemed
to be a waiver of any other breach whether or not of a similar nature. For
the purposes of this sub-clause a party will be deemed to have waived a
breach if in the full knowledge thereof no action is taken in respect thereof
within [..........] weeks after becoming aware of the breach.
XI. Confidentiality.
11. The Manager agrees that it will maintain as confidential and will not
make any unauthorised use of any private or confidential information about
the Artiste and its business or its private and financial affairs as the case
may be.
XII. Assignment.
12. The Manager shall not be entitled to assign the benefit of this
Agreement or any of its obligations hereunder to any other party without
the prior written consent of the Artiste which shall not be unreasonably
withheld provided that the proposed assignee has no less a name
reputation and commercial and financial status as the Manager.
XIII. Notices.
13. Any notice to be given under this Agreement shall be in writing and
to be effective shall be delivered or sent by recorded delivery to the Manager
at its registered office and shall be delivered personally to the Artiste or sent
by recorded delivery to his last known permanent address provided that
if the Artiste is outside the India on tour or recording or otherwise the notice
must be delivered to him personally to be effective.
XIV. Entire agreement.
14. (a) This document contains the entire agreement between the parties
and any prior representation statement or assurance which is not set out
herein will not be effective.
(b) Each party agrees and confirms that there is no representation or
statement upon which they have relied in entering into this Agreement and
which is not set out herein.(c) This Agreement may only be modified by a written instrument signed
by both parties.
XV. Force majeure.
15. Neither party will be deemed to be in breach of any of its obligations
ii prevented from carrying them out due to circumstances beyond their
control provided that:
(a) if it is possible to achieve the purpose of the obligation in any other
reasonably expedient manner the breaching party will do so;
(b) as soon as the preventing circumstances cease to apply the
breaching party will promptly fulfil any outstanding part of the
obligation; and
(c) the parties will co-operate to minimise any adverse consequences
during the period of the intervening force majeure circumstances.
XVI. Unauthorised commitment.
16. The Manager has no authority to (and undertakes not to) pledge
the credit of the Artiste or to purport to enter into any commitment on his
behalf which is not within the express authority granted to him hereunder.
Schedules.
17. Any Schedule or attachment hereto shall be deemed to be incorpo-
rated herein provided that if there shall be any conflict between the terms
of this Agreement and any schedule or attachment then this Agreement
shall prevail.
XVII. Applicable law.
18. This Agreement shall be construed and enforced in accordance with
the Laws of India and the High Court of Kolkata will be the court of
competent jurisdiction.
IN WITNESS whereof the hands of the parties have been hereunto affixed
the day and year first above written.
SIGNED by the said [the Artiste] in the presence of:
SIGNED FOR AND ON BEHALF OF [The Manager] in the presence of.
39
Agreement between Artiste Singer and Agent for
exclusive services
THIS AGREEMENT is made the……………….. day of…………….. 20 BE-
TWEEN……………………. of……………………(hereinafter called the Artiste) of
the one part and……………. of………….. (hereinafter called the Agent) of the
other part.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 663664 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
WHEREBY it is agreed as follows:
I. Appointment.
1. The Artiste hereby appoints the Agent to be his exclusive agent
[throughout the world] [for the countries set out in the Schedule hereto]
(hereinafter called the Territory) in respect of live concert and touring
appearances of the Artiste.
II. Period.
2. This Agreement shall be for an initial period of one year and shall be
renewable by mutual agreement on an annual basis thereafter.
III. Agent?s obligations.
3. (a) The Agent shall use its best endeavours to obtain offers of
employment for the Artiste from Promoters within the Territory and shall
communicate all such offers to the Artiste?s Manager (the Manager) and
shall discuss the same with the Manager (and the Artiste if the Artiste
wishes to do so).
(b) If the offer of employment is acceptable in principle the Agent will
promptly negotiate with the Promoter suitable terms for the appearance
contract in accordance with the instructions or directions of the Manager.
(c) The final terms available from the Promoter will be submitted to the
Manager for approval and if approval is given the Agent will submit to the
Manager the Contract with the Promoter which has already been signed
by the Promoter and when the Artiste signs the appearance contract the
Agent will effect an exchange of signed contracts with the Promoter.
(d) The Agent is not authorised or entitled to make any assurance or
commitment on behalf of the Artiste to any third party which has not been
specifically approved by the Artiste.
4. (a) Upon exchange of any appearance contract where a percentage
of the fee is payable in advance the Agent will ensure that it is paid on or
before such exchange and that it will be held on deposit for the benefit of
the Artiste pending completion by him of the contracted engagement.
(b) If terms of a tour contract include the provision by the Promoter of
goods and/or services such as equipment or airfares the Agent will use
reasonable endeavours to ensure that the Promoter will fulfil his obligations
but it is acknowledged by the Artiste that such supervision is not an absolute
obligation of the Agent under this Agreement.
(c) Unless other specific arrangements have been made with the
Promoter the Agent will ensure the collection of the balance of the fee
together with any other payments which may be due to the Artiste under
the appearance contract promptly after its completion and the Agent will
account to the Artiste for the whole of the fee plus any interest on theadvance fee deposit less the commission due to the Agent within [ten]
working days after the completion by the Artiste of the contracted event.
IV. Agent?s commission.
5. (a) In consideration of the performance by the Agent of its obligations
hereunder the Artiste agrees to pay to it a commission of [.................] per
cent of the gross fees received by the Artiste or by any party on his behalf
from the personal appearance engagements performed by the Artiste
procured or negotiated by the Agent or by any other party on behalf of the-
Artiste during the period of this Agreement and to be performed either
during or after the exclusive period of this Agreement.
(b) A commissionable event under this Agreement will include any
uninterrupted extension of such event where that extension goes beyond
the termination date of this Agreement.
(c) This Agreement will not extend to any personal live appearance of
the Artiste the primary purpose of which is to record in sound or audio-
visually such performance for promotional or commercial use except that
if it is performed before a paying audience and the Artiste receives a
separate and distinct fee for the appearance itself and not related to or being
on account of any fee royalty or other payment to be made to the Artiste
in respect of such recording then the Agent will be entitled to receive
commission on that appearance fee.
(d) The Agent will not be entitled to be paid any commission on the
following:
(i) Any form of tour support in money paid by the Artiste?s record
company publisher or any other party whether or not it will be
recouped by that party from royalties or other payments due to the
Artiste under the relevant contract.
(ii) Any form of tour support received by the Artiste in kind such as
airline tickets or equipment or services discount facilities.
(iii) Any fee royalty or other payment received by the Artiste from radio
stations record companies and other parties (except the Promoter
of the event) in consideration of enabling any recording (audio or
audio-visual) to be made of the live performance by the Artiste such
as under (c) above.
V. Appointment of sub-agent.
6. (a) If in respect of any appearance contract for an event to be
performed outside the country the Agent has utilised the services of any
other party to
secure or negotiate such event the Agent will be wholly
responsible for the fee charged by that other party and in dealing with that
other party the Agent shall be acting on its own behalf and shall not purport
to do so on behalf of the Artiste and shall not act in any manner so as to
commit the Artiste to any liability to that third party.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 665666 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(b) If the Agent fails to pay such party or if the Agent is in breach of its
agreement with such party whereby that party is successful in making a
claim against the Artiste or in obtaining legal restraint on any part of the
fee to be received by the Artiste from the promoter of the relevant event
the Artiste shall be entitled to be paid on demand by the Agent that payment
together with all legal and other costs incurred in defending the claim or
to withhold all of it from the Agent?s commission without prejudice to any
other rights the Artiste may have against the Agent.
(c) If the Artiste agrees to be responsible for any part of the sub-agent?s
fee or commission that must be confirmed by him in writing to be effective.
(d) The Agent will not appoint any sub-agent within the Country without
the prior written consent of the Artiste.
VI. Agent?s expenses.
7. The Artiste will not be responsible for any expenses incurred by the
Agent in connection with any activity it undertakes for the benefit of the
Artiste unless they have been previously authorised and approved by the
Artiste.
VII. Termination.
8. The Artiste will be entitled to terminate the exclusivity of this
Agreement by giving the Agent not less than [one] month?s written notice
if the Agent in the reasonable opinion of the Artiste in good faith substantially
fails to obtain the quality and amount of employment reasonably expected
to be available to him within the Territory within the first [six] months of this
Agreement.
[STANDARD CLAUSES]
IN WITNESS whereof the parties hereto have set their hands the day and
year first above written.
Comments on this Agreement.
9. As the agreement is exclusive, if the agent does little for the artiste,
that can prevent him from earning a living. It will be in breach of its best
endeavours obligation under clause 3(a), and the standard termination
clause will enable the artiste to give a breach notice. As reasonable
endeavours may be difficult to define, clause 8 is suggested as a possibility.
It could of course be exercised harshly by the artiste, so should only apply
to a ?high risk? agent from the artiste?s point of view.
40
Artiste?s Agreement with a Promoter
THIS AGREEMENT is made the…………………. day of…………………. 20….BETWEEN …………….. of……………….. (hereinafter called the Promoter) of the
one part and…………. of…………… (hereinafter called the Artiste) of the other
part.
WHEREBY IT IS AGREED as follows:
I. Definitions.
1. ?The Venue? shall mean [hall, town, country]
?The Date? shall mean the [..................] of [..................]
?The Concert? shall mean the professional performance of the Artiste
on the Date
?The Performance? shall mean the start time on the Date at or about
[........] with the performance of the Artiste continuing for not less than [90]
minutes excluding encores.
?The Fee? shall mean the sum of [Rs.............]
[on account of [..............]
per cent of the value of all seated and standing ticket sales].
?The Deposit? shall mean [.......................] per cent of the Fee.
?The Artiste? shall mean the Artiste as constituted as at the date of this
Agreement.
?The Agent? shall mean the duly appointed agent of the Artiste for the
purposes of this Agreement being [...................]
?The Equipment? shall mean all of the equipment of the Artiste to be
installed in or used at the Venue including (but not limited to) sound
amplification equipment, lighting rig, sound mixing desk sound monitor
system and any special effects.
II. Obligations of Artiste.
2. (a) The Artiste undertakes that it will appear at the Venue on the Date
and will give a public performance before a live audience in its customary
presentation to the best of its ability.
(b) The Artiste will install its Equipment within the Venue at such,
reasonable times prior to the Concert as shall be agreed with the Promoter
and will conduct a satisfactory sound check thereof upon the completion
of installation.
(c) The Artiste will no less than [..........] days prior to the Date give the
Promoter written notification of any sound lighting or other equipment which
the Artiste requires the Promoter to provide for the Performance. ? ?
3. (a) The Artiste warrants that all of its Equipment will be in accordance
with its manufacturer?s specifications of safety of construction and use or
will otherwise be safe and in good working order and that the installation
and use of the Equipment in the Venue will not cause any safety hazard.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 667668 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(b) If any of the Equipment is of an unusual nature shape or size or
requires a different or greater power supply than normal or if the construc-
tion of any stand or support of any of the Equipment requires unusual space
or stability in connection with the Venue structure or if the use of any special
effects requires specific safety features or if there is any other matter in
connection with the Equipment which should be notified to the Promoter
the Artiste will do so within [...........] days prior to the Date.
4. (a) If required by the Promoter the Artiste will provide the Promoter
with a list of all of the Artistes personnel (including management and other
representatives) who should have access to the Venue at any time so that
security check-lists and back-stage and on-stage and general Venue
passes can be produced as required for them and the list of personnel will
indicate what category of passes any individual should be given.
