ASSISTANT AGREEMENT

This Assistant 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 “Assistant” 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 Assistant 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 Assistant are
required beyond the completion of the
principal photography of the Film, then
such dates shall be intimated by the
Producer to the Assistant 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 Assistant within 10 (ten)
days from the date of such revision. The
Assistant 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 Assistant 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 Assistant shall make
himself/herself available at all time(s),
location(s), and date(s) as intimated by
the Producer.
c) Service Fees: Assistant shall be payable a
fee of INR ____________ (Indian Rupees
Only) plus applicable taxes, only if and as
applicable, until the completion of
Services as per the approval and
satisfaction of the Producer..

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 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 Assistant 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. ASSISTANT’s REPRESENTATIONS AND
WARRANTIES: The Assistant represents and
warrants to the Producer that:
a) The Assistant 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
Assistant from rendering the Service(s) or
observing any of the obligations of the
Assistant pursuant to this Agreement and
the Assistant 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 Assistant from due
execution of the terms hereof.
b) The Assistant 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 Assistant 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 Assistant
from being able and fit, at all times, to
perform the Service(s) contemplated
hereunder.
d) There are no legal, quasi-legal,
administrative, arbitration, mediation,
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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 Assistant 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 Assistant in connection
with the Film.
f) The Assistant 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 Assistant 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 Assistant
agrees to abide by the Producer’s PoSH
Policy.
h) The Assistant warrants that the Assistant
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 Assistant 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 Assistant 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 Assistant
material contributed by the Assistant, if
any), now known and existing to which
the Assistant 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 Assistant 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 Assistant,
for any reason. In the event of termination
by Producer, the Assistant will be entitled
to any monies due from Producer for the
Services actually availed of by Producer
from the Assistant 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 Assistant.
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 Assistant which remains uncured by
the Assistant despite a notice to cure the
breach by Producer. As stated in clause 3
herein, all rights in the IPR developed by
the Assistant up to the date of such
termination shall irrespective of the reason
for termination, be the property of the
Producer.
5.2. Upon the occurrence of any Force
Majeure, the Producer will have the
immediate right to terminate this
Agreement.
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5.3. The Assistant 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 Assistant 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 Assistant 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
Assistant any outstanding amount for the
Services availed of by Producer, provided
the Assistant has returned all notes,
recordings, data, records, and any other
property belonging to Producer as the
Assistant may have in its possession. In the
case where the payment is made in
advance the excess amount paid to the
Assistant 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 Assistant 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 Assistant. The producer
shall be entitled to withhold payment from
the Assistant until all such data,
documents, material, or property is
returned by the Assistant to the Producer's
satisfaction.
 5.6. Notwithstanding anything contained
herein, Producer reserves the right to claim
damages from the Assistant 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.
8. RELATIONSHIP: The Assistant agrees that the
9. AMENDMENTS: This Agreement may be
10. NO OBLIGATION: Nothing in 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 Assistant 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
Assistant, any applicable law or any act of
God.
Producer has retained the Assistant solely for
the purposes and to the extent set forth in this
Agreement, and Assistant shall not be entitled
to share in any of the benefits to which the
Producer may derive from the commercial
exploitation of the Assistant's Services
rendered in connection with the Film and
hereunder (including all original ideas in
connection therewith). The Assistant shall not
be construed as a partner, employee, or agent
of the Producer.
amended or modified only by the written
agreement (emails included) of the Producer
and the Assistant.
shall obligate the Producer to actually utilize
Assistant's Services or to exploit the results
and proceeds of Assistant's Services
hereunder or to produce or exploit the Film
and/or the Materials, and Assistant 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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