MINIMUM

 BASIC  CONTRACT  -­‐  LYRICIST  

AGREEMENT

THIS LYRICISTS AGREEMENT (the "AGREEMENT") is made at

__________(CITY) this ______ day of ___________, in the year _______

BY AND BETWEEN

____________________________________________,
a company incorporated under the provisions of the Companies Act, 1956, having its
registered office at
_______________________________________________________
_____________________________________________________________________
_
(hereinafter referred to as the "Producer" which expression shall, unless inconsistent
with the context or meaning thereof be deemed to mean and include its subsidiaries,
nominees, successors and assigns) of the ONE PART;

AND

____________________________________________,
an individual, residing at ________________________________________________
_____________________________________________________________________
with registered PAN: _________________,
(hereinafter referred to as "Lyricist", which expression shall unless repugnant to the
context or meaning thereof be deemed to mean and include his/her heirs, executors.
administrators and permitted assigns) of the SECOND PART;

The Producer and the Lyricist shall hereinafter be referred to individually as ‘Party’
and collectively as the ‘Parties'.

WHEREAS

A. The Producer is engaged, inter alia, in the business of production of

cinematograph films and/or television programs and is in the process of
producing a cinematograph film tentatively titled
____________________________,
starring ________________ and directed by _________________ (“Film”).

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B. The Lyricist is well known and well established in the Indian film and music
industry and writes under the name “___________________”.

C. The Lyricist has agreed to assign to the Producer the Lyricist’s literary work set
out hereunder for the consideration and on the terms and conditions set out
hereinafter.

NOW, THEREFORE, IT IS HEREBY AGREED BY AND BETWEEN THE

PARTIES HERETO AS UNDER:

l. DEFINITIONS & INTERPRETATIONS

1.1   DEFINITIONS

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, including any and all
schedules, annexures and exhibits attached to it or incorporated
in it by reference, and shall include any amendments,
modifications, and/or addendums made to this Agreement by
the Parties, which is evidenced in writing.

1.1.2 “Consideration” shall have the meaning as assigned to it in

Clause 3 herein below.

1.1.3 “Film” means the film to be produced by the Producer

mentioned in Recital A.

1.1.4 “Force Majeure” shall mean acts of God including fire,

earthquake, flood, tsunami, epidemic, strike, lock out, labour
controversy, riots, civil disturbance, war, civil commotion, or
any other natural calamities or acts which cannot be predicted
by men of ordinary prudence and which are beyond the control
of any Party.

1.1.5 “Letter of Engagement” shall mean and refer to the letter dated
_____________ executed between the Parties with respect to
the Film.

1.1.6 “Modes, Media and Formats” of exploitation of the Works shall

mean all the modes, media and formats as mentioned under
Annexure II.

1.1.7 “Music Composer(s)” shall mean the person(s) who composes

the music/Musical Works to be incorporated along with the
Works in the Film.

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1.1.8 “Performer(s)” shall mean the lead/main singer who

performs/sings the Works, with or without the accompaniment
of Musical Works, to be incorporated in the Master/Sound
Recordings that will be part of the Film.

1.1.9 “Right to Royalty” shall mean the right of the Lyricist to receive
any and every money(ies) from the utilization of the exclusive
rights in the Works as enshrined in Section 14(a) of the
Copyright Act, 1957 as amended from time to time including as
amended by the Copyright (Amendment) Act, 2012 in any and
all Modes, Media and Formats and by the New Exploitation
Methods and shall become payable to the Lyricist from the
revenue generated solely from such exploitation and/or
utilisation of such Works by the end-user except for the revenue
generated from the communication/exhibition to the public of
such Works along with the Film in cinema halls. Such royalties
shall be shared on an equal basis between the Lyricist and the
Producer/assignee of copyright in the Works. Such royalty shall
be separate and distinct from royalties arising out of the
utilisation of the exclusive rights in the Film and Master/Sound
Recordings as enshrined in Section 14(d) and (e) of the
Copyright Act, 1957 as amended from time to time including as
amended by the Copyright (Amendment) Act, 2012.

1.1.10 “Term” shall have the meaning assigned to it in Clause 9.l

herein below.
1.1.11 “Territory” shall mean the entire universe, unless expressly
specified otherwise.

1.1.12 “Work/s" shall mean the Literary Works, (the titles of which
are specified in Annexure I) written by the Lyricist and agreed
to be assigned to the Producer hereunder and as incorporated in
the Master/Sound Recordings to be comprised as part of the
Film. For clarity, the Master/Sound Recordings incorporating
the Works shall be treated as distinct and separate from the
Works. The term “Works” shall be limited only to those
Literary Works as finally approved by the Producer and
delivered to the Producer, to be vocally performed by the
Performer, either with or without the accompaniment of
Musical Works, for incorporation in the Master/Sound
Recordings that will be synchronised with the Visual Recording
of the Film.

1.1   INTERPRETATIONS
1.2.1 For the purpose of this Agreement “Adaptation”,
“Cinematograph Film”, “Copyright Society”, “Dramatic
Work”, “Literary Work”, “Musical Work”, “Plate”,
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“Performance”, “Sound Recording”, and “Visual Recording”,

shall have the meaning assigned to them by the provisions of
Copyright Act, 1957 for the time being in force and as amended
from time to time including as amended by the Copyright
(Amendment) Act, 2012.
1.2.2 Any reference in this Agreement to any statute or statutory
provision, order or regulation shall be construed as including a
reference to that statute or statutory provision, order or
regulation as from time to time may be amended, modified,
extended or re-enacted (whether before or after the date of this
Agreement) and to all statutory instruments, orders, regulations
and directives modifying or extending the same.
1.2.3 References to Recitals, Articles, Clauses, Annexures or
Schedules unless the context otherwise requires, shall mean
references to recitals, articles, clauses, annexures or schedules
contained in this Agreement.
1.2.4 Unless the context otherwise requires, words denoting the
singular shall include the plural and vice-versa and words
denoting any one gender shall include all genders and words
denoting persons shall include bodies, corporates, companies,
unincorporated associations and partnerships.
1.2.5 The terms "include" and “including” shall mean “include
without limitation". The headings/subheadings/ titles/ subtitles
to articles, clauses, sub-clauses and paragraphs are for
information only, and shall not form part of the operative
provisions of this Agreement or the annexures, and shall be
ignored in construing the same.

2. ENGAGEMENT AND LYRICIST’S OBLIGATIONS

Clause 2.1 has options as below. Kindly use one of the two options as decided in the Letter Of Engagement.

2.1 (a) The Parties agree that the engagement of the Lyricist under this
Agreement is on an exclusive basis for the Film, i.e., one Lyricist
for the entire Film. Accordingly, the Lyricist will be the sole
Lyricist for all the _____ ( ) Works comprised in the Film and
shall create all the Works therefor. No other lyricist shall be
engaged to write any lyrics for inclusion in the Film nor shall any
other lyricist’s lyrics be included in the Film, including for or as
part of any promotional songs created for the purpose of
promoting the Film, after the execution of the Agreement/Letter of
Engagement whichever is earlier, without the prior written
permission of the Lyricist.

(b) If the Producer wishes to engage another lyricist after the

execution of the Agreement/Letter of Engagement, the Producer
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shall procure the duly stamped written permission of the Lyricist,

after complying with the provisions as agreed to in this
Agreement, and the Producer shall provide a copy of such a
written permission to such other lyricist(s). The said written
permission shall be stamped by the Film Writers’ Association
(“FWA”).