(b) The Artiste will be responsible for all acts and defaults of its personnel
.
and for any damage caused to the Venue or committed within the Venue
by them and the Artiste warrants that it is fully insured for any consequences
which may arise therefrom and that it will indemnify and keep the Promoter
harmless from (and will pay it forthwith on demand) any loss damage cost
or liability incurred by the Promoter arising therefrom.
5. (a) Where applicable it will be the responsibility of the Artiste to obtain
in good time any travel visas and work permits required for the Artiste and
all personnel accompanying the Artiste.
(b) The Artiste will ensure that any Carnet requirements for the
Equipment are complied with and that such Carnet is issued in good time
to enable the Equipment to be transported to the Venue.
III. Representations of Artiste.
6. The Artiste warrants that it is entitled to sign this Agreement and that
it has no personal touring recording or other commitments which might
interfere with the ability of the Artiste to perform at the Venue on the Date
as herein set out.
7. The Artiste hereby authorises the Promoter to use the name and
likeness of the Artiste solely in connection with the advertising and
promotion of the Concert.
8. No part of the Artiste?s live performance (including the material to be
performed by the Artiste) shall be in breach of any third party right.
9. That the Artiste as constituted as at the date hereof shall be the same
as at the Date and if for any reason prior to the Date there is any change
in the membership of the Artiste (specifically due to any member or
members leaving the Artiste) the Promoter shall be entitled to terminate
this Agreement forthwith by written notice if the revised Artiste has a
substantially different line-up and does not have the same commercialattraction as the present line-up in the reasonable opinion of the Promoter
made in good faith.
10. This Agreement has been negotiated by the Promoter with the Agent
and the Artiste irrevocably confirms to the Promoter that the Agent:
(a) has the full authority of the Artiste to negotiate and agree the terms
of this Agreement with the Promoter for and on behalf of the Artiste and
the Artiste confirms its acceptance of them;
(b) has the full authority of the Artiste to receive both the Deposit and
the Fee on behalf of the Artiste and such payment in full by the Promoter
shall be deemed to be the fulfilment of its obligation in that respect to the
Artiste.
IV. Obligations of Promoter.
11. (a) In consideration of the Artiste performing its obligations hereun-
der the Promoter agrees to pay the Artiste the Fee which shall be paid:
(i) as to the Deposit on the signing of this Agreement by or on behalf
of the Artiste;
(ii) as to the balance thereof [within 2 days after the Concert] [on the
night after completion of the concert] by cheque or bankers draft.
(b) It is agreed that the Promoter will also provide or pay for the provision
of the following:
[List additional items].
(c) In the event that the promoter is obliged to deduct any tax or any other
levy from the Fee it shall be entitled to do so provided that a tax deduction
certificate is issued to the Artiste without delay.
12. Attached hereto as Schedule ?A? is a list of the agreed requirements
of the Artiste as to Equipment siting personnel accommodation security and
other administrative matters which shall be deemed incorporated herein
and all of which the Promoter agrees to provide or deal with as the case
may be.
13. (a) The Promoter confirms that the Venue is fully licensed for
entertainment and that all certificates or consents required from the local
authorities in respect of the Venue have been obtained with special
reference to fire and safety regulations and polution control and that all its
facilities including the power supply are in good safe working order.
(b) The Promoter warrants that adequate and complete accident and
personal injury and all other pertinent insurance cover is in place for the
Concert and that the-
Artiste is also covered thereby for public liability.
14. The Promoter agrees to do the following or to ensure the provision
of the following:
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 669670 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(a) To provide proper and adequate security staff both back-stage and
in the auditorium at all times before, during and after the Concert.
(b) To notify the Agent of any special requirements relating to the
Venue which are to be observed or performed by the Artiste or their
personnel.
(c) To provide such Venue and back-stage passes as shall be agreed
with the tour manager of the Artiste in accordance with Clause 4(
a).
(d) To enable the Artiste?s road crew access to the Venue as agreed
but in good time to enable the Equipment to be installed and a
sound check to be undertaken.
15. (a) The Promoter will ensure that no unauthorised recording
(whether audio or audiovisual) will be undertaken in the Venue during the
Concert.
(b) If the Artiste wishes to record or film the concert the Promoter will
be notified in writing and the Promoter agrees that such recording may be
undertaken provided that the filming or recording is done in accordance with
all relevant local laws or other appropriate regulations which will be notified
by the Promoter to the Artiste on request.
16. The Promoter will only have one other artiste performing on the Date
and the Promoter:
(a) will first agree the identity of the first act with the Artiste;
(b) the first act performance will last for no longer than [45] minutes
and will terminate no less than [30] minutes prior to the perfor-
mance time of the Artiste;
17. The Promoter will not be entitled to change the Venue without the
prior written consent of the Artiste which may be withheld in its absolute
discretion.
18. The Promoter shall not be entitled to assign the benefit of this
Agreement to any other party without the prior written consent of the Artiste
which may be withheld in its absolute discretion.
19. At the request of the Artiste the Promoter will provide it with no more
than [............] free tickets for seats within the top price seating.
20. Adjacent to the Artiste?s dressing rooms the Promoter will provide
a hospitality room of reasonable size both before and after the Concert for
the use of the Artistes and their guests.
V. Termination and postponement.
21. (a) The Artiste will be entitled to terminate this Agreement forthwith
by giving written notice to the Promoter if the Artiste is prevented fromperforming the concert due to accident illness or other incapacity of a
serious nature which circumstances shall be deemed to come within the
definition of force majeure.
(b) If the notice of termination is given to the Promoter under (a) above
within [14] days prior to the Concert by which time the Promoter will have
incurred considerable irrecoverable cost and expense the Artiste agrees
to perform a substitute Concert for the Promoter [within [4] months
thereafter] [during the next tour of the Promoter?s country] upon the same
terms as herein stated.
(c) If required by the Promoter for submission to its insurers or for any
other valid reason the Artiste will provide promptly a doctor?s report on the
extent of the incapacity and his recommendations on not performing the
Concert on health grounds.
(d) In the event of termination of this Agreement under this Clause the
Artiste shall give the Agent prompt instructions to return the Deposit to the
Promoter.
[STANDARD CLAUSES]
IN WITNESS
41
Agreement between Singer and Recording Company for
recording performance and granting exclusive selling and
distribution right of Audio or Audio-visual records
THIS AGREEMENT is made the……………. day of…………. 20…… BE-
TWEEN………… LIMITED of………………….. (hereinafter called the Company)
of the one part and………………. of………………… (hereinafter called the
Artiste) of the other part.
WHEREBY IT IS AGREED as follows:
I. Definitions.
1. ?The Term? shall mean the period commencing on the date hereof and
terminating on the………………. day of…………………. 20…….
[ALTERNATIVELY] shall mean an initial period of one year from the date
hereof and the Company shall be entitled to extend the Term for no more
than [three] additional years by giving to the Artiste written notice not less
than [30] days prior to the expiry of the relevant year provided that the
Company is not in breach of any of its obligations (particularly album
release and royalty accounting) at the date such written notice is given.
?The Territory? shall mean [the World]
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 671672 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
?A Single Record? shall mean a 7 inch vinyl disc record or the CD or
other configuration equivalent containing one recorded composition on
each side containing the Artiste?s performances and whether being an
audio or audio visual record.
?An Album? shall mean any disc or tape or other play back device in vinyl
or CD or other configuration containing no less than [eight] and no more
than [ten) recorded performances of the Artiste with a total playing time of
no more than.............. minutes and whether being an audio or audiovisual
record.
?A Master? shall be the fully mixed two track master tape of a single record
or an album (as the case may be) which shall contain recordings performed
by the Artiste and which are of a commercial and technical quality
satisfactory to the Company in its reasonable opinion.
?A Record? shall mean any recording made for the Company by the
Artiste in accordance with this Agreement.
?The Producer? shall mean the record producer chosen by the Company
in consultation with the Artiste.
?Full Price Record? shall mean a Record sold at the recognised top retail
price in its country of sale based upon the Company?s recommended full
retail price.
?Budget Price Record? shall mean any Record which is promoted on a
budget line label or otherwise at a recommended retail price (or its local
equivalent) being [two thirds] or less of the Company?s full retail price for
records.
?Low Price Record? shall mean a Record sold at a price being less than
[one half] of the Company?s full retail price.
?Net Sales? shall mean for royalty calculation purposes the number of
records sold in an accounting period for which the Company has received
the proceeds of sale less the number of records returned to the Company
in that accounting period as being defective or for exchange and for which
full value credit has been given.
?Royalty? shall mean for clause 19 hereof the percentage referred to of
the Full Price or Budget Price or Low Price (as the case may be) Sales of
Records after deducting all sales taxes applicable thereto and the relevant
packaging charges levied by the Company from time to time against all of
its Artistes for the relevant format of the recording (i.e., an album cover or
double album cover or tape CD or other audio visual recording container).
?A Track? shall mean a recorded composition contained on any Record.
II. Grant of rights to the Company.
2. The Artiste hereby undertakes to perform exclusively for the Companyfor the purpose of making Records as herein set out during the Term and
in respect of all such performances of the Artiste:
(a) confirms that in each case his performance will be a qualifying
performance.
(b) assigns to the Company the copyright and all other rights of a like
nature in and to his recorded performances in accordance with sec.
18 of the Copyright Act, 1957.
(c) recognises that this Agreement is an exclusive recording contract.
3. The mechanical copyright in and to all Records made by the Artiste
hereunder will be the absolute property of the Company.
4. The Artiste grants to the Company the right to use his name and
likeness in any reasonable manner as the Company considers best in
connection with the distribution promotion advertising and sale of the
Records provided that the Artiste will first be given the opportunity to
approve of photos and biographical material to be included on any Record
sleeve or other packaging such consent not to be unreasonably withheld
or delayed.
5. (a) The Artiste hereby irrevocably authorises the Company to make
Records of his performances and to distribute and sell them in any
configuration and whether audio or audiovisual throughout the Territory in
accordance with the policy of the Company from time to time.
(b) If the Company licences any other party to make, distribute and sell
the Records in any part of the Territory the terms of such licence shall
contain all the relevant obligations of and restrictions upon the Company
as set out herein and the Company shall be responsible to the Artiste for
any default or breach of this Agreement caused by a licensee of the
Company.
6. (a) The Artiste warrants to the Company that he is entitled to enter
into this Agreement and to grant the rights as herein contained and that
in so doing and in the Company exercising its rights hereby granted neither
the Artiste nor the Company are or will be in breach of any third party
contractual right nor will they infringe any third party proprietary right.
(b) The Artiste undertakes with the Company that he will not do anything
or execute any document which will result in the derogation from or breach
of the rights he has granted to the Company hereunder.
(c) The Artiste undertakes that during the Term he will not make any
performance which to his knowledge will be recorded by any party other
than the Company without having obtained the prior consent of the
Company in writing.
7. The Artiste undertakes to indemnify the Company from any claim cost
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 673
G : CDD (Vol. 3) ? 43674 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
damage or expense (including reasonable legal costs) incurred by the
Company as a direct result of the breach by the Artiste of any of his grants
of rights or warranties set out herein.
III. Artiste?s obligations.
8. As and when reasonably required to do so hereunder the Artiste will:
(a) Attend meetings with the Company to discuss and agree when any
recording is to be made and also who will be the producer of it and what
is to be the likely material to be recorded and to approve a recording budget.
(b) (i) (if he is a composer) compose and write suitable commercial
compositions in accordance with his normal professional style for all
recordings and that (except as may be agreed by the Company) he will
record only his own compositions;
(ii) the Artiste will procure that his publisher will issue the Company with
the necessary consents to make and publicly release within the Territory
the first recording of any of the Artiste?s own compositions and that no
mechanical royalty will be required for any part of the Territory in excess
of the set or customary minimum rate applied [on an industrywide basis].
