ART DIRECTOR’S AGREEMENT

This Art Director’s Agreement (the “Agreement”) is made and entered into on _____ day of June, 2022 ("Execution
Date")

BY AND BETWEEN

AB INTERNATIONAL FILMS LLP, a limited liability partnership, through Mr Amit Basnet having its registered address
Office No. 618-B, Samartha Aishwarya, CTS No. 1/222A, Oshiwara, Andheri West, Mumbai – 400053, hereinafter
referred to as “Producer” (which expression shall unless repugnant to the context or meaning thereof be deemed to
include his legal heirs, partners, successors, administrators, executors and assigns) of the FIRST PART

AND

_________________,_______________________________________________________________________(hereina
fter referred to as “Art Director” which expression, shall unless repugnant to the context or meaning thereof, shall be
deemed to mean and include its successors-in-interest, and assigns) of the OTHER PART.

The Producer and the Art Director shall hereinafter jointly be referred to as the “Parties” and individually as the
“Party”.

WHEREAS Producer is desirous of producing a Hindi film tentatively titled “Walker House” (hereinafter referred to as
“the Film”/ “the said Film”) which shall be co-produced by The Production Headquarter (TPHQ) and is desirous of
engaging the Services of the Assistant as per the agreed terms and conditions as set out in this Agreement.
All rights, title and interest given to the producer shall be subject to the terms and understanding as laid out
in the co-production agreement between TPHQ and ABI INTERNATIONAL FILMS

IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. COMMERCIAL TERMS:
a) Service Term: Term of this Agreement
shall commence on the Execution date of
this Agreement and shall be valid and
subsisting as per the approval and
satisfaction of the Producer (“Service
Term”). If the Services of a Art Director
are required beyond the completion of
the principal photography of the Film,
then such dates shall be intimated by the
Producer to the Art Director within 10
(ten) days from the date of such reshoot
or additional shoot day. Further, in case
of any revision in the production
schedule of the Film, it shall be intimated
by the Producer to the Art Director within
10 (ten) days from the date of such
revision. The Art Director agrees to
provide his/her services and make
himself/herself on such revised dates/
additional shoot dates as and when
intimated by the Producer. It is however
clarified for the avoidance of any doubt
that the Intellectual Property Rights
vesting in the Producer, pursuant to this
Agreement, shall be for perpetuity.
b) Service(s): The Art Director shall provide
Service(s) on an exclusive and first
priority basis to the Director and/or
Producer of the Film as per their approval
and satisfaction. The Art Director shall
make himself/herself available at all
time(s), location(s), and date(s) as
intimated by the Producer.
c) Service Fees: Art Director shall be
payable a fee of INR ____________
(Indian Rupees Only) plus applicable
taxes, only if and as applicable, until the