OR

2.1 The Producer has declared in the Letter of Engagement that he/she/it
wishes to engage more than one lyricist(s) for the Film, and the Lyricist
has agreed to assign the Works for the Film along with multiple lyricists.
Accordingly, the Lyricist expressly states that he/she has no objection to
the engagement of such lyricists or to the inclusion of the Literary Works
created by such lyricists in the Film.
2.2 The Lyricist shall create and deliver the Works to the Producer in
accordance with the terms and conditions set out in this Agreement.

2.3 The Lyricist shall collaborate with the Producer and/or the Music
Composer(s) of the Film to understand the relevant details such as
scenes, moods and situations, based on which the Works are to be
created. On being informed of the relevant details, the Lyricist shall write
original lyrics/Literary Works, as detailed in Annexure I herein and
deliver the same to the Producer, in accordance with the time lines to be
mutually decided between the Parties. The Producer shall provide the
Lyricist with a written approval or rejection (including via electronic
mail) of the original lyrics/Literary Works so written hereunder by the
Lyricist. When approved by the Producer, such original lyrics/Literary
Works shall become the Works and shall be incorporated into the
Master/Sound Recordings, either with or without the accompaniment of
music/Musical Works, to be synchronised with the Visual Recordings of
the Film.

2.4 Parties agree that if the Lyricist is required by the Producer to create any
works in addition to the Works (in addition to the titles listed in
Annexure I) then the Producer shall pay the Lyricist additional
consideration for the same as may be mutually agreed between the
Parties and the same shall be included as part of Annexure I thereafter.

2.5 If the Producer requires the Lyricist to write new lyrics/Literary Works
or modify/edit any existing lyrics/Literary Work for a remix / new
version of an existing song the lyrics for which were written by another
lyricist, the Producer shall obtain and provide to the Lyricist, a no-
objection certificate issued for the same (i) by the lyricist of such existing
lyrics/Literary Works and (ii) by the owner of copyright in such existing
lyrics/Literary Works. The no-objection certificate from the lyricist of
such existing lyrics/Literary Works shall be valid only if it is duly
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stamped by the FWA. The Lyricist shall add new words/lyrics or

modify/edit the existing lyrics/Literary Works, to create a remix / new
version, only on receipt of such no-objection certificates. Further, the
Producer shall indemnify and hold harmless the Lyricist from and against
any and all third party claims or actions against the Lyricist, with respect
to the creation of the Literary Works included in such remix / new
version of the existing song by the Lyricist.

2.6 It is clarified and agreed that the Musical Work in which the Works are
to be included shall be provided by the Producer to the Lyricist. The
Producer and the Lyricist shall mutually agree on the Music Composer
and the Producer shall then directly engage and contract with the Music
Composer. The Lyricist shall not be responsible for obtaining or
providing any document and/or assignment of any/or all Rights with
respect to the Musical Work of the Music Composer either by himself or
from the Music Composer in favour of the Producer.

2.7 The Lyricist shall be obliged to make himself available for promotion
and publicity of the Film in the manner stated herein, as may be mutually
agreed between the Parties.

2.8 The Lyricist agrees to:

(i)   advise the Producer generally on all matters relating to the Works;
(ii)   attend briefing sessions organized by the Producer to understand
the various situation(s)/scene(s) in which the Works and the
Musical Works are required for the Film including the timing,
length, placement, situations and the type of songs to be used in the
Film;
(iii)   make such changes to the Works either in full or in part as mutually
decided by the Parties from time to time up to the delivery of the
Works to the Producer; and
(iv)   in the event the Central Board of Films Certification ('CBFC’) asks
for any modifications in the version of the Work in the Film as
submitted, then the Lyricist shall modify the Work as per the
requirement of the CBFC.

2.9 It is clarified and agreed that the Producer shall directly arrange for,
contract with and engage each Main/Lead Singer/Performer. The
Producer and the Lyricist shall mutually agree on the Performer whose
Performance will be included along with the Works and the Musical
Works as part of the Master/Sound Recordings. The Lyricist shall not be
responsible for obtaining or providing any document and/or assignment
of any/or all rights with respect to the Performance of the Main/Lead
Singer/Performer either by himself or from the Performer in favour of the
Producer.
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2.10 The Lyricist shall co-ordinate with the Producer and the Music
Composer(s) to ensure that the lyric(s) of the songs of the Film are of
excellent quality and to supervise the dubbing of the Works with the
Musical Works.

2.11 The Lyricist shall make full and fair disclosure to the Producer of his
availability for the performance of his obligations and delivery of the
Works under this Agreement.

2.12 The Music Composer (s) of the Musical Work and the “Lead
Singers/Performers” shall be mutually agreed to between the Producer
and the Lyricist and shall then be engaged and contracted by the
Producer directly.

2.13 The Lyricist hereby agrees that the Consideration payable is due and
adequate for the assignment of the Works as well as performance of all
his/her obligations under this Agreement.

2.14 The Lyricist shall not release the Works in any form or format to anyone
without the prior written approval of the Producer.

2.15 The Lyricist agrees to make himself/herself available, on dates mutually

agreed to between the Lyricist and the Producer for the publicity and
promotion of the Film, for photo shoots, video- shoots, and promotional
appearances for the Film, for music launches, press conferences, teasers,
media interviews and premieres of the Film, internet advertising and
promotion on social media, and radio advertising as well as appearances
in relation to the music of the Film.

2.16 Any publicity, advertisement, press releases, interviews or other

information with respect to the music, Works and the Film shall be under
the sole control of the Producer and the Lyricist shall not have the right
to issue any press release, interviews or other information with respect to
the music, Works and the Film. However, the Lyricist is free to mention
or refer to his/her involvement and association with the Film in any
publicity, advertisement, press releases, interviews or other information
with respect to the music, the Works and the Film.

2.17 If the Producer requires the Lyricist to travel outside the Lyricist’s city of
residence in the performance of the Lyricist’s obligations hereunder, then
the Producer shall bear, pay and be responsible for making all the
arrangements, including travel, lodging and boarding arrangements, at
the Producer’s own cost and expense.

2.3 The Lyricist acknowledges and confirms that time is of the essence in the
delivery of the Works and performance of his/her obligations under this
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Agreement and shall perform his/her obligations in a timely and

professional manner and in accordance with the delivery dates which
shall be based on mutually agreeable dates and time.

2.4 The Lyricist expressly acknowledges and agrees that this Agreement
shall not in any way constitute or be deemed to constitute an obligation
or an undertaking by the Producer to use, release, distribute, broadcast,
authorise the release or broadcast, organize/produce the said Film and/or
include the Works, or any part thereof in the said Film or to exploit the
same in any way.

3. CONSIDERATION

3.1 Subject to the full, timely and complete performance of the Lyricist’s
obligations, warranties and undertakings set forth in this Agreement and
the provisions of clause 3.2 below, the Lyricist shall be paid
consideration (the "Consideration") of Rs. _______________/- (Rupees
______________________________________________________
which shall be payable as follows:
i.   A sum of Rs. ______________ /- (Rupees
______________________ shall be paid on
___________________;

ii. A sum of Rs. _____________ /- (Rupees

_______________________ shall be paid on
___________________:

iii. A sum of Rs. _____________ /- (Rupees

_______________________ payable on the date of delivery of the
Works.

It is also hereby expressly agreed between the parties that the full and
final payment of each lyrical work (Lyrics) shall be made by the
producer to the lyricist on or before the first voice recording session of
the said works.

3.2 The amount of Consideration paid to the Lyricist shall be subject to

deduction of applicable tax at source under the Income Tax Act, 1961.

However, service tax applicable if any, shall be paid by the Producer.

