WHEREAS the Producers hereby warrant and assure the Company that they are the sole and absolute owners, free from all encumbrances of the copyrights in Sound Recordings and Audio Visual Songs as well as the Literary, Dramatic, Musical Artistic works and Performer’s Rights included in such Sound Recordings, dialogues and Audio Visual Songs (hereinafter collectively referred to as the “Said Works”)embodied in the Kannada including Indian and International languages cinematograph Film entitled as detailed in Annexure A hereunder (hereinafter referred to as the “Said Albums”);

AND WHEREAS the Producers are desirous of and have agreed to transfer and assign the copyrights in respect of the Said Work in the Said Film, exclusively to the Company for the territories of entire universe for the full term of their respective copyright on the terms and conditions hereinafter appearing.

NOW THIS DEED OF ASSIGNMENT WITNESSETH and is hereby agreed by and between the parties hereto as follows:

1. DEFINITIONS - For the purposes of this deed, the expressions “Adaptation”, “Author”, “Broadcast”, “Cinematograph film”, “Communication to the public”, “Composer”, “Artistic Work”, “Literary Work”, “Dramatic Work”, “Musical Work”, “Producer”, “Performance”, “Plate”, “Performer” “Sound Recording” and “Work” shall have the meanings assigned to them by the provisions of the Copyright Act, 1957, as amended from time to time, unless otherwise specified herein.




• “Audio Visual Song” shall mean a recording of sounds accompanied by visual images comprising a song, whether including lyrics or not, from which recording such sounds or visual images may be produced or reproduced regardless of the medium on which such recording is made or the method by which the sounds or visual images are produced or re-reproduced and shall include any disc, tape, perforated roll, any storage devices and/or medium either physical or otherwise and any other media now containing sounds and/or part of visual images.

• “Mobile and Digital Content” shall mean the content / format now known or invented later including but not restricted to themes, wallpapers, stills, images, screensavers, animated or otherwise, games, interactive content, trailers, text, Audio Visual Songs or its derivatives, with or without sound, audio clips from Sound Recordings, audio-video messaging, or Ringtones created, developed or inspired from or based on the Sound Recordings, audio cinema of the Film, full length soundtrack including any literary, dramatic, musical or artistic works, or Audio-Visual Songs, capable of playback or execution on Mobile and Digital Devices.

• “Mobile and Digital Devices” shall mean all devices which have telephony and/or network and/or storage capability, either in-built or by in conjunction with any device or software which allows it to have a telephony usage, accessed by wires or wireless which includes but is not restricted to GSM, CDMA, RCDMA, WiFi, WiMax or any other protocol or format, either existing or invented in future. It shall also include devices like Personal Computers, any device capable of executing binary code and devices which are exclusively gaming consoles like Play station, Xbox, Sega, Nintendo etc.

• “Modes and Medium” shall have the meaning as described as clause 2.4.

• “Trailers” shall mean an audio-visual recording containing a short compilation of scenes/footage taken from a film intended to promote such film, whether or not including any dialogues/audio cinema.

• “Works” mean the Said Works as defined above and shall include the Sound recordings, Audio Visual Songs of the Film, dialogues of the Film along with the underlying Literary, Dramatic and Musical works embodied therein, further details of which are provided in Annexure A.

• “Audio-Visual Trailer Rights” shall mean all rights in the Trailer of the Said Film including all rights in the underlying works embodied therein whether or not containing any dialogues/audio cinema within the Trailer, to be exploited only the mediums of internet and mobile.

• “Languages” are Kannada Including All Indian and International Languages.

• ‘Distribution Rights’ shall mean the right to distribute for sale or hire, with or without any consideration, the Master and Underlying Works through physical devices including but not limited to tapes, cassettes, compact discs, media cards, hard disk, digital devices including but not limited to cellular phones, handheld digital devices, personal computers, laptops, or digital platforms including internet, digital kiosks, cellular telecom services through which Master/Underlying Works or any portion thereof can be transferred or downloaded;

• ‘Performance Rights’ shall mean the right to perform to the public the Master and Underlying Works by way of, including but not limited to, radio broadcast, public broadcast, internet streaming, cellular telecom streaming services, shows and events, television programmes and communicate to the public across all or any medium;

• ‘Synchronization Rights’ shall mean the right to synchronize the Master and/or Underlying Works with any other sound recording or cinematograph film or any such other work;
• ‘‘Assigned Rights’ shall mean Distribution Rights, Performance Rights, Synchronization Rights

• “Term’ shall mean the entire term of copyright with any extensions as amended from time to time ie., currently perpetual rights ie., for 99 years and above.

