CONTENT LICENSE AGREEMENT

THIS AGREEMENT (hereinafter referred to as 'the Agreement' which shall

include the recitals, annexures, attachments and schedules included herein, if
any) is made on this __ day of August, 2015 at New Delhi.
BETWEEN
Shemaroo Entertainment Ltd., a Company incorporated under the
Companies Act, 1956 and having its registered office at Shemaroo House, Plot
No.18, Marol Co-operative Industrial Estate, Off Andheri-Kurla Road, Andheri
(East), Mumbai 400 059, (hereinafter referred to as "Company/Shemaroo
which expression shall, unless repugnant or contrary to context, include the
present executant, its successors and permitted assigns) of the FIRST PART
AND
Highlights Nepal Private Limited (Company Registration No.
59957/065/066), a Company incorporated in Malayasia and having its
registered office at Kalikasthan-32, Kathmandu, Nepal, P.O. BOX:
21125,Kathmandu, Nepal (hereinafter referred to as "LICENSEE which
expression shall, unless repugnant or contrary to context, include the present
executant, its successors and permitted assigns) of the SECOND PART
(COMPANY and LICENSEE are collectively referred to as "Parties" and
individually as a "Party")
WHEREAS COMPANY is inter-alia engaged in the business of distribution,
production, post-production of Films, tele-films, animation films etc. and
exploitation of the said content in various formats through different modes and
mediums.
WHEREAS Licensee desires to license content from Company, for distribution
and commercial exploitation in Nepal, in conjunction with telecom operators
through use of mobile networks of such telecom operators to Subscribers
(defined hereinbelow) of such telecom operators.
1. DEFINITIONS AND INTERPRETATIONS:
When used in this Agreement (including the recitals), the following terms shall
have the following meanings:
(a) "Content/content" refers to audio/audio visual/visual content owned
and/or controlled and/or acquired by the Company including without limitation
Ring Back Tones, Full tracks audio , Full tracks video , Short format Moviez ,
Imagery , Polytones Monotones , Clips from Movies , Bollywood gossip videos
and any other content from Shemaroo catalogue deemed important for the
geography, more particularly specified in Annexure B.
(b) "Subscribers" refers to End Users of Telecom Operators.
(c) Territory shall mean Nepal only.
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NOW, THEREFORE, in consideration of the above and the mutual

promises set forth in the Agreement, the Parties agree as follows:
2. SCOPE OF AGREEMENT
2.1
Company will provide content to Licensee in compliance with Content
guidelines stated in Annexure C and provided by Licensee. Company shall
provide content as more particularly specified in Annexure B on a non
exclusive license basis to Licensee solely for distribution and exploitation in
Territory in conjunction with telecom operators and Licensee shall sublicense
the said content solely to telecom operators for distribution solely to the
Subscribers of telecom operators solely through the use of mobile telephone
network owned by respective telecom operator.
2.2
Licensee hereby agrees and acknowledges that this Agreement is
specific to exploitation of content mentioned in Annexure B in Territory via the
mobile telephone network owned by respective telecom operator and content
shall not be exploited by Licensee in any other manner except in conjuction
with telecom operators. This agreement is only for the content mentioned in
the Annexure B herein and Licensee shall not, in any manner, exploit/distribute
any other content of Company which is not specifically mentioned in the
Annexure B herein.
2.3
All rights not specifically and expressly granted by the Company to
Licensee herein shall always remain with, and are hereby reserved by the
Company.
2.4
Company shall share content metadata including but not limited to
lyrics, name of artists, album and song description, etc. of the content with
Licensee.
2.5
This is a non-exclusive license agreement and Company shall not be
restricted from providing the content to any third party, whomsoever.
3. LICENSEE'S OBLIGATIONS:
3.1
Licensee shall provide COMPANY with monthly true and correct MIS,
operator wise, by the 20th of the next month regarding the exploitation of the
content by telecom operators. It is however agreed between the Parties that as
sharing of this MIS data is dependent on its receipt from the respective
telecom operator/s, in case there is any delay in sharing the MIS data beyond
the 20th of the next month, Licensee shall give a written explanation to
Company of such delay and shall endeavor to provide MIS data within 60 days
post the month for which MIS is to be provided.
3.2
Licensee shall comply with all the rules, regulations, statutes,
notifications, orders and directions issued by any government, quasigovernment authorities and any other concerned authorities in the Territory for
exhibiting and distributing the content. Company shall not be liable/
responsible for any breach and/or violation thereof by the Licensee or
otherwise; it shall be sole liability/ responsibility of Licensee. Licensee may
distribute the content solely to any telecom operator operating in Nepal.
3.3
Licensee shall actively support Company on a best endeavours basis to
launch its content distribution service in the territory of Nepal. Licensee shall
assist Company with billing integration, obtaining short codes, conducting
above-the-line and below-the-line promotions and also provide any other
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assistance required for launching Companys content distribution service in