It is clarified that if any additional/new taxes, duties or levies are

imposed/levied by the Government which arise by virtue of this
Agreement and which the Producer is liable to bear, the Producer shall
be responsible for bearing all such taxes, duties or levies and shall not
pass on the burden of any such taxation to the Lyricist.

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3.3 Any Stamp Duty applicable to this Agreement shall be borne by the
Producer.

3.4 The Producer acknowledges that the Lyricist shall be entitled to his/her
Right to Royalty in relation to the utilisation of the Works written by the
Lyricist pursuant to this Agreement. The Parties hereby agree that the
royalties shall be collected by the copyright societies of which the Parties
are members and the Producer shall in no manner be liable/ responsible
to collect and pay the Lyricist any royalties pursuant to this Clause. The
Lyricist acknowledges and confirms the right of the Producer or its
assigns to collect the Producer’s equal share of royalty from the
Copyright Society pursuant to utilisation of the Works.

The Producer confirms and further clarifies that this Agreement shall not
affect Lyricist’s Right to Royalty and consideration from the utilization
of the Works in all and every manner. The Royalties shall be collected
through the duly registered Copyright Society(ies), and shall be payable
at the rates determined and fixed by the Copyright Society(ies) or
Copyright Board or such other bodies/institutions as may be applicable,
for the utilization of the Works including the utilization of the Works in
relation to past/present and Future Mediums/Modes pursuant to the Act.

3.5 The Parties further clarify, agree and confirm that, the Producer shall
exploit/utilise the Works and issue licenses for the Works in accordance
with the provisions of the Copyright Act, 1957 as amended from time to
time including the amendments made by the Copyright (Amendment)
Act, 2012.

If the Producer and/or any other party authorised by the Producer,

exploits/utilises the Works and issues licenses for the Works individually
by himself/itself or through his/its agents/licensees etc. in and out of
India, the Lyricist shall be entitled to Lyricist’s Royalties and
Mechanical Royalties as detailed and in accordance with and as more
specifically mentioned in Annexure IV & V of this Agreement.

3.6 The Lyricist agrees that except as provided in this Agreement, the
Producer shall not be obliged to pay any additional costs in relation to
the creation of the Works over and above the Consideration.

Provided, however, that the following costs shall not be included in the
Consideration:

(a)   in the case of the Music Composer(s) (which the Producer shall
directly engage for composing Musical Works in connection with
the Works) the costs of the services of such Music Composer(s);
and

(b)   in the case of the lead/main Singer (which the Producer shall
directly engage for singing/performing the Works) the costs for
the services of such Singer(s).
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3.7 The Lyricist hereby acknowledges and confirms the adequacy of the
Consideration as full and final consideration towards the performance of
all obligations required under this Agreement, for assignment of
copyright in the Works and for utilization of his/her name, photograph,
likeness or signature in accordance with this Agreement. For the sake of
clarity, it is expressly stated that this clause does not, in any manner,
relate to, or affect, the Lyricist’s Right to Royalty.

4. OWNERSHIP OF RIGHTS

4.1 The Producer acknowledges that the Lyricist is the Author and the First
Owner of the Works incorporated in the Masters/Sound Recordings with
or without the Musical Works. The Lyricist acknowledges that the
Producer is the assignee of the Works and to that extent the Producer is
entitled to exploit the Works, in accordance with this Agreement and the
provisions of the Copyright Act as amended from time to time including
the amendments made by the Copyright (Amendment) Act, 2012.

The Parties acknowledge that the Lyricist is a member of IPRS & PRS,
UK (and /or of other such authorized royalty collection societies) and has
authorised these societies to collect his/her royalties from the
exploitation of the Works created under this Agreement.

4.2 In lieu of the Consideration, to be paid in a timely manner, and subject to

compliance with the other provisions of this Agreement, the Lyricist
hereby irrevocably assigns to the Producer all rights, title and interest
including copyrights in the Works written, under and pursuant to this
Agreement, for the term of copyright therein and for the Territory, for
incorporation in the Master/Sound Recordings, either with or without the
accompaniment of music/Musical Works, to be synchronised with the
Visual Recordings of the Film. The Lyricist agrees and acknowledges
that with the exception of royalties payable in accordance with the
provisions of the Copyright Act, 1957, as amended from time to time
including as amended by the Copyright (Amendment) Act, 2012, the
payments made by the Producer under this Agreement are the full and
final payments for his obligations and grant of rights hereunder.

4.3 The assignment of copyright as per Clause 4.2 above is subject to Clause
3 of this Agreement. Accordingly, if the Consideration as provided in
Clause 3 above is not paid to the Lyricist, all copyright in the Works
shall revert to the Lyricist with immediate effect. The Parties hereby
clarify that the assignment as per Clause 4.2 above is of copyright only
and not of the Right to Royalty. The Lyricist shall receive royalties and
consideration on an equal basis from the utilization of his Works in all
Modes, Media and Formats mentioned in Annexure II.

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4.4 The Lyricist agrees to make all the necessary declarations confirming the
aforesaid. Such assignment shall operate for all the Modes, Media and
Formats of exploitation as specified in Annexure II to this Agreement, in
respect of the Works and the Lyricist hereby expressly acknowledges the
sufficiency of the Consideration towards the assignment of the rights for
exploitation of the Works on all Modes, Media and Formats now known
or in commercial usage as listed in Annexure II.
4.5 It is agreed by the Parties that Section 19 (4) of the Copyright Act, 1957,
as amended from time to time including as amended by the Copyright
(Amendment) Act, 2012, would not apply between the Lyricist and the
Producer for a period of 30 (thirty) months from date of delivery of the
Works.
It is further agreed between the Lyricist and the Producer that upon the
expiry of the period of 30 (thirty) months from date of delivery of the
Works to the Producer, the Lyricist shall, upon failure of the Producer to
exercise the rights, partly or in full assigned to the Producer, serve a
written notice ('Notice') upon the Producer providing a 15 (fifteen) day
period to the Producer seeking a written confirmation from the
Producer to the Lyricist agreeing to exercise the assignment of the
Works to the Producer within a period of 6 (six) months from the date of
Notice received by the Producer. It is further agreed between the
Producer and Lyricist that failing such exercise of the assignment to the
Producer within a period of the said 6 (six) months, all the assigned
rights shall automatically revert to the Lyricist. It is clarified that the
Lyricist shall not be required to make any payment to the Producer for
such reversion of the assigned rights.

4.6 The Lyricist hereby acknowledges and undertakes that the assignment of
copyright in the Works as granted herein is not and will not be contrary
to the terms and conditions of the rights already assigned to a copyright
society in which the Lyricist is a member. The Lyricist shall, within 3
(three) months from the date of the Letter of Engagement or the
Agreement whichever is earlier, take appropriate steps to submit
letters/documents to the applicable copyright society for the intimation of
the assignment of the Works to the Producer (‘Rights Intimation
Letter’) as per the format prescribed in ‘Annexure III’. The Lyricist
shall provide the Producer with the office copy of the original letter
written to the relevant copyright society along with evidence of dispatch
to the copyright society. Subsequently, the Lyricist shall provide a copy
of the receipt / acknowledgement from the copyright society of the
Rights Intimation Letter to the Producer.
4.7 It is clarified that the right to collect the Lyricist's equal share of
royalties, from the utilization of the said Works, and distribute such
royalties to the Lyricist shall still vest with IPRS and PRS UK or any
other copyright society (whether in India or outside) registered for this

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purpose of which the Lyricist is a member and the letter annexed as

"Annexure III" shall not be construed in any other manner.