• ‘Territory’ shall mean the territories of the entire world.
• ASSIGNMENT:
• In consideration of the sum hereinafter paid / or agreed to be paid, the Producers as beneficial owners hereby transfer and assign wholly and without any limitation,(i) the complete Copyright including all Performing Rights, Performance, Neighbouring and Mechanical Rights of all the Literary, Dramatic and Musical Works as well as Sound Recordings, full length audio track of the motion picture including dialogues and Audio Visual Songs in respect of the Said Film (Collectively “Assigned Rights”), in favour of Company for the territories of entire universe (“Territory”) for full legal term of copyright (“Term”). The Company shall accordingly have all the exclusive rights of an ‘Owner’ of copyright in such Works including rights stated under Section 14 and 38 of the Copyright Act. More specifically the Company shall have the exclusive rights inter-alia to do or authorise the doing of any of the following acts in respect of the above said works or substantial part thereof namely:

• In the case of a Literary, Dramatic or Musical work,-To reproduce the work in any material form including the storing of it in any medium by electronic means; to issue copies of the work to the public; to perform the work in public or communicate it to the public; to broadcast, to make any cinematograph film or sound recording in respect of the work; to synchronize the works in any form; to make or authorize the making of any translation and any adaptation or version (s) of the work or Mobile and Digital Content in relation to the work, and to do in relation to a translation or an adaptation of the work or version (s) of the work or Mobile and Digital Content, any of the acts specified in relation to the work as stated above.

• In case of a Sound Recording-To make any other sound recordings or Mobile and Digital Content embodying it either alone or together with any other work; to sell or give on hire, or offer for sale or hire, any copy of the sound recording or such Mobile and Digital Content regardless of whether such copy has been sold or given on hire on earlier occasions; to communicate the sound recording or such Mobile and Digital Content to the public; to make any cinematograph film in respect of the sound recording; to synchronize the sound recording in any form; to make or authorise the making of any version of the sound recording or such Mobile and Digital Content including that of the musical, literary and dramatic works embodied in the sound recording or Mobile and Digital Content, and to perform, broadcast, communicate and/or transmit them including through internet broadband or through any other medium or device now known or hereafter invented.
• In case of Audio Visual Songs,-To make copy of the Audio Visual Songs on any present or future format including a photograph of any image forming part thereof; to sell or give on hire or offer for sale or hire any copy of the Audio Visual Songs; to communicate / transmit the Audio Visual Songs to the public including but not limited to through internet, broadband, satellite, all kind of television, cable or through any other medium or device now known or hereafter invented and / or to authorise others to do the aforesaid acts. The Producers agree to provide necessary software at their own expense for the above purposes to the Company failing which the Company shall have the right to obtain the same from any available source.
• In case of Performances – (A) to make a sound recording or a visual recording of the performance, including(i) reproduction of it in any material form including the storing of it in any medium by electronic or any other means;(ii) issuance of copies of it to the public not being copies already in circulation;(iii) communication of it to the public;(iv) selling or giving it on commercial rental or offer for sale or for commercial rental any copy of the recording;(B) to broadcast or communicate the performance to the public except where the performance is already broadcast.

In jurisdictions where copyright assignment is not recognised by the applicable national law, Producer shall be deemed to be the exclusive licensee of all rights assigned herein.

• It is hereby clarified only for the purpose of avoidance of doubt that the rights assigned to the Company in clause 2.1 hereof include (i) the exclusive right to communicate to the public by broadcast on FM radio, All India Radio, Satellite radio and Internet radio for the territory of the entire universe and (ii) the exclusive right to perform any literary, dramatic or musical work in public and (iii) all performer’s rights under Section 38 of the Copyright Act. It is also agreed by the Parties that provisions of Section 19(4) and 39A of the Copyright Act, 1957 shall have no application or effect on the terms of this deed and no rights shall lapse or waive by reason of non-exercise.

