Draft Engagement Letter 20.06.

2022
Prepared by Times Music For discussion purpose only

ENGAGEMENT LETTER

This Engagement Letter (the “Letter”) is made on this [●] day of June, 2022 (“Effective Date”) by and between Rajan
Batra, an Indian inhabitant, residing at [●] and bearing PAN [●] (“Service Provider”) and Shark and Ink, a company
having its registered office at [●], having its registered office at [●], bearing PAN [●] and GSTIN [●] (“Agency”) and
Bennett, Coleman & Co. Ltd. through its division Times Music, a company duly incorporated under the provisions of
the Companies Act, 1956 having corporate identity number U22120MH1913PLC000391 GSTIN 27AAACB4373Q1Z8
and PAN Number AAACB4373Q and having its corporate office at The Times of India Building, 7- Bahadurshah Zafar
Marg, New Delhi – 110002 and its registered office at The Times of India Building, 4 th Floor, D.N. Road, Mumbai
400001 (“Owner”). The Service Provider, Agency and the Owner are individually referred to as “Party” and collectively
as “Parties”.

NOW, THEREFORE, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. The Owner has commissioned and engaged the Service Provider to create 3 (three) original Sound Recordings
including their respective Musical Works and Literary Works (collectively, the ‘Works’) and its corresponding 3
(three) music videos, to be composed, written and performed by the Service Provider (hereinafter referred to as
the “Tracks”).

2. The Service Provider shall exclusively, unconditionally and irrevocably transfer and assign all intellectual property
rights in the Tracks, including but not limited to copyright as under Section 14 of the Copyright Act, 1957 and all
the related rights, in favour of the Owner, for the entire universe (“Territory”) and in perpetuity (“Term”) for
exploitation and usage via any and all modes, mediums and formats whether currently in existence or invented in
the future or which either party anticipates may be developed/invented in the future.

3. The Owner shall be entitled to the entire copyright including all performing rights, performer’s, neighboring and
mechanical rights in the Tracks for exploitation, in any way, wholly or partially, for commercial or non-commercial
purpose, on standalone basis and/or in combination with other works, through any medium, mode or format
presently known and/or in commercial use and/or invented in future, in perpetuity. The Owner shall be entitled to
shoot and record ‘behind-the- scenes’ or ‘making-of’ footage to document the process of production of the
Tracks. The Owner shall further also be entitled, inter alia, to publish, make copies, communicate to public, re-
produce, adapt, modify, edit, alter, dub, subtitle, translate, remix, re-create, make mashups, derivative works,
remaster, recreate, reinterpret, reuse, synchronise or do any other act or exercise any other rights in respect of
the Tracks and/or any elements thereof. The Service Provider, Agency and/or any other person(s) claiming
through the Service Provider and/or the Agency shall have no rights, claim or lien on the same, nor shall they
raise any objection(s) thereto.

4. The Service Provider acknowledges that the Tracks are being created at the instance of the Owner for valuable
consideration on a work for hire/ commissioned work basis. Thus, the Tracks and all rights to enforce copyright
therein shall be owned for the Term throughout the Territory, solely by the Owner. The Owner shall be deemed to
be the first and exclusive owner of the Tracks for all purposes. The Owner shall be exclusively entitled to collect
and receive all royalties attributable to the master Sound Recording as well as Works embodied in the Tracks
and the Service Provider shall make no adverse claims thereto. Provided however, the Service Provider, as the
lyricist and music composer shall be entitled to collect their share of publishing royalties from the applicable
copyright societies/collecting societies, without any recourse to the Owner.

5. The Service Provider hereby irrevocably and fully transfers and assigns to the Owner, all rights, titles and
interests in and to any copyright-able material (tangible and/or intangible), merchandising rights, records of any
kind, graphical notes along with images/videos of the production of the Tracks and/or of the authors and
performers, arising directly and/or indirectly out of or directly related to the Tracks and any and all intellectual
property rights relating thereto (collectively, “Products”). The Owner shall have perpetual, sole and exclusive
ownership rights in and to the Products and will be free to use and exploit the same in any manner, via any
mode, medium or format whether presently in existence or developed in the future, whether for a commercial
and/or non-commercial purpose, without any objection and/or hindrance from the Service Provider and the
Agency.