4.8 Subject to the provisions of the Copyright Act, 1957, as amended from
time to time including as amended by the Copyright (Amendment) Act,
2012, the Producer shall have the complete freedom and absolute power
and authority to use, exploit, in parts or as a whole, and to re-assign the
Works for commercial, non-commercial and other purposes, in all the
Modes, Media and Formats mentioned in Annexure II. The Lyricist shall
not have any right or claim of whatsoever nature for use and exploitation
of the Works in this manner against the Producer during the Term and
for the Territory except the Lyricist’s Right to Royalty and Consideration
or as specified in Clause 3.5 above.

4.9 Without limitation to the foregoing, both Parties are aware and hereby
acknowledge that new rights with respect to the Master/Sound
Recording, and/or the Works may come into being and/or be recognized
in the future, under the law and/or in equity (hereafter the "New
Exploitation Rights"). Both Parties are also aware and do hereby
acknowledge that new (and/or changed) (1) technology, (2) uses, (3)
media, (4) formats, (5) modes of transmission and (6) methods of
distribution, dissemination, exhibition or performance, are being and will
inevitably continue to be developed and invented in the future, which
would offer new opportunities for exploiting the Works (hereafter the
"New Exploitation Methods").

4.10 The Lyricist hereby licenses the copyright to the New Exploitation
Rights and/or in respect of the New Exploitation Methods to the
Producer on an exclusive, irrevocable, perpetual and universe-wide basis.
The Lyricist hereby undertakes not to assign or in any other manner
transfer the New Exploitation Rights and/or the rights in respect of the
New Exploitation Methods to any third party. It is however clarified that
the Lyricist shall always, in all circumstances, be entitled to his Moral
rights and the Right to Royalty and consideration from the utilization of
the Works through the New Exploitation Rights and/or New Exploitation
Methods as per Annexure IV & V.
4.11 Unless agreed to otherwise in this Agreement, the Lyricist hereby agrees
to the execution of documents by him as may be required by the
Producer in order to secure, protect, perfect or enforce any of the rights
granted hereunder to the Producer pursuant to this Agreement.
4.12 The Producer or its assigns may take such action as it deems necessary,
against any person or entity to protect the rights and interests acquired by
the Producer hereunder. The Lyricist shall, at the Producer’s or its
assigns’ cost and request, cooperate fully with the Producer in any
controversy which may arise, or litigation which may be brought
concerning the Producer's rights and interests acquired hereunder, and
the Lyricist shall have the right to participate therein with lawyers of the
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Lyricist’s choice, at the Lyricist’s sole cost and expense. The Producer or
its assigns shall have the right, in its absolute discretion :
(a)   to employ attorneys;
(b)   to institute or defend any action or proceeding;
(c)   to take any other proper steps to protect the right, title and interest
of the Producer in and to the Works and every portion thereof;
(d)   to settle, compromise or in any other manner dispose of any other
matter, claim, action or proceeding at the Producers cost; and
(e)   to satisfy any judgment that maybe rendered, in such manner as
the Producer in its sole discretion may determine.
Any legal action brought by the Producer or its assigns against any
alleged infringer of the Works shall be initiated and prosecuted by the
Producer.
4.13 The Lyricist hereby grants to the Producer the right to use the name of
the Lyricist in credits, advertising, publicity and any other exploitation or
promotional material in respect of the said Film.
4.14 The Parties agree that this Agreement and the ownership of copyrights
and all other rights shall be governed by and be in accordance with the
Copyright Act, 1957 as in force and as amended from time to time
including as amended by the Copyright (Amendment) Act, 2012.
4.15 Except as may be specifically provided herein, the Lyricist shall not have
any right, lien or claim over the Works. It is however clarified that if the
Consideration as per Clause 3 above is not paid in accordance with the
timelines specified therein and/or if the Producer is in breach of any of
his/her/its obligation under this Agreement, then all the rights granted
herein shall revert to the Lyricist.

5. REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties by the Producer
The Producer hereby represents and warrants that:
5.1.1 The execution and performance of this Agreement is within the
power of the Producer and has been duly authorized by the
Producer; and
5.1.2 The execution and performance of this Agreement does not
conflict with other agreements of the Producer; and
5.1.3 The Producer is not under any disability, restriction, or
prohibition, whether legal, contractual or otherwise, which shall
prevent the Producer from performing or adhering to any of its
obligations under this Agreement, and the Producer has not
entered into and shall not enter into any agreement that may
violate this Agreement; and

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5.1.4 No litigation, arbitration, or administrative proceedings are

threatened, or to the knowledge of the Producer, pending,
which calls into question the validity or performance of its
obligations under this Agreement; and
5.1.5 All authorizations, approvals, consents, licenses, exemptions,
filings, and other matters, official or otherwise, required or
advisable in connection with the entry into, performance,
validity, and enforceability of this Agreement and the
transactions contemplated hereby have or shall be obtained or
effected in a timely manner; and
5.1.6 the Producer shall ensure full compliance with applicable laws
and regulations.

5.2 Representations and Warranties by Lyricist

The Lyricist hereby represents and warrants to the Producer that:
5.2.1   The Lyricist represents that all the Works shall be original.
The Lyricist agrees to indemnify the Producer and hold the
Producer harmless from and against any third-party claims or
actions relating to infringement of copyright in the Works.

5.2.2 The Lyricist has the full right, power and authority to enter into
this Agreement and to grant all copyrights granted herein, that
he/she is not under, nor will be under, any disability, restriction
or prohibition with respect to his/her rights to fully perform in
accordance with the terms and conditions of this Agreement,
and that there shall be no liens, claims or other interests which
may interfere with, impair or be in derogation of the rights
granted herein;
5.2.3 The Lyricist is a self-employed person for tax purposes and he
will be solely responsible for all income taxes and all
assessments, taxes, contributions or sums payable with respect
to or as a result of the provision of his/her obligations
hereunder. The Lyricist will file all tax returns and reports with
respect to any of the foregoing. The Lyricist agrees that he is
not entitled to participate in or to receive any benefit from any
of the Producer’s welfare or benefit fund;
5.2.4 All Works that will be written by the Lyricist shall be original
and shall not be plagiarized or in any manner defamatory or
obscene, shall not hurt the religious sentiments of any
community, shall not infringe or violate any right including but
not limited to copyright, moral right or privacy right or right to
publicity or any other rights whatsoever, of any person, whether
living or dead;

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5.2.5 The Lyricist shall not commit any act that may prejudice, dilute
or impair the exercise of the rights of the Producer in respect of
the Works;
5.2.6 Unless specified in this Agreement, the execution and
performance of this Agreement does not conflict with any of
the agreements executed by the Lyricist with any third party
and is within his/her power and authority;
5.2.7 The Lyricist has not entered into and shall not enter into any
agreement or arrangement which will inhibit or restrict the
exercise by the Producer of its rights pursuant to this
Agreement;
5.2.8 The Lyricist is a member of the Indian Performing Rights
Society (IPRS), and Performing Rights Society (PRS), UK and
any other copyright society in the world and is, and shall at all
times, be entitled to his/her Right to Royalty;
5.2.9 The Lyricist shall not, at any time prior to the reversion of
rights in any Works, use and/or exploit the whole or any part of
such Works delivered to the Producer for incorporation in the
Film under this Agreement;
5.2.10 The Lyricist agrees and acknowledges that the Producer shall
not be liable to the Lyricist under any circumstances in respect
of any claim for loss of opportunity, if any, on account of the
restrictions contained herein;
5.2.11 The Lyricist shall at no point of time, for any third party, write
works which are identical to the Works being developed by the
Lyricist for the Producer for the Film;
5.2.12 The Lyricist shall not, in any interviews, use derogatory
language / remarks, directly or indirectly in respect of the Film,
against the Producer of the Film, the director, officers,
associates, artists and technicians in the Film; and
5.2.13 The Lyricist shall ensure full compliance with applicable laws
and regulations.