(c) Attend adequate rehearsals of the performance of compositions to
be recorded so as to make proper use of studio time when it is being
recorded.
(d) Co-operate fully with any musical arranger and with the Producer to
ensure that the compositions to be recorded will be of the best commercial
quality and musical appeal reasonably obtainable when recorded.
(e) Attend the recording studio on time and to perform to the best of his
ability under the direction of and in consultation with the Producer and
where necessary repeating or re-recording material so that the final version
is of the best technical quality reasonably obtainable for each Record.
(f) Attend all mixing sessions with the Producer if requested by the
Company so as to ensure that the final Master is acceptable to the Artiste
and to the Company as representing a Record fit to be released for sale
to the public.
(g) Provide to the Company all credits and other information required
for the Record sleeve and label and will be available at all reasonable times
to discuss and approve packaging or sleeve artwork and other promotional
material to be used in respect of the release and promotion of the Record.
(h) Discuss and agree with the Company the format of any recording
to be made of a visual promotional video or any other audiovisual recording
of any composition and to make himself available for any such recording
to be undertaken.9. The Artiste agrees that when giving live concerts or when on tour:
(a) He will promote his latest recording and will perform a reasonable
proportion of his recorded material.
(b) When requested he will agree to the Company televising or filming
any concert if the recording is done for the purpose of creating a ?live album?
recording for issue as an audiovisual recording hereunder it being the
responsibility of the Company to obtain all other necessary consents and
also provided that the cost or recording and filming the event will not be
recouped by the Company from any royalties due hereunder to the Artiste
until the accounting period after the release of the audiovisual recording
and if it is not released for commercial sale by the Company within [18]
months after the recording and filming has been completed then without
prejudice to any other right of the Company the cost of recording and
production will be the liability of the Company and will not be deemed to
be an advance recoupable by the Company from the Artiste; and
IV. Company?s obligations.
10. (a) The Company agrees to request the Artiste to make in each year
of the Term [one Album] to be recorded no later than [six] months from the
commencement date of the relevant year and the Company may ask the
Artiste to record any number of single records not containing any material
on the Album (subject to (e) below) provided that the dates for recording
will be agreed to fit in with the touring and other work schedule of the Artiste.
(b) The Company may request the Artiste to make any further Albums
at any time during the Term provided that if two Albums are recorded during
one year that additional Album shall not be deemed to be in satisfaction
of the minimum of one Album to be recorded in the next or any subsequent
year.
(c) The making and release of an audiovisual live album under clause
9(b) shall not be deemed to be in satisfaction of the minimum of one Album
to be recorded in any year of the term.
(d) Unless the Artiste first agrees in writing (and subject to (e) below)
the Company will not be entitled to satisfy the minimum commitment of one
Album in any year by putting together an Album constituted of either or a
combination of:
(i) excess recorded tracks made at the time any previous Album was
recorded but which were not used on that Album;
(ii) any recordings made from time to time specifically for inclusion on
single records but which have not yet been commercially released
on such records.
(e) (i) If it is clear that a track on any Album is or may be a hit in its own
right the Company may release it together with a suitable ?B? side not being
a track on the Album as a single record.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 675676 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(ii) If immediately prior to the making or the commercial release of an
Album the Artiste has had a hit single the Company shall be entitled to
include it on that next album.
(f) The Company agrees that for the first foreign tour the Artiste makes
within either of Europe or the USA which will exceed [ten] concerts the
Company will provide tour support by the payment of money provided that:
(i) Management and agency commissions are not to be treated as
a tour cost.
(ii) The Company has sight of the tour budget prior to the tour taking
place and provided that controllable costs (such as flight tickets
and hotel bookings) are at an economical rate reasonably appli-
cable to the needs of the Artiste and all of those who are travelling
with him on the tour.
11. The Company undertakes that each Record made by the Artiste at
its request (subject to it being of commercially acceptable-
quality) will be
released commercially within India within [4] months after the Company has
received the Master and complete agreed package artwork track listing
copyright credits and all such information normally contained thereon and
that the Company will promote distribute and sell copies of the Record using
its reasonable endeavours.
12. (a) The Company undertakes to inform such of its subsidiaries or
licensees which it reasonably considers may be interested in the Albums
outside India and within its Territory of the existence of the Albums and with
sample copies thereof and will use its reasonable endeavours to promote
the Album to such parties.
(b) The Artiste accepts that (subject to clauses 10 and 12):
(i) The Company is not able to insist that any such subsidiary or
licensee can be forced to release the Album within a reasonable
time after its Indian release or at any other time.
(ii) The reasonable endeavours of the Company under Clause 10 and
11(a) above will be within the normal Company levels of promo-
tional time and expense and that its marketing policies will be
applied in good faith and that subject thereto all decisions are made
at the discretion of the Company.
13. The Company agrees that in any part of the Territory in which is
released any Album its first release will be on the Company?s (or a
subsidiary?s or licensees) Full Price Record label and that its subsequent
release on any Budget Price or other Low Price label will not be undertaken
within [12] months after such first Full Price release.V. Financial terms.
14. (a) The Company agrees to pay to the Artiste the following sums by
way of advances on account of royalties due to the Artiste under this
Agreement:
(i) The sum of [....................] on the execution of this Agreement
(receipt whereof is hereby acknowledged).
(ii) [IF APPLICABLE] the sum of [.............] on the exercise of each option
by the Company to extend the Term.
(iii) [IF APPLICABLE] the sum of [..............] upon the delivery of the
Master of the first Album to be recorded in each contract year
during the Term.
(b) Any advance payment becoming due under (a) above will be paid
whether or not at that time the Company will have recouped all previous
advance payments to the Artiste.
15. The royalties and any royalty advances paid by the Company to the
producer of any recording made by the Artiste hereunder [will be the
responsibility and liability of the Company and no part thereof will be
recoupable from the Artiste] OR [will be at the cost of the Artiste and the
Company shall be entitled to recoup the whole of such payments from any
royalties due to the Artiste hereunder].
16. (a) Before the production of any Record is commenced the Company
the Producer and the Artiste will agree a budget and the Company and the
Artiste agree to use their reasonable endeavours to ensure that the budget
will not be exceeded it being accepted by each of them that the budget is
only a forecast and guideline.
(b) The whole cost of making any Record (including but not limited to
studio and tape charges arrangers fees and musicians costs and any other
direct cost) will be paid by the Company and will be deemed to be an
advance to the Artiste which together with all advances made under clause
15 or otherwise by the Company to the Artiste shall be recoupable by the
Company as a first charge from any royalties due to the Artiste hereunder.
17. Any payment made to the Artiste as tour support under the provisions
of Clause 10(f) will not be recoupable from the Artiste?s royalties.
18. With the exception of the recording and production costs referred to
in Clause 9(b) (if they are recoupable from the Artiste) any and all advances
made by the Company to the Artiste (or to third parties for the Artiste?s
account) shall be recoupable from any and all royalties due to the Artiste
in respect of the sales of any and all Records made by the Artiste hereunder
to the intent that the aggregated advances on any accounting date will be
recouped from the aggregated royalties due to the Artiste on that date and
that only the excess balance of royalties over advances will be paid to him.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 677678 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
19. The Company agrees to pay to the Artiste the following royalties upon
sales of single records audio albums CD records and audiovisual record-
ings for home use:
[INSERT COMPANY?S ROYALTY RATE STRUCTURE]
VI. Accounting provisions.
20. The Company will maintain accurate and up to date accounts for all
Recordings made and sold by it and of all accountings received by it from
foreign subsidiaries or licensees and will render accounts to the Artiste
within [60] days after the 30th June and 31st December in each year in
respect of all monies received by it from record sales within India and of
all monies received by it from subsidiaries and licensees within the previous
six months in respect of record sales within their licensed territories.
[ADD STANDARD AUDIT CLAUSE]
21. (a) If the Company or (as the case may be) the Company?s subsidiary
or licensee in a foreign country retains reserves from each royalty
accounting for record sales in those territories against returns to be made
to it in respect of record sales in previous accounting periods then the
reserves in respect of each accounting will be in accordance with the overall
policy of the licensee but shall not exceed [............] per cent on Album
royalties and [...........] per cent on singles royalties due upon each
accounting from that licensee to the Company.
(b) The royalty reserve retained in any accounting period will be
liquidated within the [third] accounting thereafter.
22. If any country within the Territory:
(a) Imposes a sales tax or other tax upon the royalties ultimately to be
received by the Artiste the Company shall promptly notify the Artiste thereof
and shall take any reasonable steps to prevent that deduction (where it is
legally possible) and shall provide the Artiste with any tax deduction
certificate applicable thereto.
(b) Imposes a foreign exchange transfer restriction then the Company
will ensure that an interest-bearing account will be opened with a reputable
bank in the name of the Artiste into which will be paid his portion of royalties
during such period of restriction.
VII. Re-recording restriction.
23. The Artiste undertakes that he will not re-record for any other party
within [5] years from the date of the termination of this Agreement or [1]
year from the deletion of the Record from the Company?s current catalogue
of available product (whichever period is the shorter) any composition
recorded by the Artiste hereunder except that if any such recorded
composition has not been commercially released for the first time at leastin India by the Company within [12] months after the termination of this
Agreement then this prohibition shall not apply thereafter to any such
composition.
VIII. Termination.
24. [Add to a standard clause where the Artiste is a group]
(a) In the event that any of the members of the Artiste contracted
hereunder leave the Artiste and if any other person becomes a member
of the Artiste written notice thereof with all details will be given promptly
to the Company and where it is possible the Company will be given advance
notice of the change in membership.
(b) The Artiste undertakes to procure that any new member signs an
agreement with the Company in identical terms as those applying to the
Artiste at that date failing which (or if the new member will be in breach of
any third party rights in doing so) the Artiste undertakes not to make him
a member of the Artiste until he does sign the Company?s agreement with
the full legal entitlement to do so.
(c) (i) If upon any member leaving the Artiste the Company reasonably
considers in good faith that the constitution or marketability of the Artiste
after taking account of his replacement has so fundamentally changed that
it does not have the same status or quality as the Artiste it contracted with
the Company may terminate this Agreement by written notice.
(ii) The Company will be entitled (but will not be obliged) to ask the newly
constituted Artiste to make test recordings upon which the Company can
judge its decision.
[STANDARD CLAUSES]
IN WITNESS whereof.
42
Agreement between Recording Company and Producer for
producing a Musical Album of an Artiste having exclusive
Recording Agreement with the company
THIS AGREEMENT is made the…………….. day of…………….. 20…… BE-
TWEEN…………….. of…………….. (hereinafter called the Company) of the first
part and………. of………(hereinafter called the Producer) of the second part
and…………….. of……………… (hereinafter called the Artiste) of the third part.
WHEREAS:
(A) The Company has an exclusive recording agreement with the Artiste
and proposes to record a long playing album (hereinafter called the Album)
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 679680 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
to be performed by the Artiste and comprising the Musical Compositions
set out in the Schedule hereto or such alternative compositions as shall
be agreed between the Artiste and the Company (hereinafter called the
Compositions).
(B) The Producer is a well known Producer of records.
NOW IT IS AGREED as follows:
I. Definitions.
I In this Agreement the following words will have the following meanings:
?Record? shall mean gramophone records, recorded tape video disc
laser disc or any other configuration or device representing the Album
(including any audio-visual device having the same purpose and effect)
wholly consisting of the Compositions and includes sound recording as
defined in cl. XX of sec. 2 of the Copyright Act, 1957.
