Agreement cum Deed of Assignment

This Agreement cum Deed of assignment of the Copyrights (The Agreement) made at NEW DELHI on this day of 2011. BETWEEN Mr./Ms./Mrs. Of Son/Daughter/ Wife Resident Of India hereinafter referred to as the First Party of the first part or the assignor. AND Dharm Media Venture Private Limited, having Its Registered office at Room No. 21, III r d Floor, Laxmi Insurance Building, Asaf Ali Road, New Delhi-110002, India hereinafter referred to as the Second Party of the second part or the assignee.

INTRODUCTION: A. The First Party is an artist who writes, sings, performs and composes the Bhajans (hereinafter referred to as Songs) and is desirous of being industry benefitted contacts from and the Companys in expertise, ability, resources

furtherance of his/ her career. B. The Second Party is a company registered under the Companies Act, 1956 which is running a Satellite TV Channel by the name of Dharm TV and specializes of the in production, Video recording, and distribution, broadcast Audio/ recordings

management, representation of the Artists and is desirous of introducing new professional/ non professional Artists for Bhajan singing.

C.

The First Party and the Second Party enter into this agreement for the production and distribution of the Audio/ Video recordings of Bhajans whereby the First Party agrees to assign the copyrights in all his/her literary works, Songs, Compositions, Audio/ Video recordings, Albums, performances and Broadcasts whether live or not, (hereinafter referred to as Recordings) which are already created or shall be created within one year from the date of this agreement, for the whole term of the copyrights vested in them and for the whole territory of Republic of India and entire overseas, in favour of the Second Party as per the terms and conditions contained in this agreement subject to the provisions of the Indian Copyright Act, 1957.

Now this Agreement witnessed and It Is Hereby agreed by and between the parties hereto as under :
1. Warranties, Assurances, Representations and Covenants; a) That the First Party hereby promises and assures the Second Party that all the literary works, Songs, Compositions, Audio/ Video recordings, Albums already created or to be created in future shall be the original work and does not/ shall not violate any copy right and /or any other legal right including any personal right against piracy of any entity, any person, firm, or company, whatsoever in any manner and is not defamatory to any religion or belief. b) That the First Party has not and shall not, in part or in whole, sell, grant, transfer, assign or in any way encumber any rights vested in the aforesaid Recordings, in any form or manner, to any person, firm, company at any point of time either before or during existence of this agreement.

c) The First Party hereby he/she

represents , assures and warrants that it does not suffer of any nature First Party The First

has full power and complete authority and is fully

competent to enter into this agreement and

from any legal disabilities and /or infirmities Partys performance under this agreement.

whatsoever which would hamper or in any way affect the

hereby agrees to indemnify and keep safe and harmless at all times the Second Party against all actions, damages, claims, costs etc. in connection with any of its warranties, assurances, Covenants declarations and statements contained herein. d) The second party hereby warrants, assures and declares that it had obtained/ Shall obtain approval/consent of the authors, writers, persons performers, those have Music Directors, or Musicians and all the will directly indirectly participated/

participate in the said Recordings and/or the original recordings recognizing the respective copy rights and that the exclusive rights are assigned and transferred to the Second Party hereunder as per the provisions of Indian Copyright Act, 1957. The First Party further agrees and declares to indemnify and to hold the Second Party harmless from any consequences resultant to the exercising the rights assigned hereunder and against any third party claims. e) The rights referred to above and granted hereunder are

declared to extend to the entire Republic of India and Overseas. The Party agrees to complete, unconditional and irrevocable assignment of the Copyrights in the aforementioned literary works, Songs, Compositions, Audio/ Video recordings, Albums, performances and Broadcasts in favour of the second party for the whole term of the copyrights vested therein.

f) The Second Party shall be at liberty to include or not to include the image of the artiste and any or all of the songs /tracks forming part of the recording in any audio/ video Album at any point of time as per their requirement and market strategy. g) It is further agreed that the Second Party shall be at liberty to sell the recordings or Albums at any price it deems fit and to alter the same at any point of time at its sole discretion and the First Party or any other person shall have no claim on the revenues earned by the Second Party in pursuance of this agreement in part or in whole save and except the amount paid or to be paid as consideration as per the Para 3 of this agreement. h) It is further agreed that after signing or execution of the present Agreement cum deed of assignment, all the Albums, recordings and Videos produced by the Second Party under this agreement shall and continue to remain property of the Second Party and liberty to approach trade mark the sole and exclusive or the office of the to get it the Second Party shall be at

the copy right board

or the office of the Censor Board

transferred the said Albums, recordings and Videos in their name and in case a no objection certificate is required then it is the duty of the First Party to provide no objection certificate in favour of the Second Party. i) The first party hereby agrees to buy at least every Rs. recording produced by the second party DVDs of the under this

agreement, at the MRP fixed by the second party not exceeding Per DVD, and at least 50% amount of such purchase shall be paid by the first party to the second party within 15 days of the release of the recording.

2. a.