6. CONFIDENTIALITY
6.1 Each Party hereby undertakes not to disclose, reveal or make public any
information whatsoever concerning the production of the Film and the
Lyricist’s role and obligations hereunder, including any financial
information relating to the Film, the business of the Producer, the Works
and the consideration payable to the Lyricist under this Agreement
(collectively, the “Confidential Information”), except with the prior
written consent of the other Party. Each Party shall keep strictly secret
and confidential, the Confidential Information, including the script,
storyline, engagement of key personnel, star cast, budget, and other
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financial details, artistic content, characterization and treatment of the

Film, save and except for promotion of the Film as approved by the
Producer.
6.2 However, the above mentioned clauses relating to Confidential
Information shall not apply in the following cases:
i)   If the Confidential Information is in the public domain on the date
of receipt of such information by the Lyricist;
ii)   lf the Confidential Information was known or available to the
Lyricist on the date of its receipt from the Producer otherwise than
by way of its receipt from the Producer;

iii)   If the Confidential Information is required to be furnished by law

or by any court order or order of any other regulatory authority.

7. INDEMNIFICATION

Each Party shall indemnify and hold indemnified and harmless, the other Party,
his/her/its successors, officers, shareholders, partners, employees, licensees,
assigns, agents, representatives and affiliates harmless from and against any and
all claims including third party claims, demands, debt, account, causes of
action, obligations, liability, loss, damage, cost and expenses (including
reasonable attorney’s fees), incurred or sustained by reason of or arising out of
any actual breach or failure of any of the warranties, representations, obligations
or agreements herein made by the defaulting party. Provided howsoever that the
Lyricist’s liability hereunder shall be limited to the consideration paid to him
/her hereunder as mentioned in Clause 3 of this agreement.

8. FORCE MAJEURE

Neither Party shall be considered liable for the non-performance of any of their
obligations set forth in this Agreement when the non-performance thereof has
been caused due to an event or a combination of events of Force Majeure.

9. TERM AND TERMINATION

9.1 This Agreement shall come into force upon the execution of the same
and shall continue to be in force until full, final and complete
performance of all obligations, undertakings and warranties of the Parties
unless terminated earlier in accordance with the provisions of this
Agreement (“Term").

9.2 EVENTS OF TERMINATION

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9.2.1 The Producer shall be entitled to terminate this Agreement without

cause after giving a 30 (thirty) days’ prior written notice of such
termination to the Lyricist.

9.2.2 The Producer shall also be entitled to terminate the Agreement

upon the occurrence of any of the following events in the
following manner :

(i)   If, by reason of a Force Majeure Event or the death, illness or

incapacity of the director, director of photography or a
principal member of the cast, or other cause beyond the
control of the Producer, the Producer is materially prevented
from or materially hampered in the production of the Film,
or if, by reasons of any of the aforesaid contingencies or a
threat thereof as determined by the Producer in its good faith
business judgment, the preparation, commencement,
production or completion of the Film is materially hampered,
materially interrupted or materially interfered with
("Company Disability") and such Company Disability
continues for a period in excess of 4 (four) consecutive
weeks, the Producer shall give a prior written notice of 30
(thirty) days to the Lyricist;
(ii)   In the event of the Lyricist's Incapacity (defined below) and
if such Lyricist’s Incapacity continues for a consecutive
period in excess of 90 (ninety) days, the Producer shall give
a prior written notice of 30 (thirty) days to the Lyricist;
For the purposes of this Agreement, "Lyricist’s Incapacity"
means that by reason of any mental or physical disability, the
Lyricist shall be incapacitated from performing or complying
with any of the material terms or material conditions hereof;

(iii) In the event of the Lyricist's Default (defined below) and if

such Lyricist’s Default is not cured by the Lyricist within
(30) thirty days of having received a written notice from the
Producer regarding such Lyricist's Default.
For the purposes of this Agreement, "Lyricist’s Default"
means if the Lyricist fails or refuses to deliver the
Deliverables as per the timelines agreed between the Parties
from time to time, for reasons other than the Lyricist’s
Incapacity; or
(iv) In the event of the Lyricist committing any act or omission
which may prejudice the Film and/or reputation of the
Producer in any manner whatsoever including bringing the
Film into public disrepute or offending any community or
public morals.

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9.2.3 The Lyricist shall be entitled to terminate this Agreement without

cause after giving a 30 (thirty) days’ prior written notice to the
Producer.

9.2.4 The Lyricist shall also be entitled to terminate the Agreement :

(i)   in the event of the default of the Producer to make timely

payment of the Consideration in accordance with Clause 3
of this Agreement, and if the Producer fails to remedy the
same within 10 (ten) days of the receipt of a written notice
of such default from the Lyricist; or

(ii) with immediate effect, where the Lyricist is engaged by the

Producer on an exclusive basis for the full Film and the
Producer is in breach of this exclusivity obligation, either
by engaging another Lyricist without the prior written
consent of the Lyricist and/or by incorporating lyrics of
another Lyricist in the Film, without the prior written
permission of the Lyricist.

9.3 CONSEQUENCES OF TERMINATION

Upon the termination of this Agreement, the following consequences
shall follow:
(i)   In case of termination due to the reasons as stated in clauses 9.2.1
(termination without cause by the Producer), 9.2.2 (i) (Company’s
Disability), 9.2.2 (ii) (Lyricist’s Incapacity), 9.2.3 (termination
without cause by the Lyricist) or any reason, not listed in this
clause, which is not attributable to a default on the part of the
Lyricist, the Lyricist shall be entitled to receive a pro-rata
payment of Consideration until the date of termination. Subject to
such payment of Consideration to the Lyricist, the Producer shall
own the copyright, and all rights, title and interest with respect to
the Works which have been delivered to the Producer till the date
of such termination.

Provided that, where the Lyricist is engaged by the Producer on an

exclusive basis as stated in clause 2.1(a) above, and the Producer
terminates the Agreement without cause, i.e., under clause 9.2.1
of this Agreement, the Producer shall be required to pay the
Lyricist the entire Consideration for (i) the Works, whether or not
written and delivered to the Producer; and (ii) the performance of
obligations, whether actually rendered or not.

It is clarified that if the payment of the Consideration is not made

on or before the expiry of the relevant notice period, then the
rights granted to the Producer herein shall revert to the Lyricist
immediately on the date of termination, and the Producer shall not
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have or claim any right, title or interest in the Works so created

and shall not have the right to use any Master/Sound Recordings
comprising the Works;

(ii)   In the event the Agreement is terminated due to the reasons stated
in clauses 9.2.2 (iii) (Lyricist’s Default) or 9.2.2 (v) (failure to
deliver within timelines), the Lyricist shall not be entitled to any
further Consideration beyond the date of termination. In such a
case, all copyright, interest and rights whatsoever of the Works
which have been delivered to the Producer, till the date of
termination, shall vest with the Producer;

(iii)   In the event of termination due to the reasons stated in clause

9.2.2 (iv) (prejudicial act or omission), the Producer may, at its
discretion, after giving a prior written intimation to the Lyricist,
choose whether or not to incorporate the Works in the Film and if
the Producer decides to incorporate the Works then he shall be
liable to pay the entire Consideration due to the Writer hereunder;
(iv)   In the event of termination due to the reasons stated in clause
9.2.4(i), all the rights granted to the Producer under this
Agreement shall revert to the Lyricist with immediate effect, on
the date of termination, and the Producer shall not have or claim
any right, title or interest in the Works and shall not have the right
to use any Master/Sound Recordings comprising the Works;
(v)   In the event of termination due to the reason stated in Clause 9.2.4
(ii), within 10 (ten) days from such termination, the Producer shall
pay the Lyricist the complete Consideration as provided for in
Clause 3 above notwithstanding the stage of completion of the
obligations. All rights with respect to the Deliverables (i.e. Works
and the Master/Sound Recordings) granted to the Producer under
this Agreement shall revert to the Lyricist with immediate effect,
on the date of termination, and the Producer shall not have or
claim to have any right, title or interest in the Deliverables so
created and/or delivered to the Producer under this Agreement;
(vi)   the Producer and the Lyricist shall be released from all further
obligations under this Agreement; and

(vii)   Notwithstanding the termination of this Agreement, the provisions

of this Agreement, the nature of which should reasonably require
the survival thereof shall survive the termination of this
Agreement including without limitation Credits (Clause 10),
Arbitration, Jurisdiction and Governing Law (Clause 11).