6. The Service Provider will procure the necessary licenses, authorizations, NOCs, consents etc. in writing of all
performing artistes, musicians, and all other persons associated with the making of the Tracks for all rights
including the entire copyright and for using their photographs, names and likenesses. Service Provider hereby
undertakes to do such acts and execute such documents in the manner and format as may be required by Owner
in order to secure, protect, perfect or enforce any of the rights granted or confirmed to Owner pursuant to this
Letter. The Service Provider hereby irrevocably assigns his Performer’s Rights in the Performance under Section
38A (1) and Section 38A(2) of the Copyright Act, 1957 to the Owner and confirms that this assignment is not
anyway in contravention of Section 19 (8) read with Section 39A of the Copyright Act, 1957. For clarity, the
Service Provider shall be entitled to collect her share of Performer’s Royalty, as and when applicable from the
relevant registered copyright society, without any recourse to the Owner.

7. The Service Provider agrees, represents and warrants that he shall not release any new songs(s), either by
himself or through any third party including the Agency, whether commercially or otherwise on any platforms
whatsoever until the Tracks and its music video are released commercially by the Owner or until 30 (thirty) day
post the release of the Tracks.

All capitalised terms in this Letter shall have the meaning(s) ascribed to them under the Copyright Act, 1957, unless other specified.
Draft Engagement Letter 20.06.2022
Prepared by Times Music For discussion purpose only

8. The Service Provider represents and warrants that the Works embodied in the Tracks as well as the Sound
Recording and music video thereof are wholly original and nothing therein has infringed or infringes the
intellectual property right of any third party, nor do any of the Tracks contain any defamatory, obscene or
scandalous matter or any other matter capable of hurting the religious or other feelings of any person. The
assignment of the Works in not in contravention of Section 19(8) of the Copyright Act, 1957.

9. All obligations specified herein, and all other representations and warranties shall form the essence of the
present Letter upon breach of which the Service Provider and Agency shall be solely and exclusively liable.

10. The Parties agree that the Agency is a part of this Letter as the Service Provider’s invoicing partner. Further, the
Agency will be solely responsible to make the payment of the Consideration to the Service Provider in accordance with
the Service Provider and Agency’s arrangement. The Service Provider shall not hold the Owner responsible/liable for
any non-payment now or in the future. In addition, the Agency is responsible for ensuring that the Service Provider
follows the provisions of this Letter.

11. The Service Provider and Agency will ensure that the resulting Tracks will be of a quality which is at least equal to an
industry standard normally produced for commercial distribution. Each Track made will be subject to the Owner’s
approval as commercially and technically satisfactory for the manufacture and sale according to reasonable and
accepted industry standards. The Owner agrees to re-record a recording where necessary until the Track meets an
acceptable standard of quality, at the sole discretion of the Owner. The Service Provider will not have completed its
obligations under this Letter until the Owner has acknowledged in writing (emails permitted) that a Track has met the
standards.

12. The Service Provider shall deliver the following material in relation to the Tracks on or before [●] June 2022;

I. Material Deliverables:
a. CD Master (Mixed) containing the Tracks perfectly edited along with studio backups and studio session masters;
b. Studio Master 16 Bit/44 kHz in both Stereo and 5.1 Surround in .wav format.
c. CD Masters containing International Tracks/Music Tracks and Stem Files and Minus One Tracks of the Tracks.
d. Complete lyrics (Literary Works) in Hindi and its English translation
e. The Service Provider shall provide complete metadata for all the works included in the Tracks in a format
prescribed by the Owner. The Service Provider shall obtain the ISRC, ISWC and any other industry specific
codes for each of the works in the Tracks as applicable and in the event that the Service Provider is unable
or fails to do so, the Owner shall have the unrestricted right to obtain/generate such codes as required.
f. Publicity stills as maybe required by the Owner.
g. Scanned Copy of the PAN Card of the Service Provider.
h. Interview of the Service Provider and other artists if required by the Owner
i. The music video should have below specifications adhere to:
 1920*1080 Dimension;
 Codec: Apple ProRess 422 HQ: 8/10-bit uncompressed video: AVID DNxHD;
 Scan Type: Progressive;
 Color Profile: HD (1-1-1)
 Audio: PCM format, 48kHz, 16-bit Stereo
 The music video should not contain any text or watermarks