?Territory? shall mean the world.
?Net Sales? shall mean all sales of Records for which the Company
actually receives payment in India.
?Full Price Sales? shall mean sales of the Records at the top recom-
mended consumer Sales Price for the Records.
?Budget Sales? shall mean sales of Records at a Price being less than
[two thirds] of the recommended Full Sales Price. Sales of Records through
extensive TV advertising in any country will be deemed to be Budget sales
in that country for the calculation of the Producer?s royalty thereon.
?Other Sales? shall mean sales of Records licensed for a flat fee or sold
at any price lower than the Budget Sales Price including mail order
merchandise, promotion and other sales channels not being on a regular
retail basis.
?Sales Price? shall mean the recommended sales price in any category
applicable in the country of sale or the country of manufacture at the choice
of the Company (but in the same manner as the Artiste is accounted to for
royalties on sales of the Album) less all Sales Tax and other statutory or
other governmental deductions from the price.
II. Engagement of producer.
2. The Company hereby engages the Producer to produce the Album
and the Producer agrees to do so upon the terms and conditions herein
set out it being intended that the recording of the Album will commence on
or about [.................] and shall be completed on or about [.................].
III. Producer?s obligations.
3. The Producer agrees to render to the best of his skill and ability all
services usually rendered by a top reputable record Producer in accor-dance with the directions given to him from time to time by the Company
and in collaboration with such persons as the Company may designate in
order to create and provide to the Company a recording of each of the
Compositions to a technical and artistic quality satisfactory to the Company.
4. The obligations of the Producer will include the following:
(a) Advising the Company or the Artiste upon any proposed additional
requirements by way of instruments orchestration and appointing any
arranger of the Compositions and any ?fixer? required for backing musicians.
(b) If requested by the Company to submit a budget of the costs likely
to be incurred by the Company in producing and recording the complete
Album through to the fully edited and mixed two track master tape (the
Budget).
(c) To listen to the Artiste in rehearsal if requested to enable the Producer
to get a preliminary concept of the contents of the Compositions so that
he can plan the production of the Album.
(d) To attend the recording studios in accordance with a time schedule
which will be agreed so as to be convenient for the Producer and the Artiste
and to make the best use of studio time.
(e) To direct and supervise the musical arrangement of the Compositions
the sound engineering and artistic direction of the Artiste in his performance
in the studio and to get him to record and (if necessary) re-record each
Composition until the Producer and the Company are satisfied that the
quality of the Album will be in accordance with Clause 3.
(f) To ensure that he will be available during the whole period of his
engagement hereunder and that he will not take on any other engagement
which may prevent him from doing so.
(g) In the event that for any reason the production of the Album is not
completed within its estimated production time the Producer agrees to
make himself available at such other times as shall be reasonably agreed
by the Company in consultation with him to complete the Production and
at no extra charge to the Company unless otherwise agreed in writing.
(h) Not to incur any unapproved liability or expense on behalf of the
Company on the Artiste in connection with the production of the Album.
(i) Not to make any statement or disclosure to the press or any other
party of any confidential information relating to this Agreement or the
business of the Company or the professional activities or the private life of
the Artiste.
IV. Obligation of the Company.
5. (a) The Company will provide the Producer with such assistance and
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 681682 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
facilities as he may require to produce the Album as set out within the
Budget including the following:
(i) Paying for the arrangement of the Compositions and all additional
musicians and musical instrumentation.
(ii) Paying for all recording and other costs set out in the Budget and
any other costs which may be incurred provided that they are
agreed by the Company.
(iii) Using its reasonable endeavours to ensure that the Artiste will be
available for rehearsal recording and mixing the recording of each
Composition.
(b) Except where this Agreement has been terminated under Clause 11
if the recording of any of the Composition at any time after its completion
is to be re-mixed or re-edited or have additional material inserted into it then
the Company will request the Producer to do so and if the Producer is not
able to do the work as and when reasonably required by the Company it
shall be entitled to have it done by any other person of its choice.
(c) The Company will ensure that if the Album constitutes the first
recording of the Compositions it will have obtained the necessary consents
of the owners of the copyrights therein and in any other case that all
licensing formalities will have been complied with.
V. Producer?s proprietary rights.
6. The Producer hereby assigns to the Company any and all copyright
and any other proprietary rights which may exist in or be created by the
original performance of the Producer in producing the Album.
VI. Producer?s remuneration.
7. In consideration of the Producer fulfilling his obligations set out herein
the Company agrees to pay him:
(a) An advance on account of royalties payable hereunder of [Rs.........]
payable as to one half on the signing hereof and one half on the completion
of production of the Album to the reasonable satisfaction of the Company
under clause 3 and the whole of such advance (together with any other
advance the Company may pay to the Producer in respect of the Album)
shall be recovered by the Company as a first charge on all royalties payable
to the Producer hereunder.
(b) Subject to sub-clause (d) a royalty on [100% of Net Sales] of Records
as set out in clause 9 below:
(i) [.................] per cent upon Full Price Sales.
(ii) [.................] per cent upon Budget Sales.
(iii) [.................] per cent upon Other Sales.[Alternative (b) The royalty payable to the Producer will be [.................]
percent of the Full Price Sales and shall be pro-rated in respect of all other
sales in accordance with the royalty payment terms contained in the
recording agreement between the Company and the Artiste which are set
out in the Schedule hereto].
(c) In respect of any Record which does not wholly consist of the
Compositions the relevant royalty rate will be pro-rated as to the number
of Compositions within the total number of recorded tracks on the Record.
VII. Producer?s credit.
8. The Company will give the Producer a credit as the producer of the
Album on the record label and the record sleeve and whenever else in
advertising and promotional material credits are given to persons or parties
other than the Artiste the credit being ?Produced by [.................]? with a
typography and position no less favourable than other major third party
credits.
VIII. Accounting for royalties.
9. The Company agrees to account to the Producer for his royalties as
set out below:
(a) All royalties shall be computed in the national currency [of the place
of sale] and if the proceeds of a foreign sale are exchanged into rupee the
royalties shall be paid at the same rate of exchange as that at which the
exchange into rupee took place.
(b) The Company shall render written accounts is of all sales of the
Album which are notified to the Company and in respect of which it receives
full payment in India such accounts being submitted to the Producer within
[45] days after the [30th June and 31st December] in each year in respect
of royalties received by the Company within the preceding half year.
(c) The accounts shall set out in reasonable detail the countries in which
the sales have been reported and in which sales category (see clause I
definitions of Record Sales).
(d) If in any country there is any restriction upon the remittance to India
of money due to the Company this will be identified by the Company in the
appropriate accounting and at the request of the Producer the Company
will request the Company?s local Licensee to open a bank account in that
country in the name of the Producer and pay into it all blocked money due
to the Producer from these royalties.
(e) The Company agrees to maintain full and accurate accounting
records in connection with the Sales of Records of the Album and all
royalties and sales receipts received by it.
(f) The Producer or his qualified representative shall be entitled to
examine and take copies of the accounts relating to the Album not more
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 683684 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
than once in each year during reasonable business hours upon giving the
company not less than [14] days prior written notice.
(g) For the purposes of this Clause references to ?Album? will include
reference to any track on the Album which is released separately from it
on any other Record released for sale.
IX. Company?s manufacturing obligations.
10. The Company shall be entitled to (or not to) manufacture promote
and sell Records of the Album throughout the world as it sees fit and to
decide whether or not to continue to do so as a commercial decision for
which it is solely responsible there being no express or implied obligation
upon the Company to do so.
X. Termination.
11. (a) The Company shall be entitled to terminate this Agreement
forthwith at any time by giving the Producer written notice upon the
happening of any of the following:
(i) The Producer failing persistently to attend to and deal with any
material matters requiring his attention during the production of the
Album whereby the production is delayed or the Budget is being
or will be materially exceeded without the consent of the Company
or the artistic and commercial quality of the recording is not or is
not
likely to be of acceptable quality in the reasonable opinion of
the Company it being agreed by the Producer that the point at
which this Agreement becomes terminable for those reasons is to
be decided at the absolute discretion of the Company in good faith.
(ii) Without prejudice to the rights of the Company under (i) above if
the Producer fails to remedy any specific material breach of his
obligations within [3] days after receiving written notice from the
Company stating the breach and requiring its remedy.
(iii) The Producer compounding with his creditors becoming bankrupt
or being convicted of any criminal act or suffering any accident or
incapacity which effectively prevents him from carrying out his
obligations hereunder.
(b) The Producer shall be entitled to terminate this Agreement forthwith
by giving written notice to the Company if:
(i) The Company fails to remedy any material breach of its obligations
within [7] days after receiving written notice from the Producer
stating the breach and requiring its remedy.
(ii) The Company winding up (except for amalgamation or reconstruc-
tion) ceasing to trade or compounding with its creditors.(c) Upon termination of this Agreement by either party:
(i) If the recording of any Composition is substantially incomplete (as
determined by the Company in its discretion upon a reasonable
assessment of progress) the Company shall be entitled to have it
completed by another producer and to give that other producer the
production credit.
(ii) If the recording of a Composition is completed or substantially
completed but it is not yet mixed the Company shall be entitled to
have it mixed (or completed and mixed) by another producer in
which case they will each have a co-producing credit.
(iii) If only some of the Compositions have been recorded and the rest
of the Compositions are produced by another producer then each
producer will be given credit accordingly for all the compositions
which he produced.
(iv) The Producer will remain entitled to receive his royalties on the
Compositions for which recording and mixing to the full status of
a master tape has been completed subject to recoupment by the
Company of any advance or any established compensation which
may be due from the Producer to the Company.
(v) If any Composition has co-producers under (iii) above the Producer?s
royalty will be pro-rated between them as the Company shall
determine in good faith upon an assessment of the overall
contribution and time spent by each of them upon the production
of it.
(vi) Any other outstanding rights or obligations between the parties
shall remain including Clause 4(i).
XI. Assignment of obligations.
12. (a) The Company shall be entitled to assign its obligations hereunder
to any party to whom it assigns the rights to manufacture and sells Records
containing the Artiste?s performance and the right to receive the royalties
arising from the sale of the Records provided that the assignee undertakes
in writing with the Producer to continue to pay him his royalty entitlement
as set out herein.
(b) In no circumstances will the Producer be entitled to assign any of
his obligations hereunder to any other party.
[STANDARD CLAUSES]
IN WITNESS whereof the parties hereto have set their hands the day and
year first above written.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 685686 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
43
Agreement between a music company and a record publisher
granting exclusive right of recording and publication of
songs and lyrics composed by the composer of the
music company
THIS AGREEMENT is made the................ day of................. BE-
TWEEN................ of (hereinafter called the Publisher) of the first part
and........... of (hereinafter called the Company) of the second part
and..................... of (hereinafter called the Composer) of the third part.
WHEREAS the Company has the benefit of a sole and exclusive song
writing and composing agreement with the Composer dated the [.................]
and which has an expiry date of [.................].
NOW IT IS AGREED as follows:
I. Definitions.
1. ?The Compositions? shall mean the compositions set out in the
Schedule hereto together with all of the compositions written and com-
posed by the Composer during the Contract Period.
?The Contract Period? shall mean the period commencing on the date
hereof and terminating on the [third] anniversary date [terminating on the
[.................] day of [.................] subject to earlier termination in accordance
with clause 16 hereof].
?The Rights Period? shall mean the period of [five] years from the date
of this Agreement.
?The Rights Extension Period? shall mean the period of [eight] years from
the date of this Agreement which shall apply to any Composition for which
the Publisher obtains a bona fide commercially released Cover Record
during the Contract Period.