It is clarified that the consequences of termination as stated in Clause 9.3 shall

be without prejudice to the other remedies available in law to the Producer and
the Lyricist.
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9.4 Refusal of Brief

It is hereby agreed and clarified that nothing herein contained obliges the
Lyricist to create Work on the Producer’s instructions where such
instructions go against the Lyricist’s moral and/or religious and/or ethical
principles. The Lyricist may exercise this right and so refuse a brief by
issuing a notice in writing on the Producer setting out the reasons for his
refusal. The Producer shall thereafter be free to appoint another lyricist
for creating the said work and the Lyricist’s Consideration shall be
proportionately deducted for the portion of the Work refused hereunder.
The Lyricist(s) so added shall be governed by Clause 10.1 (Credits)
hereunder and the Producer undertakes and warrants to appoint the said
other lyricist(s) only on the terms set out in Clause 10.1.

10. CREDITS

10.1 Subject to the full, complete and timely performance of the Lyricist’s
obligations in accordance with the terms and conditions of this
Agreement, the due credit in the said Film shall be given as follows:
a) "Lyrics By _______________" on a separate card in the main titles of
the films with all other characteristics of such credit and in the same size
and font as the credit given to the music director;
b) “Lyrics by ______” on all Film/song promotional and advertising
material where the music director is mentioned;
c)“Lyrics by ______” on all song promos
d) “Lyrics by ______” individually for each Work in the end-credits of
the Film

Provided that in the event that multiple lyricists have been validly
engaged on a Film or a Work in the manner prescribed herein, the first
name on the credits shall be of the lyricist who has contributed more
Work to the Film followed by the lyricist with the next highest quantum
of Work and so on. Where multiple lyricists have contributed equal Work
to the Film, then their names shall appear in the order that their Work
appears in the Film.

10.2 The Producer also undertakes to accord credit to the Lyricist on

exploitation of the Film or the Master/Sound Recordings in all Modes,
Media and Formats including, digital and online forms such as on
YouTube Channels, television and cinema halls.
10.3 The Producer’s failure to accord credit in accordance with the terms of
this Clause shall be deemed to be a breach of this Agreement. Within 7
(seven) days after receipt of written notice from the Lyricist specifying
this material failure to accord the Lyricist credit in accordance with this
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Agreement, the Producer shall use all its efforts to cure such material
failure to accord the Lyricist credit hereunder with regard to the positive
prints and/or advertising material. The Producer shall inform all third
party sub-distributors of the credit obligations contained herein and shall
be responsible or liable to the Lyricist for the failure of any such sub-
distributors to comply with the same.
11. ARBITRATION, JURISDICTION AND GOVERNING LAW
11.1 Any dispute between the parties hereto, arising out of, from or relating to
anything contained in this Agreement, including any dispute or
difference arising out of its termination, shall be referred to arbitration
)of ________________) OR (to a sole arbitrator as mutually agreed
between the Parties.) The award made by the sole arbitrator shall be final
and binding on the parties hereto. Such arbitration shall be governed by
the Arbitration and Conciliation Act, 1996, or any statutory modification
or re-enactment thereof for the time being in force. The venue of the
arbitration shall be Mumbai and the language of the arbitration shall be
English. The costs and expenses of the arbitration proceedings shall be
borne equally between the parties. However, each party shall bear its
own legal expenses.
11.2 Notwithstanding the above, before the appointment of the arbitrators and
in exceptional circumstances even thereafter, a party to the dispute may
apply to a court of competent jurisdiction to pursue equitable relief
(including immediate, preliminary and permanent injunctive relief) to
which it may be entitled in order to preserve the status quo pending
resolution of the dispute at issue through arbitration.
11.3 This Agreement shall be governed and construed in accordance with the
laws of India and the courts in Mumbai alone shall have the exclusive
jurisdiction to hear and decide disputes arising out of this Agreement.

11.4 Nothing herein contained shall restrict/limit/fetter the Lyricist’s right to

approach any trade or industry body/association under its rules for such
reliefs as he may be entitled to.

12. MISCELLANEOUS
12.1 Entire Agreement and Amendment:
This Agreement, together with all agreements and documents executed
contemporaneously with it or referred to in it, constitutes the entire
Agreement between the Parties in relation to its subject matter and
supersedes all prior agreements and understandings whether oral or
written with respect to such subject matter. No change, modification, or
termination of any of the terms, provisions, or conditions of this
Agreement shall be effective unless made in writing and signed or
initialled by both the Parties.

12.2 Severability :
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In the event that any term, condition, or provision of this Agreement is

held to be a violation of any applicable law, statute, or regulation, the
same shall be deemed to be deleted from this Agreement and shall be of
no force and effect and this Agreement shall remain in full force and
effect as if such term, condition, or provision had not originally been
contained in this Agreement. Notwithstanding the above, in the event of
any such deletion, the Parties shall negotiate in good faith in order to
agree the terms of a mutually acceptable and satisfactory alternative
provision in place of the provision so deleted.

12.3 Parties to Act with Due Diligence and in Good Faith:

The Parties hereto shall dutifully perform all covenants of this
Agreement in letter and spirit and shall otherwise act with due diligence
and in good faith.

12.4 Relationship of Parties:

This Agreement is entered into between the Parties on a principal to
principal basis and they acknowledge and agree that the Lyricist is
acting as an independent contractor in the performance of his/her
obligations hereunder and nothing in this Agreement shall constitute or
be deemed to constitute a partnership or agency or employment between
any of the Parties hereto and none of them shall have any authority to
bind the other in any way.

12.5 Counterparts:
This Agreement may be signed in any number of counterparts, each of
which is an original and all of which, taken together, constitutes one and
the same instrument.

12.6 Cumulative Rights

All rights and remedies granted hereunder to the Producer are in the
cumulative and not alternative to each other and the Producer may
exercise one or more of such rights and remedies in conjunction with the
other.

12.7 Assignment/License
The Producer shall be entitled to assign or license any or all of its rights
and/or benefits under this Agreement to any other party provided that the
Producer shall ensure that such other Party assumes all the obligations of
the Producer towards the Lyricist as provided in this Agreement. The
Lyricist shall not be entitled to assign or license any or all of his rights

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and/or benefits under this Agreement as long as the agreement is in good

standing with respect to the Term and Territory as set out herein.

