TERMS OF ENGAGEMENT (“Agreement”) DATED 2" May, 2024 EXECUTED AT CHENNAI Name of the Producer | AXESS FILM FACTORY, a partnership firm incorporated under the provisions of the Indian Partnership Act, 1932, represented by its partner Mr. G. Dilli Babu, having its Permanent Account Number (PAN): ABBFAS676L and Goods and Services Tax Number (GSTN): 33ABBFAS676L1Z9, and having its registered office at No.52, 2nd Floor, Kannammal Street, | Kannabiran Colony, Saligramam, Chennai - 600093 including its successors-in-interest, representatives and assigns) hereinafter called the “PRODUCER” Name of Performer As per details provided in Annexure A Film As per details provided in Annexure A =P] in| Services shall mean the services to be rendered by the PERFORMER as an artiste in relation to the part and character being played by the PERFORMER in the Film, which shall include generic categories of participating in shooting, re- shooting, performance of his/her character in the Film, dubbing in Tamil and any other K.K. NAGAR, CHENNAI - 78.| Conditions Precedent “The PERFORMER agrees and confirms following are the Conditions Precedent based on which the PRODUCER has offered to engage the services of the PERFORMER and the PRODUCER shall not be bound by the terms of this Agreement in the event of such Conditions | Precedent not being fulfiled: The PERFORMER agrees that the PRODUCER shall be entitled to avail the services of the PERFORMER similar to the Services as mentioned herein in connection with 3 (three) other films (hereinafter referred to as the “Second Film", "Third Film” and “Fourth Fil” and jointly referred to as "Subsequent Films") ‘under the banner of the PRODUCER and/or any such third party as the PRODUCER may deem fit. Upon the PRODUCER exercising such option, the PERFORMER shall render such services to the PRODUCER towards the Subsequent Films without any delay, demur or protest and in accordance with such terms and conditions contained in the long form agreements to be executed by the Parties in connection with the Subsequent Films containing terms similar to those contained herein. Itis agreed between the Parties that the consideration payable to the PERFORMER in connection with the Subsequent Films shall be as more fully specified in Annexure C herein. Its further agreed by the PERFORMER that the PERFORMER shall not render services similar to the Services as mentioned herein in connection with any other film prior to the initial theatrical | release of all the Subsequent Films. |The PRODUCER shall be solely entitled to determine the timeline within which the services of the PERFORMER towards the | Subsequent Films shall commence and the PERFORMER shall render her service in| accordance to the same. | | Start Date for Services Shall refer to the date mentioned in Annexure B from when the Services of the Performer shall | commence. The number of days required for shooting of the Film and for promotion of the Film if required shall be as more clearly mentioned in Annexure B and any) ‘modification to the number of days or start date shall be as determined by the PRODUCER. The _ | Producer shall determine the kind of Promotion‘in which the PERFORMER is required to take __| part of, _ Le ‘As per details mentioned in Annexure C. \& [Rights of the | (i) Work Made for Hire: The PERFORMER PRODUCER acknowledges that the Services rendered by | | the PERFORMER in pursuant to the terms herein shall be considered as work made for | | hhire and commissioned by the PRODUCER for | use as part of the Film or other audio visual | | ‘work for the PRODUCER and/or as otherwise | deemed fit by the PRODUCER and, therefore, | | the PRODUCER shall be the owner of the entire | copyrights of the Services rendered by the | Performer as contained in the Film. The PRODUCER shall solely and exclusively own | throughout the universe, in perpetuity, all rights of every kind and nature, whether now known or hereafter created with respect to the Film including but not limited to the rights to | exhibit, exploit, perform and cause to perform | such results and proceeds in all theatrical and | non theatrical modes whether through Radio, | Television, Internet, IPTV, Mobile or any other digital medium, or by any other present or future media, for profit and otherwise, and for ‘commercial or non-commercial purposes and purposes of trade. | | (ii) The Producer shall be exclusive entitled to license and assign any of its rights in the Film to any other person on such terms as the PRODUCER may deem