Agreement guaranteeing completion of a film by Producer and delivery thereof to the distributor, finance being provided by Investor by Gupta

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 proceeding

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