ARTIST AGREEMENT

This Agreement (Agreement) is made and entered on this______ day of

________ 2012.
BETWEEN
UTV SOFTWARE COMMUNICATIONS LIMITED, a company incorporated under
the provisions of Companies Act, 1956 having its registered office at
1181/1182, Solitaire Corporate Park, Guru Hangovindji Marg, Chakala,
Andheri (E), Mumbai 400 093. (hereinafter referred to as UTV which
expression shall unless repugnant to the context or meaning thereof, be
deemed to mean and include its successors in title and permitted assigns) of
the ONE PART:
AND
AASIF BASRA, an adult Indian inhabitant residing at F-46, Manik Moti, Panch
Marg, Off Yari Road, Andheri (w), Mumbai 400 061. referred to as Naseer
Hashmi having Pan No. AGSPB8866B (which expression shall unless
repugnant to the context or meaning thereof be deemed to include his heirs,
executors, administrators and assigns) of SECOND PART.
WHEREAS
A. UTV is inter alia, engaged in the business of producing
cinematographic films and presently in the process of producing a
cinematographic film tentatively titled, KAI PO CHE to be directed by
Mr. Abhishek Kapoor (the Film).
B. JAR ENTERTAINMENT has been engaged as a Line Producer by UTV
Software Communication Ltd. Under agreement dated ________ hence
Jar Entertainment is authorized to enter into the contract and engaged
the talent for his services.
JAR & the Artist shall hereinafter, whenever the context so requires, be
referred to collectively as the Parties & individually as the Party.
C. JAR is producing a cinematograph film tentatively titled KAI PO CHE
(Film) in Hindi language being directed by Mr. Abhishek Kapoor
(Director). and the Artist is desirous of providing the Services
(defined below) in connection with the Film and JAR has agreed to
engage the Artist for enacting the part of the predetermined character
in the film on the terms and conditions contained herein.

D. Based upon the mutual covenants and promises of the Parties

contained herein, and for good and valuable consideration, the
adequacy of this is acknowledged by the Parties, the Parties, intending
to be legally bound have agreed to the terms and conditions contained
herein.
IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
1. Commencement and Term
This Agreement shall come into force from the date hereof & shall be
valid & binding till the first theatrical release of the Film unless
terminated pursuant to the provisions hereinafter contained (Term)
2. Services and Obligations of the Artist
The Artist has consented to provide her services as an Artist for the
said film.
The Artist shall provide and ensure the following:a. The Artists continuous services as an Artist for the said film are
more specifically described in Annexure 1 to this Agreement.
b. The Artists commitment of time as per production schedules as set
our in Annexure 1 for smooth execution of the said Film. However it
is clarified that JAR shall at its own discretion be entitled to change
the production schedule to suit its production/creative requirements
and the Artist shall, upon mutual agreement, at all times adhere to
such revised production schedule. It is hereby clarified that for the
purpose of this Agreement, a full shooting day comprise of one and
half shifts, a shift being of eight hours.
c. The Artist shall make himself available for rehearsals,
shoots/reshoots, technical rehearsal sessions, dubbing sessions &
other inputs as may be required & at such place as may be
determined by JAR from time to time.
d. The Artist may however be required to provide his services on
additional period of days, for which the Artist shall not be eligible for
any extra consideration by JAR.
e. The Artist shall make himself available for press conferences & any
other promotional, audio video shoots or any other publicity
requirements for the promotion of the said film as may be
determined by JAR from time to time, at no additional costs.
f. The Artist undertakes not to give any press write ups/statements
without written permission of JAR.
g. The Artist shall abstain from undertaking any work which is in
conflict with the said film, which could result in a conflict of interest,
during the dates commitment by the Artist, without the prior written
consent of JAR.
h. The Artist shall maintain strict confidentiality as regards of the
contents of the said film, part that the Artist will enact in the said
film. JARs plan on the said film & any other information made
available to the Artist or which the Artist gains access to by virtue of

this agreement, at all times during the Term of this Agreement. This
clause shall survive the cessation of this Agreement.
i. The Artist hereby acknowledges that all rights in and to the said film
shall belong exclusively and perpetually to JAR at the present and
for all times in future and JAR shall be free to exploit it in any
manner it deems fit.
j. The Artist further confirms and undertakes that the Artist will
perform his services as per the sole instructions of JAR and/or its
authorized representatives only.
k. The Artist hereby confirms that due to the nature of work, at times
the Artist will need to provide extra days of works other than
mentioned herein to complete the Artists obligations as per the
Agreement , without any additional consideration for the said
services.
l. The Artist acknowledges that JAR shall have the right to change the
Director/starcast/technicians etc of the said film, at its sole
discretion without assigning any reasons whatsoever and the Artist
shall, at all times, abide by such decision of JAR.
m. The Artist acknowledges that the Fee to be paid to her is an all
inclusive consideration, regardless of number of scenes, sequences
filmed in a day. The Artist further acknowledges that the deciding
and finalizing of the shooting order of scenes is JARs prerogative
and whenever required the Artist will make himself available for the
entire day, from the beginning to the end of the shooting shift.
n. The Artist confirms that he will maintain discipline and good
behavior during the shooting and will not consume alcohol, alcoholic
drinks, drugs which are against the work ethics, studio laws and
may endanger life of others or cause harm to sets and property.
o. The Artist unconditionally agrees and undertakes that for the said
film the Artist shall work directly and through JAR only and under no
circumstances the Artist will work directly or indirectly on the said
film with any other person including any customer, client,
production house etc., The Artist acknowledges that this clause
forms an integral part of this Agreement and the same shall survive
in perpetuity, even after the expiry or earlier termination of this
Agreement.
3.

