ACTION DIRECTOR AGREEMENT

This Action Director Agreement (“Agreement”) is made and entered into at Mumbai, India
on this [] Day of July 2022.

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

______________, a citizen of India holding PAN no __________and currently residing at

________________________, hereinafter referred to as the “Action Director” (which
expression shall unless repugnant to the context and meaning thereof mean and include their
heirs, executors, administrators) of the SECOND PART.

RECITALS;

A. Producer is engaged in the business of film production and other allied business relating
to the entertainment industry at large and have a prestigious reputation and goodwill
within the society as well as the film industry at large.
B. 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).
C. 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.
D. Producer desires to engage Action Director to avail the Services of Action Director in
connection with the Film. At the request of Producer, Action Director agrees to render
services in connection with the Film in accordance with the terms and conditions of this
Agreement.

NOW THEREFORE, IN CONSIDERATION OF THE PROMISES, REPRESENTATIONS,

WARRANTIES, COVENANTS, CONDITIONS AND OTHER OBLIGATIONS HEREIN
AND GOOD CONSIDERATION WHICH THE PARTIES ACKNOWLEDGE AS
ADEQUATE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS:

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 1. DEFINITIONS AND INTERPRETATION:
1.1. In this Agreement, except where the context otherwise requires, the following
words and expressions shall have the following meanings:
1.1.1 "Agreement" shall mean this Agreement and any and all annexures and
schedules attached to it or incorporated in it by reference and shall include
any modifications of this Agreement as may be mutually agreed in writing.
1.1.2 "Confidential Information" shall mean any information that is not publicly
available and is provided by the Producer to the Action Director for the
purpose of implementing this Agreement and in relation to the Action
Director’s obligations including rendering its Services, confidential
information shall mean the production details about the Film, including but
not limited to the cast and crew for the Film, the budget of the Film, the
processes, techniques and plans of Producer to be used in making of the Film,
any trade secrets of Producer, the Services to be rendered herein by the
Action Director, any financial information or any proprietary information
relating to the Film and the business of Producer.
1.1.3 “Film” shall mean the cinematograph film, tentatively titled “Walker
House”
1.1.4 "Intellectual Property" includes patents, trademarks, service marks, trade
names, registered designs, design right, copyrights, rights of privacy and
publicity; and other forms of intellectual or industrial property, know how,
inventions, confidential or secret processes, trade secrets, any other protected
rights or assets and any licenses and permission in connection therewith, in
each and any part of the world and whether or not registered or registerable
and for the full period thereof, and all extensions and renewals thereof, and
all applications for registration in connection with the foregoing which are
recognized or may be granted under any applicable law.
1.1.5 “Services" shall mean and include the services customarily rendered by the
Action Director in relation to a cinematograph film, more specifically here in
context of the Film, as may be instructed by Producer or director, from time
to time.
1.1.6 “Works” includes but is not limited to all works of authorship, diagrams,
drawings, animated drawings, storyboards, pictures, photographs, films,
images, set and art designs and other designs, art works, expression of ideas
or information, themes, plots, stories, characterizations, scripts, screenplay,
music, lyrics, songs, soundtracks, sound recordings, dialogues, writings,
rewrites, changes, additions, deletions, titles, subtitles translation,
synchronization, doubling, dubbing, performance, models, documents and
other things and materials collected, complied, contributed, developed,
produced or created by the Action Director, in whatever form or medium,
(whether individually or jointly with the Producer) in relation to and/or in the

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 course of the performance of the Services of the Action Director under this
Agreement.
1.2 Unless the context otherwise requires:
1.2.1 Words importing the singular include the plural and vice versa; and
1.2.2 Any reference to a statutory provision shall be deemed to include a reference
to any rules or regulations thereunder and any statutory modification or re-
enactment thereto; and
1.2.3 The clause headings do not form part of this Agreement and shall not be
taken into account in its construction or interpretation.
1.2.4 Any reference to the Action Director in this Agreement shall mean and
include its entire team including assistants and representatives either on the
Action Director’s permanent rolls or hired by it in relation to providing
Services in respect of the Film or otherwise (“Crew”).
2. SERVICES:
2.1 Producer hereby engages the Action Director to render its Services as contemplated
in this Agreement in relation to the Film for the Consideration and the Action
Director hereby agrees to provide its Services to the Producer to the best of its skills
and ability in a professional manner at such locations and on such dates and at such
times as may be specified by Producer.