II. Social Media Deliverables:

a. Video bytes for the Owner’s social media accounts, in the manner and form communicated by the Owner;
b. Video bytes for the promotion of the Tracks on various internet platforms, in the manner and form
communicated by the Owner;
c. Clips of the Singer’s performance of the Tracks not exceeding 15 (fifteen) seconds;
d. One YouTube/Instagram Live;
e. Sharing of ‘OUT NOW’ posts by providing streaming platform links and tagging the respective streaming platform
through their personal social media accounts (including through Instagram “Story” feature) in accordance with the
script provided by Times Music which may be reposted/ re-shared by Times Music;
f. Posting and promoting at least 3 videos each from MOJ profiles on social handles with watermarks of the
respective apps;
g. Creation of accounts on the Starmaker and Smule platforms to sing the Tracks;
h. Creation of account on MOJ and Sharechat;
i. 3 (three) hi-res photographs of the Singer(s) and/or other performers;
j. The Service Provider shall ensure his availability for promotional events, as may be required by the Owner;
k. Engagement in such other promotional activities as may be requested and intimated in advance by the
Owner.

13. CONSIDERATION:
a. Unless otherwise agreed upon by the Parties, on due compliance of Clause 12 hereinabove and in consideration
of the production of all intellectual property rights in the Tracks (audio and video), the Owner shall pay the
Agency an amount of INR 26,00,000/- (Rupees Twenty-Six Lakhs only) plus applicable taxes and subject to
applicable withholding taxes (“Consideration”) which shall be apportioned as follows:
i. INR 7,80,000/- (Rupees Seven Lakhs and Eighty Thousand only) plus applicable taxes and subject to
withholding taxes upon the execution of this Letter;
ii. INR 18,20,000/- (Rupees Eighteen Lakhs and Twenty Thousand only) plus applicable taxes and subject to

All capitalised terms in this Letter shall have the meaning(s) ascribed to them under the Copyright Act, 1957, unless other specified.
Draft Engagement Letter 20.06.2022
Prepared by Times Music For discussion purpose only

withholding taxes upon the complete and satisfactory delivery of the Tracks in compliance with Clauses 11
and 12 hereto
b. Save and except the Consideration, the Owner shall be under no liability whatsoever at any time now or at any
time in future to make any payment to the Agency and the Service Provider, any of the artistes, musicians,
lyricists, music directors/ composers, studio, arrangers or any other person associated with rendering
performances and making of the Tracks or to any other party under any circumstances whatsoever. Such liability
will be sole responsibility of the Agency and/or Service Provider, as the case may be.

c. The Service Provider and Agency undertakes to indemnify and at all times keep the Owner fully indemnified
against all actions, proceedings, direct claims, costs, direct losses and damages whatsoever made against or
incurred by the Owner in consequence of any breach or non-performance by the Service Provider and keep the
Owner fully indemnified from and against all actions, proceedings, claims, costs, losses and damages which the
Owner may incur by making, promoting, publishing or selling the Tracks or by doing any other act, the right to do
which the Service Provider has hereby assigned to the Owner.
d. Notwithstanding anything to the contrary in this Letter, the Consideration to be paid shall be subject to the
following GST provisions:

