Agreement between Producers and Distributors

Agreement between Producers and Distributors

Memorandum of agreement made on this …………………. day of ……………….. in the year ……………………….. between ……………… of No…………….., a Registered Partnership Firm consisting of…………………. partners hereinafter called the producers (which expression shall, unless excluded by or repugnant to the context, be deemed to include his/their heirs, executors, administrators, representatives and assigns) of the One Part and AB & Co. Ltd.  a company registered under the Indian Companies Act (Act 1 of 1956) having its office at ……………….. hereinafter called the Distributors (which expression shall unless excluded by or repugnant to the context, be deemed to include their representatives and assigns) hereinafter referred to as party of the Other Part:

Whereas producers have made a preliminary arrangement of producing a Bengali Talkie picture tentatively called Approach written by ……………

And whereas the producers need financial assistance and co-operation and therefore approached the party hereto of the other part for such help and assistance and whereas the party agreed to render such financial assistance to the producers to the extent and upon the terms and conditions hereinafter following

Now therefore this indenture witnesseth as follows:

1. That the producers undertake to complete the shooting for the aforesaid picture …………………. for an approximate cost of Rupees ……………. only, including print and publicity at least with three top-rank artists.

2. That the producers hereof shall arrange and bear the necessary amount required for the payment to the artists, workers and other costs necessary for the production except those hereinbelow mentioned.

3. That the producers undertake to deposit with the party as security the sum of Rupees ………………….  to be paid by instalments of Rs. ………. on the date of signing of the contract and Rs. ……………… only on the date of the first shooting. If the producers fail to complete one-fourth of the said picture approximately three thousand feet edited shots within two months from the first shooting date, then in that case the producers shall also have to deposit a further sum of Rs…… as security with the party. The amount so deposited shall remain to the credit of the producers and would be returned to them within six months from the date of the last deposit to be made as aforesaid.

4. That the party agrees to advance to the producers for the production and completion of the aforesaid Bengali talkie picture a sum of Rs. ……………. to be paid in the following manner:

(a)  That the party shall arrange the studio, laboratory and raw film for the production by the producers of the aforesaid picture and shall pay the necessary costs thereof by debiting the amount to the producers from the first shooting date, provided that the party shall arrange with the studio for allotting to the producers at least eight days in a month and every month till the completion of the picture and shall, whenever necessary, enter into and sign a deed or documents in this behalf in which the producers shall be a confirming party.

(b)  That the producers shall arrange for the …………….. editing and processing of the said film in any laboratory they may choose and the party shall pay for the cost thereof and debit the amount to be paid to the producers. The selection of the editor would be entirely with the producers.

(c)  That the party after providing the expenses as in cls. (a) and (b) with an approximate amount of Rs. …………… shall pay to firstly the balance of Rs. ………………. out of
Rs. ……………. so agreed to be advanced, up to the rush prints along with the progress of the shooting of the aforesaid picture by instalments as and when required by the producers provided however, that the producers shall not be entitled to demand from the party any such advance of money unless and until the producers has completed approximately three thousand feet edited shots of this picture aforesaid.

5. That in consideration of the financial help agreed to be rendered hereinbefore by the party to the producers, the party shall receive a commission of 20% on the net collection of the producers’ share of the aforesaid picture “Approach”.

6. That the party shall further be the sole distributor of the aforesaid picture and shall have rights, privileges and benefits of the said picture and shall have a first charge on it till realization of the advance made by the party as aforesaid to be approved of by the producers or by their authorized agent.

7. That the party undertakes to arrange for public exhibition of the said picture  ………..………….. within three months from the completion of the rush print in at least two best possible houses in Calcutta, i.e., one in the north and one in the south and four houses outside the municipal limits of the city of Calcutta area and the proceeds thereof shall be distributed as under—

(i)  after deducting ……………… commission of the party of the net collection on producer’s share, the party shall also deduct ………… from the balance therefrom to liquidate the principal of the amount of the advances made and the balance ………..  shall be paid to the producers direct or to its authorized agent, persons or company monthly showing in a statement the collection received from the date of release.

8. That if the sale proceeds of the said picture after public exhibition does not cover the dues of the party within two years, the signatory of this agreement on behalf of the producers shall be jointly and severally liable to pay back to the party of the balance amount remaining unrealized as and when called upon to do so provided satisfactory exploitation of the said film is made by the party.

9. That the producers will keep necessary accounts and papers customary in this business and the party will have the right to inspect and take copies or extracts therefrom at any time during office hours and a monthly statement of account should be submitted by the producers to the party.

10. That the producers undertakes to complete the production of the said film within six months from the first shooting date in conformity with cl. 4(c) mentioned above

(a)  That the producers will have the right to raise loan for the balance amount of
Rs. …………… or such amount as may be necessary for the completion of the said picture over and above the sum of Rs. ………… to be advanced by the party as aforesaid and the party shall have no objection to that and will be added as a confirming party to the said transaction.

(b)  That the party undertakes not to charge, mortgage, or hypothecate the picture without the written consent of the producers.

11. That if the producers fail to comply with any of the terms and conditions entered into by this agreement, the distributor will have the right to complete the picture and the money paid by the producers will be repaid by the party after the release of the picture and from the releasing houses.

12. That if the party fails to comply with the terms and conditions of this agreement, the producers shall have the right to complete the picture from such source as they may think fit and to cancel the party as the distributor and have also the right to appoint another distributor and to accept advances from other sources and the money to be advanced by the party will be repaid to them after release of the picture and from the releasing houses.

13. In the event of either party failing to act in accordance with the provisions of the agreement, the aggrieved party shall at the first instance try to settle the disputed points mutually and amicably, failing such attempt the point in dispute shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act 1996. If, however, the arbitrator declines to make any decision or award on the point referred to him then the parties concerned may settle the dispute by having recourse to appropriate legal proceedings.

In witness whereof the parties to these presents hereunto set and subscribed their respective hands and seals the day, month and year first above-written.

Signed, sealed and delivered by A duly authorised by the partnership firm                      X & Co. in the presence of:

Signed and delivered by Mr…..……………..  ……… pursuant to the Board Resolution dated …………………. of AB & Co. Ltd.

in the presence of:

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