NATIONAL LAW UNIVERSITY, ODISHA

SUBJECT
IPR DRAFTING

Title- COPYRIGHT LICENSE AGREEMENT

8th Semester

B.B.A.L.L.B

Batch of 2019

UNDER THE GUIDANCE OF

Ms Rujitha Shenoy (Assistant Professor of Law)

SUBMITTED BY:

Sweta Satpathy (2019/B.B.A. LL. B/049)

 BOOK COPYRIGHT LICENSING AGREEMENT

This Book Copyright License Agreement (“Agreement”) is entered into on March 20, 2023
(“Effective Date”) by and between Global Publishing Limited, a private publishing company, having
its registered office at Plot no. 11, Mumbai, Maharashtra – 400056 (“Publisher” and “Licensee”) and
Sagarika Sarkar (“Author”) r/o 7028, Juhu, Mumbai 400049 and Neeraj Chopra (“Photographer”) B-
123, Lokhandwala, 400054 (Author and Photographer collectively “Licensors”) concerning a work
currently titled THE TEMPEST (“Work”) and described as a non-fiction book based on the lives of
elephant caretakers of Tamil Nadu and all its derivative content and pictures. From time to time,
Publisher, Author, and Photographer shall collectively be referred to herein as, the “parties” and
individually as, a “party.”

RECITAL:

Whereas:

A. The Licensee is, Global Publishing Ltd., which is inter alia, engaged in the business of
publication and distribution of Books and further owns a large repertoire of publication
content.
B. The Licensor (Author) is, Sagaraika Sarkar, who is inter alia, “an Indian ecologist and author
of books and other writings about the human relationship with the natural world and has
written more than 20 novels”, among which is “THE TEMPEST”.
C. The Licensor (Photographer) is Neeraj Chopra who is, inter alia, a wildlife photographer
engaged in this business for more than 20 years, and photographs clicked by him have been
used in THE TEMPEST.
D. The Licensors are the owners and / or controllers/ right holders of the literary work.
E. The Licensee is desirous of acquiring the right to sell, distribute the book including in digital
platforms and sound recording on Kindle, and the Licensors are willing to grant, the Licensed
Rights to the Licensee, at and for a License Fee, Term, Territory and on such other terms and
conditions contained herein.

1. DEFINITIONS

In this Agreement, except where the context otherwise requires or specifies, the following words and
expressions shall have the following meanings –

a. ‘Agreement’ shall mean this “Agreement, including all schedules, annexures and exhibits
attached to or incorporated in it by reference, and shall include any amendments,
modifications, and/or addendums made to this Agreement by the Parties, which is evidenced
in writing.”
b. “Consideration” shall have the meaning as assigned to it in Section 6 herein below.
 c. “Royalties” shall mean the royalties described under Section 7 herein below.
d. “Term” shall have the meaning assigned to it in Section 2 herein below.
e. “Works” shall mean the non-fictional written Works, (the titles of which are specified in
Annexure I) written by the Author and pictures clicked by the photographer, whose licensed
rights are agreed to be assigned to the Publisher hereunder.

2. TERM

“This Agreement shall come into force upon its execution and shall continue to be in force until final
and complete performance of all obligations, undertakings and warranties of the Parties”, which is
three years unless terminated earlier in accordance with the provisions of this Agreement (“Term").

3. GRANT OF LICENSED RIGHTS

“Now, therefore, it is hereby agreed by and between the Parties hereto as follows:”

1.1 Subject to receipt of full, complete and timely receipt of the License Fee as per Clause 4
hereinafter, the Licensors hereby grants to the Licensee a revocable and  limited license to exploit
the Licensed Rights, as more particularly captured herein below,  during the Term and in the
Territory on the Licensed Platform only for the Permitted  Languages. 
1.2 It is hereby clarified and agreed by the Licensee that, the Excluded Rights and all other   rights
which are not licensed by the Licensors to the Licensee under this Agreement are  reserved and
retained exclusively by the Licensors and the same shall continue to vest with  the Licensors. 
1.3 The Author and the Photographer (Licensors) grant the License to Licensee to sell and distribute
the book and the to the publishers including in digital platform and Kindle,(sound recording) of
“THE TEMPEST”, written by the author and containing photos clicked by the photographer, only
in English and Hindi, in the territorial extent of India and Asian Countries for a period of 3 years
while retaining the right to claim copyright protection for the work in exchange of Royalties that
would be paid according to Clause 7 Of the agreement. 
1.4 The rights for sub-licensing shall be subject to approval from the Licensors.