i. The Consideration payable by the Owner under this Letter shall be exclusive of GST (unless the Agency
has opted for the composition scheme in which case the fees or charges will be inclusive of GST). For the
purposes of this Letter, GST shall include the Central Goods and Services Tax (‘CGST’), the State Goods
and Services Tax (‘SGST’) / Union Territories Goods and Service Tax (‘UTGST’) and/or the Integrated
Goods and Services Tax (‘IGST’) as may be applicable.
ii. All invoices, credit notes and debit notes issued by the Agency must set out the various taxes that are
charged including but not limited to the GST. All invoices, debit notes and credit notes must be issued in
accordance with the Applicable Laws and should be sent to the Owner within 7(seven) Business Days of its
issue. If any invoice or debit note does not set out the taxes that are payable with respect to such invoice or
debit note, then the Owner will not be required to pay any such taxes and such taxes will be borne by the
Agency;
iii. If any tax proceedings are initiated against either Party, in relation to the transaction contemplated under
the Letter, the other Party shall fully co-operate by furnishing all information as available on timely basis as
may be required by such Party, including but not limited to confirmation of booking/accrual of expense;
iv. In event of there being any change in the GST rules, acts, regulations on, the Parties shall discuss such
revised/changed provisions and execute an addendum/amendment (as the case maybe), to address and
make effective such revision/change in the GST rules and regulations.
v. All the payments are subject to tax deducted at source under the provisions of the Income Tax Act, 1961.
e. Each Party is responsible for and will pay all taxes it is legally obligated to pay which are incurred or arise in
connection with or related to the transactions contemplated under this Agreement. Both Parties undertake to
indemnify and to hold the other Party harmless against any loss, expense and increase in costs incurred by
other Party as a consequence of default on the part of the Party in discharging its obligations for payment of any
taxes, customs duties, levies and other charges for which it is responsible under this Agreement and in law.

14. TERMINATION:
a. The Owner can terminate this Letter in the event of breach by the Service Provider of the following provisions:
i. The Owner receives a claim of copyright infringement in relation to a Tracks or any part thereof and such
claim is not withdrawn within 30 (thirty) days of the receipt of a written notice (emails permitted) from the
Owner to the Service Provider; or
ii. The Service Provider breaches any other provision of this Letter and such breach is not rectified within a
period of 15 (fifteen) days from the receipt of a written notice (emails permitted) from the Owner regarding
such breach.
b. In the event of termination of this Letter by the Owner, the Owner shall not be obligated to pay the Consideration
or any part thereof in relation to the impugned Tracks(s) or shall be entitled a complete refund of the
Consideration with an 18% p.a. interest, paid till the date of the breach within 7 (seven) business days, as the
case may be.

15. The rights and obligations of the Parties hereunder and terms and conditions of this Letter shall be construed
according to the laws of India. Any dispute or difference arising out of or in connection with the Letter shall, to the
extent possible, be settled amicably between the Parties within 30 (thirty) days, failing which either Party shall be
free to approach the relevant courts at Mumbai.

16. In the event of any change in the law owing to any government notification, judicial order or judgement, and/or
statutory amendment or any policy changes beyond the control of the Parties herein, which would affect the
intent of this Letter, so as to make exploitation of the Tracks through certain modes and mediums impossible or
leads to any depreciation in the ability of the Owner to generate revenues from exploitation of the Tracks, the
terms of this Letter shall stand renewed at the Owner’s discretion.

17. Neither Party shall be liable to the other for any failure to perform as required by this Letter, to the extent such
failure to perform is caused by any of the following: civil disorders, acts of aggression, acts of god, floods,
earthquakes, riots, embargoes, war or any similar cause beyond the control of, or occurring without the fault of
the party whose performance is excused under this clause (the “Excused Party”) and which could not have
been avoided by the exercise of due care. The Excused Party shall give notice to the other party detailing the
force majeure event. As soon as possible after cessation of the force majeure event upon which the Excused
Party is relying, the Excused Party shall once again be obligated to perform in accordance with the terms and

All capitalised terms in this Letter shall have the meaning(s) ascribed to them under the Copyright Act, 1957, unless other specified.
Draft Engagement Letter 20.06.2022
Prepared by Times Music For discussion purpose only

conditions of this Letter.

18. This Letter is binding upon the successors and assigns of the Parties.

IN WITNESS WHEREOF the Parties hereto have set and subscribed their hand and seal on the day, month and year first
above mentioned.

For and on behalf of By

BCCL/ Times Music (Owner) Service Provider

[●] Rajan Batra

[●]

For and on behalf of

Shark and Ink (Agency)

Arjun Shah

-END ENGAGEMENT LETTER-

All capitalised terms in this Letter shall have the meaning(s) ascribed to them under the Copyright Act, 1957, unless other specified.