Arbitration: Copyright Dispute

FACTS OF THE CASE

1. XYZ Media Pvt. Ltd. ("Claimant") is a prominent media company based

in Mumbai (Bombay) specializing in the creation and licensing of original
content for television and digital platforms. They own the copyrights to a
series of scripts, characters, and other intellectual property ("The Works").

2. In 2021, XYZ Media entered into an agreement with ABC Studios

("Respondent"), a well-known media production company based in
Himachal Pradesh.

3. According to the agreement, XYZ Media granted ABC Studios a non-

exclusive license to use the Works for the production of a television series
titled "Mountain Echoes," which was to be broadcast on regional and
national channels.

4. The license granted to ABC Studios was specifically limited to the use of
the Works for the production and distribution of "Mountain Echoes."

5. The agreement included clauses specifying that any modification or

adaptation of the Works would require prior written consent from XYZ
Media. Additionally, the agreement required ABC Studios to provide proper
attribution to XYZ Media in all promotional and broadcast materials
associated with "Mountain Echoes."

6.CONTENTIONS OF CLAIMANT-

a) In early 2023, XYZ Media discovered that ABC Studios had used
elements from the Works in a new television series titled "Valley
Whispers," which was not mentioned in the original agreement.
b) XYZ Media alleges that "Valley Whispers" contains substantial
similarities to the original scripts and characters of "Mountain
Echoes," indicating that ABC Studios adapted the content without
authorization.
 c) Furthermore, XYZ Media claims that ABC Studios failed to provide the
agreed-upon attribution in the credits of "Valley Whispers" and related
promotional materials.
d) XYZ Media contends that ABC Studios’ actions amount to copyright
infringement and breach of contract.
e) They argue that ABC Studios used the Works beyond the scope of the
original license, without seeking or obtaining the necessary
permissions.
f) XYZ Media further alleges that the unapproved adaptation of the
Works and lack of proper attribution have caused significant financial
and reputational damage to their brand.

7. DEFENSE BY RESPONDENTS-

a) ABC Studios, in response, denies all allegations.

b) They assert that their use of the Works in "Valley Whispers" was
within the scope of the license agreement, as the content was
adapted to create a derivative work, which they believe was
permissible under the contract.
c) They also argue that any similarities between "Mountain Echoes" and
"Valley Whispers" are coincidental and fall within the creative liberties
allowed in the adaptation process.
d) ABC Studios further claims that they have provided proper attribution
to XYZ Media wherever necessary and that the dispute has arisen due
to a misunderstanding of the agreement's terms.

ISSUES-

1. WHETHER THE USE OF THE WORKS WAS WITHIN THE SCOPE

OF THE LICENSE AGREEMENT?
2. WHETHER DERIVATIVE WORKS ARE PERMISSIBLE UNDER THE
CONTRACT?
3. WHETHER THE SIMILARITIES BETWEEN THE WORKS ARE
PURELY COINCIDENTAL AND FALL WITHIN THE AMBIT OF
CREATIVE LIBERTIES?
 4. WHETHER PROPER ATTRIBUTION HAS BEEN PROVIDED TO
THE CLAIMANTS?
5. WHETHER THE SAID ACT AMOUNTS TO COPYRIGHT
INFRINGEMENT AND BREACH OF CONTRACT?

LAW INVOLVED-

 Indian Contract Act

 Indian Copyright Act
 Arbitration And Conciliation Act

CONTRACT ARBITRATION CLAUSE

The parties agree that any mutual dispute with regards to terms of this
Contract shall be handled through Arbitration, as per the following terms,
between them:

Any dispute or difference whatsoever arising between the parties out of or

relating to the construction, meaning, scope, operation or effect of this
contract or the validity or the breach thereof shall be settled by arbitration
in accordance with the Rules of Arbitration of the Indian Council of
Arbitration and the award made in pursuance thereof shall be binding on
the parties.

ARBITRATION AGREEMENT

This Deed of Agreement made on the___ day of_________ Two

Thousand________ BETWEEN
_________________________________________________ (full description and
address) being the Party of the FIRST PART and
________________________________________ (full description and address),
being the Party of the SECOND PART.

WHEREAS, the Party of the FIRST PART has agreed with the Party of the
SECOND PART to abide by the Terms and Conditions of this ARBITRATION
AGREEMENT:
 AND NOW, THEREFORE, this INDENTURE WITNESSETH and the parties
hereto have agreed as follows:

I) THAT, the parties hereto have entered into a Contract on ............