conjuction with telecom operators in Nepal. Licensee shall also assist the
Company in getting acquainted with the Nepalese market in order to enable
the Company to engage in targeted marketing of its content distribution
services.
4.
COMPANY'S OBLIGATIONS
4.1
Company will provide the content as more particularly specified in
Annexure B herein.
4.2
Company shall update the content at their end to keep the content fresh
and will add such content in Annexure B in writing from time to time.
4.3
Company shall be solely responsible for the content and shall take
reasonable care that the same does not infringe any third party's Intellectual
Property Rights.
4.4
Licensee is only a facilitator for the transmission of the content to the
telecom operators.
5. REVENUE SHARING/COMMERCIALS:
5.1
Licensee will pay to the Company a fee as detailed in Annexure A for
the content provided by the Company.
5.2
Payments will be made as per the revenue received by Licensee from
operators by distributing the content covered under this agreement as per
payment terms mentioned in Annexure A.
5.3
Licensee shall deduct the applicable withholding taxes on the gross
value of the invoice raised by Company, based on the MIS (mentioned in 3.1
above) provided by the Licensee and the Company share as laid down in
Annexure A below.
5.4During the course of this Agreement and for six (6) months following the
expiration or termination of this Agreement, Company shall be entitled to
conduct an audit of relevant MIS records of Licensee provided that:
(a)
Company provides Licensee with advance 30 working days' notice of the
audit;
(b)
the audit is conducted during business hours;
(c)
the audit is conducted by an independent certified auditor;
(d)
the audits purpose is to determine the accuracy of reports and
payments made by Licensee under this Agreement and is limited to MIS
records only in respect of content provided under this Agreement. Company
shall bear all costs of the audit.
In an event inspection reveals an
underpayment, Licensee shall pay the outstanding amount within 15 days and
also reimburse the Company with the cost of conducting the audit.
6. TERM AND TERMINATION OF THE AGREEMENT
6.1
This agreement shall be valid for a period of (1) one year commencing
from the date of signing of this Agreement (Term). This agreement may be
extended in writing for such similar term on mutually agreed terms and
conditions.
6.2
Either Party may terminate this Agreement immediately without
prejudice to its accrued rights if the other commits a breach of this Agreement
and fails to rectify such recitifiable breach within fifteen (15) days of a written
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notice from the other Party requiring rectification and giving a reasonable
description of the breach.
6.3
Either party may terminate this agreement by giving two (2) month's
notice in writing to the other party during the validity of this agreement.
6.4
Immediately upon expiry of the Term or sooner termination of this
Agreement, the Rights licensed to Licensee under this Agreement shall
immediately revert to the Company, and thereafter Licensee shall not be
entitled to distribute and or exploit the content in any part of the Territory.
6.5
The expiration or early termination of the Agreement for any reason
whatsoever shall not effect any obligation of either party having accrued under
the Agreement prior to the expiration or termination of the Agreement and
such expiration or termination shall be without prejudice to any liabilities of
either Party to the Other Party existing at the date of expiration or termination
of the Agreement.
7.
LEGAL COMPLIANCES:
Company agrees that it would not to do anything contrary to Indian law or
which would be treated as a corrupt practice under Indian law. Licensee agrees
that not to do anything contrary to Nepalese law or which would be treated as
a corrupt practice under Nepalese law.
8. INTELLECTUAL PROPERTY
8.1
Except as provided for in this Agreement, neither party shall acquire a
right to use, and shall not use without the other party's prior written
permission in each instance, the name, characters, artwork, designs, trade
names, trademarks, or service marks of the other party in advertising,
company list, publicity, public announcement, press release or promotion, or in
any manner tending to imply an endorsement of the said party's products or
services by such other party and shall maintain without alteration all
copyright, trademark, service mark or other proprietary notice on such other
party's content or products or services and otherwise comply with such other
party's reasonable quality control requirements.
8.2
Company hereby warrants that it holds Intellectual Property Rights in
respect of contents provided to Licensee under this agreement as detailed in
Annexure B and agrees to hold harmless and undertakes to defend Licensee,
its Affiliates and their respective employees, officers and directors against all
Losses as a result of
(a)
claims of infringement of the Intellectual Property Rights in
relation to the content
(b)
third party claims arising out of or in connection with the rights to
the content provided under this agreement.
8.3
Both parties hereby undertake to defend each other, its Affiliates and
their respective employees, officers and directors against all losses as a result