3. OBLIGATIONS OF THE ACTION DIRECTOR AND RIGHTS OF PRODUCER:

3.1 Without limiting the scope of Services of the Action Director as understood in the
film industry in relation to a cinematograph film and without prejudice to the rights
of the Producer, the Action Director inter alia agrees, covenants, and undertakes the
following:
3.1.1 Availability: From the date as may be intimated to the Action Director by
Producer, the Action Director shall make itself available (including its Crew)
at the discretion of Producer at any location as may be required by Producer.
3.1.2 The Action Director shall render its Services at any location requested by the
Producer or director on an exclusive and first priority basis on the days and
time committed by the Action Director or as otherwise agreed between the
Parties and on a non-exclusive but first call basis during pre-production and
post-production of the Film;
3.1.3 The Action Director shall take all steps necessary to ensure the smooth and
timely execution of its Services to ensure that no delay ensues in relation to
the Film.
3.1.4 The Action Director undertakes to fully co-operate with Producer, its
employees, representatives or associates for all purposes relating to the

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 production of the Film and also with the director, cinematographer, writer,
artists, technicians, choreographers, set designers or others whose services
may be utilized by Producer in the course of the Film.
3.1.5 The Action Director undertakes to take all steps, sign all documents and
comply with any and all requirements as are necessary for Producer in
relation to the Film;
3.1.6 The Action Director undertakes not to indulge in any activity or participate in
any transaction which is intended to or is reasonably likely to jeopardize,
restrict, or diminish the completion or marketability of the Film or is likely to
adversely affect the Film;
3.1.7 The Action Director agrees and undertakes that it shall not divulge the
Confidential Information to any third party without obtaining prior written
approval of the Producer;
3.1.8 The Action Director fully understands and hereby undertakes and confirms
that it shall not appoint any person as its proxy/replacement to fulfill the
obligations as undertaken herein and the work shall be carried out personally
by the Action Director. Further, the Action Director shall provide Producer
with a list in writing of all the individuals forming part of the Crew within 7
(seven) days from the date of execution of this Agreement. It is specifically
agreed between the Parties that Producer shall not be responsible for any cost
or expense in relation to the suppliers or the Crew of the Action Director,
including remuneration cost and any such cost or expense shall be solely
borne by the Action Director. The Action Director undertakes to be fully
responsible for all acts and deeds of the Crew and hereby undertakes and
confirms that it shall ensure that the Crew is in strict compliance of the terms
agreed upon herein;
3.1.9 Producer shall retain all approvals and controls in respect of the Film,
including without limitation, all creative, business and other matters (e.g.
production, exhibition, exploitation, advertising, publicity, promotion, legal,
marketing and distribution);
3.1.10 Producer shall have the irrevocable, unconditional and exclusive right to use
and to license the use of Action Director's, sobriquet, pseudonym,
photograph, likeness, and/or caricature by any means and in connection with
the Film and the advertising, publicizing, promotion, merchandising,
exhibition, and/or other exploitation thereof and any allied and ancillary right
in the Film in any manner in all media and by any means now known or
invented in the future;
3.1.11 The Action Director shall make itself available for all publicity, promotional
and marketing activities in relation to the Film and before and after the
release of the Film at any location and time, as may be required by the
Producer. The Action Director’s Services shall also include the making of so-

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 called "behind the scenes" motion film documentaries, and electronic press
kits;
3.1.12 In case the Action Director is a member of any association(s), the rules made
therein are independent and exclusive to the Action Director and are not
incorporated in (expressly or impliedly) this Agreement.
3.1.13 The Action Director fully understands and hereby undertakes and confirms
that in the event the Action Director is unable to render its Services herein, it
shall inform the Producer of the same as soon as reasonably practicable and,
in any event, within two days. For avoidance of any doubt, it is clarified that,
if the Producer has to appoint any third party due to Action Director being
unavailable, to fulfill the Services and its obligations as undertaken herein,
the cost and expenses borne by the Producer may be deducted or retained
from the Consideration;
3.1.14 The Action Director agrees and acknowledges that time is of essence for the
Services to be rendered under this Agreement and any delay caused by the
Action Director in handing over of the Works beyond the agreed time will
cause irreparable loss and damage to the Producer. Therefore, the Action
Director shall use its best efforts to ensure that the Film is completed in a
timely manner and no delay is attributable to its conduct, action, or deeds;
and
3.1.15 The Action Director acknowledges and confirms that nothing shall prohibit,
prevent or hinder Producer from engaging the services of any other person for
the purposes stated herein, at any time, prior to or during the production or
post production of the Film.
3.1.16 The Action Director or its Crew or any of the representative shall not at any
time and in any manner whatsoever exploit for its personal profit or gain any
of the characters, story, script, screenplay, musical score, lyrics, dialogues,
footage/s or special effects (and/or any adaptations thereof) that are created
for the Film irrespective of the fact that the Action Director or its Crew had
rendered the Services in creation of the Film.
3.1.17 In the event Producer requires the Services of the Action Director for the
completion, addition and/or alteration for the Film, the Action Director shall,
to its best efforts, and on a priority basis, be present on such further dates and
locations as may be requested by Producer.
3.1.18 The Producer shall not be liable to the Action Director for:any loss or damage
to the Action Director’s or its Crew’s property sustained at or whilst in transit
to or from places at which the Action Director shall render the Services;
norany personal injury, ailment or death of the Action Director or the Crew
arising out of or during the Action Director's engagement or whilst in transit
to or from places at which the Action Director shall render the Services, save