?The Rights? shall mean the exclusive rights within the Territory to do
the following things:
(i) To print publish and sell copies of the Compositions in sheet or
book form.
(ii) To use the name likeness and biographical material of the
Composer solely in connection with the exploitation of the Com-
positions.
(iii) To grant non-exclusive worldwide mechanical licences for the
reproduction of the Compositions by any means for audio or
audiovisual records commercially released for home consumption
as ?records? and to collect all royalties and fees arising therefrom.(iv) To grant non-exclusive worldwide licences for the-
use of the
Compositions in the sound tracks of cinematograph films TV films
and all other audiovisual devices.
(v) Subject to Clause 7 the right to make or authorise arrangements
and adaptations of the Compositions [provided that the Publisher
obtains the prior written consent of the Company].
?The Territory? shall mean [the world].
?at Source? (as referred to in Clause 11) in connection with income shall
mean the income arising to be paid gross in any country of the Territory
whether it is to be collected by the Publisher or by any sub-publisher but
(where applicable) after any statutory deduction made thereon in accor-
dance with law.
?Cover Recording? shall mean only a recording made by a local artiste
during the Contract Period and released by a local record company
(including a local affiliate or subsidiary of an international record company)
within any country of the Territory but excluding India unless the Composer
is also an artiste who has released a record containing that composition.
II. Grant of rights.
2. (a) Subject to and upon the terms and conditions and for the
consideration herein set out the Company hereby grants to the Publisher
within the Territory the sole and exclusive licence to exercise the Rights in
respect of the Compositions and the copyright and all other rights not
hereby licensed to the Publisher in respect of the Compositions shall be
reserved to the Company which shall be entitled to exercise them as it sees
fit in its absolute discretion within the Territory.
(b) Subject to clauses 8 and 16 hereof the Publisher shall be entitled
to exercise the Rights in respect of all of the Compositions during the Rights
Period and in respect of any Composition for which the Publisher procures
a Cover Record it shall be entitled to exercise the Rights relating thereto
for the Rights Extension Period.
3. As and when the Composer writes any Composition the Company
undertakes to provide to the Publisher top lines of the music and written
down lyrics promptly after such creation or to provide the Publisher with
a demo tape of the Composition of sufficient quality to enable the Publisher
to top line the Composition and write down the lyrics.
III. Obligations of Company.
4. The Company warrants to the Publisher that:
(a) It is or (subject to Clause 18) will be the legal and beneficial owner
of the copyright and all other rights in and to the Compositions within the
Territory for a period which will exceed the Rights Extension Period.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 687688 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(b) It is entitled to enter into this Agreement and that there is no (and
the Company undertakes not to enter into any) agreement or commitment
nor will it grant any assignment licence or other right in respect of any
Composition which would cause it to be in breach of this Agreement or
which would cause the Publisher to be in breach of any third party rights
or which would inhibit the exercise by the Publisher of any of its Rights set
out herein.
(c) All of the Compositions will be original to the Composer and that he
will not in composing them make any use of third party material and that
no Composition will be defamatory or commercially or religiously objection-
able or otherwise prejudicial to the name, reputation and business of the
Composer the Company or the Publisher.
(d) The Composer will not compose any Composition which he will
attribute to any other person as the author thereof or in respect of which
he will use a pseudonym which is not notified to the Publisher and that he
will not claim to be the author of any Composition of which he is not the
author.
(e) The Composer will use his reasonable endeavours to pursue his
composing career and compose songs and write lyrics either for his own
use or for the use of others which are of reasonable commercial appeal and
of sufficient substance to merit being promoted by the Publisher but this
does not create any express or implied obligation upon the Composer to
compose any minimum number of Compositions during the Contract
Period.
(f) If during the Contract Period the Composer is an artiste being
contracted to a reputable or major record company which records his
performances and releases them commercially the Composer will use his
best endeavours to include on all such records exclusively his Composi-
tions unless there is a good reason for including the compositions of another
composer.
5. The Company agrees to indemnify the Publisher from any and all
claims costs damages and liabilities (but excluding any prospective loss of
profits) incurred by the Publisher directly from the consequences of breach
by the Company of any warranty or representation made to the Publisher.
IV. Obligations and rights of Publisher.
6. (a) The Publisher will use its best endeavours to:
(i) promote and publish and obtain recordings of the Compositions
throughout the Territory either itself or through sub-publishing
representatives;
(ii) ensure the prompt and correct accounting to it of all income arising
from exploitation of the Compositions;(iii) ensure that the Compositions are registered with all appropriate
copyright authorities;
(iv) (where applicable) make all copyright registrations to protect the
legal status of the Compositions;
(v) take all reasonable steps to protect the copyright in the Compo-
sitions and to identify and (in consultation with the Company) to
pursue infringers of such copyrights where that is practical and
economic.
(b) It is recognised by the Company that until such time as the
Compositions become publicly available through any commercial means
of exploitation the Publisher may not be able to perform some of its
obligations under (a) but such recognition does not reduce the obligations
of the Publisher hereunder.
(c) The obligations of the Publisher will not be modified or reduced by
the extent of success achieved by the Composer his record company or
any other party in promoting any of the Compositions.
(d) The Publisher will maintain a file of correspondence memoranda and
other evidence of significant communications it has had with all of its sub-
publishers and with any other third party within the Territory concerning the
promotion publishing and recording of the Compositions which evidence
shall be made available to the Company for inspection at its request (but
which shall not be more than once in each year) so the Company can be
reasonably satisfied as to the Publisher?s efforts on its behalf.
7. Subject to the Company?s prior written consent and also its agreement
upon the sharing of performance income with the arranger or translator the
Publisher will be entitled to make or authorise the making of arrangements
of the music of any Composition or the translation of the lyrics of any
Composition provided that the copyright and all other rights in the
arrangement of the music of a composition is assigned to the Publisher as
an expansion of the copyright and all other rights in the original Composition
and all credits and copyright collection society registrations will be made
accordingly.
V. Payments to Company.
8 (a) The Publisher (and each sub-publisher for its own part of the
Territory) will be entitled to collect all of the income royalties and fees arising
within the Territory and paid at any time during the Rights Period and within
the period of [six] months thereafter.
(b) In respect of Compositions contained in Cover Records the Publisher
will be entitled to collect all of such income paid during the Rights Extension
Period and within the Period of [six] months thereafter.
(c) (i) Any income received by the Publisher arising in India or wherever
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 689
G : CDD (Vol. 3) ? 44690 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
else the Publisher does not use a sub-publisher the expiry of relevant [six]
month period will be paid forthwith to the Company without deduction.
(ii) The Publisher will be entitled to receive and to retain its share of
income paid by a sub-publisher by the end of the [six] month period although
it is received by the Publisher after the expiry of that period but any
subsequent payments by any sub-publisher to the publisher will be paid
forthwith to the Company without deduction.
(iii) The [six] month extension referred to in (a) and (b) above will not
apply if this Agreement is terminated under Clause 16 and all income
received by the Publisher after the termination date with the sole exception
of the first accounting after termination made by each sub-publisher will be
paid forthwith to the Company.
9. In consideration of the grant of the Rights by the Company to the
Publisher and the performance of the Company?s other obligations hereun-
der the Publisher agrees to pay the Company the following royalties in
respect of income arising within India or (as the case may be) received by
the Publisher from its sub-publishers outside India (as set out in Clause 11)
from exploitation of the Compositions.
VI. Sheet Music.
(a) (i) Ten percent of the marked retail selling price of all folios or albums
containing wholly the Compositions and pro rata where a printed album also
contains third party copyrights.
(ii) [75%] of all income received by the Publisher from licensing the
printing of any Composition by a third party.
(iii) No royalties will be paid on all copies of sheet music distributed free
of charge for promotional purposes.
VII. Mechanical Royalties.
(b) [75%] of all royalties and other income received by the Publisher from
licensing the use of any Composition in connection with the making of
records tapes and other devices whether audio or audio-visual for sale to
the public as ?records?.
VIII. Synchronisation fees.
(c) [75%] of all income of the Publisher from licensing the inclusion of
any Copyright in the sound track of a television film or cinematograph film
or any other means or device of a like nature for public performance or
exhibition or otherwise.
IX. Other use income.
(d) [75%] of all other income received by the Publisher not included
above being for use of any of the Compositions in any manner.X. Advances
(f) The Publisher agrees to pay the Company the following advance
payments on account of fees royalties and other income due to it hereunder
and which will only be recoupable by the Publisher as a first charge from
any and all of the Company?s share of income received by the Publisher:
(i) Rs…………… on the signing of this Agreement.
(ii) Rs…………… on each anniversary date of this Agreement provided
that all previous advances have been fully recouped.
(iii) Rs…………… on the commercial release in India of the first long
playing record performed by the Composer in each year of this
Agreement containing all or all but [one] of his Compositions.
10. If a Cover Record is released in any part of the Territory the Publisher
will notify the Company in writing of the details thereof reasonably promptly.
XI. Sub-publishers.
11. (a) The Publisher will be entitled to appoint as sub-publishers outside
India any reputable publisher provided that such delegation shall be without
prejudice to the obligations of the Publisher itself within that Territory and
provided that the sub-publisher retains not more than the following shares
of ?at source? income arising within its Territory:
(i) [25%] of mechanical royalties except for Cover Records when the
proportion will be [40%] on Sales of the local Recording only.
(ii) [25%] of all other income arising from any source within its territory.
(b) The Publisher will be entitled to appoint as a sub-publisher any
subsidiary or associated company provided that it first informs the Com-
pany thereof in writing and provided that the sub-publisher?s retentions of
?at source? income are no more than as set out in (a) above and that the
terms of the sub-publishing agreement are the same as those the Publisher
imposes upon other independent sub-publishers appointed by it elsewhere
within the Territory.
(c) Upon request by the Company the Publisher agrees to provide it with
copies of all agreements with its sub-publishers in respect of the Com-
positions but it will be entitled to delete private information such as the
amount of advances received which are no concern of the Company under
this Agreement.
(d) No sub-publisher shall be authorised to appoint any sub-sub-
publisher for any part of its territory.
XII. Publisher?s Accounts.
12. The Publisher will maintain (and will require any sub-publisher to
maintain) complete and accurate books of account in respect of all
exploitation and uses of the Compositions showing clearly the relevant use
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 691692 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
of the Composition the source of income the amount received and the date
of receipt and all other information relating thereto customarily required for
accurate and timely accounting to the Company and to enable auditing to
be undertaken.
13. (a) The Publisher will account to the Company half yearly within [45]
days after each 30th June and 31st December in respect of all receipts of
the Publisher within the previous half year.
(b) The Publisher will use reasonable endeavours to ensure that income
due to it from sub-publishers is remitted without delay and the Publisher
will ensure that each sub-publisher accounts to it accurately in accordance
with clause 14(e).
(c) If a country within the Territory has exchange control foreign
remittance restrictions the Publisher will procure that the Company?s share
is deposited in a bank account on interest in its name except where the
Publisher is still recouping any outstanding advances to the Company when
the amount due to the Company shall be set against the advance by way
of recoupment.
14. (a) The Company or its authorised representative (who shall be a
chartered accountant) shall be entitled to inspect and take copies of the
accounts of the Publisher relating to the Compositions not more than once
each year and within 12 months after the expiry of the [six] month periods
referred to in Clause 8 or after the date of prior termination (as the case
may be) by appointment and upon giving the Publisher not less than [14]
days prior written notice.
(b) If there shall be any discrepancy in the Publisher?s accounts in favour
of the Publisher the Publisher shall be entitled to recoup any excess
payment from the next accounting to the Composer without interest
thereon.