of any claim on account of an alleged breach of confidentiality and security of
data occurring as a result of acts of omissions or commission of either partys
personnel.
9. CONFIDENTIALITY
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9.1
The parties shall not at any time divulge, or allow to be divulged to any
person, any Confidential Information (including but not limited to any
information relating to the accounts, finance, contractual arrangement,
products, business or affairs of the parties) unless the said information comes
in public domain without breach by either Party. Notwithstanding anything
contained in this section, no party shall be precluded from disclosing any
information to the extent required in the legal proceedings.
10.
REPRESENTATIONS AND WARRANTIES
10.1 Both Parties to this agreement represent and warrant to each other that
each has the full power and authority to enter into this Agreement and further
warrants that as at the date of execution of this agreement, neither Party
knows of any charges, actions, suits, proceedings agreement, actual or
threatened, which would impair it from performing its obligations under this
agreement.
10.2 The parties further warrant that there are no current, pending or
threatened actions or proceedings before any court, arbitrator, administrative
tribunal or governmental authority which might materially and adversely affect
the business, assets or condition (financial or otherwise) or operations of the
party or its ability to perform its obligations under the agreement.
11.
PUBLICITY
11.1 Parties agree that they will not, without prior written consent of the
other in each instance (i) use in advertising, publicity or otherwise the name of
other party or any of its affiliate or any director, officer, employee or agent nor
any trade name, trademark, trade device, service mark, symbol or any
abbreviation contraction, or simulation thereof owned by it or its affiliates, (ii)
represent directly or indirectly that any product or service provided by them
has been approved or endorsed by the other party or (iii) refer to the existence
of this agreement in press releases, advertising or materials distributed to
prospective customers.
12.
INDEMNIFICATION
12.1 Each party to this agreement agrees to keep the other party indemnified
and harmless for all actions, losses, liabilities, damages and costs (including
taxes) and all related costs and expenses (including reasonable attorney's fees
and disbursements and costs of investigation, litigation and settlement) which
such other party might suffer for any act or omission in contravention by such
party of any laws, rules, guidelines of their respective countries or any other
acts or deeds of such party.
12.2 Except as otherwise expressly provided in this agreement, neither party
will be liable to the other for any incidental, consequential or special damages
or any other indirect losses or damages arising out of this Agreement.
12.3 In no event will Shemaroos entire liability arising out of / due to
indemnity/other claims from a particular Telecom operator to whom
Shemaroos Content is provided under or in connection with this Agreement,
shall exceed 50% of revenues paid/payable by Licensee to Shemaroo during
the term of this Agreement from that particular Telecom operator due to
Content provided by Shemaroo under this Agreement.
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13.
MODIFICATIONS
13.1 Modifications of and amendments to this Agreement can be made in
writing and signed by duly authorized representatives of the Parties.
14.
ASSIGNMENT:
14.1. Save as otherwise expressly provided under this Agreement, all rights
and obligations hereunder are particular to the Parties hereto and may not be
assigned at law or in equity without the prior written consent of the other
Party. .
15.
WAIVER
15.1 There shall be no waiver of any term, provision or condition of this
Agreement unless such waiver is evidenced in writing and signed by the
waiving party. No omission or delay on the party of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or of any other right, power or privilege. The
rights and remedies herein provided are cumulative with and not exclusive of
any rights or remedies provided by law.
16.
SEVERABILITY
16.1 If any part or any provision of this Agreement is or becomes illegal,
invalid or unenforceable, that part or provision shall be ineffective to the
extent of such invalidity or unenforceability only, without in any way affecting
the validity or enforceability of the remaining parts of said provision or the
remaining provisions of this Agreement. The parties hereby agree to attempt
to substitute any invalid or unenforceable provision with a valid or enforceable
provision, which achieves to the greatest extent possible the economic, legal
and commercial objectives of the invalid or unenforceable provision.
17.
NOTICE
17.1 Operational, routine and business communications under this
agreement can be provided / sent by email, fax in writing and in English
language only. Other notices, writing and communications under this
agreement may be delivered by hand, registered post, courier service, postage
prepaid or fax transmission and shall be addressed to the Parties at the
address mentioned below:
To Licensee:

To Company:

Email:

Email:

Attn:

Attn: Mr.

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Where the notice or instruction is delivered; (i) Personally, the same shall be
deemed to have been received on the date of delivery; (ii) by fax, the same
shall be deemed to have been delivered when the sender receives the
confirmation of the transmission of the fax from the fax machine from which it
is sent; (iii) by prepaid courier service, airmail or registered mail, the same
shall be deemed to have been delivered within 3 days from the date of
posting.
17.2 Any party hereto or others mentioned above may change any
particulars of its address for notice by notice to the other in the manner
aforesaid.
18.
CONFLICTS OF INTEREST
Parties shall not have any employees/director/officer of their company serving
as its officers, directors, employees, agents or consultants in the other partys
company nor shall they have any direct or indirect relationship with the
employees/director/officer of the other party which has the potential to put
such other party in a disadvantageous position vis a vis the former party. If
such a relationship exists that has not been disclosed to either party, each
party shall report such relationship to the other party immediately.
19.
BRIBES, GIFTS, ENTERTAINMENT, FAVORS AND PAYMENTS
Neither party shall offer to the employee of other party any gifts, payments,
services, or other favors where these would, or might appear to improperly
influence the employee in performing his or her duties for such company. Each
Partys employees should not encourage or solicit gifts, entertainment or
services from other party. Gifts of cash or cash equivalents (e.g. gift cards) are
prohibited. As per applicable laws and regulations all business conducted with
each party here strictly prohibits the use of bribes, secret compensation or
kickbacks..
20.
FORCE MAJEURE
Neither party shall be liable to the other for any delay or failure to perform due
to causes beyond its reasonable control or due to any act of God. Performance
times shall be considered extended for a period of time equivalent to the time
lost because of any such delay. However nonperformance by either party due
any such cause for more than 4 months shall entitle the other party to
terminate this agreement after the expiry of the said 4 months.
21.
ARBITRATION:
All disputes, difference and or claims arising out of or relating to or in
connection with this Agreement or the breach, termination or validity hereof
shall be finally settled by an arbitral tribunal (the Tribunal") in accordance with
the Indian Arbitration and Conciliation Act 1996 as in force at the time such
arbitration is commenced (the Arbitration Act). Each party will appoint an
arbitrator within thirty (30) days of the receipt by a party at the other party's
request to initiate arbitration. The two arbitrators so appointed will then jointly
appoint a third arbitrator within thirty (30) days of the date of appointment of
the second arbitrator, where third Arbitrator will act as Chairman of the
Tribunal. Arbitrators not appointed within the time limit set forth in the
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preceding provision shall be appointed in accordance with the Arbitration Act.

The place of the arbitration shall be Mumbai, India and the cost of the
arbitration shall be shared amongst the Parties equally. The award of the
Arbitration shall be final and binding on both the parties. The language of the
arbitration and award shall be English.
22.
RELATIONSHIP.
The relationship of the parties is that of independent contractors. Nothing in
this Agreement shall be construed as creating a partnership, joint venture,
employer-employee, agency or other special relationship between the parties.
23.
GOVERNING LAW AND JURISDICTION
23.1 This agreement shall be construed, interpreted and governed by and in
accordance with the laws of India.
23.2 In case the arbitration proceedings fail, all disputes arising out of this
agreement and any document related hereto shall be subject to exclusive
jurisdiction of the courts of Mumbai, India.
24.
HEADINGS
The headings have been inserted for convenience and reference only and shall
not be construed to affect the meaning, construction or effect of this
Agreement.
25.
ENTIRE AGREEMENT
This Agreement sets forth the entire understanding of the Parties with respect
to the subject matter hereof and supersedes all prior Agreements between
them relating thereto.
THE WITNESS WHEREOF, the Parties hereto have hereunto set their hands and
seals on
the dates first above mentioned.
For Highlights Nepal Private Limited
Entertainment Ltd.

For

Shemaroo

Name:
Mr. Om Gurung/ Mr. Yaman Kayastha Name: Mr. Atul Maru
Designation: Chairman/ Managing Director
Designation: Director
WITNESS
1.
2.

WITNESS
1.
2.

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Annexure A
Licensee shall pay to Company __% of the revenues generated from the sale of
content to the Subscribers of telecom operators after deduction of telecom
operator share and applicable taxes, details of which deductions shall be duly
provided by Licensee within 21 days of such monies being appropriated.

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ANNEXURE B
As per mutual agreement of Parties.

Annexure - C
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Content Guidelines

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