Rights Assigned The First Party hereby irrevocably licences and transfers and

any extension thereof , free from all encumbrances and without any limitation the complete right and permission to replicate from the Masters herein assigned etc. any any number of copies of the record licensed the right to make recordings and inter alia to

manufacture, market, sell , distributing, licensing , advertising of the said Album and Video recordings and records made manner whatsoever including without for limitation for from such recordings exclusively to the Second Party used in commercial/ promoting non-commercial exploitations publishing, such as by way of

advertising, broadcasting through

media

cable TV , Setline TV, FRS by way of ring tones and

caller tones of the Album and Video in any form audio/video in part or in whole and the exclusive right to use the same without any let or hindrance whatsoever. It is further agreed that the after singing the present agreement the Second Party shall have the liberty to release the same for the overseas market and also have the right to transfer the same to any other person or company if required. b. Based on the above declarations, assurances, representations and warranties and believing the same to be true the Second Party hereby irrevocably accept the sole exclusive, complete, effective and unencumbered licences granted hereunder in the aforementioned recordings. c. The First Party hereby irrevocably grants the Second Party artists have acquired public repute, the

right to use, the name of the artists or any name by which the photographs or other album and video of to write likeness of the artists and all the artists, to write biographical

and to publish and permit others

and publish articles concerning

the First Party and the artist

for advertisement and publicity

matters concerned with the

making , distribution and sale of records. d. The Second Party, in whom shall vest sole and exclusive would be at

licensed rights in the aforementioned recordings,

complete freedom and shall enjoy absolute power and authority to use and exploit the same for commercial/non-commercial exploitations, publishing, promoting, tones and by way of caller tones advertising, broadcasting of the Album and Video in through media such as cable TV, Setline TV, FRS by way of ring any form, audio/video in part or in whole and the exclusive by means of any technology, now

right to use the same without any let or hindrance whatsoever, through any media/ format known e. As or hereafter developed. all material /album shoot /recorded /produced

agreed

/printed / published by the Second Party at its own costs shall be the exclusive worldwide perpetual property of the Second Party, and the First Party shall have no right to the same. This includes any music video and/ or promotional/ publicity album/ video, produced by the Second Party at its own cost. The First Party may use this Album and video subject to the prior written permission and payment of applicable royalty as intimated by the Second Party. f. It is further agreed that the First Party shall render at least fifty live performances of the recordings/ albums released by the second party under this contract, whenever and wherever desired by the second party. The travel costs incurred by the Artist in connection with above referred performances shall be borne by the Second party subject to the mode of travel agreed to by it.

g.

It is further agreed that First Party shall not perform in any stage show or other show anywhere in India or outside India during the currency of this agreement without obtaining written permission from the second party. In case of any violation of this clause, such performance or uses of the songs and tracks of the music video or album released under this agreement shall be unauthorized, and the first party shall be liable to pay the damages to the Second Party, the quantum of such damages shall be assessed by the second party at the time of violation and such assessment shall be binding on the first party.

3.

Consideration: The Second Party agrees to pay to the First Party a sum of Rs. __________/- for the transfer of the above said rights in the aforementioned Video literary works, Songs, Compositions, and Audio/ A recordings, Albums, performances Broadcasts.

receipt of the same is hereby annexed as Schedule-A. It is also agreed that the first party shall have no claim whatsoever, for any other remuneration or royalty under this agreement. 4. The Second Party shall be entitled to sub-license to any third party within their choice, any of the rights granted herein, in part or whole, without the prior written consent of the First Party. 5. The First Party hereby warrants that all necessary rights have been cleared in order to grant this license and agrees to indemnify the Second Party against any cost incurred in the event of any third party claim or action against Second Party in respect of the right herein defined provided Second Party shall

notify First Party within 30 days of receipt of any such claim by Second Party. 6. It is further discussed and agreed that the Second Party shall be exclusively entitled to all version, remix (under the provision of Section 52 (1) (j) of Copy Right Act, 1957 and rule 21 of the Copy Right Rules of the songs material Album, video, licensed hereunder at any point of time after the execution of this agreement and the First Party shall have no objection and no claim whatsoever. 7. The First Party shall be solely responsible for all costs and recording payable including records including to the remunerations , producers, and royalties if any , artists musicians, arrangers

publishers, composers , authors , writers or any other person expenses and/or royalty incurred in the production hereunder prior to the execution of the present and arising out of the manufacture, exploitation and sale of agreement. 8. Nothing Party. 9. This agreement shall represent the entire agreement between the parties hereto in the subject matter hereof supersedes and cancels all prior agreement, arrangements or understanding whether written or oral between the parties hereto. Nothing contained herein shall be amended without the prior written consent of both the parties and recording in writing as mutually agreed. All contents hereof shall be kept strictly confidently at all times by all the parties. contained herein shall be construed to constitute

partnership or joint venture between the First Party and Second

10.

Any dispute and /or differences arising out of or pertaining to this Agreement, shall first be resolved by the parties through negotiations, failing which the same shall be subject to Arbitration in accordance with the provisions of the Arbitration and conciliation Act, 1996, any amendments thereto or any other legalization for the time being in force. The award passed by the Arbitrator/s in pursuance of such Arbitration proceedings shall be binding upon both parties hereto. All such disputes/differences and proceeding shall be subject to the jurisdiction of the courts of law at New Delhi, according to Indian laws.

11.

The legality or enforceability of any portion or part of this agreement shall not affect the legality of the entire agreement. The parties in good faith agree to substitute all illegal portions or parts thereof with valid provisions.

12.

It is further submitted that contents of the present agreement has been explained to the First Party in the presence of the Second Party in Hindi/ in vernacular which he/she understand fully and thereafter he/she put his/her signature on the present deed of Agreement cum assignment of copyrights. Schedule-A Details Of The Payments / Full & Final Payment Cheque/payorder/Demand Draft No. Or Cash Drawn By Dated Received with Thanks

Rs. (Rupees ____________________ Only)

In Witness Whereof the parties hereto have set and subscribed their respective hands to these on the day and year first above written.

Witness: 1.

First Party

Second Party M/s. Dharm Media Venture Pvt. Ltd. Through Its Authorised Signatory Mr. Mukesh Gupta Son Of Sh. Bishamber Gupta 2.