• The Producer further grants in favour of the Company an irrevocable license in perpetuity to use, exploit and communicate Song Trailers, Back Ground Music and right to use/exploit in any manner Song Trailers, visual recording of the audio release functions, press meetings, making of songs, success meets and other celebrations in connection with the Said Film through any mode, medium and or technology of the film on digital platforms owned and/or operated by the company.

• The parties agree that the exclusive rights assigned to the Company under this Agreement shall extend to and include, but are not limited to, the all modes and mediums of reproduction, performance, distribution and communication to the public of the Works, which are in existence or which the parties anticipate may come into existence in future including: Physical; mechanical; magnetic; analog; optical; electric; electronic; wireless; intranet or local wireless; wireless telephony within the meaning of the Indian Telegraph Act; wireless broadcasting; terrestrial; satellite;; cable; wired broadcast; landline telephony; mobile telephony and data services of any kind not limited to 2G, 3G, 4G, BWA, LTE internet telephony and the like; cyber; internet; streaming; webcasting; simul casting; downloading; uploading; P to P; Over The Top (OTT), Over The Air (OTA), internet telephony; radio; television; biotechnological; nano-technological; nuclear; molecular. (Collectively referred to as “Modes and Mediums”)

• The Company shall have the unfettered and unencumbered exclusive right to issue licenses for commercial exploitation of the rights assigned herein and receive and collect any and all Master Royalties and Owner’s share of Publishing Royalties within the Territory from the exploitation of the Said Works as per the terms of the Producer’s agreements with the lyricists/music directors of the Literary and Musical works exclusively transferred hereunder without any encumbrance whatsoever. It is clarified that such lyricists and music directors shall be free to collect only their share of Publishing Royalties (pro rata with other authors of literary and musical works included in the Film and assigned hereunder), wherever applicable, which are payable in respect of revenues attributable to the said literary and musical works directly from end users or applicable copyright societies. The Company or its assignees/exclusive licensees shall not be liable to furnish any publishing royalty to any author/composer whose works have been assigned in favour of the Company under this Agreement.

• It is agreed and clarified that the assignees or licensees of the Satellite Rights of the said Film shall be authorized by the Producer to telecast, on non-exclusive basis, the Audio Visual Songs of the Said Film by the said one Satellite Channel only during the period of assignment/license of satellite rights of the Said Film, and only for telecast of promotional purposes and not for any commercial purposes under any circumstances. The Satellite Rights owner of the said Film shall not be entitled to further license / assign or syndicate the Audio Visual Songs on stand- alone basis other than for non-exclusive use on its own satellite channel.

• It is further agreed and clarified that the Producers is not entitled to use, reproduce and/or adapt/ adopt the Said Works in any of its future work(s) and/or project (s) without a written consent, on mutually agreed terms and conditions, from the Company.

• It is further agreed that the Producer shall use the brand name with logo of the Company ie., “R Filmmakers” image, in all its advertising materials, print media, social media and all the release information on theatre, television, news media or any such platform on which the movie image or content is presented and vice versa the Company will also provide the Producer and all the related information to the this content movie titled as mentioned above

• WARRANTIES: The Producers hereby represent and warrant in favour of the Company that
• Producers are the sole and unencumbered owner of the said Works assigned to the Company; that the Works assigned hereunder are original and nothing therein infringes the copyright or any other right of any third party. The said Works do not contain any defamatory, obscene or scandalous matter or any matter capable of hurting the religious or other feeling of any person of creating conflict between different social groups, or other unlawful material and are not unlawful in any way. Any assignment of audio- and audio-visual rights to any third party contrary to the terms of this agreement shall be void-ab-initio. The Producer further warrants that there are no claims, conflicts, impediments, liens, actions or proceedings etc., whether statutory or contractual, pending and there are no threatened proceedings effecting the copyright in the said Works in any manner.