(c) If there shall be any discrepancy in the Publisher?s accounts in favour
of the Company:
(i) the discrepancy will be paid immediately;
(ii) interest at [2] per cent over the basic rate applied by [............] bank
from time to time shall be payable thereon from its due date up to
the date of payment;
(iii) if the discrepancy exceeds [5%] of the amount properly due for the
period being audited then the reasonable costs incurred by the
Company in connection with the audit will be paid by the Publisher.
(d) The accounting by the Publisher from foreign source earnings shall
be calculated in rupee at the same exchange rate as applied when the
Publisher converts its relevant foreign receipts into sterling.(e) If there are reasonable grounds for believing that the accounting from
any sub-publisher is incorrect the Publisher will request the sub-publisher
in writing to satisfy the Publisher on the error or to make the appropriate
payment.
(i) If the sub-publisher fails to do so and if the error is substantial the
Publisher agrees promptly to undertake an audit of the sub-
publisher?s accounts and income reporting procedures at its own
cost and to ensure that if any such discrepancy is found it will be
collected by the Publisher and included within its next accounting
to the Company.
(ii) If a discrepancy is established and the sub-publisher fails at its next
accounting to make it good the Publisher will terminate its
agreement with that sub-publisher forthwith.
XIII. Copyright breach procedure.
15. If the Publisher receives any claim that any of the Compositions is
in breach of a third party copyright or other rights:
(a) It will promptly notify the Company in writing together with such
details as may be available.
(b) The Publisher and the Company will consult promptly to establish
whether or not the claim has a good foundation:
(c) (i) If they are both satisfied that the claim is invalid the Publisher is
entitled to defend the claim as it thinks best and the Company and the
Composer will give the Publisher all assistance reasonably required by it
and if ultimately the Publisher is advised to settle the claim by its legal
advisers on economic or legal grounds which are accepted by the Company
it may so settle.
(ii) If notwithstanding any advice given to the Publisher under (i) above
to settle the claim the Company is advised by its legal advisers to maintain
the defence the Publisher agrees to do so subject to the Company taking
full responsibility for the financial risk of costs and compensation and
providing the Publisher with acceptable security in that respect.
XIV. Termination.
16. The Company will be entitled to terminate this Agreement at any time
from the date hereof to the expiry of the Rights Extension Period forthwith
upon giving the Publisher written notice upon the happening of any of the
following events:
(a) The Publisher failing to remedy a material breach of this Agreement
within [21] days after receiving a written notice from the Company specifying
the breach and requiring its remedy.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 693694 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(b) The Publisher ceasing permanently to trade or compounding with
its creditors or winding up except for amalgamation or reconstruction.
17. Upon termination of this Agreement by expiry of the Rights Period
or the Rights Extension Period (as the case may be) or upon earlier
termination under clause 16 all of the rights herein granted to the Publisher
shall terminate forthwith and shall revert to the Company including (where
this Agreement is terminated under Clause 16) the benefit the Publisher
has of all of the sub-publishing agreements entered into by it with effect from
the termination date and the Company will promptly notify each sub-
publisher accordingly which (as the Publisher hereby agrees) will from the
date of termination make all accountings and payments to the Company
wholly for its own benefit instead of to the Publisher.
18. (a) The Composer is a party hereto to give assurance to the Publisher
that the Company is fully entitled to enter into this Agreement and the
Composer has contemporaneously herewith signed a side letter addressed
to the Publisher which has placed reliance thereon as a condition of
entering into this Agreement.
(b) The Publisher agrees that in the event of the Composer ceasing to
provide his composing and songwriting services to the Company or acting
in any other way during the Contract Period whereby the Company is in
breach of this Agreement then the Publisher will be entitled to exercise its
rights under the attached side letter and whether or not it does so the
Company will not be deemed to be in breach of this Agreement for the
purposes of the Publisher having any monetary claim of any nature and
howsoever arising against the Company from such breach.
[STANDARD CLAUSES]
IN WITNESS
44
Letter in the form of a collateral guarantee from a
song-composer of a Music Company to the Publisher
of Records entering Publication Contract with
the Music Company
Dear Sirs,
Pursuant to an exclusive contract dated the [....................] and expiring
on [.................] between the undersigned and [.................] (the Company),
the Company is entitled to my exclusive services as a Composer and
songwriter. I have been advised that the Company is entering into a written
agreement with you (the Publishing Agreement) whereby you are granted
Licence rights for the Territory in and to the Compositions as defined therein.In consideration of your executing the Publishing Agreement, I hereby
agree as follows:
1. I warrant that the Company has the right to enter into the Publishing
Agreement and that the Company shall continue to have such rights during
the whole of the period of the Publishing Agreement. I confirm all of the
Company?s obligations and Warranties in connection with me and with the
Compositions and I shall duly, and to the best of my ability perform and
discharge them.
2. If during the period of the Publishing Agreement, the Company shall
for any reason cease to be entitled to my songwriting services, or if the
Company shall be in breach of the Publishing Agreement then I will at your
request do all such acts and things as shall give to you the same rights and
benefits as you may have at that date under the Publishing Agreement. In
such event, I shall be entitled to the payment by you direct of all income
which I would have received under my agreement with the Company.
3. You have the right to use and publish my name (both legal and
professional), likeness and/or biographical material but only in connection
with the exploitation of the Compositions, pursuant to the Publishing
Agreement.
4. No termination of the Publishing Agreement shall operate to diminish
any of my liabilities or obligations hereunder without your written consent.
5. Subject to Clause 2 I understand and agree that (with the exception
of performance income) all income which may be due to me from the
exploitation of the Compositions in the Territory prior to your exercise of this
letter shall be paid to me by the Company and I shall look solely to the
Company for such payment. Any such royalties and other monies which
may become due to me directly from you under Clause 2 shall be available
for the recoupment of any and all then outstanding advances paid by you
to the Company under the Publishing Agreement.
Yours faithfully,
45
Agreement between Musicians to form a Musical Group for
the mutual benefits under agreed terms and conditions
THIS AGREEMENT is made the……….. day of……. 20…. BETWEEN………………..
of……………… and………………… of………………….. and……………………..
of………………. (hereinafter individually called the Members)
WHEREAS on or about the [.................] the Members agreed to form a
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 695696 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
musical group (hereinafter called the Group) for the purpose of carrying on
business together as musicians for their mutual benefit and by this
Agreement they wish to establish the terms upon which Group business
will be conducted.
NOW IT IS AGREED as follows:
I. Constitution.
1. (a) The Group shall be constituted as a Partnership and this
Agreement and any valid modification shall be the only terms which will
apply to the Members within the context of the Group.
(b) In respect of any Member this Agreement will subsist until such time
as he shall cease to be a Member except for those clauses which are stated
to remain in force thereafter.
(c) The Members agree that they will act in good faith in connection with
any matter relating to the constitution of the Group and any of the activities
of the Group and any obligations entered into by the Group with third parties.
II. Group decisions.
2. The following decisions shall be made and acted upon only with the
unanimous consent of all the members:
(a) the decision to appoint and the terms of the appointment of a
manager of the Group or an agent to represent the Group;
(b) the admission of a new permanent Member of the Group;
(c) any change in the professional name of the Group;
(d) the choice of record company and publishing company and the
negotiation of the terms of all long term agreements relating to the
professional services of the Group or any promotion or exploitation
of any product of or rights in the goodwill and reputation of the
Group;
(e) the undertaking of any significant Group activity such as interna-
tional touring or the recording of a TV special;
(f) forming a limited liability company for the purpose of transforming
the present partnership into a corporate entity whether for tax or
liability or any other financial or commercial reason;
(g) the making of any request for or commitment to any significant loan
or other Group financial liability to any party (including any
guarantee of third party obligations) and for any purpose and in
this context ?significant? shall mean a transaction or series of
related transactions or a facility exceeding [.................] whether or
not the whole amount thereof is intended to be drawn down at any
time;(h) jointly investing or lending any excess Group Income in any
venture outside Group activities in the normal course of business.
3. (a) Any decision not being within clause 2 or which is otherwise stated
to require the unanimous consent of all Members will be decided upon by
a majority of votes on a show of hands each Member having one vote.
(b) In the event of an equality of votes either side the matter proposed
and voted upon shall be deemed to have been rejected.
(c) If the Group appoints its manager or any other party to adjudicate
on any matter which cannot be resolved by voting then a condition of that
appointment is that the decision of the adjudicator will be accepted by the
Group.
III. Change of Membership of Group.
(A) Voluntary retirement.
4. If a Member wants to leave the Group for whatever reason he may
do so by giving not less than [three] months written notice to the other
Members subject to Clause 6(h).
(B) Expulsion of a member.
5. (a) (i) A Member may only be expelled from the Group by the
unanimous decision of all of the other Members giving written notice to the
expelled Member.
(ii) In the case of any ground for expulsion other than fundamental
disagreement on Group policy or development the expelled Member must
first (if appropriate) have been given a reasonable opportunity to remedy
the complaint or to have been warned about his activity complained of and
the written notice of expulsion must state the reason for the expulsion.
(b) If the unanimous decision is given without reasonable cause such
as (but not limited to) a material breach of this Agreement or permanent
incapacity or a serious criminal conviction or a fundamental disagreement
with the Member over Group internal matters then the expulsion shall be
without prejudice to any right or claim the expelled Member may have
against the other Members as a consequence thereof.
(c) If the expulsion is for good cause as described in (b) above the only
claim the expelled Member will have against the other Members is for a
continued accounting to him of royalties and other income arising from
records made songs written or events undertaken while he was a Member.
IV. Consequences of Membership change.
6. Whatever the cause of a Member leaving the Group the following
matters will be dealt with:
(a) Subject to (b) below no single Member or minority of Members
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 697698 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
whether being expelled or leaving voluntarily will have any right in title to
or claim upon the name of the Group or any goodwill attached thereto and
the remaining majority of the Members together with any future Members
(for so long as they are Members) shall have between them the sole right
to the use of the Group name.
(b) (i) If the Group name is synonymous with or is substantially based
upon the real name or the established professional name of an expelled
or leaving Member nothing shall prevent the expelled or leaving Member
from utilising his name as his solo professional name or from forming
another Group using his professional name but not precisely in the wording
or the logo design of the Group name and the Group shall have no claim
for passing off or otherwise against that departed Member it being agreed
that the Group will promptly change its name to one having no connection
with or similarity to the name of that departed Member.
(ii) If the synonymous Group name has been applied for or registered
as a trademark or service mark by the Group then the remaining Members
undertake forthwith upon the departure of the Member to either assign the
trademark or the benefit of the application to him.
(c) The share of continuing royalties due to any leaving Member from
any recording or publishing agreement will be paid to him promptly subject
only to the recoupment of his share of outstanding advances as at the date
of his departure and the remaining Members will procure that no future
advances made to them will be recouped from his future royalties.
(d) If the Member leaves the Group voluntarily it will be his responsibility
to procure his release from all third party contracts relating to the Group
activities.
(e) If the Member is expelled the remaining Members will procure that
he is released from:
(i) all such third party, contracts with the exception of any publishing
agreement to which he is signed as an individual;
(ii) all bank guarantees hire purchase credit leasing or other commit-
ments which are contracted for or committed to by the Group.
(f) His proportion of the net Group assets by way of equipment vehicles
or otherwise will be credited to the departed Member and he will be paid,
(or his account with the Group will be credited with) the value thereof when
the next Group accounts are prepared and in the event of disagreement
upon the value all of the Members agree to accept a valuation given by the
accountants.