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 completion of Services as per the
approval and satisfaction of the
Producer..
d) All payments under this Agreement are
subject to tax deducted at source (TDS)
wherever applicable as per the Indian
Income Tax Act, 1961 as amended from
time to time.
e) It is agreed between the Parties that the
conveyance charges shall not be payable
by the Producer to the Art Director
during any phase of the project, whilst
pre-production, production/shooting,
and post-production within the territorial
limits of Mumbai, Thane, and Navi
Mumbai.
2. ART DIRECTOR’s REPRESENTATIONS AND
WARRANTIES: The Art Director represents
and warrants to the Producer that:
a) The Art Director is not under any disability,
restriction, and/ or prohibition, whether
under law or under any other agreement
entered into with any third Person(s) which
might prevent/ hamper/ deter the Art
Director from rendering the Service(s) or
observing any of the obligations of the Art
Director pursuant to this Agreement and
the Art Director shall ensure that it shall
not pursuant to the Effective Date enter
into any agreement/ arrangement with any
third person(s) which might prevent/
hamper/ deter the Art Director from due
execution of the terms hereof.
b) The Art Director hereby represents and
warrants that he has all the documents
required to perform Service(s) in India
during the Service Term which includes but
is not limited to passport and work visa.
c) The Art Director is in a good state of health
and shall not at any time during the Service
Term participate in any hazardous or
dangerous pursuit or voluntarily take any
risks which might prevent the Art Director
from being able and fit, at all times, to
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perform the Service(s) contemplated
hereunder.
d) There are no legal, quasi-legal,
administrative, arbitration, mediation,
conciliation, or other proceedings, claims,
actions, governmental investigations,
orders, judgments, or decrees of any
nature made, existing, or pending or, to the
best of his/her knowledge, threatened or
anticipated, which may prejudicially affect
the due performance or enforceability of
this Agreement or any obligation, act,
omission or transactions contemplated
hereunder;
e) The Art Director will not and shall not
assign, license, encumber or transfer or
otherwise dispose of any rights of
copyright or any other rights in or to the
product of the Service(s) of the Art Director
in connection with the Film.
f) The Art Director shall not during the
Service Term do any act which might bring
the Producer into public disrepute and/ or
offend the community or public morals
and/ or prejudice the Film in any manner
whatsoever.
g) The Art Director warrants that he/she shall
remain fully compliant (and undertakes
and agrees to remain compliant) with the
provisions of the Sexual Harassment of
Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and
the rules thereunder (“PoSH”) (as may be
amended from time to time). The Art
Director agrees to abide by the Producer’s
PoSH Policy.
h) The Art Director warrants that the Art
Director shall not indulge in any act(s),
which are outside the parameters of any
laws which may be in force in India,
including but not limited to, the Indian
Penal Code, 1860 and/or the Narcotic
Drugs and Psychotropic Substances Act,
1985 and shall not in any manner during
the entire Service Term engage in and/or
be accused of engaging in any
 illegal/immoral activities including the use
of any narcotics / banned substances and if
named in any investigation for either
consumption or otherwise dealing with
drugs/ banned substances and/or in
relation to any illegal/immoral activities.
3. INTELLECTUAL PROPERTY RIGHTS:
3.1. It is hereby agreed between the Parties
that the entire copyright (if any), or any
other rights arising out of or from all the
works resulting from the Service(s)
rendered by the Art Director pursuant to
this Agreement, shall vest with the
Producer as to the first owner of the
same pursuant to this ‘contract of
service’. This shall be applicable to all
present and future work arising out of
the Service(s). This right shall be
exercised in perpetuity and in all
territories of the world.
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3.2. All Intellectual Property in/ of the Film
and works resulting from the Service(s)
are and shall remain the exclusive
property of the Producer from the
moment they arise, for the entire period
of their subsistence in every part of the
world, and the Producer shall have the
exclusive right to exploit the Intellectual
Property, at its sole discretion. To the
extent that such Intellectual Property in
the Film and works resulting from the
Service(s) does not already vest with the
Producer, the Art Director hereby assigns
to the Producer without any limitation,
reservation or condition, the entire
copyright and all other rights, title or
interest of whatsoever nature (including
but not limited to all rights, throughout
the world, of copyright, production,
recordation, reproduction, transcription,
performance, broadcast and exhibition)
whether vested, contingent or future in
or to the product, results or proceeds of
the Service(s) (including but not limited
to all literary, musical and/ or Art Director
material contributed by the Art Director,
if any), now known and existing to which
the Art Director is now or may at any
time after the date of this Agreement or
commencement of the Service(s),
(whichever is earlier), be entitled to by
virtue of or pursuant to the Applicable
Laws, to hold to the Producer, its
successors, assignees and licensees
absolutely for the whole period of such
rights for the time being capable of being
assigned, together with all renewals,
revivals, reversions and extensions
throughout the world.
4. CONFIDENTIALITY: The Art Director shall not
reveal or make public any information, shall
not carry out any publicity or make any
statement, shall not publish any written
record, and shall maintain strict confidentiality
with respect to the Film, all the products of
the Service(s), all the terms and conditions
hereunder including the execution of this
Agreement and/ or relating to the business of
the Producer (collectively, the “Confidential