fit and appropriate. (li) Non applicability of Section 19(4) of the | Copyright Act, 1957: The parties agree that Section 19(4) of the Copyright Act, 1957 shall | not be applicable to this Agreement, (iv) The Producer, it successors, assignees and | | licensees shall have the right to use the image | and character of the PERFORMER in the Film, | including, names, photograph, —portrat, | caricature, voice silhouette for the purpose of promotion of the Film, | cooperation to the Producer in case the Producer ties up with any brand for promotion for revenue generation by promoting such brand whether as an in film promotion or as | any media release. The Performer shall not seek any additional compensation towards promoting such brand, The Performer shall _| however nat be required to promote any brand | (v) The Performer shall render all support andRepresentations Warranties of the | to the best of his/her skill and ability and in a PERFORMER ____| not report for shoot in an intoxicated state. The Jif such promotion conficts with any of existing contracts with any other competing brands. | (vi) The PRODUCER shall have no obligation to the PERFORMER with respect to distribution or exploitation of the Film. The PRODUCER is also not obligated to make use of PERFORMER'S Services or the results of PERFORMER's services in the Film and PERFORMER shall not be entitled to any damages or other relief by reason thereof nor in respect of any loss of publicity, advertisement, reputation or the lke ‘on account of the same. & | 8) To render the Services under this Agreement. competent, diligent, professional and workmanlike manner and in accordance with the service schedule as mentioned in Annexure B. ) The PERFORMER shall not divulge or disclose any information of any nature or kind relating to the Film or development or production thereof, or to the general affairs of the | PRODUCER coming within PERFORMER's knowiedge by reason of the rendering of the Services, or otherwise howsoever; ©) The PERFORMER shall not at any time be entitled to any rights, title or interest in the Film ‘and/or the part/character portrayed by the PERFORMER in the Film and all such rights, title ‘and interest, shall be solely owned by the PRODUCER, d) The PERFORMER shall not enter into any agreement with any third party, which conflicts | with or inhibits or restricts the performance of | the obligations by the PERFORMER under this. | Agreement. | | | €) The PERFORMER shall not be entitled to give any interviews or insights about the Film | without written consent of the PRODUCER and shall not for any reason whatsoever state ‘anything defamatory or derogatory about the Film or any person involved in the Film, | ‘The PERFORMER shall at all times conduct himself/herself in a dignified and responsible manner while rendering the Services and shall10. Confidentiality PERFORMER shall conduct himself/herself in an | appropriate manner with all his/her co-stars and shall not do anything that shall bring disrepute to the Film and/or the PRODUCER in | any manner whatsoever. The PERFORMER shall not be supportive and cooperative with all co- stars in the Film. | 4) If the PERFORMER is required to render | Services on any additional day beyond what is | mentioned in Annexure B or during any, Additional Period Ike ight shits etc. 2s required by the Producer for the betterment of the Film or to comply with any requirements imposed by CBFC, then the PERFORMER shall render such Services for the Film without any | protest and at no additional cost to the PRODUCER. ae |All terms and conditions contained herein, any _ information, data, record including but not limited to the story, screenplay, moments of the Film and the making thereof which the | PERFORMER has access to only by virtue of this ‘Agreement and not otherwise shall be deemed ‘as Confidential. The PERFORMER is not entitled to divulge any such confidential information to any third party without proper written consent from the PRODUCER. Any breach of this | confidentiality obligation is a material breach | and the PRODUCER shall be entitled to exemplary damages. | All credits to the PERFORMER whether in the | title card as screen credit or in any promo: ‘material shall be at the PRODUCER's discretion | including size and placement wherever such credits are given. ‘Any notice to be issued in connection with this Agreement, in order to be effective on the | Parties shall be in writing and be delivered personally or sent by registered post ed AAck.due or courier