4. OBLIGATION OF THE PARTIES

4.1 The License shall during the Term:

4.1.1 Exercise the Licensed Rights in accordance with the terms of the Agreement and shall not do,
cause to be done and / or suffer the doing of any act which may result in a breach of this
Agreement.
4.1.2 Pay the License Fee to the Licensors in a timely manner in accordance with clause 4
hereinabove.
4.1.3 Licensee shall not authorize the use of the Content except as permitted under this Agreement.
4.2 The licensors shall during the term:
4.2.1 Exercise caution as to licensing of any rights to any third party. The licensors shall bear the
damage of any litigation that is drawn out of the content provided by them.

5. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

5.1 The Licensors represent and warrant that the Licensors have the right and authority to enter into
this Agreement and to grant the Licensed Rights and incidental permissions to the Licensee as set
out in this Agreement;
5.2 “The Licensee represents and warrants that the Licensee has the right, requisite power and
authority to execute, deliver and perform its obligations under this Agreement and has been fully
authorized by all requisite corporate approvals to do so;”
5.3 The Licensee shall be entitled to disclosure of all the information with respect to the content.
5.4 The Licensee (‘Indemnifying Party’) hereby undertakes to indemnify the Licensors (‘Indemnified
Party’) its partners, associates, agents, employees, etc.  at all from and against any and all claims,
damages, liabilities, costs and expenses (including reasonable attorneys' fees), arising out of or in
any way connected with any claim that the Work infringes any intellectual property rights or other
rights of any third party, except to the extent such claim arises from a breach by Licensors’ rights,
duties or warranties under this Agreement.

6. FEES AND CONSIDERATIONS

6.1 In consideration of the grant of the License, the Licensee shall pay to the Licensors, License Fee
of an amount of Rs. 10,00,000 (“Ten Lakh Rupees Only”) (“License Fee”) each and a sum of the
Royalty generated from the Sale of the book to the Author as detailed in clause 7. Such License Fee
shall be paid in full before the signing of the agreement.

7. ROYALTIES

7.1 For each copy of licensed Work sold by the Publisher under this agreement:

7.1.1 The Publisher shall credit the Author’s account with a royalty equal to 7.5% each of the Net
Revenues from the Net Copies Sold of the Work, whether through sale, or downloads of such copies
on digital platform and kindle, or distribution rights granted to the Publisher by the Licensors under
this Agreement.

7.1.2 Licensors confirm that no further amounts, royalties shall be payable by the Publisher to the
Licensors or any other person under this Agreement in respect of exploitation of the licensed Works.
8. EXCLUDED RIGHTS

8.1 The Agreement does not extend to making translations of the content of the licensed work except
in Hindi and English languages.
8.2 The right to claim copyright protection for the licensed work shall be retained by the author.

9. TERMINATION AND CONSEQUENCE OF TERMINATION

9.1 The Licensors shall be entitled to terminate this Agreement in the event the Licensee enters into
(except for the purposes of solvent amalgamation or reconstruction) any composition or
arrangement with its creditors or if any resolution of order is passed for its winding up or if a
receiver is appointed over the whole or part of Licensee’s assets or if an administration order is
made.

10. CONFIDENTIALITY

10.1 Each Party agrees to keep confidential any and all Confidential Information, whether written
and/or oral, being information of any kind including that relating to the terms of this Agreement
and the details of the businesses of the Parties and/or customer information, as may be obtained
from the other Party pursuant to this Agreement and/or prior to it through any conversation,
meeting, discussion, negotiation and to disclose the same only to those of its officers, employees,
agents, contractors or subcontractors on a need-to-know basis and only to the extent necessary
for each of them to perform such Party’s obligations under this Agreement.

11. MISCELLANEOUS

11.1 Governing Law- This Agreement shall be governed by the laws of the India, applicable to
agreements made and to be wholly performed therein.
11.2 Force majeure- Neither Party shall be considered liable for the non-performance of any of
their obligations set forth in this Agreement when the non-performance thereof has been caused
due to an event or a combination of events of Force Majeure.
11.3 Notice- Any notice or other communication to be given under this Agreement shall be in
writing and shall be served by personal delivery or by email or by facsimile or by prepaid
registered post or by courier to the addresses of the Parties specified in this Agreement or as are
notified in writing in advance by the Parties to each other from time to time.
11.4 Arbitration- “Any dispute or difference whatsoever arising between the parties out of or
relating to this contract or the validity or the breach thereof shall be settled by arbitration in
accordance with the Rules of Arbitration of the Indian Council of Arbitration and the award made
in pursuance thereof shall be binding on the parties.”
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year
set forth above.

1. Global Publishing Limited, Plot no. 11, Mumbai, Maharashtra – 400056.

2. Sagarika Sarkar, r/o 7028, Juhu, Mumbai 400049
3. Neeraj Chopra, B-123, Lokhandwala, 400054

Jahan Nir, Sagarika Sarkar Neeraj Chopra

Manager, Global Publishing Ltd.