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 to the extent any such injury, ailment or death is caused by the Producer’s
negligence.
3.1.19 All rights, title and interest (including copyright) in the Works and materials
used therein vest exclusively in the Producer and the Action Director shall
not raise any claims against the Producer in this regard.
3.1.20 During the subsistence of this Agreement, if rendering of Services by the
Action Director involves travel in relation to the Film or otherwise, Producer
shall determine the means to be adopted for such travel and shall arrange for
suitable accommodation if required for the Action Director.
4. CONSIDERATION:
4.1 Subject to the full, complete, and timely performance of the Services and other allied
activities in relation to the Film, Producer shall pay to the Action Director an "all-
inclusive" consideration amount of a sum of ____________________and subject to
deduction of tax at source at applicable rates. Producer shall make the payments of
the Consideration to the Action Director in accordance with the payment detailed
below:
20% Within 15 days of the signing the agreement
20% 30 days before the start of the principal photography
20% At the end of principal photography
20% At the end of dubbing and post production
20% On seeing the First Copy of the Film
4.2 The said Consideration shall be the full and final compensation for all the
Services rendered by the Action Director during the continuation of this Agreement
and for the rights granted under this Agreement. For avoidance of any doubt, it is
clarified that the Consideration includes the fee of the Crew hired by the Action
Director and no separate fee shall be payable by the Producer to any such
assistant/Crew hired by the Action Director for rendering the Services to the
Producer.
5. INDEMNITY:
The Action Director hereby agrees to indemnify and keep indemnified Producer from
and against any and all loss, damages, claims arising from or out of any obligation,
representation, warranty, undertaking or covenant hereby made/agreed/undertaken by the
Action Director turning out to be false, untrue, misleading, incorrect and/or breached.
6. INTELLECTUAL PROPERTY RIGHTS:
6.1 The Parties agree that Producer shall be the sole, absolute and exclusive owner of all
the rights of the Action Director and all rights in and to the Works and other allied
work of the Action Director's Services under this Agreement including but not
limited to the sole and exclusive Intellectual Property Rights, negative rights (sound