Payment
a. Subject to the full, complete and timely performance of the Services
of the Artist, in accordance with the terms of this Agreement, JAR
shall pay to the Artist an all-inclusive consideration amount of
Rs.2,25,000/- (Rupees Two Lacs Twenty-five thousand only) (Fee)
for the said film, JAR shall pay the Fee to the Artist provided that the
Artist is not in breach and has performed all material services
required hereunder. The fee shall be payable to the Artist by mode
of cheque in the name of ASIF BASRA. All the payments are subject
to withholding tax as applicable and the amounts set out are all
inclusive amounts. All statutory and taxation liabilities in respect of
the payments shall be in respect of the payments hereunder shall
be paid solely by the Artist and JAR shall not be liable for the same
in any event.

The said consideration shall be paid as per following schedule:

Rs.
25,000/- on signing of this agreement,
Rs. 1,50,000/- on completion of 12 to 13 days of shooting
Rs. 50,000/- on completion of dubbing
---------------Rs. 2,25,000/- Total Two lakhs twenty five thousand only
==========
b. The Artist confirms that payment referred in (a) above is complete
payment for all services rendered by him as per clause 2 and that
the Artist is not entitled to receive any further amount from JAR or
any other party, in any event whatsoever.
4. Credits
Subject to the fulfillment of the Services and obligations of the Artist in
accordance with the terms and conditions of this Agreement, the Artist
shall be given due credit on all positive prints of the film and in all
major paid advertising made or issued by JAR with regard to the film,
subject however that the decisions relating to the finalization of the
credit titles, the title scroll and presentation shall at all times be the
sole prerogative of JAR. It is clarified that in the event of termination of
this Agreement, JAR shall not be required to give any credits to the
Artist.
5. For the Fee as specified in clause 3 which the Artist hereby
acknowledges as full & full sufficient consideration of all her services in
the Film, the Artist hereby acknowledges, agrees and confirms JARs
title, interest and ownership over the entire intellectual property rights
in respect of the Film including any and all product generated as a
result of the services, in all form, in and to the Film, all components
thereof, all rights of whatever kind and character throughout the world,
in perpetuity in any and all languages of production, manufacture,
recordation, reproduction, performance, and exhibition in any manner
and by any art, device or method, now known or hereafter devised
(Rights). The assignment shall be of all present & future rights of
Artist & the Artist shall not have any rights whatsoever of any nature
on the said film at perpetuity. It is further agreed that the Artist hereby
waives all rights available to her under sections 19 (4) and 19 (A) of
the Copyright Act.
6. Indemnity
The Artist shall indemnify and keep JAR indemnified at all times from
any and all claims, damages, costs and expenses (including legal
expenses) that may be incurred by JAR due to or in relation to the non
performance or breach or alleged breach of any of the services of the
Artist in the Film.
7. Termination
JAR may at its option terminate this Agreement on the following
grounds

a. If the production of the said film is stopped, ceased or discontinued,

temporarily or permanently by JAR or by virtue of the court order
restraining the shoot of the said Film etc., JAR may terminate this
Agreement forthwith.
b. If JAR finds the commitment and quality of the performance of Artist
unsatisfactory and not up to the mark and/or Artist doesnt fulfill the
requirements of the Director/Producer, to their complete satisfaction
or the Artist is in breach of any of the terms or conditions of this
Agreement, JAR shall give a 7 (seven) days notice in writing to the
Artist. In the event of such termination by JAR, the Artist shall refund
all the monies paid to her till the date of such termination.
c. JAR shall be entitled to terminate this Agreement, without assigning
any reasons whatsoever, by giving 7 (seven) days notice in writing
to the Artist. All the monies paid the Artist out of the Fee until the
date of termination shall be considered the full and final settlement
to the Artist in respect of all services and obligations rendered by
the Artist.
d. Regardless of any termination, all Rights including but not limited to
all intellectual property rights shall remain vested in JAR, worldwide
and in perpetuity.
8. Disclaimer
JAR will not be liable to compensate the Artist, his heirs, legal
representatives, administrators or assigns towards any loss or damage
or harm, to person or property, in case of any untoward incident of
whatsoever nature during the rendering of the above Artist
services/output, at the place of shoot/workplace, whether the same be
owned by JAR or otherwise.
9. Disputes, Jurisdiction and Governing Law
Any disputes or differences arising out of this Agreement shall be
subject to the Jurisdiction of the Competent Courts at Mumbai only.
This Agreement shall be governed by the laws of India.
10.

Relationship

Nothing in this Agreement shall constitute or deemed to constitute a

partnership or agency, association of persons between any of the
Parties hereto. The Parties shall deal with each other on a Principal to
Principal basis. Neither party shall act as an agent of the other party.
IN WITNESS WHEREOF the Parties hereto have set & subscribed their
respective hands to this writing on the day & year first above written.
SIGNED AND DELIVERED BY the within named JAR by the hands of its
Authorised Signatory.

Name:
AJAY G RAI
Designation:
Proprietor

Signed

in the presence of
Name:
ASIF BASRA
Designation : Artist
In the presence of
Name

Signed

Signed

Date:
Place : Mumbai.

ANNEXURE 1
Schedule of Artists commitment
a. Brief description of the service to be rendered
The Artist to play the role of NASEER HASHMI in the film

b. Tentative Production schedule for the film

As mutually agreed upon as per shooting progress.