12.8 Notices
12.8.1 All notices given pursuant to this Agreement shall be in
writing and shall be delivered to the Parties at their respective
addresses, as stated hereinabove in this Agreement.
12.8.2 Any notice given as provided by this clause shall be deemed
received by the party to whom it is addressed when:
(i)   in the case of any notice delivered by hand, when so
delivered;
(ii)   if sent by pre-paid post, on the third clear day after the
date of posting;
(iii)   in the case of any notice sent by facsimile, upon the
issue to the sender of a transmission facsimile machine
message which shows the relevant number of pages
comprised in the notice to have been sent and result of
the transmission is “OK” and such facsimile is
immediately sent by pre-paid post provided always
that in the case of a facsimile notice, the notice shall for
the purposes of this Agreement be deemed to have been
duly signed with the name of the person or Producer
giving the notice on behalf of the party is affixed by
mechanical means or device on the said notice;
(iv)   if sent by e-mail, 24 hours after the mail is sent. The e-
mail addresses to be used for all communications will
be as mentioned hereunder:
a)   e-mail address for Producer: ___________________
b)   e-mail address for lyricist: ____________________

12.8.3 The Parties may, from time to time, change their respective
addresses or representatives for receipt of notices provided for
in this Agreement by giving to the other Party not less than 7
(seven) days prior written notice.

IN WITNESS WHEREOF the Parties hereto have hereunto set their respective
signatures on the day and year first hereinabove written.

Signed by and on behalf of the within named Producer )

_________________________, )
the authorized signatory of the within named Producer )
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in the presence of Mr. _____________________ )

Signed by the within named Lyricist )

)
)
_________________________ )
(in the presence of) Mr. _____________________ )

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Annexure – I

Titles of Works

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

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Annexure – II
“Modes, Media and Formats” of exploitation of the Works shall mean the following and for
the territory of the Universe and in perpetuity, viz.:
i) in 35 mm and all other sizes/ formats of cinematograph exhibition in theatres, all
television, video, satellite, internet, digital and cable rights and all other rights
(including re-issue rights), for the purpose of exhibiting, broadcasting or exploiting in
any manner whatsoever, by the use of any method and/or technology, in whatsoever
manner of the Film;
ii) the right to incorporate Works in the prequels, sequels, remake, etc. of the Film;
iii) non-theatrical, commercial television including terrestrial television rights, Pay TV
rights, Free TV rights, satellite television rights (including MMDS, SMATV,
DTH, SSL, XDSL, DBS) cable television rights, pay per view rights (residential
and non-residential), video on demand (NVOD, SVOD, TVOD, AVOD, NMOD) and
other streaming through internet/broadband/IPTV/Mobile, digital TV, interactive
multimedia, clip rights, anywhere in the world, and right in respect of Home video
rental & sell through rights (including DVD, Compact Disc, Blu-Ray Disc, Laser Disc,
Video Compact Disc, Video Cassette, Videogram Rights, Embodying Rights, VHS
and such other rights), commercial video rights, Computer games rights, Internet
multimedia rights, airborne, railways, ship, surface transport rights and hotel and
commercial establishment rights, all music/audio rights in connection with and/or in
relation to the audio visual material and/or musical work of the said Film containing
all songs, to be produced or reproduced in the format of music cassettes, CDs, Blu ray
Disc, VCDs and DVDs and/or any similar devices;
iv) Exploitation of the Works, in any and all languages and versions of the world
(including dubbed, subtitled and narrated) on Cable, LAN, Broadband, Personal Video
Players (PVPs), Personal Video Recorder, Digital Video Recorder, Digital TV. Optical
Disc Burner or recorders or equivalent memory stick cartridges, Semi-Conductor chips
in both standard and high definition formats, Versatile Digital Discs, Optical Disc,
Laser Disc, Video compact disc, Compact Disc, Disc players, Blue Ray. Personal
computers, Set-top based games that are played in conjunction with a DVD, HD-DVD,
HD, or any other mode of Video together with audio/songs (Audio/Video) and the
visuals accompanying them in the film (alone or in conjunction with audio/songs and
visuals accompanying the audio and songs of other film(s)), Interactive television,
Interactive Media, Telephone, Electric wires, Wireless, Chip, Satellite, DTH, DSL,
ADSL, VDSL, SSL, DBS, Free download, Pay downloads in part or full, Animation,
games, Reel, VHS, Video Cyberspace, Video lnternet, Mobile, Computer hard drives,
RAM devices (eg. “Flash” or “Memory Slick" cards), Personal digital assistants
("PDAs’”), Personal entertainment devices ("PEDs“), Wireless devices, Pay per View,
Pay Telephone, Pay Video on Demand, all interactive games, mobile rights, call back
tones, ring back tones, music soundtrack and publishing rights, all rights in relation to
exploitation and distribution of the music rights including digital rights and publishing
rights, merchandising tights;
v) All modes, media and formats of exploitation in existence now and in commercial use
on the date of execution hereto.  

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Annexure III

LETTER BY THE LYRICIST TO THE COPYRIGHT SOCIETY

(On the Lyricist’s Letter Head)

DATE:

TO,
THE COPYRIGHT SOCIETY

ADDRESS

I, ____________________, am a member of [insert name of the copyright society].

This is to place on record, that the copyright in all literary works as listed in Schedule
A (“the Works”) to this letter, created in my capacity as a Lyricist for the Film titled
“________________” directed by _____________________ and produced by
_________________ (“the Producer”) is assigned to the Producer for the usage in the
Film and/or otherwise for any exploitation in any mode and medium now known or in
commercial use as on the date of this letter (and exclusively licensed for future modes
& mediums), for the term of copyright and for the entire universe. Please treat this
assignment as valid and unrestricted and as a withdrawal of the stated Works from the
ambit of the assignment of copyright granted by me to IPRS with effect from
___________________.

However, the right to royalty of the said Work (as per the Copyright Act, 1957 as in
force and as amended from time to time including as amended by the Copyright
(Amendment) Act, 2012), copyright of which I have assigned to the Producer,
continues to be assigned to you for administration.

Consequently, as allowed by the Copyright Act, 1957 as in force and as amended from
time to time including as amended by the Copyright (Amendment) Act, 2012, I am
hereby intimating the IPRS of the assignment of copyright in the Works to the
Producer as per the details attached. For the avoidance of doubt, I shall continue to
collect the author’s equal share of royalties due to me from the utilization of the
Works, created by me, for the Film; IPRS being authorized to collect the same as per
the Copyright Act, 1957 as in force and as amended from time to time including as
amended by the Copyright (Amendment) Act, 2012.

Signed:

____________________
[Authorised Signatory]

Date:
Place:
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Annexure IV

LYRICST’S ROYALTIES
a. Ten percent (10%) of the wholesale selling price (after trade discounts), less
governmental taxes, duties, excises and tariffs, upon each printed copy of each
arrangement and edition of the Works printed, published and sold by the Producer or its
assignees/licensees, for which payment has been received, after deduction of returns,
except that if the Work is used in whole or in part in conjunction with one or more other
works in a folio, album or other publication, the Lyricist shall be entitled to receive that
proportion of the said royalty which the Work shall bear to the total number of literary
works contained in such folio, album or other publication.
b. Fifty percent (50%) of any and all "Net Sums" (as defined below) actually received
from the exploitation of the synchronisation and reproduction rights (excepting printing
rights as in (a) above and public performance and mechanical rights as in (c) below) in
the Works other than as synchronised and reproduced with the Film.
c. Lyricist shall receive public performance and mechanical royalties throughout the world
directly from the Lyricist's affiliated copyright society(ies) and shall have no claim
whatsoever against the Producer.
d. Fifty percent (50%) of any and all Net Sums, actually received from the exploitation of
the rights in the Works other than those mentioned in (a), (b) and (c) above whether in
India or countries outside India by the Producer or his/its assignees, collection agents,
licensees, sub-publishers or others, whether or not they are affiliated with, owned in
whole or in part by, or controlled by the Producer.
e. For sake of clarity and financial calculations, it is stated that the Net Sums from any and
all exploitation of the rights as stated hereinabove in relation to the Works and the
Musical Works accompanying the Works shall be divided in the following manner :
50% of the total Net Sums shall be payable to the Producer and/or its assigns
25% of the total Net Sums shall be payable to the Lyricist
25% of the total Net Sums shall be payable to the Music Composer.