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 negative and picture negative) in the Works and any work embodying the Works for
recording, distribution, exhibition, exploitation (in all media now known or to be
invented in the future), performance, merchandising rights, publishing, dubbing, sub-
titling, mechanical synchronization, broadcasting rights in any medium or
format whatsoever (whether intended for theatrical exhibition, video gram
distribution, television broadcast, online streaming, wire or electronic transmission
over the internet or mobile handsets or any comparable service whether on an
interactive basis or otherwise, and all derivative rights including without limitation,
all prequels, sequels and remakes rights) (including without limitation radio, cable,
internet and satellite), television productions, video gram (DVD, videocassette, video
disc, laser disc or other home video format), rental and lending rights, and the rights
to communication to the public, work and any work embodying the work including
live dramatic or stage productions, publicity materials, all forms of broadcast
publication, soundtracks and sound recordings, merchandising, commercial tie-ups
and tie-ins, adaptation of the work for the purpose of audio-visual adaptations of any
and all kinds and any and all ancillary and allied media, formats and all copyright
and other rights in the said Film and all its underlying Works and paraphernalia,
including any other rights howsoever arising from or touching the Film now in
existence and those that may be discovered or developed or invented in future for the
territory/territories of entire world including the India i.e. universal rights during the
full period of copyright and all possible renewals, revivals, reversions and extensions
of copyright and thereafter (insofar as may be or become possible) in perpetuity.
6.2 The rights of Producer stated in this Agreement including the rights stated in Clause
above, are unconditional, irrevocable, absolute, exclusive, and perpetual, and shall
subsist worldwide and throughout the universe, as now understood or hereafter
discovered. The Action Director irrevocably and unconditionally waives the benefits
of any provision of law known as "moral rights" (including any of the Action
Director’s rights under Sections 17 of the Copyright Act 1957 ) or any similar laws
of any jurisdiction.or otherwise, in relation to the Film and the Works, in perpetuity,
including all of the Action Director's Services, and enforcement thereof, and all
claims and causes of action of any kind with respect to any of the foregoing. In the
event Action Director has any rights in and to the Works and any work embodying
the Works (including the Film) that cannot be assigned to Producer as provided
above and cannot be so waived, Action Director hereby grants to Producer an
exclusive, worldwide, royalty-free license during the term of such rights to
reproduce, distribute, modify, publicly perform and publicly display, with the right to
sub-license and assign such rights in and to Producer including without limitation,
the right to use in any way whatsoever the Works and any work embodying the
Works (including the Film) and the Services. To the extent any of the foregoing is
ineffective under applicable laws, Action Director hereby provides any and all
ratifications and consents necessary to accomplish the purposes of the foregoing. The
Action Director shall confirm any such ratifications and consents from time to time
as requested by Producer. It is agreed that if the Action Director fails within 7

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 (seven) days of request from the Producer to do the requested acts and execute the
relevant documents, the Action Director hereby appoints the Producer to be its
attorney to execute and do any such instrument or thing, and generally to use its
name, for the purpose of giving the Producer the benefit of this Agreement. This
power of attorney is irrevocable as long as any of the Action Director's obligations
under this Agreement remain undischarged. The Action Director must ratify and
confirm everything that the attorney and any substitute attorney does or arranges
using the powers granted under this Clause 5.
6.3 The Action Director acknowledges and agrees that Producer is not obligated to use
the Works or Services or any part thereof or otherwise exploit the Works in any
manner whatsoever or continue to do any of the foregoing.
7. REPRESENTATIONS AND WARRANTIES:
The Action Director hereby represents and warrants to Producer as follows:
7.1 that it is not under any disability, restriction, or prohibition, whether legal,
contractual, or otherwise, which shall prevent it from performing or adhering to any
of its obligations under this Agreement, and it has not entered into and shall not enter
into any agreement that may violate this Agreement;
7.2 that the Action Director and its Crew possess the necessary skills, expertise and
experience to render the Servicer hereunder in accordance with the terms and
conditions of this Agreement;
7.3 that no litigation, arbitration, or administrative proceedings are threatened, pending,
which call into question the validity or performance of its obligations under this
Agreement;
7.4 the Services and any part or element thereof, and the exploitation or any other use of
the rights herein granted shall not violate or infringe upon the copyright, trademark,
trade name, patent, literary, dramatic, musical, artistic, personal, civil or property
right, or any other right of any person, or defame, invade the right to privacy of or
constitute a defamation against any person;
7.5 that Action Director has not and shall not enter into any arrangement or agreement to
render its services to a third party during the subsistence of this Agreement which
would or might conflict with the rendering of the Action Director's Services under
this Agreement;
7.6 the rights granted under this Agreement includes the permission with respect to the
copyright in any work comprising the Works or Services of the Action Director in
the Film and all allied and ancillary rights in the Film, and the requisite consents
have been obtained by the Action Director; and
7.7 the Action Director is a self-employed person for tax purposes and will be solely
responsible for all income tax due in respect of the rendering of the Services and
shall indemnify the Producer, and keep it indemnified, against any losses, costs,
damages or proceedings arising out of or in connection with any non-payment by the