(g) The leaving or expelled Member may take free of any lien any musical
instrument or other equipment which is generally recognised as his and
which is not owned by the Group and if it is being leased or bought on hirepurchase by the Group as a matter of convenience then before he takes
possession of the instrument or equipment the Member will take over (and
fully document the substitution of) all such commitments to the Group?s
satisfaction and will indemnify the Group from them.
(h) No Member may leave voluntarily or may be expelled until the
completion of any forthcoming commitment for personal appearances
which cannot be safely cancelled or which could not proceed if the leaving
or expelled Member were not a Member for that appearance and:
(i) if a Member leaves the Group in disregard of any such obligation
he will be wholly liable for the adverse financial consequences
arising from any third party claim related to a breach of such
commitments caused by his departure;
(ii) if a Member is expelled in disregard of any such obligations the
remaining Members will be wholly liable for the adverse conse-
quences arising from any third party claim relating to a breach of
such commitments caused by their action.
7. (a) If the Group terminates this Agreement as between all the
Members and ceases permanently to operate as a Group then all the
Members will have equal responsibility for resolving or terminating all
outstanding third party Group contracts and liabilities and they will have an
equal share of net Group assets or will be equally responsible for net group
liabilities.
(b) Subject to clause 6(b) none of the Members will be entitled to use
the Group name without the written consent of all of the then living current
Members as at the date of cessation provided that if any such Member
cannot be found after reasonably diligent research (which shall be docu-
mented for proof) the consent of such missing Member will not be required.
V. Non-Group activities.
8. (a) Any Member who composes the music or writes the lyrics for any
composition which is recorded by the Group will be entitled to the copyright
in and the whole of the income from his work.
(b) If two or more of the Members jointly compose and write any of the
compositions it is agreed that they will own the copyright jointly (subject to
the rights of the publisher of the members? compositions) and will share all
of the composer?s share of all earnings from that composition in equal
proportions.
9. Without having to seek the consent of the other Members a Member
will be entitled to be involved in any musical activity which does not directly
compete or conflict with the Group activities and which does not put the
Member or the other Members in breach of any agreement to which they
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 699700 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
are a party or which does not otherwise infringe any third party rights
including the following activities:
(a) Performing as a session musician with other artistes for live
performances provided that no audio or audio/visual recording is
made of the performance unless:
(i) the Group?s record company has agreed in writing; and
(ii) the Member has signed a properly negotiated agreement to
protect his interests and the interests of the Group (where
applicable).
(b) Producing recordings being made by other artistes.
(c) Appearing in TV or films in any capacity except as a musical
performer when this clause will apply.
10. If a Member (such as the lead singer) wishes to carry on a solo career
as a performer as well as being a Member of the Group the consent of all
of the Members must be obtained.
11. Any income arising to a Member from any non-Group activity will
be entirely his and no part of the expense incurred in so doing will be a
liability of any other Member.
12. The Members agree that they will not indulge in dangerous sports
or activities without notifying the other Members so that any Group
insurance may be taken out reviewed or increased and so that the Member
can ascertain which (if any) sports or activities nullify the insurance or cause
additional premiums to be payable.
VI. Financial Matters.
13. (a) Group equipment will be acquired as and when needed and
equipment or instruments needed by individual Members may also be
bought as Group equipment or by the Member personally as they may
decide.
(b) when a Member leaves the Group he may take with him his personally
bought equipment and will be credited with the value of his share of
equipment retained by the Group.
14. The Group will be responsible for employing and paying for road crew
or other permanent employees or independent contractors used for Group
business but any Member shall be free to employ any person at his own
expense to look after him and his equipment and he shall be wholly
responsible for that person.
15. In the absence of anything to the contrary the Group will share all
expense and all income from all sources in connection with Group activities
equally between the Members.16. (a) Each Member will be personally responsible for all income tax
due on his share of Group income and all of the Members agree that they
will instruct the Group?s accountant to:
(i) receive and to retain so much of the Group income as will be
required as a reserve against the payment of income tax as and
when demanded and to maintain a complete accurate and up-to-
date accounting system for its financial affairs;
(b) Each Member agrees to indemnify all of the others from any Income
Tax or other fiscal liability on his personal income and they each agree to
notify fully and promptly any taxable income to the tax authorities to reduce
the risk of any unnecessary investigation into the affairs of the Group.
17. (a) Each Member shall be responsible for all of his personal expenses
incurred while being involved in Group activities such as flight and other
costs for companions on foreign tours.
(b) If for any reason any Member is required to pay towards the
satisfaction of any liability of the Group more than his proper proportionate
share thereof he will be entitled to claim from all of the other Members their
contribution to such excess payments.
VII. General Matters.
18. The Members acknowledge that each of them has an insurable
interest in each other and that the Group should pay for permanent health
life and accident insurance for the benefit of both the Group and or the
benefit of individual Members to a similar agreed level.
19. None of the Members is authorised and each of them agrees not
to make any commitment on behalf of the Group which has not been agreed
between all of them except for ordinary every day business matters in
consultation with the Group?s Manager.
20. Each of the Members agrees to keep confidential and not to disclose
to any unauthorised parties any private information relating to the Group
its business affairs and any other matter private to the Members as
individuals. This obligation will remain in force after a Member has ceased
to be a Member of the Group.
21. The Members will at all times maintain their membership with any
statutory body or organisation necessary to enable the Group to carry on
its business effectively.
22. The members acknowledge that they have each been strongly
recommended to seek Legal and accounting advice upon the terms of this
Agreement in respect of their individual rights and obligations as a Member
and that they have done so.
[APPROPRIATE STANDARD CLAUSES]
IN WITNESS etc.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 701702 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
46
Agreement between song-composer and music publisher
assigning worldwide copyright in all pre-existing and
future composition of songs and lyrical works
THIS AGREEMENT is made the.............. day of............. 20..... BE-
TWEEN............. of........(hereinafter called the Publisher) of the one part
and.......................... of.......................... (hereinafter called the Composer)
of the other part.
WHEREAS:
(A) The Composer is the sole composer of the compositions set out in
Schedule A hereto which are exclusively licensed to [..........................]
whose rights therein terminate on no later than [..........................] (herein-
after called the Old Catalogue).
(B) The Composer is the sole composer of the Compositions set out in
Schedule B hereto which are assigned to the Publisher hereunder which
together with all future compositions composed by the Composer during
the period of this Agreement are hereinafter called the Compositions.
(C) For avoidance of doubt herein the expression ?composed? shall
mean the composing of the music together with lyrics and/or the writing of
any lyric for the music in respect of any Composition.
NOW IT IS AGREED as follows:
I. Definitions.
1. ?The Contract Period? shall mean the period commencing on the date
hereof and terminating on the [third] anniversary date subject to earlier
termination in accordance with clause 15 hereof.
?The Rights Period? shall mean the period of [five] years from the date
of this Agreement.
?The Rights Extension Period? shall mean the period of [eight] years from
the date of this Agreement which shall apply to any Composition for which
the Publisher obtains a bona fide commercially released Cover Record
during the Contract Period.
?To Publish? shall mean to promote the Compositions commercially
throughout the Territory by means of publishing sheet music in folio or album
form or procuring original or cover records of the Compositions or including
the Composition in TV or film soundtracks and generally encouraging the
use and performance of the Compositions in any commercial manner
reasonably available now or by future means not yet known.
?The Territory? shall mean [the world].?at Source? (as referred to in Clause 10) in connection with income shall
mean the income arising to be paid gross in any country of the Territory
whether it is to be collected by the Publisher or by any sub-publisher but
(where applicable) after any recognised copyright income collection society
shall have made any charge thereon in accordance with its rules.
?Cover Recording? shall only refer to a sub-published territory and shall
mean only a recording made by a local artiste during the Contract Period
and released by a local record company (including a local affiliate or
subsidiary of an international record company) within that sub-published
territory.
II. Assignment of copyright.
2. (a) (i) Subject to and upon the terms and conditions and for the
consideration herein set out the Composer hereby assigns to the Publisher
the [worldwide] copyright title and interest and any other proprietary rights
therein created nationally or internationally in and to the Compositions
including all subsidiary rights arising from copyright or being the property
of a copyright owner as defined and described in the Copyright Act, 1957
all of which rights shall be assigned and the Compositions shall be
Published by the Publisher during the Rights Period or the Rights Extension
Period as the case may be and the assignment of Copyright in respect
thereof shall be limited to such periods and shall revert to the Composer
on the expiry of such periods subject to clause 16 hereof.
(ii) This copyright assignment also applies to wherever the Composer
has composed only part of a Composition where the other parts have been
composed by one or more other composers and the notifications to be given
by the Composer to the Publisher under (c) below shall identify clearly which
part or parts of the relevant Composition are original to him and shall also
give the Publisher the details of the Composers of the other parts of the
Composition.
(iii) The Composer hereby asserts his right to be identified with each of
the Compositions in accordance with Sections 17 of the Copyright Act,
1957.
(b) (i) If, the rights in the Old Catalogue revert to the Composer during
the Contract Period the Composer hereby grants to the Publisher for the
remainder of the Rights Period the same rights as appertain to the
Compositions except that such rights in the Old Catalogue shall be by way
of exclusive licence.
(ii) In respect of any Composition within the Old Catalogue which has
not previously been recorded if the Publisher obtains a Cover Record during
the Contract Period then the Rights Extension Period will apply to that
Composition.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 703704 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(c) As and when the Composer writes any Composition he undertakes
to:
(i) Provide to the Publisher top lines of the music and written down
lyrc-
s promptly after such creation or to provide the Publisher with
a demo tape of the Composition of sufficient quality to enable the
Publisher to top line the Composition and write down the lyrics.
(ii) Execute any confirmatory assignment or other document or do any
act or thing reasonably required by the Publisher to confirm the
Publishe?s title thereto and to comply with any copyright income
collection society regulations.
III. Obligations of Composer.
3. The Composer warrants to the Publisher that:
(a) He is entitled to enter into this Agreement and that there is no (and
the Composer undertakes not to enter into any) oral or written
agreement or commitment to which he is a party which would
cause him to be in breach of this Agreement or which would cause
the Publisher to be in breach of any third party rights or which would
inhibit the exercise by the Publisher of any of its rights set out
herein.
(b) All of the Compositions are or will be original to him and that he
has not or will not in composing them make any use of third party
material and that no Composition will be defamatory or commer-
cially or religiously objectionable or otherwise prejudicial to the
name reputation and business of the Composer or the Publisher.
(c) He will not compose any Composition which he will attribute to any
other person as the author thereof or in respect of which he will
use a pseudonym which he does not notify to the Publisher and
that he will not claim to be the author of any Composition of which
he is not the author.
(d) He will use his reasonable endeavours to pursue his composing
career and compose songs and with lyrics either for his own use
or for the use of others which are of reasonable commercial appeal
and of sufficient substance to merit being promoted by the
Publisher but this does not
create
any express or implied obligation
upon the Composer to compose any minimum number of Compo-
sitions during the Contract Period.
(e) If during the Contract period the Composer is an artiste being
contracted to a reputable or major record company which records
his performances and releases them commercially the Composer
will use his best endeavours to include on all such records
exclusively his Compositions unless there is a good reason forincluding the compositions of another composer in which case only
[one] of such compositions will be so recorded it being accepted
and understood by the Composer that the Compositions assigned
to the Publisher hereunder will only have the opportunity of being
successful if contained on commercially released records.
(f) As and when the opportunity arises he will use reasonable
endeavours to promote his composing activities and co-operate
with the Publisher in any reasonable ideas it has for doing so.
(g) That except for the Old Catalogue and the Compositions set out
in Schedule B hereto there are no other compositions as at the date
hereof of which the Composer is the author.