Where there are multiple Lyricists for the same Work, 25% share of the Lyricist shall be
further distributed equally amongst all of such multiple Lyricists.

f. "Net Sums," for the purposes of this Agreement, shall mean all monies actually
received by the Producer/assignees/licensees/collection agents/sub-publishers or
credited to the Producer's/assignee’s/licensee’s/collection agent’s/sub-publisher’s
accounts which are directly attributable to the uses enumerated above (except public
performance and mechanical royalties) after deduction of all costs, expenses, fees and
commissions which are directly attributable to the exploitation of the Works, including
but not limited to costs of collection (“Deductions”). Provided however, that the
Deductions shall not, in any circumstances, exceed 20% of the gross revenues earned by
the Producer/assignees/licensees/collection agents/sub-publishers from such uses of the
Works.

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Annexure V

MECHANICAL ROYALTIES
1. Royalty:
For each master recording ("Master") under this Agreement which is included
and exploited in any Medium (as defined in subparagraph 3(b) below),
distributed under the "Distribution Agreement" (as defined in subparagraph 3(d)
below), the Lyricist shall be entitled to a "Mechanical Royalty" in connection
therewith as follows:
A royalty of 10% of the suggested retail list price (or 20% of the
wholesale selling price), whichever method of computation is being
predominantly used by the Distributor less packaging charges and
applicable taxes (such charges and taxes to be calculated pursuant to the
Distribution Agreement).
The Mechanical Royalty, payable to Lyricist pursuant to this paragraph shall be
pro-rated as follows:
•   the Mechanical Royalty shall be reduced by dividing the same by the
total number of selections on the Medium and
•   if any other Mechanical Royalty recipient (such as a music composrer) is
entitled to a royalty on such Master, the Mechanical Royalty shall be
reduced further by dividing the same by the total number of such royalty
recipients on such Master (including the Lyricist counting as one
recipient).
The calculation of Mechanical Royalty payable as per above, shall be construed
in the manner provided in Clause (e) of Annexure IV to this Agreement.
2. General:
In the case of Medium distributed by the "Distributor" (as defined in
subparagraph 3(c) below) which contain Masters, all aspects of the Mechanical
Royalty shall be subject to the same contractual provisions set forth in the
Distribution Agreement regarding definition, computation, reduction and
payment of royalties (including any royalty escalation provisions) including
without limitation:
(a) reduction for singles sales, sales outside India, for mail order and record
club sales, for tape device sales by tape licensees, for budget label sales
and for premium sales; and
(b) computation/reduction of royalties for flat fee/royalty licenses, for
compact disc sales and for sales of other new configurations; and

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(c) definition of royalty base price, exclusions and discounts for so-called
"free goods" and discount sales; and
(d) deductions for packaging and applicable taxes; and
(e) percentage of sales on which paid, and reserves against returns; and
(f) computation of royalties should the Distributor elect to change the method
by which it computes royalties to some other basis (e.g., from a retail to a
wholesale basis).

3. Definitions of terms used in this Annexure V:

(a) "Conversion Costs" mean the costs of converting the applicable master
recording from a recording made for the Film to use in any Medium (as
defined in (b) below), including, without limitation, re-recording costs,
reuse fees, and costs of mixing, re-mixing, editing, re-editing, mastering,
equalizing, reference dubs, sweetening, etc;
(b) "Medium" shall mean and include any device, at any speed, on any
material, now or hereinafter known, utilized for the reproduction of
Master/Sound Recording or Visual Recording together with the
Master/Sound Recording;
(c) "Distributor" means the person, firm or corporation with whom Producer
enters into an agreement for the distribution of Master/Sound Recording
or Visual Recording together with the Master/Sound Recording of the
Film; and
(d) "Distribution Agreement" means the agreement between Producer and
the Distributor, as the same may be modified, extended, renewed and
substituted.

4. Royalty Accountings
In the case of any Medium distributed by the Distributor and containing Masters
:
(i)   The Producer agrees to cause the Distributor to account directly to the
Lyricist for the Mechanical Royalty hereunder, as applicable, after all
advances paid to or credited to the Producer under the Distribution
Agreement have been recouped by the Distributor;
(ii)   As regards the advances paid to the Producer under the Distribution
Agreement and which have been recouped by the Distributor, the
Producer shall account for the same to the Lyricist;

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(iii)   Unless and until the Distributor so accounts to the Lyricist, Producer will
account to the Lyricist for Mechanical Royalty hereunder in conjunction
with such Medium;
(iv)   However, regardless of whether the Distributor agrees to account directly
to the Lyricist, the Lyricist shall be deemed to have consented to each
royalty accounting to the Lyricist hereunder, and each such accounting
shall become final and binding upon the Lyricist, unless the Lyricist
renders specific written objection, stating the basis thereof, at least 60
days prior to the date that the Distributor's corresponding accounting to
Producer becomes binding on Producer; and if Producer gives the
Lyricist written notice that it denies the validity of the objection, unless a
suit is instituted thereon at least 60 days prior to the last date the
Producer may institute a suit against the Distributor on the corresponding
accounting to the Producer. The Producer shall inform the Lyricist of the
relevant audit and accounting provisions of the Distribution Agreement;
(v)   The Lyricist shall have the right, at the Lyricist's expense, to audit
Producer's books and records which have not then been rendered
incontestable, but no more often than once per 12-month period, relating
to the sale of the Mediums described in Paragraph 4 (i.e. Mediums sold
under the Distribution Agreement and containing any Master(s)), during
normal business hours and on reasonable notice;
(vi)   Regardless of whether the Distributor agrees to account directly to the
Lyricist or not, the Lyricist has no independent right to audit the
Distributor's books and records relating to the Mediums distributed under
the Distribution Agreement and covered by Paragraph 4. If the Producer
elects to audit the Distributor's books and records relating to the
Mediums covered by Paragraph 4 (which the Producer shall have no
obligation to do), the Lyricist shall receive his/her pro rata share of any
net recovery therefrom (i.e., after deduction of the costs of such audit). In
the event any overpayment is made to the Lyricist in accountings for the
Mechanical Royalty hereunder, the Lyricist shall reimburse to the
Producer, or the party designated by the Producer for such overpayment,
but only to the extent such overpayment is not deducted from future
accountings to the Lyricist hereunder.

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Annexure VI

BASE RATE FOR FOR ASSIGNMENT OF LYRICS

This is the indicative new base rate chart for the assignment of rights for a
lyrical work (per song) to be included in a FILM with or without
accompanying musical works.

The FWA recommends that all fee negotiations with Producers adhere to this
mechanism:

Upto Rs. 5 crore budget film : Rs. 40,000/- per song (minimum)

Rs. 5-10 crore budget film: Rs. 75,000/- per song (minimum)

Beyond Rs. 10 Crore budget: Rs. 1,50,000/- per song (minimum)

In absence of a formal agreement / contract the above mentioned rates will be

applicable for all practical purposes and addressing dispute settlements and
calculating the lyricists’ fees.

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