[Date of signing the main contract] for .............................. [Name of
Project/ work] and are bound by the terms and conditions as
stipulated in the said Contract including the 'Clauses of the Contract'
as appended to the said contract;
II) AND THAT, this AGREEMENT shall form part and parcel of the said
contract executed on the .......... day of .............., [Month][Year];
III) AND THAT, the parties agree that any dispute or difference
whatsoever arising between the parties out of/ under or in
connection with or relating to the construction, meaning, scope,
operation, or effect of the contract or the validity or the breach
thereof shall be referred to a Sole Arbitrator as appointed under
Clause ___ hereinbelow, and that the award made in pursuance
thereof shall be binding on the parties;
IV) AND THAT, the parties agree that the arbitration shall be
administered by the International Centre for Alternative Dispute
Resolution (ICADR) in accordance with the Arbitration and
Conciliation Act,1996.
V) AND THAT, the parties agree that in respect of those matters, as are
not defined in the terms and conditions of the main contract, or in
this Arbitration Agreement, the same shall be decided and settled
by the Sole Arbitrator in accordance with the Arbitration and
Conciliation Act, 1996 and the amendments thereof as in
operation on the date of execution of the Contract;
VI) AND THAT, the parties agree that the place of Arbitration shall be at
Delhi in the Union Territory of Delhi-NCR;
VII) AND THAT, whenever the parties decide to resort to Arbitration for
dispute resolution, the Secretary to the Government of........... [Name
of concerned Department] shall be the authority to appoint the Sole
Arbitrator from amongst a panel of Arbitrators maintained by the
 Government of___, and such appointment shall be binding on both
the parties:

Provided that before requesting the Secretary ........... [Name of

concerned Department] for appointing an Arbitrator, the parties
shall make a sincere attempt to resolve their dispute, within a time
period of 3 months, through mutual conciliation, and if so, felt
necessary by the parties under the supervisory guidance of the
Secretary ........... [Name of concerned Department];
VIII) AND THAT, all costs relating to the Arbitration proceedings, shall be
borne equally by both the parties;
IX) AND THAT, the parties agree that the language for making all
submissions and evidence will be presented in ENGLISH during the
proceedings;
X) AND THAT, it is agreed between the parties that they shall extend
their fullest support and co-operation to the Sole Arbitrator and not
seek adjournment of the Arbitration proceedings, without explaining
the reasons therefor, in writing, in advance, for seeking of such
adjournment, and further that there shall not be more than two such
adjournments granted, even when there exists a valid reason for
seeking such adjournment. And it is further agreed that the parties
should cooperate in completing the arbitration process and the
broader dispute resolution within 6 months or at most with an
extension, on mutual consent, of another 6 months;
XI) The Arbitrator shall record, in writing, the arguments of the two
parties on each of the points of dispute and pass a speaking order
thereon.
XII) AND THAT, in so far as Arbitration is concerned, the terms and
conditions of this supplementary Arbitration Agreement shall prevail
over anything to the contrary that may be spelt out in the main
contract as referred to in clause (I) above.
IN WITNESS WHEREOF, _______, for and on behalf of the ______ being the
party of the FIRST PART and _____for and on behalf of ____ being the Party
of the SECOND PART above named, have set their hands on the date as
aforementioned.

PARTY OF FIRST PART PARTY OF SECOND

PART

WITNESSES- WITNESSES-

CONTRACT SAMPLE

1. Non-Exclusive License Clause

1.1 Grant of Non-Exclusive License
XYZ Media Pvt. Ltd. (hereinafter referred to as "XYZ Media") grants ABC Studios a
non-exclusive, non-transferable, and revocable license to use, reproduce, and
adapt the scripts, characters, and other intellectual property collectively referred
to as "The Works" solely for the production and distribution of a television series
titled "Mountain Echoes" (hereinafter referred to as "The Series"). This license
does not grant any rights to use The Works for any other purpose or project not
specifically stated in this Agreement.

1.2 Scope of Use

ABC Studios may use The Works exclusively for the following purposes:

 The creation, production, and editing of The Series.

 Distribution of The Series on regional and national channels, both through

television and digital platforms, as mutually agreed upon by the Parties.

 The promotion and marketing of The Series in accordance with the terms
of this Agreement.

1.3 Retention of Rights

The non-exclusive license granted herein does not transfer any ownership of The
Works to ABC Studios. XYZ Media retains all rights, title, and interest, including
intellectual property rights, in The Works. XYZ Media reserves the right to license
The Works to third parties for any purpose, including but not limited to other
television, film, or digital projects.