Information”) and shall refrain from revealing
or disclosing the same in any form
whatsoever, unless required by law to do so or
if the information is already in the public
domain. It is hereby agreed between the
Parties that this clause shall survive even upon
termination of this Agreement.
5. TERMINATION
5.1. The Producer may terminate this
Agreement at any time after giving seven
(7) days notice in writing to the Art
Director, for any reason. In the event of
termination by Producer, the Art Director
will be entitled to any monies due from
Producer for the Services actually availed
of by Producer from the Art Director up to
the date of termination of the Agreement,
provided that Producer is satisfied with the
quality of the Services delivered and the
timelines of the Services provided by the
Art Director. Producer shall not make any
payment if such termination by Producer is
because of any dissatisfaction expressed by
Producer in respect of the quality of the
Services or such termination is because of
any breach by the Art Director which
remains uncured by the Art Director
despite a notice to cure the breach by
Producer. As stated in clause 3 herein, all
rights in the IPR developed by the Art
Director up to the date of such termination
shall irrespective of the reason for
termination, be the property of the
Producer.
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5.2. Upon the occurrence of any Force Majeure,
the Producer will have the immediate right
to terminate this Agreement.
5.3. The Art Director shall not be entitled to
terminate this Agreement, except on
account of breach by Producer in making
payment in accordance with the terms of
this Agreement and provided such breach
has not been cured after giving fifteen (15)
days' notice in writing by the Art Director
to Producer.
5.4. Termination of this Agreement shall not
affect any accrued rights and obligations of
the Parties that accrued prior to the date
of such termination. On termination of this
Agreement, the Art Director will forthwith
hand over all the completed IPR pertaining
to the activities covered under this
Agreement to the Producer’s
representative and also return all notes,
recordings, data, documents, and other
property of Producer that it may have in its
possession. Subject to the foregoing in
clause 6.3 above, Producer will pay to the
Art Director any outstanding amount for
the Services availed of by Producer,
provided the Art Director has returned all
notes, recordings, data, records, and any
other property belonging to Producer as
the Art Director may have in its possession.
In the case where the payment is made in
advance the excess amount paid to the Art
Director for the remaining period, such
excess monies shall be refunded to the
Producer.
 5.5. Without prejudice to the foregoing, it is
agreed that on completion of the Services,
the Art Director shall forthwith return to
the Producer all notes, recordings, data,
records, documents, and all materials and
properties of the Producer that may be in
possession of the Art Director. The
producer shall be entitled to withhold
payment from the Art Director until all
such data, documents, material, or
property is returned by the Art Director to
the Producer's satisfaction.
5.6. Notwithstanding anything contained
herein, Producer reserves the right to claim
damages from the Art Director for any loss,
damages, cost, expenses, charges suffered/
incurred by Producer as a result of any
deficiency or unsatisfactory quality of the
Service(s) or any delay in the delivery of
the proceeds and Service(s) beyond the
time agreed by the Producer.
6. GOVERNING LAW: This Agreement shall be
construed in accordance with the laws of
India. The Parties hereby consent to the
jurisdiction of the courts of Mumbai as to any
matter arising out of or relating to this
Agreement.
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7. FORCE MAJEURE: The interruption of or
material interference with the preparation,
commencement, production, completion, or
distribution of the Film by any cause or
occurrence beyond the control of the
Producer or Art Director as the case may be,
including fire, flood, pandemics, current
COVID-19 situation, quarantine restrictions
related to COVID-19, Central/State
Government actions, epidemic, earthquake,
explosion, accident, riot, war (declared or
undeclared), blockade, embargo, act of a
public enemy, civil disturbance, labor dispute,
strike, lockout, inability to secure sufficient
labor, power, essential commodities,
necessary equipment or adequate
transportation or transmission facilities or
death, breach or disability of key personnel
rendering services on the Film other than Art
Director, any applicable law or any act of God.
8. RELATIONSHIP: The Art Director agrees that
the Producer has retained the Art Director
solely for the purposes and to the extent set
forth in this Agreement, and Art Director shall
not be entitled to share in any of the benefits
to which the Producer may derive from the
commercial exploitation of the Art Director's
Services rendered in connection with the Film
and hereunder (including all original ideas in
connection therewith). The Art Director shall
not be construed as a partner, employee, or
agent of the Producer.
9. AMENDMENTS: This Agreement may be
amended or modified only by the written
agreement (emails included) of the Producer
and the Art Director.
10. NO OBLIGATION: Nothing in this Agreement
shall obligate the Producer to actually utilize
Art Director's Services or to exploit the results
and proceeds of Art Director's Services
hereunder or to produce or exploit the Film
and/or the Materials, and Art Director shall
not be entitled to any damages or other relief
by reason thereof.
 11. STAMP DUTY: The stamp duty of this Agreement shall be borne by the Producer.

IN WITNESS WHEREOF the Parties hereto have set their hands to this Agreement on this day, month,
and year written hereinabove.

SIGNED AND DELIVERED BY SIGNED AND DELIVERED BY

AB INTERNATIONAL FILMS LLP

_______________ TITLE - ________________________

__________________

NAME – Mr Amit Basnet NAME: ________________________

BY - ___________________________ BY - ___________________________

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