• The Producers have executed appropriate assignment agreements with the lyricists, music composers, performers, singers etc. in respect of the said Works and that this agreement as well as such agreements with author/composers/performers are not, in any manner whatsoever, in contravention of Section 19(8) of the Copyright Act, 1957 or any other applicable provision or law. The Producers hereby warrant that they will take full responsibility for any and all disputes arising out of any claims made by the singers and lyricists and that the Producers shall handle all such disputes while keeping the Company fully indemnified through this entire process.

• The Producers undertake to indemnify and at all times keep the Company fully indemnified against all actions, proceedings, claims, costs, losses and damages whatsoever made against or incurred by the Company in consequence of any breach or non-performance by the Producers of any of their representations or warranties hereunder and keep the Company fully indemnified from and against all actions, proceedings, claims, costs, losses and damages which the Company may incur by making, promoting, publishing or selling sound recordings / records of the Said Works or Mobile and Digital Content, or by doing any other act, deed or thing the right to do which the Producers have hereby assigned to the Company. In case of breach of any of the terms of this deed by the Producers, the Company shall be entitled to take necessary legal action against the Producers for the protection of the Company’s rights including but not limited to actions for injunction and recovery of damages and the Producers shall be bound by the outcome of such actions and the same shall be without prejudice to any other rights or remedies that may be available to the Company.

4. INDEMNIFICATION

4.1 Producer shall defend, indemnify and hold harmless the Company and its affiliates and each of their respective officers, employees, directors, and agents (“Indemnified Parties”), from and against:

• any breach of any covenant, undertaking or agreement made or failure to perform (whether in whole or part) any obligation required to be performed by the Producer pursuant to this Agreement;

• any breach, inaccuracy or misrepresentation of any of the representations and/or warranties of the Producer;

• any and all liability, demands, claims, damages and losses as a result of any breach of any material representation, warranty or the like under this Agreement;

• any and all liability, demands, claims, damages and losses as a result of third party claims of infringement of such third party’s Intellectual Property for any infringement by Lyricist/Music Composer or Director and the Producer. In an event, where a third-party files an action for infringement against the Producer on the grounds of that the Deliverables under this Agreement infringes such third party’s Intellectual Property, then Lyricist/Music Composer shall keep Producer indemnified against all liability, demands, claims, damages and losses arising as a result of such suit / claim.

4.2 Without limiting the generality of the foregoing, Producer undertakes to indemnify in a
timely manner and hold harmless the Indemnified Parties to the extent of all liability, demands, claims, damages and losses claimed by or found owing to any Third Parties in connection with any act or omission of the Producer, arising from the performance, non-performance or breach of Producer’s obligations, undertakings or warranties under this Agreement or on account of failure by the Producer, its officers, employees, agents, representatives or sub-contractors to comply with any Applicable Laws.


5. DELIVERABLES:

The Producers agree to and shall deliver the following material at least 15 days prior/after to the music release date of the Said Film:

• DAT/CD Master 44.1kHz /16 bits (Mixed) containing all songs perfectly edited.
• Studio Master 24 Bit / 96 kHz in both Stereo and 5.1 Surround and Karaoke.
• DAT/CD Masters containing International Tracks / Music Tracks and unmixed tracks of all songs.
• Full length audio track of the motion picture including dialogues in Stereo and 5.1 surround.
(v) Complete details of the Film and all Songs on the Letter Head of the Producers.
(vi) Interview of Actors, Producers, Singers, Lyricists, Music Directors and other Artists.
(vii) Promos / trailers of 30 seconds, 60 seconds and 90 seconds duration with and without Supers on Beta
(viii) Censor certificate of trailers, promos and full Songs.
(ix) OBD (Out Bound Diallers) for Mobile Content promotion in lead actors voice as per script to be provided by the Company.
(x) Ensure that before release the Producer will provide a 2 min audio visual and immediately after release within 7 days the Producer will provide full song audio visuals.