with proof of delivery to the | Parties at their respective address mentioned | herein or such other address as the Parties may | designate in writing to each oth Remedies Indemnity and ‘The PERFORMER acknowledges that the | Services of PERFORMER and the rights herein | granted are of a special, unique, unusual, | extraordinary and intellectual character giving | | them a peculiar value, the loss of which cannot | be reasonably or adequately compensated in damages in an action at law, and that a Breach by PERFORMER of any of the representations ‘and warranties contained herein will cause the PRODUCER irreparable injury and damage. The| PRODUCER shall be entitled to injunctive and | ‘other equitable relief including specific - | performance and for al such remedies that the | | PRODUCER is entitled under law to prevent/ redress any breach committed by the | PERFORMER ‘The PERFORMER shall indemnify and keep at | all times the PRODUCER indemnified against all loss, cost, damage, expense whatsoever arising | | ‘on account of any breach of its representations, warranties or obligations as contained in this Agreement. R Rights: (2) If the PERFORMER becomes | incapacitated and such _incepacity | | continues for a consecutive period in excess of seven (7) days; or (b) if a Force Majeure continues in excess of eight (8) consecutive weeks, or if there Is a Breach by PERFORMER, then The PRODUCER shall have the right to terminate this ‘Agreement by written notice to PERFORMER, which termination shall be effective as of the effective date set forth in such notice; (c) The PRODUCER shall have the right to forthwith terminate this Agreement, in the event that the | _PERFORMER commits any act or mission | which is prejudicial to or harms the image | | | or goodwill or business of the PRODUCER | and/or the Film. | 14.2. IER’ jination : The PERFORMER shall not have any right | to terminate this Agreement and the remedy available to the PERFORMER in | | | | case the PRODUCER fails to rectify the breach notified as provided herein shall be | | restricted to seeking damages arising out | of such breach. | 44.3. Effect of Termination: In the event | the Agreement is terminated according to Clauses 14.1 (a) or (b), then then the Consideration paid to the PERFORMER till | such date of termination shall be the full and final remuneration and the PERFORMER shall not be entitled to receive any further payments under this | | Agreement and the PRODUCER shall be no | more be liable to the PERFORMER in any | manner whatsoever. In the event the ‘Agreement is terminated in accordance with Clause 14.1 (c) of this Agreement, the PERFORMER shall be liable to refund the entire Consideration received by him/her 14. Termination Consequences15. Dispute Redressal and Jurisdiction ‘Any and all disputes and differences that may until such date of termination to the | PRODUCER within 15 (fifteen) days of such termination, falling which an interest at the rate of 18% (eighteen percent) per annum shall be applicable. Further, the PERFORMER shall not be entitled to any cconsideration/feesjremuneration from the PRODUCER and the PRODUCER shall be no more be liable to the PERFORMER in any manner whatsoever. 14.4, Termination of this Agreement for any reason shall release and discharge the parties from any further obligation to the other under this Agreement, All rights that ‘one party was entitled to as on the date of termination coming into effect shall be enforceable on the other and the other party shall be obligated to honour such | rights of the party. However, the PRODUCER shall be entitled to all the rights over the Services of the PERFORMER and the exploitation thereof even | subsequent to the termination. The obligation of the PERFORMER to maintain publicity restriction, confidentiality and not to commit any act derogatory to the PRODUCER and the Film shall survive the expiry oF termination ofthis Agreement. 