1.4 Geographic Scope

The license is limited to the geographic territories of India, and the broadcast of
The Series under this Agreement shall not extend beyond this region without the
prior written consent of XYZ Media.

1.5 Duration of License

This license shall be effective for the duration of The Series' production,
distribution, and broadcasting activities. Upon the conclusion or termination of
the Series, ABC Studios shall cease all use of The Works unless a renewal of the
license is agreed upon in writing by both Parties.

2. Limitations and Restrictions Clause

2.1 Modifications and Adaptations
ABC Studios agrees that The Works, including but not limited to the scripts,
characters, and other intellectual properties, shall not be modified, adapted, or
altered in any way without the prior written consent of XYZ Media. Any
unauthorized modification or adaptation of The Works will be considered a
material breach of this Agreement and will result in immediate termination of the
license.

2.2 Use for Other Projects

ABC Studios shall not use The Works or any part thereof in any other production,
including but not limited to other television series, digital content, or films,
without obtaining a separate license agreement from XYZ Media.

2.3 Third-Party Use

ABC Studios is prohibited from sublicensing, assigning, or transferring the rights
to use The Works to any third party without the prior written approval of XYZ
Media. Any such unauthorized transfer shall be void and will result in the
automatic termination of this Agreement.

2.4 No Derivative Works

ABC Studios shall not create any derivative works based on The Works unless
explicitly authorized in writing by XYZ Media. This includes but is not limited to
spin-offs, prequels, sequels, or any new works based on the characters, plots, or
elements of The Works.

2.5 Compliance with Laws

ABC Studios shall ensure that The Works, as incorporated into The Series, and
any promotional material related thereto, complies with all applicable laws,
including copyright laws, broadcasting regulations, and standards set by relevant
industry bodies. ABC Studios shall be solely responsible for any legal claims or
liabilities arising from non-compliance.

3. Attribution Clause

3.1 Attribution in Promotional Materials

ABC Studios shall ensure that XYZ Media receives proper attribution as the owner
of The Works in all promotional, marketing, and advertising materials associated
with The Series. This attribution shall appear prominently in any press releases,
trailers, advertisements, digital content, and other promotional tools used to
market or publicize The Series. The form and placement of the attribution shall
be mutually agreed upon by the Parties but must be in line with industry
standards.

3.2 Attribution in Series Credits

XYZ Media shall be credited in the opening or closing credits of each episode of
The Series. The exact language of the credit shall be “Original Content Provided
by XYZ Media Pvt. Ltd.,” or such other wording as may be agreed upon by the
Parties. The credit shall be of a size, style, and prominence consistent with the
credits given to other key contributors to The Series.

3.3 Digital Platforms and Broadcast Attribution

In addition to on-screen credits, XYZ Media shall be properly attributed in any
digital descriptions, metadata, or content listings for The Series on streaming
platforms or other digital services. ABC Studios shall ensure that XYZ Media’s
name is visible wherever The Series is described or listed for public viewing,
purchase, or subscription.

3.4 Use of XYZ Media’s Logo

ABC Studios may, with the prior written approval of XYZ Media, use XYZ Media’s
logo in the credits, promotional materials, and any merchandise associated with
The Series. Any such use must comply with XYZ Media’s brand guidelines, and
XYZ Media reserves the right to review and approve the logo usage prior to
publication.

3.5 Failure to Attribute

In the event that ABC Studios fails to provide the agreed-upon attribution to XYZ
Media in accordance with the terms of this Agreement, XYZ Media reserves the
right to pursue any and all legal and equitable remedies available, including but
not limited to injunctive relief, monetary damages, and termination of this
Agreement. ABC Studios shall correct any attribution failure within seven (7) days
of receiving written notice from XYZ Media.

4. Termination

4.1 XYZ Media reserves the right to terminate this Agreement upon thirty (30)
days' written notice if ABC Studios breaches any material term of this Agreement
and fails to remedy such breach within the notice period.
4.2 Upon termination, ABC Studios shall immediately cease all use of The Works
and ensure that no further production, distribution, or broadcast of the Series
occurs.
5. Governing Law and Dispute Resolution

5.1 This Agreement shall be governed by and construed in accordance with the
laws of India, without regard to its conflict of law principles.
5.2 Any dispute arising out of or in connection with this Agreement shall be
resolved through arbitration in Mumbai, Maharashtra, in accordance with the
rules of the Arbitration and Conciliation Act, 1996. The arbitration shall be
conducted in English.