The Producers in addition to the above shall also deliver free of charge to the Company publicity material, photographs or other likenesses of the performers and the authors whose works may have been incorporated in the Said Film and/or original sound recordings together with their respective biographical material for being used of any purposes including for making, distributing, marketing and sale of sound recordings / records and Mobile and Digital Content in relation to the Said Works. The Producers shall also deliver to the Company, immediately after signing of this deed, logos, trademarks, photographs, pictures, stylised lettering and designs relating to the Said Works or any of the works embodied therein, as are required for incorporating them on the labels, covers, sleeves, inlay cards, jackets and catalogues of and for advertising the sound recordings/records and Mobile and Digital Content relating to the Said Works. The Producers shall also deliver to the Company all the agreements entered into with Music Directors, Singers, Performers and Lyrics writers and other artistes along with original manuscripts at the time of delivery of DAT /CD Masters & Master of Audio Visual Songs.

6. CONSIDERATION:

6.1 In consideration of this Deed and the rights agreed to be granted by the Producers to the Company, the Company shall pay to Producers an At the signing of this agreement and sharing the original documents of Annexure B and C, 60/40 Sharing Of Revenue in which producer holds 60% & Company holds 40% For 2 years, Later than company holds 100% of revenue of it, inclusive of any and all taxes (“Consideration”) to be paid as per following schedule . The Company shall be entitled to deduct the applicable tax deductible at source before making the payment of the Consideration to the Producers. Payment through Online.

6.2. The Producer undertakes to deliver to the Company all the audio and audio-visual songs as promised under this agreement, within 15 days from the date of release of the Said Film, so as to allow the Company to exploit the same.

6.3. The Producers shall ensure that all link agreements are handed over to the Company and are made as a part of this Agreement as Annexure B and C.

6.4 The Payments will be executed as mentioned below :
• At the signing of this agreement and sharing the original documents of Annexure B and C, 60/40 Sharing Of Revenue in which producer holds 60% & Company holds 40% For 2 years, Later than company holds 100% of revenue of it.

• On the delivery of all Audio and Video Songs content with songs minus IT tracks with voice separate, Audio Story Content .


6.5 The above payment will be executed only on the receipt of the GST (Goods Service Tax) invoice and the Producer will be responsible to file the applicable GST returns for the same.


7. TERMINATION OR NOTICES

7.1 The Producer hereby agrees that this agreement under any circumstance is non terminable with the Company once the same is executed with all the deliverables and consideration. If there is any breach during the term of this agreement the Producer pays back the entire consideration within 30 days of the notice sent by the Company.

7.2 Any notice or other communication required to be sent under this Agreement, including but not limited to a notice of waiver of any term, breach of any term of this Agreement and/or termination of this Agreement {only by the Company}, shall be sent or delivered to the receiving Party at the address set forth herein, or at such other address as the Parties may from time to time designate in writing. Any notice or other communication shall be in writing and shall be transmitted either by facsimile, electronic mail, nationally recognised courier service or registered mail, in the manner as elected by the Party giving such notice.




8 TRANSMISSION SEVERABILITY; AMENDMENTS:
The Company shall be entitled to assign to any person or persons, firm or company the benefits of this Assignment and all or any of the rights hereby assigned to it and to sub-licence the exercise thereof and in any such event all the representations, warranties and covenants on the part of the Producers herein contained shall to the extent of such assignments or grant thereupon inure to the benefit of such assignee or grantee. The Producers shall not be entitled to transfer their obligations hereunder to any other party in any manner whatsoever. The invalidity or unenforceability of any one provisions of this deed shall not invalidate or render unenforceable the assignment of rights hereunder in its entirety and the balance of the provisions in this deed shall remain in effect. The parties agree to substitute in good faith all void or voidable portions or parts hereof by valid provisions. All amendments, modifications, alterations of this deed shall be valid and binding only if reduced into writing and executed by both the parties.







9 CONFIDENTIALITY& JURISDICTION:

Each of the Parties, hereto, shall keep/ maintain confidential all the terms contained herein, as also any other information, whether documentary or otherwise, which it may come to/in know/possession of on account of the present association of each other except that any disclosure may be made if so required by any law, statute, rule, regulation, government order/mandate or to their professional advisors on strictly confidential basis. The rights and obligations of the parties hereunder and terms and conditions of this Assignment shall be construed according to the laws of India and all matters, claims and disputes arising in respect thereof shall be subject to the exclusive jurisdiction of the relevant courts at Bangalore.

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



For R Filmmakers




Partner / Authorised Signatory