4. The Composer agrees to indemnify the Publisher from any and all
claims costs damages and liabilities (but excluding any prospective loss of
profits) incurred by the Publisher directly from the consequences of breach
by the Composer of any warranty or representation made by him to the
Publisher.
IV. Obligations and rights of Publisher.
5. (a) The Publisher will be entitled to collect all of the income royalties
and fees arising within the Territory at any time during the Rights Period
and within the period of [six] months thereafter.
(b) In respect of Compositions contained in Cover Records the Publisher
will be entitled to collect all of such income paid during the Rights Extension
Period.
(c) (i) Any income received by the Publisher arising in India or wherever
else the Publisher does not use a sub-publisher after the expiry of the
relevant [six] month period will be paid forthwith to the Composer without
deduction.
(ii) The publisher will be entitled to receive and to retain its share of
income paid by a sub-publisher by the end of the [six] month period although
it is received by the Publisher after the expiry of that period but any
subsequent payments by any sub-publisher to the Publisher will be paid
forthwith to the Composer without deduction.
(iii) The six month extension referred to in (a) and (b) above will not apply
if this Agreement is terminated under Clause 15 and all income received
by the Publisher after the termination date with the sole exception of the
first accounting after termination made by each sub-publisher will be paid
forthwith to the Composer.
6. (a) The Publisher will use its best endeavours to:
(i) Promote and publish and obtain recordings of the Compositions
throughout the Territory either itself or through sub-publishing
representatives.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 705
G : CDD (Vol. 3) ? 45706 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(ii) Ensure the prompt and correct accounting to it of all income arising
from exploitation of the Compositions.
(iii) Ensure that the Compositions are registered with all appropriate
copyright authorities.
(iv) (Where applicable) make all copyright registrations to protect the
legal status of the Compositions.
(v) Take all reasonable steps to protect the copyright in the Compo-
sitions and to identify and (in consultation with the Composer) to
pursue infringers of such copyrights where that is practical and
economical.
(b) It is recognised by the Composer that until such time as Compositions
become publicly available through any commercial means of exploitation
the Publisher may not be able to perform some of its obligations hereunder
but such inability on the part of the publisher does not reduce the obligations
of the Publisher hereunder.
(c) The obligations of the Publisher will not be modified or reduced by
the extent of success achieved by the Composer his record company or
any other party in promoting any of the Compositions.
(d) The Publisher will maintain a file of correspondence memoranda and
other evidence of significant communications it has had with all of its sub-
publishers and with any other third party within the Territory concerning the
promotion publishing and recording of the Compositions which evidence
shall be made available to the Composer for inspection at his request (but
which shall not be more than once in each year) so the Composer can be
reasonably satisfied as to the Publisher?s efforts on his behalf.
(e) For the purposes of this Clause reference to the Compositions will
include the Old Catalogue when relevant.
7. Subject to the Composer?s prior written consent and also his
agreement upon sharing of performance income with the arranger or
translator the Publisher will be entitled to make or authorise the making of
arrangements of the music of any Composition or the translation of the lyrics
of any Composition provided that the copyright and all other rights in the
arrangement of the music of a Composition is assigned to the Publisher
as an expansion of the copyright and all other rights in the original
Composition.
V. Payments to Composer.
8. In consideration of the assignment by the Composer to the Publisher
of the copyrights in the Compositions and the performance by him of his
other obligations hereunder the Publisher agrees to pay the Composer the
following royalties in respect of income arising within India or (as the case
may be) received by the Publisher from its sub-publishers outside India (asset out in Clause 10) from exploitation of the Compositions and (where
relevant) the Old Catalogue.
(a) Sheet Music.?(i) Ten per cent of the marked retail selling price of
all folios or albums containing wholly the Compositions and pro rata where
a printed album also contains third party copyrights.
(ii) [75%] of all income received by the Publisher from licensing the
printing of any Composition by a third party.
(iii) No royalties will be paid on all copies of sheet music distributed free
of charge for promotional purposes.
(b) Mechanical Royalties.?[75%] of all royalties and other income
received by the Publisher from licensing the use of any Composition in
connection with the making of records tapes and other devices whether
audio or audio-visual for sale to the public as ?records?.
(c) Synchronisation fees.?[75%] of all income of the Publisher from
licensing the inclusion of any Copyright in the sound track of a television
film or cinematograph film or any other means or device of a like nature for
public performance or exhibition or otherwise.
(d) Other use income.?[75%] of all other income received by the
Publisher not included above being for use of any of the Compositions in
any manner.
VI. Advances.
(f) The Publisher agrees to pay the Composer the following advance
payments on account of fees royalties and other income due to him
hereunder and which will only be recoupable by the Publisher as a first
charge from any and all of the Composer?s share of income received by
the Publisher:
(i) Rs…………….. on the signing of this Agreement.
(ii) Rs…………….. on each anniversary date of this Agreement pro-
vided that all previous advances have been fully recouped.
(iii) Rs…………….. on the commercial release in India of the first long
playing record performed by the Composer in each year of this
Agreement containing all or all but [one] of his Compositions.
9. If a Cover Record is released in any part of the Territory the Publisher
will notify the Composer in writing of the details thereof reasonably promptly.
VII. Sub-publishers.
10. (a) The Publisher will be entitled to appoint as sub-publishers outside
India any reputable publisher provided that such delegation shall be without
prejudice to the obligations of the Publisher itself within that Territory and
provided that the sub-publisher retains not more than the following shares
of ?at source? income arising within its Territory:
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 707708 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(i) [25%] of mechanical royalties except for Cover Records when the
proportion will be [40%] on Sales of the local recording only.
(ii) [25%] of all other income arising from any source within its territory.
(b) The Publisher will be entitled to appoint as a sub-publisher any
subsidiary or associated company provided that it first informs the Com-
poser thereof in writing and provided that the sub-publisher?s retentions of
?at source? income are no more than as set out in (a) above and that the
terms of the sub-publishing agreement are the same as those the Publisher
imposes upon other independent sub-publishers appointed by it elsewhere
within the Territory.
(c) Upon request by the Composer the Publisher agrees to provide him
with copies of all agreements with its sub-publishers in respect of the
Compositions or the Old Catalogue but it will be entitled to delete private
information such as advances received which are no concern of the
Composer under this Agreement.
(d) No sub-publisher will be authorised to appoint any sub-sub-publisher
for any part of its territory.
VIII. Publisher?s Accounts.
11. The Publisher will maintain (and will require any such sub-publisher
to maintain) complete and accurate books of account in respect of all
exploitation and uses of the Compositions showing clearly the relevant use
of the Composition and source of income the amount received and date
of receipt and all other information relating thereto customarily required for
accurate and timely accounting to the Composer and to enable auditing to
be undertaken.
12. (a) The Publisher will account to the Composer half yearly within [45]
days after each 30th June and 31st December in respect of all receipts of
the Publisher within the previous half year.
(b) The Publisher will use reasonable endeavours to ensure that income
due to it from sub-publishers is remitted without delay and the Publisher
will ensure that each sub-publisher accounts to it accurately in accordance
with Clause 13(e).
(c) If a country within the Territory has exchange control foreign
remittance restrictions the Publisher will procure that the Composer?s share
is deposited in a bank account on interest in his name except where the
Publisher is still recouping any outstanding advances to the Composer
when the amount due to the Composer shall be set against the advance
by way of recoupment.
13. (a) The Composer or his authorised representative (who shall be a
chartered accountant) shall be entitled to inspect and take copies of the
accounts of the Publisher relating to the Compositions not more than onceeach year and within 12 months after the expiry of the [six] month periods
referred to in Clause 5 or after the date of prior termination (as the case
may be) by appointment and upon giving the Publisher not less than [14]
days prior written notice.
(b) If there shall be any discrepancy in the Publisher?s accounts in favour
of the Publisher the Publisher shall be entitled to recoup any excess
payment from the next accounting to the Composer without interest
thereon.
(c) If there shall be any discrepancy in the Publisher?s accounts in favour
of the Composer:
(i) The discrepancy will be paid immediately.
(ii) Interest at [2] per cent over the base rate applied by [.........] bank
from time to time shall be payable thereon from its due date up to
the date of payment.
(iii) If the discrepancy exceeds [5%] of the amount properly due over
the period being audited then the reasonable costs incurred by the
Composer in connection with the audit will be paid by the Publisher.
(d) The accounting by the Publisher from foreign source earnings shall
be calculated in rupee at the same exchange rate as applied when the
Publisher converted its relevant foreign receipts into sterling.
(e) (i) If there are reasonable grounds for believing that the accounting
from any sub-publisher is incorrect the Publisher will request the sub-
publisher in writing to satisfy the publisher on the error or to make the
appropriate payment.
(ii) If the sub-publisher fails to do so and if the error is substantial the
Publisher agrees promptly to undertake an audit of the sub-publisher?s
accounts and income reporting procedures at its own cost and to ensure
that if any such discrepancy is found it will be collected by the Publisher
and included within its next accounting to the Composer.
(iii) If a discrepancy is established and the sub-publisher fails at its next
accounting to make it good the publisher will terminate its agreement with
that sub-publisher forthwith.
IX. Copyright breach procedure.
14. If the Publisher receives any claim that any of the Compositions is
in breach of a third party copyright or other rights:
(a) It will promptly notify the Composer together with such details as
may be available.
(b) The Publisher and the Composer will consult promptly to establish
whether or not the claim has a good foundation.
Ch. 38] CINEMA, VIDEO & MUSICAL AGREEMENTS?FORMS 709710 CONVEYANCING, DRAFTING & DEEDS [Ch. 38
(c) (i) If they are both satisfied that the claim is invalid the Publisher is
entitled to defend the claim as it thinks best and the Composer will give the
Publisher all assistance reasonably required of him and if ultimately the
Publisher is advised to settle the claim by its legal advisers on economic
or legal grounds which are accepted by the Composer it may so settle.
(ii) If notwithstanding any advice given to the Publisher under (i) above
to settle the claim the Composer is advised by his legal advisers to maintain
the defence the Publisher agrees to do so subject to the Composer taking
full responsibility for the financial risk of costs and compensation and
providing the Publisher with acceptable security in that respect.
X. Termination.
15. The Composer will be entitled to terminate this Agreement at any
time from the date hereof to the expiry of the Rights Extension Period
forthwith upon giving the Publisher written notice upon the happening of
any of the following events:
(a) The Publisher failing to remedy a material breach of this Agree-
ment within [21] days after receiving a written notice from the
Composer specifying the breach and requiring its remedy.
(b) The Publisher ceasing permanently to trade or compounding with
its creditors or winding up except for amalgamation or reconstruc-
tion.
16. (a) Upon termination of this Agreement by expiry of the Rights Period
or the Rights Extension Period (as the case may be) or under clause 15
above then subject to clause 5 all of the rights herein granted to the
Publisher shall terminate forthwith and shall revert to the Composer
including the copyrights in the Compositions and the Publisher hereby
reassigns such copyright of existing and future Compositions to take effect
on the happening of any such termination date.
(b) If the Composer lawfully terminates this Agreement under Clause
15(a) or under clause 15(b) then it is also agreed that the benefit of all
agreements between the Publisher and all sub-publishers shall revert to
and be assigned to the Composer from the effective date of termination who
will be entitled to notify all sub-publishers accordingly and be paid all income
arising thereafter and which would otherwise have been payable to the
Publisher.
[STANDARD CLAUSES]
SCHEDULE A: [OLD CATALOGUE]
SCHEDULE B: [LICENSED COMPOSITIONS]
IN WITNESS.
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