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 Action Director and/or non-deduction by the Producer of any income tax. Without
prejudice to the foregoing, in the event that the Producer is held liable for part of any
tax applicable to the Action Director’s engagement, the Producer shall be entitled to
deduct such sums from any payments due to the Action Director under this
Agreement
8. PRESENTATION CREDITS:
Subject to the full, complete and timely performance of the Services and obligation by the
Action Director, in accordance with the terms and conditions of this Agreement, the Action
Director shall be given due credit in the Film subject however that the decision relating to
and the finalization thereof of the credit titles scroll be the sole prerogative of Producer. It is
clarified that in the event of termination of this Agreement for breach, Producer shall not be
under any obligation to give any credit to the Action Director.
9. TERMINATION:
9.1 The Action Director’s engagement under this Agreement shall be suspended if the
Action Director is prevented by any incapacity from rendering any of its Services
hereunder consecutively for 5 (five) days during principal photography or 12
(twelve) days in the aggregate during subsistence of this Agreement. For avoidance
of any doubt, it is clarified that if the Producer has to appoint any third party, due to
Action Director being unavailable, to fulfill the Services and its obligations as
undertaken herein, the cost and expenses borne by the Producer shall be deducted or
retained from the Consideration payable to the Action Director by the Producer and
no amount shall accrue or become payable to the Action Director hereunder during
the period of suspension or consequent termination accordingly.
9.2 Without prejudice to any other claims or rights that the Producer may have against
the Action Director and subject to the provisions of clause 8.3, the Producer may
immediately terminate this Agreement on written notice to the Action Director, if the
Action Director at any time fails, is unable, neglects or refuses to perform the
Services or observe any of its obligations specified in this Agreement at any time and
in the manner provided herein, or is otherwise in breach of this Agreement and fails
to remedy such breach within 4 (four) days of receipt of the Producer's notice.
Further, the Action Director shall be liable to refund any excess Consideration paid
by the Producer to the Action Director until the date of such termination within 4
(four) days of such termination.
9.3 Without prejudice to the above, Producer shall also be entitled to terminate the
Action Director’s engagement at its sole discretion by providing a 15 (fifteen) days
prior written notice.
9.4 If this Agreement is terminated for any reason, the rights granted, licensed and
assigned in this Agreement to the Producer in and to the Works under this
Agreement shall remain vested with the Producer for the entire world and in
perpetuity.

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 9.5 In the event of termination of this Agreement by Producer, the Parties agree
that Producer shall be entitled to hire any other person to undertake the role and
services of the Action Director to complete the Film, as it deems fit, in its sole
discretion.

10. MISCELLANEOUS:
10.1. Relationship of Parties: Nothing herein contained shall be construed to
create a partnership, joint venture, association of persons, agency, or employment
agreement between the Parties hereto.
10.2. Entire agreement: This Agreement, together with all agreements and
documents executed contemporaneously with it or referred to in it, constitute the
entire agreement between the Parties in relation to its subject matter and supersedes
all prior agreements and understanding, whether oral or written, with respect to such
subject matter, and no variation of this Agreement shall be effective unless reduced
to writing and signed by or on behalf of a duly authorized representative of each of
the Parties.
10.3. Notice: Notice to the Parties shall be in writing and shall be sent at the
addresses first hereinabove mentioned. In case, there is any change in the addresses
of a Party, the same shall be communicated immediately (not later than 7 (seven)
days) to the other Party, failing which any notice sent to the earlier address of the
said Party shall be deemed to be valid service of such notice.
10.4. No Rescission: The remedies of the Action Director in the circumstances of
any breach or repudiation of this Agreement by the Producer or any third party shall
be limited to the Action Director’s right to recover actual damages in an action at
law. The Action Director shall not be entitled by reason of any breach or repudiation
to interfere, inhibit, enjoin or restrain the development, production or exploitation of
the Film or any of the allied and ancillary rights connected with the Film.
10.5. Assignment: The Action Director shall not assign any of its rights and
obligations under this Agreement to any third party. Producer has the right to assign
its rights and obligations under this Agreement to any third party without seeking
Action Director’s consent.
10.6. Severability: Should any provision of this Agreement be held to be invalid,
the remainder of this Agreement shall be effective as though such invalid provision
had not been contained in this Agreement.
10.7. Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of India.
10.8. Jurisdiction: The Parties agree that the Courts of Mumbai shall have
exclusive jurisdiction regarding any matter arising out of or related to this
Agreement.

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IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THESE
PRESENTS ON THE DAY AND YEAR FIRST HEREINABOVE WRITTEN SIGNED
AND DELIVERED BY the within named Producer by the hands of its Authorized
Signatory:

Signed and delivered by the within named )

The Producer or the Party of the First Part )
ABI INTERNATIONAL FILMS LLP )
Through Mr. Amit Basnet)
The Party of the First Part

Signed and delivered by the within named )

The Party of the Second Part/Action Director)
________________________________ )
The Party of the Second Part )

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