14.5. The PERFORMER acknowledges that the services of PERFORMER and the rights herein granted are of a special, unique, unusual, extreordinary and_ intellectual character giving them a peculiar value, the | loss of which cannot be reasonably or ‘adequately compensated in damages in an action at law, and that @ Breach by PERFORMER will cause the PRODUCER irreparable injury and damage. The PRODUCER shall be entitled to injunctive and other equitable relief to prevent any breach by PERFORMER. arise between the Parties, in connection with this Agreement shall be referred to the arbitration of a Sole Arbitrator to be mutually appointed by the Parties hereto. The said Arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. ‘The award of the arbitration proceedings will be final and binding on both Parties to the ‘Agreement. The venue of the Arbitration shall be Chennai, The Arbitration proceedings shall be conducted in English. This Agreement shall |‘be subject tothe Laws of India and rn Courts of Chennai, ‘Any modification, variation or amendment to this Agreement in order to be effective and binding on the parties shall be in witing and signed by both Parties, PRODUCER PERFORMERANNEXURE A DETAILS OF PERFORMER AND FILM S.NO | Particulars | Details 1. Name ofthe PERFORMER | Ms, Atchaya A bearing Aadhar No. 6773 4132 7403 residing at 10, THAMARAIKULAM MELKARAI, VTC: Bhuvanagiri , PO: Bhuvanagir, Sub _ District: Chidambaram, District: Cuddalore, State: Tamil Nadu, PIN | | Code: 608601 which term shall mean and include all | | hisher successors, legal heirs, representatives and | assigns. | 2. | Name of the Said Picture/Film | Valayam Language | Tami ‘Aishwarya Rajesh, Pradeep " Manobharathi PRODUCER PERFORMERANNEXURE B ‘SERVICE SCHEDULE thas been agreed between the PRODUCER and the PERFORMER that the PERFORMER shall make available his/her Services as per details provided below: [ 4.” | Start date of Services 2. | No. of days the PERFORMER should be available for shoot 3. | No. of days the PERFORMER should be available for promotions 4, | Shoot Schedule | 5. | Post Production Schedule ‘The Service Schedule for the Subsequent Films shall be in the manner as determined by the PRODUCER and as more clearly specified in the Long Form Agreements to be executed by the Parties in connection with the Subsequent Films, PRODUCER, PERFORMERANNEXURE C In consideration of the Services agreed to be rendered by the PERFORMER for the Film under this Agreement, the PRODUCER shall pay the PERFORMER a remuneration at the rate of Rs. 4000)- (Rupees Four Thousand only) per day of shoot as per the Service Schedule, The Remuneration shall be payable to the Artiste upon receipt of proper and valid invoice from the PERFORMER in such tranches as the Parties may mutually agree. ‘The Remuneration agreed to be paid as above is subject to all applicable taxes 25 me be prescribed by law from time to time. ¥ proper and valid invoice from the PERFOMER ‘The Remuneration shall be paid subject to receipt o in the name of the PRODUCER and the amount shall be credited tothe following bank account: Name: Atchaya A AJC No: 6056021896 Bank: Indian Bank, Bhuvanagiri Branch IFSC Code: ID16000B060 In connection with the Subsequent Films, ‘a. Rs, 2,00,000/- (Rupees Two Lakhs only) rorefully described in the long form agreement to be executed between bb. Rs, 4,00,000/- (Rupees Four Lakhs only) towards the Third Film in such manner 2s morefully described in the long form agreement to be executed between the Parties; cc. Rs. 6,00,000/- (Rupees Six Lakhs only) towards the Fourth Film in such manner as morefully described in the long form agreement to be executed between the Parties. the PRODUCER shall pay the PERFOMER a sum of: )) towards the Second Film in such manner 2s the Parties; “The PERFORMER represents that it is not a GST Assessee and that GST is not applicable on the Remuneration paid to the PERFORMER by the PRODUCER. The PERFORMER agrees to provide ‘an undertaking to this extent as annexed to this Agreement as Annexure D and agrees to provide all such necessary documents as required by the PRODUCER to this effect. In the event the PERFORMER is required to travel for the purpose of rendering its Services in connection with the Film, the PRODUCER shall bear the expenses towards such travel, boarding ‘and lodging of the PERFORMER in accordance with its standard policy. Any Additional Services required on the part of PERFORMER for meeting censor requirements or the betterment of the Said Film shall be done by PERFORMER at no additional cost. PRODUCER PERFORMERANNEXURE D DECLARATION CUM UNDERTAKING FOR PERSONS UNREGISTERED UNDER GST Date: 2 May, 2024 1 Atchaya A do hereby declare that I am not liable to obtain registration as normal tax-payer in ‘accordance with section 22 or 24(i/(v)respectively of the Central Goods and Services Tax Act, 2017. Further I also declare that whenever I become lable to get registered under GST, I would obtain registration and inform you accordingly and thereafter issue all the invoices as per relevant provisions of the GST law. Name: Atchaya A —— “shall y the y the